Chief Executive Officer Ordan Mark S was granted 224,372 shares, covered exercise/tax liability with 19,119 shares and returned 97,174 shares to the company, increasing direct ownership by 36% to 410,884 units (SEC Form 4)
$MD
Hospital/Nursing Management
Health Care
| FORM 4 | UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
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| Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). | |||||||||||||||||
| Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10. | |||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
(Country) | 2. Issuer Name and Ticker or Trading Symbol
Pediatrix Medical Group, Inc. [ MD ] | 5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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| 2a. Foreign Trading Symbol
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| 3. Date of Earliest Transaction
(Month/Day/Year) 06/01/2026 | 6. Individual or Joint/Group Filing (Check Applicable Line)
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| 4. If Amendment, Date of Original Filed
(Month/Day/Year) |
| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 1. Title of Security (Instr. 3) | 2. Transaction Date (Month/Day/Year) | 2A. Deemed Execution Date, if any (Month/Day/Year) | 3. Transaction Code (Instr. 8) | 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) | 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) | 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 7. Nature of Indirect Beneficial Ownership (Instr. 4) | |||
| Code | V | Amount | (A) or (D) | Price | ||||||
| Common Stock | 06/01/2026 | A(1) | 127,198 | A | $0.00 | 430,003 | D | |||
| Common Stock | 06/01/2026 | F(2) | 19,119 | D | $21.54 | 410,884 | D | |||
| Common Stock | 06/02/2026 | D(3) | 97,174 | D | $0 | 313,710 | D | |||
| Common Stock | 06/02/2026 | A(3) | 97,174 | A | $0 | 410,884 | D | |||
| Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 1. Title of Derivative Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction Code (Instr. 8) | 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) | 6. Date Exercisable and Expiration Date (Month/Day/Year) | 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) | 8. Price of Derivative Security (Instr. 5) | 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) | 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 11. Nature of Indirect Beneficial Ownership (Instr. 4) | ||||
| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Explanation of Responses: |
| 1. Restricted shares granted pursuant to the Issuer's Second Amended and Restated 2008 Incentive Compensation Plan (the "Plan"), in connection with an annual equity award. Twenty-five percent (25%) of the restricted shares will vest on June 1, 2027, twenty-five percent (25%) of the restricted shares will vest on June 1, 2028 and fifty percent (50%) of the restricted shares will vest on June 1, 2029, subject to the terms of the Plan. |
| 2. Represents 19,119 restricted shares withheld for payment of taxes upon vesting of shares. |
| 3. The Reporting Person filed a Form 4 on June 3, 2025, reporting an annual equity award of 194,347 restricted shares granted on June 1, 2025 pursuant to the Issuer's Amended and Restated 2008 Incentive Compensation Plan (as further amended and restated on May 7, 2026, the "Plan"), which award, as originally reported, vested as to twenty-five percent (25%) on June 1, 2026, with the remaining portion scheduled to vest twenty-five percent (25%) on June 1, 2027 and fifty percent (50%) on June 1, 2028, in each case subject to the terms of the Plan. Due to the annual award limitations of the Plan, the award was revised so that the remaining fifty percent (50%) of the award that was scheduled to vest on June 1, 2028 was re-granted on June 2, 2026, which portion will still vest on June 1, 2028 in accordance with the original terms of the award, subject to the terms of the Plan and the underlying award agreement. |
| /s/ Mary Ann E. Moore, Attorney-in-Fact | 06/03/2026 | |
| ** Signature of Reporting Person | Date | |
| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | ||
| * If the form is filed by more than one reporting person, see Instruction 4 (b)(v). | ||
| ** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). | ||
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. | ||
| * Form 4: SEC 1474 (03-26) | ||