Form 8-K

8-K — Pediatrix Medical Group, Inc.

Accession: 0001193125-26-331488

Filed: 2026-08-04

Period: 2026-08-04

CIK: 0000893949

SIC: 8060 (SERVICES-HOSPITALS)

Item: Results of Operations and Financial Condition

Item: Financial Statements and Exhibits

Documents

8-K — md-20260804.htm (Primary)

EX-99.1 (md-ex99_1.htm)

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8-K

8-K (Primary)

Filename: md-20260804.htm · Sequence: 1

8-K

0000893949false00008939492026-08-042026-08-04

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): August 04, 2026

Pediatrix Medical Group, Inc.

(Exact name of Registrant as Specified in Its Charter)

Florida

001-12111

26-3667538

(State or Other Jurisdiction

of Incorporation)

(Commission File Number)

(IRS Employer

Identification No.)

1301 Concord Terrace

Sunrise, Florida

33323

(Address of Principal Executive Offices)

(Zip Code)

Registrant’s Telephone Number, Including Area Code: 954 384-0175

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading

Symbol(s)

Name of each exchange on which registered

Common Stock, par value $.01 per share

The New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 2.02 Results of Operations and Financial Condition.

On August 4, 2026, Pediatrix Medical Group, Inc., a Florida corporation (the “Company”), issued a press release announcing the results of its operations for the three and six months ended June 30, 2026 (the “Second Quarter Release”). A copy of the Second Quarter Release is attached hereto as Exhibit 99.1 and is hereby incorporated in this Current Report by reference. The information contained in this Item 2.02, including Exhibit 99.1, shall not be deemed “filed” with the Securities and Exchange Commission nor incorporated by reference in any registration statement or other document filed by the Company under the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such filing.

Item 9.01 Financial Statements and Exhibits.

d) Exhibits.

Exhibit Index

99.1— Press Release of Pediatrix Medical Group, Inc. dated August 4, 2026.

104 — Cover Page Interactive Data File (embedded within the Inline XBRL document).

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Pediatrix Medical Group, Inc.

Date:

August 4, 2026

By:

/s/ Kasandra H. Rossi

Kasandra H. Rossi

Chief Financial Officer

EX-99.1

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EX-99.1

FOR MORE INFORMATION:

Kasandra H. Rossi

Executive Vice President, Chief Financial Officer & Treasurer

954-692-7163

kasandra.rossi@pediatrix.com

FOR IMMEDIATE RELEASE

Pediatrix Medical Group Reports Second Quarter Results

FORT LAUDERDALE, Fla., August 4, 2026 - Pediatrix Medical Group, Inc. (NYSE: MD), a leading provider of physician services, today reported earnings of $0.49 per share for the three months ended June 30, 2026. On a non-GAAP basis, Pediatrix reported Adjusted EPS of $0.63.

For the 2026 second quarter, Pediatrix reported the following results:

•

Net revenue of $488 million;

•

Net income of $40 million; and

•

Adjusted EBITDA of $76 million.

“Our strong results this quarter were in line with our expectations and reflect continued favorable trends in the performance of recent acquisitions and same-unit reimbursement metrics,” said Mark S. Ordan, Chief Executive Officer of Pediatrix Medical Group. “With a coveted, strong balance sheet, we believe we have exceptional financial flexibility to fund organic growth initiatives while remaining well-positioned to pursue potential high-value strategic opportunities.”

Operating Results– Three Months Ended June 30, 2026

Pediatrix’s net revenue for the three months ended June 30, 2026 was $487.8 million, compared to $468.8 million for the prior-year period. This increase of $19.0 million, or 4.0%, reflects growth in non-same unit activity of 2.1 percent, driven by recent acquisitions, partially offset by practice dispositions, and growth in same-unit revenue of 1.9 percent.

Same-unit revenue from net reimbursement-related factors increased by 4.0 percent for the 2026 second quarter as compared to the prior-year period. This increase primarily reflects improved cash collections, a favorable shift in payor mix and higher patient acuity, primarily in neonatology. The percentage of services reimbursed by commercial and other non-government payors increased by 135 basis points compared to the prior-year period.

Same-unit revenue attributable to patient volume decreased by 2.1 percent for the 2026 second quarter as compared to the prior-year period. Shown below are year-over-year percentage changes in certain same-unit volume statistics for the three and six months ended June 30, 2026. (Note: figures in the below table reflect contributions only to net patient service revenue and exclude other contributions to total same-unit revenue, including contract and administrative fees.)

Three Months

Ended June 30, 2026

Six Months

Ended June 30, 2026

Hospital-based patient services

(2.8)%

(2.2)%

Office-based patient services

(1.2)%

(2.4)%

Neonatology services (within hospital-based services):

Neonatal intensive care unit (NICU) days

(3.2)%

(2.0)%

For the 2026 second quarter, practice salaries and benefits expense was $336.1 million, compared to $323.5 million for the prior-year period. This increase primarily reflects increases in same-unit clinical salaries and malpractice expense.

For the 2026 second quarter, general and administrative expenses were $61.3 million, as compared to $55.7 million for the prior-year period. This increase primarily reflects an increase in compensation expense related to executive transition related costs as well as an increase in cash collection expense, partially offset by a decrease in information technology-related expenses.

For the 2026 second quarter, transformational and restructuring related expenses were $8.5 million, compared to $3.8 million for the prior-year period. The expenses in 2026 were primarily related to revenue cycle management transition activities, and the expenses in 2025 were primarily related to position eliminations and revenue cycle management transition activities.

Adjusted EBITDA, which is defined as earnings before interest, taxes, depreciation and amortization and transformational and restructuring related expenses, was $76.4 million for the 2026 second quarter, compared to $73.2 million for the prior-year period. The increase in Adjusted EBITDA was primarily due to net favorable impacts from recent acquisitions, partially offset by a decrease in same-unit results due to higher expenses as compared to revenue growth.

Depreciation and amortization expense was $5.8 million for the second quarter of 2026, compared to $5.3 million for the same period in 2025. The increase was primarily related to capital expenditures and amortization of intangible assets from recent acquisitions.

Interest expense was $8.2 million for the second quarter of 2026, compared to $9.1 million for the second quarter of 2025, reflecting a reduction in interest expense from modestly lower interest rates and borrowings.

Investment and other income was $4.5 million for the second quarter of 2026, compared to $3.7 million for the prior-year period.

Pediatrix generated net income of $39.8 million, or $0.49 per diluted share, for the 2026 second quarter, based on a weighted average shares outstanding of 81.4 million. This compares with net income of $39.3 million, or $0.46 per diluted share, for the 2025 second quarter, based on a weighted average shares outstanding of 85.5 million. The decrease in weighted average shares outstanding is primarily due to the impact of shares repurchased under the Company’s repurchase program, partially offset by issuances of restricted stock.

For the second quarter of 2026, Pediatrix reported Adjusted EPS of $0.63, compared to $0.53 for the second quarter of 2025. For these periods, Adjusted EPS is defined as diluted income per common and common equivalent share excluding non-cash amortization expense, stock-based compensation expense, transformational and restructuring related expenses, and impacts from discrete tax events.

Operating Results – Six Months Ended June 30, 2026

For the six months ended June 30, 2026, Pediatrix generated revenue of $964.0 million, compared to $927.2 million for the prior-year period. Pediatrix generated net income of $69.4 million, or $0.85 per share, for the six months ended June 30, 2026, based on a weighted average 82.0 million shares outstanding, which compares to net income of $60.0 million, or $0.70 per share, for the six months ended June 30, 2025, based on a weighted average 85.5 million shares outstanding. Adjusted EBITDA for the six months ended June 30, 2026 was $134.6 million, compared to $122.4 million for the prior year. For the six months ended June 30, 2026, Pediatrix reported Adjusted EPS of $1.07, compared to $0.87 for the same period of 2025.

Financial Position and Cash Flow – Continuing Operations

Pediatrix had cash and cash equivalents of $288.9 million at June 30, 2026, compared to $375.2 million at December 31, 2025, and net accounts receivable at June 30, 2026 were $227.6 million.

For the second quarter of 2026, Pediatrix generated cash from continuing operations of $126.3 million, compared to $138.1 million during the second quarter of 2025. Additionally, during the second quarter of 2026, the Company used $42.7 million to fund share repurchases and $1.4 million to fund capital expenditures.

At June 30, 2026, Pediatrix had total debt outstanding of $584 million, consisting of its $400 million in 5.375% Senior Notes due 2030 and $184 million in borrowings under its Term A Loan. At June 30, 2026, the Company had no outstanding borrowings under its $450 million revolving line of credit.

2026 Outlook

Pediatrix reaffirms its full year 2026 outlook for Adjusted EBITDA, as defined above, and anticipates Adjusted EBITDA will be in a range of $280 million to $300 million.

Non-GAAP Measures

A reconciliation of Adjusted EBITDA and Adjusted EPS to the most directly comparable GAAP measures for the three and six months ended June 30, 2026 and 2025 is provided in the financial tables of this press release. A reconciliation of projected full year 2026 Adjusted EBITDA to the most directly comparable GAAP financial measures is also provided in the financial tables of this press release.

Earnings Conference Call

Pediatrix will host an investor conference call to discuss the quarterly results at 9 a.m., ET today. The conference call Webcast may be accessed from the Company’s Website, www.pediatrix.com/about/investors. A replay of the conference call will also be available at www.pediatrix.com.

ABOUT PEDIATRIX MEDICAL GROUP

Pediatrix® Medical Group, Inc. (NYSE:MD) is a leading provider of physician services. Pediatrix-affiliated clinicians are committed to providing coordinated, compassionate and clinically excellent services to women, babies and children across the continuum of care, both in hospital settings and office-based practices. Specialties include obstetrics, maternal-fetal medicine and neonatology complemented by multiple pediatric subspecialties. The group’s high-quality, evidence-based care is bolstered by significant investments in research, education, quality-improvement and safety initiatives. The physician-led company was founded in 1979 as a single neonatology practice and today provides its highly specialized and often critical care services through approximately 4,300 affiliated physicians and other clinicians. To learn more about Pediatrix, visit www.pediatrix.com or follow us on Facebook, Instagram, LinkedIn and the Pediatrix blog. Investment information can be found at www.pediatrix.com/investors.

Certain statements and information in this press release may be deemed to contain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended. Forward-looking statements may include, but are not limited to, statements relating to the Company’s objectives, plans and strategies, its full year 2026 guidance, future impacts of legal, regulatory, political and macroeconomic developments and all statements, other than statements of historical facts, that address activities, events or developments that we intend, expect, project, believe or anticipate will or may occur in the future. These statements are often characterized by terminology such as “believe,” “hope,” “may,” “anticipate,” “should,” “intend,” “plan,” “will,” “expect,” “estimate,” “project,” “positioned,” “strategy” and similar expressions, and are based on assumptions and assessments made by the Company’s management in light of their experience and their perception of historical trends, current conditions, expected future developments and other factors they believe to be appropriate. Any forward-looking statements in this press release are made as of the date hereof, and the Company undertakes no duty to update or revise any such statements, whether as a result of new information, future events or otherwise. Forward-looking statements are not guarantees of future performance and are subject to risks and uncertainties. Important factors that could cause actual results, developments, and business decisions to differ

materially from forward-looking statements are described in the Company’s most recent Annual Report on Form 10-K and its Quarterly Reports on Form 10-Q, including the sections entitled “Risk Factors”, as well as the Company’s current reports on Form 8-K, filed with the Securities and Exchange Commission, and include the following: the impact of the Company’s practice portfolio management plans and whether the Company is able to achieve the expected favorable impact to Adjusted EBITDA therefrom; the effects of economic conditions on the Company’s business; including a slowdown of economic growth, economic downturns, inflationary pressures, elevated unemployment levels and sluggish or uneven economic recovery; the effects of the Medicare Access and CHIP Reauthorization Act of 2015, the Affordable Care Act, the One Big Beautiful Bill Act and potential additional healthcare reform; the Company’s relationships with government-sponsored or funded healthcare programs and with managed care organizations and commercial health insurance payors and any shifts in the Company’s payor mix; the impact of state budgetary constraints and uncertainty over the future of Medicaid; the impact of surprise billing legislation; the Company’s transition to a hybrid revenue cycle management model; the timing and contribution of future acquisitions or organic growth initiatives; the Company’s ability to comply with the terms of debt financing arrangements and the Company’s ability to replace, refinance or extend its current debt financing arrangements; and the effects of the Company’s transformation initiatives, including our renewed focus, and growth strategy for, the Company’s hospital-based and maternal-fetal service lines.

###

Pediatrix Medical Group, Inc.

Consolidated Statements of Income and Comprehensive Income

(in thousands, except per share data)

(Unaudited)

Three Months Ended

June 30,

Six Months Ended

June 30,

2026

2025

2026

2025

Net revenue

487,783

468,844

963,979

927,203

Operating expenses:

Practice salaries and benefits

336,116

323,502

681,860

660,533

Practice supplies and other operating expenses

19,197

20,614

36,685

39,300

General and administrative expenses

61,291

55,714

121,557

114,318

Depreciation and amortization

5,782

5,313

11,901

10,645

Transformational and restructuring related expenses

8,475

3,834

13,397

10,439

Total operating expenses

430,861

408,977

865,400

835,235

Income from operations

56,922

59,867

98,579

91,968

Investment and other income

4,548

3,727

9,308

8,464

Interest expense

(8,172

)

(9,130

)

(16,437

)

(18,284

)

Equity in earnings of unconsolidated affiliate

702

505

1,394

911

Total non-operating expenses

(2,922

)

(4,898

)

(5,735

)

(8,909

)

Income before income taxes

54,000

54,969

92,844

83,059

Income tax provision

(14,157

)

(15,709

)

(23,429

)

(23,062

)

Net income

39,843

39,260

69,415

59,997

Other comprehensive income, net of tax

Unrealized holding (loss) gain on investments, net of tax of $145, $140, $297, and $395

(463

)

429

(996

)

1,208

Total comprehensive income

39,380

39,689

68,419

61,205

Per common and common equivalent share data (diluted):

Net income:

0.49

0.46

0.85

0.70

Weighted average common shares

81,412

85,529

82,040

85,517

Pediatrix Medical Group, Inc.

Reconciliation of Net Income to Adjusted EBITDA

(in thousands)

(Unaudited)

Three Months Ended

June 30,

Six Months Ended

June 30,

2026

2025

2026

2025

Net income

39,843

39,260

69,415

59,997

Interest expense

8,172

9,130

16,437

18,284

Income tax provision

14,157

15,709

23,429

23,062

Depreciation and amortization expense

5,782

5,313

11,901

10,645

Transformational and restructuring related expenses

8,475

3,834

13,397

10,439

Adjusted EBITDA

76,429

73,246

134,579

122,427

Pediatrix Medical Group, Inc.

Reconciliation of Diluted Net Income per Share

to Adjusted Income per Diluted Share (“Adjusted EPS”)

(in thousands, except per share data)

(Unaudited)

Three Months Ended

June 30,

2026

2025

Weighted average diluted shares outstanding

81,412

85,529

Net income and diluted net income per share

39,843

0.49

39,260

0.46

Adjustments (1):

Amortization (net of tax of $554 and $421)

1,661

0.02

1,266

0.01

Stock-based compensation (net of tax of $1,214 and $503)

3,642

0.05

1,508

0.02

Transformational and restructuring expenses (net of tax of $2,119 and $959)

6,356

0.08

2,875

0.03

Net impact from discrete tax events

(596

)

(0.01

)

739

0.01

Adjusted income and diluted EPS

50,906

0.63

45,648

0.53

(1)

A blended tax rate of 25% was used to calculate the tax effects of the adjustments for the three months ended June 30, 2026 and 2025.

Six Months Ended

June 30,

2026

2025

Weighted average diluted shares outstanding

82,040

85,517

Net income and diluted net income per share

69,415

0.85

59,997

0.70

Adjustments (1):

Amortization (net of tax of $1,119 and $851)

3,356

0.04

2,556

0.03

Stock-based compensation (net of tax of $2,150 and $1,076)

6,450

0.08

3,228

0.04

Transformational and restructuring expenses (net of tax of $3,349 and $2,610)

10,048

0.12

7,829

0.09

Net impact from discrete tax events

(1,731

)

(0.02

)

564

0.01

Adjusted income and diluted EPS

87,538

1.07

74,174

0.87

(1)

A blended tax rate of 25% was used to calculate the tax effects of the adjustments for the six months ended June 30, 2026 and 2025.

Pediatrix Medical Group, Inc.

Balance Sheet Highlights

(in thousands)

(Unaudited)

As of

June 30, 2026

As of

December 31, 2025

Assets:

Cash and cash equivalents

288,879

375,241

Short-term investments

115,319

124,482

Accounts receivable, net

227,601

229,665

Other current assets

28,342

34,126

Intangible assets, net

14,514

16,862

Operating and finance lease right-of-use assets

35,190

34,330

Goodwill, other assets, property and equipment

1,420,497

1,431,990

Total assets

2,130,342

2,246,696

Liabilities and shareholders' equity:

Accounts payable and accrued expenses

301,837

419,530

Total debt, including finance leases, net

584,243

597,338

Operating lease liabilities

35,713

37,277

Other liabilities

327,572

326,697

Total liabilities

1,249,365

1,380,842

Total shareholders' equity

880,977

865,854

Total liabilities and shareholders' equity

2,130,342

2,246,696

Pediatrix Medical Group, Inc.

Reconciliation of Net Income to Forward-Looking Adjusted EBITDA

(in thousands)

(Unaudited)

Year Ended

December 31, 2026

Net income

147,600

162,100

Interest expense

33,100

Income tax provision

54,500

60,000

Depreciation and amortization expense

24,400

Transformational and restructuring related expenses

20,400

Adjusted EBITDA

280,000

300,000

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- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 13e

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Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 14d

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- Definition

Title of a 12(b) registered security.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b

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- Definition

Name of the Exchange on which a security is registered.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection d1-1

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- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as soliciting material pursuant to Rule 14a-12 under the Exchange Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 14a

-Subsection 12

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- Definition

Trading symbol of an instrument as listed on an exchange.

+ References

No definition available.

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- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as written communications pursuant to Rule 425 under the Securities Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Securities Act

-Number 230

-Section 425

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