Form 8-K

8-K — Pediatrix Medical Group, Inc.

Accession: 0001193125-26-436932

Filed: 2026-10-29

Period: 2026-10-29

CIK: 0000893949

SIC: 8060 (SERVICES-HOSPITALS)

Item: Results of Operations and Financial Condition

Item: Financial Statements and Exhibits

Documents

8-K — md-20261029.htm (Primary)

EX-99.1 (md-ex99_1.htm)

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8-K

8-K (Primary)

Filename: md-20261029.htm · Sequence: 1

8-K

0000893949false00008939492026-10-292026-10-29

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): October 29, 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 October 29, 2026, Pediatrix Medical Group, Inc., a Florida corporation (the “Company”), issued a press release announcing the results of its operations for the three and nine months ended September 30, 2026 (the “Third Quarter Release”). A copy of the Third 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 October 29, 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:

October 29, 2026

By:

/s/ Kasandra H. Rossi

Kasandra H. Rossi

Chief Financial Officer

EX-99.1

Filename: md-ex99_1.htm · Sequence: 2

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 Third Quarter Results

FORT LAUDERDALE, Fla., October 29, 2026 - Pediatrix Medical Group, Inc. (NYSE: MD), a leading provider of physician services, today reported earnings of $0.59 per share for the three months ended September 30, 2026. On a non-GAAP basis, Pediatrix reported Adjusted EPS of $0.72.

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

•

Net revenue of $501 million;

•

Net income of $47 million; and

•

Adjusted EBITDA of $85 million.

“We are pleased with our results this quarter, driven by both volume and pricing performing ahead of our expectations,” said Mark S. Ordan, Chief Executive Officer of Pediatrix Medical Group. “We continue to push operating efficiency paired with sector leading care quality, while considering high-value opportunities in adjacent businesses, as they arise.”

Operating Results– Three Months Ended September 30, 2026

Pediatrix’s net revenue for the three months ended September 30, 2026 was $501.4 million, compared to $492.9 million for the prior-year period. This increase of $8.5 million, or 1.7%, reflects growth in non-same unit activity of 1.1 percent, driven by recent acquisitions, partially offset by practice dispositions, and growth in same-unit revenue of 0.6 percent.

Same-unit revenue from net reimbursement-related factors increased by 0.3 percent for the 2026 third quarter as compared to the prior-year period. This increase primarily reflects a favorable shift in payor mix, an increase in administrative fees from our hospital partners and higher patient acuity, primarily in neonatology, partially offset by the benefit from strong improvement in cash collections in the prior year. The percentage of services reimbursed by commercial and other non-government payors increased by 70 basis points compared to the prior-year period.

Same-unit revenue attributable to patient volume increased by 0.3 percent for the 2026 third 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 nine months ended September 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

September 30, 2026

Nine Months Ended

September 30, 2026

Hospital-based patient services

(0.3)%

(1.2)%

Office-based patient services

2.9%

(0.6)%

Neonatology services (within hospital-based services):

Neonatal intensive care unit (NICU) days

(0.1)%

(1.1)%

For the 2026 third quarter, practice salaries and benefits expense was $341.5 million, compared to $332.3 million for the prior-year period. This increase primarily reflects increases in clinical salaries expense, partially offset by lower benefits expense, at our existing units.

For the 2026 third quarter, general and administrative expenses were $62.7 million, as compared to $60.8 million for the prior-year period. This increase primarily reflects higher incentive-based compensation based on financial results, partially offset by a decrease in information technology-related expenses.

For the 2026 third quarter, transformational and restructuring related expenses were $6.1 million, compared to $6.0 million for the prior-year period. The expenses in both periods 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, transformational and restructuring related expenses, and net gain on investments in divested businesses was $85.5 million for the 2026 third quarter, compared to $87.3 million for the prior-year period. The decrease in Adjusted EBITDA was primarily due to higher expenses as compared to revenue growth at our existing units, partially offset by net favorable impacts from recent acquisitions.

Depreciation and amortization expense was $6.2 million for the third quarter of 2026, compared to $5.6 million for the same period in 2025. The increase was primarily related to capital expenditures at our existing units and from capital expenditures and amortization of intangible assets from recent acquisitions.

Interest expense was $8.1 million for the third quarter of 2026, compared to $8.9 million for the third quarter of 2025, reflecting a reduction in interest expense from modestly lower interest rates and borrowings.

Investment and other income was $5.9 million for the third quarter of 2026 and 2025.

During the third quarter of 2025, the Company recognized a net gain on investments in divested businesses of $20.9 million.

Pediatrix generated net income of $47.0 million, or $0.59 per diluted share, for the 2026 third quarter, based on a weighted average shares outstanding of 79.7 million. This compares with net income of $71.7 million, or $0.84 per diluted share, for the 2025 third quarter, based on a weighted average shares outstanding of 85.6 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 third quarter of 2026, Pediatrix reported Adjusted EPS of $0.72, compared to $0.67 for the third 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, net gain on investments in divested businesses, and impacts from discrete tax events.

Operating Results – Nine Months Ended September 30, 2026

For the nine months ended September 30, 2026, Pediatrix generated revenue of $1.47 billion, compared to $1.42 billion for the prior-year period. Pediatrix generated net income of $116.4 million, or $1.43 per share, for the nine months ended September 30, 2026, based on a weighted average 81.3 million shares outstanding, which compares to net income of $131.7 million, or $1.54 per share, for the nine months ended September 30, 2025, based on a weighted average 85.6 million shares outstanding. Adjusted EBITDA for the nine months ended September 30, 2026 was $220.1 million, compared to $209.7 million for the prior year. For the nine months ended September 30, 2026, Pediatrix reported Adjusted EPS of $1.78, compared to $1.54 for the same period of 2025.

Financial Position and Cash Flow – Continuing Operations

Pediatrix had cash and cash equivalents of $311.9 million at September 30, 2026, compared to $375.2 million at December 31, 2025, and net accounts receivable at September 30, 2026 were $231.8 million.

For the third quarter of 2026, Pediatrix generated cash from continuing operations of $117.7 million, compared to $138.1 million during the third quarter of 2025. Additionally, during the third quarter of 2026, the Company used $83.0 million to fund share repurchases and $4.4 million to fund capital expenditures.

At September 30, 2026, Pediatrix had total debt outstanding of $578 million, consisting of its $400 million in 5.375% Senior Notes due 2030 and $178 million in borrowings under its Term A Loan. At September 30, 2026, the Company had no outstanding borrowings under its $450 million revolving line of credit.

2026 Outlook

Pediatrix anticipates that its full year 2026 outlook for Adjusted EBITDA, as defined above, will be in a range of $290 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 nine months ended September 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/about/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, 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

September 30,

Nine Months Ended

September 30,

2026

2025

2026

2025

Net revenue

501,374

492,875

1,465,353

1,420,078

Operating expenses:

Practice salaries and benefits

341,543

332,326

1,023,403

992,859

Practice supplies and other operating expenses

19,559

20,200

56,244

59,500

General and administrative expenses

62,701

60,793

184,258

175,111

Depreciation and amortization

6,243

5,551

18,144

16,196

Transformational and restructuring related expenses

6,118

5,954

19,515

16,393

Total operating expenses

436,164

424,824

1,301,564

1,260,059

Income from operations

65,210

68,051

163,789

160,019

Investment and other income

5,864

5,883

15,172

14,347

Net gain on investments in divested businesses

—

20,906

—

20,906

Interest expense

(8,127

)

(8,941

)

(24,564

)

(27,225

)

Equity in earnings of unconsolidated affiliate

2,045

1,879

3,439

2,790

Total non-operating (expenses) income

(218

)

19,727

(5,953

)

10,818

Income before income taxes

64,992

87,778

157,836

170,837

Income tax provision

(18,001

)

(16,070

)

(41,430

)

(39,132

)

Net income

46,991

71,708

116,406

131,705

Other comprehensive income, net of tax

Unrealized holding (loss) gain on investments, net of tax of $423, $101,

$720, and $496

(1,354

)

309

(2,350

)

1,517

Total comprehensive income

45,637

72,017

114,056

133,222

Per common and common equivalent share data (diluted):

Net income

0.59

0.84

1.43

1.54

Weighted average common shares

79,729

85,613

81,260

85,559

Pediatrix Medical Group, Inc.

Reconciliation of Net Income to Adjusted EBITDA

(in thousands)

(Unaudited)

Three Months Ended

September 30,

Nine Months Ended

September 30,

2026

2025

2026

2025

Net income

46,991

71,708

116,406

131,705

Interest expense

8,127

8,941

24,564

27,225

Income tax provision

18,001

16,070

41,430

39,132

Depreciation and amortization expense

6,243

5,551

18,144

16,196

Transformational and restructuring related expenses

6,118

5,954

19,515

16,393

Net gain on investments in divested businesses

—

(20,906

)

—

(20,906

)

Adjusted EBITDA

85,480

87,318

220,059

209,745

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

September 30,

2026

2025

Weighted average diluted shares outstanding

79,729

85,613

Net income and diluted net income per share

46,991

0.59

71,708

0.84

Adjustments (1):

Amortization (net of tax of $552 and $482)

1,656

0.02

1,447

0.01

Stock-based compensation (net of tax of $1,231 and $851)

3,691

0.05

2,553

0.03

Transformational and restructuring expenses (net of tax of $1,529 and $1,489)

4,589

0.06

4,466

0.05

Net gain on investments in divested businesses (net of tax of $5,226)

—

(15,680

)

(0.18

)

Net impact from discrete tax events

319

—

(7,003

)

(0.08

)

Adjusted income and diluted EPS

57,246

0.72

57,491

0.67

(1)

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

Nine Months Ended

September 30,

2026

2025

Weighted average diluted shares outstanding

81,260

85,559

Net income and diluted net income per share

116,406

1.43

131,705

1.54

Adjustments (1):

Amortization (net of tax of $1,670 and $1,334)

5,012

0.06

4,003

0.05

Stock-based compensation (net of tax of $3,381 and $1,927)

10,141

0.13

5,781

0.07

Transformational and restructuring expenses (net of tax of $4,878 and $4,099)

14,637

0.18

12,295

0.14

Net gain on investments in divested businesses (net of tax of $5,226)

—

(15,680

)

(0.18

)

Net impact from discrete tax events

(1,412

)

(0.02

)

(6,439

)

(0.08

)

Adjusted income and diluted EPS

144,784

1.78

131,665

1.54

(1)

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

Pediatrix Medical Group, Inc.

Balance Sheet Highlights

(in thousands)

(Unaudited)

As of

September 30, 2026

As of

December 31, 2025

Assets:

Cash and cash equivalents

311,916

375,241

Short-term investments

113,921

124,482

Accounts receivable, net

231,818

229,665

Other current assets

26,421

34,126

Intangible assets, net

13,095

16,862

Operating and finance lease right-of-use assets

33,710

34,330

Goodwill, other assets, property and equipment

1,408,539

1,431,990

Total assets

2,139,420

2,246,696

Liabilities and shareholders' equity:

Accounts payable and accrued expenses

342,859

419,530

Total debt, including finance leases, net

577,720

597,338

Operating lease liabilities

34,282

37,277

Other liabilities

334,944

326,697

Total liabilities

1,289,805

1,380,842

Total shareholders' equity

849,615

865,854

Total liabilities and shareholders' equity

2,139,420

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

153,500

160,800

Interest expense

32,800

Income tax provision

56,800

59,500

Depreciation and amortization expense

24,400

Transformational and restructuring related expenses

22,500

Adjusted EBITDA

290,000

300,000

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

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Local phone number for entity.

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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 13e-4(c) under the Exchange Act.

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

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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.

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

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Title of a 12(b) registered security.

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

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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 soliciting material pursuant to Rule 14a-12 under the Exchange Act.

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Trading symbol of an instrument as listed on an exchange.

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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 written communications pursuant to Rule 425 under the Securities Act.

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