8-K

UNITED STATESSECURITIES AND EXCHANGE COMMISSIONWASHINGTON, 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): May 06, 2025

Pediatrix Medical Group, Inc.

(Exact name of Registrant as Specified in Its Charter)

Florida	001-12111	26-3667538
(State or Other Jurisdiction<br>of Incorporation)	(Commission File Number)	(IRS Employer<br>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<br>Symbol(s)	Name of each exchange on which registered
Common Stock, par value $.01 per share	MD	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 May 6, 2025, Pediatrix Medical Group, Inc., a Florida corporation (the “Company”), issued a press release announcing the results of its operations for the three months ended March 31, 2025 (the “First Quarter Release”). A copy of the First 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 May 6, 2025.

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:	May 6, 2025	By:	/s/ Kasandra H. Rossi
			Kasandra H. Rossi<br>Chief Financial Officer

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 First Quarter Results

Raises Full Year 2025 Adjusted EBITDA Outlook Range

FORT LAUDERDALE, Fla., May 6, 2025 - Pediatrix Medical Group, Inc. (NYSE: MD), a leading provider of physician services, today reported earnings of $0.24 per share for the three months ended March 31, 2025. On a non-GAAP basis, Pediatrix reported Adjusted EPS of $0.33.

For the 2025 first quarter, Pediatrix reported the following results:

• Net revenue of $458 million;
• Net income of $21 million; and
• Adjusted EBITDA of $49 million.

“Our strong first quarter results reflect same-unit top-line outperformance versus our expectations, continued steady cost management and the successful results of the portfolio restructuring we completed last year. As a result of our strong first quarter performance, we are raising our full year 2025 Adjusted EBITDA outlook from a range of $215 million to $235 million to a range of $220 million to $240 million, demonstrating our commitment to delivering value for our stakeholders,” said Mark S. Ordan, Chief Executive Officer of Pediatrix Medical Group. “While we are raising our guidance, we remain mindful of the uncertainty that we face in the healthcare industry and the broad economic turbulence that is challenging virtually all companies.”

Operating Results– Three Months Ended March 31, 2025

Pediatrix’s net revenue for the three months ended March 31, 2025 was $458.4 million, compared to $495.1 million for the prior-year period. This decrease reflects the impact of non-same unit activity, primarily practice dispositions, partially offset by growth in same-unit net revenue of 6.2 percent.

Same-unit revenue from net reimbursement-related factors increased by 4.6 percent for the 2025 first quarter as compared to the prior-year period. This increase primarily reflects improved payor mix and modest improvements in hospital contract administrative fees. The percentage of services reimbursed by commercial and other non-government payors increased by approximately 120 basis points compared to the prior year period.

Same-unit revenue attributable to patient volume increased by 1.6 percent for the 2025 first 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 months ended March 31, 2025. (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<br>March 31, 2025
Hospital-based patient services	1.7%
Office-based patient services	2.6%
Neonatology services<br>(within hospital-based services):
Neonatal intensive care unit (NICU) days	2.0%

For the 2025 first quarter, practice salaries and benefits expense was $337.0 million, compared to $369.1 million for the prior-year period. This comparison primarily reflects the impact of practice disposition activity, partially offset by increases in same-unit clinical compensation costs, including incentive compensation based on practice results.

For the 2025 first quarter, general and administrative expenses were $58.6 million, as compared to $60.2 million for the prior-year period. This decrease primarily reflects net staffing reductions, partially offset by increases in certain professional services and information technology expenses.

For 2025 first quarter, transformational and restructuring related expenses were $6.6 million, compared to $8.5 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 and transformational and restructuring related expenses, was $49.2 million for the 2025 first quarter, compared to $37.2 million for the prior-year period. The increase in Adjusted EBITDA was primarily due to the net favorable impacts from same-unit results and practice disposition activity completed during 2024.

Depreciation and amortization expense was $5.3 million for the first quarter of 2025, compared to $10.3 million for same period in 2024. This comparison was primarily related to a

decrease in depreciation expense related to non-same unit activity, primarily practice dispositions.

Interest expense was $9.2 million for the first quarter of 2025, compared to $10.6 million for the first quarter of 2024.

Investment and other income was $4.7 million for the first quarter of 2025, compared to $2.0 million for the prior year period. The increase was primarily related to interest income earned on cash balances.

Pediatrix generated net income of $20.7 million, or $0.24 per diluted share, for the 2025 first quarter, based on a weighted average 85.4 million shares outstanding. This compares with net income of $4.0 million, or $0.05 per diluted share, for the 2024 first quarter, based on a weighted average 83.3 million shares outstanding.

For the first quarter of 2025, Pediatrix reported Adjusted EPS of $0.33, compared to $0.20 for the first quarter of 2024. 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 discrete tax events.

Financial Position and Cash Flow – Continuing Operations

Pediatrix had cash and cash equivalents of $99.0 million at March 31, 2025, compared to $229.9 million at December 31, 2024, and net accounts receivable at March 31, 2025 were $242.5 million.

For the first quarter of 2025, Pediatrix used cash of $116.1 million to fund continuing operations, compared to a use of $122.6 million during the first quarter of 2024. Pediatrix typically uses cash during the first quarter of each year as it pays incentive compensation, primarily to its affiliated physicians, and makes employee benefit plan matching contributions that were accrued during the prior year. Additionally, during the first quarter of 2025, the Company used $3.3 million to fund capital expenditures.

At March 31, 2025, Pediatrix had total debt outstanding of $611 million, consisting of its $400 million in 5.375% Senior Notes due 2030 and $211 million in borrowings under its Term A Loan. At March 31, 2025, the Company had no outstanding borrowings under its $450 million revolving line of credit.

Updated 2025 Outlook

As a result of the strong first quarter 2025 performance, Pediatrix is raising its full year 2025 outlook for Adjusted EBITDA, as defined above, and now anticipates Adjusted EBITDA will be in a range of $220 million to $240 million.

Non-GAAP Measures

A reconciliation of Adjusted EBITDA and Adjusted EPS to the most directly comparable GAAP measures for the three months ended March 31, 2025 and 2024 is 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. 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 4,400 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, 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 the Company’s current reports on Form 8-K, filed with the Securities and Exchange Commission, and include 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 impact of the Company’s termination of its then third-party revenue cycle management provider and transition to a hybrid revenue cycle management model with one or more new third-party service providers, including any transition costs associated therewith; the impact of surprise billing legislation; the effects of economic conditions on the Company’s business; the effects of the Affordable Care Act and potential healthcare reform; the Company’s relationships with government-sponsored or funded healthcare programs, including Medicare and Medicaid, and with managed care organizations and commercial health insurance payors; the Company’s ability to comply with the terms of its debt financing arrangements;

the impact of management transitions; the timing and contribution of future acquisitions or organic growth initiatives; the effects of share repurchases; and the effects of the Company’s transformation initiatives, including its reorientation on, and growth strategy for, its hospital based and maternal fetal businesses.

Pediatrix Medical Group, Inc.

Consolidated Statements of Income and Comprehensive Income

(in thousands, except per share data)

(Unaudited)

			2024
Net revenue	458,359		$	495,101
Operating expenses:
Practice salaries and benefits	337,031			369,138
Practice supplies and other operating expenses	18,686			31,085
General and administrative expenses	58,604			60,198
Depreciation and amortization	5,332			10,308
Transformational and restructuring related expenses	6,605			8,480
Total operating expenses	426,258			479,209
Income from operations	32,101			15,892
Investment and other income	4,737			2,013
Interest expense	(9,154	)		(10,599	)
Equity in earnings of unconsolidated affiliate	406			518
Total non-operating expenses	(4,011	)		(8,068	)
Income before income taxes	28,090			7,824
Income tax provision	(7,353	)		(3,789	)
Net income	20,737		$	4,035
Other comprehensive income, net of tax
Unrealized holding gain on investments, net of tax of 255 and 20	779			60
Total comprehensive income	21,516		$	4,095
Per common and common equivalent share data (diluted):
Net income:	0.24		$	0.05
Weighted average common shares	85,430			83,275

All values are in US Dollars.

Pediatrix Medical Group, Inc.

Reconciliation of Net Income to Adjusted EBITDA

(in thousands)

(Unaudited)

	Three Months Ended<br>March 31,
	2025		2024
Net income	$	20,737	$	4,035
Interest expense		9,154		10,599
Income tax provision		7,353		3,789
Depreciation and amortization expense		5,332		10,308
Transformational and restructuring related expenses		6,605		8,480
Adjusted EBITDA	$	49,181	$	37,211

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)

					2024
Weighted average diluted shares outstanding					83,275
Net income and diluted net income per share	20,737		$	0.24	$	4,035	$	0.05
Adjustments (1):
Amortization (net of tax of 430 and 863)	1,290			0.01		2,589		0.03
Stock-based compensation (net of tax of 573 and 716)	1,720			0.02		2,146		0.03
Transformational and restructuring expenses (net of tax of 1,651 and 2,120)	4,954			0.06		6,360		0.08
Net impact from discrete tax events	(175	)		—		1,676		0.01
Adjusted income and diluted EPS	28,526		$	0.33	$	16,806	$	0.20

All values are in US Dollars.

(1) A blended tax rate of 25% was used to calculate the tax effects of the adjustments for the three months ended March 31, 2025 and 2024.

Pediatrix Medical Group, Inc.

Balance Sheet Highlights

(in thousands)

(Unaudited)

	As of <br>March 31, 2025		As of <br>December 31, 2024
Assets:
Cash and cash equivalents	$	98,978	$	229,940
Investments		120,198		118,566
Accounts receivable, net		242,529		259,990
Other current assets		29,965		31,111
Intangible assets, net		10,387		11,595
Operating and finance lease right-of-use assets		39,866		39,267
Goodwill, other assets, property and equipment		1,451,556		1,462,231
Total assets	$	1,993,479	$	2,152,700
Liabilities and shareholders' equity:
Accounts payable and accrued expenses	$	234,173	$	398,690
Total debt, including finance leases, net		612,604		617,664
Operating lease liabilities		42,712		44,649
Other liabilities		314,802		326,759
Total liabilities		1,204,291		1,387,762
Total shareholders' equity		789,188		764,938
Total liabilities and shareholders' equity	$	1,993,479	$	2,152,700

Pediatrix Medical Group, Inc.

Reconciliation of Net Income to Forward-Looking Adjusted EBITDA

(in thousands)

(Unaudited)

	Year Ended<br>December 31, 2025
Net income	$	106,210	$	120,810
Interest expense		36,870		36,870
Income tax provision		39,280		44,680
Depreciation and amortization expense		26,060		26,060
Transformational and restructuring related expenses		11,580		11,580
Adjusted EBITDA	$	220,000	$	240,000