Form 8-K - Current report

0001032220FALSE00010322202024-06-102024-06-10

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): June 10, 2024

Maximus, Inc.

(Exact name of registrant as specified in its charter)

Virginia

1-12997

54-1000588

(State or other jurisdiction of incorporation)

(Commission File Number)

(I.R.S. Employer Identification No.)

1600 Tysons Boulevard

McLean

,

VA

22102

(Address of principal executive offices)

(Zip Code)

Registrant's telephone number, including the area code

(

703

)

251-8500

No Change

(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, no par value

MMS

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 8.01    Other Events.

On June 10, 2024, the Board of Directors of Maximus, Inc. (the “Company”) approved an increase to the existing stock purchase program. The increased stock purchase program authorizes the Company to purchase up to an aggregate amount of $200 million of the Company’s common stock, no par value (“Common Stock”), including approximately $6 million of remaining availability under the existing program.

The Company intends to purchase shares opportunistically at prevailing market prices in the open market, or in privately negotiated transactions, with the amount and timing of purchases depending on market conditions, corporate needs, and other factors.

This program does not obligate the Company to acquire any particular amount of Common Stock, has no specified expiration date, and may be extended, modified, suspended or discontinued at any time at the Company’s discretion.

The Company issued a press release announcing the increase to the existing stock purchase program. A copy of the press release is furnished as Exhibit 99.1 to this report.

Forward-Looking Statements

Except for historical information, all of the statements, expectations, and assumptions contained in this Current Report on Form 8-K are forward-looking statements as that term is defined in the Private Securities Litigation Reform Act of 1995, including statements regarding the Company’s stock purchase program and capital allocation priorities. Actual results may differ materially from those explicit or implicit in the forward-looking statements. Important factors that could cause actual results to differ materially include, but are not limited to: the fact that common stock purchases may not be conducted in the timeframe or in the manner the Company expects, or at all, the Company’s capital allocation priorities may shift and the other risk factors disclosed in the Company’s Annual Report on Form 10-K for the year ended September 30, 2023, as updated by the Company’s other filings with the Securities and Exchange Commission, copies of which are available free of charge on the Company’s website at investor.maximus.com. The Company assumes no obligation and does not intend to update these forward-looking statements, except as required by law.

Item 9.01    Financial Statements and Exhibits.

(d)     Exhibits.

  

Exhibit No.			Description
99.1			Press release dated June 12, 2024
104			Inline XBRL for the cover page of this Current Report on Form 8-K.

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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.

						Maximus, Inc.
						(Registrant)
Date: June 12, 2024						/s/ John T. Martinez
						John T. Martinez
						Chief Legal Officer and Secretary

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FOR IMMEDIATE RELEASE

Maximus Board Authorizes Expansion to Purchase Program of Maximus Common Stock

(TYSONS, Va. – June 12, 2024) – Maximus (NYSE:MMS), a leading employer and provider of government services worldwide, announced today that its Board of Directors has authorized an expansion to the purchase program for Maximus common stock of up to an aggregate of $200 million. This includes the approximately $6 million of remaining availability under the existing stock purchase program.

Maximus intends to purchase shares opportunistically at prevailing market prices in the open market, or in privately negotiated transactions, with the amount and timing of purchases depending on market conditions, corporate needs, and other factors.

“Expansion of this program is consistent with our opportunistic approach to purchasing our common stock,” commented Bruce Caswell, President and Chief Executive Officer of Maximus. “Our capital allocation priorities are unchanged and continue to be based on a disciplined approach that we believe is most beneficial to our shareholders.”

Since March 31, 2024, Maximus has purchased 538,978 shares for approximately $44.5 million.

About Maximus

As a leading strategic partner to governments across the globe, Maximus helps improve the delivery of public services amid complex technology, health, economic, environmental, and social challenges. With a deep understanding of program service delivery, acute insights that achieve operational excellence, and an extensive awareness of the needs of the people being served, our employees advance the critical missions of our partners. Maximus delivers innovative business process management, impactful consulting services, and technology solutions that provide improved outcomes for the public and higher levels of productivity and efficiency of government-sponsored programs. For more information, visit maximus.com

Forward-Looking Statements

Except for historical information, all of the statements, expectations, and assumptions contained in this press release are forward-looking statements as that term is defined in the Private Securities Litigation Reform Act of 1995, including statements regarding the Company’s stock purchase program and capital allocation priorities. Actual results may differ materially from those explicit or implicit in the forward-looking statements. Important factors that could cause actual results to differ materially include, but are not limited to: the fact that common stock purchases may not be conducted in the timeframe or in the manner the Company expects, or at all, the Company’s capital allocation priorities may shift and the other risk factors disclosed in the Company’s Annual Report on Form 10-K for the year ended September 30, 2023, as updated by the Company’s other filings with the Securities and Exchange Commission, copies of which are available free of charge on the Company’s website at investor.maximus.com. The Company assumes no obligation and does not intend to update these forward-looking statements, except as required by law.

Contacts:			Investor Relations			Media & Public Relations
			James Francis			Eileen Cassidy Rivera
			Jessica Batt			[e-mail]
			[e-mail]

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Cover Page	Jun. 10, 2024
Cover [Abstract]
Document Type	8-K
Document Period End Date	Jun. 10, 2024
Entity Registrant Name	Maximus, Inc.
Entity Incorporation, State or Country Code	VA
Entity File Number	1-12997
Entity Tax Identification Number	54-1000588
Entity Address, Address Line One	1600 Tysons Boulevard
Entity Address, City or Town	McLean
Entity Address, State or Province	VA
Entity Address, Postal Zip Code	22102
City Area Code	703
Local Phone Number	251-8500
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Common Stock, no par value
Trading Symbol	MMS
Security Exchange Name	NYSE
Entity Emerging Growth Company	false
Amendment Flag	false
Entity Central Index Key	0001032220

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