Item 1.01. Entry into a Material Definitive Agreement.

On November 2, 2020, Molina Healthcare, Inc., a Delaware corporation (the "Company"), entered into a purchase agreement (the "Purchase Agreement"), by and between the Company and BofA Securities, Inc., acting as representative of the several initial purchasers named in Schedule A thereto (the "Initial Purchasers"), relating to the issuance and sale of $650 million aggregate principal amount of the Company's senior notes due 2030 (the "Notes"), in a private offering to individuals reasonably believed to be "qualified institutional buyers" pursuant to Rule 144A under the Securities Act of 1933, as amended (the "Securities Act"), and to certain persons outside the United States in reliance on Regulation S under the Securities Act. The offering is expected to close on or about November 17, 2020, subject to the satisfaction of customary closing conditions (the "Settlement Date").

The Notes will bear interest at a rate of 3.875% per year. Interest will be payable semi-annually in arrears on May 15 and November 15 of each year, commencing May 15, 2021, and will accrue from the Settlement Date. The Notes will mature on November 15, 2030.

The Company estimates that after deducting fees and expenses payable by the Company, the net proceeds from the issuance and sale of the Notes will be approximately $641 million (the "Net Proceeds"). The Company intends to use approximately $346 million of the Net Proceeds to redeem the entire $330 million outstanding principal amount of its 4.875% senior notes due 2025, and to pay related fees and expenses. The Company intends to use the remaining Net Proceeds for general corporate purposes, which may include repayment of indebtedness, share repurchases, funding for acquisitions, capital expenditures, additions to working capital and capital contributions to the Company's health plan subsidiaries to meet statutory requirements in new or existing states.

The Purchase Agreement contains customary representations, warranties and agreements by the Company. In addition, the Company has agreed to indemnify the Initial Purchasers against certain liabilities, as more particularly described in Section 7(a) of the Purchase Agreement.

The foregoing summary of the Purchase Agreement does not purport to be complete and is subject to, and qualified in its entirety by, the full text of the Purchase Agreement. A copy of the Purchase Agreement is being filed as Exhibit 1.1 hereto and is incorporated herein by reference.

Item 8.01. Other Events.

On November 2, 2020, the Company issued a press release announcing the pricing of the Notes. A copy of the press release is being filed as Exhibit 99.1 to this Current Report on Form 8-K.

Item 9.01. Financial Statements and Exhibits.

(d)      Exhibits:

Exhibit  Description
No.

  1.1      Purchase Agreement, dated November 2, 2020, by and among the Company
         and BofA Securities, Inc., as representative of the several initial
         purchasers named in Schedule A thereto

  99.1     Press release of Molina Healthcare, Inc. issued November 2, 2020

104      Cover page information from Molina Healthcare, Inc.'s Current Report on
         Form 8-K filed on November 3, 2020 formatted in iXBRL (Inline Extensible
         Business Reporting Language)

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