Centene reaffirms 2026 EPS guidance, >$4.80 adj

Centene will present at a healthcare conference and is reaffirming its 2026 EPS guidance, which it states is effective only through September 25, 2026.

Rhea-AI Filing Summary

CENTENE CORP (CNC) reports that management will present at the Deutsche Bank 2026 Healthcare Summit on September 16, 2026, and in related investor discussions will reaffirm full-year 2026 earnings guidance, including GAAP diluted EPS of greater than $3.11 and adjusted diluted EPS of greater than $4.80.

The company explains that it uses non-GAAP measures, such as adjusted diluted EPS, to evaluate performance, plan operations, and determine incentive compensation, and it directs investors to a prior July 28, 2026 press release for reconciliations. The guidance is characterized as forward-looking and is stated to be effective only through September 25, 2026, with no obligation to update except as may be required by law. Extensive risk factors are outlined that could cause actual results to differ from this guidance.

8-K Event Classification

Item 7.01 — Regulation FD Disclosure

1 item

Item 7.01 Regulation FD Disclosure Disclosure

Material non-public information disclosed under Regulation Fair Disclosure, often investor presentations or guidance.

Key Figures

2026 GAAP diluted EPS guidance: Greater than $3.11 2026 adjusted diluted EPS guidance: Greater than $4.80 Conference presentation time: 9:00 a.m. EDT +2 more

5 metrics

2026 GAAP diluted EPS guidance Greater than $3.11 Full year 2026 guidance reaffirmed during the Deutsche Bank 2026 Healthcare Summit

2026 adjusted diluted EPS guidance Greater than $4.80 Full year 2026 non-GAAP guidance discussed with investors

Conference presentation time 9:00 a.m. EDT Centene’s participation at the Deutsche Bank 2026 Healthcare Summit on September 16, 2026

Guidance effectiveness date Through September 25, 2026 Company states 2026 guidance in this report is only effective through this date

Par value of common stock $0.001 per share Common stock registered on the New York Stock Exchange under symbol CNC

Key Terms

Regulation FD, non-GAAP financial measures, GAAP diluted earnings per share, adjusted diluted EPS, +2 more

6 terms

Regulation FD regulatory

"ITEM 7.01 REGULATION FD DISCLOSURE Centene Corporation (the Company) will be participating"

Regulation FD is a rule that prevents company insiders, like executives, from sharing important information with some people before others get it. It matters because it helps ensure all investors have equal access to key news, making the stock market fairer and reducing chances of insider trading.

non-GAAP financial measures financial

"The Company is providing certain non-GAAP financial measures in this release"

Non-GAAP financial measures are numbers companies use to show their financial performance that exclude certain expenses or income. They help investors see how the company might perform without one-time costs or other unusual items, giving a different perspective from official reports. However, since they can be adjusted, they don’t always tell the full story and should be looked at alongside standard financial figures.

GAAP diluted earnings per share financial

"reaffirming its full year 2026 GAAP diluted earnings per share (EPS) guidance"

GAAP diluted earnings per share is a financial measure that shows how much profit a company earns for each share of its stock, assuming all potential shares from options or other securities are converted into actual shares. It helps investors understand the company's profitability on a per-share basis, considering the possible increase in shares that could reduce earnings per share, much like dividing a pie among more people. This metric provides a clearer picture of the company's true earnings available to each share holder.

adjusted diluted EPS financial

"its full year adjusted diluted EPS guidance of greater than $4.80"

Adjusted diluted EPS is a company’s profit per share after adding back or removing one-time items (like restructuring costs or gains) and dividing by the number of shares including potential shares from options and convertible securities. Investors use it as a cleaner view of ongoing earnings—like looking at a car’s regular fuel efficiency rather than a trip boosted by downhill coasting—to judge underlying performance and compare companies without temporary distortions.

Private Securities Litigation Reform Act of 1995 regulatory

"covered by the safe-harbor provisions for forward-looking statements contained in the Private Securities Litigation Reform Act of 1995"

Enhanced Advance Premium Tax Credits (eAPTCs) regulatory

"including the timing and terms of renewal or modification of the Enhanced Advance Premium Tax Credits (eAPTCs)"

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What 2026 EPS guidance is Centene (CNC) reaffirming in this 8-K?

Centene is reaffirming full-year 2026 guidance for GAAP diluted EPS of greater than $3.11 and adjusted diluted EPS of greater than $4.80. The company presents adjusted EPS as a non-GAAP measure and refers investors to a July 28, 2026 press release for reconciliations.

When and where is Centene (CNC) presenting this guidance update?

Centene states it will participate in the Deutsche Bank 2026 Healthcare Summit on September 16, 2026, at 9:00 a.m. EDT. A simultaneous live audio webcast and replay will be available via a provided webcast link and through the Investors section of its website.

How long is Centene’s 2026 guidance in this filing intended to remain effective?

Centene states that the guidance included is only effective through September 25, 2026. The company notes it will not update or affirm this guidance after that date unless it publicly announces updated or affirmed guidance.

Why does Centene (CNC) use non-GAAP financial measures like adjusted diluted EPS?

Centene explains it uses non-GAAP measures to assess ongoing operations, evaluate performance across periods, plan the business, and determine employee incentive compensation. It cautions that such measures should not be considered in isolation from GAAP results.

Where can investors find a reconciliation from GAAP EPS to adjusted EPS for Centene (CNC)?

Centene directs investors to a press release filed as Exhibit 99.1 to a prior filing on July 28, 2026 for a reconciliation of GAAP diluted EPS to adjusted diluted EPS. It encourages reviewing its consolidated financial statements and publicly filed reports in full.

What kind of risks does Centene (CNC) highlight that could affect achieving its 2026 guidance?

Centene lists numerous factors, including rate changes by government payors, regulatory and legislative shifts, medical cost trends, competition, contract changes or terminations, cybersecurity incidents, economic conditions, and legal or regulatory proceedings, any of which could cause results to differ from its guidance.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Available on EDGAR 09/16/2026 - 06:01 AM Accepted by SEC EDGAR 09/15/2026 - 06:54 PM Learn about SEC filing dates

0001071739false00010717392026-09-162026-09-16

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): September 16, 2026

CENTENE CORPORATION

(Exact Name of Registrant as Specified in Charter)

Delaware

001-31826

42-1406317

(State or Other Jurisdiction of Incorporation)

(Commission File Number)

(IRS Employer Identification No.)

7700 Forsyth Boulevard,

St. Louis,

Missouri

63105

(Address of Principal Executive Offices)

(Zip Code)

Registrant’s telephone number, including area code: (314) 725-4477

(Former Name or Former Address, if Changed Since Last Report): N/A

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 (see General Instruction A.2. below):

☐    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, $0.001 Par Value

CNC

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 7.01 REGULATION FD DISCLOSURE

Centene Corporation (the Company) will be participating at the Deutsche Bank 2026 Healthcare Summit on Wednesday, September 16, 2026, at 9:00 a.m. EDT. During the conference, and in subsequent discussions with investors continuing through the week of September 21, members of management will discuss the Company's business and financial results, including reaffirming its full year 2026 GAAP diluted earnings per share (EPS) guidance of greater than $3.11 and its full year adjusted diluted EPS guidance of greater than $4.80.

A simultaneous live audio webcast of Centene's participation in the Deutsche Bank 2026 Healthcare Summit will be available at https://event.webcasts.com/starthere.jsp?ei=1774790&tp_key=169027a7a1&tp_special=8. A webcast replay will be available following the presentation via the Company's website at www.centene.com, under the Investors section.

Non-GAAP Financial Presentation

The Company is providing certain non-GAAP financial measures in this release as the Company believes that these figures are helpful in allowing investors to more accurately assess the ongoing nature of the Company's operations and measure the Company's performance more consistently across periods. The Company uses the presented non-GAAP financial measures internally in evaluating the Company's performance and for planning purposes, by allowing management to focus on period-to-period changes in the Company's core business operations, and in determining employee incentive compensation. Therefore, the Company believes that this information is meaningful in addition to the information contained in the GAAP presentation of financial information. The Company strongly encourages investors to review its consolidated financial statements and publicly filed reports in their entirety and cautions investors that the non-GAAP financial measures used by the Company may differ from similar measures used by other companies, even when similar terms are used to identify such measures. The presentation of non-GAAP financial measures is not intended to be considered in isolation or as a substitute for the financial information prepared and presented in accordance with GAAP.

Specifically, the Company believes the presentation of non-GAAP financial measures that excludes amortization of acquired intangible assets, acquisition and divestiture related expenses, as well as other items, allows investors to develop a more meaningful understanding of the Company's core performance over time. Please refer to the press release filed as Exhibit 99.1 to the Form 8-K on July 28, 2026, for a reconciliation of GAAP diluted EPS to adjusted diluted EPS.

The information contained in Item 7.01 of this Form 8-K shall not be deemed to be "filed" for purposes of Section 18 of the Securities Exchange Act of 1934 or otherwise subject to the liabilities of that section. Nor shall such information be deemed incorporated by reference in any filing under the Securities Act of 1933 or the Securities Exchange Act of 1934, except as expressly set forth by specific reference in such a filing.

Forward-Looking Statements

All statements, other than statements of current or historical fact, contained in this Form 8-K are forward-looking statements. Without limiting the foregoing, forward-looking statements often use words such as "believe," "anticipate," "plan," "expect," "estimate," "predict," "intend," "seek," "target," "goal," "potential," "may," "will," "would," "could," "should," "can," "continue," and other similar words or expressions (and the negative thereof). Our 2026 full year guidance is a forward-looking statement. Centene Corporation and its subsidiaries (Centene, the Company, our or we) intends such forward-looking statements to be covered by the safe-harbor provisions for forward-looking statements contained in the Private Securities Litigation Reform Act of 1995, and we are including this statement for purposes of complying with these safe-harbor provisions. In particular, these statements include, without limitation, statements about our expected future operating or financial performance, changes in laws and regulations, market opportunity, expectations concerning pricing actions, competition, expected contract start dates and terms, expected activities in connection with completed and future acquisitions and dispositions, our investments, and the adequacy of our available cash resources. These forward-looking statements reflect our current views with respect to future events and are based on numerous assumptions and assessments made by us in light of our experience and perception of historical trends, current conditions, business strategies, operating environments, future developments, and other factors we believe appropriate. By their nature, forward-looking statements involve known and unknown risks and uncertainties and are subject to change because they relate to events and depend on circumstances that will occur in the future, including economic, regulatory, competitive, and other factors that may cause our or our industry's actual results, performance, or achievements to be materially different from any future results, performance, or achievements expressed or implied by these forward-looking statements. These statements are not guarantees of future performance and are subject to risks, uncertainties, and assumptions. All forward-looking statements included in this Form 8-K are based on information available to us on the date hereof. Except as may be otherwise required by law, we undertake no obligation to update or revise the forward-looking statements included in this Form 8-K, whether as a result of new information, future

events, or otherwise, after the date hereof. You should not place undue reliance on any forward-looking statements, as actual results may differ materially from projections, estimates, or other forward-looking statements due to a variety of important factors, variables, and events including, but not limited to: our ability to design and price products that are competitive and/or actuarially sound; our ability to accurately predict and effectively manage health benefits and other operating expenses and reserves, including fluctuations in medical costs; rate cuts, insufficient rate changes or other payment reductions or delays by government payors affecting our government businesses; the effect of social, economic, and political conditions, geopolitical events and state and federal policies, including the amount and terms of state and federal funding for government-sponsored healthcare programs, including as a result of changes in U.S. presidential administrations or Congress; changes in federal or state laws or regulations, including changes with respect to income tax reform or government healthcare programs as well as changes with respect to the Patient Protection and Affordable Care Act and the Health Care and Education Affordability Reconciliation Act (collectively referred to as the ACA) and any regulations enacted thereunder, including the timing and terms of renewal or modification of the Enhanced Advance Premium Tax Credits (eAPTCs) or program integrity initiatives that could have the effect of reducing membership or profitability of our products; unanticipated increased healthcare costs, including due to changes in consumer and provider behaviors, inflation and tariffs; our ability to successfully execute on our enterprise optimization initiatives, including any separation programs; our ability to maintain or achieve improvement in the Centers for Medicare and Medicaid Services (CMS) Star ratings and maintain or achieve improvement in other quality scores in each case that could impact revenue and future growth; competition, including for providers, broker distribution networks, contract reprocurements and organic growth; our ability to adequately anticipate demand and timely provide for operational resources to maintain service level requirements in compliance with the terms of our contracts and state and federal regulations; our ability to comply with the terms of our contracts and state and federal regulations and our ability to effectively oversee our third-party vendors to comply with the terms of their contracts with us and state and federal regulations; our ability to manage our information systems effectively; disruption, unexpected costs, or similar risks from business transactions, including acquisitions, divestitures, and changes in our relationships with third-party vendors; impairments to real estate, investments, goodwill and intangible assets; changes in senior management, loss of one or more key personnel or an inability to attract, hire, integrate and retain skilled personnel; membership and revenue declines or unexpected trends; changes in healthcare practices, new technologies, and advances in medicine; our ability to effectively and ethically use artificial intelligence and machine learning in compliance with applicable laws; changes in macroeconomic conditions, including inflation, interest rates and volatility in the financial markets; negative public perception of the Company and the managed care industry; uncertainty concerning government shutdowns, debt ceilings or funding; tax matters; disasters, climate-related incidents, acts of war or aggression or major epidemics; changes in expected contract start dates and terms; changes in provider, broker, vendor, state, federal and other contracts and delays in the timing of regulatory approval of contracts, including due to protests and our ability to timely comply with any such changes to our contractual requirements or manage any unexpected delays in regulatory approval of contracts; the expiration, suspension, or termination of our contracts with federal or state governments (including, but not limited to, Medicaid, Medicare or other customers); the difficulty of predicting the timing or outcome of legal or regulatory audits, investigations, proceedings or matters including, but not limited to, our ability to resolve claims and/or allegations on acceptable terms, or at all, or whether additional claims, reviews or investigations will be brought; challenges to our contract awards; cyber-attacks or other data security incidents or our failure to comply with applicable privacy, data or security laws and regulations; the exertion of management's time and our resources, and other expenses incurred and business changes required in connection with complying with the terms of our contracts and the undertakings in connection with any regulatory, governmental, or third-party consents or approvals for acquisitions or dispositions; any changes in expected closing dates, estimated purchase price, or accretion for acquisitions or dispositions; losses in our investment portfolio; restrictions and limitations in connection with our indebtedness; a downgrade of our corporate family rating, issuer rating or credit rating of our indebtedness; the availability of debt and equity financing on terms that are favorable to us; and risks and uncertainties discussed in the reports that Centene has filed with the Securities and Exchange Commission (SEC). This list of important factors is not intended to be exhaustive. We discuss certain of these matters more fully, as well as certain other factors that may affect our business operations, financial condition, and results of operations, in our filings with the SEC, including our annual report on Form 10-K, quarterly reports on Form 10-Q and current reports on Form 8-K. Due to these important factors and risks, we cannot give assurances with respect to our future performance, including without limitation our ability to maintain adequate premium levels or our ability to control our future medical and selling, general and administrative (SG&A) costs. The guidance in this Form 8-K is only effective through September 25, 2026 and will not be updated or affirmed unless and until we publicly announce updated or affirmed guidance.

SIGNATURE

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.

CENTENE CORPORATION

Date:

September 16, 2026

By:

/s/ Christopher A. Koster

Christopher A. Koster Executive Vice President, Secretary and General Counsel

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