[8-K] Centene Corporation Reports Material Event

Rhea-AI Filing Summary

E2open Parent Holdings, Inc. ("ETWO") filed Post-Effective Amendment No. 1 to five Form S-8 registration statements. The amendments collectively cover 45,222, (5.77 m + 12.30 m + 7.30 m + 4.85 m + 15.00 m) previously registered shares reserved under the 2021 Omnibus Incentive Plan.

• Deregistration: All unsold or unissued Class A common shares and related plan interests are withdrawn from registration and the effectiveness of the S-8 statements is terminated.
• Reason: On 3 Aug 2025 ETWO completed a merger with WiseTech Global Ltd.; ETWO now survives as a wholly owned subsidiary. As the public offering has ended, the company is required to remove any remaining registered securities.
• Procedural nature: No operating, financial or earnings data are provided. The filing solely satisfies Securities Act undertakings following the corporate transaction.

This amendment has neutral economic impact; it simply eliminates future issuances under the prior equity incentive plan now that ETWO is privately held within WiseTech.

Positive

• Corporate housekeeping completed – Deregistration removes redundant filings and ongoing compliance expenses.

Negative

• Equity incentive plan discontinued – No additional shares will be issued under the 2021 Omnibus Incentive Plan following deregistration.

Insights

Securities Analyst

TL;DR: Filing is a routine deregistration after ETWO’s merger; no direct valuation impact for remaining security holders.

By terminating five S-8 registrations, ETWO affirms that all public equity incentive issuances have ceased following its acquisition by WiseTech Global. The action satisfies Rule 478 and prevents unnecessary SEC compliance costs. Since ETWO is now wholly owned, public investors have already been cashed-out or converted under merger terms; therefore, the amendment does not alter cash flows, capitalization, or outlook. Impact is procedural and neutral.

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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): August 1, 2025

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 5.02 DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS OF CERTAIN OFFICERS

(b)    On August 1, 2025, Director Wayne S. DeVeydt notified Centene Corporation (the Company) of his resignation, effective immediately. Mr. DeVeydt's resignation was not the result of any dispute or disagreement with the Company or the Company's Board of Directors (the Board) on any matter relating to the operations, policies or practices of the Company.

Effective as of Mr. DeVeydt's resignation, the Board reduced the number of directors constituting the Board to ten directors.

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:

August 4, 2025

By:

/s/ Christopher A. Koster

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

FAQ

Why did ETWO file Post-Effective Amendments to its Form S-8 registrations?

The company merged with WiseTech Global on 3 Aug 2025 and is now a wholly owned subsidiary, so it must remove unsold shares from registration.

How many ETWO shares were deregistered?

A total of 45.2 million Class A common shares reserved under the 2021 Omnibus Incentive Plan were withdrawn.

Does the filing contain new financial results for ETWO?

No. It is purely procedural and includes no revenue, earnings, or balance-sheet data.

What happens to ETWO's 2021 Omnibus Incentive Plan after this filing?

The plan remains but no further share issuances can occur under these now-terminated SEC registrations.

Is this amendment expected to affect WiseTech Global’s financials?

The impact is immaterial; it only cleans up legacy ETWO filings and does not change WiseTech’s consolidated figures.