Centene (NYSE: CNC) executive details stock, RSU and phantom units
Rhea-AI Filing Summary
Centene Corp executive Michael A. Carson filed a Form 3 disclosing his initial equity interests in the company. He reports direct ownership of 122,882 shares of common stock and indirect ownership of 825 shares held by his spouse. He also holds 556.069 units of phantom stock, each linked to the value of one Centene common share and acquired through payroll contributions to the company’s deferred compensation plan.
Carson’s ownership further includes 57,619 previously awarded restricted stock units that vest between October 15, 2026 and March 15, 2027, and 56,128 performance stock units subject to three-year performance conditions, with potential vesting from 0% to 200% of target based on the company’s performance.
Positive
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Negative
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Insider Trade Summary
3 transactions reported
Mixed
3 txns
Insider
Carson Michael A
Role
Group President, Medicare&Spec
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| holding | Phantom Stock | -- | -- | -- |
| holding | Common Stock | -- | -- | -- |
| holding | Common Stock | -- | -- | -- |
Holdings After Transaction:
Phantom Stock — 556.069 shares (Direct);
Common Stock — 122,882 shares (Direct);
Common Stock — 825 shares (Indirect, By Spouse)
Footnotes (5)
- F1. Ownership includes 57,619 previously awarded restricted stock units subject to the following vesting requirements: 42,040 units vest in three equal installments on the anniversary of the grant date beginning October 15, 2026; 4,230 units vest on January 15, 2027; 9,738 units vest in two equal installments on the anniversary of the grant date beginning March 15, 2027; 1,611 units vest on March 15, 2027.
- F2. Ownership includes 56,128 previously awarded performance stock units which are subject to meeting three-year performance conditions: 8,975 performance stock units were granted on March 15, 2024; 14,608 performance stock units were granted on March 15, 2025; 32,545 performance stock units were granted on January 26, 2026. For performance stock units granted in 2024 and 2025, the actual number of performance stock units that will vest at the end of the three-year performance period, ranges from 0% to 200% of the reported target performance based on the achievement of performance conditions. For performance stock units granted in 2026, the actual number of performance stock units that will vest on March 15, 2029 ranges from 0% to 200% of the reported target performance stock units based on the Company's stock price performance for the final 20 trading days of 2025, compared to the final 60 trading days of 2028.
- F3. The phantom stock has no formal expiration date. The phantom stock will be settled in cash or other non-Company securities upon Mr. Carson's termination with the Company or on such other date Mr. Carson may elect.
- F4. The phantom stock was acquired by Mr. Carson through regularly scheduled payroll contributions to the Company's deferred compensation plan.
- F5. Each share of phantom stock represents the right to receive the fair market value of one share of Centene common stock.
Key Figures
Direct common stock holdings: 122,882 shares
Indirect common stock holdings by spouse: 825 shares
Phantom stock units: 556.069 units
+5 more
8 metrics
Direct common stock holdings
122,882 shares
Total common shares held directly following reported holdings
Indirect common stock holdings by spouse
825 shares
Common shares held indirectly through spouse
Phantom stock units
556.069 units
Phantom stock linked to Centene common stock fair market value
Restricted stock units
57,619 units
Previously awarded RSUs with vesting into 2027
Performance stock units
56,128 units
PSUs with 0%-200% vesting based on three-year performance
PSU grant March 15, 2024
8,975 units
Part of total performance stock units subject to conditions
PSU grant March 15, 2025
14,608 units
Additional performance stock unit grant
PSU grant January 26, 2026
32,545 units
Performance stock units with vesting on March 15, 2029
Key Terms
restricted stock units, performance stock units, phantom stock, deferred compensation plan, +1 more
5 terms
restricted stock units financial
"Ownership includes 57,619 previously awarded restricted stock units subject to the following vesting requirements"
Restricted stock units are a type of company reward where employees are promised shares of stock, but they only fully own these shares after meeting certain conditions, like staying with the company for a set time. They matter because they can become valuable assets and are often used to motivate employees to help the company succeed.
performance stock units financial
"Ownership includes 56,128 previously awarded performance stock units which are subject to meeting three-year performance conditions"
Performance stock units are a type of company award that grants employees shares of stock only if certain performance goals are met. They motivate employees to work toward specific company achievements, aligning their interests with those of shareholders. For investors, they can influence a company's future stock supply and reflect management’s confidence in reaching key targets.
phantom stock financial
"The phantom stock has no formal expiration date. The phantom stock will be settled in cash or other non-Company securities"
A phantom stock is a form of compensation that gives employees or executives the benefits of stock ownership, such as the increase in stock value, without actually giving them real shares. It acts like a promise to pay the employee the equivalent value of company stock later, often as a bonus or incentive. This allows companies to motivate and reward staff without diluting ownership or transferring actual shares.
deferred compensation plan financial
"The phantom stock was acquired by Mr. Carson through regularly scheduled payroll contributions to the Company's deferred compensation plan"
A deferred compensation plan is an arrangement where an employer agrees to pay part of an employee’s pay or bonus at a later date instead of immediately, often to reduce current tax bills or to tie rewards to long-term performance. For investors it matters because these promises create future cash obligations and influence executive incentives and retention; they can affect a company’s reported liabilities, cash flow planning and the risk profile if the business faces financial trouble.
fair market value financial
"Each share of phantom stock represents the right to receive the fair market value of one share of Centene common stock"
The price a willing buyer and a willing seller would agree on for an asset or security when neither is under pressure and both have access to the same information. Think of it as the market’s neutral estimate of what something is worth, like the price two neighbors would settle on for a car after comparing similar listings. Investors care because fair market value guides buying and selling decisions, tax reporting, portfolio valuation, and how accurately company assets are reflected in financial statements.
AI-generated analysis. How Rhea-AI works. Not financial advice.
FAQ
What does Michael A. Carson’s Form 3 for CENTENE CORP (CNC) show?
The Form 3 shows Michael A. Carson’s initial report of equity interests in Centene. He discloses direct and indirect common stock holdings, phantom stock units, and significant restricted and performance stock unit awards with future vesting and performance conditions.
What restricted stock units are reported for Michael A. Carson at CENTENE CORP?
Carson’s ownership includes 57,619 previously awarded restricted stock units. These vest over time: 42,040 in three annual installments starting October 15, 2026, 4,230 on January 15, 2027, and 11,349 across dates including March 15, 2027, subject to continued service conditions.
What performance stock units does Michael A. Carson hold in CENTENE CORP?
He holds 56,128 performance stock units granted in 2024, 2025, and 2026. The actual number vesting over three-year periods can range from 0% to 200% of target, depending on performance metrics, including stock price performance for specific multi-year trading periods.
How do the phantom stock units reported by Michael A. Carson work?
Each phantom stock unit represents the right to receive the fair market value of one Centene common share. These units were acquired through regular payroll contributions to a deferred compensation plan and will be settled in cash or non-company securities upon termination or another elected date.
Is Michael A. Carson’s indirect ownership in CENTENE CORP held personally?
The filing states that 825 Centene common shares are held indirectly "By Spouse." This indicates those shares are legally owned by his spouse, while still being reportable as part of his beneficial ownership under securities disclosure rules.