Centene (NYSE: CNC) COO gets 112,823 new stock units grant

Rhea-AI Filing Summary

Centene Corporation’s chief operating officer reported an amended equity award on Form 4/A. On January 26, 2026, the officer received 112,823 shares of common stock at $0, lifting direct beneficial ownership to 215,638 shares.

The award includes 45,129 restricted stock units that vest in three annual installments beginning March 15, 2027, plus 67,694 performance stock units at target. Those performance units can vest between 0% and 200% on March 15, 2029 based on Centene’s stock price performance over specified 2025 and 2028 trading periods. The amendment removes 9,651 unvested performance units that did not meet vesting criteria, and ownership also reflects 80,466 previously granted restricted and performance units still subject to vesting.

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

SMITH SUSAN RAYE

(Last) (First) (Middle)

7700 FORSYTH BOULEVARD

(Street)

CLAYTON MO 63105

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
CENTENE CORP [ CNC ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	Chief Operating Officer

3. Date of Earliest Transaction (Month/Day/Year)
01/26/2026

4. If Amendment, Date of Original Filed (Month/Day/Year)
01/28/2026

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock	01/26/2026		A		112,823(1)	A	$0	215,638(2)(3)	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

1. This award includes 45,129 restricted stock units that vest in three annual installments beginning on March 15, 2027. This award also includes 67,694 performance stock units reported at target level performance. 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.

2. This Form 4/A is being filed to amend the Form 4 filed on January 28, 2026 to remove from the total holdings amount 9,651 shares representing unvested performance stock units for the performance period ending on December 31, 2025 that did not meet the vesting criteria as determined by the Compensation and Talent Committee on January 26, 2026.

3. Ownership includes 80,466 shares of previously-granted restricted stock units and performance stock units (reported at target level performance) subject to vesting requirements.

Remarks:

	/s/ Christopher A. Koster (executed by attorney-in-fact)	02/06/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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FAQ

What insider transaction did Centene (CNC) report in this Form 4/A?

Centene reported its chief operating officer receiving 112,823 shares of common stock at $0 on January 26, 2026. The filing also amends prior holdings to remove performance stock units that failed to vest based on Compensation and Talent Committee determinations.

How many stock units did the Centene COO receive and at what price?

The chief operating officer received 112,823 shares of Centene common stock at a price of $0. This grant consists of restricted stock units and performance stock units, forming part of the executive’s equity-based compensation package tied to time-based vesting and stock price performance.

What are the vesting terms for the new Centene restricted stock units?

The award includes 45,129 restricted stock units that vest in three equal annual installments beginning March 15, 2027. These units require continued service through each vesting date, aligning a portion of the chief operating officer’s compensation with longer-term employment at Centene.

How are the Centene performance stock units structured in this filing?

The award includes 67,694 performance stock units reported at target, vesting on March 15, 2029. Actual vesting can range from 0% to 200% of this target, based on Centene’s stock price performance over defined trading-day windows in 2025 and 2028.

Why was this Centene Form 4 amended to Form 4/A?

The amendment removes 9,651 shares from total holdings representing unvested performance stock units for a period ending December 31, 2025. These units failed to meet vesting criteria as determined by Centene’s Compensation and Talent Committee on January 26, 2026.

What is the Centene COO’s beneficial share ownership after this transaction?

After the reported grant, the chief operating officer beneficially owns 215,638 shares of Centene common stock directly. This ownership figure also reflects 80,466 previously granted restricted and performance stock units that remain subject to vesting requirements over time.

What performance period determines vesting for certain Centene stock units?

For the 67,694 performance stock units, vesting depends on Centene’s stock price performance comparing the final 20 trading days of 2025 to the final 60 trading days of 2028. Results over these periods drive vesting between 0% and 200% of the target award on March 15, 2029.