Centene (CNC) Chief People Officer gets 74,311-share stock grant

Rhea-AI Filing Summary

Centene Corp’s Chief People Officer reported an equity award of 74,311 shares of common stock at $0 per share. After this grant, the officer beneficially owns 131,007 shares directly.

The new award includes 29,724 restricted stock units that vest in three annual installments beginning on March 15, 2027, plus 44,587 performance stock units reported at target. The performance units can vest from 0% to 200% of target on March 15, 2029, based on Centene’s stock price performance over specified trading periods in 2025 and 2028. This amended filing removes 2,073 previously counted performance stock units that did not meet vesting criteria, and notes that current ownership also includes 47,267 previously granted restricted and performance stock units 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

OMB APPROVAL

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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^*

MCNALLY TANYA M

(Last) (First) (Middle)

7700 FORSYTH BOULEVARD

(Street)

ST. LOUIS 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 People 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		74,311(1)	A	$0	131,007(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 29,724 restricted stock units that vest in three annual installments beginning on March 15, 2027. This award also includes 44,587 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 2,073 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 47,267 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 People Officer receiving an equity award of 74,311 shares of common stock at no cost. After this grant, the officer beneficially owns 131,007 shares directly, reflecting both the new award and previously granted restricted and performance stock units still subject to vesting.

How is the new 74,311-share award for Centene’s Chief People Officer structured?

The 74,311-share award includes 29,724 restricted stock units and 44,587 performance stock units, both tied to Centene common stock. The restricted units vest in three equal annual installments, while the performance units vest later based on the company’s stock price performance over designated trading periods.

What are the vesting terms for Centene (CNC) restricted stock units and performance stock units?

Restricted stock units vest in three annual installments starting on March 15, 2027. Performance stock units are reported at a target of 44,587 units and can vest between 0% and 200% of target on March 15, 2029, depending on Centene’s stock price performance over specified 2025 and 2028 trading windows.

Why was this Centene Form 4/A filed as an amendment to the January 28, 2026 report?

The amendment corrects total holdings by removing 2,073 shares representing unvested performance stock units for a performance period ending December 31, 2025. These units failed to meet vesting criteria set by the Compensation and Talent Committee on January 26, 2026 and therefore no longer count as beneficially owned.

How many Centene (CNC) shares does the Chief People Officer now beneficially own?

Following the reported transactions and corrections, the Chief People Officer beneficially owns 131,007 shares of Centene common stock directly. This figure includes 47,267 shares from previously granted restricted and performance stock units that remain subject to vesting requirements and conditions described in the filing.

What performance conditions apply to Centene’s new performance stock units grant?

The 44,587 performance stock units can vest between 0% and 200% of the target amount based on Centene’s stock price performance. The metric compares the final 20 trading days of 2025 with the final 60 trading days of 2028, with vesting occurring on March 15, 2029.