Centene (CNC) CFO gets 173,573 stock units and corrects prior holdings

Rhea-AI Filing Summary

Centene Corporation’s chief financial officer reported a new equity grant and corrected prior holdings. On 01/26/2026, the CFO acquired 173,573 shares of common stock at a price of $0, bringing beneficial ownership to 763,230.48 shares held directly.

The award includes 69,429 restricted stock units vesting in three annual installments beginning on March 15, 2027, plus 104,144 performance stock units at target that may vest on March 15, 2029, from 0% to 200% of target based on stock price performance tests. The amendment removes 67,985 performance stock units from total holdings because they did not meet vesting criteria for the performance period ending December 31, 2025, as determined by the Compensation and Talent Committee on January 26, 2026. Current ownership also includes 316,262 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

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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^*

Asher Andrew Lynn

(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 Financial 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		173,573(1)	A	$0	763,230.48(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 69,429 restricted stock units that vest in three annual installments beginning on March 15, 2027. This award also includes 104,144 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 67,985 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 316,262 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 did Centene (CNC) disclose in this Form 4/A filing?

Centene’s chief financial officer reported acquiring 173,573 shares of common stock at $0 on January 26, 2026. The filing also corrects prior reported holdings and details vesting schedules for restricted and performance stock units tied to future stock price performance.

How many Centene shares were granted to the CFO in this transaction?

The chief financial officer was granted 173,573 shares of Centene common stock at a price of $0. This grant consists of restricted stock units and performance stock units that vest over several years based on time-based schedules and stock price performance conditions.

How are the new Centene restricted stock units scheduled to vest?

The new award includes 69,429 restricted stock units that vest in three equal annual installments. Vesting begins on March 15, 2027, and continues over the following two years, subject to the grant’s standard vesting requirements and the executive’s continued eligibility under the plan.

How do the Centene performance stock units for the CFO vest?

The award includes 104,144 performance stock units reported at target performance. These may vest on March 15, 2029 from 0% to 200% of the target, depending on Centene’s stock price performance between late 2025 and late 2028, using specified trading-day measurement windows.

Why was the Centene CFO’s earlier Form 4 amended in this filing?

The amendment removes 67,985 shares from total holdings that represented 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 CFO’s reported beneficial ownership after this transaction?

Following the reported grant, the chief financial officer beneficially owns 763,230.48 shares of Centene common stock directly. This figure includes 316,262 shares of previously granted restricted stock units and performance stock units that remain subject to applicable vesting requirements and performance conditions.

What existing equity awards are included in the Centene CFO’s holdings?

Reported ownership includes 316,262 shares from previously granted restricted stock units and performance stock units. These earlier awards are still subject to vesting requirements, meaning the underlying shares will only fully transfer as conditions and time-based schedules are satisfied.