Centene (CNC) CEO granted 520,720 stock and performance units

Rhea-AI Filing Summary

Centene Corporation reported that its Chief Executive Officer received an equity award covering 520,720 shares of common stock at a price of $0. After this grant, the CEO beneficially owns 1,224,892 shares.

The award includes 138,859 restricted stock units vesting in three annual installments starting March 15, 2027, and 69,429 restricted stock units vesting in five annual installments starting the same date. It also includes 312,432 performance stock units at target, which can vest at 0% to 200% of this amount on March 15, 2029, based on stock price performance tests. The amendment removes 141,103 previously reported performance stock units that failed to meet vesting criteria, and ownership continues to reflect 450,895 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^*

LONDON SARAH

(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)

X	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	Chief Executive 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		520,720(1)	A	$0	1,224,892(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 138,859 restricted stock units that vest in three annual installments beginning on March 15, 2027, and 69,429 restricted stock units that vest in five annual installments beginning on March 15, 2027. This award also includes 312,432 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 141,103 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 450,895 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 about its CEO's new equity award?

Centene disclosed that its CEO received an equity award for 520,720 shares of common stock at a price of $0. The grant consists of time-based restricted stock units and performance stock units with vesting tied to future dates and stock price performance conditions.

How are the restricted stock units for Centene (CNC) CEO structured?

The CEO’s award includes 138,859 restricted stock units vesting in three annual installments starting March 15, 2027. It also includes 69,429 restricted stock units vesting in five annual installments beginning on March 15, 2027, aligning compensation with longer-term service at Centene.

How do the performance stock units in Centene (CNC) CEO’s grant vest?

The CEO received 312,432 performance stock units at a target level, scheduled to vest on March 15, 2029. Vesting can range from 0% to 200% of this amount based on Centene’s stock price performance over specified 2025 and 2028 trading periods.

Why was this Centene (CNC) Form 4/A filed as an amendment?

The amendment corrects the CEO’s total holdings by removing 141,103 shares tied to unvested performance stock units for a performance period ending December 31, 2025. These units did not meet vesting criteria, as determined by the Compensation and Talent Committee on January 26, 2026.

What is the Centene (CNC) CEO’s beneficial ownership after this transaction?

Following the reported grant, the CEO beneficially owns 1,224,892 shares of Centene common stock directly. This figure includes previously granted restricted stock units and performance stock units, along with the newly awarded units detailed in the filing.

What previously granted awards are included in Centene (CNC) CEO’s ownership?

The CEO’s ownership includes 450,895 shares from previously granted restricted stock units and performance stock units reported at target. These prior awards remain subject to vesting requirements, alongside the newly granted restricted and performance stock units disclosed in the transaction.