Centene (CNC) GC gets 126,925 stock units and updates holdings

Rhea-AI Filing Summary

Centene Corporation’s secretary and general counsel, Christopher A. Koster, reported an award of 126,925 shares of common stock at a price of $0, increasing his directly held beneficial ownership to 361,922.617 shares.

The grant consists of 50,770 restricted stock units that vest in three annual installments beginning on March 15, 2027, and 76,155 performance stock units reported at target. The performance units can vest at 0%–200% of target on March 15, 2029 based on the company’s stock price performance over specified trading-day windows in 2025 and 2028.

The amendment also updates Koster’s holdings to remove 26,939 shares tied to performance stock units for the period ending December 31, 2025 that did not meet vesting criteria, as determined on January 26, 2026. Current ownership includes 123,574 previously granted stock units that remain subject to vesting requirements.

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^*

KOSTER CHRISTOPHER

(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)
	Secretary & General Counsel

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		126,925(1)	A	$0	361,922.617(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 50,770 restricted stock units that vest in three annual installments beginning on March 15, 2027. This award also includes 76,155 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 26,939 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 123,574 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	02/06/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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FAQ

What insider transaction did Centene (CNC) report for Christopher A. Koster?

Centene reported that secretary and general counsel Christopher A. Koster received 126,925 shares of common stock at $0. The award is in the form of restricted stock units and performance stock units with multi-year vesting conditions tied to time and stock performance.

How are Christopher Koster’s new Centene stock units structured and when do they vest?

The award includes 50,770 restricted stock units vesting in three annual installments starting March 15, 2027. It also includes 76,155 performance stock units that may vest between 0% and 200% of target on March 15, 2029, depending on Centene’s stock price performance.

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

The 76,155 performance stock units vest based on Centene’s stock price performance. The company compares the final 20 trading days of 2025 to the final 60 trading days of 2028, with vesting on March 15, 2029 ranging from 0% to 200% of target units.

Why did Centene file an amended Form 4 for Christopher Koster?

Centene filed an amendment to remove 26,939 shares from Koster’s reported holdings. These shares represented performance stock units for a period ending December 31, 2025 that failed to meet vesting criteria, as determined by the Compensation and Talent Committee on January 26, 2026.

How many Centene shares does Christopher Koster beneficially own after this transaction?

Following the reported award, Christopher Koster beneficially owns 361,922.617 shares of Centene common stock directly. This total includes 123,574 previously granted restricted and performance stock units that are still subject to vesting and performance requirements over future years.

What previously granted stock units are included in Christopher Koster’s Centene holdings?

Koster’s reported ownership includes 123,574 previously granted restricted stock units and performance stock units. These earlier awards remain subject to vesting requirements, meaning they will only convert into fully owned shares if specified time-based or performance-based conditions are satisfied.