Centene (CNC) awards CEO Sarah London 520,720-share equity grant

Rhea-AI Filing Summary

Centene Corporation CEO Sarah London received a large equity grant reported on January 26, 2026. She was awarded 520,720 shares of Centene common stock at a grant price of $0, bringing her directly owned common stock to 1,365,995 shares.

The award includes 138,859 restricted stock units vesting in three annual installments beginning March 15, 2027, and 69,429 restricted stock units vesting in five annual installments beginning the same date. It also includes 312,432 performance stock units at target; the actual amount vesting on March 15, 2029 can range from 0% to 200% of that target based on Centene’s stock price performance over specified trading-day periods in 2025 and 2028.

Her ownership also reflects 591,998 previously granted restricted and performance stock units that remain subject to vesting. In addition, she directly holds a performance stock option for 13,449 shares at an exercise price of $81.85 per share, expiring December 15, 2031, which may become exercisable if Centene’s stock trades at or above $100 for 20 consecutive trading days after the original grant date.

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)

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	1,365,995(2)	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
Common Stock Option (right to buy)	$81.85							(3)	12/15/2031	Common Stock	13,449		13,449	D

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. Ownership includes 591,998 shares of previously-granted restricted stock units and performance stock units (reported at target level performance) subject to vesting requirements.

3. Performance Stock Option granted on December 15, 2021, may become exercisable on or after the third anniversary of the grant date if the closing price of CNC's common stock equals or exceeds $100 per share for 20 consecutive trading days following the grant date.

Remarks:

	/s/ Christopher A. Koster (executed by attorney-in-fact)	01/28/2026
	** 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) CEO Sarah London report in this Form 4 filing?

Sarah London reported receiving 520,720 shares of Centene common stock as an equity award, increasing her directly owned common stock to 1,365,995 shares. The grant consists of restricted stock units and performance stock units with multi-year vesting schedules tied to future stock performance.

How is Sarah London’s new Centene (CNC) equity award structured?

The award includes 138,859 restricted stock units vesting over three years from March 15, 2027, and 69,429 restricted stock units vesting over five years from that date. It also includes 312,432 performance stock units at target, with actual vesting on March 15, 2029 based on stock price performance.

What performance conditions apply to Sarah London’s Centene (CNC) performance stock units?

The 312,432 performance stock units can vest at 0% to 200% of target on March 15, 2029. The outcome depends on Centene’s stock price performance over the final 20 trading days of 2025 compared with the final 60 trading days of 2028, as described in the award terms.

What existing Centene (CNC) equity does Sarah London already hold?

Her ownership includes 591,998 shares from previously granted restricted stock units and performance stock units reported at target level. These earlier awards remain subject to vesting requirements, so the shares will only be delivered if those conditions are satisfied over time.

What stock options does Centene (CNC) CEO Sarah London hold according to this filing?

She directly holds a performance stock option for 13,449 Centene common shares with an exercise price of $81.85 per share, expiring December 15, 2031. The option may become exercisable if the stock closes at or above $100 for 20 consecutive trading days after the December 15, 2021 grant.

When do Sarah London’s new Centene (CNC) restricted stock units begin vesting?

Both tranches of new restricted stock units begin vesting on March 15, 2027. One tranche of 138,859 units vests in three annual installments, while another tranche of 69,429 units vests in five annual installments starting on that same March 15, 2027 date.