Centene (CNC) CFO logs tax-withholding share disposition, retains large stake

Rhea-AI Filing Summary

Centene Corporation’s Chief Financial Officer Andrew Lynn reported a routine tax-withholding transaction. On March 15, 2026, 15,241 shares of Centene common stock were withheld at $34.45 per share to cover taxes upon vesting of previously reported restricted stock units. After this, he directly owns 747,989.48 shares, and this ownership includes 448,650 restricted stock units and performance stock units subject to future vesting. He also holds a performance stock option covering 13,449 underlying shares at an exercise price of $81.85 per share, expiring on December 15, 2031, which may become exercisable if Centene’s stock trades at or above $100 for 20 consecutive trading days on or after the third anniversary of the December 15, 2021 grant.

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)
03/15/2026

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	03/15/2026		F		15,241(1)	D	$34.45	747,989.48(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. Shares withheld for taxes upon vesting of previously-reported grants of restricted stock units.

2. Ownership includes 448,650 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)	03/17/2026
	** 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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** 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) CFO Andrew Lynn report?

Centene CFO Andrew Lynn reported a routine tax-withholding transaction. On March 15, 2026, 15,241 Centene common shares were withheld at $34.45 per share to satisfy tax obligations arising from the vesting of previously granted restricted stock units, rather than an open-market sale.

How many Centene (CNC) shares does CFO Andrew Lynn hold after this Form 4?

After the reported transaction, Andrew Lynn directly holds 747,989.48 Centene common shares. This ownership figure includes 448,650 previously granted restricted stock units and performance stock units reported at target performance, all of which remain subject to vesting and other applicable requirements before fully settling as common shares.

Was the Centene (CNC) CFO’s Form 4 transaction an open-market sale?

The transaction was not an open-market sale. The filing shows 15,241 shares were withheld for taxes when earlier-reported restricted stock units vested. This tax-withholding disposition is a standard administrative mechanism companies use to satisfy payroll tax obligations at vesting, without the executive choosing to sell shares in the market.

What performance stock option does Centene (CNC) CFO Andrew Lynn hold?

Andrew Lynn holds a performance stock option granted December 15, 2021, with an $81.85 exercise price and December 15, 2031 expiration. It covers 13,449 underlying Centene common shares and may become exercisable if the stock closes at or above $100 for 20 consecutive trading days after the third anniversary.

What restricted and performance stock units does Centene (CNC) CFO hold?

The filing notes that Andrew Lynn’s ownership includes 448,650 previously granted restricted stock units and performance stock units reported at target performance. These equity awards are subject to vesting requirements, meaning they convert into freely tradable shares only if specified service and performance conditions are met.