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Centene (CNC) executive shifts 604 phantom stock units, holds 122,882 shares

Filing Impact
(Neutral)
Filing Sentiment
(Neutral)
Form Type
4

Rhea-AI Filing Summary

Centene Group President Michael A. Carson reported a discretionary transaction involving phantom stock tied to Centene common shares. He reallocated 604.004 phantom stock units under the company’s nonqualified deferred compensation plan from an investment option tracking Centene stock to an alternative investment option, at a reference price of $59.60 per share. The filing states this did not involve any open market sale of securities.

Following the update, Carson reports ownership of 122,882 shares of common stock directly and 825 shares indirectly through his spouse. His holdings include 113,747 previously granted restricted stock units and performance stock units that remain subject to vesting. The phantom stock will be settled in cash or other non‑Centene securities upon his termination or another date he elects.

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Insider Carson Michael A
Role Group President, Medicare&Spec
Type Security Shares Price Value
I Phantom Stock 604.004 $59.60 $36K
holding Common Stock -- -- --
holding Common Stock -- -- --
Holdings After Transaction: Phantom Stock — 0 shares (Direct, null); Common Stock — 122,882 shares (Direct, null); Common Stock — 825 shares (Indirect, By Spouse)
Footnotes (1)
  1. Ownership includes 113,747 shares of previously-granted restricted stock units and performance stock units (reported at target level performance) subject to vesting requirements. Each share of phantom stock represents the right to receive the fair market value of one share of Centene common stock. Represents a reallocation of units under the Company's nonqualified deferred compensation plan from an investment option tracking the Company's common stock to an alternative investment option. The transaction does not represent an open market sale of securities. The transaction was effected at the closing price of the Company's common stock on the transaction date. The phantom stock has no formal expiration date. The phantom stock will be settled in cash or other non-Company securities upon Mr. Carson's termination with the Company or on such other date Mr. Carson may elect.
Phantom stock units reallocated 604.004 units Discretionary transaction under Rule 16b-3(f)
Reference stock price $59.60 per share Closing price on transaction date for phantom stock
Direct common shares held 122,882 shares Total common stock directly owned after transactions
Indirect common shares held 825 shares Held indirectly through spouse after transactions
Equity awards included in ownership 113,747 units Previously granted RSUs and PSUs subject to vesting
phantom stock financial
"Each share of phantom stock represents the right to receive the fair market value of one share of Centene common stock."
A phantom stock is a form of compensation that gives employees or executives the benefits of stock ownership, such as the increase in stock value, without actually giving them real shares. It acts like a promise to pay the employee the equivalent value of company stock later, often as a bonus or incentive. This allows companies to motivate and reward staff without diluting ownership or transferring actual shares.
nonqualified deferred compensation plan financial
"Represents a reallocation of units under the Company's nonqualified deferred compensation plan from an investment option tracking the Company's common stock to an alternative investment option."
restricted stock units financial
"Ownership includes 113,747 shares of previously-granted restricted stock units and performance stock units (reported at target level performance) subject to vesting requirements."
Restricted stock units are a type of company reward where employees are promised shares of stock, but they only fully own these shares after meeting certain conditions, like staying with the company for a set time. They matter because they can become valuable assets and are often used to motivate employees to help the company succeed.
performance stock units financial
"Ownership includes 113,747 shares of previously-granted restricted stock units and performance stock units (reported at target level performance) subject to vesting requirements."
Performance stock units are a type of company award that grants employees shares of stock only if certain performance goals are met. They motivate employees to work toward specific company achievements, aligning their interests with those of shareholders. For investors, they can influence a company's future stock supply and reflect management’s confidence in reaching key targets.
Discretionary transaction under Rule 16b-3(f) regulatory
"Discretionary transaction under Rule 16b-3(f)"
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Form 4 Insider Transactions: What Each Field Means →
SEC Form 4
FORM 4UNITED 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
OMB Number:3235-0287
Estimated average burden
hours per response:0.5
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*
Carson Michael A
(Last)(First)(Middle)
7700 FORSYTH BOULEVARD
(Street)
ST. LOUIS MISSOURI 63105
(City)(State)(Zip)
UNITED STATES
(Country)		2. Issuer Name and Ticker or Trading Symbol
CENTENE CORP [ CNC ] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director10% Owner
XOfficer (give title below)Other (specify below)
Group President, Medicare&Spec
2a. Foreign Trading Symbol
3. Date of Earliest Transaction (Month/Day/Year)
05/29/2026		6. Individual or Joint/Group Filing (Check Applicable Line)
XForm filed by One Reporting Person
Form filed by More than One Reporting Person
4. If Amendment, Date of Original Filed (Month/Day/Year)

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)
CodeVAmount(A) or (D)Price
Common Stock122,882(1)D
Common Stock825IBy Spouse
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)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Phantom Stock$0(2)05/29/2026I604.004(3) (4) (4)Common Stock604.004(3)$59.60D
Explanation of Responses:
1. Ownership includes 113,747 shares of previously-granted restricted stock units and performance stock units (reported at target level performance) subject to vesting requirements.
2. Each share of phantom stock represents the right to receive the fair market value of one share of Centene common stock.
3. Represents a reallocation of units under the Company's nonqualified deferred compensation plan from an investment option tracking the Company's common stock to an alternative investment option. The transaction does not represent an open market sale of securities. The transaction was effected at the closing price of the Company's common stock on the transaction date.
4. The phantom stock has no formal expiration date. The phantom stock will be settled in cash or other non-Company securities upon Mr. Carson's termination with the Company or on such other date Mr. Carson may elect.
Remarks:
/s/ Christopher A. Koster (executed by attorney-in-fact)06/02/2026
** Signature of Reporting PersonDate
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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
* Form 4: SEC 1474 (03-26)

Source: View Original Filing on SEC EDGAR

FAQ

What insider activity did Centene (CNC) report for Michael A. Carson?

Michael A. Carson reported a discretionary transaction involving 604.004 phantom stock units. These units were reallocated within a nonqualified deferred compensation plan and did not involve any open market sale of Centene common stock, according to the filing’s footnotes.

Did Michael A. Carson buy or sell Centene (CNC) shares in this Form 4?

The Form 4 does not show any open market purchases or sales of Centene common stock. It reports a discretionary reallocation of 604.004 phantom stock units inside a deferred compensation plan, which the company specifies is not an open market transaction.

How many Centene (CNC) shares does Michael A. Carson hold after this filing?

After the reported transactions, Michael A. Carson holds 122,882 Centene common shares directly and 825 shares indirectly through his spouse. His ownership also includes 113,747 previously granted restricted stock units and performance stock units that remain subject to vesting requirements.

What is the phantom stock disclosed for Centene (CNC) executive Michael A. Carson?

The phantom stock represents the right to receive the fair market value of one Centene common share per unit. In this filing, 604.004 phantom stock units were reallocated between investment options within a nonqualified deferred compensation plan, with no expiration date and cash or non‑company settlement at termination or an elected date.

At what price was the Centene (CNC) phantom stock reallocated for Michael A. Carson?

The phantom stock units were reallocated using the closing price of Centene common stock on the transaction date, disclosed as $59.60 per share. This price was used for valuing 604.004 phantom stock units within the nonqualified deferred compensation plan reallocation.

What equity awards are included in Michael A. Carson’s Centene (CNC) ownership?

Carson’s ownership includes 113,747 previously granted restricted stock units and performance stock units, reported at target performance levels. These awards are subject to vesting requirements, meaning they convert into actual Centene common shares only if the specified conditions are met over time.