Centene (NYSE: CNC) awards 26,036 RSU and PSU units to officer

Rhea-AI Filing Summary

Centene Corporation reported an equity grant to Corporate Controller & CAO Katie Casso. On January 26, 2026, she was awarded 26,036 shares of common stock at a price of $0, reflecting compensation rather than an open-market purchase.

The grant consists of 13,018 restricted stock units that vest in three annual installments beginning on March 15, 2027, and 13,018 performance stock units that may vest on March 15, 2029, from 0% to 200% of target based on Centene’s stock price performance between late 2025 and late 2028. After this award, Casso beneficially owns 122,371 shares, including 62,561 previously granted restricted and performance stock units that remain 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

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^*

CASSO KATIE

(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)
	Corporate Controller & CAO

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		26,036(1)	A	$0	122,371(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

Explanation of Responses:

1. This award includes 13,018 restricted stock units that vest in three annual installments beginning on March 15, 2027. This award also includes 13,018 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 62,561 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)	01/28/2026
	** 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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FAQ

Who is the insider in the Centene (CNC) Form 4 filing and what is their role?

Katie Casso, Centene’s Corporate Controller & CAO, is the reporting person. She is an officer of the company and receives equity-based compensation, including restricted stock units and performance stock units, aligning part of her pay with Centene’s future stock performance.

How many Centene (CNC) shares were granted to Katie Casso in this transaction?

Katie Casso was granted 26,036 shares of Centene common stock. The award is structured entirely as equity compensation, rather than a market purchase, and was reported at a $0 share price, reflecting a stock-based incentive grant from the company.

What types of stock awards make up the 26,036-share grant to Centene (CNC) officer Katie Casso?

The 26,036-share grant is split evenly between 13,018 restricted stock units and 13,018 performance stock units. The restricted units vest over time, while the performance units vest based on Centene’s stock price performance, creating both time-based and performance-based incentives.

What is the vesting schedule for Katie Casso’s restricted stock units at Centene (CNC)?

The award includes 13,018 restricted stock units that vest in three annual installments beginning on March 15, 2027. This staged vesting schedule encourages long-term retention and ties her compensation to continued service with Centene over several years.

How will performance stock units for Centene (CNC) officer Katie Casso vest and what drives the payout?

The 13,018 performance stock units are reported at target and may vest on March 15, 2029 between 0% and 200% of target. Vesting depends on Centene’s stock price performance comparing the final 20 trading days of 2025 to the final 60 trading days of 2028.

How many Centene (CNC) shares does Katie Casso beneficially own after this equity grant?

Following the transaction, Katie Casso beneficially owns 122,371 Centene shares. This total includes 62,561 previously granted restricted stock units and performance stock units, which remain subject to vesting conditions and are reported at target performance levels.