Centene (CNC) General Counsel reports 9,087 shares withheld for taxes on vested RSUs

Rhea-AI Filing Summary

Centene Corporation’s Secretary & General Counsel Christopher Koster reported a tax-related share disposition. On March 15, 2026, 9,087 shares of common stock were withheld at $34.45 per share to cover taxes upon vesting of previously granted restricted stock units.

After this withholding, Koster directly holds 352,835.617 shares of Centene common stock, plus 100 shares indirectly through his spouse. His ownership also includes 229,874 restricted and performance stock units that remain subject to vesting conditions.

Koster’s remaining equity incentives include a performance stock option for 15,690 shares at an exercise price of $81.85 per share that may become exercisable if Centene’s stock trades at $100 or more for 20 consecutive days, as well as 3,015.544 phantom stock units payable in cash or other non-company securities at or after his termination or another elected 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

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^*

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)
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		9,087(1)	D	$34.45	352,835.617(2)	D
Common Stock								100	I	By 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)
				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	15,690		15,690	D
Phantom Stock	$0(4)							03/06/2020	03/06/2020(5)	Common Stock	3,015.544		3,015.544	D

Explanation of Responses:

1. Shares withheld for taxes upon vesting of previously-reported grants of restricted stock units.

2. Ownership includes 229,874 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.

4. Each share of phantom stock represents the right to receive the fair market value of one share of Centene common stock.

5. The phantom stock has no formal expiration date. The phantom stock will be settled in cash or other non-Company securities upon Mr. Koster's termination with the Company or on such other date Mr. Koster may elect.

Remarks:

	/s/ Christopher A. Koster	03/17/2026
	** 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.
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.

FAQ

What did Centene (CNC) executive Christopher Koster report in this Form 4?

Christopher Koster reported shares withheld for taxes on vested restricted stock units. On March 15, 2026, 9,087 Centene common shares were withheld at $34.45 per share, reflecting a tax-withholding disposition rather than an open-market purchase or sale.

How many Centene (CNC) shares does Christopher Koster hold after this transaction?

After the transaction, Koster directly holds 352,835.617 shares of Centene common stock. He also reports 100 shares held indirectly through his spouse and additional unvested equity awards that may convert into shares in the future, subject to vesting conditions.

What equity awards and options does Christopher Koster still have at Centene (CNC)?

Koster’s reported equity includes 229,874 restricted and performance stock units that are subject to vesting. He also has a performance stock option covering 15,690 underlying shares at an $81.85 exercise price, plus 3,015.544 phantom stock units tied to Centene’s share value.

How does the Centene (CNC) performance stock option for Christopher Koster work?

The performance stock option was granted on December 15, 2021 and may become exercisable on or after the third anniversary if Centene’s closing stock price reaches $100 per share for 20 consecutive trading days, with an exercise price of $81.85 per share.

What are the phantom stock units reported by Centene (CNC) executive Christopher Koster?

Each phantom stock unit represents the value of one Centene share but is settled in cash or non-company securities. Koster holds 3,015.544 phantom stock units, which become payable upon his termination from the company or another date he elects.