Centene (NYSE: CNC) CFO granted 173,573-share stock award with performance hurdles

Rhea-AI Filing Summary

Centene Corporation’s Chief Financial Officer, Asher Andrew Lynn, reported an equity award of 173,573 shares of common stock on January 26, 2026, at a price of $0 per share. This grant brings his directly held beneficial ownership of Centene common stock to 831,215.48 shares.

The award includes 69,429 restricted stock units that vest in three annual installments beginning March 15, 2027, and 104,144 performance stock units reported at target, which may vest on March 15, 2029 from 0% to 200% of target based on stock price performance tests. He also holds 13,449 performance stock options with a $81.85 exercise price expiring December 15, 2031, which become exercisable only if Centene’s stock trades at or above $100 for 20 consecutive trading days after the December 15, 2021 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^*

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)
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		173,573(1)	A	$0	831,215.48(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. This award includes 69,429 restricted stock units that vest in three annual installments beginning on March 15, 2027. This award also includes 104,144 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 384,247 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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** 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) report for its CFO?

Centene reported that CFO Asher Andrew Lynn received an equity award of 173,573 shares of common stock at $0 per share. This grant increased his directly held beneficial ownership to 831,215.48 Centene shares, reflecting a significant compensation-related stock award rather than an open-market purchase.

How are the new Centene (CNC) restricted and performance stock units structured?

The award includes 69,429 restricted stock units vesting in three annual installments starting March 15, 2027. It also includes 104,144 performance stock units at target, which may vest on March 15, 2029 between 0% and 200% of target, depending on Centene’s stock price performance over specified trading periods.

What performance conditions apply to Centene (CNC) CFO’s new performance stock units?

The performance stock units can vest from 0% to 200% of the 104,144 target units on March 15, 2029. Vesting depends on Centene’s stock price performance for the final 20 trading days of 2025 compared to the final 60 trading days of 2028, as described in the award terms.

What existing equity holdings does the Centene (CNC) CFO have after this Form 4?

After this award, Asher Andrew Lynn beneficially owns 831,215.48 shares of Centene common stock directly. This total includes 384,247 shares from previously granted restricted stock units and performance stock units reported at target, all of which remain subject to vesting requirements under their original terms.

What stock options does the Centene (CNC) CFO hold and when can they be exercised?

He holds 13,449 performance stock options with an $81.85 exercise price, expiring December 15, 2031. These may become exercisable on or after the third anniversary of the December 15, 2021 grant if Centene’s stock closes at or above $100 for 20 consecutive trading days.

Is the Centene (CNC) CFO’s transaction a purchase, sale, or award?

The transaction is coded as an acquisition of 173,573 shares at $0 per share, indicating a stock-based compensation award rather than an open-market purchase or sale. It reflects equity granted to the CFO as part of his compensation package, subject to vesting and performance conditions.