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Centene (CNC) COO logs tax-withholding of 483 shares from RSU vesting

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

Rhea-AI Filing Summary

Centene Corp Chief Operating Officer Susan Raye Smith reported a tax-related share disposition linked to equity compensation. On this Form 4, 483 shares of Centene common stock were withheld at $65.19 per share to cover taxes upon vesting of a previously reported restricted stock unit grant.

After this tax-withholding disposition, Smith directly owns 212,237 shares of Centene common stock. Her ownership also includes 181,082 shares tied to previously granted restricted stock units and performance stock units, which remain subject to vesting requirements.

Positive

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Insider SMITH SUSAN RAYE
Role Chief Operating Officer
Type Security Shares Price Value
Tax Withholding Common Stock 483 $65.19 $31K
Holdings After Transaction: Common Stock — 212,237 shares (Direct, null)
Footnotes (1)
  1. Shares withheld for taxes upon vesting of previously-reported grant of restricted stock units. Ownership includes 181,082 shares of previously-granted restricted stock units and performance stock units (reported at target level performance) subject to vesting requirements.
Shares withheld for taxes 483 shares Tax-withholding disposition on common stock
Withholding price per share $65.19 per share Value used for tax-withholding shares
Shares owned after transaction 212,237 shares Direct Centene common stock holdings following Form 4 transaction
RSUs and PSUs held 181,082 shares Previously granted restricted and performance stock units at target level, subject to vesting
restricted stock units financial
"Shares withheld for taxes upon vesting of previously-reported grant of restricted stock units."
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 181,082 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.
tax-withholding disposition financial
"transaction_action: tax-withholding disposition"
A tax-withholding disposition is an event or transaction—such as selling or transferring securities, exercising options, or receiving compensation—that triggers a requirement to hold back part of the payment and remit it to tax authorities. It matters to investors because it reduces the cash they receive immediately and can change the timing and amount of taxable income, like a cashier taking a portion of your sale proceeds to pay taxes before you get the rest.
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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*
SMITH SUSAN RAYE
(Last)(First)(Middle)
7700 FORSYTH BOULEVARD
(Street)
CLAYTON 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)
Chief Operating Officer
2a. Foreign Trading Symbol
3. Date of Earliest Transaction (Month/Day/Year)
06/15/2026		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 Stock06/15/2026F483(1)D$65.19212,237(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)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Explanation of Responses:
1. Shares withheld for taxes upon vesting of previously-reported grant of restricted stock units.
2. Ownership includes 181,082 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)06/15/2026
** 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 transaction did Centene (CNC) report for Susan Raye Smith?

Centene reported that Chief Operating Officer Susan Raye Smith had 483 shares withheld to cover taxes upon vesting of a previously reported restricted stock unit grant, a routine compensation-related tax-withholding transaction rather than an open-market stock sale.

How many Centene (CNC) shares were involved in Susan Raye Smith’s tax withholding?

The filing shows 483 shares of Centene common stock were withheld at $65.19 per share. These shares were used to satisfy tax obligations triggered by the vesting of previously granted restricted stock units under her equity compensation.

How many Centene (CNC) shares does Susan Raye Smith own after this Form 4 transaction?

After the reported tax-withholding disposition, Susan Raye Smith directly owns 212,237 shares of Centene common stock. This figure reflects her position following the 483 shares withheld for taxes related to vesting equity awards.

What additional equity awards in Centene (CNC) does Susan Raye Smith hold?

The filing notes that her ownership includes 181,082 shares tied to previously granted restricted stock units and performance stock units, reported at target-level performance. These awards remain subject to vesting conditions and are part of her long-term incentive compensation.

Was Susan Raye Smith’s Centene (CNC) transaction an open-market sale?

No. The transaction is coded as a tax-withholding disposition, meaning shares were withheld by Centene to cover tax liabilities upon vesting of restricted stock units, rather than being sold by her in the open market.