Centene (CNC) COO receives 112,823-share equity grant with performance units

Rhea-AI Filing Summary

Centene Corporation’s Chief Operating Officer, Susan Raye Smith, received an equity award of 112,823 shares of common stock on January 26, 2026. The grant was reported at a price of $0 per share and increased her beneficial ownership to 225,289 shares.

The award consists of 45,129 restricted stock units that vest in three annual installments beginning March 15, 2027, and 67,694 performance stock units reported at target. The performance stock units are scheduled to vest on March 15, 2029, with the actual number earned ranging from 0% to 200% of the target amount, based on Centene’s stock price performance between the final 20 trading days of 2025 and the final 60 trading days of 2028. Her total includes 90,117 previously granted restricted and performance stock units that remain subject to vesting requirements.

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^*

SMITH SUSAN RAYE

(Last) (First) (Middle)

7700 FORSYTH BOULEVARD

(Street)

CLAYTON 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 Operating 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		112,823(1)	A	$0	225,289(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 45,129 restricted stock units that vest in three annual installments beginning on March 15, 2027. This award also includes 67,694 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 90,117 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.
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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 Susan Raye Smith?

Centene reported that Chief Operating Officer Susan Raye Smith acquired 112,823 shares of common stock as an equity award. The transaction was priced at $0 per share and increased her beneficial ownership to 225,289 shares, including previously granted restricted and performance stock units.

How many restricted stock units did the Centene COO receive in this Form 4?

Susan Raye Smith received 45,129 restricted stock units as part of the 112,823-share award. These restricted stock units are scheduled to vest in three equal annual installments beginning on March 15, 2027, aligning continued service with long-term equity-based compensation.

What performance stock units were granted to the Centene (CNC) COO?

The award includes 67,694 performance stock units reported at target performance. These units are eligible to vest on March 15, 2029, with the actual amount earned ranging from 0% to 200% of target, depending on Centene’s stock price performance over specified trading-day periods.

How is vesting of the Centene COO’s performance stock units determined?

Vesting of the 67,694 performance stock units depends on Centene’s stock price performance. The company compares price performance for the final 20 trading days of 2025 against the final 60 trading days of 2028, which determines whether 0% to 200% of target units vest on March 15, 2029.

What is Susan Raye Smith’s total beneficial ownership after this Centene Form 4?

After the reported transaction, Susan Raye Smith beneficially owns 225,289 shares of Centene common stock. This total includes 90,117 shares from previously granted restricted stock units and performance stock units that remain subject to vesting and performance conditions.

What prior equity awards are included in the Centene COO’s reported holdings?

Her reported beneficial ownership includes 90,117 shares from earlier grants of restricted stock units and performance stock units. These prior awards are still subject to vesting requirements and are reported at target performance levels within the total 225,289 shares owned.