Centene (CNC) General Counsel reports 126,925-share equity grant and updated holdings

Rhea-AI Filing Summary

Centene Corporation’s Secretary & General Counsel, Christopher Koster, reported an equity compensation grant and updated holdings. On January 26, 2026, he was awarded 126,925 shares of common stock at $0 per share, reflecting restricted stock units and performance stock units subject to future vesting.

Following this grant, Koster beneficially owns 388,861.617 shares of Centene common stock directly and 100 shares indirectly through his spouse. He also holds a performance stock option for 15,690 shares at an exercise price of $81.85 that may become exercisable if a share price hurdle is met, plus 3,015.544 phantom stock units settled in cash or other non‑company securities upon termination or an 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

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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^*

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)
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		126,925(1)	A	$0	388,861.617(2)(3)	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							(4)	12/15/2031	Common Stock	15,690		15,690	D
Phantom Stock	$0(5)							03/06/2020	03/06/2020(6)	Common Stock	3,015.544		3,015.544	D

Explanation of Responses:

1. This award includes 50,770 restricted stock units that vest in three annual installments beginning on March 15, 2027. This award also includes 76,155 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 150,513 shares of previously-granted restricted stock units and performance stock units (reported at target level performance) subject to vesting requirements.

3. Updated ownership includes common stock acquired through the Company's Employee Stock Purchase Program.

4. 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.

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

6. 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	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.
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 insider transaction did Centene (CNC) report for Christopher Koster?

Centene reported that Secretary & General Counsel Christopher Koster received an equity award of 126,925 shares of common stock on January 26, 2026 at $0 per share. The award consists of restricted stock units and performance stock units subject to vesting conditions.

How many Centene (CNC) shares does Christopher Koster own after this Form 4?

After the reported grant, Christopher Koster beneficially owns 388,861.617 shares of Centene common stock directly and 100 shares indirectly through his spouse. These amounts reflect previously granted awards, stock purchase plan acquisitions, and the newly reported equity grant.

What are the vesting terms of Christopher Koster’s new Centene (CNC) stock units?

The award includes 50,770 restricted stock units vesting in three annual installments beginning March 15, 2027. It also includes 76,155 performance stock units that may vest on March 15, 2029 from 0% to 200% of target, based on Centene’s stock price performance.

What stock option position does Christopher Koster hold in Centene (CNC)?

Koster holds a performance stock option for 15,690 shares of Centene common stock with an exercise price of $81.85. It may become exercisable if Centene’s share price reaches $100 for 20 consecutive trading days after the December 15, 2021 grant date.

What are Christopher Koster’s phantom stock holdings in Centene (CNC)?

He holds 3,015.544 phantom stock units, each representing the right to receive the fair market value of one Centene share. The phantom stock, granted on March 6, 2020, has no formal expiration and will be settled in cash or other non‑company securities upon termination or an elected date.

How are previously granted Centene (CNC) stock units reflected in this Form 4?

The filing notes that ownership includes 150,513 shares from previously granted restricted stock units and performance stock units at target performance levels. These earlier awards remain subject to vesting requirements and contribute to Koster’s total reported beneficial ownership in the company.