Centene (NYSE: CNC) CEO logs tax withholding of 36,061 vested shares

Rhea-AI Filing Summary

Centene Corp Chief Executive Officer Sarah London reported a tax-related share disposition, not an open-market trade. On this Form 4, 36,061 shares of common stock were withheld at $34.45 per share to cover taxes when previously reported restricted stock units vested, according to a footnote.

After this withholding, London directly owns 1,188,831 shares of Centene common stock. This ownership includes 889,753 shares tied to previously granted restricted stock units and performance stock units, reported at target performance levels and still subject to vesting requirements.

The filing also shows a performance stock option covering 13,449 underlying shares of common stock with an exercise price of $81.85 per share, expiring on December 15, 2031. A footnote states this option, granted on December 15, 2021, may become exercisable on or after the third anniversary of the grant date if Centene’s closing stock price equals or exceeds $100 per share for 20 consecutive trading days following the 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^*

LONDON SARAH

(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)

X	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	Chief Executive Officer

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		36,061(1)	D	$34.45	1,188,831(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. Shares withheld for taxes upon vesting of previously-reported grants of restricted stock units.

2. Ownership includes 889,753 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)	03/17/2026
	** Signature of Reporting Person	Date
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FAQ

What insider transaction did Centene (CNC) CEO Sarah London report?

Sarah London reported a tax-withholding disposition of 36,061 Centene common shares. The shares were withheld at $34.45 per share to satisfy tax obligations upon vesting of previously granted restricted stock units, rather than sold in an open-market transaction.

How many Centene (CNC) shares does CEO Sarah London hold after this Form 4?

After the tax withholding, Sarah London directly owns 1,188,831 Centene common shares. This total includes 889,753 shares tied to previously granted restricted stock units and performance stock units at target levels, which remain subject to vesting requirements.

Is the Centene (CNC) CEO’s reported transaction an open-market sale?

No, the transaction is not an open-market sale. The Form 4 describes 36,061 shares withheld to cover tax liabilities when earlier restricted stock unit grants vested, a mechanical tax-settlement process rather than a discretionary share sale in the market.

What stock options for Centene (CNC) does CEO Sarah London retain?

Sarah London holds a performance stock option on 13,449 underlying Centene shares with an exercise price of $81.85, expiring on December 15, 2031. The option may become exercisable if Centene’s stock closes at or above $100 for 20 consecutive trading days.

What conditions affect vesting of Centene (CNC) CEO restricted and performance units?

The filing notes that 889,753 shares are linked to restricted stock units and performance stock units reported at target performance. These awards remain subject to vesting requirements, meaning the CEO’s ability to fully realize them depends on meeting specified vesting conditions.