Centene (CNC) Chief People Officer granted 74,311-share equity award

Rhea-AI Filing Summary

Centene Corporation granted Chief People Officer Tanya M. McNally 74,311 shares of common stock as equity compensation on January 26, 2026 at a price of $0 per share. Following this award, she beneficially owns 133,080 shares directly.

The new grant consists of 29,724 restricted stock units that vest in three annual installments beginning on March 15, 2027, and 44,587 performance stock units reported at target. The performance stock units can vest from 0% to 200% of target on March 15, 2029 based on Centene’s stock price performance over specified trading-day periods in 2025 and 2028. Existing ownership also includes 49,340 previously granted restricted and performance stock units that remain subject to vesting.

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^*

MCNALLY TANYA M

(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 People 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		74,311(1)	A	$0	133,080(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 29,724 restricted stock units that vest in three annual installments beginning on March 15, 2027. This award also includes 44,587 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 49,340 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.
* 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).
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FAQ

What insider transaction did Centene (CNC) report for Tanya M. McNally?

Centene reported that Chief People Officer Tanya M. McNally received 74,311 shares of common stock as an equity award at $0 per share. The grant consists of restricted stock units and performance stock units with multi-year vesting and performance conditions tied to Centene’s share price.

How many Centene (CNC) shares does Tanya M. McNally own after this Form 4?

After the reported award, Tanya M. McNally beneficially owns 133,080 Centene common shares directly. This total includes the new 74,311-share grant plus previously granted restricted stock units and performance stock units that are still subject to vesting conditions over future years.

What are the vesting terms of Tanya McNally’s new Centene (CNC) restricted stock units?

The award includes 29,724 restricted stock units that vest in three annual installments starting March 15, 2027. These units typically convert into common shares as they vest, provided continued service and any other plan conditions are satisfied through each scheduled vesting date.

How are the Centene (CNC) performance stock units in this grant structured?

The grant includes 44,587 performance stock units reported at target level. The actual number vesting on March 15, 2029 can range from 0% to 200% of target, depending on Centene’s stock price performance over specified trading days in 2025 and 2028.

Does this Centene (CNC) Form 4 involve a market purchase or sale of shares?

No, the Form 4 shows an acquisition of 74,311 common shares at $0 per share as an equity award. It reflects compensation granted to the Chief People Officer, rather than an open-market purchase or sale transaction initiated at prevailing market prices.

What portion of Tanya McNally’s Centene (CNC) holdings remain subject to vesting?

Her ownership includes 49,340 shares from previously granted restricted stock units and performance stock units that are still subject to vesting. These shares will only fully belong to her as they satisfy the time-based and performance-based conditions outlined in the award terms.