Centene Corporation

05/18/2026 | Press release | Distributed by Public on 05/18/2026 15:20

Initial Statement of Beneficial Ownership (Form 3)

FORM 3
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES 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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(Print or Type Responses)
1. Name and Address of Reporting Person *
Carson Michael A
2. Date of Event Requiring Statement (Month/Day/Year)
05/12/2026
3. Issuer Name and Ticker or Trading Symbol
CENTENE CORP [CNC]
(Last) (First) (Middle)
7700 FORSYTH BOULEVARD
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
Group President, Medicare&Spec
5. If Amendment, Date Original Filed (Month/Day/Year)
(Street)
ST. LOUIS, MO 63105
6. Individual or Joint/Group Filing (Check Applicable Line)
_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
(City) (State) (Zip)
Table I - Non-Derivative Securities Beneficially Owned
1.Title of Security
(Instr. 4)
2. Amount of Securities Beneficially Owned
(Instr. 4)
3. Ownership Form: Direct (D) or Indirect (I)
(Instr. 5)
4. Nature of Indirect Beneficial Ownership
(Instr. 5)
Common Stock 122,882(1)(2) D
Common Stock 825 I By Spouse
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. SEC 1473 (7-02)
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 control number.
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 4)
2. Date Exercisable and Expiration Date
(Month/Day/Year)
3. Title and Amount of Securities Underlying Derivative Security
(Instr. 4)
4. Conversion or Exercise Price of Derivative Security 5. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 5)
6. Nature of Indirect Beneficial Ownership
(Instr. 5)
Date Exercisable Expiration Date Title Amount or Number of Shares
Phantom Stock 05/08/2026 05/08/2026(3) Common Stock 556.069(4) $0(5) D

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Carson Michael A
7700 FORSYTH BOULEVARD
ST. LOUIS, MO 63105
Group President, Medicare&Spec

Signatures

/s/ Christopher A. Koster (executed by attorney-in-fact) 05/18/2026
**Signature of Reporting Person Date

Explanation of Responses:

* If the form is filed by more than one reporting person, see Instruction 5(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).
(1) Ownership includes 57,619 previously awarded restricted stock units subject to the following vesting requirements: 42,040 units vest in three equal installments on the anniversary of the grant date beginning October 15, 2026; 4,230 units vest on January 15, 2027; 9,738 units vest in two equal installments on the anniversary of the grant date beginning March 15, 2027; 1,611 units vest on March 15, 2027.
(2) Ownership includes 56,128 previously awarded performance stock units which are subject to meeting three-year performance conditions: 8,975 performance stock units were granted on March 15, 2024; 14,608 performance stock units were granted on March 15, 2025; 32,545 performance stock units were granted on January 26, 2026. For performance stock units granted in 2024 and 2025, the actual number of performance stock units that will vest at the end of the three-year performance period, ranges from 0% to 200% of the reported target performance based on the achievement of performance conditions. For performance stock units granted in 2026, 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.
(3) The phantom stock has no formal expiration date. The phantom stock will be settled in cash or other non-Company securities upon Mr. Carson's termination with the Company or on such other date Mr. Carson may elect.
(4) The phantom stock was acquired by Mr. Carson through regularly scheduled payroll contributions to the Company's deferred compensation plan.
(5) Each share of phantom stock represents the right to receive the fair market value of one share of Centene common stock.
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, See Instruction 6 for procedure. Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.
Centene Corporation published this content on May 18, 2026, and is solely responsible for the information contained herein. Distributed via EDGAR on May 18, 2026 at 21:20 UTC. If you believe the information included in the content is inaccurate or outdated and requires editing or removal, please contact us at [email protected]