Sec Form 3 Filing - Carson Michael A @ CENTENE CORP - 2026-05-12

Insider filing report for Changes in Beneficial Ownership
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FORM 3
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
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, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
Carson Michael A
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)
Group President, Medicare&Spec
(Last) (First) (Middle)
7700 FORSYTH BOULEVARD
3. Date of Earliest Transaction (MM/DD/YY)
05/12/2026
(Street)
ST. LOUIS, MO63105
4. If Amendment, Date Original Filed (MM/DD/YY)
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 Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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 122,882 ( 1 ) ( 2 ) D
Common Stock 825 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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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
(MM/DD/YY)
7. Title and Amount of Underlying Securities
(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 of Derivative Security: 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
Phantom Stock $ 0 ( 5 ) 05/08/2026 05/08/2026( 3 ) Common Stock 556.069 ( 4 ) D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Carson Michael A
7700 FORSYTH BOULEVARD
ST. LOUIS, MO63105
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:
( 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.

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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