=== SEC Form 3 — Statement of Changes in Beneficial Ownership ===
Document Type: 3
Period of Report: 2026-05-12
--- Issuer ---
Name: CENTENE CORP (CNC)
CIK: 0001071739
--- Reporting Owner ---
Name: Carson Michael A
CIK: 0001934743
Role: Officer (Group President, Medicare&Spec)
--- Holdings ---
[Holding #1]
Security: Common Stock
Ownership: D (Direct)
Footnotes:
[F1] 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.
[F2] 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.
[Holding #2]
Security: Common Stock
Ownership: I (Indirect)
[Holding #3]
Security: Phantom Stock
Ownership: D (Direct)
Footnotes:
[F5] Each share of phantom stock represents the right to receive the fair market value of one share of Centene common stock.
[F3] 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.
[F4] The phantom stock was acquired by Mr. Carson through regularly scheduled payroll contributions to the Company's deferred compensation plan.
--- Footnotes (Complete Index) ---
F1: 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.
F2: 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.
F3: 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.
F4: The phantom stock was acquired by Mr. Carson through regularly scheduled payroll contributions to the Company's deferred compensation plan.
F5: Each share of phantom stock represents the right to receive the fair market value of one share of Centene common stock.
--- Signature ---
/s/ /s/ Christopher A. Koster (executed by attorney-in-fact) (2026-05-18)
