05/18/2026 | Press release | Distributed by Public on 05/18/2026 15:20
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FORM 3
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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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| 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. | |||
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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) |
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| 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 Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
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Carson Michael A 7700 FORSYTH BOULEVARD ST. LOUIS, MO 63105 |
Group President, Medicare&Spec | |||
| /s/ Christopher A. Koster (executed by attorney-in-fact) | 05/18/2026 | |
| **Signature of Reporting Person | Date |
| * | 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. |