01/28/2026 | Press release | Distributed by Public on 01/28/2026 18:00
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FORM 4
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN 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. | |||
| 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. | SEC 1474 (9-02) | ||
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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 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) |
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| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Common Stock Option (right to buy) | $81.85 | (4) | 12/15/2031 | Common Stock | 15,690 | 15,690 | D | ||||||||
| Phantom Stock | $ 0 (5) | 03/06/2020 | 03/06/2020(6) | Common Stock | 3,015.544 | 3,015.544 | D | ||||||||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
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KOSTER CHRISTOPHER 7700 FORSYTH BOULEVARD ST. LOUIS, MO 63105 |
Secretary & General Counsel | |||
| /s/ Christopher A. Koster | 01/28/2026 | |
| **Signature of Reporting Person | Date |
| * | 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). |
| (1) | This award includes 50,770 restricted stock units that vest in three annual installments beginning on March 15, 2027. This award also includes 76,155 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 150,513 shares of previously-granted restricted stock units and performance stock units (reported at target level performance) subject to vesting requirements. |
| (3) | Updated ownership includes common stock acquired through the Company's Employee Stock Purchase Program. |
| (4) | Performance Stock Option granted on December 15, 2021, may become exercisable on or after the third anniversary of the grant date if the closing price of CNC's common stock equals or exceeds $100 per share for 20 consecutive trading days following the grant date. |
| (5) | Each share of phantom stock represents the right to receive the fair market value of one share of Centene common stock. |
| (6) | The phantom stock has no formal expiration date. The phantom stock will be settled in cash or other non-Company securities upon Mr. Koster's termination with the Company or on such other date Mr. Koster may elect. |