ITEM 7.01 REGULATION FD DISCLOSURE
Centene Corporation (the Company) will be presenting at the Barclays 28th Annual Global Healthcare Conference on Tuesday, March 10, 2026, at 8:30 a.m. EDT. A simultaneous live audio webcast of the presentation on March 10 will be available at https://event.webcasts.com/starthere.jsp?ei=1753406&tp_key=d357b0a0a7&tp_special=8. A webcast replay will be available following the presentation via the Company's website at www.centene.com, under the Investors section.
During the presentation, the Company expects to reaffirm its previously issued 2026 full year GAAP diluted earnings per share (EPS) guidance of greater than $1.98 and its full year adjusted diluted EPS guidance of greater than $3.00.
Non-GAAP Financial Presentation
The Company is providing certain non-GAAP financial measures in this release as the Company believes that these figures are helpful in allowing investors to more accurately assess the ongoing nature of the Company's operations and measure the Company's performance more consistently across periods. The Company uses the presented non-GAAP financial measures internally in evaluating the Company's performance and for planning purposes, by allowing management to focus on period-to-period changes in the Company's core business operations, and in determining employee incentive compensation. Therefore, the Company believes that this information is meaningful in addition to the information contained in the GAAP presentation of financial information. The Company strongly encourages investors to review its consolidated financial statements and publicly filed reports in their entirety and cautions investors that the non-GAAP financial measures used by the Company may differ from similar measures used by other companies, even when similar terms are used to identify such measures. The presentation of non-GAAP financial measures is not intended to be considered in isolation or as a substitute for the financial information prepared and presented in accordance with GAAP.
Specifically, the Company believes the presentation of non-GAAP financial measures that excludes amortization of acquired intangible assets, acquisition and divestiture related expenses, as well as other items, allows investors to develop a more meaningful understanding of the Company's core performance over time. Please refer to the press release filed as Exhibit 99.1 to the Form 8-K on February 6, 2026, for a reconciliation of GAAP diluted EPS to adjusted diluted EPS.
The information contained in Item 7.01 of this Form 8-K shall not be deemed to be "filed" for purposes of Section 18 of the Securities Exchange Act of 1934 or otherwise subject to the liabilities of that section. Nor shall such information be deemed incorporated by reference in any filing under the Securities Act of 1933 or the Securities Exchange Act of 1934, except as expressly set forth by specific reference in such a filing.
ITEM 8.01 OTHER EVENTS
On March 10, 2026, the Company delivered a notice of partial redemption to redeem on March 25, 2026 (the redemption date) $1,000,000,000 aggregate principal amount of its outstanding 4.25% Notes due December 15, 2027 (the 2027 Notes) in accordance with the terms of the 2027 Notes and the Indenture dated as of December 6, 2019 between the Company and The Bank of New York Mellon Trust Company, N.A. as trustee. Following the redemption, approximately $1,186,664,000 of the 2027 Notes will remain outstanding. The redemption price is equal to 100% of the principal amount of the 2027 Notes being redeemed plus accrued and unpaid interest, if any, to, but excluding, the redemption date.
This Current Report on Form 8-K does not constitute a notice of redemption with respect to the 2027 Notes.