Form 4: Centene Corp Executive Koster Reports Stock Forfeiture and Tax Withholding
SEC Form 4 Filing
Christopher Koster, Secretary & General Counsel of Centene Corp, reports the forfeiture of performance stock units and shares withheld for taxes.
Summary
- On February 4, 2025, Christopher Koster, Secretary & General Counsel of Centene Corp, reported transactions involving Centene's common stock.
- He forfeited 10,661 performance stock units due to the company's performance over the applicable period.
- Additionally, 3,852 shares were withheld for taxes upon the vesting of previously reported performance stock units at a price of $64.82.
- Following these transactions, Koster directly owns 179,821.084 shares of common stock.
- Koster also indirectly owns 100 shares of common stock through his spouse.
- He also holds options to buy 15,690 shares of common stock at an exercise price of $81.85, which may become exercisable on or after December 15, 2024, if CNC's common stock price equals or exceeds $100 per share for 20 consecutive trading days following the grant date.
- Koster also holds 3,015.544 shares of phantom stock, which represents the right to receive the fair market value of one share of Centene common stock upon termination with the company or on such other date he may elect.
Sentiment
Score: 5
Explanation: The sentiment is neutral. The filing primarily reports transactions related to stock forfeiture and tax withholding, which are standard processes. The forfeiture itself could be seen as slightly negative, but it's a reflection of past performance rather than a current issue.
Negatives
- Christopher Koster forfeited 10,661 performance stock units, indicating that the company did not meet certain financial performance objectives.
Future Outlook
The document does not contain specific forward-looking statements, but it does mention the conditions under which the performance stock options may become exercisable, which depends on the future stock price of Centene.
Industry Context
This Form 4 filing is a routine disclosure related to insider transactions and provides transparency into the holdings and transactions of company executives. It is a standard practice for publicly traded companies and their executives.
Comparison to Industry Standards
- Form 4 filings are a standard requirement for publicly traded companies in the US, ensuring transparency in insider trading activities.
- Companies like UnitedHealth Group (UNH), Anthem (ANTM) (now Elevance Health), and Cigna (CI) also have executives who regularly file Form 4s to report similar transactions.
- The vesting and forfeiture of performance-based equity awards are common practices in executive compensation across the healthcare industry, aligning executive incentives with company performance.
Stakeholder Impact
- The forfeiture of performance stock units may have a minor negative impact on executive compensation, but it aligns with company performance.
- The tax withholding impacts the executive's personal finances.
Key Dates
| Date | Description |
|---|---|
| 03/06/2020 | Date of phantom stock grant |
| 12/15/2021 | Date of performance stock unit and option grants |
| 02/04/2025 | Date of transaction (stock forfeiture and tax withholding) |
| 02/06/2025 | Date of Form 4 signature |
| 12/15/2024 | Earliest date performance stock options may become exercisable |
| 12/15/2031 | Expiration date of common stock options |
Keywords
Centene Corp, CNC, Christopher Koster, Form 4, Stock Forfeiture, Tax Withholding, Performance Stock Units, Common Stock, Insider Trading
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