4/A: Centene Executive Amends Stock Holdings, Adds New Awards

Centene's Secretary & General Counsel, Christopher Koster, amended his beneficial ownership to reflect new equity awards and the forfeiture of unvested performance stock units.

Summary

• Christopher Koster, Secretary & General Counsel of Centene Corp (CNC), filed an amended Form 4 on February 6, 2026, to update his beneficial ownership.
• The amendment reports the acquisition of 126,925 shares of Common Stock on January 26, 2026, as an equity award with a price of $0.
• This new award comprises 50,770 restricted stock units (RSUs) and 76,155 performance stock units (PSUs) reported at target level performance.
• The 50,770 RSUs are scheduled to vest in three annual installments, commencing on March 15, 2027.
• The 76,155 PSUs will vest on March 15, 2029, with the actual number ranging from 0% to 200% of the target based on Centene's stock price performance between the final 20 trading days of 2025 and the final 60 trading days of 2028.
• The amendment also removed 26,939 shares representing unvested performance stock units from a previous award that did not meet vesting criteria for the performance period ending December 31, 2025, as determined by the Compensation and Talent Committee on January 26, 2026.
• Following these transactions, Koster's total beneficial ownership stands at 361,922.617 shares, which includes 123,574 shares of previously-granted RSUs and PSUs that are still subject to vesting requirements.

Sentiment

Score: 6

Explanation: StockSavvy.ai views this as a neutral to slightly positive event. While the forfeiture of some PSUs is a negative, the new significant equity award demonstrates continued commitment to executive compensation and retention, aligning management interests with future company performance.

Positives

• Christopher Koster received a new equity award of 126,925 shares of Centene Common Stock, comprising 50,770 restricted stock units and 76,155 performance stock units, aligning his interests with future company performance.

Negatives

• 26,939 unvested performance stock units from a previous award were forfeited and removed from total holdings because they did not meet the specified vesting criteria for the period ending December 31, 2025.

Risks

• The actual number of performance stock units that will vest on March 15, 2029, can range from 0% to 200% of the reported target based on the Company's stock price performance, indicating a risk of forfeiture if performance targets are not met.
• The forfeiture of 26,939 performance stock units from a prior award highlights the inherent risk associated with performance-based compensation if company targets are not achieved.

Future Outlook

The vesting of 76,155 performance stock units on March 15, 2029, is contingent on Centene's stock price performance between the final 20 trading days of 2025 and the final 60 trading days of 2028, with potential payout ranging from 0% to 200% of the target, directly linking future executive compensation to company share value appreciation.

Industry Context

StockSavvy.ai notes that equity awards, particularly those with performance-based vesting, are common executive compensation tools designed to align management incentives with shareholder value creation. The forfeiture of unvested units highlights the inherent risk and performance-driven nature of such compensation structures, which are standard in the healthcare and managed care sectors.

Comparison to Industry Standards

• Equity compensation packages, including a mix of time-based restricted stock units and performance-based stock units, are standard practice across large-cap healthcare providers and managed care organizations, aligning executive incentives with long-term company performance and shareholder returns.
• The structure of Centene's performance stock units, tying vesting to stock price performance over a multi-year period, is consistent with best practices observed in companies like UnitedHealth Group (UNH) and Anthem (ANTM), which also utilize similar long-term incentive plans to motivate executive teams.

Stakeholder Impact

• Shareholders: The equity awards align executive interests with shareholder value creation, as a portion of compensation is directly tied to the company's stock price performance. The forfeiture of unvested units demonstrates that performance hurdles are actively enforced.
• Employees: This filing provides insight into the company's executive compensation strategy, which can influence broader compensation philosophies within the organization.

Next Steps

• The first annual installment of 50,770 restricted stock units is scheduled to vest on March 15, 2027.
• The 76,155 performance stock units are scheduled to vest on March 15, 2029, contingent on Centene's stock price performance.

Key Dates

Recommendation

This filing is a routine amendment to an insider transaction report, detailing executive compensation in the form of equity awards and the forfeiture of previously unvested units. It does not contain information that would fundamentally alter the investment thesis for Centene Corp, hence a 'hold' recommendation is appropriate as it provides no new material information to warrant a change in existing positions.

Keywords

Centene, CNC, Form 4/A, SEC filing, insider transaction, stock award, restricted stock units, performance stock units, executive compensation, beneficial ownership