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CENTENE CORP — Director's Dealing 2025
Feb 7, 2025
30343_dirs_2025-02-06_0c3d9044-a671-40c5-87bf-ee29ed921554.zip
Director's Dealing
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SEC Form 4 — Statement of Changes in Beneficial Ownership
Issuer: CENTENE CORP (CNC)
CIK: 0001071739
Period of Report: 2025-02-04
Reporting Person: KOSTER CHRISTOPHER (Secretary & General Counsel)
Non-Derivative Transactions
| Date | Security | Code | Shares | Price | A/D | Holdings After | Ownership |
|---|---|---|---|---|---|---|---|
| 2025-02-04 | Common Stock | D | 10661 | — | Disposed | 183629.644 | Direct |
| 2025-02-04 | Common Stock | F | 3852 | $64.82 | Disposed | 179821.084 | Direct |
Holdings (Non-Derivative)
| Security | Shares | Ownership |
|---|---|---|
| Common Stock | 100 | Indirect |
Holdings (Derivative)
| Security | Exercise Price | Expiration | Underlying | Shares | Ownership |
|---|---|---|---|---|---|
| Common Stock Option (right to buy) | $81.85 | 2031-12-15 | Common Stock (15690) | 15690 | Direct |
| Phantom Stock | $0 | 2020-03-06 | Common Stock (3015.544) | 3015.544 | Direct |
Footnotes
F1: Represents the forfeiture of performance stock units granted to the reporting person on December 15, 2021 that were eligible to vest based on certain financial performance objectives. Upon grant, the target vesting amount was reported in Table I of Form 4. On February 4, 2025, the Company determined that, based on the Company's performance over the applicable performance period, 8,582 stock units would vest and 10,661 stock units would be forfeited.
F2: Shares withheld for taxes upon vesting of previously-reported grant of performance stock units.
F3: Ownership includes 73,756 shares of previously-granted restricted stock units and performance stock units (reported at target level performance) subject to vesting requirements.
F4: Updated ownership includes common stock acquired through the Company's Employee Stock Purchase Program.
F5: 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.
F6: Each share of phantom stock represents the right to receive the fair market value of one share of Centene common stock.
F7: 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.