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Centene (NYSE: CNC) executive boosts phantom stock through deferred pay

Filing Impact
(Neutral)
Filing Sentiment
(Neutral)
Form Type
4

Rhea-AI Filing Summary

Centene Group President Michael A. Carson increased his deferred compensation exposure by acquiring 47.935 shares of phantom stock at $57.7700 per unit. Each phantom share represents the right to receive the fair market value of one Centene common share.

The phantom stock was obtained through regularly scheduled payroll contributions to the company’s deferred compensation plan and has no formal expiration date. After this award, Carson holds 604.004 phantom stock units, 122,882 shares of common stock held directly (including 113,747 restricted and performance stock units subject to vesting), and 825 common shares held indirectly by his spouse.

Positive

  • None.

Negative

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Insider Carson Michael A
Role Group President, Medicare&Spec
Type Security Shares Price Value
Grant/Award Phantom Stock 47.935 $57.77 $3K
holding Common Stock -- -- --
holding Common Stock -- -- --
Holdings After Transaction: Phantom Stock — 604.004 shares (Direct, null); Common Stock — 122,882 shares (Direct, null); Common Stock — 825 shares (Indirect, By Spouse)
Footnotes (1)
  1. Ownership includes 113,747 shares of previously-granted restricted stock units and performance stock units (reported at target level performance) subject to vesting requirements. Each share of phantom stock represents the right to receive the fair market value of one share of Centene common stock. The phantom stock was acquired by Mr. Carson through regularly scheduled payroll contributions to the Company's deferred compensation plan. The phantom stock has no formal expiration date. The phantom stock will be settled in cash or other non-Company securities upon Mr. Carson's termination with the Company or on such other date Mr. Carson may elect.
Phantom stock acquired 47.935 units at $57.7700 Acquisition on 2026-05-22 via payroll contributions
Total phantom stock after transaction 604.004 units Phantom stock holdings following 2026-05-22 award
Direct common stock holdings 122,882 shares Common stock owned directly following 2026-05-22
Indirect common stock holdings 825 shares Common stock held indirectly by spouse following 2026-05-22
Restricted and performance units included 113,747 units Previously granted RSUs and PSUs subject to vesting within ownership
Phantom stock exercise price $0.0000 Conversion or exercise price for phantom stock units
phantom stock financial
"Each share of phantom stock represents the right to receive the fair market value of one share of Centene common stock."
A phantom stock is a form of compensation that gives employees or executives the benefits of stock ownership, such as the increase in stock value, without actually giving them real shares. It acts like a promise to pay the employee the equivalent value of company stock later, often as a bonus or incentive. This allows companies to motivate and reward staff without diluting ownership or transferring actual shares.
deferred compensation plan financial
"The phantom stock was acquired by Mr. Carson through regularly scheduled payroll contributions to the Company's deferred compensation plan."
A deferred compensation plan is an arrangement where an employer agrees to pay part of an employee’s pay or bonus at a later date instead of immediately, often to reduce current tax bills or to tie rewards to long-term performance. For investors it matters because these promises create future cash obligations and influence executive incentives and retention; they can affect a company’s reported liabilities, cash flow planning and the risk profile if the business faces financial trouble.
restricted stock units financial
"Ownership includes 113,747 shares of previously-granted restricted stock units and performance stock units (reported at target level performance) subject to vesting requirements."
Restricted stock units are a type of company reward where employees are promised shares of stock, but they only fully own these shares after meeting certain conditions, like staying with the company for a set time. They matter because they can become valuable assets and are often used to motivate employees to help the company succeed.
performance stock units financial
"Ownership includes 113,747 shares of previously-granted restricted stock units and performance stock units (reported at target level performance) subject to vesting requirements."
Performance stock units are a type of company award that grants employees shares of stock only if certain performance goals are met. They motivate employees to work toward specific company achievements, aligning their interests with those of shareholders. For investors, they can influence a company's future stock supply and reflect management’s confidence in reaching key targets.
fair market value financial
"Each share of phantom stock represents the right to receive the fair market value of one share of Centene common stock."
The price a willing buyer and a willing seller would agree on for an asset or security when neither is under pressure and both have access to the same information. Think of it as the market’s neutral estimate of what something is worth, like the price two neighbors would settle on for a car after comparing similar listings. Investors care because fair market value guides buying and selling decisions, tax reporting, portfolio valuation, and how accurately company assets are reflected in financial statements.
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Form 4 Insider Transactions: What Each Field Means →
SEC Form 4
FORM 4UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
OMB APPROVAL
OMB Number:3235-0287
Estimated average burden
hours per response:0.5
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.
1. Name and Address of Reporting Person*
Carson Michael A
(Last)(First)(Middle)
7700 FORSYTH BOULEVARD
(Street)
ST. LOUIS MISSOURI 63105
(City)(State)(Zip)
UNITED STATES
(Country)		2. Issuer Name and Ticker or Trading Symbol
CENTENE CORP [ CNC ] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director10% Owner
XOfficer (give title below)Other (specify below)
Group President, Medicare&Spec
2a. Foreign Trading Symbol
3. Date of Earliest Transaction (Month/Day/Year)
05/22/2026		6. Individual or Joint/Group Filing (Check Applicable Line)
XForm filed by One Reporting Person
Form filed by More than One Reporting Person
4. If Amendment, Date of Original Filed (Month/Day/Year)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year)2A. Deemed Execution Date, if any (Month/Day/Year)3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
CodeVAmount(A) or (D)Price
Common Stock122,882(1)D
Common Stock825IBy Spouse
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
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 Securities Underlying Derivative Security (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: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Phantom Stock$0(2)05/22/2026A47.935(3)05/22/202605/22/2026(4)Common Stock47.935(3)$57.77604.004D
Explanation of Responses:
1. Ownership includes 113,747 shares of previously-granted restricted stock units and performance stock units (reported at target level performance) subject to vesting requirements.
2. Each share of phantom stock represents the right to receive the fair market value of one share of Centene common stock.
3. The phantom stock was acquired by Mr. Carson through regularly scheduled payroll contributions to the Company's deferred compensation plan.
4. The phantom stock has no formal expiration date. The phantom stock will be settled in cash or other non-Company securities upon Mr. Carson's termination with the Company or on such other date Mr. Carson may elect.
Remarks:
/s/ Christopher A. Koster (executed by attorney-in-fact)05/26/2026
** Signature of Reporting PersonDate
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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 Number.
* Form 4: SEC 1474 (03-26)

Source: View Original Filing on SEC EDGAR

FAQ

What did Centene (CNC) executive Michael A. Carson report in this insider transaction?

Michael A. Carson reported acquiring 47.935 phantom stock units tied to Centene common shares. These units were added through payroll contributions to the company’s deferred compensation plan, increasing his phantom stock holdings to 604.004 units alongside substantial direct and indirect common stock positions.

How many Centene (CNC) phantom stock units does Michael A. Carson now hold?

After this transaction, Michael A. Carson holds 604.004 phantom stock units linked to Centene’s common stock. Each unit represents the right to receive the fair market value of one share and will be settled in cash or other non-company securities at a future distribution event.

How many Centene (CNC) common shares does Michael A. Carson own directly and indirectly?

Following the reported holdings, Michael A. Carson owns 122,882 Centene common shares directly and 825 shares indirectly through his spouse. His direct ownership includes 113,747 restricted stock units and performance stock units that remain subject to vesting conditions before fully becoming common shares.

How were the new Centene (CNC) phantom stock units acquired by Michael A. Carson?

The new phantom stock units were acquired through regularly scheduled payroll contributions to Centene’s deferred compensation plan. This means a portion of Carson’s compensation was deferred into phantom stock, rather than received in cash, aligning his deferred pay with Centene’s share value performance.

What does Centene (CNC) phantom stock represent for Michael A. Carson?

Each phantom stock unit represents the right to receive the fair market value of one Centene common share. These units do not have a formal expiration date and will be settled in cash or other non-company securities upon Carson’s termination or another elected distribution date.