CENTENE CORP

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

(RULE 14a-101)

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934 (Amendment No. )

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CENTENE CORPORATION

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Our Mission

Transforming the health of the communities we serve, one person at a time.

Since its founding as a single local healthcare plan in 1984, Centene's heart and soul has been linked to supporting the health of the communities we proudly serve. We are committed to providing access to quality, culturally sensitive care for our members and communities.

Now, nearly forty years later, this long-held commitment to supporting the health and health care of our members is encapsulated in our mission: Transforming the health of the communities we serve, one person at a time.

Our Values

Letter to Stockholders

From Our Chief Executive Officer and Our Chairman of the Board

March 28, 2024

Dear Stockholders:

The dynamic healthcare landscape continues to offer Centene opportunities to demonstrate our operational agility and resilience. Our uniquely local approach informs our ongoing development of new and innovative ways to serve our members and customers while strengthening our foundational core operations.

Centene concluded 2023 with strategic and operational advancements that will support our organization's earnings trajectory in the months and years ahead. We reported $4.95 of diluted earnings per share (EPS) and $6.68 of adjusted diluted EPS for full year 2023, an increase of over 139% and 15%, respectively, compared to full year 2022, which reflects a 5.5% increase over our original 2023 adjusted EPS guidance.

We captured targeted growth opportunities in Medicaid, our largest business, to provide managed care in Oklahoma for the SoonerSelect and SoonerSelect Children's Specialty Plan programs and in Arizona for the Arizona Long Term Care System, all the while navigating through the unprecedented Medicaid redetermination process. As noted at our December 2023 Investor Day, over a 24-month period starting in October 2021, Centene successfully won 18 Medicaid procurements, including two new states and seven new programs. Our industry-leading business development team continues to effectively execute on our growth objectives, providing Centene with the privilege to serve more members and state customers than ever before. At the same time, we have built partnerships with local community organizations and providers to facilitate access to care for our members. Federally Qualified Health Centers (FQHCs) represent important service hubs in the communities we serve. We invest alongside many of these facilities across our network to support and enhance access to care and other vital services.

In Marketplace, our membership grew to 3.9 million as of December 31, 2023, an increase of 88% compared to December 31, 2022. This growth not only created value for the company in 2023 but continues to represent an earnings opportunity in 2024 as the membership gained throughout the year annualizes and matures. With the expanding reach of Marketplace products, Centene can now cover more Americans, many of whom were previously uninsured or underinsured, an important component of our mission to expand access and affordability in the communities we serve.

Focusing on value-based care, we continue to design and offer health plans designed to meet the unique needs of Medicare beneficiaries while reducing costs and improving healthcare outcomes. In 2023, our team achieved Medicare Advantage quality score improvement, an important step forward on our journey to our October 2025 target of 85% of members associated with 3.5 Medicare Advantage Star plans. Our 2024 Medicare Advantage Star Ratings showed year-over-year unrounded score improvement for contracts associated with approximately 73% of our members, and approximately 87% of our membership is associated with contracts rated 3.0 Stars or better, compared to 53% in the prior year. Moreover, by focusing on dual eligibles - those members who qualify for both Medicare and Medicaid - through strategic product placement and distribution, we expect dual-eligible members to represent more than 35% of our Medicare Advantage membership in 2024. We believe that our expertise in focusing on lower-income and complex populations uniquely positions us to provide care to this critical population and address their social determinants of health.

We continued to sharpen our operational focus. We have completed 10 divestitures over two years, enabling us to focus on our core businesses and free up organizational bandwidth. With most planned divestitures behind us, we are focused on fortifying our platform and expanding our business as the dynamic healthcare landscape continues to evolve.

In 2023, we revised our sustainability structure around four pillars that comprise our mission: Empowering Health, Building Healthier Communities, Fostering a Healthy Environment and Driving Business Accountability. Centene's longstanding commitment to a diverse and inclusive culture has cultivated an employee population that reflects the members we serve – 76% of our workforce is female and half of all employees identify as people of color. Because our workforce reflects the diversity of our members, we are better able to deliver culturally sensitive care that is accessible, equitable and effective. Our employees come to work every day with a singular goal: to transform the health of the communities we serve, one person at a time. For Centene, this passionate, mission-driven workforce powers our success.

Our Board appointed Fred Eppinger as our Chairman in March 2023 and, under his guidance and based on positive stockholder feedback, the Board continues to improve and advance governance agenda that we began in 2022. This includes conducting a robust assessment of the Board's composition, led by our director search firm to ensure that we recruit directors with the appropriate mix of skills, thereby maintaining the Company's positive momentum. We also renamed the Value Creation Committee to the Quality Committee to reflect the shift from the past two years to what will propel us in the future. The revised charter for the Quality Committee underscores the Board's oversight and steadfast commitment to improving the quality of healthcare for our members.

Our 84% positive say-on-pay vote in 2023 validated that we are listening to stockholder feedback and constructing our executive compensation programs to reward performance and recognize stockholder value creation.

This important groundwork positions Centene to enter 2024 with strong forward momentum. Our agenda to focus and fortify is well underway. Commercial market evolution, service of existing and new state partners in more comprehensive ways and an expanding population of dual-eligible Americans are just some of the growth opportunities we plan to harness as we offer healthcare to underserved populations and provide cost-effective solutions to our government partners.

It is a privilege to serve our members each and every day, and we remain committed in all that we do to transform the health of the communities we serve, one person at a time.

Sincerely,

Sarah M. LondonChief Executive Officer

Frederick H. EppingerChairman of the Board of Directors

Notice of 2024 Annual Meeting of Stockholders

Stockholders will also transact such other business as may properly come before the Annual Meeting or at any convening or reconvening of the Annual Meeting following a postponement or adjournment of the Annual Meeting.

On or about March 28, 2024, we mailed to our stockholders either 1) a copy of our proxy statement, a proxy card and 2023 Annual Report on Form 10-K or 2) a Notice of Internet Availability of Proxy Materials (Availability Notice), which indicates how to access the proxy materials on the internet. We believe furnishing proxy materials to our stockholders on the internet provides our stockholders with the information they need while lowering the costs of delivery and reducing the environmental impact of the distribution process.

By order of the Board of Directors,

Christopher A. Koster

Important Notice Regarding the Availability of Proxy Materials for the 2024 Annual Meeting of Stockholders to be held on May 14, 2024: The accompanying proxy statement and the 2023 Annual Report on Form 10-K are available at www.ProxyVote.com.

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