CENTENE CORP

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

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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, 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

Accountability – Courage – Curiosity – Trust – Service

These values support our efforts to realize our mission.

Our Culture

Letter to Stockholders

From Our Chief Executive Officer and Our Chairman of the Board

March 27, 2025

Dear Stockholders:

In these early months of 2025, healthcare policy headlines are dominating the news and creating market uncertainty for investors. From where we stand, this volatility – while temporary – only reinforces the importance of Centene’s focused and intense work over the last three years to improve our operational agility and strengthen our infrastructure, fostering resilience and readiness as an organization and as an essential member of the healthcare community.

Looking back, 2024 was a capstone year in our value creation journey, and rife with industry turbulence of its own. And yet, surrounded by landscape challenges, we delivered significant operational milestones and outperformed our top and bottom-line financial commitments in 2024 positioning our business well for the future.

A couple of key highlights:

•Thanks to an ongoing emphasis on and commitment to quality performance and operational excellence, we delivered substantial improvements in our Medicare STAR ratings, effectively positioning our Medicare business on a path to breakeven in 2027.

•We delivered another year of solid, profitable growth in our Individual business. Capitalizing on our leading market position, we pioneered program integrity changes that proactively reduced fraud, waste and abuse. In early 2024, our team introduced the “Agent of Record Lock” policy, setting the tone for the Centers for Medicare and Medicaid Services (CMS) to make this and other program integrity measures a market mandate heading into the Open Enrollment period.

•In our Medicaid business, we navigated a historic level of eligibility redetermination, partnering closely across 30 states to navigate membership and acuity shifts impacting millions of lives, while at the same time delivering an impressive string of RFP wins thereby securing the majority of our Medicaid business through the end of the decade.

•And, finally, we continued our work to build an industry-leading culture, operating as “One CenTeam” by focusing on service – to our partners, to our members, and to each other.

In 2024, we proved that our business has the fortitude to not only survive challenges, but thrive, continuing to evolve to better serve our customers and stakeholders.

We enter 2025 structurally stronger, more talented, more agile, and better positioned to execute against a pipeline of exciting growth opportunities.

Operationally, in 2025 we expect to collaborate with our state partners to more closely align Medicaid rates with the post-redeterminations book of business. Our Medicare Advantage business, following successful execution during the Annual Enrollment Period, will focus on key clinical and operational initiatives to advance our progress to break even in 2027. And, as the category leader, our Marketplace team will once again offer access to high quality and affordable healthcare – this year to approximately 5 million Americans – while expanding our movement into the emerging Individual Coverage Health Reimbursement Arrangement (ICHRA) market.

We are already in-motion on initiatives that leverage AI to drive quality and efficiency in our business and these will accelerate in 2025. For example, we are deploying AI within our provider contracting operations to reduce the manual labor associated with configuring and maintaining contracts, while enabling further automation and speed in processing payments to providers.

AI is also helping us strengthen our analytics – an important lever for advancing initiatives such as Value Based Care across our businesses. Value-based payment models align the success of our providers with the well-being of our members. With more than 40% of our medical membership associated with value-based arrangements, we are better able to coordinate and support critical healthcare services – both big and small – for the lives we serve.

As an organization we subscribe to a philosophy that we can always do something more – more for our members, more for our state and federal partners and more for our shareholders. As we look ahead to 2025, new initiatives are scheduled to launch that aim to personalize and better facilitate care for our members. Our Illinois health plan is offering members with uncontrolled high blood pressure a 12-week comprehensive “Food Is Medicine” program. The program includes nutrition counseling along with an intentional combination of medically tailored meals, healthy food boxes and fresh produce vouchers. By creating sustainable changes in eating habits, our members can better support the treatment of their chronic disease – both inside and outside of the doctor’s office.

In 2025, our recently announced partnership with the National Association of Community Health Centers (NACHC) will support value-based payment model adoption and improve maternal and child health outcomes. Community Health Centers uniquely serve our populations and share our strategy of delivering deeply local, integrated care. By working closely together, our goal is to drive differentiated health outcomes and transform the health of our shared communities at national scale.

Managed care organizations play a vital and often misunderstood role in the United States healthcare ecosystem. As stewards of taxpayer dollars, our charge is to lower healthcare costs while ensuring high-quality access to care. To do this, we focus on prevention, early intervention, and efficient care coordination. Investing in home health for our members can reduce the need for expensive (and often unnecessary) hospitalization. Connecting our members to resources that promote and protect health minimizes the need for more health care – things like access to healthy foods, transportation, and childcare. Over more than 40 years, Centene has worked to improve health care for low income and working Americans. But we believe there is more we can do to transform the communities we serve by focusing on a more holistic, comprehensive, and outcomes-oriented approach to health, instead of just health care. We intend to leverage our platform that today serves 28 million Americans to advocate on their behalf for system-wide changes that bring more seamless experiences and improved outcomes to those with the fewest resources and the most complex needs.

We look forward to delivering on our mission for our customers and our shareholders, as well as advancing the agenda nationally to make healthcare work better in 2025 and beyond.

Sincerely,

Sarah M. LondonChief Executive Officer

Frederick H. EppingerChairman of the Board of Directors

Notice of 2025 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.

Stockholders or their legal proxy holders who wish to attend the Annual Meeting must preregister. Requests for preregistration must be received by us no later than 11:59 AM Eastern Time on May 9, 2025. For complete instructions for preregistering, see page 138 of this proxy statement.

On or about March 27, 2025, we mailed to our stockholders either 1) a copy of our proxy statement, a proxy card and 2024 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 2025 Annual Meeting of Stockholders to be held on May 13, 2025: The accompanying proxy statement and the 2024 Annual Report on Form 10-K are available at www.ProxyVote.com.