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CENTENE CORP

For the period ended May 13, 2025. Filed Mar 27, 2025.

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What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.

May 13, 2025 · Filed Mar 27, 2025

CNC$69.74-6.0%Stored close · as of Nov 6, 2026
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Contents

Appendix B -

Appendix B - 2025 Stock Incentive Plan149

Appendix B - 2025 Stock Incentive Plan

CENTENE CORPORATION

2025 Stock Incentive Plan

  1. Purpose

The purpose of this 2025 Stock Incentive Plan (the “Plan”) of Centene Corporation, a Delaware corporation (the “Company”), is to advance the interests of the Company’s stockholders by enhancing the Company’s ability to attract, retain and motivate persons who make (or are expected to make) important contributions to the Company, by providing such persons with equity ownership opportunities and performance-based incentives and thereby better aligning the interests of such persons with those of the Company’s stockholders. Except where the context otherwise requires, the term “Company” shall include any of the Company’s present or future parent or subsidiary corporations as defined in Sections 424(e) or (f) of the Internal Revenue Code of 1986, as amended, and any regulations promulgated thereunder (the “Code”) and any other business venture (including joint venture or limited liability company) in which the Company has a controlling interest, as determined by the Board of Directors of the Company (the “Board”). This Plan is a successor to the Centene Corporation 2012 Stock Incentive Plan, as amended, and the Magellan Health, Inc. 2016 Management Incentive Plan and Magellan Health Services, Inc. 2011 Management Incentive Plan (the “Centene Prior Plan” and the “Magellan Plans,” and together, the “Prior Plans”) and, provided that this Plan is approved by the Company’s stockholders, no further grants shall be made pursuant to the Prior Plans.

  1. Eligibility

All of the Company’s employees, officers, directors, consultants and advisors are eligible to be granted stock options (“Options”), Restricted Stock (as hereinafter defined), Restricted Stock Units (“RSUs”), Stock Appreciation Rights (“SARs”) and any other stock based awards that have values based on the values of shares, including but not limited to grants of stock and grants of rights to receive stock in the future (“Other Stock Based Awards”) (each, an “Award”) under the Plan, to the extent that an offer or receipt of an Award is permitted by applicable law, stock market or exchange rules and regulations or accounting or tax rules and regulations. Holders of equity compensation Awards granted by a company that is acquired by the Company (or whose business is acquired by the Company) or with which the Company combines are eligible for Awards granted in assumption of, or in substitution for, an outstanding Award previously granted by a company or other business acquired by the Company or with which the Company combines (“Substitute Awards”) under the Plan to the extent permitted under applicable regulations of any stock exchange on which the Company is listed. Each person who has been granted an Award under the Plan shall be deemed a “Participant.”

  1. Administration and Delegation

(a)Administration by Compensation Committee of the Board of Directors. The Plan will be administered by the Compensation Committee of the Board. The Compensation Committee shall have authority to: (i) designate Participants, (ii) determine the type or types of Awards (including Substitute Awards) to be granted to each Participant under the Plan, (iii) determine the number of shares to be covered by (or with respect to which payments, rights or other matters are to be calculated in connection with) Awards, (iv) determine the terms and conditions of any Award and prescribe the form of each Award agreement, which need not be identical for each Participant, (v) determine whether, to what extent, under what circumstances and by which methods Awards may be settled or exercised in cash, shares, Other Stock Based Awards, other property, net settlement (including broker-assisted cashless exercise), or any combination thereof, or canceled, forfeited or suspended, (vi) determine whether, to what extent and under what circumstances cash, shares, Other Stock Based Awards, other property and other amounts payable with respect to an Award under the Plan shall be deferred either automatically or at the election of the holder thereof or of the Compensation Committee, (vii) amend terms or conditions of any outstanding Awards, (viii) correct any defect, supply any omission or reconcile any inconsistency in the Plan or any Award in the manner and to the extent it shall deem expedient to carry the Plan into effect and it shall be the sole and final judge of such expediency, (ix) interpret and administer the Plan and any instrument or agreement relating to, or Award made under, the

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Plan, (x) establish, amend, suspend or waive such rules and regulations and appoint such agents, trustees, brokers, depositories and advisors and determine such terms of their engagement as it shall deem appropriate for the proper administration of the Plan and due compliance with applicable law, stock market or exchange rules and regulations or accounting or tax rules and regulations and (xi) make any other determination and take any other action that the Compensation Committee deems necessary or desirable for the administration of the Plan and due compliance with applicable law, stock market or exchange rules and regulations or accounting or tax rules and regulations. Awards to a director or an “officer” of the Company (as defined by Rule 16a-1 under the Securities Exchange Act of 1934, as amended (a “Section 16 Officer” and the “Exchange Act”)) may only be recommended by a committee comprised solely of independent directors. All decisions by the Compensation Committee shall be made in the Compensation Committee’s sole discretion and shall be final and binding on all persons having or claiming any interest in the Plan or in any Award. No director or person acting pursuant to the authority delegated by the Compensation Committee shall be liable for any action or determination relating to or under the Plan made in good faith.

(b)Appointment of Committees. To the extent permitted by applicable law, including under Section 157(c) of the Delaware General Corporation Law, the Compensation Committee may delegate any or all of its powers under the Plan to one or more committees or subcommittees of the Board (a “Committee”). All references in the Plan to the “Compensation Committee” shall mean the Compensation Committee or a subcommittee or the executive officers referred to in Section 3(c) to the extent that the Compensation Committee’s powers or authority under the Plan have been delegated to such Committee or executive officers.

(c)Delegation to Executive Officers. To the extent permitted by applicable law, the Compensation Committee may delegate to one or more executive officers of the Company the power to grant Awards to employees or officers of the Company or any of its present or future subsidiary corporations and to exercise such other powers under the Plan as the Compensation Committee may determine, provided that the Compensation Committee shall fix the terms of the Awards to be granted by such executive officers (including the exercise price of such Awards, which may include a formula by which the exercise price will be determined) and the maximum number of shares subject to Awards that the executive officers may grant; provided further, however, that no executive officer shall be authorized to grant Awards to any “executive officer” of the Company, as defined by Rule 3b-7 under the Exchange Act, or to any Section 16 Officer.

  1. Stock Available for Awards

(a)Initial Share Reserve. Subject to adjustment under Section 8, Awards may be made under the Plan for up to 15,000,000 shares of common stock, $.001 par value per share, of the Company (“Common Stock”), less one (1) share for every one (1) share of Common Stock subject to an award granted under the Prior Plans after March 15, 2025.

(b)Permitted Addbacks to Share Reserve. If (i) any shares of Common Stock subject to an Award are forfeited, an Award expires or an Award is settled for cash (in whole or in part), or (ii) after March 15, 2025, any shares of Common Stock subject to an award under the Prior Plans are forfeited, expire or are settled for cash (in whole or in part), then in each such case the shares subject to such Award or award under the Prior Plans shall, to the extent of such forfeiture, expiration or cash settlement, be added to the shares of Common Stock authorized for grant under Section 4(a) above. In the event that withholding tax liabilities arising from an Award other than an Option or SAR or, after March 15, 2025, an award other than an option or stock appreciation right under the Prior Plans are satisfied by the tendering of shares of Common Stock (either actually or by attestation) or by the withholding of shares of Common Stock by the Company, the shares of Common Stock so tendered or withheld shall be added to the shares of Common Stock authorized for grant under Section 4(a) above; provided, however, that shares that again become available for issuance under the Plan pursuant to the preceding clause shall not increase the numbers of shares that may be granted under the Plan in connection with ISOs (as hereinafter defined).

(c)No Recycling of Options or SARs. Notwithstanding anything to the contrary contained herein, the following shares of Common Stock shall not be added to the shares authorized for grant under Section 4(a): (i) shares tendered or withheld in payment of the purchase price of an Option or an option granted under the Prior Plans, (ii) shares tendered or withheld to satisfy any tax withholding obligation with respect to Options or SARs or options or stock appreciation rights granted under the Prior Plans, (iii) shares subject to a SAR or a stock appreciation right granted under the Prior Plans that are not issued in connection with its stock settlement on exercise thereof, and (iv) shares reacquired by the Company on the open market or otherwise using cash proceeds from the exercise of Options or options granted under the Prior Plans.

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(d)Source of Shares. Shares issued under the Plan may consist in whole or in part of authorized but unissued shares or treasury shares.

(e)Substitute Awards. Shares underlying Substitute Awards and shares remaining available for grant under a plan of an acquired company or of a company with which the Company combines (whether by way of amalgamation, merger, sale and purchase of shares or other securities or otherwise), appropriately adjusted to reflect the acquisition or combination transaction, shall not reduce the number of shares remaining available for grant hereunder.

(f)Director compensation limit. Subject to adjustment under Section 8, a Participant who is a non-employee director may not receive compensation in the aggregate, including cash payments and Awards but excluding any vested deferred compensation from any prior year, in excess of $1,000,000 during each calendar year while serving in such capacity (it being understood that for this purpose the value of any Awards shall be determined at the time of grant). Any compensation granted, paid or awarded for services other than as a non-employee director (including as an officer, employee or consultant of the Company or its affiliates) shall not count towards such limit.

  1. Options

(a)General. The Compensation Committee may grant options to purchase Common Stock (each, an “Option”) and determine the number of shares of Common Stock to be covered by each Option, the exercise price of each Option and the conditions and limitations applicable to the exercise of each Option, including conditions relating to applicable federal or state securities laws, as it considers necessary or advisable. An Option that is not intended to be an ISO shall be designated a “Nonstatutory Stock Option.”

(b)ISOs. An Option that the Compensation Committee intends to be an “incentive stock option” as defined in Section 422 of the Code (an “ISO”) shall only be granted to employees of Centene Corporation, any of Centene Corporation’s present or future parent or subsidiary corporations as defined in Sections 424(e) or (f) of the Code, and any other entities the employees of which are eligible to receive ISOs under the Code, and shall be subject to and shall be construed consistently with the requirements of Section 422 of the Code. The Company shall have no liability to a Participant, or any other party, if an Option (or any part thereof) that is intended to be an ISO is not an ISO. The maximum number of shares that may be issued pursuant to the exercise of ISOs under the Plan shall be 15,000,000.

(c)Exercise Price. The Compensation Committee shall establish the exercise price at the time each Option is granted and specify it in the applicable Award agreement, provided, however, that the exercise price shall be not less than 100% of the Fair Market Value (as hereinafter defined) of the Common Stock, as determined by the Compensation Committee, at the time the Option is granted.

(d)Notwithstanding the foregoing, an Option may be granted with an exercise price lower than 100% of the Fair Market Value of the Common Stock if such Option is a Substitute Award and is granted in a manner consistent with the provisions of Section 409A of the Code and, if applicable, Section 424(a) of the Code.

(e)Duration of Options. Each Option shall be exercisable at such times and subject to such terms and conditions as the Compensation Committee may specify in the applicable Award agreement, provided, however, that no Option will be granted for a term in excess of 10 years.

(f)Exercise of Option. Options may be exercised by delivery to the Company of a written notice of exercise signed by the proper person or by any other form of notice (including electronic notice) approved by the Compensation Committee together with payment in full as specified in Section 5(f) for the number of shares for which the Option is exercised. To the extent an Option is not previously exercised as to all of the shares subject thereto, and, if the Fair Market Value of one share of Common Stock is greater than the exercise price then in effect, then the Option shall be deemed automatically exercised immediately before its expiration, unless prohibited by applicable policy of the Company, its subsidiaries or affiliates or otherwise provided in any applicable Award agreements.

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(g)Payment Upon Exercise. Common Stock purchased upon the exercise of an Option granted under the Plan shall be paid for as follows:

in cash or by check, payable to the order of the Company;

except as the Compensation Committee may, in its sole discretion, otherwise provide in an applicable Award agreement, by (i) delivery of an irrevocable and unconditional undertaking by a creditworthy broker to deliver promptly to the Company sufficient funds to pay the exercise price and any required tax withholding or (ii) delivery by the Participant to the Company of a copy of irrevocable and unconditional instructions to a creditworthy broker to deliver promptly to the Company cash or a check sufficient to pay the exercise price and any required tax withholding;

when the Common Stock is registered under the Exchange Act, by delivery of shares of Common Stock owned by the Participant valued at their Fair Market Value, taking into account the requirements of Section 409A of the Code and any other applicable laws, rules, or regulations, but in no event shall the Compensation Committee apply discounts to the Fair Market Value for the lack of marketability or controlling interest;

“Fair Market Value” means (i) with respect to shares, the closing price of the share on the trading day immediately preceding the date of determination or on the applicable date of determination on the principal stock market or exchange on which the shares are quoted or traded, or if shares are not so quoted or traded, the fair market value of a share as determined by the Compensation Committee, and (ii) with respect to any property other than shares, the fair market value of such property determined by such methods or procedures as shall be established from time to time by the Compensation Committee.

such other lawful consideration as the Compensation Committee may determine in its sole discretion, provided that (i) at least an amount equal to the par value of the Common Stock being purchased shall be paid in cash and (ii) no such consideration shall consist in whole or in part of a promissory note or other evidence of indebtedness; or by any combination of the above permitted forms of payment.

  1. Restricted Stock; RSUs; Other Stock Based Awards

(a)Grants. The Compensation Committee may grant Awards entitling recipients to acquire shares of Common Stock (“Restricted Stock”), subject to the right of the Company to repurchase all or part of such shares at their issue price or other stated or formula price (or to require forfeiture of such shares or repurchase of such shares for a nominal amount if issued at no cost) from the recipient in the event that conditions specified by the Compensation Committee in the applicable Award are not satisfied prior to the end of the applicable restriction period or periods established by the Compensation Committee for such Award. The Compensation Committee may provide in an Award agreement that an Award of Restricted Stock is conditioned upon the Participant making or refraining from making an election with respect to an Award under Section 83(b) of the Code. If a Participant makes an election pursuant to Section 83(b) of the Code with respect to an Award of Restricted Stock, such Participant shall be required to file promptly a copy of such election with the Company and the applicable Internal Revenue Service office. Instead of granting Awards for Restricted Stock, the Compensation Committee may grant Awards entitling the recipient to receive shares of Common Stock to be delivered in the future (“RSUs”) subject to such terms and conditions on the delivery of the shares of Common Stock as the Compensation Committee shall determine (each Award for Restricted Stock or RSUs, a “Restricted Stock Award”). The Compensation Committee may also permit an exchange of unvested shares of Common Stock that have already been delivered to a Participant for an instrument evidencing the right to future delivery of Common Stock at such time or times, and on such conditions, as the Compensation Committee shall specify. In addition, the Compensation Committee may issue Other Stock Based Awards. The Compensation Committee is additionally authorized to grant Awards to Participants that may be earned upon achievement or satisfaction of performance conditions specified by the Compensation Committee (“Performance Awards”). The Compensation Committee may, in its discretion, adjust the amount of a settlement otherwise to be made in connection with a Performance Award.

(b)Terms and Conditions. The Compensation Committee shall determine the terms and conditions of any such Restricted Stock Award, including the conditions for repurchase (or forfeiture) and the issue price, if any. The Compensation Committee shall also determine the terms and conditions of any Other Stock Based Awards. The Compensation Committee may issue an Other Stock Based Award which includes, but is not limited to, the right to receive upon grant fully vested shares of stock.

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(c)Stock Certificates. Any stock certificates issued in respect of a Restricted Stock Award, if applicable, shall be registered in the name of the Participant and, unless otherwise determined by the Compensation Committee, deposited by the Participant, together with a stock power endorsed in blank, with the Company (or its designee). At the expiration of the applicable restriction periods, the Company (or such designee) shall deliver the certificates no longer subject to such restrictions to the Participant or if the Participant has died, to the beneficiary designated, in a manner determined by the Compensation Committee, by a Participant to receive amounts due or exercise rights of the Participant in the event of the Participant’s death (the “Designated Beneficiary”). In the absence of an effective designation by a Participant, Designated Beneficiary shall mean the Participant’s estate.

  1. Stock Appreciation Rights

(a)General. A Stock Appreciation Right (“SAR”) is an Award entitling the holder, upon exercise, to receive an amount in Common Stock determined by reference to appreciation, from and after the date of grant, in the Fair Market Value of a share of Common Stock. The date as of which such appreciation or other measure is determined shall be the exercise date.

(b)Grants. SARs may be granted under the Plan. The Compensation Committee shall establish the exercise price at the time each SAR is granted and specify it in the applicable SAR agreement, provided, however, that the exercise price shall be not less than 100% of the Fair Market Value of the Common Stock, as determined by the Compensation Committee, at the time the SAR is granted. Notwithstanding the foregoing, a SAR may be granted with an exercise price lower than 100% of the Fair Market Value of the Common Stock if such SAR is a Substitute Award and is granted in a manner consistent with the provisions of Section 409A of the Code and, if applicable, Section 424(a) of the Code. No SAR will be granted for a term in excess of 10 years. A SAR will become exercisable at such time or times, and on such conditions, as the Compensation Committee may specify in the SAR Award.

(c)Exercise. SARs may be exercised by delivery to the Company of a written notice of exercise signed by the proper person or by any other form of notice (including electronic notice) approved by the Compensation Committee, together with any other documents required by the Compensation Committee. To the extent a SAR is not previously exercised as to all of the shares subject thereto, and, if the Fair Market Value of one share of Common Stock is greater than the exercise price then in effect, then the SAR shall be deemed automatically exercised immediately before its expiration, unless prohibited by applicable policy of the Company, its subsidiaries or affiliates or otherwise provided in any applicable Award agreements.

  1. Adjustments for Changes in Common Stock and Certain Other Events

(a)Changes in Capitalization. In the event of any stock split, reverse stock split, stock dividend, recapitalization, combination of shares, reclassification of shares, spin-off, any reorganization (whether or not such reorganization comes within the definition of such term in Section 368 of the Code) or other similar change in capitalization or event, or any distribution to holders of Common Stock other than a normal cash dividend, (i) the number and class of securities available under the Plan, (ii) the number and class of and/or price of shares of Common Stock subject to outstanding Awards granted under the Plan, (iii) the repurchase price per share subject to each outstanding Restricted Stock Award, (iv) the grant, acquisition, exercise or hurdle price with respect to any Award or, if deemed appropriate, make provision for a cash payment to the holder of an outstanding Award, and (v) the terms and conditions of any outstanding Awards, including the performance criteria of any Performance Awards shall be appropriately adjusted by the Company (or substituted Awards may be made, if applicable) to the extent the Compensation Committee shall determine, in good faith, that such an adjustment (or substitution) is necessary and appropriate; provided, however, that the number of shares subject to any Award denominated in shares shall always be a whole number. Furthermore, in such event, the Compensation Committee shall be permitted to (A) cancel and terminate any outstanding Award by making provisions for payments of cash, property or a combination thereof having an aggregate value equal to the value of such outstanding Award, as determined by the Compensation Committee in its sole discretion, and (B) in the case of any Option or SAR having a per-share exercise price equal to, or in excess of, the Fair Market Value of a share of Common Stock subject thereto, cancel such Option or SAR without any payment or consideration therefor.

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(a)Liquidation or Dissolution. In the event of a proposed liquidation or dissolution of the Company, the Compensation Committee shall upon written notice to the Participants provide that all then unexercised Options, Other Stock Based Awards and SARs will (i) become exercisable in full as of a specified time at least 10 business days prior to the effective date of such liquidation or dissolution and (ii) terminate effective upon such liquidation or dissolution, except to the extent exercised before such effective date. The Compensation Committee may specify the effect of a liquidation or dissolution on any Restricted Stock Award granted under the Plan at the time of the grant.

  1. General Provisions Applicable to Awards

(a)Transferability of Awards. Awards shall not be sold, assigned, transferred, pledged or otherwise encumbered by the person to whom they are granted, either voluntarily or by operation of law, except by will or the laws of descent and distribution or, other than in the case of an ISO, pursuant to a qualified domestic relations order, and, during the life of the Participant, shall be exercisable only by the Participant; provided that the Compensation Committee may permit or provide in an Award for the gratuitous transfer of the Award by the Participant to or for the benefit of any immediate family member, family trust or family partnership established solely for the benefit of the Participant and/or an immediate family member thereof if, with respect to such proposed transferee, the Company would be eligible to use a registration statement on Form S-8 for the registration of the sale of the Common Stock subject to such Award under the Securities Act of 1933, as amended, andprovided further that the Company shall not be required to recognize any such transfer until such time as the Participant and such permitted transferee shall, as a condition to such transfer, deliver to the Company a written instrument in form and substance satisfactory to the Company confirming that such transferee shall be bound by all of the terms and conditions of the Award. References to a Participant, to the extent relevant in the context, shall include references to authorized transferees.

(b)Documentation. Each Award shall be evidenced in such form (written, electronic or otherwise) as the Compensation Committee shall determine. Each Award may contain terms and conditions in addition to those set forth in the Plan.

(c)Compensation Committee Discretion. Except as otherwise provided by the Plan, each Award may be made alone or in addition or in relation to any other Award. The terms of each Award need not be identical, and the Compensation Committee need not treat Participants uniformly.

(d)Termination of Status. The Compensation Committee shall determine the effect on an Award of the disability, death, retirement, authorized leave of absence or other change in the employment or other status of a Participant and the extent to which, and the period during which, the Participant, the Participant’s legal representative, conservator, guardian or Designated Beneficiary may exercise rights under the Award; provided that a termination of employment with respect to unvested Awards shall be deemed to occur for a Participant employed by, or performing services for, a subsidiary when such subsidiary ceases to be a subsidiary unless such Participant’s employment or service continues with the Company or another subsidiary. With respect to any Award subject to Section 409A of the Code (and not exempt therefrom), a termination of service occurs when a Participant experiences a “separation from service” (as such term is defined under Section 409A of the Code).

(e)Withholding. Each Participant shall pay to the Company or make provision satisfactory to the Compensation Committee for payment of, any taxes required by law to be withheld in connection with Awards to such Participant no later than the date of the event creating the tax liability. Except as the Compensation Committee may otherwise provide in an Award, when the Common Stock is registered under the Exchange Act, Participants may satisfy such tax obligations in whole or in part by delivery of shares of Common Stock, including shares retained from the Award creating the tax obligation, valued at their Fair Market Value; provided, however, that the total tax withholding where stock is being used to satisfy such tax obligations cannot exceed the rate of withholding that will not cause adverse accounting consequences for the Company and is permitted under applicable withholding rules promulgated by the Internal Revenue Service or another applicable governmental entity. The Company may, to the extent permitted by law, deduct any such tax obligations from any payment of any kind otherwise due to a Participant.

Appendix B - 2025 Stock Incentive Plan155

(f)Amendment of Award. Subject to any applicable law or government regulation and to the rules of the applicable stock market or exchange, the Compensation Committee may amend, adjust, modify or terminate any outstanding Award, including but not limited to, substituting therefore another Award of the same or a different type, changing the date of exercise or realization, and converting an ISO to a Nonstatutory Stock Option, provided that the Participant’s consent to such action shall be required unless the Compensation Committee determines that the action, taking into account any related action, would not materially and adversely affect the Participant, and would not cause adverse tax consequences to the Participant under Section 409A of the Code.

(g)Conditions on Delivery of Stock. The Company will not be obligated to deliver any shares of Common Stock pursuant to the Plan or to remove restrictions from shares previously delivered under the Plan until (i) all conditions of the Award have been met or removed to the satisfaction of the Company, (ii) in the opinion of the Company’s counsel, all other legal matters in connection with the issuance and delivery of such shares have been satisfied, including any applicable securities laws and any applicable stock exchange or stock market rules and regulations, and (iii) the Participant has executed and delivered to the Company such representations or agreements as the Company may consider appropriate to satisfy the requirements of any applicable laws, rules or regulations.

(h)Minimum Vesting of Awards. Notwithstanding any other provision of the Plan to the contrary, Awards granted under the Plan (other than cash-based awards) shall vest no earlier than the first anniversary of the date on which the Award is granted; provided, that the following Awards shall not be subject to the foregoing minimum vesting requirement: any (i) Substitute Awards, (ii) shares of Common Stock delivered in lieu of fully vested cash obligations, (iii) Awards to non-employee directors that vest on earlier of the one-year anniversary of the date of grant and the next annual meeting of stockholders which is at least 50 weeks after the immediately preceding year’s annual meeting, and (iv) any additional Awards the Compensation Committee may grant, up to a maximum of five percent (5%) of the available share reserve authorized for issuance under the Plan pursuant to Section 4(a); and, provided, further, that the foregoing restriction does not apply to the Compensation Committee’s discretion to provide for accelerated exercisability or vesting of any Award, including in cases of retirement, death, disability or a Change in Control, in the terms of the Award agreement or otherwise.

(i)No Repricing of Awards. The Compensation Committee may not without the approval of the stockholders of the Company, (i) reduce the exercise price of any previously granted Option or SAR, (ii) cancel any previously granted Option or SAR in exchange for another Option or SAR with a lower exercise price, or (iii) cancel any previously granted Option or SAR in exchange for cash or another Award if the exercise price of such Option or SAR exceeds the Fair Market Value of a share of Common Stock on the date of such cancellation, in each case, other than in connection with a Change in Control or the adjustment provisions set forth in Section 8.

(j)Change in Control. The following provisions will apply to Awards in the event of a Change in Control (as hereinafter defined) unless otherwise provided in an Award agreement, in any other written agreement between the Company or any affiliate and the Participant, in any director compensation policy of the Company or unless otherwise expressly provided by the Compensation Committee at the time of grant of an Award:

(i)In the event that the Company, the surviving corporation or acquiring corporation (or the surviving or acquiring corporation's parent company) assumes or continues any Awards that are outstanding under the Plan immediately prior to the Change in Control or substitutes similar awards for such Awards (including but not limited to, awards to acquire the same consideration paid to stockholders of the Company pursuant to the Change in Control), and any repurchase rights held by the Company in respect of Common Stock issued pursuant to such Awards remain in effect or are assigned by the Company to the surviving corporation or acquiring corporation (or the surviving or acquiring corporation's parent company) in connection with such Change in Control, in each case, with appropriate adjustments as to the number and kinds of shares and, if applicable, exercise price and performance conditions, in each case, that the Compensation Committee determines prior to the Change in Control will equitably preserve the material terms and conditions of such Awards as in effect immediately prior to the Change in Control (including, without limitation, with respect to the vesting schedules, the intrinsic value of the awards (if any) as of the Change in Control, difficulty of achieving performance conditions (if applicable) and transferability of the shares underlying such Awards), then such Awards shall remain outstanding and continue to vest in accordance with their terms following the Change in Control, subject to the terms of the applicable Award agreement.

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(ii)In the event that the Company, the surviving corporation or acquiring corporation (or the surviving or acquiring corporation's parent company) does not assume or continue such outstanding Awards or substitute similar awards for such outstanding Awards in accordance with subsection (i), then with respect to Awards that have not been assumed, continued or substituted, the vesting of such Awards (and, with respect to Options and SARs, the time when such Awards may be exercised) will be accelerated in full as of immediately prior to the effective time of such Change in Control (contingent upon the effectiveness of the Change in Control). With respect to the vesting of Awards that will accelerate upon the occurrence of a Change in Control pursuant to this subsection (ii) and are settled in the form of cash or property, such cash or property will be paid no later than 30 days following the occurrence of the Change in Control or such later date as required to comply with Section 409A.

For purposes of the foregoing, a “Change in Control” shall be deemed to have occurred if any of the events set forth in any one of the following clauses shall occur: (A) any Person (as defined in section 3(a)(9) of the Exchange Act, and as such term is modified in sections 13(d) and 14(d) of the Exchange Act), excluding a group of persons including the Participant, is or becomes the “beneficial owner” (as defined in Rule 13(d)(3) under the Exchange Act), directly or indirectly, of securities representing forty percent or more of the combined voting power of the Company’s then outstanding securities; (B) individuals who, as of the effective date of the Plan, constitute the Board of Directors of the Company (the “Incumbent Board”), cease for any reason to constitute a majority thereof (provided, however, that an individual becoming a director subsequent to the effective date of the Plan whose election, or nomination for election by the Company’s stockholders, was approved by at least a majority of the directors then comprising the Incumbent Board shall be included within the definition of Incumbent Board, but excluding, for this purpose, any such individual whose initial assumption of office occurs as a result of either an actual election contest (or such terms used in Rule 14a-11 of Regulation 14A promulgated under the Exchange Act) or other actual or threatened solicitation of proxies or consents by or on behalf of a person other than the Board of Directors of the Company); (C) consummation of a merger or consolidation of the Company with any other corporation, other than a merger or consolidation which would result in the voting securities of the Company outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into voting securities of the surviving entity) at least fifty percent of the combined voting power of the voting securities of the Company or such surviving entity outstanding immediately after such merger or consolidation or (D) a single transaction or series of related transactions in which the Company, directly or indirectly, sells or otherwise disposes of all or substantially all of its consolidated assets to another Person, other than one of its affiliates. Notwithstanding the foregoing, solely for the purpose of determining the timing of any payments pursuant to any Award constituting a “deferral of compensation” subject to Section 409A of the Code, a Change in Control shall be limited to a “change in the ownership” of the Company, a “change in the effective control” of the Company, or a “change in the ownership of a substantial portion of the assets” of the Company as such terms are defined in Section 1.409A-3(i)(5) of the U.S. Treasury Regulations.

(k)Treatment of Dividends and Dividend Equivalents on Unvested Awards. Notwithstanding any other provision of the Plan to the contrary, with respect to any Award that provides for or includes a right to dividends or dividend equivalents, if dividends are declared during the period that an equity Award is outstanding, such dividends (or dividend equivalents) shall either (i) not be paid or credited with respect to such Award or (ii) be accumulated but remain subject to vesting requirement(s) to the same extent as the applicable Award and shall only be paid at the time or times such vesting requirement(s) are satisfied. In no event shall dividends or dividend equivalents be paid with respect to Options or Stock Appreciation Rights.

(l)Cancellation or “Clawback” of Awards. The Compensation Committee may specify in an Award agreement that a Participant’s rights, payments and benefits with respect to an Award shall be subject to reduction, cancellation, forfeiture or recoupment upon the occurrence of certain specified events, in addition to any otherwise applicable vesting or performance conditions of an Award. Such events may include a termination of service with or without Cause (and, in the case of any Cause that is resulting from an indictment or other non-final determination, the Compensation Committee may provide for such Award to be held in escrow or abeyance until a final resolution of the matters related to such event occurs, at which time the Award shall either be reduced, cancelled or forfeited (as provided in such Award agreement) or remain in effect, depending on the outcome), violation of material policies, breach of non-competition, non-solicitation, confidentiality or other restrictive covenants, or requirements to comply with minimum share ownership requirements, that may apply to the Participant, or other conduct by the Participant that is detrimental to the business or reputation of the Company and/or its affiliates. The Compensation

Appendix B - 2025 Stock Incentive Plan157

Committee shall have full authority to implement any policies and procedures necessary to comply with Section 10D of the Exchange Act and any rules promulgated thereunder and any other regulatory regimes. Notwithstanding anything to the contrary contained herein, any Awards other than RSUs granted under the Plan (including any amounts or benefits arising from such Awards) shall be subject to the Centene Corporation Clawback policy, as well as any clawback or recoupment arrangements or policies the Company has in place from time to time, and the Compensation Committee may, to the extent permitted by applicable law and stock exchange rules or by any applicable Company policy or arrangement, and shall, to the extent required, cancel or require reimbursement of any Awards granted to the Participant or any shares issued or cash received upon vesting, exercise or settlement of any such Awards or sale of shares underlying such Awards.

For purposes of the foregoing, “Cause” shall mean acts or omissions that the Company determines, after affording the Participant an opportunity to be heard, (i) are criminal, dishonest or fraudulent or constitute misconduct that reflects negatively on the reputation of the Company (including any parent, subsidiary, affiliate or division of the Company); (ii) could expose the Company or any parent, subsidiary, affiliate or division of the Company to claims of illegal harassment or discrimination in employment; (iii) are material breaches of any agreement entered into by the Participant and the Company, its subsidiaries or affiliates; or (iv) reflect continued and repeated failure to (A) perform substantially the duties of his/her employment (other than any such failure resulting from the Participant’s physical or mental impairment or incapacity) or (B) to comply with any material written policy of the Company.

  1. Miscellaneous

(a)No Right To Employment or Other Status. No person shall have any claim or right to be granted an Award, and the grant of an Award shall not be construed as giving a Participant the right to continued employment or any other relationship with the Company. The Company expressly reserves the right at any time to dismiss or otherwise terminate its relationship with a Participant free from any liability or claim under the Plan, except as expressly provided in the applicable Award.

(b)No Rights As Stockholder. Subject to the provisions of the applicable Award, no Participant or Designated Beneficiary shall have any rights as a stockholder with respect to any shares of Common Stock to be distributed with respect to an Award until becoming the record holder of such shares. Notwithstanding the foregoing, in the event the Company effects a split of the Common Stock by means of a stock dividend and the exercise price of and the number of shares subject to such Option are adjusted as of the date of the distribution of the dividend (rather than as of the record date for such dividend), then an optionee who exercises an Option between the record date and the distribution date for such stock dividend shall be entitled to receive, on the distribution date, the stock dividend with respect to the shares of Common Stock acquired upon such Option exercise, notwithstanding the fact that such shares were not outstanding as of the close of business on the record date for such stock dividend.

(c)Effective Date and Term of Plan. The Plan shall become effective on the date on which it is adopted by the Compensation Committee and approved by the stockholders of the Company. No Awards shall be granted under the Plan after the earliest to occur of (i) the 10-year anniversary of the date on which the Plan is adopted by the Board and approved by the stockholders of the Company, (ii) the maximum number of shares available for issuance under the Plan have been issued or (iii) the Board terminates the Plan.

(d)Amendment of Plan. The Compensation Committee may amend, suspend or terminate the Plan or any portion thereof at any time, provided that (i) any “material revision” to the Plan (as defined in the New York Stock Exchange Listed Company Manual) must be approved by the Company’s stockholders prior to such revision becoming effective and (ii) the terms of any ISO granted under the Plan shall comply in all respects with the provisions of Section 422 of the Code.

(e)Section 409A of the Code. With respect to Awards subject to Section 409A of the Code, the Plan is intended to comply with the requirements of Section 409A of the Code, and the provisions of the Plan and any Award agreement shall be interpreted in a manner that satisfies the requirements of Section 409A of the Code, and the Plan shall be operated accordingly. If any provision of the Plan or any term or condition of any Award would otherwise frustrate or conflict with this intent, the provision, term or condition shall be interpreted and deemed amended so as to avoid this conflict. Notwithstanding anything in the Plan to the contrary, if the Board considers a Participant to be a “specified employee” under Section 409A of the Code at the time of such Participant’s “separation from service” (as defined in Section 409A of the Code), and any amount hereunder is “deferred compensation” subject to Section 409A of the Code, any distribution of such amount

158Appendix B - 2025 Stock Incentive Plan

that otherwise would be made to such Participant with respect to an Award as a result of such “separation from service” shall not be made until the date that is six months after such “separation from service,” except to the extent that earlier distribution would not result in such Participant’s incurring interest or additional tax under Section 409A of the Code. If an Award includes a “series of installment payments” (within the meaning of Section 1.409A-2(b)(2)(iii) of the Treasury Regulations), a Participant’s right to such series of installment payments shall be treated as a right to a series of separate payments and not as a right to a single payment, and if an Award includes “dividend equivalents” (within the meaning of Section 1.409A-3(e) of the Treasury Regulations), a Participant’s right to such dividend equivalents shall be treated separately from the right to other amounts under the Award. Notwithstanding the foregoing, the tax treatment of the benefits provided under the Plan or any Award agreement is not warranted or guaranteed, and in no event shall the Company be liable for all or any portion of any taxes, penalties, interest or other expenses that may be incurred by a Participant on account of non-compliance with Section 409A of the Code.

(f)Governing Law. The provisions of the Plan and all Awards made hereunder shall be governed by and interpreted in accordance with the laws of the State of Delaware, without regard to any applicable conflicts of law.

(g)Data Protection. In connection with the Plan, the Company may need to process personal data provided by the Participant to the Company or its affiliates, third party service providers or others acting on the Company’s behalf. Examples of such personal data may include, without limitation, the Participant’s name, account information, social security number, tax number and contact information. The Company may process such personal data in its legitimate business interests for all purposes relating to the operation and performance of the Plan, including but not limited to:

(i)administering and maintaining Participant records;

(ii)providing the services described in the Plan;

(iii)providing information to future purchasers or merger partners of the Company, a subsidiary, and/or affiliate of the Company, or the business in which such Participant works; and

(iv)responding to public authorities, court orders and legal investigations, as applicable.

The Company may share the Participant’s personal data with (i) subsidiaries or affiliates, (ii) trustees of any employee benefit trust, (iii) registrars, (iv) brokers, (v) third party administrators of the Plan, (vi) third party service providers acting on the Company’s behalf to provide the services described above or (vii) regulators and others, as required by law.

If necessary, the Company may transfer the Participant’s personal data to any of the parties mentioned above in a country or territory that may not provide the same protection for the information as the Participant’s home country. Any transfer of the Participant’s personal data to recipients in a third country will be made subject to appropriate safeguards or applicable derogations provided for under applicable law.

Signature [PLEASE SIGN WITHIN BOX] Date Signature (Joint Owners) Date TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS: KEEP THIS PORTION FOR YOUR RECORDS DETACH AND RETURN THIS PORTION ONLYTHIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED. V64361-P22327 For Against Abstain For Against Abstain ! !! ! !! ! !! ! !! ! !! ! !! ! !! ! !! ! !! ! !! ! !! ! !! ! !! ! !! Nominees: 1. ELECTION OF DIRECTORS Please sign exactly as your name(s) appear(s) hereon. When signing as attorney, executor, administrator, or other fiduciary, please give full title as such. Joint owners should each sign personally. All holders must sign. If a corporation or partnership, please sign in full corporate or partnership name by authorized officer. The Board of Directors recommends you vote FOR the following: CENTENE CORPORATION 2. ADVISORY VOTE TO APPROVE EXECUTIVE COMPENSATION. 3. RATIFICATION OF APPOINTMENT OF KPMG LLP AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE YEAR ENDING DECEMBER 31, 2025. 5. STOCKHOLDER PROPOSAL TO DISCLOSE PLAN TO REDUCE TOTAL CONTRIBUTION TO CLIMATE CHANGE. The Board of Directors recommends you vote FOR proposal 2: The Board of Directors recommends you vote AGAINST proposal 5: NOTE: Such other business as may properly come before the meeting or any adjournment thereof. 1a. Jessica L. Blume 1b. Kenneth A. Burdick 1c. Christopher J. Coughlin 1d. H. James Dallas 1e. Wayne S. DeVeydt 1f. Frederick H. Eppinger 1g. Monte E. Ford 1h. Thomas R. Greco 1i. Sarah M. London 1j. Theodore R. Samuels 1k. Kenneth Y. Tanji The Board of Directors recommends you vote FOR proposal 3: 6. STOCKHOLDER PROPOSAL FOR REPORT ON CLIMATE RISK TO RETIREMENT INVESTMENTS. The Board of Directors recommends you vote AGAINST proposal 6: 4. APPROVAL OF THE 2025 STOCK INCENTIVE PLAN. The Board of Directors recommends you vote FOR proposal 4: ! !! For Against Abstain For Against Abstain For Against Abstain For Against Abstain ! !! SCAN TO VIEW MATERIALS & VOTEw VOTE BY INTERNET - www.ProxyVote.com or scan the QR Barcode above Use the internet to transmit your voting instructions and for electronic delivery of information up until 11:59 PM Eastern Time on May 12, 2025. Have your proxy card in hand when you access the website and follow the instructions to obtain your records and to create an electronic voting instruction form. ELECTRONIC DELIVERY OF FUTURE PROXY MATERIALS If you would like to reduce the costs incurred by our company in mailing proxy materials, you can consent to receiving all future proxy statements, proxy cards and annual reports electronically via e-mail or the internet. To sign up for electronic delivery, please follow the instructions above to vote using the internet and, when prompted, indicate that you agree to receive or access proxy materials electronically in future years. VOTE BY PHONE - 1-800-690-6903 Use any touch-tone telephone to transmit your voting instructions up until 11:59 PM Eastern Time on May 12, 2025. Have your proxy card in hand when you call and then follow the instructions. VOTE BY MAIL Mark, sign and date your proxy card and return it in the postage-paid envelope we have provided or return it to Vote Processing, c/o Broadridge, 51 Mercedes Way, Edgewood, NY 11717. STOCKHOLDER MEETING REGISTRATION Stockholders or their legal proxy holders who wish to attend the meeting must register by 11:59 AM Eastern Time on May 9, 2025 to attend. To register to attend the meeting, go to "Register for Meeting" at www.proxyvote.com. Please refer to the proxy statement for additional information regarding admission procedures. CENTENE CORPORATION C/O BROADRIDGE P.O. BOX 1342 BRENTWOOD, NY 11717

V64362-P22327 Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting: The Notice and Proxy Statement and 2024 Annual Report on Form 10-K are available at www.ProxyVote.com. CENTENE CORPORATION ANNUAL MEETING OF STOCKHOLDERS, MAY 13, 2025 THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS The undersigned hereby appoints Sarah M. London and Christopher A. Koster and each of them, with full power of substitution, Proxies of the undersigned to vote all shares of Common Stock of Centene Corporation, standing in the name of the undersigned or with respect to which the undersigned is entitled to vote, at the Annual Meeting of Stockholders of Centene Corporation, to be held at 7700 Forsyth Boulevard, St. Louis, Missouri 63105, on Tuesday, May 13, 2025, at 10:00 AM Central Time, and at any adjournments thereof. If more than one of the above named Proxies shall be present in person or by substitution at such meeting or at an adjournment thereof, then both of said Proxies shall exercise all of the powers hereby given. The undersigned hereby revokes any proxy heretofore given to vote at such meeting. This proxy when properly executed will be voted in the manner directed herein by the undersigned. If no direction is made, this proxy will be voted "FOR" all the named nominees for director, "FOR" Proposals 2, 3 and 4, and "AGAINST" Proposals 5 and 6, and in the discretion of the named Proxies upon such other business as may properly come before the meeting and any adjournment thereof. PLEASE MARK, SIGN, DATE AND RETURN THE PROXY CARD PROMPTLY USING THE ENCLOSED POSTAGE-PAID ENVELOPE. Continued and to be signed on reverse side

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