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CENTENE CORP

For the period ended May 12, 2026. Filed Mar 26, 2026.

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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 12, 2026 · Filed Mar 26, 2026

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

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934 (Amendment No. )

Filed by the Registrantx

Filed by a Party other than the Registranto

Check the appropriate box:

oPreliminary Proxy Statement
oConfidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
xDefinitive Proxy Statement
oDefinitive Additional Materials
oSoliciting Material Under §240.14a-12

CENTENE CORPORATION

(Name of Registrant as Specified In Its Charter)

Payment of Filing Fee (Check all boxes that apply):

xNo fee required.
oFee paid previously with preliminary materials.
oFee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11.
Letter to Stockholders3

Letter to Stockholders

From Our Chief Executive Officer and Our Chairman of the Board

March 26, 2026

Dear Stockholders:

The past year marked a period of significant change for Centene — change that, while challenging, sharpened our focus and clarified our path forward. The scale and velocity of transformation across the U.S. healthcare system in 2025 shaped our financial performance and reinforced the importance of disciplined execution and operational agility as we pursue the creation of long-term shareholder value.

During 2025, we faced material disruption across multiple parts of our business, including volatility in Medicaid trends and a meaningful shift in the Marketplace risk pool. We were disappointed to lower our financial outlook last July amid a seismic shift in morbidity within the broader population served by Marketplace products. These dynamics tested our assumptions and our execution, and our financial results reflected those pressures.

What matters most, however, is how we responded.

We closed 2025 with full-year adjusted diluted earnings per share (EPS) of$2.08 — modest compared to our outlook at the start of the year — though improved execution in the fourth quarter put us slightly ahead of the expectations we provided to investors in October.

When it became clear that certain programs no longer met our risk and return thresholds, we made difficult but necessary decisions to protect the long-term health of the enterprise. We acted decisively, communicated transparently, and prioritized disciplined execution over short-term growth. In doing so, we reinforced a core principle of this organization: we do what is right, not what is easy.

As we move forward, Centene is a more focused company with a clearer strategic foundation. Our core businesses —Medicaid, Medicare Advantage, and the Health Insurance Marketplace — remain strong, differentiated platforms serving complex, high-need populations and facilitating access to healthcare for millions of Americans. We are applying the lessons of the past year to evolve how we operate these businesses, with greater rigor in pricing, risk management, and operational execution. We see significant embedded earnings power across the enterprise, and we are focused on restoring and sustaining it over time.

Several priorities define this evolution.

First, we are strengthening strategic agility. The healthcare landscape continues to change rapidly, and success requires the ability to adapt early and act with conviction. We are embedding more dynamic feedback loops into how we assess program performance, regulatory change, and market risk. For 2026, we updated our Marketplace go-to-market strategy to better accommodate a higher-morbidity population while positioning the company to improve profitability.

Second, we are deepening operational focus. Across the enterprise, teams are simplifying processes, tightening controls, and driving consistency at scale. These efforts are improving visibility, accountability, and performance — particularly in areas that directly impact medical cost management, member experience, and clinical outcomes. Since 2023, we have delivered double-digit improvements in blood pressure and diabetes control across Medicaid, Medicare, and Marketplace, along with meaningful gains in maternal and child health, including increased timeliness of prenatal care and postpartum visits. We are also strengthening service quality through disciplined execution and technology-enabled oversight: in 2025,93.3% of 2.9 million post-call survey respondents reported satisfaction and 94.5% reported full resolution.

4Letter to Stockholders

Third, we are continuing to invest in modernization. Technology, data, and analytics are essential enablers of our strategy — from more precise underwriting and care management to better tools for our frontline teams. These investments are deliberate and targeted, designed to strengthen core capabilities rather than add complexity. We are also deploying advanced analytics to more quickly detect and prevent fraud, waste, and abuse. For example, using a combination of data analytics and traditional investigative techniques, we identified suspicious billing patterns among laboratories in one state and took action — preventing more than$38 million in likely fraudulent payments.

Underlying all of this work is our culture. Even during an extraordinarily difficult year, our colleagues demonstrated resilience, integrity, and unwavering commitment to our mission. The strength of One CenTeam is not an abstraction — it shows up in how challenges are surfaced, how decisions are made, and how we serve members and partners every day.

Looking ahead to 2026, we expect improving fundamentals across the portfolio, including Medicaid margin stabilization, meaningful recovery in Marketplace margins, and continued progress toward breakeven in Medicare Advantage. As we enter 2026, we are positioned to deliver meaningful margin expansion and renewed adjusted diluted EPS growth. We expect full-year 2026 adjusted diluted EPS to exceed$3.001, representing more than 40% year-over-year growth, an important step toward restoring the enterprise’s embedded earnings power. With a more disciplined operating model and a sharpened strategic lens, we believe Centene is positioned to rebuild earnings power and deliver sustainable shareholder value over time.

We are grateful for your continued support and engagement as we execute this next chapter. Our mission — to transform the health of the communities we serve, one person at a time — remains our north star, and we are confident in our ability to fulfill it while creating long-term value for our shareholders.

Sincerely,

Sarah M. LondonChief Executive Officer

Frederick H. EppingerChairman of the Board of Directors

1 Please refer to the press release filed as Exhibit 99.1 to the Form 8-K on February 6, 2026, for a reconciliation of GAAP diluted EPS to adjusted diluted EPS.

Notice of 2026 Annual Meeting of Stockholders5

Notice of 2026 Annual Meeting of Stockholders

Time and DatePlaceRecord Date
10:00 AM, Central Time, on Tuesday, May 12, 2026Centene Plaza7700 Forsyth BoulevardSt. Louis, Missouri 63105Centene AuditoriumStockholders as ofMarch 13, 2026, areentitled to vote
Voting Items ProposalBoard Vote RecommendationFor Further Details
(1) To elect nine directors to hold office until the 2027 Annual Meeting of Stockholders or until their successors are duly elected and qualified;FOR each director nomineePage 23
(2) To cast a non-binding advisory vote on the compensation of the Company's Named Executive Officers;FORPage 64
(3) To ratify the appointment of KPMG LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2026;FORPage 109
(4) Stockholder proposalAGAINSTPage 115

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 8, 2026. For complete instructions for preregistering, see page 121 of this proxy statement.

On or about March 26, 2026, we mailed to our stockholders either 1) a copy of our proxy statement, a proxy card and 2025 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

Secretary and General CounselSt. Louis, Missouri
March 26, 2026
How to Vote
Internet: www.ProxyVote.comMailQR Code
Telephone: 1-800-690-6903Mark, sign, date and promptly mail the enclosed proxy card in the postage-paid envelopeScan this QR code to vote with your mobile device

Important Notice Regarding the Availability of Proxy Materials for the 2026 Annual Meeting of Stockholders to be held on

May 12, 2026: The accompanying proxy statement and the 2025 Annual Report on Form 10-K are available at

www.ProxyVote.com.

6Table of Contents
Letter to Stockholders3
Notice of 2026 Annual Meeting of Stockholders5
Who We Are7
Company Overview8
2025 Financial and Business Highlights8
Execution of Strategy9
Our Competitive Strengths10
Corporate Sustainability11
Proxy Summary14
Board Information14
2025 Stockholder Engagement and Response17
Governance Highlights18
Executive Compensation Overview19
Compensation Best Practices21
Board and Governance Matters23
Proposal 1 - Election of Directors23
Board Overview24
2026 Director Nominees28
Independence of Directors38
Director Nomination Process39
Stockholder Recommendations of Director Candidates39
Corporate Governance40
Corporate Governance Guidelines40
Proxy Access41
Board and Committee Structure42
Director Engagement48
Board Oversight of Risk Management50
Stockholder Engagement56
Other Governance Policies and Practices59
Related Party Transactions59
Compensation of Directors60
Executive Officers63
Proposal 2 - Advisory Resolution to Approve Executive Compensation64
Executive Compensation65
Compensation Discussion and Analysis65
Compensation and Talent Committee Report94
Executive Compensation Tables95
Pay Versus Performance105
CEO to Median Employee Pay Ratio Information108
Proposal 3 - Ratification of Appointment of Independent Registered Public Accounting Firm109
Proposal 4 - Stockholder Proposal115
Security Ownership of Certain Beneficial Owners and Management118
Five Percent Beneficial Owners of Common Stock118
Delinquent Section 16(a) Reports119
Equity Compensation Plan Information120
Commonly Asked Questions and Answers About the Annual Meeting121
Other Matters126
Committee Reports126
Proxy Solicitation Costs126
Stockholder Proposals and Director Nominations126
Multiple Stockholders Having the Same Address127
Requests for Additional Information127
Forward-Looking Statements128
Appendix A - Reconciliation of Non-GAAP Measures130
ContentsView on SEC.gov

The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.