CENTENE CORP

2025 Executive Compensation Program

The 2025 compensation plan design and metrics were developed by management and the Compensation and Talent Committee in early 2025. They reflect our compensation philosophy and modernized incentive design. Based on the positive feedback received from stockholders regarding our current compensation practices, we made limited changes to our existing compensation program during 2025.

The following is an overview of our 2025 executive compensation program.

Base Salary

In February 2025, the Compensation and Talent Committee evaluated the 2025 base salaries of our NEOs and took into account the Company's 2025 projected revenue of approximately $168 billion. Our NEOs' base salaries were compared to competitive market data and the Compensation and Talent Committee makes salary adjustments to address market data, individual contributions, intentional compensation glide paths and role scope increases. In general, executives do not receive base pay increases every year unless they are on an intentional compensation glide path and/or trailing the market median. Executives are often placed on an intentional compensation glide path early in the tenure of their role.

The NEOs are paid competitive base salaries as determined by the evaluation of the market value for each specific job. Since Centene is a pay-for-performance company, in 2025, only 7% of the CEO's total target compensation was comprised of base salary and, on average, 13% of all other NEOs' target compensation was comprised of base salary.

While reviewing market data to determine appropriate annual base salaries, the Compensation and Talent Committee also considers:

•the CEO's compensation recommendations for all other NEOs;

•the scope of responsibility, experience, time in position and individual performance of each executive, including the CEO;

•each executive's leadership performance and potential to enhance long-term stockholder value; and

•internal benchmarking.

Based on the Compensation Committee's review of current market data and evaluation of responsibilities and performance, adjustments were made to NEO's base salaries for 2025. Ms. London, Mr. Asher and Mr. Koster had not received base salary increases since 2022. Ms. London and Mr. Asher's new base salaries also reflect the increased scope and responsibilities of their roles following the retirement of our former President. Additionally, Ms. McNally's salary adjustment reflects her intentional glide path into her role and moves her closer to the 50th percentile relative to peer group compensation.

Annual Cash Incentive Plan

The Compensation and Talent Committee rewards NEOs with an annual cash incentive award if the Company achieves its annual cash incentive objectives. The cash incentive payout is based on multiple metrics which were evaluated by the Compensation and Talent Committee to determine the award earned for 2025. Based on a review of market data, the Compensation and Talent Committee approved an annual cash incentive plan target opportunity in 2025 as follows:

2025 Annual Cash Incentive Metrics

In 2025, the Compensation and Talent Committee made minor updates to the annual cash incentive design and structure based on positive feedback from stockholders on the Company's existing approach. The Compensation and Talent Committee discussed and evaluated feedback from stockholders, considered peer practice and compensation trends, and considered Company-specific factors.

Based on this assessment, the Compensation and Talent Committee incorporated organic premium and service revenue into the annual cash incentive reflecting a philosophy that revenue growth is critical for profitable growth and adjusted the weighting of other metrics, reflecting an overall shift to more formulaic metrics.

Annual Cash Incentive Plan Measures

Below is a summary of our performance of the Annual Cash Incentive Plan measures, which resulted in a total payout of 71.6%.

Achievement of Adjusted Diluted EPS Objective

The Adjusted Diluted EPS objective is established during our annual operating planning process. Our annual cash incentive plan is developed each year based on a pay-for-performance approach with rigorous performance metrics that the Compensation and Talent Committee believes are challenging but attainable for our short-term and long-term incentive programs. In addition, the performance metrics align closely with our business environment and incorporate initiatives and investments during the year that will extend beyond near-term benefits and will support favorable longer-term impact on our business.

While the Company continues to execute on a rigorous growth strategy, the Compensation and Talent Committee continues to set metrics that reflect a continued focus on increased profitability. As illustrated below, based upon the approved Adjusted Diluted EPS metrics, the Compensation and Talent Committee had increased these profitability targets for 2025. The Compensation and Talent Committee included a target range to incorporate more rigor to the goal and limited upside until significant outperformance of our stated earnings guidance threshold. The Company reported Adjusted Diluted EPS for 2025 of $2.08, resulting in an achievement of 0%.

Organic Premium and Service Revenue Growth

The revenue objective is established during our annual operating planning process. The committee considered several design and metrics options landing on revenue growth, as defined as our GAAP premium & service revenue, due to a collective belief that the key to margin growth starts with revenue growth. Based on the evaluation of these key milestones, the Compensation and Talent Committee assigned a 200%achievement level for this metric.

Quality & Strategic Goals

For 2025, the Compensation and Talent Committee used a balanced scorecard approach for a number of quantitative and qualitative quality and strategic goals. The goals are established at the beginning of the fiscal year; the target payout levels were designed to be challenging but achievable, while payouts at the maximum levels were designed to be stretch goals. The evaluation of our goals involved a review of the performance of quality and two strategic goals with critical initiatives to execute in 2025. The blended performance of all enterprise unit goals was 158%.

Quality

Our quality scores in 2025 reflect steady progress and measurable improvement across all three lines of our core business amid a tightening environment as state agencies continue to prioritize quality in healthcare delivery. Performance in the Medicare Star Ratings program notably climbed again. 60% of our members were in plans with a 3.5 Star rating or higher, and 20% of those members were in 4-Star plans resulting in significant future revenue growth. An impressive 97% of our Medicaid plans were rated at 3-stars or higher by the National Committee for Quality Assurance, far surpassing our target goal. While not directly tied to our 2025 annual cash incentive plan, we hit a major quality milestone with 93% of eligible Ambetter plans achieving a Quality Rating System (QRS) rating of 3-stars or higher for the most recent measurement year, surpassing our targets. Ambetter's overall parent score for the most recent measurement year was 3.14, up from 2.97.

Profitable Growth

Our profitable growth objectives were intentionally aligned to core drivers, strategic pillars, and foundational elements that support and underpin sustained growth and long‑term value creation. Our profitable growth goals in 2025 were focused on successful reprocurement results, the extension of the enhanced Advance Premium Tax Credits (eAPTCs) and/or execution of mitigation efforts in preparation for the expiration and potential non-renewal of the credits, the implementation of a duals operating model, and the implementation of an employee individual coverage health reimbursement arrangement (ICHRA) benefit.

We were successful winning new contracts and/or securing reprocurements in Nevada, Illinois and Pennsylvania. Additionally, strong trust with our state partners provided the opportunity for the absorption of membership in Oregon and Indiana due to payor exits. We were unsuccessful in our Florida Children's Medical Services (Florida CMS) reprocurement due to our intentional pricing which put us below competitors. Our thoughtful bid pricing reflected our commitment to profitable growth.

We thoughtfully priced our products for the 2026 open enrollment period knowing the eAPTCs were expiring and extension was unknown. We advocated for the extension of the eAPTCs; although not successful, we continue to engage with members as well as with our legislators on the importance of the eAPTCs, which many Americans relied on to make their healthcare more affordable and accessible.

During 2025, we prepared for an implementation of a new Duals Operating Model intended to make navigating care and benefits easier for our dual eligible population. The model went live effective January 1, 2026 in eight states with no access to care issues. The successful implementation demonstrates the strength of readiness efforts and cross-function coordination of our teams and allows for expansion to additional markets.

We successfully launched an employee ICHRA benefit in the state of Indiana, resulting in significant interest in the product. Approximately 600 Centene employees enrolled in an individual plan with most employees choosing a Gold or Platinum plan, and the ICHRA subsidy covering all or most of the employee's premiums. These employees are now active in their individual insurance coverage. We believe this will be a model for other large organizations to explore the product for employee cohorts and sets the stage for ICHRA expansion.

Talent and Culture

Our talent and culture goals centered on the deployment of a new engagement monitoring tool, improvement in culture survey results, and the development of succession plans for the top 30 critical roles in the organization.

For Centene, culture is how our values come to life in the way we work, lead, and collaborate. Our annual Culture Survey results measure our progress and shape our culture journey going forward. In 2025, we had over 35,000 employees participate in the survey and demonstrated improvement in all 23 measures. Additionally, we deployed a new engagement monitoring tool, Centene Voice, to gather feedback throughout the year from our employees. AI capabilities allowed us to analyze thousands of responses, giving leaders timely, relevant insights. Nearly 90% of our employees participated in at least one survey. Overall engagement rose, closing out the year at industry-leading scores across management support, recognition, and growth.

Finally, in an effort to build leadership from within and ensure the long-term success and stability of our organization, we delivered succession plans for the top 30 critical roles and an additional 30 key talent roles within the organization, far surpassing our goal. Cross-functional teams were formed to support the activation of development plans and shareable talent was discussed to support forward-looking opportunities. In 2025, 43% of our VP+ openings were filled by internal talent.

Evaluation of Individual Performance

The Compensation and Talent Committee assessed how each NEO contributed to achieving the Company's Adjusted Diluted EPS, revenue objectives, and quality and strategic goals established at the beginning of the year. Based on their assessment of each NEO’s contributions toward our strategic goals, and aligned our One CenTeam culture, no individual performance adjustments were made for 2025.

The Compensation and Talent Committee approved the following annual cash incentive awards:

Long-Term Incentive Awards

2025 Annual Long-Term Incentives

In 2025, as a result of positive feedback from our stockholders and a desire for stability, we only made minor changes to our long-term incentive design and metrics. The 2025 awards were granted in March and consisted of the following:

•Performance-based Restricted Stock Units (PSUs) (60% of shares granted) - The metrics for the 2025-2027 performance period are three-year average adjusted pre-tax earnings margin (50% weight), breakeven 2027 Medicare adjusted pre-tax earnings margin (25% weight) and three-year TSR relative to our peers (25% weight). Threshold, target and maximum metric achievement will result in 50%, 100% or 200% attainment of each metric, respectively. The threshold, target and maximum level of achievement for the relative TSR metric is set to the 25th percentile, 55th percentile and 80th percentile, respectively. If the Company's relative TSR for the performance period is negative, then the payout for this component will not exceed 100% of target. If earned, PSUs will vest in March 2028.

•Service-based Restricted Stock Units (RSUs) (40% of shares granted) - One-third vest annually based on continued service with the Company.

Below is a summary of long-term target compensation awarded to our NEOs in 2025:

2023-2025 Performance-Based Restricted Stock Unit Award Results

In March 2023, the Compensation and Talent Committee established the following metrics, targets and weights for the 2023-2025 PSUs. The Company results are shown below; none of the metrics achieved a threshold result. Therefore, each metric was earned at 0% of target and no shares vested under the 2023-2025 PSUs:

The number of shares earned compared to target earned by each NEO are reflected in the table below, demonstrating our rigorous goals and commitment to a pay for performance philosophy:

Status of LTI Award Programs

Relative TSR-Based LTI Award Status Through December 31, 2025

Other Benefits

We provide our NEOs with a defined contribution 401(k) retirement program, which is the same program that is generally provided to all our employees. We also provide our NEOs with a non-qualified deferred compensation plan to make up for matching contributions that are capped by compensation limits imposed on qualified retirement plans under the Internal Revenue Code. We do not provide our NEOs with a defined benefit retirement program. We also do not provide retiree medical coverage to our NEOs.

With respect to most other benefits, the benefits provided to NEOs and other executive officers are comparable to those provided to the majority of salaried and hourly Company employees. However, benefits for our NEOs also include premiums for insurance policies.

We believe that the personal safety and security of our NEOs is of the utmost importance to the Company and our stockholders. We provide security services to certain executives as part of proper risk management. Security services may include, in some cases, personal security services, including the use of Company provided aircraft. These protections are provided due to the range of security issues encountered by executive officers of large corporations in our industry.

2026 Compensation Decisions

In 2026, the Compensation and Talent Committee made updates to both the annual cash incentive and long-term incentive plan designs and metrics to prioritize bottom line growth and closely align compensation with stock price performance. The revenue growth component in the annual cash incentive plan has been replaced with an HBR metric. In the long-term incentive plan, while the plan design has historically included both financial and stock price performance measurements, the PSUs for the 2026 - 2028 performance cycle are tied solely to Centene's stock price performance over the three-year period. A rigorous compound annual growth rate has been assigned to meet the target payout. The 2026 shift to an absolute TSR metric reflects our commitment to stockholder alignment.

2026 Annual Cash Incentive

The Compensation and Talent Committee rewards NEOs with an annual cash incentive award for achieving the Company's predefined annual metrics. For the 2026 annual cash incentive awards, the Compensation and Talent Committee included Adjusted Diluted EPS, HBR performance, and strategic goals. The replacement of revenue growth with HBR prioritizes margin expansion and profitable growth.

The Adjusted Diluted EPS and HBR performance targets align with the 2026 guidance announced in connection with the 2025 year-end earnings release. Our annual cash incentive plan targets are developed each year based on a pay-for-performance approach with rigorous performance metrics that the Compensation and Talent Committee believes are challenging but attainable and include stretch goals to reach to pay above target.

2026 Annual Cash Incentive Metrics

The Compensation and Talent Committee will assess and evaluate how each NEO contributed to achieving these goals and the Company's overall objectives. Individual performance adjustments may be incorporated to reflect the executives' contributions towards financial and non-financial goals.

Individual awards under our annual cash incentive plan are approved by the Compensation and Talent Committee based primarily upon:

•business performance versus our business plan;

•the effectiveness of each executive's leadership performance and potential to enhance long-term stockholder value;

•targeted cash incentive amounts, which are based upon market data; and

•the recommendation of the Chief Executive Officer (for all NEOs other than the CEO).

Overall, 60% of each award is aligned with the Adjusted Diluted EPS target, 20% is based on the achievement of HBR targets, and 20% is based on the achievement of the Company's strategic goals.

In 2026, we will continue to focus on long-term stockholder value through meeting our financial metrics that are measurable against key financial and operational priorities. We are focused on key initiatives related to long-term growth, optimization, transformation, customer and member experience, and continuing to promote best-in-class talent & culture.

2026-2028 Long-Term Incentives

Our long-term incentive compensation is designed to attract and retain key executives, build an integrated management team, reward for innovation and appropriate risk-taking, balance short-term planning with long-term success and align executive and stockholder interests. While our long-term PSU grants have historically been based on both financial measures and stock price performance, the Committee has determined that given the steep stock price decline in July 2025 and subsequent stock price volatility, it is in the best interest of stockholders for management's long-term incentives in the form of PSUs to be based on absolute stock price growth. As a result, 100% of the PSUs granted for the 2026 - 2028 performance cycle are based on Centene's stock price performance over the three-year period. A rigorous compound annual growth rate has been assigned to meet the target payout.

These long-term incentives take the form of the following:

•PSUs (60% of stock granted) that are based on meeting predetermined performance targets (absolute TSR performance over three-year performance period).

•RSUs (40% of stock granted) that vest ratably over three years.

Long-term incentives are provided through equity, ensuring that the maximum number of shares of common stock granted in any calendar year (excluding shares granted in connection with an acquisition) does not exceed a level associated with competitive practice. Due to the competitive and complex nature of our business and the necessity of retaining key management level employees, equity grants are awarded to levels below senior executives. Annual PSU and RSU awards are generally granted in March to eligible employees but may also be approved at other times for a promotion, retention, a newly hired executive or as determined by the Compensation and Talent Committee.

Other Compensation Policies and Information

Individual Employment and Severance Agreements

The Company is party to employment agreements with Sarah M. London and Andrew L. Asher. The Board has determined that it is in the best interests of the Company and our stockholders that such executives enter into employment agreements to ensure their commitment to individual duties, compliance with restrictive covenants and the continued dedication of the executive, notwithstanding the possibility, threat or occurrence of a termination of employment, in particular upon a change in control. The Board believes it is imperative to diminish the inevitable distraction of the executive by virtue of the personal uncertainties and risks created by a pending or threatened change in control, to encourage the executive's full attention and dedication to the Company and to provide the executive with compensation and benefits arrangements upon a change in control which (i) will satisfy the executive's compensation and benefits expectations and (ii) are competitive with those of other major corporations.

Ms. London is party to an employment agreement dated April 27, 2022, entered into in connection with her appointment to the role of CEO. Pursuant to an employment agreement dated April 28, 2022, Mr. Asher agreed to continue serving as our Chief Financial Officer. In an effort to further align our executives' compensation with the interests of stockholders and promote corporate best practices, Ms. London and Mr. Asher's employment agreements were amended on February 20, 2023, to eliminate multi-year guaranteed long-term compensation awards. Future long-term compensation awards shall be annually determined by the Compensation and Talent Committee in its sole discretion.

Under the terms of any employment agreement and under the Centene Corporation Amended and Restated Executive Severance and Change in Control Plan (the Executive Severance Plan), if any components or amounts payable under the agreement are deemed to be "excess parachute payments" within the meaning of Section 280G of the Code or similar provision, the amount shall be reduced to the extent necessary so that no amounts paid shall be deemed excess parachute payments or, if the net benefit is greater, no reduction will be made, however the executive will be required to pay any additional taxes. No agreement provides for an excise tax gross-up.

In their respective agreements, the executives agree to non-competition and non-solicitation provisions that may extend through the first anniversary of termination of employment (for Ms. London, the period is 24 months). In the event of a termination due to a change in control, Ms. London's non-competition and non-solicitation period will be reduced to 12 months and Mr. Asher will no longer be subject to such covenants. For a further description of the material terms of the employment agreements with Ms. London and Mr. Asher, see the "Individual Employment Agreements" section.

Executive Severance Plan

Christopher A. Koster, Tanya M. McNally, and Susan R. Smith are each subject to restrictive covenant agreements and eligible for benefits under the Company's Executive Severance Plan.

Under the Executive Severance Plan, if Mr. Koster, Ms. McNally, or Ms. Smith undergoes a termination of employment without cause (other than a change in control termination), he or she will receive the following: (i) a lump sum equal to one times his/her base salary plus prorated target bonus; (ii) the Company portion of COBRA premiums for medical and dental benefits for 12 months; (iii) outstanding equity awards will continue to vest and stock option and stock appreciation rights will continue to be exercisable (if not expired by their terms) for 12 months, with PSUs vesting based on actual performance; and (iv) outplacement assistance for six months following the termination. If Mr. Koster, Ms. McNally, or Ms. Smith undergoes a termination of employment without cause or for good reason within 24 months after a change in control (or a termination without cause during the six months prior to a change in control, if requested by a third party participating in or causing the change in control), he or she will receive the following: (i) a lump sum equal to two times his/her base salary plus two times his/her average bonus plus a prorated target bonus; (ii) the Company portion of COBRA premiums for medical and dental benefits for 18 months; (iii) outstanding equity awards will fully vest and become exercisable as of the date of termination, and stock option and stock appreciation rights will continue to be exercisable until the earlier to occur of 12 months after the change in control termination or the expiration date of the award, with any applicable performance goals deemed achieved at the greater of target or actual performance prior to the change in control; and (iv) outplacement assistance for 6 months following the termination. Additionally, Mr. Koster, Ms. McNally, and Ms. Smith are subject to a non-competition and non-solicitation (of Company employees or customers) obligation, each for a period of 12 months after termination for any reason, as well as ongoing confidentiality requirements. The non-competition obligation does not apply if Mr. Koster, Ms. McNally, or Ms. Smith undergoes a change in control termination.

Retirement Provisions

In addition, for all Company employees, Company awards include a qualified retirement definition. NEOs who are at least 55 years of age and have 10 years of employment at the time of retirement are eligible for the following:

•A pro-rated number of PSUs vesting at the end of the performance period, based on the amount of time employed during the vesting period and actual performance outcomes.

•One-year continuation of vesting of RSUs upon a qualified retirement.

•A pro-rated annual paid bonus, if employed for six months of the calendar year, paid at actual performance generally at the same time when bonuses are paid to other employees.

Mr. Asher is eligible for qualified retirement treatment. His employment agreement also provides for the acceleration of equity awards upon retirement.

Clawback Policy

We have adopted the Clawback Policy in compliance with the requirements of Section 954 of the Dodd-Frank Wall Street Reform and Consumer Protection Act. Pursuant to the Clawback Policy, in the event of an accounting restatement, any erroneously awarded compensation received during the three completed fiscal years prior to the accounting restatement (a) that is then-outstanding but has not yet been paid shall be automatically and immediately forfeited and (b) that has been paid to the executive officers shall be subject to reasonably prompt repayment to the Company. Recovery of any erroneously awarded compensation under the Clawback Policy is not dependent on fraud or misconduct by any person in connection with the accounting restatement.

Stock Ownership Guidelines

We utilize stock ownership guidelines for our NEOs, corporate officers and Board. We believe that ownership of our stock helps align the interests of our executives and stockholders and encourages executives to act in a manner that is expected to increase stockholder value. The stock ownership guidelines for our officers are as follows:

What Counts as Ownership? •Shares owned directly•Unvested RSUs•"Phantom shares" held in the deferred compensation plan

What Does Not Count as Ownership?•Shares subject to unexercised options whether or not vested•Unearned PSUs

The Compensation and Talent Committee annually reviews the stock ownership levels of the Board and all officers. Future stock awards take into consideration the executive's level of attainment of the suggested stock ownership amount. The Compensation and Talent Committee may elect to award the annual incentive to an executive in stock instead of cash if the suggested stock ownership amount is not achieved.

The Board has established a policy requiring executive officers to retain ownership of the shares received from the vesting or payout of any RSU and PSU awards granted under our stock incentive plan (net of any shares used to satisfy tax obligations) for one year following such vesting or payout. An executive may substitute the tax basis of the shares under restriction for other shares held outright.

As of the close of the last fiscal year and the date of this report, all NEOs subject to the ownership guidelines are in compliance with the guidelines. Executives have five years to attain ownership guidelines. At $41.15 per share (the December 31, 2025 closing stock price), our NEOs held Company stock as of a multiple of their ending 2025 base salaries as follows:

Stock Ownership Achievement

* Ms. McNally and Ms. Smith are within the five year window to attain required ownership levels.

Minimum Ownership Requirement as a Multiple of Base Salary

Ownership as a Multiple of 2025 Base Salary

Stock ownership guidelines for members of our Board require them to own 7.5 times the annual cash retainer within five years of being appointed to the Board. As of December 31, 2025, all directors were in compliance with this requirement.

Insider Trading Policy

The Company maintains insider trading policies and procedures governing the purchase, sale, and/or other dispositions of the Company’s securities by directors, officers, and employees, as well as the Company itself, that we believe are reasonably designed to promote compliance with insider trading laws, rules, and regulations, as well as NYSE listing standards. A copy of ourinsider trading policy was filed as Exhibit 19.1 to our Annual Report on Form 10-K.

Hedging and Pledging Policy

The Board maintains the Company's insider trading policy, which prohibits hedging and pledging of shares by all employees, including executive officers, consultants, contractors, members of the Board and any persons that reside in the same household as any of the foregoing persons. Our insider trading policy also prohibits members of the Board and any employees from engaging in short-term or speculative transactions involving our securities. Our insider trading policy provides that members of the Board and employees may not engage in short sales of our securities, including short sales "against the box," or purchases or sales of puts or calls for speculative purposes. Our insider trading policy also strictly prohibits trading in call or put options involving Centene securities and other derivative securities and holding Centene securities in a margin account. The Board also maintains a policy regarding material nonpublic information, which sets forth prohibition against trading in Centene's securities and entering into or amending 10b5-1 plans during a specified period for certain employees and pre-clearance procedures for section 16 officers. As of March 13, 2026, all executive officers and directors were in compliance with these policies.

Deductibility of Executive Compensation

Section 162(m)(6), which was enacted as part of the Patient Protection and Affordable Care Act, amended the Code to limit the amount that certain healthcare insurers and providers, including the Company, may deduct for compensation to any employee in excess of $500,000 for a tax year beginning after December 31, 2012. This legislation does not create any exceptions for performance-based compensation and is not otherwise impacted by the adoption of the Tax Cuts and Jobs Act enacted on December 22, 2017. The Compensation and Talent Committee reserves the right to use its judgment to authorize compensation payments that may be subject to the limit when the Compensation and Talent Committee believes such payments are appropriate and in the best interests of our stockholders, after taking into consideration changing business conditions and the performance of its employees. We were subject to the limitation in 2025.

Policies on the Timing of Options

Item 402(x) of Regulation S-K requires us to discuss our policies and practices on the timing of awards of options in relation to the disclosure by us of material nonpublic information. We historicallydo not strategically time option awards incoordination with the release of material nonpublic information and have never had a practice of doing so. We do not currently grant stock options or similar awards and have not granted any such awards to employees since 2021.