KOSTER CHRISTOPHER 4
4 · CENTENE CORP · Filed Jan 28, 2026
Research Summary
AI-generated summary of this filing
Centene (CNC) General Counsel Christopher Koster Receives Award
What Happened
Christopher Koster, Centene’s Secretary & General Counsel, was granted a total of 126,925 equity units on January 26, 2026 (transaction code A). The grant was reported at $0.00 per share because it is an award of restricted stock units (RSUs) and performance stock units (PSUs), not a market purchase or cash transaction.
Key Details
- Transaction date: 2026-01-26 (Form 4 filed 2026-01-28, timely within the standard two-business-day window)
- Award amount: 126,925 units at $0.00 per unit (grant/award)
- Breakdown (per filing footnotes): 50,770 RSUs vesting in three annual installments beginning March 15, 2027; 76,155 PSUs reported at target. PSU vesting may range from 0%–200% of target based on specified stock-price performance metrics.
- Ownership after grant: the filing notes at least 150,513 previously granted RSUs/PSUs plus the new 126,925-unit grant — i.e., at least 277,438 units now reflected in ownership, plus additional common shares acquired via the company’s ESPP (number not specified).
- Related holdings/terms: filing references an earlier performance stock option (Dec 15, 2021) with a $100-price vesting condition, and phantom stock awards that pay the fair market value and may be settled in cash or non‑company securities upon termination.
- Transaction code: A = Award/Grant.
Context
This was a compensation award, not an open-market buy or sell. RSUs typically vest over time and PSUs vest only if performance conditions are met — here, PSU payout depends on Centene’s stock-price performance over specified measurement periods and could result in no payout or up to 200% of target. Such awards reflect company compensation practices rather than immediate insider buying or selling intent.
Insider Transaction Report
- Award
Common Stock
[F1][F2][F3]2026-01-26+126,925→ 388,861.617 total
- 100(indirect: By Spouse)
Common Stock
- 15,690
Common Stock Option (right to buy)
[F4]Exercise: $81.85Exp: 2031-12-15→ Common Stock (15,690 underlying) - 3,015.544
Phantom Stock
[F5][F6]Exercise: $0.00From: 2020-03-06Exp: 2020-03-06→ Common Stock (3,015.544 underlying)
Footnotes (6)
- [F1]This award includes 50,770 restricted stock units that vest in three annual installments beginning on March 15, 2027. This award also includes 76,155 performance stock units reported at target level performance. The actual number of performance stock units that will vest on March 15, 2029 ranges from 0% to 200% of the reported target performance stock units based on the Company's stock price performance for the final 20 trading days of 2025, compared to the final 60 trading days of 2028.
- [F2]Ownership includes 150,513 shares of previously-granted restricted stock units and performance stock units (reported at target level performance) subject to vesting requirements.
- [F3]Updated ownership includes common stock acquired through the Company's Employee Stock Purchase Program.
- [F4]Performance Stock Option granted on December 15, 2021, may become exercisable on or after the third anniversary of the grant date if the closing price of CNC's common stock equals or exceeds $100 per share for 20 consecutive trading days following the grant date.
- [F5]Each share of phantom stock represents the right to receive the fair market value of one share of Centene common stock.
- [F6]The phantom stock has no formal expiration date. The phantom stock will be settled in cash or other non-Company securities upon Mr. Koster's termination with the Company or on such other date Mr. Koster may elect.