SMITH SUSAN RAYE 4/A

What Happened

• Susan Raye Smith, Chief Operating Officer of Centene (CNC), was granted 112,823 stock units on January 26, 2026. The award was reported at $0.00 per unit (no cash exchanged).
• The grant consists of 45,129 restricted stock units (RSUs) that vest in three annual installments beginning March 15, 2027, and 67,694 performance stock units (PSUs) reported at target that vest March 15, 2029 and may pay out from 0% to 200% of target based on the company’s stock-price performance over specified measurement periods.

Key Details

• Transaction date: January 26, 2026; reported acquisition type: Award/Grant (code A); reported price: $0.00; total cash value reported: $0.
• Shares owned after the award (per filing): 193,289 units — this equals 112,823 newly granted units plus 80,466 previously-granted RSUs/PSUs reported at target (per footnote).
• Vesting/performance specifics: 45,129 RSUs vest in three annual installments starting 3/15/2027; 67,694 PSUs vest 3/15/2029 with payout 0–200% depending on stock-price performance (measurement periods described in footnote).
• Amendment: This is a Form 4/A filed Feb 6, 2026 amending the Form 4 originally filed Jan 28, 2026 to remove 9,651 unvested PSUs that did not meet vesting criteria for the period ending 12/31/2025 as determined on Jan 26, 2026.
• Timeliness: Original Form 4 was filed Jan 28 (covering the Jan 26 transaction); this filing is an amendment to correct holdings — not an initial late report.

Context

• These are compensation awards (not open-market purchases or sales). RSUs vest over time; PSUs are performance-based and may result in more or fewer shares at payout (0–200% of target), so the final number vested could change materially.
• Awards at $0 are standard for equity compensation and don’t necessarily signal immediate insider buying or selling activity; they reflect executive pay design and performance targets.