UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

~~PURSUANT~~Pursuant TOto ~~SECTION~~ Section 13 ORor 15 (Dd) OF ~~THE~~of the Securities Exchange Act of 1934

~~SECURITIES~~Date ~~EXCHANGE~~of ~~ACT~~Report OF(Date ~~1934~~of earliest event reported): December 30, 2021

~~Date~~Magellan ofHealth, ~~report (Date of earliest event reported):~~Inc.

November 5, 2021

MAGELLAN HEALTH, INC.

(Exact Name of Registrant as Specified in Charter)


Delaware	1-6639	58-1076937
(State or Other Jurisdiction	(Commission File	(IRS Employer
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)
of Incorporation)	Number)	Identification No.)

4801 E. Washington Street

Phoenix, Arizona

85034

(Address of Principal Executive Offices)

(Zip Code)


4801 E. Washington Street
Phoenix, Arizona	85034
(Address of Principal Executive Offices)	(Zip Code)

Registrant's telephone number, including area code: (800) 642-1716

(Former Name or Former Address, if Changed Since Last Report): N/A

Registrant’s telephone number, including area code: (800) 642-1716

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, par value $0.01 per share	MGLN	The NASDAQ Global Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐¨

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 8.01. Other Events.

On December 30, 2021, Magellan Health, Inc., a Delaware corporation (“Magellan”), and Centene Corporation, a Delaware corporation (“Centene”), announced that they have obtained all required regulatory approvals necessary to close Centene’s pending acquisition of Magellan. Subject to the satisfaction of customary closing deliveries, Magellan and Centene anticipate closing the acquisition on or about January 4, 2022.

A copy of the press release relating to the above issued by Magellan and Centene on December 30, 2021 is attached hereto as Exhibit 99.1 and is incorporated by reference herein.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

~~Item 2.02. Results of Operations and Financial Condition~~Exhibit

No.	Description

99.1	Press Release, dated December 30, 2021.

104	Cover Page Interactive Data File (embedded within the Inline XBRL document).

On November 5, 2021, Magellan Health, Inc. (the “Company”) reported operating results for the quarter ended September 30, 2021. Attached and incorporated herein by reference as Exhibit 99.1 is a copy of the press release dated November 5, 2021. SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Item 9.01. Financial Statements, Pro Forma Financial Information and Exhibits

Dated: December 30, 2021	MAGELLAN HEALTH, INC.

	By:	/s/ David Haddock
		Name:	David Haddock
		Title:	General Counsel and Secretary

(a) Financial Statements of business acquired: Not applicable.

(b) Pro forma financial information: Not applicable.

(d) Exhibits:See Exhibit Index.

Exhibit Index

Exhibit Number		Description of Exhibit
99.1		Press release dated November 5, 2021.
104		Cover Page Interactive Data File (embedded within the Inline XBRL document).

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

MAGELLAN HEALTH, INC.


Date: November 5, 2021	By:	/s/ David P. Bourdon
		Name: David P. Bourdon
		Title: Chief Financial Officer

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