Centene (CNC) 10-K risk factor changes: FY2025 vs FY2024

[removed: Failure to accurately estimate and price our medical expenses or effectively manage] [added: The results of] our [removed: medical costs or related administrative costs] [added: bids and the design of the risk-sharing program] could have a material adverse effect on [removed: our results] [added: our results] of operations, financial condition and cash flows.

Our profitability depends to a significant degree on our ability to accurately estimate and effectively manage expenses related to health benefits through, among other things, our ability to contract favorably with hospitals, physicians and other healthcare [removed: providers.][added: providers, as well as related administrative costs.]

If our actual medical expenses exceed our [removed: estimates,] [added: estimates for any reason,] our health benefits ratio (HBR), or our expenses related to medical services as a percentage of premium revenues, would increase and our profits would decline.

Changes in healthcare regulations and practices, [added: including due to] the [added: OBBBA, the] level of utilization of healthcare services, [added: including due to eligibility changes, benefit design, provider or consumer behavior changes,] out-of-network utilization and pricing, medical claim submission patterns, [added: including due to the use of artificial intelligence,] hospital and pharmaceutical costs, including new high-cost specialty drugs, unexpected events, such as natural disasters, the effects of climate change, acts of war or aggression, geopolitical instability, major epidemics, pandemics and their resurgence, or newly emergent diseases, new medical technologies, increases in provider [removed: fraud] [added: fraud, tariffs, unexpected increases in taxes] and [added: fees, including provider taxes, and] other external factors, including general economic conditions such as interest rates, inflation and unemployment levels, are generally beyond our control and could reduce our ability to accurately predict and effectively control the costs of providing health benefits.

Also, member [added: and provider] behavior could continue to be influenced by the uncertainty surrounding the [removed: ACA, including potential changes in premium subsidies,] [added: availability, affordability, funding and access to health insurance, whether under Medicaid programs or the Affordable Care Act (ACA) or the OBBBA,] including due to [removed: changes in] the [removed: eligibility or amount] [added: expiration] of [removed: enhanced advance premium tax credits] [added: the Enhanced Advance Premium Tax Credits (APTCs) and additional program integrity initiatives] for Marketplace products.

In addition, as a result of the expiration of the public health emergency (PHE) due to the COVID-19 pandemic, and the resulting Medicaid redeterminations process, [added: as well as changes in state benefit designs,] we have [removed: experienced] [added: continued to experience] a higher HBR related to the remaining members, due to the acuity profile of this membership, as well as the gaps in eligibility for certain members who have rejoined the Medicaid plans.

While we continue to work with our state partners to match rates to acuity [removed: post-redeterminations,] [added: to reflect more recent experience,] such rate adjustments may be delayed or insufficient to offset the increased acuity.

Our medical expenses include claims reported but not paid, estimates for claims incurred but not [removed: reported (IBNR),] [added: reported,] and estimates for the costs necessary to process unpaid claims at the end of each period.

Assumptions and estimates are utilized in establishing premium deficiency [removed: reserves.][added: reserves, when necessary.]

[removed: If] [added: In the instance a premium deficiency reserve is necessary, if] our assumptions are inaccurate, we may be required to increase our premium deficiency reserves which could have a material adverse effect on our results of operations and financial condition.

Additionally, when we commence operations in a new state or region or launch a new product, we have limited information with which to estimate our medical claims [removed: liability.][added: liability and continuity of care requirements, which can affect our ability to accurately predict medical claims.]

The addition of new categories of eligible individuals, as well as evolving Health Insurance Marketplace [removed: plans,] [added: plans and eligibility changes,] may pose difficulty in estimating our medical claims liability.

From time to time in the past, our actual results have varied from our estimates, particularly in times of significant changes in the number [added: and acuity profile] of our members.

Any failure to adequately [added: and timely] price or anticipate demand for products offered, anticipate changes to the competitive landscape or any reduction in products offered for Medicare [removed: Advantage] and in the Health Insurance Marketplace may have a material adverse effect on our results of operations, financial condition and cash flows.

In the Health Insurance Marketplace, we may be adversely impacted if we have not accurately [added: and timely] predicted the health needs of our members, including individuals exiting [added: or entering] the [removed: market] [added: market,] causing the morbidity of the risk pool to rise without a proportionate change to risk adjustment.

Further, changes in the competitive market for both Health Insurance Marketplace and the Medicare [removed: Advantage] products over time, [added: unanticipated] changes to member eligibility [added: requirements or verification processes] in the program design, including due to changes to the [removed: eligibility or amount] [added: expiration] of the [removed: enhanced advanced premium tax credits] [added: Enhanced APTCs] and the timing of those changes, additional program integrity initiatives that have the effect of reducing membership or [added: causing the morbidity of the risk pool to rise,] changes in [added: consumer or provider behavior, or changes in] the financial incentives of individuals, brokers and competitors to participate in such products may make pricing difficult to predict.

Any significant variation from our expectations regarding [removed: acuity,] [added: acuity of our members, the Marketplace membership as a whole,] enrollment levels, adverse selection, out-of-network costs or other [added: increased costs, including due to tariffs or other] assumptions utilized in setting adequate premium rates could have a material adverse effect on our results of operations, financial condition and cash flows for both our Health Insurance Marketplace and Medicare [removed: Advantage] products.

In addition, we may be unable to accurately predict demand for both our Health Insurance Marketplace and Medicare [removed: Advantage] products, as demand depends on factors outside of our control such as the competitiveness of our bids, the broker distribution channels, additional program integrity initiatives that have the effect of reducing membership and the entry and exit of other competitors in the markets.

As of December [removed: 2024,] [added: 2025,] approximately [removed: 55%] [added: 60%] of our Medicare Advantage membership was associated with contracts rated 3.5 stars or better.

For calendar year [removed: 2025,] [added: 2026,] CMS again applied a negative rate adjustment for risk model revisions and fee for service normalization.

In addition, CMS' [removed: new] risk model may not account for the full severity of several chronic conditions, which could also disproportionately affect the dual-eligible population which is more medically complex and faces additional socio-economic barriers to health compared to others.

We anticipate that CMS will continue to conduct audits of our Medicare contracts and contract years on an on-going [removed: basis.][added: basis with increased focus.]

In addition, as part of the normal course of business, [removed: several of] our Medicaid contracts are [added: routinely] up for [removed: reprocurement in 2025 (for contracts largely commencing in 2026).][added: reprocurement.]

Competitors may be more aggressive in the descriptions of their capabilities and the assumptions utilized in their [removed: bids.][added: bids or more willing to accept the financial and other terms offered by the states.]

[removed: The results of our bids] [added: Failure to timely and effectively identify and mitigate medical cost trends and receive adequate rate adjustments to account for increased acuity] could have a material adverse effect on [removed: our results] [added: our results] of operations, financial condition and cash flows.

Our [removed: 2025] [added: 2026] PDP bids [added: were below the benchmarks for all 34 CMS regions, compared to our 2025 PDP bids, which] resulted in 33 of [removed: the] 34 CMS regions for which we were below the benchmarks and one region for which we were above the benchmark.

As of January 1, [removed: 2025,] [added: 2026,] we experienced an increase to over [removed: 7.5] [added: 8.7] million PDP members compared to [removed: 6.9] [added: 8.1] million in December [removed: 2024,] [added: 2025,] due to our [removed: 2025] [added: 2026] bid positioning.

Under the IRA, PDP plan costs [removed: will increase] [added: increased] significantly due to a reduction in members cost share (close of coverage gap, and the $2,000 cap on member out-of-pocket expenses) and a decrease in federal reinsurance (from 80% to 20%, while a greater portion of the plan drug costs [removed: will] fall into the catastrophic phase).

These changes [removed: may lead] [added: have led] to heightened underwriting risks and increased market volatility and uncertainty for [removed: 2025] [added: future] bids, which could materially reduce our revenue and profit.

In addition, evolving regulations and state and federal mandates regarding [removed: coverage] [added: coverage, including state-managed pharmacy benefit programs,] may impact the ability of our health plans to continue to receive existing price discounts on pharmaceutical products for our members.

For example, as part of the normal course of business, [removed: several of] our Medicaid contracts are [added: routinely] up for [removed: reprocurement in 2025 (for contracts largely commencing in 2026).][added: reprocurement.]

We contract with various third-party vendors to perform certain functions and services, including for [removed: PBM,] [added: pharmacy benefits management,] medical management and other member-related [removed: services.][added: services as well as technology services, including AI.]

If we [removed: cannot comply] [added: are determined to be out of compliance] with such accuracy requirements or other contractual operational requirements, we may be subject to [added: penalties, sanctions, damages or other consequences resulting from] regulatory audits and [removed: investigations,] [added: investigations and/or] litigation and otherwise suffer competitive harm, which could have a material adverse impact on our business reputation, financial condition, cash flows or results of operations.

If we, our healthcare providers, [removed: brokers'] [added: brokers] or our third-party vendors experience difficulties with the transition to or from information systems or networks or do not appropriately integrate, maintain, [removed: enhance] [added: enhance, secure] or expand information systems or networks, we could suffer, among other things, operational disruptions, loss of existing members and providers and difficulty in attracting new members and providers, complaints, regulatory problems and increases in administrative expenses.

While this incident did not have a material impact on Centene, there can be no assurance that this incident and other privacy or security breaches will not require us to expend significant resources to remediate any damage, interrupt our operations and damage our business or reputation, subject [removed: us] to [removed: state, federal,] [added: state] or [removed: international] [added: federal] agency review, and result in enforcement actions, material fines and penalties, litigation or other actions which could have a material adverse effect on our business, reputation, results of operations, financial condition and cash flows.

Reductions or delays in [removed: funding,] [added: funding of,] changes to eligibility requirements [removed: for] [added: for,] government-sponsored healthcare programs in which we participate, and any inability on our part to effectively adapt to changes to these programs could have a material adverse effect on our results of operations, financial condition and cash flows.

In [removed: addition,] [added: some cases,] states may decide to reduce reimbursement or reduce benefits.

We are therefore exposed to risks associated with federal and state government contracting or participating in programs involving a government payor, including but not limited to the general ability of the federal and/or state governments to terminate or modify contracts with them, in whole or in part, without prior notice, for convenience or for default based on performance; potential regulatory or legislative action that may materially modify amounts owed; our dependence upon Congressional or legislative appropriation and allotment of funds and the impact that delays in government payments could have on our operating cash flow and liquidity; responses to pandemics, resurgences and new emergent diseases and other regulatory, legislative or judicial actions that may have an impact on the operations of government subsidized healthcare [removed: programs] [added: programs,] including ongoing litigation involving the ACA.

Future levels of funding and premium rates may be affected by continuing government efforts to contain healthcare costs and may further be affected by state and federal budgetary constraints and spending initiatives or changes in [removed: political party] [added: control of the legislative] or [removed: administrations] [added: executive branches] at the state and federal level.

[removed: Furthermore,] Medicare remains subject to the automatic spending reductions imposed by the Budget Control Act of 2011 and the American Taxpayer Relief Act of 2012 (sequestration), subject to a 2% cap, which was extended by the Bipartisan Budget Act of 2019 through 2029, which was reinstated on July 1, 2022, after a temporary suspension due to the COVID pandemic.

For example, late in the second quarter of 2025, data from an independent actuarial firm suggested a materially higher implied aggregate morbidity of the Marketplace membership as a whole than anticipated, resulting in a significant reduction of our expected net risk adjustment revenue for 2025.

In addition, during 2025, our Medicaid membership had higher than expected medical costs, including due to unanticipated increased costs in behavioral health, home health and high-cost drugs.

In particular, as part of the Medicaid rate setting process, state actuaries determine actuarial soundness of rates based on historical data.

The delay in time between making claims payments and receiving rate adjustments when we experience an increased rate of change in medical expenses, whether due to the increased acuity profile of the membership or the increased utilization of health care services, such as behavioral health, home health and high-cost drugs, may cause the profitability of our Medicaid plans to be reduced.

In addition, we have limited ability to manage the utilization of services until continuity of care requirements expire.

For example, in 2025, we had higher utilization than we expected in several applied behavioral health services programs.

The premium rates we charge are typically determined in the summer prior to the next plan year, and delays in receiving data upon which the assumptions our based may impact our ability to timely adjust and receive state approval for these rates.

For example, late in the second quarter of 2025, we made a significant negative adjustment to our expected net risk adjustment revenue attributable to the 2025 Marketplace plan year.

While we have received approvals in the vast majority of states for our 2026 refiled Marketplace rates reflecting the increased medical expenses we experienced in 2025 and adjusted our benefit design and strategy, these actions may not be sufficient to maintain or increase the profitability of these products, which may unfavorably impact our results of operations and financial condition and may be material.

While we continue to focus on Star rating improvement, we may not be able to improve or maintain our Star ratings.

On January 26, 2026, CMS released its draft 2027 Medicare rate announcement.

We believe these rates are insufficient to reflect the increases in continuing medical cost trend.

Additionally in 2025, CMS announced the intent to accelerate the timing and expand the scope of risk adjustment data validation audits.

For example, we are currently protesting the Texas and Georgia Medicaid reprocurements in which we were not a successful bidder.

In addition, the IRA has substantially increased PDP's risk exposure.

For example, we are currently protesting the Texas and Georgia Medicaid reprocurements in which we were not a successful bidder.

For example, as a result of market conditions in July 2025, including the OBBBA and the decline in our stock price, we performed a quantitative impairment analysis during the third quarter to determine whether goodwill was impaired, which resulted in a non-cash goodwill impairment of $6.7 billion in the third quarter of 2025.

The Final Rule was published in the Federal Register on June 25, 2025.

The Final Rule makes changes to policies to strengthen program integrity measures in the Marketplace.

For example, the Special Enrollment Period for those under 150% of the FPL has been repealed beginning August 25, 2025.

Several of the provisions of the Final Rule have been stayed due to ongoing litigation.

These include a requirement for certain consumers who automatically re-enroll into a fully subsidized Marketplace plan to be re-enrolled into the same plan with a $5 premium until the consumer updates their exchange application to confirm APTC eligibility.

Additionally, exchanges may no longer accept a consumer's self-attestation of projected annual household income when the IRS cannot verify it due to lack of tax return data; rather, exchanges must verify household income using other trusted data sources.

Extended eligibility for the Enhanced APTC for Marketplace members expired on December 31, 2025.

In July 2025, the OBBBA placed additional restrictions on APTC requirements.

For example, beginning January 1, 2026, should individuals mis-estimate their projected income, the OBBBA requires them to reimburse the IRS for the full amount of excess tax credit received.

In addition, as of January 1, 2026, the OBBBA prohibits individuals from receiving APTCs if they enroll in health coverage through a Special Enrollment Period associated with their income.

We anticipate that the combined effect of the expiration of the Enhanced APTCs, the Final Rule, and the OBBBA will reduce 2026 Marketplace membership and continue to increase the overall morbidity of the Marketplace population.

For example, we have a receivable due to us from CMS for Part D risk-sharing programs attributable to the 2025 plan year that we expect to be paid by CMS within a year after the plan year closes.

If the payments from CMS are delayed, our cash flows may be materially adversely affected.

For example, the OBBBA includes requirements that may reduce the number of members eligible for state Medicaid Expansion programs by requiring work or community engagement by members and for state Medicaid agencies to redetermine member eligibility at more frequent intervals, along with adding a "Cost Sharing" or "Co-Pay" for certain medical services.

These changes could have the effect of increasing the overall morbidity of the Medicaid Expansion population largely beginning in 2027, subject to state implementation plans.

Several other provisions of the OBBBA, such as adjustments to provider taxes and state directed payments beginning in 2028, may have the effect of reducing the amount of federal funding for Medicaid, which could result in changes in the design of Medicaid programs, including coverage of benefits, eligibility, and/or provider payment rates.

In particular, New York intends to terminate its Essentials Plan-5, which provided state-subsidized healthcare for individuals from 200% to 250% of the FPL by July 1, 2026.

In July 2025, CMS indicated that it would no longer approve new Section 1115 waivers for continuous care coverage or workforce assistance.

In addition, the OBBBA includes requirements that may reduce the number of members eligible for state Medicaid Expansion programs by requiring work or community engagement by members and for state Medicaid agencies to redetermine member eligibility at more frequent intervals, along with adding a "Cost Sharing" or "Co-Pay" for certain medical services.

These changes could have the effect of increasing the overall morbidity of the Medicaid Expansion population largely beginning in 2027, subject to state implementation plans.

Several other provisions of the OBBBA, such as adjustments to provider taxes and state directed payments beginning in 2028, may have the effect of reducing the amount of federal funding for Medicaid, which could result in changes in the design of Medicaid programs, including coverage of benefits, eligibility, and/or provider payment rates.

In particular, New York intends to terminate its Essentials Plan-5, which provided state-subsidized healthcare for individuals from 200% to 250% of the FPL by July 1, 2026.

The Final Rule was published in the Federal Register on June 25, 2025.

For example, we have established a premium deficiency reserve in connection with the 2025 Medicare Advantage business as of December 31, 2024.

Our quality improvement goal is to move 85% of our members into contracts with 3.5 stars or better for rating year 2026 (anticipated to be published in October 2025), which may not be achieved.

As a result of the Medicare Advantage 2025 rates and our 2025 Medicare Advantage bid design and membership projections, we have established a premium deficiency reserve in connection with the 2025 Medicare Advantage business as of December 31, 2024.

For example, the Department of Defense did not award the West region TRICARE Managed Care Support Contract commencing in 2025 to Health Net Federal Services, and the contract ended as of December 31, 2024.

The IRA is expected to substantially increase PDP's risk exposure in 2025.

In the meantime, Part D risk sharing program thresholds would be applied to the increased Part D plan costs, so the plan cost at risk will be much greater before any risk sharing kicks in.

For example, as a result of Medicaid reprocurement process in California, in January 2024 our subsidiary, Health Net of California, began subcontracting a portion of its Medicaid membership in Los Angeles, which reduced our membership compared to December 2023.

For example, our wholly owned subsidiary, Health Net Life Insurance Company (HNL), is and may continue to be subject to such disputes with respect to HNL's payment levels in connection with the processing of out-of-network provider reimbursement claims for the provision of certain substance abuse related services.

In the event HNL receives an adverse finding in any related legal proceeding or from a regulator or is otherwise required to reimburse providers for these claims at rates that are higher than expected or for claims HNL otherwise believes are unallowable, our financial condition and results of operations may be materially adversely affected.

If eligibility for the enhanced advance premium tax credit for Marketplace members expires without renewal or the eligibility for the credit is modified or delayed, our results of operations, financial condition, and cash flows could be materially and adversely affected.

In August 2022, the U.S. federal government enacted the Inflation Reduction Act, which, among other things, extended eligibility for the enhanced advance premium tax credit for Marketplace members.

This enhanced credit expires on December 31, 2025, and if it is not renewed or extended, or if eligibility for this enhanced credit is limited, or if such renewal or extension is delayed, it could materially adversely impact our Marketplace membership.

Submissions of the product design and pricing for the Marketplace product for the following calendar year is generally due to our state regulators in the summer.

If the modifications or renewal of the credit is not known at that time, we may not be able to price our products appropriately or be able to change our product pricing or strategy in response to such modifications, which could materially adversely impact our Marketplace membership, financial condition and cash flows.

Additionally, as a result of the CMS Medicare Advantage 2025 rate actions, combined with our quality scores, we have established a premium deficiency reserve in connection with the 2025 Medicare Advantage business as of December 31, 2024.

The HHS additionally indicated that it would consider a limited number of premium assistance demonstration proposals from states that want to privatize Medicaid expansion.

Litigation challenging Section 1115 waiver activity for both new and previously approved waivers is expected to continue both through administrative actions and the courts.

Additionally, the U.S. Department of Labor issued a final rule on June 19, 2018, which expanded flexibility regarding the regulation and formation of association health plans (AHPs) provided by small employer groups and associations.

On June 13, 2019, the HHS, the U.S. Department of Labor and the U.S. Treasury issued a final rule allowing employers of all sizes that do not offer a group coverage plan to fund a new kind of health reimbursement arrangement (HRA), known as an individual coverage HRA (ICHRA).

Beginning January 1, 2020, employees became able to use employer-funded ICHRAs to buy individual-market insurance, including insurance purchased on the public exchanges formed under the ACA.

It remains uncertain whether or when the current or future administrations will propose changes to these insurance plan options that are not required to meet ACA requirements, and what the impact of such potential changes may be.

The following discussion and analysis does not include certain items related to the year ended December 31, [removed: 2022,] [added: 2023,] including year-to-year comparisons between the year ended December 31, [removed: 2023] [added: 2024] and the year ended December 31, [removed: 2022.][added: 2023.]

For a comparison of our results of operations for the fiscal years ended December 31, [removed: 2023] [added: 2024] and December 31, [removed: 2022,] [added: 2023,] see Item 7.

Management's Discussion and Analysis of Financial Condition and Results of Operations of our Annual Report on Form 10-K for the year ended December 31, [removed: 2023,] [added: 2024,] filed with the SEC on February [removed: 20, 2024.*][added: 18, 2025.*]

[removed: Our uniquely local approach –] [added: We believe the best way to deliver healthcare is] with [added: a personal approach, with] local brands and local teams who live in, care about and directly influence the communities they serve – [removed: is] a key differentiator in our ability to provide access to quality care [removed: to] [added: for] our members.

[removed: We were the largest Marketplace carrier, serving 4.4] [added: As of December 31, 2025, we served 12.5] million [added: Medicaid] members [added: in 30 states, 5.5 million Marketplace members] across 29 states, [removed: served 1.1] [added: 1.0] million Medicare Advantage members across [removed: 37] [added: 32] states and [removed: were the largest stand-alone] [added: 8.1 million] Medicare Prescription Drug Plan (PDP) [removed: provider serving 6.9 million] members in 50 states and the District of Columbia.

During 2023, we recorded a reduction to the previously reported gain of $22 million, or $10 million [removed: after-tax, due to the finalization of working capital adjustments.][added: after-tax.]

[removed: Regulatory Trends] [added: Trends] and Uncertainties

The American Rescue Plan Act (ARPA), enacted in March 2021, initially enhanced eligibility for [removed: the premium tax credit] [added: APTCs] for enrollees in the Health Insurance Marketplace.

The enhanced eligibility extended by the Inflation Reduction Act (IRA), enacted in August 2022, [removed: expires] [added: expired] at the end of 2025.

The IRA significantly [removed: changes] [added: changed] Medicare [added: Part D, impacting stand-alone Medicare] PDPs [added: as well as the Part D benefit] in [added: many of our Medicare Advantage plans beginning in] 2025, most notably by eliminating the coverage gap and capping members' annual out-of-pocket [removed: cost] [added: costs] at $2,000 in order to provide more predictable and affordable prescription drug coverage for Medicare beneficiaries.

[removed: The] [added: Additionally, the] IRA changes effective for 2025 result in a meaningful shift in cost-sharing responsibilities between members, drug companies, CMS, and PDPs and [removed: will result in] [added: have led to] a significant increase in our premiums in consideration for our PDPs responsibility for a larger portion of total Part D benefit costs.

In addition, [removed: newly finalized Centers for] [added: the CMS calendar year 2025] Medicare and [removed: Medicaid Services (CMS)] [added: Part D policy rule and finalized] regulations will require beneficiaries dually enrolled in Medicare and in a Medicaid [removed: Managed Care Plan] [added: managed care plan] to receive integrated care through the Medicaid company's Medicare Advantage Dual Eligible Special Needs Plans (D-SNPs) beginning in 2030, with certain restrictions beginning in 2027.

We believe we are positioned well given our overlapping Medicaid and Medicare Advantage footprints and [removed: are committed] [added: we will continue] to [removed: navigating evolving regulations.][added: place enterprise-level focus on the D-SNP opportunity to drive long-term growth.]

We [removed: have four decades of experience, spanning seven presidents from both sides] [added: remain focused on our promise] of [removed: the aisle, in] delivering high-quality healthcare services on behalf of states and the federal government to under-insured [added: families] and [removed: uninsured families,] commercial organizations.

[removed: This expertise has] [added: Our decades of experience and deep industry knowledge have] allowed us to deliver cost-effective services to our government partners and our members.

With [removed: trends in] [added: a focus on] the personalization of healthcare technology, we continue the use of data and analytics to improve the provider and member experience.

We continue to believe we have both the capacity and capability to successfully navigate industry changes to the benefit of our members, customers, providers and [removed: shareholders.][added: shareholders through program and bid design, product placement and other strategic factors.]

Our financial performance for [removed: 2024] [added: 2025] is summarized as follows:

- Year-end membership of [removed: 28.6] [added: 27.6] million, [removed: an increase] [added: a decrease] of [removed: 1.1 million] [added: 967 thousand] members, or [removed: 4%] [added: 3%] over [removed: 2023.][added: 2024.]

- Total revenues of [removed: $163.1] [added: $194.8] billion, representing [removed: 6%] [added: 19%] growth year-over-year.

- Premium and service revenues of [removed: $145.5] [added: $174.6] billion, representing [removed: 4%] [added: 20%] growth year-over-year.

- HBR of [removed: 88.3%] [added: 91.9%] for [removed: 2024,] [added: 2025,] compared to [removed: 87.7%] [added: 88.3%] for [removed: 2023.][added: 2024.]

- SG&A expense ratio of [removed: 8.5%] [added: 7.4%] for [removed: 2024,] [added: 2025,] compared to [removed: 9.0%] [added: 8.5%] for [removed: 2023.][added: 2024.]

- Adjusted SG&A expense ratio of [removed: 8.5%] [added: 7.4%] for [removed: 2024,] [added: 2025,] compared to [removed: 8.9%] [added: 8.5%] for [removed: 2023.][added: 2024.]

- [removed: Diluted] [added: Adjusted diluted] earnings per share (EPS) of [removed: $6.31 for 2024, compared to $4.95] [added: $2.08] for [removed: 2023.][added: 2025.]

- Operating cash flows of [removed: $154 million] [added: $5.1 billion] for [removed: 2024,] [added: 2025,] compared to [removed: $8.1 billion] [added: $154 million] for [removed: 2023.][added: 2024.]

A reconciliation from GAAP diluted [removed: EPS] [added: earnings (loss) per share] to [removed: Adjusted Diluted] [added: adjusted diluted] EPS is highlighted below, and additional detail is provided under the heading "*Non-GAAP Financial Presentation*":

We reference [added: the] adjusted SG&A expense ratio defined as adjusted SG&A expenses, which excludes acquisition and divestiture related expenses and other items, divided by premium and service revenues.

| | | | [removed: 2024] | | | [added: 2025] | | | [removed: 2023] | | | [added: 2024] | | | [added: | | | 2023 | | |]

| GAAP diluted [removed: EPS] [added: earnings (loss) per share] attributable to Centene | | | $ | [removed: 6.31] [added: (13.53)] | | | | | $ | [removed: 4.95] [added: 6.31] | | | | |

| Amortization of acquired intangible assets | | | [removed: 1.32] [added: 1.39] | | | | | | 1.32 | | | | | |

| Acquisition and divestiture related expenses | | | [removed: 0.16] [added: 0.01] | | | | | | [removed: 0.13] [added: 0.16] | | | | | |

| Other adjustments (1) | | | [removed: (0.22)] [added: 14.86] | | | | | | [removed: 0.85] [added: (0.22)] | | | | | |

| Income tax effects of adjustments (2) | | | [removed: (0.40)] [added: (0.64)] | | | | | | [removed: (0.57)] [added: (0.40)] | | | | | |

| Adjusted diluted EPS | | | $ | [removed: 7.17] [added: 2.08] | | | | | $ | [removed: 6.68] [added: 7.17] | | | | |

[removed: (a)] [added: (b)] net gain on the previously reported divestiture of Magellan Specialty Health due to the achievement of contingent consideration and finalization of working capital adjustments of $83 million, or $0.16 per share ($0.12 after-tax), net gain on the sale of property of $24 million, or $0.04 per share ($0.03 after-tax), gain on the previously reported divestiture of Circle Health of $20 million, or $0.04 per share ($0.12 after-tax), gain on the sale of CHS of $17 million, or $0.03 per share ($0.02 after-tax), Health Net Federal Services asset impairment due to the 2024 final ruling on the TRICARE Managed Care Support Contract of $14 million, or $0.03 per share ($0.02 after-tax), severance costs due to a restructuring of $13 million, or $0.02 per share ($0.01 after-tax), an additional loss on the divestiture of our Spanish and Central European businesses of $7 million, or $0.01 per share ($0.01 after-tax) and gain on the previously reported divestiture of HealthSmart due to the finalization of working capital adjustments of $7 million, or $0.01 per share ($0.01 after-tax).

[removed: In addition, the] [added: The] year ended December 31, 2024, includes a tax benefit of $1 million, or $0.00 per share, related to tax adjustments on previously reported divestitures.

[removed: The] [added: In addition, the] year ended December 31, [removed: 2023] [added: 2025,] includes a [removed: one-time income] tax benefit of [removed: $69 million, or $0.13 per share, resulting from the distribution of long-term stock awards to the estate of the Company's former CEO and tax expense of $3] [added: $4] million, or $0.01 per share, related to tax adjustments on previously reported [removed: divestitures.][added: divestitures and impacts of the OBBBA.]

The following items contributed to our [removed: 2024] [added: 2025] results of operations as compared to the previous year:

The [removed: initial] contract [removed: term is five years and includes] [added: has a five-year term, with] the option [removed: for two subsequent, one-year renewals,] [added: of a two-year extension,] for a [removed: potential] total of seven [added: possible contract] years.

As the nation's largest managed care company focused on underserved populations, we are committed to helping people live healthier lives.

Our state-based plans are built on community expertise and backed by the depth, breadth, and experience of a leading national company.

Our model is structured around partnership.

By working hand-in-hand with providers, policymakers, and communities, we connect people to what matters most – not just healthcare, but essentials like food, housing, utilities, and transportation – to drive meaningful health outcomes.

With our scale and expertise, we are not only improving lives but also shaping the future of healthcare.

From leveraging data to drive better outcomes across the nation to creating innovative programs to address barriers to care, we hope to redefine the healthcare experience.

Our data and insights give us a powerful opportunity to anticipate needs, personalize care, and build a more affordable and effective healthcare system for tomorrow.

Based on the most recent publicly available membership data, we are the nation's largest Medicaid and Marketplace insurer, as well as the largest stand-alone PDP provider.

Our Medicare Advantage business includes one of the highest concentrations of D-SNP members among our peers, aligned with our focus on low-income, complex populations.

During 2025, we recorded a favorable adjustment to the gain on sale of Magellan Rx of $2 million, or $1 million after-tax.

In December 2025, we signed a definitive agreement to divest the remaining Magellan Health businesses.

As a result, we recorded non-cash impairment charges associated with the pending divestiture totaling $513 million, or $389 million after-tax.

Operating

In 2025, we have experienced an accelerated increase in medical cost trend.

The drivers of this trend include increasing medical demand, expanded access to care facilitated by program changes at the state level, and the rapid release and availability of new, high-cost pharmaceuticals.

Increasingly, state healthcare policies are providing for expanded access through carve-ins for incremental coverage (for example, behavioral healthcare and home and community-based services).

The medical cost drivers are likely intensified by an environment where legislative changes to the United States healthcare model have been widely publicized (and with increasing intensity over the last year).

Changes to the model include references to members in certain programs who may lose eligibility and certain provider reimbursement models that may be reduced in the future.

Changes in Medicaid and Marketplace, including changes in the availability of Enhanced Advance Premium Tax Credits (APTCs) for Marketplace products coupled with the One Big Beautiful Bill Act (OBBBA), create member uncertainty surrounding the future availability, affordability, funding, and access to health insurance.

This backdrop may be prompting members to seek care at an increased rate (given potential eligibility and subsidy funding shifts) and providers may be modifying operations and billing practices, all further exacerbating the medical cost trend.

We continue to work with our state partners to establish Medicaid premium rates that appropriately match the acuity of the population as well as reflect the most recent medical cost trend.

We also provide states with data to help them analyze the implications of policy decisions as well as design effective risk adjustment programs.

In Marketplace, we completed the process of refiling 2026 policy year rates during the third quarter of 2025 to reflect a higher projected baseline of Marketplace morbidity than previously expected.

During the third quarter of 2025, we reacted to an evolving regulatory and market environment and took corrective pricing actions for 2026 in states covering 95% of Marketplace membership.

Additionally, we are committed to ensuring that the affordability of healthcare is maintained for our government partners and members and continue to address the cost trend through the implementation of new clinical initiatives and care management plans, thoughtful network design, and ongoing rigor and innovation to combat fraud, waste and abuse.

Regulatory: Medicaid

We anticipate that future reductions could occur resulting from ongoing state redetermination processes.

The OBBBA, passed in July 2025, includes requirements that may reduce the number of members eligible for state Medicaid Expansion programs by requiring work or community engagement by members and for state Medicaid agencies to redetermine member eligibility at more frequent intervals, along with adding a "Cost Sharing" or "Co-Pay" for certain medical services.

These changes could have the effect of increasing the overall morbidity of the Medicaid Expansion population largely beginning in 2027, subject to state implementation plans.

Several other provisions of the OBBBA, such as adjustments to provider taxes and state directed payments beginning in 2028, may have the effect of reducing the amount of federal funding for Medicaid, which could result in changes in the design of Medicaid programs, including coverage of benefits, eligibility, and/or provider payment rates.

In particular, New York intends to terminate its Essentials Plan-5, which provided state-subsidized healthcare for individuals from 200% to 250% of the Federal Poverty Level (FPL).

The OBBBA also includes a restriction against paying certain providers designated as "prohibited entities" as of October 1, 2025, which has the potential to create access to care issues and network gaps.

The timing of regulatory guidance and other rulemaking changes will be critical to ensuring state and MCO implementation readiness.

Regulatory: Commercial

While enhanced eligibility has expired, APTCs are still in force and provide meaningful subsidies to eligible members.

The Marketplace Integrity and Affordability Final Rule (Final Rule) was published in the Federal Register on June 25, 2025.

The Final Rule makes changes to policies to strengthen program integrity measures in the Marketplace.

For example, the Special Enrollment Period for those under 150% of the FPL has been repealed beginning August 25, 2025.

Several of the provisions of the Final Rule have been stayed due to ongoing litigation.

These include a requirement for certain consumers who automatically re-enroll into a fully subsidized Marketplace plan to be re-enrolled into the same plan with a $5 premium until the consumer updates their exchange application to confirm APTC eligibility.

We are a leading healthcare enterprise that is committed to helping people live healthier lives.

The Company takes a local approach – with local brands and local teams – to provide fully integrated, high-quality and cost-effective services to government-sponsored and commercial healthcare programs, focusing on under-insured and uninsured individuals.

Centene treats the whole person, an approach that is delivered locally and backed by the scale of Centene's expertise, data and resources.

Through this approach and our commitment to sustainable partnerships, we work with local community organizations to realize our mission of transforming the health of the communities we serve, one person at a time.

Our record of organic growth and strategic acquisitions have given us the size, scale and privilege of providing local high-quality and affordable health care to more than 28.6 million Americans.

As of December 31, 2024, we were the largest Medicaid health insurer in the country, serving more than 13 million Medicaid recipients in 30 states.

Consistent with our strategy, we have reduced our Medicare Advantage footprint to 32 states as of January 1, 2025.

In November 2022, we divested our ownership stakes in our Spanish and Central European businesses and as a result recorded an impairment charge of $163 million, or $140 million after-tax.

During 2023, we recognized an additional loss on sale of $13 million, or $10 million after-tax.

In January 2023, we also completed the divestitures of Centurion and HealthSmart and recorded impairments of $259 million ($181 million after-tax) and $36 million ($27 million after-tax), respectively, in 2022.

During 2023, we recognized a gain of $15 million, or $10 million after-tax, on the divestiture of the Centurion business reflecting additional proceeds for contingent consideration, partially offset by net working capital adjustments.

In June 2023, we completed the divestiture of our majority stake in Apixio and recognized a gain of $93 million, or $67 million after-tax.

In December 2023, we completed the divestiture of Operose Health Group (Operose Health) and recognized an impairment of $140 million, or $128 million after-tax.

The United States government, policymakers and healthcare experts continue to discuss and debate various elements of the United States healthcare model.

We remain focused on the promise of delivering access to high-quality, affordable healthcare to all of our members and believe we are well positioned to meet the needs of the changing healthcare landscape.

While some states may still be concluding the redetermination process for certain populations of members, we anticipate that any remaining reductions will be limited as the majority of states have substantially completed their unwinding processes as of December 2024.

We continue to work with our state partners to match rates to acuity post-redeterminations.

However, some states have already moved or are planning to exclusively align dual-eligible enrollment under an aligned D-SNP before this timeframe.

We also closely monitor state legislation across our markets and are advocating for and seeing adoption of coverage expansions for Medicaid populations (e.g., North Carolina), postpartum (now in effect for 48 states, the District of Columbia and the U.S. Virgin Islands), foster care children, among others, as well as mitigating adverse legislation addressing pharmacy, prior authorization and other issues.

The Consolidated Appropriations Act, 2023 outlined key coverage expansion provisions, which went into effect in January 2024, requiring states to provide 12 months of continuous coverage for children under Medicaid and the Children's Health Insurance Program (CHIP).

2024 Highlights

- Adjusted diluted EPS of $7.17 for 2024, compared to $6.68 for 2023, representing 7% growth year-over-year.

2023:

(b) Circle Health impairment of $292 million, or $0.53 per share ($0.47 after-tax), Operose Health impairment of $140 million, or $0.26 per share ($0.24 after-tax), real estate impairments of $105 million, or $0.19 per share ($0.16 after-tax), gain on the sale of Apixio of $93 million, or $0.17 per share ($0.12 after-tax), severance costs due to a restructuring of $79 million, or $0.15 per share ($0.11 after-tax), gain on the sale of Magellan Specialty Health of $79 million, or $0.14 per share ($0.11 after-tax), a reduction to the previously reported gain on the sale of Magellan Rx of $22 million, or $0.04 per share ($0.02 after-tax), gain on the previously reported divestiture of Centurion of $15 million, or $0.03 per share ($0.02 after-tax) and an additional loss on the divestiture of our Spanish and Central European businesses of $13 million, or $0.02 per share ($0.01 after-tax).

- In January 2024, our subsidiary, Nebraska Total Care, commenced the statewide Medicaid managed care contract to continue serving the state's Medicaid Managed Care Program, known as Heritage Health.

- In January 2024, our California health plan commenced direct Medicaid contracts in 10 counties (Los Angeles, Sacramento, Amador, Calaveras, Inyo, Mono, San Joaquin, Stanislaus, Tulare and Tuolumne).

In Los Angeles, a portion of the membership is subcontracted.

Prior to January 2024, our California health plan previously served the state's Medicaid Managed Care population with contracts in 13 counties, including San Diego.

- In December 2023, our subsidiaries, Carolina Complete Health and WellCare of North Carolina, began providing coverage under North Carolina's new Medicaid Expansion program.

- In September 2023, our subsidiary, Superior, commenced a new six-year contract awarded by the Texas Health and Human Services Commission to continue providing youth in foster care with healthcare coverage through the STAR Health Medicaid program.

Superior has been the sole provider of STAR Health coverage since the program launched in 2008.

- In April 2023, eligibility redeterminations related to the PHE began.

States have substantially completed their unwinding processes as of December 2024.

- In April 2023, the state of New York removed pharmacy services for certain of our managed care contracts in connection with the state's transition of pharmacy services to Medicaid fee-for-service.

- The decrease in our Star quality ratings in the 2023 rating year, which CMS published in October 2022, adversely impacted our 2024 Medicare revenue.

The decrease in Star quality ratings was driven by the expiration of certain disaster relief provisions as well as deterioration in select metrics.

As a result of this impact, we recorded a premium deficiency reserve of $250 million in the fourth quarter of 2023.

We anticipate that the 2025 Plan year will operate at a loss driven primarily by Star ratings; accordingly, we recorded a premium deficiency reserve of $92 million in the fourth quarter of 2024.

- In 2024, our Health Insurance Marketplace product, Ambetter Health expanded into Delaware.

In total, the Marketplace plan was available across 29 states.

As of December 31, [removed: 2024,] [added: 2025,] we had short-term investments of [removed: $2.6] [added: $2.4] billion and long-term investments of [removed: $18.8] [added: $18.4] billion, including restricted deposits of $1.4 billion.

Assuming a hypothetical and immediate 1% increase in market interest rates at December 31, [removed: 2024,] [added: 2025,] the fair value of our fixed income investments would decrease by approximately [removed: $665] [added: $650] million.

[removed: Our uniquely local approach –] [added: We believe the best way to deliver healthcare is] with [added: a personal approach, with] local brands and local teams who live in, care about and directly influence the communities they serve – [removed: is] a key differentiator in our ability to provide access to quality care [removed: to] [added: for] our members.

During [removed: 2024,] [added: 2025,] we operated in four segments: Medicaid, Medicare, Commercial and Other.

- Medicare - includes Medicare Advantage, [removed: Medicare Supplement,] Dual Eligible Special Needs Plans [removed: (D-SNPs) and] [added: (D-SNPs),] Medicare Prescription Drug Plans (PDP), also known as Medicare Part [removed: D.][added: D, and Medicare Supplement.]

- Commercial - includes the Health Insurance Marketplace product along with [removed: individual, small group] [added: individual] and [removed: large group] commercial [removed: health insurance] [added: group, Individual Coverage Health Reimbursement Arrangement (ICHRA) and other off-exchange individual] products.

- Other - includes our [added: specialty] pharmacy operations, [removed: Envolve Benefit Options'] vision and dental services, clinical healthcare, behavioral health, [removed: the TRICARE program,] and [removed: corporate management companies,] [added: centralized services,] among others.

For the year ended December 31, [removed: 2024,] [added: 2025,] our Medicaid, [removed: Medicare, Commercial] [added: Commercial, Medicare] and Other segments accounted for [removed: 62%, 14%, 21%] [added: 57%, 21%, 19%] and 3%, respectively, of our total external revenues.

Our membership totaled [removed: 28.6] [added: 27.6] million as of December 31, [removed: 2024.][added: 2025.]

For the year ended December 31, [removed: 2024,] [added: 2025,] our total revenues [removed: and net earnings attributable to Centene] were [removed: $163.1] [added: $194.8] billion and [removed: $3.3 billion, respectively, and] our total cash flow from operations was [removed: $154 million.][added: $5.1 billion.]

- Medicaid Expansion covers [removed: all] individuals under age 65 with incomes up to 138% of the federal poverty level, subject to each state's election.

- LTSS [removed: is] [added: refers to] a [removed: Medicaid product] [added: set of Medicaid-covered services] that [removed: covers] [added: include] Institutional/Residential Care [removed: (Nursing] [added: (such as Nursing] and Intermediate Care Facilities) and Home and Community Based Services (HCBS) for [removed: beneficiaries requiring] [added: individuals who need] assistance with [removed: their] activities of daily living.

The largest [removed: groups receiving LTSS, by spending, are] [added: share of LTSS spending is for] older [removed: individuals] [added: adults] and individuals with physical disabilities, followed by individuals with intellectual and developmental disabilities, [removed: those with] serious mental illness [removed: and/or serious emotional disturbance and] [added: or] other [removed: populations.][added: complex needs.]

[removed: The federal government has enacted legislation establishing requirements for state] [added: Federal] child welfare [removed: agencies related] [added: legislation requires states] to [added: address] the health and well-being of children in foster [removed: care, including the provision of grants] [added: care] and [added: provides funding and] technical assistance to [removed: enable states to meet] [added: support] these [removed: needs and make explicit connections] [added: efforts in coordination] with Medicaid.

[removed: In addition, under the ACA, former foster care children are eligible for Medicaid until] [added: Under] the [added: Affordable Care Act (ACA), youth who] age [added: out] of [removed: 26, provided that they turned 18 while in] foster care [added: at 18] and were [removed: enrolled] in Medicaid at [removed: that time.][added: the time, are eligible for Medicaid coverage until age 26.]

According to CMS, there were [removed: more than] [added: approximately] 12 million dual-eligible enrollees in [removed: 2023.][added: 2025.]

Dual-eligibles use more services due to their tendency to have more chronic health [removed: issues.][added: conditions.]

We serve dual-eligibles primarily through our [removed: ABD, LTSS, MMP] [added: ABD] and [added: LTSS programs and through integrated] Medicare [added: products such as Medicare] Advantage [removed: D-SNPs lines of business.][added: D-SNPs.]

Based on [removed: these trends,] [added: continued market growth,] we believe a significant market opportunity exists for managed care organizations (MCOs) with operations and programs focused on the distinct socio-economic, cultural and healthcare needs of the uninsured population and the Medicaid populations.

We are the largest Medicaid health insurer in the country, serving [removed: 13] [added: 12.5] million Medicaid [removed: recipients] [added: members] in 30 states as of December 31, [removed: 2024.][added: 2025.]

Our Medicaid contracts with the states of Florida and New York accounted for approximately 10% or more of our consolidated Medicaid premium revenues individually in the year ended December 31, [removed: 2024.][added: 2025.]

Over 40% of Medicare spend in [removed: 2023] [added: 2024] was in Medicare fee-for-service, representing a notable market opportunity to increase penetration of the Medicare Advantage products.

As of December 31, [removed: 2024,] [added: 2025,] we served [removed: 1.1] [added: 1.0] million Medicare Advantage members across [removed: 37] [added: 32] states, primarily under the brand name [removed: Wellcare, with the highest concentration of lower-income, complex members compared to our peers.][added: Wellcare.]

[removed: Recently finalized] CMS regulations are promoting greater alignment and integration for dual-eligible members across both programs, whereby full dual beneficiaries would be enrolled under the same company's Medicaid and Medicare plan, improving the quality of care and overall member experience.

With over 70% of the approximately 12 million fully-eligible duals population not in [removed: fully-integrated coverage arrangements,] [added: integrated care plans,] we see significant opportunity to advance care management, improve member engagement and improve the affordability of healthcare through this process.

Fully Integrated Dual Eligible (FIDE) plans provide Medicaid and Medicare benefits, including LTSS [removed: and/or behavior] [added: and behavioral] health through one plan under one legal entity.

Accordingly, we have been refining our Medicare footprint to overlap more closely with our Medicaid presence to provide D-SNP offerings that support [removed: alignment.][added: alignment and have one of the highest D-SNP concentrations among our peers.]

[removed: Newly finalized] CMS regulations will require beneficiaries dually enrolled in Medicare and in a Medicaid managed care plan to receive integrated care through the Medicaid company's Medicare Advantage D-SNPs beginning in 2030, with certain restrictions beginning in 2027.

The Medicare Part D prescription drug benefit is supported by risk sharing with the federal government through risk corridors designed to limit the losses and gains of the participating drug plans [removed: and] by providing a portion of reinsurance for catastrophic drug costs.

Our [removed: 2025] [added: 2026] PDP bids [added: were below the benchmarks for all 34 CMS regions, compared to our 2025 PDP bids, which] resulted in 33 of [removed: the] 34 CMS regions for which we were below the benchmarks and one region for which we were above the [removed: benchmark, compared to 30 of 34 CMS regions for which we were below the benchmark for the 2024 PDP bids.][added: benchmark.]

The Inflation Reduction Act (IRA) significantly [removed: changes] [added: changed] Medicare [added: Part D, impacting stand-alone Medicare] PDPs [added: as well as the Part D benefit] in [added: many of our Medicare Advantage plans beginning in] 2025, most notably by eliminating the coverage gap and capping members' annual out-of-pocket [removed: cost] [added: costs] at $2,000 in order to provide more predictable and affordable prescription drug coverage for Medicare beneficiaries.

The IRA changes effective for 2025 [removed: result] [added: resulted] in a meaningful shift in cost-sharing responsibilities between members, drug companies, CMS, and PDPs and [removed: will result] [added: have resulted] in a significant increase in our premiums in consideration for our [removed: PDPs] [added: PDPs'] responsibility for a larger portion of total Part D benefit costs.

We began providing PDP coverage in 2006 and [removed: offer stand-alone PDPs in 50 states and the District of Columbia with a priority on] [added: have continued to prioritize] plans [removed: that offer] [added: offering] low premiums, [removed: deductibles,] [added: deductibles] and cost sharing.

We offer commercial health insurance products to individuals through the ACA Health Insurance Marketplace, and through large and small employer [removed: groups.][added: groups in limited areas.]

Temporary enhanced subsidies were made available by the American Rescue Plan Act (ARPA), which were further extended through 2025 pursuant to the [removed: Inflation Reduction Act.][added: IRA.]

We are the largest Marketplace carrier, serving [removed: 4.4] [added: 5.5] million members across 29 states as of December 31, [removed: 2024,] [added: 2025,] under the brand name Ambetter Health.

We see an opportunity for market disruption of employer-sponsored insurance through [removed: Individual Coverage Health Reimbursement Arrangements (ICHRAs).][added: ICHRAs.]

Using an ICHRA allows employees to tap into a [removed: more] competitive [removed: health plan] marketplace and a [added: risk pool] larger [added: than the employer's] risk [removed: pool,] [added: pool] creating [removed: stronger potential] [added: the opportunity] for lower, more [removed: stable premiums.][added: consistent premiums each year.]

Given the full commercial group market covers over 170 [removed: million,] [added: million Americans,] we see a significant addressable market over the long term.

We [removed: have launched] [added: operated] plans designed to attract ICHRA membership in off-exchange plans in 6 states in [removed: 2025.][added: 2025, and expanded coverage to 13 states in 2026.]

- *Behavioral Health.* Magellan Health, Inc. [removed: (Magellan)] [added: (Magellan Health)] supports innovative ways of accessing better health through technology, while remaining focused on the critical personal relationships that are necessary to achieve a healthy, vibrant life.

Magellan's customers include health plans and other MCOs, employers, labor unions, various military and state and federal governmental [removed: agencies] [added: agencies,] and third-party administrators.

As the nation's largest managed care company focused on underserved populations, Centene is committed to helping people live healthier lives.

Our state-based plans are built on community expertise and backed by the depth, breadth, and experience of a leading national company.

Our model is structured around partnership.

By working hand-in-hand with providers, policymakers, and communities, we connect people to what matters most – not just healthcare, but essentials like food, housing, utilities, and transportation – to drive meaningful health outcomes.

With our scale and expertise, we are not only improving lives but also shaping the future of healthcare.

From leveraging data to drive better outcomes across the nation to creating innovative programs to address barriers to care, we hope to redefine the healthcare experience.

Our data and insights give us a powerful opportunity to anticipate needs, personalize care, and build a more affordable and effective healthcare system for tomorrow.

We signed a definitive agreement to divest the remaining Magellan Health businesses in December 2025.

Based on the most recent publicly available membership data, we are the nation's largest Medicaid and Marketplace insurer, as well as the largest stand-alone PDP provider.

Our Medicare Advantage business includes one of the highest concentrations of D-SNP members among our peers, aligned with our focus on low-income, complex populations.

Many states are increasingly adopting managed care models (MLTSS) to provide coordinated, person-centered care and expand access to HCBS.

- Most children in foster care are categorically eligible for Medicaid under federal law.

We operated MMPs, which ended on December 31, 2025, as CMS transitioned to D-SNP-based integration.

CMS estimates Medicaid spending will grow at an average annual rate of 7% to $1.5 trillion by 2031.

The One Big Beautiful Bill Act (OBBBA), passed in July 2025, includes requirements that may reduce the number of members eligible for state Medicaid Expansion programs by requiring work or community engagement by members and for state Medicaid agencies to redetermine member eligibility at more frequent intervals, along with adding a "Cost Sharing" or "Co-Pay" for certain medical services.

These changes could have the effect of increasing the overall morbidity of the Medicaid Expansion population largely beginning in 2027, subject to state implementation plans.

Several other provisions of the OBBBA, such as adjustments to provider taxes and state directed payments beginning in 2028, may have the effect of reducing the amount of federal funding for Medicaid, which could result in changes in the design of Medicaid programs, including coverage of benefits, eligibility, and/or provider payment rates.

In particular, New York intends to terminate its Essentials Plan-5, which provided state-subsidized healthcare for individuals from 200% to 250% of the Federal Poverty Level (FPL) by July 1, 2026.

The OBBBA also includes a restriction against paying certain providers designated as "prohibited entities" as of October 1, 2025, which has the potential to create access to care issues and network gaps.

The timing of regulatory guidance and other rulemaking changes will be critical to ensuring state and MCO implementation readiness.

CMS estimates Medicare spending will grow at an average annual rate of 8% to $1.9 trillion by 2031.

*Medicare Advantage*

The members' Part D annual out-of-pocket cap for 2026 is $2,100.

Starting in 2026, CMS created a Drug Subsidy to compensate plans for the loss of the Manufacturer Discount Program (MDP) for maximum fair price drugs.

To help mitigate significant premium impacts and address these changes, CMS introduced the Medicare Part D Premium Stabilization Demonstration program.

This program began in calendar year 2025 and was intended by CMS to exist for three years.

The parameters of the program are expected to be different each year.

For example, in 2025, participating PDPs operated under narrowed risk corridor thresholds as part of the supports CMS introduced to limit market volatility.

For 2026, CMS eliminated these narrowed risk corridors entirely, shifting PDPs back toward standard program financial risk‑sharing.

We continue to advocate for policies that promote cost-effective, high-quality care for our PDP enrolled members.

We offer stand-alone PDPs in 50 states and the District of Columbia and served 8.1 million members as of December 31, 2025, making us the country's largest stand-alone PDP provider.

Integrated D-SNPs are designed to enhance the coordination of care and streamline services while delivering improved outcomes.

The enhanced eligibility extended by the IRA expired at the end of 2025.

While enhanced eligibility has expired, APTCs are still in force and provide meaningful subsidies to eligible members.

The Marketplace Integrity and Affordability Final Rule (Final Rule) was published in the Federal Register on June 25, 2025.

The Final Rule makes changes to policies to strengthen program integrity measures in the Marketplace.

For example, the Special Enrollment Period for those under 150% of the FPL has been repealed beginning August 25, 2025.

Several of the provisions of the Final Rule have been stayed due to ongoing litigation.

These include a requirement for certain consumers who automatically re-enroll into a fully subsidized Marketplace plan to be re-enrolled into the same plan with a $5 premium until the consumer updates their exchange application to confirm APTC eligibility.

Additionally, exchanges may no longer accept a consumer's self-attestation of projected annual household income when the Internal Revenue Service (IRS) cannot verify it due to lack of tax return data; rather, exchanges must verify household income using other trusted data sources.

Centene is a leading healthcare enterprise that is committed to helping people live healthier lives.

The Company takes a local approach – with local brands and local teams – to provide fully integrated, high-quality and cost-effective services to government-sponsored and commercial healthcare programs, focusing on under-insured and uninsured individuals.

Centene treats the whole person, an approach that is delivered locally and backed by the scale of Centene's expertise, data and resources.

Through this approach and our commitment to sustainable partnerships, we work with local community organizations to realize our mission of transforming the health of the communities we serve, one person at a time.

We are focused on making strategic decisions and investments to create additional value in the short-term and to seek opportunities that position the organization for long-term strength, profitability, growth and innovation.

In addition to creating shareholder value, we are modernizing and improving how we work in order to propel our organization to new levels of success and elevate the member and provider experiences.

The federal government pays 90% of the costs for Medicaid Expansion coverage for these beneficiaries.

States are increasingly turning to managed care as a solution to provide coordinated, holistic care to their LTSS beneficiaries.

- The majority of children in foster care qualify for Medicaid.

CMS estimates the total Medicaid program will grow from $877 billion in 2023 to $1.2 trillion by 2030.

Medicaid spending is projected to increase at an average annual rate of 5% between 2023 and 2030.

Additionally, approximately 40% of Medicaid spend in 2023 was in Medicaid fee-for-service.

The Congressional Budget Office estimates the total Medicare market will grow from $1.0 trillion in 2023 to $1.6 trillion by 2030.

Medicare spending is estimated to have increased 6% in fiscal 2024 and is projected to increase at an average annual rate of 7% between 2023 and 2030.

Consistent with our strategy, we have reduced our Medicare Advantage footprint to 32 states as of January 1, 2025.

We served 6.9 million members as of December 31, 2024, the country's largest PDP carrier.

- *Specialty Pharmacy.* AcariaHealth offers comprehensive specialty pharmacy services customized for complex and chronic conditions through enhanced patient care offerings and collaborative partnerships with providers to optimize patient outcomes.

- *Federal Services.* Health Net Federal Services had a Managed Support Contract in the West Region for the Department of Defense (DoD) TRICARE program.

We provided administrative services to Military Health System eligible beneficiaries, which included eligible active duty service members and their families, retired service members and their families, survivors of retired service members and qualified former spouses.

Our contract for health care delivery services concluded at the end of 2024.

We have deliberately increased our market density by expanding to serve other low-income and medically complex populations and, as a result, we are now the largest Medicaid health insurer and Marketplace carrier in the country with an established Medicare presence.

- centralized the oversight of core quality processes and programs, including the implementation of real-time operational dashboards to track numerous quality performance metrics;

- invested in new technology to enhance our access to clinical data on gaps in care, committed to integrating our numerous quality platforms into a single unified workflow and developed advanced analytics to more efficiently and effectively target our member engagement efforts for maximum impact on access, quality and member satisfaction;

- increased focus on member engagement, including tripling the capacity of our member outreach services to encourage active participation with their primary care physicians and other members of their care team and overhauling our onboarding process to focus on quality from the very first member touchpoint for Medicare; and

- prioritized strengthening relationships with providers to improve access and quality of care for our members; an essential strategy on this front is increasing our value-based provider engagements as those enhanced partnerships have proven to drive higher quality care.

We also continue to promote local participation in physician quality improvement committees chaired by local physician leaders, which ensures clinical oversight and is critical to the success of clinical quality improvement programs.

Accreditation is only one measure of our ability to provide access to quality care for our members.

Our program contains each of the seven elements suggested by these authorities.

These key components are:

The Framework enables us to communicate impact and progress on corporate sustainability matters important to our stakeholders and aligned with our business strategy and long-term plans.

Our corporate sustainability initiatives and commitments enable us to build healthier communities, empower health, foster a healthy environment and drive business accountability.

This includes, but is not limited to, the federal and state healthcare reform legislation described under the heading "Regulation." In addition, changes to the political environment may drive additional changes to the competitive landscape.

Before granting a contract, state and federal government agencies consider many competitive factors, including but not limited to, quality of care, access to care through comprehensive provider networks, reducing administrative burden for providers and members, financial condition, stability and resources, previous experience and performance and local investments and offerings.

We also compete to enroll new members and retain existing members.

We believe that the principal competitive features affecting our ability to retain and increase membership include the range and prices of benefit plans offered, size and quality of provider network, quality of service, quality ratings, responsiveness to customer demands, financial stability, comprehensiveness of coverage, diversity of product offerings, market presence and reputation.

We also compete with other MCOs in establishing provider networks.

We believe that we compete effectively against other healthcare industry participants.

Our government contracts have included government-sponsored managed care and administrative services contracts through the TRICARE program and certain other healthcare-related government contracts.

Our contract for health care delivery services through the TRICARE program concluded at the end of 2024.

Our overall compensation philosophy is to pay for performance by linking the achievement of both Company and individual goals to total compensation.

For the fiscal year ended December 31, [removed: 2024][added: 2025]

The aggregate market value of the voting and non-voting common equity held by non-affiliates of the registrant, based upon the last reported sale price of the common stock on the New York Stock Exchange on June 30, [removed: 2024,] [added: 2025,] was [removed: $34.9] [added: $26.7] billion.

As of February [removed: 14, 2025,] [added: 13, 2026,] the registrant had [removed: 496,044] [added: 491,771] thousand shares of common stock issued and outstanding.

Portions of the Proxy Statement for the registrant's [removed: 2025] [added: 2026] annual meeting of stockholders are incorporated by reference in Part III, Items 10, 11, 12, 13 and 14.

| Item 1. | | | | | | [removed: [Business](#i0a57242b1e6c4df692c5ad19ad95b449_22)] [added: [Business](#i04d2a4412e6545d4a8ef01efcdd2c162_22)] | | | [removed: [1](#i0a57242b1e6c4df692c5ad19ad95b449_22)] [added: [1](#i04d2a4412e6545d4a8ef01efcdd2c162_22)] | | |

| Item 1A. | | | | | | [Risk [removed: Factors](#i0a57242b1e6c4df692c5ad19ad95b449_25)] [added: Factors](#i04d2a4412e6545d4a8ef01efcdd2c162_25)] | | | [removed: [18](#i0a57242b1e6c4df692c5ad19ad95b449_25)] [added: [19](#i04d2a4412e6545d4a8ef01efcdd2c162_25)] | | |

| Item 1B. | | | | | | [Unresolved Staff [removed: Comments](#i0a57242b1e6c4df692c5ad19ad95b449_28)] [added: Comments](#i04d2a4412e6545d4a8ef01efcdd2c162_28)] | | | [removed: [37](#i0a57242b1e6c4df692c5ad19ad95b449_28)] [added: [38](#i04d2a4412e6545d4a8ef01efcdd2c162_28)] | | |

| Item 1C. | | | | | | [removed: [Cybersecurity](#i0a57242b1e6c4df692c5ad19ad95b449_31)] [added: [Cybersecurity](#i04d2a4412e6545d4a8ef01efcdd2c162_31)] | | | [removed: [37](#i0a57242b1e6c4df692c5ad19ad95b449_31)] [added: [38](#i04d2a4412e6545d4a8ef01efcdd2c162_31)] | | |

| Item 2. | | | | | | [removed: [Properties](#i0a57242b1e6c4df692c5ad19ad95b449_34)] [added: [Properties](#i04d2a4412e6545d4a8ef01efcdd2c162_34)] | | | [removed: [39](#i0a57242b1e6c4df692c5ad19ad95b449_34)] [added: [40](#i04d2a4412e6545d4a8ef01efcdd2c162_34)] | | |

| Item 3. | | | | | | [Legal [removed: Proceedings](#i0a57242b1e6c4df692c5ad19ad95b449_37)] [added: Proceedings](#i04d2a4412e6545d4a8ef01efcdd2c162_37)] | | | [removed: [39](#i0a57242b1e6c4df692c5ad19ad95b449_37)] [added: [40](#i04d2a4412e6545d4a8ef01efcdd2c162_37)] | | |

| Item 4. | | | | | | [Mine Safety [removed: Disclosures](#i0a57242b1e6c4df692c5ad19ad95b449_40)] [added: Disclosures](#i04d2a4412e6545d4a8ef01efcdd2c162_40)] | | | [removed: [39](#i0a57242b1e6c4df692c5ad19ad95b449_40)] [added: [40](#i04d2a4412e6545d4a8ef01efcdd2c162_40)] | | |

| Item 5. | | | | | | [Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity [removed: Securities](#i0a57242b1e6c4df692c5ad19ad95b449_46)] [added: Securities](#i04d2a4412e6545d4a8ef01efcdd2c162_46)] | | | [removed: [40](#i0a57242b1e6c4df692c5ad19ad95b449_46)] [added: [41](#i04d2a4412e6545d4a8ef01efcdd2c162_46)] | | |

| Item 6. | | | | | | [removed: [Reserved](#i0a57242b1e6c4df692c5ad19ad95b449_52)] [added: [Reserved](#i04d2a4412e6545d4a8ef01efcdd2c162_52)] | | | [removed: [42](#i0a57242b1e6c4df692c5ad19ad95b449_52)] [added: [43](#i04d2a4412e6545d4a8ef01efcdd2c162_52)] | | |

| Item 7. | | | | | | [Management's Discussion and Analysis of Financial Condition and Results of [removed: Operations](#i0a57242b1e6c4df692c5ad19ad95b449_55)] [added: Operations](#i04d2a4412e6545d4a8ef01efcdd2c162_55)] | | | [removed: [43](#i0a57242b1e6c4df692c5ad19ad95b449_55)] [added: [44](#i04d2a4412e6545d4a8ef01efcdd2c162_55)] | | |

| Item 7A. | | | | | | [Quantitative and Qualitative Disclosures About Market [removed: Risk](#i0a57242b1e6c4df692c5ad19ad95b449_76)] [added: Risk](#i04d2a4412e6545d4a8ef01efcdd2c162_76)] | | | [removed: [64](#i0a57242b1e6c4df692c5ad19ad95b449_76)] [added: [66](#i04d2a4412e6545d4a8ef01efcdd2c162_76)] | | |

| Item 8. | | | | | | [Financial Statements and Supplementary [removed: Data](#i0a57242b1e6c4df692c5ad19ad95b449_79)] [added: Data](#i04d2a4412e6545d4a8ef01efcdd2c162_79)] | | | [removed: [65](#i0a57242b1e6c4df692c5ad19ad95b449_79)] [added: [67](#i04d2a4412e6545d4a8ef01efcdd2c162_79)] | | |

| Item 9. | | | | | | [Changes in and Disagreements with Accountants on Accounting and Financial [removed: Disclosure](#i0a57242b1e6c4df692c5ad19ad95b449_184)] [added: Disclosure](#i04d2a4412e6545d4a8ef01efcdd2c162_184)] | | | [removed: [108](#i0a57242b1e6c4df692c5ad19ad95b449_184)] [added: [112](#i04d2a4412e6545d4a8ef01efcdd2c162_184)] | | |

| Item 9A. | | | | | | [Controls and [removed: Procedures](#i0a57242b1e6c4df692c5ad19ad95b449_187)] [added: Procedures](#i04d2a4412e6545d4a8ef01efcdd2c162_187)] | | | [removed: [108](#i0a57242b1e6c4df692c5ad19ad95b449_187)] [added: [113](#i04d2a4412e6545d4a8ef01efcdd2c162_187)] | | |

| Item 9B. | | | | | | [Other [removed: Information](#i0a57242b1e6c4df692c5ad19ad95b449_193)] [added: Information](#i04d2a4412e6545d4a8ef01efcdd2c162_193)] | | | [removed: [110](#i0a57242b1e6c4df692c5ad19ad95b449_193)] [added: [115](#i04d2a4412e6545d4a8ef01efcdd2c162_193)] | | |

| Item 9C. | | | | | | [Disclosure Regarding Foreign Jurisdictions that Prevent [removed: Inspections](#i0a57242b1e6c4df692c5ad19ad95b449_196)] [added: Inspections](#i04d2a4412e6545d4a8ef01efcdd2c162_196)] | | | [removed: [110](#i0a57242b1e6c4df692c5ad19ad95b449_196)] [added: [115](#i04d2a4412e6545d4a8ef01efcdd2c162_196)] | | |

| Item 10. | | | | | | [Directors, Executive Officers and Corporate [removed: Governance](#i0a57242b1e6c4df692c5ad19ad95b449_202)] [added: Governance](#i04d2a4412e6545d4a8ef01efcdd2c162_202)] | | | [removed: [110](#i0a57242b1e6c4df692c5ad19ad95b449_202)] [added: [115](#i04d2a4412e6545d4a8ef01efcdd2c162_202)] | | |

| Item 11. | | | | | | [Executive [removed: Compensation](#i0a57242b1e6c4df692c5ad19ad95b449_205)] [added: Compensation](#i04d2a4412e6545d4a8ef01efcdd2c162_205)] | | | [removed: [110](#i0a57242b1e6c4df692c5ad19ad95b449_205)] [added: [116](#i04d2a4412e6545d4a8ef01efcdd2c162_205)] | | |

| Item 12. | | | | | | [Security Ownership of Certain Beneficial Owners and Management and Related Stockholder [removed: Matters](#i0a57242b1e6c4df692c5ad19ad95b449_208)] [added: Matters](#i04d2a4412e6545d4a8ef01efcdd2c162_208)] | | | [removed: [110](#i0a57242b1e6c4df692c5ad19ad95b449_208)] [added: [116](#i04d2a4412e6545d4a8ef01efcdd2c162_208)] | | |

| Item 13. | | | | | | [Certain Relationships and Related Transactions, and Director [removed: Independence](#i0a57242b1e6c4df692c5ad19ad95b449_211)] [added: Independence](#i04d2a4412e6545d4a8ef01efcdd2c162_211)] | | | [removed: [111](#i0a57242b1e6c4df692c5ad19ad95b449_211)] [added: [116](#i04d2a4412e6545d4a8ef01efcdd2c162_211)] | | |

| Item 14. | | | | | | [Principal Accountant Fees and [removed: Services](#i0a57242b1e6c4df692c5ad19ad95b449_214)] [added: Services](#i04d2a4412e6545d4a8ef01efcdd2c162_214)] | | | [removed: [111](#i0a57242b1e6c4df692c5ad19ad95b449_214)] [added: [116](#i04d2a4412e6545d4a8ef01efcdd2c162_214)] | | |

| Item 15. | | | | | | [Exhibits and Financial Statement [removed: Schedules](#i0a57242b1e6c4df692c5ad19ad95b449_217)] [added: Schedules](#i04d2a4412e6545d4a8ef01efcdd2c162_217)] | | | [removed: [112](#i0a57242b1e6c4df692c5ad19ad95b449_217)] [added: [117](#i04d2a4412e6545d4a8ef01efcdd2c162_217)] | | |

| Item 16. | | | | | | [Form 10-K [removed: Summary](#i0a57242b1e6c4df692c5ad19ad95b449_223)] [added: Summary](#i04d2a4412e6545d4a8ef01efcdd2c162_223)] | | | [removed: [116](#i0a57242b1e6c4df692c5ad19ad95b449_223)] [added: [121](#i04d2a4412e6545d4a8ef01efcdd2c162_223)] | | |

Without limiting the foregoing, forward-looking statements often use words such as "believe," "anticipate," "plan," "expect," "estimate," [added: "predict,"] "intend," "seek," "target," "goal," [added: "potential,"] "may," "will," "would," "could," "should," "can," "continue" and other similar words or expressions (and the negative thereof).

In particular, these statements include, without limitation, statements about our expected future operating or financial performance, changes in laws and [removed: regulations (including but not limited to, renewal and modification of the enhanced advance premium tax credits associated with the Marketplace product),] [added: regulations,] market opportunity, [added: expectations concerning pricing actions,] competition, expected contract start dates and terms, expected activities in connection with completed and future acquisitions and dispositions, our investments and the adequacy of our available cash resources.

By their nature, forward-looking statements involve known and unknown risks and uncertainties and are subject to change because they relate to events and depend on circumstances that will occur in the future, including economic, regulatory, competitive and other factors that may cause our or our industry's actual results, [removed: levels of activity,] performance or achievements to be materially different from any future results, [removed: levels of activity,] performance, or achievements expressed or implied by these forward-looking statements.

- our ability to design and price products that are competitive and/or actuarially [removed: sound including but not limited to any impacts resulting from Medicaid redeterminations;][added: sound;]

- our ability to accurately predict and effectively manage health benefits and other operating expenses and reserves, including fluctuations in medical [removed: utilization rates;][added: costs;]

- impairments to real estate, investments, [removed: goodwill,] [added: goodwill] and intangible assets;

- rate cuts, insufficient rate changes or other payment reductions or delays by [removed: governmental] [added: government] payors [removed: and other risks and uncertainties] affecting our government businesses;

- the effect of social, economic, and political [removed: conditions and] [added: conditions,] geopolitical [removed: events,] [added: events and state and federal policies,] including [added: the amount and terms of state and federal funding for government-sponsored healthcare programs, including] as a result of changes in U.S. presidential administrations or Congress;

- changes in provider, broker, vendor, [removed: state,] [added: state] federal and other contracts and delays in the timing of regulatory approval of contracts, including due to protests and our ability to timely comply with any such changes to our contractual requirements or manage any unexpected delays in regulatory approval of contracts;

- the difficulty of predicting the timing or outcome of legal or regulatory audits, investigations, proceedings or [removed: matters,] [added: matters] including, but not limited to, our ability to resolve claims and/or allegations [removed: made by states with regard to past practices] on acceptable terms, or at all, or whether additional claims, reviews or investigations will be [removed: brought by states, the federal government or shareholder litigants, or government investigations;][added: brought;]

- the exertion of management's time and our resources, and other expenses incurred and business changes required in connection with complying with the terms of our contracts and the undertakings in connection with any regulatory, governmental, or [removed: third party] [added: third-party] consents or approvals for acquisitions or dispositions;

- Any failure to adequately [added: and timely] price or anticipate demand for products offered, anticipate changes to the competitive landscape or any reduction in products offered for Medicare [removed: Advantage] and in the Health Insurance Marketplace may have a material adverse effect on our business;

The results of our bids [added: and the design of the risk-sharing program] could have a material adverse effect on our business;

| [Signatures](#i04d2a4412e6545d4a8ef01efcdd2c162_226) | | | | | | | | | [122](#i04d2a4412e6545d4a8ef01efcdd2c162_226) | | |

- unanticipated increased healthcare costs, including due to changes in consumer and provider behaviors, inflation and tariffs;

- our ability to comply with the terms of our contracts and state and federal regulations and our ability to effectively oversee our third-party vendors to comply with the terms of their contracts with us and state and federal regulations;

- changes in macroeconomic conditions, including inflation, interest rates and volatility in the financial markets;

- negative public perception of the Company and the managed care industry;

Risks Relating to Our Business

- Failure to timely and effectively identify and mitigate medical cost trends and receive adequate rate adjustments to account for increased acuity could have a material adverse effect on our business;

Risks Relating to Regulatory and Legal Matters

Risks Relating to Conditions in the Financial Markets and Economy

Risks Associated with Mergers, Acquisitions, and Divestitures

| Effect of basic to diluted shares (3) | | | (0.01) | | | | | | — | | | | | | — | | | | | |

2025:

(a) goodwill impairment of $6,723 million, or $13.63 per share ($13.62 after-tax), Magellan Health, Inc. (Magellan Health) impairment of $513 million, or $1.04 per share ($0.79 after-tax), intangible asset impairment related to the wind-down of certain contracts in the Other segment of $55 million, or $0.11 per share ($0.08 after-tax), exit costs related to the wind-down of certain contracts in the Other segment of $22 million, or $0.04 per share ($0.03 after-tax), a net loss on real estate transactions of $18 million, or $0.04 per share ($0.03 after-tax), a favorable adjustment to the gain on sale of Magellan Rx of $2 million, or $0.00 per share ($0.00 after-tax), and net gain on debt extinguishment of $1 million, or $0.00 per share ($0.00 after-tax).

In addition, the year ended December 31, 2025, includes a tax benefit of $4 million, or $0.01 per share, related to tax adjustments on previously reported divestitures and impacts of the One Big Beautiful Bill Act (OBBBA).

(3) Reflects the $0.01 impact of using 494,502 thousand shares in the calculation of adjusted diluted EPS for the year ended December 31, 2025.

The additional 1,386 thousand shares for the year ended December 31, 2025 were excluded from the calculation of the GAAP net loss per share and related adjustments due to their anti-dilutive effect.

| | | | | | | | | | | | | | | | | | |

| [Signatures](#i0a57242b1e6c4df692c5ad19ad95b449_226) | | | | | | | | | [117](#i0a57242b1e6c4df692c5ad19ad95b449_226) | | |

- increased healthcare costs;

- inflation and interest rates;

- changes in market conditions;

- Failure to accurately estimate and price our medical expenses or effectively manage our medical costs or related administrative costs could have a material adverse effect on our business;

- If eligibility for the enhanced advance premium tax credit for Marketplace members expires without renewal or the eligibility for the credit is modified or delayed, our results of operations, financial condition, and cash flows could be materially and adversely affected;

2022:

(c) real estate impairments of $1,642 million, or $2.82 per share ($2.08 after-tax), PANTHERx Rare (PANTHERx) divestiture gain of $490 million, or $0.84 per share ($0.65 after-tax), impairments of assets associated with the divestitures of our Spanish and Central European, Centurion and HealthSmart businesses of $458 million, or $0.78 per share ($0.60 after-tax), Magellan Rx divestiture gain of $269 million, or $0.46 per share ($0.17 after-tax), Health Net Federal Services asset impairment of $233 million, or $0.40 per share ($0.39 after-tax), gain on debt extinguishment of $27 million, or $0.04 per share ($0.03 after-tax), increase to the previously reported gain on the divestiture of U.S. Medical Management (USMM) due to the finalization of working capital adjustments of $13 million, or $0.02 per share ($0.02 after-tax) and costs related to the pharmacy benefits management (PBM) legal settlement of $6 million, or $0.01 per share ($0.00 after-tax).

The year ended December 31, 2022, includes tax expense of $107 million, or $0.18 per share, related to the Magellan Specialty Health divestiture and a $15 million, or $0.03 per share, tax benefit related to the RxAdvance impairment.

| Costs related to the PBM legal settlement | | | — | | | | | | — | | | | | | 6 | | |

Following an initial assessment of the level of enterprise risk potentially posed by use of the [removed: third-party,] [added: third party,] the vendor is then subject to further risk-based assessments, the level of which depends upon the assigned risk value of the service being provided, which may include the completion of security questionnaires and the provision of independent security certifications.

The oversight responsibility of our Board of Directors and its committees is facilitated through quarterly [removed: management-reporting processes] [added: management risk reporting] designed to provide visibility to the Board and its committees on the processes for the identification, assessment, prioritization and management of critical risks and management's risk mitigation [removed: strategies.][added: strategies, including those related to cybersecurity.]

Such reporting includes providing [removed: regular] [added: quarterly] updates to the Board Audit and Compliance Committee regarding the evolving cybersecurity threat environment, updates to our cybersecurity risk management program to address and mitigate such threats and providing [removed: quarterly] [added: regular] reports to the Quality Committee on the Company's execution of its data and technology strategy.

Further, our Board also receives [added: quarterly] enterprise-wide risk management reports, which include significant cybersecurity risks, from our risk [removed: department multiple times per year.][added: department.]

We generally lease space in the states where our health [removed: plans, specialty companies] [added: plans] and claims processing facilities operate.

In connection with the adoption of a more modern, flexible work environment, we undertook a real estate optimization initiative in 2022 to evaluate future real estate needs and downsize our real estate footprint for owned and leased properties.

As a result of this evaluation, we substantially changed the use of, or abandoned, various properties and recognized impairment charges for the years ended December 31, 2023 and 2022.

No significant impairment charges were recognized related to the real estate optimization initiative in the year ended December 31, 2024.

As of February [removed: 14, 2025,] [added: 13, 2026,] there were [removed: 980] [added: 944] holders of record of our common stock.

In November 2005, [removed: the Company's] [added: our] Board of Directors announced a stock repurchase program, which was most recently increased in December 2023.

[removed: The Company is] [added: We are] authorized to repurchase up to $10.0 billion, inclusive of past authorizations, of which [removed: $2.2] [added: $1.8] billion remains as of December 31, [removed: 2024.][added: 2025.]

The following table discloses purchases of our common stock for the quarter ended December 31, [removed: 2024.][added: 2025.]

| Issuer Purchases of Equity Securities Fourth Quarter [removed: 2024] [added: 2025] (Shares in thousands) | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| Execution Date | | | | | | | | | Total Number of Shares Purchased(1) | | | | | | Average [removed: Price Paid] [added: Price Paid] per [removed: Share(2)] [added: Share] | | | | | | Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs | | | | | | Approximate Dollar Value of Shares that May Yet Be Purchased Under the Plans or [removed: Programs ($] [added: Programs ($] in [removed: millions)(3)] [added: millions)(2)] | | |

| [removed: (3)] [added: (2)] | | | A remaining amount of [removed: $2.2] [added: $1.8] billion is available under the stock repurchase program as of December 31, [removed: 2024.] [added: 2025.] | | | | | | | | | | | | | | | | | | | | | | | | | | |

The graph below compares the cumulative total stockholder return on our common stock for the period from December 31, [removed: 2019] [added: 2020] to December 31, [removed: 2024,] [added: 2025,] with the cumulative total return of the NYSE Composite Index, the Standard & Poor's (S&P) Health Care Index and the S&P 500 over the same period.

The graph assumes an investment of $100 on December 31, [removed: 2019] [added: 2020] in our common stock (at the last reported sale price on such day), the NYSE Composite Index, the S&P Health Care Index and the S&P 500 and assumes the reinvestment of any dividends.

[removed: ][added: ]

| | | | [removed: 2019] [added: 2020] | | | | | | [removed: 2020] [added: 2021] | | | | | | [removed: 2021] [added: 2022] | | | | | | [removed: 2022] [added: 2023] | | | | | | [removed: 2023] [added: 2024] | | | | | | [removed: 2024] [added: 2025] | | |

| Centene Corporation closing stock price | | | $ | [removed: 62.87] [added: 60.03] | | | | | $ | [removed: 60.03] [added: 82.40] | | | | | $ | [removed: 82.40] [added: 82.01] | | | | | $ | [removed: 82.01] [added: 74.21] | | | | | $ | [removed: 74.21] [added: 60.58] | | | | | $ | [removed: 60.58] [added: 41.15] | |

| Centene Corporation annual stockholder return | | | [removed: 9.1%] [added: (4.5)%] | | | | | | [removed: (4.5)%] [added: 37.3%] | | | | | | [removed: 37.3%] [added: (0.5)%] | | | | | | [removed: (0.5)%] [added: (9.5)%] | | | | | | [removed: (9.5)%] [added: (18.4)%] | | | | | | [removed: (18.4)%] [added: (32.1)%] | | |

| October 1, 2025 - October 31, 2025 | | | | | | | | | 47 | | | | | | $ | 33.58 | | | | | — | | | | | | $ | 1,830 | |

| November 1, 2025 - November 30, 2025 | | | | | | | | | 5 | | | | | | 34.93 | | | | | | — | | | | | | 1,830 | | |

| December 1, 2025 - December 31, 2025 | | | | | | | | | 8 | | | | | | 39.62 | | | | | | — | | | | | | 1,830 | | |

| Total | | | | | | | | | 60 | | | | | | $ | 34.53 | | | | | — | | | | | | $ | 1,830 | |

| (1) | | | Includes 60 thousand shares relinquished to the Company by certain employees for payment of taxes. | | | | | | | | | | | | | | | | | | | | | | | | | | |

| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| Centene Corporation | | | $ | 100.00 | | | | | $ | 137.26 | | | | | $ | 136.62 | | | | | $ | 123.62 | | | | | $ | 100.92 | | | | | $ | 68.55 | |

| NYSE Composite Index | | | 100.00 | | | | | | 120.68 | | | | | | 109.39 | | | | | | 124.50 | | | | | | 144.28 | | | | | | 169.87 | | |

| S&P Health Care Index | | | 100.00 | | | | | | 126.13 | | | | | | 123.67 | | | | | | 126.21 | | | | | | 129.47 | | | | | | 148.37 | | |

| S&P 500 | | | 100.00 | | | | | | 128.71 | | | | | | 105.40 | | | | | | 133.11 | | | | | | 166.38 | | | | | | 196.10 | | |

| October 1, 2024 - October 31, 2024 | | | | | | | | | 7,368 | | | | | | $ | 69.48 | | | | | 7,360 | | | | | | $ | 2,649 | |

| November 1, 2024 - November 30, 2024 | | | | | | | | | 7,060 | | | | | | 59.61 | | | | | | 7,032 | | | | | | 2,230 | | |

| December 1, 2024 - December 31, 2024 | | | | | | | | | 14 | | | | | | 59.45 | | | | | | — | | | | | | 2,230 | | |

| Total | | | | | | | | | 14,442 | | | | | | $ | 64.64 | | | | | 14,392 | | | | | | $ | 2,230 | |

| (1) | | | Includes 29 thousand shares relinquished to the Company by certain employees for payment of taxes; an open market purchase of 4 thousand shares by Sarah London, the Company's CEO, at a weighted average price of $60.80 which was previously disclosed on the Form 4 filed with the SEC on November 8, 2024; and an open market purchase of 17 thousand shares by Andrew Asher, the Company's CFO, at a weighted average price of $58.14 which was previously disclosed on the Form 4 filed with the SEC on November 13, 2024. | | | | | | | | | | | | | | | | | | | | | | | | | | |

| (2) | | | Average price paid per share excludes quarter-to-date accrued share repurchase excise tax of approximately $10 million. | | | | | | | | | | | | | | | | | | | | | | | | | | |

| Centene Corporation | | | $ | 100.00 | | | | | $ | 95.48 | | | | | $ | 131.06 | | | | | $ | 130.44 | | | | | $ | 118.04 | | | | | $ | 96.36 | |

| NYSE Composite Index | | | 100.00 | | | | | | 106.99 | | | | | | 129.11 | | | | | | 117.04 | | | | | | 133.20 | | | | | | 154.36 | | |

| S&P Health Care Index | | | 100.00 | | | | | | 113.45 | | | | | | 143.09 | | | | | | 140.29 | | | | | | 143.18 | | | | | | 146.87 | | |

| S&P 500 | | | 100.00 | | | | | | 118.40 | | | | | | 152.39 | | | | | | 124.79 | | | | | | 157.60 | | | | | | 196.99 | | |

We have audited the accompanying consolidated balance sheets of Centene Corporation and subsidiaries (the Company) as of December 31, [removed: 2024] [added: 2025] and [removed: 2023,] [added: 2024,] the related consolidated statements of operations, comprehensive earnings (loss), stockholders' equity, and cash flows for each of the years in the three‑year period ended December 31, [removed: 2024,] [added: 2025,] and the related notes (collectively, the consolidated financial statements).

In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company as of December 31, [removed: 2024] [added: 2025] and [removed: 2023,] [added: 2024,] and the results of its operations and its cash flows for each of the years in the three‑year period ended December 31, [removed: 2024,] [added: 2025,] in conformity with U.S. generally accepted accounting principles.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company's internal control over financial reporting as of December 31, [removed: 2024,] [added: 2025,] based on criteria established in *Internal Control - Integrated Framework (2013)* issued by the Committee of Sponsoring Organizations of the Treadway Commission, and our report dated February [removed: 18, 2025] [added: 17, 2026] expressed an unqualified opinion on the effectiveness of the Company's internal control over financial reporting.

As discussed in Note 8 to the consolidated financial statements, the balance at December 31, [removed: 2024] [added: 2025] was [removed: $18,308] [added: $20,544] million.

The final settlement of the December 31, [removed: 2024] [added: 2025] ACA risk adjustment accruals is scheduled to be determined by the Centers for Medicare and Medicaid Services (CMS) in June [removed: 2025,] [added: 2026,] based on data submitted by insurance companies through April [removed: 2025.][added: 2026.]

As discussed in Note 9, the Company recorded an estimated asset and liability (the ACA risk adjustment accruals) of [removed: $1,434] [added: $1,449] million, and [removed: $1,605] [added: $2,087] million, respectively at December 31, [removed: 2024.][added: 2025.]

| | | | December 31, [removed: 2024] [added: 2025] | | | | | | December 31, [removed: 2023] [added: 2024] | | |

| Cash and cash equivalents | | | $ | [added: 17,888 | | | | | $ |] 14,063 | | | | | $ | 17,193 | |

| Premium and trade receivables | | | [removed: 19,713] [added: 18,105] | | | | | | [removed: 15,532] [added: 19,713] | | |

| Short-term investments | | | [removed: 2,622] [added: 2,432] | | | | | | [removed: 2,459] [added: 2,622] | | |

| Other current assets | | | [removed: 1,601] [added: 1,945] | | | | | | [removed: 5,572] [added: 1,601] | | |

| Total current assets | | | [removed: 37,999] [added: 40,370] | | | | | | [removed: 40,756] [added: 37,999] | | |

| Long-term investments | | | [removed: 17,429] [added: 17,035] | | | | | | [removed: 16,286] [added: 17,429] | | |

| Restricted deposits | | | [removed: 1,390] [added: 1,412] | | | | | | [removed: 1,386] [added: 1,390] | | |

| Property, software and equipment, net | | | [removed: 2,067] [added: 2,037] | | | | | | [removed: 2,019] [added: 2,067] | | |

| Goodwill | | | [removed: 17,558] [added: 10,835] | | | | | | 17,558 | | |

| Intangible assets, net | | | [removed: 5,409] [added: 4,530] | | | | | | [removed: 6,101] [added: 5,409] | | |

| Other long-term assets | | | [removed: 593] [added: 528] | | | | | | [removed: 535] [added: 593] | | |

| Total assets | | | $ | [removed: 82,445] [added: 76,747] | | | | | $ | [removed: 84,641] [added: 82,445] | |

| Medical claims liability | | | $ | [removed: 18,308] [added: 20,544] | | | | | $ | [removed: 18,000] [added: 18,308] | |

| Accounts payable and accrued expenses | | | [removed: 13,174] [added: 13,774] | | | | | | [removed: 16,420] [added: 13,174] | | |

| Return of premium payable | | | [removed: 2,008] [added: 1,592] | | | | | | [removed: 1,462] [added: 2,008] | | |

| Unearned revenue | | | [removed: 661] [added: 736] | | | | | | [removed: 715] [added: 661] | | |

| Current portion of long-term debt | | | [removed: 110] [added: 50] | | | | | | [removed: 119] [added: 110] | | |

| Total current liabilities | | | [removed: 34,261] [added: 36,696] | | | | | | [removed: 36,716] [added: 34,261] | | |

| Long-term debt | | | [removed: 18,423] [added: 17,351] | | | | | | [removed: 17,710] [added: 18,423] | | |

| Deferred tax liability | | | [removed: 684] [added: 833] | | | | | | [removed: 641] [added: 684] | | |

| Other long-term liabilities | | | [removed: 2,567] [added: 1,811] | | | | | | [removed: 3,618] [added: 2,567] | | |

| Total liabilities | | | [removed: 55,935] [added: 56,691] | | | | | | [removed: 58,685] [added: 55,935] | | |

| Redeemable noncontrolling interests | | | [removed: 10] [added: 23] | | | | | | [removed: 19] [added: 10] | | |

| Preferred stock, $0.001 par value; authorized 10,000 shares; no shares issued or outstanding at December 31, [removed: 2024] [added: 2025] and December 31, [removed: 2023] [added: 2024] | | | — | | | | | | — | | |

| Common stock, $0.001 par value; authorized 800,000 shares; [removed: 620,195] [added: 623,463] issued and [removed: 495,907] [added: 491,757] outstanding at December 31, [removed: 2024,] [added: 2025,] and [removed: 615,291] [added: 620,195] issued and [removed: 534,484] [added: 495,907] outstanding at December 31, [removed: 2023] [added: 2024] | | | 1 | | | | | | 1 | | |

| Additional paid-in capital | | | [removed: 20,562] [added: 20,777] | | | | | | [removed: 20,304] [added: 20,562] | | |

| Accumulated other comprehensive (loss) | | | [removed: (504)] [added: (58)] | | | | | | [removed: (652)] [added: (504)] | | |

| Retained earnings | | | [removed: 15,348] [added: 8,674] | | | | | | [removed: 12,043] [added: 15,348] | | |

| Treasury stock, at cost [removed: (124,288] [added: (131,706] and [removed: 80,807] [added: 124,288] shares, respectively) | | | [removed: (8,997)] [added: (9,441)] | | | | | | [removed: (5,856)] [added: (8,997)] | | |

| Total Centene stockholders' equity | | | [removed: 26,410] [added: 19,953] | | | | | | [removed: 25,840] [added: 26,410] | | |

| Nonredeemable noncontrolling interest | | | [removed: 90] [added: 80] | | | | | | [removed: 97] [added: 90] | | |

| Total stockholders' equity | | | [removed: 26,500] [added: 20,033] | | | | | | [removed: 25,937] [added: 26,500] | | |

| Total liabilities, redeemable noncontrolling interests and stockholders' equity | | | $ | [removed: 82,445] [added: 76,747] | | | | | $ | [removed: 84,641] [added: 82,445] | |

*Assessment of goodwill impairment for the Medicaid, Medicare, and Commercial reporting units*

As discussed in Notes 2 and 7 to the consolidated financial statements, the Company performs goodwill impairment testing for its reporting units on an annual basis during the fourth quarter or more frequently if impairment indicators exist.

The Company estimates the fair value of the Medicaid, Medicare, and Commercial reporting units using a weighted discounted cash flow model and guideline public company market approach.

During the year ended December 31, 2025, the Company recognized a goodwill impairment charge of $6,723 million, of which $6,398 million relates to the Medicaid and Commercial reporting units.

We identified the evaluation of the goodwill impairment assessment for the Medicaid, Medicare, and Commercial reporting units as a critical audit matter.

Subjective auditor judgment was required to evaluate the Company's assumptions, particularly forecasted revenue growth rates and discount rates, due to their sensitivity to changes in market and economic environment.

Changes in these assumptions could have a significant effect on the Company's assessment of the fair value of each reporting unit.

The following are the primary procedures we performed to address this critical audit matter.

We evaluated the design and tested the operating effectiveness of certain internal controls over the Company's goodwill impairment process, including controls over the forecasted revenue growth rates and development of discount rates.

We assessed management's forecasted revenue growth rates by comparing them to historical trends, budget, and market and economic environment.

We involved valuation professionals with specialized skills and knowledge, who assisted in evaluating the discount rates by comparing them to a discount rate range that was independently developed using publicly available market data for comparable entities.

February 17, 2026

| Common stock repurchases | | | (141) | | | | | | — | | | | | | (7) | | | | | | — | | | | | | — | | | | | | 7,418 | | | | | | (444) | | | | | | — | | | | | | (451) | | |

| Contribution to non-redeemable non-controlling interest | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | (4) | | | | | | (4) | | |

| Balance, December 31, 2025 | | | 623,463 | | | | | | $ | 1 | | | | | $ | 20,777 | | | | | $ | (58) | | | | | $ | 8,674 | | | | | 131,706 | | | | | | $ | (9,441) | | | | | $ | 80 | | | | | $ | 20,033 | |

| Net earnings (loss) | | | $ | (6,677) | | | | | $ | 3,294 | | | | | $ | 2,699 | |

| Impairment | | | 7,311 | | | | | | 13 | | | | | | 529 | | |

The Company operated MMPs, which ended on December 31, 2025 as the Centers for Medicare and Medicaid Services (CMS) transitions to Dual Eligible Special Needs Plans (D-SNPs) based integration.

The Company signed a definitive agreement to divest the remaining Magellan Health, Inc. (Magellan Health) businesses in December 2025.

During the fourth quarter of 2025, the Company signed a definitive agreement to sell Magellan Health, which was accounted for as held for sale as of December 31, 2025.

Goodwill is reviewed at least annually during the fourth quarter for impairment or more frequently if the Company identifies impairment indicators.

In addition, an impairment analysis of intangible assets would be performed when events or changes in circumstances suggest the carrying amount of the intangible assets may not be recoverable.

For the annual goodwill impairment analysis, the Company may first perform a qualitative assessment for each reporting unit to determine whether it is more likely than not that the fair value of a reporting unit is less than its carrying amount, which is an indication that goodwill may be impaired.

These qualitative impairment tests include assessing events and factors that could affect the fair value of the indefinite-lived intangible assets.

The Company's procedures include assessing its financial performance, macroeconomic conditions, industry and market considerations, various asset-specific factors and entity-specific events.

If the Company determines that a reporting unit's goodwill may be impaired after utilizing these qualitative impairment analysis procedures, it is required to perform a quantitative impairment test.

The Company's quantitative impairment test for goodwill utilizes the discounted cash flow model and guideline public company market approach.

Use of the discounted cash flow model and guideline public company market approach for the goodwill impairment test reflects the Company's view that both valuation methodologies provide a reasonable estimate of fair value.

The discounted cash flow model is developed using assumptions from its internal planning process to determine the present value of future cash flows generated by the reporting unit.

The Company's assumed discount rate is based on the industry's weighted-average cost of capital.

Market valuations are estimated from observed multiples of certain measures including earnings before interest, taxes, depreciation and amortization and include market comparisons to publicly traded companies in the industry.

In addition to the annual goodwill impairment analysis, on an as-needed basis the Company evaluates whether events or circumstances have occurred that may affect the estimated useful life or the recoverability of the remaining balance of goodwill and other identifiable intangible assets.

If the events or circumstances indicate that the remaining balance of the intangible asset or goodwill may be impaired, the potential impairment will be measured based upon the difference between the carrying amount of the intangible asset or goodwill and the fair value of such asset.

The Company must make assumptions in determining the estimated fair values, such as estimates of forecasted future cash flows, the discount rate applied to each reporting unit, long-term growth rates, statutory capital reinvestment requirements, capital expenditures, and other internal and external factors.

However, in certain circumstances the Company may elect to perform a quantitative assessment without first assessing qualitative factors.

The passage of the One Big Beautiful Bill Act (OBBBA) in July 2025 had various implications for the Company, including potential membership impacts to the Company's Medicaid reporting unit as well as the non-renewal of Marketplace Enhanced Advance Premium Tax Credits (APTCs).

As a result of these market conditions along with the decline in the Company's stock price, the Company performed a quantitative impairment analysis during the third quarter to determine whether goodwill, intangibles or other assets were impaired.

The goodwill impairment analysis utilized a weighted discounted cash flow model and guideline public company market approach to measure the fair value of the Company's reporting units.

As a result of the analysis, the Company recorded a $6,723 million impairment to goodwill in the third quarter of 2025.

As of December 2025, the Company did not record a premium deficiency reserve related to the 2026 Medicare Advantage contract year.

February 18, 2025

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| Balance, December 31, 2021 | | | 602,704 | | | | | | $ | 1 | | | | | $ | 19,672 | | | | | $ | 77 | | | | | $ | 8,139 | | | | | 20,225 | | | | | | $ | (1,094) | | | | | $ | 145 | | | | | $ | 26,940 | |

| Fair value of unvested equity awards in connection with acquisition | | | — | | | | | | — | | | | | | 60 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 60 | | |

| Common stock repurchases | | | — | | | | | | — | | | | | | 23 | | | | | | — | | | | | | — | | | | | | 36,868 | | | | | | (3,119) | | | | | | — | | | | | | (3,096) | | |

| Reclassification to non-redeemable | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 17 | | | | | | 17 | | |

| (Gain) on acquisition | | | — | | | | | | — | | | | | | (2) | | |

| Loss on disposal of equipment | | | — | | | | | | — | | | | | | 221 | | |

| Other adjustments, net | | | 16 | | | | | | 172 | | | | | | (31) | | |

| Acquisitions, net of cash acquired | | | — | | | | | | — | | | | | | (1,460) | | |

| Equity issued in connection with acquisitions | | | $ | — | | | | | $ | — | | | | | $ | 60 | |

The Company's international businesses, Operose Health Group (Operose Health) and Circle Health Group (Circle Health), which were included in the Other segment, were divested in December 2023 and January 2024, respectively.

The Company tests for impairment of intangible assets, as well as long-lived assets, whenever events or circumstances indicate that the carrying value of an asset or asset group (hereinafter referred to as "asset group") may not be recoverable by comparing the sum of the estimated undiscounted future cash flows expected to result from use of the asset group and its eventual disposition to the carrying value.

If the sum of the estimated undiscounted future cash flows is less than the carrying value, an impairment determination is required.

The amount of impairment is calculated by subtracting the fair value of the asset group from the carrying value of the asset group.

An impairment charge, if any, is recognized within earnings from operations.

The Company tests goodwill for impairment at the reporting unit level using a fair value approach.

The Company is required to test for impairment at least annually, absent a triggering event, which could include a significant decline in operating performance that would require an impairment assessment.

Absent any impairment indicators, the Company performs its goodwill impairment testing during the fourth quarter of each year.

The Company recognizes an impairment charge for any amount by which the carrying amount of goodwill exceeds its fair value.

If the quantitative test is deemed necessary, the Company determines an appropriate valuation technique to estimate a reporting unit's fair value as of the testing date.

The Company utilizes either the income approach or the market approach, whichever is most appropriate for the respective reporting unit.

The income approach is based on an internally developed discounted cash flow model that includes assumptions related to future growth rates, discount factors, future tax rates and other various assumptions.

The market approach is based on financial multiples of comparable companies derived from current market data.

Changes in economic and operating conditions impacting assumptions used in the Company's analyses could result in goodwill impairment in future periods.

The Company recognizes revenue related to administrative services under the TRICARE government-sponsored Managed Care Support Contract for the Department of Defense (DoD's) TRICARE program on a straight-line basis over the option period, when the fees become fixed and determinable.

The TRICARE contract includes various performance-based measures.

For each of the measures, an estimate of the amount that has been earned is made at each interim date, and revenue is recognized accordingly.

The Company concluded serving members at the end of 2024 upon the expiration of its TRICARE Managed Care Support Contract.

In October 2017, the Trump Administration issued an executive order that immediately ceased payments of CSRs to issuers, and beginning in 2018, premium rates for Health Insurance Marketplace were set without factoring in the cost sharing subsidy payments from the federal government.

Recently Adopted Accounting Guidance

In November 2023, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) 2023-07 - Segment Reporting: Improvements to Reportable Segment Disclosures which is intended to improve reportable segment disclosure requirements, primarily through enhanced disclosures about significant expenses.

The amendments will require public entities to disclose significant segment expenses that are regularly provided to the chief operating decision-maker and included within segment profit and loss.

The Company adopted the new guidance in the fourth quarter of 2024.

In December 2023, the FASB issued ASU 2023-09 - Income taxes: Improvements to Income Tax Disclosures which includes amendments that further enhance income tax disclosures, primarily through standardization and disaggregation of rate reconciliation categories and income taxes paid by jurisdiction.

The Company early adopted the new guidance in the fourth quarter of 2024, as permissible by the ASU.

Spanish and Central European Divestiture

On November 16, 2022, the Company completed the divestiture of its ownership stakes in its Spanish and Central European businesses, including Ribera Salud, Torrejón Salud and Pro Diagnostics Group.

During 2022, the Company recorded an impairment charge primarily related to intangible assets and goodwill associated with the divestiture of $163 million, or $140 million after-tax.

Evaluation of Disclosure Controls and Procedures - Our management, with the participation of our Chief Executive Officer and Chief Financial Officer, evaluated the effectiveness of our disclosure controls and procedures as of December 31, [removed: 2024.][added: 2025.]

Based on the evaluation of our disclosure controls and procedures as of December 31, [removed: 2024,] [added: 2025,] our Chief Executive Officer and Chief Financial Officer concluded that, as of such date, our disclosure controls and procedures were effective.

Based on our evaluation under the framework in *Internal Control - Integrated Framework (2013)*, our management concluded that our internal control over financial reporting was effective at the reasonable assurance level as of December 31, [removed: 2024.][added: 2025.]

Our management's assessment of the effectiveness of our internal control over financial reporting as of December 31, [removed: 2024,] [added: 2025,] has been audited by KPMG LLP, an independent registered public accounting firm, as stated in their report which is included herein.

Changes in Internal Control Over Financial Reporting \- No change in our internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) occurred during the year ended December 31, [removed: 2024] [added: 2025] that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

We have audited Centene Corporation and subsidiaries' (the Company) internal control over financial reporting as of December 31, [removed: 2024,] [added: 2025,] based on criteria established in *Internal Control - Integrated Framework (2013)* issued by the Committee of Sponsoring Organizations of the Treadway Commission.

In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, [removed: 2024,] [added: 2025,] based on criteria established in *Internal Control - Integrated Framework (2013)* issued by the Committee of Sponsoring Organizations of the Treadway Commission.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated balance sheets of the Company as of December 31, [removed: 2024] [added: 2025] and [removed: 2023,] [added: 2024,] the related consolidated statements of operations, comprehensive earnings (loss), stockholders' equity, and cash flows for each of the years in the three-year period ended December 31, [removed: 2024,] [added: 2025,] and the related notes (collectively, the consolidated financial statements), and our report dated February [removed: 18, 2025] [added: 17, 2026] expressed an unqualified opinion on those consolidated financial statements.

February 17, 2026

February 18, 2025

(b) During the three months ended December 31, [removed: 2024,] [added: 2025,] no director or officer of the Company adopted or terminated a "Rule 10b5-1 trading arrangement" or "non-Rule 10b5-1 trading arrangement," as each term is defined in Item 408(a) of Regulation S-K.

(a) On February 13, 2026, we entered into a master receivable purchase agreement (the February 2026 Receivable Purchase Agreement) with MUFG Bank, Ltd. (the purchaser).

The February 2026 Receivable Purchase Agreement allows us to from time to time offer up to the full amount of our 2025 plan year stand-alone Part D risk-sharing programs receivable to the purchaser, which the purchaser may elect to purchase.

The purchase price for each purchased receivable portion equals the net estimated invoice amount of such portion minus the discount, which is determined by reference to the Secured Overnight Financing Rate (SOFR) plus a spread.

We will account for the transfer of all or any portion of this receivable as a sale of accounts receivable.

The difference between the balance of the receivable (or portion thereof) sold and cash proceeds received will be recorded as a loss on sale of receivables and included in selling, general and administrative expenses in the Consolidated Statements of Operations.

We will act as a servicer for the transferred receivable.

As of the date of this report, no receivable (or any portions thereof) were transferred pursuant to the February 2026 Receivable Purchase Agreement.

The parties to the February 2026 Receivable Purchase Agreement have each made customary representations and warranties.

We agreed to various covenants and agreements, including, among others, our agreement to perform in all material respects all terms, covenants and other provisions required to be performed by us thereunder and to service any receivable (or portion thereof) sold thereunder.

The February 2026 Receivable Purchase Agreement contains specified repurchase obligations that would require us to repurchase the purchased receivable portions upon the purchaser's request if certain events occur in respect of the purchased receivable portions prior to the termination of the February 2026 Receivable Purchase Agreement.

The above description of the February 2026 Receivable Purchase Agreement does not purport to be complete and is subject to, and qualified in its entirety by, reference to the February 2026 Receivable Purchase Agreement and the related performance guaranty provided by us, copies of which are filed as Exhibits 2.1 and 2.2 to this Annual Report on Form 10-K and are incorporated herein by reference.

(a) None.

Information concerning our directors will appear in our Proxy Statement for our [removed: 2025] [added: 2026] annual meeting of stockholders under "Proposal One: Election of Directors." This portion of the Proxy Statement is incorporated herein by reference.

Information concerning our executive officers' compliance with Section 16(a) of the Exchange Act will appear in our Proxy Statement for our [removed: 2025] [added: 2026] annual meeting of stockholders under "Delinquent Section 16(a) Reports," if applicable.

Information concerning certain corporate governance matters, including information concerning our audit committee financial [removed: expert and] [added: expert,] identification of our Audit and Compliance [removed: Committee,] [added: Committee] and our code of ethics will appear in our Proxy Statement for our [removed: 2025] [added: 2026] annual meeting of stockholders under "Corporate Governance." These portions of our Proxy Statement are incorporated herein by reference.

The Company has adopted the Policy on Inside Information and Insider Trading attached as Exhibit 19.1 hereto, which governs the purchase, [removed: sale,] [added: sale] and/or other dispositions of the Company's securities by directors, officers and employees, and by the Company itself, and is reasonably designed to promote compliance with insider trading laws, rules and regulations, and the NYSE listing standards.

Information concerning executive compensation will appear in our Proxy Statement for our [removed: 2025] [added: 2026] Annual Meeting of Stockholders under "Executive Compensation." Information concerning Compensation and Talent Committee interlocks and insider participation will appear in the Proxy Statement for our [removed: 2025] [added: 2026] Annual Meeting of Stockholders under "Compensation & Talent Committee Interlocks and Insider Participation." These portions of the Proxy Statement are incorporated herein by reference.

Information concerning the security ownership of certain beneficial owners and management and our equity compensation plans will appear in our Proxy Statement for our [removed: 2025] [added: 2026] annual meeting of stockholders under "Security Ownership of Certain Beneficial Owners and Management" and "Equity Compensation Plan Information." These portions of the Proxy Statement are incorporated herein by reference.

Information concerning director independence, certain relationships and related transactions will appear in our Proxy Statement for our [removed: 2025] [added: 2026] annual meeting of stockholders under "Corporate Governance," "Independence of Directors" and "Related Party Transactions." These portions of our Proxy Statement are incorporated herein by reference.

Information concerning principal accountant fees and services will appear in our Proxy Statement for our [removed: 2025] [added: 2026] annual meeting of stockholders under "Proposal Three: Ratification of Appointment of Independent Registered Public Accounting Firm." This portion of our Proxy Statement is incorporated herein by reference.

Consolidated Balance Sheets as of December 31, [removed: 2024] [added: 2025] and [removed: 2023][added: 2024]

Consolidated Statements of Operations for the years ended December 31, [removed: 2024, 2023] [added: 2025, 2024] and [removed: 2022][added: 2023]

Consolidated Statements of Comprehensive Earnings (Loss) for the years ended December 31, [removed: 2024, 2023] [added: 2025, 2024] and [removed: 2022][added: 2023]

Consolidated Statements of Stockholders' Equity for the years ended December 31, [removed: 2024, 2023] [added: 2025, 2024] and [removed: 2022][added: 2023]

Consolidated Statements of Cash Flows for the years ended December 31, [removed: 2024, 2023] [added: 2025, 2024] and [removed: 2022][added: 2023]

| [removed: 10.4] [added: 10.5] | | | * | | | [Amended and Restated Non-Employee Directors Deferred Stock Compensation [removed: Plan](https://www.sec.gov/Archives/edgar/data/1071739/000107173924000157/a2024063010-qexhibit101.htm)] [added: Plan](https://www.sec.gov/Archives/edgar/data/1071739/000107173925000150/a2025063010-qexhibit103.htm)] | | | | | | | | | | | | 10-Q | | | | | | July [removed: 26, 2024] [added: 25, 2025] | | | | | | [removed: 10.1] [added: 10.3] | | |

| [removed: 10.5] [added: 10.6] | | | * | | | [Amended and Restated Voluntary Nonqualified Deferred Compensation Plan](https://www.sec.gov/Archives/edgar/data/1071739/000107173924000037/a2023123110-kexhibit105.htm) | | | | | | | | | | | | 10-K | | | | | | February 20, 2024 | | | | | | 10.5 | | |

| [removed: 10.6] [added: 10.7] | | | * | | | [Centene Corporation 2007 Long-Term Incentive Plan, as [removed: Amended](https://www.sec.gov/Archives/edgar/data/1071739/000107173921000039/a2020123110-kexhibit106.htm)] [added: amended](https://www.sec.gov/Archives/edgar/data/1071739/000107173921000039/a2020123110-kexhibit106.htm)] | | | | | | | | | | | | 10-K | | | | | | February 22, 2021 | | | | | | 10.6 | | |

| [removed: 10.7] [added: 10.8] | | | * | | | [Centene Corporation Short-Term Executive Compensation Plan](https://www.sec.gov/Archives/edgar/data/1071739/000107173911000012/exhibit1012.htm) | | | | | | | | | | | | 10-K | | | | | | February 22, 2011 | | | | | | 10.12 | | |

| [removed: 10.8] [added: 10.9] | | | * | | | [Executive Severance and Change in Control Plan](https://www.sec.gov/Archives/edgar/data/1071739/000107173924000200/a2024093010-qexhibit101.htm) | | | | | | | | | | | | 10-Q | | | | | | October 25, 2024 | | | | | | 10.1 | | |

| [removed: 10.9] [added: 10.10] | | | * | | | [Form of Non-Employee Director Compensation [removed: Policy](https://www.sec.gov/Archives/edgar/data/1071739/000107173925000027/a2024123110-kexhibit109.htm)] [added: Policy](https://www.sec.gov/Archives/edgar/data/1071739/000107173925000150/a2025063010-qexhibit101.htm)] | | | | | | [removed: X] | | | | | | [added: 10-Q] | | | | | | [added: July 25, 2025] | | | | | | [added: 10.1] | | |

| [removed: 10.10] [added: 10.11] | | | * | | | [Form of Non-Employee Director Restricted Stock Unit Agreement [removed: #1](https://www.sec.gov/Archives/edgar/data/1071739/000107173924000157/a2024063010-qexhibit102.htm)] [added: #1](https://www.sec.gov/Archives/edgar/data/1071739/000107173925000150/a2025063010-qexhibit102.htm)] | | | | | | | | | | | | 10-Q | | | | | | July [removed: 26, 2024] [added: 25, 2025] | | | | | | 10.2 | | |

| [removed: 10.11] [added: 10.12] | | | * | | | [Form of Non-statutory Stock Option Agreement (Employees) #1](https://www.sec.gov/Archives/edgar/data/1071739/000107173921000039/a2020123110-kexhibit1011.htm) | | | | | | | | | | | | 10-K | | | | | | February 22, 2021 | | | | | | 10.11 | | |

| [removed: 10.12] [added: 10.13] | | | * | | | [Form of Non-statutory Stock Option Agreement (Employees) #2](https://www.sec.gov/Archives/edgar/data/1071739/000107173922000071/a2021123110-kexhibit1012.htm) | | | | | | | | | | | | 10-K | | | | | | February 22, 2022 | | | | | | 10.12 | | |

| [removed: 10.13] [added: 10.14] | | | * | | | [Form of Non-statutory Stock Option Agreement (Directors)](https://www.sec.gov/Archives/edgar/data/1071739/000107173923000047/a2022123110-kexhibit1013.htm) | | | | | | | | | | | | 10-K | | | | | | February 21, 2023 | | | | | | 10.13 | | |

| [removed: 10.14] [added: 10.15] | | | * | | | [Form of Restricted Stock Agreement (Directors) #1](https://www.sec.gov/Archives/edgar/data/1071739/000107173923000047/a2022123110-kexhibit1014.htm) | | | | | | | | | | | | 10-K | | | | | | February 21, 2023 | | | | | | 10.14 | | |

| [removed: 10.15] [added: 10.16] | | | * | | | [Form of Restricted Stock Agreement (Directors) #2](https://www.sec.gov/Archives/edgar/data/1071739/000107173923000183/a2023063010-qexhibit101.htm) | | | | | | | | | | | | 10-Q | | | | | | July 28, 2023 | | | | | | 10.1 | | |

| [removed: 10.16] [added: 10.20] | | | * | | | [Form of Restricted Stock Unit Agreement [removed: #1](https://www.sec.gov/Archives/edgar/data/1071739/000107173924000097/a2024033110-qexhibit101.htm)] [added: #4](https://www.sec.gov/Archives/edgar/data/1071739/000107173924000097/a2024033110-qexhibit101.htm)] | | | | | | | | | | | | 10-Q | | | | | | April 26, 2024 | | | | | | 10.1 | | |

| 10.17 | | | * | | | [Form of Restricted Stock Unit Agreement [removed: #2](https://www.sec.gov/Archives/edgar/data/1071739/000107173920000281/a20201215-exhibit101.htm)] [added: #1](https://www.sec.gov/Archives/edgar/data/1071739/000107173920000281/a20201215-exhibit101.htm)] | | | | | | | | | | | | 8-K | | | | | | December 21, 2020 | | | | | | 10.1 | | |

| 10.18 | | | * | | | [Form of Restricted Stock Unit Agreement [removed: #3](https://www.sec.gov/Archives/edgar/data/1071739/000107173923000116/a2023033110-qexhibit101.htm)] [added: #2](https://www.sec.gov/Archives/edgar/data/1071739/000107173923000116/a2023033110-qexhibit101.htm)] | | | | | | | | | | | | 10-Q | | | | | | April 25, 2023 | | | | | | 10.1 | | |

| 10.19 | | | * | | | [Form of Restricted Stock Unit Agreement [removed: #4](https://www.sec.gov/Archives/edgar/data/1071739/000107173923000116/a2023033110-qexhibit102.htm)] [added: #3](https://www.sec.gov/Archives/edgar/data/1071739/000107173923000116/a2023033110-qexhibit102.htm)] | | | | | | | | | | | | 10-Q | | | | | | April 25, 2023 | | | | | | 10.2 | | |

| [removed: 10.20] [added: 10.25] | | | * | | | [Form of Performance Based Restricted Stock Unit Agreement [removed: #1](https://www.sec.gov/Archives/edgar/data/1071739/000107173924000097/a2024033110-qexhibit102.htm)] [added: #3](https://www.sec.gov/Archives/edgar/data/1071739/000107173924000097/a2024033110-qexhibit102.htm)] | | | | | | | | | | | | 10-Q | | | | | | April 26, 2024 | | | | | | 10.2 | | |

| [removed: 10.21] [added: 10.23] | | | * | | | [Form of Performance Based Restricted Stock Unit Agreement [removed: #2](https://www.sec.gov/Archives/edgar/data/1071739/000107173920000281/a20201215-exhibit102.htm)] [added: #1](https://www.sec.gov/Archives/edgar/data/1071739/000107173920000281/a20201215-exhibit102.htm)] | | | | | | | | | | | | 8-K | | | | | | December 21, 2020 | | | | | | 10.2 | | |

| [removed: 10.22] [added: 10.24] | | | * | | | [Form of Performance Based Restricted Stock Unit Agreement [removed: #3](https://www.sec.gov/Archives/edgar/data/1071739/000107173923000116/a2023033110-qexhibit103.htm)] [added: #2](https://www.sec.gov/Archives/edgar/data/1071739/000107173923000116/a2023033110-qexhibit103.htm)] | | | | | | | | | | | | 10-Q | | | | | | April 25, 2023 | | | | | | 10.3 | | |

| [removed: 10.23] [added: 10.29] | | | * | | | [Form of Long-Term Incentive Plan Agreement](https://www.sec.gov/Archives/edgar/data/1071739/000107173920000281/a20201215-exhibit103.htm) | | | | | | | | | | | | 8-K | | | | | | December 21, 2020 | | | | | | 10.3 | | |

| [removed: 10.24] [added: 10.31] | | | | | | [Fourth Amended and Restated Credit Agreement, dated as of August 16, 2021, among the Company, Wells Fargo Bank, National Association, as administrative agent, and the lenders and other parties thereto](https://www.sec.gov/Archives/edgar/data/0001071739/000114036121028770/brhc10028154_ex1-1.htm) | | | | | | | | | | | | 8-K | | | | | | August 18, 2021 | | | | | | 1.1 | | |

| [removed: 10.24a] [added: 10.31a] | | | | | | [First Amendment to the Fourth Amended and Restated Credit Agreement, dated as of May 31, 2023, by and among Centene Corporation, the several banks and other financial institutions party thereto, and Wells Fargo Bank, National Association, as the administrative [removed: agent.](https://www.sec.gov/Archives/edgar/data/1071739/000107173923000157/a20230606exhibit101.htm)] [added: agent](https://www.sec.gov/Archives/edgar/data/1071739/000107173923000157/a20230606exhibit101.htm)] | | | | | | | | | | | | 8-K | | | | | | June 6, 2023 | | | | | | 10.1 | | |

| [removed: 10.25] [added: 10.32] | | | * | | | [Executive Employment Agreement between Centene Corporation and Sarah M. London, dated April 27, 2022](https://www.sec.gov/Archives/edgar/data/1071739/000107173922000286/a2022063010-qexhibit101.htm) | | | | | | | | | | | | 10-Q | | | | | | July 26, 2022 | | | | | | 10.1 | | |

| [removed: 10.25a] [added: 10.32a] | | | * | | | [Amendment of Executive Employment Agreement between Centene Corporation and Sarah M. London, dated February 20, 2023](https://www.sec.gov/Archives/edgar/data/1071739/000107173923000047/a2022123110-kexhibit1022a.htm) | | | | | | | | | | | | 10-K | | | | | | February 21, 2023 | | | | | | 10.22a | | |

| [removed: 10.26] [added: 10.33] | | | * | | | [Executive Employment Agreement between Centene Corporation and Andrew Asher, dated April 28, 2022](https://www.sec.gov/Archives/edgar/data/1071739/000107173922000286/a2022063010-qexhibit103.htm) | | | | | | | | | | | | 10-Q | | | | | | July 26, 2022 | | | | | | 10.3 | | |

| [removed: 10.26a] [added: 10.33a] | | | * | | | [Amendment of Executive Employment Agreement between Centene Corporation and Andrew Asher, dated February 20, 2023](https://www.sec.gov/Archives/edgar/data/1071739/000107173923000047/a2022123110-kexhibit1023a.htm) | | | | | | | | | | | | 10-K | | | | | | February 21, 2023 | | | | | | 10.23a | | |

| [removed: 10.27] [added: 10.34] | | | * | | | [Executive Employment Agreement between Centene Corporation and Kenneth Fasola, dated February 20, 2023](https://www.sec.gov/Archives/edgar/data/1071739/000107173923000047/a2022123110-kexhibit1024.htm) | | | | | | | | | | | | 10-K | | | | | | February 21, 2023 | | | | | | 10.24 | | |

| [removed: 10.30] [added: 10.35] | | | * | | | [Executive Officer Cash Severance Policy](https://www.sec.gov/Archives/edgar/data/1071739/000107173923000047/a2022123110-kexhibit1031.htm) | | | | | | | | | | | | 10-K | | | | | | February 21, 2023 | | | | | | 10.31 | | |

| [removed: 10.31] [added: 10.36] | | | * | | | [Executive Restricted Covenant Agreement](https://www.sec.gov/Archives/edgar/data/1071739/000107173924000037/a2023123110-kexhibit1031.htm) | | | | | | | | | | | | 10-K | | | | | | February 20, 2024 | | | | | | 10.31 | | |

| 19.1 | | | | | | [Policy on Inside Information and Insider [removed: Trading](https://www.sec.gov/Archives/edgar/data/1071739/000107173925000027/a2024123110-kexhibit191.htm)] [added: Trading](https://www.sec.gov/Archives/edgar/data/1071739/000107173926000049/a2025123110-kexhibit191.htm)] | | | | | | X | | | | | | | | | | | | | | | | | | | | |

| 21 | | | | | | [List of [removed: subsidiaries](https://www.sec.gov/Archives/edgar/data/1071739/000107173925000027/a2024123110-kexhibit21.htm)] [added: subsidiaries](https://www.sec.gov/Archives/edgar/data/1071739/000107173926000049/a2025123110-kexhibit21.htm)] | | | | | | X | | | | | | | | | | | | | | | | | | | | |

| 23 | | | | | | [Consent of Independent Registered Public Accounting Firm incorporated by reference in each prospectus constituting part of the Registration Statements on Form S-8 (File Numbers 333-261993, 333-255735, 333-238597, 333-236036, 333-217634, 333-210376, 333-197737, 333-180976, [added: 333-90976,] and [removed: 333-90976)] [added: 333-287399)] and Form S-3 (File Number [removed: 333-277218)](https://www.sec.gov/Archives/edgar/data/1071739/000107173925000027/a2024123110-kexhibit23.htm)] [added: 333-277218)](https://www.sec.gov/Archives/edgar/data/1071739/000107173926000049/a2025123110-kexhibit23.htm)] | | | | | | X | | | | | | | | | | | | | | | | | | | | |

| 31.1 | | | | | | [Certification Pursuant to Rule 13a-14(a) and 15d-14(a) of the Exchange Act, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (Chief Executive [removed: Officer)](https://www.sec.gov/Archives/edgar/data/1071739/000107173925000027/a2024123110-kexhibit311.htm)] [added: Officer)](https://www.sec.gov/Archives/edgar/data/1071739/000107173926000049/a2025123110-kexhibit311.htm)] | | | | | | X | | | | | | | | | | | | | | | | | | | | |

| 31.2 | | | | | | [Certification Pursuant to Rule 13a-14(a) and 15d-14(a) of the Exchange Act, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (Chief Financial [removed: Officer)](https://www.sec.gov/Archives/edgar/data/1071739/000107173925000027/a2024123110-kexhibit312.htm)] [added: Officer)](https://www.sec.gov/Archives/edgar/data/1071739/000107173926000049/a2025123110-kexhibit312.htm)] | | | | | | X | | | | | | | | | | | | | | | | | | | | |

| 32.1 | | | # | | | [Certification Pursuant to 18 U.S.C. Section 1350 (Chief Executive [removed: Officer)](https://www.sec.gov/Archives/edgar/data/1071739/000107173925000027/a2024123110-kexhibit321.htm)] [added: Officer)](https://www.sec.gov/Archives/edgar/data/1071739/000107173926000049/a2025123110-kexhibit321.htm)] | | | | | | X | | | | | | | | | | | | | | | | | | | | |

| 2.1 | | | | | | [Receivable Purchase Agreement, dated as of February 13, 2026](https://www.sec.gov/Archives/edgar/data/1071739/000107173926000049/a2025123110-kexhibit21a.htm) | | | | | | X | | | | | | | | | | | | | | | | | | | | |

| 2.2 | | | | | | [Performance Guaranty, dated as of February 13, 2026](https://www.sec.gov/Archives/edgar/data/1071739/000107173926000049/a2025123110-kexhibit22.htm) | | | | | | X | | | | | | | | | | | | | | | | | | | | |

| 10.4 | | | * | | | [Centene Corporation 2025 Stock Incentive Plan (incorporated by reference to Appendix B to the Registrant's definitive proxy statement on Schedule 14A, filed on March 27, 2025)](https://www.sec.gov/Archives/edgar/data/1071739/000107173925000063/cnc-20250327.htm#i9cf7720de9f94e68886511322ef82fd9_277) | | | | | | | | | | | | DEF 14A | | | | | | March 27, 2025 | | | | | | | | |

| 10.21 | | | * | | | [Form of Restricted Stock Unit Agreement #5](https://www.sec.gov/Archives/edgar/data/1071739/000107173925000086/a2025033110-qexhibit101.htm) | | | | | | | | | | | | 10-Q | | | | | | April 25, 2025 | | | | | | 10.1 | | |

| 10.22 | | | * | | | [Form of Restricted Stock Unit Agreement #6](https://www.sec.gov/Archives/edgar/data/1071739/000107173926000049/a2025123110-kexhibit1022.htm) | | | | | | X | | | | | | | | | | | | | | | | | | | | |

| 10.26 | | | * | | | [Form of Performance Based Restricted Stock Unit Agreement #4](https://www.sec.gov/Archives/edgar/data/1071739/000107173925000086/a2025033110-qexhibit102.htm) | | | | | | | | | | | | 10-Q | | | | | | April 25, 2025 | | | | | | 10.2 | | |

| 10.27 | | | * | | | [Form of Performance Based Restricted Stock Unit Agreement #5](https://www.sec.gov/Archives/edgar/data/1071739/000107173926000049/a2025123110-kexhibit1027.htm) | | | | | | X | | | | | | | | | | | | | | | | | | | | |

| 10.28 | | | * | | | [Performance Based Restricted Stock Unit Agreement for Andrew Asher](https://www.sec.gov/Archives/edgar/data/1071739/000107173925000086/a2025033110-qexhibit103.htm) | | | | | | | | | | | | 10-Q | | | | | | April 25, 2025 | | | | | | 10.3 | | |

| 10.30 | | | | | | [Credit Agreement, dated as of March 5, 2025, by and among Centene Corporation, the lenders from time to time party thereto and Wells Fargo Bank, National Association, as the administrative agent for the lenders](https://www.sec.gov/Archives/edgar/data/1071739/000107173925000040/a20250305form8-kexhibit101.htm) | | | | | | | | | | | | 8-K | | | | | | March 5, 2025 | | | | | | 10.1 | | |

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| 10.28 | | | * | | | [Executive Employment Agreement between Centene Corporation and James E. Murray, dated February 20, 2023](https://www.sec.gov/Archives/edgar/data/1071739/000107173923000047/a2022123110-kexhibit1025.htm) | | | | | | | | | | | | 10-K | | | | | | February 21, 2023 | | | | | | 10.25 | | |

| 10.29 | | | * | | | [Transition Services Agreement between Centene Corporation and Kenneth Burdick, dated February 21, 2020](https://www.sec.gov/Archives/edgar/data/1071739/000107173921000039/a2020123110-kexhibit1025.htm) | | | | | | | | | | | | 10-K | | | | | | February 22, 2021 | | | | | | 10.25 | | |

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized, as of February [removed: 18, 2025.][added: 17, 2026.]

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities as indicated, as of February [removed: 18, 2025.][added: 17, 2026.]

| /s/ Kenneth Y. Tanji | | | | | | Director | | |

| Kenneth Y. Tanji | | | | | | | | |

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| /s/ Wayne S. DeVeydt | | | | | | Director | | |

| Wayne S. DeVeydt | | | | | | | | |

| /s/ Thomas R. Greco | | | | | | Director | | |

| Thomas R. Greco | | | | | | | | |

| /s/ Lori J. Robinson | | | | | | Director | | |

| Lori J. Robinson | | | | | | | | |