Centene 10-Q 2026-06-30

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

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FORM 10-Q

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(Mark One)

☒			QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended June 30, 2026

OR

☐			TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from _____ to _____

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Commission file number: 001-31826

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CENTENE CORPORATION

(Exact name of registrant as specified in its charter)

Delaware									42-1406317
(State or other jurisdiction of									(I.R.S. Employer
incorporation or organization)									Identification Number)
7700 Forsyth Boulevard
St. Louis,			Missouri						63105
(Address of principal executive offices)									(Zip Code)

Registrant's telephone number, including area code: (314) 725-4477

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

Title of Each Class			Trading Symbol(s)			Name of Each Exchange on Which Registered
Common Stock $0.001 Par Value			CNC			New York Stock Exchange

Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days ☒ Yes ☐ No

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files) ☒ Yes ☐ No

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of "large accelerated filer", "accelerated filer", "smaller reporting company", and "emerging growth company" in Rule 12b-2 of the Exchange Act.

Large accelerated filer			☒			Accelerated filer			☐
Non-accelerated filer			☐			Smaller reporting company			☐
						Emerging growth company			☐

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

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

As of July 24, 2026, the registrant had 493,995 thousand shares of common stock outstanding.

CENTENE CORPORATION

QUARTERLY REPORT ON FORM 10-Q

TABLE OF CONTENTS

						PAGE
Part I
Financial Information
Item 1.			Financial Statements			1
			Consolidated Balance Sheets as of June 30, 2026 (unaudited) and December 31, 2025			1
			Consolidated Statements of Operations for the Three and Six Months Ended June 30, 2026 and 2025 (unaudited)			2
			Consolidated Statements of Comprehensive Earnings (Loss) for the Three and Six Months Ended June 30, 2026 and 2025 (unaudited)			3
			Consolidated Statements of Stockholders' Equity for the Three and Six Months Ended June 30, 2026 and 2025 (unaudited)			4
			Consolidated Statements of Cash Flows for the Six Months Ended June 30, 2026 and 2025 (unaudited)			5
			Notes to the Consolidated Financial Statements (unaudited)			6
Item 2.			Management's Discussion and Analysis of Financial Condition and Results of Operations			19
Item 3.			Quantitative and Qualitative Disclosures About Market Risk			36
Item 4.			Controls and Procedures			36
Part II
Other Information
Item 1.			Legal Proceedings			37
Item 1A.			Risk Factors			37
Item 2.			Unregistered Sales of Equity Securities and Use of Proceeds			37
Item 5.			Other Information			37
Item 6.			Exhibits			38
Signatures						39

CAUTIONARY STATEMENT ON FORWARD-LOOKING STATEMENTS

All statements, other than statements of current or historical fact, contained in this filing are forward-looking statements. Without limiting the foregoing, forward-looking statements often use words such as "believe," "anticipate," "plan," "expect," "estimate," "predict," "intend," "seek," "target," "goal," "potential," "may," "will," "would," "could," "should," "can," "continue," and other similar words or expressions (and the negative thereof). Centene Corporation and its subsidiaries (Centene, the Company, our or we) intends such forward-looking statements to be covered by the safe-harbor provisions for forward-looking statements contained in the Private Securities Litigation Reform Act of 1995, and we are including this statement for purposes of complying with these safe-harbor provisions. In particular, these statements include, without limitation, statements about our expected future operating or financial performance, changes in laws and regulations, market opportunity, 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. These statements may be found in the various sections of this filing, such as Part I, Item 2. "Management's Discussion and Analysis of Financial Condition and Results of Operations," Part II, Item 1. "Legal Proceedings," and Part II, Item 1A. "Risk Factors."

These forward-looking statements reflect our current views with respect to future events and are based on numerous assumptions and assessments made by us in light of our experience and perception of historical trends, current conditions, business strategies, operating environments, future developments, and other factors we believe appropriate. 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, performance, or achievements to be materially different from any future results, performance, or achievements expressed or implied by these forward-looking statements. These statements are not guarantees of future performance and are subject to risks, uncertainties, and assumptions.

All forward-looking statements included in this filing are based on information available to us on the date of this filing. Except as may be otherwise required by law, we undertake no obligation to update or revise the forward-looking statements included in this filing, whether as a result of new information, future events, or otherwise, after the date of this filing. You should not place undue reliance on any forward-looking statements, as actual results may differ materially from projections, estimates, or other forward-looking statements due to a variety of important factors, variables, and events including, but not limited to:

• our ability to design and price products that are competitive and/or actuarially sound;

• our ability to accurately predict and effectively manage health benefits and other operating expenses and reserves, including fluctuations in medical costs;

• rate cuts, insufficient rate changes or other payment reductions or delays by government payors affecting our government businesses;

• the effect of social, economic, and political conditions, geopolitical events and state and federal policies, including 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 federal or state laws or regulations, including changes with respect to income tax reform or government healthcare programs as well as changes with respect to the Patient Protection and Affordable Care Act and the Health Care and Education Affordability Reconciliation Act (collectively referred to as the ACA) and any regulations enacted thereunder, including the timing and terms of renewal or modification of the Enhanced Advance Premium Tax Credits (eAPTCs) or program integrity initiatives that could have the effect of reducing membership or profitability of our products;

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

• our ability to successfully execute on our enterprise optimization initiatives, including any separation programs;

• our ability to maintain or achieve improvement in the Centers for Medicare and Medicaid Services (CMS) Star ratings and maintain or achieve improvement in other quality scores in each case that could impact revenue and future growth;

• competition, including for providers, broker distribution networks, contract reprocurements and organic growth;

• our ability to adequately anticipate demand and timely provide for operational resources to maintain service level requirements in compliance with the terms of our contracts and state and federal regulations;

• 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;

• our ability to manage our information systems effectively;

• disruption, unexpected costs, or similar risks from business transactions, including acquisitions, divestitures, and changes in our relationships with third-party vendors;

i

• impairments to real estate, investments, goodwill and intangible assets;

• changes in senior management, loss of one or more key personnel or an inability to attract, hire, integrate and retain skilled personnel;

• membership and revenue declines or unexpected trends;

• changes in healthcare practices, new technologies, and advances in medicine;

• our ability to effectively and ethically use artificial intelligence and machine learning in compliance with applicable laws;

• 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;

• uncertainty concerning government shutdowns, debt ceilings or funding;

• tax matters;

• disasters, climate-related incidents, acts of war or aggression or major epidemics;

• changes in expected contract start dates and terms;

• changes in provider, broker, vendor, 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 expiration, suspension, or termination of our contracts with federal or state governments (including, but not limited to, Medicaid, Medicare or other customers);

• the difficulty of predicting the timing or outcome of legal or regulatory audits, investigations, proceedings or matters including, but not limited to, our ability to resolve claims and/or allegations on acceptable terms, or at all, or whether additional claims, reviews or investigations will be brought;

• challenges to our contract awards;

• cyber-attacks or other data security incidents or our failure to comply with applicable privacy, data or security laws and regulations;

• 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 third-party consents or approvals for acquisitions or dispositions;

• any changes in expected closing dates, estimated purchase price, or accretion for acquisitions or dispositions;

• losses in our investment portfolio;

• restrictions and limitations in connection with our indebtedness;

• a downgrade of our corporate family rating, issuer rating or credit rating of our indebtedness; and

• the availability of debt and equity financing on terms that are favorable to us.

This list of important factors is not intended to be exhaustive. We discuss certain of these matters more fully, as well as certain other factors that may affect our business operations, financial condition, and results of operations, in our filings with the Securities and Exchange Commission (SEC), including our annual report on Form 10-K, other quarterly reports on Form 10-Q and current reports on Form 8-K. Due to these important factors and risks, we cannot give assurances with respect to our future performance, including without limitation our ability to maintain adequate premium levels or our ability to control our future medical and selling, general and administrative (SG&A) costs.

ii

Non-GAAP Financial Presentation

The Company is providing certain non-GAAP financial measures in this report as the Company believes that these figures are helpful in allowing investors to more accurately assess the ongoing nature of the Company's operations and measure the Company's performance more consistently across periods. The Company uses the presented non-GAAP financial measures internally in evaluating the Company's performance and for planning purposes, by allowing management to focus on period-to-period changes in the Company's core business operations, and in determining employee incentive compensation. Therefore, the Company believes that this information is meaningful in addition to the information contained in the GAAP presentation of financial information. The Company strongly encourages investors to review its consolidated financial statements and publicly filed reports in their entirety and cautions investors that the non-GAAP financial measures used by the Company may differ from similar measures used by other companies, even when similar terms are used to identify such measures. The presentation of non-GAAP financial measures is not intended to be considered in isolation or as a substitute for the financial information prepared and presented in accordance with GAAP.

Specifically, the Company believes the presentation of non-GAAP financial measures that excludes amortization of acquired intangible assets, acquisition and divestiture related expenses, as well as other items, allows investors to develop a more meaningful understanding of the Company's core performance over time.

The tables below provide reconciliations of non-GAAP items ($ in millions, except per share data):

			Three Months Ended June 30,												Six Months Ended June 30,
			2026						2025						2026						2025
GAAP net earnings (loss) attributable to Centene			$	1,091					$	(253)					$	2,632					$	1,058
Amortization of acquired intangible assets			161						173						327						346
Acquisition and divestiture related expenses			—						1						—						1
Other adjustments (1)			46						58						53						61
Income tax effects of adjustments (2)			(50)						(58)						(92)						(100)
Adjusted net earnings (loss)			$	1,248					$	(79)					$	2,920					$	1,366
GAAP diluted earnings (loss) per share attributable to Centene			$	2.19					$	(0.51)					$	5.30					$	2.13
Amortization of acquired intangible assets			0.32						0.35						0.66						0.70
Acquisition and divestiture related expenses			—						—						—						—
Other adjustments (1)			0.09						0.12						0.11						0.12
Income tax effects of adjustments (2)			(0.09)						(0.12)						(0.19)						(0.20)
Adjusted diluted earnings (loss) per share			$	2.51					$	(0.16)					$	5.88					$	2.75

(1) Other adjustments include the following pre-tax items:

2026:

(a) for the three months ended June 30, 2026: enterprise optimization costs of $37 million, or $0.07 per share ($0.06 after-tax), severance costs due to enterprise optimization and contract exits of $15 million, or $0.03 per share ($0.02 after-tax), and net gain on debt extinguishment of $6 million, or $0.01 per share ($0.01 after-tax);

(b) for the six months ended June 30, 2026: enterprise optimization costs of $50 million, or $0.10 per share ($0.08 after-tax), severance costs due to enterprise optimization and contract exits of $18 million, or $0.04 per share ($0.03 after-tax); gain on sale of a provider network in the Other segment of $10 million, or $0.02 per share ($0.02 after-tax), net gain on real estate transactions of $4 million, or $0.01 per share ($0.01 after-tax), and net gain on debt extinguishment of $1 million, or $0.00 per share ($0.00 after-tax);

2025:

(a) for the three months ended June 30, 2025: 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), and a reduction to the previously reported gain on real estate transactions of $3 million, or $0.01 per share ($0.01 after-tax);

iii

(b) for the six months ended June 30, 2025: 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), a reduction to the previously reported gain on the sale of Magellan Rx of $10 million, or $0.02 per share ($0.02 after-tax), and a net gain on real estate transactions of $4 million, or $0.01 per share ($0.01 after-tax).

(2) The income tax effects of adjustments are based on the effective income tax rates applicable to each adjustment.

			Three Months Ended June 30,												Six Months Ended June 30,
			2026						2025						2026						2025
GAAP selling, general and administrative expenses			$	3,103					$	3,036					$	6,500					$	6,389
Less:
Acquisition and divestiture related expenses			—						1						—						1
Severance			15						—						18						—
Enterprise optimization costs			37						—						50						—
Adjusted selling, general and administrative expenses			$	3,051					$	3,035					$	6,432					$	6,388

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PART I

FINANCIAL INFORMATION

CENTENE CORPORATION AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

(In millions, except shares in thousands and per share data in dollars)

			June 30, 2026						December 31, 2025
			(Unaudited)
ASSETS
Current assets:
Cash and cash equivalents			$	24,151					$	17,888
Premium and trade receivables			18,076						18,105
Short-term investments			2,906						2,432
Other current assets			1,552						1,945
Total current assets			46,685						40,370
Long-term investments			16,302						17,035
Restricted deposits			1,487						1,412
Property, software and equipment, net			2,130						2,037
Goodwill			10,835						10,835
Intangible assets, net			4,203						4,530
Other long-term assets			1,370						528
Total assets			$	83,012					$	76,747
LIABILITIES, REDEEMABLE NONCONTROLLING INTERESTS AND STOCKHOLDERS' EQUITY
Current liabilities:
Medical claims liability			$	20,262					$	20,544
Accounts payable and accrued expenses			17,965						13,796
Return of premium payable			1,751						1,592
Unearned revenue			706						736
Current portion of long-term debt			75						50
Total current liabilities			40,759						36,718
Long-term debt			16,030						17,351
Deferred tax liability			756						833
Other long-term liabilities			2,810						1,789
Total liabilities			60,355						56,691
Commitments and contingencies
Redeemable noncontrolling interests			23						23
Stockholders' equity:
Preferred stock, $0.001 par value; authorized 10,000 shares; no shares issued or outstanding at June 30, 2026 and December 31, 2025			—						—
Common stock, $0.001 par value; authorized 800,000 shares; 625,693 issued and 493,987 outstanding at June 30, 2026, and 623,463 issued and 491,757 outstanding at December 31, 2025			1						1
Additional paid-in capital			20,890						20,777
Accumulated other comprehensive (loss)			(194)						(58)
Retained earnings			11,306						8,674
Treasury stock, at cost (131,706 and 131,706 shares, respectively)			(9,441)						(9,441)
Total Centene stockholders' equity			22,562						19,953
Nonredeemable noncontrolling interest			72						80
Total stockholders' equity			22,634						20,033
Total liabilities, redeemable noncontrolling interests and stockholders' equity			$	83,012					$	76,747

The accompanying notes to the consolidated financial statements are an integral part of these statements.

CENTENE CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF OPERATIONS

(In millions, except shares in thousands and per share data in dollars)

(Unaudited)

			Three Months Ended June 30,												Six Months Ended June 30,
			2026						2025						2026						2025
Revenues:
Premium			$	43,582					$	41,740					$	87,469					$	83,452
Service			793						727						1,561						1,504
Premium and service revenues			44,375						42,467						89,030						84,956
Premium tax			9,204						6,275						14,493						10,406
Total revenues			53,579						48,742						103,523						95,362
Expenses:
Medical costs			39,029						38,808						77,332						75,311
Cost of services			729						641						1,431						1,339
Selling, general and administrative expenses			3,103						3,036						6,500						6,389
Depreciation expense			139						141						273						283
Amortization of acquired intangible assets			161						173						327						346
Premium tax expense			9,220						6,346						14,601						10,563
Impairment			—						55						—						55
Total operating expenses			52,381						49,200						100,464						94,286
Earnings (loss) from operations			1,198						(458)						3,059						1,076
Other income (expense):
Investment and other income			435						371						842						753
Gain on debt extinguishment			6						—						1						—
Interest expense			(153)						(170)						(317)						(340)
Earnings (loss) before income tax			1,486						(257)						3,585						1,489
Income tax expense			399						2						959						434
Net earnings (loss)			1,087						(259)						2,626						1,055
Loss attributable to noncontrolling interests			4						6						6						3
Net earnings (loss) attributable to Centene Corporation			$	1,091					$	(253)					$	2,632					$	1,058
Net earnings (loss) per common share attributable to Centene Corporation:
Basic earnings (loss) per common share			$	2.21					$	(0.51)					$	5.34					$	2.14
Diluted earnings (loss) per common share			$	2.19					$	(0.51)					$	5.30					$	2.13
Weighted average number of common shares outstanding:

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The following discussion of our financial condition and results of operations should be read in conjunction with our consolidated financial statements and the related notes included elsewhere in this filing. The discussion contains forward-looking statements that involve known and unknown risks and uncertainties.

EXECUTIVE OVERVIEW

General

We are a leading healthcare enterprise that is committed to helping people live healthier lives. The Company takes a local approach with 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 offers affordable and high-quality products to more than 1 in 15 individuals across the nation, including Medicaid and Medicare members (including Medicare Prescription Drug Plans (PDPs) as well as individuals and families served by the Health Insurance Marketplace.

Our results of operations depend on our ability to manage expenses associated with health benefits (including estimated costs incurred) and selling, general and administrative (SG&A) costs. We measure operating performance based upon two key ratios. The health benefits ratio (HBR) represents medical costs as a percentage of premium revenues, excluding premium tax revenues that are separately billed, and reflects the direct relationship between the premiums received and the medical services provided. The SG&A expense ratio represents SG&A costs as a percentage of premium and service revenues, excluding premium taxes separately billed.

Trends and Uncertainties

Operating

We continue to observe and respond to elevated medical cost trend impacting the industry in recent years. 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 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 are operating in an evolving regulatory and market landscape that has contributed to overall market contraction and shifts in member metal tier distribution across carriers.

Additionally, we remain focused on working with our government partners to support the affordability of healthcare 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

The COVID-19 pandemic impacted our business as it relates to Medicaid eligibility changes. From the onset of the public health emergency (PHE) through March 2023, our Medicaid membership increased by 3.6 million members (excluding new states North Carolina and Delaware and various state product expansions or managed care organization changes). Since March 31, 2023, eligibility redeterminations have been the primary driver of our Medicaid membership decline. We anticipate that future reductions could occur resulting from ongoing state eligibility redetermination processes. We continue to work with our state partners to match rates to acuity post-redeterminations.

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. For example, in July 2026, New York terminated its Essential Plan-5, which provided state-subsidized healthcare for individuals from 200% to 250% of the Federal Poverty Level (FPL). The timing of regulatory guidance and other rulemaking changes will be critical to ensuring state and MCO implementation readiness. On June 29, 2026, a coalition of 26 states, including 24 Democratic attorney generals and two governors, challenged CMS' interim rule issued on June 3, 2026 implementing the work requirements. The lawsuit is asking the court to block certain provisions of the interim final rule that it alleges are unlawful. The lawsuit may create additional delays and uncertainty regarding the implementation and effect of work requirements on Medicaid beneficiary eligibility.

Effective January 1, 2027, the State of California will transition the Medi-Cal Unsatisfactory Immigration Status (UIS) population from managed care to the fee-for-service delivery system. The transition was enacted through California budget legislation following federal guidance indicating that capitation payments for this population are not eligible for federal matching funds. Based on current projections, approximately 250,000 UIS members served through Health Net's Medi-Cal contracts are expected to be affected by this transition. As a result, we expect a reduction in California Medicaid membership and associated premium revenue beginning in 2027. The ultimate financial impact will depend on final implementation requirements, member transition timing, and any related operational or administrative actions taken by the State.

Regulatory: Commercial

The American Rescue Plan Act (ARPA), enacted in March 2021, initially enhanced eligibility for APTCs for enrollees in the Health Insurance Marketplace. The enhanced eligibility extended by the Inflation Reduction Act (IRA), enacted in August 2022, 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 included changes to policies intended to strengthen program integrity measures in the Marketplace. For example, the Special Enrollment Period for those under 150% of the FPL was repealed beginning August 25, 2025. The Final Rule also included several provisions that would have re

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INVESTMENTS AND DEBT

As of June 30, 2026, we had short-term investments of $2.9 billion and long-term investments of $17.8 billion, including restricted deposits of $1.5 billion. The short-term investments generally consist of highly liquid securities with maturities between three and 12 months. The long-term investments consist of municipal, corporate and U.S. Treasury securities, government-sponsored obligations, life insurance contracts, asset-backed securities, and equity securities, and have maturities greater than one year. Restricted deposits consist of investments required by various state statutes to be deposited or pledged to state agencies. Due to the nature of the states' requirements, these investments are classified as long-term regardless of the contractual maturity date. Substantially all of our investments are subject to interest rate risk and will decrease in value if market rates increase. Assuming a hypothetical and immediate 1% increase in market interest rates at June 30, 2026, the fair value of our fixed income investments would decrease by approximately $618 million.

For a discussion of the interest rate risk that our investments are subject to, refer to our Annual Report on Form 10-K for the fiscal year ended December 31, 2025, Part 1, Item 1A, "Risk Factors – Our investment portfolio may suffer losses which could materially and adversely affect our results of operations or liquidity."

Evaluation of Disclosure Controls and Procedures - We maintain disclosure controls and procedures as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934 (the Exchange Act) that are designed to provide reasonable assurance that information required to be disclosed by us in reports that we file or submit under the Exchange Act is (i) recorded, processed, summarized and reported within the time periods specified in SEC rules and forms; and (ii) accumulated and communicated to our management, including our principal executive officer and principal financial officer, as appropriate to allow timely decisions regarding required disclosure.

In connection with the filing of this Form 10-Q, management evaluated, under the supervision and with the participation of our Chief Executive Officer and Chief Financial Officer, the effectiveness of the design and operation of our disclosure controls and procedures as of June 30, 2026. Based upon that evaluation, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures were effective as of June 30, 2026.

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 quarter ended June 30, 2026 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

PART II

OTHER INFORMATION

Item 1. Legal Proceedings.

A description of the legal proceedings to which the Company and its subsidiaries are a party is contained in Note 11. Contingencies to the consolidated financial statements included in Part I of this Quarterly Report on Form 10-Q, and is incorporated herein by reference.

There have been no material changes to the risk factors described in Item 1A of our 2025 Annual Report on Form 10-K.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

In November 2005, the Company's Board of Directors announced a stock repurchase program, which was most recently increased in December 2023. The Company is authorized to repurchase up to $10.0 billion, inclusive of past authorizations, of which $1.8 billion is available as of June 30, 2026.

The stock repurchase program is effected primarily through regular open-market purchases (which may include repurchase plans designed to comply with Rule 10b5-1 and accelerated share repurchases), the amounts and timing of which are subject to the Company's discretion as part of its capital allocation strategy, and may be based upon general market conditions and the prevailing price and trading volumes of its common stock. No duration has been placed on the repurchase program. The Company reserves the right to discontinue the repurchase program at any time.

Issuer Purchases of Equity Securities Second Quarter 2026 (Shares in thousands)
Period									Total Number of Shares Purchased (1)						Average Price Paid per 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 Programs ($ in millions) (2)
April 1, 2026 - April 30, 2026									13						$	35.24					—						$	1,830
May 1, 2026 - May 31, 2026									4						57.25						—						1,830
June 1, 2026 - June 30, 2026									5						57.86						—						1,830
Total									22						$	44.03					—						$	1,830
(1)			Represents 22 thousand shares relinquished to the Company by certain employees for payment of taxes.
(2)			A remaining amount of $1.8 billion is available under the stock repurchase program as of June 30, 2026.

(a) On July 27, 2026, the Company committed to accept employees' offers to participate in a voluntary separation program, which qualifies as a plan of termination described in FASB ASC paragraph 420-10-25-4, under which material charges are expected to be incurred.

During the remainder of 2026, the Company estimates it will record severance costs of approximately $315 million to $365 million primarily in connection with the program. The Company may incur additional charges in 2027 in connection with enterprise optimization initiatives; however, at this time the Company is unable in good faith to estimate the amount or range of amounts of any such charges or the related cash expenditures. The estimates described above are subject to a number of assumptions and actual amounts incurred may differ materially from such estimates. See "Cautionary Statement on Forward-Looking Statements."

(b) None.

(c) During the three months ended June 30, 2026, 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.

EXHIBIT NUMBER									DESCRIPTION
10.1						*			Non-Employee Director Compensation Policy
10.2						*			Form of Non-Employee Director Restricted Stock Agreement
31.1									Certification of Chief Executive Officer pursuant to Rule 13(a)-14(a) under the Securities Exchange Act of 1934, as amended.
31.2									Certification of Executive Vice President and Chief Financial Officer pursuant to Rule 13(a)-14(a) under the Securities Exchange Act of 1934, as amended.
32.1						#			Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
32.2						#			Certification of Executive Vice President and Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
101									The following materials from the Centene Corporation Quarterly Report on Form 10-Q for the quarter ended June 30, 2026, formatted in Inline Extensible Business Reporting Language (iXBRL): (i) the Consolidated Balance Sheets; (ii) the Consolidated Statements of Operations; (iii) the Consolidated Statements of Comprehensive Earnings (Loss); (iv) the Consolidated Statements of Stockholders' Equity; (v) the Consolidated Statements of Cash Flows and (vi) related notes.
104									Cover Page Interactive Data File, formatted in iXBRL and contained in Exhibit 101.
# This certification is deemed not filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the Exchange Act), or otherwise subject to the liability of that section, nor shall it be deemed incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act.
* Indicates a management contract or compensatory plan or arrangement.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized as of July 28, 2026.

			CENTENE CORPORATION
			By:			/s/ SARAH M. LONDON
						Chief Executive Officer (principal executive officer)

			By:			/s/ ANDREW L. ASHER
						Executive Vice President, Chief Financial Officer (principal financial officer)

			By:			/s/ THEODORE J. PIENKOS
						Corporate Controller and Chief Accounting Officer (principal accounting officer)