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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): February 20, 2025

CENTENE CORPORATION
(Exact Name of Registrant as Specified in Charter)

Delaware001-3182642-1406317
(State or Other Jurisdiction
of Incorporation)
(Commission File Number)
(IRS Employer
Identification No.)
7700 Forsyth Boulevard,
St. Louis,Missouri63105
(Address of Principal Executive Offices)(Zip Code)
Registrant's telephone number, including area code: (314) 725-4477
(Former Name or Former Address, if Changed Since Last Report): N/A
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
☐    Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐    Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐    Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐    Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:
Title of each classTrading 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 is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
 
Emerging growth company ☐
 
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐



ITEM 5.02 DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS OF CERTAIN OFFICERS

Effective February 20, 2025, the Board of Directors (the "Board") of Centene Corporation (the "Company") increased the size of the Board from 11 to 12 and elected Kenneth Tanji to the Board to fill the resulting vacancy, with a term expiring at the Company's 2025 annual meeting of stockholders. He will serve as a member of the Audit and Compliance Committee of the Board.

Mr. Tanji most recently served as Executive Vice President and Chief Financial Officer of Prudential Financial, Inc., an international financial services firm offering investment, retirement and insurance services, from 2018 to 2024. From 1988 to 2018, he held numerous leadership roles across Prudential's insurance, health insurance, annuities, and investment management businesses. Mr. Tanji currently serves on the Board of The Public Service Enterprise Group, Inc., a publicly-traded, diversified energy services company. He is also a Corporate Finance professor at Rutgers University.

Mr. Tanji will participate in the Company's standard non-employee director compensation program as described in the Company's proxy statement filed with the SEC on March 28, 2024.

There are no arrangements or understandings pursuant to which Mr. Tanji has been elected as a director of the Company. There are no family relationships between Mr. Tanji and any director or executive officer of the Company. There are no related party transactions in respect of the Company of the kind described in Item 404(a) of Regulation S-K in which Mr. Tanji was a participant.

ITEM 7.01 REGULATION FD DISCLOSURE

A copy of the press release announcing the events described in Item 5.02 above is attached hereto as Exhibit 99.1 and incorporated herein by reference.

ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS
(d) Exhibits
Exhibit NumberDescription
99.1
104Cover Page Interactive Data File (embedded within the Inline XBRL document)


SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
CENTENE CORPORATION
Date:February 24, 2025By:/s/ Christopher A. Koster
Christopher A. Koster
Executive Vice President, Secretary and General Counsel





Exhibit 99.1
                                    
             centenelogoa60.jpg
N E W S R E L E A S E                                                                    
Contact:Investor Relations InquiriesMedia Inquiries
Jennifer GilliganIsabella Wiltse
Senior Vice President, Finance & Investor RelationsVice President, Media & Public Relations
(212) 549-1306(314) 445-0790

FOR IMMEDIATE RELEASE

CENTENE APPOINTS KENNETH Y. TANJI TO BOARD OF DIRECTORS

ST. LOUIS, February 24, 2025 -- Centene Corporation (NYSE: CNC) ("the Company") announced today the appointment of Kenneth Y. Tanji to the Centene Board of Directors, effective February 20, 2025. Mr. Tanji will serve on the Company's Audit and Compliance Committee. The appointment of Mr. Tanji expands Centene's Board of Directors to 12 members.

Mr. Tanji's finance acumen spans more than three decades and includes deep knowledge of capital optimization strategies, strategic acquisitions, JV partnership models and the use of advanced analytics and technologies to scale growth.

"Ken's dynamic business and financial expertise will be beneficial as Centene continues to tackle the most complex challenges in healthcare," said Centene CEO Sarah M. London. "We are pleased to welcome him to our Board of Directors and look forward to his contributions and insight."

Mr. Tanji most recently served as Executive Vice President and Chief Financial Officer of Prudential Financial, Inc., an international financial services firm offering investment, retirement and insurance services, from 2018 to 2024. From 1988 to 2018, he held numerous leadership roles across Prudential's insurance, health insurance, annuities, and investment management businesses.

Mr. Tanji currently serves on the Board of The Public Service Enterprise Group, Inc., a publicly traded, $10.4 billion-dollar, diversified energy services company. He is also a Corporate Finance professor at Rutgers University.

"Ken's robust financial experience paired with his passion for aligning organizations to capitalize on opportunities to simplify processes, embrace new technologies and enhance the customer experience will be a unique addition to our Board," said Chairman of the Board, Frederick H. Eppinger.

"Centene's leadership in healthcare is critical to advancing the health of some of our most underserved populations," said Mr. Tanji. "I'm honored to join Centene's Board of Directors and look forward to supporting the advancement of such a mission-oriented company."
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About Centene Corporation

Centene Corporation, a Fortune 500 company, 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 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) as well as individuals and families served by the Health Insurance Marketplace.

Centene uses its investor relations website to publish important information about the Company, including information that may be deemed material to investors. Financial and other information about Centene is routinely posted and is accessible on Centene's investor relations website, https://investors.centene.com.
2
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Cover
Feb. 20, 2025
Cover [Abstract]  
Document Type 8-K
Document Period End Date Feb. 20, 2025
Entity Registrant Name CENTENE CORPORATION
Entity Incorporation, State or Country Code DE
Entity File Number 001-31826
Entity Tax Identification Number 42-1406317
Entity Address, Address Line One 7700 Forsyth Boulevard,
Entity Address, City or Town St. Louis,
Entity Address, State or Province MO
Entity Address, Postal Zip Code 63105
City Area Code 314
Local Phone Number 725-4477
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Pre-commencement Tender Offer false
Pre-commencement Issuer Tender Offer false
Entity Emerging Growth Company false
Title of 12(b) Security Common stock, $0.001 Par Value
Trading Symbol CNC
Security Exchange Name NYSE
Entity Central Index Key 0001071739
Amendment Flag false
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