cnc-20260619
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): June 19, 2026
CENTENE CORPORATION
(Exact Name of Registrant as Specified in Charter)
| Delaware | 001-31826 | 42-1406317 | ||||||||||||
(State or Other Jurisdiction of Incorporation) | (Commission File Number) | (IRS Employer Identification No.) | ||||||||||||
| 7700 Forsyth Boulevard, | ||||||||||||||
| St. Louis, | Missouri | 63105 | ||||||||||||
| (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 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 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 June 19, 2026, the Board of Directors (the Board) of Centene Corporation (the Company) increased the size of the Board from 9 to 10 and elected Lauren Tyler to the Board to fill the resulting vacancy, with a term expiring at the Company's 2027 annual meeting of stockholders. She is anticipated to serve as a member of the Audit Committee and the Compensation and Talent Committee, effective as of July 1, 2026.
Ms. Tyler served for more than two decades at JPMorgan Chase & Co., a multinational banking institution. She most recently served as Executive Vice President, Global Head of Human Resources for JPMorgan Chase’s Asset & Wealth Management Division from 2015 to 2024. From 2014 to 2015, Ms. Tyler served as its Global Firmwide Chief Auditor. Prior to that, Ms. Tyler had served as its Global Firmwide Head of Investor Relations from 2009 to 2012. Ms. Tyler currently serves on the board of Cencora, Inc., a global pharmaceutical company and Guardian Life, a leading mutual insurance company.
Ms. Tyler 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 27, 2026.
There are no arrangements or understandings pursuant to which Ms. Tyler has been elected as a director of the Company. There are no family relationships between Ms. Tyler 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 Ms. Tyler 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 Number | Description | |||||||
| 99.1 | ||||||||
| 104 | Cover 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: | June 22, 2026 | By: | /s/ Christopher A. Koster | |||||||||||
| Christopher A. Koster Executive Vice President, Secretary and General Counsel | ||||||||||||||