<SEC-DOCUMENT>0001071739-22-000087.txt : 20220307
<SEC-HEADER>0001071739-22-000087.hdr.sgml : 20220307
<ACCEPTANCE-DATETIME>20220307204126
ACCESSION NUMBER:		0001071739-22-000087
CONFORMED SUBMISSION TYPE:	3
PUBLIC DOCUMENT COUNT:		2
CONFORMED PERIOD OF REPORT:	20220223
FILED AS OF DATE:		20220307
DATE AS OF CHANGE:		20220307

REPORTING-OWNER:	

	OWNER DATA:	
		COMPANY CONFORMED NAME:			BAGLEY SHANNON
		CENTRAL INDEX KEY:			0001915533

	FILING VALUES:
		FORM TYPE:		3
		SEC ACT:		1934 Act
		SEC FILE NUMBER:	001-31826
		FILM NUMBER:		22720097

	MAIL ADDRESS:	
		STREET 1:		7700 FORSYTH BOULEVARD
		CITY:			CLAYTON
		STATE:			MO
		ZIP:			63105

ISSUER:		

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			CENTENE CORP
		CENTRAL INDEX KEY:			0001071739
		STANDARD INDUSTRIAL CLASSIFICATION:	HOSPITAL & MEDICAL SERVICE PLANS [6324]
		IRS NUMBER:				041406317
		STATE OF INCORPORATION:			DE
		FISCAL YEAR END:			1231

	BUSINESS ADDRESS:	
		STREET 1:		7700 FORSYTH BLVD.
		CITY:			ST LOUIS
		STATE:			MO
		ZIP:			63105
		BUSINESS PHONE:		3147254477

	MAIL ADDRESS:	
		STREET 1:		7700 FORSYTH BLVD.
		CITY:			ST LOUIS
		STATE:			MO
		ZIP:			63105
</SEC-HEADER>
<DOCUMENT>
<TYPE>3
<SEQUENCE>1
<FILENAME>wf-form3_164670366833684.xml
<DESCRIPTION>FORM 3
<TEXT>
<XML>
<?xml version="1.0"?>
<ownershipDocument>

    <schemaVersion>X0206</schemaVersion>

    <documentType>3</documentType>

    <periodOfReport>2022-02-23</periodOfReport>

    <noSecuritiesOwned>0</noSecuritiesOwned>

    <issuer>
        <issuerCik>0001071739</issuerCik>
        <issuerName>CENTENE CORP</issuerName>
        <issuerTradingSymbol>CNC</issuerTradingSymbol>
    </issuer>

    <reportingOwner>
        <reportingOwnerId>
            <rptOwnerCik>0001915533</rptOwnerCik>
            <rptOwnerName>BAGLEY SHANNON</rptOwnerName>
        </reportingOwnerId>
        <reportingOwnerAddress>
            <rptOwnerStreet1>7700 FORSYTH BOULEVARD</rptOwnerStreet1>
            <rptOwnerStreet2></rptOwnerStreet2>
            <rptOwnerCity>ST. LOUIS</rptOwnerCity>
            <rptOwnerState>MO</rptOwnerState>
            <rptOwnerZipCode>63105</rptOwnerZipCode>
            <rptOwnerStateDescription></rptOwnerStateDescription>
        </reportingOwnerAddress>
        <reportingOwnerRelationship>
            <isDirector>0</isDirector>
            <isOfficer>1</isOfficer>
            <isTenPercentOwner>0</isTenPercentOwner>
            <isOther>0</isOther>
            <officerTitle>EVP, Chief Admin. Officer</officerTitle>
            <otherText></otherText>
        </reportingOwnerRelationship>
    </reportingOwner>

    <nonDerivativeTable>
        <nonDerivativeHolding>
            <securityTitle>
                <value>Common Stock</value>
            </securityTitle>
            <postTransactionAmounts>
                <sharesOwnedFollowingTransaction>
                    <value>139366.216</value>
                </sharesOwnedFollowingTransaction>
            </postTransactionAmounts>
            <ownershipNature>
                <directOrIndirectOwnership>
                    <value>D</value>
                    <footnoteId id="F1"/>
                    <footnoteId id="F2"/>
                </directOrIndirectOwnership>
            </ownershipNature>
        </nonDerivativeHolding>
    </nonDerivativeTable>

    <derivativeTable>
        <derivativeHolding>
            <securityTitle>
                <value>Common Stock Option (right to buy)</value>
            </securityTitle>
            <conversionOrExercisePrice>
                <value>81.85</value>
            </conversionOrExercisePrice>
            <exerciseDate>
                <footnoteId id="F3"/>
            </exerciseDate>
            <expirationDate>
                <value>2031-12-15</value>
            </expirationDate>
            <underlyingSecurity>
                <underlyingSecurityTitle>
                    <value>Common Stock</value>
                </underlyingSecurityTitle>
                <underlyingSecurityShares>
                    <value>8966.0</value>
                </underlyingSecurityShares>
            </underlyingSecurity>
            <ownershipNature>
                <directOrIndirectOwnership>
                    <value>D</value>
                </directOrIndirectOwnership>
            </ownershipNature>
        </derivativeHolding>
        <derivativeHolding>
            <securityTitle>
                <value>Phantom Stock</value>
            </securityTitle>
            <conversionOrExercisePrice>
                <value>0.0</value>
                <footnoteId id="F6"/>
            </conversionOrExercisePrice>
            <exerciseDate>
                <value>2021-02-26</value>
            </exerciseDate>
            <expirationDate>
                <value>2021-02-26</value>
                <footnoteId id="F4"/>
            </expirationDate>
            <underlyingSecurity>
                <underlyingSecurityTitle>
                    <value>Common Stock</value>
                </underlyingSecurityTitle>
                <underlyingSecurityShares>
                    <value>43222.648</value>
                    <footnoteId id="F5"/>
                </underlyingSecurityShares>
            </underlyingSecurity>
            <ownershipNature>
                <directOrIndirectOwnership>
                    <value>D</value>
                </directOrIndirectOwnership>
            </ownershipNature>
        </derivativeHolding>
    </derivativeTable>

    <footnotes>
        <footnote id="F1">Ownership includes 48,443 previously awarded restricted stock units subject to the following vesting requirements: 3,334 units vest on August 16, 2022; 3,334 units vest on December 10, 2022; 13,334 units vest in two equal installments on the anniversary of the grant date beginning March 24, 2022; 10,667 units vest in two equal installments on the anniversary of the grant date beginning December 15, 2022; 8,000 units vest in three equal installments on the anniversary of the grant date beginning June 30, 2022; 9,774 units vest in three equal installments on the anniversary of the grant date beginning December 15, 2022.</footnote>
        <footnote id="F2">In addition, ownership includes 49,996 previously awarded performance units which are subject to meeting three-year performance conditions. 15,000 were granted on December 10, 2019; 24,000 were granted on December 15, 2020, and 10,996 were granted on December 15, 2021.The number of performance stock units vesting at the end of the three-year performance period is predicated on meeting three-year performance conditions.</footnote>
        <footnote id="F3">Performance Stock Option granted on December 15, 2021, may become exercisable on or after the third anniversary of the grant date if the closing price of CNC's common stock equals or exceeds $100 per share for 20 consecutive trading days following the grant date.</footnote>
        <footnote id="F4">The phantom stock has no formal expiration date. The phantom stock will be settled in cash or other non-Company securities upon Ms. Bagley's termination with the Company or on such other date Ms. Bagley may elect.</footnote>
        <footnote id="F5">The phantom stock was acquired by Ms. Bagley through regularly scheduled payroll contributions to the Company's deferred compensation plan.</footnote>
        <footnote id="F6">Each share of phantom stock represents the right to receive the fair market value of one share of Centene common stock.</footnote>
    </footnotes>

    <remarks></remarks>

    <ownerSignature>
        <signatureName>/s/ Christopher A. Koster (executed by attorney-in-fact)</signatureName>
        <signatureDate>2022-03-07</signatureDate>
    </ownerSignature>
</ownershipDocument>
</XML>
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-24
<SEQUENCE>2
<FILENAME>ex-24.htm
<DESCRIPTION>SHANNON BAGLEY POA
<TEXT>
<!-- Document created using Workiva -->
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<pre>
Exhibit 24.1
LIMITED POWER OF ATTORNEY
FOR SECTION 16 REPORTING OBLIGATIONS
Know all by these presents, that the undersigned hereby makes, constitutes and appoints each of Michael F. Neidorff, Andrew L. Asher and Christopher A. Koster signing singly and each acting individually, as the undersigned's true and lawful attorney in fact with full power and authority as hereinafter described to:
(1) prepare, execute in the undersigned's name and on the undersigned's behalf, and submit to the U.S. Securities and Exchange Commission (the "SEC") a Form ID, including amendments thereto, and any other documents necessary or appropriate to obtain codes and passwords enabling the undersigned to make electronic filings with the SEC of reports required by Section 16(a) of the Securities Exchange Act of 1934 (the "Exchange Act") or any rule or regulation of the SEC;
(2) execute for and on behalf of the undersigned, in the undersigned's capacity as an officer and/or director of Centene Corporation (the "Company"), Forms 3, 4 and 5 (including any amendments thereto) in accordance with Section 16(a) of the Exchange Act;
(3) do and perform any and all acts for and on behalf of the undersigned that may be necessary or desirable to prepare, complete and execute any such Form 3, 4 or 5, prepare, complete and execute any amendment or amendments thereto, and timely deliver and file such form with the SEC and any stock exchange or similar authority;
(4) seek or obtain, as the undersigned's representative and on the undersigned's behalf, information regarding transactions in the Company's securities from any third party, including brokers, employee benefit plan administrators and trustees, and the undersigned hereby authorizes any such person to release any such information to such attorney in fact and approves and ratifies any such release of information; and
(5) take any other action of any type whatsoever in connection with the foregoing that, in the opinion of such attorney in fact, may be of benefit to, in the best interest of, or legally required by, the undersigned, it being understood that the documents executed by such attorney in fact on behalf of the undersigned pursuant to this Power of Attorney shall be in such form and shall contain such terms and conditions as such attorney in fact may approve in such attorney in fact's discretion.
The undersigned hereby grants to each such attorney in fact full power and authority to do and perform any and every act and thing whatsoever requisite, necessary, or proper to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as the undersigned might or could do if personally present, with full power of substitution or revocation, hereby ratifying and confirming all that such attorney in fact, or such attorney in fact's substitute or substitutes, shall lawfully do or cause to be done by virtue of this power of attorney and the rights and powers herein granted. The undersigned acknowledges that the foregoing attorneys in fact, in serving in such capacity at the request of the undersigned, are not assuming nor relieving, nor is the Company assuming nor relieving, any of the undersigned's responsibilities to comply with Section 16 of the Exchange Act. The undersigned acknowledges that neither the Company nor the foregoing attorneys in fact assume (i) any liability for the undersigned's responsibility to comply with the requirement of the Exchange Act, (ii) any liability of the undersigned for any failure to comply with such requirements, or (iii) any obligation or liability of the undersigned for profit disgorgement under Section 16(b) of the Exchange Act.
This Power of Attorney also serves to revoke and replace as of the date hereof, any prior Power of Attorney executed by the undersigned with respect to the filing with the SEC of reports with respect to the undersigned's holdings of and transactions in securities issued by the Company required by Section 16(a) of the Exchange Act. This Power of Attorney shall remain in full force and effect until the undersigned is no longer required to file Forms 3, 4 and 5 with respect to the undersigned's holdings of and transactions in securities issued by the Company, unless earlier revoked by the undersigned in a signed writing delivered to the foregoing attorneys in fact or, in respect of any attorney-in-fact named herein, until such person ceases to be an employee of the Company or one of its affiliates.
IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of February 28, 2022.

/s/ Shannon Bagley
Shannon Bagley
Executive Vice President, Chief Administrative Officer
</pre>
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