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): December 12, 2023
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:
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| Title of each class | | Trading Symbol(s) | | Name of each exchange on which registered |
| Common stock, $0.001 Par Value | | CNC | | NYSE |
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 7.01 REGULATION FD DISCLOSURE
On December 12, 2023, Centene Corporation (the "Company" or "Centene") issued a press release announcing its 2024 financial guidance and reaffirming its 2023 premium and service revenues, HBR and adjusted diluted earnings per share guidance. The full text of the press release is included as Exhibit 99.1 to this report.
Centene Corporation will host an investor day today. Sarah London, Chief Executive Officer, and other members of the Centene management team, will host the event, which will also be webcast live from the New York Stock Exchange. The event will begin promptly at 8:30 a.m. EST (Eastern Standard Time).
In-person attendance is by invitation only. As previously announced, all others are invited to participate in the investor meeting via live webcast on the Company's website at www.centene.com, under the Investors section, or directly via the following link at https://event.webcasts.com/starthere.jsp?ei=1638571&tp_key=cb2fedd0a6.
ITEM 8.01 OTHER EVENTS
On December 12, 2023, the Company announced that the Board of Directors had approved an increase to the existing stock repurchase program for Centene's common stock by $4.0 billion. Approximately $5.23 billion is available under the program, inclusive of the increase.
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.
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| | CENTENE CORPORATION |
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| Date: | December 12, 2023 | By: | | /s/ Christopher A. Koster |
| | | | Christopher A. Koster
Executive Vice President, Secretary and General Counsel |
