Every material Form 8-K Centene filed with the SEC in 2025, read and summarized by AI: what happened, the key figures, whether it reads positive or negative for shareholders, and how big a deal it is (impact 1-5). Newest first; each brief links to its own page and to the filing on SEC.gov.
Centene reported third quarter 2025 results with a GAAP diluted loss of $(13.50) per share, driven by a $6.7 billion non-cash goodwill impairment, while adjusted diluted EPS was $0.50. The company raised its full year 2025 adjusted diluted EPS forecast by $0.25 to at least $2.00, but its updated GAAP forecast is a diluted loss per share not to exceed $(12.85).
Total revenues were $49.7 billion and premium and service revenues rose 22% to $44.9 billion from $36.9 billion a year earlier.
Health benefits ratio rose to 92.7% from 89.2% in the third quarter of 2024.
Adjusted diluted EPS forecast for 2025 increased to at least $2.00 from $1.75.
Debt-to-capital ratio was 45.5% at September 30, 2025, after the reduction to retained earnings from the impairment.
Centene director Thomas R. Greco resigned from the board, effective August 22, 2025, citing increased responsibilities as CEO of FleetPride, Inc. The filing says the resignation was not due to any dispute with the company or its board, and the board reduced its size to nine directors.
Thomas R. Greco notified Centene on August 12, 2025 of his resignation, effective August 22, 2025.
Greco also resigned from the Compensation and Talent Committee and the Governance Committee.
Reason given: increased responsibilities from his recent appointment as CEO of privately held FleetPride, Inc.
Board size reduced to nine directors effective with the resignation.
Centene director Wayne S. DeVeydt resigned effective immediately, notifying the company on August 1, 2025. The company said the resignation did not stem from any dispute or disagreement with Centene or its board on operations, policies or practices. The board reduced its size to ten directors as a result.
Wayne S. DeVeydt notified Centene of his resignation on August 1, 2025, effective immediately
The filing states the resignation was not due to any dispute or disagreement on company operations, policies or practices
Board size reduced from its prior level to ten directors effective with the resignation
Centene reported second quarter 2025 results in a press release furnished as Exhibit 99.1 to this 8-K. The company posted a GAAP diluted loss of $(0.51) per share, compared with diluted earnings of $2.16 per share a year earlier, driven primarily by a reduction in its net 2025 Marketplace risk adjustment revenue transfer estimate. Revenue grew while profit fell, and the company said it will provide 2025 earnings expectations on its July 25, 2025 conference call.
GAAP diluted loss per share was $(0.51) versus $2.16 in Q2 2024; adjusted diluted loss per share was $(0.16) versus $2.42 a year earlier.
Total revenues were $48.7 billion, up from $39.8 billion; premium and service revenues rose 18% to $42.5 billion.
Health benefits ratio was 93.0% versus 87.6% in Q2 2024, mainly due to the lower Marketplace risk adjustment revenue estimate and higher Marketplace and Medicaid medical costs.
Cash flow provided by operations was $1.8 billion, primarily driven by improved pharmacy rebate remittance timing.
Centene withdrew its previously issued 2025 GAAP and adjusted diluted earnings per share guidance after preliminary Marketplace data showed a lower-than-expected market and higher morbidity. The company estimates a reduction of about $1.8 billion in its full-year net risk adjustment revenue transfer, an adjusted diluted EPS impact of about $2.75, and expects further reductions from its seven remaining Marketplace states, which lowers the earnings outlook shareholders were relying on.
Withdraws previous 2025 GAAP and adjusted diluted EPS guidance, including underlying guidance elements, announced July 1, 2025
Preliminary estimate of about $1.8 billion reduction to full-year net risk adjustment revenue transfer across 22 Marketplace states, with adjusted diluted EPS impact of about $2.75
Medicaid second quarter 2025 Health Benefits Ratio expected to be higher than first quarter 2025 HBR
Second quarter 2025 results expected to be reported on July 25, 2025
Centene reported first quarter 2025 results on April 25, 2025, with adjusted diluted EPS of $2.90, up 28% from $2.26 a year earlier, and GAAP diluted EPS of $2.63 versus $2.16. Premium and service revenues rose 17% to $42.5 billion, and the company raised its 2025 premium and service revenue guidance by $6.0 billion to a range of $164.0 billion to $166.0 billion while reiterating full-year adjusted diluted EPS guidance of greater than $7.25. For shareholders, the filing shows higher profit and a higher revenue outlook, though the health benefits ratio rose to 87.5% from 87.1%.
Adjusted diluted EPS was $2.90 versus $2.26 in Q1 2024; GAAP diluted EPS was $2.63 versus $2.16.
Premium and service revenues increased 17% to $42.5 billion from $36.3 billion.
2025 premium and service revenue guidance raised by $6.0 billion, citing $5.0 billion of additional Marketplace premium revenue and $1.0 billion from the Medicare Advantage annual enrollment period.
Full-year 2025 adjusted diluted EPS guidance of greater than $7.25 was reiterated; GAAP diluted EPS guidance of greater than $6.19 was also reiterated.
Centene entered a new unsecured credit agreement on March 5, 2025, with Wells Fargo as administrative agent, and used it to repay and terminate its existing credit agreement from August 2021. The new facility includes a $4 billion revolving credit line and a $2 billion term loan, both maturing March 5, 2030, giving the company a new, longer-dated source of borrowing for shareholders to track.
Revolving credit facility of $4 billion and term loan facility of $2 billion, maturing March 5, 2030
Term loan drawn in full on the effective date; proceeds used to refinance existing debt, pay fees, and for working capital and general corporate purposes
Quarterly debt-to-capital covenant capped at 0.60 to 1.00, with a step-up to 0.65 to 1.00 after a material acquisition
Existing Fourth Amended and Restated Credit Agreement dated August 16, 2021 was terminated and repaid
Centene Corporation said its board increased from 11 to 12 members and elected Kenneth Tanji, who was Executive Vice President and Chief Financial Officer of Prudential Financial from 2018 to 2024, effective February 20, 2025. He will serve on the Audit and Compliance Committee, and the filing reports no related party transactions involving him. The filing contains no financial results, so the appointment is a governance change rather than a change to the company's reported performance.
Kenneth Tanji elected to the board effective February 20, 2025, filling a seat created by expanding the board from 11 to 12 members
Tanji will serve on the Audit and Compliance Committee with a term expiring at the 2025 annual meeting of stockholders
Tanji held numerous roles at Prudential from 1988 to 2018 and was its CFO from 2018 to 2024
Tanji will receive the standard non-employee director compensation program described in the March 28, 2024 proxy statement
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