8-K

CVS HEALTH CORPORATION

Date: May 9, 2024

/s/ Thomas F. Cowhey

Thomas F. Cowhey

Executive Vice President and Chief Financial Officer

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): May 9, 2024

LOGO

CVS HEALTH CORPORATION

(Exact name of registrant as specified in its charter)

Delaware

001-01011

05-0494040

(State or other jurisdiction

of incorporation)

(Commission

File Number)

(IRS Employer

Identification No.)


One CVS Drive, Woonsocket, Rhode Island		02895
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code: (401) 765-1500

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:

☐	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, par value $0.01 per share

CVS

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. ☐

Section 8 - Other Events

Item 8.01

Other Events.

On May 9, 2024, CVS Health Corporation, a Delaware corporation (the “Company”), issued and sold $1,000,000,000 aggregate principal amount of the Company’s 5.400% Senior Notes due 2029 (the “2029 Notes”), $1,000,000,000 aggregate principal amount of the Company’s 5.550% Senior Notes due 2031 (the “2031 Notes”), $1,250,000,000 aggregate principal amount of the Company’s 5.700% Senior Notes due 2034 (the “2034 Notes”), $750,000,000 aggregate principal amount of the Company’s 6.000% Senior Notes due 2044 (the “2044 Notes”), and $1,000,000,000 aggregate principal amount of the Company’s 6.050% Senior Notes due 2054 (the “2054 Notes” and, together with the 2029 Notes, the 2031 Notes, the 2034 Notes and the 2044 Notes, the “Notes”). The Notes were offered pursuant to the Company’s Registration Statement on Form S-3ASR, File No. 333-272200, dated May 25, 2023 (the “Registration Statement”).

The Notes are governed by and issued pursuant to a Senior Indenture dated August 15, 2006 between the Company and The Bank of New York Mellon Trust Company, N.A., as trustee (the “Senior Indenture”). The Company may issue additional senior debt securities from time to time pursuant to the Senior Indenture. The form of Senior Indenture was filed as Exhibit 4.1 to the Company’s Current Report on Form 8-K filed on August 15, 2006 and shall be incorporated by reference into this Current Report on Form 8-K. The forms of the Notes are filed as Exhibits 4.1, 4.2, 4.3, 4.4 and 4.5 to this Current Report on Form 8-K and are incorporated by reference into the Registration Statement.

Section 9 – Financial Statements and Exhibits

Item 9.01

Financial Statements and Exhibits.

(d)

Exhibits.

The exhibits to this Current Report on Form 8-K are as follows:

INDEX TO EXHIBITS


Exhibit		Description

4.1		Form of the 2029 Note.

4.2		Form of the 2031 Note.

4.3		Form of the 2034 Note.

4.4		Form of the 2044 Note.

4.5		Form of the 2054 Note.

5.1		Opinion of Allen Overy Shearman Sterling US LLP.

23.1		Consent of Allen Overy Shearman Sterling US LLP (included in Exhibit 5.1).

104		Cover Page Interactive Data File (the cover page XBRL tags are embedded within the Inline XBRL document).

SIGNATURES

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.

SEC Form 8-K filed by CVS Health Corporation