
Delaware | 82-4991898 | ||
(State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification Number) | ||
Large accelerated filer ☒ | Accelerated filer ☐ | ||
Non-accelerated filer ☐ (Do not check if a smaller reporting company) | Smaller reporting company ☐ | ||
Emerging growth company ☐ | |||
The Cigna Group SEC Filings (File No. 001-38769) | Period | ||||
Annual Report on Form 10-K | For the year ended December 31, 2024 (the “Annual Report”) | ||||
Quarterly Report on Form 10-Q | For the quarters ended March 31, 2025 and June 30, 2025 | ||||
Annual Proxy Statement on Schedule 14A | Filed on March 14, 2025 (solely those portions that were incorporated by reference into Part III of the Annual Report) | ||||
Current Report on Form 8-K | Filed on March 13, 2025 (excluding Item 7.01, which is furnished thereto), March 19, 2025, April 18, 2025, April 28, 2025, June 2, 2025, and July 28, 2025 | ||||
• | the title of the debt securities of the series; |
• | any limit on the aggregate principal amount of the debt securities; |
• | the person to whom the interest will be payable, if other than the person in whose name that debt security is registered at; |
• | the date or dates on which the principal will be payable; |
• | the interest rate, if any, and the method for calculating the interest rate; |
• | the interest payment dates and the record dates for interest payments; |
• | our right, if any, to defer payment of interest and the maximum length of this deferral period; |
• | any mandatory or optional redemption terms or prepayment or sinking fund provisions, including the period or periods, if any, within which, the price or prices at which, and the terms and conditions upon which the debt securities may be redeemed, in whole or in part, at our option or at your option; |
• | the terms and conditions, if any, upon which we may have to repay the debt securities early at your option; |
• | the place where we will pay principal, interest and any premium; |
• | the currency or currencies, if other than the currency of the United States, in which principal, interest and any premium will be paid; |
• | if other than denominations of $2,000 and any integral multiples of $1,000 thereof, the denominations in which the debt securities will be issued; |
• | if the debt securities will not be issued in the form of global securities; |
• | additional provisions, if any, relating to the discharge of our obligations under the debt securities; |
• | whether the amount of payment of principal (or premium, if any) or interest, if any, will be determined with reference to one or more indices; |
• | the portion of the principal amount of the debt securities to be paid upon acceleration of maturity thereof if other than 100%; |
• | the terms and conditions upon which conversion or exchange of the debt securities may be effected, if any, including the initial conversion or exchange price or rate and any adjustments thereto and the period or periods when a conversion or exchange may be effected; |
• | any authenticating or paying agents, registrars or other agents; |
• | the application, if any, of defeasance and covenant defeasance provisions to the debt securities; |
• | other specific terms, including any additional events of default, covenants or warranties; and |
• | any other terms, which may supplement, modify or delete any provision of the indenture as it applies to that series, including any terms that may be required or advisable under applicable law or regulations or advisable in connection with the marketing of the debt securities. (Section 3.01) |
• | we fail to pay principal (including any sinking fund payment) of, or premium (if any) on, any debt security of that series when due; |
• | we fail to pay interest, if any, on any debt security of that series when due and the failure continues for a period of 30 days; |
• | we fail to perform in any material respect any covenant in the existing indenture not specified in the previous two bullet points (other than a covenant included in the existing indenture solely for the benefit of a different series of debt securities) and the failure to perform continues for a period of 90 days after receipt of a specified written notice to us from the Trustee or holders of at least 25% in aggregate principal amount of the outstanding debt securities of a particular series; and |
• | certain events of bankruptcy, insolvency, reorganization, receivership or liquidation of The Cigna Group. (Section 5.01) |
• | such holders previously gave written notice to the Trustee of a continuing Event of Default; |
• | holders of at least 25% in aggregate principal amount of outstanding debt securities of any series have made a written request to the Trustee to institute a proceeding; |
• | such holders have offered an indemnity reasonably satisfactory to the Trustee to institute a proceeding; |
• | the Trustee for 60 days after its receipt of such notice, request and offer of indemnity has failed to institute any such proceeding; and |
• | the Trustee shall not have received from the holders of a majority in aggregate principal amount of the outstanding debt securities of that series a direction inconsistent with such request and shall have failed to institute such proceeding within 60 days. (Section 5.07) |
• | evidence the assumption by another person of our obligations; |
• | add covenants for the benefit of the holders of all or any series of debt securities or surrender any right or power of The Cigna Group under the existing indenture or the debt securities; |
• | add any additional Events of Default; |
• | add or change the existing indenture to permit or facilitate the issuance of debt securities in bearer form or in uncertificated form; |
• | add to, change or eliminate a provision of the existing indenture or the debt securities if such addition, change or elimination does not apply to a debt security created prior to the execution of such supplemental indenture or modify the rights of a holder of any debt security with respect to such provision; |
• | secure any debt security or perfect the security interest securing The Cigna Group’s obligations in respect of any debt security; |
• | establish the form or terms of debt securities of any series; |
• | evidence the acceptance of appointment by a successor Trustee; |
• | add to any provision of the existing indenture to the extent necessary to permit or facilitate defeasance and discharge of any series of debt securities if such action does not adversely affect the interests of the holders of debt securities in any material respect; |
• | cure any ambiguity or correct any inconsistency in the existing indenture or make other changes, provided that any such action does not adversely affect the interests of the holders of debt securities of any affected series in any material respect; |
• | provide for the guarantee by any person of any debt security; |
• | conform the existing indenture or any debt security to any provision of any relevant offering memorandum or prospectus; or |
• | conform the existing indenture to any mandatory provision of law. |
• | change the stated maturity of the principal of (or premium, if any) or any installment of principal or interest, if any, on any such debt security; |
• | reduce the principal amount of (or premium, if any) or the interest rate, if any, on any such debt security or the principal amount due upon acceleration of an Original Issue Discount Security; |
• | change the place or currency of payment of principal of (or premium, if any) or the interest, if any, on any such debt security; |
• | impair the right to institute suit for the enforcement of any such payment on or with respect to any such debt security; |
• | reduce the percentage of holders of debt securities necessary to modify or amend the existing indenture; or |
• | modify the foregoing requirements or reduce the percentage of outstanding debt securities necessary to waive compliance with certain provisions of the existing indenture or for waiver of certain defaults. (Section 9.02) |
• | the person formed by the consolidation or with or into which we are merged or the person that purchases our properties and assets as, or substantially as, an entirety is a corporation organized and validly existing under the laws of the United States of America, any State or the District of Columbia, and any such successor or purchaser expressly assumes The Cigna Group’s obligations on the debt securities under a supplemental indenture reasonably satisfactory to the Trustee; |
• | immediately after giving effect to the transaction no Event of Default shall have occurred and be continuing; and |
• | an officers’ certificate and opinion of counsel are delivered to the Trustee. (Section 8.01) |
• | we will be discharged from our obligations with respect to the debt securities of such series (which we refer to in this prospectus as a “legal defeasance”), or |
• | we will no longer be under any obligation to comply with the covenants described above under “Limitations on Liens on Common Stock of Designated Subsidiaries” and “Consolidation, Merger and Sale of Assets,” and an Event of Default relating to any failure to comply with such covenants will no longer apply to us (which we refer to in this prospectus as a “covenant defeasance”). |
1) | either (A) we have delivered to the Trustee all debt securities of such series theretofore authenticated and delivered for cancellation (with certain limited exceptions); or (B) all debt securities of such series not theretofore delivered to the Trustee for cancellation have become due and payable, will become due and payable at maturity within one year, or are to be called for redemption within one year under arrangements satisfactory to the Trustee for the giving of notice of redemption by the Trustee in the name, and at the expense of us, and we have irrevocably deposited or caused to be deposited with the Trustee funds sufficient to pay at maturity or upon redemption all of the outstanding debt securities of that series; |
2) | we have paid or caused to be paid all other sums payable hereunder by us in respect of such series of debt securities; and |
3) | we have delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that all conditions precedent provided for in the existing indenture relating to the satisfaction and discharge of the existing indenture with respect to such series of debt securities have been complied with. (Section 4.01) |
• | the business combination is approved by the corporation’s board of directors prior to the time the interested stockholder becomes an interested stockholder; |
• | the interested stockholder acquired at least 85% of the voting stock of the corporation, other than stock held by directors who are also officers or by qualified employee stock plans, in the transaction in which it becomes an interested stockholder; or |
• | the business combination is approved by a majority of the board of directors and by the affirmative vote of two-thirds of the outstanding voting stock that is not owned by the interested stockholder. |
• | debt or equity securities issued by us or securities of third parties, a basket of such securities, an index or indices of such securities or any combination of the above; |
• | currencies; or |
• | commodities. |
• | directly to purchasers; |
• | through agents; |
• | to or through underwriters; |
• | through dealers; |
• | directly to our shareholders; or |
• | through a combination of any such methods of sale. |
Item 14. | Other Expenses of Issuance and Distribution. |
SEC registration fee | $ * | ||
Accounting fees and expenses | ** | ||
Legal fees and expenses | ** | ||
Printing and distribution expenses | ** | ||
Trustee fees and expenses | ** | ||
Rating Agency fees | ** | ||
Miscellaneous expenses, including listing fees and Blue Sky fees | ** | ||
Total | $ ** | ||
* | Omitted because the registration fee is being deferred pursuant to Rule 456(b) and Rule 457(r). See Exhibit 107 to this registration statement for additional detail. |
** | Because an indeterminate amount of securities is covered by this registration statement, the expenses of the issuance and distribution of the securities cannot be determined at this time. The estimates of such expenses in connection with securities offered and sold pursuant to this registration statement will be included in the applicable prospectus supplement. |
Item 15. | Indemnification of Directors and Officers. |
Item 16. | Exhibits. |
Item 17. | Undertakings. |
Exhibit Number | Description | ||
Restated Certificate of Incorporation of the Registrant effective as of April 26, 2023 (filed as Exhibit 3.1 to the Registrant’s Quarterly Report on Form 10-Q for the period ended March 31, 2023 and incorporated herein by reference) | |||
Amended and Restated By-Laws of the Registrant as last amended February 13, 2023 (filed as Exhibit 3.3 to the Registrant’s Current Report on Form 8-K on February 13, 2023 and incorporated herein by reference) | |||
Indenture, dated as of September 17, 2018, between the Registrant and U.S. Bank National Association, as Trustee (filed as Exhibit 4.1 to the Registrant’s Current Report on Form 8-K on September 21, 2018 and incorporated herein by reference) | |||
Specimen Common Stock Certificate (filed as Exhibit 4.12 to the Registrant’s Registration Statement on Form S-3, dated August 10, 2012, and incorporated herein by reference) | |||
4.3** | Form of Warrant Agreement | ||
4.4** | Form of Purchase Contract | ||
4.5** | Form of Unit Agreement | ||
Opinion of Davis Polk & Wardwell LLP | |||
Consent of PricewaterhouseCoopers LLP | |||
Consent of Davis Polk & Wardwell LLP (included in Exhibit 5 to this Registration Statement) | |||
Powers of Attorney (included on the Signature Pages herein) | |||
Form T-1 Statement of Eligibility under the Trust Indenture Act of 1939, as amended, of the Trustee under the Existing Indenture | |||
Filing fee table | |||
* | Filed herewith |
** | To be filed prior to or in connection with the first offering contemplated by such agreement as an exhibit to a Current Report on Form 8-K and incorporated herein by reference |
THE CIGNA GROUP | |||||||||
By: | /s/ Ann M. Dennison | ||||||||
Name: | Ann M. Dennison | ||||||||
Title: | Executive Vice President and Chief Financial Officer (Principal Financial Officer) | ||||||||
Signature | Title | ||
/s/ David M. Cordani | Chairman and Chief Executive Officer | ||
David M. Cordani | (Principal Executive Officer) | ||
/s/ Ann M. Dennison | Executive Vice President and Chief Financial Officer | ||
Ann M. Dennison | (Principal Financial Officer) | ||
/s/ Jamie Kates | Senior Vice President, Tax and Global Chief Accounting Officer | ||
Jamie Kates | (Principal Accounting Officer) | ||
/s/ Eric J. Foss | Director | ||
Eric J. Foss | |||
/s/ Elder Granger | Director | ||
Elder Granger, M.D. | |||
/s/ Neesha Hathi | Director | ||
Neesha Hathi | |||
/s/ Michael J. Hennigan | Director | ||
Michael J. Hennigan | |||
/s/ George Kurian | Director | ||
George Kurian | |||
Signature | Title | ||
/s/ Kathleen M. Mazzarella | Director | ||
Kathleen M. Mazzarella | |||
/s/ Mark B. McClellan | Director | ||
Mark B. McClellan, M.D., Ph.D. | |||
/s/ Philip O. Ozuah | Director | ||
Philip O. Ozuah, M.D., Ph.D. | |||
/s/ Kimberly A. Ross | Director | ||
Kimberly A. Ross | |||
/s/ Eric C. Wiseman | Lead Independent Director | ||
Eric C. Wiseman | |||
/s/ Donna F. Zarcone | Director | ||
Donna F. Zarcone | |||