The Cigna Group filed SEC Form 8-K: Leadership Update, Financial Statements and Exhibits
$CI
Medical Specialities
Health Care
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 30, 2025
(Exact name of registrant as specified in its charter)
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(State or other jurisdiction of
incorporation)
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(Commission File Number)
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(IRS Employer
Identification No.)
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(Address of principal executive offices) (Zip Code)
Registrant’s telephone number, including area code:
(860 ) 226-6000
Not Applicable
(Former name or former address, if changed since last report)
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:
Securities registered pursuant to Section 12(b) of the Act:
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Title of each class
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Trading Symbol(s)
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Name of each exchange on which registered
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or
Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).
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. ☐
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Item 5.02
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Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory
Arrangements of Certain Officers.
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On May 30, 2025, the board of directors (the “Board”) of The Cigna Group (the “Company”) appointed Michael J. Hennigan as an independent member of the Board, effective
June 2, 2025.
Mr. Hennigan will participate in the Company’s non-employee director compensation program, amended and restated effective July 24, 2024 (the “Plan”), as described in the
Company’s Proxy Statement for the 2025 Annual Meeting of Shareholders, filed with the Securities and Exchange Commission (the “SEC”) on March 14, 2025. A copy of the Plan has been filed as Exhibit 10.14(c) to the Company’s Annual Report on Form
10-K for the year ended December 31, 2024, filed with the SEC on February 27, 2025.
There is no arrangement or understanding between Mr. Hennigan and any other person pursuant to which Mr. Hennigan was selected as a director. There have been no
transactions involving Mr. Hennigan that would be required to be disclosed by Item 404(a) of Regulation S-K promulgated under the Securities Exchange Act of 1934, as amended.
The Company will file an amended Form 8-K to disclose Mr. Hennigan’s committee assignments once determined.
A copy of the Company’s press release announcing the appointment of Mr. Hennigan is attached to this report as Exhibit 99.1 and incorporated herein by reference.
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Item 9.01
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Financial Statements and Exhibits.
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(d)
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Exhibits.
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Exhibit No.
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Description
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Press release dated June 2, 2025
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104
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Cover Page Interactive Data File (embedded within the Inline XBRL document)
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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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THE CIGNA GROUP
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Date: June 2, 2025
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By:
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/s/ Nicole S. Jones
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Nicole S. Jones
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Executive Vice President, Chief Administrative Officer
and General Counsel
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