Company Update

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): August 11, 2025       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 August 11, 2025, CVS Health Corporation, a Delaware corporation (the “Company”), entered into an Underwriting Agreement (the “Underwriting Agreement”) with Barclays Capital Inc., J.P. Morgan Securities LLC and Wells Fargo Securities, LLC as representatives of the several underwriters named in Schedule I thereto (collectively, the “Underwriters”), pursuant to which the Company agreed to issue and sell to the Underwriters $750,000,000 aggregate principal amount of its 5.000% Senior Notes due 2032 (the “2032 Notes”), $1,500,000,000 aggregate principal amount of its 5.450% Senior Notes due 2035 (the “2035 Notes”), $1,250,000,000 aggregate principal amount of its 6.200% Senior Notes due 2055 (the “2055 Notes”) and $500,000,000 aggregate principal amount of its 6.250% Senior Notes due 2065 (the “2065 Notes” and, together with the 2032 Notes, the 2035 Notes and the 2055 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”) and were issued on August 15, 2025. The net proceeds to the Company from the sale of the Notes, after deducting the Underwriters’ discounts and the estimated offering expenses payable by the Company, are approximately $3,958,207,500. A copy of the Underwriting Agreement is filed as Exhibit 1.1 to this Current Report on Form 8-K and is incorporated herein by reference and incorporated by reference into 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 and 4.4 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 1.1    Underwriting Agreement dated August 11, 2025, among CVS Health Corporation and Barclays Capital Inc., J.P. Morgan Securities LLC and Wells Fargo Securities, LLC as representatives of the several Underwriters named in Schedule I thereto. 4.1    Form of the 2032 Note. 4.2    Form of the 2035 Note. 4.3    Form of the 2055 Note. 4.4    Form of the 2065 Note. 5.1    Opinion of Wachtell, Lipton, Rosen & Katz. 23.1    Consent of Wachtell, Lipton, Rosen & Katz (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.             CVS HEALTH CORPORATION Date: August 15, 2025     By:   /s/ Brian Newman           Brian Newman           Executive Vice President and Chief Financial Officer