CVS / CVS Health Corporation - Pengajuan SECLaporan Tahunan, Pernyataan Proksi

CVS HEALTH CORPORATION No. [•] $[•]

EX-4.2 Exhibit 4.2 UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY (“DTC”) TO THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO., OR TO SUCH O

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 CORPOR

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

CVS HEALTH CORPORATION No. [•] $[•]

EX-4.3 Exhibit 4.3 UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY (“DTC”) TO THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO., OR TO SUCH O

CVS HEALTH CORPORATION No. [•] $[•]

EX-4.1 Exhibit 4.1 UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY (“DTC”) TO THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO., OR TO SUCH O

CVS HEALTH CORPORATION No. [•] $[•]

EX-4.4 Exhibit 4.4 UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY (“DTC”) TO THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO., OR TO SUCH O

CVS HEALTH CORPORATION $750,000,000 5.000% Senior Notes due 2032 $1,500,000,000 5.450% Senior Notes due 2035 $1,250,000,000 6.200% Senior Notes due 2055 $500,000,000 6.250% Senior Notes due 2065 Underwriting Agreement

EX-1.1 Exhibit 1.1 CVS HEALTH CORPORATION $750,000,000 5.000% Senior Notes due 2032 $1,500,000,000 5.450% Senior Notes due 2035 $1,250,000,000 6.200% Senior Notes due 2055 $500,000,000 6.250% Senior Notes due 2065 Underwriting Agreement August 11, 2025 Barclays Capital Inc. J.P. Morgan Securities LLC Wells Fargo Securities, LLC As Representatives of the several Underwriters named in Schedule I her

Security Type

Calculation of Filing Fee Tables S-3 CVS HEALTH Corp Table 1: Newly Registered and Carry Forward Securities ☐Not Applicable Security Type Security Class Title Fee Calculation or Carry Forward Rule Amount Registered Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee Carry Forward Form Type Carry Forward File Number Carry Forward Initial Effective Date Filing Fee Previously Paid in Connection with Unsold Securities to be Carried Forward Newly Registered Securities Fees to be Paid 1 Debt 5.

CVS HEALTH CORPORATION Pricing Term Sheet — August 11, 2025 $750,000,000 5.000% Senior Notes due 2032 $1,500,000,000 5.450% Senior Notes due 2035 $1,250,000,000 6.200% Senior Notes due 2055 $500,000,000 6.250% Senior Notes due 2065 Issuer: CVS Health

FWP Filed pursuant to Rule 433 Free Writing Prospectus dated August 11, 2025 Registration Statement No.

$4,000,000,000 $750,000,000 5.000% Senior Notes due 2032 $1,500,000,000 5.450% Senior Notes due 2035 $1,250,000,000 6.200% Senior Notes due 2055 $500,000,000 6.250% Senior Notes due 2065

424B2 Table of Contents Filed Pursuant to Rule 424(b)(2) Registration No. 333-272200 PROSPECTUS SUPPLEMENT (To Prospectus Dated May 25, 2023) $4,000,000,000 $750,000,000 5.000% Senior Notes due 2032 $1,500,000,000 5.450% Senior Notes due 2035 $1,250,000,000 6.200% Senior Notes due 2055 $500,000,000 6.250% Senior Notes due 2065 This is an offering by CVS Health Corporation of an aggregate of $750,0

Subject to Completion, dated August 11, 2025

424B3 Table of Contents This prospectus supplement relates to an effective registration statement under the Securities Act of 1933, but is not complete and may be changed.

, to the Five Year Credit Agreement dated as of May 11, 2021, by and among the Registrant, the lenders party thereto and Bank of America, N.A., as Administrative Agent.

Exhibit 10.1 Execution Version FOURTH AMENDMENT TO FIVE YEAR CREDIT AGREEMENT FOURTH AMENDMENT TO FIVE YEAR CREDIT AGREEMENT (this “Amendment”), dated as of May 16, 2025, is entered into among CVS Health Corporation, a Delaware corporation (the “Borrower”), the Lenders party hereto and Bank of America, N.A., as Administrative Agent. Except as otherwise provided herein, capitalized terms used herei

CVS HEALTH CORPORATION REPORTS SECOND QUARTER 2025 RESULTS AND UPDATES FULL-YEAR 2025 GUIDANCE

Exhibit 99.1 CVS HEALTH CORPORATION REPORTS SECOND QUARTER 2025 RESULTS AND UPDATES FULL-YEAR 2025 GUIDANCE Financial Highlights •Second quarter total revenues increased to $98.9 billion, up 8.4% compared to prior year •Second quarter GAAP diluted EPS of $0.80 and Adjusted EPS of $1.81 •Generated year-to-date cash flow from operations of $6.5 billion Operational Highlights •Aetna® delivers distinc

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): July 31, 2025 CVS HEALTH CORPORAT

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): July 31, 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 Fi

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☑ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2025 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-01011 CVS HEALTH

Form of Registrant’s Performance Stock Unit Agreement between the Registrant and selected employees of the Registrant.

Exhibit 10.2 CVS HEALTH CORPORATION PERFORMANCE STOCK UNIT AGREEMENT GRANT DATE: %%OPTIONDATE,'Month DD, YYYY'%-% 1.GRANT OF AWARD. Pursuant and subject to the provisions of the 2017 Incentive Compensation Plan of CVS Health Corporation (the “Plan”), on the date set forth above (the “Grant Date”), CVS Health Corporation (the “Company”) has granted and hereby evidences by the Performance Stock Unit

Letter from Ernst & Young LLP acknowledging awareness of the use of a report dated

Exhibit 15.1 Letter re: Unaudited Interim Financial Information July 31, 2025 To the Shareholders and the Board of Directors of CVS Health Corporation We are aware of the incorporation by reference in the Registration Statements (Form S-3ASR No. 333-272200 and Form S-8 Nos. 333-273611, 333-271582, 333-270936, 333-238507, 333-230035, 333-228622, 333-167746, 333-217853, 333-208805, 333-141481, 333-1

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 11-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 11-K (Mark One) ☑ ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2024 OR o TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period fromto Commission File Number: 001-01011 A. Full title of the plan a

Submission of Matters to a Vote of Security Holders

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 20, 2025 (May 15, 2025) CVS HEALTH CORPORATION (Exact name of registrant as specified in its charter) Delaware 001-01011 05-0494040 (State or other jurisdiction of incorporation)

Letter from Ernst & Young LLP acknowledging awareness of the use of a report dated

Exhibit 15.1 Letter re: Unaudited Interim Financial Information May 1, 2025 To the Shareholders and the Board of Directors of CVS Health Corporation We are aware of the incorporation by reference in the Registration Statements (Form S-3ASR No. 333-272200 and Form S-8 Nos. 333-273611, 333-271582, 333-270936, 333-238507, 333-230035, 333-228622, 333-167746, 333-217853, 333-208805, 333-141481, 333-139

Financial Statements and Exhibits, Results of Operations and Financial Condition

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 1, 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

Restrictive Covenant Agreement dated August 28, 2024 between the Registrant and Heidi B

Exhibit 10.3 CVS Pharmacy, Inc. Restrictive Covenant Agreement I, Heidi B. Capozzi, enter into this Restrictive Covenant Agreement (“Agreement”) with CVS Pharmacy, Inc., on its own behalf and on behalf of its subsidiaries and affiliates (“CVS”), which is effective as of the date I sign the Agreement (“Effective Date”). 1.Consideration for Agreement. In connection with my duties and responsibilitie

between the Registrant and J. David Joyner.

Exhibit 10.2 CVS HEALTH CORPORATION Change in Control Agreement for J. David Joyner Confidential Revised 2020 Page 1. Definitions 1 2. Term of Agreement 4 3. Entitlement to Severance Benefit 5 4. Confidentiality; Cooperation with Regard to Litigation; Non-disparagement 7 5. Non-solicitation 8 6. Remedies 8 7. Effect of Agreement on Other Benefits 9 8. Not an Employment Agreement 9 9. Resolution of

CVS HEALTH CORPORATION REPORTS FIRST QUARTER 2025 RESULTS AND UPDATES FULL-YEAR 2025 GUIDANCE

Exhibit 99.1 CVS HEALTH CORPORATION REPORTS FIRST QUARTER 2025 RESULTS AND UPDATES FULL-YEAR 2025 GUIDANCE First Quarter Financial Highlights •Total revenues increased to $94.6 billion, up 7.0% compared to prior year •GAAP diluted EPS of $1.41 and Adjusted EPS of $2.25 •Generated cash flow from operations of $4.6 billion Operational Highlights •CVS Health to exit the individual exchange business •

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☑ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2025 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-01011 CVS HEALT

Change in Control Agreement effective as of August 26, 2024 between the Registrant and Heidi B

Exhibit 10.4 CVS HEALTH CORPORATION Change in Control Agreement for Heidi B. Capozzi Confidential Revised 2020 Page 1. Definitions 1 2. Term of Agreement 4 3. Entitlement to Severance Benefit 5 4. Confidentiality; Cooperation with Regard to Litigation; Non-disparagement 7 5. Non-solicitation 8 6. Remedies 8 7. Effect of Agreement on Other Benefits 9 8. Not an Employment Agreement 9 9. Resolution o

Restrictive Covenant Agreement dated January 25, 2023 between the Registrant and J. David Joyner.

Exhibit 10.1 CVS Pharmacy, Inc. Restrictive Covenant Agreement I, John Joyner, enter into this Restrictive Covenant Agreement (“Agreement”) with CVS Pharmacy, Inc., on its own behalf and on behalf of its subsidiaries and affiliates (“CVS”), which is effective as of the date I sign the Agreement (“Effective Date”). 1.Consideration for Agreement. In connection with my duties and responsibilities at

Regulation FD Disclosure

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 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): April 7, 2025 CVS HEALTH CORPORATION (Exact Name of Registrant as Specified in Charter) Delaware 001-01011 05-0494040 (State or Other Jurisdiction of Incorporation) (Commission File Number) (I.

-2-

Exhibit 99.1 PRESS RELEASE CVS Health Announces Chief Financial Officer Transition Plan; Appoints Chief Medical Officer WOONSOCKET, RI (DATE) – CVS Health (NYSE: CVS) today announced two leadership updates. • Brian O. Newman has been named executive vice president and chief financial officer designate, effective April 21. He will succeed CVS Health’s current executive vice president and chief fina

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 14A PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. )

CVS HEALTH CORPORATION DEFA 14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 14A PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No.

Message from Our Executive Chair, Our Chief Executive Officer and Our Lead Independent Director Table of Contents Notice of Annual Meeting of Stockholders CVS Health at a Glance Proxy Statement Highlights Corporate Governance and Related Matters Aud

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 14A PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No.

Subsidiaries of CVS Health Corporation.

Exhibit 21.1 Subsidiaries of CVS Health Corporation Listed below are subsidiaries under CVS Health Corporation at December 31, 2024 with their jurisdictions of organization shown in parentheses. Subsidiaries excluded from the list below are not insurance companies and would not, in the aggregate, constitute a “significant subsidiary” of CVS Health Corporation, as that term is defined in Rule 1-02(

The Registrant’s Management Incentive Plan.

Exhibit 10.51 CVS Health Corporation Management Incentive Plan I. Objectives and Summary CVS Health Corporation’s Management Incentive Plan (the “MIP”) is designed to reward Eligible Participants of CVS Health Corporation and its subsidiaries (together, “the Company”) for their role in driving performance and to encourage Eligible Participants’ continued employment with the Company. Funding for th

Separation and Advisory Services Letter Agreement dated October 17, 2024 between the Registrant and Karen S. Lynch

EXHIBIT 10.67 EXECUTION VERSION CVS HEALTH CORPORATION October 17, 2024 Karen S. Lynch Address on file at the Company Dear Karen: The Board appreciates your dedicated service and contributions as President and Chief Executive Officer of CVS Health Corporation (the “Company”). This letter (this “Letter Agreement”) memorializes our recent discussions and agreement concerning your separation from you

The Registrant’s Amended and Restated Severance Plan for Non-Store Employees dated

Exhibit 10.52 CVS HEALTH SEVERANCE PLAN FOR NON-STORE EMPLOYEES (Amended and Restated as of January 1, 2025) CVS HEALTH SEVERANCE PLAN FOR NON-STORE EMPLOYEES (Amended and Restated as of January 1, 2025) WHEREAS, CVS Health Corporation (the “Company”) has established the CVS Health Severance Plan for Non-Store Employees (the “Plan”) to provide financial assistance to employees in non-store positio

Financial Statements and Exhibits, Results of Operations and Financial Condition

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): February 12, 2025 CVS HEALTH CORPORATION (Exact name of registrant as specified in its charter) Delaware 001-01011 05-0494040 (State or other jurisdiction of incorporation) (Commissio

Material terms of outstanding securities that are registered under Section 12 of the 1934 Act as required by Item 202(a)-(d) and (f) of Regulation S-K.

Exhibit 4.38 DESCRIPTION OF COMMON STOCK REGISTERED UNDER SECTION 12 OF THE SECURITIES EXCHANGE ACT OF 1934 The following description (this “Description”) of the terms of the common stock of CVS Health Corporation (“CVS Health”) is a summary only and is qualified by reference to the relevant provisions of Delaware law and the Restated Certificate of Incorporation (the “Charter”) and the By-Laws (t

The Registrant’s Executive Health Program Summary and Program Document effective September 20, 2023.

Exhibit 10.53 CVS Health Executive Health Program Summary and Program Document Effective September 20, 2023 Purpose The CVS Health Executive Health Program (“Program”) is established effective September 20, 2023. Its overall purpose is to provide a comprehensive annual health examination and assessment to eligible executives and/or officers of CVS Health or a participating employer (the “Company”)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☑ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2024 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-01011 CVS HEALTH COR

Stock Option Agreement between the Registrant and selected executives of the Registrant.

Exhibit 10.35 CVS HEALTH CORPORATION NONQUALIFIED STOCK OPTION AGREEMENT GRANT DATE: %%OPTIONDATE,'Month DD, YYYY'%-% 1.GRANT OF AWARD. Pursuant and subject to the provisions of the 2017 Incentive Compensation Plan of CVS Health Corporation (the “Plan”), on the date set forth above (the “Grant Date”), CVS Health Corporation (the “Company”) has granted and hereby evidences the award to the person n

Securities Trading Policy of CVS Health Corporation, as amended January 28, 2025.

Exhibit 19.1 CVS HEALTH CORPORATION SECURITIES TRADING POLICY (Amended as of January 28, 2025) The Need for a Policy This Policy has been developed: ▪To educate the Company’s personnel; ▪To set forth guidelines for courses of action for the Company and its personnel; ▪To protect the Company and each of its personnel against legal liability; and ▪To preserve the reputation of the Company and its pe

CVS HEALTH CORPORATION REPORTS FOURTH QUARTER AND FULL-YEAR 2024 RESULTS

Exhibit 99.1 CVS HEALTH CORPORATION REPORTS FOURTH QUARTER AND FULL-YEAR 2024 RESULTS Fourth Quarter Highlights •Total revenues increased to $97.7 billion, up 4.2% compared to prior year •GAAP diluted EPS of $1.30 and Adjusted EPS of $1.19 Full-Year Highlights •Total revenues increased to $372.8 billion, up 4.2% compared to prior year •GAAP diluted EPS of $3.66 and Adjusted EPS of $5.42 •Generated

Oak Street Health, Inc. Omnibus Incentive Plan, as amended.

Exhibit 10.27 OAK STREET HEALTH, INC. OMNIBUS INCENTIVE PLAN As Amended July 28, 2023 ARTICLE I PURPOSE; EFFECTIVE DATE; TERM 1.1 Purpose. The purpose of this Oak Street Health, Inc. Omnibus Incentive Plan is to enhance the profitability and value of the Company for the benefit of its Stockholders by enabling the Company to offer Eligible Individuals stock- and cash-based incentives in order to at

Promotion Grant Award Agreement dated November 30, 2024 between the Registrant and J. David Joyner.

Exhibit 10.68 CVS HEALTH CORPORATION PROMOTION GRANT PREMIUM PRICED NQSO/SAR AWARD AGREEMENT GRANT DATE: November 30, 2024 1.GRANT OF AWARD. Pursuant and subject to the provisions of the 2017 Incentive Compensation Plan of CVS Health Corporation (the “Plan”), on the date set forth above (the “Grant Date”), CVS Health Corporation (the “Company”) has granted and hereby evidences the award to the per

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): December 16, 2024 CVS HEALTH CORP

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): December 16, 2024 CVS HEALTH CORPORATION (Exact name of registrant as specified in its charter) Delaware 001-01011 05-0494040 (State or other jurisdiction of incorporation) (Commissio

CVS Health Corporation Announces Early Results of Maximum Tender Offer and Election of Early Settlement

EX-99.1 Exhibit 99.1 Investor Larry McGrath Media Ethan Slavin Contact: Executive Vice President Contact: 860-273-6095 Chief Strategy Officer & Chief Strategic Advisor to the CEO [email protected] [email protected] FOR IMMEDIATE RELEASE CVS Health Corporation Announces Early Results of Maximum Tender Offer and Election of Early Settlement WOONSOCKET, RI, December 16, 2024– CVS He

CVS Health Corporation Announces Pricing of Maximum Tender Offer

EX-99.2 Exhibit 99.2 Investor Larry McGrath Media Ethan Slavin Contact: Executive Vice President Contact: 860-273-6095 Chief Strategy Officer & Chief Strategic Advisor to the CEO [email protected] [email protected] FOR IMMEDIATE RELEASE CVS Health Corporation Announces Pricing of Maximum Tender Offer WOONSOCKET, RI, December 16, 2024 – CVS Health Corporation (“CVS Health” or the

New York Mellon Trust Company, N.A. (as successor to The Bank of New York Trust Company, N

Exhibit 4.1 CVS CAREMARK CORPORATION, Company and THE BANK OF NEW YORK TRUST COMPANY, N.A., Trustee SUBORDINATED INDENTURE Dated as of May 25, 2007 CROSS-REFERENCE TABLE Trust Indenture Act Section Indenture Section 310 (a)(1) 7.10 (a)(2) 7.10 (a)(3) N/A (a)(4) N/A (a)(5) 7.10 (b) 7.10 (c) N/A 311 (a) 7.11 (b) 7.11 (c) N/A 312 (a) 2.05 (b) 10.03 (c) 10.03 313 (a) 7.06 (b)(1) 7.06 (b)(2) 7.06 (e) 7

Supplemental Indenture, dated as of December 10, 2024, between the Registrant and the Bank of New York Mellon Trust Company, N.A. (incorporated by reference to Exhibit 4.

Exhibit 4.3 THIRD SUPPLEMENTAL INDENTURE BETWEEN CVS HEALTH CORPORATION ISSUER AND THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A. TRUSTEE DATED AS OF DECEMBER 10, 2024 6.750% FIXED-TO-FIXED RATE SERIES B JUNIOR SUBORDINATED NOTES DUE 2054 TABLE OF CONTENTS Page ARTICLE I DEFINITIONS 1 1.1 Definition of Terms 1 ARTICLE II GENERAL TERMS AND CONDITIONS OF THE NOTES 4 2.1 Designation and Principal Am

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): December 10, 2024 CVS HEALTH CORP

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): December 10, 2024 CVS HEALTH CORPORATION (Exact name of registrant as specified in its charter) Delaware 001-01011 05-0494040 (State or other jurisdiction of incorporation) (Commissio

econd Supplemental Indenture, dated as of December 10, 2024, between the

Exhibit 4.2 SECOND SUPPLEMENTAL INDENTURE BETWEEN CVS HEALTH CORPORATION ISSUER AND THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A. TRUSTEE DATED AS OF DECEMBER 10, 2024 7.000% FIXED-TO-FIXED RATE SERIES A JUNIOR SUBORDINATED NOTES DUE 2055 TABLE OF CONTENTS Page ARTICLE I DEFINITIONS 1 1.1 Definition of Terms 1 ARTICLE II GENERAL TERMS AND CONDITIONS OF THE NOTES 4 2.1 Designation and Principal A

CVS Health Corporation Announces Expiration and Results of Any and All Tender Offer

Exhibit 99.1 Investor Larry McGrath Media Ethan Slavin Contact: Executive Vice President Chief Strategy Officer & Chief Strategic Advisor to the CEO  [email protected] Contact: 860-273-6095 [email protected] FOR IMMEDIATE RELEASE CVS Health Corporation Announces Expiration and Results of Any and All Tender Offer WOONSOCKET, RI, December 9, 2024 – CVS Health Corporation (“CVS Heal

Current Report

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): December 9, 2024 CVS HEALTH CORPORATION (Exact name of registrant as specified in its charter) Delaware 001-01011 05-0494040 (State or other jurisdiction of incorporation) (Commission

Current Report

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): December 6, 2024 CVS HEALTH CORPORATION (Exact name of registrant as specified in its charter) Delaware 001-01011 05-0494040 (State or other jurisdiction of incorporation) (Commission

CVS Health Corporation Announces Pricing of Any and All Tender Offer

Exhibit 99.1 Investor Larry McGrath Media Ethan Slavin Contact: Executive Vice President Contact: 860-273-6095 Chief Strategy Officer & [email protected] Chief Strategic Advisor to the CEO [email protected] FOR IMMEDIATE RELEASE CVS Health Corporation Announces Pricing of Any and All Tender Offer WOONSOCKET, RI, December 6, 2024 – CVS Health Corporation (“CVS Health”, NYSE: CVS)

Underwriting Agreement, dated December 3, 2024, between CVS Health Corporation and Barclays Capital Inc., Citigroup Global Markets Inc. and Goldman Sachs & Co. LLC, as representatives of the several Underwriters named in Schedule I thereto.

Exhibit 1.1 CVS HEALTH CORPORATION $2,250,000,000 7.000% Series A Junior Subordinated Notes due 2055 $750,000,000 6.750% Series B Junior Subordinated Notes due 2054 Underwriting Agreement December 3, 2024 Barclays Capital Inc. Citigroup Global Markets Inc. Goldman Sachs & Co. LLC As Representatives of the several Underwriters named in Schedule I hereto c/o Barclays Capital Inc. 745 Seventh Avenue

Calculation of Filing Fee Tables ● 12/5/2024 Form 424(b)(2) (Form Type) CVS Health Corporation (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered Securities

Exhibit 107 Calculation of Filing Fee Tables ● 12/5/2024 Form 424(b)(2) (Form Type) CVS Health Corporation (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered Securities Security Type Security Class Title Fee Calculation or Carry Forward Rule Amount Registered Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee Carry Forward Form Type Carry Forward File Number Carry Forward Initial Effective Date Filing Fee Previously Paid in Connection with Unsold Securities to be Carried Forward Newly Registered Securities Fees to be Paid 1 Debt 7.

$3,000,000,000 $2,250,000,000 7.000% Fixed-to-Fixed Rate Series A Junior Subordinated Notes due 2055 $750,000,000 6.750% Fixed-to-Fixed Rate Series B Junior Subordinated Notes due 2054

Table of Contents Filed Pursuant to Rule 424(b)(2) Registration No. 333-272200 PROSPECTUS SUPPLEMENT (To Prospectus Dated May 25, 2023) $3,000,000,000 $2,250,000,000 7.000% Fixed-to-Fixed Rate Series A Junior Subordinated Notes due 2055 $750,000,000 6.750% Fixed-to-Fixed Rate Series B Junior Subordinated Notes due 2054 This is an offering by CVS Health Corporation (“we”, “us” or “our”) of an aggre

Current Report

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): December 3, 2024 CVS HEALTH CORPORATION (Exact name of registrant as specified in its charter) Delaware 001-01011 05-0494040 (State or other jurisdiction of incorporation) (Commission

CVS HEALTH CORPORATION Pricing Term Sheet—December 3, 2024 $2,250,000,000 7.000% Series A Junior Subordinated Notes due 2055 $750,000,000 6.750% Series B Junior Subordinated Notes due 2054 Issuer: CVS Health Corporation (the “Issuer”) Description of

FWP Filed pursuant to Rule 433 Free Writing Prospectus dated December 3, 2024 Registration Statement No.

Subject to Completion, dated December 3, 2024

Table of Contents Filed Pursuant to Rule 424(b)(3) Registration No. 333-272200 This prospectus supplement relates to an effective registration statement under the Securities Act of 1933, but is not complete and may be changed. This prospectus supplement and the accompanying prospectus are not an offer to sell these securities and are not soliciting an offer to buy these securities in any jurisdict

CVS Health Corporation Announces Cash Tender Offers for Certain of its and Aetna’s Outstanding Notes

Exhibit 99.1 Investor Larry McGrath Media Ethan Slavin Contact: Executive Vice President Contact: 860-273-6095 Chief Strategy Officer & [email protected] Chief Strategic Advisor to the CEO [email protected] FOR IMMEDIATE RELEASE CVS Health Corporation Announces Cash Tender Offers for Certain of its and Aetna’s Outstanding Notes WOONSOCKET, RI, December 2, 2024 – CVS Health Corpor

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): December 2, 2024 CVS HEALTH CORPO

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): December 2, 2024 CVS HEALTH CORPORATION (Exact name of registrant as specified in its charter) Delaware 001-01011 05-0494040 (State or other jurisdiction of incorporation) (Commission

By EDGAR

By EDGAR November 21, 2024 Valeria Franks and Angela Lumley U.S. Securities and Exchange Commission Division of Corporation Finance Office of Trade & Services 100 F Street, NE Washington, D.C. 20549-0405 Re: CVS Health Corporation Form 10-K for Fiscal Year Ended December 31, 2023 File No. 001-01011 Dear Mses. Franks and Lumley: CVS Health Corporation (the “Company”) is responding to the comment le

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 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): November 12, 2024 CVS HEALTH CORPOR

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 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): November 12, 2024 CVS HEALTH CORPORATION (Exact Name of Registrant as Specified in Charter) Delaware 001-01011 05-0494040 (State or Other Jurisdiction of Incorporation) (Commission File Number) (I.

CVS Health Announces Board Appointments

EX-99.1 Exhibit 99.1 PRESS RELEASE CVS Health Announces Board Appointments CVS Health Board of Directors appoints four new members: Leslie Norwalk, Larry Robbins, Guy Sansone, and Doug Shulman Appointments follow productive engagement with Glenview Capital Management WOONSOCKET, RI (November 18, 2024) – The Board of Directors of CVS Health (NYSE: CVS) today announced the appointment of four new bo

Agreement, dated November 17, 2024, by and between the R

EX-10.1 Exhibit 10.1 CVS Health Corporation November 17, 2024 Glenview Capital Management, LLC 767 Fifth Avenue, 44th Floor New York, NY 10153 Attention: Mark Horowitz Email: [email protected] Ladies and Gentlemen: CVS Health Corporation, a Delaware corporation (the “Company”), and Glenview Capital Management, LLC (together with its Affiliates, “Counterparty” or “you”, and together with the

CVS / CVS Health Corporation / DODGE & COX - SC 13G Passive Investment

SC 13G 1 d793980dsc13g.htm SC 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13G UNDER THE SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT NO. 0 )* CVS HEALTH CORPORATION (Name of Issuer) Common Stock (Title of Class of Securities) 126650100 (CUSIP Number) September 30, 2024 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to design

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☑ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2024 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-01011 CVS H

CVS Health Announces Leadership Appointments

EX-99.1 Exhibit 99.1 PRESS RELEASE CVS Health Announces Leadership Appointments Prem Shah named Group President, CVS Health; Steve Nelson named President, Aetna WOONSOCKET, RI (November 6, 2024) – CVS Health (NYSE: CVS) today announced Prem Shah will be Group President, and will continue to report to David Joyner, President and Chief Executive Officer. In addition, the company announced the appoin

Letter from Ernst & Young LLP acknowledging awareness of the use of a report dated

Exhibit 15.1 Letter re: Unaudited Interim Financial Information November 6, 2024 To the Shareholders and the Board of Directors of CVS Health Corporation We are aware of the incorporation by reference in the Registration Statements (Form S-3ASR No. 333-272200 and Form S-8 Nos. 333-273611, 333-271582, 333-270936, 333-238507, 333-230035, 333-228622, 333-167746, 333-217853, 333-208805, 333-141481, 33

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): November 6, 2024 CVS HEALTH CORPO

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): November 6, 2024 CVS HEALTH CORPORATION (Exact name of registrant as specified in its charter) Delaware 001-01011 05-0494040 (State or other jurisdiction of incorporation) (Commission

Regulation FD Disclosure

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 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): November 6, 2024 CVS HEALTH CORPORATION (Exact Name of Registrant as Specified in Charter) Delaware 001-01011 05-0494040 (State or Other Jurisdiction of Incorporation) (Commission File Number) (I.

CVS HEALTH CORPORATION REPORTS THIRD QUARTER 2024 RESULTS

Exhibit 99.1 CVS HEALTH CORPORATION REPORTS THIRD QUARTER 2024 RESULTS Financial Highlights •Third quarter total revenues increased to $95.4 billion, up 6.3% compared to the prior year •Third quarter GAAP diluted EPS of $0.07 and Adjusted EPS of $1.09 •Third quarter GAAP diluted EPS and Adjusted EPS include charges to record premium deficiency reserves of approximately $1.1 billion ($0.63 per shar

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 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): October 17, 2024 CVS HEALTH CORPORA

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 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): October 17, 2024 CVS HEALTH CORPORATION (Exact Name of Registrant as Specified in Charter) Delaware 001-01011 05-0494040 (State or Other Jurisdiction of Incorporation) (Commission File Number) (I.

CVS Health Appoints David Joyner President and Chief Executive Officer

EX-99.1 Exhibit 99.1 PRESS RELEASE CVS Health Appoints David Joyner President and Chief Executive Officer Roger Farah Named Executive Chairman of the Board Company provides preliminary guidance for third quarter 2024 GAAP diluted Earnings per Share (EPS) of $0.03 to $0.08 and Adjusted EPS of $1.05 to $1.10 WOONSOCKET, RI (October 18, 2024) – CVS Health (NYSE: CVS) today announced that David Joyner

Third Amendment to Five Year Credit Agreement dated as of May 16, 2024, to the Five Year Credit Agreement dated as of May 16, 2019, as amended by the Second Amendment to Five Year Credit Agreement, dated as of March 23, 2023, as amended by the First Amendment to Five Year Credit Agreement, dated as of May 16, 2022,by and among the Registrant, the lenders party thereto and Bank of America, N.A., as Administrative Agent (incorporated by reference to Exhibit 10.

Exhibit 10.1 Execution Version THIRD AMENDMENT TO FIVE YEAR CREDIT AGREEMENT THIRD AMENDMENT TO FIVE YEAR CREDIT AGREEMENT (this “Amendment”), dated as of May 16, 2024, is entered into among CVS Health Corporation, a Delaware corporation (the “Borrower”), the Lenders party hereto and Bank of America, N.A., as Administrative Agent. Except as otherwise provided herein, capitalized terms used herein

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 7, 2024 CVS HEALTH CORPORA

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 7, 2024 CVS HEALTH CORPORATION (Exact name of registrant as specified in its charter) Delaware 001-01011 05-0494040 (State or other jurisdiction of incorporation) (Commission F

Third Amendment to Five Year Credit Agreement dated as of May 16, 2024, to the Five Year Credit Agreement dated as of May 11, 2021, as amended by the Second Amendment to Five Year Credit Agreement, dated as of March 23, 2023,as amended by the First Amendment to Five Year Credit Agreement, dated as of May 16, 2022, by and among the Registrant, the lenders party thereto and Bank of America, N.A., as Administrative Agent (incorporated by reference to Exhibit 10.

Exhibit 10.2 Execution Version THIRD AMENDMENT TO FIVE YEAR CREDIT AGREEMENT THIRD AMENDMENT TO FIVE YEAR CREDIT AGREEMENT (this “Amendment”), dated as of May 16, 2024, is entered into among CVS Health Corporation, a Delaware corporation (the “Borrower”), the Lenders party hereto and Bank of America, N.A., as Administrative Agent. Except as otherwise provided herein, capitalized terms used herein

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☑ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2024 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-01011 CVS HEALTH

Second Amendment to Five Year Credit Agreement dated as of May 16, 2024, to the Five Year Credit Agreement dated as of May 16, 2022, as amended by the First Amendment to Five Year Credit Agreement, dated as of March 23, 2023, by and among the Registrant, the lenders party thereto and Bank of America, N.A., as Administrative Agent (incorporated by reference to Exhibit 10.3 to the Registrant’s Quarterly Report on Form 10-Q for the fiscal quarter ended June 30, 2024).

Exhibit 10.3 Execution Version SECOND AMENDMENT TO FIVE YEAR CREDIT AGREEMENT SECOND AMENDMENT TO FIVE YEAR CREDIT AGREEMENT (this “Amendment”), dated as of May 16, 2024, is entered into among CVS Health Corporation, a Delaware corporation (the “Borrower”), the Lenders party hereto and Bank of America, N.A., as Administrative Agent. Except as otherwise provided herein, capitalized terms used herei

Letter from Ernst & Young LLP acknowledging awareness of the use of a report dated

Exhibit 15.1 Letter re: Unaudited Interim Financial Information August 7, 2024 To the Shareholders and the Board of Directors of CVS Health Corporation We are aware of the incorporation by reference in the Registration Statements (Form S-3ASR No. 333-272200 and Form S-8 Nos. 333-273611, 333-271582, 333-270936, 333-238507, 333-230035, 333-228622, 333-167746, 333-217853, 333-208805, 333-141481, 333-

CVS HEALTH CORPORATION REPORTS SECOND QUARTER 2024 RESULTS AND REVISES FULL-YEAR 2024 GUIDANCE

Exhibit 99.1 CVS HEALTH CORPORATION REPORTS SECOND QUARTER 2024 RESULTS AND REVISES FULL-YEAR 2024 GUIDANCE Financial Highlights •Second quarter total revenues increased to $91.2 billion, up 2.6% compared to the prior year •Second quarter GAAP diluted EPS of $1.41 and Adjusted EPS of $1.83 •Generated year-to-date cash flow from operations of $8.0 billion 2024 Full-Year Guidance •Revised GAAP dilut

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 11-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 11-K (Mark One) ☑ ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2023 OR o TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period fromto Commission File Number: 001-01011 A. Full title of the plan a

Filing Fee Table.

Exhibit 107.1 CALCULATION OF FILING FEE TABLE S-8 (Form Type) CVS Health Corporation (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered Securities Security Type Security Class Title Fee Calculation Rule Amount Registered Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee Equity Class A Common Stock, $0.01 par

2017 Incentive Compensation Plan of CVS Health Corporation.

Exhibit 99.1 2017 Incentive Compensation Plan of CVS Health Corporation As Amended Through March 21, 2024 1. Purpose. The purpose of this 2017 Incentive Compensation Plan (the “Plan”) is to assist CVS Health Corporation, a Delaware corporation (the “Corporation”), and its subsidiaries, in attracting, retaining and rewarding high-quality executives, employees, and other persons who provide services

As filed with the Securities and Exchange Commission on May 22, 2024

As filed with the Securities and Exchange Commission on May 22, 2024 Registration No.

Letter of Acknowledgement from Ernst & Young LLP re: Unaudited Interim Financial Information

EXHIBIT 15 May 22, 2024 The Board of Directors and Shareholders CVS Health Corporation Letter re: Unaudited Interim Financial Information We are aware of the incorporation by reference in this Registration Statement (Form S-8) of CVS Health Corporation pertaining to the 2017 Incentive Compensation Plan of CVS Health Corporation of our report dated May 1, 2024, relating to the unaudited condensed consolidated interim financial statements of CVS Health Corporation that are included in its Form 10-Q for the quarter ended March 31, 2024.

Forms of award agreements to be used under Registrant’s 2017 Incentive Compensation Plan, as amended (incorporated by reference to Exhibit 10.2 to the Registrant’s Current Report on Form 8-K filed May 22, 2024).

Exhibit 10.2 CVS HEALTH CORPORATION PERFORMANCE STOCK UNIT AGREEMENT GRANT DATE: %%OPTIONDATE,'Month DD, YYYY'%-% 1.GRANT OF AWARD. Pursuant and subject to the provisions of the 2017 Incentive Compensation Plan of CVS Health Corporation (the “Plan”), on the date set forth above (the “Grant Date”), CVS Health Corporation (the “Company”) has granted and hereby evidences by the Performance Stock Unit

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits, Submission of Matters to a Vote of Security Holders

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 22, 2024 (May 16, 2024) CVS HEALTH CORPORATION (Exact name of registrant as specified in its charter) Delaware 001-01011 05-0494040 (State or other jurisdiction of incorporation)

2017 Incentive Compensation Plan of CVS Health Corporation, as amende

Exhibit 10.1 2017 Incentive Compensation Plan of CVS Health Corporation 1.Purpose. The purpose of this 2017 Incentive Compensation Plan (the “Plan”) is to assist CVS Health Corporation, a Delaware corporation (the “Corporation”), and its subsidiaries, in attracting, retaining and rewarding high-quality executives, employees, and other persons who provide services to the Corporation and/or its subs

Form of the 2031 Note.

Exhibit 4.2 UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY (“DTC”) TO THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO., OR TO SUCH OTHER EN

Form of the 2044 Note.

Exhibit 4.4 UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY (“DTC”) TO THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO., OR TO SUCH OTHER EN

Form of the 2034 Note.

Exhibit 4.3 UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY (“DTC”) TO THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO., OR TO SUCH OTHER EN

Form of the 2054 Note.

Exhibit 4.5 UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY (“DTC”) TO THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO., OR TO SUCH OTHER EN

Current Report

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 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

Form of the 2029 Note.

Exhibit 4.1 UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY (“DTC”) TO THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO., OR TO SUCH OTHER EN

Underwriting Agreement dated May 7, 2024, among CVS Health Corporation and BofA Securities, Inc., Barclays Capital Inc., Goldman Sachs & Co. LLC, J.P. Morgan Securities LLC and Wells Fargo Securities, LLC as representatives of the several Underwriters named in Schedule I thereto.

Exhibit 1.1 CVS HEALTH CORPORATION $1,000,000,000 5.400% Senior Notes due 2029 $1,000,000,000 5.550% Senior Notes due 2031 $1,250,000,000 5.700% Senior Notes due 2034 $750,000,000 6.000% Senior Notes due 2044 $1,000,000,000 6.050% Senior Notes due 2054 Underwriting Agreement May 7, 2024 BofA Securities, Inc. Barclays Capital Inc. Goldman Sachs & Co. LLC J.P. Morgan Securities LLC Wells Fargo Secur

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 7, 2024 CVS HEALTH CORPORATIO

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 7, 2024 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

$5,000,000,000 $1,000,000,000 5.400% Senior Notes due 2029 $1,000,000,000 5.550% Senior Notes due 2031 $1,250,000,000 5.700% Senior Notes due 2034   $750,000,000 6.000% Senior Notes due 2044 $1,000,000,000 6.050% Senior Notes due 2054

Table of Contents Filed Pursuant to Rule 424(b)(2) Registration No. 333-272200 PROSPECTUS SUPPLEMENT (To Prospectus Dated May 25, 2023) $5,000,000,000 $1,000,000,000 5.400% Senior Notes due 2029 $1,000,000,000 5.550% Senior Notes due 2031 $1,250,000,000 5.700% Senior Notes due 2034   $750,000,000 6.000% Senior Notes due 2044 $1,000,000,000 6.050% Senior Notes due 2054 This is an offering by CVS He

CALCULATION OF FILING FEE TABLE (Form Type) CVS Health Corporation (Exact name of Registrant as Specified in its Charter) Table 1: Newly Registered Securities         Security  Type Security Class Title Calculation  Fee or Forward Carry Rule Amount R

Exhibit 107 CALCULATION OF FILING FEE TABLE 424(b)(2) (Form Type) CVS Health Corporation (Exact name of Registrant as Specified in its Charter) Table 1: Newly Registered Securities         Security  Type Security Class Title Calculation  Fee or Forward Carry Rule Amount Registered Proposed Maximum Offering Price per Unit Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee Fees to be Paid Debt 5.

CVS HEALTH CORPORATION Pricing Term Sheet—May 7, 2024 $1,000,000,000 5.400% Senior Notes due 2029 $1,000,000,000 5.550% Senior Notes due 2031 $1,250,000,000 5.700% Senior Notes due 2034 $750,000,000 6.000% Senior Notes due 2044 $1,000,000,000 6.050%

FWP Filed pursuant to Rule 433 Free Writing Prospectus dated May 7, 2024 Registration Statement No.

Subject to Completion, dated May 7, 2024

424B3 Table of Contents Filed Pursuant to Rule 424(b)(3) Registration No. 333-272200 Subject to Completion, dated May 7, 2024 This prospectus supplement relates to an effective registration statement under the Securities Act of 1933, but is not complete and may be changed. This prospectus supplement and the accompanying prospectus are not an offer to sell these securities and are not soliciting an

Change in Control Agreement effective as of

Exhibit 10.2 CVS HEALTH CORPORATION Change in Control Agreement for SAMRAT KHICHI CONFIDENTIAL Revised 2020 Page 1. Definitions 1 2. Term of Agreement 4 3. Entitlement to Severance Benefit 5 4. Confidentiality; Cooperation with Regard to Litigation; Non-disparagement 7 5. Non-solicitation 8 6. Remedies 8 7. Effect of Agreement on Other Benefits 9 8. Not an Employment Agreement 9 9. Resolution of D

CVS HEALTH CORPORATION REPORTS FIRST QUARTER 2024 RESULTS AND REVISES FULL-YEAR 2024 GUIDANCE

Exhibit 99.1 CVS HEALTH CORPORATION REPORTS FIRST QUARTER 2024 RESULTS AND REVISES FULL-YEAR 2024 GUIDANCE First Quarter Highlights •Total revenues increased to $88.4 billion, up 3.7% compared to prior year •GAAP diluted EPS of $0.88 and Adjusted EPS of $1.31 •Generated cash flow from operations of $4.9 billion 2024 Full-Year Guidance •Revised GAAP diluted EPS guidance to at least $5.64 from at le

Restrictive Covenant Agreement dated J

Exhibit 10.1 CVS Pharmacy, Inc. Restrictive Covenant Agreement I, Samrat Khichi, enter into this Restrictive Covenant Agreement (“Agreement”) with CVS Pharmacy, Inc., on its own behalf and on behalf of its subsidiaries and affiliates (“CVS”), which is effective as of the date I sign the Agreement (“Effective Date”). 1.Consideration for Agreement. In connection with my duties and responsibilities a

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☑ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2024 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-01011 CVS HEALT

Term Loan Credit Agreement, dated March 25, 2024, by and among the Registrant, the lenders party thereto and Bank of America, N.A., as administrative agent.

Exhibit 10.3 Execution Version Deal CUSIP: 23242UBB8 Facility CUSIP: 23242UBC6 364-DAY TERM LOAN CREDIT AGREEMENT by and among CVS HEALTH CORPORATION, THE LENDERS PARTY HERETO, BARCLAYS BANK PLC and JPMORGAN CHASE BANK, N.A., as Co-Syndication Agents, GOLDMAN SACHS BANK USA and WELLS FARGO BANK, NATIONAL ASSOCIATION, as Co-Documentation Agents, and BANK OF AMERICA, N.A., as Administrative Agent Da

Letter from Ernst & Young LLP acknowledging awareness of the use of a report dated

Exhibit 15.1 Letter re: Unaudited Interim Financial Information May 1, 2024 To the Shareholders and the Board of Directors of CVS Health Corporation We are aware of the incorporation by reference in the Registration Statements (Form S-3ASR No. 333-272200 and Form S-8 Nos. 333-273611, 333-271582, 333-270936, 333-238507, 333-230035, 333-228622, 333-167746, 333-217853, 333-208805, 333-141481, 333-139

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 1, 2024 CVS HEALTH CORPORATIO

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 1, 2024 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

NOTICE OF EXEMPT SOLICITATION

NOTICE OF EXEMPT SOLICITATION Name of the registrant: CVS Health Corporation Name of person relying on exemption: New York State Comptroller Thomas P.

Notice of Annual Meeting of Stockholders and Proxy Statement Our Vision Message from Our Independent Chair and Chief Executive Officer Table of Contents Notice of Annual Meeting of Stockholders The Value We Create Our Purpose: Bringing our heart to e

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 14A PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 14A PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. )

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 14A PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No.

COURTESY PDF OF PROXY STATEMENT

2024 Notice of Annual Meeting of Stockholders and Proxy Statement May 16, 2024 | Virtual Meeting at 8:00 a.

Regulation FD Disclosure

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): March 5, 2024 CVS HEALTH CORPORATION (Exact name of registrant as specified in its charter) Delaware 001-01011 05-0494040 (State or other jurisdiction of incorporation) (Commission Fi

CVS / CVS Health Corporation / VANGUARD GROUP INC - SCHEDULE 13G/A Passive Investment

SC 13G/A 1 tv0723-cvshealthcorp.htm SCHEDULE 13G/A SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 (Amendment No.: 9)* Name of issuer: CVS Health Corp Title of Class of Securities: Common Stock CUSIP Number: 126650100 Date of Event Which Requires Filing of this Statement: December 29, 2023 Check the appropriate box to designate the r

CVS HEALTH REPORTS FOURTH QUARTER AND FULL-YEAR 2023 RESULTS

Exhibit 99.1 CVS HEALTH REPORTS FOURTH QUARTER AND FULL-YEAR 2023 RESULTS WOONSOCKET, RHODE ISLAND, February 7, 2024 - CVS Health Corporation (NYSE: CVS) today announced operating results for the three months and year ended December 31, 2023. FOURTH QUARTER HIGHLIGHTS KEY FINANCIAL DATA •Total revenues increased to $93.8 billion, up 11.9% compared to prior year •GAAP diluted EPS of $1.58 and Adjus

Material terms of outstanding securities that are registered under Section 12 of the 1934 Act as required by Item 202(a)-(d) and (f) of Regulation S-K.

Exhibit 4.29 DESCRIPTION OF COMMON STOCK REGISTERED UNDER SECTION 12 OF THE SECURITIES EXCHANGE ACT OF 1934 The following description (this “Description”) of the terms of the common stock of CVS Health Corporation (“CVS Health”) is a summary only and is qualified by reference to the relevant provisions of Delaware law and the Restated Certificate of Incorporation (the “Charter”) and the By-Laws (t

Restrictive Covenant Agreement dated January 7, 2024 between the Registrant and Thomas F. Cowhey

Exhibit 10.53 CVS Pharmacy, Inc. Restrictive Covenant Agreement . I, Thomas F. Cowhey, enter into this Restrictive Covenant Agreement (“Agreement”) with CVS Pharmacy, Inc., on its own behalf and on behalf of its subsidiaries and affiliates (“CVS”), which is effective as of the date I sign the Agreement (“Effective Date”). 1.Consideration for Agreement. In connection with my duties and responsibili

Change in Control Agreement effective as of January 5, 2024 between the Registrant and Thomas F. Cowhey

Exhibit 10.54 CVS HEALTH CORPORATION Change in Control Agreement for THOMAS F. COWHEY CONFIDENTIAL Revised 2020 Page 1. Definitions 1 2. Term of Agreement 4 3. Entitlement to Severance Benefit 5 4. Confidentiality; Cooperation with Regard to Litigation; Non-disparagement 7 5. Non-solicitation 8 6. Remedies 8 7. Effect of Agreement on Other Benefits 9 8. Not an Employment Agreement 9 9. Resolution

Financial Statements and Exhibits, Results of Operations and Financial Condition

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): February 7, 2024 CVS HEALTH CORPORATION (Exact name of registrant as specified in its charter) Delaware 001-01011 05-0494040 (State or other jurisdiction of incorporation) (Commission

Subsidiaries of CVS Health Corporation.

Exhibit 21.1 Subsidiaries of CVS Health Corporation Listed below are subsidiaries under CVS Health Corporation at December 31, 2023 with their jurisdictions of organization shown in parentheses. Subsidiaries excluded from the list below are not insurance companies and would not, in the aggregate, constitute a “significant subsidiary” of CVS Health Corporation, as that term is defined in Rule 1-02(

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☑ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2023 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-01011 CVS HEALTH COR

The Registrant’s Management Incentive Plan.

Exhibit 10.45 CVS Health Corporation Management Incentive Plan I. Objectives and Summary CVS Health Corporation’s Management Incentive Plan (the “MIP”) is designed to reward Eligible Participants of CVS Health Corporation and its subsidiaries (together, “the Company”) for their role in driving performance and to encourage Eligible Participants’ continued employment with the Company. Funding for th

The Registrant’s Executive Health Program Summary and Program Document effective September 20, 2023.

Exhibit 10.47 CVS Health Executive Health Program Summary and Program Document Effective September 20, 2023 Purpose The CVS Health Executive Health Program (“Program”) is established effective September 20, 2023. Its overall purpose is to provide a comprehensive annual health examination and assessment to eligible executives and/or officers of CVS Health or a participating employer (the “Company”)

Registrant’s Dodd-Frank Clawback Policy adopted September 21, 2023.

Exhibit 97.1 CVS HEALTH CORPORATION DODD-FRANK CLAWBACK POLICY The Board of Directors (the “Board”) of CVS Health Corporation (the “Company”) has adopted this Dodd-Frank Clawback Policy (this “Policy”) in accordance with the applicable provisions of The New York Stock Exchange Listed Company Manual (the “Clawback Rules”), promulgated pursuant to the final rules adopted by the Securities and Exchan

Oak Street Health, Inc. Omnibus Incentive Plan, as amended.

Exhibit 10.22 OAK STREET HEALTH, INC. OMNIBUS INCENTIVE PLAN As Amended July 28, 2023 ARTICLE I PURPOSE; EFFECTIVE DATE; TERM 1.1 Purpose. The purpose of this Oak Street Health, Inc. Omnibus Incentive Plan is to enhance the profitability and value of the Company for the benefit of its Stockholders by enabling the Company to offer Eligible Individuals stock- and cash-based incentives in order to at

CVS Health Announces Leadership Appointments Thomas F. Cowhey Named Chief Financial Officer Mike Pykosz Named President of Health Care Delivery

Exhibit 99.1 CVS Health Announces Leadership Appointments Thomas F. Cowhey Named Chief Financial Officer Mike Pykosz Named President of Health Care Delivery WOONSOCKET, R.I., January 5, 2024 — CVS Health® (NYSE: CVS) today announced several leadership updates, effective immediately: · Senior Vice President of Corporate Finance and interim CFO, Tom Cowhey, has been formally appointed the company’s

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

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): January 5, 2024 CVS HEALTH CORPORATION (Exact name of registrant as specified in its charter) Delaware 001-01011 05-0494040 (State or other jurisdiction of incorporation) (Commission

CVS Health highlights path to accelerating long-term growth through building a world of health around every consumer

Exhibit 99.1 CVS Health highlights path to accelerating long-term growth through building a world of health around every consumer •Introduces CVS CostVantageTM and CVS Caremark TrueCostTM to drive aligned incentives and deliver a more transparent and sustainable reimbursement model •Launches CVS HealthspireTM brand for Health Services segment that simplifies access to multi-payor capabilities, bet

Regulation FD Disclosure, Financial Statements and Exhibits

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): December 5, 2023 CVS HEALTH CORPORATION (Exact name of registrant as specified in its charter) Delaware 001-01011 05-0494040 (State or other jurisdiction of incorporation) (Commission

Letter from Ernst & Young LLP acknowledging awareness of the use of a report dated

Exhibit 15.1 Letter re: Unaudited Interim Financial Information November 1, 2023 To the Shareholders and the Board of Directors of CVS Health Corporation We are aware of the incorporation by reference in the Registration Statements (Form S-3ASR No. 333-272200 and Form S-8 Nos. 333-273611, 333-271582, 333-270936, 333-238507, 333-230035, 333-228622, 333-167746, 333-217853, 333-208805, 333-141481, 33

CVS Health reports third quarter results

Exhibit 99.1 CVS Health reports third quarter results WOONSOCKET, RHODE ISLAND, November 1, 2023 - CVS Health Corporation (NYSE: CVS) today announced operating results for the three months ended September 30, 2023. Third quarter highlights Key financial data •Total revenues increased to $89.8 billion, up 10.6% compared to prior year •GAAP diluted EPS of $1.75 and Adjusted EPS of $2.21 Year-to-date

The Registrant's Amended and Restated Severance Plan for Non-Store Employees dated September 30, 2023.

Exhibit 10.1 CVS HEALTH SEVERANCE PLAN FOR NON-STORE EMPLOYEES (Amended and Restated as of September 30, 2023) CVS HEALTH SEVERANCE PLAN FOR NON-STORE EMPLOYEES (Amended and Restated as of September 30, 2023) WHEREAS, CVS Health Corporation (the “Company”) has established the CVS Health Severance Plan for Non-Store Employees (the “Plan”) to provide financial assistance to employees in non-store po

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☑ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2023 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-01011 CVS H

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): November 1, 2023 CVS HEALTH CORPO

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): November 1, 2023 CVS HEALTH CORPORATION (Exact name of registrant as specified in its charter) Delaware 001-01011 05-0494040 (State or other jurisdiction of incorporation) (Commission

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

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): October 13, 2023 CVS HEALTH CORPORATION (Exact name of registrant as specified in its charter) Delaware 001-01011 05-0494040 (State or other jurisdiction of incorporation) (Commission

CVS Health announces CFO Shawn Guertin to take leave of absence due to family health reasons SVP of Corporate Finance Thomas F. Cowhey Appointed Interim CFO CEO of Oak Street Health Mike Pykosz Named Interim President of Health Services

Exhibit 99.1 CVS Health announces CFO Shawn Guertin to take leave of absence due to family health reasons SVP of Corporate Finance Thomas F. Cowhey Appointed Interim CFO CEO of Oak Street Health Mike Pykosz Named Interim President of Health Services WOONSOCKET, R.I., Oct. 16, 2023 — CVS Health® (NYSE: CVS) today announced several leadership updates, effective immediately: · Executive Vice Presiden

Regulation FD Disclosure, Financial Statements and Exhibits

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): October 13, 2023 CVS HEALTH CORPORATION (Exact name of registrant as specified in its charter) Delaware 001-01011 05-0494040 (State or other jurisdiction of incorporation) (Commission

Eighty-seven (87) percent of Aetna Medicare Advantage members in 4-star plans or higher for 2024 Commitment to exceptional service for members across the nation drove a significant improvement in member experience ratings

Exhibit 99.1 Eighty-seven (87) percent of Aetna Medicare Advantage members in 4-star plans or higher for 2024 Commitment to exceptional service for members across the nation drove a significant improvement in member experience ratings WOONSOCKET, R.I., Oct. 13, 2023 — Aetna®, a CVS Health® company (NYSE: CVS), announced today that 87 percent of its Medicare Advantage (MA) members are in 2024 Medic

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

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): September 21, 2023 (September 20, 2023) CVS HEALTH CORPORATION (Exact name of registrant as specified in charter) Delaware 001-01011 05-0494040 (State or other jurisdiction of incorpo

Regulation FD Disclosure

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): September 11, 2023 CVS HEALTH CORPORATION (Exact name of registrant as specified in its charter) Delaware 001-01011 05-0494040 (State or other jurisdiction of incorporation) (Commissi

CVS Health Launches Cordavis New business will bring high quality biosimilar products to market with goal of reducing drug spend and ensuring access to affordable medications Cordavis to launch biosimilar Hyrimoz® with Sandoz beginning in 2024 at mor

CVS Health Launches Cordavis New business will bring high quality biosimilar products to market with goal of reducing drug spend and ensuring access to affordable medications Cordavis to launch biosimilar Hyrimoz® with Sandoz beginning in 2024 at more than 80% lower list price than Humira®* WOONSOCKET, R.

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 23, 2023

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 23, 2023 CVS HEALTH CORPORATION (Exact name of registrant as specified in charter) Delaware 001-01011 05-0494040 (State or other jurisdiction of incorporation) (Commission File

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 17, 2023

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 17, 2023 CVS HEALTH CORPORATION (Exact name of registrant as specified in charter) Delaware 001-01011 05-0494040 (State or other jurisdiction of incorporation) (Commission File

CVS Health reports second quarter results

Exhibit 99.1 CVS Health reports second quarter results WOONSOCKET, RHODE ISLAND, August 2, 2023 - CVS Health Corporation® (NYSE: CVS) today announced operating results for the three months ended June 30, 2023. Second quarter highlights Key financial data •Total revenues increased to $88.9 billion, up 10.3% compared to prior year •GAAP diluted EPS of $1.48 and Adjusted EPS of $2.21 Year-to-date hig

As filed with the Securities and Exchange Commission on August 2, 2023

As filed with the Securities and Exchange Commission on August 2, 2023 Registration No.

Letter of Acknowledgment from Ernst & Young LLP re: Unaudited Interim Financial Information

Exhibit 15 August 2, 2023 To the Shareholders and the Board of Directors of CVS Health Corporation We are aware of the incorporation by reference in this Registration Statement (Form S-8) pertaining to the Signify Health, Inc.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☑ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2023 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-01011 CVS HEALTH

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 2, 2023 CVS HEALTH CORPORA

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 2, 2023 CVS HEALTH CORPORATION (Exact name of registrant as specified in its charter) Delaware 001-01011 05-0494040 (State or other jurisdiction of incorporation) (Commission F

Signify Health, Inc. 2021 Long-Term Incentive Plan, as amended.

EXHIBIT 99.1 SIGNIFY HEALTH, INC. 2021 LONG-TERM INCENTIVE PLAN (As Amended July 28, 2023) Section 1. Purpose. The purpose of the Signify Health, Inc. 2021 Long-Term Incentive Plan (as amended from time to time, the “Plan”) is to motivate and reward employees and other individuals to perform at the highest level and contribute significantly to the success of CVS Health Corporation (the “Company”),

Filing Fee Table.

Exhibit 107.1 CALCULATION OF FILING FEE TABLE S-8 (Form Type) CVS Health Corporation (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered Securities Security Type Security Class Title Fee Calculation Rule Amount Registered Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee Equity Common Stock, $0.01 par value pe

Letter from Ernst & Young LLP acknowledging awareness of the use of a report dated

Exhibit 15.1 Letter re: Unaudited Interim Financial Information August 2, 2023 To the Shareholders and the Board of Directors of CVS Health Corporation We are aware of the incorporation by reference in the Registration Statements (Form S-3ASR No. 333-272200 and Form S-8 Nos. 333-271582, 333-270936, 333-238507, 333-230035, 333-228622, 333-167746, 333-217853, 333-208805, 333-141481, 333-139470, 333-

Amendment to Registrant’s 2007 Employee Stock Purchase Plan dated May 2, 2023 (incorporated by reference to Exhibit 10.1 of Registrant’s Quarterly Report on Form 10-Q for the fiscal quarter ending June 30, 2023).

Exhibit 10.1 ESPP AMENDMENT CVS HEALTH CORPORATION INTERNATIONAL EMPLOYEE STOCK PURCHASE PLAN (SUB-PLAN OF THE CVS HEALTH CORPORATION 2007 EMPLOYEE STOCK PURCHASE PLAN) The following constitutes the provisions of the International Employee Stock Purchase Plan (herein called the “Sub-Plan”), a sub-plan of the CVS Health Corporation (the “Company”) 2007 Employee Stock Purchase Plan, as it may be ame

The Registrant’s Amended and Restated Severance Plan for Non-Store Employees dated January 1, 2022.

Exhibit 10.2 CVS HEALTH SEVERANCE PLAN FOR NON-STORE EMPLOYEES (Amended and Restated as of January 1, 2022) Proprietary CVS HEALTH SEVERANCE PLAN FOR NON-STORE EMPLOYEES (Amended and Restated as of January 1, 2022) WHEREAS, CVS Health Corporation (the “Company”) has established the CVS Health Severance Plan for Non-Store Employees (the “Plan”) to provide financial assistance to employees in non-st

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): July 20, 2023 (July 19, 2023)

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): July 20, 2023 (July 19, 2023) CVS HEALTH CORPORATION (Exact name of registrant as specified in charter) Delaware 001-01011 05-0494040 (State or other jurisdiction of incorporation) (C

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 11-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 11-K (Mark One) ☑ ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2022 OR o TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period fromto Commission File Number: 001-01011 A. Full title of the plan a

Form of the Registrant’s 2033 Note (incorporated by reference to Exhibit 4.3 to the Registrant’s Current Report on Form 8-K filed June 2, 2023).

EX-4.3 Exhibit 4.3 UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY (“DTC”) TO THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO., OR TO SUCH O

Form of the Registrant’s 2031 Note (incorporated by reference to Exhibit 4.2 to the Registrant’s Current Report on Form 8-K filed June 2, 2023).

EX-4.2 Exhibit 4.2 UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY (“DTC”) TO THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO., OR TO SUCH O

Form of the Registrant’s 2029 Note (incorporated by reference to Exhibit 4.1 to the Registrant’s Current Report on Form 8-K filed June 2, 2023).

EX-4.1 Exhibit 4.1 UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY (“DTC”) TO THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO., OR TO SUCH O

Form of the Registrant’s 2063 Note (incorporated by reference to Exhibit 4.5 to the Registrant’s Current Report on Form 8-K filed June 2, 2023).

EX-4.5 Exhibit 4.5 UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY (“DTC”) TO THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO., OR TO SUCH O

Form of the Registrant’s 2053 Note (incorporated by reference to Exhibit 4.4 to the Registrant’s Current Report on Form 8-K filed June 2, 2023).

EX-4.4 Exhibit 4.4 UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY (“DTC”) TO THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO., OR TO SUCH O

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): June 2, 2023 CVS HEALTH CORPORATI

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): June 2, 2023 CVS HEALTH CORPORATION (Exact name of registrant as specified in its charter) Delaware 001-01011 05-0494040 (State or other jurisdiction of incorporation) (Commission Fil

$5,000,000,000 $1,000,000,000 5.000% Senior Notes due 2029 $750,000,000 5.250% Senior Notes due 2031 $1,250,000,000 5.300% Senior Notes due 2033 $1,250,000,000 5.875% Senior Notes due 2053 $750,000,000 6.000% Senior Notes due 2063

424B2 Table of Contents Filed Pursuant to Rule 424(b)(2) Registration No. 333-272200 PROSPECTUS SUPPLEMENT (To Prospectus Dated May 25, 2023) $5,000,000,000 $1,000,000,000 5.000% Senior Notes due 2029 $750,000,000 5.250% Senior Notes due 2031 $1,250,000,000 5.300% Senior Notes due 2033 $1,250,000,000 5.875% Senior Notes due 2053 $750,000,000 6.000% Senior Notes due 2063 This is an offering by CVS

CALCULATION OF FILING FEE TABLE (Form Type) CVS Health Corporation (Exact name of Registrant as Specified in its Charter) Table 1: Newly Registered Securities Security Type Security Class Title Calculation Fee or Forward Carry Rule Amount Registered

Exhibit 107 CALCULATION OF FILING FEE TABLE 424(b)(2) (Form Type) CVS Health Corporation (Exact name of Registrant as Specified in its Charter) Table 1: Newly Registered Securities Security Type Security Class Title Calculation Fee or Forward Carry Rule Amount Registered Proposed Maximum Offering Price per Unit Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee Fees to be Paid Debt 5.

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 31, 2023 (May 30, 2023) CVS H

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 31, 2023 (May 30, 2023) CVS HEALTH CORPORATION (Exact name of registrant as specified in its charter) Delaware 001-01011 05-0494040 (State or other jurisdiction of incorporation)

Underwriting Agreement dated May 30, 2023, among CVS Health Corporation and Barclays Capital Inc., BofA Securities, Inc., Goldman Sachs & Co. LLC, J.P. Morgan Securities LLC and Wells Fargo Securities, LLC as representatives of the several Underwriters named in Schedule I thereto.

EX-1.1 Exhibit 1.1 EXECUTION VERSION CVS HEALTH CORPORATION $1,000,000,000 5.000% Senior Notes due 2029 $750,000,000 5.250% Senior Notes due 2031 $1,250,000,000 5.300% Senior Notes due 2033 $1,250,000,000 5.875% Senior Notes due 2053 $750,000,000 6.000% Senior Notes due 2063 Underwriting Agreement May 30, 2023 Barclays Capital Inc. BofA Securities, Inc. Goldman Sachs & Co. LLC J.P. Morgan Securiti

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 31, 2023 CVS HEALTH CORPORATI

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 31, 2023 CVS HEALTH CORPORATION (Exact name of registrant as specified in its charter) Delaware 001-01011 05-0494040 (State or other jurisdiction of incorporation) (Commission Fil

Subject to Completion, dated May 30, 2023

424B3 Table of Contents Filed Pursuant to Rule 424(b)(3) Registration No. 333-272200 This prospectus supplement relates to an effective registration statement under the Securities Act of 1933, but is not complete and may be changed. This prospectus supplement and the accompanying prospectus are not an offer to sell these securities and are not soliciting an offer to buy these securities in any jur

CVS HEALTH CORPORATION Pricing Term Sheet—May 30, 2023 $1,000,000,000 5.000% Senior Notes due 2029 $750,000,000 5.250% Senior Notes due 2031 $1,250,000,000 5.300% Senior Notes due 2033 $1,250,000,000 5.875% Senior Notes due 2053 $750,000,000 6.000% S

FWP Filed pursuant to Rule 433 Free Writing Prospectus dated May 30, 2023 Registration Statement No.

Letter of Ernst & Young LLP re: Unaudited Interim Financial Information

Exhibit 15 May 25, 2023 To the Shareholders and the Board of Directors of CVS Health Corporation We are aware of the incorporation by reference in this Registration Statement (Form S-3) of CVS Health Corporation for the offering of debt securities of our report dated May 3, 2023 relating to the unaudited condensed consolidated interim financial statements of CVS Health Corporation that is included in its Form 10-Q for the quarter ended March 31, 2023.

EXPLANATORY NOTE

Exhibit 99.1 EXPLANATORY NOTE CVS Health Corporation, together with its subsidiaries (collectively, “CVS Health” or the “Company,” “we,” “our,” “us”) is filing this Exhibit 99.1 to revise the following sections: “Item 1. Business,” “Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations,” “Item 7A. Quantitative and Qualitative Disclosures About Market Risk” a

Statement of Eligibility of The Bank of New York Mellon Trust Company, N.A. on Form T-1 for the Subordinated Indenture, dated as of May 25, 2007

EX-25.2 6 ss2096393ex2502.htm STATEMENT OF ELIGIBILITY UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM T-1 STATEMENT OF ELIGIBILITY UNDER THE TRUST INDENTURE ACT OF 1939 OF A CORPORATION DESIGNATED TO ACT AS TRUSTEE CHECK IF AN APPLICATION TO DETERMINE ELIGIBILITY OF A TRUSTEE PURSUANT TO SECTION 305(b)(2) || THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A. (Exact name

Statement of Eligibility of The Bank of New York Mellon Trust Company, N.A. on Form T-1 for the Senior Indenture, dated as of August 15, 2006

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM T-1 STATEMENT OF ELIGIBILITY UNDER THE TRUST INDENTURE ACT OF 1939 OF A CORPORATION DESIGNATED TO ACT AS TRUSTEE CHECK IF AN APPLICATION TO DETERMINE ELIGIBILITY OF A TRUSTEE PURSUANT TO SECTION 305(b)(2) || THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A. (Exact name of trustee as specified in its charter) (Jurisdiction o

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 25, 2023 CVS HEALTH CORPORATI

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 25, 2023 CVS HEALTH CORPORATION (Exact name of registrant as specified in its charter) Delaware 001-01011 05-0494040 (State or other jurisdiction of incorporation) (Commission Fil

Filing Fee Table

Exhibit 107 Calculation of Filing Fee Tables Form S-3 (Form Type) CVS Health Corporation (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered and Carry Forward Securities Security Type Security Class Title Fee Calculation or Carry Forward Rule (1) Amount Registered (2) Proposed Maximum Offering Price Per Unit (2) Maximum Aggregate Offering Price (2) Fee Rate (1) Amount

As filed with the Securities and Exchange Commission on May 25, 2023

Table of Content As filed with the Securities and Exchange Commission on May 25, 2023 Registration No.

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 24, 2023 (May 18, 2023) CVS H

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 24, 2023 (May 18, 2023) CVS HEALTH CORPORATION (Exact name of registrant as specified in its charter) Delaware 001-01011 05-0494040 (State or other jurisdiction of incorporation)

By EDGAR

By EDGAR May 15, 2023 Linda Cvrkel and Suying Li United States Securities and Exchange Commission Division of Corporation Finance Office of Trade and Services 100 F Street, NE Washington, D.

First Amendment to Five Year Credit Agreement dated as of March 23, 2023, to the Five Year Credit Agreement, dated as of May 16, 2022, by and among the Registrant, the lenders party thereto and Bank of America N.A. as Administrative Agent (incorporated by reference to Exhibit 10.7 of Registrant’s Quarterly Report on Form 10-Q for the fiscal quarter ending March 31, 2023).

Exhibit 10.7 Execution Version FIRST AMENDMENT TO FIVE YEAR CREDIT AGREEMENT FIRST AMENDMENT TO FIVE YEAR CREDIT AGREEMENT (this “Amendment”), dated as of March 23, 2023, is entered into among CVS Health Corporation, a Delaware corporation (the “Borrower”), the Lenders party hereto and Bank of America, N.A., as Administrative Agent. Except as otherwise provided herein, capitalized terms used herei

Letter from Ernst & Young LLP acknowledging awareness of the use of a report dated

Exhibit 15.1 Letter re: Unaudited Interim Financial Information May 3, 2023 To the Shareholders and the Board of Directors of CVS Health Corporation We are aware of the incorporation by reference in the Registration Statements (Form S-3ASR No. 333-238506 and Form S-8 Nos. 333-271582, 333-270936, 333-238507, 333-230035, 333-228622, 333-167746, 333-217853, 333-208805, 333-141481, 333-139470, 333-636

CVS HEALTH REPORTS FIRST QUARTER RESULTS, COMPLETES ACQUISITIONS OF SIGNIFY HEALTH AND OAK STREET HEALTH

Exhibit 99.1 CVS HEALTH REPORTS FIRST QUARTER RESULTS, COMPLETES ACQUISITIONS OF SIGNIFY HEALTH AND OAK STREET HEALTH WOONSOCKET, RHODE ISLAND, May 3, 2023 - CVS Health Corporation (NYSE: CVS) today announced operating results for the three months ended March 31, 2023. FIRST QUARTER HIGHLIGHTS KEY FINANCIAL DATA •Total revenues increased to $85.3 billion, up 11.0% compared to prior year •GAAP dilu

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 3, 2023 CVS HEALTH CORPORATIO

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 3, 2023 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

Second Amendment to Five Year Credit Agreement dated as of March 23, 2023, to the Five Year Credit Agreement, dated as of May 11, 2021, as amended by the First Amendment to Five Year Credit Agreement, dated as of May 16, 2022, by and among the Registrant, the lenders party thereto and Bank of America N.A. as Administrative Agent (incorporated by reference to Exhibit 10.6 of Registrant’s Quarterly Report on Form 10-Q for the fiscal quarter ending March 31, 2023).

Exhibit 10.6 Execution Version SECOND AMENDMENT TO FIVE YEAR CREDIT AGREEMENT SECOND AMENDMENT TO FIVE YEAR CREDIT AGREEMENT (this “Amendment”), dated as of March 23, 2023, is entered into among CVS Health Corporation, a Delaware corporation (the “Borrower”), the Lenders party hereto and Bank of America, N.A., as Administrative Agent. Except as otherwise provided herein, capitalized terms used her

Change in Control Agreement effective as of January 27, 2023 between the Registrant and Prem Shah (incorporated by reference to Exhibit 10.4 of Registrant’s Quarterly Report on Form 10-Q for the fiscal quarter ending March 31, 2023).

Exhibit 10.4 CVS HEALTH CORPORATION Change in Control Agreement for Prem Shah CONFIDENTIAL Revised 2020 Page 1. Definitions................................................................................................................................... 1 2. Term of Agreement..................................................................................................................... 4 3.

Restrictive Covenant Agreement dated June 20, 2022 between the Registrant and Tilak Mandadi (incorporated by reference to Exhibit 10.1 of Registrant’s Quarterly Report on Form 10-Q for the fiscal quarter ending March 31, 2023).

Exhibit 10.1 CVS Pharmacy, Inc. Restrictive Covenant Agreement I, Tilak Mandadi , enter into this Restrictive Covenant Agreement (“Agreement”) with CVS Pharmacy, Inc., on its own behalf and on behalf of its subsidiaries and affiliates (“CVS”), which is effective as of the date I sign the Agreement (“Effective Date”). 1.Consideration for Agreement. In connection with my duties and responsibilities

United States Securities and Exchange Commission Washington, D.C. 20549 Notice of Exempt Solicitation Pursuant to Rule 14a-103 Name of the Registrant: CVS Health Corporation Name of persons relying on exemption: Trillium Asset Management, LLC Address

United States Securities and Exchange Commission Washington, D.C. 20549 Notice of Exempt Solicitation Pursuant to Rule 14a-103 Name of the Registrant: CVS Health Corporation Name of persons relying on exemption: Trillium Asset Management, LLC Address of persons relying on exemption: Two Financial Center, 60 South Street, Suite 1100, Boston, MA 02111 The attached written materials are submitted pur

Change in Control Agreement effective as of August 11, 2022 between the Registrant and Tilak Mandadi (incorporated by reference to Exhibit 10.2 of Registrant’s Quarterly Report on Form 10-Q for the fiscal quarter ending March 31, 2023).

Exhibit 10.2 CVS HEALTH CORPORATION Change in Control Agreement for Tilak Mandadi CONFIDENTIAL Revised 2020 Page 1. Definitions................................................................................................................................. 1 2. Term of Agreement..................................................................................................................... 4 3

Restrictive Covenant Agreement dated May 11, 2022 between the Registrant and Prem Shah (incorporated by reference to Exhibit 10.3 of Registrant’s Quarterly Report on Form 10-Q for the fiscal quarter ending March 31, 2023).

Exhibit 10.3 CVS Pharmacy, Inc. Restrictive Covenant Agreement I, PREM SHAH enter into this Restrictive Covenant Agreement ("'Agreement") with CVS Pharmacy, Inc., on its own behalf and on behalf of its subsidiaries and affiliates ("CVS"), which is effective as of the date I sign the Agreement ("Effective Date"). 1.Consideration for Agreement. In connection with my duties and responsibilities at CV

Second Amendment to Five Year Credit Agreement dated as of March 23, 2023, to the Five Year Credit Agreement, dated as of May 16, 2019, as amended by the First Amendment to Five Year Credit Agreement, dated as of May 16, 2022, by and among the Registrant, the lenders party thereto and Bank of America N.A. as Administrative Agent (incorporated by reference to Exhibit 10.5 of Registrant’s Quarterly Report on Form 10-Q for the fiscal quarter ending March 31, 2023).

Exhibit 10.5 Execution Version SECOND AMENDMENT TO FIVE YEAR CREDIT AGREEMENT SECOND AMENDMENT TO FIVE YEAR CREDIT AGREEMENT (this “Amendment”), dated as of March 23, 2023, is entered into among CVS Health Corporation, a Delaware corporation (the “Borrower”), the Lenders party hereto and Bank of America, N.A., as Administrative Agent. Except as otherwise provided herein, capitalized terms used her

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☑ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2023 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-01011 CVS HEALT

Oak Street Health, Inc. Omnibus Incentive Plan.

EXHIBIT 99.1 OAK STREET HEALTH, INC. OMNIBUS INCENTIVE PLAN Article I PURPOSE; EFFECTIVE DATE; TERM 1.1 Purpose. The purpose of this Oak Street Health, Inc. Omnibus Incentive Plan is to enhance the profitability and value of the Company for the benefit of its Stockholders by enabling the Company to offer Eligible Individuals stock- and cash-based incentives in order to attract, retain, and reward

Term Loan Agreement, dated as of May 1, 2023, by and among CVS Health Corporation, the lenders party thereto and Barclays Bank PLC, as administrative agent.

Exhibit 10.1 364-DAY TERM LOAN AGREEMENT dated as of May 1, 2023 by and among CVS HEALTH CORPORATION the Lenders Party Hereto BANK OF AMERICA, N.A., GOLDMAN SACHS BANK USA, JPMORGAN CHASE BANK, N.A. AND WELLS FARGO BANK, NATIONAL ASSOCIATION as Co-Syndication Agents and BARCLAYS BANK PLC, as Administrative Agent BARCLAYS BANK PLC, BOFA SECURITIES, INC., GOLDMAN SACHS BANK USA, JPMORGAN CHASE BANK,

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

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 2, 2023 (May 1, 2023) CVS HEALTH CORPORATION (Exact name of registrant as specified in its charter) Delaware 001-01011 05-0494040 (State or other jurisdiction of incorporation) (C

CVS Health completes acquisition of Oak Street Health

Exhibit 99.1 Press Release CVS Health completes acquisition of Oak Street Health WOONSOCKET, R.I., May 2, 2023 — CVS Health® (NYSE: CVS) today announced it has completed its acquisition of Oak Street Health. The acquisition will broaden CVS Health’s value-based primary care platform and significantly benefit patients’ long-term health by improving outcomes and reducing costs – particularly for tho

As filed with the Securities and Exchange Commission on May 2, 2023

As filed with the Securities and Exchange Commission on May 2, 2023 Registration No.

Filing Fee Table.

Exhibit 107.1 CALCULATION OF FILING FEE TABLE S-8 (Form Type) CVS Health Corporation (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered Securities Security Type Security Class Title Fee Calculation Rule Amount Registered Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee Equity Common Stock, $0.01 par value pe

NOTICE OF EXEMPT SOLICITATION

NOTICE OF EXEMPT SOLICITATION Name of the registrant: CVS Health Corporation Name of person relying on exemption: New York State Comptroller Thomas P.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) ☑ Filed by the Registrant ☐ Filed by a party other than the Registrant CHECK THE APPROPRIATE BOX: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Defin

DEFINITIVE PROXY STATEMENT

2023 Notice of Annual Meeting of Stockholders and Proxy Statement May 18, 2023 Virtual Meeting at 8:00 a.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) ☑ Filed by the Registrant ☐ Filed by a party other than the Registrant CHECK THE APPROPRIATE BOX: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14

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

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): March 30, 2023 CVS HEALTH CORPORATION (Exact name of registrant as specified in its charter) Delaware 001-01011 05-0494040 (State or other jurisdiction of incorporation) (Commission F

As filed with the Securities and Exchange Commission on March 29, 2023

As filed with the Securities and Exchange Commission on March 29, 2023 Registration No.

Filing Fee Table.

Exhibit 107.1 CALCULATION OF FILING FEE TABLE S-8 (Form Type) CVS Health Corp. (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered Securities Security Type Security Class Title Fee Calculation Rule Amount Registered Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee Equity Class A Common Stock, $0.01 par value

Signify Health, Inc. 2021 Long-Term Incentive Plan.

Exhibit 99.1 SIGNIFY HEALTH, INC. 2021 LONG-TERM INCENTIVE PLAN Section 1. Purpose. The purpose of the Signify Health, Inc. 2021 Long-Term Incentive Plan (as amended from time to time, the “Plan”) is to motivate and reward employees and other individuals to perform at the highest level and contribute significantly to the success of Signify Health, Inc. (the “Company”), thereby furthering the best

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ¨ Filed by a Party other than the Registrant x Check the appropriate box: ¨ Preliminary Proxy Statement ¨ Confidential, For Use of the Commission Only (as permitted by Rule 14a-6(e)

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): February 21, 2023 CVS HEALTH CORP

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): February 21, 2023 CVS HEALTH CORPORATION (Exact name of registrant as specified in its charter) Delaware 001-01011 05-0494040 (State or other jurisdiction of incorporation) (Commissio

Form of the Registrant’s 2033 Note (incorporated by reference to Exhibit 4.3 to the Registrant’s Current Report on Form 8-K filed on February 21, 2023).

EX-4.3 Exhibit 4.3 UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY (“DTC”) TO THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO., OR TO SUCH O

Form of the Registrant’s 2030 Note (incorporated by reference to Exhibit 4.2 to the Registrant’s Current Report on Form 8-K filed on February 21, 2023).

EX-4.2 Exhibit 4.2 UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY (“DTC”) TO THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO., OR TO SUCH O

Form of the Registrant’s 2053 Note (incorporated by reference to Exhibit 4.4 to the Registrant’s Current Report on Form 8-K filed on February 21, 2023).

EX-4.4 Exhibit 4.4 UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY (“DTC”) TO THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO., OR TO SUCH O

Form of the Registrant’s 2026 Note (incorporated by reference to Exhibit 4.1 to the Registrant’s Current Report on Form 8-K filed on February 21, 2023).

EX-4.1 Exhibit 4.1 UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY (“DTC”) TO THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO., OR TO SUCH O

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): February 15, 2023 (February 13, 2

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): February 15, 2023 (February 13, 2023) CVS HEALTH CORPORATION (Exact name of registrant as specified in its charter) Delaware 001-01011 05-0494040 (State or other jurisdiction of incor

Underwriting Agreement dated February 13, 2023, among CVS Health Corporation and BofA Securities, Inc., Barclays Capital Inc. and J.P. Morgan Securities LLC, as representatives of the several Underwriters named in Schedule I thereto.

EX-1.1 2 d718135dex11.htm EX-1.1 Exhibit 1.1 EXECUTION VERSION CVS HEALTH CORPORATION $1,500,000,000 5.000% Senior Notes due 2026 $1,500,000,000 5.125% Senior Notes due 2030 $1,750,000,000 5.250% Senior Notes due 2033 $1,250,000,000 5.625% Senior Notes due 2053 Underwriting Agreement February 13, 2023 BofA Securities, Inc. Barclays Capital Inc. J.P. Morgan Securities LLC As Representatives of the

$6,000,000,000 $1,500,000,000 5.000% Senior Notes due 2026 $1,500,000,000 5.125% Senior Notes due 2030 $1,750,000,000 5.250% Senior Notes due 2033 $1,250,000,000 5.625% Senior Notes due 2053

Table of Contents Filed Pursuant to Rule 424(b)(2) Registration No. 333-238506 PROSPECTUS SUPPLEMENT (To Prospectus Dated May 19, 2020) $6,000,000,000 $1,500,000,000 5.000% Senior Notes due 2026 $1,500,000,000 5.125% Senior Notes due 2030 $1,750,000,000 5.250% Senior Notes due 2033 $1,250,000,000 5.625% Senior Notes due 2053 This is an offering by CVS Health Corporation of an aggregate of $1,500,0

CALCULATION OF FILING FEE TABLE (Form Type) CVS Health Corporation (Exact name of Registrant as Specified in its Charter) Table 1: Newly Registered Securities Security Type Security Class Title Calculation Fee or Forward Carry Rule Amount Registered

Exhibit 107 CALCULATION OF FILING FEE TABLE 424(b)(2) (Form Type) CVS Health Corporation (Exact name of Registrant as Specified in its Charter) Table 1: Newly Registered Securities Security Type Security Class Title Calculation Fee or Forward Carry Rule Amount Registered Proposed Maximum Offering Price per Unit Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee Fees to be Paid Debt 5.

Subject to Completion, dated February 13, 2023

Table of Contents Filed Pursuant to Rule 424(b)(3) Registration No. 333-238506 This prospectus supplement relates to an effective registration statement under the Securities Act of 1933, but is not complete and may be changed. This prospectus supplement and the accompanying prospectus are not an offer to sell these securities and are not soliciting an offer to buy these securities in any jurisdict

CVS HEALTH CORPORATION Pricing Term Sheet—February 13, 2023 $1,500,000,000 5.000% Senior Notes due 2026 $1,500,000,000 5.125% Senior Notes due 2030 $1,750,000,000 5.250% Senior Notes due 2033 $1,250,000,000 5.625% Senior Notes due 2053 Issuer: CVS He

Filed pursuant to Rule 433 Free Writing Prospectus dated February 13, 2023 Registration Statement No.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ¨ Filed by a Party other than the Registrant x Check the appropriate box: ¨ Preliminary Proxy Statement ¨ Confidential, For Use of the Commission Only (as permitted by Rule 14a-6(e)

CVS / CVS Health Corp / VANGUARD GROUP INC - SCHEDULE 13G/A Passive Investment

SC 13G/A 1 tv0700-cvshealthcorp.htm SCHEDULE 13G/A SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 (Amendment No.: 8)* Name of issuer: CVS Health Corp. Title of Class of Securities: Common Stock CUSIP Number: 126650100 Date of Event Which Requires Filing of this Statement: December 30, 2022 Check the appropriate box to designate the

CVS HEALTH REPORTS STRONG FOURTH QUARTER AND FULL-YEAR 2022 RESULTS

Exhibit 99.1 CVS HEALTH REPORTS STRONG FOURTH QUARTER AND FULL-YEAR 2022 RESULTS WOONSOCKET, RHODE ISLAND, February 8, 2023 - CVS Health Corporation (NYSE: CVS) today announced operating results for the three months and year ended December 31, 2022. FOURTH QUARTER HIGHLIGHTS KEY FINANCIAL DATA •Total revenues increased to $83.8 billion, up 9.5% compared to prior year •GAAP diluted EPS of $1.75 and

CVS Health and Oak St. Health Creating the Premier Medicare Value-Based Care Platform February 8, 2023

CVS Health and Oak St. Health Creating the Premier Medicare Value-Based Care Platform February 8, 2023 Cautionary statement concerning forward-looking statements This presentation includes forward-looking statements. The Private Securities Litigation Reform Act of 1995 provides a safe harbor for forward-looking statements made by or on behalf of CVS Health Corporation ("CVS Health") or Oak Street

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

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): February 8, 2023 CVS HEALTH CORPORATION (Exact name of Registrant as specified in its charter) Delaware 001-01011 05-0494040 (State or other jurisdiction of incorporation) (Commission

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☑ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2022 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-01011 CVS HEALTH COR

Agreement and Plan of Merger, dated as of February 7, 2023, by and among CVS Pharmacy, Inc., Halo Merger Sub Corp., Oak Street Health, Inc. and, for the limited purposes set forth therein, CVS Health Corporation (incorporated by reference to Exhibit 2.1 to the Registrant’s Current Report on Form 8-K filed February 8, 2023).

Execution Version AGREEMENT AND PLAN OF MERGER by and among CVS PHARMACY, INC., HALO MERGER SUB CORP., OAK STREET HEALTH, INC. and CVS HEALTH CORPORATION, solely for the limited purposes set forth herein Dated as of February 7, 2023 TABLE OF CONTENTS Page Article I DEFINITIONS & INTERPRETATIONS 2 1.1 Certain Definitions 2 1.2 Index of Defined Terms 16 1.3 Certain Interpretations 18 Article II THE

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

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): February 8, 2023 CVS HEALTH CORPORATION (Exact name of Registrant as specified in its charter) Delaware 001-01011 05-0494040 (State or other jurisdiction of incorporation) (Commission

Material terms of outstanding securities that are registered under Section 12 of the 1934 Act as required by Item 202(a)-(d) and (f) of Regulation S-K.

EX-4.21 2 exhibit421-2022.htm EX-4.21 Exhibit 4.21 DESCRIPTION OF COMMON STOCK REGISTERED UNDER SECTION 12 OF THE SECURITIES EXCHANGE ACT OF 1934 The following description (this “Description”) of the terms of the common stock of CVS Health Corporation (“CVS Health”) is a summary only and is qualified by reference to the relevant provisions of Delaware law and the Restated Certificate of Incorporat

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ¨ Filed by a Party other than the Registrant x Check the appropriate box: ¨ Preliminary Proxy Statement ¨ Confidential, For Use of the Commission Only (as permitted by Rule 14a-6(e)

Subsidiaries of CVS Health Corporation.

Exhibit 21.1 Subsidiaries of CVS Health Corporation Listed below are subsidiaries under CVS Health Corporation at December 31, 2022 with their jurisdictions of organization shown in parentheses. Subsidiaries excluded from the list below are not insurance companies and would not, in the aggregate, constitute a “significant subsidiary” of CVS Health Corporation, as that term is defined in Rule 1-02(

CVS Health to Acquire Oak Street Health Acquisition further advances CVS Health’s care delivery strategy for consumers

EX-99.1 2 ss1747225ex9901.htm PRESS RELEASE CVS Health to Acquire Oak Street Health Acquisition further advances CVS Health’s care delivery strategy for consumers WOONSOCKET, R.I., CHICAGO, Feb. 8, 2023 — CVS Health® (NYSE: CVS) and Oak Street Health (NYSE: OSH) have entered into a definitive agreement under which CVS Health will acquire Oak Street Health in an all-cash transaction at $39 per shar

Form of Voting and Support Agreement

Exhibit 99.1 Form of Voting and Support Agreement This VOTING AND SUPPORT AGREEMENT, dated as of February [●], 2023 (this “Agreement”), by and among Oak Street Health, Inc., a Delaware corporation (the “Company”), the stockholders listed on the signature page(s) hereto (together with any subsequent stockholders or transferees who become “Stockholders” pursuant to Section 3, collectively, the “Stoc

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): February 8, 2023 CVS HEALTH CORPO

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): February 8, 2023 CVS HEALTH CORPORATION (Exact name of registrant as specified in its charter) Delaware 001-01011 05-0494040 (State or other jurisdiction of incorporation) (Commission

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

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): January 23, 2023 (January 18, 2023) CVS HEALTH CORPORATION (Exact name of registrant as specified in its charter) Delaware 001-01011 05-0494040 (State or other jurisdiction of incorpo

CVS Health Names David Joyner Head of Pharmacy Services; Amy Bricker Becomes Chief Product Officer - Consumer

Exhibit 99.1 PRESS RELEASE CVS Health Names David Joyner Head of Pharmacy Services; Amy Bricker Becomes Chief Product Officer - Consumer WOONSOCKET, R.I., Jan. 23, 2023 — CVS Health® (NYSE: CVS) today announced two executive appointments. David Joyner will rejoin the company as Executive Vice President and President of Pharmacy Services, while Amy Bricker has been named Executive Vice President an

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): January 9, 2023 CVS HEALTH CORPOR

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): January 9, 2023 CVS HEALTH CORPORATION (Exact name of registrant as specified in its charter) Delaware 001-01011 05-0494040 (State or other jurisdiction of incorporation) (Commission

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Financial Statements and Exhibits, Other Events

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): November 17, 2022 CVS HEALTH CORPORATION (Exact name of registrant as specified in its charter) Delaware 001-01011 05-0494040 (State or other jurisdiction of incorporation) (Commissio

By-Laws of the Company, as amended and restated November 17, 2022 (incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K filed on November 21, 2022).

BY-LAWS OF CVS HEALTH CORPORATION (as amended and restated November 17, 2022) Article 1 STOCKHOLDERS Section 1.

CVS HEALTH REPORTS THIRD QUARTER RESULTS

Exhibit 99.1 CVS HEALTH REPORTS THIRD QUARTER RESULTS WOONSOCKET, RHODE ISLAND, November 2, 2022 - CVS Health Corporation (NYSE: CVS) today announced operating results for the three months ended September 30, 2022. THIRD QUARTER RESULTS KEY FINANCIAL DATA •Total revenues increased to $81.2 billion, up 10.0% compared to prior year •GAAP loss per share of $(2.60), inclusive of $5.2 billion pre-tax o

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): November 2, 2022 CVS HEALTH CORPO

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): November 2, 2022 CVS HEALTH CORPORATION (Exact name of registrant as specified in its charter) Delaware 001-01011 05-0494040 (State or other jurisdiction of incorporation) (Commission

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☑ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2022 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-01011 CVS H

Letter from Ernst & Young LLP acknowledging awareness of the use of a report dated November 2, 2022 related to their reviews of interim financial information.

Exhibit 15.1 Letter re: Unaudited Interim Financial Information November 2, 2022 To the Shareholders and the Board of Directors of CVS Health Corporation We are aware of the incorporation by reference in the Registration Statements (Form S-3ASR No. 333-238506 and Form S-8 Nos. 333-238507, 333-230035, 333-228622, 333-167746, 333-217853, 333-208805, 333-141481, 333-139470, 333-63664, 333-91253, 333-

Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 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): October 19, 2022 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 No.

Other Events

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): October 6, 2022 CVS HEALTH CORPORATION (Exact name of registrant as specified in charter) Delaware 001-01011 05-0494040 (State or other jurisdiction of incorporation) (Commission File

Regulation FD Disclosure

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): September 13, 2022 CVS HEALTH CORPORATION (Exact name of registrant as specified in its charter) Delaware 001-01011 05-0494040 (State or other jurisdiction of incorporation) (Commissi

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

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): September 13, 2022 (September 12, 2022) CVS HEALTH CORPORATION (Exact name of registrant as specified in charter) Delaware 001-01011 05-0494040 (State or other jurisdiction of incorpo

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ? Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ? Definit

Agreement and Plan of Merger, dated as of September 2, 2022, by and among CVS Pharmacy, Inc., Noah Merger Sub, Inc. and Signify Health, Inc.

Exhibit 2.1 Execution Version AGREEMENT AND PLAN OF MERGER dated as of September 2, 2022 by and among CVS PHARMACY, INC., NOAH MERGER SUB, INC. and SIGNIFY HEALTH, INC. TABLE OF CONTENTS PAGE ARTICLE 1 Definitions 2 Section 1.01. Definitions 2 Section 1.02. Other Definitional and Interpretative Provisions 19 ARTICLE 2 The Merger 20 Section 2.01. The Merger 20 Section 2.02. Conversion of Shares; Re

VOTING AGREEMENT

Exhibit 99.1 VOTING AGREEMENT VOTING AGREEMENT, dated as of September 2, 2022 (this ?Voting Agreement?), among CVS Pharmacy, Inc., a Rhode Island corporation (?Parent?), and the stockholders of Signify Health, Inc., a Delaware corporation (the ?Company?), listed on the signature pages hereto (each, a ?Stockholder? and, collectively, the ?Stockholders?). W I T N E S S E T H: WHEREAS, concurrently w

Cautionary statement concerning forward-looking statements This presentation includes forward-looking statements. The Private Securities Litigation Reform Act of 1995 provides a safe harbor for forward-looking statements made by or on behalf of CVS H

Exhibit 99.2 & Advancing Home-Centric, Value-Based Care September 6, 2022 Cautionary statement concerning forward-looking statements This presentation includes forward-looking statements. The Private Securities Litigation Reform Act of 1995 provides a safe harbor for forward-looking statements made by or on behalf of CVS Health Corporation (?CVS Health?) or Signify Health, Inc. (?Signify Health?).

CVS Health to Acquire Signify Health Advances long-term strategy by providing platform for growth in value-based care

Exhibit 99.1 CVS Health to Acquire Signify Health Advances long-term strategy by providing platform for growth in value-based care WOONSOCKET, R.I., DALLAS and NEW YORK, Sept. 5, 2022 ? CVS Health? (NYSE: CVS) and Signify Health (NYSE: SGFY) (?Signify?) have entered into a definitive agreement under which CVS Health will acquire Signify Health for $30.50 per share in cash, representing a total tra

Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 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): September 2, 2022 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 No.

Entry into a Material Definitive Agreement, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 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): September 2, 2022 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 No.