Item 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS
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Item 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS
The following table presents information regarding The Cigna Group equity compensation plans as of December 31, 2025:
| (a) (1) | (b) (2) | (c) (3) | ||||||||||||||||||
| Plan Category | Number of securities to be issued upon exercise of outstanding options, warrants and rights | Weighted-average exercise price of outstanding options, warrants and rights | Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a)) | |||||||||||||||||
| Equity compensation plans approved by security holders | 6,301,429 | $ | 242.81 | 10,418,601 | ||||||||||||||||
| Equity compensation plans not approved by security holders | — | — | — | |||||||||||||||||
| Total | 6,301,429 | $ | 242.81 | 10,418,601 |
*(1)*Includes, in addition to outstanding stock options:
(i) 55,653 restricted stock units, 35,920 deferred shares and 1,007,528 strategic performance shares that are reported at the maximum 200% payout rate granted under the Cigna Long-Term Incentive Plan and the Cigna Corporation Director Equity Plan; and
(ii) 144,269 shares of common stock underlying stock option awards granted under the Express Scripts Holding Company 2016 Long-Term Incentive Plan, 85,180 shares of common stock underlying stock option awards granted under the Express Scripts, Inc. 2011 Long-Term Incentive Plan and 46,534 shares of common stock underlying stock option awards granted under the Medco Health Solutions, Inc. 2002 Stock Incentive Plan that were all approved by the applicable company's shareholders before acquisition of Express Scripts by The Cigna Group in December 2018.
*(2)*The weighted-average exercise price is based only on outstanding stock options. The outstanding stock options assumed due to the acquisition of Express Scripts by The Cigna Group, in aggregate, have a weighted-average exercise price of $146.39. Excluding the assumed options from this acquisition results in a weighted-average exercise price of $248.21.
*(3)*Represents 10,418,601 shares of common stock available as of the close of business December 31, 2025 for future issuance under the Cigna Long-Term Incentive Plan. No further grants may be made and no shares remain available for future issuance under any plan other than the Cigna Long-Term Incentive Plan.
The information under the captions "Ownership of The Cigna Group Common Stock – Stock Held by Directors, Nominees, and Executive Officers" and "Ownership of The Cigna Group Common Stock – Stock Held by Certain Beneficial Owners" in the 2026 Proxy Statement is incorporated herein by reference.
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