A Dark Vector Cognition product

Item 16. FORM 10-K SUMMARY

27K characters. Original on sec.gov · Markdown

Item 16. FORM 10-K SUMMARY

None.

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

Date: February 26, 2026

THE CIGNA GROUP
By:/s/ Ann M. Dennison
Ann M. Dennison
Executive Vice President and Chief Financial Officer
(Principal Financial Officer)

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities indicated as of February 26, 2026.

SignatureTitle
/s/ David M. Cordani
David M. CordaniChairman and Chief Executive Officer of The Cigna Group
(Principal Executive Officer)
/s/ Ann M. Dennison
Ann M. DennisonExecutive Vice President and Chief Financial Officer
(Principal Financial Officer)
/s/ Jamie Kates
Jamie KatesSenior Vice President and Tax and Global Chief Accounting Officer
(Principal Accounting Officer)
/s/ Eric J. Foss
Eric J. FossDirector
/s/ Neesha Hathi
Neesha HathiDirector
/s/ Michael J. Hennigan
Michael J. HenniganDirector
/s/ George Kurian
George KurianDirector
/s/ Kathleen M. Mazzarella
Kathleen M. MazzarellaDirector
/s/ Mark B. McClellan, M.D., Ph.D.
Mark B. McClellan, M.D., Ph.D.Director
/s/ Philip O. Ozuah, M.D., Ph.D.
Philip O. Ozuah, M.D., Ph.D.Director
/s/ Kimberly A. Ross
Kimberly A. RossDirector
/s/ Eric C. Wiseman
Eric C. WisemanLead Independent Director
/s/ Donna F. Zarcone
Donna F. ZarconeDirector

THE CIGNA GROUP AND SUBSIDIARIES

INDEX TO FINANCIAL STATEMENT SCHEDULES

PAGE
Schedules
ICondensed Financial Information of The Cigna Group (Registrant)FS-2
Statements of Income for the Years Ended December 31, 2025, 2024 and 2023FS-2
Balance Sheets as of December 31, 2025 and 2024FS-3
Statements of Cash Flows for the Years Ended December 31, 2025, 2024 and 2023FS-4
Notes to Condensed Financial StatementsFS-5
IIValuation and Qualifying Accounts and Reserves for the Years Ended December 31, 2025, 2024 and 2023FS-7

Schedules other than those listed above are omitted because they are not required or are not applicable, or the required information is shown in the financial statements or notes thereto.

FS-1

THE CIGNA GROUP AND SUBSIDIARIES

SCHEDULE I

CONDENSED FINANCIAL INFORMATION OF THE CIGNA GROUP

(REGISTRANT)

STATEMENTS OF INCOME

For the Years Ended December 31,
(In millions)202520242023
Revenues
Net investment income and other revenue$21$26$22
Intercompany interest income469469516
Total revenues490495538
Operating expenses
Selling, general and administrative expenses5142
Total operating expenses5142
lncome from operations485481536
Interest expense and other(1,365)(1,388)(1,332)
Gain on sale of businesses4,890——
Intercompany interest expense—(2)(118)
lncome (loss) before income taxes4,010(909)(914)
Income tax benefits(201)(189)(192)
lncome (loss) of parent company4,211(720)(722)
Equity in income of subsidiaries1,7464,1545,886
Shareholders' net income5,9573,4345,164
Shareholders' other comprehensive (loss) income, net of tax
Net unrealized (depreciation) appreciation on securities and derivatives(238)661503
Net long-duration insurance and contractholder liabilities measurement adjustments(291)(1,067)(715)
Net translation gains (losses) of foreign currencies71(49)5
Postretirement benefits liability adjustment(7)(22)1
Shareholders' other comprehensive loss, net of tax(465)(477)(206)
Shareholders' comprehensive income$5,492$2,957$4,958

See Notes to Financial Statements on the following pages.

FS-2

THE CIGNA GROUP AND SUBSIDIARIES

SCHEDULE I

CONDENSED FINANCIAL INFORMATION OF THE CIGNA GROUP

(REGISTRANT)

BALANCE SHEETS

As of December 31,
(In millions)20252024
Assets
Cash and cash equivalents$118$164
Other current assets29103
Total current assets147267
Investments in subsidiaries61,38262,887
Intercompany receivable14,14610,546
Other non-current assets4871
TOTAL ASSETS$75,723$73,771
Liabilities
Short-term debt$550$2,848
Other current liabilities1,9831,528
Total current liabilities2,5334,376
Long-term debt30,26828,134
Intercompany payable1,134195
Other non-current liabilities7533
TOTAL LIABILITIES34,01032,738
Shareholders' equity
Common stock (shares issued, 405 and 403; authorized, 600)44
Additional paid-in capital31,79031,288
Accumulated other comprehensive loss(2,806)(2,341)
Retained earnings47,86543,519
Less treasury stock, at cost(35,140)(31,437)
TOTAL SHAREHOLDERS' EQUITY41,71341,033
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY$75,723$73,771

See Notes to Financial Statements on the following pages.

FS-3

THE CIGNA GROUP AND SUBSIDIARIES

SCHEDULE I

CONDENSED FINANCIAL INFORMATION OF THE CIGNA GROUP

(REGISTRANT)

STATEMENTS OF CASH FLOWS

For the Years Ended December 31,
(In millions)202520242023
Cash Flows from Operating Activities
Shareholders' net income$5,957$3,434$5,164
Adjustments to reconcile Shareholders' net income to net cash provided by operating activities
Equity in income from subsidiaries(1,746)(4,154)(5,886)
Dividends received from subsidiaries1,1712,9161,381
Gain on sale of businesses(4,890)——
Other liabilities496(306)540
Other, net592243640
NET CASH PROVIDED BY OPERATING ACTIVITIES1,5802,1331,839
Cash Flows from Investing Activities
Net change in amounts due from affiliates——622
Proceeds from divestiture of businesses4,891——
NET CASH PROVIDED BY INVESTING ACTIVITIES4,891—622
Cash Flows from Financing Activities
Net change in amounts due to/from affiliates(1,101)4,7611,473
Net change in commercial paper(880)(357)1,237
Repayment of term loan(2,000)——
Net proceeds on issuance of term loan1,999——
Repayment of long-term debt(3,861)(2,731)(2,822)
Net proceeds on issuance of long-term debt4,4584,4621,491
Issuance of common stock203305187
Common stock dividend paid(1,611)(1,567)(1,450)
Repurchase of common stock(3,621)(7,034)(2,284)
Other, net(108)(117)(110)
NET CASH USED IN FINANCING ACTIVITIES(6,522)(2,278)(2,278)
Net (decrease) increase in cash, cash equivalents and restricted cash(51)(145)183
Cash, cash equivalents and restricted cash, beginning of year190335152
Cash, cash equivalents and restricted cash, end of year (1)$139$190$335
Noncash Investing and Financing Activities:
Net amounts due from affiliates settled through capital transactions$(1,617)$(7,565)$(5,221)

(1) Includes restricted cash reported in Other non-current assets.

See Notes to Financial Statements on the following pages.

FS-4

THE CIGNA GROUP AND SUBSIDIARIES

SCHEDULE I

CONDENSED FINANCIAL INFORMATION OF THE CIGNA GROUP

(REGISTRANT)

NOTES TO CONDENSED FINANCIAL STATEMENTS

The accompanying condensed financial statements should be read in conjunction with the Consolidated Financial Statements and the accompanying notes thereto contained in this Annual Report on Form 10-K ("Form 10-K").

Note 1 - For purposes of these condensed financial statements, The Cigna Group (the "Company") accounts for investments in wholly owned and majority-owned subsidiaries using the equity method of accounting. The Cigna Group, through its predecessor companies, was incorporated in Delaware in 1981. Cigna Corporation was renamed The Cigna Group in February 2023.

Note 2 - See Note 7 – Debt included in Part II, Item 8 of this Form 10-K for a description of the short-term and long-term debt obligations of The Cigna Group and its subsidiaries.

Short-term and Credit Facilities Debt

Term Loan. In August 2025, the Company entered into a new 364-day term loan facility (the "Term Loan Facility") and borrowed $2.0 billion to partially fund an investment in Shields Health Solutions ("Shields"), a leading specialty pharmacy management company. The full outstanding balance was repaid and the Term Loan Facility was terminated in September 2025, using proceeds from the debt issuance described below.

Revolving Credit Agreement. Our Credit Agreement (defined below) provides us with the ability to borrow amounts for general corporate purposes, including providing liquidity support if necessary under our commercial paper program discussed below. As of December 31, 2025, there were no outstanding balances under the Credit Agreement.

In April 2025, The Cigna Group replaced its previous revolving credit agreements and entered into a $6.5 billion, five-year revolving credit and letter of credit agreement that will mature in April 2030, with an option to extend the maturity date for an additional one-year period, subject to consent of the banks (the "Credit Agreement"). The Company can borrow up to $6.5 billion under the Credit Agreement for general corporate purposes, with up to $500 million available for issuance of letters of credit.

The Credit Agreement includes an option to increase commitments up to $1.5 billion for a maximum total commitment of $8.0 billion. The Credit Agreement allows for borrowings at either a base rate, term Secured Overnight Financing Rate ("SOFR") or daily simple SOFR, plus, in each case, an applicable margin based on the Company's senior unsecured credit ratings.

The Credit Agreement also contains customary covenants and restrictions, including a financial covenant that the Company's leverage ratio, as defined in the Credit Agreement, may not exceed 60%, subject to certain exceptions upon the consummation of an acquisition.

Commercial Paper. Under our commercial paper program, we may issue short-term, unsecured commercial paper notes privately placed on a discounted basis through certain broker-dealers at any time not to exceed an aggregate amount of $6.5 billion. Amounts available under the program may be borrowed, repaid and re-borrowed from time to time. The net proceeds of issuances have been and are expected to be used for general corporate purposes. There was no commercial paper balance as of December 31, 2025.

FS-5

Long-Term Debt

Debt Issuance. In September 2025, we issued $4.5 billion of new senior notes, as detailed in the table below. The proceeds from this debt issuance were used to repay the $2.0 billion of loans outstanding under the Term Loan Facility as described above. We used the remaining net proceeds for general corporate purposes, including investments and repayment of indebtedness. Interest on this debt is paid semiannually.

PrincipalMaturity DateInterest RateNet ProceedsRedeemable Date**(1)**"Make Whole" Premium (2)
$1,000 millionSeptember 15, 20304.500%$994 millionAugust 15, 203015
$1,250 millionSeptember 15, 20324.875%$1,245 millionJuly 15, 203215
$1,500 millionJanuary 15, 20365.250%$1,490 millionOctober 15, 203515
$750 millionJanuary 15, 20566.000%$736 millionJuly 15, 205520

(1) Redeemable at any time prior to this date at a "make whole" premium, defined below. Redeemable at par on or after this date.

(2) "Make whole" premium calculated using the most directly comparable U.S. Treasury rate plus the amount of basis points set forth in this column.

Debt Maturities. Maturities of the Company's long-term debt as of December 31, 2025 are as follows:

(In millions)
2026$550
2027$2,055
2028$3,800
2029$1,000
2030$2,400
Maturities after 2030$21,255

Debt Covenants. The Company was in compliance with its debt covenants as of December 31, 2025.

Note 3 - The Company's intercompany receivables consist primarily of net intercompany loan amounts due from Evernorth Health, Inc. of $8.5 billion as of both December 31, 2025 and December 31, 2024. Interest income on the loan receivable was accrued at an average rate of 5.50% in 2025.

The Company's intercompany payables primarily reflect intercompany balances due to affiliates as of December 31, 2025. During the year ended December 31, 2025, the Company settled a portion of the outstanding intercompany payables via non-cash capital transactions.

Note 4 - The Company guaranteed approximately $8.5 billion primarily related to intercompany indebtedness and financial obligations of certain direct and indirect wholly-owned subsidiaries. There were immaterial liabilities required for these guarantees as of December 31, 2025.

Note 5 - The Company completed the sale of our Medicare Advantage, Medicare Individual Stand-Alone Prescription Drug Plans, Medicare and Other Supplemental Benefits, and CareAllies® businesses on March 19, 2025. The Company received cash proceeds of $4.9 billion and recorded the related gain on sale of businesses.

FS-6

THE CIGNA GROUP AND SUBSIDIARIES

SCHEDULE II

VALUATION AND QUALIFYING ACCOUNTS AND RESERVES

(In millions)Balance at Beginning of YearCharged (Credited) to Costs and ExpensesCharged (Credited) to Other AccountsOther DeductionsBalance at End of Year
Description
2025
Investment asset valuation reserves
Available-for-sale debt securities$111$58$—$(32)$137
Commercial mortgage loans$30$6$—$—$36
Accounts receivable, net$186$245$2$(175)$258
Deferred tax asset valuation allowance$2,332$317$(275)$—$2,374
Reinsurance recoverables$30$(7)$—$—$23
2024
Investment asset valuation reserves
Available-for-sale debt securities$33$87$—$(9)$111
Commercial mortgage loans$31$(1)$—$—$30
Accounts receivable, net$163$176$(1)$(152)$186
Deferred tax asset valuation allowance$1,498$866$(32)$—$2,332
Reinsurance recoverables$35$(5)$—$—$30
2023
Investment asset valuation reserves
Available-for-sale debt securities$44$11$—$(22)$33
Commercial mortgage loans$21$10$—$—$31
Accounts receivable, net$160$90$1$(88)$163
Deferred tax asset valuation allowance$208$1,286$4$—$1,498
Reinsurance recoverables$35$—$—$—$35

FS-7

Previous: Item 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES