CVS Health (CVS) 10-K risk factor changes: FY2025 vs FY2024

If any of the following risks or uncertainties develops into actual events or if the circumstances described in the risks or uncertainties occur or continue to occur, those events or circumstances could have a material adverse effect on our businesses, [added: operating results, cash flows, financial condition and/or stock price, among other effects on us.]

- Our health care delivery businesses face unique [removed: risks][added: risks.]

[removed: - Our risk profile is changing as we offer new products and services and expand in business areas beyond our historical businesses, and we] [added: We] may face increased regulatory risks related to our vertical integration [removed: strategy.][added: strategy.]

- We face unique regulatory and other challenges in our PBM, [removed: Public Exchange,] Medicare and Medicaid businesses.

- Programs funded in whole or in part by the U.S. federal government account for a significant portion of our [removed: revenues.][added: revenues, and any disruption to funding from the U.S. federal government could adversely impact our revenues and operating results.]

- We may not be able to obtain adequate premium rate increases in our Insured Health Care Benefits products, [added: which would have an adverse effect on our revenues,] MBRs and operating results, [removed: which] [added: and] could magnify the adverse impact of increases in health care and other benefit costs and of ACA assessments, fees and taxes.

- Data governance [removed: failures or] [added: failures,] the failure or disruption of our information technology or [removed: infrastructure] [added: infrastructure, a cyberattack or other information security incident] can adversely affect our reputation, businesses and prospects.

There can be no assurance that future health care and other [removed: benefits] [added: benefit] costs will not exceed our projections.

Premiums for our Insured Health Care Benefits [removed: products, which comprised 94% of our Health Care Benefits segment revenues for 2024,] [added: products] are priced in advance based on our forecasts of health care and other benefit costs during a fixed premium period, which is generally twelve months.

During periods when health care and other benefit costs, utilization and/or medical costs trends experience significant volatility and medical claim submission patterns are changing rapidly, [removed: as they did during the COVID-19 pandemic,] accurately detecting, forecasting, managing, reserving and pricing for our (and our self-insured customers’) medical cost trends and incurred and future health care and other [removed: benefits] [added: benefit] costs is more challenging.

In addition, government-imposed limitations on Medicare and Medicaid reimbursements to health plans and providers have caused the private sector to bear a greater share of increasing health care and other [removed: benefits] [added: benefit] costs over time, and future amendments to the ACA that increase the uninsured population may amplify this issue.

[removed: These risks are particularly acute during] periods when health care and other benefit costs, utilization and/or medical cost trends experience significant volatility and medical claim submission patterns are changing [removed: rapidly, as they did during the COVID-19 pandemic.][added: rapidly.]

- In our Health Care Benefits segment, by causing unanticipated increases and volatility in utilization of covered services, increases in fraudulent claims and disputes, changes in medical claim submission patterns and/or increases in medical unit costs and/or provider behavior as hospitals and other providers attempt to maintain revenue levels in response to economic conditions, each of which would increase our costs and limit our ability to accurately detect, forecast, manage, reserve and price for our (and our self-insured customers’) medical cost trends and incurred and future health care and other [removed: benefits] [added: benefit] costs; causing customers and potential customers of our Health Care Benefits segment, particularly smaller employers and individuals, to [removed: forego] [added: forgo] obtaining or renewing their health and other coverage with us; and also affect our ability to profitably grow and diversify our Health Care Benefits membership.

- In our Pharmacy & Consumer Wellness segment, by causing drug utilization to decline, changing consumer purchasing power, preferences and/or spending patterns leading to reduced consumer demand for products sold in our stores, potentially increasing levels of theft at our retail [removed: locations and adversely affecting the financial health of our LTC pharmacy customers.][added: locations.]

Reductions in workforce by our customers can also cause unanticipated increases in the health care and other [removed: benefits] [added: benefit] costs of our Health Care Benefits segment.

- By causing an [removed: increasing] [added: increase] in the prevalence of [removed: high deductible] [added: high-deductible] health plans and health plan designs favoring co-insurance over co-payments.

- By affecting our ability to obtain necessary financing on acceptable terms, our ability to secure suitable store locations under acceptable [removed: terms and our ability to execute sale-leaseback transactions under acceptable] terms.

Winning bids for Medicaid and dual eligible programs often are challenged successfully by unsuccessful bidders, and may also be withdrawn or [removed: cancelled] [added: canceled] by the issuing agency.

- [removed: We requested] [added: From time to time we request] increases in our premium rates in our Commercial Health Care Benefits business [removed: for 2025 and expect to request future increases] in [removed: those rates in] order to adequately price for projected medical cost trends, required expansions of coverage and rating limits, and significant assessments, fees and taxes imposed by federal and state governments, including as a result of the ACA.

- The PBM industry has been experiencing price compression as a result of competitive pressures and increased client demands for lower prices; [added: pricing guarantees;] increased revenue sharing, including sharing in a larger portion of payments, including rebates and fees, to PBMs and group purchasing organizations received from drug manufacturers; enhanced [removed: service offerings and/or higher service levels.]

- Our retail [removed: pharmacy, specialty] pharmacy and [removed: LTC] [added: specialty] pharmacy operations have been affected by reimbursement pressure caused by competition, including client demands for lower prices, generic drug pricing, earlier than expected generic drug introductions and network reimbursement pressure.

Our health care delivery businesses, which [removed: we expanded with acquisitions to] include health risk [removed: assessments, value-based care and provider enablement services through our Signify Health business,] [added: assessments] and [removed: additional] [added: primary care services, including] senior-focused value-based primary care services for Medicare eligible [removed: patients through our Oak Street Health business,] [added: patients,] face unique [removed: risks.][added: risks which include, but are not limited to, the following:]

- ability to recruit, retain and grow [removed: its] [added: a] network of credentialed, high-quality physicians, physician assistants and nurse practitioners to provide clinical services in highly competitive markets for [removed: talent;][added: talent, especially in light of possible changes to the U.S. immigration policies, rules, laws or orders;]

- successful challenges to [removed: Signify Health’s] [added: the] treatment of [added: certain] health care providers as independent [removed: contractors,] [added: contractors in many states,] which could result in increased costs and subject the business to regulatory sanction;

- the regulatory and business risks associated with participation in certain government health care [removed: programs, including, among others, the MSSP and ACO REACH models,] [added: programs] and identification of diagnosis codes related to risk adjustment payments under Part C of the Medicare program;

- health reform initiatives and changes in the rules governing government health care programs, including rules related to the use of in-home health risk assessments for the purpose of capturing individual risk [removed: use] [added: used] to calculate an individual’s risk adjustment factor or a change to how patient-level risk is determined for CMS programs;

- dependence on reimbursements from third-party payors, which can result in substantial delay, and on patients, through copayments and deductibles, which subjects [removed: Oak Street Health] [added: the Company] to additional reimbursement risk;

- reductions in the quality ratings of Medicare health plans [removed: Oak Street Health] [added: the Company] serves could result in a shift of patients from, or the termination of, a health plan [removed: Oak Street Health] [added: the Company] serves;

- submission of inaccurate, incomplete or erroneous data, including risk adjustment data, to health plans and government payors could result in inaccuracies in the revenue [removed: Oak Street Health records] [added: recorded] or receipt of overpayments, which may subject [removed: it] [added: the Company] to repayment obligations and penalties;

- geographic concentration of [removed: its] primary care centers;

- laws regulating the corporate practice of medicine and the associated agreements entered into with physician practice groups restrict the manner in which the Oak Street Health business is able to direct the operations and otherwise exercise control of its physician practice [removed: groups][added: groups;]

- changes in the legal treatment of [removed: its] contractual arrangements with [removed: its] physician practice groups could impact the ability to consolidate the revenue of these groups; and

- ability to maintain and enhance [removed: its] reputation and brand recognition.

The additional risks faced by our health care delivery businesses may also compound, or be heightened by, many of our other risks, including the risks related to adverse economic conditions in the U.S. and abroad, [removed: cybersecurity,] [added: cybersecurity] and compliance with applicable laws and regulations, among others.

We also serve, and expect to grow our business with, government-sponsored programs, including Medicare and Medicaid, that are subject to competitive [removed: bids and] [added: bids,] have lower profit margins than our Commercial Insured Health Care Benefits [removed: products.][added: products and may introduce volatility in our cash flows from time to time.]

[removed: Negative publicity may come as a result of adverse media coverage, litigation against us and other industry participants, the ongoing public debates over drug pricing, PBMs, government] involvement in drug pricing and purchasing, changes to the ACA, governmental hearings and/or investigations, actual or perceived shortfalls regarding our industries’ or our own products, including Medicare Advantage plans in general, and/or business practices (including PBM operations, drug pricing and insurance coverage determinations) and social media and other media relations activities.

Failure to timely identify or effectively respond to changing consumer preferences, spending patterns and evolving demographic mixes in the communities we serve, including shifts toward online shopping, or failure to maintain desirable selections of merchandise, store environments or [removed: guests] [added: guest] experiences could adversely affect our relationship with our customers and clients and the demand for our products and services and could result in excess inventories of products.

We dispense significant volumes of brand name and generic drugs from our retail, [removed: LTC,] specialty and mail order pharmacies, and the retail pharmacies in our PBM’s network also dispense significant volumes of brand name and generic drugs.

In addition, increased utilization of generic drugs (which normally yield a higher gross profit rate than equivalent brand name drugs) has resulted in pressure to decrease reimbursement payments to retail, mail [removed: order, specialty] [added: order] and [removed: LTC] [added: specialty] pharmacies for generic drugs, causing a reduction in our margins on sales of generic drugs.

For example, during the [removed: third] [added: first] quarter of [removed: 2024,] [added: 2025,] we recorded [added: a] premium deficiency [removed: reserves] [added: reserve] of [removed: approximately $1.1 billion] [added: $448 million] related to our [removed: Medicare,] individual exchange [added: product line] and [removed: Medicaid] [added: during the second quarter of 2025, we recorded a premium deficiency reserve of $471 million related to our Group Medicare Advantage] product [removed: lines] [added: line] within the Health Care Benefits segment, primarily related to anticipated losses for the [removed: 2024] [added: remainder of the 2025] coverage year.

- We may face increased regulatory risks related to our vertical integration strategy, such as legislation prohibiting state licensure of pharmacies affiliated with a PBM.

The use of AI and related technology may also increase exposure to reputational, cybersecurity, data privacy, legal, regulatory and operational risks.

These risks are particularly acute during

- Our Health Care Benefits segment’s operating results and competitiveness is heavily impacted, in the case of Medicaid programs, by the sufficiency of the rates the states determine are actuarially sound based on experience from previous years.

Such rate levels may not be representative of actual experience, and insufficient rates will negatively impact our revenues and operating results.

service offerings and/or higher service levels.

- Direct-to-consumer (“DTC”) sales of prescription drugs by pharmaceutical companies is a growing trend in the United States.

By implementing DTC sales platforms, pharmaceutical companies can advertise, or sell, their own branded drugs directly to patients, bypassing traditional distribution channels and intermediaries, including pharmacies and PBMs.

DTC platforms may also increase demand for expensive, brand-name drugs that may not provide significant clinical benefit over more cost-effective alternatives.

As a result, the DTC trend may increase overall health care costs for consumers and adversely impact the performance of the Company’s Pharmacy & Consumer Wellness and Health Services segments.

- ability to attract new patients, including Medicare-eligible patients, in a highly competitive market;

Negative publicity may come as a result of adverse media coverage, litigation against us and other industry participants, the ongoing public debates over drug pricing, PBMs, government

resources, result in tax costs or inefficiencies and make it difficult to maintain our current business standards, controls, information technology systems, policies, procedures and performance;

liability, increase our responsibilities under ERISA or the remedies available under ERISA, or reduce the scope of ERISA and Medicare Part D preemption of state law claims or (ii) other legislation and regulations.

The laws and regulations governing participation

In

In addition, there has been some new state legislative activity around prohibiting ownership or licensure of a pharmacy if it is affiliated with a PBM.

Risk scores vary among Medicare Advantage plans depending

In addition, insufficient CMS Medicare rate increases relative to underlying medical cost trends may materially impact the results of our Oak Street Health business.

Based on the Company’s membership as of December 2025, more than 81% of the Company’s Medicare Advantage members were in 2026 Medicare Advantage plans that are rated 4 stars or higher and more than 63% of the Company’s Medicare Advantage members were in a 4.5-star plan for 2026.

- In May 2025, CMS announced it would audit every Medicare Advantage contract each payment year, with an expedited plan to complete audits for payment years 2018 through 2024 by early 2026.

- Our Medicare Part D operating results and our ability to expand our Medicare Part D business could be adversely affected if: the cost and complexity of Medicare Part D exceed management’s expectations or prevent effective program

- State Medicaid agencies regularly audit, and state officials regularly investigate, the Company’s performance across all areas of its contractual obligations to the state to determine compliance and quality of services.

The Company may be subject to, among other penalties, significant fines, sanctions, corrective actions, and enrollment freezes depending on the findings of these audits and reviews.

The Company’s ongoing performance and compliance with program requirements can impact our ability to expand and retain Medicaid business.

State Medicaid agencies are also increasingly using the audit process to challenge the legality of PBM practices, such as guaranteed effective rate reconciliations with retail pharmacies and transmission fees.

- The “Working Families Tax Cut Act,” formerly the “One Big Beautiful Bill Act,” of 2025 makes changes to Medicaid eligibility rules and financing which will lead to reduced eligibility for Medicaid beneficiaries, particularly expansion populations, and reduced state funding, which will impact Medicaid benefits and payment rates.

Given these changes, states that have not already done so are unlikely to consider Medicaid expansion.

Programs funded in whole or in part by the U.S. federal government are particularly sensitive to reduced government funding and regulatory changes.

Funding for these programs is dependent on many factors outside

profitable in one or more product lines or geographies.

In addition, our employee-related operating costs may be increased by the proposed changes to the H-1B and other visa programs, which could limit our and others’ ability to hire skilled individuals.

In addition, breaches of our and/or our vendors’ security measures and the unauthorized access to or dissemination of personal information, proprietary information or confidential information about us, our customers, our

applications for mobile devices.

The use of AI and related technology may also increase exposure to reputational, cybersecurity, data privacy, legal, regulatory and operational risks as AI technology rapidly evolves along with public opinion concerning the use of AI and the associated legal and regulatory framework.

These risks include, but are not limited to, heightened exposure to cybersecurity incidents or the misuse of data during the integration of AI models and large data sets; increased potential liability and costs associated with complying with rapidly emerging regulatory frameworks; costs and competitive disadvantages associated with the failure to properly integrate AI into existing operations; and reputational harm caused by actual or perceived failures in the performance of AI or AI-related technology.

results and/or future performance.

operating results, cash flows, financial condition and/or stock price, among other effects on us.

- We can provide no assurance that we will be able to compete successfully and profitably on Public Exchanges.

- We are exposed to risks relating to the solvency of other insurers.

Risks Associated with Mergers, Acquisitions, and Divestitures

- We may be unable to successfully integrate companies we acquire.

- Failure to meet customer and investor expectations, including with respect to corporate responsibility and sustainability goals, may harm our brand and reputation, our ability to retain and grow our customer base and membership.

- A cyberattack or other information security incident could significantly disrupt our operations.

- Pursuing multiple information technology improvement initiatives simultaneously could make continued development and implementation significantly more challenging.

- We need to be able to maintain our ability to contract with providers on competitive terms and develop and maintain attractive networks with high quality providers.

- If our suppliers or service providers fail to meet their contractual obligations to us or to comply with applicable laws or regulations, we may be exposed to brand and reputational harm, litigation and/or regulatory action.

- We may experience increased medical and other benefit costs, litigation risk and customer and member dissatisfaction when providers that do not have contracts with us render services to our Health Care Benefits members.

While the public health emergency related to COVID-19 expired in May 2023, COVID-19 still exists and it may, like many other respiratory viruses, wax and wane depending on geography and seasonality.

The future impact COVID-19 will have on the Company and its ability to accurately forecast health care and other benefit costs is uncertain, and will depend on geographies impacted, whether new variants emerge and their severity, the availability and costs of testing, vaccination and treatment, and legal and regulatory actions.

COVID-19 may also impact provider behavior, utilization trends, membership, and overall economic conditions.

These impacts could be adverse and material.

In 2022-2023 influenza season had an earlier than average start, including as compared to the 2023-2024 influenza season; the 2020-2021 influenza season was impacted by efforts taken to reduce the spread of COVID-19; and the 2019-2020 influenza season maintained a high level of severity for a longer period of time than average.

- The operating results and margins of our LTC business are further affected by the increased efforts of health care payors to negotiate reduced or capitated pricing arrangements and by the financial health of, and purchases and sales of, our LTC customers.

Consumers also are increasingly seeking to access consumer goods and health care products and services locally and through other direct channels such as mobile devices and websites.

Our Signify Health business faces risks which include, but are not limited to, the following:

- participation in CMS Innovation Center models, such as ACO REACH, which are subject to changes annually, generally in ways meant to reduce available payments to participants, including benchmarks that can be changed after the end of the performance year, and which has an end date without a plan for ongoing participation in a model by those participating;

- impacts of fraud or anomalous billing on shared savings in CMS Innovation Center models;

- success in large, national ACOs is dependent on the collective efforts and compliance of a wide range of participating clients, and for those clients to be able to meet new and changing requirements such as changes to interoperability and reporting requirements; and

- challenges in rural and post-acute reimbursement due to their significant dependence on fee-for-service revenue.

Our Oak Street Health business is subject to additional risks including, but not limited to, the following:

- ability to attract new Medicare-eligible patients and credentialed, high-quality physicians and other providers for senior-focused primary care in a highly competitive market for such patients and providers;

- risks associated with its existing legal proceedings and litigations;

We can provide no assurance that we will be able to compete successfully on Public Exchanges or that our pricing or other actions will result in the profitability of our Public Exchange products.

To compete effectively on Public Exchanges, we have developed or acquired the technology, systems, tools and talent necessary to interact with Public Exchanges and engage Public Exchange consumers through enhanced consumer-focused sales, marketing channels and customer interfaces.

We are also creating new customer service programs and product offerings.

To participate on the Public Exchanges, we have to respond to pricing and other actions taken by existing competitors and regulators as well as potentially disruptive new entrants, which could reduce our profit margins.

Due to the price transparency provided by Public Exchanges, when we market products we face competitive pressures from existing and new competitors who may have lower cost structures.

Our competitors may bring their Public Exchange and other consumer products to market more quickly, have greater experience marketing to consumers and/or may be targeting the higher margin portions of our business.

We can provide no assurance that we will be able to compete successfully or profitably on Public Exchanges or that we will be able to benefit from any opportunities presented by Public Exchanges.

In addition, there can be no assurance that our pricing or other actions will result in the profitability of our Public Exchange products in 2025 or any future year.

We have set 2025 premium rates for our Public Exchange products based on our projections, including as to the health status and quantity of membership and utilization of medical and/or other covered services by members.

The accuracy of the projections reflected in our pricing may be impacted by (i) adverse selection among individuals who require or utilize more expensive medical and/or other covered services, (ii) other plans’ withdrawals from participation in the Public Exchanges we serve, (iii) a rapid increase or decline in membership, and (iv) legislation, regulations, enforcement activity and/or judicial decisions that cause Public Exchanges to operate in a manner different than what we projected in setting our premium rates, including the potential expiration of premium subsidies and enhanced premium tax credits.

The Company did not have any premium deficiency reserves as of December 31, 2024.

The Company did not establish any premium deficiency reserves during 2023 or 2022.

We are exposed to risks relating to the solvency of other insurers.

For example, in the first quarter of 2017, Aetna recorded a discounted estimated liability expense of $231 million pretax for our estimated share of future assessments for long-term care insurer Penn Treaty Network America Insurance Company and one of its subsidiaries.

As of December 31, [removed: 2024,] [added: 2025,] the Company had [removed: more than] [added: approximately] 9,000 retail locations, more than 1,000 walk-in and primary care medical [removed: clinics,] [added: clinics and] a leading pharmacy benefits manager with approximately [removed: 90] [added: 87] million plan members and expanding specialty pharmacy [removed: solutions, and a dedicated senior pharmacy care business serving more than 800,000 patients per year.][added: solutions.]

The Company also serves an estimated more than [removed: 36] [added: 37] million people through traditional, voluntary and consumer-directed health insurance products and related services, including expanding Medicare Advantage offerings and a leading standalone Medicare Part D prescription drug plan (“PDP”).

The Health Care Benefits segment operates as one of the nation’s leading diversified health care benefits [removed: providers.][added: providers through its Aetna® operations.]

The Company refers to insurance products (where it assumes all or a majority of the risk for medical and dental care costs) as “Insured” and administrative services contract products (where the plan sponsor assumes all or a majority of the risk for medical and dental care costs) as “ASC.” The Company [added: also] sold Insured plans directly to individual consumers through the individual public health insurance exchanges (“Public Exchanges”) [removed: in 17 states as of] [added: through the year ended] December 31, [removed: 2024.][added: 2025.]

The Health Services segment provides a full range of [removed: PBM solutions,] [added: pharmacy benefit management (“PBM”) solutions through its CVS Caremark® operations and] delivers health care services in its medical clinics, virtually, and in the [removed: home, and offers provider enablement solutions.][added: home.]

[removed: During 2023, the Company completed the acquisition of two key] [added: The Health Services segment’s] health care delivery assets [removed: –] [added: include] Signify Health, Inc. (“Signify Health”), a leader in health risk [removed: assessments, value-based care] [added: assessments] and [removed: provider enablement services,] [added: value-based care,] and Oak Street Health, Inc. (“Oak Street Health”), a leading multi-payor operator of value-based primary care centers serving Medicare eligible patients.

The [removed: Company] [added: segment] also [removed: launched CordavisTM, a wholly owned subsidiary that] works directly with pharmaceutical manufacturers to commercialize and/or co-produce high quality biosimilar [removed: products.][added: products through its CordavisTM subsidiary.]

The Health Services segment’s clients and customers are primarily employers, insurance companies, unions, government employee groups, health plans, PDPs, Medicaid managed care plans, [removed: CMS,] [added: the U.S. Centers for Medicare & Medicaid Services (“CMS”),] plans offered on public and private health insurance exchanges and other sponsors of health benefit plans throughout the U.S., patients who receive care in the Health Services segment’s medical clinics, virtually or in the home, as well as Covered Entities.

The Pharmacy & Consumer Wellness segment dispenses prescriptions in its [added: CVS Pharmacy®] retail [removed: pharmacies] [added: locations] and through its infusion operations, provides ancillary pharmacy services including pharmacy patient care [removed: programs, diagnostic testing] [added: programs] and vaccination administration, and sells a wide assortment of health and wellness products and general merchandise.

The segment also [removed: conducts long-term care pharmacy (“LTC”) operations, which distribute prescription drugs and provide related pharmacy consulting and ancillary services to long-term care facilities and other care settings, and] provides pharmacy fulfillment services to support the Health Services segment’s specialty and mail order pharmacy offerings.

As of December 31, [removed: 2024,] [added: 2025,] the Pharmacy & Consumer Wellness segment operated [removed: more than] [added: approximately] 9,000 retail locations, as well as online retail pharmacy websites, [removed: LTC pharmacies and on-site pharmacies,] retail specialty pharmacy stores, compounding pharmacies and branches for infusion and enteral nutrition services.

The following information summarizes the Company’s results of operations for [removed: 2024] [added: 2025] compared to [removed: 2023.][added: 2024.]

For discussion of the Company’s results of operations for [removed: 2023] [added: 2024] compared to [removed: 2022,] [added: 2023,] see “Management’s Discussion and Analysis of Financial Condition and Results of Operations” included in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, [removed: 2023] [added: 2024] filed with the U.S. Securities and Exchange Commission (the “SEC”) on February [removed: 7, 2024.][added: 12, 2025.]

| | | | Year Ended December 31, | | | | | | | | | | | | | | | | | | [removed: 2024] [added: 2025] vs. [removed: 2023] [added: 2024] | | | | | | | | | | | | [removed: 2023] [added: 2024] vs. [removed: 2022] [added: 2023] | | | | | | | | |

| In millions | | | [removed: 2024] [added: 2025] | | | | | | [removed: 2023] [added: 2024] | | | | | | [removed: 2022] [added: 2023] | | | | | | $ | | | | | | % | | | | | | $ | | | | | | % | | |

| Products | | | $ | [removed: 231,521] [added: 249,908] | | | | | $ | [removed: 245,138] [added: 231,521] | | | | | $ | [removed: 226,616] [added: 245,138] | | | | | $ | [removed: (13,617)] [added: 18,387] | | | | | [removed: (5.6)] [added: 7.9] | | % | | | | $ | [removed: 18,522] [added: (13,617)] | | | | | [removed: 8.2] [added: (5.6)] | | % |

| Premiums | | | [removed: 122,896] [added: 134,751] | | | | | | [removed: 99,192] [added: 122,896] | | | | | | [removed: 85,330] [added: 99,192] | | | | | | [removed: 23,704] [added: 11,855] | | | | | | [removed: 23.9] [added: 9.6] | | % | | | | [removed: 13,862] [added: 23,704] | | | | | | [removed: 16.2] [added: 23.9] | | % |

| Services | | | [removed: 16,239] [added: 15,175] | | | | | | [removed: 12,293] [added: 16,239] | | | | | | [removed: 9,683] [added: 12,293] | | | | | | [removed: 3,946] [added: (1,064)] | | | | | | [removed: 32.1] [added: (6.6)] | | % | | | | [removed: 2,610] [added: 3,946] | | | | | | [removed: 27.0] [added: 32.1] | | % |

| Net investment income | | | [removed: 2,153] [added: 2,233] | | | | | | [removed: 1,153] [added: 2,153] | | | | | | [removed: 838] [added: 1,153] | | | | | | [removed: 1,000] [added: 80] | | | | | | [removed: 86.7] [added: 3.7] | | % | | | | [removed: 315] [added: 1,000] | | | | | | [removed: 37.6] [added: 86.7] | | % |

| Total revenues | | | [removed: 372,809] [added: 402,067] | | | | | | [removed: 357,776] [added: 372,809] | | | | | | [removed: 322,467] [added: 357,776] | | | | | | [removed: 15,033] [added: 29,258] | | | | | | [removed: 4.2] [added: 7.8] | | % | | | | [removed: 35,309] [added: 15,033] | | | | | | [removed: 10.9] [added: 4.2] | | % |

| Cost of products sold | | | [removed: 206,287] [added: 221,167] | | | | | | [removed: 217,098] [added: 206,287] | | | | | | [removed: 196,892] [added: 217,098] | | | | | | [removed: (10,811)] [added: 14,880] | | | | | | [removed: (5.0)] [added: 7.2] | | % | | | | [removed: 20,206] [added: (10,811)] | | | | | | [removed: 10.3] [added: (5.0)] | | % |

| Health care costs | | | [removed: 115,121] [added: 125,538] | | | | | | [removed: 86,247] [added: 115,121] | | | | | | [removed: 71,073] [added: 86,247] | | | | | | [removed: 28,874] [added: 10,417] | | | | | | [removed: 33.5] [added: 9.0] | | % | | | | [removed: 15,174] [added: 28,874] | | | | | | [removed: 21.3] [added: 33.5] | | % |

| Restructuring charges | | | [removed: 1,179] [added: —] | | | | | | [removed: 507] [added: 1,179] | | | | | | [removed: —] [added: 507] | | | | | | [removed: 672] [added: (1,179)] | | | | | | [removed: 132.5] [added: (100.0)] | | % | | | | [removed: 507] [added: 672] | | | | | | [removed: 100.0] [added: 132.5] | | % |

| Opioid litigation [removed: charges] [added: charge (6)] | | | [removed: 100] [added: —] | | | | | | — | | | | | | [removed: 5,803] [added: —] | | | | | | 100 | | | | | | [removed: 100.0] | | [removed: %] | | | | [removed: (5,803) | | | | | | (100.0)] [added: 100] | | [removed: %] |

| Loss on assets held for sale | | | — | | | | | | [removed: 349] [added: —] | | | | | | [removed: 2,533] [added: 349] | | | | | | [removed: (349)] [added: —] | | | | | | [removed: (100.0)] [added: —] | | % | | | | [removed: (2,184)] [added: (349)] | | | | | | [removed: (86.2)] [added: (100.0)] | | % |

| Total operating costs | | | [removed: 364,293] [added: 397,407] | | | | | | [removed: 344,033] [added: 364,293] | | | | | | [removed: 314,513] [added: 344,033] | | | | | | [removed: 20,260] [added: 33,114] | | | | | | [removed: 5.9] [added: 9.1] | | % | | | | [removed: 29,520] [added: 20,260] | | | | | | [removed: 9.4] [added: 5.9] | | % |

| Operating income | | | [removed: 8,516] [added: 4,660] | | | | | | [removed: 13,743] [added: 8,516] | | | | | | [removed: 7,954] [added: 13,743] | | | | | | [removed: (5,227)] [added: (3,856)] | | | | | | [removed: (38.0)] [added: (45.3)] | | % | | | | [removed: 5,789] [added: (5,227)] | | | | | | [removed: 72.8] [added: (38.0)] | | % |

| Interest expense | | | [removed: 2,958] [added: (3,119)] | | | | | | [removed: 2,658] [added: (2,958)] | | | | | | [removed: 2,287] [added: (2,658)] | | | | | | [removed: 300] [added: (161)] | | | | | | [removed: 11.3] [added: (5.4)] | | % | | | | [removed: 371] [added: (300)] | | | | | | [removed: 16.2] [added: (11.3)] | | % |

| Gain on early extinguishment of debt | | | [removed: (491)] [added: —] | | | | | | [removed: —] [added: 491] | | | | | | — | | | | | | (491) | | | | | | (100.0) | | % | | | | [removed: —] [added: 491] | | | | | | [removed: —] [added: 100.0] | | % |

| Other income | | | [removed: (99)] [added: 112] | | | | | | [removed: (88)] [added: 99] | | | | | | [removed: (169)] [added: 88] | | | | | | [removed: (11)] [added: 13] | | | | | | [removed: (12.5)] [added: 13.1] | | % | | | | [removed: 81] [added: 11] | | | | | | [removed: 47.9] [added: 12.5] | | % |

| Income before income tax provision | | | [removed: 6,148] [added: 2,136] | | | | | | [removed: 11,173] [added: 6,148] | | | | | | [removed: 5,836] [added: 11,173] | | | | | | [removed: (5,025)] [added: (4,012)] | | | | | | [removed: (45.0)] [added: (65.3)] | | % | | | | [removed: 5,337] [added: (5,025)] | | | | | | [removed: 91.4] [added: (45.0)] | | % |

| Income tax provision | | | [removed: 1,562] [added: 408] | | | | | | [removed: 2,805] [added: 1,562] | | | | | | [removed: 1,509] [added: 2,805] | | | | | | [removed: (1,243)] [added: (1,154)] | | | | | | [removed: (44.3)] [added: (73.9)] | | % | | | | [removed: 1,296] [added: (1,243)] | | | | | | [removed: 85.9] [added: (44.3)] | | % |

| Net income | | | [removed: 4,586] [added: 1,728] | | | | | | [removed: 8,368] [added: 4,586] | | | | | | [removed: 4,327] [added: 8,368] | | | | | | [removed: (3,782)] [added: (2,858)] | | | | | | [removed: (45.2)] [added: (62.3)] | | % | | | | [removed: 4,041] [added: (3,782)] | | | | | | [removed: 93.4] [added: (45.2)] | | % |

| Net (income) loss attributable to noncontrolling interests | | | [removed: 28] [added: 40] | | | | | | [removed: (24)] [added: 28] | | | | | | [removed: (16)] [added: (24)] | | | | | | [removed: 52] [added: 12] | | | | | | [removed: 216.7] [added: 42.9] | | % | | | | [removed: (8)] [added: 52] | | | | | | [removed: (50.0)] [added: 216.7] | | % |

| Net income attributable to CVS Health | | | $ | [removed: 4,614] [added: 1,768] | | | | | $ | [removed: 8,344] [added: 4,614] | | | | | $ | [removed: 4,311] [added: 8,344] | | | | | $ | [removed: (3,730)] [added: (2,846)] | | | | | [removed: (44.7)] [added: (61.7)] | | % | | | | $ | [removed: 4,033] [added: (3,730)] | | | | | [removed: 93.6] [added: (44.7)] | | % |

Commentary - [removed: 2024] [added: 2025] compared to [removed: 2023][added: 2024]

- Interest expense increased [removed: $300] [added: $161] million, or [removed: 11.3%,] [added: 5.4%,] in [removed: 2024] [added: 2025] compared to [removed: 2023, due to higher debt in the year ended December 31,] 2024 primarily as a result of long-term debt issuances in [removed: 2024.][added: December 2024 and August 2025.]

See “Liquidity and Capital Resources” later in this [removed: report] [added: MD&A] for additional information.

[removed: 2025 Outlook][added: | 2025 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |]

The Company believes you should consider the following [removed: key] business and regulatory trends and uncertainties:

The Company exited the states in which Aetna operated on the Public Exchanges effective January 2026.

| Operating expenses | | | 44,977 | | | | | | 41,706 | | | | | | 39,832 | | | | | | 3,271 | | | | | | 7.8 | | % | | | | 1,874 | | | | | | 4.7 | | % |

| Goodwill impairment | | | 5,725 | | | | | | — | | | | | | — | | | | | | 5,725 | | | | | | 100.0 | | % | | | | — | | | | | | — | | % |

| Gain on deconsolidation of subsidiary | | | 483 | | | | | | — | | | | | | — | | | | | | 483 | | | | | | 100.0 | | % | | | | — | | | | | | — | | % |

- Total revenues increased $29.3 billion, or 7.8%, in 2025 compared to 2024.

- Operating expenses increased $3.3 billion, or 7.8%, in 2025 compared to 2024.

The increase in operating expenses was primarily due to approximately $1.2 billion of legacy litigation charges related to two court decisions associated with the Company’s past business practices, a $320 million opioid litigation charge related to a change in the Company’s accrual for ongoing opioid litigation matters and $288 million of pre-tax losses on Accountable Care assets, all recorded in 2025, as well as increased investments in colleagues and capabilities in 2025.

- Operating income decreased $3.9 billion, or 45.3%, in 2025 compared to 2024.

The decrease in operating income was primarily due to a $5.7 billion goodwill impairment charge related to the Health Care Delivery reporting unit and the $1.2 billion of legacy litigation charges described above, both recorded during the year ended December 31, 2025.

These decreases were partially offset by improved operating performance in the Health Care Benefits segment and the absence of approximately $1.2 billion of restructuring charges recorded in the prior year.

*Gain on deconsolidation of subsidiary*

- During 2025, the gain on deconsolidation of subsidiary relates to Omnicare, LLC (“Omnicare”), a wholly-owned indirect subsidiary of CVS Health Corporation, and certain of its subsidiary entities (collectively, the “Omnicare Entities”).

See Note 1 ‘‘Significant Accounting Policies’’ included in Item 8 of this 10-K for additional information on the deconsolidation of the Omnicare Entities.

- The Company’s effective income tax rate decreased to 19.1% in 2025 compared to 25.4% in the prior year due to a worthless stock deduction associated with a subsidiary that filed for bankruptcy in 2025, partially offset by the impact of the goodwill impairment charge and the legacy litigation charges recorded during 2025 described above, both of which were not deductible for income tax purposes.

Trends and Uncertainties

- Utilization is expected to persist at elevated levels in 2026.

The Company also faces increasing pressure from pharmaceutical manufacturers with respect to the calculation and collection of rebates.

| Total revenues | | | $ | 143,354 | | | | | $ | 190,425 | | | | | $ | 139,367 | | | | | $ | 484 | | | | | $ | (71,563) | | | | | $ | 402,067 | |

| Adjusted operating income (loss) | | | 2,939 | | | | | | 7,151 | | | | | | 6,040 | | | | | | (1,687) | | | | | | — | | | | | | 14,443 | | |

| Operating income (loss) (GAAP measure) | | | $ | 1,793 | | | | | $ | 220 | | | | | $ | 4,860 | | | | | $ | (2,213) | | | | | $ | 4,660 | | | | | | | |

| Amortization of intangible assets (1) | | | 1,155 | | | | | | 569 | | | | | | 249 | | | | | | 3 | | | | | | 1,976 | | | | | | | | |

| Acquisition-related integration costs (3) | | | — | | | | | | — | | | | | | — | | | | | | 117 | | | | | | 117 | | | | | | | | |

| Goodwill impairment (4) | | | — | | | | | | 5,725 | | | | | | — | | | | | | — | | | | | | 5,725 | | | | | | | | |

| Health Care Delivery clinic closure charge (5) | | | — | | | | | | 83 | | | | | | — | | | | | | — | | | | | | 83 | | | | | | | | |

| Opioid litigation charge (6) | | | — | | | | | | — | | | | | | — | | | | | | 320 | | | | | | 320 | | | | | | | | |

| Legacy litigation charges (8) | | | — | | | | | | 291 | | | | | | 929 | | | | | | — | | | | | | 1,220 | | | | | | | | |

| Loss on Accountable Care assets (9) | | | — | | | | | | 288 | | | | | | — | | | | | | — | | | | | | 288 | | | | | | | | |

| Adjusted operating income (loss) | | | $ | 2,939 | | | | | $ | 7,151 | | | | | $ | 6,040 | | | | | $ | (1,687) | | | | | $ | 14,443 | | | | | | | |

| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

(5)In 2025, the Health Care Delivery clinic closure charge primarily relates to the write down of long-lived assets in connection with the planned closure of certain existing Oak Street Health clinics in 2026, as well as associated severance and employee-related costs expected to be incurred.

The Health Care Delivery clinic closure charge is reflected in operating expenses within the Health Services segment.

(8)In 2025, the Company recorded legacy litigation charges related to two court decisions associated with its past business practices.

In April 2025, a jury found Omnicare and CVS Health Corporation liable in connection with alleged violations of the federal False Claims Act related to dispensing practices by Omnicare from 2010, prior to its acquisition by the Company in 2015, through 2018.

Damages were found only with respect to Omnicare.

Accordingly, the Company recorded a litigation charge of $387 million during the first quarter of 2025.

| Operating expenses | | | 41,606 | | | | | | 39,832 | | | | | | 38,212 | | | | | | 1,774 | | | | | | 4.5 | | % | | | | 1,620 | | | | | | 4.2 | | % |

- Total revenues increased $15.0 billion, or 4.2%, in 2024 compared to 2023.

The increase in total revenues was driven by growth in the Health Care Benefits and Pharmacy & Consumer Wellness segments, partially offset by a decline in the Health Services segment.

- Operating expenses increased $1.8 billion, or 4.5%, in 2024 compared to 2023.

The increase in operating expenses was primarily due to increased operating expenses to support growth in the business.

- Operating income decreased $5.2 billion, or 38.0%, in 2024 compared to 2023.

The decrease in operating income was primarily driven by a decrease in adjusted operating income, which is primarily the result of elevated Medicare utilization in the Health Care Benefits segment, and an increase in restructuring charges compared to 2023.

These decreases in operating income were partially offset by an increase in net realized capital gains, the absence of a $349 million loss on assets held for sale related to the write-down of the Company’s Omnicare® long-term care business recorded in the prior year, as well as lower acquisition-related transaction and integration costs.

- The Company’s effective income tax rate increased to 25.4% in 2024 compared to 25.1% in the prior year.

The increase was primarily due to the mix of pre-tax income and certain non-deductible expenses, partially offset by basis differences on the disposition of certain investments and utilization of tax credits in the year ended December 31, 2024 compared to the prior year.

- The Company expects medical membership declines in its Medicare and individual exchange products.

Medical membership disruptions may result in volatility in the Company’s financial results.

- Utilization persisted at elevated levels through the fourth quarter of 2024.

- Increases in utilization beyond the Company’s projections may also result in the Company having to record premium deficiency reserves within in the Health Care Benefits segment during 2025.

- The Company’s Medicaid business is experiencing medical cost pressures, largely driven by higher than expected acuity following the resumption of member redeterminations.

While the Company continues to work closely with its state partners to ensure the underlying trends are reflected in its premium rates going forward, it is uncertain when these pressures will be fully offset by state rate updates.

- The Company’s individual exchange business is subject to a risk adjustment program whereby the Company estimates its ultimate risk adjustment receivable or payable based on the risk of its qualified plan members relative to the average risk of members of other qualified plans in comparable markets.

Changes in the Company’s risk relative to the markets’ risk, including changes resulting from volatility in membership, could adversely impact the Company’s estimate of its risk adjustment receivable or payable.

- Glucagon-like peptide 1 (“GLP-1”) supply disruptions, and the associated impact on product mix, could pressure the Company’s ability to deliver savings to clients and could impact the Company’s results.

- Regulatory changes or consumer sentiment shift for immunizations may negatively impact national demand impacting financial results.

- Future financial performance will be influenced by a number of factors including competitive demand for products and services, legislative and regulatory considerations, and labor and other market dynamics, including inflation.

The Company evaluates and adjusts its approach in each of the markets it serves, considering all relevant factors.

- The Company expects benefits from ongoing enterprise-wide cost savings initiatives and investments in efficiencies, which aim to reduce the Company’s operating cost structure in a way that improves the consumer experience and is sustainable.

During the third quarter of 2024, the Company finalized an enterprise-wide restructuring plan intended to streamline and simplify the organization, improve efficiency and generate expected cost savings of over $500 million in 2025.

Refer to Note 3 ‘‘Restructuring’’ for actions implemented under the plan.

- Changes in conditions in the U.S. and global capital markets can significantly and adversely affect interest rates and capital market conditions which could result in increased financing costs.

- Actions taken by ratings agencies, including changes in the Company’s debt ratings, could impact the Company’s future borrowing costs, access to capital markets and new store operating lease costs.

This legislative and regulatory activity could adversely affect

| 2022 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| Total revenues | | | $ | 91,350 | | | | | $ | 169,576 | | | | | $ | 108,596 | | | | | $ | 530 | | | | | $ | (47,585) | | | | | $ | 322,467 | |

| Adjusted operating income (loss) | | | 6,338 | | | | | | 6,781 | | | | | | 6,531 | | | | | | (1,613) | | | | | | — | | | | | | 18,037 | | |

| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| Opioid litigation charges (6) | | | — | | | | | | — | | | | | | — | | | | | | 100 | | | | | | 100 | | | | | |

| Operating income (loss) (GAAP measure) | | | $ | 5,270 | | | | | $ | 6,612 | | | | | $ | 3,560 | | | | | $ | (7,488) | | | | | | | | | | | $ | 7,954 | |

| Amortization of intangible assets (1) | | | 1,180 | | | | | | 167 | | | | | | 435 | | | | | | 3 | | | | | | | | | | | | 1,785 | | |

| Opioid litigation charges (6) | | | — | | | | | | — | | | | | | — | | | | | | 5,803 | | | | | | | | | | | | 5,803 | | |

| Gain on divestiture of subsidiaries (8) | | | (475) | | | | | | — | | | | | | — | | | | | | — | | | | | | | | | | | | (475) | | |

| Adjusted operating income (loss) | | | $ | 6,338 | | | | | $ | 6,781 | | | | | $ | 6,531 | | | | | $ | (1,613) | | | | | | | | | | | $ | 18,037 | |

In 2022, the opioid litigation charges relate to agreements to resolve substantially all opioid claims against the Company by certain states and governmental entities.

The Company’s investment portfolio supported the following products at December 31, [removed: 2024] [added: 2025] and [removed: 2023:][added: 2024:]

| In millions | | | [removed: 2024] [added: 2025] | | | | | | [removed: 2023] [added: 2024] | | |

| Experience-rated products | | | $ | [removed: 652] [added: 578] | | | | | $ | [removed: 723] [added: 652] | |

| Remaining products | | | [removed: 30,689] [added: 34,236] | | | | | | [removed: 25,555] [added: 30,689] | | |

| Total investments | | | $ | [removed: 31,341] [added: 34,814] | | | | | $ | [removed: 26,278] [added: 31,341] | |

The debt securities in the Company’s investment portfolio had an average credit quality rating of A at both December 31, [removed: 2024] [added: 2025] and [removed: 2023,] [added: 2024,] with a fair value of approximately [removed: $5.9] [added: $6.2] billion and [removed: $4.6] [added: $5.9] billion rated AAA at December 31, [removed: 2024] [added: 2025] and [removed: 2023,] [added: 2024,] respectively.

The fair value of debt securities that were rated below investment grade (that is, having a credit quality rating below BBB-/Baa3) was [removed: $2.4] [added: $2.8] billion and [removed: $2.1] [added: $2.4] billion at December 31, [removed: 2024] [added: 2025] and [removed: 2023,] [added: 2024,] respectively (of which [removed: 1.6%] [added: 1.1%] and [removed: 1.5%] [added: 1.6%] at December 31, [removed: 2024] [added: 2025] and [removed: 2023,] [added: 2024,] respectively, supported experience-rated products).

At December 31, [removed: 2024] [added: 2025] and [removed: 2023,] [added: 2024,] the Company held [removed: $82] [added: $46] million and [removed: $218] [added: $82] million, respectively, of municipal debt securities that were guaranteed by third parties, representing less than 1% [removed: and 1%] of total investments at [added: both] December 31, [removed: 2024] [added: 2025] and [removed: 2023, respectively.][added: 2024.]

These securities had an average credit quality rating of AA+ at both December 31, [removed: 2024] [added: 2025] and [removed: 2023,] [added: 2024,] with the [added: guarantee and an average credit quality rating of AA+ and AA at December 31, 2025 and 2024, respectively, without the] guarantee.

At both December 31, [removed: 2024] [added: 2025] and [removed: 2023,] [added: 2024,] less than 1% of debt securities were valued using inputs that reflect the Company’s assumptions (categorized as Level 3 inputs in accordance with GAAP).

The [removed: assumptions] [added: assumption] used [removed: were as follows:] [added: was] an immediate increase of 100 basis points in interest rates (which the Company believes represents a moderately adverse scenario) for long-term debt issued by the Company, as well as its interest rate sensitive [removed: investments and an immediate decrease of 15% in prices for publicly traded domestic equity securities in the Company’s investment portfolio.][added: investments.]

Assuming an immediate increase of 100 basis points in interest rates, the theoretical decline in the fair values of market sensitive instruments at December 31, [removed: 2024] [added: 2025] is as follows:

- The fair value of long-term debt issued by the Company would decline by approximately [removed: $3.3] [added: $3.6] billion [removed: ($4.1] [added: ($4.6] billion pretax).

- The theoretical reduction in the fair value of interest rate sensitive investments partially offset by the theoretical reduction in the fair value of interest rate sensitive liabilities would result in a net decline in fair value of approximately [removed: $650] [added: $765] million [removed: ($820] [added: ($970] million pretax) related to continuing non-experience-rated products.

Net reductions in fair value would be reflected as an unrealized loss in equity, as the Company classifies these debt securities as available for sale, and the effect of the interest rate on interest rate sensitive liabilities is recorded in other comprehensive [removed: income (loss).][added: income.]

Based on overall exposure to interest rate risk and equity price risk, the Company believes that these changes in market rates and prices would not materially affect consolidated near-term financial condition, operating results or cash flows as of December 31, [removed: 2024.][added: 2025.]

At December 31, [removed: 2024] [added: 2025] and [removed: 2023,] [added: 2024,] the Company did not have any material foreign currency exchange rate or commodity derivative instruments in place and believes its exposure to foreign currency exchange rate risk is not material.

The impact of cyberattacks has not been material to the Company’s operations or operating results through December 31, [removed: 2024.][added: 2025.]

The Board and its Audit Committee are regularly informed [added: regarding the Company’s information security policies, practices and status.]

comprehensive income.

These securities had an average credit quality rating of AA and AA- at December 31, 2024 and 2023, respectively, without the guarantee.

comprehensive income (loss).

If the value of the Company’s publicly traded domestic equity securities held within its investment portfolio were to decline by 15%, this would result in a net decline in fair value of $43 million ($54 million pretax).

regarding the Company’s information security policies, practices and status.

As of December 31, [removed: 2024,] [added: 2025,] we had [removed: more than] [added: approximately] 9,000 retail locations, more than 1,000 walk-in and primary care medical [removed: clinics,] [added: clinics and] a leading pharmacy benefits manager with approximately [removed: 90] [added: 87] million plan members and expanding specialty pharmacy [removed: solutions, and a dedicated senior pharmacy care business serving more than 800,000 patients per year.][added: solutions.]

We serve an estimated more than [removed: 36] [added: 37] million people through traditional, voluntary and consumer-directed health insurance products and related services, including expanding Medicare Advantage offerings and a leading standalone Medicare Part D prescription drug plan (“PDP”).

The Health Care Benefits segment operates as one of the nation’s leading diversified health care benefits [removed: providers,] [added: providers through its Aetna® operations,] serving an estimated more than [removed: 36] [added: 37] million people as of December 31, [removed: 2024.][added: 2025.]

The segment also has a portfolio of additional health products and services that complement its medical products such as dental plans, behavioral health and employee [added: assistance products, provider network access and vision products.]

The Company [added: also] sold Insured plans directly to individual consumers through the individual public health insurance exchanges (“Public Exchanges”) [removed: in 17 states as of December 31, 2024.][added: through the year]

The Company offered network-based HMO and/or PPO plans in [removed: 46] [added: 44] states and Washington, D.C. in [removed: 2024.][added: 2025.]

The Company offered PDP plans in all 50 states and Washington, D.C. in [removed: 2024.][added: 2025.]

The Company offered a wide selection of Medicare Supplement products in 49 states and Washington, D.C. in [removed: 2024.][added: 2025.]

The Company offered these services on an Insured or ASC basis in [removed: 16] [added: 15] states in [removed: 2024.][added: 2025.]

At December 31, [removed: 2024,] [added: 2025,] the Company’s underlying nationwide provider network had approximately [removed: 1.9] [added: 2.0] million participating providers.

[removed: Company seeks Health Plan accreditation for Aetna Inc. (“Aetna”) HMO plans from the National Committee for Quality] Assurance (“NCQA”), a private, not-for-profit organization that evaluates, accredits and certifies a wide range of health care organizations.

As of December 31, [removed: 2024,] [added: 2025,] all of the Company’s Commercial HMO and all of ALIC’s PPO members who were eligible participated in HMOs or PPOs that are accredited by the NCQA.

The Company also [removed: sells] [added: sold] Insured plans directly to individual consumers in certain geographies through the [removed: Public Exchanges.][added: year ended December 31, 2025.]

Health Care Benefits products are sold through: the Company’s sales personnel; independent brokers, agents and consultants who assist in the production and servicing of business; [removed: as well as] [added: and] private health insurance exchanges (“Private [removed: Exchanges”) and Public Exchanges (together with Private Exchanges, “Insurance] Exchanges”).

Health Care Benefits segment revenues from the federal government accounted for [removed: 18%] [added: approximately 20%] of the Company’s consolidated total revenues in [removed: 2024, 2023] [added: 2025, 2024] and [removed: 2022.][added: 2023.]

Contracts with CMS for coverage of Medicare-eligible individuals in the Health Care Benefits segment accounted for approximately [removed: 74%, 73%] [added: 79%, 74%] and [removed: 74%,] [added: 73%,] respectively, of the Company’s consolidated revenues from the federal government in [removed: 2024, 2023] [added: 2025, 2024] and [removed: 2022.][added: 2023.]

CMS released the Company’s [removed: 2025] [added: 2026] star ratings in October [removed: 2024.][added: 2025.]

The Company’s [removed: 2025] [added: 2026] star ratings will be used to determine which of the Company’s Medicare Advantage plans have ratings of four stars or higher and qualify for bonus payments in [removed: 2026.][added: 2027.]

Based on the Company’s membership [removed: at] [added: as of] December [removed: 31, 2024, 88%] [added: 2025, more than 81%] of the Company’s Medicare Advantage members were in plans with [removed: 2025] [added: 2026] star ratings of at least 4.0 stars, compared to [removed: 91%] [added: 88%] of the Company’s Medicare Advantage members being in plans with [removed: 2024] [added: 2025] star ratings of at least 4.0 stars based on the Company’s membership [removed: at] [added: as of] December [removed: 31, 2023.][added: 2024.]

In addition, the rapid pace of change as the industry evolves towards a consumer-focused retail marketplace, including [removed: Insurance] [added: Private Exchanges and Public] Exchanges, and the increased use of technology to interact with members, providers and customers, increase the risks the Company faces from new entrants and disruptive actions by existing competitors compared to prior periods.

[added: Additional Health Care Benefits segment competitors include other types of medical and dental provider organizations, various specialty service providers] (including [removed: PBM] [added: pharmacy benefit management (“PBM”)] services providers), health care consultants, financial services companies, integrated health care delivery organizations (networks of providers who also coordinate administrative services for and assume insurance risk of their members), third party administrators (“TPAs”) and, for certain plans, programs sponsored by the federal or state governments.

[removed: Emerging competitors include start up health care benefits] plans, [removed: provider-owned health plans,] new joint ventures (including not-for-profit joint ventures among firms from multiple industries), financial services firms that are distributing competing products on their proprietary Private Exchanges, and consulting firms that are distributing competing products on their proprietary Private Exchanges, as well as non-traditional distributors such as retail companies.

The Health Services segment provides a full range of PBM [removed: solutions,] [added: solutions through its CVS Caremark® operations and] delivers health care services in its medical clinics, virtually, and in the [removed: home, and offers provider enablement solutions.][added: home.]

[removed: During 2023, the Company completed the acquisition of two key] [added: The Health Services segment’s] health care delivery assets [removed: –] [added: include] Signify Health, Inc. (“Signify [removed: Health”)] [added: Health”),] a leader in health risk [removed: assessments, value-based care] [added: assessments] and [removed: provider enablement services,] [added: value-based care,] and Oak Street Health, Inc. (“Oak Street [removed: Health”)] [added: Health”),] a leading multi-payor operator of value-based primary care centers serving Medicare eligible patients.

The Company [removed: also] launched [removed: CordavisTM,] [added: Cordavis,] a [removed: wholly owned] [added: wholly-owned] subsidiary that works directly with pharmaceutical manufacturers to commercialize and/or co-produce high quality biosimilar products.

The Health Services segment’s clients and customers are primarily employers, insurance companies, unions, government employee groups, health plans, PDPs, Medicaid managed care (“Managed Medicaid”) plans, CMS, plans offered on [removed: Insurance] [added: Private] Exchanges and [added: Public Exchanges and] other sponsors of health benefit plans throughout the U.S., patients who receive care in the Health Services segment’s medical clinics, virtually or in the home, as well as Covered Entities.

During the year ended December 31, [removed: 2024,] [added: 2025,] the Company’s PBM filled or managed 1.9 billion prescriptions on a 30-day equivalent basis.

The Company administers pharmacy benefit plans for clients who contract with it to facilitate [removed: prescription drug coverage and claims processing for their eligible plan members.]

The Company maintains a national network of approximately [removed: 65,000] [added: 63,000] retail pharmacies, consisting of approximately [removed: 37,000] [added: 34,500] chain pharmacies (which include CVS pharmacy locations) and approximately [removed: 28,000] [added: 28,500] independent pharmacies, in the U.S., including Puerto Rico, the District of Columbia, Guam and the U.S. Virgin Islands.

These programs are primarily designed to promote better health outcomes and to help target inappropriate medication utilization and non-adherence to medication, each of which may result in adverse medical events that [added: negatively affect member health and client pharmacy and medical spend.]

The Company offers an integrated strategy that aims to help decrease the potential for inappropriate opioid use while preserving access for those with genuine chronic pain needs through concurrent and [removed: retrospective claims’ review.]

The CVS Weight [removed: Management] [added: ManagementTM] program optimizes utilization of GLP-1 medication and provides the label-recommended lifestyle support and coaching to maximize and maintain weight loss on these therapies, while addressing new indications (e.g., cardiovascular disease).

The Company [added: primarily] operates in value-based care through [removed: two primary means: providing comprehensive primary care through] its Oak Street Health primary care [removed: centers and enabling independent health systems transition to value-based care through contracting and care management services.][added: centers.]

[removed: The Company’s] Oak Street Health [removed: business] operates retail-like, community-based centers that provide medical primary care services and support Medicare eligible patients in the management of chronic illnesses and the prevention of unnecessary acute events.

As of December 31, [removed: 2024,] [added: 2025,] the Company operated [removed: 239] [added: 246] centers across 27 states.

During the year ended December 31, [removed: 2024,] [added: 2025,] the Company’s centers provided care for approximately 500,000 patients.

[added: Prior to 2025, the Company also provided enablement services to health systems primarily through] two programs administered by [removed: CMS,] [added: CMS:] the Accountable Care Organization [removed: (“ACO”)] Realizing Equity, [removed: Access,] [added: Access] and Community Health [removed: (“REACH”) Model (collectively, “ACO] [added: (“ACO] REACH”) [added: program] and the Medicare Shared Savings Program [removed: (“MSSP”), under which the Company served a total of more than 1 million covered lives as of December 31, 2024.][added: (“MSSP”).]

During the year ended December 31, [removed: 2024,] [added: 2025,] the Company performed more than [removed: 3] [added: 3.5] million IHEs.

Through its IHEs, the Company creates a comprehensive, documented record of the clinical, social and behavioral needs of its health plan customers’ medically complex populations and [removed: seek] [added: seeks] to further engage [removed: them] [added: these populations] with the healthcare system.

As of December 31, [removed: 2024,] [added: 2025,] the Company operated more than [removed: 900] [added: 800] MinuteClinic locations in the U.S. The clinics are staffed by nurse practitioners and physician assistants who utilize nationally established guidelines to deliver a variety of health care [added: services, including expanding primary care] services.

Our ambition at CVS Health is to be America’s most trusted health care company.

Our purpose is to simplify health care one person, one family and one community at a time.

Across our unique collection of businesses, our work is rooted in our values: we care, we innovate with purpose, we are accountable and we prioritize safety and quality.

Our strategy is focused on simplifying health care experiences, improving engagement, lowering costs and delivering better health outcomes.

We expect to create sustainable shareholder value by delivering best-in-class execution, transforming consumer experiences, being the partner of choice and harnessing enterprise capabilities, enabled by innovation and capital stewardship.

ended December 31, 2025.

The Company exited the states in which Aetna operated on the Public Exchanges effective January 2026.

The Company seeks Health Plan accreditation for Aetna Inc. (“Aetna”) HMO plans from the National Committee for Quality

During the year ended December 31, 2025, the Health Care Benefits segment’s operating income progression in its Medicare product line was impacted by changes resulting from the Inflation Reduction Act (the “IRA”), which resulted in a shift in the pattern of earnings throughout the year, including lower earnings in the second half of the year compared to the first half of the year.

Emerging competitors include start up health care benefits plans, provider-owned health

prescription drug coverage and claims processing for their eligible plan members.

retrospective claims’ review.

During the first quarter of 2025, the Company determined that it would substantially exit both the ACO REACH program and the MSSP.

other medical and non-medical personnel and individual patients.

Pharmacy also includes revenues associated with long-term care pharmacy (“LTC”) operations prior to the deconsolidation of Omnicare, LLC (“Omnicare”) and associated subsidiaries in September 2025.

See “Subsidiary Bankruptcy” within Note 1 ‘‘Significant Accounting Policies’’ included in Item 8 of this 10-K for additional information.

The Pharmacy & Consumer Wellness segment distributed prescription drugs and provided related pharmacy consulting and ancillary services to long-term care facilities and other care settings through Omnicare and certain of its subsidiary entities prior to the deconsolidation of these subsidiaries in September 2025.

See “Subsidiary Bankruptcy” within Note 1 ‘‘Significant Accounting Policies’’ included in Item 8 of this 10-K for additional information.

During the year ended December 31, 2025, the Company closed 221 retail stores in connection with this action.

Use of AI

The Company recognizes that AI has the potential to reimagine health care, including simplifying care navigation, reducing costs, transforming consumer experience and enhancing the quality of and access to care.

The Company uses AI as an augmentative technology to minimize provider/payer friction, enable advanced consumer self-service through AI-assistants while enhancing human touch when desired, offer simplified health and care navigation, expand access, streamline and optimize internal operations and modernize operating platforms.

As AI technology advances, CVS Health is committed to doing its part to help ensure the safe, responsible, ethical and consumer-centric use of AI.

payments may cause volatility from time to time.

At CVS Health, we share a single, clear purpose: to simplify health care one person, one family and one community at a time.

Our ambition is to be America’s most trusted health care company.

Achieving that starts with building and sustaining a culture of trust within our organization.

Our values guide how we lead and collaborate.

We emphasize care, innovation, accountability, safety and quality.

Our practices have earned national recognition, including designations as a military-friendly, veteran-friendly, and disability-inclusive employer.

Through four pillars – Healthy People, Healthy Business, Healthy Community and Healthy Planet – we focus on measurable actions that improve health outcomes, strengthen communities and protect the environment.

Rooted in our purpose-driven culture, our impact strategy positions us to lead with integrity and innovation to deliver meaningful change while sustaining long-term business performance.

We put health at the center of everything we do.

By elevating the experience of our customers, we are elevating the very essence of health care.

We connect people to the care they need, advance affordability, simplify access, and ultimately help people live healthier lives.

Our investments in health services and programs drive outcomes, reduce barriers to care and deliver innovative solutions that set new standards for accessible, high-quality care.

Our greatest strength is our people.

With a talented and diverse workforce of more than 300,000 colleagues, we uphold the highest standards of ethics and transparency while creating value and delivering on our promises.

Through education, leadership development and workforce training, we empower colleagues and strengthen talent pipelines.

At the same time, we embed strong governance and responsible practices across our supply chain to ensure integrity, sustainability and accountability across our operations.

We are building a world of health around every consumer we serve, seeking to make it easier and more affordable to live a healthier life.

This means delivering solutions that are more personalized, simpler to use and increasingly digital so consumers can receive care when, where and how they desire.

We address holistic health – physical, emotional, social and economic – and we are creating new sources of value through our integrated care model which allows us to expand into personalized, technology driven care delivery and health services, increasing access to quality care, delivering better health outcomes and lowering overall health care costs.

We believe our consumer-centric strategy will drive sustainable long-term growth and deliver value for all stakeholders.

assistance products, provider network access and vision products.

The

The Company also receives fees from customers where it provides services under ASC Medicaid contracts.

ASC Medicaid contracts generally are for periods of more than one year, and certain of them contain performance incentives and limited financial risk sharing with respect to certain medical, financial and operational metrics.

Under these arrangements, performance is evaluated annually, with associated financial incentive opportunities, and financial risk share obligations are typically limited to a percentage of the fees otherwise payable to the Company.

Additional Health Care Benefits segment competitors include other types of medical and dental provider organizations, various specialty service providers

negatively affect member health and client pharmacy and medical spend.

The Company’s value-based care assets typically contract with payors, primarily Medicare Advantage plans, and/or CMS.

In addition to its primary care centers, the Company provides enablement services to independent health systems, assisting these groups with their transition to value-based care.

The Company’s customers practice value-based care primarily through

ACOs are networks of healthcare providers and suppliers that work together to invest in infrastructure and redesign delivery processes to attempt to achieve high quality and efficient delivery of services.

ACOs that achieve performance standards established by the U.S. Department of Health and Human Services (“HHS”) are eligible to share in a portion of the amounts saved by the Medicare program.

Canopy integrates an immense amount of data about patients from a broad set of sources, including payor claims data, pharmacy data and medical records from hospitals and specialists and provides actionable insights and workflows to accelerate effective clinical management and oversight.

Canopy leverages artificial intelligence and machine learning capabilities to create and refine a clinical rules engine (predictive models and prescriptive algorithms) that informs care delivery and addresses hospital admissions and readmissions, medical costs and patient retention.

The Company’s value-based care arrangements are primarily directed at independent health systems, including community hospitals, physician practices and clinics, participating in, or seeking to participate in, ACOs or contract with Medicare Advantage plans.

the Company is still able to contact declines, typically resulting in fewer IHEs scheduled during the fourth quarter of each calendar year.

The Company competes for provider solutions and health information technology (“HIT”) business with other large health plans and commercial health care benefit insurance companies as well as information technology companies and companies that specialize in provider solutions and HIT.

The Company’s ACO operations compete with healthcare risk management providers.

Key competitors are companies that work directly with providers to enable them to successfully take risk in value-based care arrangements.

Some of these competitors focus on a specific function – like analytics – while others offer more comprehensive services.

Some key competitors operate nationally, while other competitors are more geographically focused.

pricing program.

LTC operations include distribution of prescription drugs and related consulting and ancillary services.

*On-site Pharmacies*

The Company also operates a limited number of pharmacies located at client sites, which provide certain health plan members and customers with a convenient alternative for filling their prescriptions and receiving vaccinations.

The Pharmacy & Consumer Wellness segment provides LTC pharmacy services through the Omnicare® business.

Omnicare’s customers consist of skilled nursing facilities, assisted living facilities, independent living communities, hospitals, correctional facilities, and other health care service providers.

The Company provides pharmacy consulting, including monthly patient drug therapy evaluations, to assist in compliance with state and federal regulations and provide proprietary clinical and health

management programs.

It also provides pharmaceutical case management services for retirees, employees and dependents who have drug benefits under corporate-sponsored health care programs.

During the fourth quarter of 2021, the Company completed a strategic review of its retail business and announced its plans to reduce store density in certain locations through the closure of approximately 900 retail stores between 2022 and 2024.

As of December 31, 2024, the Company had closed approximately 900 retail stores in connection with these actions.

The majority of Pharmacy & Consumer Wellness segment revenues, particularly pharmacy revenues, generally are not seasonal in nature.

However, front store revenues tend to be higher during the December holiday season.

Uncharacteristic or extreme weather conditions also can adversely affect consumer shopping patterns and Pharmacy & Consumer Wellness revenues, expenses and operating results.

LTC pharmacy services are highly regional or local in nature, and within a given geographic area of operation, highly competitive.

For the fiscal year ended December 31, [removed: 2024][added: 2025]

[removed: ][added: ]

The aggregate market value of the registrant’s common stock held by non-affiliates was approximately [removed: $74,072,103,405] [added: $86,382,523,283] as of June 30, [removed: 2024,] [added: 2025,] based on the closing price of the common stock on the New York Stock Exchange.

As of February [removed: 5, 2025,] [added: 4, 2026,] the registrant had [removed: 1,260,795,063] [added: 1,272,211,063] shares of common stock outstanding.

Information contained in the definitive proxy statement for CVS Health Corporation’s [removed: 2025] [added: 2026] Annual Meeting of Stockholders, to be filed with the Securities and Exchange Commission within 120 days after the end of the fiscal year ended December 31, [removed: 2024] [added: 2025] (the “Proxy Statement”), is incorporated by reference in Parts III and IV to the extent described therein.

| Item 1: | | | [removed: [Business](#i8a55793d673e4b4fbd3bff43443155d0_13)] [added: [Business](#i8f006d47a6ff48c6ab21092ce8532709_13)] | | | [removed: [2](#i8a55793d673e4b4fbd3bff43443155d0_13)] [added: [2](#i8f006d47a6ff48c6ab21092ce8532709_13)] | | |

| Item 1A: | | | [Risk [removed: Factors](#i8a55793d673e4b4fbd3bff43443155d0_34)] [added: Factors](#i8f006d47a6ff48c6ab21092ce8532709_34)] | | | [removed: [35](#i8a55793d673e4b4fbd3bff43443155d0_34)] [added: [32](#i8f006d47a6ff48c6ab21092ce8532709_34)] | | |

| Item 1B: | | | [Unresolved Staff [removed: Comments](#i8a55793d673e4b4fbd3bff43443155d0_37)] [added: Comments](#i8f006d47a6ff48c6ab21092ce8532709_37)] | | | [removed: [63](#i8a55793d673e4b4fbd3bff43443155d0_37)] [added: [56](#i8f006d47a6ff48c6ab21092ce8532709_37)] | | |

| Item 1C: | | | [removed: [Cybersecurity](#i8a55793d673e4b4fbd3bff43443155d0_40)] [added: [Cybersecurity](#i8f006d47a6ff48c6ab21092ce8532709_40)] | | | [removed: [63](#i8a55793d673e4b4fbd3bff43443155d0_40)] [added: [56](#i8f006d47a6ff48c6ab21092ce8532709_40)] | | |

| Item 2: | | | [removed: [Properties](#i8a55793d673e4b4fbd3bff43443155d0_43)] [added: [Properties](#i8f006d47a6ff48c6ab21092ce8532709_43)] | | | [removed: [64](#i8a55793d673e4b4fbd3bff43443155d0_43)] [added: [57](#i8f006d47a6ff48c6ab21092ce8532709_43)] | | |

| Item 3: | | | [Legal [removed: Proceedings](#i8a55793d673e4b4fbd3bff43443155d0_46)] [added: Proceedings](#i8f006d47a6ff48c6ab21092ce8532709_46)] | | | [removed: [65](#i8a55793d673e4b4fbd3bff43443155d0_46)] [added: [58](#i8f006d47a6ff48c6ab21092ce8532709_46)] | | |

| Item 4: | | | [Mine Safety [removed: Disclosures](#i8a55793d673e4b4fbd3bff43443155d0_49)] [added: Disclosures](#i8f006d47a6ff48c6ab21092ce8532709_49)] | | | [removed: [65](#i8a55793d673e4b4fbd3bff43443155d0_49)] [added: [58](#i8f006d47a6ff48c6ab21092ce8532709_49)] | | |

| | | | [Information about our Executive [removed: Officers](#i8a55793d673e4b4fbd3bff43443155d0_52)] [added: Officers](#i8f006d47a6ff48c6ab21092ce8532709_52)] | | | [removed: [66](#i8a55793d673e4b4fbd3bff43443155d0_52)] [added: [59](#i8f006d47a6ff48c6ab21092ce8532709_52)] | | |

| Item 5: | | | [Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity [removed: Securities](#i8a55793d673e4b4fbd3bff43443155d0_58)] [added: Securities](#i8f006d47a6ff48c6ab21092ce8532709_58)] | | | [removed: [67](#i8a55793d673e4b4fbd3bff43443155d0_58)] [added: [60](#i8f006d47a6ff48c6ab21092ce8532709_58)] | | |

| Item 6: | | | [removed: [Reserved](#i8a55793d673e4b4fbd3bff43443155d0_61)] [added: [Reserved](#i8f006d47a6ff48c6ab21092ce8532709_61)] | | | [removed: [69](#i8a55793d673e4b4fbd3bff43443155d0_61)] [added: [62](#i8f006d47a6ff48c6ab21092ce8532709_61)] | | |

| Item 7: | | | [Management’s Discussion and Analysis of Financial Condition and Results of [removed: Operations](#i8a55793d673e4b4fbd3bff43443155d0_64)] [added: Operations](#i8f006d47a6ff48c6ab21092ce8532709_64)] | | | [removed: [70](#i8a55793d673e4b4fbd3bff43443155d0_64)] [added: [63](#i8f006d47a6ff48c6ab21092ce8532709_64)] | | |

| Item 7A: | | | [Quantitative and Qualitative Disclosures About Market [removed: Risk](#i8a55793d673e4b4fbd3bff43443155d0_97)] [added: Risk](#i8f006d47a6ff48c6ab21092ce8532709_97)] | | | [removed: [100](#i8a55793d673e4b4fbd3bff43443155d0_97)] [added: [90](#i8f006d47a6ff48c6ab21092ce8532709_97)] | | |

| Item 8: | | | [Financial Statements and Supplementary [removed: Data](#i8a55793d673e4b4fbd3bff43443155d0_100)] [added: Data](#i8f006d47a6ff48c6ab21092ce8532709_100)] | | | [removed: [103](#i8a55793d673e4b4fbd3bff43443155d0_100)] [added: [92](#i8f006d47a6ff48c6ab21092ce8532709_100)] | | |

| Item 9: | | | [Changes in and Disagreements With Accountants on Accounting and Financial [removed: Disclosure](#i8a55793d673e4b4fbd3bff43443155d0_196)] [added: Disclosure](#i8f006d47a6ff48c6ab21092ce8532709_211)] | | | [removed: [192](#i8a55793d673e4b4fbd3bff43443155d0_196)] [added: [174](#i8f006d47a6ff48c6ab21092ce8532709_211)] | | |

| Item 9A: | | | [Controls and [removed: Procedures](#i8a55793d673e4b4fbd3bff43443155d0_199)] [added: Procedures](#i8f006d47a6ff48c6ab21092ce8532709_214)] | | | [removed: [192](#i8a55793d673e4b4fbd3bff43443155d0_199)] [added: [174](#i8f006d47a6ff48c6ab21092ce8532709_214)] | | |

| Item 9C: | | | [Disclosure Regarding Foreign Jurisdictions that Prevent [removed: Inspections](#i8a55793d673e4b4fbd3bff43443155d0_205)] [added: Inspections](#i8f006d47a6ff48c6ab21092ce8532709_220)] | | | [removed: [193](#i8a55793d673e4b4fbd3bff43443155d0_205)] [added: [175](#i8f006d47a6ff48c6ab21092ce8532709_220)] | | |

| Item 10: | | | [Directors, Executive Officers and Corporate [removed: Governance](#i8a55793d673e4b4fbd3bff43443155d0_211)] [added: Governance](#i8f006d47a6ff48c6ab21092ce8532709_226)] | | | [removed: [193](#i8a55793d673e4b4fbd3bff43443155d0_211)] [added: [175](#i8f006d47a6ff48c6ab21092ce8532709_226)] | | |

| Item 12: | | | [Security Ownership of Certain Beneficial Owners and Management and Related Stockholder [removed: Matters](#i8a55793d673e4b4fbd3bff43443155d0_217)] [added: Matters](#i8f006d47a6ff48c6ab21092ce8532709_232)] | | | [removed: [193](#i8a55793d673e4b4fbd3bff43443155d0_217)] [added: [175](#i8f006d47a6ff48c6ab21092ce8532709_232)] | | |

| Item 13: | | | [Certain Relationships and Related Transactions, and Director [removed: Independence](#i8a55793d673e4b4fbd3bff43443155d0_220)] [added: Independence](#i8f006d47a6ff48c6ab21092ce8532709_235)] | | | [removed: [194](#i8a55793d673e4b4fbd3bff43443155d0_220)] [added: [176](#i8f006d47a6ff48c6ab21092ce8532709_235)] | | |

| Item 14: | | | [Principal Accountant Fees and [removed: Services](#i8a55793d673e4b4fbd3bff43443155d0_223)] [added: Services](#i8f006d47a6ff48c6ab21092ce8532709_238)] | | | [removed: [194](#i8a55793d673e4b4fbd3bff43443155d0_223)] [added: [176](#i8f006d47a6ff48c6ab21092ce8532709_238)] | | |

| Item 15: | | | [Exhibits and Financial Statement [removed: Schedules](#i8a55793d673e4b4fbd3bff43443155d0_229)] [added: Schedules](#i8f006d47a6ff48c6ab21092ce8532709_244)] | | | [removed: [195](#i8a55793d673e4b4fbd3bff43443155d0_229)] [added: [177](#i8f006d47a6ff48c6ab21092ce8532709_244)] | | |

This information includes, but is not limited to: [removed: “Outlook for 2025”] [added: “Trends and Uncertainties”] of Management’s Discussion and Analysis of Financial Condition and Results of Operations (“MD&A”) included in Item 7, “Quantitative and Qualitative Disclosures About Market Risk” included in Item 7A, “Government Regulation” included in Item 1, and “Risk Factors” included in Item 1A.

| Item 9B: | | | [Other Information](#i8f006d47a6ff48c6ab21092ce8532709_217) | | | [174](#i8f006d47a6ff48c6ab21092ce8532709_217) | | |

| Item 11: | | | [Executive Compensation](#i8f006d47a6ff48c6ab21092ce8532709_229) | | | [175](#i8f006d47a6ff48c6ab21092ce8532709_229) | | |

| Item 16: | | | [Form 10-K Summary](#i8f006d47a6ff48c6ab21092ce8532709_247) | | | [182](#i8f006d47a6ff48c6ab21092ce8532709_247) | | |

| | | | [Signatures](#i8f006d47a6ff48c6ab21092ce8532709_250) | | | [183](#i8f006d47a6ff48c6ab21092ce8532709_250) | | |

| Item 9B: | | | [Other Information](#i8a55793d673e4b4fbd3bff43443155d0_202) | | | [192](#i8a55793d673e4b4fbd3bff43443155d0_202) | | |

| Item 11: | | | [Executive Compensation](#i8a55793d673e4b4fbd3bff43443155d0_214) | | | [193](#i8a55793d673e4b4fbd3bff43443155d0_214) | | |

| Item 16: | | | [Form 10-K Summary](#i8a55793d673e4b4fbd3bff43443155d0_232) | | | [200](#i8a55793d673e4b4fbd3bff43443155d0_232) | | |

| | | | [Signatures](#i8a55793d673e4b4fbd3bff43443155d0_235) | | | [201](#i8a55793d673e4b4fbd3bff43443155d0_235) | | |

The steps the Company takes to reduce its vulnerability and to mitigate the impacts from cybersecurity incidents include, but are not limited to: comprehensive information security policies and standards, implementing logical and technical controls through processes and technologies, monitoring its information technology systems for cybersecurity threats, assessing cybersecurity risk profiles of key [removed: third-parties, implementing cybersecurity training and collaborating with public and private organizations on cyber threat information][added: third]

[removed: The] [added: Although the Company did not experience a material cybersecurity incident during the year ended December 31, 2025, the] scope and impact of any future direct or third-party cybersecurity incident cannot be predicted.

The CISO reports to the Company’s Chief [removed: Digital, Data, Analytics &] [added: Experience and] Technology Officer (the [removed: “CDDATO”),] [added: “CETO”),] who reports directly to the Company’s Chief Executive Officer.

The [removed: CDDATO,] [added: CETO,] CISO and the CPO, regularly review cybersecurity matters with management.

The current [removed: CDDATO,] [added: CETO,] CISO and CPO each has more than 10 years of experience managing risks or advising on cybersecurity issues.

As part of this [removed: oversight] [added: oversight,] the Board has delegated certain of these responsibilities to committees of the Board.

parties, implementing cybersecurity training and collaborating with public and private organizations on cyber threat information and best practices.

As part of its risk oversight responsibilities, the Audit Committee conducts regular reviews of the Company’s cybersecurity program, including no fewer than two formal updates each year.

The Company’s CETO and CISO provide the Audit Committee with recurring briefings—at least on a bi-quarterly basis—and update the full Board annually on the Company’s cybersecurity posture.

These updates include assessments of emerging cyber threats, significant cybersecurity incidents and material changes in the Company’s risk profile.

and best practices.

Although the Company did not experience a material cybersecurity incident during the year ended December 31, 2024, it did experience previously-disclosed impacts from the Change Healthcare cybersecurity incident in February 2024.

See the Company’s Form 10-Q for the three months ended March 31, 2024 for more information.

As part of this oversight, the Audit Committee reviews the Company’s cybersecurity program periodically, and at least annually.

The Company’s CDDATO and CISO update the Audit Committee periodically, and at least annually, and the full Board as needed, on the Company’s cybersecurity program, including particular cybersecurity threats, incidents and new developments in the Company’s risk profile.

The Company also leases office space in other locations in the [removed: U.S.][added: United States.]

The Health Care Benefits segment also owns or leases office space in other locations in the U.S. and [removed: several] other countries.

The Health Services segment leases [removed: 239] [added: 246] primary care centers across 27 states, totaling approximately 2.2 million square feet.

As of December 31, [removed: 2024,] [added: 2025,] the Pharmacy & Consumer Wellness segment operated the following properties:

Net selling space for retail stores was approximately [removed: 72.6] [added: 71.3] million square feet as of December 31, [removed: 2024.][added: 2025.]

- Approximately [removed: 1,860] [added: 1,870] retail pharmacies within retail chains, as well as approximately 30 clinics in Target Corporation (“Target”) stores;

- Owned distribution centers and leased distribution facilities throughout the U.S. totaling approximately [removed: 10.1] [added: 10.0] million square feet; [added: and]

- Branches for compounding, specialty infusion and enteral nutrition services throughout the [removed: U.S.; and][added: U.S.]

In connection with certain business dispositions completed between 1995 and 1997, the Company continues to guarantee lease obligations for [removed: 61] [added: 60] former stores.

- Owned and leased LTC pharmacies throughout the U.S. and an owned LTC repackaging facility.

The following sets forth the name, age and biographical information for each of the Registrant’s executive officers as of February [removed: 12, 2025.][added: 10, 2026.]

[removed: Capozzi*, age 55, Executive Vice President and Chief People Officer of CVS Health Corporation since September 2024;] [added: Prior to joining the Company, Ms. Capozzi was most recently the] Executive Vice President and Global Chief People Officer of McDonald’s Corporation from April 2020 through August [removed: 2024; Senior Vice President and Chief Human Resources Officer of The Boeing Company from April 2016 through April 2020.][added: 2024.]

Clark*, age [removed: 60,] [added: 61, has been the] Senior Vice [removed: President -] [added: President,] Controller and Chief Accounting Officer of CVS Health Corporation since November [removed: 2018; Vice President - Finance and Accounting of CVS Pharmacy, Inc. from September 2009 through October] 2018.

[removed: David Joyner*, age 60, President and Chief Executive Officer of CVS Health Corporation since October 2024;] [added: Prior to his current role with the Company, Mr. Joyner was most recently the] Executive Vice President of CVS Health Corporation and President of Pharmacy Services from January 2023 through October 2024; Strategic Business Advisor to gWell, Inc., a wellness technology company, from July 2021 through September 2023; [added: and] Advisor to Podimetrics Inc., a health care company focused on the identification and treatment of diabetic foot ulcers from September 2020 through January [removed: 2023; Advisory Council to the Rawls College of Business of Texas Tech University since July 2020; Executive Vice President – Sales and Account Services, CVS Caremark for CVS Health Corporation from March 2011 through December 2019.][added: 2023.]

[removed: Khichi*, age 57, Executive Vice President, Chief Policy Officer and General Counsel of CVS Health Corporation since February 2023;] [added: Prior to joining the Company, Mr. Khichi was most recently the] Executive Vice President, Corporate Development, Public Policy, Regulatory Affairs and General Counsel of Becton Dickinson [removed: Company (“BD”),] [added: Company,] a global medical technology company, from December 2017 through February [removed: 2023; Senior Vice President, General Counsel and Secretary of C.R. Bard, a medical technology company that was acquired from BD, from July 2014 through December 2017.][added: 2023.]

[removed: *Tilak Mandadi*, age 61, Executive Vice President, Ventures and] [added: Prior to joining the Company, Mr. Mandadi was most recently the] Chief [removed: Digital, Data, Analytics and Technology] [added: Strategy] Officer of [removed: CVS Health Corporation since July 2022; Chief Strategy Officer,] MGM Resorts International from July 2021 through July [removed: 2022;] [added: 2022 and the] Executive Vice President, Digital & Global Chief Technology [removed: Officer,] [added: Officer of] Disney Parks, Experiences and [removed: Products] [added: Products, a division of The Walt Disney Company,] from March 2013 through July 2021.

[removed: Nelson*, age 66, Executive Vice President and President, Aetna of CVS Health Corporation since November 2024;] [added: Prior to joining the Company, Mr. Nelson was most recently the] Chief Executive [removed: Officer,] [added: Officer of] ChenMed LLC (“ChenMed”), a health care provider focused on senior citizens, from February 2024 through August 2024; [removed: President,] [added: President of] ChenMed, from August 2023 through January 2024; [removed: President,] [added: President of] JenCare Senior Medical Center, a ChenMed company, from September 2022 through August 2023; [added: and] Co-Chairman and Chief Executive Officer of Duly Health and Care, a large multispecialty independent provider group, from July 2020 through September 2022.

[removed: Shah*, age 45, Executive Vice President and Group President of CVS Health Corporation since November 2024;] [added: Prior to his current role with the Company, Mr. Shah was most recently the] Executive Vice President and Chief Pharmacy Officer of CVS Health Corporation from November 2021 through November 2024 and President or Co-President of Retail from January 2022 through November [removed: 2024; Executive Vice President, Specialty and Product Innovation, CVS Caremark from August 2018 through November 2021; Vice President - Specialty Pharmacy, CVS Caremark from February 2013 through July 2018.][added: 2024.]

Capozzi*, age 56, has been the Executive Vice President and Chief People Officer of CVS Health Corporation since September 2024.

Prior to joining the Company, Mr. Clark was a partner at Deloitte & Touche LLP, an independent registered public accounting firm.

*Amy Compton-Philips*, age 62, has been the Executive Vice President and Chief Medical Officer of CVS Health Corporation since May 2025.

Prior to joining the Company, Dr. Compton-Philips was most recently the Chief Physician Executive of Press Ganey, a health care company known for developing and distributing patient satisfaction surveys, from September 2022 to April 2025 and the Chief Clinical Officer of Providence Health System, responsible for clinical operation, quality, pharmacy and clinical institutes from August 2015 to September 2022.

David Joyner*, age 61, has been the President and Chief Executive Officer of CVS Health Corporation since October 2024, and Chair of the Board of Directors of CVS Health Corporation since January 2026.

Mr. Joyner has also served on the Advisory Council to the Rawls College of Business of Texas Tech University since July 2020.

Khichi*, age 58, has been the Executive Vice President, Chief Policy Officer and General Counsel of CVS Health Corporation since February 2023.

*Tilak Mandadi*, age 62, has been the Executive Vice President, Ventures and Chief Experience and Technology Officer of CVS Health Corporation, or held the same role with a different title, since July 2022.

Nelson*, age 67, has been the Executive Vice President and President, Aetna of CVS Health Corporation since November 2024.

*Brian O.

Newman*, age 57, has been the Executive Vice President and Chief Financial Officer of CVS Health Corporation since May 2025.

Prior to joining the Company, Mr. Newman was most recently the Executive Vice President and Chief Financial Officer of United Parcel Service, Inc. from September 2019 through May 2024.

Shah*, age 46, has been the Executive Vice President and Group President of CVS Health Corporation since November 2024.

Mr. Shah was the Executive Vice President, Specialty and Product Innovation, CVS Caremark from August 2018 through November 2021.

*Thomas F.

Cowhey*, age 52, Executive Vice President and Chief Financial Officer of CVS Health Corporation since January 2024; Senior Vice President and Interim Chief Financial Officer of CVS Health Corporation from October 2023 through January 2024; Senior Vice President, Corporate Finance of CVS Health Corporation from September 2023 through October 2023; Senior Vice President, Capital Markets of CVS Health Corporation from February 2022 through September 2023; and Executive Vice President and Chief Financial Officer of Surgical Partners, a large independent operator of short-stay surgical facilities, from April 2018 through February 2022.

*Roger N.

Farah*, age 72, Executive Chair of the Board CVS Health Corporation since October 2024; Chair of the Board of CVS Health Corporation since May 2022; Director of CVS Health Corporation since November 2018; and Director of Aetna, Inc. from June 2007 through November 2018.

He also currently serves as a director of The Progressive Corporation, an auto insurance company, and formerly served as Chairman of the Board and a director of Tiffany & Co. until January 2021, and as a director of Metro Bank PLC until March 2020.

[removed: During 2024, 2023 and 2022, the] [added: The] quarterly cash dividend was [removed: $0.665, $0.605] [added: $0.665 per share in 2025] and [removed: $0.55] [added: 2024 and $0.605] per [removed: share, respectively.][added: share in 2023.]

CVS Health Corporation has paid cash dividends every quarter since becoming a public company and expects to maintain its quarterly dividend of $0.665 per share throughout [removed: 2025.][added: 2026.]

As of February [removed: 5, 2025,] [added: 4, 2026,] there were [removed: 21,818] [added: 20,648] registered holders of the registrant’s common stock according to the records maintained by the registrant’s transfer agent.

| In billions Authorization Date | | | Authorized | | | | | | Remaining as of December 31, [removed: 2024] [added: 2025] | | |

During the years ended December 31, [removed: 2024, 2023] [added: 2024] and [removed: 2022,] [added: 2023,] the Company repurchased an aggregate of 39.7 million shares of common stock for approximately $3.0 [removed: billion, an aggregate of 22.8 million shares of common stock for approximately $2.0] billion and an aggregate of [removed: 34.1] [added: 22.8] million shares of common stock for approximately [removed: $3.5] [added: $2.0] billion, respectively, each pursuant to the 2021 Repurchase Program.

Pursuant to the authorization under the 2021 Repurchase Program, the Company entered into a $3.0 billion fixed dollar ASR with Morgan Stanley & Co. [removed: LLC (“Morgan Stanley”).][added: LLC.]

The following graph compares the cumulative total shareholder return on CVS Health Corporation’s common stock (assuming reinvestment of dividends) with the cumulative total return on the S&P 500 Index, the S&P 500 [removed: Food and] [added: Consumer] Staples [removed: Retailing] [added: Distribution & Retail] Industry Group Index and the S&P 500 [removed: Healthcare] [added: Health Care] Sector [removed: Group] Index from December 31, [removed: 2019] [added: 2020] through December 31, [removed: 2024.][added: 2025.]

The graph assumes a $100 investment in shares of CVS Health Corporation’s common stock on December 31, [removed: 2019.][added: 2020.]

[removed: ][added: ]

| | | | [removed: 2019] [added: 2020] | | | | | | [removed: 2020] [added: 2021] | | | | | | [removed: 2021] [added: 2022] | | | | | | [removed: 2022] [added: 2023] | | | | | | [removed: 2023] [added: 2024] | | | | | | [removed: 2024] [added: 2025] | | |

(2)Includes [removed: 8] [added: 7] companies (COST, DG, DLTR, KR, SYY, TGT, [removed: WBA,] WMT).

(3)Includes [removed: 61] [added: 60] companies.

During the year ended December 31, 2025, the Company did not repurchase any shares of its common stock.

| CVS Health Corporation | | | $ | 100 | | | | | $ | 155 | | | | | $ | 143 | | | | | $ | 125 | | | | | $ | 74 | | | | | $ | 137 | |

| S&P 500 (1) | | | 100 | | | | | | 129 | | | | | | 105 | | | | | | 133 | | | | | | 166 | | | | | | 196 | | |

| S&P 500 Consumer Staples Distribution & Retail Industry Group Index (2) | | | 100 | | | | | | 125 | | | | | | 112 | | | | | | 130 | | | | | | 176 | | | | | | 191 | | |

| S&P 500 Health Care Sector Index (1) (3) | | | 100 | | | | | | 126 | | | | | | 124 | | | | | | 126 | | | | | | 129 | | | | | | 148 | | |

The forward contract was classified as an equity instrument and was recorded within capital surplus.

Pursuant to the authorization under the 2021 Repurchase Program, the Company entered into a $1.5 billion fixed dollar ASR with Barclays Bank PLC.

Upon payment of the $1.5 billion purchase price on January 4, 2022, the Company received a number of shares of CVS Health Corporation’s common stock equal to 80% of the $1.5 billion notional amount of the ASR or approximately 11.6 million shares, which were placed into treasury stock in January 2022.

The ASR was accounted for as an initial treasury stock transaction for $1.2 billion and a forward contract for $0.3 billion.

In February 2022, the Company received approximately 2.7 million shares of CVS Health Corporation’s common stock, representing the remaining 20% of the $1.5 billion notional amount of the ASR, thereby concluding the ASR.

These shares were placed into treasury stock and the forward contract was reclassified from capital surplus to treasury stock in February 2022.

| CVS Health Corporation | | | $ | 100 | | | | | $ | 95 | | | | | $ | 147 | | | | | $ | 136 | | | | | $ | 119 | | | | | $ | 70 | |

| S&P 500 (1) | | | 100 | | | | | | 118 | | | | | | 152 | | | | | | 125 | | | | | | 157 | | | | | | 197 | | |

| S&P 500 Food & Staples Retailing Group Index (2) | | | 100 | | | | | | 116 | | | | | | 146 | | | | | | 131 | | | | | | 151 | | | | | | 204 | | |

| S&P 500 Health Care Group Index (1) (3) | | | 100 | | | | | | 113 | | | | | | 143 | | | | | | 140 | | | | | | 143 | | | | | | 147 | | |

| [Consolidated Statements of Operations for the years ended December [removed: 31, 2024, 2023 and 2022](#i8a55793d673e4b4fbd3bff43443155d0_103)] [added: 31,](#i8f006d47a6ff48c6ab21092ce8532709_103) [2025](#i8f006d47a6ff48c6ab21092ce8532709_103)[,](#i8f006d47a6ff48c6ab21092ce8532709_103) [2024](#i8f006d47a6ff48c6ab21092ce8532709_103) [and](#i8f006d47a6ff48c6ab21092ce8532709_103) [2023](#i8f006d47a6ff48c6ab21092ce8532709_103)] | | | [removed: [104](#i8a55793d673e4b4fbd3bff43443155d0_103)] [added: [93](#i8f006d47a6ff48c6ab21092ce8532709_103)] | | |

| [Consolidated Statements of Comprehensive Income for the years ended December [removed: 31, 2024, 2023] [added: 31](#i8f006d47a6ff48c6ab21092ce8532709_106)[,](#i8f006d47a6ff48c6ab21092ce8532709_106) [2025, 2024] and [removed: 2022](#i8a55793d673e4b4fbd3bff43443155d0_106)] [added: 2023](#i8f006d47a6ff48c6ab21092ce8532709_106)] | | | [removed: [105](#i8a55793d673e4b4fbd3bff43443155d0_106)] [added: [94](#i8f006d47a6ff48c6ab21092ce8532709_106)] | | |

| [Consolidated Balance Sheets as of December [removed: 31, 2024] [added: 31](#i8f006d47a6ff48c6ab21092ce8532709_109)[,](#i8f006d47a6ff48c6ab21092ce8532709_109) [2025] and [removed: 2023](#i8a55793d673e4b4fbd3bff43443155d0_109)] [added: 2024](#i8f006d47a6ff48c6ab21092ce8532709_109)] | | | [removed: [106](#i8a55793d673e4b4fbd3bff43443155d0_109)] [added: [95](#i8f006d47a6ff48c6ab21092ce8532709_109)] | | |

| [Consolidated Statements of Cash Flows for the years ended December [removed: 31, 2024, 2023] [added: 31](#i8f006d47a6ff48c6ab21092ce8532709_112)[,](#i8f006d47a6ff48c6ab21092ce8532709_112) [2025, 2024] and [removed: 2022](#i8a55793d673e4b4fbd3bff43443155d0_112)] [added: 2023](#i8f006d47a6ff48c6ab21092ce8532709_112)] | | | [removed: [107](#i8a55793d673e4b4fbd3bff43443155d0_112)] [added: [96](#i8f006d47a6ff48c6ab21092ce8532709_112)] | | |

| [Consolidated Statements of Shareholders’ Equity for the years ended December [removed: 31, 2024, 2023] [added: 31](#i8f006d47a6ff48c6ab21092ce8532709_115)[,](#i8f006d47a6ff48c6ab21092ce8532709_115) [2025, 2024] and [removed: 2022](#i8a55793d673e4b4fbd3bff43443155d0_115)] [added: 2023](#i8f006d47a6ff48c6ab21092ce8532709_115)] | | | [removed: [109](#i8a55793d673e4b4fbd3bff43443155d0_115)] [added: [98](#i8f006d47a6ff48c6ab21092ce8532709_115)] | | |

| [Notes to Consolidated Financial [removed: Statements](#i8a55793d673e4b4fbd3bff43443155d0_118)] [added: Statements](#i8f006d47a6ff48c6ab21092ce8532709_118)] | | | [removed: [110](#i8a55793d673e4b4fbd3bff43443155d0_118)] [added: [99](#i8f006d47a6ff48c6ab21092ce8532709_118)] | | |

| [Reports of Independent Registered Public Accounting [removed: Firm](#i8a55793d673e4b4fbd3bff43443155d0_190)] [added: Firm](#i8f006d47a6ff48c6ab21092ce8532709_205)] (Public Company Accounting Oversight Board ID: 42) | | | [removed: [189](#i8a55793d673e4b4fbd3bff43443155d0_190)] [added: [171](#i8f006d47a6ff48c6ab21092ce8532709_205)] | | |

[Index to Consolidated Financial [removed: Statements](#i8a55793d673e4b4fbd3bff43443155d0_100)][added: Statements](#i8f006d47a6ff48c6ab21092ce8532709_100)]

| In millions, except per share amounts | | | [removed: 2024] [added: 2025] | | | | | | [removed: 2023] [added: 2024] | | | | | | [removed: 2022] [added: 2023] | | |

| Products | | | $ | [removed: 231,521] [added: 249,908] | | | | | $ | [removed: 245,138] [added: 231,521] | | | | | $ | [removed: 226,616] [added: 245,138] | |

| Premiums | | | [removed: 122,896] [added: 134,751] | | | | | | [removed: 99,192] [added: 122,896] | | | | | | [removed: 85,330] [added: 99,192] | | |

| Services | | | [removed: 16,239] [added: 15,175] | | | | | | [removed: 12,293] [added: 16,239] | | | | | | [removed: 9,683] [added: 12,293] | | |

| Net investment income | | | [removed: 2,153] [added: 2,233] | | | | | | [removed: 1,153] [added: 2,153] | | | | | | [removed: 838] [added: 1,153] | | |

| Total revenues | | | [removed: 372,809] [added: 402,067] | | | | | | [removed: 357,776] [added: 372,809] | | | | | | [removed: 322,467] [added: 357,776] | | |

| Cost of products sold | | | [removed: 206,287] [added: 221,167] | | | | | | [removed: 217,098] [added: 206,287] | | | | | | [removed: 196,892] [added: 217,098] | | |

| Health care costs | | | [removed: 115,121] [added: 125,538] | | | | | | [removed: 86,247] [added: 115,121] | | | | | | [removed: 71,073] [added: 86,247] | | |

| Operating expenses | | | [removed: 41,606] [added: 44,977] | | | | | | [removed: 39,832] [added: 41,706] | | | | | | [removed: 38,212] [added: 39,832] | | |

| Restructuring charges | | | [removed: 1,179] [added: —] | | | | | | [removed: 507] [added: 1,179] | | | | | | [removed: —] [added: 507] | | |

| Loss on assets held for sale | | | — | | | | | | [removed: 349] [added: —] | | | | | | [removed: 2,533] [added: 349] | | |

| Total operating costs | | | [removed: 364,293] [added: 397,407] | | | | | | [removed: 344,033] [added: 364,293] | | | | | | [removed: 314,513] [added: 344,033] | | |

| Operating income | | | [removed: 8,516] [added: 4,660] | | | | | | [removed: 13,743] [added: 8,516] | | | | | | [removed: 7,954] [added: 13,743] | | |

| Interest expense | | | [removed: 2,958] [added: (3,119)] | | | | | | [removed: 2,658] [added: (2,958)] | | | | | | [removed: 2,287] [added: (2,658)] | | |

| Gain on early extinguishment of debt | | | [removed: (491)] [added: —] | | | | | | [removed: —] [added: 491] | | | | | | — | | |

| Other income | | | [removed: (99)] [added: 112] | | | | | | [removed: (88)] [added: 99] | | | | | | [removed: (169)] [added: 88] | | |

| Income before income tax provision | | | [removed: 6,148] [added: 2,136] | | | | | | [removed: 11,173] [added: 6,148] | | | | | | [removed: 5,836] [added: 11,173] | | |

| Income tax provision | | | [removed: 1,562] [added: 408] | | | | | | [removed: 2,805] [added: 1,562] | | | | | | [removed: 1,509] [added: 2,805] | | |

| Net income | | | [removed: 4,586] [added: 1,728] | | | | | | [removed: 8,368] [added: 4,586] | | | | | | [removed: 4,327] [added: 8,368] | | |

| Net (income) loss attributable to noncontrolling interests | | | [removed: 28] [added: 40] | | | | | | [removed: (24)] [added: 28] | | | | | | [removed: (16)] [added: (24)] | | |

| Net income attributable to CVS Health | | | $ | [removed: 4,614] [added: 1,768] | | | | | $ | [removed: 8,344] [added: 4,614] | | | | | $ | [removed: 4,311] [added: 8,344] | |

| Basic | | | $ | [removed: 3.67] [added: 1.40] | | | | | $ | [removed: 6.49] [added: 3.67] | | | | | $ | [removed: 3.29] [added: 6.49] | |

| Diluted | | | $ | [removed: 3.66] [added: 1.39] | | | | | $ | [removed: 6.47] [added: 3.66] | | | | | $ | [removed: 3.26] [added: 6.47] | |

| Basic | | | [removed: 1,259] [added: 1,267] | | | | | | [removed: 1,285] [added: 1,259] | | | | | | [removed: 1,312] [added: 1,285] | | |

| Diluted | | | [removed: 1,262] [added: 1,271] | | | | | | [removed: 1,290] [added: 1,262] | | | | | | [removed: 1,323] [added: 1,290] | | |

| In millions | | | [removed: 2024] [added: 2025] | | | | | | [removed: 2023] [added: 2024] | | | | | | [removed: 2022] [added: 2023] | | |

| Net income | | | $ | [removed: 4,586] [added: 1,728] | | | | | $ | [removed: 8,368] [added: 4,586] | | | | | $ | [removed: 4,327] [added: 8,368] | |

| Net unrealized investment gains [removed: (losses)] | | | [removed: 30] [added: 605] | | | | | | [removed: 1,090] [added: 30] | | | | | | [removed: (2,317)] [added: 1,090] | | |

| Change in discount rate on long-duration insurance reserves | | | [removed: 113] [added: (50)] | | | | | | [removed: (67)] [added: 113] | | | | | | [removed: 870] [added: (67)] | | |

| Foreign currency translation adjustments | | | [removed: (4)] [added: 11] | | | | | | [removed: —] [added: (4)] | | | | | | — | | |

| Net cash flow hedges | | | [removed: (15)] [added: (13)] | | | | | | [removed: 5] [added: (15)] | | | | | | [removed: 17] [added: 5] | | |

| Pension and other postretirement benefits | | | [removed: 53] [added: (27)] | | | | | | [removed: (61)] [added: 53] | | | | | | [removed: (168)] [added: (61)] | | |

| Goodwill impairment | | | 5,725 | | | | | | — | | | | | | — | | |

| Gain on deconsolidation of subsidiary | | | 483 | | | | | | — | | | | | | — | | |

[Index to Consolidated Financial Statements](#i8f006d47a6ff48c6ab21092ce8532709_100)

[Index to Consolidated Financial Statements](#i8f006d47a6ff48c6ab21092ce8532709_100)

| In millions, except per share amounts | | | 2025 | | | | | | 2024 | | |

[Index to Consolidated Financial Statements](#i8f006d47a6ff48c6ab21092ce8532709_100)

[Index to Consolidated Financial Statements](#i8f006d47a6ff48c6ab21092ce8532709_100)

| Net income | | | $ | 1,728 | | | | | $ | 4,586 | | | | | $ | 8,368 | |

| Goodwill impairment | | | 5,725 | | | | | | — | | | | | | — | | |

| Loss on sale of subsidiary | | | 236 | | | | | | — | | | | | | — | | |

| Gain on deconsolidation of subsidiary | | | (483) | | | | | | — | | | | | | — | | |

[Index to Consolidated Financial Statements](#i8f006d47a6ff48c6ab21092ce8532709_100)

| Net income | | | — | | | — | | | | | | — | | | — | | | 1,768 | | | — | | | 1,768 | | | (40) | | | 1,728 | | |

| Balance at December 31, 2025 | | | 1,787 | | | (516) | | | | | | $ | 50,402 | | $ | (36,790) | | $ | 61,196 | | $ | 406 | | $ | 75,214 | | $ | 168 | | $ | 75,382 | |

[Index to Consolidated Financial Statements](#i8f006d47a6ff48c6ab21092ce8532709_100)

The Company exited the states in which Aetna operated on the Public Exchanges effective January 2026.

As of December 31, 2025, the Pharmacy & Consumer Wellness segment operated approximately 9,000 retail locations, as well

As a result of the timing of the receipt of the valuation information provided by the fund

| In millions | | | 2025 | | | | | | 2024 | | |

| In millions | | | 2025 | | | | | | 2024 | | |

During the fourth quarter of 2025, the Company performed its required annual impairment test of goodwill and concluded there were no goodwill impairments as of the testing date.

During the third quarter of 2025, the Company performed an interim goodwill impairment test of the Health Care Delivery reporting unit after determining there were indicators that the Health Care Delivery’s reporting unit’s goodwill may be impaired.

The results of the interim impairment test showed that the fair value of the Health Care Delivery reporting unit was lower than its carrying value, resulting in a $5.7 billion goodwill impairment charge recorded during the third quarter of 2025.

See Note 6 ‘‘Goodwill and Other Intangibles’’ for additional information about the Health Care Delivery reporting unit goodwill impairment.

of medical services provided to the Insured member.

rate curve and the locked-in discount rate at each cohort’s inception.

During the first quarter of 2025, the Company determined it had a premium deficiency in its individual exchange product line related to the remainder of the 2025 coverage year and, accordingly, recorded a premium deficiency reserve of $448 million.

The premium deficiency reserve consisted of a $17 million write-off of unamortized acquisition costs, which was recorded in operating expenses, and $431 million recorded in health care costs which was subsequently utilized throughout the remainder of 2025.

The Company did not have any premium deficiency reserves related to its individual exchange product line as of December 31, 2025.

Additionally, during the second quarter of 2025, the Company recorded a premium deficiency reserve of $471 million to health care costs related to its Group Medicare Advantage product line for the remainder of the 2025 coverage year, which was subsequently utilized throughout the remainder of 2025.

The Company did not have any premium deficiency reserves related to its Group Medicare Advantage product line as of December 31, 2025.

*2024 Activity*

fall within a certain range.

| Pharmacy | | | $ | — | | | | | $ | 181,109 | | | | | $ | 115,510 | | | | | $ | — | | | | | $ | (67,594) | | | | | $ | 229,025 | |

| Premiums | | | 134,749 | | | | | | — | | | | | | — | | | | | | 45 | | | | | | (43) | | | | | | 134,751 | | |

| Net investment income | | | 1,782 | | | | | | 20 | | | | | | — | | | | | | 431 | | | | | | — | | | | | | 2,233 | | |

| Other | | | 6,823 | | | | | | 9,296 | | | | | | 2,398 | | | | | | 8 | | | | | | (3,926) | | | | | | 14,599 | | |

| Total | | | $ | 143,354 | | | | | $ | 190,425 | | | | | $ | 139,367 | | | | | $ | 484 | | | | | $ | (71,563) | | | | | $ | 402,067 | |

| Pharmacy network (1) | | | | | | | | | $ | 101,775 | | | | | | | | | | | | | | | | | | | | | | | | | |

| Total | | | | | | | | | $ | 190,425 | | | | | | | | | | | | | | | | | | | | | | | | | |

| | | | | | |

| --- | --- | --- | --- | --- | --- |

| Opioid litigation charges | | | 100 | | | | | | — | | | | | | 5,803 | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| Proceeds from sale of subsidiaries (net of cash and restricted cash sold of $2,854 in 2022) | | | — | | | | | | — | | | | | | (1,249) | | |

| Gain on sale of subsidiaries | | | — | | | | | | — | | | | | | (475) | | |

| Balance at December 31, 2021 | | | 1,744 | | | (422) | | | | | | $ | 47,377 | | $ | (28,173) | | $ | 54,997 | | $ | 334 | | $ | 74,535 | | $ | 306 | | $ | 74,841 | |

_____________________________________________

Reclassifications

Certain prior year amounts have been reclassified to conform with the current year presentation.

Additionally, as a member of the Federal Home Loan Bank of Boston (“FHLBB”), a subsidiary of the Company is required to purchase and hold shares of the FHLBB.

These shares are restricted and carried at cost.

these actuarial principles and assumptions each period, with consideration to the variability of related factors.

the number of covered members recorded in the Company’s records at the time the billings are prepared.

future goods and services.

Revenue is recognized when control of the promised goods or services is transferred to customers in an amount that reflects the consideration the Company expects to be entitled to receive in exchange for those goods or services.

Each prescription claim represents a separate performance obligation of the Company, separate and distinct from other prescription claims under customer arrangements.

A significant portion of long-term care revenue from sales of pharmaceutical and medical products is reimbursed by the federal Medicare Part D program and, to a lesser extent, state Medicaid programs.

The Company monitors its revenues and receivables from these reimbursement sources, as well as long-term care facilities and other third-party insurance payors, and reduces revenue at the revenue recognition date to properly account for the variable consideration due to anticipated differences between billed and reimbursed amounts.

Accordingly, the total revenues and receivables reported in the Company’s consolidated financial statements are recorded at the amount expected to be ultimately received from these payors.

Patient co-payments associated with Medicare Part D, certain state Medicaid programs, Medicare Part B and certain third-party payors typically are not collected at the time products are delivered or services are rendered, but are billed to the individuals as part of normal billing procedures and subject to normal accounts receivable collections procedures.

| 2022 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| Pharmacy | | | $ | — | | | | | $ | 166,793 | | | | | $ | 83,480 | | | | | $ | — | | | | | $ | (45,154) | | | | | $ | 205,119 | |

| Premiums | | | 85,274 | | | | | | — | | | | | | — | | | | | | 56 | | | | | | — | | | | | | 85,330 | | |

| Net investment income (loss) | | | 476 | | | | | | — | | | | | | (44) | | | | | | 406 | | | | | | — | | | | | | 838 | | |

| Other | | | 5,600 | | | | | | 2,783 | | | | | | 2,380 | | | | | | 68 | | | | | | (2,431) | | | | | | 8,400 | | |

| Total | | | $ | 91,350 | | | | | $ | 169,576 | | | | | $ | 108,596 | | | | | $ | 530 | | | | | $ | (47,585) | | | | | $ | 322,467 | |

| Pharmacy network (1) | | | | | | | | | $ | 102,968 | | | | | | | | | | | | | | | | | | | | | | | | | |

| Other | | | | | | | | | 2,783 | | | | | | | | | | | | | | | | | | | | | | | | | | |

consolidated financial statements and tax basis of assets and liabilities using enacted tax rates in effect for the year or years in which the differences are expected to reverse.

or hold inventory on behalf of either company.

The carrying amount of these VIEs’ assets and liabilities are not material to the consolidated balance sheets.

Accountable Care Organizations (“ACOs”)

The Company is the sole member of certain ACOs which are considered VIEs.

CMS administers these programs where the goal of the program is to reward the ACO participants when specific quality metrics, established by the U.S. Department of Health and Human Services (“HHS”), are met and expenditures are lowered.

These ACOs have a risk model such that the ACOs can either share in both savings and losses or share in only the savings.

The governance structure of the VIEs does not provide the Company with the ultimate decision-making authority to direct the activities that most significantly impact the VIEs’ economic performance.

For certain ACO VIEs, the Company is ultimately liable for losses incurred or is required to secure and have sole authority over all aspects of the repayment of any shared losses incurred in the program in exchange for a higher percentage of savings and, accordingly, the Company is taking on the risk to absorb losses, resulting in a financial responsibility to ensure that

these VIEs operate as designed.

For these VIEs, the Company has determined it is the primary beneficiary and therefore consolidates the results of these ACOs.

The Company’s Chief Executive Officer and Chief Financial Officer, after evaluating the effectiveness of the design and operation of the Company’s disclosure controls and procedures (as defined in Rules 13a-15 (f) and 15d-15(f) under the Securities Exchange Act of 1934) as of December 31, [removed: 2024,] [added: 2025,] have concluded that as of such date the Company’s disclosure controls and procedures were adequate and effective at a reasonable assurance level and designed to ensure that material information relating to the Company and its consolidated subsidiaries would be made known to such officers on a timely basis.

In order to ensure the Company’s internal control over financial reporting is effective, management regularly assesses such control and did so most recently for its financial reporting as of December 31, [removed: 2024.][added: 2025.]

Based on management’s assessment, management concluded that the Company’s internal control over financial reporting is effective and provides reasonable assurance that assets are safeguarded and that the financial records are reliable for preparing financial statements as of December 31, [removed: 2024.][added: 2025.]

There has been no change in the Company’s internal control over financial reporting identified in connection with the evaluation required by paragraph (d) of Rule 13a-15 or Rule 15d-15 that occurred during the fourth quarter ended December 31, [removed: 2024] [added: 2025] that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting.

No events have occurred during the fourth quarter ended December 31, [removed: 2024] [added: 2025] that would require disclosure under this item.

During the year ended December 31, [removed: 2024,] [added: 2025,] none of our directors or executive officers adopted or terminated any contract, instruction or written plan for the purchase or sale of CVS Health Corporation securities that was intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) or any “non-Rule 10b5-1 trading arrangement.”

Our insider trading policy is filed as Exhibit [removed: 19] [added: 19.1] to this 10-K.

The following table summarizes information about the registrant’s common stock that may be issued upon the exercise of options, warrants and rights under all of the Company’s equity compensation plans as of December 31, [removed: 2024:][added: 2025:]

| Equity compensation plans approved by stockholders (2) | | | [removed: 29,794] [added: 28,026] | | | | | | $ | [removed: 72.14] [added: 73.90] | | | | | [removed: 33,423] [added: 27,081] | | |

| Equity compensation plans not approved by stockholders | | | [removed: 3,009(3)] [added: 1,404(3)] | | | | | | [removed: 53.54] [added: 52.46] | | | | | | — | | |

(1)Consists of: (i) [removed: 13,812 thousand] [added: 10.0 million] shares of common stock underlying outstanding options, (ii) [removed: 32 thousand] [added: 0.1 million] shares of common stock issuable upon the exercise of outstanding stock appreciation rights (“SARs”) and (iii) [removed: 18,959 thousand] [added: 19.3 million] shares of common stock issuable on the vesting of outstanding restricted stock units, [removed: deferred stock units and] performance stock units, assuming target level performance in the case of performance stock [added: units, and deferred stock] units.