Cover and table of contents

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Cover and table of contents

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)

☑ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended September 30, 2025

or

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from _________ to_________

Commission File Number: 001-01011

cvshealtha39.jpg

CVS HEALTH CORPORATION

(Exact name of registrant as specified in its charter)

Delaware05-0494040
(State or other jurisdiction of incorporation or organization)(I.R.S. Employer Identification No.)
One CVS Drive, Woonsocket, Rhode Island02895
(Address of principal executive offices)(Zip Code)
Registrant’s telephone number, including area code:(401) 765-1500
Former name, former address and former fiscal year, if changed since last report:N/A

Securities registered pursuant to Section 12(b) of the Act:

Title of each classTrading Symbol(s)Name of each exchange on which registered
Common Stock, par value $0.01 per shareCVSNew York Stock Exchange

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. ☑ Yes ☐ No

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). ☑ Yes ☐ No

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer☑Accelerated filer☐
Non-accelerated filer☐Smaller reporting company☐
Emerging growth company☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). ☐ Yes ☑ No

As of October 22, 2025, the registrant had 1,269,432,485 shares of common stock issued and outstanding.

TABLE OF CONTENTS
Page
Part IFinancial Information
Item 1.Financial Statements1
Item 2.Management’s Discussion and Analysis of Financial Condition and Results of Operations48
Item 3.Quantitative and Qualitative Disclosures About Market Risk73
Item 4.Controls and Procedures73
Part IIOther Information
Item 1.Legal Proceedings74
Item 1A.Risk Factors74
Item 2.Unregistered Sales of Equity Securities and Use of Proceeds74
Item 3Defaults Upon Senior Securities74
Item 4.Mine Safety Disclosures74
Item 5.Other Information74
Item 6.Exhibits75
Signatures76

Form 10-Q Table of Contents

**Part I.**Financial Information

Next: Item 1. Financial Statements