CVS Health 8-K 2024-12-10

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 OR 15(d)

of The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): December 10, 2024

CVS HEALTH CORPORATION

(Exact name of registrant as specified in its charter)

Registrant’s telephone number, including area code: (401) 765-1500

Former name or former address, if changed since last report: N/A

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

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

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

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.  ☐

Section 8 - Other Events

On December 10, 2024, CVS Health Corporation, a Delaware corporation (the “Company”), issued and sold $2,250,000,000 aggregate principal amount of the Company’s 7.000% Fixed-to-Fixed Rate Series A Junior Subordinated Notes due 2055 (the “Series A Junior Subordinated Notes”) and $750,000,000 aggregate principal amount of the Company’s 6.750% Fixed-to-Fixed Rate Series B Junior Subordinated Notes due 2054 (the “Series B Junior Subordinated Notes,” and together with the Series A Junior Subordinated Notes, the “Notes”). The Notes were offered pursuant to the Company’s Registration Statement on Form S-3ASR, File No. 333-272200, dated May 25, 2023 (the “Registration Statement”).

The Notes are governed by and issued pursuant to a Subordinated Indenture dated May 25, 2007 between the Company and The Bank of New York Mellon Trust Company, N.A., as trustee (the “Base Indenture”), as supplemented by (i) the Second Supplemental Indenture, dated as of December 10, 2024 (the “Second Supplemental Indenture”), with respect to the Series A Junior Subordinated Notes and (ii) the Third Supplemental Indenture, dated as of December 10, 2024 (the “Third Supplemental Indenture” and together with the Second Supplemental Indenture, the “Supplemental Indentures”), with respect to the Series B Junior Subordinated Notes. The Company may issue additional subordinated debt securities from time to time pursuant to the Base Indenture. The Base Indenture and the Supplemental Indentures have been filed as Exhibits 4.1, 4.2 and 4.3 to this Current Report on Form 8-K and are incorporated by reference herein and into the Registration Statement. The forms of the Notes are filed as Exhibits 4.4 and 4.5 to this Current Report on Form 8-K and are incorporated by reference into the Registration Statement.

Section 9 – Financial Statements and Exhibits

The exhibits to this Current Report on Form 8-K are as follows:

INDEX TO EXHIBITS

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.