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

Additional risks and uncertainties not presently known to us or that we currently believe to be immaterial may also [added: materially and] adversely affect us.

If we fail to appropriately predict, price for and manage healthcare costs, the profitability of our products and services could decline, which could [removed: materially] adversely affect our business, cash flows, financial condition and results of operations.

Our profitability depends on [removed: accurately predicting] [added: our ability to appropriately predict] and [removed: pricing] [added: price] for healthcare costs.

[removed: Profitability is] [added: It] also [removed: dependent] [added: depends] on our ability to manage future healthcare costs through medical management, product design, negotiation of favorable provider contracts and underwriting criteria.

Numerous factors affecting healthcare costs may adversely affect our ability to predict and manage such costs, and [removed: may] [added: could adversely] impact our business, cash flows, financial condition and results of operations.

These factors include, among others: changes in healthcare practices; healthcare utilization patterns; demographic characteristics including the aging population; previously uninsured members entering the healthcare system; short and long-term risks associated with our members' lifestyle decisions; medical cost inflation; increased labor costs; provider and member fraud; evolution of new technologies, drugs and treatments; increased cost of individual services; increased number and cost of prescription drugs; direct-to-consumer marketing by drug manufacturers; clusters of high cost cases; increased use of services, including resulting from pandemics, large-scale medical emergencies, [removed: increasing] natural [added: disasters, geopolitical instability and other public health crises; and new mandated benefits and treatment guidelines and changes to other regulations impacting our business.]

Legislation, regulation enforcement activity and judicial decisions that cause the Public Exchange to operate in a manner different than we projected in setting premium rates, including [removed: the] [added: any] potential [added: changes relating to the] expiration of enhanced PTCs at the end of 2025, could affect our results.

In addition, any variation from our cost expectations regarding acuity, enrollment levels, adverse selection, or other assumptions utilized in setting premium rates, could have [removed: a material] [added: an] adverse effect on our results of operations, financial position, and cash flows.

Other factors affecting our pharmaceutical costs include, but are not limited to, existing prices, geographical variation in utilization of new FDA-approved pharmaceuticals and new FDA-approved indications for existing pharmaceuticals, [added: current] and [added: potential future tariffs and] changes in discounts.

Factors that have contributed, and may continue to contribute, to a reduction in enrollment include: reductions in workforce by existing customers; a reduction in Medicaid membership due to the [removed: end of the temporary suspension] [added: implementation] of [added: more stringent] eligibility redetermination [removed: for Medicaid recipients in response to the COVID-19 pandemic;] [added: protocols by state agencies;] a general economic upturn that results in fewer individuals being eligible for Medicaid programs; a general economic downturn that results in business failures and high unemployment rates; employers no longer offering certain healthcare coverage as an employee benefit or electing to offer coverage on a voluntary, employee-funded basis; participation on Public Exchanges; federal and state regulatory [removed: changes;] [added: changes, including Medicaid community engagement requirements; changes in procurement practices or funding structures by government agencies;] failure to obtain new customers or retain existing customers; premium increases and benefit changes; our exit from a specific [removed: market;] [added: market or health plan offering;] negative publicity and news coverage; [removed: and,] [added: and] failure to attain or maintain nationally recognized accreditations.

The states in which we operate with the largest concentrations of revenues include California, [removed: Virginia,] New York, [removed: Ohio,] [added: Virginia,] Indiana, [removed: Florida, Texas] [added: Ohio, Georgia, Florida] and [removed: Georgia.][added: Texas.]

If any such negative economic conditions [removed: do not] [added: fail to] improve, we may experience a reduction in existing and new business, which could have [removed: a material] [added: an] adverse effect on our business, cash flows, financial condition and results of operations.

A cyber-attack or other privacy or data security incident sustained by us or third parties we rely on could result in an unauthorized disclosure of sensitive or confidential information, cause a loss of data, disrupt our operations, give rise to remediation or other expenses, expose us to liability under our [removed: contracts,] [added: contracts and] federal, state and international laws, and subject us to litigation and investigations, which could have an adverse effect on our business, reputation, cash flows, financial condition and results of operations.

As part of our normal operations, we collect, [removed: store,] process, retain and analyze certain sensitive and confidential information, including personal information subject to privacy, security and data breach notification requirements.

In addition, because the techniques used to obtain unauthorized access, disable, disrupt or degrade service or sabotage systems change frequently, are becoming increasingly sophisticated (in part due to the use of evolving technologies), and may not immediately produce signs of intrusion, we may be unable to anticipate these techniques and threats, timely discover or counter them or implement adequate [removed: preventative measures.]

Any such future litigation or governmental investigation could divert the attention of management from the operation of our business, result in reputational damage and have [removed: a material] [added: an] adverse impact on our business, cash flows, financial condition, and results of operations.

Noncompliance with any privacy, security or data protection laws and regulations, or any security breach, cyber-attack or cybersecurity breach, and any incident involving the misappropriation, [added: compromise,] exfiltration, theft, loss or other unauthorized disclosure or use of, or access to, sensitive or confidential information, whether by us or by one of our third-party service providers or their vendors, previously have and could in the future require us to expend significant resources to continue to modify or enhance our protective measures and to remediate any damage.

In addition, this could negatively affect our operations, cause system disruptions, damage our reputation, cause membership losses and contract breaches, expose us or our members to the risk of financial or medical [added: identity theft, and result in regulatory enforcement actions, material fines and penalties, litigation or other actions that could have an adverse effect on our business, cash flows, financial condition and results of operations.]

[removed: identity theft, and result in regulatory enforcement actions, material fines and penalties, litigation or other actions that could have] [added: As] a [removed: material] [added: result, termination of the license agreements would have an] adverse effect on our business, cash flows, financial condition and results of operations.

We use de-identified and aggregated [added: data, and sell such] data to [added: third-parties, to] create analytic models designed to predict, and potentially improve, outcomes and patient care.

Changes in existing laws or regulations applicable to these programs, or their interpretations, are difficult to predict and could have [removed: a material] [added: an] adverse effect on our business, cash flows, financial condition and results of operations.

Revenues from the Medicare and Medicaid programs are determined, in whole or in part, by the federal government and/or applicable state governments, and base premium rates paid by each state or federal agency differ depending upon a combination of factors such as defined upper payment limits, a member’s health status, age, gender, county or region, benefit mix, member [removed: eligibility category and risk scores.]

For example, CMS made significant changes to the structure of the hierarchical condition category model in version 28, which [removed: may impact] [added: impacted] risk adjustment factor (“RAF”) scores for a larger percentage of Medicare Advantage beneficiaries and [removed: could result] [added: resulted] in changes to beneficiary RAF scores [removed: with or without] [added: regardless of] a change in the patient’s health status.

[added: Actual results may be materially] different than our assumptions and estimates and could have [removed: a material] [added: an] adverse effect on our business, financial condition and results of operations.

Further, our state Medicaid contracts have not always been renewed, we have not always been awarded new contracts as a result of the competitive procurement process, and in some cases, we have lost members under existing contracts as a result of a post-award challenge by unsuccessful bidders, each of which could take place in the future and have [removed: a material] [added: an] adverse effect on our business, cash flows, financial condition and results of operations.

CMS released our [removed: 2025] [added: 2026] Star Ratings in October [removed: 2024,] [added: 2025,] which will be used to determine our Medicare Advantage plans' quality bonus payments in [removed: 2026.][added: 2027.]

[removed: Further, if] [added: If] we do not [removed: improve] [added: maintain] our Star [removed: Ratings,] [added: Ratings in future years,] or if quality-based bonus payments are reduced or eliminated, we [removed: will] [added: would likely] experience [removed: further] [added: a] negative impact on our revenues and the benefits that our plans can offer, which could [removed: materially and] adversely affect the marketability of our plans, our ability to expand our business, our membership levels, [added: and our] results of operations, financial condition and cash flows.

[removed: Certain of our contracts currently have pending RADV audits] by CMS and the HHS Office of Inspector General that are awaiting CMS finalization.

These governmental audits, or changes in how these audits are conducted, including changes that may result from the final RADV Audit rule that was issued in 2023, and our internal reviews, [removed: have,] [added: have resulted,] and could in the [removed: future, result] [added: future result,] in reports or disclosures for prior, current or future filing years to federal or state regulatory agencies, submission of data corrections, and/or significant adjustments in payments made to our health plans and future Medicare Advantage bids, which could adversely affect our financial condition and results of operations.

If we fail to report and correct errors discovered through our own auditing procedures, during a RADV or RAC audit or during state regulatory audits, or otherwise fail to comply with applicable laws and regulations, we could be subject to fines, civil penalties or other sanctions, which could have [removed: a material] [added: an] adverse effect on our ability to participate in these programs, and on our financial condition, cash flows and results of operations.

In addition, price transparency initiatives, such as the Health Plan Transparency [added: in Coverage] Rule, may impact our ability to obtain or maintain favorable contract terms.

[added: If a Medicare Advantage, MMP or Medicare Part D contract pays minimum] MLR rebates for three consecutive years, it will become ineligible to enroll new members.

A shift of enrollees from more profitable products to less profitable products could have [removed: a material] [added: an] adverse effect on our cash flows, financial condition and results of operations.

Both our lack of contracts with certain providers and the development of new federal and state laws could result in significant litigation or arbitration proceedings, [removed: to the extent] [added: including instances in which] a provider attempts to obtain payment from our members for the difference between the amount we have paid and the amount they have charged, or other increases in rates paid to out-of-network providers.

We delegate certain pharmacy benefit manager services, including, but not limited to, claims adjudication, pharmacy network administration, rebate administration, [added: and] advanced home delivery back-end [removed: dispensing, and customer service,] [added: dispensing] to CVS pursuant to the CVS Agreement.

If CVS fails to provide pharmacy benefit manager services as contractually required, we may not be able to meet the full demands of our customers, which could have [removed: a material] [added: an] adverse effect on our business, reputation and results of operations.

Our information systems require an ongoing investment, commitment of significant resources to maintain, integrate, upgrade, enhance and expand existing systems, and development of new [added: systems, including] systems [added: powered by or incorporating AI and machine learning (including generative AI),] to keep pace with continuing changes in information processing technology, emerging cybersecurity risks, changing customer preferences, evolving industry and regulatory standards and legal requirements, including as a result of the ACA, the Health Plan Transparency Rule, the 2021 Appropriations Act and federal data interoperability regulations.

Failure to adequately implement, consolidate, integrate, streamline, maintain and upgrade effective and efficient information systems, including those powered by or incorporating AI, with sufficiently advanced technological capabilities could result in investigations, audits, fines and penalties, competitive and cost disadvantages to us compared to our competitors, contractual damages, and diversion of management’s time, and could have [removed: a material] [added: an] adverse effect on our business, financial condition and results of operations.

Failure or disruption of our performance of, or our ability to perform, key business functions, including as a result of the unavailability [added: of,] or cyber-attack [removed: of] [added: on,] our information technology systems or those of third parties (including cloud service providers), could decrease response times, lower levels of service satisfaction and harm our reputation and brand.

Our failure to implement adequate business continuity and disaster recovery strategies could significantly reduce our ability to provide products and services to our customers and members, which could have [removed: a material] [added: an] adverse effect on our business and results of operations.

preventative measures.

eligibility category and risk scores.

CMS has made, and continues to make, changes to its Star Rating program that have impacted, and continue to impact, the ability of plans to achieve Star Ratings of 4.0 or higher.

Our 2026 Star Ratings reflect that approximately 59% of our Medicare Advantage members are enrolled in plans rated at least 4.0 stars or higher, or the equivalent, compared to approximately 40% of our Medicare Advantage members being in plans with 2025 Star Ratings of at least 4.0 stars.

Uncertainties with respect to future changes to the Star Rating System, which are not determined until after the relevant measurement period, continue to make accurate predictions of each Medicare Advantage plan’s Star Ratings more challenging.

Certain of our contracts currently have pending RADV audits

Further ongoing regulatory developments or judicial interpretations may continue to shift payment responsibilities or calculation methodologies in ways that increase our costs.

If the information systems we rely upon to run our business were found to be inaccurate or unreliable or if we fail to adequately maintain, upgrade, enhance, expand and protect our information systems, security controls and data integrity

Any of these developments could adversely impact our business and results of operations.

Furthermore, legislative or regulatory actions intended to address rising health-care costs or affordability concerns may result in the imposition of additional requirements on health insurers, including mandated benefits, restrictions on premium increases, or other pricing limitations, which could increase costs, constrain pricing flexibility, and adversely affect our financial condition and results of operations.

operations could be adversely affected.

services.

Further, payment disputes with third party payers may result in unexpected reduction in payments or significantly delayed payments for health-care services delivered which may adversely affect our business, cash flows, financial condition and results of operations.

In addition, the design of certain of our software products may expose us to allegations of intellectual property infringement and/or intellectual property infringement litigation, which could result in adverse outcomes.

These new and changing laws and regulations include or could include changes to compensation, prohibitions or limitations on spread pricing contracting, requirements regarding rebates and/or fees, additional data reporting to plan sponsors and public sources, restrictions on the development and use of formularies and other utilization management tools, the use of average wholesale prices or other pricing benchmarks, pricing for

specialty pharmaceuticals, limited access to networks, prohibitions on pharmacy steering and pharmacy network reimbursement methodologies, and reporting requirements, as well as greater state regulation of pharmacy benefit managers, their ownership of pharmacy services and state involvement in the self-insured and Medicare Part D markets, which are typically preempted by federal law.

Recently, California enacted legislation that significantly regulates pharmacy benefit managers and pharmacy pricing practices.

The law imposes requirements related to price transparency, restrictions on spread pricing, rebate pass-through obligations, licensing, and fiduciary duties.

In addition, Congress recently passed the Consolidated Appropriations Act of 2026, which includes pharmacy benefit manager reforms requiring pharmacy benefit managers to remit all rebates, fees (other than bona fide service fees), and other remuneration received from entities such as manufacturers and group purchasing organizations to commercial plan sponsors, and to provide detailed commercial claims reporting, effective thirty months after enactment.

The legislation also imposes extensive reporting requirements and delinks pharmacy benefit manager compensation in Medicare Part D by prohibiting pharmacy benefit managers from receiving remuneration related to Part D drugs in any form other than bona fide service fees that cannot be based on a drug’s price, effective in 2028.

There continues to be the potential that similar or additional legislation may be adopted at the state or federal level.

regulatory approval.

In addition, legislative reforms such as the regulation issued by HHS related to rebates and the

with accrued and unpaid interest.

- failure of our corporate governance policies or procedures or breakdowns in oversight that could impair risk management, compliance, or strategic execution.

\-38-

\-23-

disasters in connection with climate change, geopolitical instability and other public health crises; and new mandated benefits and treatment guidelines and changes to other regulations impacting our business.

Actual results may be materially

CMS continues to change its rating system to make achieving and maintaining a 4.0 or higher Star Rating more difficult.

Based on our membership at September 1, 2024, 38% of our Medicare Advantage members were in plans with 2025 Star Ratings of at least 4.0 Stars, compared to 53% of our Medicare Advantage members being in plans with 2024 Star Ratings of at least 4.0 Stars (based on our 2024 Star Ratings, as recalculated by CMS).

This change in our 2025 Star Ratings is expected to negatively impact our Medicare quality bonus payments, plan level rebates and operating revenue beginning in 2026, and our enrollment may be negatively impacted as consumers seek higher rated plans.

If a Medicare Advantage, MMP or Medicare Part D contract pays minimum

Although Medicaid eligibility redeterminations following COVID-19 suspensions slowed throughout 2024, CMS has provided that states have until December 31, 2025, to complete these eligibility redeterminations.

MLR and rebates related thereto; claims related to privacy, intellectual property and vendor disputes; claims related to our use of personal information and other proprietary data; and, customer audits and contract performance, including government contracts.

These new and changing laws and regulations include the regulation that was issued by HHS in November 2020 (but delayed to 2032 by the Inflation Reduction Act) related to drug manufacturer rebates, Medicaid spread pricing contract arrangements, the pricing of pharmaceuticals, the 2021 Appropriations Act provisions on drug price reporting and potential new regulations or legislation regarding commercial spread pricing, rebates, fees from pharmaceutical companies, the development and use of formularies and other utilization management tools, pharmacy benefit manager compensation, the use of average wholesale prices or other pricing benchmarks, pricing for specialty pharmaceuticals, limited access to networks, prohibitions on pharmacy steering and pharmacy network reimbursement methodologies, and reporting requirements, as well as greater state regulation of pharmacy benefit managers and state involvement in the self-insured and Medicare Part D markets, which are typically preempted by federal law.

Furthermore,

An inability to retain and attract associates and executives could have a material adverse effect on our business, cash flows, financial condition and results of operations.

- failure of our corporate governance policies or procedures.

This MD&A generally discusses [removed: 2024] [added: 2025] and [removed: 2023] [added: 2024] items and year-over-year comparisons between [removed: 2024] [added: 2025] and [removed: 2023.][added: 2024.]

A detailed discussion of [removed: 2022] [added: 2023] items and year-over-year comparisons between [removed: 2023] [added: 2024] and [removed: 2022] [added: 2023] that are not included in this Annual Report on Form 10-K can be found in “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in Part II, Item 7 included in our Annual Report on Form 10-K for the year ended December 31, [removed: 2023.][added: 2024.]

We are one of the largest health insurers in the United States in terms of medical membership, serving approximately [removed: 45.7] [added: 45.2] million medical members through our affiliated health plans as of December 31, [removed: 2024.][added: 2025.]

Through various subsidiaries, we also offer pharmacy services through our CarelonRx business, and other healthcare related services as Carelon [removed: Insights and Carelon Health.][added: Services.]

[removed: We have organized our brand] [added: Our] portfolio [removed: into] [added: consists of] the following core go-to-market brands:

- Anthem Blue Cross/Anthem Blue Cross and Blue Shield — represents our Anthem-branded and affiliated Blue Cross and/or Blue Shield licensed [added: Medicare, Medicaid, and commercial Health Benefit] plans;

- Carelon — [removed: this brand brings together] [added: represents] our healthcare related services and capabilities, including our CarelonRx and Carelon Services [removed: businesses, under a single brand name.][added: businesses.]

This information is not intended to be considered in isolation or as a substitute for income before income tax expense, net income or fully-diluted shareholders’ earnings per share [removed: (“EPS”) prepared in accordance with GAAP.]

For additional details on operating gain, see our “Reportable Segments Results [added: of Operations” discussion included in this MD&A.]

The acquisition or loss of a significant block of business would likely impact staffing levels [removed: and] [added: and,] thus, associated compensation expense.

Our results of operations depend in large part on our ability to accurately predict and effectively manage healthcare costs through effective contracting with providers of care to our members, product pricing, medical management and health and wellness programs, including service coordination and case management for addressing complex and specialized healthcare needs, innovative product design and our ability to maintain or achieve improvement in our Centers for Medicare [removed: and] [added: &] Medicaid [removed: Services Star Ratings.]

[added: Several economic factors related to healthcare costs, such as regulatory mandates of] coverage as well as direct-to-consumer advertising by providers and pharmaceutical companies, have a direct impact on the volume of care consumed by our members.

For additional information about our [removed: business and reportable segments,] [added: organization,] see Part I, Item [removed: 1] [added: 1,] “Business” and Note 20, “Segment Information” of the Notes to Consolidated Financial Statements included in Part II, Item 8 of this Annual Report on Form 10-K.

[added: *Affordable Care Act*:] We continue to participate in the Individual state- or federally-facilitated marketplaces [removed: (“the Public] [added: (the “Public] Exchange”) in nearly all of our Anthem Blue Cross and Anthem Blue Cross and Blue Shield service areas.

[removed: Additionally,] [added: In 2025,] we [removed: are entering] [added: expanded our operations into] select service areas in Florida, Maryland, and Texas [removed: in 2025, using] [added: through] our Simply Healthcare and Wellpoint [removed: brands, and we are actively evaluating expansion opportunities in additional marketplaces beyond 2025.][added: brands.]

[added: *CarelonRx*:] CarelonRx markets and offers pharmacy services to our affiliated health plan customers throughout the [removed: country, as well as] [added: country and] to customers outside of the health plans we own.

The impact of this deferral can be significant in the period in which the increased premium rates are first recognized depending on the magnitude of the premium rate increase, the number of members to which it applies and the length of the delay between the [added: effective date of the rate increase and the final contract date.]

There are many drivers of medical cost trends that can cause variance from our estimates, such as changes in the level and mix of services utilized, regulatory changes, aging of the population, health status and other demographic characteristics of our members, epidemics, pandemics, advances in medical technology, new high-cost prescription drugs, new indications of existing prescription drugs, provider contracting inflation, labor costs and healthcare [removed: provider or member fraud.][added: fraud, waste and abuse.]

For additional discussion regarding business trends, see Part I, Item [removed: 1] [added: 1,] “Business” of this Annual Report on Form 10-K.

The Consolidated Appropriations Act of [removed: 2023, decoupled] [added: 2023 separated] Medicaid eligibility redeterminations from the COVID-19 Public Health Emergency initially declared in January 2020.

[removed: The Inflation Reduction Act of 2022 contains a variety of] [added: These] provisions [removed: that have impacted, and continue to impact our business including by] [added: include] extending the American Rescue Plan Act of 2021's enhanced [removed: Premium Tax Credits (“PTC”)] [added: PTCs] through 2025; imposing a new corporate alternative minimum tax; [removed: providing] [added: establishing] a one percent excise tax on repurchases of [removed: stock; allowing] [added: stock by issuers; authorizing] CMS to negotiate prices on a limited set of [added: Medicare] prescription drugs [removed: in Medicare effective] [added: beginning] in 2026; instituting caps on insulin cost sharing in Medicare; redesigning the Medicare Part D benefit; requiring drug manufacturers to pay rebates if prices increase beyond inflation; and delaying the implementation of the Trump Administration Medicare drug rebate rule until at least 2032.

In September 2024, the [removed: Tri-Agencies] [added: HHS, the U.S. Department of Labor, and the U.S. Department of the Treasury (collectively, the “Tri-Agencies”)] issued final regulations related to mental health parity that will require health plans to make administrative and operational changes to comply with these final regulations.

While some provisions became effective on January 1, 2025, additional guidance from the Tri-Agencies [removed: will be] [added: is] necessary to assess the full impact of these regulations on our operations and financial results.

Litigation has been filed challenging the final [removed: regulation and is pending court action.][added: regulations.]

[added: The ACA continues to impact our business and results of operations, including pricing, minimum] medical loss ratios, and the geographies in which our products are available.

For additional discussion regarding regulatory trends and uncertainties, and risk factors that could cause actual results to differ materially from those contained in forward-looking statements made in this Annual Report on Form 10-K, see Part I, Item [removed: 1] [added: 1,] “Business-*Regulation*” and Part I, Item [removed: 1A] [added: 1A,] “Risk Factors.”

For additional information, see Note [removed: 4,] [added: 3,] “Business [removed: Optimization Initiatives,” and Note 18, “Leases,”] [added: Acquisitions”] of the Notes to Consolidated Financial Statements included in Part II, Item 8 of this Annual Report on Form 10-K.

Our [removed: 2024] [added: 2025] Star Ratings, which are used for payment year [removed: 2025,] [added: 2026,] reflect that [removed: 53%] [added: approximately 40%] of our Medicare Advantage members were enrolled in plans rated at least 4.0 Stars or higher.

CMS released our [removed: 2025] [added: 2026] Star Ratings in October [removed: 2024,] [added: 2025,] which will be used to determine our Medicare Advantage bonus payments in [removed: 2026.][added: 2027.]

Our [removed: 2025 Star] [added: 2026 Stars] Ratings reflect that [removed: 38%] [added: approximately 59%] of our Medicare Advantage members [removed: were] [added: are] enrolled in plans rated at least 4.0 Stars or [removed: higher.][added: higher, or the equivalent.]

Business [removed: Acquisitions and Divestitures][added: Acquisitions]

This acquisition aligns with our strategic plan to grow the Health Benefits segment and leverage industry-leading expertise while serving Medicaid and dual-eligible [added: Medicaid/Medicare] populations.

For additional information, see Note 3, “Business [removed: Acquisitions] [added: Acquisitions,”] and [removed: Divestitures,”] [added: Note 10, “Goodwill and Other Intangible Assets,”] of the Notes to Consolidated Financial Statements included in Part II, Item 8 of this Annual Report on Form 10-K.

We [removed: are] [added: have been] a defendant in multiple lawsuits that were initially filed in 2012 against the BCBSA and Blue Cross and/or Blue Shield licensees (the “Blue plans”) across the country.

[removed: Cases filed in 28 states were] [added: These cases have been] consolidated into a single, multi-district proceeding captioned *In re Blue Cross Blue Shield Antitrust Litigation* (“BCBSA [removed: Litigation”),] [added: Litigation”)] that is pending before the U.S. District Court for the Northern District of Alabama (the “Court”).

Generally, the lawsuits in the BCBSA Litigation challenge elements of the licensing agreements between the BCBSA and the independently owned and operated Blue [removed: plans.][added: plans along with other arrangements in violation of the Sherman Antitrust Act and related state laws.]

The cases were brought by two [removed: putative] nationwide classes of plaintiffs, health plan subscribers and providers.

The [removed: BCBSA and Blue plans approved a settlement agreement and release with the subscriber plaintiffs (the “Subscriber Settlement Agreement”), and the] ultimate amount paid by the Company under the Subscriber Settlement Agreement was $604, which was primarily accrued in 2020.

The BCBSA and the Blue plans [removed: have] approved a settlement agreement and release (the “Provider Settlement Agreement”) with the provider plaintiffs, and in October 2024, the provider plaintiffs filed a motion for preliminary approval with the Court.

The Court granted preliminary approval of the Provider Settlement Agreement [removed: on] [added: in] December [removed: 4,] 2024.

- Wellpoint — represents our Wellpoint branded Medicare, Medicaid and commercial Health Benefit plans and other non-BCBSA brands; and

(“EPS”) prepared in accordance with GAAP.

Services (“CMS”) Star Ratings.

Membership shifts from Medicaid into our Individual ACA (as defined below) business following the redetermination process that began in April 2023, together with lower membership effectuation rates, particularly in geographies with high concentrations of highly subsidized members, have driven a market-wide increase in morbidity, resulting in elevated medical cost trends.

Medicaid cost trends remain elevated due to higher population acuity and increased utilization of services.

In response, we are working on program improvements in partnership with the states, strengthening care management, and optimizing our clinical strategy to improve effectiveness and lower costs.

Pricing of the Medicare and Medicaid programs may not adequately reflect current underlying healthcare cost trends given the timing lag between when pricing is established and the start of the applicable contract, which could adversely affect our financial results.

Going forward, we expect the Public Exchange to be influenced by policy and regulatory changes, particularly around federal subsidies, compliance requirements, and market stability.

The federal budget reconciliation legislation, known as the One Big Beautiful Bill Act (the “OBBBA”) was signed into law on July 4, 2025.

The OBBBA includes provisions that could impact our business and operations including: requiring more frequent Medicaid redeterminations for beneficiaries receiving coverage under a state's Medicaid expansion program implemented pursuant to the Patient Protection and Affordable Care Act and the Health Care and Education Reconciliation Act of 2010, as amended, (collectively, the “ACA”); imposing work or community engagement requirements on certain adults in the ACA Medicaid expansion population; and requiring specific cost-sharing for certain services used by adults in the ACA Medicaid expansion population.

The OBBBA also makes changes to federal requirements regarding Medicaid state directed payments and provider taxes, including taxes on managed care organizations; delays implementation of Medicaid final regulations on certain eligibility and enrollment provisions; reduces the allowable home equity asset threshold for individuals seeking eligibility for long-term care under Medicaid; establishes a new Rural Health Transformation program; eliminates the repayment limit for excess advanced Premium Tax Credits (“PTCs”) under the ACA; modifies the rules regarding Health Savings Account (“HSA”) eligible plans under the ACA and makes permanent an extension of the safe harbor first established under the Coronavirus Aid, Relief, and Economic Security Act, allowing pre-deductible coverage of telehealth services for HSA eligible high-deductible health plans; among other provisions.

Additional federal and state guidance is being issued to implement these OBBBA provisions.

Implementation dates vary, with many provisions impacting commercial plans effective January 1, 2026, and many Medicaid-related provisions effective in 2027 and 2028.

States may choose to implement certain Medicaid provisions as early as 2026.

In February 2026, Congress passed the Consolidated Appropriations Act, which includes pharmacy benefit manager reforms requiring pharmacy benefit managers to remit all rebates, fees (other than bona fide service fees), and other remuneration received from entities such as manufacturers and group purchasing organizations to commercial plan sponsors, and to provide detailed commercial claims reporting, effective thirty months after enactment.

The legislation also imposes extensive reporting requirements and delinks pharmacy benefit manager compensation in Medicare Part D by prohibiting pharmacy benefit managers from receiving remuneration related to Part D drugs in any form other than bona fide service fees that cannot be based on a drug’s price, effective in 2028.

In addition, in June 2025, CMS finalized the Marketplace Integrity and Affordability Regulation, which modifies the Public exchange open enrollment period beginning in plan year 2027 and eligibility for PTCs, among other requirements.

In September 2025, a federal court delayed the effective dates for several provisions of the Marketplace Integrity and Affordability Regulation pending the resolution of ongoing litigation challenging the legality of those provisions.

Also, in September 2025, CMS issued guidance modifying eligibility requirements for ACA catastrophic plans.

CMS required states to complete Medicaid eligibility redeterminations by December 31, 2025.

In addition, subsequent budget reconciliation legislation enacted during 2023-2025 included provisions affecting Medicaid eligibility enrollment and program financing, which may influence state Medicaid policies and beneficiary coverage dynamics over time.

The Inflation Reduction Act of 2022 (“IRA”) includes several provisions that have impacted, and continue to impact, our business.

From 2021 to 2025, Individual market enrollment grew significantly, driven in part by enhanced PTCs, which reduced Public Exchange coverage premiums for individuals who qualified.

This, in combination with lower membership effectuation rates, particularly in geographies with high concentrations of highly subsidized members, have driven a market-wide increase in morbidity, resulting in elevated medical cost trends.

The enhanced PTCs expired on December 31, 2025.

As a result, the amount of Public Exchange coverage premiums may increase for those individuals previously receiving the enhanced PTCs, which may negatively impact individual market enrollment.

For example, in May 2025, CMS announced plans to substantially increase the scale and pace of Risk Adjustment Data Validation (“RADV”) audits of Medicare Advantage plans.

The outcome of RADV audits could adversely affect our financial condition and results of operations.

Completed Acquisitions

The BCBSA and Blue plans approved a settlement agreement and release with the subscriber plaintiffs (the “Subscriber Settlement Agreement”), which received final approval from the Court in September 2022.

A number of follow-on cases involving entities that opted out of the Subscriber Settlement Agreement have been filed.

A Final Fairness Hearing was held in July 2025, and the Court issued a Final Approval Order for the Provider Settlement Agreement in August 2025.

The effective date of the Provider Settlement Agreement was September 19, 2025.

A number of follow-on cases involving entities that opted out of the Provider Settlement Agreement have been filed and have been centralized in the BCBSA Litigation multi-district proceeding.

The decrease in net income was primarily due to decreased operating gain within our Health Benefits segment.

The decrease in operating cash flow was primarily due to the Provider Settlement Agreement payment made in September 2025, unfavorable working capital impacts, and lower Shareholders' net income for the year ended December 31, 2025.

In addition, Local Group includes Student Health members, who are students enrolled at universities and colleges receiving institutional sponsored health care coverage.

customer working with our in-house sales force.

These decreases were partially offset by increases in our Medicare Advantage and Individual businesses.

Dental Administration membership increased primarily due to favorable in-

- Wellpoint — unites select non-BCBSA licensed Medicare, Medicaid and commercial plans under the Wellpoint name; and

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of Operations” discussion included in this MD&A.

Several economic factors related to healthcare costs, such as regulatory mandates of

We have continued growing our government-sponsored business through organic growth and acquisitions.

We anticipate growth in our Public Exchange memberships as former Medicaid members, no longer eligible for Medicaid coverage, continue to seek alternative coverage options.

Changes to our business environment are likely to continue as elected officials at the national and state levels continue to enact significant modifications to existing laws and regulations, including changes to available subsidies, taxes and fees.

effective date of the rate increase and the final contract date.

Although most states have completed this process, Centers for Medicare and Medicaid Services (“CMS”) has provided that states have until December 31, 2025 to complete these eligibility redeterminations.

Since redeterminations have resumed, we have continued to experience a decline in our Medicaid membership.

We expect growth over time in our commercial plans, including through the Public Exchanges in states where we offer commercial plans, as members who have lost Medicaid coverage seek alternative coverage elsewhere.

The extension of the enhanced PTC has allowed for growth in Individual Public Exchange enrollment and has supported continuity of coverage since Medicaid eligibility redeterminations resumed in 2023.

If Congress does not act to extend the enhanced PTC, they will expire at the end of 2025, which could have a material adverse effect on our business and results of operations.

The Consolidated Appropriations Act of 2021 (the “2021 Appropriations Act”) has impacted our business, including by imposing additional disclosure and reporting requirements related to broker compensation, mental health parity, pharmacy benefits and drug costs, as well as procedures and coverage requirements related to surprise medical bills, provider directory maintenance and continuity of care for certain patients.

The requirements applicable to us under the 2021 Appropriations Act had varying effective dates, beginning in December 2021.

The health plan price transparency regulations issued by the U.S. Departments of Health and Human Services, Labor, and Treasury (“the Tri-Agencies”) pursuant to the 2021 Appropriations Act required us to begin disclosing certain pricing information regarding negotiated rates and historical payment information with providers in 2022.

Additionally, as directed by law, we make available to members personalized out-of-pocket cost information and underlying negotiated rates.

The Patient Protection and Affordable Care Act and the Health Care and Education Reconciliation Act of 2010, as amended (collectively, the “ACA”), continues to impact our business and results of operations, including pricing, minimum

During the third quarter of 2023, based on a strategic review of our operations, assets and investments, management implemented the “2023-2024 Business Efficiency Program” to refine the focus of our investments, and optimize our physical footprint.

The 2023-2024 Business Efficiency Program included the write-off of certain information technology assets and contract exit costs, a reduction in staff including the relocation of certain job functions, and the impairment of assets associated with the closure or partial closure of data centers and offices.

The 2023-2024 Business Efficiency Program was finalized as of December 31, 2024.

This is an increase, based on subsequent recalculations by CMS, over the original 2024 Star Ratings from October 2023, which reflected that 34% of our Medicare Advantage members were enrolled in plans rated at least 4.0 Stars or higher.

We expect this change will result in a reduction to our 2026 operating revenue of approximately $183 million, net of offsets from contracting provisions.

Further, we expect to mitigate the financial impact to our 2026 operating gain and net income per share resulting from this change through various strategies such as contract diversification, operating expense efficiencies, capital deployment alternatives and network enhancements.

Investments in Joint Ventures and Completed Acquisitions

On August 6, 2024, as discussed in Note 5 “Investments,” we made an equity investment of $2,580 that resulted in our minority interest ownership of approximately 35% of Augusta Topco Holdings, L.P. (“Mosaic Health”), a joint venture with Clayton, Dubilier & Rice (“CD&R”) that is designed to accelerate innovation in care delivery across multiple regions in the United States by bringing together certain care delivery and enablement assets of Carelon Management Services, LLC (“CMSI Assets”), a Carelon Health business, and two CD&R portfolio businesses, apree health and Millennium Physician Group.

Our additional contribution of the CMSI Assets to Mosaic Health was completed on January 1, 2025, for which we received an additional $300 of equity (approximately 5% ownership) in Mosaic Health.

The CMSI Assets are included under the captions “Assets held for sale” and “Liabilities held for sale” in our consolidated balance sheets as of December 31, 2024.

On March 11, 2024, we completed our acquisition of Paragon Healthcare, Inc. and its subsidiaries (“Paragon”).

Paragon, which operates as part of CarelonRx, provides infusion services and injectable therapies through its omnichannel model of ambulatory infusion centers, home infusion pharmacies, and other specialty pharmacy services.

This acquisition aligns with our vision to be an innovative, valuable and inclusive healthcare partner by providing care management programs that improve the lives of the people we serve.

On February 15, 2023, we completed our acquisition of BioPlus Parent, LLC and its subsidiaries (“BioPlus”) from CarepathRx Aggregator, LLC.

Prior to the acquisition, BioPlus was one of the largest independent specialty pharmacy organizations in the United States.

BioPlus, which operates as part of CarelonRx, seeks to connect payors and providers of specialty pharmaceuticals to meet the medication therapy needs of patients with complex medical conditions.

Divestiture

On April 1, 2024, we completed the sale of our life and disability businesses to StanCorp Financial Group, Inc. (“The Standard”), a provider of financial protection products and services for employers and individuals, which resulted in a gain on sale of business of $201 in the year ended December 31, 2024.

Upon closing, we and The Standard entered into a product distribution partnership.

The related net assets held for sale for the life and disability businesses divested as of December 31, 2023, and the results of operations for such businesses for the year ended December 31, 2024 were not material.

The funds held in escrow will be distributed in accordance with the Subscriber Settlement Agreement.

various technological enhancements to the BlueCard program.

Potential impacts discussed below are based upon sensitivity analyses performed on our financial position as of December 31, [removed: 2024.][added: 2025.]

Investments in fixed maturity securities include corporate securities, which account for [removed: 53%] [added: 51%] of our total fixed maturity securities at December 31, [removed: 2024] [added: 2025] and are subject to credit/default risk.

In a declining economic environment, corporate yields will usually increase, prompted by concern over the ability of corporations to make interest payments, thus causing a decrease in the price of corporate securities, and the decline in value of [removed: the] [added: our] corporate fixed maturity portfolio.

A 100 basis point increase in interest rates would result in an approximate [removed: $1,424] [added: $375] decrease in fair value, whereas a 100 basis point decrease in interest rates would result in an approximate [removed: $1,527] [added: $375] increase in fair value.

[removed: These investments are also subject to credit quality risk, interest rate] risk and market valuation risk, as public market valuations will form a basis for valuations for these investments.

[added: Given their] illiquid nature, we focus on appropriate sizing of these investments relative to our liquidity needs and risk tolerance.

As of December 31, [removed: 2024, 4%] [added: 2025, 3%] of our marketable investments were equity securities.

An immediate 10% decrease in each equity investment’s value, arising from market movement, would result in a fair value decrease of [removed: $119.][added: $74.]

Alternatively, an immediate 10% increase in each equity investment’s value, attributable to the same factor, would result in a fair value increase of [removed: $119.][added: $74.]

Our total long-term debt at December 31, [removed: 2024] [added: 2025] consisted of senior unsecured notes and subordinated surplus notes issued by one of our insurance subsidiaries.

At December 31, [removed: 2024,] [added: 2025,] the carrying value and estimated fair value of our long-term debt was [removed: $30,867] [added: $31,896] and [removed: $28,460,] [added: $30,207,] respectively.

As of December 31, [removed: 2024,] [added: 2025,] we recorded a net [removed: liability] [added: asset] of [removed: $142,] [added: $39,] the estimated fair value of the swaps at that date.

A 100 basis point increase in interest rates would result in an approximate [removed: $383] [added: $1,558] decrease in fair value, whereas a 100 basis point decrease in interest rates would result in an approximate [removed: $383] [added: $1,646] increase in fair value.

These investments are also subject to credit quality risk, interest rate

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Given their

\-65-

Elevance Health and its direct and indirect subsidiaries, referred to throughout this document as “we,” “us,” “our,” the “Company” or “Elevance Health,” is a leading health company bringing together the concepts of elevate and [removed: advance, in order to exemplify and follow our purpose of improving the health of humanity.][added: advance.]

Through [removed: our broad view,] [added: this comprehensive approach,] we aim to [removed: meaningfully] improve the health of the people and communities we serve.

[removed: ][added: ]

][added: 3.jpg](https://www.sec.gov/Archives/edgar/data/1156039/000115603926000013/elv-20251231_g3.jpg)]

We are one of the largest health insurers in the United States in terms of medical membership, serving approximately [removed: 45.7] [added: 45.2] million medical members through our affiliated health plans as of December 31, [removed: 2024.][added: 2025.]

[added: We offer a broad spectrum of] network-based managed care risk-based plans to Individual, Employer Group, Medicaid and Medicare markets.

In addition, we provide a broad array of managed care services to fee-based customers, including claims processing, stop loss insurance, [added: care] provider network access, medical management, care management, wellness programs, actuarial services and other administrative services.

Through various subsidiaries, we also offer pharmacy services through our CarelonRx business, and other healthcare related services as Carelon [removed: Insights and Carelon Health.][added: Services.]

[removed: We have organized our brand] [added: Our] portfolio [removed: into] [added: consists of] the following core go-to-market brands:

- Anthem Blue Cross/Anthem Blue Cross and Blue Shield — represents our Anthem-branded and affiliated Blue Cross and/or Blue Shield licensed [added: Medicare, Medicaid, and commercial Health Benefit] plans;

- Carelon — [removed: this brand brings together] [added: represents] our healthcare related services and capabilities, including our CarelonRx and Carelon Services [removed: businesses, under a single brand name.][added: businesses.]

We report our results of operations in the following four reportable segments: Health Benefits, CarelonRx, Carelon Services and Corporate & Other [removed: (our] [added: (which includes our] businesses that do not individually meet the quantitative thresholds for an operating segment, [removed: as well as] [added: along with certain enterprise-level] corporate expenses not allocated to our other reportable segments).

We believe healthcare is local and that [removed: we have the strong] [added: our broad] local presence [removed: required] [added: positions us] to [removed: understand and] meet [added: evolving] local customer needs with regard to any product customers [added: who] are enrolled [removed: in] with us.

[removed: Further, we believe we are well-positioned] [added: We aim] to [removed: deliver what customers want:] [added: provide] innovative, [removed: choice-based and] affordable [added: and choice-based] products; distinctive service; simplified transactions; and [removed: better] [added: improved] access to information [removed: for] [added: that supports] quality care.

In addition, we [removed: are focused on achieving] [added: seek] efficiencies [removed: from] [added: through] our national scale [removed: while optimizing] [added: and optimized] service performance for our customers.

Our results of operations depend in large part on our ability to accurately predict and effectively manage healthcare costs through effective [removed: contracting with providers of] care [removed: to our members,] [added: provider contracting,] product pricing, medical management and health and wellness programs, including service coordination and case management for [removed: addressing] complex and specialized healthcare [removed: needs, innovative product design and our ability to maintain or achieve improvement in our Centers for Medicare and Medicaid Services (“CMS”) Star Ratings.][added: needs.]

[removed: CMS] [added: Our results are also affected by our performance under the Centers for Medicare & Medicaid Services (“CMS”)] Star Ratings [removed: affect] [added: program, which influences] Medicare Advantage plan reimbursements as well as our eligibility to earn quality-based bonus payments for those plans.

For [removed: additional] [added: further] information on our networks and [added: care] provider relations, product pricing and healthcare cost management programs, see “Pricing and Underwriting of Our Products,” “Networks and Provider Relations,” “Medical Management Programs,” “Care Management and Wellness Products and Programs” and “Healthcare Quality Initiatives” below in this “Business” section.

Advances in medical technology, [removed: including new specialty drugs, and new indications for existing prescription drugs,] changes in [removed: regulations, the aging population and other] [added: prescription drug utilization,] demographic [removed: characteristics] [added: trends and regulatory changes] continue to contribute to rising healthcare costs.

Our managed care plans [removed: and products] are designed to [removed: encourage providers and members to participate in] [added: deliver high] quality, cost-effective health benefit programs [removed: by using the full range of] [added: to] our [removed: innovative medical management services, health] [added: members via optimized care provider networks,] outcomes-based [removed: initiatives and health quality-based] financial [removed: incentives.][added: incentives, and effective medical management support.]

Our ability to [removed: provide] [added: maintain competitive,] cost-effective [removed: health benefits] products [removed: and services] is [removed: enhanced through a] [added: supported by our] disciplined [removed: approach to] internal cost [removed: containment,] [added: management,] prudent [removed: management of our] risk [removed: exposure] [added: management] and successful integration of acquired businesses.

[removed: Changes to our business environment] [added: Our future results of operations] will [removed: continue as elected officials] [added: also be shaped by changes in the legislative and regulatory environment] at the [removed: national] [added: federal] and state [removed: levels enact modifications to existing laws and regulations,] [added: levels,] including changes to available subsidies, taxes and fees.

For additional discussion, see “Regulation” below in this “Business” section and Part I, Item [removed: 1A] [added: 1A,] “Risk Factors” included in this Annual Report on Form 10-K.

Our results of operations are also impacted by [added: membership] levels and mix of membership, which has changed, and will continue to change, as a result of the [removed: quality and] pricing of our health benefits products and services, Medicaid redeterminations, an aging population, healthcare utilization patterns, previously uninsured members entering the healthcare system, provider and member fraud, economic conditions, changes in unemployment, the continued and future impact of large-scale emergencies, acquisitions, entry into new markets and expansions in or exits from existing markets.

See Part I, Item 1A “Risk Factors” and Part II, Item [removed: 7] [added: 7,] “Management’s Discussion and Analysis of Financial Condition and Results of Operations” included in this Annual Report on Form 10-K.

We continue to enhance interactions with [added: our] customers, [added: care] providers, brokers, agents, employees and other stakeholders through [removed: digital technology] [added: technological solutions] and [removed: improvements to internal operations.][added: operational improvements, including advanced tools that support distribution, service, clinical coordination and administrative efficiency.]

Through our participation in various federal government programs, we generated approximately [removed: 31%, 29%] [added: 32%, 31%] and [removed: 28%] [added: 29%] of our total consolidated revenues from agencies of the U.S. government for the years ended December 31, [removed: 2024, 2023] [added: 2025, 2024] and [removed: 2022,] [added: 2023,] respectively.

The majority of these revenues are [removed: contained] [added: included] in our Health Benefits segment as described below.

Our Carelon Services segment integrates physical, behavioral, pharmacy, and [removed: social services with the aim of delivering whole health affordably by offering a broad array of healthcare related services and] [added: social-care] capabilities to [added: support whole-health services and enhance affordability for both] internal and external customers through our Carelon Health and Carelon Insights businesses.

Our Carelon businesses promote affordability by managing complex areas of the healthcare system, leveraging data and insights to improve how our members receive safe, appropriate, high-quality care and [removed: providers are reimbursed accurately] [added: the accurate] and [removed: timely.][added: timely reimbursement of our providers.]

In addition, we [removed: also] serve customers who purchase one or more of our other products or [removed: services that are] [added: services, such as behavioral health, pharmacy benefit management and care solutions,] often [removed: ancillary to] [added: delivered through] our [added: Carelon portfolio, which complement our core] health business.

[removed: In particular, our product development and marketing efforts take into account the differing characteristics between the various] customers served by us, as well as the unique needs of educational and public entities, labor groups, [removed: the] FEP®, national employers and state-run programs servicing low-income, high-risk and underserved markets.

In the Individual markets, we offer on-exchange products through state- or federally-facilitated marketplaces (the “Public Exchange”) in compliance with the Patient [added: Protection and Affordable Care Act and the Health Care and Education Reconciliation Act of 2010, as amended (collectively, the “ACA”) and off-exchange products.]

[removed: Additionally,] [added: In 2025,] we [removed: are entering] [added: expanded our operations into] select service areas in Florida, Maryland, and Texas [removed: in 2025, using] [added: through] our Simply Healthcare and Wellpoint [removed: brands, and we are actively evaluating expansion opportunities in additional marketplaces beyond 2025.][added: brands.]

Being a licensee of the BCBS association of companies, of which there were 33 independent primary licensees including us as of December 31, [removed: 2024,] [added: 2025,] provides significant market value, especially when competing for very large multi-state employer groups.

For additional information describing each of our customer types and changes in medical membership over the last three years, see “Management’s Discussion and Analysis of Financial Condition and Results of Operations - [removed: *Membership*”] [added: *Membership and other Metrics*”] included in Part II, Item 7 of this Annual Report on Form 10-K.

These products usually feature medical management and other quality and cost optimization measures such as pre-admission review and approval for certain non-emergency services, pre-authorization of [added: select] outpatient surgical procedures, network credentialing to [removed: determine] [added: confirm] that [removed: network] [added: contracted in-network] physicians and hospitals have the required certifications and expertise, and various [removed: levels] [added: types] of care management programs [removed: to help] [added: that engage] members [removed: better understand] [added: to support navigation, appropriate care transitions] and [removed: navigate the healthcare system.][added: complex condition management.]

[removed: Also, certain] [added: Certain] plans [added: also] offer members incentives for healthy behaviors, such as smoking cessation and weight management.

- *Commercial Risk-Based Products.* We offer employer groups a diversified mix of managed care risk-based products [removed: including:] [added: including] Preferred Provider Organization (“PPO”), Health Maintenance Organization (“HMO”), Consumer-Driven Health Plans (“CDHP”), Traditional Indemnity and Point-of-Service (“POS”) plans.

CDHPs generally combine a high-deductible PPO plan with an employer-funded and/or employee-funded personal care account, which [removed: may result in] [added: can offer] tax benefits to the employee and allow some or all of the dollars remaining in the personal care account at year-end to be rolled over [removed: to the next year] for future healthcare needs.

We are focused on enhancing well-being and advancing health outcomes by delivering integrated, whole health solutions across the care journey.

We support consumers throughout their full health journeys with medical, pharmacy, and behavioral health services designed to address their whole health needs.

We advance our mission by collaborating with care providers and community organizations, fostering innovation that supports growth and equal opportunity for health access, and cultivating a high-performance culture.

Across these markets, we generate revenue through risk-based premiums, administrative fees from self-funded employers and pharmacy and health service fees through our Carelon businesses.

- Wellpoint — represents our Wellpoint branded Medicare, Medicaid and commercial Health Benefit plans and other non-BCBSA brands; and

Our combination of local market focus and national scale enables us to collaborate with physicians and hospitals on programs that reward clinical quality, excellence and cost-effective practices.

We continue to promote value-based payment models that align incentives to deliver the right care at the right time in the right setting.

Our targeted approach aligns care providers to the appropriate financial incentives and support to drive improved quality and health outcomes.

Managing operating expenses remains critical to our overall profitability.

Key drivers impacting the results of operations for our Health Benefits segment include membership levels and the health status of our members, premium pricing, medical cost trend, network performance, risk adjustment accuracy, quality ratings, and operating efficiency.

This segment benefits from working with our Carelon businesses, which support medical and pharmacy cost management, care coordination, behavioral health, and analytics.

CarelonRx contributes to affordability and outcomes for our members by integrating pharmacy, specialty drug management, and clinical programs with our broader whole-health model.

Key drivers impacting the results of operations for this segment include specialty drug trends, script volume, clinical program adoption, network optimization, rebate and pricing strategies, and operational performance.

Key drivers impacting the results of this segment include growth in care management and behavioral health capabilities, expansion of value-based networks, care provider enablement, digital and virtual care models, and scalability of analytics-driven services.

This segment also includes investments supporting long-term enterprise initiatives, digital and technology development, and portfolio optimization activities.

In particular, our product development and marketing efforts take into account the differing characteristics between the various

We align product design, pricing, care management programs, and network strategies to reflect the needs, risk profiles, and purchasing dynamics of our customer categories.

Our goal is to maintain market-competitive value while achieving appropriate profitability across segments.

We also continue to expand our digital platforms, which enhance consumer engagement and supplement broker-facing distribution capabilities.

Going forward, we expect the Public Exchange to be influenced by policy and regulatory changes, particularly around federal subsidies, compliance requirements and market stability.

These offerings allow employers flexibility in selecting network breadth, funding arrangements, and cost-sharing levels aligned with workforce needs and affordability objectives.

These plans provide routine eye exams, corrective eyewear coverage, and access to national retail optical chains.

These offerings help members address unexpected healthcare expenses and complement traditional medical coverage.

These plans emphasize coordinated care, care management, and customized benefits aligned to members’ clinical and social needs.

In 2026, we will no longer offer Medicare Part D plans.

The HealthOS platform is dedicated to facilitating seamless clinical data exchange by establishing connectivity between healthcare providers, Electronic Medical Records (“EMRs”), and our health plans.

Our network contracting strategy is focused on ensuring competitive market-based hospital reimbursement terms and timely, appropriate payment for physicians and other clinicians.

While we generally do not use full-risk capitation models for physician groups, we employ capitation arrangements in selected markets where they help reduce underwriting risk and effectively manage total cost of care.

Our broader provider engagement strategy increasingly centers on value-based contracting across our Commercial, Medicare, and Medicaid businesses.

These arrangements reward adherence to evidence-based care guidelines and encourage providers to improve overall quality and manage total cost of care over time.

Our portfolio of value-based models is designed to provide options for our providers as they move from traditional fee-for-service to value-based care.

To support performance in these models, we share actionable data such as gaps-in-care information, risk insights, and utilization patterns; in some arrangements, providers also share data to strengthen program administration and risk assessment.

Our hospital reimbursement approaches vary by market but commonly include per-case payments for inpatient services and fixed case rates, fee schedules, or percentage-of-charges methodologies for outpatient services.

Per-case methodologies incorporate attributes similar to Medicare’s Diagnosis Related Groups system.

Our hospital contracts also account for unique facility characteristics, such as teaching status or specialized service lines, as well as the volume of care delivered to our members.

Most contracts include pay-for-performance components that link reimbursement to improvements in clinical outcomes, patient safety, and reductions in medical errors.

To promote stability and predictability, we frequently utilize multi-year agreements across both physician and hospital settings.

participate.

Our objective is to ensure that members receive the right care, safely, at the right time, and in the most appropriate setting.

Our medical policy committee establishes national clinical policies and guidelines, which are reviewed at least annually or updated sooner when new clinical evidence becomes available.

We serve people across their entire health journey to better address their full range of needs with an integrated whole-health approach.

We strive to deliver on our mission by maximizing the power of partnerships, innovating to fuel growth and health equity, and maintaining a high-performance culture.

Our strategy is to be a lifetime trusted health partner through the following four core competencies:

We offer a broad spectrum of

- Wellpoint — unites select non-BCBSA licensed Medicare, Medicaid and commercial plans under the Wellpoint name; and

Our local presence, combined with our national expertise, has created opportunities for collaborative programs that reward physicians and hospitals for clinical quality and excellence.

We feel that our commitment to health improvement and care management provides added value to customers and healthcare professionals.

Ultimately, we believe that practical and sustainable improvements in healthcare must focus on improving healthcare quality while managing costs for total affordability.

We have implemented initiatives driving payment innovation and partnered with providers to lower cost and improve the quality of healthcare for our members, and we continue to develop new and innovative ways to effectively manage risk and engage our members.

Further, we continue to expand our financial arrangements with providers to implement payment models that advance value-based care.

We believe focusing on quality of care rather than volume of care is the foundation for improving patient outcomes.

Our value-based payment models support patient-centered care by improving collaboration between providers and health partners and delivering to our members the right care, at the right time, in the right place.

We believe our market position and high business retention rates will enable us to realize the long-term benefits of investing in preventive and early detection programs.

In addition, our ability to manage operating expenses continues to be a driver of our overall profitability.

Our future results of operations will be impacted by certain external forces and resulting changes in our business model and strategy.

Our approach includes not only the sales and distribution of health benefits products through digital technology, but also implementing advanced capabilities that improve services benefiting customers, agents, brokers and providers while optimizing administrative costs.

These enhancements can also help improve the quality, coordination and safety of healthcare through increased communications between patients and their physicians.

Overall, we seek to establish pricing and product designs to provide value for our customers while achieving an appropriate level of profitability for each of our customer categories balanced with the competitive objective to grow market share.

We believe that one of the keys to our success has been our focus on these distinct customer types, which better enables us to develop benefit plans and services that meet our customers’ unique needs.

Protection and Affordable Care Act and the Health Care and Education Reconciliation Act of 2010, as amended (collectively, the “ACA”) and off-exchange products.

We anticipate growth in our Public Exchange membership as former Medicaid members, no longer eligible for Medicaid coverage, continue to seek alternative coverage options.

POS products

Medicare Advantage SNPs are coordinated care plans specifically designed to provide targeted care, covering all the healthcare services considered medically necessary for members and often providing professional care coordination services, with personal guidance and programs that help members maintain their health.

Programs (“CHIP”); and specialty programs such as those focused on long-term services and support (“LTSS”), HIV/AIDS, children living in foster care, behavioral health and/or substance abuse disorders, and intellectual disabilities and/or developmental disabilities.

administration.

At the end of 2024, we completed our acquisition of CareBridge, which provides virtual care to complex Medicaid and Medicare patients and supports plans in managing home and community-based services.

Strong competition within the pharmacy industry has

We establish “market-based” hospital reimbursement payments that we believe are fair, but aggressive, and among the most competitive in the market.

We also seek to ensure that physicians in our network are paid in a timely manner at appropriate rates.

While we generally do not delegate full financial responsibility to our physician providers in the form of capitation-based reimbursement, we maintain capitation-based arrangements in certain markets where we determine that market dynamics result in it being a useful method to lower costs and reduce underwriting risk.

Our provider engagement and contracting strategies have evolved to include value-based contracting arrangements that meet providers where they are in the movement from traditional fee-for-service to value-based care.

These programs are designed to support commercial, Medicare and Medicaid programs and the unique characteristics of these populations.

Our value-based contracting programs are designed to reward our contracted providers for improving the overall quality of care they deliver by adhering to evidence-based medicine.

In addition, these value-based contracts also share with the providers total cost of care savings that are achieved by adhering to evidence-based medicine over time.

For providers who contract in one of our value-based programs, we work with them to share gaps in care information and other important data to assist them in managing the care of their patients.

Often providers will also grant us access to data to support the efficient administration of program components.

This data can allow us to more efficiently capture information regarding the risk of our membership and the overall adherence to evidence-based medicine, as well as information to more efficiently perform utilization management administration.

Our hospital contracts provide for a variety of reimbursement arrangements depending on local market dynamics and current hospital utilization efficiency.

Most hospitals are reimbursed a per-case amount, per admission, for inpatient covered services.

Our “per-case” reimbursement methods utilize many of the same attributes contained in Medicare’s Diagnosis Related Groups methodology.

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

[removed: ][added: ]

The aggregate market value of the voting and non-voting common equity held by non-affiliates of the registrant (assuming solely for the purposes of this calculation that all directors and executive officers of the registrant are “affiliates”) as of June 30, [removed: 2024,] [added: 2025,] was approximately [removed: $116,687,067,115.][added: $87,349,478,366.]

As of February 1, [removed: 2025, 227,351,871] [added: 2026, 220,704,667] shares of the registrant’s common stock were outstanding.

Part III of this Annual Report on Form 10-K incorporates by reference information from the registrant’s Definitive Proxy Statement for the Annual Meeting of Shareholders to be held May [removed: 14, 2025.][added: 13, 2026.]

For the Year Ended December 31, [removed: 2024][added: 2025]

| ITEM 1. | | | [removed: [BUSINESS](#idc484dac8df5439c82ff754f0c4725d4_13)] [added: [BUSINESS](#i791a5a8637d547b09f4fcbe453d36a83_13)] | | | [removed: [3](#idc484dac8df5439c82ff754f0c4725d4_13)] [added: [3](#i791a5a8637d547b09f4fcbe453d36a83_10)] | | | | | | | | |

| ITEM 1A. | | | [RISK [removed: FACTORS](#idc484dac8df5439c82ff754f0c4725d4_16)] [added: FACTORS](#i791a5a8637d547b09f4fcbe453d36a83_16)] | | | [removed: [23](#idc484dac8df5439c82ff754f0c4725d4_16)] [added: [24](#i791a5a8637d547b09f4fcbe453d36a83_16)] | | | | | | | | |

| ITEM 1B. | | | [UNRESOLVED STAFF [removed: COMMENTS](#idc484dac8df5439c82ff754f0c4725d4_19)] [added: COMMENTS](#i791a5a8637d547b09f4fcbe453d36a83_19)] | | | [removed: [38](#idc484dac8df5439c82ff754f0c4725d4_19)] [added: [39](#i791a5a8637d547b09f4fcbe453d36a83_19)] | | | | | | | | |

| ITEM 1C. | | | [removed: [CYBERSECURITY](#idc484dac8df5439c82ff754f0c4725d4_22)] [added: [CYBERSECURITY](#i791a5a8637d547b09f4fcbe453d36a83_22)] | | | [removed: [38](#idc484dac8df5439c82ff754f0c4725d4_22)] [added: [39](#i791a5a8637d547b09f4fcbe453d36a83_22)] | | | | | | | | |

| ITEM 2. | | | [removed: [PROPERTIES](#idc484dac8df5439c82ff754f0c4725d4_25)] [added: [PROPERTIES](#i791a5a8637d547b09f4fcbe453d36a83_25)] | | | [removed: [39](#idc484dac8df5439c82ff754f0c4725d4_25)] [added: [40](#i791a5a8637d547b09f4fcbe453d36a83_25)] | | | | | | | | |

| ITEM 3. | | | [LEGAL [removed: PROCEEDINGS](#idc484dac8df5439c82ff754f0c4725d4_28)] [added: PROCEEDINGS](#i791a5a8637d547b09f4fcbe453d36a83_28)] | | | [removed: [40](#idc484dac8df5439c82ff754f0c4725d4_28)] [added: [41](#i791a5a8637d547b09f4fcbe453d36a83_28)] | | | | | | | | |

| ITEM 4. | | | [MINE SAFETY [removed: DISCLOSURES](#idc484dac8df5439c82ff754f0c4725d4_31)] [added: DISCLOSURES](#i791a5a8637d547b09f4fcbe453d36a83_31)] | | | [removed: [40](#idc484dac8df5439c82ff754f0c4725d4_31)] [added: [41](#i791a5a8637d547b09f4fcbe453d36a83_31)] | | | | | | | | |

| ITEM 5. | | | [MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY [removed: SECURITIES](#idc484dac8df5439c82ff754f0c4725d4_37)] [added: SECURITIES](#i791a5a8637d547b09f4fcbe453d36a83_37)] | | | [removed: [41](#idc484dac8df5439c82ff754f0c4725d4_37)] [added: [42](#i791a5a8637d547b09f4fcbe453d36a83_37)] | | | | | | | | |

| ITEM 6. | | | [removed: [\[RESERVED\]](#idc484dac8df5439c82ff754f0c4725d4_40)] [added: [\[RESERVED\]](#i791a5a8637d547b09f4fcbe453d36a83_40)] | | | [removed: [42](#idc484dac8df5439c82ff754f0c4725d4_40)] [added: [43](#i791a5a8637d547b09f4fcbe453d36a83_40)] | | | | | | | | |

| ITEM 7. | | | [MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF [removed: OPERATIONS](#idc484dac8df5439c82ff754f0c4725d4_43)] [added: OPERATIONS](#i791a5a8637d547b09f4fcbe453d36a83_43)] | | | [removed: [43](#idc484dac8df5439c82ff754f0c4725d4_43)] [added: [44](#i791a5a8637d547b09f4fcbe453d36a83_43)] | | | | | | | | |

| ITEM 7A. | | | [QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET [removed: RISK](#idc484dac8df5439c82ff754f0c4725d4_61)] [added: RISK](#i791a5a8637d547b09f4fcbe453d36a83_61)] | | | [removed: [65](#idc484dac8df5439c82ff754f0c4725d4_61)] [added: [66](#i791a5a8637d547b09f4fcbe453d36a83_61)] | | | | | | | | |

| ITEM 8. | | | [FINANCIAL STATEMENTS AND SUPPLEMENTARY [removed: DATA](#idc484dac8df5439c82ff754f0c4725d4_64)] [added: DATA](#i791a5a8637d547b09f4fcbe453d36a83_64)] | | | [removed: [67](#idc484dac8df5439c82ff754f0c4725d4_64)] [added: [68](#i791a5a8637d547b09f4fcbe453d36a83_64)] | | | | | | | | |

| ITEM 9. | | | [CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL [removed: DISCLOSURE](#idc484dac8df5439c82ff754f0c4725d4_178)] [added: DISCLOSURE](#i791a5a8637d547b09f4fcbe453d36a83_184)] | | | [removed: [134](#idc484dac8df5439c82ff754f0c4725d4_178)] [added: [129](#i791a5a8637d547b09f4fcbe453d36a83_184)] | | | | | | | | |

| ITEM 9A. | | | [CONTROLS AND [removed: PROCEDURES](#idc484dac8df5439c82ff754f0c4725d4_181)] [added: PROCEDURES](#i791a5a8637d547b09f4fcbe453d36a83_187)] | | | [removed: [134](#idc484dac8df5439c82ff754f0c4725d4_181)] [added: [129](#i791a5a8637d547b09f4fcbe453d36a83_187)] | | | | | | | | |

| ITEM 9B. | | | [OTHER [removed: INFORMATION](#idc484dac8df5439c82ff754f0c4725d4_184)] [added: INFORMATION](#i791a5a8637d547b09f4fcbe453d36a83_190)] | | | [removed: [137](#idc484dac8df5439c82ff754f0c4725d4_184)] [added: [132](#i791a5a8637d547b09f4fcbe453d36a83_190)] | | | | | | | | |

| ITEM 9C. | | | [DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT [removed: INSPECTIONS](#idc484dac8df5439c82ff754f0c4725d4_190)] [added: INSPECTIONS](#i791a5a8637d547b09f4fcbe453d36a83_196)] | | | [removed: [137](#idc484dac8df5439c82ff754f0c4725d4_190)] [added: [132](#i791a5a8637d547b09f4fcbe453d36a83_196)] | | | | | | | | |

| ITEM 10. | | | [DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE [removed: GOVERNANCE](#idc484dac8df5439c82ff754f0c4725d4_196)] [added: GOVERNANCE](#i791a5a8637d547b09f4fcbe453d36a83_202)] | | | [removed: [137](#idc484dac8df5439c82ff754f0c4725d4_196)] [added: [132](#i791a5a8637d547b09f4fcbe453d36a83_202)] | | | | | | | | |

| ITEM 11. | | | [EXECUTIVE [removed: COMPENSATION](#idc484dac8df5439c82ff754f0c4725d4_199)] [added: COMPENSATION](#i791a5a8637d547b09f4fcbe453d36a83_205)] | | | [removed: [137](#idc484dac8df5439c82ff754f0c4725d4_199)] [added: [132](#i791a5a8637d547b09f4fcbe453d36a83_205)] | | | | | | | | |

| ITEM 12. | | | [SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER [removed: MATTERS](#idc484dac8df5439c82ff754f0c4725d4_202)] [added: MATTERS](#i791a5a8637d547b09f4fcbe453d36a83_208)] | | | [removed: [137](#idc484dac8df5439c82ff754f0c4725d4_202)] [added: [132](#i791a5a8637d547b09f4fcbe453d36a83_208)] | | | | | | | | |

| ITEM 13. | | | [CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR [removed: INDEPENDENCE](#idc484dac8df5439c82ff754f0c4725d4_205)] [added: INDEPENDENCE](#i791a5a8637d547b09f4fcbe453d36a83_211)] | | | [removed: [138](#idc484dac8df5439c82ff754f0c4725d4_205)] [added: [133](#i791a5a8637d547b09f4fcbe453d36a83_211)] | | | | | | | | |

| ITEM 14. | | | [PRINCIPAL ACCOUNTANT FEES AND [removed: SERVICES](#idc484dac8df5439c82ff754f0c4725d4_208)] [added: SERVICES](#i791a5a8637d547b09f4fcbe453d36a83_214)] | | | [removed: [138](#idc484dac8df5439c82ff754f0c4725d4_208)] [added: [133](#i791a5a8637d547b09f4fcbe453d36a83_214)] | | | | | | | | |

| ITEM 15. | | | [EXHIBITS AND FINANCIAL STATEMENT [removed: SCHEDULES](#idc484dac8df5439c82ff754f0c4725d4_214)] [added: SCHEDULES](#i791a5a8637d547b09f4fcbe453d36a83_220)] | | | [removed: [139](#idc484dac8df5439c82ff754f0c4725d4_214)] [added: [134](#i791a5a8637d547b09f4fcbe453d36a83_220)] | | | | | | | | |

| ITEM 16. | | | FORM 10-K SUMMARY | | | [removed: [144](#idc484dac8df5439c82ff754f0c4725d4_217)] [added: [139](#i791a5a8637d547b09f4fcbe453d36a83_223)] | | | | | | | | |

Words such as “expect,” “feel,” “believe,” “will,” “may,” “should,” “anticipate,” “intend,” “estimate,” “project,” “forecast,” [removed: “plan”] [added: “plan,” “potential,” “predict”] and similar expressions are intended to identify forward-looking statements.

These risks and uncertainties include, but are not limited to: trends in healthcare costs and utilization rates; reduced enrollment; our ability to secure and implement sufficient premium rates; the impact of large scale medical emergencies, such as public health epidemics and pandemics, and other catastrophes; the impact of new or changes in existing federal, state and international laws or regulations, including laws and regulations impacting healthcare, insurance, pharmacy services and other diversified products and services, or their enforcement or application; the impact of cyber-attacks or other privacy or data security incidents or our failure to comply with any privacy, data or security laws or regulations, including any investigations, claims or litigation related thereto; failure to effectively maintain and modernize our information systems; failure of our information systems or technology, including artificial intelligence, to operate as intended; failure to effectively maintain the availability and integrity of our data; changes in economic and market conditions, as well as regulations that may negatively affect our liquidity and investment portfolios; competitive pressures and our ability to adapt to changes in the industry and develop and implement strategic growth opportunities; risks and uncertainties regarding Medicare and Medicaid programs, including those related to non-compliance with the complex regulations imposed thereon; our ability to maintain and achieve improvement in Centers for Medicare and Medicaid Services Star Ratings and other quality scores and funding risks with respect to revenue received from participation therein; a negative change in our healthcare product mix; costs and other liabilities associated with litigation, government investigations, audits or reviews; our ability to contract with providers on cost-effective and competitive terms; risks associated with providing healthcare, pharmacy and other diversified products and services, including medical malpractice or professional liability claims and non-compliance by any party with the pharmacy services agreement between us and CaremarkPCS Health, L.L.C.; the effects of any negative publicity [added: or sentiment] related to the health benefits industry in general or us in particular; risks associated with mergers, acquisitions, joint ventures and strategic alliances; possible impairment of the value of our intangible assets if future results do not adequately support goodwill and other intangible assets; possible restrictions in the payment of dividends from our subsidiaries and increases in required minimum levels of capital; our ability to repurchase shares of our common stock and pay dividends on our common stock due to the adequacy of our cash flow and earnings and other considerations; the potential negative effect from our substantial amount of outstanding indebtedness and the risk that increased interest rates or market volatility could impact our access to or further increase the cost of financing; a downgrade in our financial strength ratings; events that may negatively affect our licenses with the Blue Cross and Blue Shield Association; intense competition to attract and retain employees; risks associated with our international operations; and various laws and provisions in our governing documents that may prevent or discourage takeovers and business combinations.

| [PART I](#i791a5a8637d547b09f4fcbe453d36a83_10) | | | | | | | | | | | | | | |

| [PART II](#i791a5a8637d547b09f4fcbe453d36a83_34) | | | | | | | | | | | | | | |

| [PART III](#i791a5a8637d547b09f4fcbe453d36a83_199) | | | | | | | | | | | | | | |

| [PART IV](#i791a5a8637d547b09f4fcbe453d36a83_217) | | | | | | | | | | | | | | |

| [SIGNATURES](#i791a5a8637d547b09f4fcbe453d36a83_268) | | | | | | [146](#i791a5a8637d547b09f4fcbe453d36a83_268) | | | | | | | | |

| [PART I](#idc484dac8df5439c82ff754f0c4725d4_10) | | | | | | | | | | | | | | |

| [PART II](#idc484dac8df5439c82ff754f0c4725d4_34) | | | | | | | | | | | | | | |

| [PART III](#idc484dac8df5439c82ff754f0c4725d4_193) | | | | | | | | | | | | | | |

| [PART IV](#idc484dac8df5439c82ff754f0c4725d4_211) | | | | | | | | | | | | | | |

| [SIGNATURES](#idc484dac8df5439c82ff754f0c4725d4_262) | | | | | | [151](#idc484dac8df5439c82ff754f0c4725d4_262) | | | | | | | | |

Federal, state and international laws and [added: regulations and] contractual commitments guide our collection, use and disclosure of confidential information such as protected health information, personal financial information and personally identifiable information.

Our success depends on maintaining a high level of trust among our stakeholders, including our [removed: consumers, clients,] [added: customers,] business partners, providers, regulators and associates.

Our [added: comprehensive] cybersecurity and risk management programs are part of our continuously evolving enterprise-wide risk management practices.

These risks include, but are not limited to, [added: legal and] regulatory compliance; third-party management, including risks from business partners and software providers; mergers and acquisitions; system availability and disruption of business operations; data use and security; vulnerability and configuration management; fraud and extortion; and [removed: reputation] [added: reputational] risk.

In addition to our internal Information Security teams, we [removed: also] utilize trusted third-party auditors and recognized cybersecurity consultants and certified assessors, to assess [added: our] cybersecurity risks, related controls, and alignment to relevant regulatory and legal requirements.

A [removed: third party] [added: third-party] evaluates our information security policies, standards and control environment at least annually.

Assessments and testing protocols are performed [added: by third parties] against industry best practices and widely recognized security frameworks.

As of December 31, [removed: 2024,] [added: 2025,] no known cybersecurity threats have materially affected, or are reasonably likely to materially affect, the Company, including our business strategy, cash flows, financial condition or results of operations; however, future cybersecurity incidents or threats may materially affect us, including by affecting our business strategy, results of operations or financial conditions.

[added: See Part I, Item 1A,] “Risk Factors” for more information on [removed: the Company’s] [added: our] cybersecurity-related risks.

The ISSC is chaired by our Chief Information Security Officer (“CISO”) and is comprised of [removed: accountable] senior business leaders including our Chief Compliance Officer (“CCO”), Chief Risk Officer (“CRO”), legal counsel, and human resources, procurement and business segment leaders.

In addition to the ISSC, we have defined risk functions to cover overall enterprise risks and information technology and cybersecurity risks within our enterprise risk management framework, including, but not limited to: our IT Risk Management [removed: program,] [added: Program,] led by our CISO; our Responsible Artificial Intelligence (“RAI”) Program, led by our Chief Digital [added: and] Information Officer; Compliance, led by our CCO; Internal Audit, led by our Chief Audit Executive (“CAE”); Enterprise Risk Management programs led by our CRO; Third-Party Risk Management, comprised of business and information security leaders; IT due diligence processes, led by business, technology and information security leaders; and our Corporate Insurance Program, including cybersecurity insurance, led by our Treasurer.

The Plan provides a framework to our Cyber Incident Response Taskforce, comprised of our Chief Privacy Officer (“CPO”), [removed: CISO and applicable] [added: our CISO,] legal counsel and business and corporate services leaders, for responding to cybersecurity incidents.

The Policy, together with the Plan, identifies applicable requirements for incident disclosure and reporting and also provides protocols for incident evaluation based on [added: the] facts and circumstances of each incident, including the use of third-party service providers and partners, processes for notification and internal escalation of information to our senior management, including to our chief legal officer and CEO, a subcommittee of our SEC disclosure committee, [removed: and] [added: and,] ultimately, our Board of Directors and appropriate Board committees.

Periodically, the Board also receives [removed: third party] [added: third-party] assessments of our information security.

Our associates, including those responsible for cybersecurity, are evaluated for competence, including the knowledge and skills necessary to accomplish tasks that define associates’ roles and [removed: responsibilities] [added: responsibilities,] and undergo regular training regarding security-awareness, privacy, ethics and compliance.

\-39-

Our Information Security Program is designed to minimize risk and safeguard the data of our members, customers, and associates.

The program is led by our Chief Digital and Information Officer and our CISO, both of whom have extensive backgrounds in information security and technology.

Our Chief Digital and Information Officer has more than 25 years of experience, including leading enterprise digital transformation initiatives at major corporations, while our CISO brings over 25 years of experience across technical, operational, and strategic security leadership roles in global organizations.

See Part I, Item 1A.

\-38-

Our Information Security Program has been established with the mission of minimizing risk to our member, client and associate data and it is managed by our CISO.

Our current CISO has over 30 years of experience in information security and technology and has held a wide variety of technical and strategic leadership positions.

He holds advanced certifications including Certified Information Systems Security Professional and Certified Secure Software Lifecycle Professional.

In addition to this location, we have operating facilities located in each state where we operate as licensees of the BCBSA and in other [removed: states or] [added: state and] countries where we operate under our other brands.

[added: Our facilities] support our various business segments.

\-40-

Our facilities

\-39-

\-41-

\-40-

As of February 1, [removed: 2025,] [added: 2026,] there were [removed: 46,307] [added: 44,119] shareholders of record of our common stock.

1Total number of shares purchased includes [removed: 6,616] [added: 4,015] shares delivered to or withheld by us in connection with employee payroll tax withholding upon exercise or vesting of stock awards.

Stock grants to employees and directors and stock issued for stock option plans and stock purchase plans in the consolidated statements of [removed: shareholders’] [added: total] equity are shown net of these shares purchased.

During the year ended December 31, [removed: 2024,] [added: 2025,] we repurchased [removed: 6,661,737] [added: 7,434,937] shares at an aggregate cost of [removed: $2,900] [added: $2,605] under the program, including the cost of options to purchase shares.

The following Performance Graph and related information compares the cumulative total return to shareholders of our common stock for the period from December 31, [removed: 2019] [added: 2020] through December 31, [removed: 2024,] [added: 2025,] with the cumulative total return over such period of (i) the Standard & Poor’s 500 Stock Index (the “S&P 500 Index”) and (ii) the Standard and Poor’s 500 Health Care Index (the “S&P 500 Health Care Index”).

The graph assumes an investment of $100 on December 31, [removed: 2019] [added: 2020] in each of our common stock and these indices (and the reinvestment of all dividends).

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

Based upon an initial investment of $100 on December 31, [removed: 2019] [added: 2020] with dividends reinvested.

| October 1, 2025 to October 31, 2025 | | | | | | | | | 594,345 | | | | | | 346.27 | | | | | | 591,126 | | | | | | $ | 6,961 | |

| November 1, 2025 to November 30, 2025 | | | | | | | | | 497,122 | | | | | | 320.82 | | | | | | 496,635 | | | | | | 6,802 | | |

| December 1, 2025 to December 31, 2025 | | | | | | | | | 316,670 | | | | | | 338.92 | | | | | | 316,361 | | | | | | 6,695 | | |

| | | | | | | | | | 1,408,137 | | | | | | | | | | | | 1,404,122 | | | | | | | | |

\-42-


| Elevance Health, Inc. | | | | | | $ | 100 | | | | | $ | 146 | | | | | $ | 163 | | | | | $ | 152 | | | | | $ | 121 | | | | | $ | 117 | |

| S&P 500 Index | | | | | | 100 | | | | | | 129 | | | | | | 105 | | | | | | 133 | | | | | | 166 | | | | | | 196 | | |

| S&P 500 Health Care Index | | | | | | 100 | | | | | | 126 | | | | | | 124 | | | | | | 126 | | | | | | 129 | | | | | | 148 | | |

| October 1, 2024 to October 31, 2024 | | | | | | | | | 801,484 | | | | | | 421.93 | | | | | | 798,055 | | | | | | $ | 10,774 | |

| November 1, 2024 to November 30, 2024 | | | | | | | | | 1,859,856 | | | | | | 409.95 | | | | | | 1,856,962 | | | | | | 10,013 | | |

| December 1, 2024 to December 31, 2024 | | | | | | | | | 1,858,281 | | | | | | 383.93 | | | | | | 1,857,988 | | | | | | 9,300 | | |

| | | | | | | | | | 4,519,621 | | | | | | | | | | | | 4,513,005 | | | | | | | | |

\-41-


| Elevance Health, Inc. | | | | | | $ | 100 | | | | | $ | 108 | | | | | $ | 157 | | | | | $ | 176 | | | | | $ | 164 | | | | | $ | 130 | |

| S&P 500 Index | | | | | | 100 | | | | | | 118 | | | | | | 152 | | | | | | 125 | | | | | | 158 | | | | | | 197 | | |

| S&P 500 Health Care Index | | | | | | 100 | | | | | | 113 | | | | | | 143 | | | | | | 140 | | | | | | 143 | | | | | | 147 | | |

\-43-

\-42-

Years ended December 31, [removed: 2024, 2023] [added: 2025, 2024] and [removed: 2022][added: 2023]

| Reports of Independent Registered Public Accounting Firm (PCAOB ID:42) | | | [removed: [68](#idc484dac8df5439c82ff754f0c4725d4_67)] [added: [69](#i791a5a8637d547b09f4fcbe453d36a83_67)] | | |

| Consolidated Balance Sheets | | | [removed: [70](#idc484dac8df5439c82ff754f0c4725d4_73)] [added: [71](#i791a5a8637d547b09f4fcbe453d36a83_73)] | | |

| Consolidated Statements of Income | | | [removed: [71](#idc484dac8df5439c82ff754f0c4725d4_79)] [added: [72](#i791a5a8637d547b09f4fcbe453d36a83_79)] | | |

| Consolidated Statements of Comprehensive Income | | | [removed: [72](#idc484dac8df5439c82ff754f0c4725d4_82)] [added: [73](#i791a5a8637d547b09f4fcbe453d36a83_82)] | | |

| Consolidated Statements of Cash Flows | | | [removed: [73](#idc484dac8df5439c82ff754f0c4725d4_85)] [added: [74](#i791a5a8637d547b09f4fcbe453d36a83_85)] | | |

[removed: | Consolidated] [added: Consolidated] Statements of [removed: Shareholders’ Equity | | | [74](#idc484dac8df5439c82ff754f0c4725d4_88) | | |][added: Total Equity]

| Notes to Consolidated Financial Statements | | | [removed: [75](#idc484dac8df5439c82ff754f0c4725d4_91)] [added: [76](#i791a5a8637d547b09f4fcbe453d36a83_91)] | | |

We have audited the accompanying consolidated balance sheets of Elevance Health, Inc. (the Company) as of December 31, [removed: 2024] [added: 2025] and [removed: 2023,] [added: 2024,] the related consolidated statements of income, comprehensive income, cash flows and [removed: shareholders’] [added: total] equity for each of the three years in the period ended December 31, [removed: 2024,] [added: 2025,] and the related notes and financial statement schedule listed in the Index at Item 15(c) (collectively referred to as the “consolidated financial statements”).

In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company at December 31, [removed: 2024] [added: 2025] and [removed: 2023,] [added: 2024,] and the results of its operations and its cash flows for each of the three years in the period ended December 31, [removed: 2024,] [added: 2025,] in conformity with U.S. generally accepted accounting principles.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company’s internal control over financial reporting as of December 31, [removed: 2024,] [added: 2025,] based on criteria established in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework), and our report dated February [removed: 20, 2025] [added: 6, 2026] expressed an unqualified opinion thereon.

| Description of the Matter | | | | | | Medical claims payable was [removed: $15,746] [added: $17,084] million at December 31, [removed: 2024,] [added: 2025,] a significant portion of which related to the Company’s estimate for claims that are incurred but not paid. As discussed in Note 2 to the consolidated financial statements, the Company’s liability for incurred but not paid claims is determined using actuarial methods that include a number of factors and assumptions, including completion factors, which represent the average percentage of total incurred claims that have been paid through a given date after being incurred, and trend factors, which represent an estimate of claims expense based on recent claims expense levels and healthcare cost levels. There is significant uncertainty inherent in determining management’s best estimate of completion and trend factors, which are used to calculate actuarial estimates of incurred but not paid claims. | | |

| | | | [removed: December 31, 2024] | | | | | | [removed: December 31, 2023] [added: 2024] | | | [added: | | | | | | | | | 2023 | | | | | | | | | | | | | | |]

| Cash and cash equivalents | | | $ | [removed: 8,288] [added: 9,491] | | | | | $ | [removed: 6,526] [added: 8,288] | |

| Fixed maturity securities (amortized cost of [removed: $25,879] [added: $25,773] and [removed: $30,446;] [added: $25,879;] allowance for credit losses of [removed: $6] [added: $21] and [removed: $4)] [added: $6)] | | | [removed: 25,201] [added: 25,884] | | | | | | [removed: 29,614] [added: 25,201] | | |

| Equity securities | | | [removed: 1,192] [added: 740] | | | | | | [removed: 229] [added: 1,192] | | |

| Premium receivables | | | [removed: 8,011] [added: 10,073] | | | | | | [removed: 7,902] [added: 8,011] | | |

| Self-funded receivables | | | [removed: 5,044] [added: 5,162] | | | | | | [removed: 4,558] [added: 5,044] | | |

| Other receivables | | | [removed: 6,016] [added: 6,307] | | | | | | [removed: 5,405] [added: 6,016] | | |

| Other current assets | | | [removed: 4,700] [added: 5,344] | | | | | | [removed: 5,795] [added: 4,700] | | |

| Assets held for sale | | | [removed: 490] [added: —] | | | | | | [removed: —] [added: 490] | | |

| Total current assets | | | [removed: 58,942] [added: 63,001] | | | | | | [removed: 60,029] [added: 58,942] | | |

| Fixed maturity securities (amortized cost of [removed: $1,049] [added: $1,116] and [removed: $890;] [added: $1,049;] allowance for credit losses of $0 and $0) | | | [removed: 1,035] [added: 1,121] | | | | | | [removed: 876] [added: 1,035] | | |

| Other invested assets | | | [removed: 9,749] [added: 10,839] | | | | | | [removed: 6,107] [added: 9,749] | | |

| Property and equipment, net | | | [removed: 4,652] [added: 4,679] | | | | | | [removed: 4,359] [added: 4,652] | | |

| Goodwill | | | [removed: 28,277] [added: 28,344] | | | | | | [removed: 25,317] [added: 28,277] | | |

| Other intangible assets | | | [removed: 12,094] [added: 11,200] | | | | | | [removed: 10,273] [added: 12,094] | | |

| Other noncurrent assets | | | [removed: 2,140] [added: 2,310] | | | | | | [removed: 1,967] [added: 2,140] | | |

| Total assets | | | $ | [removed: 116,889] [added: 121,494] | | | | | $ | [removed: 108,928] [added: 116,889] | |

| Medical claims payable | | | $ | [removed: 15,746] [added: 17,084] | | | | | $ | [removed: 16,111] [added: 15,746] | |

| Other policyholder liabilities | | | [removed: 4,204] [added: 3,632] | | | | | | [removed: 5,600] [added: 4,204] | | |

| Unearned income | | | [removed: 1,508] [added: 1,493] | | | | | | [removed: 1,402] [added: 1,508] | | |

| Accounts payable and accrued expenses | | | [removed: 6,927] [added: 7,322] | | | | | | [removed: 6,910] [added: 6,927] | | |

| Short-term borrowings | | | [removed: 365] [added: 150] | | | | | | [removed: 225] [added: 365] | | |

| Current portion of long-term debt | | | [removed: 1,649] [added: 1,099] | | | | | | 1,649 | | |

| Other current liabilities | | | [removed: 10,029] [added: 10,255] | | | | | | [removed: 9,894] [added: 10,029] | | |

| Liabilities held for sale | | | [removed: 153] [added: —] | | | | | | [removed: —] [added: 153] | | |

| Total current liabilities | | | [removed: 40,581] [added: 41,035] | | | | | | [removed: 41,791] [added: 40,581] | | |

| Long-term debt, less current portion | | | [removed: 29,218] [added: 30,797] | | | | | | [removed: 23,246] [added: 29,218] | | |

| Reserves for future policy benefits | | | [removed: 190] [added: 145] | | | | | | [removed: 778] [added: 190] | | |

February 6, 2026

| Noncontrolling interests and other adjustments | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 14 | | | | | | 14 | | | | | | | | |

| December 31, 2023 | | | 233.1 | | | | | | 2 | | | | | | 8,868 | | | | | | 31,749 | | | | | | (1,313) | | | | | | 99 | | | | | | 39,405 | | | | | | | | |

| Noncontrolling interests and other adjustments | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 27 | | | | | | 27 | | | | | | | | |

| Net income (loss) | | | — | | | | | | — | | | | | | — | | | | | | 5,662 | | | | | | — | | | | | | (1) | | | | | | 5,661 | | | | | | | | |

| Noncontrolling interests and other adjustments | | | — | | | | | | — | | | | | | — | | | | | | 58 | | | | | | — | | | | | | 30 | | | | | | 88 | | | | | | | | |

| Repurchase and retirement of common stock, including excise tax | | | (7.5) | | | | | | — | | | | | | (296) | | | | | | (2,341) | | | | | | — | | | | | | — | | | | | | (2,637) | | | | | | | | |

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

| December 31, 2025 | | | 220.7 | | | | | | $ | 2 | | | | | $ | 8,938 | | | | | $ | 35,393 | | | | | $ | (451) | | | | | $ | 144 | | | | | $ | 44,026 | | | | | | | |

December 31, 2025

Across these markets, we generate revenue through risk-based premiums, administrative fees from self-funded employers and pharmacy and health service fees through our Carelon businesses.

- Wellpoint — represents our Wellpoint branded Medicare, Medicaid and commercial Health Benefit plans and other non-BCBSA brands; and

When estimates of prepayments change, the

During the year ended December 31, 2025, we realized a $264 settlement with a value-based care provider, which allowed us to release $129 from the allowance for doubtful accounts.

Of the settlement amount, $154 pertains to services rendered in 2024, with the remaining $110 attributable to 2025.

Additionally, the One Big Beautiful Bill Act (“OBBBA”) signed into law on July 4, 2025, included various tax policy changes.

We do not believe the OBBBA will have a material impact on our consolidated financial position.

We complete our

The

Benefit obligations related to unqualified defined benefit pension plans are recorded with “Other noncurrent liabilities”.

payment patterns as well as emerging medical cost trends to project our best estimate of claim liabilities.

Payables are recorded as adjustments to

Overall,

We adopted these amendments on January 1, 2024, using the retrospective approach.

We adopted these amendments on January 1, 2025 and applied the amendments on a prospective basis.

Our Income Taxes footnote disclosure was updated to reflect adoption of the standard.

We adopted ASU 2023-05 as of January 1, 2025 and applied

the amendments on a prospective basis.

In July 2025, the FASB issued Accounting Standards Update No. 2025-05, *Financial Instruments—Credit Losses (Topic 326): Measurement of Credit Losses for Accounts Receivable and Contract Assets* (“ASU 2025-05”).

This standard introduces a practical expedient for all entities when estimating expected credit losses on current accounts receivable and contract assets arising from transactions under Accounting Standards Codification Topic (“ASC”) 606.

Under the practical expedient, entities may assume that conditions at the balance sheet date remain unchanged over the life of the asset, reducing the need to prepare complex macroeconomic forecasts for short-term balances.

ASU 2025-05 is effective for our fiscal years beginning after December 15, 2025, and interim periods within such fiscal years, with prospective application required.

Early adoption is permitted.

We have assessed the impact of adopting ASU 2025-05 and is not expected to have a material impact on our consolidated financial statements and disclosures.

In September 2025, the FASB issued Accounting Standards Update No. 2025-06, *Intangibles—Goodwill and Other—Internal-Use Software (Subtopic 350-40): Targeted Improvements to the Accounting for Internal-Use Software* (“ASU 2025-06”).

This standard modernizes the accounting for internal-use software by removing references to prescriptive development stages and instead requiring capitalization of costs once (1) management has authorized and committed to funding the software project, and (2) it is probable the project will be completed and placed in service.

Entities must evaluate whether there is “significant development uncertainty,” such as unresolved novel functionality or substantially revised performance requirements, before meeting this capitalization threshold.

ASU 2025-06 is effective for our fiscal years beginning after December 15, 2027, and interim periods within such fiscal years, with early adoption permitted.

Entities may adopt the amendments prospectively, retrospectively, or under a modified transition approach.

We are currently evaluating the impact of ASU 2025-06 on our consolidated financial statements and related disclosures.

\-67-

February 20, 2025

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

| January 1, 2022 | | | 241.8 | | | | | | $ | 2 | | | | | $ | 9,148 | | | | | $ | 27,119 | | | | | $ | (197) | | | | | $ | 68 | | | | | $ | 36,140 | | | | | | | |

| Noncontrolling interests adjustment | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 36 | | | | | | 36 | | | | | | | | |

| Repurchase and retirement of common stock | | | (4.8) | | | | | | — | | | | | | (184) | | | | | | (2,132) | | | | | | — | | | | | | — | | | | | | (2,316) | | | | | | | | |

| Convertible debenture repurchases and conversions | | | | | | | | | — | | | | | | (232) | | | | | | — | | | | | | — | | | | | | — | | | | | | (232) | | | | | | | | |

| Noncontrolling interests adjustment | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 14 | | | | | | 14 | | | | | | | | |

| December 31, 2023 | | | 233.1 | | | | | | 2.0 | | | | | | 8,868.0 | | | | | | 31,749.0 | | | | | | (1,313.0) | | | | | | 99.0 | | | | | | 39,405.0 | | | | | | | | |

| Noncontrolling interests adjustment | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 27 | | | | | | 27 | | | | | | | | |

Elevance Health, Inc.

- Wellpoint — unites select non-BCBSA licensed Medicare, Medicaid and commercial plans under the Wellpoint name; and

Our consolidated financial

Notes to Consolidated Financial Statements (continued)

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

The securities on loan are reported in the applicable investment category on our consolidated balance sheets.

to us.

drivers used to evaluate whether the fair value of our goodwill and indefinite-lived intangible assets is impaired.

contracts for these transactions.

The assumed healthcare cost trend rates used to measure the expected cost of other postretirement benefits are based on an initial assumed healthcare cost trend rate declining to an ultimate healthcare cost trend rate over a select number of years.

No reserves for premium deficiencies were established at December 31, 2024 or 2023.

For contracts that

An adjustment of $(131) was made to shareholders’ net income for the year ended December 31, 2022, which include an adjustment to benefit expense of $155.

The amendments are to be applied on a prospective basis, although retrospective adoption is permitted.

These amendments are effective prospectively for all joint venture formations with a formation date on or after January 1, 2025.

The majority of the goodwill is not deductible for income tax purposes.

On March 11, 2024, we completed our acquisition of Paragon Healthcare, Inc. (“Paragon”).

Paragon, which operates as part of CarelonRx, provides infusion services and injectable therapies through its omnichannel model of ambulatory infusion centers, home infusion pharmacies, and other specialty pharmacy services.

This acquisition aligns with our vision to be an innovative, valuable and inclusive healthcare partner by providing care management programs that improve the lives of the people we serve.

The proforma effects of this acquisition for prior periods were not

material to our consolidated results of operations.

These acquisitions included BioPlus Parent, LLC and its subsidiaries (“BioPlus”), which were acquired in February 2023.

The purchase prices for all business combinations were preliminarily allocated to the tangible and intangible net assets acquired based on management's initial estimates of their fair values, of which $820 was allocated to finite-lived intangible assets and $923 to goodwill.

Of these amounts, $1,723 was allocated to our CarelonRx reportable segment and $20 to our Carelon Services reportable segment.

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

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

Through December 31, 2024, the impact of

Divestitures

On April 1, 2024, we completed the sale of our life and disability businesses to StanCorp Financial Group, Inc. (“The Standard”), a provider of financial protection products and services for employers and individuals, which resulted in a gain on sale of business of $201 in the year ended December 31, 2024.

Upon closing, we and The Standard entered into a product distribution partnership.

We carried out an evaluation as of December 31, [removed: 2024,] [added: 2025,] under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures as defined in Rule 13a-15(e) of the Exchange Act.

Management, under the supervision and with the participation of the principal executive officer and principal financial officer, assessed the effectiveness of the Company’s Internal Control as of December 31, [removed: 2024.][added: 2025.]

Based on management’s assessment, management has concluded that the Company’s Internal Control was effective as of December 31, [removed: 2024] [added: 2025] to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external reporting purposes in accordance with GAAP.

Ernst & Young LLP, the Company’s independent registered public accounting firm, has audited the consolidated financial statements of the Company for the year ended December 31, [removed: 2024,] [added: 2025,] and has also issued an audit report dated February [removed: 20, 2025,] [added: 6, 2026,] on the effectiveness of the Company’s Internal Control as of December 31, [removed: 2024,] [added: 2025,] which is included in this Annual Report on Form 10-K.

There have been no changes in our internal control over financial reporting that occurred during the three months ended December 31, [removed: 2024] [added: 2025] that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

We have audited Elevance Health, Inc.’s internal control over financial reporting as of December 31, [removed: 2024,] [added: 2025,] based on criteria established in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework) (the COSO criteria).

In our opinion, Elevance Health, Inc. (the Company) maintained, in all material respects, effective internal control over financial reporting as of December 31, [removed: 2024,] [added: 2025,] based on the COSO criteria.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated balance sheets of [removed: Elevance Health, Inc.] [added: the Company] as of December 31, [removed: 2024] [added: 2025] and [removed: 2023,] [added: 2024,] the related consolidated statements of income, comprehensive income, cash flows and [removed: shareholders’] [added: total] equity for each of the three years in the period ended December 31, [removed: 2024,] [added: 2025,] and the related notes and financial statement schedule listed in the Index at Item 15(c) and our report dated February [removed: 20, 2025] [added: 6, 2026] expressed an unqualified opinion thereon.

\-129-

\-130-

February 6, 2026

\-131-

\-134-

The Company completed its acquisitions of Paragon Healthcare, Inc., Centers Plan for Healthy Living LLC, Centers for Specialty Care Group IPA, LLC, and RSV QOZB LTSS, Inc. and certain of its affiliated entities in 2024.

As permitted by the U.S. Securities and Exchange Commission, management's assessment as of December 31, 2024 did not include the Internal Control of these acquired entities, which are included in the Company's consolidated financial statements as of December 31, 2024.

Such operations of Paragon Healthcare, Inc., Centers Plan for Health Living LLC, Centers for Specialty Care Group IPA, LLC, and RSV QOZB LTSS, Inc. and certain of its affiliated entities constituted 5% of the Company's total assets and 11% of the Company's net assets, respectively, as of December 31, 2024 and 1% of the Company's total revenues and 0% of the Company's net income, respectively, for the year then ended.

\-135-

As indicated in the accompanying Management's Report on Internal Control over Financial Reporting, management's assessment of and conclusion on the effectiveness of internal control over financial reporting did not include the internal controls of Paragon Healthcare, Inc., Centers Plan for Healthy Living LLC, Centers for Specialty Care Group IPA, LLC, and RSV QOZB LTSS, Inc. and certain affiliated entities, which are included in the 2024 consolidated financial statements of the Company and constituted 5% and 11% of total and net assets, respectively, as of December 31, 2024 and 1% and 0% of revenues and net income, respectively, for the year then ended.

Our audit of internal control over financial reporting of the Company also did not include an evaluation of the internal control over financial reporting of Paragon Healthcare, Inc., Centers Plan for Healthy Living LLC, Centers for Specialty Care Group IPA, LLC, and RSV QOZB LTSS, Inc. and certain affiliated entities.

February 20, 2025

\-136-

During the three months ended December 31, [removed: 2024,] [added: 2025,] none of our directors or officers (as defined in Rule-1(f) of the Exchange Act) adopted, modified or terminated a “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement”, as each term is defined in Item 408 of Regulation S-K.

A copy of our insider trading policy is filed as Exhibit 19.1 to this [added: Annual Report on] Form 10-K.

The information required by this Item concerning our Directors and nominees for Director, information about our Audit Committee members and financial expert(s), disclosure of any delinquent filers under Section 16(a) of the Exchange Act and our Code of Conduct is incorporated herein by reference from our definitive Proxy Statement for our [removed: 2025] [added: 2026] Annual Meeting of Shareholders, which will be filed with the SEC pursuant to Regulation 14A within 120 days after the end of our last fiscal year.

The information required by this Item concerning remuneration of our Executive Officers and Directors, material transactions involving such Executive Officers and Directors and Compensation Committee interlocks, as well as the Compensation and Talent Committee Report and the CEO pay ratio are incorporated herein by reference from our definitive Proxy Statement for our [removed: 2025] [added: 2026] Annual Meeting of Shareholders, which will be filed with the SEC pursuant to Regulation 14A within 120 days after the end of our last fiscal year.

Securities authorized for issuance under our equity compensation plans as of December 31, [removed: 2024] [added: 2025] are as follows:

2Includes shares that may be issued under the Elevance Health Incentive Compensation Plan and the 2017 Elevance Health Incentive Compensation Plan pursuant to the following outstanding awards: [removed: 2,863,293] [added: 3,069,078] stock options, [removed: 500,096] [added: 549,282] unvested restricted stock units, and [removed: 1,051,828] [added: 1,194,144] performance stock units (assuming that the outstanding performance stock units are earned at the maximum award level).

4Excludes securities reflected in the first column, “Number of securities to be issued upon exercise of outstanding options, warrants and rights.” Includes [removed: 10,204,347] [added: 11,559,216] shares of common stock available for issuance as stock options, restricted stock awards, performance stock awards, performance awards and stock appreciation rights under the 2017 Elevance Health Incentive Compensation Plan at December 31, [removed: 2024.][added: 2025.]

Includes [removed: 4,011,385] [added: 3,831,316] shares of common stock available for issuance under the Stock Purchase Plan at December 31, [removed: 2024.][added: 2025.]

The information required by this Item concerning the stock ownership of management and five percent beneficial owners is incorporated herein by reference from our definitive Proxy Statement for our [removed: 2025] [added: 2026] Annual Meeting of Shareholders, which will be filed with the SEC pursuant to Regulation 14A within 120 days after the end of our last fiscal year.

| Equity compensation plans approved by shareholders as of December 31, 2025 | | | 4,812,504 | | | $373.89 | | | 15,390,532 | | |

\-132-

| Equity compensation plans approved by shareholders as of December 31, 2024 | | | 4,415,217 | | | $361.36 | | | 14,215,732 | | |

\-137-

The information required by this Item concerning certain relationships and related person transactions and Director independence is incorporated herein by reference from our definitive Proxy Statement for our [removed: 2025] [added: 2026] Annual Meeting of Shareholders, which will be filed with the SEC pursuant to Regulation 14A within 120 days after the end of our last fiscal year.

The information required by this Item concerning principal accountant fees and services is incorporated herein by reference from our definitive Proxy Statement for our [removed: 2025] [added: 2026] Annual Meeting of Shareholders, which will be filed with the SEC pursuant to Regulation 14A within 120 days after the end of our last fiscal year.

\-133-

\-138-

Consolidated Balance Sheets as of December 31, [removed: 2024] [added: 2025] and [removed: 2023][added: 2024]

Consolidated Statements of Income for the years ended December 31, [added: 2025,] 2024, [removed: 2023,] and [removed: 2022][added: 2023]

Consolidated Statements of Comprehensive Income for the years ended December 31, [added: 2025,] 2024, [removed: 2023,] and [removed: 2022][added: 2023]

Consolidated Statements of Cash Flows for the years ended December 31, [removed: 2024, 2023] [added: 2025, 2024] and [removed: 2022][added: 2023]

Consolidated Statements of [removed: Shareholders’] [added: Total] Equity for the years ended December 31, [removed: 2024, 2023] [added: 2025, 2024] and [removed: 2022][added: 2023]

| 3.1 | | | | | | [Amended and Restated Articles of Incorporation of the Company, as amended and restated effective June 27, 2022, incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K filed on June 28, [removed: 2022.](http://www.sec.gov/Archives/edgar/data/1156039/000119312522183957/d359422dex31.htm)] [added: 2022.](https://www.sec.gov/Archives/edgar/data/1156039/000119312522183957/d359422dex31.htm)] | | | | | | | | |

| 3.2 | | | | | | [Bylaws of the Company, as amended effective October 4, 2023, incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K filed on October 5, [removed: 2023.](http://www.sec.gov/Archives/edgar/data/1156039/000115603923000106/october2023amendedandresta.htm)] [added: 2023.](https://www.sec.gov/Archives/edgar/data/1156039/000115603923000106/october2023amendedandresta.htm)] | | | | | | | | |

| 4.1 | | | | | | [Indenture, dated as of December 9, 2004, between the Company and The Bank of New York Trust Company, N.A., as trustee, including the Form of the Company’s 5.950% Notes due 2034, incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K filed on December 15, [removed: 2004.](http://www.sec.gov/Archives/edgar/data/1156039/000119312504213329/dex41.htm)] [added: 2004.](https://www.sec.gov/Archives/edgar/data/1156039/000119312504213329/dex41.htm)] | | | | | | | | |

| 4.2 | | | | | | [Indenture, dated as of January 10, 2006, between the Company and The Bank of New York Mellon Trust Company, N.A. (formerly known as The Bank of New York Trust Company, N.A.), as trustee, incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K filed on January 11, [removed: 2006.](http://www.sec.gov/Archives/edgar/data/1156039/000119312506004785/dex41.htm)] [added: 2006.](https://www.sec.gov/Archives/edgar/data/1156039/000119312506004785/dex41.htm)] | | | | | | | | |

| | | | | | | (a) | | | [Form of 5.85% Notes due 2036, incorporated by reference to Exhibit 4.4 to the Company’s Current Report on Form 8-K filed on January 11, [removed: 2006.](http://www.sec.gov/Archives/edgar/data/1156039/000119312506004785/dex44.htm)] [added: 2006.](https://www.sec.gov/Archives/edgar/data/1156039/000119312506004785/dex44.htm)] | | | | | |

| | | | | | | (b) | | | [Form of 6.375% Notes due 2037, incorporated by reference to Exhibit 4.3 to the Company’s Current Report on Form 8-K filed on June 8, [removed: 2007.](http://www.sec.gov/Archives/edgar/data/1156039/000119312507132564/dex43.htm)] [added: 2007.](https://www.sec.gov/Archives/edgar/data/1156039/000119312507132564/dex43.htm)] | | | | | |

| | | | | | | (c) | | | [Form of 5.800% Notes due 2040, incorporated by reference to Exhibit 4.3 to the Company’s Current Report on Form 8-K filed on August 12, [removed: 2010.](http://www.sec.gov/Archives/edgar/data/1156039/000119312510187031/dex43.htm)] [added: 2010.](https://www.sec.gov/Archives/edgar/data/1156039/000119312510187031/dex43.htm)] | | | | | |

| | | | | | | (d) | | | [Form of 4.625% Notes due 2042, incorporated by reference to Exhibit 4.3 to the Company’s Current Report on Form 8-K filed on May 7, [removed: 2012.](http://www.sec.gov/Archives/edgar/data/1156039/000119312512215126/d347251dex43.htm)] [added: 2012.](https://www.sec.gov/Archives/edgar/data/1156039/000119312512215126/d347251dex43.htm)] | | | | | |

| | | | | | | (e) | | | [Form of 4.650% Notes due 2043, incorporated by reference to Exhibit 4.5 to the Company’s Current Report on Form 8-K filed on September 10, [removed: 2012.](http://www.sec.gov/Archives/edgar/data/1156039/000119312512386056/d408375dex45.htm)] [added: 2012.](https://www.sec.gov/Archives/edgar/data/1156039/000119312512386056/d408375dex45.htm)] | | | | | |

| | | | | | | (f) | | | [Form of 5.100% Notes due 2044, incorporated by reference to Exhibit 4.3 to the Company’s Current Report on Form 8-K filed on July 31, [removed: 2013.](http://www.sec.gov/Archives/edgar/data/1156039/000119312513312857/d577328dex43.htm)] [added: 2013.](https://www.sec.gov/Archives/edgar/data/1156039/000119312513312857/d577328dex43.htm)] | | | | | |

| | | | | | | (g) | | | [Form of 4.650% Notes due 2044, incorporated by reference to Exhibit 4.4 to the Company’s Current Report on Form 8-K filed on August 12, [removed: 2014.](http://www.sec.gov/Archives/edgar/data/1156039/000119312514306698/d774115dex44.htm)] [added: 2014.](https://www.sec.gov/Archives/edgar/data/1156039/000119312514306698/d774115dex44.htm)] | | | | | |

| | | | | | | (h) | | | [Form of 4.850% Notes due 2054, incorporated by reference to Exhibit 4.5 to the Company’s Current Report on Form 8-K filed on August 12, [removed: 2014.](http://www.sec.gov/Archives/edgar/data/1156039/000119312514306698/d774115dex45.htm)] [added: 2014.](https://www.sec.gov/Archives/edgar/data/1156039/000119312514306698/d774115dex45.htm)] | | | | | |

| 4.3 | | | | | | [Subordinated Indenture, dated as of May 12, 2015, between the Company and The Bank of New York Mellon Trust Company, N.A., as trustee, incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K filed on May 12, [removed: 2015.](http://www.sec.gov/Archives/edgar/data/1156039/000119312515184154/d924472dex41.htm)] [added: 2015.](https://www.sec.gov/Archives/edgar/data/1156039/000119312515184154/d924472dex41.htm)] | | | | | | | | |

| 4.4 | | | | | | [Indenture dated as of November 21, 2017 between the Company and The Bank of New York Mellon Trust Company, N.A. as trustee, incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K filed on November 21, [removed: 2017.](http://www.sec.gov/Archives/edgar/data/1156039/000119312517349359/d464820dex41.htm)] [added: 2017.](https://www.sec.gov/Archives/edgar/data/1156039/000119312517349359/d464820dex41.htm)] | | | | | | | | |

| | | | | | | (a) | | | [Form of 3.650% Notes due 2027, incorporated by reference to Exhibit 4.5 to the Company’s Current Report on Form 8-K filed on November 21, [removed: 2017.](http://www.sec.gov/Archives/edgar/data/1156039/000119312517349359/d464820dex45.htm)] [added: 2017.](https://www.sec.gov/Archives/edgar/data/1156039/000119312517349359/d464820dex45.htm)] | | | | | |

| | | | | | | (b) | | | [Form of 4.375% Notes due 2047, incorporated by reference to Exhibit 4.6 to the Company’s Current Report on Form 8-K filed on November 21, [removed: 2017.](http://www.sec.gov/Archives/edgar/data/1156039/000119312517349359/d464820dex46.htm)] [added: 2017.](https://www.sec.gov/Archives/edgar/data/1156039/000119312517349359/d464820dex46.htm)] | | | | | |

| | | | | | | (c) | | | [Form of 4.101% Notes due 2028, incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K filed on March 2, [removed: 2018.](http://www.sec.gov/Archives/edgar/data/1156039/000119312518068715/d510480dex41.htm)] [added: 2018.](https://www.sec.gov/Archives/edgar/data/1156039/000119312518068715/d510480dex41.htm)] | | | | | |

| | | | | | | (d) | | | [Form of 4.550% Notes due 2048, incorporated by reference to Exhibit 4.2 to the Company’s Current Report on Form 8-K filed on March 2, [removed: 2018.](http://www.sec.gov/Archives/edgar/data/1156039/000119312518068715/d510480dex42.htm)] [added: 2018.](https://www.sec.gov/Archives/edgar/data/1156039/000119312518068715/d510480dex42.htm)] | | | | | |

| | | | | | | (e) | | | [Form of [removed: 2.375%] [added: 2.875%] Notes due [removed: 2025,] [added: 2029,] incorporated by reference to Exhibit [removed: 4.1] [added: 4.2] to the Company’s Current Report on Form 8-K filed on September 9, [removed: 2019.](http://www.sec.gov/Archives/edgar/data/1156039/000119312519240850/d756383dex41.htm)] [added: 2019.](https://www.sec.gov/Archives/edgar/data/1156039/000119312519240850/d756383dex42.htm)] | | | | | |

| | | | | | | (f) | | | [Form of [removed: 2.875%] [added: 3.700%] Notes due [removed: 2029,] [added: 2049,] incorporated by reference to Exhibit [removed: 4.2] [added: 4.3] to the Company’s Current Report on Form 8-K filed on September 9, [removed: 2019.](http://www.sec.gov/Archives/edgar/data/1156039/000119312519240850/d756383dex42.htm)] [added: 2019.](https://www.sec.gov/Archives/edgar/data/1156039/000119312519240850/d756383dex43.htm)] | | | | | |

| | | | | | | [removed: (g)] [added: (bb)] | | | [Form of [removed: 3.700%] [added: 4.600%] Notes due [removed: 2049,] [added: 2032,] incorporated by reference to Exhibit 4.3 to the [removed: Company’s] [added: Company's] Current Report on Form 8-K filed on September [removed: 9, 2019.](http://www.sec.gov/Archives/edgar/data/1156039/000119312519240850/d756383dex43.htm)] [added: 15, 2025.](https://www.sec.gov/Archives/edgar/data/1156039/000119312525203542/d79603dex43.htm)] | | | | | |

| | | | | | | [removed: (h)] [added: (g)] | | | [Form of 2.250% Notes due 2030, incorporated by reference to Exhibit 4.2 to the Company’s Current Report on Form 8-K filed on May 5, 2020.](https://www.sec.gov/Archives/edgar/data/1156039/000119312520133805/d926925dex42.htm) | | | | | |

| | | | | | | [removed: (i)] [added: (h)] | | | [Form of 3.125% Notes due 2050, incorporated by reference to Exhibit 4.3 to the Company’s Current Report on Form 8-K filed on May 5, 2020.](https://www.sec.gov/Archives/edgar/data/1156039/000119312520133805/d926925dex43.htm) | | | | | |

| | | | | | | [removed: (j)] [added: (i)] | | | [Form of 1.500% Notes due 2026, incorporated by reference to Exhibit 4.2 to the Company’s Current Report on Form 8-K filed on March 17, 2021.](https://www.sec.gov/Archives/edgar/data/1156039/000119312521084138/d160823dex42.htm) | | | | | |

| | | | | | | [removed: (k)] [added: (j)] | | | [Form of 2.550% Notes due 2031, incorporated by reference to Exhibit 4.3 to the Company’s Current Report on Form 8-K filed on March 17, [removed: 2021.](http://www.sec.gov/Archives/edgar/data/1156039/000119312521084138/d160823dex43.htm)] [added: 2021.](https://www.sec.gov/Archives/edgar/data/1156039/000119312521084138/d160823dex43.htm)] | | | | | |

| | | | | | | [removed: (l)] [added: (k)] | | | [Form of 3.600% Notes due 2051, incorporated by reference to Exhibit 4.4 to the Company’s Current Report on Form 8-K filed on March 17, [removed: 2021.](http://www.sec.gov/Archives/edgar/data/1156039/000119312521084138/d160823dex44.htm)] [added: 2021.](https://www.sec.gov/Archives/edgar/data/1156039/000119312521084138/d160823dex44.htm)] | | | | | |

| | | | | | | [removed: (m)] [added: (l)] | | | [Form of 4.100% Notes due 2032, incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K filed on April 29, [removed: 2022.](http://www.sec.gov/Archives/edgar/data/1156039/000119312522133790/d274466dex41.htm)] [added: 2022.](https://www.sec.gov/Archives/edgar/data/1156039/000119312522133790/d274466dex41.htm)] | | | | | |

| | | | | | | [removed: (n)] [added: (m)] | | | [Form of 4.550% Notes due 2052, incorporated by reference to Exhibit 4.2 to the Company’s Current Report on Form 8-K filed on April 29, [removed: 2022.](http://www.sec.gov/Archives/edgar/data/1156039/000119312522133790/d274466dex42.htm)] [added: 2022.](https://www.sec.gov/Archives/edgar/data/1156039/000119312522133790/d274466dex42.htm)] | | | | | |

| | | | | | | [removed: (o)] [added: (n)] | | | [Form of [removed: 5.350%] [added: 5.500%] Notes due [removed: 2025,] [added: 2032,] incorporated by reference to Exhibit [removed: 4.1] [added: 4.2] to the Company’s Current Report on Form 8-K filed on November 4, [removed: 2022.](http://www.sec.gov/Archives/edgar/data/1156039/000119312522277914/d416104dex41.htm)] [added: 2022.](https://www.sec.gov/Archives/edgar/data/1156039/000119312522277914/d416104dex42.htm)] | | | | | |

| | | | | | | [removed: (p)] [added: (o)] | | | [Form of [removed: 5.500%] [added: 6.100%] Notes due [removed: 2032,] [added: 2052,] incorporated by reference to Exhibit [removed: 4.2] [added: 4.3] to the Company’s Current Report on Form 8-K filed on November 4, [removed: 2022.](http://www.sec.gov/Archives/edgar/data/1156039/000119312522277914/d416104dex42.htm)] [added: 2022.](https://www.sec.gov/Archives/edgar/data/1156039/000119312522277914/d416104dex43.htm)] | | | | | |

| | | | | | | (q) | | | [Form of [removed: 6.100%] [added: 5.125%] Notes due [removed: 2052,] [added: 2053,] incorporated by reference to Exhibit 4.3 to the [removed: Company’s] [added: Company](https://www.sec.gov/Archives/edgar/data/1156039/000119312523028419/d413102dex43.htm)[’](http://www.sec.gov/Archives/edgar/data/1156039/000119312522277914/d416104dex43.htm)[s] Current Report on Form 8-K filed on [removed: November 4, 2022.](http://www.sec.gov/Archives/edgar/data/1156039/000119312522277914/d416104dex43.htm)] [added: February 8, 2023.](https://www.sec.gov/Archives/edgar/data/1156039/000119312523028419/d413102dex43.htm)] | | | | | |

| | | | | | | [removed: (r)] [added: (p)] | | | [Form of [removed: 4.900%] [added: 4.750%] Notes due [removed: 2026,] [added: 2033,] incorporated by reference to Exhibit [removed: 4.1] [added: 4.2] to the [removed: Company](https://www.sec.gov/Archives/edgar/data/1156039/000119312523028419/d413102dex41.htm)[’](http://www.sec.gov/Archives/edgar/data/1156039/000119312522277914/d416104dex43.htm)[s] [added: Company](https://www.sec.gov/Archives/edgar/data/1156039/000119312523028419/d413102dex42.htm)[’](http://www.sec.gov/Archives/edgar/data/1156039/000119312522277914/d416104dex43.htm)[s] Current Report on Form 8-K filed on February 8, [removed: 2023.](https://www.sec.gov/Archives/edgar/data/1156039/000119312523028419/d413102dex41.htm)] [added: 2023.](https://www.sec.gov/Archives/edgar/data/1156039/000119312523028419/d413102dex42.htm)] | | | | | |

| | | | | | | [removed: (s)] [added: (r)] | | | [Form of [removed: 4.750%] [added: 5.150%] Notes due [removed: 2033,] [added: 2029,] incorporated by reference to Exhibit 4.2 to the [removed: Company](https://www.sec.gov/Archives/edgar/data/1156039/000119312523028419/d413102dex42.htm)[’](http://www.sec.gov/Archives/edgar/data/1156039/000119312522277914/d416104dex43.htm)[s] [added: Company's] Current Report on Form 8-K filed on [removed: February 8, 2023.](https://www.sec.gov/Archives/edgar/data/1156039/000119312523028419/d413102dex42.htm)] [added: May 30, 2024.](https://www.sec.gov/Archives/edgar/data/1156039/000119312524150440/d819869dex42.htm)] | | | | | |

| | | | | | | [removed: (t)] [added: (s)] | | | [Form of [removed: 5.125%] [added: 5.375%] Notes due [removed: 2053,] [added: 2034,] incorporated by reference to Exhibit 4.3 to the [removed: Company](https://www.sec.gov/Archives/edgar/data/1156039/000119312523028419/d413102dex43.htm)[’](http://www.sec.gov/Archives/edgar/data/1156039/000119312522277914/d416104dex43.htm)[s] [added: Company's] Current Report on Form 8-K filed on [removed: February 8, 2023.](https://www.sec.gov/Archives/edgar/data/1156039/000119312523028419/d413102dex43.htm)] [added: May 30, 2024.](https://www.sec.gov/Archives/edgar/data/1156039/000119312524150440/d819869dex43.htm)] | | | | | |

| | | | | | | [removed: (u)] [added: (t)] | | | [removed: [F](https://www.sec.gov/Archives/edgar/data/1156039/000119312524150440/d819869dex42.htm)[orm] [added: [Form] of [removed: 5.150%](https://www.sec.gov/Archives/edgar/data/1156039/000119312524150440/d819869dex42.htm) [Notes] [added: 5.650% Notes] due [removed: 2029,] [added: 2054,] incorporated by [removed: re](https://www.sec.gov/Archives/edgar/data/1156039/000119312524150440/d819869dex42.htm)[ference] [added: reference] to Exhibit [removed: 4.2] [added: 4.4] to the Company's Current [removed: R](https://www.sec.gov/Archives/edgar/data/1156039/000119312524150440/d819869dex42.htm)[eport] [added: Report] on Form 8-K filed on May 30, [removed: 2024.](https://www.sec.gov/Archives/edgar/data/1156039/000119312524150440/d819869dex42.htm)] [added: 2024.](https://www.sec.gov/Archives/edgar/data/1156039/000119312524150440/d819869dex44.htm)] | | | | | |

\-134-

\-135-

| | | | | | | (dd) | | | [Form of 5.700% Notes due 2055, incorporated by reference to Exhibit 4.5 to the Company's Current Report on Form 8-K filed on September 15, 2025.](https://www.sec.gov/Archives/edgar/data/1156039/000119312525203542/d79603dex45.htm) | | | | | |

\-136-

| | | | | | | (o) | | | [Form of Incentive Compensation Plan Nonqualified Stock Option Award Agreement for 2025, incorporated by reference to Exhibit 10.2(q) to the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2025.](https://www.sec.gov/Archives/edgar/data/1156039/000115603925000057/exhibit102q-noticeofoption.htm) | | | | | |

\-137-

| | | | | | | (e) | | | [Form of Employment Agreement between the Company and each of the following: Erin M. Wessling and Ryan R. Craig, incorporated by reference to Exhibit 10.9(e) to the Company's Quarterly Report on Form 10-Q for the quarter ended September 30, 2025](https://www.sec.gov/Archives/edgar/data/1156039/000115603925000136/exhibit109e-formofemployme.htm)[.](https://www.sec.gov/Archives/edgar/data/1156039/000115603925000136/exhibit109e-formofemployme.htm) | | | | | |

\-138-

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

\-139-

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| *(In millions, except share data)* | | | December 31, [removed: 2024] [added: 2025] | | | | | | December 31, [removed: 2023] [added: 2024] | | |

| Cash and cash equivalents | | | $ | [removed: 1,870] [added: 2,548] | | | | | $ | [removed: 1,483] [added: 1,870] | |

| Equity securities | | | [removed: 487] [added: 24] | | | | | | [removed: 80] [added: 487] | | |

| Other receivables | | | [removed: 49] [added: 99] | | | | | | [removed: 58] [added: 49] | | |

| Net due from subsidiaries | | | [removed: 4,697] [added: 208] | | | | | | [removed: —] [added: 4,697] | | |

| Other current assets | | | [removed: 705] [added: 683] | | | | | | [removed: 959] [added: 705] | | |

| Total current assets | | | [removed: 7,808] [added: 3,562] | | | | | | [removed: 2,580] [added: 7,808] | | |

| Other invested assets | | | [removed: 3,636] [added: 3,830] | | | | | | [removed: 822] [added: 3,636] | | |

| Property and equipment, net | | | [removed: 159] [added: 151] | | | | | | [removed: 178] [added: 159] | | |

| Deferred tax [removed: assets,] [added: liabilities,] net | | | [removed: —] [added: 10] | | | | | | [removed: 199] [added: 55] | | |

| Investments in subsidiaries | | | [removed: 63,173] [added: 71,721] | | | | | | [removed: 63,426] [added: 63,173] | | |

| Other noncurrent assets | | | [removed: 584] [added: 689] | | | | | | [removed: 217] [added: 584] | | |

| Total assets | | | $ | [removed: 75,360] [added: 79,953] | | | | | $ | [removed: 67,422] [added: 75,360] | |

| Accounts payable and accrued expenses | | | $ | [removed: 737] [added: 1,292] | | | | | $ | [removed: 1,709] [added: 737] | |

| Current portion of long-term debt | | | [removed: 1,649] [added: 1,099] | | | | | | 1,649 | | |

| Other current liabilities | | | [removed: 610] [added: 687] | | | | | | [removed: 413] [added: 610] | | |

| Total current liabilities | | | [removed: 2,996] [added: 3,078] | | | | | | [removed: 4,505] [added: 2,996] | | |

| Long-term debt, less current portion | | | [removed: 29,193] [added: 30,772] | | | | | | [removed: 23,221] [added: 29,193] | | |

| Other noncurrent liabilities | | | [removed: 1,801] [added: 2,211] | | | | | | [removed: 390] [added: 1,801] | | |

| Total liabilities | | | [removed: 34,045] [added: 36,071] | | | | | | [removed: 28,116] [added: 34,045] | | |

| Common stock, par value $0.01, shares authorized - 900,000,000; shares issued and outstanding - [removed: 227,479,695] [added: 220,723,898] and [removed: 233,071,088] [added: 227,479,695] | | | 2 | | | | | | 2 | | |

| Additional paid-in capital | | | [removed: 8,911] [added: 8,938] | | | | | | [removed: 8,868] [added: 8,911] | | |

| Retained earnings | | | [removed: 33,549] [added: 35,393] | | | | | | [removed: 31,749] [added: 33,549] | | |

| Accumulated other comprehensive loss | | | [removed: (1,147)] [added: (451)] | | | | | | [removed: (1,313)] [added: (1,147)] | | |

| Total shareholders’ equity | | | [removed: 41,315] [added: 43,882] | | | | | | [removed: 39,306] [added: 41,315] | | |

| Total liabilities and shareholders’ equity | | | $ | [removed: 75,360] [added: 79,953] | | | | | $ | [removed: 67,422] [added: 75,360] | |

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

| Net investment income | | | $ | [removed: 110] [added: 45] | | | | | $ | [removed: 25] [added: 110] | | | | | $ | [removed: 4] [added: 25] | |

| Net [removed: (losses) gains] [added: losses] on financial instruments | | | [removed: (23)] [added: (101)] | | | | | | [removed: (100)] [added: (23)] | | | | | | [removed: 2] [added: (100)] | | |

| Service fees | | | [removed: 9] [added: 12] | | | | | | [removed: 8] [added: 9] | | | | | | [removed: 7] [added: 8] | | |

| Total revenues (losses) | | | [removed: 96] [added: (44)] | | | | | | [removed: (67)] [added: 96] | | | | | | [removed: 13] [added: (67)] | | |