CVS (CVS) registers forms for 2032–2065 notes with major underwriters
Rhea-AI Filing Summary
CVS Health Corporation filed an 8-K reporting documentation related to a debt offering process. The filing references an Underwriting Agreement dated August 11, 2025 naming Barclays Capital Inc., J.P. Morgan Securities LLC and Wells Fargo Securities, LLC as representatives of the underwriters. The forms of four notes with maturities labeled 2032, 2035, 2055 and 2065 are included as exhibits, along with the opinion and consent of Wachtell, Lipton, Rosen & Katz. The cover page Inline XBRL data is noted as filed. The filing is signed by Brian Newman, Executive Vice President and Chief Financial Officer on August 15, 2025.
Positive
- Underwriting Agreement dated August 11, 2025 is in place with major bookrunners (Barclays, J.P. Morgan, Wells Fargo)
- Forms of notes for 2032, 2035, 2055, 2065 are filed as exhibits, enabling a multi‑maturity issuance
- Opinion and consent of Wachtell, Lipton, Rosen & Katz included, supporting legal sufficiency of documentation
- Cover page Inline XBRL tags are embedded, indicating structured data filing compliance
Negative
- None.
Insights
CVS is preparing a multi‑maturity note issuance under an underwriting agreement.
The filing explicitly lists an Underwriting Agreement dated August 11, 2025 and forms of notes for 2032, 2035, 2055 and 2065 maturities, which indicates structured debt tranches are being registered.
This matters because issuance across long maturities can affect the company’s long‑term leverage profile and refinancing mix; the exhibits (forms of notes and legal opinion) are standard for a securities registration process.
Required legal exhibits and counsel consents are included with the 8‑K registration materials.
The document names the law firm Wachtell, Lipton, Rosen & Katz providing an opinion and consent, and states the cover page Inline XBRL tags are embedded, meeting disclosure formatting expectations.
From a compliance view, inclusion of underwriting, note forms, counsel opinion, and XBRL cover data are routine steps in registering debt securities for public sale.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 OR 15(d)
of The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):
(Exact name of registrant as specified in its charter)
| (State or other jurisdiction of incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
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Registrant’s telephone number, including area code:
Former name or former address, if changed since last report: N/A
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class |
Trading |
Name of each exchange | ||
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Section 8 – Other Events
| Item 8.01 | Other Events. |
On August 11, 2025, CVS Health Corporation, a Delaware corporation (the “Company”), entered into an Underwriting Agreement (the “Underwriting Agreement”) with Barclays Capital Inc., J.P. Morgan Securities LLC and Wells Fargo Securities, LLC as representatives of the several underwriters named in Schedule I thereto (collectively, the “Underwriters”), pursuant to which the Company agreed to issue and sell to the Underwriters $750,000,000 aggregate principal amount of its 5.000% Senior Notes due 2032 (the “2032 Notes”), $1,500,000,000 aggregate principal amount of its 5.450% Senior Notes due 2035 (the “2035 Notes”), $1,250,000,000 aggregate principal amount of its 6.200% Senior Notes due 2055 (the “2055 Notes”) and $500,000,000 aggregate principal amount of its 6.250% Senior Notes due 2065 (the “2065 Notes” and, together with the 2032 Notes, the 2035 Notes and the 2055 Notes, the “Notes”). The Notes were offered pursuant to the Company’s Registration Statement on Form S-3ASR, File No. 333-272200, dated May 25, 2023 (the “Registration Statement”) and were issued on August 15, 2025. The net proceeds to the Company from the sale of the Notes, after deducting the Underwriters’ discounts and the estimated offering expenses payable by the Company, are approximately $3,958,207,500. A copy of the Underwriting Agreement is filed as Exhibit 1.1 to this Current Report on Form 8-K and is incorporated herein by reference and incorporated by reference into the Registration Statement.
The Notes are governed by and issued pursuant to a Senior Indenture dated August 15, 2006 between the Company and The Bank of New York Mellon Trust Company, N.A., as trustee (the “Senior Indenture”). The Company may issue additional senior debt securities from time to time pursuant to the Senior Indenture. The form of Senior Indenture was filed as Exhibit 4.1 to the Company’s Current Report on Form 8-K filed on August 15, 2006 and shall be incorporated by reference into this Current Report on Form 8-K. The forms of the Notes are filed as Exhibits 4.1, 4.2, 4.3 and 4.4 to this Current Report on Form 8-K and are incorporated by reference into the Registration Statement.
Section 9 – Financial Statements and Exhibits
| Item 9.01 | Financial Statements and Exhibits. |
| (d) | Exhibits. |
The exhibits to this Current Report on Form 8-K are as follows:
INDEX TO EXHIBITS
| Exhibit |
Description | |
| 1.1 | Underwriting Agreement dated August 11, 2025, among CVS Health Corporation and Barclays Capital Inc., J.P. Morgan Securities LLC and Wells Fargo Securities, LLC as representatives of the several Underwriters named in Schedule I thereto. | |
| 4.1 | Form of the 2032 Note. | |
| 4.2 | Form of the 2035 Note. | |
| 4.3 | Form of the 2055 Note. | |
| 4.4 | Form of the 2065 Note. | |
| 5.1 | Opinion of Wachtell, Lipton, Rosen & Katz. | |
| 23.1 | Consent of Wachtell, Lipton, Rosen & Katz (included in Exhibit 5.1). | |
| 104 | Cover Page Interactive Data File (the cover page XBRL tags are embedded within the Inline XBRL document). | |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
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CVS HEALTH CORPORATION | ||||
| Date: August 15, 2025 | By: | /s/ Brian Newman | ||||
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Brian Newman | ||||
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Executive Vice President and Chief Financial Officer | ||||
FAQ
What did CVS (CVS) file in this 8-K?
Who are the underwriter representatives named in the filing?
Does the 8-K specify the maturities of the notes being registered?
Is there legal counsel opinion included with the filing?
When was the 8-K signed and by whom?
