Was Brian Newman’s CVS Form 4 transaction a share sale in the open market?

No, the filing shows a tax-withholding disposition, not an open-market sale. Shares were surrendered to cover withholding taxes on a restricted stock unit vesting, which is a standard mechanism for handling equity compensation tax obligations.

CVS Health (CVS) CFO surrenders 2,478 shares for tax withholding

Filing Impact

(High)

Filing Sentiment

(Neutral)

Form Type

Rhea-AI Filing Summary

CVS Health executive vice president and chief financial officer Brian Newman reported a routine tax-related share disposition. He surrendered 2,478 shares of common stock at $90.98 per share to cover withholding taxes due when a restricted stock unit award vested and settled. After this non-market transaction, he continues to hold 3,008 CVS shares directly.

Insider Trade Summary

1 transaction reported

Mixed 1 txn

Insider Newman Brian

Role EVP, Chief Financial Officer

Type	Security	Shares	Price	Value
Tax Withholding	Common Stock	2,478	$90.98	$225K

Holdings After Transaction: Common Stock — 3,008 shares (Direct, null)

Footnotes (1)

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Key Figures

Shares surrendered for taxes: 2,478 shares Implied price per share: $90.98 per share Shares held after transaction: 3,008 shares

3 metrics

Shares surrendered for taxes 2,478 shares Tax-withholding disposition on restricted stock unit vesting

Implied price per share $90.98 per share Value used for tax-withholding share surrender

Shares held after transaction 3,008 shares Direct CVS common stock ownership after Form 4 event

Key Terms

restricted stock unit, withholding taxes, tax-withholding disposition, Form 4

4 terms

restricted stock unit financial

"upon the vesting and settlement of a restricted stock unit award"

A restricted stock unit is a promise from a company to give an employee shares of stock after certain conditions are met, like staying with the company for a set amount of time. It’s like earning a bonus that turns into company stock once you’ve proven your commitment, making it a way to motivate and reward employees.

withholding taxes financial

"Surrender of shares in payment of withholding taxes due upon the vesting"

Withholding taxes are amounts a payer or government takes out of payments — such as wages, interest, or dividends — before the recipient gets the money, functioning like a cashier keeping part of a bill to pay taxes on your behalf. For investors this matters because it reduces the cash they actually receive, affects net returns and yield calculations, and may require additional paperwork or treaty claims to recover or offset the withheld amount against final tax bills.

tax-withholding disposition financial

"transaction_action": "tax-withholding disposition""

A tax-withholding disposition is an event or transaction—such as selling or transferring securities, exercising options, or receiving compensation—that triggers a requirement to hold back part of the payment and remit it to tax authorities. It matters to investors because it reduces the cash they receive immediately and can change the timing and amount of taxable income, like a cashier taking a portion of your sale proceeds to pay taxes before you get the rest.

Form 4 regulatory

"INSIDER FILING DATA (Form 4)"

Form 4 is a official document that company insiders, such as executives or major shareholders, file with regulators whenever they buy or sell company shares. It provides transparency about how those with inside knowledge are trading, helping investors see if insiders are confident in the company's prospects or may be selling for personal reasons. This information can influence investor decisions by revealing insiders' perspectives on the company's value.

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Form 4 Insider Transactions: What Each Field Means →

06/01/2026 - 05:02 PM

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Newman Brian

(Last)

(First)

(Middle)

ONE CVS DRIVE

(Street)

WOONSOCKET

RHODE ISLAND

02895

(City)

(State)

(Zip)

UNITED STATES

(Country)

2. Issuer Name and Ticker or Trading Symbol
CVS HEALTH Corp [ CVS ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	EVP, Chief Financial Officer

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
05/31/2026

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

4. If Amendment, Date of Original Filed (Month/Day/Year)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	05/31/2026		F⁽¹⁾		2,478	D	$90.98	3,008	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)

Explanation of Responses:

1. Surrender of shares in payment of withholding taxes due upon the vesting and settlement of a restricted stock unit award.

	/s/ Brian Newman	06/01/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
* Form 4: SEC 1474 (03-26)

Source: View Original Filing on SEC EDGAR

FAQ

What did CVS (CVS) CFO Brian Newman report in this Form 4?

Brian Newman reported surrendering 2,478 CVS shares to cover tax withholding on a vested restricted stock unit grant. This was an automatic, non-market transaction rather than an open-market trade, and it reflects routine equity compensation tax treatment.

How many CVS shares did Brian Newman surrender for taxes in this filing?

He surrendered 2,478 CVS common shares at $90.98 per share. These shares were used to satisfy withholding taxes tied to the vesting and settlement of a restricted stock unit award, according to the Form 4 footnote disclosure.

How many CVS shares does Brian Newman hold after this Form 4 transaction?

After the tax-withholding disposition, Brian Newman directly holds 3,008 CVS common shares. This post-transaction figure reflects his remaining direct equity position reported in the Form 4 following the restricted stock unit vesting event.

What does the F transaction code mean in the CVS Form 4 for Brian Newman?

The F code indicates payment of a tax liability or exercise price by delivering securities. Here, it shows Newman surrendered CVS shares to cover withholding taxes from a restricted stock unit vesting, a common, non-discretionary equity compensation event.