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Executive at CVS (CVS) has 454 restricted shares withheld for FICA taxes

Filing Impact
(Neutral)
Filing Sentiment
(Neutral)
Form Type
4

Rhea-AI Filing Summary

CVS Health Corp senior vice president James David Clark reported a Form 4 showing a withholding of 454 restricted common shares on June 26, 2026. The shares were withheld by CVS to cover FICA taxes because he is retirement eligible, not as an open-market sale. After this tax-withholding disposition, he directly holds 27,606 CVS shares.

Positive

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Negative

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Insider Clark James David
Role SVP, Cont & Chief Acct Officer
Type Security Shares Price Value
Tax Withholding Common Stock (Restricted) 454 $90.98 $41K
Holdings After Transaction: Common Stock (Restricted) — 27,606 shares (Direct, null)
Footnotes (1)
  1. [object Object]
Tax-withheld shares 454 shares Restricted common stock withheld for FICA taxes
Withholding reference price $90.98 per share Value used for the 454 withheld restricted shares
Post-transaction holdings 27,606 shares Direct CVS common stock held after withholding
Tax-withholding transactions 1 transaction, 454 shares Summary of tax-withholding activity in this Form 4
Common Stock (Restricted) financial
"security_title: "Common Stock (Restricted)""
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.
FICA taxes financial
"to satisfy FICA taxes arising from the reporting person being retirement eligible"
retirement eligible financial
"FICA taxes arising from the reporting person being retirement eligible"
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Form 4 Insider Transactions: What Each Field Means →
SEC Form 4
FORM 4UNITED 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*
Clark James David
(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)
Director10% Owner
XOfficer (give title below)Other (specify below)
SVP, Cont & Chief Acct Officer
2a. Foreign Trading Symbol
3. Date of Earliest Transaction (Month/Day/Year)
06/26/2026		6. Individual or Joint/Group Filing (Check Applicable Line)
XForm 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)
CodeVAmount(A) or (D)Price
Common Stock (Restricted)06/26/2026F(1)454D$90.9827,606D
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)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Explanation of Responses:
1. Transaction represents the withholding of shares by the Issuer to satisfy FICA taxes arising from the reporting person being retirement eligible.
/s/ James D. Clark06/29/2026
** Signature of Reporting PersonDate
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 insider transaction did CVS (CVS) report for James David Clark?

CVS reported that SVP and Chief Accounting Officer James David Clark had 454 restricted common shares withheld. The shares were taken by the company to cover FICA tax obligations related to his retirement eligibility, not sold in the open market.

Was the CVS (CVS) insider transaction a sale of shares?

The transaction was not an open-market sale. CVS withheld 454 restricted shares from James David Clark to satisfy FICA taxes tied to his retirement eligibility. This is a tax-withholding disposition, a routine administrative event rather than a discretionary share sale.

How many CVS (CVS) shares were involved in James David Clark’s Form 4?

The Form 4 shows 454 restricted common shares were withheld by CVS. These shares covered FICA tax obligations arising from Clark being retirement eligible, according to the footnote disclosure included with the insider transaction filing.

How many CVS (CVS) shares does James David Clark hold after the transaction?

After the tax-withholding disposition, James David Clark directly holds 27,606 CVS common shares. This post-transaction balance reflects his remaining direct ownership following the withholding of 454 restricted shares to satisfy FICA tax obligations.

What does the F-code mean in the CVS (CVS) Form 4 transaction?

The F-code on the Form 4 indicates shares were withheld to pay taxes or exercise costs. In this case, 454 restricted CVS shares were withheld to satisfy FICA taxes related to James David Clark’s retirement eligibility, rather than representing a market sale.

Does the CVS (CVS) insider transaction indicate a change in insider sentiment?

This transaction does not clearly indicate a change in sentiment. It reflects 454 restricted shares withheld by CVS to cover FICA taxes, a routine administrative action when an executive is retirement eligible, rather than a voluntary buy or sell decision in the market.