CVS SVP gets stock awards, withholds shares for tax

CVS Health senior vice president and chief accounting officer James David Clark reported routine equity compensation changes.

Rhea-AI Filing Summary

CVS Health senior vice president and chief accounting officer James David Clark reported routine equity compensation changes. On March 31, 2026, he received 11,138 shares of restricted common stock and a stock option for 11,976 shares at $71.82 per share, both vesting in three equal annual installments starting March 31, 2027. On April 1, 2026, 3,262 shares of common stock, valued at $72.49 per share, were surrendered to cover withholding taxes due at vesting, leaving him with 15,457 common shares held directly.

Insights

Equity compensation analyst

Routine CVS executive equity grants with tax withholding, no open-market trades.

SVP and chief accounting officer James David Clark received a grant of 11,138 restricted shares and a stock option on 11,976 shares at $71.82. Both awards vest in three annual installments beginning on March 31, 2027.

A separate 3,262-share disposition at $72.49 reflects shares surrendered for withholding taxes on vesting, not an open-market sale. After this, he holds 15,457 common shares directly. These are standard compensation and tax events, not directional trading.

Insider Trade Summary

3 transactions reported

Mixed 3 txns

Insider Clark James David

Role SVP, Cont & Chief Acct Officer

Type	Security	Shares	Price	Value
Exercise Price or Tax Liability	Common Stock	3,262	$72.49	$236K
Grant/Award	Stock Option	11,976	$71.82	$860K
Grant/Award	Common Stock (Restricted)	11,138	$71.82	$800K

Holdings After Transaction: Stock Option — 11,976 contracts (Direct); Common Stock (Restricted) — 35,539 shares (Direct); Common Stock — 15,457 shares (Direct)

Footnotes (3)

1. F1. Consists of restricted stock units awarded pursuant to Issuer's 2017 Incentive Compensation Plan. Restrictions lapse in three equal installments, commencing 3/31/2027.
2. F2. Surrender of shares in payment of withholding taxes due upon the vesting and settlement of restricted stock units.
3. F3. Option becomes exercisable in three equal annual installments, commencing 3/31/2027.

Key Figures

Restricted stock grant: 11,138 shares at $71.82 Stock option grant: 11,976 options at $71.82 Option term: Expires March 31, 2036 +3 more

6 metrics

Restricted stock grant 11,138 shares at $71.82 Restricted common stock awarded on March 31, 2026

Stock option grant 11,976 options at $71.82 Option exercise price; grant on March 31, 2026

Option term Expires March 31, 2036 Option exercisable in three annual installments starting March 31, 2027

Tax-withholding shares 3,262 shares at $72.49 Shares surrendered April 1, 2026 to cover withholding taxes

Direct common shares held 15,457 shares Common stock directly owned after April 1, 2026 transaction

RSU vesting start March 31, 2027 Restricted stock units vest in three equal annual installments from this date

Key Terms

restricted stock units, withholding taxes, 2017 Incentive Compensation Plan, Stock Option, +1 more

5 terms

restricted stock units financial

"Consists of restricted stock units awarded pursuant to Issuer's 2017 Incentive Compensation Plan."

Restricted stock units are a type of company reward where employees are promised shares of stock, but they only fully own these shares after meeting certain conditions, like staying with the company for a set time. They matter because they can become valuable assets and are often used to motivate employees to help the company succeed.

withholding taxes financial

"Surrender of shares in payment of withholding taxes due upon the vesting and settlement of restricted stock units."

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.

2017 Incentive Compensation Plan financial

"Consists of restricted stock units awarded pursuant to Issuer's 2017 Incentive Compensation Plan."

Stock Option financial

"Option becomes exercisable in three equal annual installments, commencing 3/31/2027."

A stock option is a contract that gives you the right to buy or sell a company's stock at a specific price within a certain time frame. People use them to potentially make money if the stock's price moves favorably or to protect against losses. It's like holding a coupon that can be used to buy or sell stock at a set price later on.

exercisable in three equal annual installments financial

"Option becomes exercisable in three equal annual installments, commencing 3/31/2027."

FAQ

What equity awards did CVS (CVS) executive James David Clark receive?

James David Clark received 11,138 shares of restricted common stock and a stock option for 11,976 shares at $71.82 per share. Both awards vest in three equal annual installments beginning March 31, 2027 under CVS’s 2017 Incentive Compensation Plan.

Was there any open-market buying or selling in this CVS (CVS) Form 4?

No open-market trades occurred. The only disposition was 3,262 shares surrendered at $72.49 per share to cover withholding taxes upon vesting of restricted stock units, which is a standard tax-settlement mechanism rather than a discretionary market sale.

How many CVS (CVS) shares does James David Clark hold after these transactions?

After the reported tax-withholding disposition, James David Clark directly holds 15,457 shares of CVS common stock. He also holds new equity awards, including restricted stock and a stock option, which vest over time starting March 31, 2027, subject to plan terms.

When do James David Clark’s new CVS (CVS) equity awards vest and become exercisable?

Both the restricted stock units and the stock option begin vesting on March 31, 2027. Each vests or becomes exercisable in three equal annual installments, spreading vesting from March 31, 2027 through March 31, 2029, aligning incentives with longer-term company performance.

What does the tax-withholding transaction in the CVS (CVS) Form 4 represent?

The 3,262-share transaction represents surrender of shares to pay withholding taxes owed when restricted stock units vested and settled. This “F” code disposition is an administrative tax payment method, not an open-market sale, and does not reflect a change in investment view.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Accepted by SEC EDGAR 04/02/2026 - 04:51 PM Learn about SEC filing dates

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^*

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)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	SVP, Cont & Chief Acct Officer

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
03/31/2026

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)
			Code	V	Amount	(A) or (D)	Price
Common Stock (Restricted)	03/31/2026		A(1)		11,138	A	$71.82	35,539	D
Common Stock	04/01/2026		F(2)		3,262	D	$72.49	15,457	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)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Stock Option(3)	$71.82	03/31/2026		A		11,976		03/31/2027	03/31/2036	Common Stock	11,976	$71.82	11,976	D

Explanation of Responses:

1. Consists of restricted stock units awarded pursuant to Issuer's 2017 Incentive Compensation Plan. Restrictions lapse in three equal installments, commencing 3/31/2027.

2. Surrender of shares in payment of withholding taxes due upon the vesting and settlement of restricted stock units.

3. Option becomes exercisable in three equal annual installments, commencing 3/31/2027.

	/s/ James D. Clark	04/02/2026
	** 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)