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CVS (CVS) CEO Joyner receives large RSU grant and surrenders shares for taxes

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

Rhea-AI Filing Summary

CVS Health President, CEO and Chair J. David Joyner reported routine equity compensation activity. He received 86,326 shares of Common Stock in the form of restricted stock units under the company’s 2017 Incentive Compensation Plan, valued at $71.82 per share. These RSUs vest in three equal installments beginning on March 31, 2027.

In a separate transaction tied to RSU vesting and settlement, Joyner surrendered 8,029 shares of common stock at $72.49 per share to cover withholding tax obligations. After this tax-withholding disposition, he directly holds 70,349 shares of CVS common stock and 160,860 RSUs. These are non‑open‑market, compensation-related transactions rather than discretionary stock purchases or sales.

Positive

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Negative

  • None.
Insider Joyner J. David
Role President, CEO and Chair
Type Security Shares Price Value
Tax Withholding Common Stock 8,029 $72.49 $582K
Grant/Award Common Stock (RSUs) 86,326 $71.82 $6.20M
Holdings After Transaction: Common Stock — 70,349 shares (Direct); Common Stock (RSUs) — 160,860 shares (Direct)
Footnotes (1)
  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. Surrender of shares in payment of withholding taxes due upon the vesting and settlement of restricted stock units.
RSU grant 86,326 RSUs Restricted stock units awarded; price $71.82 per share
RSU grant price $71.82 per share Value per share for 86,326 RSUs granted
Tax-withheld shares 8,029 shares Shares surrendered to cover withholding taxes
Tax-withholding price $72.49 per share Value per share for 8,029 surrendered shares
Common shares after disposition 70,349 shares Direct CVS common stock holdings after tax-withholding disposition
RSUs after grant 160,860 RSUs Total restricted stock units held after new award
RSU vesting start date March 31, 2027 Restrictions lapse in three equal installments from this date
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.
2017 Incentive Compensation Plan financial
"Consists of restricted stock units awarded pursuant to Issuer's 2017 Incentive Compensation Plan."
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.
tax-withholding disposition financial
"Payment of exercise price or tax liability by delivering securities"
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 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*
Joyner J. 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)
XDirector10% Owner
XOfficer (give title below)Other (specify below)
President, CEO and Chair
2a. Foreign Trading Symbol
3. Date of Earliest Transaction (Month/Day/Year)
03/31/2026		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 (RSUs)03/31/2026A(1)86,326A$71.82160,860D
Common Stock04/01/2026F(2)8,029D$72.4970,349D
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. 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.
/s/ J. David Joyner04/02/2026
** 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 did CVS (CVS) CEO J. David Joyner report in this Form 4 filing?

J. David Joyner reported a grant of 86,326 restricted stock units and a related tax-withholding share surrender. These are compensation and tax events, not open-market trades, reflecting routine equity-based pay rather than a change in his investment stance.

How many CVS (CVS) restricted stock units were granted to the CEO and when do they vest?

Joyner received 86,326 restricted stock units under CVS’s 2017 Incentive Compensation Plan. The restrictions lapse in three equal installments, starting on March 31, 2027. This schedule gradually delivers full ownership over time, aligning his compensation with long-term company performance.

Why did CVS (CVS) CEO surrender 8,029 shares, and was this an open-market sale?

He surrendered 8,029 common shares to pay withholding taxes due on RSU vesting and settlement. This is recorded under code F and represents a tax-withholding disposition, not an open-market sale, so it does not indicate a discretionary decision to sell shares.

What are J. David Joyner’s CVS (CVS) holdings after these Form 4 transactions?

After the tax-withholding disposition, Joyner directly holds 70,349 shares of CVS common stock. Following the RSU grant, he also holds 160,860 restricted stock units, which represent additional potential future shares as the restrictions lapse over time.

Are the CVS (CVS) CEO’s reported transactions likely to be viewed as routine compensation events?

Yes. The Form 4 shows a large RSU grant under the 2017 Incentive Compensation Plan and a tax-withholding share surrender. Both are standard components of executive equity compensation programs rather than market-driven buying or selling decisions.