STOCK TITAN

CVS Health (NYSE: CVS) director-linked funds sell 3.75M shares and exit swaps

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

Rhea-AI Filing Summary

CVS Health Corp director-associated funds reported sizable open-market sales of CVS stock and related derivatives. Investment funds managed by Glenview Capital Management sold a total of 3,750,000 CVS-related shares, including common stock and cash-settled swaps referencing common shares, over May 19–21, 2026 at weighted average prices in the mid-$90s per share.

The transactions were executed indirectly through the Glenview Investment Funds and the GO Fund, not by Larry Robbins personally. Following these sales, entities managed by Glenview Capital Management continued to hold 4,824,799 CVS common shares indirectly, while the cash-settled swap position referencing 378,000 shares was reduced to zero.

Positive

  • None.

Negative

  • None.
Insider ROBBINS LARRY
Role null
Sold 3,750,000 shs ($352.74M)
Type Security Shares Price Value
Sale Cash-Settled Swaps 378,000 $93.311 $35.27M
Sale Common Stock 370,462 $93.4482 $34.62M
Sale Common Stock 797,628 $93.4766 $74.56M
Sale Common Stock 152,691 $94.8061 $14.48M
Sale Common Stock 66,881 $95.6655 $6.40M
Sale Common Stock 800 $96.2819 $77K
Sale Common Stock 1,983,387 $94.448 $187.33M
Sale Common Stock 151 $95.18 $14K
Holdings After Transaction: Cash-Settled Swaps — 0 shares (Indirect, Held by Glenview Investment Funds); Common Stock — 4,824,799 shares (Indirect, Held by Glenview Investment Funds)
Footnotes (1)
  1. These shares of the Issuer's common stock (the "Shares") are held for the accounts of Glenview Capital Master Fund, Ltd., Glenview Offshore Opportunity Master Fund, Ltd. (the "GO Fund"), Glenview Healthcare Master Fund, L.P., and GCM Suggestivist I Master Fund, L.P. (collectively, the "Glenview Investment Funds"). This price reflects the weighted average price for open-market sales of Shares on May 19, 2026 within a $1.00 range. The actual prices for these transactions range from $94.18 to $95.175, inclusive. The Reporting Person further undertakes to provide upon request by the Commission staff, the Issuer, or a security holder of the Issuer, full information regarding the number of Shares sold at each separate price. The Reporting Person disclaims beneficial ownership over any securities owned by the Glenview Investment Funds other than to the extent of any pecuniary interest he may have therein. The Glenview Investment Funds are the record holders of the Shares. The Reporting Person is the Founder, Portfolio Manager and CIO of Glenview Capital Management, LLC, which serves as investment manager to each of the Glenview Investment Funds. The Reporting Person shares voting and dispositive power over the Shares held by the Glenview Investment Funds and may be deemed to beneficially own such Shares. This price reflects the weighted average price for open-market sales of Shares on May 20, 2026 within a $1.00 range. The actual prices for these transactions range from $93.25 to $94.19, inclusive. The Reporting Person further undertakes to provide upon request by the Commission staff, the Issuer, or a security holder of the Issuer, full information regarding the number of Shares sold at each separate price. This price reflects the weighted average price for open-market sales of Shares on May 20, 2026 within a $1.00 range. The actual prices for these transactions range from $94.25 to $95.245, inclusive. The Reporting Person further undertakes to provide upon request by the Commission staff, the Issuer, or a security holder of the Issuer, full information regarding the number of Shares sold at each separate price. This price reflects the weighted average price for open-market sales of Shares on May 20, 2026 within a $1.00 range. The actual prices for these transactions range from $95.25 to $96.21, inclusive. The Reporting Person further undertakes to provide upon request by the Commission staff, the Issuer, or a security holder of the Issuer, full information regarding the number of Shares sold at each separate price. This price reflects the weighted average price for open-market sales of Shares on May 20, 2026 within a $1.00 range. The actual prices for these transactions range from $96.25 to $96.34, inclusive. The Reporting Person further undertakes to provide upon request by the Commission staff, the Issuer, or a security holder of the Issuer, full information regarding the number of Shares sold at each separate price. This price reflects the weighted average price for open-market sales of Shares on May 21, 2026 within a $1.00 range. The actual prices for these transactions range from $93.125 to $93.83, inclusive. The Reporting Person further undertakes to provide upon request by the Commission staff, the Issuer, or a security holder of the Issuer, full information regarding the number of Shares sold at each separate price. These cash-settled swaps reference shares of the Issuer's common stock (the "Swaps") and are held for the account of the GO Fund. The GO Fund is the record holder of the Swaps. The Reporting Person is the Founder, Portfolio Manager and CIO of Glenview Capital Management, LLC, which serves as investment manager to the GO Fund. The Reporting Person shares voting and dispositive power over the Swaps held by the GO Fund and may be deemed to beneficially own such Swaps.
Total CVS-related shares sold 3,750,000 shares Net sell shares across May 19–21, 2026
Common shares sold 3,372,000 shares Sum of non-derivative open-market sales
Swaps reference shares 378,000 shares Underlying CVS common shares for cash-settled swaps sold
Shares held after sales 4,824,799 shares Indirect CVS common stock position after May 21, 2026 trade
Largest single-day common sale 1,983,387 shares Open-market sale on May 19, 2026 at $94.4480
Cash-settled swap reference price $58.29/share Conversion or exercise price of swaps referencing CVS stock
Swap expiration date September 16, 2027 Expiration of cash-settled swaps referencing CVS shares
Common sale price example $93.4482/share Weighted average price for 370,462-share sale on May 21, 2026
cash-settled swaps financial
"These cash-settled swaps reference shares of the Issuer's common stock (the "Swaps") and are held for the account of the GO Fund."
weighted average price financial
"This price reflects the weighted average price for open-market sales of Shares on May 19, 2026 within a $1.00 range."
Weighted average price is the average price of a security where each trade or component is counted according to its size, so bigger trades pull the average more than smaller ones. Think of it like calculating the average cost of a grocery haul where items you bought more of have greater influence on the final per-item cost. Investors use it to understand the true average price paid or received, judge execution quality, and compare trading performance against market movement.
beneficial ownership financial
"The Reporting Person disclaims beneficial ownership over any securities owned by the Glenview Investment Funds other than to the extent of any pecuniary interest he may have therein."
Beneficial ownership means the person or entity that actually enjoys the benefits of owning shares or other assets — such as receiving dividends, voting rights, or price gains — even if the legal title is held in another name. For investors it matters because knowing who truly controls and profits from a company reveals who can influence decisions, exposes potential conflicts of interest or hidden concentration of power, and affects transparency and risk in the stock.
dispositive power financial
"The Reporting Person shares voting and dispositive power over the Shares held by the Glenview Investment Funds and may be deemed to beneficially own such Shares."
Dispositive power is the authority to decide the final outcome of an asset, legal claim, contract, or corporate action — in effect the power to dispose of or resolve something. For investors it matters because whoever holds that authority can determine who gets paid, who controls an asset or vote, and how risks and returns are allocated; think of it like holding the key that lets you lock in the winner or loser in a deal.
investment manager financial
"Glenview Capital Management, LLC, which serves as investment manager to each of the Glenview Investment Funds."
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*
ROBBINS LARRY

(Last)(First)(Middle)
520 MADISON AVENUE, 33RD FLOOR

(Street)
NEW YORK NEW YORK 10022

(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
Officer (give title below)Other (specify below)
2a. Foreign Trading Symbol
3. Date of Earliest Transaction (Month/Day/Year)
05/19/2026
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(1)05/19/2026S1,983,387D$94.448(2)6,213,412IHeld by Glenview Investment Funds(3)(4)
Common Stock(1)05/19/2026S151D$95.186,213,261IHeld by Glenview Investment Funds(3)(4)
Common Stock(1)05/20/2026S797,628D$93.4766(5)5,415,633IHeld by Glenview Investment Funds(3)(4)
Common Stock(1)05/20/2026S152,691D$94.8061(6)5,262,942IHeld by Glenview Investment Funds(3)(4)
Common Stock(1)05/20/2026S66,881D$95.6655(7)5,196,061IHeld by Glenview Investment Funds(3)(4)
Common Stock(1)05/20/2026S800D$96.2819(8)5,195,261IHeld by Glenview Investment Funds(3)(4)
Common Stock(1)05/21/2026S370,462D$93.4482(9)4,824,799IHeld by Glenview Investment Funds(3)(4)
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
Cash-Settled Swaps(10)$58.2905/21/2026S378,00008/16/202409/16/2027Common Stock378,000$93.3110IHeld by Glenview Investment Funds(3)(11)
Explanation of Responses:
1. These shares of the Issuer's common stock (the "Shares") are held for the accounts of Glenview Capital Master Fund, Ltd., Glenview Offshore Opportunity Master Fund, Ltd. (the "GO Fund"), Glenview Healthcare Master Fund, L.P., and GCM Suggestivist I Master Fund, L.P. (collectively, the "Glenview Investment Funds").
2. This price reflects the weighted average price for open-market sales of Shares on May 19, 2026 within a $1.00 range. The actual prices for these transactions range from $94.18 to $95.175, inclusive. The Reporting Person further undertakes to provide upon request by the Commission staff, the Issuer, or a security holder of the Issuer, full information regarding the number of Shares sold at each separate price.
3. The Reporting Person disclaims beneficial ownership over any securities owned by the Glenview Investment Funds other than to the extent of any pecuniary interest he may have therein.
4. The Glenview Investment Funds are the record holders of the Shares. The Reporting Person is the Founder, Portfolio Manager and CIO of Glenview Capital Management, LLC, which serves as investment manager to each of the Glenview Investment Funds. The Reporting Person shares voting and dispositive power over the Shares held by the Glenview Investment Funds and may be deemed to beneficially own such Shares.
5. This price reflects the weighted average price for open-market sales of Shares on May 20, 2026 within a $1.00 range. The actual prices for these transactions range from $93.25 to $94.19, inclusive. The Reporting Person further undertakes to provide upon request by the Commission staff, the Issuer, or a security holder of the Issuer, full information regarding the number of Shares sold at each separate price.
6. This price reflects the weighted average price for open-market sales of Shares on May 20, 2026 within a $1.00 range. The actual prices for these transactions range from $94.25 to $95.245, inclusive. The Reporting Person further undertakes to provide upon request by the Commission staff, the Issuer, or a security holder of the Issuer, full information regarding the number of Shares sold at each separate price.
7. This price reflects the weighted average price for open-market sales of Shares on May 20, 2026 within a $1.00 range. The actual prices for these transactions range from $95.25 to $96.21, inclusive. The Reporting Person further undertakes to provide upon request by the Commission staff, the Issuer, or a security holder of the Issuer, full information regarding the number of Shares sold at each separate price.
8. This price reflects the weighted average price for open-market sales of Shares on May 20, 2026 within a $1.00 range. The actual prices for these transactions range from $96.25 to $96.34, inclusive. The Reporting Person further undertakes to provide upon request by the Commission staff, the Issuer, or a security holder of the Issuer, full information regarding the number of Shares sold at each separate price.
9. This price reflects the weighted average price for open-market sales of Shares on May 21, 2026 within a $1.00 range. The actual prices for these transactions range from $93.125 to $93.83, inclusive. The Reporting Person further undertakes to provide upon request by the Commission staff, the Issuer, or a security holder of the Issuer, full information regarding the number of Shares sold at each separate price.
10. These cash-settled swaps reference shares of the Issuer's common stock (the "Swaps") and are held for the account of the GO Fund.
11. The GO Fund is the record holder of the Swaps. The Reporting Person is the Founder, Portfolio Manager and CIO of Glenview Capital Management, LLC, which serves as investment manager to the GO Fund. The Reporting Person shares voting and dispositive power over the Swaps held by the GO Fund and may be deemed to beneficially own such Swaps.
/s/ Larry M. Robbins05/21/2026
** 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)

FAQ

What did Glenview-affiliated funds disclose in this CVS (CVS) Form 4 filing?

Glenview-affiliated funds disclosed open-market sales totaling 3,750,000 CVS-related shares, including both common stock and cash-settled swaps. These transactions occurred over May 19–21, 2026 at weighted average prices in the mid-$90s per share.

How many CVS shares do Glenview-managed entities hold after these Form 4 sales?

After the reported sales, Glenview-managed entities indirectly hold 4,824,799 CVS common shares. This figure reflects the position following the May 21, 2026 transaction and excludes the closed cash-settled swap position referencing 378,000 underlying shares.

Were the CVS (CVS) Form 4 transactions direct trades by Larry Robbins?

No, the trades were reported as indirect holdings. The shares and cash-settled swaps are held by the Glenview Investment Funds and the GO Fund, for which Larry Robbins’ firm, Glenview Capital Management, serves as investment manager.

What type of derivative position in CVS stock was reported in this Form 4?

The filing reports cash-settled swaps referencing 378,000 CVS common shares. These swaps had a reference price of $58.29 per share and an expiration date of September 16, 2027, with the reported position reduced to zero.

How many CVS common shares were sold by Glenview-managed funds in this filing?

Glenview-managed funds reported open-market sales of 3,372,000 CVS common shares across May 19–21, 2026. In addition, they closed a cash-settled swap position referencing 378,000 underlying shares, bringing total CVS-related share exposure sold to 3,750,000.