CVS Insider Form 4: RSU Withholding Reduces Mandadi Holdings to 63,952 Shares

Rhea-AI Filing Summary

Insider transaction: Tilak Mandadi, Executive Vice President and Chief Experience & Technology Officer at CVS Health (CVS), reported a transaction on 08/31/2025 in which 12,834 shares of CVS common stock were disposed at a price of $73.15 per share. The filing states these shares were surrendered to cover withholding taxes upon vesting and settlement of restricted stock units, a routine payroll tax withholding mechanism for equity compensation. Following the transaction Mandadi beneficially owns 63,952 shares directly.

Positive

• Proper disclosure of the insider transaction under Section 16, demonstrating compliance with reporting rules
• Transaction was an administrative surrender to cover withholding taxes on vested RSUs rather than an open-market sale

Negative

• None.

Insights

Securities Analyst

TL;DR: A routine share surrender to satisfy tax withholding on vested RSUs; not a directional bet on CVS stock.

The transaction is described as a surrender of vested restricted stock units to cover withholding taxes, which is a common, administrative sale and does not indicate an active market sale to diversify or liquidate holdings. The amount surrendered, 12,834 shares at $73.15, reduced the reporting persons direct holdings to 63,952 shares. For most investors this is informational and not material to company fundamentals or capital structure.

Corporate Governance Expert

TL;DR: Compliance-focused disclosure showing proper reporting and tax withholding on equity compensation.

The Form 4 provides clear disclosure that the disposition resulted from withholding for taxes tied to RSU vesting. Such filings demonstrate adherence to Section 16 reporting requirements and internal compensation procedures. There is no indication of additional derivative activity or coordinated insider trading. The filing appears routine and procedurally appropriate for corporate governance oversight.

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
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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^*

Mandadi Tilak

(Last) (First) (Middle)

ONE CVS DRIVE

(Street)

WOONSOCKET RI 02895

(City) (State) (Zip)

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 Exp & Tech Officer

3. Date of Earliest Transaction (Month/Day/Year)
08/31/2025

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

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

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

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	08/31/2025		F		12,834(1)	D	$73.15	63,952	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

Explanation of Responses:

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

	/s/ Tilak Mandadi	09/02/2025
	** 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.

FAQ

What transaction did Tilak Mandadi report on the Form 4 for CVS?

He reported surrendering 12,834 shares on 08/31/2025 at a price of $73.15 per share to cover withholding taxes from vested RSUs.

How many CVS shares does Tilak Mandadi beneficially own after the reported transaction?

63,952 shares beneficially owned directly following the transaction.

Does the Form 4 indicate an open-market sale by the reporting person?

No. The filing states the shares were surrendered to satisfy tax withholding obligations upon RSU vesting.

When was the transaction dated on the Form 4?

08/31/2025 is the transaction date reported on the Form 4.

At what price were the surrendered shares reported?

$73.15 per share is listed as the price for the surrendered shares.