CVS Health Corporation filed a shelf registration statement on May 22, 2026 to offer debt securities from time to time after the registration statement becomes effective. This prospectus provides a general description of potential senior or subordinated debt securities; specific terms, amounts and pricing will be provided in prospectus supplements.
The prospectus describes covenants, events of default, remedies, limitation on secured funded debt and sale/leaseback transactions, global security mechanics, and legal and tax defeasance provisions. Net proceeds, unless otherwise specified in a supplement, will be used for general corporate purposes.
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.
CVS Health Corporation reported results from its May 14, 2026 Annual Meeting of Stockholders. Shareholders approved the new 2026 Incentive Compensation Plan, which will govern awards granted after May 14, 2026 and replaces the expiring 2017 plan.
All 13 director nominees were elected for one-year terms. Shareholders also ratified Ernst & Young LLP as independent auditor for 2026 and approved, on an advisory basis, executive compensation as described in the proxy statement. A stockholder proposal to reduce the threshold for acting by written consent did not pass. A quorum was present, with 1,142,802,406 common shares represented.
CVS Health Corp director John E. Gallina received 1,447.5039 deferred stock units on May 14, 2026. The units were issued as a semi-annual retainer under the company’s non-employee director compensation policy, valued at $97.15 per unit, and each unit will convert into one share of common stock at a future time he elects.
CVS Health Corp director Michael F. Mahoney reported receiving a grant of deferred stock units as part of his non-employee director compensation. On May 14, 2026, he was awarded 1,737.0046 deferred stock units, valued at $97.15 per unit, for deferral of a semi-annual retainer under the company’s 2017 Incentive Compensation Plan.
Each deferred stock unit is scheduled to convert into one share of CVS common stock and be issued in the future, according to his election. After this grant, Mahoney holds a total of 6,428.8174 deferred stock units directly, reflecting routine, compensation-related equity accrual rather than an open-market purchase or sale.
AGUIRRE FERNANDO reported acquisition or exercise transactions in this Form 4 filing.
CVS Health Corp director Fernando Aguirre received a stock grant as part of his board compensation. On May 14, he was awarded 1,563 shares of CVS common stock at a reference price of $97.15 per share, issued in payment of a semi-annual retainer under the 2017 Incentive Compensation Plan. Following this award, he directly holds 42,513 CVS shares. This was a compensation-related grant, not an open-market purchase.
Balser Jeffrey R. reported acquisition or exercise transactions in this Form 4 filing.
CVS Health Corp director Jeffrey R. Balser received a grant of 2,058 shares of common stock on May 14, 2026 at $97.15 per share. According to the footnote, the stock was issued as payment of a semi-annual retainer under the 2017 Incentive Compensation Plan. After this award, he directly owns 15,717 CVS shares.
KIRBY J SCOTT reported acquisition or exercise transactions in this Form 4 filing.
CVS Health director J. Scott Kirby received 1,447 shares of Common Stock as a grant on May 14, 2026. The shares were issued at a stated market price of $97.15 per share as payment of a semi-annual retainer under the 2017 Incentive Compensation Plan, bringing his direct holdings to 14,434 shares.
Norwalk Leslie V reported acquisition or exercise transactions in this Form 4 filing.
CVS Health Corp director Leslie V. Norwalk received a grant of 1,447 shares of common stock on May 14, 2026. The shares were issued as payment of a semi-annual retainer at a market price of $97.15 per share under the company’s 2017 Incentive Compensation Plan. After this award, Norwalk directly holds 7,376 CVS common shares.