Company Update

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549   FORM 8-K   CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934               Date of Report (Date of earliest event reported):    May 16, 2022 CVS HEALTH CORPORATION (Exact name of registrant as specified in its charter)                     Delaware 001-01011 05-0494040   (State or other jurisdiction of incorporation) (Commission File Number) (IRS Employer Identification No.)                               One CVS Drive , Woonsocket , Rhode Island   02895 (Address of principal executive offices) (Zip Code)   Registrant’s telephone number, including area code: (401) 765-1500 Former name or former address, if changed since last report:  N/A   Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:   ☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)   ☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)   ☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))   ☐   Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))   Securities registered pursuant to Section 12(b) of the Act: Title of each class Trading Symbol(s) Name of each exchange on which registered Common Stock, par value $0.01 per share CVS New York Stock Exchange   Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).   Emerging growth company ☐     If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐               Section 8 - Other Events Item 8.01. Other Events On May 16, 2022, CVS Health Corporation (“CVS Health”, or the “Company”) announced that it will redeem for cash all of its 3.500% Senior Notes due July 20, 2022 (the “Notes”). The redemption will occur on or about May 31, 2022. Notices of redemption will be sent by The Bank of New York Mellon Trust Company, N.A., as trustee.   The aggregate principal amount of Notes outstanding is $1,500 million. The Notes will be redeemed at a redemption price equal to 100% of the principal amount of the Notes being redeemed, plus any interest accrued and unpaid to, but excluding, the redemption date. The Company expects to fund the redemption of the Notes from available cash.   Cautionary Statement Concerning Forward-Looking Statements   The Private Securities Litigation Reform Act of 1995 provides a safe harbor for forward-looking statements made by or on behalf of CVS Health Corporation. By their nature, all forward-looking statements are not guarantees of future performance or results and are subject to risks and uncertainties that are difficult to predict and/or quantify. Actual results may differ materially from those contemplated by the forward-looking statements for a number of reasons as described in our Securities and Exchange Commission filings, including those set forth in the Risk Factors section and under the heading “Cautionary Statement Concerning Forward-Looking Statements” in our most recently filed Annual Report on Form 10-K and our Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2022.   You are cautioned not to place undue reliance on CVS Health’s forward-looking statements. CVS Health’s forward-looking statements are and will be based upon management’s then-current views and assumptions regarding future events and operating performance, and are applicable only as of the dates of such statements. CVS Health does not assume any duty to update or revise forward-looking statements, whether as a result of new information, future events, uncertainties or otherwise.           SIGNATURES   Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.                                           CVS HEALTH CORPORATION         Date: May 16, 2022 By: /s/ Shawn M. Guertin       Shawn M. Guertin       Executive Vice President and Chief Financial Officer