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):    February 15, 2023 ( February 13, 2023 )       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 February 13, 2023, CVS Health Corporation, a Delaware corporation (the “Company” or “CVS Health”), entered into an Underwriting Agreement (the “Underwriting Agreement”) with BofA Securities, Inc., Barclays Capital Inc. and J.P. Morgan Securities LLC, as representatives of the several underwriters named in Schedule I thereto (collectively, the “Underwriters”), pursuant to which the Company agreed to issue and sell to the Underwriters $1,500,000,000 aggregate principal amount of the Company’s 5.000% Senior Notes due 2026 (the “2026 Notes”), $1,500,000,000 aggregate principal amount of the Company’s 5.125% Senior Notes due 2030 (the “2030 Notes”), $1,750,000,000 aggregate principal amount of the Company’s 5.250% Senior Notes due 2033 (the “2033 Notes”) and $1,250,000,000 aggregate principal amount of the Company’s 5.625% Senior Notes due 2053 (the “2053 Notes” and, together with the 2026 Notes, the 2030 Notes and the 2033 Notes, the “Notes”). The Notes were offered pursuant to the Company’s Registration Statement on Form S-3ASR, File No. 333-238506, dated May 19, 2020 (the “Registration Statement”). The closing of the sale of the Notes is expected to occur on February 21, 2023, subject to the satisfaction of customary closing conditions contained in the Underwriting Agreement. The net proceeds to the Company from the sale of the Notes, after deducting the Underwriters’ discounts and the estimated offering expenses payable by the Company, are approximately $5,940,824,000. A copy of the Underwriting Agreement is filed as Exhibit 1.1 to this Current Report on Form 8-K and is incorporated by reference into the Registration Statement. Section  9 – Financial Statements and Exhibits   Item 9.01 Financial Statements and Exhibits. (d)     Exhibits . The exhibits to this Current Report on Form 8-K are as follows: INDEX TO EXHIBITS   Exhibit    Description 1.1    Underwriting Agreement dated February 13, 2023, among CVS Health Corporation and BofA Securities, Inc., Barclays Capital Inc. and J.P. Morgan Securities LLC, as representatives of the several Underwriters named in Schedule I thereto. 104    Cover Page Interactive Data File (the cover page XBRL tags are embedded within the Inline XBRL document). 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: February 15, 2023     By:   /s/ Shawn M. Guertin           Shawn M. Guertin           Executive Vice President and Chief Financial Officer