SEC Form 8-K filed by CVS Health Corporation
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 OR 15(d)
of The Securities Exchange Act of 1934
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Section 8 – Other Events
| Item 8.01 | Other Events. |
On August 11, 2025, CVS Health Corporation, a Delaware corporation (the “Company”), entered into an Underwriting Agreement (the “Underwriting Agreement”) with Barclays Capital Inc., J.P. Morgan Securities LLC and Wells Fargo 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 $750,000,000 aggregate principal amount of its 5.000% Senior Notes due 2032 (the “2032 Notes”), $1,500,000,000 aggregate principal amount of its 5.450% Senior Notes due 2035 (the “2035 Notes”), $1,250,000,000 aggregate principal amount of its 6.200% Senior Notes due 2055 (the “2055 Notes”) and $500,000,000 aggregate principal amount of its 6.250% Senior Notes due 2065 (the “2065 Notes” and, together with the 2032 Notes, the 2035 Notes and the 2055 Notes, the “Notes”). The Notes were offered pursuant to the Company’s Registration Statement on Form S-3ASR, File No. 333-272200, dated May 25, 2023 (the “Registration Statement”) and were issued on August 15, 2025. 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 $3,958,207,500. A copy of the Underwriting Agreement is filed as Exhibit 1.1 to this Current Report on Form 8-K and is incorporated herein by reference and incorporated by reference into the Registration Statement.
The Notes are governed by and issued pursuant to a Senior Indenture dated August 15, 2006 between the Company and The Bank of New York Mellon Trust Company, N.A., as trustee (the “Senior Indenture”). The Company may issue additional senior debt securities from time to time pursuant to the Senior Indenture. The form of Senior Indenture was filed as Exhibit 4.1 to the Company’s Current Report on Form 8-K filed on August 15, 2006 and shall be incorporated by reference into this Current Report on Form 8-K. The forms of the Notes are filed as Exhibits 4.1, 4.2, 4.3 and 4.4 to this Current Report on Form 8-K and are 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 August 11, 2025, among CVS Health Corporation and Barclays Capital Inc., J.P. Morgan Securities LLC and Wells Fargo Securities, LLC as representatives of the several Underwriters named in Schedule I thereto. | |
| 4.1 | Form of the 2032 Note. | |
| 4.2 | Form of the 2035 Note. | |
| 4.3 | Form of the 2055 Note. | |
| 4.4 | Form of the 2065 Note. | |
| 5.1 | Opinion of Wachtell, Lipton, Rosen & Katz. | |
| 23.1 | Consent of Wachtell, Lipton, Rosen & Katz (included in Exhibit 5.1). | |
| 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.
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CVS HEALTH CORPORATION | ||||
| Date: August 15, 2025 | By: | /s/ Brian Newman | ||||
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Brian Newman | ||||
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Executive Vice President and Chief Financial Officer | ||||