CVS

• Larry M. Robbins resigned from the CVS Health Board effective August 13, 2026, not due to any disagreement with the Company.
• Heitsenrether is deemed independent under NYSE rules and will receive standard non-employee director compensation, prorated from her start date.
• Robbins had served on the Board since 2024, including on the Audit and Public Policy and External Affairs Committees.
• The changes were announced in a press release dated August 17, 2026.

5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements · 7.01 Regulation FD Disclosure · 9.01 Financial Statements and Exhibits

• GAAP diluted EPS was $2.31, up from $0.80 in the prior year; Adjusted EPS was $2.58, up from $1.81.
• Year-to-date cash flow from operations was $10.6 billion.
• Full-year 2026 GAAP diluted EPS guidance raised to $6.84-$7.04; Adjusted EPS guidance raised to $7.90-$8.10.
• Cash flow from operations guidance raised to at least $11.5 billion.

2.02 Results of Operations and Financial Condition · 9.01 Financial Statements and Exhibits

• At the May 14, 2026 annual meeting, CVS Health stockholders approved the 2026 Incentive Compensation Plan, replacing the expiring 2017 plan, effective for awards granted after May 14, 2026.
• Stockholders ratified the appointment of Ernst & Young LLP as independent auditor for 2026 (1,117,411,640 for, 24,102,167 against).
• The advisory vote on named executive officer compensation was approved (976,252,194 for, 59,088,923 against).
• A stockholder proposal to reduce the threshold for acting by written consent was not approved (417,969,177 for, 617,361,014 against).

5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements · 5.07 Submission of Matters to a Vote of Security Holders

• GAAP diluted EPS was $2.30, up from $1.41 in the prior year; Adjusted EPS was $2.57, up from $2.25.
• The company raised full-year 2026 GAAP diluted EPS guidance to $6.24-$6.44 and Adjusted EPS guidance to $7.30-$7.50.
• Cash flow from operations guidance was raised to at least $9.5 billion for full-year 2026.
• Health Care Benefits segment adjusted operating income increased 52.6% to $3,041 million, with MBR improving to 84.6%.

2.02 Results of Operations and Financial Condition · 9.01 Financial Statements and Exhibits

• John E. Gallina, former CFO of Elevance Health, was elected to the CVS Health Board on March 18, 2026, effective March 19, 2026.
• He was deemed independent under NYSE rules and appointed to the Audit Committee as an audit committee financial expert.
• His compensation as a non-employee director will match that of other CVS Health non-employee directors, prorated from his start date.
• Gallina currently serves on the boards of Arrive AI Inc. and two non-profit organizations.

5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements

• Full-year total revenues reached a record $402.1 billion, up 7.8%, with GAAP diluted EPS of $1.39 and Adjusted EPS of $6.75.
• Full-year operating income decreased 45.3% due to a $5.7 billion goodwill impairment and $1.2 billion legacy litigation charges.
• Health Care Benefits segment full-year adjusted operating income increased $2.6 billion, while Q4 adjusted operating loss widened to $676 million.
• 2026 guidance: GAAP diluted EPS $5.94-$6.14, Adjusted EPS $7.00-$7.20, and cash flow from operations at least $9.0 billion (revised down from $10.0 billion).

2.02 Results of Operations and Financial Condition · 9.01 Financial Statements and Exhibits

• The company raised its 2025 Adjusted EPS guidance range to $6.60–$6.70 from $6.55–$6.65.
• CVS Health initiated 2026 full-year guidance with Adjusted EPS of $7.00–$7.20 and total revenues of at least $400.0 billion.
• The company committed to a mid-teens Adjusted EPS compound annual growth rate through 2028.
• CVS Health announced a new open consumer engagement platform, 'Engagement as a Service,' built as an AI-native product.

7.01 Regulation FD Disclosure · 9.01 Financial Statements and Exhibits

• On November 20, 2025, CVS Health's Board appointed J. David Joyner, President and CEO, to the additional role of Chair of the Board, effective January 1, 2026.
• Joyner became President and CEO in October 2024 and has led operational, financial, and cultural improvements over the past year.
• The Board decided to combine the Chair and CEO roles to better execute long-term strategy and create stockholder value.
• The company issued a press release on November 20, 2025, attached as Exhibit 99.1.

8.01 Other Events · 9.01 Financial Statements and Exhibits