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# CVS Health Corporation — Material Events (through August 2026) ## Filings that contain financial statements - **8-K, accession 0000064803-26-000097 (filed August 5, 2026)** — Exhibit 99.1 furnishes CVS Health's condensed consolidated statements of operations, segment results, and cash flow highlights for the three and six months ended June 30, 2026 (second quarter 2026 earnings release). - **8-K, accession 0000064803-26-000051 (filed May 6, 2026)** — Exhibit 99.1 furnishes condensed consolidated statements of operations and segment results for the three months ended March 31, 2026 (first quarter 2026 earnings release). - **8-K, accession 0000064803-26-000009 (filed February 10, 2026)** — Exhibit 99.1 furnishes condensed consolidated statements of operations and segment results for the three months and full year ended December 31, 2025 (fourth quarter and full-year 2025 earnings release). - **8-K, accession 0000064803-25-000036 (filed October 29, 2025)** — Exhibit 99.1 furnishes condensed consolidated statements of operations and segment results for the three and nine months ended September 30, 2025 (third quarter 2025 earnings release). - **8-K, accession 0000064803-25-000023 (filed July 31, 2025)** — Exhibit 99.1 furnishes results for the three months ended June 30, 2025 (second quarter 2025 earnings release, prior-year comparative period). - **8-K, accession 0000064803-25-000012 (filed May 1, 2025)** — Exhibit 99.1 furnishes results for the three months ended March 31, 2025 (first quarter 2025 earnings release). ## Earnings and guidance **Second quarter 2026 (reported August 5, 2026; accession 0000064803-26-000097).** Total revenues rose 7.3% year over year to $106.1 billion. GAAP diluted EPS was $2.31 versus $0.80 a year earlier; Adjusted EPS was $2.58 versus $1.81. Year-to-date cash flow from operations reached $10.6 billion. The Health Care Benefits segment's medical benefit ratio improved to 87.4% from 89.9%, aided by the absence of a $471 million premium deficiency reserve booked in the prior-year quarter. CVS Health raised full-year 2026 guidance: GAAP diluted EPS to $6.84–$7.04 (from $6.24–$6.44), Adjusted EPS to $7.90–$8.10 (from $7.30–$7.50), and cash flow from operations to at least $11.5 billion (from at least $9.5 billion). **First quarter 2026 (reported May 6, 2026; accession 0000064803-26-000051).** Total revenues rose 6.2% to $100.4 billion. GAAP diluted EPS was $2.30 versus $1.41 a year earlier; Adjusted EPS was $2.57 versus $2.25. The company raised full-year 2026 guidance: GAAP diluted EPS to $6.24–$6.44 (from $5.94–$6.14), Adjusted EPS to $7.30–$7.50 (from $7.00–$7.20), cash flow from operations to at least $9.5 billion (from at least $9.0 billion), and total revenues to at least $405.0 billion (from at least $400.0 billion). **Fourth quarter and full-year 2025 (reported February 10, 2026; accession 0000064803-26-000009).** Fourth-quarter total revenues rose 8.2% to $105.7 billion; GAAP diluted EPS was $2.30 and Adjusted EPS was $1.09. Full-year 2025 revenues reached a record $402.1 billion, up 7.8%; full-year GAAP diluted EPS was $1.39 and Adjusted EPS was $6.75; full-year cash flow from operations was $10.6 billion. Full-year operating income fell 45.3% year over year, driven by a $5.7 billion goodwill impairment related to the Health Care Delivery reporting unit and roughly $1.2 billion of legacy litigation charges recorded during 2025. CVS Health confirmed its previously issued 2026 GAAP diluted EPS guidance of $5.94–$6.14 and Adjusted EPS guidance of $7.00–$7.20, but lowered its 2026 cash flow from operations guidance to at least $9.0 billion from at least $10.0 billion. **2025 Investor Day (December 9, 2025; accession 0000064803-25-000082).** CVS Health raised its 2025 full-year guidance (total revenues to at least $400.0 billion, Adjusted EPS to $6.60–$6.70) and initiated 2026 full-year guidance of at least $400.0 billion in total revenues, GAAP diluted EPS of $5.94–$6.14, Adjusted EPS of $7.00–$7.20, and cash flow from operations of at least $10.0 billion. The company also committed to a mid-teens Adjusted EPS compound annual growth rate through 2028 and announced a new "Engagement as a Service" consumer platform initiative. **Third quarter 2025 (reported October 29, 2025; accession 0000064803-25-000036).** Total revenues rose 7.8% to a then-record $102.9 billion. The company reported a GAAP diluted loss per share of $3.13, driven by a $5.7 billion goodwill impairment charge tied to the Health Care Delivery reporting unit, partially offset by a $483 million gain on the deconsolidation of Omnicare, LLC following Omnicare's Chapter 11 filing (see below). Adjusted EPS was $1.60, up from $1.09. CVS Health raised full-year 2025 Adjusted EPS guidance to $6.55–$6.65 from $6.30–$6.40, updated its cash flow from operations guidance to a range of $7.5 billion to $8.0 billion from at least $7.5 billion, and updated its GAAP diluted earnings (loss) per share guidance to $(0.34)–$(0.24) from $3.84–$3.94. ## Restructuring: Omnicare Chapter 11 filing On September 22, 2025 (accession 0001193125-25-211349), Omnicare, LLC, a wholly owned indirect subsidiary of CVS Health, and certain subsidiary entities voluntarily filed for Chapter 11 bankruptcy protection to address a large adverse litigation judgment in the U.S. District Court for the Southern District of New York and broader financial pressures in the long-term care pharmacy industry. Omnicare entered into a $110 million debtor-in-possession financing agreement and said it intends to evaluate a standalone restructuring or sale. CVS Health subsequently deconsolidated Omnicare in connection with the filing, recording a $483 million gain reflected in third-quarter 2025 results. ## Capital markets activity On August 11, 2025 (accession 0001193125-25-181862), CVS Health priced a public offering of $4.0 billion aggregate principal amount of senior notes across four tranches: $750 million of 5.000% notes due 2032, $1.5 billion of 5.450% notes due 2035, $1.25 billion of 6.200% notes due 2055, and $500 million of 6.250% notes due 2065. The notes were issued August 15, 2025, generating net proceeds of approximately $3.96 billion. ## Board and management changes - **April 7–8, 2025 (accession 0001193125-25-075089):** CVS Health named Brian O. Newman as Executive Vice President and Chief Financial Officer, effective May 12, 2025, succeeding Thomas F. Cowhey, who transitioned to Strategic Advisor to the President and CEO. The company also appointed Amy L. Compton-Phillips, M.D. as Executive Vice President and Chief Medical Officer, effective May 19, 2025. - **November 20, 2025 (accession 0001193125-25-289805):** The Board appointed President and CEO J. David Joyner to the additional role of Chair of the Board, effective January 1, 2026. Michael F. Mahoney continues as Lead Independent Director and Roger N. Farah remains on the Board. - **March 18–19, 2026 (accession 0000064803-26-000017):** The Board elected John E. Gallina, former CFO of Elevance Health, to serve as a director effective March 19, 2026, and appointed him to the Audit Committee as an audit committee financial expert. - **August 13–17, 2026 (accession 0001193125-26-354096):** Board member Larry M. Robbins resigned from the Board, effective immediately, citing no disagreement with the company. The Board appointed Teresa Heitsenrether, Chief Data & Analytics Officer of JPMorgan Chase & Co., to the Board, effective November 18, 2026. ## Rite Aid asset acquisitions In May 2025, CVS Health agreed to acquire the prescription files of certain Rite Aid pharmacies and to acquire and operate certain Rite Aid stores in Idaho, Oregon and Washington for total consideration of $465 million. The closings were completed during the third quarter of 2025. CVS Health recorded $285 million of customer-relationship intangible assets related to the prescription file acquisitions, to be amortized over a weighted average period of 10 years (10-K for fiscal year 2025, accession 0000064803-26-000010, Note 2, "Acquisition and Divestiture"). The company did not file a separate Form 8-K announcing the signing or closing of this transaction; it is disclosed in the 10-K acquisitions note and referenced in the quarterly earnings releases as a driver of Pharmacy & Consumer Wellness segment prescription volume. ## Legal and regulatory developments **Proposed FTC settlement (July 2026; disclosed in the 10-Q for the quarter ended June 30, 2026, accession 0000064803-26-000098).** CVS Health and the FTC announced a proposed settlement covering all of the FTC's pending PBM and affiliated-pharmacy investigations — the matter traces to a September 2024 FTC administrative complaint against the three largest PBMs and their affiliated group purchasing organizations. The FTC has paused its litigation while the settlement runs through a public comment period ahead of a final-order decision. **Omnicare/DOJ bankruptcy settlement (July 2026; same 10-Q, accession 0000064803-26-000098).** As Omnicare's Chapter 11 case moves toward resolution, CVS Health struck agreements with the DOJ and the Unsecured Creditors' Committee, still subject to Bankruptcy Court approval and the closing of an Omnicare asset sale. The DOJ is to collect at least $440 million from Omnicare and CVS Health together, of which CVS Health owes $130 million within two weeks of the agreements taking effect — a payment that also triggers dismissal of the companies' pending appeals in the underlying False Claims Act judgment.