# Elevance Health (ELV) - Recent Events

## Filings that contain financial statements

Elevance Health is a domestic filer. Its earnings press releases, furnished as Exhibit 99.1 to Form 8-K, carry condensed consolidated statements of income, balance sheets and cash flow statements, plus segment tables and non-GAAP reconciliations:

- Form 8-K filed October 21, 2026 (accession 0001156039-26-000068): third quarter and nine months ended September 30, 2026 (income statement, balance sheet, cash flow statement). The full quarterly report on Form 10-Q for the same period was filed the same day (accession 0001156039-26-000071).
- Form 8-K filed July 15, 2026 (accession 0001156039-26-000058): second quarter and six months ended June 30, 2026.
- Form 8-K filed April 22, 2026 (accession 0001156039-26-000039): first quarter ended March 31, 2026.
- Form 8-K filed January 28, 2026 (accession 0001156039-26-000006): fourth quarter and full year 2025, with a financial and membership guidance summary.
- Form 8-K filed October 21, 2025 (accession 0001193125-25-244191): third quarter and nine months ended September 30, 2025 (income statement, balance sheet, cash flow statement).

## Earnings releases and guidance

**Full-year 2026 guidance has moved up through the year, after a CMS-related charge in the first quarter.**

| Date | Source | FY 2026 diluted EPS (GAAP) | FY 2026 adjusted diluted EPS |
|---|---|---|---|
| Jan 28 | 8-K 0001156039-26-000006 | at least $22.30 | at least $25.50 |
| Apr 22 | 8-K 0001156039-26-000039 | at least $19.85 (includes the CMS matter) | at least $26.75 (raised) |
| Jul 15 | 8-K 0001156039-26-000058 | at least $20.10 | at least $27.00 (raised) |
| Oct 21 | 8-K 0001156039-26-000068 | at least $22.00 | at least $29.00 (raised) |

- **Oct 21, 2026, third quarter 2026 (0001156039-26-000068).** Operating revenue was $50.4 billion, up 0.7% from the third quarter of 2025. Diluted EPS was $6.27 and adjusted diluted EPS was $6.99; the release attributes results to improved operating performance and a net non-operating benefit of $1.85 per share. The benefit expense ratio was 90.6%, 70 basis points better than a year earlier, driven by Medicare Advantage and Individual ACA. Days in claims payable were 44.9. The adjusted operating expense ratio was 11.3%, up 90 basis points, reflecting targeted one-time investments. Full-year operating cash flow guidance was raised to at least $6.5 billion. Medical membership was 44.9 million, down 1.1% year over year; Medicare Advantage membership fell 15.5% to 1.898 million. The CEO cited a 2026 earnings baseline of at least $26.75 (excluding non-recurring net investment income, other non-operating items and targeted one-time investments) and at least 12% adjusted EPS growth in 2027 from that baseline.
- **Jul 15, 2026, second quarter 2026 (0001156039-26-000058).** Operating revenue was $49.8 billion, up 0.8%. Diluted EPS was $6.71 and adjusted diluted EPS $7.45, supported by favorable benefit expense and about $0.80 per share of net below-the-line benefit. Full-year operating cash flow guidance was raised to at least $6.0 billion. The company said it was accelerating targeted investments in medical cost management, member and provider experience, and Carelon's integrated solutions.
- **Apr 22, 2026, first quarter 2026 (0001156039-26-000039).** Operating revenue was $49.5 billion, up 1.5%. Diluted EPS was $8.00 and adjusted diluted EPS $12.58, which included about $1 per share of non-recurring investment income. The operating expense ratio of 12.8% included a $935 million accrual for the company's best estimate of exposure on the CMS notice (below) and a $129 million business optimization charge. Operating cash flow guidance of at least $5.5 billion was reaffirmed, inclusive of potential CMS payments. The company returned $1.5 billion of capital to shareholders in the quarter.
- **Jan 28, 2026, fourth quarter and full year 2025 (0001156039-26-000006).** Fourth quarter operating revenue was $49.3 billion (full year $197.6 billion, up 13%); fourth quarter diluted EPS was $2.47 and adjusted $3.33; full-year diluted EPS was $25.21 and adjusted $30.29. The company returned $4.1 billion of capital in 2025, reaffirmed its long-term earnings algorithm and recalibrated segment margin targets.
- **Oct 21, 2025, third quarter 2025 (0001193125-25-244191, Item 2.02).** Operating revenue was $50.1 billion, up 12.0% from the third quarter of 2024. Diluted EPS was $5.32 and adjusted diluted EPS $6.03. The benefit expense ratio was 91.3%, up 180 basis points. The company reaffirmed full-year 2025 adjusted diluted EPS guidance of approximately $30.00 and a benefit expense ratio of approximately 90.0%, and had returned $3.3 billion of capital year to date.

**Guidance reaffirmations (Item 7.01).** The company reaffirmed guidance ahead of investor meetings on Feb 26 (0001156039-26-000019; at least $22.30 GAAP, at least $25.50 adjusted, benefit expense ratio 90.2% plus or minus 50 basis points), Mar 10 (0001156039-26-000024; at least $25.50 adjusted, ratio unchanged, and noting the guidance includes the effect of the proposed CMS sanctions if imposed), Jun 10 (0001156039-26-000049; at least $19.85 GAAP, at least $26.75 adjusted) and Sep 10, 2026 (0001156039-26-000063; at least $20.10 GAAP, at least $27.00 adjusted, ratio 90.2% plus or minus 50 basis points). Earlier reaffirmations of 2025 guidance came on Sep 4, 2025 (0001156039-25-000129) and Nov 10, 2025 (0001156039-25-000139; about $24.70 GAAP and about $30.00 adjusted).

## Regulatory: CMS Medicare Advantage risk adjustment notice

- **Mar 2, 2026 (0001156039-26-000022).** On Feb 27, 2026 CMS notified the company of its intent to impose intermediate sanctions suspending enrollment into its Medicare Advantage-Prescription Drug plans and suspending certain communication activities, effective March 31, 2026 unless the issues were addressed. CMS cited alleged noncompliance with risk adjustment data submission requirements for dates of service before April 3, 2023. Existing members' benefits were not affected.
- **Q1 charge.** The first quarter release (0001156039-26-000039) recorded a $935 million accrual for the company's best estimate of exposure.
- **Resolution.** The quarterly report on Form 10-Q (0001156039-26-000071) states that on July 13, 2026 CMS wrote that the company had completed all required steps, sanctions would not be imposed and the enforcement process was closed. The company paid CMS $342 million on May 27, 2026, leaving a $593 million accrual at September 30, 2026. It considers it reasonably possible that the final liability differs from the amount accrued by up to $320 million in either direction. No 8-K reported the resolution.

## Capital actions

- **Dividend.** On Oct 20, 2026 the Audit Committee declared a fourth quarter dividend of $1.72 per share, payable Dec 18, 2026 to holders of record Dec 4, 2026 (0001156039-26-000068).
- **Buybacks.** In the third quarter the company repurchased 0.8 million shares for $330 million (weighted average $398.75) and paid $373 million of dividends; about $5.0 billion of repurchase authorization remained at September 30, 2026 (0001156039-26-000068). In the second quarter it repurchased 0.7 million shares for $234 million, leaving about $5.3 billion (0001156039-26-000058).
- **Debt issuance (Sep 15, 2025, 0001193125-25-203542).** The company closed a sale of $3.0 billion of senior notes: $750 million of 4.000% notes due 2028, $750 million of 4.600% notes due 2032, $1,000 million of 5.000% notes due 2036 and $500 million of 5.700% notes due 2055. Net proceeds were about $2,972.7 million, intended to repay or redeem the $400 million 5.350% notes due 2025 and the $500 million 4.900% notes due 2026, with the remainder for general corporate purposes including acquisitions.

## Management and governance

- **Dec 10, 2025 (0001156039-25-000142).** The board elected Amy W. Schulman as an independent director effective Jan 12, 2026, to the Audit and Finance Committees, with a term expiring at the 2028 annual meeting.
- **Feb 26, 2026 (0001156039-26-000019).** Peter D. Haytaian stepped down as Executive Vice President and President of Carelon effective May 4, 2026 and serves as Special Advisor through Dec 31, 2026; the filing states the decision did not result from any disagreement with the company. The Exhibit 99.1 release also announced that Chief Financial Officer Mark Kaye will expand his responsibilities to include oversight of Carelon, and that Felicia Norwood, Executive Vice President and Chief Health Benefits Officer, will lead the consolidated Health Benefits organization.
- **May 13, 2026 annual meeting (0001156039-26-000046).** Shareholders elected Gail K. Boudreaux, Robert L. Dixon, Jr. and Deanna D. Strable to three-year terms, approved executive compensation by advisory vote, ratified Ernst & Young LLP for 2026, and rejected a shareholder proposal on political contributions.

## Mergers and acquisitions

**Liberty Dental purchase agreed, not closed (Form 10-Q, accession 0001156039-26-000071, Note 5; no 8-K).** In September 2026 Elevance amended its agreement with the majority owners of Project Freedom Holdings, LLC, the ultimate parent of LIBERTY Dental Plan Corporation, in which it owns 40%. The put and call options were replaced with a variable-priced forward contract to buy the majority owners' shares on specified dates in 2027, subject to customary regulatory approvals, at a price based on multiples of Liberty Dental earnings that is expected to total up to $600 million on current projections. The forward contract was recorded at a fair value of $227 million, and replacing the $396 million net put option liability produced a $169 million realized gain on financial instruments in the third quarter of 2026. The purchase has not closed.

No 8-K reports an acquisition or divestiture, and no other acquisition or divestiture was signed or closed in the period covered. The company keeps its roughly 40% minority interest in Mosaic Health, with put and call options exercisable between 2028 and 2030. Transaction and integration costs continue to be excluded from adjusted results ($42 million in the third quarter of 2026 and $133 million for the nine months, from the third quarter release).