Every material Form 8-K CVS Health has filed with the SEC since October 18, 2024, read and summarized by AI: what happened, the key figures, whether it reads positive or negative for shareholders, and how big a deal it is (impact 1-5). Newest first; each brief links to its own page and to the filing on SEC.gov.
CVS Health announced its intention to separate into two independent, publicly traded companies in a transaction intended to be tax-free to the company and shareholders. The separation is expected to be completed in the first half of 2028, subject to customary conditions, and the company also announced third quarter 2026 results and raised its full-year 2026 guidance in a separate release.
Healthcare solutions company (CVS Health) would include Aetna, CVS Caremark, CVS Specialty, Oak Street Health and Signify Health; David Joyner would be Chairman and CEO.
CVS Pharmacy would include about 9,000 CVS pharmacies, mail pharmacy, MinuteClinic and Health100; Prem Shah would be CEO.
Separation expected to be completed in the first half of 2028, subject to Board approval, effectiveness of a Form 10 registration statement and tax confirmation.
Company raised full-year 2026 guidance in a separate press release issued the same day; the amount of the raise is not stated in this filing.
CVS Health Corporation announced its third quarter 2026 financial results, reporting total revenues of $108.4 billion and a net income of $2.17 billion. Driven by strong performance across its Health Care Benefits and Pharmacy & Consumer Wellness segments, the company raised its full-year 2026 guidance.
Third quarter total revenues increased 5.4% year-over-year to $108.4 billion.
GAAP diluted EPS was $1.68 and Adjusted EPS was $2.09 for the third quarter of 2026.
Full-year 2026 GAAP diluted EPS guidance was raised to at least $6.98, and Adjusted EPS guidance was raised to at least $8.20.
Year-to-date cash flow from operations reached $15.3 billion as of September 30, 2026.
CVS Health appointed Teresa Heitsenrether, Executive Vice President and Chief Data & Analytics Officer at JPMorgan Chase, to its Board of Directors, effective November 18, 2026. Larry Robbins resigned from the Board effective August 13, 2026, and the company said his resignation was not due to any disagreement with the company. The filing reports no financial results, so the change is a board composition update rather than a change to company performance.
Teresa Heitsenrether joins the Board effective November 18, 2026, and was determined to be independent under NYSE rules.
Larry Robbins resigned from the Board effective August 13, 2026, after serving since 2024.
Heitsenrether's director compensation will match other non-employee directors, prorated for her start date.
CEO David Joyner said Heitsenrether brings experience in data, analytics and technology.
CVS Health reported second-quarter 2026 GAAP diluted EPS of $2.31, up from $0.80 a year earlier, and Adjusted EPS of $2.58, up from $1.81. The company raised its full-year 2026 GAAP EPS, Adjusted EPS and cash flow from operations guidance, citing the Health Care Benefits and Pharmacy & Consumer Wellness segments, while maintaining a cautious view for the rest of the year due to elevated cost trends and possible macro headwinds.
Q2 2026 total revenues rose 7.3% to $106.1 billion; the prior-year quarter included $833 million in legacy litigation charges that did not recur
Full-year 2026 Adjusted EPS guidance raised to $7.90 to $8.10 from $7.30 to $7.50; GAAP diluted EPS guidance raised to $6.84 to $7.04 from $6.24 to $6.44
Cash flow from operations guidance raised to at least $11.5 billion from at least $9.5 billion; year-to-date operating cash flow was $10.6 billion
At its May 14, 2026 annual meeting, CVS Health stockholders approved a 2026 Incentive Compensation Plan that replaces the expiring 2017 plan, and elected all 13 director nominees to one-year terms. Stockholders also ratified Ernst & Young LLP as auditor for 2026 and approved the advisory say-on-pay proposal, while a stockholder proposal to lower the threshold for acting by written consent was not approved.
The 2026 Incentive Compensation Plan applies to awards granted after May 14, 2026; the vote was 1,006,709,390 for and 28,851,289 against.
The stockholder proposal on acting by written consent received 417,969,177 for and 617,361,014 against, and was not approved.
Shares present at the meeting totaled 1,142,802,406, constituting a quorum.
The advisory say-on-pay proposal was approved with 976,252,194 for and 59,088,923 against.
CVS Health reported first-quarter 2026 revenue of $100.4 billion, up 6.2% from a year earlier, with GAAP diluted EPS of $2.30 versus $1.41 and Adjusted EPS of $2.57 versus $2.25. The company raised its full-year 2026 guidance for GAAP diluted EPS, Adjusted EPS and cash flow from operations, while saying it is maintaining a cautious view for the rest of the year.
Q1 2026 total revenues $100.4 billion, up 6.2% from $94.6 billion; GAAP diluted EPS $2.30 vs. $1.41
Adjusted EPS $2.57 vs. $2.25; Health Care Benefits adjusted operating income rose to $3.0 billion from $2.0 billion
Full-year 2026 Adjusted EPS guidance raised to $7.30-$7.50 from $7.00-$7.20; GAAP diluted EPS guidance raised to $6.24-$6.44 from $5.94-$6.14
Full-year 2026 cash flow from operations guidance raised to at least $9.5 billion from at least $9.0 billion
CVS Health's Board elected John E. Gallina, former Elevance Health CFO, as a director effective March 19, 2026, and appointed him to the Audit Committee. The Board determined he is independent, and the filing describes him as an audit committee financial expert.
Board elected John E. Gallina, age 66, effective March 19, 2026; Board action taken March 18, 2026
Gallina served as Elevance Health CFO from June 2016 through November 1, 2023, and retired in May 2024
Appointed to the Audit Committee and designated an audit committee financial expert under SEC rules
Compensation as a non-employee director will be consistent with other directors, prorated for his start date
CVS Health reported fourth-quarter and full-year 2025 results, with revenue rising to $105.7 billion in the quarter and $402.1 billion for the year. Adjusted EPS fell to $1.09 in the quarter but rose to $6.75 for the full year, while full-year GAAP diluted EPS fell to $1.39 after a $5.7 billion goodwill impairment. The company confirmed its 2026 EPS guidance but lowered its cash flow from operations guidance to at least $9.0 billion from at least $10.0 billion.
Q4 2025 total revenues were $105.7 billion, up 8.2%, while adjusted EPS was $1.09 versus $1.19 a year earlier, primarily due to lower adjusted operating income in Health Care Benefits.
Full-year 2025 GAAP diluted EPS was $1.39 versus $3.66, reflecting a $5.7 billion goodwill impairment; full-year adjusted EPS rose to $6.75 from $5.42.
2026 guidance: GAAP diluted EPS of $5.94 to $6.14 and adjusted EPS of $7.00 to $7.20 were confirmed; cash flow from operations guidance was updated to at least $9.0 billion from at least $10.0 billion.
The results were released February 10, 2026 as Exhibit 99.1 and signed by CFO Brian O. Newman; 2025 cash flow from operations was $10.6 billion.
CVS Health reported third quarter 2025 total revenues of $102.9 billion, up 7.8%, and a GAAP diluted loss of $3.13 per share, compared with earnings of $0.07 per share a year earlier. The loss reflects a $5.7 billion goodwill impairment charge on its Health Care Delivery unit, while adjusted EPS rose to $1.60 from $1.09. The company cut its full-year GAAP EPS guidance to a loss but raised its adjusted EPS guidance, a split that shareholders will need to weigh.
Total revenues rose to $102.9 billion from $95.4 billion, a 7.8% increase
GAAP diluted loss of $3.13 per share included a $5.7 billion goodwill impairment; a $483 million deconsolidation gain partly offset it
Adjusted EPS of $1.60 compared with $1.09 a year earlier, driven by the Health Care Benefits segment
Full-year GAAP diluted EPS guidance cut to $(0.34) to $(0.24) from $3.84 to $3.94; adjusted EPS guidance raised to $6.55 to $6.65 from $6.30 to $6.40
CVS Health reported second-quarter 2025 revenue of $98.9 billion, up 8.4%, but GAAP diluted EPS fell to $0.80 from $1.41 after $833 million in litigation charges. The company raised its full-year adjusted EPS guidance to $6.30 to $6.40 while cutting its GAAP EPS guidance to $3.84 to $3.94, so shareholders face a mixed picture of stronger underlying performance and lower reported profit.
Q2 total revenues were $98.9 billion, up from $91.2 billion a year earlier; adjusted EPS was $1.81 versus $1.83
GAAP diluted EPS guidance was revised to $3.84 to $3.94 from $4.23 to $4.43
Adjusted EPS guidance was raised to $6.30 to $6.40 from $6.00 to $6.20
Cash flow from operations guidance was raised to at least $7.5 billion from about $7.0 billion
CVS Health reported first-quarter 2025 results with total revenues up 7.0% to $94.6 billion and GAAP diluted EPS of $1.41, up from $0.88 a year earlier. The company raised its full-year Adjusted EPS and cash flow from operations guidance but lowered its full-year GAAP diluted EPS guidance, and it said it will exit the individual exchange business, so shareholders face a mixed picture of higher adjusted profit expectations alongside lower GAAP expectations.
Total revenues rose 7.0% to $94.6 billion; GAAP diluted EPS was $1.41 versus $0.88, and Adjusted EPS was $2.25 versus $1.31.
2025 Adjusted EPS guidance raised to $6.00 to $6.20 from $5.75 to $6.00; GAAP diluted EPS guidance revised to $4.23 to $4.43 from $4.58 to $4.83.
Quarter included a $387 million Omnicare litigation charge tied to an April 2025 jury verdict and a $247 million pre-tax loss on the Accountable Care asset wind-down and sale.
Full-year cash flow from operations guidance raised to approximately $7.0 billion from approximately $6.5 billion; the company will exit the individual exchange business where Aetna independently operates ACA plans for 2026.
CVS Health appointed Brian O. Newman, former CFO of United Parcel Service, as executive vice president and chief financial officer effective May 12, 2025, replacing Thomas F. Cowhey, who becomes a strategic advisor to the CEO. The company also named Amy L. Compton-Phillips, M.D. as chief medical officer effective May 19, 2025. The filing also says the company currently expects 2025 results to meet or exceed prior guidance, based on year-to-date results through February, while first-quarter closing procedures are not yet complete.
Brian O. Newman becomes CFO effective May 12, 2025, and is CFO designate from April 21, 2025; he will receive a $1.0 million annualized base salary and a $7.0 million target annual equity award
Thomas F. Cowhey ceases to be CFO on May 12, 2025, and will remain as Strategic Advisor to the President and CEO until a departure date not yet determined
Amy L. Compton-Phillips, M.D. becomes executive vice president and chief medical officer effective May 19, 2025
Company expects 2025 financial results will meet or exceed previously issued guidance, but first-quarter 2025 financial closing is not yet complete and results may change
CVS Health reported fourth-quarter and full-year 2024 results on February 12, 2025, with revenue up 4.2% in both periods but profit down sharply. The company also issued 2025 guidance of $5.75 to $6.00 in adjusted EPS and $4.58 to $4.83 in GAAP diluted EPS, which shareholders will weigh against the lower 2024 earnings.
Q4 2024 total revenues rose to $97.7 billion, up 4.2%, while adjusted EPS fell to $1.19 from $2.12 a year earlier.
The Health Care Benefits segment posted a Q4 adjusted operating loss of $439 million, compared with adjusted operating income of $676 million, citing higher utilization and Medicare Advantage star ratings.
Full-year 2024 GAAP diluted EPS was $3.66 versus $6.47, and adjusted EPS was $5.42 versus $8.74.
2025 guidance: adjusted EPS of $5.75 to $6.00, GAAP diluted EPS of $4.58 to $4.83, and cash flow from operations of approximately $6.5 billion.
CVS Health increased its board from 12 to 16 members on November 17, 2024, appointing Leslie Norwalk, Larry Robbins, Guy Sansone and Doug Shulman, after discussions with activist investor Glenview Capital Management. The company also entered a confidentiality agreement with Glenview that includes customary standstill and non-disparagement terms, and the filing describes compensation changes for two senior executives.
Board expanded from 12 to 16 members; Norwalk, Robbins, Sansone and Shulman appointed November 17, 2024
Company agreed to nominate all four for election at the 2025 annual meeting of stockholders
Glenview standstill restrictions remain in effect until 30 days before the stockholder nomination window for the 2026 annual meeting
Premium-priced stock options with grant date values of $12,000,000 for CEO J. David Joyner and $6,000,000 for Prem S. Shah, granted November 30, 2024
CVS Health appointed Prem S. Shah as a newly created Executive Vice President and Group President, responsible for operational performance across CVS Caremark, CVS Pharmacy and Health Care Delivery, including Oak Street Health and Signify Health. It also named Steven H. Nelson as Executive Vice President and President of Aetna, both effective November 6, 2024, with both reporting to CEO David Joyner. The filing describes leadership changes only and includes no financial results or guidance.
Prem S. Shah, age 44, appointed Executive Vice President and Group President, a newly created role, effective November 6, 2024.
Shah previously served as Executive Vice President and Chief Pharmacy Officer and President of Pharmacy & Consumer Wellness since January 2023.
Steven H. Nelson appointed Executive Vice President and President of Aetna; he was most recently CEO of ChenMed and a former CEO of UnitedHealthcare.
The press release is furnished as Exhibit 99.1 under Item 7.01 and is not deemed filed for Section 18 purposes.
CVS Health reported third quarter 2024 results for the three months ended September 30, 2024. Total revenues rose 6.3% to $95.4 billion, but GAAP diluted EPS fell to $0.07 from $1.75 and Adjusted EPS fell to $1.09 from $2.21, mainly due to a decline in the Health Care Benefits segment, which recorded about $1.1 billion of premium deficiency reserves. The company expects these reserves to be substantially released in the fourth quarter of 2024.
Total revenues rose 6.3% to $95.4 billion; Health Care Benefits recorded an adjusted operating loss of $924 million versus adjusted operating income of $1.5 billion a year earlier.
GAAP diluted EPS was $0.07 versus $1.75 a year earlier; Adjusted EPS was $1.09 versus $2.21.
Restructuring charges of approximately $1.2 billion were recorded, including a $607 million store impairment tied to retail pharmacy stores to be closed in 2025.
Premium deficiency reserves of approximately $1.1 billion are expected to be substantially released during the fourth quarter of 2024.
CVS Health appointed David Joyner as President and Chief Executive Officer effective October 17, 2024, replacing Karen Lynch, who also left the Board, and named Roger Farah Executive Chairman. The company also gave preliminary third quarter 2024 guidance of $0.03 to $0.08 GAAP diluted EPS and $1.05 to $1.10 Adjusted EPS, citing about $1.1 billion in premium deficiency reserve charges and about $1.2 billion in restructuring charges, and told investors not to rely on its prior guidance from August 7, 2024.
David Joyner, previously executive vice president and president of Pharmacy Services, became CEO effective October 17, 2024; Roger Farah is Executive Chairman.
Preliminary Q3 2024 GAAP diluted EPS of $0.03 to $0.08 and Adjusted EPS of $1.05 to $1.10.
Premium deficiency reserve charges of about $1.1 billion lowered Q3 Adjusted EPS by $0.63; medical benefit ratio expected at about 95.2%.
Karen Lynch will provide advisory services for six months at a $375,000 monthly fee; her non-compete extends to 30 months. Q3 earnings call is scheduled for November 6, 2024.
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