CVS Health 8-K

Summary

Planned separation into two independent, publicly traded companies. CVS Health would group its health benefits, pharmacy services and care-delivery businesses in a healthcare solutions company, while CVS Pharmacy would bring together its retail pharmacy and community healthcare businesses. The company says the split is intended to give each a more focused strategy and capital structure as they work to improve affordability, access and the healthcare experience.

Key Figures

• CVS Health shareholders would own shares in both companies. The separation is intended to be tax-free to CVS Health and its shareholders for U.S. federal income tax purposes.
• Completion is expected in H1 2028, subject to customary conditions, including final board approval, effectiveness of a Form 10 registration statement and customary confirmation of the intended tax treatment.
• CVS Pharmacy would include approximately 9,000 pharmacies, mail pharmacy, MinuteClinic, including virtual care, and Health100, the technology services business. As of 9/30/2026, CVS Health also had more than 1,000 walk-in and primary care clinics, a pharmacy benefits manager with approximately 87 million plan members, and health insurance products and related services serving an estimated 37 million people.
• The healthcare solutions company would include Aetna, CVS Caremark, CVS Specialty, Oak Street Health and Signify Health. David Joyner is expected to lead it as chairman and CEO; Prem Shah is expected to be CEO of CVS Pharmacy.
• Both companies are expected to have solid investment-grade ratings, strong free cash flow and the capacity to pursue their own strategic priorities and pay an attractive dividend. Health100 will continue to be developed by both companies, with AI-native products and services aimed at healthcare affordability, access and experience.

Guidance

• FY2026 guidance raised; figures not restated in this filing.