UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): ~~February~~March 1019, 2026 (March 18, 2026)

CVS HEALTH CORPORATION

(Exact name of registrant as specified in its charter)


Delaware	001-01011	05-0494040
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

One CVS Drive, Woonsocket, Rhode Island						02895
(Address of principal executive offices)						(Zip Code)
Registrant’s telephone number, including area code:						(401) 765-1500
Former name or former address, if changed since last report:						N/A

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:


Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, par value $0.01 per share	CVS	New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

~~Section~~Item 25.02 Departure -of ~~Financial~~Directors ~~Information~~or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

~~Item~~(d): ~~2.02 Results~~On March 18, 2026, the Board of ~~Operations~~Directors ~~and~~(the ~~Financial~~“Board”) ~~Condition~~of CVS Health Corporation (“CVS Health” or the “Company”) elected John E. Gallina to serve on the Board, effective March 19, 2026.

OnMr. ~~February 10~~Gallina, ~~2026~~age 66, ~~CVS~~is the former Executive Vice President and Chief Financial Officer (“CFO”) of Elevance Health, ~~Corporation issued~~Inc. (“Elevance”; NYSE: ELV) a ~~press~~leading ~~release~~health ~~announcing~~benefits ~~results~~provider. ~~for~~Mr. Gallina served in the ~~three~~CFO ~~months~~role for Elevance from June 2016 through November 1, 2023, then served as EVP and ~~full~~Advisor to the CEO from November 1, 2023 until May 2024, when he retired. During the course of his nearly 30-year ~~ended~~career ~~December 31~~with Elevance, ~~2025~~Mr. AGallina ~~copy~~held a number of ~~that~~finance ~~press~~and ~~release~~audit-related isroles, ~~furnished~~including ~~herewith~~Chief asAccounting ~~Exhibit~~Officer 99and Chief Risk Officer.1 Prior to joining Elevance, Mr. Gallina was a senior audit manager and ~~hereby~~a ~~incorporated~~certified inpublic ~~this~~accountant ~~Item~~at 2Coopers & Lybrand.02 byMr. ~~reference~~Gallina has a bachelor’s degree in business administration from The Ohio State University.

~~The information in this Current Report on Form 8-K, including Exhibit 99~~Mr.1, ~~shall~~Gallina ~~not~~is becurrently ~~deemed~~a ~~“filed”~~member ~~for purposes~~ of ~~Section~~the 18Board of ~~the~~Directors ~~Securities~~of ~~Exchange~~Arrive ~~Act~~AI ofInc. ~~1934~~ (asNasdaq: ~~amended~~ARAI), ~~the~~a ~~“Exchange~~developmental ~~Act”)~~technology orcompany ~~otherwise~~with ~~subject~~a tofocus ~~the~~on ~~liabilities~~autonomous ~~of that Section~~deliveries, and ~~shall~~is ~~not~~chair beof orArrive beAI’s ~~deemed~~audit tocommittee. beMr. ~~incorporated~~Gallina byis ~~reference~~also ina ~~any~~member ~~filing~~of ~~under~~ the ~~Securities~~boards ~~Act~~ of ~~1933,~~privately asheld ~~amended,~~non-profit orentities ~~the~~The ~~Exchange~~Allied ~~Act,~~Solutions ~~regardless~~Center offor ~~any~~the ~~general~~Performing ~~incorporation~~Arts ~~language in such filing~~(Carmel, ~~except~~IN) asand ~~shall~~the beWestern ~~expressly~~Golf ~~set~~Association/Evans ~~forth~~Scholars ~~by specific reference in such filing~~Foundation.

~~Section~~Mr. 9Gallina was determined by the CVS Health Board to be “independent” under the Corporate Governance Rules of the New York Stock Exchange and under the Company’s Corporate Governance Guidelines. Effective at the time of his election Mr. Gallina was also appointed to the Audit Committee of the Board and was designated an “audit committee financial expert” under relevant SEC rules. Mr. Gallina’s compensation for service as a non-employee ~~Financial~~director ~~Statements~~of CVS Health will be consistent with that of the Company’s other non-employee directors, subject to proration to reflect the commencement date of his service on the Board. The Company’s director compensation practices are described under the caption “Non-Employee Director Compensation” in CVS Health’s annual proxy statement filed with the U.S. Securities and ~~Exhibits~~Exchange Commission on April 4, 2025.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

The exhibits to this Current Report on Form 8-K are as follows:

INDEX TO EXHIBITS

			99.1			Press Release of CVS Health Corporation dated February 10, 2026 (furnished under Item 2.02).
			104			Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL document.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

		CVS HEALTH CORPORATION	~~CVS HEALTH CORPORATION~~
Date:	February 10, 2026	By:	/s/ Brian O. Newman
Date: March 19, 2026	By:	/s/ Kristina V. Fink
			Brian O. Newman
		Kristina V. Fink
			Executive Vice President and Chief Financial Officer
		Senior Vice President, Secretaryand Chief Governance Officer

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