CAPOZZI HEIDI B 4

What Happened
Heidi B. Capozzi, Executive Vice President and Chief People Officer of CVS Health, received equity awards on 2026-03-31 totaling 74,695 shares (two awards): 10,025 shares at $71.82 ($719,995) and 64,670 derivative shares at $71.82 ($4,644,599), for a combined grant value of about $5.36 million. On 2026-04-01 she surrendered 1,334 shares at $72.49 to cover withholding taxes (~$96,702). The awards are not open-market purchases — they are grants/RSUs under the company's incentive plan.

Key Details

• Dates and prices:
  • 2026-03-31: Award of 10,025 shares @ $71.82 (value $719,995) and 64,670 derivative shares @ $71.82 (value $4,644,599).
  • 2026-04-01: Surrender/withholding of 1,334 shares @ $72.49 (value $96,702).
• Total award value: ~ $5.36 million; tax withholding value: ~ $96.7K.
• Footnotes:
  • F1: Awards consist of restricted stock units (RSUs) under the 2017 Incentive Compensation Plan; restrictions lapse in three equal installments beginning 3/31/2027.
  • F2: The 1,334-share disposition was a surrender to pay withholding taxes upon vesting/settlement of RSUs.
  • F3: (not directly applied to the reported grants) notes option exercisability in three equal annual installments beginning 3/31/2027.
• Shares owned after the reported transactions: not specified in the provided filing excerpt.
• Filing timeliness: Form 4 filed 2026-04-02 for transactions on 3/31 and 4/1 — appears timely (within the typical two-business-day reporting window).

Context
These awards are equity compensation (restricted stock units/derivative securities) that vest over time; they are not open-market purchases or sales and do not by themselves indicate a buy/sell decision. The small surrender of shares was a routine tax-withholding action commonly seen when RSUs vest or are settled.