Nelson Steven H 4

What Happened

• Steven H. Nelson, EVP and President, Aetna (a CVS business unit), received equity awards from CVS on 2026-03-31: 22,277 shares awarded at $71.82 each (value $1,599,934) and a derivative award of 143,712 units priced at $71.82 each (value $10,321,396). On 2026-04-01, 2,432 shares were surrendered/disposed at $72.49 each to cover withholding taxes (value $176,296). These were compensation awards (not open‑market purchases or investment sales).

Key Details

• Transaction dates and prices:
  • 2026-03-31: Award of 22,277 shares @ $71.82 (value $1,599,934)
  • 2026-03-31: Derivative award of 143,712 units @ $71.82 (value $10,321,396)
  • 2026-04-01: 2,432 shares surrendered @ $72.49 to satisfy tax withholding (value $176,296)
• Aggregate value of awards: ~$11.92 million; net increase before any other adjustments ≈ $11.75 million after the tax withholding.
• Shares owned after the transactions: Not disclosed in the filing.
• Footnotes:
  • F1: Some awards are restricted stock units (RSUs) under the 2017 Incentive Compensation Plan; restrictions lapse in three equal installments beginning 3/31/2027.
  • F2: The 2,432-share disposition was a surrender to pay withholding taxes on vested/settled RSUs.
  • F3: Part of the derivative award includes options that become exercisable in three equal annual installments beginning 3/31/2027.
• Filing timeliness: Report filed 2026-04-02 for transactions with period ending 2026-03-31; no late filing indicated in the provided data.

Context

• These transactions are compensation-related awards and routine tax withholding, not open-market buying or selling. RSU/option vesting and exercise schedules mean the shares/options will vest or become exercisable over the next several years rather than representing an immediate cash investment signal.