CVS HEALTH Corp

The following information supplements the risk factors disclosed in Part I, Item 1A of the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2025 (the “2025 10-K”) and should be read in conjunction with the risk factors disclosed in the 2025 10-K. If any of these risks or uncertainties develops into actual events or if the circumstances described in these risks or uncertainties occur or continue to occur (in each case as supplemented below), those events or circumstances could have a material adverse effect on the Company’s businesses, operating results, cash flows, financial condition and/or stock price, among other effects on the Company.

CVS Health is subject to risks related to its intention to separate into two independent, publicly traded companies.

On November 4, 2026, CVS Health announced its intention to separate into two independent, publicly traded companies in a transaction that is intended to be tax-free to CVS Health and its shareholders for U.S. federal income tax purposes. The planned separation will create two companies: a healthcare solutions company comprising Aetna, CVS Caremark, CVS Specialty, Oak Street Health and Signify Health, and a retail pharmacy and community healthcare company comprising retail pharmacy, mail pharmacy, MinuteClinic (including virtual care), and the Health100 technology services business. The healthcare solutions company, in the interim, will be referred to as CVS Health. The retail pharmacy and community healthcare company will be named CVS Pharmacy. The separation is expected to be completed in the first half of 2028, subject to customary conditions, including, among others, final approval by the CVS Health Board of Directors, effectiveness of a Form 10 registration statement filed with the SEC and receipt of customary confirmation that the separation is expected to be tax-free to CVS Health and its shareholders.

Executing the proposed separation will require significant time and attention from CVS Health’s senior management and employees, which could disrupt CVS Health’s ongoing business and adversely affect financial results and results of operations. The proposed separation is also complex, and completion of the proposed separation and the timing of its completion will be subject to a number of factors and conditions, including the readiness of the new company to operate as an independent public company and finalization of the capital structure of the new company. Unanticipated developments could delay, prevent or otherwise adversely affect the proposed separation, including, but not limited to, disruptions in general or financial market conditions, material adverse changes in business or industry conditions, the possibility that closing conditions for the separation may not be satisfied or waived, the risk that any consents or approvals required in connection with the separation may not be received, the possibility that the separation may not qualify for the expected tax treatment, and the risk that the separation may be more difficult, time-consuming or costly than expected. There can be no assurances that CVS Health will be able to complete the proposed separation on the terms or on the timeline that was announced, if at all, or that dis-synergy costs, costs of restructuring transactions and other costs incurred in connection with the separation will not exceed CVS Health’s estimates. In addition, if the separation is completed, the Company may not be able to achieve the anticipated benefits that are expected to result from the separation within the expected time frame or at all.