CVS HEALTH Corp

This summary highlights selected information in this proxy statement – please review the entire document before voting.

All of our Annual Meeting materials are available atwww.cvshealthannualmeeting.com. There, you can download electronic copies of our 2025 Annual Report and proxy statement and use the link to vote.

Voting Items

2026 Proxy Statement** 3**

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The CVS Health Board

Roger N. Farah, our former Chair of the Board, is retiring and will not stand for re-election at the 2026 Annual Meeting. John E. Gallina joined the Board in March 2026 and will be standing for re-election. At the time of Mr. Farah’s retirement at the Annual Meeting, the size of the Board will be reduced to 13 directors. You are asked to vote on the election of the following 13 nominees to serve on the Board of CVS Health Corporation (“CVS Health” or the “Company”). All directors are elected by a majority of votes cast, and all presently serve on the Board. The information below reflects the current leadership and expected membership of each of the Board’s committees after the Annual Meeting.

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Our Directors Nominated for Election at the Annual Meeting

The demographic information presented below is based on voluntary self-identification by each director nominee. Additional biographical information regarding each director nominee is set out starting on page 12.

Director Nominee Expertise, Skills and Experience

Our director nominees possess expertise, key skills and relevant experience in several different categories identified by the Board as important to effectively oversee the Company’s strategy, risks and management. While many of our nominees have skills and experience in most or all of these important categories, the following graphic identifies the five most relevant categories for each nominee (in addition to Senior Leadership, which all of them possess). See page 11 for an individual skills matrix, along with details as to how these skills and expertise link to the Company’s strategy.

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Board and Corporate Governance Highlights

The Board continually evaluates the Company’s corporate governance policies and practices to ensure that the right mix of individuals is present in our boardroom to best serve our stockholders through effective oversight of our strategy and management. We are committed to maintaining the highest standards of corporate governance and have established a strong and effective framework by which the Company is governed.

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Stockholder Outreach – Governance and Compensation Actions

Stockholder Engagement

We have a long-standing stockholder outreach and engagement program, through which we discuss and seek feedback on our long-term strategy, corporate governance, executive compensation program, disclosure practices and sustainability and impact programs. Our outreach and engagement program helps us better understand stockholder priorities and perspectives, gives us an opportunity to elaborate upon our initiatives with relevant experts and fosters constructive dialogue. We share feedback and insights from our stockholder engagements with our Board, as appropriate, and take them into consideration as we review and evolve our practices and disclosures. In addition to this targeted engagement program, the Company seeks stockholder input throughout the year during events, including, but not limited to, quarterly earnings calls, industry presentations and conferences, Company-hosted events and presentations and securities analyst meetings. We held an Investor Day in December 2025, where stockholders had the opportunity to engage directly with members of our leadership team on key focus areas.

In late 2025 and early 2026, at the Board’s direction, management reached out to an expanded list of stockholders representing approximately 60% of our outstanding stock and ultimately held meetings with stockholders representing approximately 48% of our outstanding stock. This includes meetings with smaller stockholders and other investor organizations who proactively requested engagement with us. We also held calls with both leading proxy advisory firms. David Brown, Chair of the Management Planning and Development Committee (“MP&D Committee”), directly participated in engagements with stockholders representing approximately 35% of our outstanding stock, as well as the proxy advisory firms.

We also engaged with each of the stockholders who submitted proposals for inclusion in this proxy statement. As a result of productive discussions with a proponent, one stockholder proposal was withdrawn.

During our regular stockholder outreach program we were pleased to engage in productive conversations with our stockholders related to topics including, but not limited to, the Company’s strategy within the evolving health care industry, Board composition and oversight responsibilities, corporate governance practices and our impact strategy and initiatives. We also discussed our executive compensation program and steps we have taken in recent years to align the program with our dynamic business strategy and the stockholder experience, and to reflect stockholder feedback. In light of the outcome of our 2025 say on pay proposal vote, we sought to understand investor perspectives, and many engagements focused on decisions made by the MP&D Committee to support leadership changes that took place in late 2024. The Letter from the MP&D Committee and the Compensation Discussion and Analysis (“CD&A”) portions of this proxy statement provide more detail on the executive compensation topics that were addressed with stockholders, including changes to our compensation program that were informed by stockholder feedback.

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The key issues we discussed with our stockholders are summarized below:

For more information on our executive compensation program, see the letter from the MP&D Committee on page 42, “Stockholder Outreach and Engagement” on page 48 and “Elements of Our Annual Executive Compensation Program” beginning on page 53.

For more information on corporate governance at CVS Health, please refer to pages 8-38 of this proxy statement and to the Corporate Governance pages of our Investor Relations website athttps://investors.cvshealth.com.

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