Cigna Group

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of

the Securities Exchange Act of 1934 (Amendment No. )

Filed by the Registrant ☒

Filed by a Party other than the Registrant ☐

Check the appropriate box:

The Cigna Group

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check all boxes that apply):

March 15, 2024

900 Cottage Grove Road

Bloomfield, Connecticut 06002

Dear Fellow Shareholders:

In 2023, The Cigna Group executed well and delivered sustained growth and strong performance. Powered by our deep clinical expertise, leadership in innovation, and a highly experienced and caring team, we made significant progress advancing our mission to improve the health and vitality of those we serve.

As a result, we enter 2024 with momentum and remain focused on advancing our strategy and investing in our future. Looking forward, we will continue to expand our reach and strengthen capabilities across our Evernorth Health Services and Cigna Healthcare platforms. We will evolve and grow our businesses to deliver value for our shareholders while also building on our work toward a health care system that benefits every individual and every community.

Financial Performance

The Cigna Group successfully delivered on our financial commitments for fiscal year 2023:

•Grew full-year total revenues to $195.3 billion, an increase of 8% year over year.

•Achieved shareholders’ net income for 2023 of $5.2 billion, or $17.39 per share, compared with $6.7 billion, or $21.41 per share, for 2022, and adjusted income from operations of $7.4 billion, or $25.09 per share, compared with $7.3 billion, or $23.36 per share, for 2022.

•Generated cash flow from operations of $11.8 billion.

•Expanded our total share repurchase authority to $11.3 billion, representing a value-enhancing deployment of capital. We expect to repurchase at least $5 billion in common stock by the end of the first half of 2024, as well as use the majority of our discretionary cash flow for share repurchase in 2024.

Advancing Our Strategy

We are relentlessly focused on improving the way care is accessed, delivered, and coordinated to drive better health outcomes, affordability, and growth across our Evernorth Health Services and Cigna Healthcare benefits platforms.

Evernorth Health Services continued proving its ability to create value with differentiated pharmacy, care, and benefits capabilities.

•Pharmacological innovation is rapidly reshaping the health care landscape, and our leadership position will allow us to capitalize on substantial market opportunities addressing the growing needs of our stakeholders. In 2023, in our Pharmacy Benefits Management business, we took action to increase access to affordable medicines and drive greater transparency and predictability with new programs, such as our EncircleRx SM GLP-1 solution that helps employers and organizations manage the complexity and costs of obesity, diabetes, and cardiovascular disease. We continued to provide our clients choices in how they fund pharmacy benefits with a new pharmacy network option, Express Scripts ClearNetwork SM, introduced in November, that offers cost-based pricing for prescription drugs and pharmacy services. Also, recognizing that millions in rural America count on pharmacists to fill gaps in care and improve access, we stepped forward to provide meaningful support through our IndependentRx initiative.

•Our large and fast-growing specialty pharmacy business continues to play a critical role in the coming wave of complex drug innovation. For example, we are focused on the multi-year biosimilar wave to drive greater savings and value for our clients.

•We advanced our efforts to extend our reach, impact, and growth with new and expanded relationships with partners, including VillageMD and CarepathRx Health System Solutions. We also have a substantial new opportunity with the addition of serving Centene Corporation. Our teams did an exceptional job of starting this relationship on the right foot by readying us to transition 20 million Centene customers to our platform this year.

•Recognizing the growing need for mental health care, we launched a value-based care program to strengthen our collaboration with providers and outcomes in our behavioral health network. We also focused on expanding access to care – where and when people need it – at home, virtually, at work, or in person. We also continue to serve growing numbers of customers through MDLIVE, our virtual care platform, and achieved the notable milestone of our 10 millionth visit.

In Cigna Healthcare, we offer services and solutions to employers, organizations, and individuals, along with specialty products that improve the quality of care, health outcomes, affordability, and value. We continued to expand our reach, growing our total medical customers in 2023 by approximately 1.8 million.

•Many of our employer clients turned to us for their evolving needs in supporting healthy, engaged, and productive workforces. Our U.S. Employer business continued to make strides in 2023 toward improving affordability, as well as offering new approaches to expand care access and coordination.

•In International Health, we continued to lead in managing health needs for government organizations, non-governmental and intergovernmental organizations, and globally mobile individuals. We enhanced our portfolio of solutions and expanded our reach into existing markets, including being the first international health insurer to receive a branch license from the Saudi Central Bank to operate in the Kingdom of Saudi Arabia.

•In our Medicare Advantage and Individual Exchange businesses, we supported those we serve and our company by balancing competitive benefit offerings, targeted market expansion, and disciplined pricing activity. Our Medicare Stars Quality Rating underscored the value we provide to seniors, showing that we again have over two-thirds of our members in 4-star or higher plans.

•Earlier this year, we announced that we had reached a definitive agreement to sell our Medicare Advantage, Cigna Supplemental Benefits, Medicare Part D, and CareAllies businesses to Health Care Service Corporation for a total transaction value of approximately $3.7 billion. We expect this transaction to be accretive to our earnings per share in 2025, while also supporting our company in sharpening our focus on businesses where our investments can create significant value across our enterprise. Looking forward, we will continue to innovate and grow our government services business in our high-performing Evernorth portfolio.

Our Responsibility

As a high-performance organization, we are also guided by our purpose and commitment to make health care more sustainable, accessible, and equitable. Throughout 2023, The Cigna Group advanced impactful work in each pillar of our Environmental, Social, and Governance (ESG) strategic framework:

•Healthy Society through our continuing efforts and investments to address health disparities.

•Healthy Workforce by supporting the health and vitality of our global colleagues.

•Healthy Environment through our commitments and actions to reduce our carbon footprint.

•Healthy Company by ensuring that our company’s ethics and values are at the center of all of our interactions and business decisions.

For more information about our ESG vision to advance better health for all, please review our annual ESG report, available on TheCignaGroup.com/our-impact.

Additionally, our publicly available 2022 Diversity Scorecard Report demonstrated our progress towards our goals in three areas: culture and coworkers, clients and customers, and communities. We’re pleased that our leadership continues to be recognized, including by the Dow Jones Sustainability Indices (DJSI), which named our company as a corporate sustainability industry leader for the seventh consecutive year, and by the National LGBT Chamber of Commerce (NGLCC) and partners in the National Business Inclusion Consortium (NBIC) listed our company among the 2023 "Best-of-the-Best" Corporations for Inclusion.

Our Commitment to Governance

In June 2023, Dr. Philip Ozuah, President and CEO of Montefiore Medicine, was appointed as a new independent director to our Board of Directors. Dr. Ozuah, who has 32 years of experience in medicine, adds to the deep expertise and diverse backgrounds of our board. His national reputation as a leader in value-based care, particularly his emphasis on aligning community-based organizations and services critical to addressing the socioeconomic determinants of health, has been and will continue to be an asset for The Cigna Group.

Approximately 70% of our directors have served on our Board for less than our Board’s 7.25-average tenure, which demonstrates how we continue to bring new and relevant perspectives and skill sets into our company. In 2023, our Board composition compared favorably to the S&P benchmarks on mean age, tenure, and gender and ethnic diversity.

Annual Meeting of Shareholders

On behalf of The Cigna Group Board of Directors, we invite you to attend our 2024 Annual Meeting of Shareholders to be held April 24, 2024. The attached Notice of 2024 Annual Meeting of Shareholders and Proxy Statement contains important information about the business to be conducted.

We are proud of the progress we made in 2023 on behalf of those we serve, our communities, and our company, and we look forward to another year of positive impact, strong execution and growth. On behalf of our employees around the world, and the entire Board, we thank you for your support and investment in The Cigna Group.

Sincerely,

*Consolidated adjusted income from operations and adjusted income from operations per share are non-GAAP measures. See Annex A to the Proxy Statement for a reconciliation of GAAP to non-GAAP measures, as well as a reconciliation of segment metrics to their comparable consolidated metrics.

Notice of 2024 Annual

Meeting of Shareholders

The Board of Directors has fixed March 5, 2024, as the record date for determining shareholders entitled to receive notice of, and to vote at, the Annual Meeting or any adjournment or postponement thereof. Only shareholders of record at the close of business on that date will be entitled to notice of, and to vote at, the Annual Meeting. This Notice of Annual Meeting and the accompanying Proxy Statement are being distributed or made available, as the case may be, on or about March 15, 2024.

Your vote is very important, regardless of the number of shares you own. We urge you to promptly vote by telephone, by using the internet, or, if you received a proxy card or instruction form, by completing, dating, signing, and returning it by mail.By order of the Board of Directors,/s/ Kari Knight StevensKari Knight Stevens Corporate SecretaryMarch 15, 2024

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE ANNUAL MEETING OF SHAREHOLDERS TO BE HELD ON APRIL 24, 2024.The Notice of Annual Meeting, Proxy Statement, and Annual Report for the fiscal year ended December 31, 2023 are available at www.proxyvote.com.

Table of Contents