Cigna Group
For the period ended Apr 22, 2026. Filed Mar 13, 2026.
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Apr 22, 2026 · Filed Mar 13, 2026
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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:
| ☐ | Preliminary Proxy Statement |
|---|---|
| ☐ | Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |
| ☒ | Definitive Proxy Statement |
| ☐ | Definitive Additional Materials |
| ☐ | Soliciting Material under § 240.14a-12 |
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):
| ☒ | No fee required |
|---|---|
| ☐ | Fee paid previously with preliminary materials |
| ☐ | Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11 |
900 Cottage Grove RoadBloomfield, Connecticut 06002
March 13, 2026
Dear Fellow Shareholders:
At The Cigna Group®, our mission—to improve the health and vitality of those we serve—guides everything we do. In a complex health care environment, it serves as our guide in our strategy, our services, and capabilities.
We define performance as providing value for our customers, patients, and clients. In turn, we have achieved sustainable growth for our shareholders. In addition to delivering strong financial results, this also requires clear governance, aligned incentives, thoughtful risk management, and a culture that continuously evaluates outcomes and acts on what we learn.
As we reflect on the past year and look ahead, our Board and management team remain committed to leading the company with a long-term perspective: investing in differentiated capabilities, customer innovations and talented people, continuously refining our strategy, and holding ourselves accountable for the outcomes we deliver.
Our Commitments to Better
In early 2025, we launched our “Commitments to Better” – a multi-year journey to accelerate our evolution and industry leadership. Throughout the year, we made tangible progress against our core commitments. More details can be found in our inaugural Customer Transparency Report, which details our progress against our commitments and continuous improvement efforts. While we are proud of our many achievements, the following are a few significant highlights:
Easier Access to Care: We introduced new initiatives to make our processes simpler, easier and faster, including partnerships to expand access to affordable fertility treatments in the United States and elsewhere. We also began a partnership with America's Health Insurance Plans (AHIP), the U.S. Department of Health and Human Services (HHS) and industry peers to streamline, simplify and reduce the prior authorization process for customers and physicians, with a goal of driving an industry-wide standard of 80% real-time authorizations, which will increase both speed and predictability. And over the past year, on our own we reduced prior authorizations by approximately 15% for more routine services.
Better Support: Cigna Healthcare® expanded our team of care advocates for those facing complex conditions, such as cancer. In addition, we introduced a new virtual assistant to help customers better understand their care and benefits.
Better Value: We launched a new, rebate-free model for our Express Scripts® Pharmacy Benefits, designed to help Americans stay healthy and get the medications they need by lowering out-of-pocket costs. This will mean lower costs, particularly for brand-name drugs, right at the pharmacy counter. We also committed to providing a personalized year-end pharmacy benefit statement to our Express Scripts customers, detailing their annual benefit savings.
Accountability: To ensure accountability as we expand and evolve our organization to better serve patients, we aligned leaders’ compensation with customer and patient satisfaction, using the customer advocacy metric known as Net Promoter Score, or NPS.
Transparency: We committed to greater transparency by publishing our first Customer Transparency Report. We also introduced Clearity, a copay-only health plan leveraging AI-powered tools for transparency and for more personalized and informed decision-making.
2025 Performance and Accountability
Our strong financial results in 2025 are a direct reflection of the meaningful value we continued to deliver to our customers and clients, even as we navigated a complex and rapidly evolving environment shaped by economic, geopolitical, legislative, and technological factors. We are proud of our operational performance, in tandem with the progress on our multi-year journey to chart a better path for health care. We:
Grew full-year total revenues to $275 billion, an increase of 11% year over year.
Achieved shareholders’ net income for 2025 of $6 billion, or $22.18 per share, and adjusted income from operations of $8 billion, or $29.84 per share.*
Generated cash flow from operations of $9.6 billion.
Returned $5.2 billion to shareholders through dividends and share repurchases.
In addition to these financial achievements, we further shaped our portfolio in 2025 by investing $3.5 billion in Shields Health Solutions to enhance care for individuals with complex and chronic conditions, and by completing the $4.9 billion sale of our Medicare Advantage, Cigna Supplemental Benefits, Medicare Part D, and CareAllies businesses to Health Care Service Corporation. These actions further strengthen our position in higher-growth sectors (such as specialty pharmaceuticals, health delivery systems, and transparent benefits and health services) to concentrate on our core health services and benefits platforms, supporting long-term growth and value creation.
Corporate Impact
We made meaningful progress across our corporate impact pillars: Healthy Society, Workforce, Environment, and Company. Our efforts were recognized by industry leaders and reflected in our annual Corporate Impact Report, which details our ongoing work to advance better health for all.
Our commitment to making a difference in our communities remained a priority in 2025, with our colleagues logging nearly 114,000 volunteer hours across the globe, an approximately 30% increase compared to 2024. Through The Cigna Group Foundation, we supported multi-year initiatives focused on youth mental health, veteran housing, and reducing barriers to health equity.
As a result of all of our efforts, we were named by JUST Capital and CNBC as number one among health care providers, and in the top 10 overall, on their annual list of "America's Most JUST Companies," which ranks America's largest publicly traded companies on issues that define "just" business behavior.
Our Board of Directors also continues to evolve, leveraging deep expertise to guide our strategy and oversee risk. This included welcoming Michael J. Hennigan, former Executive Chairman of Marathon Petroleum Corporation, to our Board. Mr. Hennigan brings extensive experience in leading complex, regulated businesses and a proven track record of driving strategic growth and operational excellence. His insights further strengthen our Board’s ability to oversee the company’s strategy and deliver value for our shareholders.
Looking Forward
As we look to 2026 and beyond, we recognize that adhering to the status quo in health care is unsustainable. Meeting the evolving needs of those we serve requires us to anticipate and address consumer expectations more directly, personally, and transparently. We call this focus “Lead to One,” which guides the work of all of our colleagues and places the customer at the center of everything we do – including how we establish priorities, innovate, set our goals, and work together. It is grounded in bold approaches and a drive to self-disrupt for the benefit of those we serve, and we look forward to updating you on our progress as we continue to drive positive change in health care.
The momentum and strength that The Cigna Group carries into 2026 positions us strategically, operationally, and financially to deliver on our vision as we prepare to transition leadership of the company. Earlier this month, we announced that after nearly 17 years at the helm of The Cigna Group, David will be retiring as our Chief Executive Officer. After the official transition on July 1, David will continue to serve the company in the role of Executive Chair of the Board of Directors.
Brian Evanko, who currently serves as President and Chief Operating Officer, will become The Cigna Group’s next CEO. A 28‑year veteran of the company, Brian leads all businesses across our two growth platforms—Cigna Healthcare and Evernorth Health Services. His extensive experience across finance, operations, and our businesses and deep commitment to our mission, makes him ideally suited to lead the next era of The Cigna Group’s impact and growth.
Annual Meeting of Shareholders
On behalf of The Cigna Group Board of Directors, we invite you to attend our 2026 Annual Meeting of Shareholders on April 22, 2026. The attached Notice of Annual Meeting and Proxy Statement contains important information regarding the business to be conducted.
We appreciate your continued support and investment and look forward to delivering sustained growth and long-term value.
Sincerely,
| /s/ David M. Cordani | /s/ Eric C. Wiseman |
|---|---|
| David M. Cordani | Eric C. Wiseman |
| Chair and Chief Executive Officer (CEO) | Lead Independent Director |
*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 2026 ANNUAL
MEETING OF SHAREHOLDERS
Meeting Details
Time 11:00 a.m. Eastern Time
LocationVirtual Meeting
| Items of Business | |
|---|---|
| 1 | Election of twelve director nominees named in this Proxy Statement for one-year terms to expire at the next annual meeting of shareholders. |
| 2 | Advisory approval of executive compensation. |
| 3 | Ratification of the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for 2026. |
| 4 | Shareholder Proposal – Shareholder right to act by written consent, if properly presented. |
| + | Consideration of any other business properly brought before the meeting. |
The Board of Directors has fixed February 23, 2026, 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 13, 2026.
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/ Andrea NelsonAndrea Nelson Corporate SecretaryMarch 13, 2026
IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE ANNUAL MEETING OF SHAREHOLDERS TO BE HELD ON APRIL 22, 2026.The Notice of Annual Meeting, Proxy Statement, and Annual Report for the fiscal year ended December 31, 2025 are available at www.proxyvote.com.
TABLE OF CONTENTS
| Proxy Statement Summary | 1 |
|---|---|
| Corporate Governance Matters | 12 |
| Election of Directors (Proposal 1) | 13 |
| Director Expectations and Qualifications | 13 |
| Areas of Expertise of Our Director Nominees | 14 |
| Nomination Process | 14 |
| Process for Director Elections | 15 |
| Tenure, Background, and Experience of Our Directors | 16 |
| Other Practices | 17 |
| Board of Directors’ Nominees | 17 |
| Corporate Governance Policies and Practices | 30 |
| Key Governance Practices | 30 |
| Director Independence | 30 |
| Board Leadership Structure | 31 |
| Board Evaluations and Board Effectiveness | 32 |
| Responsibilities of the Board | 33 |
| Committees of the Board | 38 |
| Board and Committee Meetings | 43 |
| Codes of Ethics | 43 |
| Corporate Impact and Sustainability | 43 |
| Human Capital Management | 44 |
| Community Programs | 46 |
| Lobbying Activity and Political Contributions | 47 |
| Certain Transactions | 47 |
| Non-Employee Director Compensation | 48 |
| Overview | 48 |
| Director Compensation Program | 48 |
| Director Compensation Table for 2025 | 50 |
| Director Ownership | 51 |
| Compensation Matters | 53 |
| Advisory Approval of Executive Compensation (Proposal 2) | 54 |
| Compensation Discussion and Analysis | 55 |
| Executive Summary | 56 |
| Processes and Procedures for Determining Executive Compensation | 61 |
| Executive Compensation Policies and Practices | 62 |
|---|---|
| Elements of Compensation | 65 |
| NEO Pay and Performance Summaries | 75 |
| Employment Arrangements and Post-Termination Payments | 80 |
| Compensation Policies and Governance Practices | 82 |
| Report of the People Resources Committee | 86 |
| Executive Compensation Tables | 87 |
| 2025 Summary Compensation Table | 87 |
| Grants of Plan-Based Awards in 2025 | 90 |
| Outstanding Equity Awards at Year-End 2025 | 93 |
| Option Exercises and Stock Vested in 2025 | 96 |
| Pension Benefits for 2025 | 97 |
| Nonqualified Deferred Compensation for 2025 | 99 |
| Potential Payments upon Termination or Change of Control | 100 |
| Audit Matters | 110 |
| Ratification of Appointment of Independent Registered Public Accounting Firm (Proposal 3) | 110 |
| Report of the Audit & Compliance Committee | 112 |
| Shareholder Proposals | 113 |
| Shareholder Proposal – Shareholder Right to Act by Written Consent (Proposal 4) | 114 |
| Ownership of The Cigna Group Common Stock | 117 |
| Stock Held by Directors, Nominees, and Executive Officers | 117 |
| Stock Held by Certain Beneficial Owners | 119 |
| Annual Meeting Information | 120 |
| Annex A | A-1 |
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.