Cigna Group

PROXY STATEMENT SUMMARY

2025 Performance and Accomplishments

Delivering in a Dynamic Environment

Through the efforts and dedication of our approximately 67,700 colleagues around the world, The Cigna Group delivered the following financial results in fiscal year 2025:

•Grew full-year total revenue by 11% to $275 billion.

•Achieved full-year shareholders’ net income per share of $22.18 and adjusted income from operations, per share of $29.84.

•Returned shareholders $5.2 billion through share repurchases and dividends.

Continuing to Drive Our Growth Strategy

We invested, innovated, partnered, expanded access to care, and delivered value to improve lives and advance our vision for the future of health care. Our focus on growth continues, driving value with accountability and transparency.

•Introduced our multi-year “Commitments to Better,” which focus on simplifying access to care, improving support, providing better value, and ensuring accountability and transparency for our customers and patients, and other stakeholders.

•Completed the sale of our Medicare Advantage, Cigna Supplemental Benefits, Medicare Part D, and CareAllies businesses to Health Care Service Corporation, enabling us to drive further innovation to support customers.

•Announced a new rebate-free pharmacy benefit model designed to help Americans get the medications they need by lowering costs, improving transparency, and supporting local pharmacies so care is within reach.

•Invested in Shields Health Solutions, allowing Evernorth® Health Services to seek more opportunities to support patients and providers and enhance continuity of care across specialty health care settings.

•Secured long-term renewals and extensions with major clients, ensuring stability through the end of the decade.

•Introduced Clearity by Cigna Healthcare, a new copay-only health plan designed to bring greater transparency, predictability, and simplicity to the care experience by leveraging Cigna Healthcare’s new industry-leading AI-powered digital tools.

•Expanded our GLP-1 suite of solutions through a new program, Evernorth EnReachRx, a high-touch patient support clinical model focused on three core focus areas: driving value, maintaining reliable GLP-1 access, and improving patient outcomes.

•Announced plans to have a STELARA® biosimilar available for $0 out of pocket for eligible patients of Accredo® Specialty Pharmacy, helping individual patients save around $4,000 on average per year.

•Launched an AI-powered virtual assistant to improve the customer experience during common health insurance interactions, such as checking benefits coverage, estimating costs, and finding care.

•Partnered with the Administration to leverage our specialized fertility pharmacies and offer pharmaceutical manufacturer EMD Serono’s fertility treatments at the lowest cash price available, helping more Americans struggling to start or grow a family.

•Introduced a medical prior authorization status tracker for Cigna Healthcare that shows updates and provides answers to frequently asked questions, as well as information on decisions and next steps.

•Reduced paperwork and the time providers and patients spend obtaining approvals for more routine services by removing 345 tests, procedures, and services from the prior authorization process.

•Opened a new specialty pharmacy facility in Newark, Delaware, co-locating Accredo® Specialty Pharmacy capabilities and CuraScript SD® by Evernorth distribution capabilities, to better serve patients and providers.

•Enhanced behavioral health access through Evernorth Behavioral Care Group, now reaching more than 5,000 providers across all 50 states.

•Extended our global reach, expanding our presence in Oman and authorizing us to underwrite, manage, and issue health insurance under the country’s newly established health insurance framework.

•Supported life‑saving cancer care treatment to more than 80,000 patients and supported more than 110,000 women and families with fertility needs in 2025.

PROXY STATEMENT SUMMARY

Advancing Better Health for All

We aim to transform the ecosystem of health into one that is well functioning, sustainable, accessible, and equitable. Our corporate impact and sustainability approach is structured around four connected pillars—Healthy Society, Healthy Workforce, Healthy Environment, and Healthy Company—that underscore our mission to improve the health and vitality of those we serve. In 2025, we:

•Supported approximately $52.2 million in combined giving between The Cigna Group and The Cigna Group Foundation and reported positive outcomes from the first year of commitments across three areas: improving youth mental health, improving veteran mental health through housing stability, and reducing barriers to health equity.

•Established our Employee Relief Fund to help employees seeking emergency financial assistance in times of need.

•Launched inaugural innovation campaign to drive employee engagement around environmental and sustainability efforts at our largest sites. Continued strength of environmental reporting, aligning to accounting best practices and receiving limited assurance for disclosed data.

•Continued enforcing strong governance of the use of artificial intelligence (AI) through our AI Center of Enablement and invested in learning initiatives to ensure employees are fully equipped to leverage AI capabilities.

•Received the following recognitions:

•Named one of America’s Most JUST Companies for the sixth year by JUST Capital and CNBC, including No. 1 in the Health Care Providers industry and No. 10 overall in the JUST 100.

•Designated as one of America’s Climate Leaders by USA TODAY and increased CDP score year-over-year to A-, reaching a high level of environmental leadership.

•Awarded Silver medal status by EcoVadis, placing us among the top 15% of all scored companies with respect to environment, labor and human rights, ethics, and sustainable procurement topics.

Throughout this Proxy Statement, we reference information available on our website. The information on our website is not, and shall not be deemed to be, part of this Proxy Statement or incorporated herein or into any of our other filings with the SEC.

*We encourage you to review our Annual Report on Form 10-K for the year ended December 31, 2025. Consolidated adjusted income from operations, per share is not determined in accordance with accounting principles generally accepted in the United States (GAAP) and should not be viewed as a substitute for the most directly comparable GAAP measure, shareholders’ net income, per share. Additional information regarding our use of non-GAAP measures and reconciliations to the most directly comparable GAAP measure can be found on Annex A.

PROXY STATEMENT SUMMARY

Corporate Governance at The Cigna Group

The Cigna Group is committed to ensuring strong corporate governance practices that protect the best interests of our shareholders and other key stakeholders. We believe that strong corporate governance and a majority independent Board provide the foundation to oversee our mission and business strategy, drive our culture of ethics and integrity, and promote and foster confidence among our shareholders and other key stakeholders. The Board has adopted policies and processes that foster effective Board oversight of critical matters, such as strategy, leadership succession planning, risk oversight, financial and other controls, compliance, culture, and corporate impact and sustainability matters.

Leadership Transition and Evolved Governance Model

Following the successful execution of a deliberate, multi-year CEO succession planning process, the Board appointed Mr. Brian C. Evanko, our President and Chief Operating Officer since March 2025, as the CEO of the Company, effective July 1, 2026, and as a member of the Board, effective April 1, 2026. Over the course of his nearly 30-year career with The Cigna Group, Mr. Evanko has led significant business and functional areas. Mr. Evanko has delivered strong financial and operational results and guided the Company through major changes during dynamic periods with his purpose‑driven, performance‑focused leadership. As President and Chief Operating Officer, Mr. Evanko advanced the Company’s strategy, introduced significant innovations to benefit those we serve, sharpened the business portfolio, and positioned the Company to continue delivering growth and impact.

Our current CEO, Mr. Cordani, will retire as CEO and continue to serve on our Board as the Executive Chair, effective July 1, 2026. The Board believes that Mr. Cordani is the most qualified director to lead the Board as Executive Chair given his deep understanding of the issues facing our industry, including health care delivery, customer engagement, and complex regulatory developments. Further, he remains best positioned to ensure strategic alignment and clarity of vision, goals, and expectations between the Board and management and to provide mentorship to Mr. Evanko as he assumes his new role.

As part of our CEO and board leadership succession planning, the Board also appointed Mr. Eric Foss as the Lead Independent Director, effective April 1, 2026. Mr. Wiseman, who has served as our Lead Independent Director since January 2022, will transition to become the chair of the Corporate Governance Committee. During Mr. Foss’ tenure, he has chaired the Finance Committee and served on each of the Audit, Corporate Governance and People Resources Committees. With this breadth of experience, Mr. Foss, an active CEO with contemporary insights into the current business environment, brings a seasoned perspective to the Board’s oversight of the risks and challenges facing The Cigna Group today. In addition, he has a keen understanding of leading a large, complex, customer centric organization in a dynamic industry. With this background, the Board believes that Mr. Foss will be an invaluable resource to the other independent directors, alongside Mr. Cordani as Executive Chair, and Mr. Evanko as he steps into his new role as CEO. This leadership structure is designed to provide for an orderly and effective transition of management responsibilities, while ensuring strong leadership and independent oversight by the Board.

In October 2025, the Board approved changes to the committee structure, which became effective on January 1, 2026. The Board approved the sunset of the Compliance Committee as a stand-alone committee and the Audit Committee became the Audit & Compliance Committee, while the Finance Committee became the Finance & Technology Committee. In light of the Board leadership changes and the committee restructure, the Board also approved changes to its Committee composition. These changes are designed to ensure that each Committee is comprised of directors with the necessary skills and experience to support oversight of the matters delegated to such Committee, as well as to provide opportunities for directors to expand their experience while balancing continuity.

PROXY STATEMENT SUMMARY

Director Nominees

Committee Composition

Compliance1

2025

George KurianMark B. McClellan, M.D., Ph.D.Philip O. Ozuah, M.D., Ph.D.

2025 indicates committee membership as of December 31, 2025. Committee structure changes were effective January 1, 2026 and the reference to 2026 indicates committee membership effective April 1, 2026. Between January 1, 2026 and April 1, 2025, members of the Audit Committee serve on the Audit & Compliance Committee and members of the Finance Committee serve on the Finance & Technology Committee.

(1)Retired Maj. Gen. Elder Granger chaired the Compliance Committee and served on the Audit Committee until his retirement on December 31, 2025.

PROXY STATEMENT SUMMARY

Key Governance Practices

Shareholder Engagement

The Board and the Corporate Governance Committee oversee the Company’s shareholder engagement practices. Our engagement with shareholders helps us better understand our shareholders’ priorities and perspectives. The Board considers feedback and insights from our shareholders as it reviews and evolves our governance and executive compensation practices and disclosures.

We engage with shareholders throughout the year on a number of topics related to corporate governance, executive compensation, corporate responsibility, Company performance, and other areas of focus for shareholders. Since the filing of our 2025 proxy statement, we engaged on governance-related topics with holders of approximately 42% of our outstanding stock.(1)

In 2025, we invited holders of approximately 65% of our outstanding stock to engage with us to discuss governance-related topics.(1)

Beyond specific engagement related to governance, the Investor Relations team and senior management engage with investors regularly to discuss our operating performance and growth strategy.

(1)Based on holdings as of December 31, 2025.

PROXY STATEMENT SUMMARY

Executive Compensation at The Cigna Group

We believe that aligning executive compensation to the achievement of enterprise goals that support our mission and our business strategy and drive innovation to improve access to and affordability of health care result in the creation of meaningful and sustained long-term value benefiting our customers, patients, providers, clients, shareholders, and other stakeholders.

(1)CEO long-term incentive target at midpoint of target range.

PROXY STATEMENT SUMMARY

2025 CEO Compensation

Guided by the principles summarized above, performance-based incentives represented approximately 92% of Mr. Cordani’s total target compensation for 2025, including 77% in long-term incentive (LTI) and 15% in Enterprise Incentive Plan (EIP) awards. This compensation structure is designed to reward Mr. Cordani for performance achieved and align his interests with those of our long-term shareholders.

*Totals may not add to 100% due to rounding.CEO LTI target at midpoint of target range.

PROXY STATEMENT SUMMARY

PROXY STATEMENT SUMMARY

Corporate Impact and Sustainability at The Cigna Group

At The Cigna Group, we advance better health for all. Our corporate impact and sustainability approach is rooted in our drive to make the health care system well-functioning, sustainable, and equitable. This approach is structured around four connected pillars that underscore our mission to improve the health and vitality of those we serve.

Healthy Society

We are committed to understanding and addressing social determinants of health and improving medical quality and access while lowering health risks, promoting preventive health interventions, and coordinating all aspects of care. We drive progress by aligning our products and services with value-based care models, leveraging integrated benefits, managing drug costs through innovation, expanding digital offerings, and reviewing coverage policies for health equity. Priority topics include:

•Innovation and Affordability 1

•Product Service and Quality

•Health Equity

•Community Resilience

Every day, we work to make a difference in the health of our communities.

Healthy Workforce

We believe that employers play a vital role in the health care system, and we strive to be a model for others by prioritizing and investing in the health and vitality of employees within our own company. We aim to cultivate a workforce that is equipped and empowered to drive growth and innovation across our diverse businesses. Priority topics include:

•Employee Health, Safety, and Vitality

•Inclusion Within Our Workforce

•Human Capital Development

We strongly believe that investing in the health of our people is one of the most important decisions we can make as a company.

Healthy Environment

We believe that responsible environmental stewardship can improve health and vitality and also makes sound business sense. We strive to identify new efficiencies and make strategic investments that reduce our environmental impact and our operating costs. Priority topics include:

•Climate Change and Emissions

•Sustainable Operations

Healthy Company

We have a deep and long-held commitment to strong governance as well as ethical and resilient business practices. This includes protecting the sensitive data of our clients and customers by ensuring cybersecurity incident response preparedness, as well as supporting a responsible and inclusive supply chain. Priority topics include:

•Leadership and Accountability

•Business Ethics and Compliance

•Data Protection

•Responsible Supply Chain

(1)We updated the name of priority topic Sustainable Health Care to Innovation and Affordability to better convey its definition.

PROXY STATEMENT SUMMARY

Voting Matters and Board Recommendations

For the reasons set forth below and as further detailed throughout this Proxy Statement, the Board of Directors unanimously recommends that you vote FOR each of the management proposals.

For the reasons summarized below and as further detailed throughout this Proxy Statement, the Board of Directors unanimously recommends that you vote AGAINST the following shareholder proposal.