DEF 14A of CVS HEALTH Corp, Apr 3, 2026

DEF 14A of CVS HEALTH Corp

Filed Apr 3, 2026 · FY20250001308179-26-000201

Open on EDGAR

  1. Director Nominee Expertise, Skills and Experience

    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.

  2. Biographies of our Incumbent Board Nominees

    Biographies of our Incumbent Board Nominees

  3. Biographies of our Incumbent Board Nominees

    | Fernando Aguirre, 68 | | | | | | Independent Director | Director Qualification Highlights | | | | | Former Chairman, President and CEO of Chiquita Brands International, Inc. CVS Health director since: November 2018 | | Business Operations | | Health Care and Health Services | | | | Corporate Governance and Sustainability | | Regulated Industries | | | | Finance | | Senior Leadership | | CVS Health Board Committees: Audit (Chair); Management Planning and Development Other Public Boards: Barry Callebaut AG; Synchrony Financial Education: B.S., Southern Illinois University, Edwardsville | Biographical Information Mr. Aguirre is the former Chairman, President and Chief Executive Officer of Chiquita Brands International, Inc. (“Chiquita”), a global distributor of consumer products, having served as Chiquita’s President and Chief Executive Officer from January 2004 to October 2012 and its Chairman from May 2004 to October 2012. Prior to joining Chiquita, Mr. Aguirre worked for more than 23 years in brand management, general management and turnarounds at The Procter & Gamble Company (“P&G”), a manufacturer and distributor of consumer products. Mr. Aguirre began his P&G career in 1980, serving in various capacities including President and General Manager of P&G Brazil, President of P&G Mexico, Vice President of P&G’s global snacks and U.S. food products, and President of global feminine care. Mr. Aguirre was a member of the board of directors of Aetna from 2011 until the closing of the Aetna Transaction when he became a director of CVS Health. Mr. Aguirre also serves as a director of Barry Callebaut AG, a manufacturer of high-quality chocolate and cocoa products, and is chair of its nomination and compensation committee, and as a director of Synchrony Financial, a consumer financial services company, and is chair of Synchrony’s nominating and corporate governance committee. Skills and Qualifications of Particular Relevance to CVS Health Mr. Aguirre brings to the Board extensive consumer products, global business and executive leadership experience. As a former Chairman and CEO of a large public company that produces and distributes consumer products worldwide, he has significant brand management and international experience that is valuable to the Board’s strategic and operational understanding of global markets. Mr. Aguirre’s experience and service on other large public company boards, where he has served as chair of various committees, positions him well as the Chair of our Audit Committee and member of our Management Planning and Development Committee. | | | |

  4. Biographies of our Incumbent Board Nominees

    | Jeffrey R. Balser, M.D., Ph.D., 64 | | | | | | Independent Director | Director Qualification Highlights | | | | | President and Chief Executive Officer of Vanderbilt University Medical Center and Dean of Vanderbilt University School of Medicine CVS Health director since: September 2022 | | Business Operations | | Regulated Industries | | | | Finance | | Senior Leadership | | | | Health Care and Health Services | | Technology and Innovation | | CVS Health Board Committees: Health Services and Technology (Chair); Audit; Executive Other Public Boards: None Education: B.S., Tulane University; M.D. and Ph.D., Vanderbilt University | Biographical Information Dr. Balser has served as the chief executive of Vanderbilt University Medical Center (“VUMC”) since 2009 and has been President and Chief Executive Officer since 2016, when VUMC became an independent health care company. He has also served as the Dean of the Vanderbilt University School of Medicine since 2008. Dr. Balser is an elected member of the National Academy of Medicine and served two terms on its governing council. He previously served on the board of Varian Medical Systems, Inc., an oncology treatment device and software maker that was publicly traded, from October 2018 until Varian was acquired by Siemens Healthineers AG in April 2021. Skills and Qualifications of Particular Relevance to CVS Health Dr. Balser’s business experience includes large regional quaternary health delivery system leadership, human capital management, senior business management experience including a number of community hospital and medical practice acquisitions, overall risk management expertise through oversight of VUMC’s quality, compliance and corporate integrity activities, and financial expertise through management of its financial statements and VUMC’s separation from Vanderbilt University. His experience as a physician scientist includes leading NIH-funded research in various areas of pharmacogenomics and spearheading growth in personalized medicine at VUMC from research concepts to bedside care, integrating advances in informatics, discovery science and precision genomics. Under his leadership, VUMC has become an academic leader in health information technology. His education and experience as an M.D. with a Ph.D. in pharmacology are considered by the Board to be tremendous assets as the Company has expanded into health care delivery services. The Board believes that Dr. Balser’s deep health care knowledge and leadership bring great value to his role as the Chair of our Health Services and Technology Committee. | | | |

  5. Biographies of our Incumbent Board Nominees

    | C. David Brown II, 74 | | | | | | Independent Director | Director Qualification Highlights | | | | | Partner and Former Member of the Executive Committee of Nelson Mullins Riley & Scarborough LLP CVS Health director since: March 2007 | | Business Development and Corporate Transactions | | Public Policy and Government Affairs | | | | Corporate Governance and Sustainability | | Risk Management | | | | Health Care and Health Services | | Senior Leadership | | CVS Health Board Committees: Management Planning and Development (Chair); Nominating and Corporate Governance; Public Policy and External Affairs Other Public Boards: None Education: B.S.B.A., University of Florida; J.D., University of Florida College of Law | Biographical Information Mr. Brown has been a partner of Nelson Mullins Riley & Scarborough LLP (“Nelson Mullins”), a national law firm, since the August 2018 merger of Nelson Mullins and the Florida-based Broad and Cassel, of which Mr. Brown was Chairman from March 2000 through the time of the merger. He was also a member of the executive committee of Nelson Mullins until he rotated off the committee in December 2021. He served as the lead director of Rayonier Advanced Materials Inc., a leading specialty cellulose production company, until his retirement from that board in May 2020. Mr. Brown previously served on the board of Caremark Rx, Inc. from March 2001 until the closing of the merger transaction involving CVS Health and Caremark, when he became a director of CVS Health. Skills and Qualifications of Particular Relevance to CVS Health Mr. Brown’s legal expertise and health care experience are highly valued by the Board, as is his ability to analyze and interpret complex issues and facilitate Board engagement. He has a broad background in large-scale corporate and real estate transactions, both domestically and internationally. Mr. Brown has significant health care experience, including through his oversight of UF Health while serving as Chairman of the Board of Trustees for the University of Florida and as a member of the board of directors and executive committee of Orlando Health, a not-for-profit health care network. The Board believes that Mr. Brown’s experience adds knowledge and leadership depth to the Board, and as a result, upon the recommendation of the Nominating and Corporate Governance Committee (other than Mr. Brown), the Board approved a waiver of the retirement age for one year for Mr. Brown to continue serving as a director until the Company’s 2027 Annual Meeting of Stockholders. | | | |

  6. Biographies of our Incumbent Board Nominees

    | Alecia A. DeCoudreaux, 71 | | | | | | Independent Director | Director Qualification Highlights | | | | | President Emerita of Mills College at Northeastern University and Former Executive at Eli Lilly and Company CVS Health director since: March 2015 | | Corporate Governance and Sustainability | | Regulated Industries | | | | Health Care and Health Services | | Risk Management | | | | Public Policy and Government Affairs | | Senior Leadership | | CVS Health Board Committees: Health Services and Technology; Nominating and Corporate Governance Other Public Board: Parnassus Funds/Parnassus Income Funds Education: B.A., Wellesley College; J.D., Maurer School of Law at Indiana University | Biographical Information Ms. DeCoudreaux is President Emerita of the former Mills College, a liberal arts college for women with graduate programs for women and men, which is now known as Mills College at Northeastern University, having served a five-year term as President from July 2011 through June 2016. Previously, Ms. DeCoudreaux served in a number of leadership roles at Eli Lilly and Company, a global pharmaceutical manufacturer (“Eli Lilly”), including as Vice President and Deputy General Counsel, Specialty Legal Team, from 2010-2011, Vice President and General Counsel, Lilly USA, from 2005-2009, and Secretary and Deputy General Counsel of Eli Lilly from 1999-2005. During her 30-year career with Eli Lilly, Ms. DeCoudreaux also previously served as Executive Director of Lilly Research Laboratories, Director of Federal Government Relations, Director of State Government Relations and Director of Community Relations. In addition, Ms. DeCoudreaux has served on a number of charitable, educational, for profit and nonprofit boards, including as both a trustee and board chair at Wellesley College. She currently serves as Lead Independent Trustee and Chair of the Board of Trustees of Parnassus Funds/Parnassus Income Funds, a family of investment funds that integrates environmental, social and governance factors and fundamental investment principles. Skills and Qualifications of Particular Relevance to CVS Health Ms. DeCoudreaux has more than 30 years of experience in the pharmaceutical industry, and her experience as an attorney in that field and in the area of corporate governance makes her a great asset to our Board. In addition, the Board values her experience and perspective on state and federal government relations in the highly regulated health care industry, as well as her focus on community relations given our approximately 9,000 retail locations across the U.S. | | | |

  7. Biographies of our Incumbent Board Nominees

    | Anne M. Finucane, 73 | | | | | | Independent Director | Director Qualification Highlights | | | | | Chair of the Board of Rubicon Carbon and Former Vice Chairman of Bank of America Corporation CVS Health director since: January 2011 | | Business Development and Corporate Transactions | | Regulated Industries | | | | Corporate Governance and Sustainability | | Risk Management | | | | Public Policy and Government Affairs | | Senior Leadership | | CVS Health Board Committees: Management Planning and Development; Public Policy and External Affairs (Chair); Executive Other Public Board: Williams- Sonoma, Inc. Education: B.A., University of New Hampshire | Biographical Information Ms. Finucane has been a Senior Advisor of the TPG Climate Rise Fund (“TPG”), an investment fund focused on various climate sub-sectors, since September 2022 and the Chair of the Board of Rubicon Carbon, a carbon credit firm and a TPG portfolio company, since November 2022. Previously, Ms. Finucane served as Chairman of the Board of Bank of America Europe from July 2018 through December 2022. Ms. Finucane served as a Vice Chairman of Bank of America Corporation, an international financial services company, from July 2015 until her retirement in December 2021. From 2006 through July 2015, Ms. Finucane served as Global Chief Strategy and Marketing Officer for Bank of America and served as Northeast Market President from 2004 through July 2015. As a member of the executive management team, Ms. Finucane was responsible for the strategic positioning of Bank of America and led the company’s environmental, social and governance, sustainable finance, capital deployment and global public policy efforts. She established and co-chaired the company’s Sustainable Finance Committee, which included a $1 trillion environmental business initiative, deploying capital to help accelerate the transition to a low-carbon, sustainable economy, and was chair of Bank of America’s Environmental, Social and Governance Committee. She currently serves as a director of Williams-Sonoma, Inc., a retailer of kitchen and home products. Skills and Qualifications of Particular Relevance to CVS Health Ms. Finucane’s experience in the highly regulated financial services industry, in consumer strategies and marketing given the Company’s consumer focus, and in public policy and government affairs throughout the U.S., provides our Board with valuable insight in those key areas as we execute our strategy. Her extensive leadership experience in corporate strategy and corporate social responsibility serves her well as Chair of the Public Policy and External Affairs Committee and her distinguished career in banking also makes her a valued member of the Management Planning and Development Committee. | | | |

  8. Biographies of our Incumbent Board Nominees

    | John E. Gallina, 66 | | | | | | Independent Director | Director Qualification Highlights | | | | | Former Executive Vice President and Chief Financial Officer of Elevance Health, Inc. CVS Health director since: March 2026 | | Business Development and Corporate Transactions | | Health Care and Health Services | | | | Corporate Governance and Sustainability | | Risk Management | | | | Finance | | Senior Leadership | | CVS Health Board Committee: Audit Other Public Board: Arrive AI Inc. Education: B.S., Business Administration, The Ohio State University | Biographical Information Mr. Gallina is the former Executive Vice President and Chief Financial Officer of Elevance Health, Inc. (“Elevance”), a leading health benefits provider, a position he held from June 2016 through November 1, 2023. He then served as Executive Vice President and Advisor to the CEO from November 2023 until May 2024, when he retired from Elevance. Prior to serving as CFO, Mr. Gallina held various roles at Elevance in the Internal Audit, Accounting and Finance areas, having started with that company in 1994. Prior to that he was a senior audit manager at Coopers & Lybrand and a certified public accountant. Mr. Gallina currently serves as a director and chair of the audit committee of Arrive AI Inc., a developmental technology company with a focus on autonomous deliveries. Skills and Qualifications of Particular Relevance to CVS Health Mr. Gallina has over 40 years of financial and business management experience in both a corporate and public accounting environment. At Elevance, he had extensive financial leadership experience, overseeing all finance and actuarial functions, inclusive of procurement and corporate real estate. At one point in his career he was also responsible for Elevance’s healthcare management organization, which included all health care, clinical and network operations. Mr. Gallina offers our Board a deep understanding of the health insurance industry, as well as financial, accounting and audit-related issues. The Board believes that Mr. Gallina’s experience positions him well to serve as a member of our Audit Committee. | | | |

  9. Biographies of our Incumbent Board Nominees

    | J. David Joyner, 61 | | | | | | Non-Independent Director | Director Qualification Highlights | | | | | President, Chief Executive Officer and Chair of the Board of CVS Health Corporation CVS Health director since: October 2024 | | Business Development and Corporate Transactions | | Regulated Industries | | | | Business Operations | | Senior Leadership | | | | Health Care and Health Services | | Technology and Innovation | | CVS Health Board Committee: Executive (Chair); Public Policy and External Affairs Other Public Boards: None Education: B.S., The Rawls College of Business at Texas Tech University | Biographical Information Mr. Joyner has served as Chief Executive Officer and President of CVS Health since October 17, 2024 and was appointed Chair of the Board of CVS Health effective January 1, 2026. Prior to October 2024, Mr. Joyner had served as the Executive Vice President and President of Pharmacy Services of the Company since January 2023. From September 2020 to January 2023, Mr. Joyner served as an advisor to enterprises in the health care space. Mr. Joyner previously served in various roles at the Company and its predecessors, including as Executive Vice President – Sales and Account Services, CVS Caremark from 2004 through December 2019. Mr. Joyner began his career at Aetna in 1986 before joining Caremark Prescription Services in 1993. Mr. Joyner also has been a member of the Advisory Council of the Rawls College of Business of Texas Tech University since July 2020. Skills and Qualifications of Particular Relevance to CVS Health Mr. Joyner has nearly 40 years of health care and pharmacy benefit management experience, primarily at CVS Health and predecessor organizations, and has also served on the boards of several private equity-backed health care companies. The Board believes that his deep understanding of our integrated business will help the Board oversee how CVS Health addresses the challenges our industry faces, more rapidly advance the operational improvements our Company requires and fully realize the value we can uniquely create. | | | |

  10. Biographies of our Incumbent Board Nominees

    | J. Scott Kirby, 58 | | | | | | Independent Director | Director Qualification Highlights | | | | | Chief Executive Officer and Member of the Board of United Airlines Holdings, Inc. CVS Health director since: October 2023 | | Business Development and Corporate Transactions | | Regulated Industries | | | | Finance | | Senior Leadership | | | | Public Policy and Government Affairs | | Technology and Innovation | | CVS Health Board Committees: Health Services and Technology; Nominating and Corporate Governance Other Public Board: United Airlines Holdings, Inc. Education: B.S., U.S. Air Force Academy; M.S., George Washington University | Biographical Information Mr. Kirby has been the Chief Executive Officer and a member of the Board of Directors of United Airlines Holdings, Inc. (“United Airlines”), an international air carrier, since May 2020. Mr. Kirby also serves on the Executive Committee and the Finance Committee of the United Airlines Board of Directors. From August 2016 until May 2020, Mr. Kirby was President of United Airlines and was responsible for its operations, marketing, sales, alliances, network planning and revenue management. Prior to joining United Airlines, he was President of American Airlines from December 2013 until August 2016 and was President of US Airways from September 2006 until December 2013, when US Airways merged with American Airlines. He started his career at the Pentagon and in the technology sector. He is former Chairman of the Star Alliance Chief Executive Board, a global alliance consisting of 25 member airlines, and is a member of the Board of Governors of the International Air Transport Association, a trade association comprised of 360 of the world’s airlines. Mr. Kirby is also a member of the Board of Directors of the U.S. Air Force Academy Foundation. Skills and Qualifications of Particular Relevance to CVS Health Mr. Kirby is a well-known airline industry veteran, with a broad and accomplished three-decade-long career in significant leadership roles. Mr. Kirby brings valuable expertise to the Board from his experience with marketing, sales, alliances and network planning at United Airlines, as well as his education and background in technology. As CEO of a large public company who is responsible for its business and ongoing operations, he has experience and understanding of how to implement strategic priorities. These skills make him well-qualified to serve as a member of the Health Services and Technology Committee and the Nominating and Corporate Governance Committee. | | | |

  11. Biographies of our Incumbent Board Nominees

    | Michael F. Mahoney, 61 | | | | | | Lead Independent Director since March 2025 | Director Qualification Highlights | | | | | Chairman, President and CEO of Boston Scientific Corporation CVS Health director since: November 2023 | | Business Development and Corporate Transactions | | Health Care and Health Services | | | | Business Operations | | Senior Leadership | | | | Finance | | Technology and Innovation | | CVS Health Board Committees: Management Planning and Development; Nominating and Corporate Governance (Chair); Executive Other Public Board: Boston Scientific Corporation Education: B.B.A., University of Iowa; M.B.A., Wake Forest University | Biographical Information Mr. Mahoney has been the President of Boston Scientific Corporation (“Boston Scientific”), a global developer, manufacturer and marketer of medical devices, since October 2011, and has been Chief Executive Officer and a member of the Board of Directors of Boston Scientific since November 2012. He became Chairman of the Board of Directors of Boston Scientific in May 2016. Prior to joining Boston Scientific, Mr. Mahoney served as Worldwide Company Group Chairman of Johnson & Johnson’s DePuy franchise, an orthopedics and neurosciences business, from April 2007 through January 2011. From January 2001 through March 2007, he served as President and Chief Executive Officer of Global Healthcare Exchange, a leading medical supply chain solutions company. Mr. Mahoney began his career at General Electric Medical Systems, where he spent 12 years, culminating in the role of General Manager of the Healthcare Information Technology business. From October 2015 until September 2023, Mr. Mahoney served as a member of the Board of Directors of Baxter International Inc. Skills and Qualifications of Particular Relevance to CVS Health Mr. Mahoney has extensive experience leading global medical products companies, including as Chairman, President and Chief Executive Officer of Boston Scientific. His management experience includes leading complex organizations in medical device and other health care-related businesses, expertise in building strong leadership teams, developing international markets and a proven ability to execute successful business strategies and drive operational excellence. Mr. Mahoney also has significant knowledge of the global medical products business and extensive experience leading and operating within global, multi-faceted medical products companies as a result of his roles at Boston Scientific and Johnson & Johnson, which provides the important qualifications to serve as our Lead Independent Director, and Chair of our Nominating and Corporate Governance Committee. | | | |

  12. Biographies of our Incumbent Board Nominees

    | Leslie V. Norwalk, 60 | | | | | | Non-Independent Director | Director Qualification Highlights | | | | | Strategic Counsel at Epstein, Becker & Green, P.C. CVS Health director since: November 2024 | | Corporate Governance and Sustainability | | Regulated Industries | | | | Health Care and Health Services | | Risk Management | | | | Public Policy and Government Affairs | | Senior Leadership | | CVS Health Board Committee: Health Services and Technology; Public Policy and External Affairs Other Public Boards: Arvinas, Inc., Neurocrine Biosciences, Inc. and Globus Medical, Inc. Education: B.A., Wellesley College, J.D., George Mason University | Biographical Information Ms. Norwalk has served as Strategic Counsel to health care companies at Epstein, Becker & Green, P.C., a national law firm, since 2007. She also advises companies through EBG Advisors, a national strategy and management consultancy, and National Health Advisors, an advocacy firm. She serves as an advisor to private equity investors, including three private equity firms, particularly on health care matters. Ms. Norwalk currently sits on the boards of directors of Arvinas, Inc., a biotechnology company, Neurocrine Biosciences, Inc., a biopharmaceutical company, and Globus Medical, Inc., a medical device company, and several privately held health care entities. She is also a member of APCO Worldwide’s International Advisory Council. Ms. Norwalk formerly sat on the boards of NuVasive, Magellan Health, Centene and Endologix, among others, and is the former Acting Administrator for the U.S. Centers for Medicare & Medicaid Services (“CMS”) under the George W. Bush administration. Skills and Qualifications of Particular Relevance to CVS Health Ms. Norwalk has deep knowledge of, and experience with, the health care industry and related government regulations, as well as corporate governance, health care compliance and risk management, which the Board believes provides important skills to serve on our Board, the Health Services and Technology Committee and the Public Policy and External Affairs Committee. Ms. Norwalk’s deep knowledge of, and experience with, the health care industry and government regulations, as well as corporate governance and risk management, provide valuable guidance and insight to our Board. | | | |

  13. Biographies of our Incumbent Board Nominees

    | Larry M. Robbins, 56 | | | | | | Independent Director | Director Qualification Highlights | | | | | Founder and Chief Executive Officer of Glenview Capital Management, LLC CVS Health director since: November 2024 | | Business Development and Corporate Transactions | | Health Care and Health Services | | | | Corporate Governance and Sustainability | | Risk Management | | | | Finance | | Senior Leadership | | CVS Health Board Committee: Audit; Public Policy and External Affairs Other Public Board: Butterfly Network, Inc. Education: B.S., University of Pennsylvania | Biographical Information Mr. Robbins is the Founder, Portfolio Manager and Chief Executive Officer of Glenview Capital Management, LLC. Prior to founding Glenview in 2000, Mr. Robbins spent six years as an analyst and partner at Omega Advisors on their U.S. equity long/short team. He joined Omega after three years at Gleacher & Company, a merger and acquisition advisory boutique in New York. For 30 years, Mr. Robbins has been a portfolio manager analyzing and advising leading publicly traded companies on financial reporting and controls, capital allocation and capital markets strategy and a broad range of governance, operational, communication and strategic issues. Mr. Robbins has been lead independent director and a member of the board of directors of Butterfly Network, Inc., a medical digital imaging company, since 2021. He is also an active supporter of education reform and serves as a board member of KIPP NYC, Relay Graduate School of Education and Zearn. Skills and Qualifications of Particular Relevance to CVS Health Mr. Robbins is recognized as a seasoned investor with deep health care industry expertise. His leadership experience and success in advising companies throughout the health care sector and his extensive knowledge of financial accounting make him a valued member of the Board, as well as its Audit and Public Policy and External Affairs Committees. | | | |

  14. Biographies of our Incumbent Board Nominees

    | Guy P. Sansone, 61 | | | | | | Independent Director | Director Qualification Highlights | | | | | Co-Founder, Chairman and Chief Executive Officer of H2 Health CVS Health director since: November 2024 | | Business Development and Corporate Transactions | | Health Care and Health Services | | | | Business Operations | | Senior Leadership | | | | Finance | | Technology and Innovation | | CVS Health Board Committee: Audit; Nominating and Corporate Governance Other Public Board: Pediatrix Medical Group, Inc. Education: B.S., University at Albany, SUNY | Biographical Information Mr. Sansone has served as the Co-Founder, Chairman and Chief Executive Officer of H2 Health, a leading regional provider of physical rehabilitation services and clinician staffing solutions, since February 2020. Prior to that, he served as Managing Director at Alvarez & Marsal in New York, a financial advisory and consulting firm notable for its work in turnaround management and performance improvement of a number of large, high-profile businesses across the globe, where he served as Chairman of the firm’s Healthcare Industry Group, which he founded in 2004. Mr. Sansone is a member of the board of directors of several publicly traded and privately held health care companies, including Pediatrix Medical Group (formerly Mednax), a provider of physician services, Longevity Health Plans, a specialized Medicare Advantage health plan, Carisk Partners, a risk transfer, care coordination company, and ChenMed, an operator of medical centers. He formerly served on the board of directors of public company Magellan Healthcare and served on its audit and compliance committees. Skills and Qualifications of Particular Relevance to CVS Health Over the past 25-plus years, Mr. Sansone has invested in, advised and consulted as an executive to numerous companies, particularly in the health care industry, focusing on developing and evaluating strategic and operating alternatives designed to enhance value. His experience and expertise in the health care industry, as a public company audit committee member and in finance make him an excellent addition to our Board and our Audit and Nominating and Corporate Governance Committees. | | | |

  15. Biographies of our Incumbent Board Nominees

    | Douglas H. Shulman, 58 | | | | | | Independent Director | Director Qualification Highlights | | | | | Chairman and Chief Executive Officer of OneMain Holdings, Inc. CVS Health director since: November 2024 | | Business Development and Corporate Transactions | | Regulated Industries | | | | Finance | | Senior Leadership | | | | Public Policy and Government Affairs | | Technology and Innovation | | CVS Health Board Committee: Health Services and Technology; Management Planning and Development Other Public Board: OneMain Holdings, Inc. Education: B.A., Williams College, M.P.A., Harvard JFK School of Government, J.D., Georgetown University | Biographical Information Mr. Shulman has served as Chief Executive Officer of OneMain Holdings, Inc., a consumer-focused financial services company that is a leader in offering nonprime customers responsible access to credit, since 2018, and has been Chairman of the Board of OneMain since 2021. Prior to joining OneMain, Mr. Shulman was Senior Executive Vice President, Global Head of Client Service Delivery and was a member of the Executive Committee at BNY Mellon, a global financial services firm. Prior to BNY Mellon, he was a Senior Advisor at McKinsey & Company, and from 2008 to 2012, he served as the Commissioner of the Internal Revenue Service, where he directed a transformation of the agency’s technology, drove customer service metrics to historic levels and led important breakthroughs in addressing international tax evasion. Previously, Mr. Shulman was Vice Chairman and, before that, President of Markets, Services and Information at FINRA and its predecessor company, NASD, when it owned the Nasdaq Stock Market and the American Stock Exchange. Skills and Qualifications of Particular Relevance to CVS Health Mr. Shulman has significant experience managing large, complex organizations at the intersection of financial services, data and technology. The Board believes his background in technology and operations, financial and risk management expertise and regulatory and human capital management experience provide important skills and expertise for our Board and make him an excellent member of our Health Services and Technology and Management Planning and Development Committees. | | | |

  16. Non-Employee Director Compensation

    Non-Employee Director Compensation CVS Health’s approach to compensating non-employee directors for Board service is to provide directors with an annual retainer comprised of at least 75% paid in shares of CVS Health common stock and 25% paid in cash (or up to 100% stock at the director’s election). The payment of a significant portion of the annual retainer, and additional retainers as outlined below, in our common stock is consistent with our policy of using equity compensation to better align directors’ interests with stockholders. Each retainer was paid in two equal installments, in May and November. Directors may elect to defer receipt of shares, and deferred shares are credited with dividend reinvestment shares to the extent dividends are paid to stockholders. This also enhances the non-employee directors’ ability to meet and continue to comply with our stock ownership guidelines, which are described below.

  17. ANNUAL NON-EMPLOYEE DIRECTOR COMPENSATION (2025)

    ANNUAL NON-EMPLOYEE DIRECTOR COMPENSATION (2025)

  18. Non-Employee Director Compensation – 2025

    Non-Employee Director Compensation – 2025

  19. Non-Employee Director Compensation – 2025

    | Name | Fees Earned and Paid in Cash(1) ($) | Cash Fees Elected to be Paid in Stock(2) ($) | Stock Awards(2) ($) | All Other Compensation ($) | Total ($) | | Fernando Aguirre | 91,284 | — | 273,716 | — | 365,000 | | Jeffrey R. Balser, M.D, Ph.D. | 90,060 | — | 269,940 | — | 360,000 | | C. David Brown II | 90,060 | — | 269,940 | — | 360,000 | | Alecia A. DeCoudreaux | 83,750 | — | 251,250 | — | 335,000 | | Anne M. Finucane(3) | 90 | 86,785 | 260,625 | — | 347,500 | | J. Scott Kirby | 41,940 | 41,875 | 251,185 | — | 335,000 | | Michael F. Mahoney(4) | 105,459 | — | 316,208 | — | 421,667 | | Leslie V. Norwalk | 83,786 | — | 251,214 | — | 335,000 | | Larry M. Robbins | — | 83,750 | 251,250 | — | 335,000 | | Guy P. Sansone | 83,786 | — | 251,214 | — | 335,000 | | Douglas H. Shulman | 83,786 | — | 251,214 | — | 335,000 |

  20. Non-Employee Director Compensation – 2025

    | (1) The amounts shown include cash payments made in lieu of fractional shares to Mmes. Finucane and Norwalk, Dr. Balser and Messrs. Aguirre, Brown, Kirby, Mahoney, Sansone and Shulman. | | (2) These awards are fully vested at grant and the amounts shown represent both the fair market value and the full fair value at grant. During 2025, each director receiving a 12-month retainer received 3,729 shares of stock with a total value of approximately $251,250 on the date of grant; each director electing to receive the remaining portion of the annual retainer in stock also received 1,242 shares valued at approximately $83,750 on the date of grant. As of December 31, 2025, our directors had deferred balances of shares of Company common stock, including accrued dividend reinvestment shares, as follows: Mr. Brown, 83,746 shares; Ms. DeCoudreaux, 40,053 shares; Ms. Finucane, 16,530 shares; Mr. Mahoney, 4,613 shares; and Mr. Robbins, 8,080 shares. | | (3) Ms. Finucane received a pro-rata retainer in connection with her appointment as PP&EA Committee Chair in November 2025. | | (4) Mr. Mahoney received pro-rata retainers in March 2025 in connection with his appointments as Lead Independent Director and N&CG Committee Chair for the remainder of the 2024-25 Board year, and full retainers for those roles for the 2025-26 Board year. |

  21. Compensation Discussion and Analysis

    | J. David Joyner President, Chief Executive Officer and Chair of the Board | 2025 Compensation | | | Current and Prior Roles Mr. Joyner has served as Chair of the Board since January 1, 2026, and as President and CEO since October 17, 2024. He brings nearly 40 years of experience in the health care and pharmacy benefit management industry, primarily through leadership roles at CVS Health and its predecessor organizations, including CVS Caremark and Aetna. | Base Salary $1.5 million Annual Cash Incentive (MIP) $4,695,900 (equal to 142.3% funding for Company performance, with an individual performance modifier of 110%, based on a target of 200% of salary) 2025 Granted Equity Compensation Annual Awards ~$14.5 million grant date fair value, granted as 75% performance stock units (“PSUs”) and 25% restricted stock units (“RSUs”) | |

  22. Compensation Discussion and Analysis

    | Brian O. Newman Executive Vice President (“EVP”) and Chief Financial Officer | 2025 Compensation | | | Current and Prior Roles Mr. Newman has served as EVP and CFO since May 2025. Prior to joining CVS Health, Mr. Newman served as Executive Vice President and Chief Financial Officer of United Parcel Service, Inc. (“UPS”) from August 2019 through May 2024. Before joining UPS, Mr. Newman spent 26 years at PepsiCo, Inc., where he held a variety of senior finance leadership positions across Europe, Asia, and North and South America. | Base Salary $1.0 million ($696,970 paidin 2025, based on April 2025 start date) Annual Cash Incentive (MIP) $1,562,000 (equal to 142.3% funding for Company performance, with an individual performance modifier of 105%, based on a target of 150% of salary) 2025 Granted Equity Compensation Annual Awards ~$7.0 million grant date fair value, granted as 60% PSUs, 20% RSUs and 20% stock options | |

  23. Compensation Discussion and Analysis

    | Tilak Mandadi EVP, Ventures and Chief Experience and Technology Officer | 2025 Compensation | | | Current and Prior Roles Mr. Mandadi has served as EVP, Ventures and Chief Experience and Technology Officer since March 2025. He previously served as EVP and Chief Digital, Data, Analytics and Technology Officer from July 2022 through February 2025. In 2024, Mr. Mandadi’s role expanded to include oversight of CVS Health Ventures, which invests in emerging health care technology and technology-enabled services companies. Prior to joining CVS Health, Mr. Mandadi held executive roles in technology and strategy for MGM Resorts International, The Walt Disney Company and American Express. | Base Salary $1.0 million Annual Cash Incentive (MIP) $2,561,000 (equal to 142.3% funding for Company performance, with an individual performance modifier of 120%, based on a target of 150% of salary) 2025 Granted Equity Compensation Annual Awards ~$7.0 million grant date fair value, granted as 60% PSUs, 20% RSUs and 20% stock options | |

  24. Compensation Discussion and Analysis

    | Steven H. Nelson EVP and President, Aetna | 2025 Compensation | | | Current and Prior Roles Mr. Nelson has served as EVP and President, Aetna since November 2024. Prior to joining CVS Health, Mr. Nelson served as CEO of several managed care and health care organizations, including Duly Health and Care, JenCare and ChenMed. Mr. Nelson was previously CEO of UnitedHealthcare, a division of UnitedHealth Group, from 2017 until 2019. During his tenure at UnitedHealthcare, which began in 2007, he held several senior leadership roles and led the Commercial and Government businesses, driving improvements in growth, profitability, employee engagement and culture and customer satisfaction. | Base Salary $1.0 million Annual Cash Incentive (MIP) $2,988,000 (equal to 142.3% funding for Company performance, with an individual performance modifier of 120%, based on a target of 175% of salary) 2025 Granted Equity Compensation Annual Awards ~$7.25 million grant date fair value, granted as 60% PSUs, 20% RSUs and 20% stock options | |

  25. Compensation Discussion and Analysis

    | Prem S. Shah EVP and Group President | 2025 Compensation | | | Current and Prior Roles Mr. Shah has served as EVP and Group President of CVS Health since November 2024, with responsibility for operational performance and integrated value creation across CVS Caremark, Pharmacy & Consumer Wellness, and the Company’s Health Care Delivery businesses. Prior to this appointment, Mr. Shah had served as EVP and Chief Pharmacy Officer beginning in November 2021. In September 2023, he was appointed President, Pharmacy & Consumer Wellness, after having served as Co-President of that segment since January 2022.Earlier in his tenure at CVS Health, Mr. Shah spent approximately 11 years in roles providing strategic oversight of key Specialty Pharmacy functions. | Base Salary $1.1 million Annual Cash Incentive (MIP) $3,013,000 (equal to 142.3% funding for Company performance, with an individual performance modifier of 110%, based on a target of 175% of salary) 2025 Granted Equity Compensation Annual Awards ~$9.0 million grant date fair value, granted as 60% PSUs, 20% RSUs and 20% stock options | |

  26. CFO Transition in 2025

    CFO Transition in 2025 The Board appointed Brian O. Newman as Executive Vice President and Chief Financial Officer of CVS Health, effective May 12, 2025. The MP&D Committee approved Mr. Newman’s compensation arrangements, which are structured similarly to other non-CEO NEOs, after reviewing market data provided by the MP&D Committee’s independent compensation consultant. See “Agreements with Named Executive Officers” on page 68 for additional information. The MP&D Committee did not approve any cash sign-on awards or additional equity grants for Mr. Newman in connection with his appointment. Thomas F. Cowhey served as Executive Vice President and Chief Financial Officer of CVS Health through May 12, 2025, and thereafter continued his employment with the Company in a non-executive capacity as Strategic Advisor to the President and CEO until June 2, 2025. Mr. Cowhey’s separation from the Company was treated as a termination of employment without cause and, accordingly, he was eligible for severance benefits. Mr. Cowhey received the standard severance benefits provided under the CVS Health Severance Plan for Non-Store Employees (the “Severance Plan”), the MIP, and his restrictive covenant agreement (“RCA”). Additional details are provided under “Agreements with Named Executive Officers” on page 68 and under “Payments/(Forfeitures) Under Termination Scenarios” beginning on page 86.

  27. 2025 Say on Pay Vote and Engagement on Compensation Topics

    2025 Say on Pay Vote and Engagement on Compensation Topics Our annual say on pay vote provides an opportunity to receive feedback from stockholders regarding our executive compensation program, and the MP&D Committee takes the result of this vote into account when determining the compensation of the Company’s executive officers. Our 2025 stockholder advisory vote on executive compensation received approximately 59% of votes cast in favor of the proposal. In light of this vote outcome, we expanded our stockholder outreach from prior years and held engagements with a broader set of investors who voted both for and against the 2025 say on pay proposal. In conversations with stockholders, compensation-related discussions focused on decisions made to support leadership changes that took place in late 2024, including factors considered by the MP&D Committee when setting compensation for our new executives and our then-departing CEO, and the context for one-time awards granted to certain executives. Feedback from such conversations indicated that investors generally understood the rationale for the decisions made and were largely supportive of the decision to grant one-time awards, recognizing that it was essential for the MP&D Committee to take actions that would ensure the stability and retention of leadership during this transition period. Stockholders we engaged with who voted against the 2025 say on pay proposal generally did not express concern with the core structure of our compensation program or standard practices. Instead, we consistently heard feedback that the primary reason for their negative vote was the elimination of partial vesting provisions for our outgoing CEO in late 2024. Stockholders acknowledged that the issue was largely backward looking, and none suggested a go-forward commitment regarding treatment of equity awards. Nonetheless, as a result of these discussions, the MP&D Committee confirms that it will not modify the treatment of CEO equity awards upon termination for the next three years absent exigent or extraordinary circumstances. We were pleased that in our discussions most stockholders did not raise concerns with the overall design and structure of our executive compensation program and expressed support for our continued use of relative total shareholder return (“rTSR”) as a metric for determining achievement of PSUs to ensure alignment with the stockholder experience. They appreciated our commitment to transparency regarding the MP&D Committee’s rationale for recent compensation decisions and requested similar disclosure in this year’s CD&A, which we have provided. The MP&D Committee regularly evaluates our executive compensation program and takes stockholder perspectives shared during engagements into consideration when enhancing our program. The stockholders we engaged with in late 2025 and early 2026 largely provided positive feedback on modifications made to our program for 2024 and 2025 and acknowledged the MP&D Committee’s consideration of and responsiveness to their input, as well as their understanding of the Committee’s goals to align our program to market standards and to attract and retain the best possible talent. Further disclosure regarding these modifications can be found on pages 50-51, 54-55 and 59-63. Please see pages 8-9 of this proxy statement for additional information about broader stockholder engagement themes.

  28. We apply leading executive compensation practices

    | | Performance Metrics Aligned with Stockholder Interests | | Recoupment Policies and Commitment to Disclose any Recoupment | | | Majority of Total Compensation Opportunity is Performance-Based | | Limited Perquisites and Personal Benefits | | | Long-Term Incentive Award Payouts are Capped | | No Excise Tax Gross-Ups | | | Post-vest Holding Period on Net Shares Resulting from PSUs for NEOs | | Broad-Based Severance Plan Applies to Executives | | | No Upward Modifier to any Outstanding PSUs if Absolute TSR is Negative | | Robust Stock Ownership Guidelines | | | Double Trigger Vesting of Equity Awards Upon a Change in Control | | Broad Anti-Pledging and Anti-Hedging Policy | | | Dividend Equivalents on RSUs and PSUs Paid Only When Awards Vest | | Reconciliation in Proxy Statement of any Non-GAAP Performance Metric to the Most Directly Comparable GAAP Financial Measure | | | No Option Repricing; No Recycling of Shares | | Board Committee Oversight of Comprehensive Annual Compensation Program Risk Assessment | | | Cash Severance Policy Capped at 2.99x Base Plus Bonus | | Workforce Modifier Metric in the MIP (downward-only) for Senior Executives |

  29. Executive Compensation 2025 Planning and Review Process

    | • | 2025 annual cash incentive award amounts were determined and approved by the MP&D Committee in February 2026 and reflect both Company performance and individual performance in 2025 against goals that were established in the first quarter of 2025. | | • | Long-term incentive awards reflect individual performance and the future potential to drive our corporate strategy and growth, while delivering value to patients, members and consumers. Annual long-term incentive awards for NEOs were granted as PSUs, RSUs and stock options, other than Mr. Joyner, who was granted PSUs and RSUs (as detailed on pages 51, 59-63). Mr. Newman received his long-term incentive award in May 2025, shortly after he joined the Company. The performance goals for the 2025 PSUs were approved in March 2025 for the period January 1, 2025 – December 31, 2027. The MP&D Committee will determine the performance results for this cycle in February 2028; if performance criteria are met, PSUs will vest based on continued employment through April 1, 2028, and the net shares, if any, will be subject to a one-year post-vesting holding period. |

  30. 2025 Executive Compensation Program Summary

    | Management Incentive Plan or MIP See pages 54-59 for details | The MP&D Committee believes that performance indicators, including profitability, customer experience and employee belonging and engagement should continue to be included in our executive compensation program. The MP&D Committee approved an additional financial metric for the 2025 MIP focused on cost management, alongside the existing financial and customer experience metrics. These metrics are designed to help empower NEOs and other colleagues to meet our Company objectives including delivering value to patients, members and consumers and enhancing the Company’s financial performance. The MP&D Committee also approved the continued use of a downward-only Workforce Modifier: • Company Performance: » 60% Adjusted Operating Income » 20% Adjusted SG&A Ratio (Ratio of Adjusted Selling, General & Administrative Expenses to Adjusted Total Revenues) » 20% Customer Experience (determined based on Net Promoter Score (“NPS”)) » Workforce Modifier (downward-only, by as much as 10%) for senior leaders (Vice Presidents and above) based on the achievement of belonging / engagement goals reflecting the results of the colleague engagement survey • Individual Performance Modifier (0 to 120%) • Payouts capped at 200% of target after the application of any modifiers |

  31. 2025 Executive Compensation Program Summary

    | Long-Term Incentive Program See pages 59-63 for details | NEO (non-CEO): In 2025, the MP&D Committee maintained year-over-year consistency with the design of our NEO long-term incentive program and the equity mix, which consisted of 60% PSUs, 20% RSUs and 20% stock options. The program is designed to drive sustainable long-term growth by aligning directly to strategic priorities that will support delivering value to patients, members and consumers, while reflecting stockholder preference that a majority of long-term incentives be performance-based. It is also designed to attract and retain the best talent and closely aligns to competitive market practice. CEO: For our CEO, the MP&D Committee approved, with input from the independent compensation consultant, a long-term incentive equity mix of 75% PSUs and 25% RSUs. The MP&D Committee considered the impact his promotional equity award granted in November 2024, which was in the form of premium-priced stock options and stock-settled stock appreciation rights (“SARs”), had on his outstanding long-term equity mix and modified the mix accordingly by not including stock options and including a greater percentage of PSUs. By awarding the majority of his long-term incentive award in PSUs, Mr. Joyner’s outstanding equity is balanced to ensure that performance goals are directly aligned with the Company’s operating and strategic plans. | | | PSUs: The MP&D Committee maintained the Adjusted EPS metric, the rTSR modifier and one-year post-vesting holding period, while refining the Strategic Scorecard metrics. • 70% Adjusted EPS: A three-year cumulative Adjusted EPS for the period of January 1, 2025 through December 31, 2027. The Adjusted EPS metric has a threshold of 85% of target (below which no payout is earned), and a maximum of 115% of target (above which no incremental payout is earned). • 30% Strategic Scorecard: Consists of three metrics, 10% weighting each, and each metric has independent threshold, target and maximum levels » Strategic Metric 1: Debt Pay-Down Ratio (Ratio of Adjusted Debt to Adjusted EBITDA at year-end 2027) (New for 2025) » Strategic Metric 2: Medicare Stars Performance (Percentage of Medicare members in 4+ Star-rated plans over a three-year period). (Refined for 2025: measured relative to a comparator group of Medicare companies, see details on page 59, 61-63) » Strategic Metric 3: Customer Engagement (Percentage of unique customers with 2+ CVS Health offerings at year-end 2027) • rTSR Modifier (+/- 25%): Based on CVS Health’s TSR relative to the TSR of selected comparator companies; no upward rTSR modifier will be applied if CVS Health’s absolute TSR is negative • Payout capped at 200% of target after the application of the rTSR modifier • Beginning with the 2025 awards, PSUs are eligible for dividend equivalents, which will accrue during the vesting period and will be paid in cash only when the underlying PSUs, if any, vest. Dividend equivalents are forfeited if the underlying PSUs do not vest. |

  32. Incentive Design, Payout and Goal-Setting Process and Timeline

    Incentive Design, Payout and Goal-Setting Process and Timeline For the annual and long-term incentive programs, the MP&D Committee oversees a rigorous and comprehensive goal-setting process. Below are highlights of the MP&D Committee’s review and decision-making process for 2025 executive compensation and incentive program target setting. The MP&D Committee structures the timing and process for determining individual NEO compensation so that compensation is appropriately aligned with the financial performance of the Company. On an ongoing basis, the MP&D Committee reviews our compensation philosophy and objectives considering Company strategy, goals, performance, stockholder feedback and external benchmarking, monitors compensation in comparison to actual and relative performance and ensures compliance with management equity ownership requirements.

  33. Incentive Design, Payout and Goal-Setting Process and Timeline

    | 1 | Set Targets | | | | | January – March 2025 | | | | | • | Approved the following: | | | | | » | Individual incentive award target levels for the 2025 MIP and 2026 long-term incentive awards. | | | | » | Financial metrics and targets for the 2025 MIP and the 2025 PSUs (2025-2027 performance period). | | | • | Reviewed rTSR peer group for 2025 PSUs with our independent compensation consultant. | | | | • | Reviewed incentive compensation trends with our independent compensation consultant. | | | | • | Performed annual risk assessment of executive compensation programs. | | | | • | Reviewed overall compensation structure. | |

  34. Incentive Design, Payout and Goal-Setting Process and Timeline

    | 2 | Monitor Plan Design and Key Metrics | | | | September 2025 | | | | • | Reviewed the compensation peer group with our independent compensation consultant, for executive compensation purposes in 2026. | | | • | Reviewed preliminary performance of the 2023 PSUs based on performance for the 2023-2025 performance period. | | | • | Reviewed preliminary performance of the 2025 MIP based on 2025 performance. | | | • | Reviewed results of say on pay vote and stockholder engagement strategy. | | | November 2025 – March 2026 | | | | • | Reviewed stockholder feedback on our executive compensation program, including recent changes that were in effect for 2025. | | | • | Discussed 2026 Incentive design for MIP and PSUs and provided feedback to management. | | | • | Reviewed total executive compensation market data with our independent compensation consultant. | | | • | Reviewed preliminary performance of the 2023 PSUs based on performance for the 2023-2025 performance period. | | | • | Reviewed preliminary performance of the 2025 MIP based on 2025 performance. |

  35. Incentive Design, Payout and Goal-Setting Process and Timeline

    | 3 | Review Performance and Approve Compensation | | | | January – March 2026 | | | | • | Reviewed year-end performance and pay-for-performance alignment for the prior year, as well as independent directors’ assessment of individual contributions and performance (with respect to each continuing NEO) and CEO recommendations (with respect to each continuing NEO other than the CEO). | | | • | Certified 2023 PSU payouts for the completed 2023-2025 performance period. | | | • | Certified MIP payouts for the completed 2025 fiscal year and approved individual awards. | | | • | Performed annual risk assessment of executive compensation programs. | | | • | Discussed and approved say on pay responsiveness based on stockholder feedback. |

  36. 2025 Annual Executive Compensation Program Structure

    | | Performance-based or performance-aligned (~90%) | | | | | | | Near-Term | | Long-Term | | | | | Base Salary | Annual Cash Incentive (MIP) | PSUs | RSUs | Stock Options | | Performance/ Vesting Period | Ongoing | Annual | 3-year measurement plus 1-year holding period post vesting | 4-year ratable vest | 4-year ratable vest, with 10-year expiration | | Performance Metrics | | • Adjusted Operating Income (60%) • Adjusted SG&A Ratio (20%) • Net Promoter Score or NPS (20%) • Individual Performance Modifier (0-120%) • Workforce Modifier for VPs and above (downward-only, by as much as 10%) | • 3-year cumulative Adjusted EPS (70%) • Strategic Scorecard (30%) • rTSR Modifier (+/-25%); no upward modifier applied if our absolute TSR is negative | Aligned to Company stock performance | Stock price appreciation | | Link to Strategy and Performance | Attracts and compensates high-performing and experienced leaders, like our NEOs, at a competitive level of cash compensation. | Motivates and rewards executives, including our NEOs, for achieving annual corporate, business unit and functional goals in key areas of financial and operational performance. | Focuses NEOs on the achievement of specific long-term financial performance goals directly aligned with our operating and strategic plans. | Aligns to stock price, promotes retention, aligns NEOs’ interests with those of our stockholders and helps balance the equity package to attract and retain talent. | Directly aligns the interests of our NEOs with stockholders. Stock options only have value for NEOs if operating performance results in stock price appreciation. | | CEO Target Pay Mix | | | | | | | NEO Target Pay Mix | | | | | |

  37. Annual Cash Incentive

    Annual Cash Incentive Our NEOs participate in our annual cash incentive program, the MIP, under which they are eligible for a cash award based on the achievement of pre-established financial, operating and individual performance objectives. The NEOs’ annual target bonus is expressed as a percentage of their base salary, with target bonus opportunities approved by the MP&D Committee in the first quarter of each year. The current targets are set forth in the 2025 Annual Cash Incentive Award table on page 59. Awards are paid out, if earned, in the first quarter of the following year based on the following formula. The MP&D Committee reserves the discretion to reduce awards for any reason.

  38. Annual Cash Incentive

    | NEO Target Annual Incentive % X Eligible Earnings(1)X | Corporate Performance Factor %X | Individual Performance Modifier (0 to 120%)X | Workforce Modifier (downward-only, by as much as 10%) | = | Final Award Cannot Exceed 200% of Target |

  39. Annual Cash Incentive

    | (1) Eligible Earnings represent actual earnings paid during the performance year. |

  40. Rigorous Goal Setting

    | • | Adjusted SG&A Ratio: For 2025, the MP&D Committee, with input from its independent compensation consultant, introduced an Adjusted SG&A Ratio metric for the MIP to focus leaders on cost management and support the Company’s focus on its turnaround strategy. | | | The Adjusted SG&A Ratio is a percent calculated based on Adjusted SG&A Expenses to Adjusted Total Revenue, with a funding scale range of +/-50 bps. | | • | Net Promoter Score: For 2025, the MP&D Committee continued the use of NPS, a commonly used measurement of consumers’ willingness to recommend a company to others. NPS is focused on real-time data driven insights into what is important to our patients, members and consumers and enables us to measure comparable positioning more effectively and transparently. By measuring customer experience through the use of transaction-generated and random survey data, NPS helps us ensure excellent service, positioning the Company to retain and win new business by linking improvements in consumer loyalty to business outcomes. | | | The 2025 NPS baseline was set equal to 2024 actual results due to existing headwinds related to external sentiment focused on the health care industry. |

  41. Individual Performance Modifier

    Individual Performance Modifier Each NEO’s individual performance was evaluated against previously set goals and assigned a value between 0% and 120%. The MP&D Committee did not assign specific weightings to any NEO’s goals but rather performance is intended to be evaluated holistically at the end of the period. The individual performance modifier cannot exceed 120%, or 20% above what would have been earned based solely on corporate performance. An individual performance modifier of less than 100% will reduce payouts below what would have been earned based solely on Company performance. In all cases, total payouts cannot exceed 200% of target when including Company performance, individual performance and the Workforce Modifier (downward-only, by as much as 10%). 2025 Individual Performance Modifier Results: For 2025, the MP&D Committee evaluated each current and eligible NEO’s performance relative to individual goals, the MIP funding at 142.3% and the impact of non-GAAP adjustments, as well as the CEO’s input on the performance of each current and eligible NEO (other than the CEO). In determining the annual cash incentive for Mr. Joyner, the MP&D Committee consulted with the other independent members of the Board. Mr. Cowhey was not eligible for an annual cash incentive award pursuant to the terms of the MIP. With respect to financial performance, the MP&D Committee considered the following results for the NEOs, as more fully set forth below: GAAP diluted EPS of $1.39 and Adjusted EPS* of $6.75; consolidated operating income of approximately $4,660 million and consolidated Adjusted Operating Income* of $14,443 million. The following table summarizes highlights of each continuing NEO’s individual performance achievements in 2025:

  42. Individual Performance Modifier

    | Leadership | • Established a holistic Total Shareholder Return (“TSR”) framework to strengthen investor confidence, guide strategic decision-making and enable more balanced competitive benchmarking • Helped operationalize identified savings and delivered disciplined capital stewardship, enhancing external credibility | | Business Results | • Delivered over $402 billion in revenue and $14.4 billion in Adjusted Operating Income*, a 7.8% and 20.6% year-over-year increase from 2024, respectively, and $10.6 billion of cash flow from operations, meaningfully exceeding expectations • Returned over $3.0 billion to stockholders through quarterly cash dividend payments • Managed investment portfolio to outperform total return benchmarks on all asset classes | | People | • Reorganized the Finance leadership team and drove an 11% increase in colleague engagement, with recognized strengths in accountability, trust, ethical leadership and team support |

  43. 2025 Annual Cash Incentive Award

    2025 Annual Cash Incentive Award

  44. 2025 Annual Cash Incentive Award

    | NEO(1) | 2025 Eligible Earnings | Target Annual Incentive | Full-Year Target Award | Company Perfor- mance | Individual Perfor- mance Modifier | Workforce Modifier | Final Payout as a % of Target | Final Award | | J. David Joyner | $1,500,000 | 200% | $3,000,000 | 142.3% | 110% | — | 156.5% | $4,695,900 | | Brian O. Newman | $696,970 | 150% | $1,045,455 | 142.3% | 105% | — | 149.4% | $1,562,000 | | Tilak Mandadi | $1,000,000 | 150% | $1,500,000 | 142.3% | 120% | — | 170.7% | $2,561,000 | | Steven H. Nelson | $1,000,000 | 175% | $1,750,000 | 142.3% | 120% | — | 170.7% | $2,988,000 | | Prem S. Shah | $1,100,000 | 175% | $1,925,000 | 142.3% | 110% | — | 156.5% | $3,013,000 |

  45. 2025 Annual Cash Incentive Award

    | (1) Mr. Cowhey did not receive a 2025 annual cash incentive award pursuant to the terms of the MIP, given his employment terminated in June 2025. |

  46. Long-Term Incentive Compensation

    Long-Term Incentive Compensation On an annual basis, the MP&D Committee, with the assistance of its independent compensation consultant, evaluates individual long-term incentive target opportunities for each NEO in the first quarter, used for grants awarded the following year. Target opportunities are based on factors such as competitive practices of companies in our peer group (see “CVS Health 2025 Compensation Peer Group” beginning on page 65), the NEO’s position and scope of responsibility, the importance of retaining the services of the NEO, internal equity and the NEO’s opportunity to drive Company performance and contribute to the long-term success of the Company. Following the MP&D Committee’s comprehensive review of our executive compensation program, and considering input from our stockholders, it approved maintaining metrics for 2025, with refinements made to the Strategic Scorecard for the PSUs as noted below. The Strategic Scorecard metrics are reviewed annually to align with our investor commitment and long-term strategic vision. Strong CVS CostVantage® performance and the Company’s commitment to deleveraging and stock price growth influenced the addition of the debt pay down metric for the 2025 PSU Strategic Scorecard. The MP&D Committee approved the following long-term incentive components to the executive compensation program in 2025:

  47. Long-Term Incentive Compensation

    | • | Maintained the NEO long-term incentive mix of 60% PSUs, 20% RSUs and 20% stock options, other than for Mr. Joyner who received 75% PSUs and 25% RSUs (see pages 61-63 for details) | | • | Maintained the one-year holding period following the vesting of the three-year PSUs | | • | Retained three-year cumulative Adjusted EPS measurement for PSUs (70% weighting) | | • | Modified the Strategic Scorecard metrics to support achievement of our long-term strategy (30% total weighting, each metric to be weighted 10%, with curves ranging from 50% payout at threshold and 200% at maximum performance): |

  48. Long-Term Incentive Compensation

    | » | Strategic Metric 1: Debt Pay Down Ratio (Ratio of Adjusted Debt to Adjusted EBITDA at year-end 2027) (New for 2025) | | » | Strategic Metric 2: Medicare Stars Performance (Percentage of Medicare members in 4+ Star-rated plans over a three-year period) (Refined for 2025: measured relative to a comparator group of Medicare companies) | | » | Strategic Metric 3: Customer Engagement (Percentage of unique customers with 2+ CVS Health offerings at year-end 2027) |

  49. Long-Term Incentive Compensation

    | • | Maintained rTSR modifier (+/- 25%) |

  50. Long-Term Incentive Compensation

    The MP&D Committee approved long-term incentive compensation awards for employees, including the NEOs, and made annual grants of long-term equity-based incentives in April 2025 (other than for Mr. Newman, who received his grants in May 2025, shortly after he joined the Company) to focus executives on the Company’s long-term financial and strategic objectives and to align the interests of executives with those of our patients, members, consumers and stockholders. These awards are made under the terms and conditions of the Company’s 2017 Incentive Compensation Plan, as amended (the “2017 ICP”).

  51. 2025 Long-Term Incentive Target Mix

    2025 Long-Term Incentive Target Mix As noted above, for 2025, we continued the NEOs’ long-term incentive equity mix of 60% PSUs, 20% RSUs and 20% stock options (other than for Mr. Joyner, as noted below). For our CEO, the MP&D Committee approved, with input from the independent compensation consultant, a long-term incentive equity mix of 75% PSUs and 25% RSUs. The MP&D Committee considered the impact that Mr. Joyner’s November 2024 promotional equity award, which was in the form of premium-priced stock options and stock-settled SARs, had on his outstanding long-term equity mix and modified the mix of his 2025 award accordingly to increase the portion of his awards granted as PSUs. By awarding the majority of his long-term incentive award in PSUs, Mr. Joyner’s outstanding equity is balanced to ensure that performance goals are aligned with the Company’s operating and strategic plans.

  52. 2025 Long-Term Incentive Target Mix

    | Award Type | Weighting | Key Features and Performance Measures | | PSUs Focus on sustained performance and profitable growth CEO MIX: Other NEO MIX: | | • Opportunity to earn between 0% to 200% of target PSUs based on performance against pre-established goals for the three-year performance period (2025-2027): cumulative Adjusted EPS (weighted 70%) and a Strategic Scorecard, based on three strategic metrics (weighted 10% each, for an overall weighting of 30%) | | | | • Threshold, Target and Maximum performance goals are anchored in the Company’s long-term growth commitment and strategic plan and are critically important for driving long-term success by rewarding improved patient, member and consumer continuity of care as well as top- and bottom-line growth • Reinforces our pay-for-performance culture and aligns to our external commitments • Includes commitment to drive ongoing operating efficiencies • Includes an rTSR modifier (+/-25%) that measures CVS Health’s TSR relative to the TSR of selected comparator companies (the “Relative TSR Peer Group for 2025-2027 PSU Awards” on page 76); the modifier is applied to the final performance of the core metrics. No upward rTSR modifier is applied if our absolute TSR is negative • Actual payout level to be determined by the MP&D Committee following completion of the 2025-2027 performance period • Dividend equivalents accrue during the vesting period and are paid in cash only when the underlying PSUs, if any, vest and are distributed. Dividend equivalents are forfeited if the underlying PSUs do not vest • Vesting will occur, if at all, in one installment on the third anniversary of the grant date and awards will be further subject to a one-year post-vest holding period which applies during and after employment • PSU award agreements include clawback/forfeiture in the event of detrimental conduct by the executive |

  53. 2025 Long-Term Incentive Target Mix

    | Award Type | Weighting | Key Features and Performance Measures | | RSUs Focus on stock value and executive retention CEO MIX: Other NEO MIX: | | • Enables NEOs to build stock ownership and aligns their interests with our stockholders, while promoting retention and stability of our executive leadership team • Value directly linked to stock price, providing some value regardless of stock price volatility • Dividend equivalents accrue during the vesting period and are paid in cash only when the underlying RSUs vest and are distributed. Dividend equivalents are forfeited if the underlying RSUs do not vest • Vest in four equal annual installments, beginning on the first anniversary of the grant date | | Stock Options Focus on sustained stock price appreciation Other NEO MIX: | | • Aligns the interests of NEOs with stockholders by placing emphasis on long-term value creation through growth in our stock price; options have a 10-year term • Promotes connectedness with the Company and its long-term strategy, reinforcing the financial success of the organization • Vest in four equal annual installments, beginning on the first anniversary of the grant date |

  54. 2025 PSU Awards

    2025 PSU Awards These awards feature formulaically-determined payouts based on performance goals established by the MP&D Committee in the first quarter of 2025; the three-year performance period is January 1, 2025 – December 31, 2027. The MP&D Committee approved a cumulative Adjusted EPS metric (70% weighting) and a Strategic Scorecard, based on three strategic metrics (weighted 10% each, for an overall weighting of 30%), all adjusted by an rTSR modifier. In order to provide year-over-year consistency, the overall weightings and metrics were maintained to align focus on achieving growth and strategic goals. Where appropriate, the targets were based, in part, on publicly-stated financial guidance. In light of the Company’s ongoing turnaround efforts, as well as the challenging health care environment at the time the Adjusted EPS targets were established in March 2025, the MP&D Committee approved a revised methodology for setting the three-year cumulative Adjusted EPS target. Under this approach, the 2025 Adjusted EPS target was aligned to external guidance of $6.00. The 2026 target reflects 6.0% growth on 2025 actual results and the 2027 target will reflect 6.0% growth on 2026 actual results. The combined Adjusted EPS target for 2025, 2026 and 2027 together constitute the three-year cumulative target for the 2025-2027 performance cycle, which aligns with our long-term growth commitments in place when the 2025-2027 performance cycle was approved in March 2025. The final three-year cumulative Adjusted EPS target will be set in the first quarter of 2027. Payout determination by the MP&D Committee will be made in February 2028, and any vesting will occur on April 1, 2028. The Adjusted EPS threshold and maximum payout levels for each year are +/- 15%, to better align with competitive market practice, with a 50% payout at threshold performance, below which no payout will be made, and 200% payout at maximum performance. The MP&D Committee approved the continued use of the Strategic Scorecard design for the PSUs and refined the Strategic Scorecard metrics to support achievement of our long-term strategy.

  55. 2025 PSU Awards

    | 2025-2027 PSU Awards | | | | | | | Weighting | Threshold (50%) | Target (100%) | Maximum (200%) | | Financial Measure: Cumulative Adjusted EPS | 70% | 85% | 2025 target: $6.00 2026 target: $7.16 2027 target: TBD in Q1 2027 - based on 6% growth over 2026 year-end actual results(1) | 115% | | | Weighting | Threshold (50%) | Target (100%) | Maximum (200%) | | Strategic Scorecard(2) | 30% | | | | | 1. Debt Pay Down Ratio (Adjusted Debt to Adjusted EBITDA at year-end 2027) (New for 2025) | 10% | 0%(3) | 100% | 200% | | 2. Medicare Stars Performance (Percentage of Medicare members in 4+ Star-rated plans over a three-year period relative to comparator group(4)) | 10% | 50% | 100% | 200% | | 3. Customer Engagement (Percentage of unique customers with 2+ CVS Health offerings at year-end 2027) | 10% | 50% | 100% | 200% | | Modifier: rTSR Modifier (continue to use the Relative TSR Peer Group) | The PSU total weighted funding percent of the core metrics outlined above is adjusted by an rTSR modifier, using the following scale: • Between 0 and 25th percentile of peers, the rTSR modifier will be -25% • Greater than 75th percentile of peers, the rTSR modifier will be +25% • Between 25th and 75th percentile of peers, the rTSR modifier will be interpolated No upward rTSR modifier will be applied if CVS Health’s absolute TSR over the 3-year performance period is negative. | | | |

  56. 2025 PSU Awards

    | (1) Illustration of 2025 PSU Adjusted EPS Target below: |

  57. 2025 PSU Awards

    | (2) Due to the potential for competitive harm during the open cycle, we are not disclosing our specific targets and performance curves for these metrics, as allowed by SEC rules. The targets and performance curves represent forward-looking, confidential and competitively sensitive information, the disclosure of which would result in competitive harm (i.e., by providing competitors insight into our strategy and business operations). | | The MP&D Committee believes that the established targets are both rigorous and achievable, and drive better consumer health outcomes, business results, and stockholder value by furthering the Company’s strategic imperatives. | | Additional details regarding the targets and performance curves for these metrics will be provided in our 2028 Proxy Statement following the completion of the performance period. | | (3) 0% payout if target is not achieved. | | (4) CVS Health Medicare Stars performance will be measured relative to a comparator group inclusive of the following companies: Centene Corporation, Elevance Health, Inc., Humana Inc. and UnitedHealth Group Incorporated. |

  58. 2025 RSU and Stock Option Awards

    2025 RSU and Stock Option Awards We use RSUs and stock options to focus our NEOs on delivering long-term value to our stockholders. In 2025, RSUs represented 25% of Mr. Joyner’s long-term incentive award and 20% for the other NEOs. These RSUs vest in four equal annual installments, beginning on the first anniversary of the grant date. RSUs reward and retain the NEOs by providing the opportunity to receive CVS Health stock if they remain employed by the Company on the award vest date(s). Stock options represented the remaining 20% of the long-term incentive award for our NEOs other than for Mr. Joyner, who did not receive stock options in 2025 as part of his annual equity grants as described on pages 59, 61-63. Stock options are granted at fair market value and vest in four equal annual installments, beginning on the first anniversary of the grant date. Stock options have value only to the extent that the price of CVS Health stock rises above the stock price on the grant date.

  59. 2025 Equity Awards to NEOs

    2025 Equity Awards to NEOs

  60. 2025 Equity Awards to NEOs

    | NEO | PSUs | Annual RSUs | Annual Stock Options | | J. David Joyner(1) | $10,874,965 | $3,624,966 | $0 | | Brian O. Newman(2) | $4,199,972 | $1,399,978 | $1,399,989 | | Tilak Mandadi | $4,199,985 | $1,399,980 | $1,399,996 | | Steven H. Nelson | $4,349,970 | $1,449,945 | $1,449,994 | | Prem S. Shah | $5,399,946 | $1,799,974 | $1,799,993 | | Thomas F. Cowhey(3) | $3,299,994 | $1,099,984 | $1,099,995 |

  61. 2025 Equity Awards to NEOs

    | (1) Mr. Joyner did not receive stock options as part of his 2025 long-term incentive awards, as described above. | | (2) Mr. Newman received his annual equity award in May 2025, shortly after he joined the Company. See “Agreements with Named Executive Officers” for more details on Mr. Newman’s compensation. | | (3) Mr. Cowhey’s departure was treated as a termination without cause and his outstanding equity awards are subject to his severance agreement and the terms of his equity award agreements pursuant to the 2017 ICP for previously granted awards. See “Agreements with Named Executive Officers” and the table under “Payment/(Forfeitures) Under Termination Scenarios” on page 91 for details. |

  62. 2026 Equity Awards

    2026 Equity Awards Following the MP&D Committee’s annual review of our executive compensation program, based on market data and input from its independent compensation consultant and considering input from our stockholders, the MP&D Committee made the following adjustments to long-term incentive compensation for the 2026 performance year maintaining a program that remains focused on performance while addressing recruiting and retention and continuing to balance risk and reward:

  63. 2026 Equity Awards

    | • | CEO Equity Mix: The MP&D Committee continued to consider the impact Mr. Joyner’s promotional equity award, granted in November 2024 in the form of premium-priced stock options and SARs, had on his outstanding long-term equity mix. As a result, his 2026 annual equity award was issued in 60% PSUs and 40% RSUs. The majority of Mr. Joyner’s 2026 equity continued to be issued in PSUs to ensure that his incentives are directly aligned with the Company’s operating and strategic plans. | | • | NEO Equity Mix: The MP&D Committee rebalanced the NEO equity mix by shifting 10% from PSUs to stock options to strengthen alignment with stock price appreciation, while still maintaining a strong emphasis on PSUs. As a result, the equity mix for the NEOs’ 2026 annual equity award was issued in 50% PSUs, 30% stock options and 20% RSUs. |

  64. 2026 Equity Awards

    The design of our PSUs for 2026 will be similar to 2025, maintaining:

  65. 2026 Equity Awards

    | • | Adjusted EPS metric with a 70% weighting and a cumulative goal measured over the full three-year performance period; | | • | a strategic scorecard metric with a 30% weighting; objective targets are measurable over a three-year period and support the strategic initiatives of the Company and other strategic priorities; | | • | the rTSR modifier; and | | • | a one-year post-vesting holding period (for net shares). |

  66. 2026 Equity Awards

    Additionally, beginning with RSU and stock option awards granted March 31, 2026, the vesting schedule will shift from four-year ratable vesting to three-year ratable vesting. This change is being made for all equity participants to align with the external market practice in support of attracting and retaining talent.

  67. Prior PSU Performance Programs

    Prior PSU Performance Programs 2023 PSUs – Performance was certified by the MP&D Committee in February 2026, following the three-year performance period. Based on results following the performance period, the MP&D Committee certified that there was no payout on the 2023 PSU awards granted to Messrs. Joyner, Mandadi, Shah and Cowhey. Messrs. Newman and Nelson were not employed by the Company at the time of the 2023 grant, and therefore did not receive 2023 PSUs:

  68. Prior PSU Performance Programs

    | 2023 PSU SUMMARY | STATUS: | | • Three-Year Performance Period January 1, 2023 – December 31, 2025 | • Adjusted EPS* of $6.75 in 2025 was below the threshold level required to achieve a payout ($9.00) | | • Based on 2025 Adjusted EPS* with target set at $9.90 – $10.10 in March 2023 and granted in April 2023 | • rTSR performance was not applicable due to below-threshold Adjusted EPS results | | | CALCULATED PAYOUT = 0% | | • Subject to an rTSR modifier (+/- 25%) | |

  69. Prior PSU Performance Programs

    | * Adjusted EPS is a non-GAAP financial measure. See Annex A to this proxy statement for a reconciliation of Adjusted EPS and other non-GAAP financial measures to the most directly comparable GAAP financial measures. |

  70. 2024 PSU Summary

    2024 PSU Summary Performance will be certified in February 2027, following the three-year performance period, January 1, 2024 –December 31, 2026. Net shares issued upon settlement, if any, will be subject to a one-year holding period. Maximum payout after calculation (including application of modifier) cannot exceed 200% of the PSUs awarded.

  71. 2024 PSU Summary

    | 2024-2026 PSU Awards | | | | | | | Weighting | Threshold (25%) | Target (100%) | Maximum (200%) | | Financial Measure: | 70% | $21.65 | $26.79 -$27.33 | $32.47 | | Cumulative Adjusted EPS | | | | | | | Weighting | Threshold (40%) | Target (100%) | Maximum (200%) | | Strategic Scorecard | 30% | | | | | 1. Percentage of Medicare members in 4+ Star-rated plans over a three-year period | 10% | Due to the potential for competitive harm during the open cycle, we are not disclosing our specific targets and performance curves for these metrics. (See footnote 2 on page 63 for an explanation of competitive harm). | | | | 2. Percentage of Commercial members on CVS CostVantage by Year-End 2026 | 10% | The MP&D Committee believes that the established targets are both rigorous and achievable, and drive business results and stockholder value by furthering the Company’s strategic imperatives. | | | | 3. Percentage of unique customers with 2+ CVS Health offerings by Year-End 2026 | 10% | Additional details regarding the targets and performance curves for these metrics will be provided in our 2027 Proxy Statement following the completion of the performance period. | | | | Modifier: rTSR Modifier (continue to use the Relative TSR Peer Group) | The PSU total weighted funding percent of the core metrics outlined above is adjusted by an rTSR modifier, using the following scale: • Between 0 and 25th percentile of peers, the rTSR modifier will be -25% • Greater than 75th percentile of peers, the rTSR modifier will be +25% • Between 25th and 75th percentile of peers, the rTSR modifier will be interpolated No upward rTSR modifier will be applied if CVS Health’s absolute TSR over the 3-year performance period is negative. | | | |

  72. 2025 Compensation Peer Group

    2025 Compensation Peer Group 2025 Selection Process: The MP&D Committee uses various data sources, including peer groups, to assess financial performance and compensation competitiveness. While peer groups represent a broad group of potential competitors for executive talent across various industries, peer group data serves as only one reference point for the MP&D Committee in evaluating our compensation program. Annually, the MP&D Committee, with the assistance of its independent compensation consultant, completes a peer group review to determine the most relevant companies with which we compete for talent and capital. The criteria used to identify companies for the peer group include, but are not limited to, size, complexity, business scope, industry and business similarity. The diversified peer group, composed of 19 companies, remained unchanged in 2025 (the “2025 Compensation Peer Group”). The MP&D Committee considered the 2025 Compensation Peer Group when establishing 2025 compensation levels, along with other factors as discussed in “Pay Positioning” below on page 66. Full-year 2025 median revenues for the 2025 Compensation Peer Group were $162.3 billion. CVS Health’s full-year 2025 total revenues of $402.1 billion rank at the 91st percentile relative to the 2025 Compensation Peer Group. The MP&D Committee will continue to review the Company’s peer group annually.

  73. CVS Health 2025 Compensation Peer Group

    CVS Health 2025 Compensation Peer Group

  74. CVS Health 2025 Compensation Peer Group

    | • AbbVie Inc. | • HCA Healthcare, Inc. | • Microsoft Corporation | | • Bristol-Myers Squibb Company | • Humana Inc. | • Pfizer Inc. | | • Cardinal Health, Inc. | • International Business Machines Corporation | • Target Corporation | | • Cencora, Inc. | • Johnson & Johnson | • UnitedHealth Group Incorporated | | • Centene Corporation | • McKesson Corporation | • Walgreens Boots Alliance, Inc.(1) | | • The Cigna Group | • Merck & Co., Inc. | • Walmart Inc. | | • Elevance Health, Inc. | | |

  75. CVS Health 2025 Compensation Peer Group

    | (1) Walgreens Boots Alliance, Inc. was a publicly-traded company at the time of our 2025 incentive plan design and compensation review, but became a private company in August 2025. |

  76. Pay Positioning

    Pay Positioning The MP&D Committee does not target NEOs’ pay to a specified percentile relative to the 2025 Compensation Peer Group but rather reviews peer group compensation data for each element of compensation, including base salary, target total cash (base salary plus target bonus) and target total direct compensation (target total cash plus target long-term incentive compensation). Where data is available, individual compensation positioning relative to comparable positions in the 2025 Compensation Peer Group varies by job, and the MP&D Committee considers a number of factors, including market competitiveness, specific duties and responsibilities of the NEO versus those in similar positions at the 2025 Compensation Peer Group companies, and succession planning. In addition to this assessment, the MP&D Committee considers Company and individual performance and internal pay equity among the Company’s executive officers in evaluating and determining executive compensation. The MP&D Committee believes it is appropriate to reward the Company’s executive officers with compensation above the competitive median if the rigorous financial targets associated with the Company’s variable pay programs are exceeded in a way that is consistent with the Company’s core values.

  77. Brian O. Newman

    Brian O. Newman Mr. Newman joined the Company in April 2025. In accordance with his offer letter, Mr. Newman’s base salary is $1.0 million and his annual cash incentive target is 150% of his annual base salary, pro-rated based on his start date for the 2025 performance year. In addition, Mr. Newman’s target annual equity award compensation is $7.0 million, which for calendar year 2025 was comprised of 60% performance stock units, 20% RSUs and 20% stock options. Upon hire, Mr. Newman did not receive a sign-on cash award. Mr. Newman also received standard relocation benefits under the Company’s broad-based relocation program that included tax assistance. Mr. Newman entered into CVS Health’s customary Change in Control (“CIC”) Agreement for executives and an RCA that includes, among other things, non-competition and non-solicitation covenants for the 18-month period following his employment with CVS Health. See “Payments/(Forfeitures) Under Termination Scenarios” beginning on page 86.

  78. Steven H. Nelson

    Steven H. Nelson Mr. Nelson joined the Company in November 2024. In accordance with his offer letter, Mr. Nelson’s base salary is $1.0 million and his annual cash incentive target is 175% of his annual base salary. In addition, Mr. Nelson’s target annual equity award compensation is $7.25 million, which for calendar year 2025 consisted of 60% performance stock units, 20% RSUs and 20% stock options. Upon his hire date, Mr. Nelson received a sign-on equity grant in the form of premium-priced stock options with a grant date value of $1.0 million, with an exercise price of 120% of the closing stock price on the grant date, which vests in three annual installments, pursuant to the terms of the award agreement. He also received a $1.3 million sign-on cash bonus paid in a lump sum within the first two pay periods of his date of hire. These sign-on awards were granted to align incentives given his role and provide a competitive offer to join the organization in a period of Company turnaround. If, within 24 months of the payment of his sign-on cash bonus: (1) he voluntarily terminates his employment, or (2) his employment is terminated by the Company for Cause (as defined in his offer letter), he agreed that he will promptly repay to the Company the full amount of the sign-on bonus that he was provided. Mr. Nelson also received standard relocation benefits under the Company’s broad-based relocation program that included tax assistance. Mr. Nelson entered into CVS Health’s customary CIC Agreement for executives and an RCA that includes, among other things, non-competition and non-solicitation covenants for the 18-month period following his employment with CVS Health. See “Payments/(Forfeitures) Under Termination Scenarios” beginning on page 86.

  79. Change In Control Agreements with Current NEOs

    Change In Control Agreements with Current NEOs As previously disclosed, we have CIC Agreements with each of our current NEOs. The MP&D Committee believes that the interests of stockholders are best served by ensuring that the interests of our senior management are aligned with our stockholders. The CIC Agreements with our current NEOs are intended to eliminate, or at least reduce, the reluctance of senior management to pursue potential change in control transactions that may be in stockholders’ best interests. The CIC Agreements serve to reduce or eliminate potential distraction caused by uncertainty about personal financial circumstances during a period in which CVS Health would require focused and thoughtful leadership to ensure a successful outcome. Accordingly, the CIC Agreements provide certain specified “double trigger” severance benefits to the covered executives in the event of their termination under certain circumstances following a change in control. The CIC Agreements are for a term of three years, with the possibility of subsequent one-year renewal periods, and if a change in control occurs during the term, the CIC Agreements will not expire earlier than two years after such change in control. The MP&D Committee believes a “double trigger” severance benefit provision is appropriate, as it provides an incentive for continuity in management following a change in control and no CIC Agreements provide for a “single trigger” severance benefit. “Double trigger” benefits require that two events occur in order for severance to be paid, i.e., a change in control of the Company followed by the executive’s involuntary termination of employment within two years, in which case our NEOs would be eligible to receive 1.5 times base salary plus target bonus and a pro-rated target bonus for the year of termination, payable as a lump sum, in addition to payment of certain unpaid and deferred amounts and “double-trigger” vesting and exercisability of outstanding equity awards, other than certain legacy equity awards. The 2010 or 2017 Incentive Compensation Plans that govern the terms of outstanding equity awards to all NEOs also require a “double trigger” for vesting of equity change in control benefits. The MP&D Committee reviews these potential severance benefits annually with the assistance of its independent compensation consultant to evaluate both their effectiveness and competitiveness. The review for fiscal year 2025 found the current level of benefits to be within competitive norms for design. Details of payments made to the executives upon a change in control and various termination scenarios; provisions for the treatment of equity awards, and other benefits; and estimated payments that would be made to the executives whose employment terminates following a change in control may be found in the “Payments/(Forfeitures) Under Termination Scenarios” beginning on page 86.

  80. Defined Benefit Pension Plans

    Defined Benefit Pension Plans Caremark Rx, Inc. maintained a Special Retirement Plan (“Caremark SRP”), a supplemental unfunded, non-qualified benefit plan that provided certain executive officers of Caremark with monthly benefits upon retirement, disability or a change in control of Caremark. Mr. Joyner is a participant in the Caremark SRP and, like all participants, was vested as of the change in control date when Caremark Rx, Inc. was acquired by the Company in March 2007. The benefit generally payable under the Caremark SRP is equal to the product of (1) 2.5% of the average annual base salary paid to a participant over the 36-month period preceding his retirement date and (2) the participant’s years of service, up to a maximum of 20 years of service. The Caremark SRP provides that a participant will continue to accrue years of service following completion of the merger, but the plan remains subject to amendment or termination. Aetna Inc. maintained a tax-qualified frozen defined benefit pension plan at the time it was acquired by the Company in November 2018. Mr. Cowhey was a participant in that plan from 2007 until it was frozen in 2010 and has a deferred vested benefit under the plan that has continued to accrue interest. No other NEOs participate in any defined benefit pension plan. See the Pension Benefits section and related table on page 84 of this proxy statement for further details.

  81. Policy on Forfeiture and Recoupment of Incentive Compensation

    Policy on Forfeiture and Recoupment of Incentive Compensation In September 2023, the Board adopted a clawback policy to comply with the requirements of Section 954 of the Dodd-Frank Act and the related rules and regulations promulgated by the SEC and NYSE (the “Dodd-Frank Clawback Policy”). The Dodd-Frank Clawback Policy does not impact the Company’s existing Recoupment Policy, which was initially approved in 2009 and has been amended a number of times since then, most recently in 2019. The Dodd-Frank Clawback Policy is specifically intended to comply with the requirements of the Dodd-Frank Act. It generally sits “on top” of our existing Recoupment Policy, and in a similar manner the Dodd-Frank Clawback Policy is administered by the MP&D Committee, except that the Audit Committee makes the determination of whether a triggering “restatement” has occurred. We believe our Recoupment Policy, which exceeds the requirements of the Dodd-Frank Act and applies to all time-based and performance-based equity awards, further reduces the potential risk that an executive officer would intentionally misstate results to benefit under an incentive program. In addition, appropriate language regarding the policy has been included in applicable documents and award agreements, and our executive officers are required to acknowledge in writing that compensation we have awarded to them may be subject to reimbursement, clawback, or forfeiture pursuant to the terms of the policy and/or applicable law. Further, the equity forfeiture provisions in applicable award agreements would also apply in the event of specified detrimental activity in the absence of a restatement. The MP&D Committee is empowered to recoup compensation paid to executive officers, and it expanded this capability to include other executives under its purview. In the event of employee misconduct that causes specified financial or reputational damage, a materially inaccurate performance calculation or an accounting restatement, the MP&D Committee may seek to clawback paid incentive compensation. In addition to the Company’s Clawback Policy and Recoupment Policy, pursuant to the terms of the Company’s equity award agreements governing PSUs, the MP&D Committee may also cancel outstanding PSUs granted to any covered employee if that employee engages in conduct detrimental to the Company (as specified in the award agreements). Below is a chart that provides an overview of the application of the Company’s various forfeiture and recoupment policies.

  82. Policy on Forfeiture and Recoupment of Incentive Compensation

    | | Who | When | What | | Misconduct Cancellation/ Forfeiture Due to Termination for Cause | • Applies to all colleagues who receive equity-based awards as part of their incentive compensation. | • A colleague is terminated for “Cause”: » willfully and materially breaches any of his or her obligations to the Company with respect to confidentiality, cooperation with regard to litigation, non-disparagement and non-solicitation; » is convicted of a felony involving moral turpitude; or » engages in conduct that constitutes willful gross neglect or willful gross misconduct in carrying out his or her duties to the Company, resulting, in either case, in material harm to the financial condition or reputation of the Company. | • All unvested equity awards will be cancelled/forfeited on a termination for Cause. | | Detrimental Conduct | • Applies to all colleagues who receive PSU awards as part of their incentive compensation. | • Detrimental Conduct. During any period in which PSUs (and any related dividend equivalents) remain outstanding and payable, including the holding period, a participant may not engage in Detrimental Conduct. “Detrimental Conduct” means any one of the following: | • Payment of PSUs is specifically conditioned on the requirement that at all times prior to the settlement date, the participant does not engage in Detrimental Conduct. • Releasing shares delivered after the holding period is also specifically conditioned on the requirement that at all times prior to such release, the participant does not engage in Detrimental Conduct. • If the MP&D Committee determines in its reasonable business judgment that the participant has failed to satisfy such requirements, then all or a portion of the PSUs, or all or a portion of any shares delivered in settlement thereof that are subject to the holding period, as of the date of such determination, shall be cancelled and forfeited as of such date of determination. All such determinations by the MP&D Committee will be final and binding. | | | | » any conduct that would constitute Cause; » the commission of a criminal act by the participant, whether or not performed in the workplace, that subjects, or if generally known, would subject the Company or its subsidiaries to public ridicule or embarrassment; » intentional misconduct or conduct not taken in good faith and causing significant reputational harm to the Company or its subsidiaries; » intentional violation, or negligent disregard, of the Company’s or its subsidiaries’ policies, rules and procedures, specifically including, but not limited to any of the participant’s obligations under the Company’s Code of Conduct and workplace policies; or » any violation of the participant’s restrictive covenant agreement. | |

  83. Policy on Forfeiture and Recoupment of Incentive Compensation

    | | Who | When | What | | Incentive Compensation Recoupment Policy | • Applies to all of our colleagues who receive annual cash incentive or long-term incentive awards, including all time-based and performance- based equity awards. | • When fraud or material financial misconduct by an employee meaningfully alters financial or operational results used to determine an award amount, as determined by our Board. • Applies to fraud or material financial misconduct committed during the performance period for the award amount that is discovered during the performance period or the three-year period following the performance period. | • Applies to all annual and long-term incentive awards, including time-based equity and performance-based awards. • Allows for recoupment of the entire award, not only excess amounts generated by the executive officer’s fraud or material financial misconduct. • Amended in March 2019 to require public disclosure of the circumstances of any recoupment from any executive officer (to the extent doing so would not violate any law or contractual obligations). | | Compliance with Restrictive Covenant Agreement | • All colleagues receiving equity awards. | • A colleague breaches the terms of their Restrictive Covenant Agreement. | • The Company may recover profits from RSUs, PSUs and stock options that vested in the two-year period prior to the breach. | | Dodd-Frank Clawback Policy | • Current or former Section 16 Officers regardless of fault. | • Company required to prepare a Qualifying Restatement as defined in the Dodd-Frank Clawback Policy. | • Provides for the recovery of compensation that is incentive-based, erroneously awarded and received by the officer within the three (3) years preceding the date that the restatement was needed; prohibits actual or de facto indemnification; and is publicly disclosed. |

  84. Severance Plans and Cash Severance Policy

    Severance Plans and Cash Severance Policy The Company maintains a broad-based severance plan that covers our NEOs. Details of potential payments under that plan can be found in the narrative and tables beginning on page 86. The MP&D Committee reviews the Company’s severance benefits annually with the assistance of its independent compensation consultant to evaluate both their effectiveness and competitiveness. The review for 2025 found the current level of benefits to be within competitive norms for design. Details of hypothetical payments that would have been made to our NEOs upon a change in control on December 31, 2025 and under various termination scenarios, provisions for the treatment of equity awards and other benefits, and estimated payments that would be made to the executives whose employment terminates following a change in control may be found in “Payments/(Forfeitures) Under Termination Scenarios” beginning on page 86. See “Agreements with Named Executive Officers” on page 68. The MP&D Committee adopted an executive cash severance policy, the CVS Health Corporation Executive Officer Cash Severance Policy, effective in January 2024, which provides that the Company will not enter into any new employee agreement, severance agreement or separation agreement or establish any new severance plan or policy providing for cash severance to our Section 16 officers (including our NEOs) exceeding 2.99 times the sum of base salary and target bonus without stockholder approval. Since 2010, our severance plan covering executives, the CVS Health Severance Plan for Non-Store Employees, has provided, and continues to provide, cash severance of 1.5 times base salary in addition to availability of COBRA assistance and outplacement services, and the CIC Agreements provide for 1.5 times base salary plus target bonus as well as payment of a pro-rata target bonus for the year of termination and such other payments and benefits as described above. The CVS Health Corporation Executive Officer Cash Severance Policy is available on our website: https://www.cvshealth.com/impact/resource-library.html.

  85. Insider Trading Policy; Anti-Pledging and Anti-Hedging Policy

    | • | Trading in our securities on a short-term basis (stock purchased in the open market must be held for at least six months); | | • | Purchasing stock on margin or pledging our stock or any stock incentive award as collateral for a loan or margin account; | | • | Engaging in short sales or purchases of our securities; | | • | Buying or selling puts, calls, exchange traded options or other derivative securities based on our securities (other than stock options granted by the Company); or | | • | Engaging in any other hedging transactions with respect to our securities that are designed to offset any decrease in the market value of equity securities. |

  86. Equity Grant Processes

    Equity Grant Processes As discussed on page 52, the MP&D Committee follows a timeline for executive compensation decisions and approves and grants annual equity awards at approximately the same time every year so that compensation is appropriately aligned with the financial performance of the Company. Each year the MP&D Committee approves the dollar value of annual long-term incentive awards at its January/February meeting for grants on or about April 1. As discussed above, the 2025 equity mix for Mr. Joyner was 75% PSUs and 25% RSUs and our other NEOs had a mix of 60% PSUs, 20% RSUs and 20% stock options. Outside of the annual grant cycle, we may make equity awards in connection with a new hire package or retention grant, although no new hire or retention grants were made to NEOs in 2025. These new hire or retention grants are made on February 28, May 31, August 31 and November 30. All awards are granted under the 2017 ICP, a stockholder-approved plan, and stock options and SARs are granted at an exercise price at or above the closing market price of CVS Health common stock on the date of grant. Equity awards, including options and SARs, are not granted in anticipation of the release of material non-public information, and the release of material non-public information is not timed on the basis of option or equity grant dates. In addition, we generally do not grant stock options or SARs (i) during trading blackout periods established under our Insider Trading Policy (the sole exception being the annual grants that are approved in January/February and made on or about April 1 of each year based on such previously-approved amounts), or (ii) at any time during the four business days prior to or the one business day following the filing of our periodic reports or the filing or furnishing of a Form 8-K that discloses material nonpublic information. These restrictions do not apply to RSUs, PSUs or other types of equity awards that do not include an exercise price related to the market price of our common stock on the date of grant. During fiscal year 2025, (i) none of our NEOs were awarded stock options or SARs with an effective grant date during any period beginning four business days before the filing or furnishing of a Form 10-Q, Form 10-K or Form 8-K that disclosed material nonpublic information, and ending one business day after the filing or furnishing of such reports, and (ii) we did not time the disclosure of material nonpublic information for the purpose of affecting the value of executive compensation.

  87. Relative TSR Peer Group for 2025-2027 PSU Awards

    Relative TSR Peer Group for 2025-2027 PSU Awards

  88. Summary Compensation Table

    Summary Compensation Table The following Summary Compensation Table shows information about the compensation received by our CEO, our current and former CFOs and each of our three other most highly compensated executive officers for services rendered in all capacities during the 2025 fiscal year and the applicable comparable data for the 2024 and 2023 fiscal years.

  89. Summary Compensation Table

    | Name & Principal 2025 Positions(1) | Year | Salary ($)(2) | Bonus ($) | Stock Awards ($)(3) | Option Awards ($)(4) | Non-Equity Incentive Plan Compensation ($)(5) | Change In Pension Value and Nonqualified Deferred Compensation Earnings ($)(6) | All Other Compensation ($)(7) | Total ($) | | J. David Joyner President and Chief Executive Officer | 2025 | 1,500,000 | — | 14,499,931 | 0 | 4,695,900 | 64,644 | 453,609 | 21,214,084 | | | 2024 | 1,103,495 | — | 4,499,890 | 11,999,997 | 0 | 0 | 205,410 | 17,808,792 | | Brian O. Newman Executive Vice President and Chief Financial Officer | 2025 | 696,970 | — | 5,599,950 | 1,399,989 | 1,562,000 | — | 161,599 | 9,420,508 | | Tilak Mandadi Executive Vice President, Ventures and Chief Experience and Technology Officer | 2025 | 1,000,000 | — | 5,599,965 | 1,399,996 | 2,561,000 | — | 416,755 | 10,977,716 | | | 2024 | 1,000,000 | — | 8,199,843 | 1,299,989 | 583,000 | — | 278,511 | 11,361,343 | | | 2023 | 1,000,000 | — | 4,874,990 | 1,624,993 | 1,246,000 | — | 135,862 | 8,881,845 | | Steven H. Nelson Executive Vice President and President, Aetna | 2025 | 1,000,000 | — | 5,799,915 | 1,449,994 | 2,988,000 | — | 349,201 | 11,587,110 | | Prem S. Shah Executive Vice President and Group President | 2025 | 1,100,000 | — | 7,199,920 | 1,799,993 | 3,013,000 | — | 266,297 | 13,379,210 | | | 2024 | 972,917 | — | 4,799,848 | 7,199,977 | 0 | — | 293,113 | 13,265,855 | | | 2023 | 950,000 | — | 4,499,937 | 1,499,989 | 1,421,000 | — | 211,440 | 8,582,366 | | Thomas F. Cowhey Former Executive Vice President and Chief Financial Officer | 2025 | 420,833 | — | 4,399,978 | 1,099,995 | 0 | 3,097 | 791,235 | 6,715,138 | | | 2024 | 998,387 | — | 4,799,848 | 1,199,982 | 436,000 | 1,713 | 208,434 | 7,644,364 | | | 2023 | 771,250 | — | 2,187,397 | 562,490 | 788,000 | 2,095 | 268,705 | 4,579,937 |

  90. Summary Compensation Table

    | (1) Principal positions as of December 31, 2025. On January 1, 2026, Mr. Joyner assumed the additional role of Chair of the Board, and he did not receive any additional compensation in connection with this appointment. Mr. Newman joined the Company on April 21, 2025 and, on May 12, 2025, Mr. Newman became EVP and CFO of CVS Health, replacing Mr. Cowhey, who continued his employment as Strategic Advisor to the President and CEO until June 2, 2025, when his employment was terminated without cause by the Company. Mr. Joyner was not a NEO in 2023. Messrs. Nelson and Newman were not NEOs in 2024 and 2023. | | (2) Amount of salary actually received in any year may differ from the annual base salary amount reported in other sections of this proxy statement due to the timing of payroll periods and the timing of changes in base salary, which typically occur in April or following a promotion or hire during the year. | | (3) Included in this column is the full grant date fair value of all RSU and PSU awards made to each NEO in the applicable year. The grant date fair value of each grant is computed in accordance with Financial Accounting Standards Board Accounting Standards Codification, Compensation – Stock Compensation, Topic 718 (“FASB ASC Topic 718”), excluding forfeiture estimates. The grant date fair values for PSU awards granted in 2025 are based upon the target levels of performance of the performance conditions associated with these PSU awards as of the grant date and is calculated using a Monte Carlo simulation in accordance with FASB ASC Topic 718. Additional details regarding the grants of stock awards can be found in the Grants of Plan-Based Awards table. Each PSU represents one share of our common stock and upon vesting, will settle in shares, if earned, of CVS Health common stock, net of applicable withholding taxes, and subject to a one-year post-vesting holding period. Vesting of the PSU awards granted to the applicable NEOs on April 1, 2025 and May 31, 2025 will occur, if at all, on April 1, 2028, and full vesting generally is subject to continued employment of the applicable NEO through April 1, 2028. In addition, included is the grant date fair value of each applicable NEO’s annual RSU award, which vests in four substantially equal installments beginning on April 1, 2026, other than |

  91. Summary Compensation Table

    | Mr. Newman, who received his RSU award on May 31, 2025, shortly after joining the Company as CFO, and which vests in four substantially equal installments beginning on May 31, 2026. The grant date fair value of the PSU awards granted to the NEOs in 2025, assuming the maximum level of performance conditions associated with these PSUs, is as follows: |

  92. Summary Compensation Table

    | Name | Grant Date | Grant Date Fair Value Assuming Maximum Level of Performance Conditions Achieved(a) ($) | | J. David Joyner | April 1, 2025 | 21,749,930 | | Brian O. Newman | May 31, 2025 | 8,399,944 | | Tilak Mandadi | April 1, 2025 | 8,399,970 | | Steven H. Nelson | April 1, 2025 | 8,699,940 | | Prem S. Shah | April 1, 2025 | 10,799,893 | | Thomas F. Cowhey(b) | April 1, 2025 | 1,099,892 |

  93. Summary Compensation Table

    | (a) The maximum PSU payout for the 2025 PSU awards is 200% of target. | | (b) Reflects the maximum value of pro-rated PSUs retained by Mr. Cowhey upon termination of his employment without cause. Pursuant to the PSU Award Agreement, Mr. Cowhey’s outstanding PSUs may vest on a pro-rated basis through the end of his severance date and will be settled, if earned, on the original vesting date based upon actual performance. |

  94. Summary Compensation Table

    | (4) These amounts represent the grant date fair value of stock option awards granted to each of the applicable NEOs on April 1, 2025, and for Mr. Newman on May 31, 2025, calculated in accordance with FASB ASC Topic 718. The April 1, 2025 options have an exercise price of $67.98 (the closing price of our common stock on April 1, 2025) and the May 31, 2025 options exercise price of $64.04 (the closing price of our common stock on May 30, 2025, the last trading day in May) and will vest in substantially equal installments on the first, second, third and fourth anniversaries of the grant date and expire ten years from the grant date. The option values were calculated using a modified, weighted Black-Scholes Model for pricing options. Refer to our 2025 Annual Report, Notes to Consolidated Financial Statements at Note 13, “Stock Incentive Plans,” for all relevant valuation assumptions used to determine the grant date fair value of these options. Additional details regarding the grants of stock option awards can be found under “2025 RSU and Stock Option Awards” on page 63 and in the Grants of Plan-Based Awards table. Mr. Joyner did not receive a stock option award in 2025. | | (5) The figures shown include amounts earned in 2025 as annual cash incentive awards under the MIP (see pages 54-59). Mr. Cowhey did not receive a 2025 annual cash incentive award pursuant to the terms of the MIP, given his employment was terminated by the Company without cause on June 2, 2025. | | (6) Amounts in this column only reflect pension values and do not include earnings on deferred compensation amounts because such earnings are neither above-market nor preferential. Refer to the “Nonqualified Deferred Compensation” section on page 85 for a discussion of deferred compensation. The amount in the column presents the change in present value of accumulated benefits (“PVAB”) under the Caremark SRP from December 31, 2024 through December 31, 2025 for Mr. Joyner and the Retirement Plan for Employees of Aetna Inc. (“Aetna Pension Plan”) from December 31, 2024 through December 31, 2025 for Mr. Cowhey. See “Pension Benefits” on page 84 for a discussion of pension benefits and the economic assumptions behind the figures in this table. No other NEOs participate in any defined benefit pension plan. |

  95. Summary Compensation Table

    | | Increase/(Decrease) in PVAB, 12/31/2024 - 12/31/2025 | | | Executive | Aetna Pension Plan | Caremark SRP | | J. David Joyner | 0 | 64,644 | | Thomas F. Cowhey | 3,097 | 0 |

  96. Summary Compensation Table

    | (7) Set forth below is additional information regarding the amounts disclosed in the “All Other Compensation” column for 2025. |

  97. Grants of Plan-Based Awards

    Grants of Plan-Based Awards This table reflects awards granted during 2025 to our Named Executive Officers under the 2017 ICP and under the MIP, in the respective amounts listed. The MP&D Committee approved all of the 2025 awards to our NEOs.

  98. Grants of Plan-Based Awards – 2025

    Grants of Plan-Based Awards – 2025

  99. Grants of Plan-Based Awards – 2025

    | | | | | Est. Possible Payouts Under Non- Equity Incentive Plan Awards(2) | | | Est. Future Payouts Under Equity Incentive Plan Awards(3) | | | All Other Stock Awards: Number of Shares of Stock or Units (#) | All Other Option Awards: Number of Securities Underlying Options (#)(4) | | Grant Date Fair Value of Stock and Option Awards ($)(5) | | Name | Award Type | Date of Committee Action(1) | Grant Date | Threshold ($) | Target ($) | Maximum ($) | Threshold (#) | Target (#) | Maximum (#) | | | Exercise or Base Price of Option Awards ($ / Sh)(4) | | | J. David Joyner | Stock Options | — | — | | | | | | | | — | — | — | | | PSUs(6) | 2/6/2025 | 4/1/2025 | | | | 75,132 | 136,603 | 273,206 | | | | 10,874,965 | | | RSUs(7) | 2/6/2025 | 4/1/2025 | | | | | | | 53,324 | | | 3,624,966 | | | Annual Cash | 1/28/2025 | | 1,500,000 | 3,000,000 | 6,000,000 | | | | | | | | | Brian O. Newman | Stock Options(8) | 4/1/2025 | 5/31/2025 | | | | | | | | 94,786 | 64.04 | 1,399,989 | | | PSUs(6) | 4/1/2025 | 5/31/2025 | | | | 30,919 | 56,217 | 112,434 | | | | 4,199,972 | | | RSUs(7) | 4/1/2025 | 5/31/2025 | | | | | | | 21,861 | | | 1,399,978 | | | Annual Cash(9) | 1/28/2025 | | 522,728 | 1,045,455 | 2,090,910 | | | | | | | | | Tilak Mandadi | Stock Options(8) | 2/6/2025 | 4/1/2025 | | | | | | | | 87,336 | 67.98 | 1,399,996 | | | PSUs(6) | 2/6/2025 | 4/1/2025 | | | | 29,016 | 52,757 | 105,514 | | | | 4,199,985 | | | RSUs(7) | 2/6/2025 | 4/1/2025 | | | | | | | 20,594 | | | 1,399,980 | | | Annual Cash | 1/28/2025 | | 750,000 | 1,500,000 | 3,000,000 | | | | | | | | | Steven H. Nelson | Stock Options(8) | 2/6/2025 | 4/1/2025 | | | | | | | | 90,455 | 67.98 | 1,449,994 | | | PSUs(6) | 2/6/2025 | 4/1/2025 | | | | 30,053 | 54,641 | 109,282 | | | | 4,349,970 | | | RSUs(7) | 2/6/2025 | 4/1/2025 | | | | | | | 21,329 | | | 1,449,945 | | | Annual Cash | 1/28/2025 | | 875,000 | 1,750,000 | 3,500,000 | | | | | | | | | Prem S. Shah | Stock Options(8) | 2/6/2025 | 4/1/2025 | | | | | | | | 112,289 | 67.98 | 1,799,993 | | | PSUs(6) | 2/6/2025 | 4/1/2025 | | | | 37,307 | 67,830 | 135,660 | | | | 5,399,946 | | | RSUs(7) | 2/6/2025 | 4/1/2025 | | | | | | | 26,478 | | | 1,799,974 | | | Annual Cash | 1/28/2025 | | 962,500 | 1,925,000 | 3,850,000 | | | | | | | | | Thomas F. Cowhey | Stock Options(8) | 2/6/2025 | 4/1/2025 | | | | | | | | 68,621 | 67.98 | 1,099,995 | | | PSUs(6) | 2/6/2025 | 4/1/2025 | | | | 22,799 | 41,452 | 82,904 | | | | 3,299,994 | | | RSUs(7) | 2/6/2025 | 4/1/2025 | | | | | | | 16,181 | | | 1,099,984 | | | Annual Cash(10) | 1/28/2025 | | — | — | — | | | | | | | |

  100. Grants of Plan-Based Awards – 2025

    | (1) Represents the date the MP&D Committee approved the 2025 grant values for stock options, PSU and RSU awards. Refer to “2025 PSU Awards” and “2025 RSU and Stock Option Awards” on page 63 for a detailed discussion of the annual equity awards granted in 2025. | | (2) Represents the Threshold, Target and Maximum payout levels of target annual cash incentive award granted under the 2025 MIP. Performance below the threshold level results in no payout. See “Annual Cash Incentive” beginning on page 54 for a discussion of the 2025 MIP metrics and payouts based on amounts earned under the MIP in 2025. |

  101. Grants of Plan-Based Awards – 2025

    | (3) Represents the threshold, target and maximum achievement in order to receive a payout for the PSUs granted in 2025. Performance below the threshold results in no payout. Refer to Refer to “2025 PSU Awards” beginning on page 61 for a detailed discussion. The grant date fair value, based on an assumed target level of performance, is included in the “Stock Awards” column of the SCT. | | (4) All stock options were granted with an exercise price equal to the closing price of our common stock on the date of the grant. Included in this column is the full grant date fair value of the options granted on the date of the grant. The values of the stock options were calculated using a modified Black-Scholes Model for pricing options. | | (5) Refer to our 2025 Annual Report, Notes to Consolidated Financial Statements at Note 13, “Stock Incentive Plans” for all relevant valuation assumptions for all grants. Included in this column is the full grant date fair value of: a) the PSUs, RSUs and options granted on April 1, 2025; and b) the PSUs, RSUs and options granted on May 31, 2025. See footnote 4 of the SCT for valuation details. For PSUs, the grant date fair value is based on an assumed target level of performance. | | (6) Represents PSU awards granted under the 2017 ICP in the respective amounts and on the respective dates listed. For the 2025-2027 cycle, these PSU awards are based on the Company’s three-year Adjusted EPS measurement (January 1, 2025 – December 31, 2027) (70%) and a Strategic Scorecard (30%) and will be modified by up to +/- 25% based on CVS Health’s performance as measured by rTSR. The maximum PSU payout for the 2025 PSU awards under “Est. Future Payouts Under Equity Incentive Plan Awards” is capped at 200%, even with the maximum rTSR modifier of +25%. Each vested PSU represents one share of CVS Health common stock and will settle in shares, if earned, of CVS Health common stock, net of taxes, as a result of a determination by the MP&D Committee. The 2025 PSU awards earn dividend equivalents while unvested, that are paid only upon vesting, and have no voting rights while unvested. See the discussion of long-term incentive equity awards under “2025 PSU Awards” beginning on page 61 for a discussion of these awards. Refer to footnote 3 of the SCT beginning on page 77 for a discussion of how the number of vested PSUs will be determined. | | (7) Represents RSU awards granted under the 2017 ICP in the respective amounts and on the respective dates listed. These RSUs vest in four substantially equal installments beginning on the first anniversary of the date of the grant. The 2025 RSU awards earn dividend equivalents while unvested, that are paid only upon vesting, and have no voting rights while unvested. | | (8) Represents stock options granted under the 2017 ICP in the respective amounts and on the respective dates listed. These stock options vest on the first, second, third and fourth anniversaries of the grant date and expire ten years from the grant date. | | (9) Mr. Newman’s 2025 annual target bonus opportunity is lower to reflect his date of hire in April 2025. | | (10) Mr. Cowhey is not eligible for a 2025 annual bonus under the terms of the MIP, given that his employment was terminated by the Company without cause on June 2, 2025. |

  102. Outstanding Equity Awards at Fiscal Year-End

    Outstanding Equity Awards at Fiscal Year-End This table shows information regarding the outstanding equity awards held by each of our Named Executive Officers under the applicable plan that were outstanding as of December 31, 2025. The unearned PSU awards granted in 2025 and 2024 are shown at target performance, with no adjustment for the rTSR modifier performance. The 2023 PSUs are shown at threshold performance (40%) despite an actual payout of 0%, as explained in the footnotes below.

  103. Outstanding Equity Awards at 2025 Year-End

    Outstanding Equity Awards at 2025 Year-End

  104. Outstanding Equity Awards at 2025 Year-End

    | | | Stock Option Awards(1) | | | | Stock Awards | | | | | Name | Grant Date | Number of Securities Underlying Unexercised Options (#) Exercisable | Number of Securities Underlying Unexercised Options (#) Unexercisable | Option Exercise Price ($) | Option Expiration Date | Number of Shares or Units of Stock That Have Not Vested (#) | Market Value of Shares or Units of Stock That Have Not Vested ($)(2) | Equity Incentive Plan Awards: Number of Unearned Shares or Units of Stock that Have Not Vested (#) | Equity Incentive Plan Awards: Market Value of Unearned Shares or Units of Stock that Have Not Vested ($)(2) | | J. David Joyner | 2/28/2023 | | | | | 7,981(8) | 633,372 | | | | | 4/1/2023 | 25,979 | 25,980(3) | 74.31 | 4/1/2033 | 16,548(9) | 1,313,249 | | | | | 4/1/2024 | | | | | 21,210(10) | 1,683,226 | 29,361(13) | 2,330,089 | | | 11/30/2024 | 497,507 | 995,030(4) | 71.82 | 11/30/2031 | | | | | | | 4/1/2025 | | | | | 53,324(10) | 4,231,793 | 136,603(14) | 10,840,814 | | Brian O. Newman | 5/31/2025 | 0 | 94,786(3) | 64.04 | 5/31/2035 | 21,861(10) | 1,734,889 | 56,217(14) | 4,461,381 | | Tilak Mandadi | 4/1/2023 | 48,248 | 48,248(3) | 74.31 | 4/1/2033 | 30,732(9) | 2,438,892 | | | | | 4/1/2024 | 16,980 | 50,940(3) | 79.56 | 4/1/2034 | 12,255(10) | 972,557 | 50,893(13) | 4,038,868 | | | 11/30/2024 | | | | | 33,417(8) | 2,651,973 | | | | | 4/1/2025 | 0 | 87,336(3) | 67.98 | 4/1/2035 | 20,594(10) | 1,634,340 | 52,757(14) | 4,186,796 | | Steven H. Nelson | 11/30/2024 | 41,458 | 82,920(5) | 71.82 | 11/30/2031 | | | | | | | 4/1/2025 | | 90,455(3) | 67.98 | 4/1/2035 | 21,329(10) | 1,692,669 | 54,641(14) | 4,336,310 | | Prem S. Shah | 8/31/2018 | 26,580 | 0(3) | 75.24 | 8/31/2028 | | | | | | | 4/1/2019 | 9,469 | 0(3) | 54.19 | 4/1/2029 | | | | | | | 4/1/2020 | 28,596 | 0(3) | 58.34 | 4/1/2030 | | | | | | | 4/1/2021 | 28,723 | 0(3) | 74.30 | 4/1/2031 | | | | | | | 4/1/2022 | 31,185 | 10,395(3) | 101.09 | 4/1/2032 | | | | | | | 4/1/2023 | 44,536 | 44,537(3) | 74.31 | 4/1/2033 | 28,368(9) | 2,251,284 | | | | | 4/1/2024 | 15,673 | 47,022(3) | 79.56 | 4/1/2034 | 11,312(10) | 897,720 | 46,978(13) | 3,728,174 | | | 11/30/2024 | 248,753 | 497,515(5) | 71.82 | 11/30/2031 | | | | | | | 4/1/2025 | 0 | 112,289(3) | 67.98 | 4/1/2035 | 26,478(10) | 2,101,294 | 67,830(14) | 5,382,989 | | Thomas F. Cowhey(6) | 4/1/2022 | 15,592 | 5,198(7) | 101.09 | 2/28/2027 | 2,396(10) | 190,147 | | | | | 4/1/2023 | 16,700 | 8,351(7) | 74.31 | 2/28/2027 | 7,739(11) | 614,167 | | | | | 11/30/2023 | | | | | 7,108(12) | 564,091 | | | | | 4/1/2024 | 15,673 | 15,674(7) | 79.56 | 2/28/2027 | 3,640(10) | 288,870 | 23,489(13) | 1,864,087 | | | 4/1/2025 | 0 | 17,155(7) | 67.98 | 2/28/2027 | 3,896(10) | 309,187 | 6,908(14) | 548,219 |

  105. Outstanding Equity Awards at 2025 Year-End

    | (1) The Company had no equity incentive plan awards that were securities underlying unexercised, unearned options at fiscal year-end, so that column is intentionally omitted from this table. | | (2) The value of the RSUs and PSUs is based on a price of $79.36 per share, which was the closing price of the Company’s common stock on December 31, 2025, the last trading day of the Company’s fiscal year. Each vested RSU and PSU represents one share of the Company’s common stock and if vested (and if earned for PSUs) will settle in shares of Company common stock, net of taxes. | | (3) These stock options vest in one-quarter increments on each of the first, second, third and fourth anniversaries of the grant date and expire ten years from the date of the grant. |

  106. Outstanding Equity Awards at 2025 Year-End

    | (4) These premium-priced stock options and premium-priced SARs both vest in one-third increments on each of the first, second and third anniversaries of the grant date and expire seven years from the date of the grant. | | (5) These premium-priced stock options vest in one-third increments on each of the first, second and third anniversaries of the grant date and expire seven years from the date of the grant. | | (6) Mr. Cowhey’s employment was terminated by the Company without cause on June 2, 2025, and accordingly, Mr. Cowhey’s stock options, RSUs and PSUs are administered in accordance with the terms and conditions of the applicable plan and equity agreements’ termination of employment provisions, under which the stock options, RSUs and PSUs were granted. See “Payment/ (Forfeitures) Under Termination Scenarios” on page 91 for details. | | (7) These stock options vest in one-quarter increments on each of the first, second, third and fourth anniversaries of the grant date and expire pursuant to the standard termination of employment provisions of the award agreements. | | (8) RSUs vest in one-third increments on the first, second and third anniversary of the grant date. | | (9) Represents PSUs granted on April 1, 2023 that were eligible to have vested on April 1, 2026 and depended upon the attainment of specified performance goals over a period beginning on January 1, 2023 and ending on December 31, 2025. Pursuant to SEC requirements, the number of PSUs reported is based on achievement of threshold performance levels, with no rTSR modifier. However, following the end of the performance and vesting period, these PSUs were forfeited and cancelled due to the failure of the Company to achieve threshold performance and the calculated performance of the 2023 PSUs was 0% (with no rTSR modifier). Please see “Prior PSU Performance Programs” beginning on page 64 for a discussion of the MP&D Committee’s determination that the Company did not attain the applicable performance metrics. | | (10) Represents RSUs that vest in substantially equal installments on the first, second, third and fourth anniversaries of the grant date. | | (11) Represents a) 1,830 RSUs that vest on April 1, 2026 and that continue to vest during Mr. Cowhey’s severance period and b) 5,909 PSUs granted to Mr. Cowhey on April 1, 2023 that were eligible to vest on April 1, 2026 and depended upon the attainment of specified performance goals over a period beginning on January 1, 2023 and ending on December 31, 2025. Pursuant to SEC requirements, the number of PSUs reported is based on achievement of threshold performance levels, although actual performance level was 0%, see Note 9, above for details. | | (12) Represents RSUs that cliff vest on the third anniversary of the grant date. | | (13) Represents PSU awards granted on April 1, 2024, which may vest on April 1, 2027 subject to achievement of performance conditions. The performance period for these PSUs is January 1, 2024 to December 31, 2026. PSUs are disclosed assuming a target level of performance. | | (14) Represents PSU awards granted on April 1, 2025, or in the case of Mr. Newman, granted on May 31, 2025 shortly after he joined the Company, which may vest on April 1, 2028 subject to achievement of performance conditions. The performance period for these PSUs is January 1, 2025 to December 31, 2027. PSUs are disclosed assuming a target level of performance. |

  107. Option Exercises and Stock Vested

    Option Exercises and Stock Vested The table below reflects information for the fiscal year ended December 31, 2025 concerning options exercised and the vesting of previously granted RSUs and PSUs(1) and non-transferable shares for each of the NEOs specified in the table. The value of the shares acquired upon exercise of the options and the shares represented by the vesting of RSUs and PSUs is based on the closing price of our common stock on the date of exercise and the date of vesting, respectively.

  108. Option Exercises and Stock Vested – 2025

    Option Exercises and Stock Vested – 2025

  109. Option Exercises and Stock Vested – 2025

    | | Option Awards | | Stock Awards(1) | | | Name | Number of Shares Acquired on Exercise (#) | Value Realized on Exercise ($) | Number of Shares Acquired on Vesting (#) | Value Realized on Vesting ($) | | J. David Joyner | 0 | 0 | 15,050 | 1,005,064 | | Brian O. Newman | 0 | 0 | | 0 | | Tilak Mandadi | 0 | 0 | 54,075 | 4,054,937 | | Steven H. Nelson | 0 | 0 | 0 | 0 | | Prem S. Shah | 846 | 3,756 | 25,745 | 1,855,489 | | Thomas F. Cowhey | 0 | 0 | 27,432 | 1,821,216 |

  110. Option Exercises and Stock Vested – 2025

    | (1) No PSUs vested in 2025 as the PSUs granted in 2022 did not meet the performance threshold. |

  111. Pension Benefits

    Pension Benefits Caremark Rx, Inc. maintained the Caremark SRP, a supplemental non-qualified benefit plan that provided certain executive officers of Caremark with monthly benefits upon retirement, disability or a change in control of Caremark (each, as defined for purposes of the Caremark SRP). Mr. Joyner is a participant in the Caremark SRP and, like all participants, was vested as of the change in control date when Caremark Rx, Inc. was acquired by the Company in 2007. The benefit generally payable under the Caremark SRP to participants, including Mr. Joyner, is equal to the product of (1) 2.5% of the average annual base salary paid to a participant over the 36-month period preceding the participant’s retirement date and (2) the participant’s years of service, up to a maximum of 20 years of service. The Caremark SRP provides that a participant would continue to accrue years of service following completion of a change in control (the merger in 2007). Mr. Joyner’s benefit is calculated as of his original retirement date from the Company. Aetna Inc. maintained a tax-qualified frozen defined benefit pension plan, the Aetna Pension Plan, at the time it was acquired by the Company in 2018. Mr. Cowhey was a participant in the Aetna Pension Plan from 2007 until it was frozen in 2010 and he has a deferred vested benefit under the Aetna Pension Plan that has continued to accrue interest. No other NEOs participate in any defined benefit pension plan. The following table sets forth information concerning the present value of Mr. Joyner and Mr. Cowhey’s accumulated benefits under the Caremark SRP and the Aetna Pension Plan, respectively. The present values shown below were determined based on Mr. Joyner and Mr. Cowhey’s accrued benefit as of December 31, 2025, the discount rates that the Caremark SRP and the Aetna Pension Plan used for its 2025 year-end pension disclosures and assumes Mr. Cowhey’s employment to age 65, without regard to Mr. Cowhey’s termination of employment prior to attaining age 65.

  112. Pension Benefits

    | Name | Plan Name | Number of Years Credited Service (#)(1) | Present Value of Accumulated Benefit ($)(2) | Payments During Last Fiscal Year ($) | | J. David Joyner | Caremark Rx, Inc. Special Retirement Plan | 20.0 | 2,477,793 | 0 | | Brian O. Newman | N/A | N/A | N/A | N/A | | Tilak Mandadi | N/A | N/A | N/A | N/A | | Steven H. Nelson | N/A | N/A | N/A | N/A | | Prem S. Shah | N/A | N/A | N/A | N/A | | Thomas F. Cowhey | Retirement Plan for Employees of Aetna Inc. | 3.8 | 28,592 | 0 |

  113. Pension Benefits

    | (1) Mr. Cowhey’s credited years of service is limited to the time from his hire at Aetna in March 2007 to December 31, 2010, when the Aetna Pension Plan was frozen, so the years of credited service do not increase even though his actual term of service was longer at Aetna (11 years) and then at CVS Health (3.5 years). Mr. Joyner’s total service at Caremark was approximately 27 years when he left the Company in 2020, but the Caremark SRP capped service at 20 years. He has additional service from the date he rejoined the Company in January 2023, which does not affect the Caremark SRP years of service. | | (2) Refer to pages 146-151 of the 2025 Annual Report for a discussion of the valuation methods used to calculate the amounts in this column. In calculating the present value of the accumulated benefit under the Caremark SRP and the Aetna Pension Plan, the following economic assumptions were used: |

  114. Pension Benefits

    | | Caremark SRP | Aetna Pension Plan | | Discount Rate | 4.72% | 5.33% | | Future Cash Balance Interest Rate | N/A | 4.84% | | 5-Year Average Cost of Living Adjustment | N/A | 2.30% |

  115. Nonqualified Deferred Compensation

    Nonqualified Deferred Compensation Executive officers and select members of management may participate in the DCP and the DSP. The DCP allows participants to defer payment of a portion of their salary and a portion of their annual cash incentive to facilitate their personal retirement or financial planning. For participants in the DCP, we provide a maximum match of up to 5% of the eligible compensation (base+bonus) that exceeds the IRS earnings limit that applies to 401(k) plans after completion of one year of service. The investment crediting options for the DCP mirror those offered for the 401(k) Plan. Each year, the amount of a participant’s deferred compensation account increases or decreases based on the appreciation and/or depreciation in the value of the investment crediting alternatives selected by the participant. There are no vesting requirements on deferred compensation accounts, including on the Company matching contributions. Under the DSP, participants may elect to defer settlement of RSUs and PSUs beyond the scheduled vesting date. Following vesting, dividends are reinvested during the deferral period. The amounts shown in the table below for “Cash” and “Stock” were deferred pursuant to the DCP and the DSP, respectively.

  116. Nonqualified Deferred Compensation – 2025

    Nonqualified Deferred Compensation – 2025

  117. Nonqualified Deferred Compensation – 2025

    | Name | Type | Executive Contributions in Last FY ($) | Registrant Contributions in Last FY ($)(1) | Aggregate Earnings in Last FY ($)(2) | Aggregate Withdrawals/ Distributions ($)(3) | Aggregate Balance at Last FYE ($)(4) | | J. David Joyner | Cash | 75,000 | 57,500 | 20,443 | — | 264,971 | | | Stock | — | — | — | — | — | | Brain O. Newman | Cash | — | — | — | — | — | | | Stock | — | — | — | — | — | | Tilak Mandadi | Cash | 67,490 | 61,650 | 51,719 | — | 473,977 | | | Stock | — | — | — | — | — | | Steven H. Nelson | Cash | 40,000 | 40,000 | 634 | — | 80,634 | | | Stock | — | — | — | — | — | | Prem S. Shah | Cash | 165,000 | 37,500 | 991,121 | (244,030) | 2,814,829 | | | Stock | — | — | 130,893 | — | 286,585 | | Thomas F. Cowhey | Cash | 85,267 | — | 44,473 | (309,444) | — | | | Stock | — | — | — | — | — |

  118. Nonqualified Deferred Compensation – 2025

    | (1) All amounts shown are also disclosed in the SCT under All Other Compensation and reflect amounts credited and/or earned in 2025. | | (2) All earnings shown on the Stock line are attributable to dividend equivalents credited as additional deferred RSUs and the change in our common stock price since December 31, 2024. No amounts reported in this column are reported as compensation in the SCT. | | (3) All amounts reported are distributions of cash dividend equivalent payments from the DSP. | | (4) The following amounts included in this column have been previously reported as compensation to the NEOs in the SCTs of our prior proxy statements: |

  119. Nonqualified Deferred Compensation – 2025

    | | Cash | Stock | | Mr. Joyner | $110,242 | — | | Mr. Newman | — | — | | Mr. Mandadi | 274,760 | — | | Mr. Nelson | — | — | | Mr. Shah | 1,752,442 | 180,160 | | Mr. Cowhey | — | — |

  120. Benefits and Payments upon Termination without Cause or Constructive Termination without Cause Prior to a CIC

    Benefits and Payments upon Termination without Cause or Constructive Termination without Cause Prior to a CIC The Severance Plan, which covers executives, including the continuing NEOs, was approved by the MP&D Committee as described under “Other Compensation Arrangements and Benefits” beginning on page 66. With respect to each of the continuing NEOs, in the event of a termination without Cause or constructive termination prior to a CIC, pursuant to an RCA and the Severance Plan, the continuing NEOs would be eligible to receive up to 18 months of base salary as severance, paid in equal semi-monthly installments, as well as COBRA and outplacement benefits, provided that he executes a separation agreement with the Company and complies with post-employment restrictive covenants. In the event of termination without cause or constructive termination without cause prior to a CIC, NEOs are eligible to receive a discretionary cash incentive award pursuant to the MIP. In the event of a continuing NEO’s termination without Cause or constructive termination prior to a CIC, outstanding equity awards held by the continuing NEOs would be treated as follows:

  121. Benefits and Payments upon Termination without Cause or Constructive Termination without Cause Prior to a CIC

    | • | For Messrs. Newman, Mandadi, Nelson, Shah and Cowhey, unvested stock options would continue to vest through the end of the severance period, as they are not currently retirement eligible, with the exception of Messrs. Nelson and Shah’s premium-priced stock options. For Mr. Joyner’s 2023 and 2024 annual stock options, he would be entitled to Qualified Retirement treatment under the terms of the awards. For Mr. Joyner’s 2024 premium-priced option and SAR award, he would not be entitled to continued vesting during the severance period and the unvested portion of the award would be forfeited, pursuant to the terms of the equity award agreement. | | • | If the NEO is entitled to severance, unvested RSUs will continue to vest during the applicable severance period, and be settled in accordance with the original schedule. | | • | If the NEO is entitled to severance, PSUs would vest on a pro-rata basis as of the NEO’s termination of employment date, and be settled based on actual performance through the end of the relevant performance period. |

  122. Benefits and Payments upon Termination without Cause or Constructive Termination without Cause After a CIC

    Benefits and Payments upon Termination without Cause or Constructive Termination without Cause After a CIC As described above, the Severance Plan provides that for each of the continuing NEOs, in the event of a termination without Cause or constructive termination after a CIC would be eligible to receive up to 18 months of base salary as severance, paid in equal semi-monthly installments, as well as COBRA and outplacement benefits, provided that he executes a separation agreement with the Company and complies with post-employment restrictive covenants. The CIC Agreements with the continuing NEOs provide that upon a CIC and subsequent qualifying termination of employment, all outstanding unvested stock options will vest in full and restrictions will lapse on all RSUs and PSUs (at actual performance). In addition, each continuing NEO would receive a lump sum cash severance payment equal to 1.5 times annual base salary, 1.5 times the then-current annual cash incentive at target and a pro-rated cash incentive bonus at target for the year of termination. Each continuing NEO would continue to participate in the Company’s medical, health and life insurance plans at the same level as in effect prior to termination for up to 18 months (or receive cash payments in lieu thereof). Under their CIC Agreements, any severance benefits would be reduced to avoid the excise tax under Section 280G of the Code if that would give the NEO a better after-tax result. With respect to the tables below for all continuing NEOs:

  123. Benefits and Payments upon Termination without Cause or Constructive Termination without Cause After a CIC

    | • | The value of options and SARs is determined by multiplying the number of unvested options outstanding as of December 31, 2025 by the difference between the exercise price and $79.36, the closing price of our common stock on December 31, 2025. Generally, the option and SAR grant agreements provide for the following post-termination exercise periods, but in no case will the post-termination exercise period be longer than the original option or SAR term: |

  124. Benefits and Payments upon Termination without Cause or Constructive Termination without Cause After a CIC

    | » | In the case of death, for up to one year or as of the expiration date if earlier; | | » | In the case of constructive termination without cause prior to a CIC, during the severance period and for 90 days thereafter; | | » | In the case of constructive termination without cause within two years after a CIC, during the remainder of the option term; | | » | In the case of a voluntary termination, awards include a 90-day post-termination option exercise period; | | » | In the case of termination for cause, generally there is no post-termination exercise period; and | | » | In the case of Qualified Retirement, during a three-year post-termination exercise period. |

  125. Benefits and Payments upon Termination without Cause or Constructive Termination without Cause After a CIC

    | • | The value of RSUs is determined by multiplying the number of unvested RSUs as of December 31, 2025 by $79.36, the closing price of our common stock on December 31, 2025. | | • | The value of unvested PSUs assumes (a) no pro-ration for the 2023 PSUs, pro-rated amounts for the outstanding 2024 PSUs (two-thirds) and 2025 PSUs (one-third); (b) a share price of $79.36, the closing price of our common stock on December 31, 2025; (c) all outstanding performance cycles are achieved and calculated at target; and (d) no adjustment for the applicable rTSR modifier for the 2023, 2024 and 2025 PSUs. The value of the 2023 PSUs is reported at target performance with no rTSR modifier. However, following the end of the performance and vesting period, these PSUs were forfeited and cancelled due to the Company not achieving the threshold performance. |

  126. Benefits and Payments upon Termination without Cause or Constructive Termination without Cause After a CIC

    | J. David Joyner | Death ($) | Termination for Cause ($) | Qualified Retirement(1) or Voluntary Termination ($) | Termination without Cause or Constructive Termination without Cause Prior to CIC or Good Reason ($) | Termination without Cause or Constructive Termination without Cause After CIC ($) | | Cash Severance Value | | | | | | | Base Salary | 0 | 0 | 0 | 2,250,000 | 2,250,000 | | Bonus(2) | —(3) | 0 | 0(3) | —(3) | 7,500,000 | | Vesting (Forfeiture) of Equity | | | | | | | Value of Options/SARs(4) | 7,633,725 | (7,633,725) | 131,199 | 3,882,402 | 7,633,725 | | Value of RSUs | 6,548,390 | (6,548,390) | 1,001,364 | 3,871,419 | 6,548,390 | | Value of PSUs | 16,454,106 | (16,454,106) | 4,836,595 | 8,450,173 | 16,454,106 | | Benefits and Other(5) | | | | | | | Health Insurance | 0 | 0 | 0 | 25,949 | 25,949 | | Total | 30,636,221 | (30,636,221) | 5,969,158 | 18,479,943 | 40,412,170 |

  127. Benefits and Payments upon Termination without Cause or Constructive Termination without Cause After a CIC

    | (1) Based on his tenure with the Company as of December 31, 2025, Mr. Joyner is not eligible for Qualified Retirement treatment under the Company’s MIP; he is eligible for Qualified Retirement under the 2023 and 2024 annual equity grants (excluding his promotional award granted in 2024) but not the 2025 annual equity grants based on the terms of the equity award agreements. | | (2) Represents annual incentive cash bonus amount at target, calculated using Mr. Joyner’s base salary for the year ending December 31, 2025 and the applicable multiplier described above with no pro-ration. | | (3) Eligibility for annual cash bonus award in each scenario is governed by the MIP and subject to the Company’s discretion and approval by the MP&D Committee. | | (4) Represents value of both stock options and SARs. | | (5) May include benefits associated with outplacement services should they be utilized. |

  128. Benefits and Payments upon Termination without Cause or Constructive Termination without Cause After a CIC

    | Brian O. Newman | Death ($) | Termination for Cause ($) | Qualified Retirement(1) or Voluntary Termination ($) | Termination without Cause or Constructive Termination without Cause Prior to CIC ($) | Termination without Cause or Constructive Termination without Cause After CIC ($) | | Cash Severance Value | | | | | | | Base Salary | 0 | 0 | 0 | 1,500,000 | 1,500,000 | | Bonus(2) | —(3) | 0 | 0(3) | —(3) | 3,750,000 | | Vesting (Forfeiture) of Equity | | | | | | | Value of Options | 1,452,122 | (1,452,122) | 0 | 726,045 | 1,452,122 | | Value of RSUs | 1,734,889 | (1,734,889) | 0 | 867,405 | 1,734,889 | | Value of PSUs | 4,461,381 | (4,461,381) | 0 | 1,115,325 | 4,461,381 | | Benefits and Other(4) | | | | | | | Health Insurance | 0 | 0 | 0 | 19,854 | 19,854 | | Total | 7,648,392 | (7,648,392) | 0 | 4,228,629 | 12,918,246 |

  129. Benefits and Payments upon Termination without Cause or Constructive Termination without Cause After a CIC

    | (1) Based on his age and tenure with the Company as of December 31, 2025, Mr. Newman is not eligible for Qualified Retirement treatment under the Company’s equity program and MIP. | | (2) Represents annual incentive cash bonus amount at target, calculated using Mr. Newman’s base salary for the year ending December 31, 2025, and the applicable multiplier described above. | | (3) Eligibility for annual cash bonus award in each scenario is governed by the MIP and subject to the Company’s discretion and approval by the MP&D Committee. | | (4) May include benefits associated with outplacement services should they be utilized. |

  130. Benefits and Payments upon Termination without Cause or Constructive Termination without Cause After a CIC

    | Tilak Mandadi | Death ($) | Termination for Cause ($) | Qualified Retirement(1) or Voluntary Termination ($) | Termination without Cause or Constructive Termination without Cause Prior to CIC ($) | Termination without Cause or Constructive Termination without Cause After CIC ($) | | Cash Severance Value | | | | | | | Base Salary | 0 | 0 | 0 | 1,500,000 | 1,500,000 | | Bonus(2) | —(3) | 0 | 0(3) | —(3) | 3,750,000 | | Vesting (Forfeiture) of Equity | | | | | | | Value of Options | 1,237,536 | (1,237,536) | 0 | 740,594 | 1,237,536 | | Value of RSUs | 5,258,870 | (5,258,870) | 0 | 1,465,462 | 5,258,870 | | Value of PSUs | 14,323,052 | (14,323,052) | 0 | 10,185,459 | 14,323,052 | | Benefits and Other(4) | | | | | | | Health Insurance | 0 | 0 | 0 | 14,996 | 14,996 | | Total | 20,819,458 | (20,819,458) | 0 | 13,906,511 | 26,084,454 |

  131. Benefits and Payments upon Termination without Cause or Constructive Termination without Cause After a CIC

    | (1) Based on his tenure with the Company as of December 31, 2025, Mr. Mandadi is not eligible for Qualified Retirement treatment under the Company’s equity program and MIP. | | (2) Represents annual incentive cash bonus amount at target, calculated using Mr. Mandadi’s base salary for the year ending December 31, 2025 and the applicable multiplier described above. | | (3) Eligibility for annual cash bonus award in each scenario is governed by the MIP and subject to the Company’s discretion and approval by the MP&D Committee. | | (4) May include benefits associated with outplacement services should they be utilized. |

  132. Benefits and Payments upon Termination without Cause or Constructive Termination without Cause After a CIC

    | Steven H. Nelson | Death ($) | Termination for Cause ($) | Qualified Retirement(1) or Voluntary Termination ($) | Termination without Cause or Constructive Termination without Cause Prior to CIC ($) | Termination without Cause or Constructive Termination without Cause After CIC ($) | | Cash Severance Value | | | | | | | Base Salary | 0 | 0 | 0 | 1,500,000 | 1,500,000 | | Bonus(2) | —(3) | 0 | 0(3) | —(3) | 4,375,000 | | Vesting (Forfeiture) of Equity | | | | | | | Value of Options | 1,654,595 | (1,654,595) | 0 | 514,683 | 1,654,595 | | Value of RSUs | 1,692,669 | (1,692,669) | 0 | 846,295 | 1,692,669 | | Value of PSUs | 4,336,310 | (4,336,310) | 0 | 1,445,384 | 4,336,310 | | Benefits and Other(4) | | | | | | | Health Insurance | 0 | 0 | 0 | 21,009 | 21,009 | | Total | 7,683,574 | (7,683,574) | 0 | 4,327,371 | 13,579,583 |

  133. Benefits and Payments upon Termination without Cause or Constructive Termination without Cause After a CIC

    | (1) Based on his tenure with the Company as of December 31, 2025, Mr. Nelson is not eligible for Qualified Retirement treatment under the Company’s equity program and MIP. | | (2) Represents annual incentive cash bonus amount at target, calculated using Mr. Nelson’s base salary for the year ending December 31, 2025 and the applicable multiplier described above. | | (3) Eligibility for annual cash bonus award in each scenario is governed by the MIP and subject to the Company’s discretion and approval by the MP&D Committee. | | (4) May include benefits associated with outplacement services should they be utilized. |

  134. Benefits and Payments upon Termination without Cause or Constructive Termination without Cause After a CIC

    | Prem S. Shah | Death ($) | Termination for Cause ($) | Qualified Retirement(1) or Voluntary Termination ($) | Termination without Cause or Constructive Termination without Cause Prior to CIC ($) | Termination without Cause or Constructive Termination without Cause After CIC ($) | | Cash Severance Value | | | | | | | Base Salary | 0 | 0 | 0 | 1,650,000 | 1,650,000 | | Bonus(2) | —(3) | 0 | 0(3) | —(3) | 4,812,500 | | Vesting (Forfeiture) of Equity | | | | | | | Value of Options | 5,254,024 | (5,254,024) | 0 | 863,831 | 5,254,024 | | Value of RSUs | 2,999,014 | (2,999,014) | 0 | 1,649,021 | 2,999,014 | | Value of PSUs | 14,739,453 | (14,739,453) | 0 | 9,908,017 | 14,739,453 | | Benefits and Other(4) | | | | | | | Health Insurance | 0 | 0 | 0 | 37,874 | 37,874 | | Total | 22,992,491 | (22,992,491) | 0 | 14,108,743 | 29,492,865 |

  135. Benefits and Payments upon Termination without Cause or Constructive Termination without Cause After a CIC

    | (1) Based on his age as of December 31, 2025, Mr. Shah is not eligible for Qualified Retirement treatment under the Company’s equity program and MIP. | | (2) Represents annual incentive cash bonus amount at target, calculated using Mr. Shah’s base salary for the year ending December 31, 2025 and the applicable multiplier described above, with no pro-ration. | | (3) Eligibility for annual cash bonus award in each scenario is governed by the MIP and subject to the Company’s discretion and approval by the MP&D Committee. | | (4) May include benefits associated with outplacement services should they be utilized. |

  136. Benefits and Payments upon Termination without Cause or Constructive Termination without Cause After a CIC

    The following table reflects payments and benefits due to Mr. Cowhey upon his termination from the Company on June 2, 2025. The table below reflects the payments he will receive under the terms of the Company’s severance agreement and the terms of his equity award agreements pursuant to the 2017 ICP for previously granted awards. The equity awards have been valued at the closing stock price on December 31, 2025. The following table also reflects additional payments and benefits that have been made to Mr. Cowhey upon his departure from the Company and estimates of certain amounts that may be payable to Mr. Cowhey in the future, subject to his ongoing compliance with the terms of his CIC, RCA, severance and equity award agreements. Mr. Cowhey’s stock options, RSUs and PSUs are treated in accordance with the equity award agreements.

  137. Benefits and Payments upon Termination without Cause or Constructive Termination without Cause After a CIC

    | Thomas F. Cowhey | Termination without Cause ($) | | Cash Severance Value | | | Base Salary Continuation | 1,500,000 | | Bonus(1) | 0 | | Vesting (Forfeiture) of Equity | | | Value of Options(2) | 237,396 | | Value of RSUs(2) | 1,497,523 | | Value of PSUs(2) | 3,584,771 | | Benefits and Other(3) | | | Health Insurance | 0 | | Total | 6,819,690 |

  138. Benefits and Payments upon Termination without Cause or Constructive Termination without Cause After a CIC

    | (1) Mr. Cowhey is not eligible for a 2025 annual incentive cash bonus pursuant to the MIP given that his employment was terminated by the Company without cause on June 2, 2025. | | (2) Based on Mr. Cowhey’s age and tenure with the Company at the time of his termination, he was not eligible for Qualified Retirement treatment under the Company’s equity program. | | (3) Mr. Cowhey did not elect to receive COBRA benefits or outplacement services. |

  139. CEO Pay Ratio

    CEO Pay Ratio At CVS Health, our ambition is to be America’s most trusted health care company, by delivering on our purpose to simplify health care, one person, one family and one community at a time. In the pursuit of this ambition, we devote significant time and attention to the attraction, development, and retention of talent to deliver high levels of service to our customers. Our commitment to our colleagues includes a competitive rewards package and programs that support our diverse range of colleagues in rewarding and fulfilling careers. We believe engaged colleagues produce stronger business results and are more likely to build a career with the Company. Each year we conduct engagement surveys that provide colleagues with an opportunity to share their opinions and experiences with respect to their role, their team, and the enterprise to help the Board and management identify areas where we can improve colleague experience. These surveys cover a broad range of topics including development and opportunities, recognition, performance, belonging, well-being, compliance, and continuous improvement. In 2025, we conducted engagement surveys in both April and September. More than 200,000 colleagues participated in each survey and overall engagement results improved across surveys. We strive to invest in our colleagues at all levels of the Company by rewarding performance that balances risk and reward. We recognize how vital our colleagues are to our success and strive to offer comprehensive and competitive wages and benefits to meet the varying needs of our colleagues and their families. The benefits and programs include annual bonuses, 401(k) plans, stock awards, an employee stock purchase plan, health care and insurance benefits, paid time off, flexible work schedules, family leave, dependent care resources, colleague assistance programs and tuition assistance, among many others, depending on eligibility. As required by current SEC rules, we are disclosing the ratio of compensation of Mr. Joyner, our CEO who served in that position on December 31, 2025, to that of the employee whose annual compensation is the median of all our employees. For 2025, we used the same median employee identified in 2024, a full-time employee, as there were no changes in our employee population or compensation programs that we believe would materially affect the pay-ratio disclosure. We identified the median employee in 2024 by ranking the total compensation based on W-2 information for all employees, excluding the CEO, who were employed by the Company on December 31, 2024. As of December 31, 2024, we employed over 300,000 employees, which included approximately 73% of whom were full-time employees, and which included many part-time, temporary and seasonal workers. Adjustments were made to annualize the compensation of full-time and part-time employees who were not employed by the Company for the entire 2024 calendar year. We did not apply any cost-of-living adjustments as part of the calculation in determining the median employee. As permitted under the SEC’s de minimis exemption, we excluded 189 employees located outside the United States, representing less than 5% of our total workforce as of December 31, 2025 (over 300,000 employees). These exclusions consisted of employees in Ireland (165), Spain (15), Canada (8), and Bermuda (1). Consistent with our historical methodology, we also excluded employees who joined CVS Health through acquisitions completed during 2025. The annual total compensation of the median employee for 2025 was $63,262, calculated in accordance with the rules applicable to the SCT, which begins on page 77 of this proxy statement. The annual compensation for our median employee includes all elements of compensation that are disclosable in the SCT, which for our median employee is the Company-paid portion of health benefits and Company contributions to the 401(k) Plan. Mr. Joyner’s annual compensation was $21,232,392, which is $18,308 higher than the amount shown in our SCT because of the inclusion of Company-paid medical benefits, which is not reflected in the SCT in accordance with SEC rules.

  140. CEO Pay Ratio

    CEO Pay Ratio The ratio of Mr. Joyner’s annual compensation to that of our median employee for 2025 is 336-to-1. Given the different methodologies that various public companies use to determine their estimates of pay ratio, including different methodologies, exclusions, estimates, and assumptions allowed under SEC rules, and different employment and compensation practices among companies, the ratio reported above should not be used as a basis for comparison between CVS Health and other companies.

  141. Pay Versus Performance

    Pay Versus Performance As required by Section 953(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010, and Item 402(v) of Regulation S-K, we are providing the following information regarding the relationship between compensation actually paid (“CAP”) to our principal executive officer (“PEO”) and Non-PEO NEOs and certain financial performance measures of the Company for the fiscal years listed below. The data included in the CAP columns does not reflect the actual amount of compensation earned or paid to our NEOs during the applicable fiscal year and it is reported solely pursuant to SEC rules. The CAP amount also does not represent amounts that have actually been earned or realized, including in respect of PSUs, RSUs and stock options. Performance conditions for many of these equity awards have either not yet been satisfied or applicable performance information is not yet available. To this end, information in the table may not reflect whether compensation actually realized is aligned with performance. The MP&D Committee did not consider the pay versus performance disclosure below in making its pay decisions for any of the years shown. For additional information about our performance-based pay philosophy and how we align executive compensation with CVS Health’s performance, refer to the CD&A beginning on page 44.

  142. Pay Versus Performance

    | | SCT Total | SCT Total | SCT Total | Compensation Actually | Compensation Actually | Compensation Actually | Average Summary Compensation Table Total | Average Compensation Actually Paid | Value of Initial Fixed $100 Investment based on:(5) | | | | | Year | for First PEO(1),(2) ($) | for Second PEO(1),(2) ($) | for Third PEO(1),(2) ($) | Paid to First PEO(1),(2),(3),(4) ($) | Paid to Second PEO(1),(2),(3) ($) | Paid to Third PEO(1),(2),(3) ($) | for Non-PEO NEOs(1),(2) ($) | to Non-PEO NEOs(1),(2),(3),(4) ($) | TSR ($) | Peer Group TSR ($) | Net Income ($ Millions) | Adj. EPS ($)(6) | | (a) | (b) | (b) | (b) | (c) | (c) | (c) | (d) | (e) | (f) | (g) | (h) | (i) | | 2025 | 21,214,084 | — | — | 50,482,415 | — | — | 10,415,936 | 17,306,803 | 136.61 | 148.36 | 1,728 | 6.75 | | 2024 | 17,808,792 | 23,431,466 | — | 4,812,998 | (15,063,925) | — | 9,780,578 | 491,313 | 74.14 | 129.46 | 4,586 | 5.42 | | 2023 | — | 21,615,034 | — | — | 7,497,241 | — | 9,284,957 | 7,685,990 | 125.14 | 126.21 | 8,368 | 8.74 | | 2022 | — | 21,317,055 | — | — | 23,768,152 | — | 12,155,385 | 11,816,298 | 143.08 | 123.67 | 4,327 | 9.03 | | 2021 | — | 20,388,412 | 3,784,072 | — | 66,324,077 | 52,818,429 | 11,876,865 | 38,197,569 | 154.87 | 126.13 | 7,989 | 8.34 |

  143. Pay Versus Performance

    | (1) First PEO refers to J. David Joyner, our current PEO, who became our PEO on October 17, 2024. Second PEO refers to Karen S. Lynch who was our PEO during the period from February 1, 2021 to October 17, 2024. Third PEO refers to Larry J. Merlo who was our PEO during the relevant period from January 1, 2021 to January 31, 2021. The individuals comprising the Non-PEO NEOs for each year presented are listed below. |

  144. Pay Versus Performance

    | 2025 | 2024 | 2023 | 2022 | 2021 | | Thomas F. Cowhey | Thomas F. Cowhey | Thomas F. Cowhey | Shawn M. Guertin | Shawn M. Guertin | | Tilak Mandadi | Heidi B. Capozzi | Samrat S. Khichi | Alan M. Lotvin | Troyen A. Brennan | | Steven Nelson | Tilak Mandadi | Tilak Mandadi | Tilak Mandadi | Alan M. Lotvin | | Brian Newman | Prem S. Shah | Prem S. Shah | Prem S. Shah | Jonathan C. Roberts | | Prem S. Shah | | Shawn M. Guertin | | Eva C. Boratto |

  145. Pay Versus Performance

    | (2) The amounts reported in each of the columns (b) are the amounts of total compensation reported for the PEOs for each corresponding year in the “Total” column of the SCT. The amounts reported in column (d) represent the average of the amounts of total compensation reported for our non-PEO NEOs, as a group, for each corresponding year in the “Total” column of the SCT. |

  146. Pay Versus Performance

    | (3) The amounts shown for Compensation Actually Paid have been calculated in accordance with Item 402(v) of Regulation S-K and do not reflect compensation actually earned, realized, or received by the Company’s NEOs. These amounts reflect the “Total” column of the SCT for the applicable year with certain adjustments per Item 402(v) of Regulation S-K, which are set forth below. |

  147. Pay Versus Performance

    | (4) CAP reflects the exclusions and inclusions of certain amounts for the PEOs and the Non-PEO NEOs as set forth below. Equity values are calculated in accordance with FASB ASC Topic 718. Amounts in the “Exclusion of Stock Awards and Option Awards” column are the totals from the “Stock Awards” and “Option Awards” columns set forth in the SCT. Amounts in the “Exclusion of Change in Pension Value” column reflect the amounts attributable to the change in pension value reported in the SCT. Because the Aetna Pension Plan is frozen, there is no adjustment for the service cost for services rendered during the listed year. |

  148. Pay Versus Performance

    | Year | Summary Compensation Table Total for First PEO ($) | Exclusion of Change in Pension Value for First PEO ($) | Exclusion of Stock Awards and Option Awards for First PEO ($) | Inclusion of Pension Service Cost for First PEO ($) | Inclusion of Equity Values for First PEO ($) | Compensation Actually Paid to First PEO ($) | | 2025 | 21,214,084 | (64,644) | (14,499,931) | — | 43,832,906 | 50,482,415 |

  149. Pay Versus Performance

    | Year | Average Summary Compensation Table Total for Non-PEO NEOs ($) | Average Exclusion of Change in Pension Value for Non-PEO NEOs ($) | Average Exclusion of Stock Awards and Option Awards for Non-PEO NEOs ($) | Average Inclusion of Pension Service Cost for Non-PEO NEOs ($) | Average Inclusion of Equity Values for Non-PEO NEOs ($) | Average Compensation Actually Paid to Non-PEO NEOs ($) | | 2025 | 10,415,936 | (619) | (7,149,939) | — | 14,041,425 | 17,306,803 |

  150. Pay Versus Performance

    The amounts in the Inclusion of Equity Values columns in the tables above are derived from the amounts set forth in the following tables:

  151. Pay Versus Performance

    | Year | Year-End Fair Value of Equity Awards Granted During Year That Remained Unvested as of Last Day of Year for First PEO ($) | Change in Fair Value from Last Day of Prior Year to Last Day of Year of Unvested Equity Awards for First PEO ($) | Vesting-Date Fair Value of Equity Awards Granted During Year that Vested During Year for First PEO ($) | Change in Fair Value from Last Day of Prior Year to Vesting Date of Unvested Equity Awards that Vested During Year for First PEO ($) | Fair Value at Last Day of Prior Year of Equity Awards Forfeited During Year for First PEO ($) | Value of Dividends or Other Earnings Paid on Equity Awards Not Otherwise Included for First PEO ($) | Total - Inclusion of Equity Values for First PEO ($) | | 2025 | 17,220,917 | 18,396,189 | — | 8,215,800 | — | — | 43,832,906 |

  152. Pay Versus Performance

    | Year | Average Year-End Fair Value of Equity Awards Granted During Year That Remained Unvested as of Last Day of Year for Non-PEO NEOs ($) | Average Change in Fair Value from Last Day of Prior Year to Last Day of Year of Unvested Equity Awards for Non-PEO NEOs ($) | Average Vesting- Date Fair Value of Equity Awards Granted During Year that Vested During Year for Non-PEO NEOs ($) | Average Change in Fair Value from Last Day of Prior Year to Vesting Date of Unvested Equity Awards that Vested During Year for Non-PEO NEOs ($) | Average Fair Value at Last Day of Prior Year of Equity Awards Forfeited During Year for Non-PEO NEOs ($) | Average Value of Dividends or Other Earnings Paid on Equity Awards Not Otherwise Included for Non- PEO NEOs ($) | Total - Average Inclusion of Equity Values for Non-PEO NEOs ($) | | 2025 | 7,802,005 | 4,416,372 | — | 1,823,048 | — | — | 14,041,425 |

  153. Pay Versus Performance

    | (5) The Peer Group TSR set forth in this table utilizes the S&P 500 Health Care Sector Index, which we also utilize in the stock performance graph required by Item 201(e) of Regulation S-K included in our Annual Report for the year ended December 31, 2025. The comparison assumes $100 was invested for the period starting December 31, 2020, through the end of the listed year in the Company and in the S&P 500 Health Care Sector Index, respectively. Historical stock performance is not necessarily indicative of future stock performance. |

  154. Pay Versus Performance

    | (6) The Company has determined that Adjusted EPS is the financial performance measure that, in the Company’s assessment, represents the most important performance measure (that is not otherwise required to be disclosed in the table) used by the Company to link CAP to the Company’s NEOs, for the most recently completed fiscal year, to Company performance. Adjusted EPS is a non-GAAP financial measure. See Annex A to this proxy statement for an explanation and a reconciliation to the most comparable GAAP financial measure. |

  155. Pay Versus Performance Relationship Disclosures

    Pay Versus Performance Relationship Disclosures

  156. Pay Versus Performance Relationship Disclosures

    | 1. | CAP versus Company TSR and Peer Group TSR |

  157. Pay Versus Performance Relationship Disclosures

    The graph below reflects the relationship between the CAP to the PEOs and Non-PEO NEOs, Company TSR and Peer Group TSR for the applicable reporting year.

  158. Reasons the Board of Directors Recommends You Vote “FOR” This Proposal

    | Total Potential Dilution = | (shares currently available under the 2017 ICP) + (shares underlying outstanding equity awards under the 2017 ICP) + (additional shares proposed to be authorized under the 2026 ICP) | | | total number of issued and outstanding shares of common stock (excluding treasury shares) |

  159. Securities Authorized For Issuance Under CVS Health’s Equity Compensation Plans

    | (2) Consists of the 2017 ICP. | | (3) Consists of shares of common stock underlying outstanding equity awards pursuant to equity compensation plans not approved by CVS Health’s stockholders, including the Amended Aetna Inc. 2010 Stock Incentive Plan, the Oak Street Health Plan, the Oak Street Health, Inc. Omnibus Incentive Plan, as amended, the Signify Health Plan and the Signify Health, Inc. 2021 Long-Term Incentive Plan, as amended. | | (4) Consists of shares of authorized and unissued common stock available for issuance under the 2017 ICP. | | (5) There are no securities available for future grants under any of the plans referenced in footnote 3. |

  160. Share Ownership of Directors and Certain Executive Officers

    | (8) Consists of 77,360 deferred stock units resulting from shares constituting deferred non-employee director compensation, which do not have current voting rights (“Deferred Director Units”) and are distributable in a lump sum on the date Mr. Brown retires or resigns and 8,072 Deferred Director Units that are distributable in installments beginning on the date Mr. Brown retires or resigns. | | (9) Includes 94,343 shares that Mr. Cowhey has the right to acquire currently or within 60 days of March 16, 2026, upon the exercise of options and 11,762 shares he will receive upon settlement of RSUs that will vest and settle within 60 days of March 16, 2026. | | (10) Consists of Deferred Director Units that are distributable in a lump sum on the date the director retires or resigns. | | (11) Consists of 13,128 Deferred Director Units that are distributable in a lump sum on the date Ms. Finucane retires or resigns and 3,548 Deferred Director Units that are distributable in installments beginning on the date Ms. Finucane retires or resigns. | | (12) Includes 536,476 shares that Mr. Joyner has the right to acquire currently or within 60 days of March 16, 2026, upon the exercise of options or SARs and 20,401 shares he will receive upon settlement of RSUs that will vest and settle within 60 days of March 16, 2026. | | (13) Consists of 4,654 Deferred Director Units that are distributable in installments beginning on the date Mr. Mahoney retires or resigns. | | (14) Includes 128,166 shares that Mr. Mandadi has the right to acquire currently or within 60 days of March 16, 2026, upon the exercise of options and 9,233 shares he will receive upon settlement of RSUs that will vest and settle within 60 days of March 16, 2026. | | (15) Includes 64,071 shares that Mr. Nelson has the right to acquire currently or within 60 days of March 16, 2026, upon the exercise of options and 5,332 shares he will receive upon settlement of RSUs that will vest and settle within 60 days of March 16, 2026. | | (16) Consists of 8,152 Deferred Director Units that are distributable in a lump sum on the date Mr. Robbins retires or resigns. | | (17) Includes 509,924 shares that Mr. Shah has the right to acquire currently or within 60 days of March 16, 2026, upon the exercise of options or SARs and 3,770 shares he will receive upon settlement of RSUs that will vest and settle within 60 days of March 16, 2026, 6,619 shares from RSUs that will vest and defer within 60 days of March 16, 2026 and 2,508 deferred stock units resulting from shares that were receivable upon the lapse of restrictions on RSUs or the exercise of options, but the actual receipt of which was deferred pursuant to the Company’s Deferred Stock Compensation Plan, and which do not have current voting rights (“Deferred Officer Units”). | | (18) Includes 1,581,044 shares that executive officers and a director have the right to acquire currently or within 60 days of March 16, 2026, upon the exercise of options or SARs or upon settlement of RSUs that will vest and settle or that vest and defer within 60 days of March 16 2026; 2,508 Deferred Officer Units; and 193,537 Deferred Director Units. |

  161. Adjusted EPS

    Adjusted EPS Adjusted EPS is calculated by dividing adjusted income attributable to CVS Health by the Company’s weighted average diluted shares outstanding. The Company defines adjusted income attributable to CVS Health as net income attributable to CVS Health (GAAP measure) excluding the impact of amortization of intangible assets, net realized capital gains or losses and other items, if any, that neither relate to the ordinary course of the Company’s business nor reflect the Company’s underlying business performance, such as acquisition-related integration costs, goodwill impairment charges, Health Care Delivery clinic closure charges, opioid litigation charges, office real estate optimization charges, certain legacy litigation charges, losses on Accountable Care assets, restructuring charges, gains on early extinguishment of debt, the gain on deconsolidation of subsidiary, the tax benefit from a worthless stock deduction, as well as the corresponding income tax benefit or expense related to the items excluded from adjusted income attributable to CVS Health. A-1 CVS Health The following are reconciliations of net income attributable to CVS Health to adjusted income attributable to CVS Health and calculations of GAAP diluted EPS and Adjusted EPS for the years ended December 31, 2025 and 2024:

  162. Adjusted EPS

    | | Year Ended December 31, 2025 | | Year Ended December 31, 2024 | | | In millions, except for per share amounts | Total Company | Per Common Share | Total Company | Per Common Share | | Net income attributable to CVS Health (GAAP measure) | $1,768 | $1.39 | $4,614 | $3.66 | | Non-GAAP adjustments: | | | | | | Amortization of intangible assets(1) | 1,976 | 1.56 | 2,025 | 1.61 | | Net realized capital (gains) losses(2) | 44 | 0.03 | (117) | (0.09) | | Acquisition-related integration costs(3) | 117 | 0.09 | 243 | 0.19 | | Goodwill impairment(4) | 5,725 | 4.50 | — | — | | Health Care Delivery clinic closure charge(5) | 83 | 0.07 | — | — | | Opioid litigation charges(6) | 320 | 0.25 | 100 | 0.08 | | Office real estate optimization charges(7) | 10 | 0.01 | 30 | 0.02 | | Legacy litigation charges(8) | 1,220 | 0.96 | — | — | | Loss on Accountable Care assets(9) | 288 | 0.23 | — | — | | Restructuring charges(10) | — | — | 1,179 | 0.93 | | Gain on early extinguishment of debt(11) | — | — | (491) | (0.39) | | Gain on deconsolidation of subsidiary(12) | (483) | (0.38) | — | — | | Tax benefit from worthless stock deduction(13) | (1,928) | (1.51) | — | — | | Tax impact of other non-GAAP adjustments(14) | (568) | (0.45) | (745) | (0.59) | | Adjusted income attributable to CVS Health | $8,572 | $6.75 | $6,838 | $5.42 | | Weighted average diluted shares outstanding | | 1,271 | | 1,262 |