CVS: Leadership change · Company disclosure

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. On August 13, 2026, Larry M. Robbins notified the Board of Directors (the “Board”) of CVS Health Corporation (the “Company”) of his resignation from the Board, effective immediately. Mr. Robbins’ resignation was not the result of any disagreement with the Company on any matter relating to the operations, policies or practices of the Company. On August 17, 2026, the Board appointed Teresa Heitsenrether to the Board, effective November 18, 2026. Ms. Heitsenrether, age 61, is Executive Vice President and Chief Data & Analytics Officer of JPMorgan Chase & Co. (“JPMorgan Chase”) and is a member of JPMorgan’s Operating Committee. Prior to her current role, Ms. Heitsenrether held several senior leadership positions at JPMorgan Chase, including CEO of Securities Services and Global Head of Prime Brokerage & Equity Financing. She holds an M.B.A. from New York University and a B.S. in Finance from Fordham University. Ms. Heitsenrether was determined by the CVS Health Board to be “independent” under the Corporate Governance Rules of the New York Stock Exchange and under the Company’s Corporate Governance Guidelines. Ms. Heitsenrether’s compensation for service as a non-employee director of CVS Health will be consistent with that of the Company’s other non-employee directors, subject to proration to reflect the commencement date of her service on the Board. The Company’s director compensation practices are described under the caption “Non-Employee Director Compensation” in the Company’s annual proxy statement filed with the U.S. Securities and Exchange Commission on April 3, 2026. There were no arrangements or understandings pu