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Item 9A. Controls and Procedures

2026-02-26 compared with 2025-02-27 · 80 added, 78 removed, 491 unchanged (24% of the section changed)

19 unchanged sentences

Rule 10b5-1 Plan Elections

During the three months ended December 31, 2024, the following 10b5-1 director and officer trading plan arrangement change occurred:

On December 11, 2024 , Retired Maj.

Elder Granger, M.D.

, Director of The Cigna Group , adopted a 10b5-1 plan.

General Granger's plan provides for the exercise of vested stock options and the associated sale of up to 2,376 shares of The Cigna Group common stock through December 19, 2025.

During the three months ended December 31, 2025, the following 10b5-1 director and officer trading plan arrangement changes occurred:

On November 5, 2025 , David Cordani , Chairman and Chief Executive Officer of The Cigna Group , terminated a 10b5-1 plan that was adopted on May 6, 2025 .

Cordani's plan provided for (i) the sale of shares of The Cigna Group common stock issuable upon vesting of a performance award (the actual number of shares depends on actual performance achieved and may range from 0% to 200% of the 32,586 shares subject to the award at the target level of performance) and (ii) the combined exercise of 212,543 vested stock options and sale of up to 50% of the after-tax shares of The Cigna Group common stock acquired from the option exercise, in each case through May 5, 2026 .

This trading plan was terminated during an open insider trading window.

On May 5, 2025, Jamie Kates, Senior Vice President and Tax and Global Chief Accounting Officer, adopted a 10b5-1 plan.

Kates' plan provides for (i) the sale of up to 170 shares of The Cigna Group common stock, (ii) the sale of shares of The Cigna Group common stock issuable upon vesting of a performance award (the actual number of shares depends on actual performance achieved and may range from 0% to 200% of the 281 shares subject to the award at the target level of performance), and (iii) the exercise of vested stock options and the associated sale of up to 2,014 shares of The Cigna Group common stock, in each case through May 5, 2026.

No transactions have occurred pursuant to Ms.

Kates’ plan to date.

This trading plan was entered into during an open insider trading window and is intended to satisfy the affirmative defense of Rule 10b5-1(c) under the Securities Exchange Act of 1934 and the Company's policies regarding insider transactions.

3 unchanged sentences

Directors of the Registrant

The information under the captions "Corporate Governance Matters – Board of Directors' Nominees" and "Corporate Governance Matters – Board Meetings and Committees" (as it relates to the Audit Committee disclosure) in the definitive proxy statement of The Cigna Group related to the 2025 annual meeting of shareholders ("the 2025 Proxy Statement") is incorporated herein by reference.

The information under the captions "Corporate Governance Matters – Board of Directors' Nominees" and "Corporate Governance Matters – Committees of the Board" (as it relates to the Audit Committee disclosure) in the definitive proxy statement of The Cigna Group related to the 2026 Annual Meeting of Shareholders ("the 2026 Proxy Statement") is incorporated herein by reference.

Executive Officers of the Registrant

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EXECUTIVE COMPENSATION

The information under the captions "Corporate Governance Matters – Non-Employee Director Compensation," "Certain Transactions – Compensation Committee Interlocks and Insider Participation," "Compensation Matters – Compensation Discussion and Analysis," "Compensation Matters – Report of the People Resources Committee" and "Compensation Matters – Executive Compensation Tables" in the 2025 Proxy Statement is incorporated herein by reference.

The information under the captions "Corporate Governance Matters – Non-Employee Director Compensation," "Corporate Governance Matters – Corporate Governance Policies and Practices – Certain Transactions," "Compensation Matters – Compensation Discussion and Analysis," "Compensation Matters – Report of the People Resources Committee" and "Compensation Matters – Executive Compensation Tables" in the 2026 Proxy Statement is incorporated herein by reference.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

The following table presents information regarding The Cigna Group equity compensation plans as of December 31, 2025:

Plan Category Securities To Be Issued

Plan Category Number of securities to be issued

upon exercise of

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outstanding options,

Warrants and Rights Securities Remaining

warrants and rights Number of securities remaining

available for future

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(ii) 144,269 shares of common stock underlying stock option awards granted under the Express Scripts Holding Company 2016 Long-Term Incentive Plan, 85,180 shares of common stock underlying stock option awards granted under the Express Scripts, Inc.

2011 Long-Term Incentive Plan and 104,528 shares of common

stock underlying stock option awards granted under the Medco Health Solutions, Inc.

2011 Long-Term Incentive Plan and 46,534 shares of common stock underlying stock option awards granted under the Medco Health Solutions, Inc.

2002 Stock Incentive Plan that were all approved by the applicable company's shareholders before acquisition of Express Scripts by The Cigna Group in December 2018.

6 unchanged sentences

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE

The information under the captions "Corporate Governance Matters – Director Independence" and "Corporate Governance Matters – Certain Transactions" in the 2025 Proxy Statement is incorporated herein by reference.

The information under the captions "Corporate Governance Matters – Corporate Governance Policies and Practices – Director Independence" and "Corporate Governance Matters – Corporate Governance Policies and Practices – Certain Transactions" in the 2026 Proxy Statement is incorporated herein by reference.

PRINCIPAL ACCOUNTANT FEES AND SERVICES

The information under the captions "Audit Matters – Policy for the Pre-Approval of Audit and Non-Audit Services" and "Audit Matters – Fees to Independent Registered Public Accounting Firm" in the 2025 Proxy Statement is incorporated herein by reference.

The information under the captions "Audit Matters – Ratification of Appointment of Independent Registered Public Accounting Firm (Proposal 3) – Policy for the Pre-Approval of Audit and Permissible Non-Audit Services" and "Audit Matters – Ratification of Appointment of Independent Registered Public Accounting Firm (Proposal 3) – Fees to Independent Registered Public Accounting Firm" in the 2026 Proxy Statement is incorporated herein by reference.

EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

(a) (1) The following Financial Statements can be found under Part II.

Item 8 of this Form 10-K:

(a) (1) The following Financial Statements can be found under Part II, Item 8 of this Form 10-K:

Report of Independent Registered Public Accounting Firm.

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Filed by the registrant as Exhibit 4.1 to the Current Report on Form 8-K on February 13, 2024 and incorporated herein by reference.

4.1 (i) Eighth Supplemental Indenture, dated as of September 4, 2025, be tween The Cigna Group and U.S.

Bank Trust Company, National Association, as trustee

Filed by the registrant as Exhibit 4.1 to the Current

Report on Form 8-K on September 4, 2025 and

incorporated herein by reference.

4.2(a) Senior Indenture dated as of August 16, 2006 between Cigna Holding Company (formerly Cigna Corporation) and U.S.

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10.14(c) The Cigna Group Non-Employee Director Compensation Program, amended and restated effective July 24, 2024

Filed herewith.

Filed by the registrant as Exhibit 10.14(c) to the Annual Report on Form 10-K for the year ended December 31, 2024 and incorporated herein by reference.

10.15 Cigna Corporation Director Equity Plan, as amended December 4, 2020

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Filed by CHC as Exhibit 10.18 to the Annual Report on Form 10-K for the year ended December 31, 2009 and incorporated herein by reference.

10.20 Offer Letter for Eric P.

Palmer dated January 16, 2024

Filed by the registrant as Exhibit 10.23 to the Annual Report on Form 10-K for the year ended December 31, 2023 and incorporated herein by reference.

10.20 Offer Letter for Nicole S.

1 unchanged sentence

Filed by the registrant as Exhibit 10.2 to the Quarterly Report on Form 10-Q for the period ended September 30, 2023 and incorporated herein by reference.

10.22 Offer Letter for Noelle K.

Eder dated September 14, 2023

Filed by the registrant as Exhibit 10.1 to the Quarterly Report on Form 10-Q for the period ended September 30, 2023 and incorporated herein by reference.

10.21 Offer letter for Brian Evanko dated January 16, 2024

Filed by the registrant as Exhibit 10.26 to the Annual Report on Form 10-K for the year ended December 31, 2023 and incorporated herein by reference.

10.24 Revolving Credit and Letter of Credit Agreement, dated as of April 28, 2022, with the banks named therein, JPMorgan Chase Bank, N.A., as administrative agent, BofA Securities, Inc., Citibank, N.A., Morgan Stanley Senior Funding, Inc., MUFG Bank, LTD and Wells Fargo Securities, LLC, as joint lead arrangers and joint bookrunners

Filed by the registrant as Exhibit 10.1 to the Current Report on Form 8-K on April 29, 2022 and incorporated herein by reference.

10.22 Agreement and Release between The Cigna Group and Eric Palmer dated April 15, 2025

Filed by the registrant as Exhibit 10.1 to the Quarterly Report on Form 10-Q for the period ended June 30, 2025 and incorporated herein by reference.

10.23 Master Transaction Agreement, dated February 4, 2013 among Connecticut General Life Insurance Company, Berkshire Hathaway Life Insurance Company of Nebraska and, solely for purposes of Sections 3.10, 6.1, 6.3, 6.4, 6.6, 6.9 and Articles II, V, VII and VIII, thereof, National Indemnity Company (including the Forms of Retrocession Agreement, the Collateral Trust Agreement, the Security and Control Agreement, the Surety Policy and the ALC Model Purchase Option Agreement as exhibits)

Filed by CHC as Exhibit 10.29 to the Annual Report on Form 10-K for the year ended December 31, 2012 and incorporated herein by reference.

10.26 Revolving Credit and Letter of Credit Agreement, dated as of April 25, 2024, with the banks named therein, JPMorgan Chase Bank, N.A., as administrative agent, BofA Securities, Inc., Citibank, N.A., Morgan Stanley Senior Funding, Inc.

10.24 Revolving Credit and Letter of Credit Agreement, dated as of April 24, 2025, with the banks named therein, JPMorgan Chase Bank, N.A., as administrative agent, and BofA Securities, Inc., Citibank, N.A., Morgan Stanley Senior Funding, Inc.

and Wells Fargo Securities, LLC, as joint lead arrangers and joint bookrunners

Filed by the registrant as Exhibit 10.1 to the Current Report on Form 8-K on April 26, 2024 and incorporated herein by reference.

Filed by the registrant as Exhibit 10.2 to the Quarterly Report on Form 10-Q for the period ended June 30, 2025 and incorporated herein by reference.

19.1 Securities Transactions and Insider Trading Policy

Filed herewith.

Filed by the registrant as Exhibit 19.1 to the Annual Report on Form 10-K for the year ended December31, 2024 and incorporated by reference.

21 Subsidiaries of the Registrant

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THE CIGNA GROUP

Executive Vice President, Chief Financial Officer, The Cigna Group, and President and Chief Executive Officer, Cigna Healthcare

Executive Vice President and Chief Financial Officer

(Principal Financial Officer)

3 unchanged sentences

(Principal Executive Officer)

Evanko Executive Vice President, Chief Financial Officer, The Cigna Group, and President and Chief Executive Officer, Cigna Healthcare

Dennison Executive Vice President and Chief Financial Officer

(Principal Financial Officer)

/s/ Jamie Kates

Jamie Kates Vice President and Global Chief Accounting Officer

Jamie Kates Senior Vice President and Tax and Global Chief Accounting Officer

(Principal Accounting Officer)

/s/ William J.

DeLaney Director

Foss Director

/s/ Elder Granger, M.D.

Elder Granger, M.D.

/s/ Neesha Hathi

Neesha Hathi Director

/s/ Michael J.

Hennigan Director

/s/ George Kurian

31 unchanged sentences

Total operating expenses 5 14 2

Income from operations 481 536 481

lncome from operations

Interest expense and other

( 1,365 ) ( 1,388 ) ( 1,332 )

Gain on sale of businesses

Intercompany interest expense

— ( 2 ) ( 118 )

Loss before income taxes ( 909 ) ( 914 ) ( 881 )

lncome (loss) before income taxes

4,010 ( 909 ) ( 914 )

Income tax benefits

( 201 ) ( 189 ) ( 192 )

Loss of parent company ( 720 ) ( 722 ) ( 698 )

lncome (loss) of parent company

4,211 ( 720 ) ( 722 )

Equity in income of subsidiaries 1,746 4,154 5,886

Shareholders' net income

Shareholders' other comprehensive income (loss), net of tax

Net unrealized appreciation (depreciation) on securities and derivatives

5,957 3,434 5,164

Shareholders' other comprehensive (loss) income, net of tax

Net unrealized (depreciation) appreciation on securities and derivatives

( 238 ) 661 503

Net long-duration insurance and contractholder liabilities measurement adjustments ( 291 ) ( 1,067 ) ( 715 )

Net translation (losses) gains of foreign currencies

Net translation gains (losses) of foreign currencies

Postretirement benefits liability adjustment ( 7 ) ( 22 ) 1

2 unchanged sentences

Shareholders' comprehensive income

$ 5,492 $ 2,957 $ 4,958

See Notes to Financial Statements on the following pages.

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Shareholders' net income

Adjustments to reconcile shareholders' net income

to net cash provided by operating activities

Equity in income of subsidiaries ( 4,154 ) ( 5,886 ) ( 7,402 )

$ 5,957 $ 3,434 $ 5,164

Adjustments to reconcile Shareholders' net income to net cash provided by operating activities

Equity in income from subsidiaries ( 1,746 ) ( 4,154 ) ( 5,886 )

Dividends received from subsidiaries 1,171 2,916 1,381

Gain on sale of businesses

( 4,890 ) — —

Other liabilities 496 ( 306 ) 540

4 unchanged sentences

Net change in amounts due from affiliates — — 622

Net proceeds from short-term investments sold

NET CASH PROVIDED BY (USED IN) INVESTING ACTIVITIES

— 622 ( 802 )

Proceeds from divestiture of businesses 4,891 — —

NET CASH PROVIDED BY INVESTING ACTIVITIES

Cash Flows from Financing Activities

Net change in amounts due to affiliates 4,761 1,473 10,392

Net change in amounts due to/from affiliates ( 1,101 ) 4,761 1,473

Net change in commercial paper ( 880 ) ( 357 ) 1,237

Repayment of term loan ( 2,000 ) — —

Net proceeds on issuance of term loan 1,999 — —

Repayment of long-term debt ( 3,861 ) ( 2,731 ) ( 2,822 )

1 unchanged sentence

Issuance of common stock 203 305 187

Common dividends paid ( 1,567 ) ( 1,450 ) ( 1,384 )

Common stock dividend paid ( 1,611 ) ( 1,567 ) ( 1,450 )

Repurchase of common stock ( 3,621 ) ( 7,034 ) ( 2,284 )

Tax withholding on stock compensation and other ( 117 ) ( 110 ) ( 73 )

Other, net ( 108 ) ( 117 ) ( 110 )

NET CASH USED IN FINANCING ACTIVITIES

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The accompanying condensed financial statements should be read in conjunction with the Consolidated Financial Statements and the accompanying notes thereto contained in this Annual Report on Form 10-K ("Form 10-K").

Note 1 - For purposes of these condensed financial statements, wholly owned and majority-owned subsidiaries of The Cigna Group (the "Company") are recorded using the equity method of accounting.

Note 1 - For purposes of these condensed financial statements, The Cigna Group (the "Company") accounts for investments in wholly owned and majority-owned subsidiaries using the equity method of accounting.

The Cigna Group, through its predecessor companies, was incorporated in Delaware in 1981.

2 unchanged sentences

Short-term and Credit Facilities Debt

Revolving Credit Agreements.

Our revolving credit agreements provide us with the ability to borrow amounts for general corporate purposes, including for the purpose of providing liquidity support if necessary under our commercial paper program discussed below.

As of December 31, 2024, there were no outstanding balances under these revolving credit agreements.

In April 2024, The Cigna Group replaced its previous revolving credit agreements and entered into the following revolving credit agreements (the "Credit Agreements"):

• A $ 5.0 billion five-year revolving credit and letter of credit agreement that will mature in April 2029 with an option to extend the maturity date for additional one-year periods, subject to consent of the banks.

In August 2025, the Company entered into a new 364 -day term loan facility (the "Term Loan Facility") and borrowed $ 2.0 billion to partially fund an investment in Shields Health Solutions ("Shields"), a leading specialty pharmacy management company.

The full outstanding balance was repaid and the Term Loan Facility was terminated in September 2025, using proceeds from the debt issuance described below.

Revolving Credit Agreement.

Our Credit Agreement (defined below) provides us with the ability to borrow amounts for general corporate purposes, including providing liquidity support if necessary under our commercial paper program discussed below.

As of December 31, 2025, there were no outstanding balances under the Credit Agreement.

In April 2025, The Cigna Group replaced its previous revolving credit agreements and entered into a $ 6.5 billion, five-year revolving credit and letter of credit agreement that will mature in April 2030, with an option to extend the maturity date for an additional one-year period, subject to consent of the banks (the "Credit Agreement").

The Company can borrow up to $ 6.5 billion under the Credit Agreement for general corporate purposes, with up to $ 500 million available for issuance of letters of credit.

• A $ 1.5 billion 364-day revolving credit agreement that will mature in April 2025.

The Company can borrow up to $ 1.5 billion under the credit agreement for general corporate purposes.

This agreement includes the option to "term out" any revolving loans that are outstanding at maturity by converting them into a term loan maturing on the one-year anniversary of conversion.

Each of the Credit Agreements includes an option to increase commitments in an aggregate amount of up to $ 1.5 billion across both facilities for a maximum total commitment of $ 8.0 billion.

The Credit Agreements allow for borrowings at either a base rate or an adjusted term Secured Overnight Funding Rate ("SOFR") plus, in each case, an applicable margin based on the Company's senior unsecured credit ratings.

Each facility also contains customary covenants and restrictions, including a financial covenant that the Company's leverage ratio, as defined in the Credit Agreements, may not exceed 60 %, subject to certain exceptions upon the consummation of an acquisition.

The Credit Agreement includes an option to increase commitments up to $ 1.5 billion for a maximum total commitment of $ 8.0 billion.

The Credit Agreement allows for borrowings at either a base rate, term Secured Overnight Financing Rate ("SOFR") or daily simple SOFR, plus, in each case, an applicable margin based on the Company's senior unsecured credit ratings.

The Credit Agreement also contains customary covenants and restrictions, including a financial covenant that the Company's leverage ratio, as defined in the Credit Agreement, may not exceed 60 %, subject to certain exceptions upon the consummation of an acquisition.

Commercial Paper.

2 unchanged sentences

The net proceeds of issuances have been and are expected to be used for general corporate purposes.

The commercial paper program had approximately $ 0.9 billion outstanding as of December 31, 2024 and an average interest rate of 4.65 %.

There was no commercial paper balance as of December 31, 2025.

Long-Term Debt

Debt Issuance and Debt Tender Offers.

In February 2024, we issued $ 4.5 billion of new senior notes.

The proceeds from this debt were used to pay the consideration for the cash tender offers as described below.

We used the remaining net proceeds to fund the

repayment of our senior notes that matured in March 2024 and for general corporate purposes, including repayment of indebtedness and repurchases of shares of our common stock.

Debt Issuance.

In September 2025, we issued $ 4.5 billion of new senior notes, as detailed in the table below.

The proceeds from this debt issuance were used to repay the $ 2.0 billion of loans outstanding under the Term Loan Facility as described above.

We used the remaining net proceeds for general corporate purposes, including investments and repayment of indebtedness.

Interest on this debt is paid semiannually.

2 unchanged sentences

$ 1,000 million

May 15, 2029 5.000 % $ 995 million April 15, 2029 15

September 15, 2030 4.500 % $ 994 million August 15, 2030 15

$ 1,250 million

May 15, 2031 5.125 % $ 746 million March 15, 2031 15

September 15, 2032 4.875 % $ 1,245 million July 15, 2032 15

$ 1,500 million

February 15, 2034 5.250 % $ 1,244 million November 15, 2033 20

January 15, 2036 5.250 % $ 1,490 million October 15, 2035 15

$ 750 million

February 15, 2054 5.600 % $ 1,485 million August 15, 2053 20

January 15, 2056 6.000 % $ 736 million July 15, 2055 20

(1) Redeemable at any time prior to this date at a "make whole" premium, defined below.

2 unchanged sentences

Treasury rate plus the amount of basis points set forth in this column.

In the first quarter of 2024, the Company completed the repurchase of $ 1.7 billion in aggregate principal amount of existing senior notes that were tendered to the Company pursuant to cash tender offers.

Debt Maturities.

Maturities of the Company's long-term debt are as follows:

Maturities of the Company's long-term debt as of December 31, 2025 are as follows:

(In millions)

3 unchanged sentences

Note 3 - The Company's intercompany receivables consist primarily of net intercompany loan amounts due from Evernorth Health, Inc.

of $ 8.5 billion as of December 31, 2024 and 2023.

of $ 8.5 billion as of both December 31, 2025 and December 31, 2024.

Interest income on the loan receivable was accrued at an average rate of 5.50 % in 2025.

The Company's intercompany payables primarily reflect intercompany balances due to affiliates as of December 31, 2025.

During the year ended December 31, 2024, the Company settled the majority of outstanding intercompany payables via non-cash capital transactions.

During the year ended December 31, 2025, the Company settled a portion of the outstanding intercompany payables via non-cash capital transactions.

Note 4 - The Company guaranteed approximately $ 8.5 billion primarily related to intercompany indebtedness and financial obligations of certain direct and indirect wholly-owned subsidiaries.

There were immaterial liabilities required for these guarantees as of December 31, 2025.

Note 5 - In February 2024, as part of our existing share repurchase program, we entered into separate accelerated share repurchase agreements with Deutsche Bank AG and Bank of America, N.A.

to repurchase $ 3.2 billion of common stock in aggregate.

The total number of shares of our common stock repurchased under the agreements was approximately 9.3 million.

Note 5 - The Company completed the sale of our Medicare Advantage, Medicare Individual Stand-Alone Prescription Drug Plans, Medicare and Other Supplemental Benefits, and CareAllies ® businesses on March 19, 2025.

The Company received cash proceeds of $ 4.9 billion and recorded the related gain on sale of businesses.

THE CIGNA GROUP AND SUBSIDIARIES

20 unchanged sentences

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 9A. Controls and Procedures