Cigna Group 10-Q for FY2026 Q1
Cigna Group (CI)
10-Q
2026-04-30
For: 2026-03-31
View Original
Added on
April 30, 2026
About this 10-Q
Cigna Group filed this 10-Q on April 30, 2026, covering the quarter ended March 31, 2026 (FY2026 Q1).
Headline figures
Quarter ended March 31, 2026, as reported in this filing, compared with the same period a year earlier where the filing states it.
- Revenue
- $68.49B
- up 4.6% from $65.5B a year earlier
- Net income
- $1.65B
- up 25.0% from net income of $1.32B a year earlier
- Diluted EPS
- $6.26
- up 29.1% from $4.85 a year earlier
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended March 31, 2026
OR
OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from _____ to _____
Commission File Number 001-38769
(Exact name of registrant as specified in its charter)
| (State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) | ||||
(Address of principal executive offices) (Zip Code)
(860 ) 226-6000
(Registrant's telephone number, including area code)
Not Applicable
(Former name, former address and former fiscal year, if changed since last report)
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | |||||||||
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.☒ Yes ☐ No
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). ☒ Yes ☐ No
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See definitions of "large accelerated filer," "accelerated filer," "smaller reporting company," and "emerging growth company" in Rule 12b-2 of the Exchange Act.
| ☒ | Accelerated filer | ☐ | |||||||||
| Non-accelerated filer | ☐ | Smaller reporting company | |||||||||
| Emerging growth company | |||||||||||
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).☐ Yes ☒ No
As of April 24, 2026, 264,532,404 shares of the issuer's Common Stock were outstanding.
THE CIGNA GROUP
TABLE OF CONTENTS
| Page | ||||||||
| Item 1. | ||||||||
| Item 2. | ||||||||
| Item 3. | ||||||||
| Item 4. | ||||||||
| Item 1. | ||||||||
| Item 1A. | ||||||||
| Item 2. | ||||||||
| Item 5. | ||||||||
| Item 6. | ||||||||
As used herein, the term "Company" refers to one or more of The Cigna Group and its consolidated subsidiaries.
Part I. FINANCIAL INFORMATION
Item 1. FINANCIAL STATEMENTS
The Cigna Group Consolidated Statements of Income | |||||||||||||||||||||||||||||
| Unaudited | |||||||||||||||||||||||||||||
| Three Months Ended March 31, | |||||||||||||||||||||||||||||
| (In millions, except per share amounts) | 2026 | 2025 | |||||||||||||||||||||||||||
| Revenues | |||||||||||||||||||||||||||||
| Pharmacy revenues | $ | $ | |||||||||||||||||||||||||||
| Premiums | |||||||||||||||||||||||||||||
| Fees and other revenues | |||||||||||||||||||||||||||||
| Net investment income | |||||||||||||||||||||||||||||
| TOTAL REVENUES | |||||||||||||||||||||||||||||
| Benefits and expenses | |||||||||||||||||||||||||||||
| Pharmacy and other service costs | |||||||||||||||||||||||||||||
| Medical costs and other benefit expenses | |||||||||||||||||||||||||||||
| Selling, general and administrative expenses | |||||||||||||||||||||||||||||
| Amortization of acquired intangible assets | |||||||||||||||||||||||||||||
| TOTAL BENEFITS AND EXPENSES | |||||||||||||||||||||||||||||
Income from operations | |||||||||||||||||||||||||||||
| Interest expense and other | ( | ( | |||||||||||||||||||||||||||
Gain on sale of businesses | |||||||||||||||||||||||||||||
Net investment gains (losses) | ( | ||||||||||||||||||||||||||||
Income before income taxes | |||||||||||||||||||||||||||||
| TOTAL INCOME TAXES | |||||||||||||||||||||||||||||
Net income | |||||||||||||||||||||||||||||
Less: Net income attributable to noncontrolling interests | |||||||||||||||||||||||||||||
| SHAREHOLDERS' NET INCOME | $ | $ | |||||||||||||||||||||||||||
Shareholders' net income per share | |||||||||||||||||||||||||||||
| Basic | $ | $ | |||||||||||||||||||||||||||
| Diluted | $ | $ | |||||||||||||||||||||||||||
The accompanying Notes to the Consolidated Financial Statements (unaudited) are an integral part of these statements.
3
| The Cigna Group Consolidated Statements of Comprehensive Income | |||||||||||||||||
| Unaudited | |||||||||||||||||
| Three Months Ended March 31, | |||||||||||||||||
| (In millions) | 2026 | 2025 | |||||||||||||||
| Net income | $ | $ | |||||||||||||||
| Other comprehensive income (loss), net of tax | |||||||||||||||||
Net unrealized depreciation on securities and derivatives | ( | ( | |||||||||||||||
| Net long-duration insurance and contractholder liabilities measurement adjustments | ( | ( | |||||||||||||||
Net translation (depreciation) appreciation on foreign currencies | ( | ||||||||||||||||
| Postretirement benefits liability adjustment | |||||||||||||||||
Other comprehensive loss, net of tax | ( | ( | |||||||||||||||
Total comprehensive income | |||||||||||||||||
| Less: Net income attributable to other noncontrolling interests | |||||||||||||||||
SHAREHOLDERS' COMPREHENSIVE INCOME | $ | $ | |||||||||||||||
The accompanying Notes to the Consolidated Financial Statements (unaudited) are an integral part of these statements.
4
| The Cigna Group Consolidated Balance Sheets | |||||||||||
| Unaudited | |||||||||||
| As of March 31, | As of December 31, | ||||||||||
| (In millions) | 2026 | 2025 | |||||||||
| Assets | |||||||||||
| Cash and cash equivalents | $ | $ | |||||||||
| Investments | |||||||||||
| Accounts receivable, net | |||||||||||
| Inventories | |||||||||||
| Other current assets | |||||||||||
| Total current assets | |||||||||||
| Long-term investments | |||||||||||
| Reinsurance recoverables | |||||||||||
| Property and equipment | |||||||||||
| Goodwill | |||||||||||
| Other intangible assets | |||||||||||
| Other assets | |||||||||||
| Separate account assets | |||||||||||
| TOTAL ASSETS | $ | $ | |||||||||
| Liabilities | |||||||||||
| Current insurance and contractholder liabilities | $ | $ | |||||||||
| Pharmacy and other service costs payable | |||||||||||
| Accounts payable | |||||||||||
| Accrued expenses and other liabilities | |||||||||||
| Short-term debt | |||||||||||
| Total current liabilities | |||||||||||
| Non-current insurance and contractholder liabilities | |||||||||||
| Deferred tax liabilities, net | |||||||||||
| Other non-current liabilities | |||||||||||
| Long-term debt | |||||||||||
| Separate account liabilities | |||||||||||
| TOTAL LIABILITIES | |||||||||||
Contingencies — Note 14 | |||||||||||
| Shareholders' equity | |||||||||||
Common stock (1) | |||||||||||
| Additional paid-in capital | |||||||||||
| Accumulated other comprehensive loss | ( | ( | |||||||||
| Retained earnings | |||||||||||
| Less: Treasury stock, at cost | ( | ( | |||||||||
| TOTAL SHAREHOLDERS' EQUITY | |||||||||||
| Noncontrolling interests | |||||||||||
| Total equity | |||||||||||
| Total liabilities and equity | $ | $ | |||||||||
(1)Par value per share, $0.01 406 million as of March 31, 2026 and 405 million as of December 31, 2025; authorized shares, 600
The accompanying Notes to the Consolidated Financial Statements (unaudited) are an integral part of these statements.
5
| The Cigna Group | |||||||||||||||||||||||||||||
| Consolidated Statements of Changes in Total Equity | |||||||||||||||||||||||||||||
| Unaudited | |||||||||||||||||||||||||||||
| Three Months Ended March 31, 2026 | |||||||||||||||||||||||||||||
| (In millions) | Common Stock | Additional Paid-in Capital | Accumulated Other Comprehensive (Loss) | Retained Earnings | Treasury Stock | Shareholders' Equity | Noncontrolling Interests | Total Equity | |||||||||||||||||||||
| Balance at December 31, 2025 | $ | $ | $ | ( | $ | $ | ( | $ | $ | $ | |||||||||||||||||||
| Effects of issuing stock for employee benefit plans | ( | ||||||||||||||||||||||||||||
| Other comprehensive loss | ( | ( | ( | ||||||||||||||||||||||||||
Net income | |||||||||||||||||||||||||||||
Common dividends declared (per share: $ | ( | ( | ( | ||||||||||||||||||||||||||
| Repurchase of common stock | |||||||||||||||||||||||||||||
| Other transactions impacting noncontrolling interests | ( | ( | ( | ( | |||||||||||||||||||||||||
| Balance at March 31, 2026 | $ | $ | $ | ( | $ | $ | ( | $ | $ | $ | |||||||||||||||||||
Three Months Ended March 31, 2025 | |||||||||||||||||||||||||||||
| (In millions) | Common Stock | Additional Paid-in Capital | Accumulated Other Comprehensive (Loss) | Retained Earnings | Treasury Stock | Shareholders' Equity | Noncontrolling Interests | Total Equity | |||||||||||||||||||||
Balance at December 31, 2024 | $ | $ | $ | ( | $ | $ | ( | $ | $ | $ | |||||||||||||||||||
| Effect of issuing stock for employee benefit plans | ( | ||||||||||||||||||||||||||||
| Other comprehensive loss | ( | ( | ( | ||||||||||||||||||||||||||
| Net income | |||||||||||||||||||||||||||||
Common dividends declared (per share: $ | ( | ( | ( | ||||||||||||||||||||||||||
| Repurchase of common stock | ( | ( | ( | ||||||||||||||||||||||||||
| Other transactions impacting noncontrolling interests | ( | ( | |||||||||||||||||||||||||||
| Balance at March 31, 2025 | $ | $ | $ | ( | $ | $ | ( | $ | $ | $ | |||||||||||||||||||
The accompanying Notes to the Consolidated Financial Statements (unaudited) are an integral part of these statements.
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The Cigna Group
Consolidated Statements of Cash Flows
| Unaudited | ||||||||||||||||||||
| Three Months Ended March 31, | ||||||||||||||||||||
| (In millions) | 2026 | 2025 | ||||||||||||||||||
| Cash Flows from Operating Activities | ||||||||||||||||||||
| Net income | $ | $ | ||||||||||||||||||
| Adjustments to reconcile net income to net cash provided by operating activities: | ||||||||||||||||||||
| Depreciation and amortization | ||||||||||||||||||||
Investment (gains) losses, net | ( | |||||||||||||||||||
Deferred income tax benefit | ( | ( | ||||||||||||||||||
Gain on sale of businesses | ( | ( | ||||||||||||||||||
| Net changes in assets and liabilities, net of non-operating effects: | ||||||||||||||||||||
| Accounts receivable, net | ( | |||||||||||||||||||
| Inventories | ||||||||||||||||||||
| Reinsurance recoverable and Other assets | ( | |||||||||||||||||||
| Insurance liabilities | ||||||||||||||||||||
| Pharmacy and other service costs payable | ( | |||||||||||||||||||
| Accounts payable and Accrued expenses and other liabilities | ( | ( | ||||||||||||||||||
| Other, net | ||||||||||||||||||||
| NET CASH PROVIDED BY OPERATING ACTIVITIES | ||||||||||||||||||||
| Cash Flows from Investing Activities | ||||||||||||||||||||
| Proceeds from investments sold: | ||||||||||||||||||||
| Debt securities and equity securities | ||||||||||||||||||||
| Investment maturities and repayments: | ||||||||||||||||||||
| Debt securities and equity securities | ||||||||||||||||||||
| Commercial mortgage loans | ||||||||||||||||||||
Other sales, maturities and repayments (primarily short-term and other long-term investments) | ||||||||||||||||||||
| Investments purchased or originated: | ||||||||||||||||||||
| Debt securities and equity securities | ( | ( | ||||||||||||||||||
| Commercial mortgage loans | ( | ( | ||||||||||||||||||
Other (primarily short-term and other long-term investments) | ( | ( | ||||||||||||||||||
| Property and equipment purchases, net | ( | ( | ||||||||||||||||||
| Divestitures, net of cash sold | ||||||||||||||||||||
| Renewable energy tax credit equity investments | ( | ( | ||||||||||||||||||
| Other, net | ( | ( | ||||||||||||||||||
| NET CASH (USED IN) PROVIDED BY INVESTING ACTIVITIES | ( | |||||||||||||||||||
| Cash Flows from Financing Activities | ||||||||||||||||||||
| Deposits and interest credited to contractholder deposit funds | ||||||||||||||||||||
| Withdrawals and benefit payments from contractholder deposit funds | ( | ( | ||||||||||||||||||
| Net change in short-term debt | ( | ( | ||||||||||||||||||
| Repayment of long-term debt | ( | ( | ||||||||||||||||||
| Repurchase of common stock | ( | |||||||||||||||||||
| Issuance of common stock | ||||||||||||||||||||
| Common stock dividend paid | ( | ( | ||||||||||||||||||
| Other, net | ( | ( | ||||||||||||||||||
| NET CASH USED IN FINANCING ACTIVITIES | ( | ( | ||||||||||||||||||
| Effect of foreign currency rate changes on cash, cash equivalents and restricted cash | ( | |||||||||||||||||||
| Net decrease in cash, cash equivalents and restricted cash | ( | ( | ||||||||||||||||||
Cash, cash equivalents and restricted cash January 1, (1) | ||||||||||||||||||||
Cash, cash equivalents and restricted cash March 31, (1) | $ | $ | ||||||||||||||||||
(1)Restricted cash and cash equivalents were reported in other long-term investments and Other assets.
The accompanying Notes to the Consolidated Financial Statements (unaudited) are an integral part of these statements.
7
THE CIGNA GROUP
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
TABLE OF CONTENTS
| Note Number | Footnote | Page | ||||||
BUSINESS AND CAPITAL STRUCTURE | ||||||||
| 1 | ||||||||
| 2 | ||||||||
| 3 | ||||||||
| 4 | ||||||||
| 5 | ||||||||
| 6 | ||||||||
INSURANCE INFORMATION | ||||||||
| 7 | ||||||||
| 8 | ||||||||
INVESTMENTS | ||||||||
| 9 | ||||||||
| 10 | ||||||||
| 11 | ||||||||
WORKFORCE MANAGEMENT AND COMPENSATION | ||||||||
| 12 | ||||||||
COMPLIANCE, REGULATION AND CONTINGENCIES | ||||||||
| 13 | ||||||||
| 14 | ||||||||
RESULTS DETAILS | ||||||||
| 15 | ||||||||
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Note 1 – Description of Business
The Cigna Group®, together with its subsidiaries (either individually or collectively referred to as the "Company," "we," "us" or "our"), is a global health company committed to creating a better future for every individual and every community. Powered by our dedicated people and valued brands, we advance our mission to improve the health and vitality of those we serve.
Our subsidiaries offer a differentiated set of pharmacy, medical, behavioral, dental, and related products and services. The majority of these products and services are offered through employers and other entities, such as governmental and nongovernmental organizations, unions and associations. Certain subsidiaries also offer health and dental insurance products to individuals in the United States and select international markets. In addition to these operations, The Cigna Group also has certain run-off operations.
A full description of our segments follows:
The Evernorth Health Services® reportable segment includes the Pharmacy Benefit Services and the Specialty and Care Services operating segments, which provide independent and coordinated health solutions and capabilities to enable the health care system to work better and help people live healthier lives.
Pharmacy Benefit Services drives high-quality, cost-effective pharmacy care through various services, such as drug claim adjudication, retail pharmacy network administration, benefit design consultation, drug utilization review, drug formulary management and access to our home delivery pharmacy. Specialty and Care Services provides specialty drugs for the treatment of complex and rare diseases, specialty distribution of pharmaceuticals and medical supplies, as well as clinical programs to help our clients drive better whole-person health outcomes through care services.
The Cigna Healthcare® reportable segment includes the U.S. Healthcare and International Health operating segments, which provide comprehensive medical and coordinated solutions to clients and customers. U.S. Healthcare provides medical plans and other benefits and solutions for insured and self-insured clients as well as for individual and family plan customers. International Health provides health care solutions in our international markets, as well as health solutions for globally mobile individuals and employees of multinational organizations. U.S. Healthcare also included the Medicare Advantage and related businesses until the divestiture of such businesses to Health Care Services Corporation ("HCSC") on March 19, 2025 ("HCSC transaction").
Other Operations comprises the remainder of our business operations, which includes certain continuing business (corporate-owned life insurance ("COLI")), as well as run-off and other non-strategic businesses. Our run-off businesses include the (i) variable annuity reinsurance business that was effectively exited through reinsurance with Berkshire Hathaway Life Insurance Company of Nebraska ("Berkshire") in 2013; (ii) settlement annuity business; and (iii) individual life insurance and annuity and retirement benefits businesses, which were sold through reinsurance agreements.
Corporate reflects amounts not allocated to operating segments, including net interest expense (defined as interest on corporate financing less net investment income on investments not supporting segment and other operations), certain litigation matters, expense associated with our frozen pension plans, charitable contributions, operating severance, certain overhead and enterprise-wide project costs, and eliminations for products and services sold between segments.
Note 2 – Summary of Significant Accounting Policies
Basis of Presentation
The Consolidated Financial Statements include the accounts of The Cigna Group and its consolidated subsidiaries. Intercompany transactions and accounts have been eliminated in consolidation. These Consolidated Financial Statements were prepared in conformity with accounting principles generally accepted in the United States of America ("GAAP"). Certain goodwill and other intangible assets amounts in the Consolidated Balance Sheet have been reclassified as of March 31, 2026.
Amounts recorded in the Consolidated Financial Statements necessarily reflect management's estimates and assumptions about medical costs, investment, tax and receivable valuations, interest rates, and other factors. Significant estimates are discussed throughout these Notes; however, actual results could differ from those estimates. The impact of a change in estimate is generally included in earnings in the period of adjustment.
These interim Consolidated Financial Statements are unaudited but include all adjustments (including normal recurring adjustments) necessary, in the opinion of management, for a fair statement of financial position and results of operations for the periods reported. The interim Consolidated Financial Statements and Notes should be read in conjunction with the Consolidated Financial Statements and Notes included in the Company's Annual Report on Form 10-K for the year ended December 31, 2025 ("2025 Form 10-K"). The Company has not included certain footnote disclosures that would substantially duplicate the disclosures contained in its 2025 Form
9
10-K, unless the information in those disclosures materially changed or is required by GAAP. The preparation of interim Consolidated Financial Statements necessarily relies heavily on estimates. This and other factors, including the seasonal nature of portions of the health care and related benefits business, as well as competitive and other market conditions, call for caution in estimating full-year results based on interim results of operations.
Recent Accounting Pronouncements
The Company's 2025 Form 10-K includes discussion of significant recent accounting pronouncements that either have impacted or may impact our financial statements in the future. There are no updates to significant accounting pronouncements recently adopted that have occurred since the Company filed its 2025 Form 10-K. There are no incremental significant accounting pronouncements recently issued and not yet adopted that are expected to impact our operations or financial statements beyond those described in the Company's 2025 Form 10-K. The Company continues to progress with its adoption plans, with no significant updates since the 2025 Form 10-K.
Note 3 – Accounts Receivable, Net
The following amounts were included within Accounts receivable, net:
| (In millions) | March 31, 2026 | December 31, 2025 | |||||||||
| Noninsurance customer receivables | $ | $ | |||||||||
| Pharmaceutical manufacturers receivables | |||||||||||
| Insurance customer receivables | |||||||||||
| Other receivables | |||||||||||
| Total | $ | $ | |||||||||
These accounts receivable are reported net of our allowances of $7.7 billion and $6.8 billion as of March 31, 2026 and December 31, 2025, respectively. These allowances include contractual allowances for certain rebates receivable with pharmaceutical manufacturers and certain accounts receivable from third-party payors, discounts and claims adjustments issued to customers in the form of client credits, an allowance for current expected credit losses, and other non-credit adjustments.
The Company's allowance for current expected credit losses was $228 million and $199 million as of March 31, 2026 and December 31, 2025, respectively.
Accounts Receivable Factoring Facilities
The Company maintains uncommitted factoring facilities with a total capacity of $2.0 billion under which certain accounts receivable may be sold on a non-recourse basis to a financial institution. In the first quarter of 2026, the Company entered into a new accounts receivable factoring facility with an initial two-year term, in addition to the previously established accounts receivable factoring facility outlined in Note 3 to the Consolidated Financial Statements included in the Company's 2025 Form 10-K (together, the "Facilities"). The Facilities automatically renew and are subject to automatic one-year renewal terms following the expiration of the initial term unless terminated by either party. The transactions under the Facilities are accounted for as a sale and recorded as a reduction to accounts receivable in the Consolidated Balance Sheets because control of, and risk related to, the accounts receivable are transferred to the financial institution. Although the sale is made without recourse, we provide collection services related to the transferred assets. Amounts associated with the Facilities are reflected within Net cash provided by operating activities in the Consolidated Statements of Cash Flows. Factoring fees paid under the Facilities are reflected in Interest expense and other in the Consolidated Statements of Income.
We sold receivables under the Facilities of $0.3 billion and $1.4 billion for the three months ended March 31, 2026 and 2025, respectively. For the three months ended March 31, 2026 and 2025, factoring fees paid were not material. As of March 31, 2026 and December 31, 2025, all sold accounts receivable had been collected. As of March 31, 2026, all collections have been remitted to the financial institution. As of December 31, 2025, there were $0.4 billion of collections that had not been remitted to the financial institution. Such amounts are recorded within Accrued expenses and other liabilities in the Consolidated Balance Sheets.
10
Note 4 – Supplier Finance Program
The Company facilitates a voluntary supplier finance program (the "Program") that provides suppliers the opportunity to sell their accounts receivable due from us (i.e., our payment obligations to the suppliers) to a financial institution, on a non-recourse basis, in order to be paid earlier than our payment terms require.
Note 5 – Earnings Per Share
Basic and diluted earnings per share were computed as follows:
| Three Months Ended | |||||||||||||||||||||||||||||||||||||||||||||||||||||
| March 31, 2026 | March 31, 2025 | ||||||||||||||||||||||||||||||||||||||||||||||||||||
| (Shares in thousands, dollars in millions, except per share amounts) | Basic | Effect of Dilution | Diluted | Basic | Effect of Dilution | Diluted | |||||||||||||||||||||||||||||||||||||||||||||||
Shareholders' net income | $ | $ | $ | $ | |||||||||||||||||||||||||||||||||||||||||||||||||
| Shares: | |||||||||||||||||||||||||||||||||||||||||||||||||||||
| Weighted average | |||||||||||||||||||||||||||||||||||||||||||||||||||||
| Common stock equivalents | |||||||||||||||||||||||||||||||||||||||||||||||||||||
| Total shares | |||||||||||||||||||||||||||||||||||||||||||||||||||||
| Earnings per share | $ | $ | ( | $ | $ | $ | ( | $ | |||||||||||||||||||||||||||||||||||||||||||||
The following outstanding employee stock options were not included in the computation of diluted earnings per share because their effect was anti-dilutive:
| Three Months Ended March 31, | |||||||||||||||||||||||||||||
| (In millions) | 2026 | 2025 | |||||||||||||||||||||||||||
| Anti-dilutive options | |||||||||||||||||||||||||||||
On April 22, 2026 , the Board of Directors of The Cigna Group (the "Board") declared the second quarter cash dividend of $1.56 per share of The Cigna Group common stock to be paid on June 18, 2026 to shareholders of record on June 4, 2026 . The Company currently intends to pay regular quarterly dividends, with future declarations subject to approval by the Board and the Board's determination that the declaration of dividends remains in the best interests of The Cigna Group and its shareholders. The decision of whether to pay future dividends and the amount of any such dividends will be based on the Company's financial position, results of operations, cash flows, capital requirements, the requirements of applicable law and any other factors the Board may deem relevant.
The Company held approximately 141.4 million shares of common stock in treasury as of March 31, 2026, 141.1 million shares as of December 31, 2025 and 134.1 million shares as of March 31, 2025.
Note 6 – Debt
Short-Term and Long-Term Debt. During the three months ended March 31, 2026, the Company repaid $550 million 1.250 % senior notes that matured in March 2026. For more information regarding our short-term and long-term debt, see Note 7 to the Consolidated Financial Statements in the Company's 2025 Form 10-K.
Revolving Credit Agreement. The Company maintains 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 additional one-year periods, subject to consent of the banks (the "Credit Agreement"). Our Credit Agreement 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 March 31, 2026, there was no outstanding balance under the Credit Agreement.
Commercial Paper. Under our commercial paper program, we may issue short-term, unsecured commercial paper notes privately placed on a discounted basis through certain broker-dealers at any time not to exceed an aggregate amount of $6.5 billion. Amounts available under the program may be borrowed, repaid and re-borrowed from time to time. The net proceeds of issuances have been and are expected to be used for general corporate purposes. There was no commercial paper balance as of March 31, 2026.
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Interest Expense. Interest expense on long-term and short-term debt was $357 million for the three months ended March 31, 2026 and $362 million for the three months ended March 31, 2025.
Note 7 – Insurance and Contractholder Liabilities
A.Account Balances – Insurance and Contractholder Liabilities
The Company's insurance and contractholder liabilities were comprised of the following:
| March 31, 2026 | December 31, 2025 | March 31, 2025 | |||||||||||||||||||||||||||||||||||||||
| (In millions) | Current | Non-current | Total | Current | Non-current | Total | Total | ||||||||||||||||||||||||||||||||||
| Unpaid claims and claim expenses | |||||||||||||||||||||||||||||||||||||||||
Cigna Healthcare | $ | $ | $ | $ | $ | $ | $ | ||||||||||||||||||||||||||||||||||
| Other | |||||||||||||||||||||||||||||||||||||||||
| Future policy benefits | |||||||||||||||||||||||||||||||||||||||||
Cigna Healthcare | |||||||||||||||||||||||||||||||||||||||||
| Other Operations | |||||||||||||||||||||||||||||||||||||||||
| Contractholder deposit funds | |||||||||||||||||||||||||||||||||||||||||
| Market risk benefits | |||||||||||||||||||||||||||||||||||||||||
| Unearned premiums | |||||||||||||||||||||||||||||||||||||||||
| Total insurance and contractholder liabilities | $ | $ | $ | $ | $ | $ | $ | ||||||||||||||||||||||||||||||||||
Insurance and contractholder liabilities expected to be paid within one year are classified as current.
B.Unpaid Claims and Claim Expenses – Cigna Healthcare
The total of incurred but not reported liabilities plus expected development on reported claims and reported claims in process was $4.7 billion as of March 31, 2026 and $4.4 billion as of March 31, 2025.
Activity, net of intercompany transactions, in the unpaid claims liability for the Cigna Healthcare segment was as follows:
| Three Months Ended March 31, | ||||||||||||||||||||
| (In millions) | 2026 | 2025 (1) | ||||||||||||||||||
| Beginning balance | $ | $ | ||||||||||||||||||
| Less: Reinsurance and other amounts recoverable | ||||||||||||||||||||
| Beginning balance, net | ||||||||||||||||||||
| Incurred costs related to: | ||||||||||||||||||||
| Current year | ||||||||||||||||||||
| Prior years | ( | ( | ||||||||||||||||||
| Total incurred | ||||||||||||||||||||
| Paid costs related to: | ||||||||||||||||||||
| Current year | ||||||||||||||||||||
| Prior years | ||||||||||||||||||||
| Total paid | ||||||||||||||||||||
| Less: Divestiture and other | ||||||||||||||||||||
| Ending balance, net | ||||||||||||||||||||
| Add: Reinsurance and other amounts recoverable | ||||||||||||||||||||
| Ending balance | $ | $ | ||||||||||||||||||
(1) Includes unpaid claims amounts classified as liabilities of businesses held for sale prior to the completion of the HCSC transaction. As of December 31, 2024, includes $983 million classified as liabilities of businesses held for sale.
12
Reinsurance and other amounts recoverable reflect amounts due from reinsurers and policyholders to cover incurred but not reported and pending claims of certain business for which the Company administers the plan benefits without any right of offset. See Note 8 to the Consolidated Financial Statements for additional information on reinsurance.
Variances in incurred costs related to prior years' unpaid claims and claim expenses that resulted from the differences between actual experience and the Company's key assumptions were as follows:
| Three Months Ended March 31, | |||||||||||||||||||||||||||||
| 2026 | 2025 | ||||||||||||||||||||||||||||
| (Dollars in millions) | $ | % (1) | $ | % (2) | |||||||||||||||||||||||||
Actual completion factors and other | $ | % | $ | % | |||||||||||||||||||||||||
| Medical cost trend | |||||||||||||||||||||||||||||
| Total favorable variance | $ | % | $ | % | |||||||||||||||||||||||||
(1)Percentage of current year incurred costs as reported for the year ended December 31, 2025.
(2)Percentage of current year incurred costs as reported for the year ended December 31, 2024.
Favorable prior year development in both years primarily reflects lower than expected utilization of medical services as compared to our assumptions.
C.Future Policy Benefits
The weighted average interest rates applied and duration for future policy benefits in Other Operations, consisting of annuity and life insurance products, were as follows:
| As of | |||||||||||
| March 31, 2026 | March 31, 2025 | ||||||||||
| Interest accretion rate | % | % | |||||||||
| Current discount rate | % | % | |||||||||
| Weighted average duration | |||||||||||
Obligations for annuities represent discounted periodic benefits to be paid to an individual or groups of individuals over their remaining lives. Other Operations' traditional insurance contracts, which are in run-off, have no premium remaining to be collected; therefore, future policy benefit reserves represent the present value of expected future policy benefits, discounted using the current discount rate, and the remaining amortizable deferred profit liability.
Future policy benefits include deferred profit liability of $348 million as of March 31, 2026 and $359 million as of March 31, 2025. Future policy benefits excluding deferred profit liability were $2.8 billion as of March 31, 2026, $2.9 billion as of December 31, 2025, $3.0 billion as of March 31, 2025, and $2.9 billion as of December 31, 2024. Undiscounted expected future policy benefits were $4.1 billion as of March 31, 2026 and $4.3 billion as of March 31, 2025. As of March 31, 2026 and March 31, 2025, $0.8 billion and $0.9 billion, respectively, of the future policy benefit reserve was recoverable through treaties with external reinsurers.
D.Contractholder Deposit Funds
Contractholder deposit fund liabilities within Other Operations were $6.0 billion as of March 31, 2026, $6.1 6.3 37 % of the balance is reinsured externally. Activity in these liabilities is presented net of reinsurance in the Consolidated Statements of Cash Flows.
As of March 31, 2026, the weighted average crediting rate, net amount at risk and cash surrender value for contractholder deposit fund liabilities not effectively exited through reinsurance were 3.19 %, $2.4 billion and $2.8 billion, respectively. The comparative amounts as of March 31, 2025 were 3.20 %, $2.8 billion and $2.8 billion, respectively. More than 99 3.8 billion liability as of March 31, 2026 and the $4.0 billion liability as of March 31, 2025 not reinsured externally is for contracts with guaranteed interest rates of 3 4 1.2 1.0 billion and $1.2 billion was 50 150 1.6 90
13
E.Market Risk Benefits
Liabilities for market risk benefits ("MRBs") consist of variable annuity reinsurance contracts in Other Operations. These liabilities arise under annuities and riders to annuities written by ceding companies that guarantee the benefit received at death and, for a subset of policies, also provide contractholders the option, within 30 days of a policy anniversary after the appropriate waiting period, to elect minimum income payments. The Company's capital market risk exposure on variable annuity reinsurance contracts arises when the reinsured guaranteed minimum benefit exceeds the contractholder's account value in the related underlying mutual funds at the time the insurance benefit is payable under the respective contract. The Company receives and pays premium periodically based on the terms of the reinsurance agreements.
Market risk benefits activity was as follows:
| Three Months Ended March 31, | ||||||||
| (In millions) | 2026 | 2025 | ||||||
| Balance, beginning of year | $ | $ | ||||||
| Balance, beginning of year, before the effect of nonperformance risk (own credit risk) | ||||||||
| Changes due to expected run-off | ( | ( | ||||||
| Changes due to capital markets versus expected | ||||||||
| Changes due to policyholder behavior versus expected | ( | |||||||
| Balance, end of period, before the effect of changes in nonperformance risk (own credit risk) | ||||||||
| Nonperformance risk (own credit risk), end of period | ( | ( | ||||||
| Balance, end of period | $ | $ | ||||||
| Reinsured market risk benefit, end of period | $ | $ | ||||||
The following table presents the net amount at risk and the average attained age of contractholders (weighted by exposure) for contracts assumed by the Company. The net amount at risk is the amount the Company would have to pay to contractholders if all deaths or annuitizations occurred as of the earliest possible date in accordance with the insurance contract. The Company should be reimbursed in full for these payments unless the Berkshire reinsurance limit is exceeded, as discussed further in Note 8 to the Consolidated Financial Statements.
| (Dollars in millions, excludes impact of reinsurance ceded) | March 31, 2026 | March 31, 2025 | |||||||||
| Net amount at risk | $ | $ | |||||||||
| Average attained age of contractholders (weighted by exposure) | |||||||||||
Note 8 – Reinsurance
The Company's insurance subsidiaries enter into agreements with other insurance companies to limit losses from large exposures and to permit recovery of a portion of incurred losses. Reinsurance is ceded primarily in acquisition and disposition transactions when the underwriting company is not being acquired. Reinsurance does not relieve the originating insurer of liability. Therefore, reinsured liabilities must continue to be reported along with the related reinsurance recoverables. The Company regularly evaluates the financial condition of its reinsurers and monitors concentrations of its credit risk.
The majority of the Company's reinsurance recoverables resulted from acquisition and disposition transactions in which the underwriting company was not acquired. The Company bears the risk of loss if its reinsurers and retrocessionaires do not meet or are unable to meet their reinsurance obligations to the Company. The Company reviews its reinsurance arrangements and establishes reserves against the recoverables primarily for expected credit losses.
14
The Company's reinsurance recoverables as of March 31, 2026 are presented at amount due by range of external credit rating and collateral level in the following table, with reinsurance recoverables that are market risk benefits separately presented at fair value:
| (In millions) | Fair Value of Collateral Contractually Required to Meet or Exceed Carrying Value of Recoverable | Collateral Provisions Exist That May Mitigate Risk of Credit Loss (1) | No Collateral | Total | ||||||||||||||||||||||
| Ongoing operations | ||||||||||||||||||||||||||
A- equivalent and higher current ratings (2) | $ | $ | $ | $ | ||||||||||||||||||||||
BBB- to BBB+ equivalent current credit ratings (2) | ||||||||||||||||||||||||||
| Not rated | ||||||||||||||||||||||||||
| Acquisition, disposition or run-off activities | ||||||||||||||||||||||||||
BBB+ equivalent and higher current ratings (2)(3) | ||||||||||||||||||||||||||
| Not rated | ||||||||||||||||||||||||||
| Total reinsurance recoverables before market risk benefits | $ | $ | $ | $ | ||||||||||||||||||||||
| Allowance for uncollectible reinsurance | ( | |||||||||||||||||||||||||
| Market risk benefits | ||||||||||||||||||||||||||
Total reinsurance recoverables (4) | $ | |||||||||||||||||||||||||
(1)Includes collateral provisions requiring the reinsurer to fully collateralize its obligation if its external credit rating is downgraded to a specified level.
(2)Certified by a nationally recognized statistical ratings organization ("NRSRO").
(3)Comprised of six reinsurers, of which 77 % is held by two reinsurers, Lincoln National Life Insurance Company and Lincoln Life and Annuity Company of New York.
(4)Includes $122 million of current reinsurance recoverables that are reported in Other current assets.
Note 9 – Investments
The following table summarizes the Company's investments by category and current or long-term classification:
| March 31, 2026 | December 31, 2025 | |||||||||||||||||||||||||||||||||||||
| (In millions) | Current | Long-Term | Total | Current | Long-Term | Total | ||||||||||||||||||||||||||||||||
| Debt securities | $ | $ | $ | $ | $ | $ | ||||||||||||||||||||||||||||||||
| Equity securities | ||||||||||||||||||||||||||||||||||||||
| Commercial mortgage loans | ||||||||||||||||||||||||||||||||||||||
| Policy loans | ||||||||||||||||||||||||||||||||||||||
| Other long-term investments | ||||||||||||||||||||||||||||||||||||||
| Short-term investments | ||||||||||||||||||||||||||||||||||||||
| Total | $ | $ | $ | $ | $ | $ | ||||||||||||||||||||||||||||||||
15
A.Investment Portfolio
Debt Securities
The amortized cost and fair value by contractual maturity periods for debt securities were as follows as of March 31, 2026:
| (In millions) | Amortized Cost | Fair Value | ||||||||||||
| Due in one year or less | $ | $ | ||||||||||||
| Due after one year through five years | ||||||||||||||
| Due after five years through ten years | ||||||||||||||
| Due after ten years | ||||||||||||||
| Mortgage and other asset-backed securities | ||||||||||||||
| Total | $ | $ | ||||||||||||
Actual maturities of these securities could differ from their contractual maturities used in the table above because issuers may have the right to call or prepay obligations, with or without penalties.
Gross unrealized appreciation (depreciation) on debt securities by type of issuer is shown below:
| (In millions) | Amortized Cost | Allowance for Credit Loss | Unrealized Appreciation | Unrealized Depreciation | Fair Value | |||||||||||||||||||||||||||
| March 31, 2026 | ||||||||||||||||||||||||||||||||
| Federal government and agency | $ | $ | $ | $ | ( | $ | ||||||||||||||||||||||||||
| State and local government | ||||||||||||||||||||||||||||||||
| Foreign government | ( | |||||||||||||||||||||||||||||||
| Corporate | ( | ( | ||||||||||||||||||||||||||||||
| Mortgage and other asset-backed | ( | |||||||||||||||||||||||||||||||
| Total | $ | $ | ( | $ | $ | ( | $ | |||||||||||||||||||||||||
| December 31, 2025 | ||||||||||||||||||||||||||||||||
| Federal government and agency | $ | $ | $ | $ | ( | $ | ||||||||||||||||||||||||||
| State and local government | ||||||||||||||||||||||||||||||||
| Foreign government | ( | |||||||||||||||||||||||||||||||
| Corporate | ( | ( | ||||||||||||||||||||||||||||||
| Mortgage and other asset-backed | ( | |||||||||||||||||||||||||||||||
| Total | $ | $ | ( | $ | $ | ( | $ | |||||||||||||||||||||||||
Review of Declines in Fair Value. Management reviews debt securities in an unrealized loss position to determine whether a credit loss allowance is needed based on criteria that include severity of decline; financial health and specific prospects of the issuer; and changes in the regulatory, economic or general market environment of the issuer's industry or geographic region.
The table below summarizes debt securities with a decline in fair value from amortized cost for which an allowance for credit losses has not been recorded (by investment grade and the length of time these securities have been in an unrealized loss position). Unrealized depreciation on these debt securities is primarily due to declines in fair value resulting from increasing interest rates since these securities were purchased.
| March 31, 2026 | December 31, 2025 | |||||||||||||||||||||||||||||||||||||||||||||||||
| (Dollars in millions) | Fair Value | Amortized Cost | Unrealized Depreciation | Number of Issues | Fair Value | Amortized Cost | Unrealized Depreciation | Number of Issues | ||||||||||||||||||||||||||||||||||||||||||
| One year or less | ||||||||||||||||||||||||||||||||||||||||||||||||||
| Investment grade | $ | $ | $ | ( | $ | $ | $ | ( | ||||||||||||||||||||||||||||||||||||||||||
| Below investment grade | ( | ( | ||||||||||||||||||||||||||||||||||||||||||||||||
| More than one year | ||||||||||||||||||||||||||||||||||||||||||||||||||
| Investment grade | ( | ( | ||||||||||||||||||||||||||||||||||||||||||||||||
| Below investment grade | ( | ( | ||||||||||||||||||||||||||||||||||||||||||||||||
| Total | $ | $ | $ | ( | $ | $ | $ | ( | ||||||||||||||||||||||||||||||||||||||||||
16
Equity Securities
The following table provides the values of the Company's equity security investments:
| March 31, 2026 | December 31, 2025 | |||||||||||||||||||||||||
| (In millions) | Cost | Carrying Value | Cost | Carrying Value | ||||||||||||||||||||||
| Equity securities with readily determinable fair values | $ | $ | $ | $ | ||||||||||||||||||||||
| Equity securities with no readily determinable fair value | ||||||||||||||||||||||||||
| Total | $ | $ | $ | $ | ||||||||||||||||||||||
Commercial Mortgage Loans
Mortgage loans held by the Company are made exclusively to commercial borrowers and are diversified by property type, location and borrower. Loans are generally issued at fixed rates of interest and are secured by high-quality, primarily completed and substantially leased operating properties.
The Company regularly evaluates and monitors credit risk from the initial mortgage loan underwriting and throughout the investment holding period. The annual portfolio review performed in the second quarter of 2025 confirmed ongoing strong overall credit quality in line with the previous year's results. For more information on the Company's accounting policies and methodologies regarding these investments, see Note 11 to the Consolidated Financial Statements in the Company's 2025 Form 10-K.
The following table summarizes the credit risk profile of the Company's commercial mortgage loan portfolio:
| (Dollars in millions) | March 31, 2026 | December 31, 2025 | |||||||||||||||||||||||||||||||||||||||
| Loan-to-Value Ratio | Carrying Value | Average Debt Service Coverage Ratio | Average Loan-to-Value Ratio | Carrying Value | Average Debt Service Coverage Ratio | Average Loan-to-Value Ratio | |||||||||||||||||||||||||||||||||||
| Below 60% | $ | $ | |||||||||||||||||||||||||||||||||||||||
| 60% to 79% | |||||||||||||||||||||||||||||||||||||||||
| 80% to 100% | |||||||||||||||||||||||||||||||||||||||||
| Total | $ | % | $ | % | |||||||||||||||||||||||||||||||||||||
Other Long-Term Investments
Other long-term investments include investments in unconsolidated entities, including certain limited partnerships and limited liability companies holding real estate, securities or loans. These investments are carried at cost plus the Company's ownership percentage of reporting income or loss, based on the financial statements of the underlying investments that are generally reported at fair value. Income or loss from these investments is reported on a one-quarter lag due to the timing of when financial information is received from the general partner or manager of the investments.
| Carrying Value as of | ||||||||||||||
| (In millions) | March 31, 2026 | December 31, 2025 | ||||||||||||
| Real estate investments | $ | $ | ||||||||||||
| Securities partnerships | ||||||||||||||
| Other | ||||||||||||||
| Total | $ | $ | ||||||||||||
17
B.Derivative Financial Instruments
The Company uses derivative financial instruments to manage the characteristics of investment assets (such as duration, yield, currency and liquidity) to meet the varying demands of the related insurance and contractholder liabilities. The Company also uses derivative financial instruments to hedge the risk of changes in the net assets of certain of its foreign subsidiaries due to changes in foreign currency exchange rates and to hedge the interest rate risk of certain long-term debt. The Company also has derivative instruments associated with certain equity securities; see Note 12A to the Consolidated Financial Statements in the Company’s 2025 Form 10-K for further information.
As of March 31, 2026, the notional value of interest rate swap contracts increased to $3.5 billion compared with $3.2 billion as of December 31, 2025. There were no other material changes to the Company's individual derivative hedging strategies during the three months ended March 31, 2026. Please refer to the Company's 2025 Form 10-K for further discussion of the types of derivative financial instruments and associated accounting policies. The effects of derivative financial instruments used in our individual hedging strategies were not material to the Consolidated Financial Statements as of March 31, 2026 and December 31, 2025. The gross fair values of our derivative financial instruments are presented in Note 10 to the Consolidated Financial Statements.
C.Investment Gains and Losses
Note 10 – Fair Value Measurements
For a description of the policies, methods and assumptions that are used to estimate fair value and determine the fair value hierarchy for each class of financial instruments, see Note 12 to the Consolidated Financial Statements in the Company's 2025 Form 10-K.
A.Financial Assets and Financial Liabilities Carried at Fair Value
The following table provides information about the Company's investment and derivative financial assets and liabilities carried at fair value on a recurring basis. Further information regarding insurance assets and liabilities carried at fair value is provided in Note 9E to the Consolidated Financial Statements in the Company's 2025 Form 10-K. Separate account assets are also recorded at fair value on the Company's Consolidated Balance Sheets and are reported separately in the Separate Accounts section below as gains and losses related to these assets generally accrue directly to contractholders.
| (In millions) | Quoted Prices in Active Markets for Identical Assets (Level 1) | Significant Other Observable Inputs (Level 2) | Significant Unobservable Inputs (Level 3) | Total | ||||||||||||||||||||||||||||||||||||||||||||||
| March 31, 2026 | December 31, 2025 | March 31, 2026 | December 31, 2025 | March 31, 2026 | December 31, 2025 | March 31, 2026 | December 31, 2025 | |||||||||||||||||||||||||||||||||||||||||||
| Financial assets at fair value | ||||||||||||||||||||||||||||||||||||||||||||||||||
| Debt securities | ||||||||||||||||||||||||||||||||||||||||||||||||||
| Federal government and agency | $ | $ | $ | $ | $ | $ | $ | $ | ||||||||||||||||||||||||||||||||||||||||||
| State and local government | ||||||||||||||||||||||||||||||||||||||||||||||||||
| Foreign government | ||||||||||||||||||||||||||||||||||||||||||||||||||
Corporate | ||||||||||||||||||||||||||||||||||||||||||||||||||
| Mortgage and other asset-backed | ||||||||||||||||||||||||||||||||||||||||||||||||||
| Total debt securities | ||||||||||||||||||||||||||||||||||||||||||||||||||
Equity securities (1) | ||||||||||||||||||||||||||||||||||||||||||||||||||
| Short-term investments | ||||||||||||||||||||||||||||||||||||||||||||||||||
| Derivative assets | ||||||||||||||||||||||||||||||||||||||||||||||||||
| Financial liabilities at fair value | ||||||||||||||||||||||||||||||||||||||||||||||||||
| Derivative liabilities | $ | $ | $ | $ | $ | $ | $ | $ | ||||||||||||||||||||||||||||||||||||||||||
(1)Excludes certain equity securities that have no readily determinable fair value.
18
Level 3 Financial Assets and Financial Liabilities
Certain inputs for instruments classified in Level 3 are unobservable (supported by little or no market activity) and significant to their resulting fair value measurement. Unobservable inputs reflect the Company's best estimate of what hypothetical market participants would use to determine a transaction price for the asset or liability at the reporting date. Additionally, as discussed in Note 9E to the Consolidated Financial Statements in the Company's 2025 Form 10-K, the Company classifies variable annuity assets and liabilities in Level 3 of the fair value hierarchy.
The following table summarizes the fair value and significant unobservable inputs that were developed directly by the Company and used in pricing these debt securities. The range and weighted average basis point amounts for liquidity reflect the Company's best estimates of the unobservable adjustments a market participant would make to calculate these fair values. An increase in liquidity spread adjustments would result in a lower fair value measurement, while a decrease would result in a higher fair value measurement.
| Fair Value as of | Unobservable Adjustment Range (Weighted Average by Quantity) as of | ||||||||||||||||||||||||||||||||||
| (Fair value in millions) | March 31, 2026 | December 31, 2025 | Unobservable Input March 31, 2026 | March 31, 2026 | December 31, 2025 | ||||||||||||||||||||||||||||||
| Debt securities | |||||||||||||||||||||||||||||||||||
| Corporate | $ | $ | Liquidity | bps | bps | ||||||||||||||||||||||||||||||
| Mortgage and other asset-backed securities | Liquidity | bps | bps | ||||||||||||||||||||||||||||||||
| Other debt securities | |||||||||||||||||||||||||||||||||||
| Total Level 3 debt securities | $ | $ | |||||||||||||||||||||||||||||||||
Information about Derivative Instruments. See Note 12A to the Consolidated Financial Statements in the Company’s 2025 Form 10-K for further information regarding our Level 3 derivative instruments.
Changes in Level 3 Financial Assets and Financial Liabilities Carried at Fair Value
The following table summarizes the changes in financial assets and financial liabilities classified in Level 3. Gains and losses reported in the table may include net changes in fair value that are attributable to both observable and unobservable inputs.
| Three Months Ended March 31, | |||||||||||||||||||||||
| (In millions) | 2026 | 2025 | |||||||||||||||||||||
| Beginning balance | $ | $ | |||||||||||||||||||||
Gains (losses) included in Shareholders' net income | ( | ||||||||||||||||||||||
(Losses) gains included in Other comprehensive loss | ( | ||||||||||||||||||||||
| Purchases, sales and settlements | |||||||||||||||||||||||
| Purchases | |||||||||||||||||||||||
| Sales | ( | ||||||||||||||||||||||
| Settlements | ( | ( | |||||||||||||||||||||
| Total purchases, sales and settlements | ( | ||||||||||||||||||||||
| Transfers into / (out of) Level 3 | |||||||||||||||||||||||
| Transfers into Level 3 | |||||||||||||||||||||||
| Transfers out of Level 3 | ( | ( | |||||||||||||||||||||
| Total transfers into / (out of) Level 3 | ( | ( | |||||||||||||||||||||
| Ending balance | $ | $ | |||||||||||||||||||||
Total gains (losses) included in Shareholders' net income attributable to instruments held at the reporting date | $ | $ | ( | ||||||||||||||||||||
Change in unrealized gain or (loss) included in Other comprehensive loss for assets held at the end of the reporting period | $ | ( | $ | ||||||||||||||||||||
Total gains and losses included in Shareholders' net income in the table above are reflected in the Consolidated Statements of Income as and as . Gains and losses included in Other comprehensive loss, net of tax, in the table above are reflected in in the Consolidated Statements of Comprehensive Income.
19
Separate Accounts
Fair values of Separate account assets were as follows:
| Quoted Prices in Active Markets for Identical Assets (Level 1) | Significant Other Observable Inputs (Level 2) | Significant Unobservable Inputs (Level 3) | Total | |||||||||||||||||||||||
| (In millions) | March 31, 2026 | December 31, 2025 | March 31, 2026 | December 31, 2025 | March 31, 2026 | December 31, 2025 | March 31, 2026 | December 31, 2025 | ||||||||||||||||||
Guaranteed separate accounts (see Note 14) | $ | $ | $ | $ | $ | $ | $ | $ | ||||||||||||||||||
Non-guaranteed separate accounts (1) | ||||||||||||||||||||||||||
| Subtotal | $ | $ | $ | $ | $ | $ | ||||||||||||||||||||
Non-guaranteed separate accounts priced at net asset value as a practical expedient (1) | ||||||||||||||||||||||||||
| Total | $ | $ | ||||||||||||||||||||||||
(1)Non-guaranteed separate accounts include $3.7 billion as of March 31, 2026 and $3.8 billion as of December 31, 2025 in assets supporting the Company's pension plans, including $0.1 billion classified in Level 3 as of March 31, 2026 and $0.2 billion as of December 31, 2025. Non-guaranteed separate accounts are primarily comprised of securities partnerships, real estate and real estate funds.
B.Assets and Liabilities Measured at Fair Value under Certain Conditions
Some financial assets and liabilities are not carried at fair value, such as commercial mortgage loans that are carried at unpaid principal, investment real estate that is carried at depreciated cost and equity securities with no readily determinable fair value when there are no observable market transactions. However, these financial assets and liabilities may be measured using fair value under certain conditions, such as when investments become impaired and are written down to their fair value, or when there are observable price changes from orderly market transactions of equity securities that otherwise had no readily determinable fair value.
For the three months ended March 31, 2026 and 2025, impairments recognized requiring the assets and liabilities described above to be measured at fair value were not material. Observable price changes for equity securities with no readily determinable fair value were not material for the three months ended March 31, 2026 or March 31, 2025.
20
C.Fair Value Disclosures for Financial Instruments Not Carried at Fair Value
The following table includes the Company's financial instruments not recorded at fair value but for which fair value disclosure is required. In addition to universal life products and finance leases, financial instruments that are carried in the Company's Consolidated Balance Sheets at amounts that approximate fair value are excluded from the following table.
| Classification in Fair Value Hierarchy | March 31, 2026 | December 31, 2025 | ||||||||||||||||||||||||||||||
| (In millions) | Fair Value | Carrying Value | Fair Value | Carrying Value | ||||||||||||||||||||||||||||
| Commercial mortgage loans | Level 3 | $ | $ | $ | $ | |||||||||||||||||||||||||||
| Long-term debt, including current maturities, excluding finance leases | Level 2 | $ | $ | $ | $ | |||||||||||||||||||||||||||
Note 11 – Accumulated Other Comprehensive Income (Loss)
Accumulated Other Comprehensive Income (Loss) ("AOCI") includes net unrealized appreciation/depreciation on securities and derivatives, change in discount rate and instrument-specific credit risk for certain long-duration insurance contractholder liabilities (see Note 7 to the Consolidated Financial Statements), foreign currency translation, and the net postretirement benefits liability adjustment. AOCI includes the Company's share from unconsolidated entities reported on the equity method. Generally, tax effects in AOCI are established at the currently enacted tax rate and reclassified to Shareholders' net income in the same period that the related pre-tax AOCI reclassifications are recognized.
Shareholders' other comprehensive loss, net of tax, for the three months ended March 31, 2026 and March 31, 2025 is primarily attributable to the change in discount rates for certain long-duration liabilities and unrealized changes in the market values of securities and derivatives, including the impacts from unconsolidated entities reported on the equity method.
Changes in the components of AOCI were as follows:
| Three Months Ended March 31, | |||||||||||||||||||||||||||||||||||
| (In millions) | 2026 | 2025 | |||||||||||||||||||||||||||||||||
| Securities and derivatives | |||||||||||||||||||||||||||||||||||
| Beginning balance | $ | $ | |||||||||||||||||||||||||||||||||
Unrealized (depreciation) on securities and derivatives, before reclassification, net of tax benefit of $ | ( | ( | |||||||||||||||||||||||||||||||||
Amounts reclassified to Shareholders' net income, net of tax (benefit) of $( | |||||||||||||||||||||||||||||||||||
Other comprehensive (loss), net of tax | ( | ( | |||||||||||||||||||||||||||||||||
| Ending balance | $ | $ | |||||||||||||||||||||||||||||||||
| Net long-duration insurance and contractholder liabilities measurement adjustments | |||||||||||||||||||||||||||||||||||
| Beginning balance | $ | ( | $ | ( | |||||||||||||||||||||||||||||||
Net current period change in discount rate for certain long-duration liabilities, before reclassification, net of tax benefit of $ | ( | ( | |||||||||||||||||||||||||||||||||
Amounts reclassified to Shareholders' net income, net of tax expense of $ | ( | ||||||||||||||||||||||||||||||||||
Net current period change in discount rate for certain long-duration liabilities, net of tax benefit of $ | ( | ( | |||||||||||||||||||||||||||||||||
Net current period change in instrument-specific credit risk for market risk benefits, net of tax benefit of $ | ( | ||||||||||||||||||||||||||||||||||
Other comprehensive (loss), net of tax | ( | ( | |||||||||||||||||||||||||||||||||
| Ending balance | $ | ( | $ | ( | |||||||||||||||||||||||||||||||
| Translation of foreign currencies | |||||||||||||||||||||||||||||||||||
| Beginning balance | $ | ( | $ | ( | |||||||||||||||||||||||||||||||
Net translation of foreign currencies, before reclassification, net of tax benefit (expense) of $ | ( | ||||||||||||||||||||||||||||||||||
| Ending balance | $ | ( | $ | ( | |||||||||||||||||||||||||||||||
| Postretirement benefits liability | |||||||||||||||||||||||||||||||||||
| Beginning balance | $ | ( | $ | ( | |||||||||||||||||||||||||||||||
Amounts reclassified to Shareholders' net income, net of tax (benefit) of $( | |||||||||||||||||||||||||||||||||||
| Ending balance | $ | ( | $ | ( | |||||||||||||||||||||||||||||||
| Total Accumulated other comprehensive loss | |||||||||||||||||||||||||||||||||||
| Beginning balance | $ | ( | $ | ( | |||||||||||||||||||||||||||||||
Shareholders' other comprehensive (loss), net of tax benefit of $ | ( | ( | |||||||||||||||||||||||||||||||||
| Ending balance | $ | ( | $ | ( | |||||||||||||||||||||||||||||||
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Note 12 – Strategic Optimization Program
In the first quarter of 2025, the Company commenced an enterprise-wide initiative to evolve our business and deliver a more efficient and improved experience for our patients, providers and customers. The Company expects that the program will continue through 2028 and is continuing to evaluate additional opportunities to improve the overall efficiency and effectiveness of our operations. The program includes severance and other employee costs, asset impairments and accelerated asset amortization, and the operating results of certain small non-strategic businesses that we plan to discontinue.
During the three months ended March 31, 2026, we reported total costs of $380 million pre-tax ($290 million after-tax) associated with this initiative, compared with $215 million ($163 million after-tax) for the three months ended March 31, 2025. The total costs for the three months ended March 31, 2026 included $377 million, pre-tax in Selling, general and administrative expenses, which was primarily associated with severance ($337 million). The total costs for the three months ended March 31, 2025 included $198 million, pre-tax in Selling, general and administrative expenses, which was primarily associated with severance ($171 million).
Program-to-date total costs of $1,129 million pre-tax ($855 million after-tax) included $993 million in Selling, general and administrative expenses, which were primarily associated with severance ($715 million) and asset impairments ($101 million). The remainder of the total program costs reflects the operating results of certain non-strategic businesses. We expect substantially all of the accrued liability to be paid by the end of 2026. See Note 15 to the Consolidated Financial Statements for further details of the strategic optimization program by segment.
The following table presents a roll forward of the accrued liability recorded in Accrued expenses and other liabilities:
| (In millions) | |||||
Balance, December 31, 2025 | $ | ||||
2026 charges | |||||
2026 payments | ( | ||||
Balance, March 31, 2026 | $ | ||||
Note 13 – Income Taxes
Note 14 – Contingencies and Other Matters
The Company, through its subsidiaries, is contingently liable for various guarantees provided in the ordinary course of business.
A.Financial Guarantees: Retiree and Life Insurance Benefits
The Company does not expect that these financial guarantees will have a material effect on the Company's consolidated results of operations, liquidity or financial condition.
B.Certain Other Guarantees
The Company had indemnification obligations as of March 31, 2026 in connection with acquisition and disposition transactions. These indemnification obligations are triggered by the breach of representations or covenants provided by the Company, such as representations for the presentation of financial statements, filing of tax returns, compliance with laws or regulations, or identification of outstanding litigation. These obligations are typically subject to various time limitations, defined by the contract or by operation of law, such as statutes of limitation. In some cases, the maximum potential amount due is subject to contractual limitations based on a stated dollar amount or a percentage of the transaction purchase price, while in other cases limitations are not specified or applicable.
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C.Guaranty Fund Assessments
The Company operates in a regulatory environment that may require its participation in assessments under state insurance guaranty association laws. The Company's exposure to assessments for certain obligations of insolvent insurance companies to policyholders and claimants is based on its share of business written in the relevant jurisdictions. There were no material charges or credits resulting from existing or new guaranty fund assessments for the three months ended March 31, 2026.
D.Legal and Regulatory Matters
The Company is routinely involved in numerous claims, lawsuits, regulatory inquiries and audits, government investigations, including under the federal False Claims Act and state false claims acts initiated by a government investigating body or by a qui tam relator's filing of a complaint under court seal, and other legal matters arising, for the most part, in the ordinary course of managing a global health services business. Additionally, the Company has received and is cooperating with subpoenas or similar processes from various governmental agencies requesting information, all arising in the normal course of its business. Disputed tax matters arising from audits by the Internal Revenue Service or other state and foreign jurisdictions, including those resulting in litigation, are accounted for under GAAP guidance for uncertain tax positions.
Note 15 – Segment Information
See Note 1 to the Consolidated Financial Statements for a description of our segments. A description of our basis for reporting segment operating results is outlined below. Intersegment revenues primarily reflect pharmacy and care services transactions between the Evernorth Health Services and Cigna Healthcare segments. The Chair and Chief Executive Officer is the chief operating decision maker ("CODM") responsible for making decisions about resources to be allocated to each segment and assessing its performance.
The Company uses "pre-tax adjusted income (loss) from operations" and "adjusted revenues" as its principal financial measures of segment operating performance because management, including the CODM, believes these metrics reflect the underlying results of business operations and facilitate analysis of trends in underlying revenue, expenses and profitability to enable resource allocation decisions. We define pre-tax adjusted income (loss) from operations as income (loss) before income taxes excluding pre-tax income (loss) attributable to noncontrolling interests, net investment gains/losses, amortization of acquired intangible assets and special items. The Cigna Group's share of certain investment results of its joint ventures reported in the Cigna Healthcare segment using the equity method of accounting are also excluded. Special items are matters that management, including the CODM, believes are not representative of the underlying results of normal, recurring operations due to their nature or size. Adjusted income (loss) from operations is measured on an after-tax basis for consolidated results and on a pre-tax basis for segment results.
The Company does not report total assets by segment because this is not a metric used by the CODM to allocate resources or evaluate segment performance.
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The following table presents the special items charges (benefits) recorded by the Company, as well as the respective financial statement line items impacted:
| Three Months Ended March 31, | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| 2026 | 2025 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| (In millions) | Pre-tax | After-tax | Pre-tax | After-tax | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Strategic optimization program (primarily Selling, general and administrative expenses) | $ | $ | $ | $ | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Integration and transaction-related costs (Selling, general and administrative expenses) | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Deferred tax expenses, net (Income taxes, less amount attributable to noncontrolling interests) | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
(Gain) on sale of businesses | ( | ( | ( | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
(Benefits) associated with litigation matters (Selling, general and administrative expenses) | ( | ( | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Total impact from special items | $ | $ | $ | $ | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Integration and Transaction-Related Costs. For the three months ended March 31, 2026 and March 31, 2025 the Company incurred transaction-related costs, as shown in the table above, associated with the HCSC transaction. These costs incurred consisted primarily of post-closing technology activities to separate the divested systems; fees for legal, advisory and other professional services; and certain employment-related costs.
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Summarized segment financial information was as follows:
| (In millions) | Evernorth Health Services | Cigna Healthcare | Other Operations | Corporate and Eliminations | Total | ||||||||||||||||||||||||||||||
| Three months ended March 31, 2026 | |||||||||||||||||||||||||||||||||||
| Revenues from external customers | $ | $ | $ | $ | $ | ||||||||||||||||||||||||||||||
| Intersegment revenues | ( | ||||||||||||||||||||||||||||||||||
Net investment income | |||||||||||||||||||||||||||||||||||
| Total revenues | ( | ||||||||||||||||||||||||||||||||||
Net investment results from certain equity method investments | |||||||||||||||||||||||||||||||||||
| Adjusted revenues | $ | $ | $ | $ | ( | $ | |||||||||||||||||||||||||||||
| Pharmacy and other service costs | |||||||||||||||||||||||||||||||||||
| Medical costs | |||||||||||||||||||||||||||||||||||
| Selling, general and administrative expenses | |||||||||||||||||||||||||||||||||||
Other segment items (1) | |||||||||||||||||||||||||||||||||||
| Interest (expense) and other | ( | ||||||||||||||||||||||||||||||||||
| Less: Income attributable to noncontrolling interests | |||||||||||||||||||||||||||||||||||
| Pre-tax adjusted income (loss) from operations | ( | ||||||||||||||||||||||||||||||||||
Income (loss) before income taxes | $ | $ | $ | $ | ( | $ | |||||||||||||||||||||||||||||
| Pre-tax adjustments to reconcile to adjusted income from operations | |||||||||||||||||||||||||||||||||||
(Income) attributable to noncontrolling interests | ( | ( | |||||||||||||||||||||||||||||||||
Net investment (gains) losses (2) | ( | ( | ( | ||||||||||||||||||||||||||||||||
| Amortization of acquired intangible assets | |||||||||||||||||||||||||||||||||||
| Special items | |||||||||||||||||||||||||||||||||||
Strategic optimization program | |||||||||||||||||||||||||||||||||||
Integration and transaction-related costs | |||||||||||||||||||||||||||||||||||
(Benefits) associated with litigation matters | ( | ( | |||||||||||||||||||||||||||||||||
| Pre-tax adjusted income (loss) from operations | $ | $ | $ | $ | ( | $ | |||||||||||||||||||||||||||||
| Other segment information | |||||||||||||||||||||||||||||||||||
| Depreciation and amortization | $ | $ | $ | $ | $ | ||||||||||||||||||||||||||||||
(1)Other segment items represent the difference between segment adjusted revenues less significant segment expenses and pre-tax adjusted income (loss) from operations, and they do not represent significant segment items relative to the CODM's review and oversight.
(2)Includes Net investment gains/losses as presented in our Consolidated Statements of Income, as well as the Company's share of certain investment results of its joint ventures reported in the Cigna Healthcare segment using the equity method of accounting, which are presented within Fees and other revenues in our Consolidated Statements of Income.
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| (In millions) | Evernorth Health Services | Cigna Healthcare | Other Operations | Corporate and Eliminations | Total | ||||||||||||||||||||||||||||||
| Three months ended March 31, 2025 | |||||||||||||||||||||||||||||||||||
| Revenues from external customers | $ | $ | $ | $ | $ | ||||||||||||||||||||||||||||||
| Intersegment revenues | ( | ||||||||||||||||||||||||||||||||||
Net investment income | |||||||||||||||||||||||||||||||||||
| Total revenues | ( | ||||||||||||||||||||||||||||||||||
| Net investment results from certain equity method investments | ( | ( | |||||||||||||||||||||||||||||||||
| Adjusted revenues | $ | $ | $ | $ | ( | $ | |||||||||||||||||||||||||||||
| Pharmacy and other service costs | |||||||||||||||||||||||||||||||||||
| Medical costs | |||||||||||||||||||||||||||||||||||
| Selling, general and administrative expenses | |||||||||||||||||||||||||||||||||||
Other segment items (1) | |||||||||||||||||||||||||||||||||||
| Interest (expense) and other | |||||||||||||||||||||||||||||||||||
| Less: Income attributable to noncontrolling interests | |||||||||||||||||||||||||||||||||||
| Pre-tax adjusted income (loss) from operations | ( | ||||||||||||||||||||||||||||||||||
Income (loss) before income taxes | $ | $ | $ | ( | $ | ( | $ | ||||||||||||||||||||||||||||
| Pre-tax adjustments to reconcile to adjusted income from operations | |||||||||||||||||||||||||||||||||||
(Income) attributable to noncontrolling interests | ( | ( | |||||||||||||||||||||||||||||||||
Net investment (gains) losses (2) | ( | ( | ( | ||||||||||||||||||||||||||||||||
| Amortization of acquired intangible assets | |||||||||||||||||||||||||||||||||||
| Special items | |||||||||||||||||||||||||||||||||||
Integration and transaction-related costs | |||||||||||||||||||||||||||||||||||
Strategic optimization program | |||||||||||||||||||||||||||||||||||
(Gain) on sale of businesses | ( | ( | ( | ||||||||||||||||||||||||||||||||
| Pre-tax adjusted income (loss) from operations | $ | $ | $ | $ | ( | $ | |||||||||||||||||||||||||||||
| Other segment information | |||||||||||||||||||||||||||||||||||
| Depreciation and amortization | $ | $ | $ | $ | $ | ||||||||||||||||||||||||||||||
(1)Other segment items represent the difference between segment adjusted revenues less significant segment expenses and pre-tax adjusted income (loss) from operations, and they do not represent significant segment items relative to the CODM's review and oversight.
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Revenue from external customers includes Pharmacy revenues, Premiums, and Fees and other revenues. The following table presents these revenues by product, premium and service type:
| Three Months Ended March 31, | |||||||||||||||||||||||||||||
| (In millions) | 2026 | 2025 | |||||||||||||||||||||||||||
| Products (Pharmacy revenues) (ASC 606) | |||||||||||||||||||||||||||||
| Network revenues | $ | $ | |||||||||||||||||||||||||||
| Home delivery and specialty revenues | |||||||||||||||||||||||||||||
| Other revenues | |||||||||||||||||||||||||||||
Total Evernorth Health Services | |||||||||||||||||||||||||||||
Other Operations | |||||||||||||||||||||||||||||
| Corporate and eliminations | ( | ( | |||||||||||||||||||||||||||
Total Pharmacy revenues | |||||||||||||||||||||||||||||
| Insurance premiums (ASC 944) | |||||||||||||||||||||||||||||
Cigna Healthcare | |||||||||||||||||||||||||||||
U.S. Healthcare | |||||||||||||||||||||||||||||
| Employer insured | |||||||||||||||||||||||||||||
| Medicare Advantage | |||||||||||||||||||||||||||||
| Stop loss | |||||||||||||||||||||||||||||
| Individual and Family Plans | |||||||||||||||||||||||||||||
| Other | |||||||||||||||||||||||||||||
U.S. Healthcare | |||||||||||||||||||||||||||||
| International Health | |||||||||||||||||||||||||||||
| Total Cigna Healthcare | |||||||||||||||||||||||||||||
| Other Operations | |||||||||||||||||||||||||||||
| Corporate and eliminations | |||||||||||||||||||||||||||||
Total Premiums | |||||||||||||||||||||||||||||
Services (Fees) (ASC 606) and other revenues (1) | |||||||||||||||||||||||||||||
Evernorth Health Services | |||||||||||||||||||||||||||||
Cigna Healthcare | |||||||||||||||||||||||||||||
Other Operations | ( | ||||||||||||||||||||||||||||
| Corporate and eliminations | ( | ( | |||||||||||||||||||||||||||
Total Fees and other revenues (1) | |||||||||||||||||||||||||||||
| Total revenues from external customers | $ | $ | |||||||||||||||||||||||||||
(1)Other revenues for the three months ended March 31, 2026 and 2025 were $159 million and $162 million, respectively.
Financial and performance guarantees. Evernorth Health Services may also provide certain financial and performance guarantees, including a minimum level of discounts a client may receive, generic utilization rates and various service levels. Clients may be entitled to receive compensation if we fail to meet the guarantees. Actual performance is compared to the contractual guarantee for each measure throughout the period, and the Company defers revenue for any estimated payouts within Accrued expenses and other liabilities (current). These estimates are adjusted and paid following the end of the annual guarantee period. Historically, adjustments to original estimates have not been material. This guarantee liability was $2.0 billion as of March 31, 2026 and $1.8 billion as of December 31, 2025.
Item 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Management's Discussion and Analysis of Financial Condition and Results of Operations ("MD&A") is intended to provide information to assist you in better understanding and evaluating our financial condition as of March 31, 2026 compared with December 31, 2025 and our results of operations for the three months ended March 31, 2026 compared with the same period last year, and is intended to help you understand the ongoing trends in our business. We encourage you to read this MD&A in conjunction with our Consolidated Financial Statements included in Part I, Item 1 in this Form 10-Q and our Annual Report on Form 10-K for the year ended December 31, 2025 ("2025 Form 10-K"). In particular, we encourage you to refer to the "Risk Factors" contained in Part I, Item 1A in our 2025 Form 10-K.
Unless otherwise indicated, financial information in this MD&A is presented in accordance with accounting principles generally accepted in the United States of America ("GAAP"). See Note 2 to the Consolidated Financial Statements in our 2025 Form 10-K for additional information regarding the Company's significant accounting policies and see Note 2 to the Consolidated Financial
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Statements in this Form 10-Q for updates to those policies resulting from adopting new accounting guidance, if any. The preparation of interim consolidated financial statements necessarily relies heavily on estimates. This and certain other factors call for caution in estimating full-year results based on interim results of operations. In some of our financial tables in this MD&A, we present either percentage changes or "N/M" when those changes are so large as to become not meaningful. Changes in percentages are expressed in basis points ("bps").
In this MD&A, our consolidated measures "adjusted income from operations," earnings per share on that same basis and "adjusted revenues" are not determined in accordance with GAAP and should not be viewed as substitutes for the most directly comparable GAAP measures of "shareholders' net income," "earnings per share" and "total revenues." We also use pre-tax adjusted income (loss) from operations and adjusted revenues to measure the results of our segments.
The Company uses "pre-tax adjusted income (loss) from operations" and "adjusted revenues" as its principal financial measures of segment operating performance because management believes these metrics reflect the underlying results of business operations and facilitate analysis of trends in underlying revenue, expenses and profitability. We define adjusted income (loss) from operations as shareholders' net income (or income (loss) before income taxes less pre-tax income (loss) attributable to noncontrolling interests for the segment metric) excluding net investment gains/losses, amortization of acquired intangible assets and special items. The Cigna Group's share of certain investment results of its joint ventures reported in the Cigna Healthcare segment using the equity method of accounting are also excluded. Special items are matters that management believes are not representative of the underlying results of normal, recurring operations due to their nature or size. Adjusted income (loss) from operations is measured on an after-tax basis for consolidated results and on a pre-tax basis for segment results. Consolidated adjusted income (loss) from operations is not determined in accordance with GAAP and should not be viewed as a substitute for the most directly comparable GAAP measure, shareholders' net income. See the below Financial Highlights section for a reconciliation of consolidated adjusted income from operations to shareholders' net income.
The Company defines adjusted revenues as total revenues excluding the following adjustments: special items and The Cigna Group's share of certain investment results of its joint ventures reported in the Cigna Healthcare segment using the equity method of accounting. Special items are matters that management believes are not representative of the underlying results of normal, recurring operations due to their nature or size. We exclude these items from this measure because management believes they are not indicative of past or future underlying performance of the business. Adjusted revenues is not determined in accordance with GAAP and should not be viewed as a substitute for the most directly comparable GAAP measure, total revenues. See the below Financial Highlights section for a reconciliation of consolidated adjusted revenues to total revenues.
See Note 15 to the Consolidated Financial Statements for additional discussion of these metrics and a reconciliation of income (loss) before income taxes to pre-tax adjusted income (loss) from operations, as well as a reconciliation of Total revenues to adjusted revenues. Note 15 to the Consolidated Financial Statements also explains that segment revenues include both external revenues and sales between segments that are eliminated in Corporate. Ratios presented in the segment discussion exclude the same items as adjusted revenues and pre-tax adjusted income (loss) from operations.
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS
This Quarterly Report on Form 10-Q contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements are based on The Cigna Group's current expectations and projections about future trends, events and uncertainties. These statements are not historical facts. Forward-looking statements may include, among others, statements concerning future financial or operating performance, including our ability to improve the health and vitality of those we serve; future growth, business strategy, and strategic or operational initiatives; economic, regulatory or competitive environments, particularly with respect to the pace and extent of change in these areas and the impact of developing inflationary and interest rate pressures; financing or capital deployment plans and amounts available for future deployment; our prospects for growth in the coming years; strategic transactions and their expected benefits; and other statements regarding The Cigna Group's future beliefs, expectations, plans, intentions, liquidity, cash flows, financial condition or performance. You may identify forward-looking statements by the use of words such as "believe," "expect," "project," "plan," "intend," "anticipate," "estimate," "predict," "potential," "may," "should," "will" or other words or expressions of similar meaning, although not all forward-looking statements contain such terms.
Forward-looking statements are subject to risks and uncertainties, both known and unknown, that could cause actual results to differ materially from those expressed or implied in forward-looking statements. Such risks and uncertainties include, but are not limited to: our ability to manage health care costs and respond to price competition, inflation and other pressures that could compress our margins or result in premiums that are insufficient to cover the cost of services delivered to our customers; our ability to compete effectively, differentiate our products and services from those of our competitors and adapt to changes in an evolving and rapidly changing industry; our ability to develop and effectively implement products and services to improve the accessibility, affordability and transparency of health care; changes in drug pricing or industry pricing benchmarks; our ability to maintain relationships with one or more key pharmaceutical manufacturers or if payments made or discounts provided decline; changes in the pharmacy provider
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marketplace or pharmacy networks; the potential for actual claims to exceed our estimates related to expected medical claims; our ability to develop and maintain satisfactory relationships with health care payors, physicians, hospitals, other health service providers and with producers and consultants; potential liability in connection with managing medical practices and operating pharmacies, onsite clinics and other types of medical facilities; uncertainties surrounding participation in government-sponsored programs and providing services to payors who participate in government-sponsored programs; the substantial level of government regulation over our business and the potential effects of new laws or regulations or changes in existing laws or regulations; compliance with applicable privacy, security and data laws, regulations and standards; the outcome of litigation, regulatory audits and investigations; compliance costs and potential failure of our prevention, detection and control systems; our ability to invest in and properly maintain our information technology and other business systems; our ability to prevent or contain effects of a potential cyberattack or other privacy or data security incident; risks related to our use of artificial intelligence and machine learning; dependence on success of relationships with third parties; risk of significant disruption within our operations or among key suppliers or third parties; political, legal, operational, regulatory, economic and other risks that could affect our multinational operations, including currency exchange rates; risks related to strategic transactions and realization of the expected benefits of such transactions, as well as integration or separation difficulties or underperformance relative to expectations which could lead to an impairment charge; our ability to achieve our strategic and operational initiatives; unfavorable economic and market conditions, the risk of a recession or other economic downturn and resulting impact on employment metrics, stock market or changes in interest rates; risks related to a downgrade in financial strength ratings of our insurance subsidiaries; the impact of our significant indebtedness and the potential for further indebtedness in the future; credit risk related to our reinsurers; as well as more specific risks and uncertainties discussed in Part I, Item 1A - "Risk Factors" in our 2025 Form 10-K, discussed in Part II, Item 7 - "Management's Discussion and Analysis of Financial Condition and Results of Operations" in our 2025 Form 10-K, and as described from time to time in our future reports filed with the Securities and Exchange Commission.
You should not place undue reliance on forward-looking statements, which speak only as of the date they are made, are not guarantees of future performance or results, and are subject to risks, uncertainties and assumptions that are difficult to predict or quantify. The Cigna Group undertakes no obligation to update or revise any forward-looking statement, whether as a result of new information, future events or otherwise, except as may be required by law.
EXECUTIVE OVERVIEW
The Cigna Group, together with its subsidiaries (either individually or collectively referred to as the "Company," "we," "us" or "our"), is a global health company committed to creating a better future for every individual and every community. Our subsidiaries offer a differentiated set of pharmacy, medical, behavioral, dental, and related products and services. For further information on our business and strategy, see Part I, Item 1 - "Business" in our 2025 Form 10-K.
29
Financial Highlights
Consolidated Results of Operations (GAAP basis) | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Three Months Ended March 31, | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| (Dollars in millions) | 2026 | 2025 | Change | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Pharmacy revenues | $ | 54,037 | $ | 48,633 | 11 | % | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Premiums | 9,812 | 12,736 | (23) | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Fees and other revenues | 4,443 | 3,895 | 14 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Net investment income | 202 | 238 | (15) | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Total revenues | 68,494 | 65,502 | 5 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Pharmacy and other service costs | 54,100 | 48,398 | 12 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Medical costs and other benefit expenses | 7,924 | 10,498 | (25) | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Selling, general and administrative expenses | 3,722 | 4,213 | (12) | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Amortization of acquired intangible assets | 390 | 422 | (8) | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Total benefits and expenses | 66,136 | 63,531 | 4 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Income from operations | 2,358 | 1,971 | 20 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Interest expense and other | (357) | (362) | (1) | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Gain on sale of businesses | 11 | 41 | (73) | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Net investment gains (losses) | 258 | (2) | N/M | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Income before income taxes | 2,270 | 1,648 | 38 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Total income taxes | 409 | 239 | 71 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Net income | 1,861 | 1,409 | 32 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Less: Net income attributable to noncontrolling interests | 207 | 86 | 141 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Shareholders' net income | $ | 1,654 | $ | 1,323 | 25 | % | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Consolidated effective tax rate | 18.0 | % | 14.5 | % | 350 | bps | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
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Reconciliation of Shareholders' Net Income (GAAP) to Adjusted Income from Operations | ||||||||||||||||||||||||||||||||||||||||||||||||||
| Three Months Ended March 31, | ||||||||||||||||||||||||||||||||||||||||||||||||||
| 2026 | 2025 | |||||||||||||||||||||||||||||||||||||||||||||||||
| (In millions) | Pre-tax | After-tax | Pre-tax | After-tax | ||||||||||||||||||||||||||||||||||||||||||||||
Shareholders' net income | $ | 1,654 | $ | 1,323 | ||||||||||||||||||||||||||||||||||||||||||||||
| Adjustments to reconcile to adjusted income from operations | ||||||||||||||||||||||||||||||||||||||||||||||||||
Net investment (gains) (1) | $ | (235) | (233) | $ | (48) | (48) | ||||||||||||||||||||||||||||||||||||||||||||
| Amortization of acquired intangible assets | 390 | 315 | 422 | 336 | ||||||||||||||||||||||||||||||||||||||||||||||
| Special items | ||||||||||||||||||||||||||||||||||||||||||||||||||
Strategic optimization program | 380 | 290 | 215 | 163 | ||||||||||||||||||||||||||||||||||||||||||||||
Integration and transaction-related costs | 35 | 27 | 216 | 164 | ||||||||||||||||||||||||||||||||||||||||||||||
Deferred tax expenses, net | — | 16 | — | 17 | ||||||||||||||||||||||||||||||||||||||||||||||
(Gain) on sale of businesses | — | (3) | (41) | (115) | ||||||||||||||||||||||||||||||||||||||||||||||
(Benefits) associated with litigation matters | (11) | (8) | — | — | ||||||||||||||||||||||||||||||||||||||||||||||
| Total special items | $ | 404 | 322 | $ | 390 | 229 | ||||||||||||||||||||||||||||||||||||||||||||
Adjusted income from operations | $ | 2,058 | $ | 1,840 | ||||||||||||||||||||||||||||||||||||||||||||||
(1)Includes Net investment gains/losses as presented in our Consolidated Statements of Income, as well as the Company's share of certain investment results of its joint ventures reported in the Cigna Healthcare segment using the equity method of accounting, which are presented within Fees and other revenues in our Consolidated Statements of Income.
Reconciliation of Shareholders' Net Income (GAAP) to Adjusted Income from Operations | ||||||||||||||||||||||||||||||||||||||||||||||||||
| Three Months Ended March 31, | ||||||||||||||||||||||||||||||||||||||||||||||||||
| 2026 | 2025 | |||||||||||||||||||||||||||||||||||||||||||||||||
| (Diluted earnings per share) | Pre-tax | After-tax | Pre-tax | After-tax | ||||||||||||||||||||||||||||||||||||||||||||||
Shareholders' net income | $ | 6.26 | $ | 4.85 | ||||||||||||||||||||||||||||||||||||||||||||||
| Adjustments to reconcile to adjusted income from operations | ||||||||||||||||||||||||||||||||||||||||||||||||||
Net investment (gains) (1) | $ | (0.89) | (0.88) | $ | (0.18) | (0.18) | ||||||||||||||||||||||||||||||||||||||||||||
| Amortization of acquired intangible assets | 1.48 | 1.19 | 1.54 | 1.23 | ||||||||||||||||||||||||||||||||||||||||||||||
| Special items | ||||||||||||||||||||||||||||||||||||||||||||||||||
Strategic optimization program | 1.44 | 1.10 | 0.79 | 0.60 | ||||||||||||||||||||||||||||||||||||||||||||||
Integration and transaction-related costs | 0.13 | 0.10 | 0.79 | 0.60 | ||||||||||||||||||||||||||||||||||||||||||||||
Deferred tax expenses, net | — | 0.06 | — | 0.06 | ||||||||||||||||||||||||||||||||||||||||||||||
(Gain) on sale of businesses | — | (0.01) | (0.15) | (0.42) | ||||||||||||||||||||||||||||||||||||||||||||||
(Benefits) associated with litigation matters | (0.04) | (0.03) | — | — | ||||||||||||||||||||||||||||||||||||||||||||||
| Total special items | $ | 1.53 | 1.22 | $ | 1.43 | 0.84 | ||||||||||||||||||||||||||||||||||||||||||||
Adjusted income from operations | $ | 7.79 | $ | 6.74 | ||||||||||||||||||||||||||||||||||||||||||||||
(1) Includes Net investment gains/losses as presented in our Consolidated Statements of Income, as well as the Company's share of certain investment results of its joint ventures reported in the Cigna Healthcare segment using the equity method of accounting, which are presented within Fees and other revenues in our Consolidated Statements of Income.
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| Financial highlights by segment | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Three Months Ended March 31, | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| (Dollars in millions, except per share amounts) | 2026 | 2025 | Change | |||||||||||||||||||||||||||||||||||||||||||||||||||||
| Revenues | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Adjusted revenues by segment | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Evernorth Health Services | $ | 58,442 | $ | 53,681 | 9 | % | ||||||||||||||||||||||||||||||||||||||||||||||||||
| Cigna Healthcare | 11,477 | 14,482 | (21) | |||||||||||||||||||||||||||||||||||||||||||||||||||||
| Other Operations | 120 | 175 | (31) | |||||||||||||||||||||||||||||||||||||||||||||||||||||
| Corporate, net of eliminations | (1,522) | (2,886) | (47) | |||||||||||||||||||||||||||||||||||||||||||||||||||||
| Adjusted revenues | 68,517 | 65,452 | 5 | |||||||||||||||||||||||||||||||||||||||||||||||||||||
| Net investment results from certain equity method investments | (23) | 50 | N/M | |||||||||||||||||||||||||||||||||||||||||||||||||||||
| Total revenues | $ | 68,494 | $ | 65,502 | 5 | % | ||||||||||||||||||||||||||||||||||||||||||||||||||
Shareholders' net income | $ | 1,654 | $ | 1,323 | 25 | % | ||||||||||||||||||||||||||||||||||||||||||||||||||
Adjusted income from operations | $ | 2,058 | $ | 1,840 | 12 | % | ||||||||||||||||||||||||||||||||||||||||||||||||||
| Earnings per share (diluted) | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Shareholders' net income | $ | 6.26 | $ | 4.85 | 29 | % | ||||||||||||||||||||||||||||||||||||||||||||||||||
Adjusted income from operations | $ | 7.79 | $ | 6.74 | 16 | % | ||||||||||||||||||||||||||||||||||||||||||||||||||
| Pre-tax adjusted income (loss) from operations by segment | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Evernorth Health Services | $ | 1,466 | $ | 1,434 | 2 | % | ||||||||||||||||||||||||||||||||||||||||||||||||||
| Cigna Healthcare | 1,514 | 1,287 | 18 | |||||||||||||||||||||||||||||||||||||||||||||||||||||
| Other Operations | 27 | — | N/M | |||||||||||||||||||||||||||||||||||||||||||||||||||||
| Corporate, net of eliminations | (404) | (411) | (2) | |||||||||||||||||||||||||||||||||||||||||||||||||||||
Consolidated pre-tax adjusted income from operations | 2,603 | 2,310 | 13 | |||||||||||||||||||||||||||||||||||||||||||||||||||||
Income attributable to noncontrolling interests | 226 | 102 | 122 | |||||||||||||||||||||||||||||||||||||||||||||||||||||
Net investment gains (1) | 235 | 48 | N/M | |||||||||||||||||||||||||||||||||||||||||||||||||||||
| Amortization of acquired intangible assets | (390) | (422) | (8) | |||||||||||||||||||||||||||||||||||||||||||||||||||||
| Special items | (404) | (390) | 4 | |||||||||||||||||||||||||||||||||||||||||||||||||||||
Income before income taxes | $ | 2,270 | $ | 1,648 | 38 | % | ||||||||||||||||||||||||||||||||||||||||||||||||||
(1)Includes Net investment gains/losses as presented in our Consolidated Statements of Income, as well as the Company's share of certain investment results of its joint ventures reported in the Cigna Healthcare segment using the equity method of accounting, which are presented within Fees and other revenues in our Consolidated Statements of Income.
32
Commentary: Three Months Ended March 31, 2026 versus Three Months Ended March 31, 2025
The commentary presented below, and the segment commentaries that follow, compare results for the three months ended March 31, 2026 with results for the three months ended March 31, 2025. Commentary regarding percentage changes (or bps) and dollar variances represents the driver's impact on the overall category.
Shareholders' net income increased 25%, primarily reflecting higher adjusted income from operations in Cigna Healthcare, as well as Evernorth Health Services. See discussion of segment results in the "Segment Reporting" section.
Adjusted income from operations. See discussion of segment results in the "Segment Reporting" section.
Pharmacy revenues increased 11%, primarily reflecting changes in claims composition (defined in the "Segment Reporting" section) within our Pharmacy Benefit Services operating segment.
Premiums decreased 23%, primarily driven by the impact of the HCSC transaction (defined in the "Segment Reporting" section) (-30%), offset primarily by higher premium rates within our ongoing U.S. Healthcare businesses.
Fees and other revenues increased 14%, primarily reflecting growth in fee-based services within our Pharmacy Benefit Services operating segment.
Net investment income decreased 15%, primarily due to lower average assets, due to the impact of the HCSC transaction.
Pharmacy and other service costs increased 12%, primarily reflecting changes in claims composition within our Pharmacy Benefit Services operating segment.
Medical costs and other benefit expenses decreased 25%, primarily driven by the impact of the HCSC transaction (-32%), offset primarily by higher medical costs within our ongoing U.S. Healthcare businesses.
Selling, general and administrative ("SG&A") expenses decreased 12%, primarily impacted by the HCSC transaction.
Investment results increased, primarily due to fair value changes of derivative instruments associated with certain equity securities.
The effective tax rate increased, primarily due to the absence of a benefit related to the HCSC transaction.
SEGMENT REPORTING
Evernorth Health Services Segment
Evernorth Health Services includes our Pharmacy Benefit Services and Specialty and Care Services operating segments, which provide independent and coordinated health solutions and capabilities to enable the health care system to work better and help people live healthier lives. As described in the MD&A introduction, the performance of Evernorth Health Services is measured using adjusted revenues and pre-tax adjusted income (loss) from operations.
Key Factors Affecting Segment Performance
The key factors that impact the segment's revenues and income from operations are claims volume, claims composition and client- and customer-focused initiatives. Specialty and Care Services revenues are also impacted by customer and client growth. These key factors are discussed further below. See Note 2 to the Consolidated Financial Statements in our 2025 Form 10-K for additional information on revenue and cost recognition policies for this segment.
Key factors that impact both Pharmacy Benefit Services and Specialty and Care Services:
•Pharmacy claim volume (also referred to as utilization) relates to processing prescription claims filled by retail pharmacies in our network and dispensing prescription claims from our home delivery and specialty pharmacies, along with other claims. Pharmacy claim volume is impacted by new clients or organic customer growth through the expansion of existing clients or through the loss of customers and business.
•The composition of claims generally considers the types of drugs, including the mix of claims among branded and higher priced specialty drugs compared to generic or biosimilar alternatives. We manage pharmaceutical manufacturer increases in prices through programs designed to reduce drug spend, providing positive impacts on our clients, our customers and us. Changes to claims mix, including types of drugs, distribution methods, pharmaceutical manufacturer prices (including government programs) and alternative uses of drugs within our formularies continue to be a significant driver of our revenues and income from operations in the current environment.
33
•The business continues to evolve amid changing legislative, regulatory, and client dynamics, including our business model plans announced in October 2025. The Company has undertaken certain client- and customer-focused initiatives, which include proactive renewals or extensions of large client contracts, investments to support the recently announced rebate-free model, and multi-stakeholder recontracting efforts (including affordability-related contract changes and responses to government programs such as the Inflation Reduction Act). These initiatives are intended to support long-term growth, reduce medication costs, and enhance transparency and are expected to impact income from operations.
Key factors that impact Specialty and Care Services:
•Customer and client growth, both organic and new business, and key strategic relationships in our Specialty and Care Services business generally results in increased revenues and income from operations (also referred to as growth). This includes client movement in our specialty pharmacy, specialty distribution services, virtual care, benefits management and behavioral health services as we expand our businesses.
Results of Operations
| Financial Summary | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Three Months Ended March 31, | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| (Dollars in millions) | 2026 | 2025 | Change | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Adjusted revenues (1) | $ | 58,442 | $ | 53,681 | 9 | % | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Pre-tax adjusted income from operations (1) | $ | 1,466 | $ | 1,434 | 2 | % | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Pre-tax margin (1)(2) | 2.5 | % | 2.7 | % | (20) | bps | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
SG&A expense ratio (3) | 1.8 | % | 1.9 | % | (10) | bps | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
(1)See Note 15 to the Consolidated Financial Statements for reconciliation of adjusted revenues and pre-tax adjusted income from operations to Total revenues and Income before income taxes, respectively.
(2)Pre-tax margin is calculated as pre-tax adjusted income from operations divided by adjusted revenues.
(3)SG&A expense ratio is calculated as segment selling, general and administrative expenses divided by adjusted revenues. See Note 15 to the Consolidated Financial Statements for further details.
In this selected financial information, we present adjusted revenues and pre-tax income from operations by our two operating segments, Pharmacy Benefit Services and Specialty and Care Services.
| Selected Financial Information | |||||||||||||||||||||||||||||||||||||||||||||||||||||
| Three Months Ended March 31, | Change | ||||||||||||||||||||||||||||||||||||||||||||||||||||
| (Dollars and adjusted scripts in millions) | 2026 | 2025 | |||||||||||||||||||||||||||||||||||||||||||||||||||
| Total adjusted revenues | |||||||||||||||||||||||||||||||||||||||||||||||||||||
| Pharmacy Benefit Services | $ | 33,002 | $ | 29,742 | 11 | % | |||||||||||||||||||||||||||||||||||||||||||||||
| Specialty and Care Services | 25,440 | 23,939 | 6 | ||||||||||||||||||||||||||||||||||||||||||||||||||
| Total adjusted revenues | $ | 58,442 | $ | 53,681 | 9 | % | |||||||||||||||||||||||||||||||||||||||||||||||
| Pre-tax adjusted income from operations | |||||||||||||||||||||||||||||||||||||||||||||||||||||
| Pharmacy Benefit Services | $ | 394 | $ | 544 | (28) | % | |||||||||||||||||||||||||||||||||||||||||||||||
| Specialty and Care Services | 1,072 | 890 | 20 | ||||||||||||||||||||||||||||||||||||||||||||||||||
| Total pre-tax adjusted income from operations | $ | 1,466 | $ | 1,434 | 2 | % | |||||||||||||||||||||||||||||||||||||||||||||||
Pharmacy claim volume (1) | 527 | 539 | (2) | % | |||||||||||||||||||||||||||||||||||||||||||||||||
(1)Non-specialty network prescriptions filled through 90-day programs and home delivery prescriptions are counted as three claims. All other network and specialty prescriptions are counted as one claim.
Three Months Ended March 31, 2026 versus Three Months Ended March 31, 2025
Commentary in parentheses regarding percentage changes (or bps) represents the driver's impact on the overall category.
Adjusted revenues increased 9%, primarily reflecting an increase due to claims composition in Pharmacy Benefit Services (+7%) and higher claims volume from customer growth in Specialty and Care Services (+2%).
Pre-tax adjusted income from operations increased 2%, primarily reflecting growth in Specialty and Care Services (+13%), partially offset by client- and customer-focused initiatives in Pharmacy Benefits Services (-8%) and a decrease in claims volume in Pharmacy Benefit Services (-3%).
34
The SG&A expense ratio decreased 10 bps, primarily reflecting higher adjusted revenues as discussed above.
Cigna Healthcare Segment
Cigna Healthcare includes our U.S. Healthcare and International Health operating segments, which provide comprehensive medical and coordinated solutions to clients and customers. As described in the MD&A introduction, performance of the Cigna Healthcare segment is measured using adjusted revenues and pre-tax adjusted income from operations.
On March 19, 2025, the Company completed the sale of our Medicare Advantage, Medicare Individual Stand-Alone Prescription Drug Plans, Medicare and Other Supplemental Benefits, and CareAllies businesses within the U.S. Healthcare operating segment (the "HCSC transaction").
Key Factors Affecting Segment Performance
The key factors that impact the segment's revenues and income from operations include revenue growth, customer growth, medical cost trend, the medical care ratio ("MCR") and the SG&A expense ratio. These key factors are discussed further below. See Note 2 to the Consolidated Financial Statements in our 2025 Form 10-K for additional information on revenue and cost recognition policies for this segment.
•Revenue growth includes increases to premium rates in consideration of anticipated medical cost increases, customer growth driven by new clients and customers, and increased fee revenue from the expansion of products and services to existing clients and customers, including solutions provided by Evernorth Health Services.
•Higher medical costs (also referred to as higher medical cost trend) are impacted by utilization (the quantity of medical services consumed by our customers), unit costs (the cost per medical service) and mix of services.
•MCR represents medical costs as a percentage of premiums for our segment's insured businesses, and it is impacted by medical cost trend and premium rates. Affordability initiatives that serve to mitigate medical cost inflation also impact the MCR.
•The SG&A expense ratio represents the segment's selling, general and administrative expenses divided by adjusted revenues.
Results of Operations
| Financial Summary | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Three Months Ended March 31, | Change | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| (Dollars in millions) | 2026 | 2025 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Adjusted revenues (1) | $ | 11,477 | $ | 14,482 | (21) | % | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Pre-tax adjusted income from operations (1) | $ | 1,514 | $ | 1,287 | 18 | % | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Pre-tax margin (1)(2) | 13.2 | % | 8.9 | % | 430 | bps | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Medical care ratio | 79.8 | % | 82.2 | % | (240) | bps | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
SG&A expense ratio (3) | 20.0 | % | 19.4 | % | 60 | bps | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
(1)See Note 15 to the Consolidated Financial Statements for reconciliation of adjusted revenues and pre-tax adjusted income from operations to Total revenues and Income before income taxes, respectively.
(2)Pre-tax margin is calculated as pre-tax adjusted income from operations divided by adjusted revenues.
(3)SG&A expense ratio is calculated as segment selling, general and administrative expenses divided by adjusted revenues. See Note 15 to the Consolidated Financial Statements for further details.
Three Months Ended March 31, 2026 versus Three Months Ended March 31, 2025
Commentary regarding percentage changes (or bps) and dollar variances represents the driver's impact on the overall category.
Adjusted revenues decreased 21%, or $3,005 million, primarily due to the impact of the HCSC transaction (-$3,850 million), partially offset by higher premiums within employer insured (+$308 million) and stop loss (+$248 million), primarily reflecting premium rate increases.
Pre-tax adjusted income from operations increased 18%, or $227 million, primarily due to higher contributions from U.S. Healthcare, reflecting improved margins in both the U.S. Employer and Individual and Family Plans businesses.
The medical care ratio decreased 240 bps, due to the impact of the HCSC transaction.
35
The SG&A expense ratio increased 60 bps, primarily due to the impact of the HCSC transaction (+170 bps), partially offset by expense management efficiencies (-70 bps) and revenue growth outpacing volume-related expenses within the ongoing businesses (-60 bps).
Medical Customers
Medical customers include individuals who meet any of the following criteria: (i) are covered under a medical insurance policy, managed care arrangement or administrative services agreement issued by Cigna Healthcare; (ii) have access to the Cigna Healthcare provider network for covered services under their medical plan; or (iii) have medical claims that are administered by Cigna Healthcare.
| Cigna Healthcare Medical Customers | |||||||||||||||||||||||||||||||||||||||||||||||
| As of March 31, | |||||||||||||||||||||||||||||||||||||||||||||||
| (In thousands) | 2026 | 2025 | Change | ||||||||||||||||||||||||||||||||||||||||||||
U.S. Healthcare | 2,493 | 2,645 | (6) | % | |||||||||||||||||||||||||||||||||||||||||||
International Health (1) | 1,241 | 1,227 | 1 | ||||||||||||||||||||||||||||||||||||||||||||
| Insured | 3,734 | 3,872 | (4) | % | |||||||||||||||||||||||||||||||||||||||||||
U.S. Healthcare | 14,130 | 13,719 | 3 | % | |||||||||||||||||||||||||||||||||||||||||||
International Health (1) | 470 | 452 | 4 | ||||||||||||||||||||||||||||||||||||||||||||
| Administrative services only | 14,600 | 14,171 | 3 | % | |||||||||||||||||||||||||||||||||||||||||||
| Total | 18,334 | 18,043 | 2 | % | |||||||||||||||||||||||||||||||||||||||||||
(1)International Health excludes medical customers served by less than 100%-owned subsidiaries, as well as certain customers served by our third-party administrator.
Total medical customers increased 2%, primarily due to customer growth within the Middle Market and Select market segments (+3% and +1%, respectively), partially offset by a decrease in National Accounts segment customers (-2%).
Unpaid Claims and Claim Expenses
Our unpaid claims and claim expenses liability increased to $4,920 million as of March 31, 2026 from $4,241 million as of December 31, 2025, primarily due to stop loss seasonality.
Other Operations
Other Operations includes corporate-owned life insurance ("COLI"), the Company's run-off operations and other non-strategic businesses. As described in the MD&A introduction, performance of Other Operations is measured using adjusted revenues and pre-tax adjusted income from operations.
Results of Operations
| Financial Summary | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Three Months Ended March 31, | Change | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| (Dollars in millions) | 2026 | 2025 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Adjusted revenues | $ | 120 | $ | 175 | (31) | % | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Pre-tax adjusted income from operations | $ | 27 | $ | — | N/M | % | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Pre-tax margin | 22.5 | % | — | % | 2,250 | bps | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Three Months Ended March 31, 2026 versus Three Months Ended March 31, 2025
Adjusted revenues decreased and Pre-tax adjusted income from operations increased, primarily driven by the discontinuation of certain small non-strategic businesses.
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Corporate
Corporate reflects amounts not allocated to operating segments, including net interest expense (defined as interest on corporate financing less net investment income on investments not supporting segment and other operations), certain litigation matters, expense associated with our frozen pension plans, charitable contributions, operating severance, certain overhead and enterprise-wide project costs, and eliminations for products and services sold between segments.
| Financial Summary | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Three Months Ended March 31, | Change | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| (In millions) | 2026 | 2025 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Pre-tax adjusted loss from operations | $ | (404) | $ | (411) | (2) | % | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Three Months Ended March 31, 2026 versus Three Months Ended March 31, 2025
Pre-tax adjusted loss from operations decreased, primarily due to lower interest expense.
LIQUIDITY AND CAPITAL RESOURCES
Liquidity
The Company's cash requirements generally consist of pharmacy, medical and other benefit costs; operating and capital expenditures primarily for employee compensation and benefits, information technology, and facilities costs; purchases of investment securities; income taxes; debt service; and payment of declared dividends.
Liquidity requirements are generally met by maintaining appropriate levels of cash, cash equivalents and short-term investments; using cash flows from operating activities; matching durations of investments to estimated durations for the related liabilities; selling investments; and using proceeds from issuing debt and common stock.
Cash flows for the three months ended March 31 were as follows:
| Three Months Ended March 31, | ||||||||||||||||||||
| (In millions) | 2026 | 2025 | ||||||||||||||||||
| Operating activities | $ | 1,131 | $ | 1,920 | ||||||||||||||||
| Investing activities | $ | (637) | $ | 1,197 | ||||||||||||||||
| Financing activities | $ | (1,141) | $ | (3,681) | ||||||||||||||||
The following discussion explains variances in the various categories of cash flows for the three months ended March 31, 2026 compared with the same period in 2025.
Operating Activities. Cash flows from operating activities consist principally of cash receipts and disbursements for pharmacy revenues and costs, premiums and medical costs, fees, investment income, taxes, and other expenses.
Operating cash flows decreased for the three months ended March 31, 2026, primarily due to the unfavorable net cash flow impact related to the Inflation Reduction Act, lower insurance liabilities, and the timing of pharmaceutical manufacturer receivables. These decreases are partially offset by the favorable timing of noninsurance customer receivables and accounts receivable factoring settlements.
Investing Activities. The increase in cash used in investing activities reflects the absence of the net proceeds from the HCSC transaction.
Financing Activities. The decrease in net cash used in financing activities in 2026 is primarily driven by the absence of share repurchases as well as lower debt repayments.
Capital Resources
Our capital resources consist primarily of cash, cash equivalents and investments maintained at regulated subsidiaries required to underwrite insurance risks, cash flows from operating activities, our commercial paper program, revolving credit facility, and the issuance of long-term debt and equity securities. Our businesses generate significant cash flows from operations, some of which is
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subject to regulatory restrictions relative to the amount and timing of dividend payments to the parent company. Dividends received from U.S.-regulated subsidiaries were $0.5 billion for the three months ended March 31, 2026 and 2025. Non-regulated subsidiaries also generate significant cash flows from operating activities, which are typically available immediately to the parent company for general corporate purposes.
Funds Available
Commercial Paper Program. There was no commercial paper outstanding balance as of March 31, 2026.
Revolving Credit Agreement. Our revolving credit agreement provides 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 above. See Note 6 to the Consolidated Financial Statements for further information on our credit agreement and commercial paper program.
As of March 31, 2026, we had $6.5 billion of undrawn committed capacity under our revolving credit agreement (these amounts are available for general corporate purposes, including providing liquidity support for our commercial paper program), $6.5 billion of remaining capacity under our commercial paper program, and $7.3 billion in cash and short-term investments, approximately $1.1 billion of which was held by the parent company or certain non-regulated subsidiaries.
Our debt-to-capitalization ratio (calculated as Short-term debt and Long-term debt ("Total debt") as a percentage of Total shareholders' equity and Total debt ("Total capitalization")) was 42.3% and 43.0% as of March 31, 2026 and December 31, 2025, respectively.
We actively monitor our debt obligations and engage in issuance and repayment activities as needed in accordance with our capital management strategy.
Subsidiary Borrowings. In addition to the sources of liquidity discussed above, the parent company can borrow an additional $1.4 billion from its subsidiaries without further approvals as of March 31, 2026.
Regulatory Restrictions. Dividends from our insurance, Health Maintenance Organization ("HMO") and certain foreign subsidiaries are subject to regulatory restrictions. See Note 20 to the Consolidated Financial Statements in our 2025 Form 10-K for additional information regarding these restrictions. Most of the Evernorth Health Services segment operations are not subject to regulatory restrictions regarding dividends and therefore provide significant financial flexibility to The Cigna Group.
Use of Capital Resources
Our capital resources are directed towards several areas, including (i) investing in capital expenditures (primarily related to technology to support innovative solutions for our clients and customers), providing the capital necessary to maintain or improve the financial strength ratings of subsidiaries, and repaying debt and funding pension obligations if necessary; (ii) paying dividends to shareholders; (iii) considering acquisitions and investments that are strategically and economically advantageous; and (iv) returning capital to shareholders through share repurchases.
Short-Term and Long-Term Debt. See Note 6 to the Consolidated Financial Statements for further information regarding changes to our short-term and long-term debt. The Company may, from time to time, repay or repurchase debt in advance of maturities when it deems appropriate.
Capital Expenditures. Capital expenditures for property, equipment and computer software were $0.3 billion in both the three months ended March 31, 2026 and 2025.
Dividends. The Company currently intends to pay regular quarterly dividends, with future declarations subject to approval by our Board of Directors ("Board") and our Board's determination that the declaration of dividends remains in the best interests of The Cigna Group and its shareholders. See Note 5 to the Consolidated Financial Statements for further information regarding future dividend declarations.
Share Repurchases. The Company maintains a share repurchase program authorized by our Board, under which it may repurchase shares of its common stock from time to time. There were no share repurchases during the three months ended March 31, 2026, compared with repurchases of 5.0 million shares for approximately $1.5 billion during the three months ended March 31, 2025.
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Risks to Liquidity and Capital Resources
Risks to our liquidity and capital resources outlook include cash projections that may not be realized, and the demand for funds could exceed available cash if our ongoing businesses experience unexpected shortfalls in earnings or we experience material adverse effects from one or more risks or uncertainties described more fully in the "Risk Factors" section in our 2025 Form 10-K.
Guarantees and Contractual Obligations
We are contingently liable for various contractual obligations and financial and other guarantees entered into in the ordinary course of business. See Note 14 to the Consolidated Financial Statements for discussion of various guarantees.
During the three months ended March 31, 2026, there were no material changes to the guarantees and contractual obligations set forth in our 2025 Form 10-K.
CRITICAL ACCOUNTING ESTIMATES
The preparation of Consolidated Financial Statements in accordance with GAAP requires management to make estimates and assumptions that affect reported amounts and related disclosures in the Consolidated Financial Statements. Management considers an accounting estimate to be critical if:
•it requires assumptions to be made that were uncertain at the time the estimate was made; and
•changes in the estimate or different estimates that could have been selected could have a material effect on our consolidated results of operations or financial condition.
Management has discussed how critical accounting estimates are developed and selected with the Audit and Compliance Committee of our Board, and the Audit and Compliance Committee has reviewed the disclosures presented in our 2025 Form 10-K. We regularly evaluate items that may impact critical accounting estimates.
Our most critical accounting estimates, as well as the effect of hypothetical changes in material assumptions used to develop each estimate, are described in our 2025 Form 10-K. As of March 31, 2026, there were no significant changes to the critical accounting estimates from what was reported in our 2025 Form 10-K.
INVESTMENT ASSETS
Information regarding our investment assets is included in Notes 9, 10 and 11 to the Consolidated Financial Statements.
Investment Outlook
Investment results will be driven largely by market conditions that are not reasonably predictable. We believe that the vast majority of our investments will continue to perform under their contractual terms. We manage the portfolio for long-term economics; therefore, we expect to hold a significant portion of these assets for the long term.
The below discussion addresses the strategies and risks associated with our various classes of investment assets. See Part I, Item 1A - "Risk Factors" in our 2025 Form 10-K for additional information regarding risks associated with our investment portfolio.
Debt Securities
The carrying value of our debt securities portfolio decreased from $8.4 billion as of December 31, 2025 to $8.3 billion as of March 31, 2026. Our portfolio remains in a net unrealized depreciation position due to generally increasing interest rates over the past few years.
As of March 31, 2026, $7.3 billion, or 88%, of the debt securities in our investment portfolio were investment grade (Baa and above, or equivalent) and the remaining $1.0 billion were below investment grade. The majority of the bonds that are below investment grade were rated at the higher end of the non-investment-grade spectrum. These quality characteristics have not materially changed since the prior year and remain consistent with our investment strategy.
Commercial Mortgage Loans
As of March 31, 2026, our $1.3 billion commercial mortgage loan portfolio consisted of approximately 40 fixed-rate loans. Given the quality and diversity of the underlying real estate, positive debt service coverage, loan-to-value ratio and significant borrower cash invested in the property generally ranging between 30% and 40%, we remain confident that the vast majority of borrowers will
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continue to perform as expected under their contract terms. For further discussion of the results and changes in key credit quality indicators, see Note 9 to the Consolidated Financial Statements.
Office sector fundamentals are weak but have begun to stabilize for higher-quality assets. Our commercial mortgage loan portfolio has approximately 25% exposure to office properties. Although future losses remain possible due to further credit deterioration, we do not expect these losses to have a material unfavorable effect on our results of operations, financial condition or liquidity.
Other Long-Term Investments
Other long-term investments of $5.2 billion as of March 31, 2026 included investments in securities limited partnerships and real estate limited partnerships, direct investments in real estate joint ventures, and other deposit activity that is required to support various insurance and health services businesses. These limited partnership entities typically invest in mezzanine debt or equity of privately held companies and equity real estate. Given our subordinate position in the capital structure of these underlying entities, we assume a higher level of risk for higher expected returns. To mitigate risk, these investments are diversified by industry sector or property type and geographic region.
We expect continued volatility in private equity and real estate fund performance going forward as fair market valuations are adjusted to reflect market and portfolio transactions. Less than 4% of our other long-term investments are exposed to real estate in the office sector.
Unconsolidated Subsidiary Investments Portfolio
We participate in an insurance joint venture in China with a 50% ownership interest. We account for this joint venture under the equity method of accounting. Our 50% share of the investment portfolio supporting the joint venture's liabilities was approximately $19.1 billion as of March 31, 2026. These investments were comprised of approximately 70% debt securities, including government and corporate debt diversified by issuer, industry and geography; 20% equities, including mutual funds, equity securities and private equity partnerships; and 10% long-term deposits and policy loans. We continuously review the joint venture's investment strategy and its execution. There were no investments with a material unrealized loss as of March 31, 2026. See Note 14 to the Consolidated Financial Statements in our 2025 Form 10-K for additional information regarding unconsolidated subsidiaries.
MARKET RISK
Financial Instruments
Our assets and liabilities include financial instruments subject to the risk of potential losses from adverse changes in market rates and prices. Our primary market risk exposure is interest rate risk. We encourage you to read this in conjunction with "Market Risk – Financial Instruments" included in the MD&A section in our 2025 Form 10-K.
As of March 31, 2026, there was no material change in our risk exposure as reported in our 2025 Form 10-K.
Item 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
Information responsive to this item is contained under the caption "Market Risk" in Item 2 above, Management's Discussion and Analysis of Financial Condition and Results of Operations, and is incorporated herein by reference.
Item 4. CONTROLS AND PROCEDURES
Based on an evaluation of the effectiveness of The Cigna Group's disclosure controls and procedures conducted under the supervision and with the participation of The Cigna Group's management (including The Cigna Group's Chief Executive Officer and Chief Financial Officer), The Cigna Group's Chief Executive Officer and Chief Financial Officer concluded that, as of the end of the period covered by this report, The Cigna Group's disclosure controls and procedures are effective to ensure that information required to be disclosed by The Cigna Group in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission's rules and forms and is accumulated and communicated to The Cigna Group's management (including The Cigna Group's Chief Executive Officer and Chief Financial Officer) as appropriate to allow timely decisions regarding required disclosure.
Change in Internal Control over Financial Reporting
There have been no changes in our internal control over financial reporting during the quarter ended March 31, 2026 that have materially affected, or are reasonably likely to materially affect, The Cigna Group's internal control over financial reporting.
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Part II. OTHER INFORMATION
Item 1. LEGAL PROCEEDINGS
The information contained under "Legal and Regulatory Matters" in Note 14 to the Consolidated Financial Statements is incorporated herein by reference.
Item 1A. RISK FACTORS
For information regarding factors that could affect the Company's results of operations, financial condition and liquidity, see the risk factors discussed in Part I, Item 1A - "Risk Factors" in our Annual Report on Form 10-K for the year ended December 31, 2025.
Item 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
Issuer Purchases of Equity Securities
The following table provides information about The Cigna Group share repurchase activity for the quarter ended March 31, 2026:
| Period | Total # of shares purchased (1) | Average price paid per share (1) (3) | Total # of shares purchased as part of publicly announced program (2) | Approximate dollar value of shares that may yet be purchased as part of publicly announced program (3) (in millions) | ||||||||||||||||||||||
| January 1 - 31, 2026 | 621 | $ | 271.97 | — | $ | 6,730 | ||||||||||||||||||||
| February 1 - 28, 2026 | 247,549 | $ | 287.54 | — | $ | 6,730 | ||||||||||||||||||||
| March 1 - 31, 2026 | 20,230 | $ | 276.51 | — | $ | 6,730 | ||||||||||||||||||||
| Total | 268,400 | $ | 286.67 | — | N/A | |||||||||||||||||||||
(1)Includes shares tendered by employees under the Company's equity compensation plans as follows: 1) payment of taxes on vesting of restricted stock (grants and units) and strategic performance shares and 2) payment of the exercise price and taxes for certain stock options exercised. Employees tendered 621 shares in January, 247,549 shares in February and 20,230 shares in March 2026.
(2)Additionally, the Company maintains a share repurchase program authorized by the Board. Under this program, the Company may repurchase shares from time to time, depending on market conditions and alternate uses of capital. The timing and actual number of shares repurchased will depend on a variety of factors, including price, general business and market conditions, and alternate uses of capital. The share repurchase program may be effected through Rule 10b5-1 plans, open market purchases, each in compliance with Rule 10b-18 under the Exchange Act, or privately negotiated transactions. The program may be suspended or discontinued at any time and does not have an expiration date.
(3)The average price paid per share and approximate dollar value of shares exclude the impact of excise tax.
Item 5. OTHER INFORMATION
Rule 10b5-1 Plan Elections
During the three months ended March 31, 2026, the following 10b5-1 director and officer trading plan arrangement change
1.On February 6, 2026 , David Cordani , Chair and Chief Executive Officer of The Cigna Group , adopted a 10b5-1 plan. Mr. Cordani's plan provides for (i) the sale of shares of The Cigna Group common stock issuable upon vesting of performance awards (the actual number of shares depends on actual performance achieved and may range from 0% to 200% of the 62,366 shares subject to the awards at the target level of performance), net of shares withheld to satisfy applicable tax obligations; and (ii) the exercise of up to 212,543 vested stock options and the associated sale of shares of The Cigna Group common stock acquired upon exercise to cover the exercise price, applicable tax obligations and fees and 50% of the resulting net shares acquired upon exercise (such limitation reflecting The Cigna Group stock ownership guidelines), through April 30, 2027 .
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.
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Item 6. EXHIBITS
INDEX TO EXHIBITS
| Number | Description | Method of Filing | |||||||||
| 3.1 | Filed by the registrant as Exhibit 3.1 to the Quarterly Report on Form 10-Q for the period ended June 30, 2023 and incorporated herein by reference. | ||||||||||
| 3.2 | Filed by the registrant as Exhibit 3.3 to the Current Report on Form 8-K on February 13, 2023 and incorporated herein by reference. | ||||||||||
| 10.1* | Filed herewith. | ||||||||||
| 10.2* | Filed herewith. | ||||||||||
| 10.3* | Filed herewith. | ||||||||||
| 10.4* | Filed herewith. | ||||||||||
| 10.5* | Filed herewith. | ||||||||||
| 10.6* | Filed herewith. | ||||||||||
| 10.7* | Filed herewith. | ||||||||||
| 31.1 | Filed herewith. | ||||||||||
| 31.2 | Filed herewith. | ||||||||||
| 32.1 | Furnished herewith. | ||||||||||
| 32.2 | Furnished herewith. | ||||||||||
| 101 | The following materials from The Cigna Group Quarterly Report on Form 10-Q for the quarter ended March 31, 2026, formatted in Inline XBRL (eXtensible Business Reporting Language): (i) the Consolidated Statements of Income; (ii) the Consolidated Statements of Comprehensive Income; (iii) the Consolidated Balance Sheets; (iv) the Consolidated Statements of Total Equity; (v) the Consolidated Statements of Cash Flows; and (vi) the Notes to the Consolidated Financial Statements | Filed herewith. | |||||||||
| 104 | Cover Page Interactive Data File (formatted in Inline XBRL and contained in Exhibit 101) | Filed herewith. | |||||||||
* Indicates a management contract or compensatory plan or arrangement.
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
Date: April 30, 2026
| THE CIGNA GROUP | ||||||||
| /s/ Ann M. Dennison | ||||||||
| Ann M. Dennison | ||||||||
| Executive Vice President and Chief Financial Officer | ||||||||
| (Principal Financial Officer and Authorized Signatory) | ||||||||
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Exhibit 10.1
Eric Wiseman
Lead Independent Director
February 25, 2026
David Cordani
Dear David:
I am pleased to confirm that the Board of Directors has approved the following changes to your compensation package effective July 1, 2026 (the “Effective Date”), in connection with the assumption of your role as Executive Chair of The Cigna Group:
•Base Salary – Your base salary will increase to a pre-tax annualized rate of $ 1,000,000.
•Annual Incentive – Your annual incentive target will be $ 2,000,000 and will be pro-rated for 2026 (payout in 2027) based on the Effective Date. As you know, the annual incentive is typically paid in the first quarter of the year following the performance year and is not considered earned until the paid.
•Long-Term Incentive – You will continue to be eligible for annual long-term incentive awards, subject to the approval of the Board of Directors. Grants will are typically awarded in the first quarter each year.
Your stock ownership guideline will continue to be eight times your base salary.
Your employment will remain as an at-will employee, meaning that you or the Company has the right to terminate your employment relationship at any time for any reason or no reason. The changes above have no impact on previously awarded bonuses, stock options, restricted stock or SPS grants. As an executive of the company, your compensation will be subject to any future program changes.
David, congratulations on your new role. I look forward to continuing to partner with you.
Sincerely,
/s/ Eric Wiseman
Eric Wiseman
| cc: | K. Stevens | ||||
| N. Ryan | |||||
Exhibit 10.2
David M. Cordani
Chairman and CEO
February 25, 2026
Brian Evanko
Dear Brian:
I am pleased to confirm that the Board of Directors has approved the following changes to your compensation package effective July 1, 2026 (the “Effective Date”), in connection with the assumption of your role as the next Chief Executive Officer of The Cigna Group:
•Base Salary – Your base salary will increase to a pre-tax annualized rate of $1,300,000.
•Annual Incentive – Your annual incentive target will increase to $ 2,600,000 and will be pro-rated for 2026 (payout in 2027) based on the Effective Date. As you know, the annual incentive is typically paid in the first quarter of the year following the performance year and is not considered earned until the paid.
•Long-Term Incentive – Your annual long-term incentive target will increase to $ 15,100,000. Grants are typically awarded in the first quarter each year, may vary from 0 to 150% of target based on individual performance and potential, and consist of the following three components:
◦Stock Options – Options typically vest over a three- year period and expire no later than 10 years after grant. The annual target is $ 2,265,000.
◦Restricted Stock – Restricted stock typically vests over a three-year period. The annual target is $ 3,775,000.
◦Strategic Performance Shares (SPS) – SPS awards are typically paid or vested three years after the beginning of the performance period. Awards are not considered earned until the date paid or vested. The annual target is $ 9,060,000.
NEW TOTAL ANNUAL COMPENSATION OPPORTUNITY: $ 19,000,000
Transitional Equity Awards. The following one-time additional long-term incentive awards with an aggregate grant date target value of $ 3,500,000 will be awarded to you subject to your assumption of the CEO role on July 1, 2026:
•A stock option award with a grant date value of $ 525,000;
•A restricted stock award with a grant date value of $ 875,000;
•An SPS award for the 2026-2028 performance period with a grant date value of $ 2,100,000; shares earned (paid) in 2029 on the regular cycle date per the plan’s formula.
Your stock ownership guideline will be eight times your base salary. As you know, each executive has five years from the date they become subject to the stock ownership guidelines to meet the guideline.
Your employment will remain as an at-will employee, meaning that you or the Company has the right to terminate your employment relationship at any time for any reason or no reason. The changes above have no impact on previously awarded bonuses, stock options, restricted stock or SPS grants. As an executive of the company, your compensation will be subject to any future program changes.
Brian, congratulations on your new role. I look forward to continuing to partner with you.
Sincerely,
/s/ David M. Cordani
David M. Cordani
| cc: | K. Stevens | ||||
| N. Ryan | |||||
Exhibit 10.3
The Cigna Group
Cigna Long-Term Incentive Plan: Nonqualified Stock Option Grant Agreement
The Cigna Group (“Cigna”) has granted you the option to purchase the number of shares of Cigna Common Stock set forth below in this Option Grant Agreement (“Option Grant”) under the Cigna Long-Term Incentive Plan (“Plan”). The date of your Option Grant (“Grant Date”), the dates on which your Option Grant is scheduled to vest (“Vesting Dates”) and the date on which it is scheduled to expire (“Expiration Date”) are also indicated below. The award is subject to the provisions of the Plan and the Terms and Conditions below.
The award of Options pursuant to this Nonqualified Stock Option Grant is expressly conditioned on your acceptance of the terms and conditions of this Option Grant and of the attached Confidentiality, Non-Competition and Non-Solicitation Agreement (or, with respect to Cigna company employment in California, the attached Confidentiality and Non-Solicitation Agreement) (as applicable, the “Covenant Agreement”). You should carefully read all the terms and conditions of this Option Grant and the attached Covenant Agreement and be sure you understand what they say and what your responsibilities and obligations are before you click on the ACCEPT button to acknowledge and agree to this Option Grant.
If you are not willing to agree to all of the Option Grant and Covenant Agreement terms and conditions, do not accept the Option Grant and do not click the ACCEPT button for the Option Grant Acknowledgment and Agreement. If you do not accept the Option Grant, you will not receive the benefits of the Option Grant.
If you do click on the ACCEPT button, you are accepting and agreeing to all of the terms and conditions of this Option Grant and the Covenant Agreement, which include, among other things, restrictive covenants such as non-competition, customer and employee non-solicitation and non-disclosure provisions and litigation cooperation and intellectual property assignment and assistance provisions.
Participant:
Grant Type:
Plan Name: Cigna Long-Term Incentive Plan
Grant Date:
Grant Expiration Date:
Total Options Granted:
Option Price: (USD)
Vesting Schedule: Please refer to Appendix: Vesting Schedule on the last page of this document
In addition to this Nonqualified Stock Option Grant and the attached Covenant Agreement, you should also read the Plan Document and Key Contacts and Reference Materials document (attached to the Plan) and indicate that you have done so and agree to the terms of all documents attached to this Option Grant by checking the appropriate box in the online grant acceptance process. The Key Contacts and Reference Materials document contains information on how to get important stock award information (such as the Plan Prospectus, Tax Considerations and Cigna's Securities Transactions and Insider Trading Policy) and whom to contact if you have questions.
Please be aware that the Cigna Securities Transactions and Insider Trading Policy places restrictions on your transactions in Cigna securities and requires certain Cigna employees to obtain advance permission from the Corporate Secretary before executing transactions in Cigna securities.
If you have questions about your award, please contact Cigna Shareholder Services by email at shareholderservices@evernorth.com or by phone at 215.761.3516.
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Important Notice: Option Grant and Covenant Agreement Acknowledgment and Agreement
By clicking on the ACCEPT button, I:
Acknowledge and represent to Cigna that I have:
1. received the Option Grant, the Terms and Conditions of the Option Grant and the Covenant Agreement;
2. read and understand their terms and conditions, which include, among other things, restrictive covenants such as non-competition, customer and employee non-solicitation and non-disclosure provisions and litigation cooperation and intellectual property assignment and assistance provisions; and
3. received answers to any questions I had about the Option Grant, the Terms and Conditions of the Option Grant and the Covenant Agreement and their respective terms and conditions, including the applicable restrictive covenants.
Scroll down for the TERMS AND CONDITIONS of the Option Grant.
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TERMS AND CONDITIONS OF YOUR [YEAR] GRANT
OF A NONQUALIFIED STOCK OPTION
These Terms and Conditions are an important part of your grant of a nonqualified stock option (Option) from The Cigna Group (Cigna). The terms of your Option are in (a) the electronic Option Grant Agreement above, (b) these Terms and Conditions, (c) the Covenant Agreement, and (d) the applicable Plan provisions.
Certain words in this document with first letters capitalized are defined in the Option Grant Agreement above, these Terms and Conditions, or Article 2 of the Plan. This grant is void if you are not an employee of Cigna or a Subsidiary (a Cigna company) on the Grant Date.
1. The Option
The Option gives you the right to buy a certain number of shares of Cigna Common Stock (Shares) during the Option Period (described in paragraph 2) at the Option Price. Your Option Grant Agreement lists the number of Shares and your Option Price. To buy the Shares at the Option Price, you must exercise the Option.
2. Option Period; Vesting
(a) You can exercise the Option only during the Option Period. The Option becomes exercisable, or “vests,” on the first day of the Option Period and expires on the last day of the Option Period.
(b) The Option Period for the Shares (or for a portion of the Shares) starts on the applicable Vesting Date as shown in the Appendix: Vesting Schedule. The Appendix contains the Vesting Schedule for the Option.
(c) The Option Period for all the Shares ends, and the Option will expire, at 5:00 p.m. Philadelphia time on the Expiration Date, or, if you have a Termination prior to that time, then the Option Period will end, and the Option will expire, as described under Early Expiration in paragraph 4.
(d) Unless the Option vests early or continues to vest under paragraph 3 below, any portion of the Option that is not vested and exercisable as of the date of your Termination shall be immediately and automatically forfeited.
3. Early or Continued Vesting
The Option may vest earlier than the dates listed on the Appendix or continue to vest after your Termination date, as described here. If your Termination occurs before the Option vests under the Vesting Schedule set forth on the Appendix, the Option will vest on your Termination date or continue to vest after your Termination date (as applicable), but only if your Termination is described in this paragraph 3 or as otherwise determined by the Committee.
(a)The Option will fully vest on your Termination date if your Termination is due to death or Disability or a Termination Upon a Change of Control.
(b) The Option may continue to vest following your Termination due to Early Retirement or Retirement if:
(1)The date of Termination due to your Early Retirement or Retirement is at least six (6) months after the Grant Date, provided that this requirement may be waived by (i) Cigna's Senior Human Resources Officer in certain limited and unanticipated circumstances, or (ii) with respect to the CEO or any executive officer who is subject to the requirements of Section 16(a) of the Exchange Act (“Executive Officer”), the Committee;
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(2)You will not be receiving severance pay from any Cigna company (whether under any severance benefit plan or any contract, agreement or arrangement);
(3)You continue to comply with the terms and conditions of the Covenant Agreement and any other restrictive covenant agreement(s) applicable to you during the continued vesting period; and
(4)The Committee or its designee (including Cigna’s Senior Human Resources Officer) approves the continued vesting before your Termination.
If you want to be considered for continued vesting when you retire, you should review the “Ready to Retire” page on HR Central for more information or contact Cigna Shareholder Services (shareholderservices@evernorth.com) if you have questions. You must submit your consideration request far enough in advance of your retirement so there is time to process your request.
A Termination resulting from a Cigna divestiture, outsourcing or other business transaction where you become employed by the buyer, vendor or other entity involved in the transaction will not constitute a Retirement or Early Retirement under this paragraph 3(b).
(c) The Option will continue to vest for a period of twelve (12) months following the date of your Involuntary Termination as if you had remained employed for such twelve (12) month period. For example, if the date of your Involuntary Termination is June 1, 2026 you will vest in any portion of the Option scheduled to vest on or before June 1, 2027 on the otherwise scheduled Vesting Date.
The continued vesting described in this paragraph 3(c) is subject to (and contingent upon) your ongoing compliance with the terms and conditions of the Covenant Agreement and any other restrictive covenant agreement(s) applicable to you during the continued vesting period.
A Termination resulting from a Cigna divestiture, outsourcing or other business transaction where you become employed by the buyer, vendor or other entity involved in the transaction will not constitute an Involuntary Termination under this paragraph 3(c).
(d) If approved by (1) Cigna's Senior Human Resources Officer or his or her designee, or (2) the Committee (with respect to the CEO or any Executive Officer) before your Termination, your Option may continue to vest following your Termination if you (i) continue to provide services to Cigna as a consultant or contractor, and (ii) continue to comply with the terms and conditions of the Covenant Agreement and any other restrictive covenant agreement(s) applicable to you during the continued vesting period.
The continued vesting period, if any, under this paragraph 3(d) shall be equal to the period of your continued services to Cigna as a consultant or contractor.
Unless otherwise determined by the Committee, the continued vesting period described in this paragraph 3(d) will immediately cease on the date that you stop providing services to Cigna as a consultant or contractor, regardless of the reason your consulting or contracting services terminated. The foregoing notwithstanding, if your consulting or contracting services end due to your death or Disability, the Option will vest on the date that your services terminate.
(e) For avoidance of doubt, the continued vesting described in paragraphs 3(b), 3(c) and 3(d) above is expressly subject to (and contingent upon) your ongoing compliance with the Covenant Agreement and any other restrictive covenant agreement(s) applicable to you during the continued vesting period. If a Violation (as defined below) occurs or is discovered following your Termination, then, in addition to any other remedies available to Cigna under this Option
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Grant Agreement or the Covenant Agreement, any then outstanding portion of this Option (whether vested or unvested) shall be immediately and automatically cancelled and forfeited.
4. Early Expiration upon Termination; Exceptions
(a) Upon your Termination (other than a Termination for Cause), the Option will expire on the earlier of the Grant Expiration Date or ninety (90) days after your Termination date unless one of the exceptions described in paragraph 4(b) through (f) applies.
(b) If (1) your Termination is because of your death, Disability or Retirement (only if approved under paragraph 3(b) above), and (2) you will not be receiving severance pay from any Cigna company (whether under any severance benefit plan or any contract, agreement or arrangement), then the Option will expire at 5:00 p.m. Philadelphia time on the Expiration Date.
(c) If your Termination is because of your Early Retirement (only if approved under paragraph 3(b) above), and you will not be receiving severance pay from any Cigna company (whether under any severance benefit plan or any contract, agreement or arrangement), the Option will expire at 5:00 p.m. Philadelphia time on:
(1) The earlier of the Expiration Date or the third anniversary of your Termination date; or
(2) The Expiration Date if, within six months before your Termination date, you were a member of the Executive Leadership Team (ELT).
(d) If your Termination is an Involuntary Termination, the Option will expire on the earlier of (1) the Expiration Date or (2) ninety (90) days after the first anniversary of your Termination date.
(e) If your Termination is Upon a Change of Control (of The Cigna Group), the Option will expire on the earlier of the Expiration Date or the third anniversary of your Termination date.
(f) The Option will expire immediately upon your Termination for Cause.
5. Exercising the Option; Tax Withholding
(a) Cigna may limit your rights to exercise the Option and to sell any Shares you acquire by exercising the Option. Your rights are subject to the terms of Cigna's Securities Transactions and Insider Trading Policy, and Cigna reserves the right, for any reason at any time, to suspend or delay action on any request you make to exercise the Option or sell the Shares. To comply with legal requirements, Cigna may restrict the method by which you exercise the Option.
(b) If, because of limitations imposed by applicable law, you cannot exercise the Option before it expires, then the Option will not expire on the date described in paragraph 4. Instead, the Option Period will be extended temporarily until the earlier of (1) ten business days after the first date on which the Option again becomes exercisable without the limitations or (2) 5:00 p.m. Philadelphia time on the Expiration Date.
(c) To exercise all or part of the Option, you must (1) complete and submit any required Option exercise form or electronic exercise instructions and (2) pay the Option Price and any required tax withholding.
(d) You may pay the Option Price with cash. If you pay with cash, you must also pay any applicable withholding tax liability in cash before Shares will be deposited in your Stock Account or delivered to you.
(e) If you are a Cigna company employee when you exercise the Option, you may pay the Option Price with Shares that are in your Stock Account if:
(1) you first purchased the shares on the open market; or
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(2) at least six months have elapsed after the:
(A) grant date, if you received the shares as a grant of unrestricted Shares;
(B) vesting date, if you received them as a grant of Restricted Stock; or
(C) purchase date, if you bought them through a previous option exercise.
You will not be allowed to pay the Option Price with Shares if Cigna in its sole discretion determines that it would risk adverse tax or accounting consequences as a result. If you are not a Cigna company employee when you exercise the Option, or if your beneficiary or estate exercises the Option, the Option Price cannot be paid in shares of stock.
(f) If you pay the Option Price in Shares:
(1) You must exercise the Option for at least 50 Shares.
If there are not at least 50 Shares underlying the Option, you must exercise the Option for all the Shares.
(2) You must pay any applicable tax-withholding obligation.
Cigna reserves the right to withhold from the Shares you purchase enough Shares to meet all or part of any applicable tax-withholding obligation.
If you are an Executive Officer when you exercise the Option, you may satisfy part of the withholding obligation by remitting to Cigna Shares you have owned for at least six months as of the date the withholding obligation arises.
(g) You may pay the Option Price through a cashless exercise of the Option. Cigna reserves the right to change the rules that apply to cashless exercises, or end your ability to do a cashless exercise, at any time.
6. Book-Entry Shares
Cigna (or a custodian appointed by Cigna) will hold any Shares you, your beneficiary or estate acquire upon exercise of the Option in book-entry form in a Stock Account. That is, a record of Share ownership will be kept electronically.
7. Conditions of Grant
(a) By accepting the grant, you are agreeing:
(1) to the Inventions provision in paragraph 7(b);
(2) to the restrictions contained in the attached Covenant Agreement and in paragraph 7(c)(2) below (such restrictions collectively, the “Promises”);
(3) to notify Cigna if you accept an offer to perform services for any individual or entity while you are subject to the non-competition Promise under the Covenant Agreement. Such notice shall be provided by email to noncompete@evernorth.com within 10 days of your acceptance of the offer and shall identify the individual or entity and your anticipated start date;
(4) to disclose the terms of the Promises (including, without limitation, the Promises related to non-solicitation and non-competition) and the consequences of a Violation (as defined below) to any individual or entity for whom you perform services during the 12 month period immediately following your Termination; and
(5) not to engage in any activity that would constitute a Violation (as defined below).
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You understand and agree that the conditions of the grant set forth in this paragraph 7(a) are a material part of the inducement for Cigna's granting you the Option and essential pre-conditions to your eligibility to exercise any rights associated with the Option and retain any benefit from exercising the Option.
The award of Options pursuant to this Nonqualified Stock Option Grant is expressly conditioned on your acceptance of the terms and conditions of this Option Grant and of the attached Covenant Agreement. If you decide to accept this Nonqualified Stock Option Grant, you are accepting and agreeing to all of the terms and conditions of this Option Grant and of the attached Covenant Agreement, which include, among other things, restrictive covenants such as non-competition, customer and employee non-solicitation and non-disclosure provisions and litigation cooperation and intellectual property assignment and assistance provisions.
You should review the terms of this Option Grant and the Covenant Agreement carefully to ensure that you understand what they say and what your responsibilities and obligations are before you click on the accept button to acknowledge and agree to this Option Grant.
(b) Inventions
(1) You hereby assign and promise to assign to Cigna companies or their designee, all your right, title, and interest in and to any and all current and future Inventions. You acknowledge that all original works of authorship which you make (whether alone or jointly with others) within the scope of your Cigna company employment and which are protectable by copyright are “works made for hire,” as defined in the United States Copyright Act.
(2) You agree to (i) maintain and make available adequate current records, including electronic records, notes, sketches and drawings, of all Inventions you make, and (ii) disclose such Inventions in writing upon request. These records will remain the property of Cigna companies.
(3) If in the course of your Cigna company employment, you incorporate a Prior Invention into any Cigna company work product, you grant Cigna companies a nonexclusive, royalty-free, irrevocable, perpetual, worldwide license to use the Prior Invention as part of or in connection with the work product. Within 45 days after the date of this grant, you agree to notify Cigna Shareholder Services (shareholderservices@evernorth.com) of any Prior Inventions that you are not assigning under this paragraph 7(b).
(4) “Inventions” means any and all inventions, original works of authorship, developments, concepts, sales methods, improvements, trade secrets, or similar intellectual property, whether or not patentable or registrable under copyright or similar laws, that relate to any Cigna company’s current or proposed business, work products or research and development which you have or will solely or jointly conceive, develop, reduce to practice, or fix during your Cigna company employment.
(5) “Prior Inventions” means all inventions, original works of authorship, developments, concepts, sales methods, improvements, trade secrets or similar intellectual property, whether or not patentable or registrable under copyright or similar laws, that relate to any Cigna company’s current or proposed business, work products or research and development which you conceived, developed, reduced to practice or fixed before your Cigna company employment and which belong to you.
(c) Violation
You will engage in a “Violation” if, directly or indirectly, you engage in any willful misconduct as described in paragraph 7(c)(1) below or you break any of the Promises.
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(1) Willful Misconduct:
(A) You have a Termination initiated by a Cigna company because you engaged in conduct that constitutes a gross violation of Cigna's Code of Ethics and Principles of Conduct or other employment policies.
(B) You do anything else while an employee of any Cigna company that is not discovered by the company until after your Termination and that would, if you had still been employed at the time of the discovery, be reason for your Termination for willful misconduct, as described above.
(2) Promise to Assist with Patent and Copyright Registrations:
(A)You Promise that, during your Cigna company employment and after your Termination, you will assist Cigna companies, should they request and at Cigna’s expense, to secure their rights (including any copyrights, patents, trademarks or other intellectual property rights) in or relating to the Inventions in any and all countries, including by:
(i) disclosing to Cigna Companies all pertinent information and data; and
(ii) executing all applications, assignments or other instruments necessary to apply for and obtain these rights and assign them to Cigna companies.
8. Consequences of a Violation: Payment to Cigna
Important: This paragraph 8 is not Cigna's only remedy for a Violation. Cigna may seek any additional legal or equitable remedy, including as described in the Covenant Agreement.
(a) If you engage in any Violation at any time, Cigna will cancel any part of the Option you have not yet exercised.
(b) You must immediately make the Payment described in paragraph 8(c) to Cigna in the manner described in paragraph 8(d) if:
(1) You engage in a Violation of the non-competition or non-solicitation restrictions of the Covenant Agreement; or
(2) You engage in a Violation described in paragraph 7(c)(1) (willful misconduct) or any other Violation (e.g. you disclose Cigna company Confidential Information in violation of the Covenant Agreement) at any time.
(c) The Payment requirement applies only to the parts of the Option, if any, that you exercise during the 24-month period prior to the date of your Termination and thereafter. “Payment” means the amount equal to:
(1) the number of Shares you acquire when you exercise the Option;
multiplied by
(2) the excess of (A) the Fair Market Value on the date you exercise the Option over (B) the Option Price;
plus
(3) the total amount of all dividends, if any, paid on those Shares through the date of the Payment.
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(d) Cigna will recover the Payment from you by any means permitted by applicable law, at the sole discretion of Cigna management, including but not limited to any or all of the following methods:
(1) If you have any Shares in a Stock Account or in any other account in book-entry form when a Violation occurs, Cigna will take back from you the whole number of Shares that has a total Fair Market Value as of the date of the Violation up to, but not more than, the Payment amount.
(2) Cigna will, to the extent permitted by applicable law, reduce:
(A) The amount of any payments that any Cigna company owes you for any reason (including without limit any payments owed to you under any nonqualified retirement, deferred compensation or other plan or arrangement) by
(B) The Payment amount.
This reduction will not occur until the date a future payment to you is due.
(3) Cigna will send you a written notice and demand for all or part of any Payment amount. Within 30 days after you receive that notice and demand, you must make the Payment to Cigna.
(e) (1) If you were an Executive Officer at any time during the 24-month period before the date of a Violation of the Covenant Agreement, the Committee will have the sole discretion to waive your obligation to make all or any part of the Payment (described in this paragraph 8) and to impose conditions on any waiver.
(2) If you are in Career Band 6 or higher on your Termination date but not subject to paragraph 8(e)(1) above, Cigna's Restrictive Covenant Review Committee will have the sole discretion to waive your obligation to make all or any part of the Payment (described in this paragraph 8) and to impose conditions on any waiver.
(3) Otherwise, Cigna's Senior Human Resources Officer, or his or her designee, will have the sole discretion to waive your obligation to make all or any part of the Payment and to impose conditions on any waiver.
(4) Determinations of the Committee, the Restrictive Covenant Review Committee, or Cigna's Senior Human Resources Officer (or his or her designee), will be final and binding on all parties.
9. Consequences of a Violation: Designation of Cigna as Agent and Attorney-in-Fact for Inventions
You agree that:
(a) If Cigna Companies are unable to obtain your signature on any instruments needed to secure their rights in or relating to the Inventions pursuant to paragraph 7(c)(2)(A); then
(b) You hereby appoint Cigna companies and their duly authorized officers as your agents and attorneys in fact to act for and on your behalf to execute and file any documents and take other actions as may be necessary for Cigna companies to secure those rights.
10. Agreeing to Assume Risks
Cigna, its stock plan administrator and its transfer agent will try to process your stock transaction requests in a timely manner; however, Cigna makes no promises or guarantees to you relating to the market price of the Shares or to the time it may take to act on your request to exercise the Option, or sell the Shares. By accepting this Option grant:
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(a) You acknowledge that the action you request may not be completed until several days after you submit it.
(b) You agree to assume the risks, including the risk that the market price of the Shares may change, related to delays described in paragraph 10(a):
(1)Between the time you submit an Option exercise form and the time your Option is actually exercised; and
(2)Between the time you ask for any Shares to be sold and the time your Shares are actually sold.
11. Applicable Law
You understand and agree that, except as otherwise provided in the Covenant Agreement, the terms and conditions of this Option Grant and all determinations made under the Nonqualified Stock Option Grant Agreement, the Plan, and these Terms and Conditions will be interpreted under the laws of the State of Delaware, without regard to its conflict of laws rule.
For the avoidance of doubt, the terms and conditions of the Covenant Agreement and all determinations made under the Covenant Agreement will be interpreted under applicable state law as set forth in the Covenant Agreement.
12. Arbitration
Except as otherwise provided in the Covenant Agreement, if you have an agreement with Cigna to arbitrate employment related disputes, you agree to resolve any disputes relating to this Nonqualified Stock Option Grant through arbitration.
13. Acceptance
If you disagree with any of these Terms and Conditions, or the terms and conditions of the Covenant Agreement, YOU MUST NOT ACCEPT THE OPTION GRANT. If you sign the Option grant or the Covenant Agreement, or acknowledge your acceptance electronically or otherwise, you will be:
(a) Agreeing to all the terms and conditions of the Option grant and of the Covenant Agreement, including the Inventions provision in paragraph 7(b) and all of the Promises;
(b) Warranting and representing to Cigna that you are, and will remain, in full compliance with all applicable terms and conditions;
(c) Authorizing Cigna to recover the Payment described in paragraph 8 and to seek any other available remedy pursuant to the Covenant Agreement if you engage in a Violation; and
(d) Appointing Cigna as your agent and attorney-in-fact to secure rights with respect to Inventions if unable to obtain your signature as described in paragraph 9.
[Year] US Option Grant Agreement including Terms and Conditions
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Exhibit 10.4
The Cigna Group
Cigna Long-Term Incentive Plan: Strategic Performance Share Grant Agreement
The Cigna Group (“Cigna”) has granted you the number of strategic performance shares set forth below in this Strategic Performance Share Grant Agreement (“Strategic Performance Share Grant” or “Grant”) under the Cigna Long-Term Incentive Plan (“Plan”). The date of your Strategic Performance Share Grant (“Grant Date”) is also indicated below. The award is subject to the provisions of the Plan and the Terms and Conditions below.
The award of Shares pursuant to this Strategic Performance Share Grant is expressly conditioned on your acceptance of the terms and conditions of this Grant and of the attached Confidentiality, Non-Competition and Non-Solicitation Agreement (or with respect to Cigna company employment in California, the attached Confidentiality and Non-Solicitation Agreement) (as applicable, the “Covenant Agreement”). You should carefully read all the terms and conditions of this Strategic Performance Share Grant and the attached Covenant Agreement and be sure you understand what they say and what your responsibilities and obligations are before you click on the ACCEPT button to acknowledge and agree to this Grant.
If you are not willing to agree to all of the Grant and Covenant Agreement terms and conditions, do not accept the Grant and do not click the ACCEPT button for the Strategic Performance Share Grant Acknowledgment and Agreement. If you do not accept the Grant, you will not receive the benefits of the Grant.
If you do click on the ACCEPT button, you are accepting and agreeing to all of the terms and conditions of this Strategic Performance Share Grant and the Covenant Agreement, which include, among other things, restrictive covenants such as non-competition, customer and employee non-solicitation and non-disclosure provisions and litigation cooperation and intellectual property assignment and assistance provisions.
Participant:
Grant Type:
Plan Name: Cigna Long-Term Incentive Plan
Grant Date:
Total Granted:
Grant Price: (USD)
Vesting Schedule
| Shares Granted | Approximate Vest Date | ||||
Please Note: The date shown in the Vesting Schedule chart above is not your actual vesting date. It is an approximation of the expected vesting date and is provided due to systems requirements. In accordance with the Terms and Conditions of your Strategic Performance Share Grant, the actual vesting date will be determined by the People Resources Committee of the Board of Directors.
In addition to this Strategic Performance Share Grant and the attached Covenant Agreement, you should also read the Plan Document and Key Contacts and Reference Materials document (attached to the Plan) and indicate that you have done so and agree to the terms of all documents attached to this Grant by checking the appropriate box in the online grant acceptance process. The Key Contacts and Reference Materials document contains information on how to get important award information (such as the Plan Prospectus, Tax Considerations and Cigna's Securities Transactions and Insider Trading Policy) and whom to contact if you have questions.
Please be aware that the Cigna Securities Transactions and Insider Trading Policy places restrictions on your transactions in Cigna securities and requires certain Cigna employees to obtain advance permission from the Corporate Secretary before executing transactions in Cigna securities.
If you have questions about your award, please contact Cigna Shareholder Services by email at shareholderservices@evernorth.com or by phone at 215.761.3516.
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Important Notice: Strategic Performance Share Grant and Covenant Agreement Acknowledgment and Agreement
By clicking on the ACCEPT button, I:
Acknowledge and represent to Cigna that I have:
1. received the Strategic Performance Share Grant, the Terms and Conditions of the Strategic Performance Share Grant and the Covenant Agreement;
2. read and understand their terms and conditions, which include, among other things, restrictive covenants such as non-competition, customer and employee non-solicitation and non-disclosure provisions and litigation cooperation and intellectual property assignment and assistance provisions; and
3. received answers to any questions I had about the Grant, the Terms and Conditions of the Grant and the Covenant Agreement and their terms and conditions, including the applicable restrictive covenants.
Scroll down for the TERMS AND CONDITIONS of the Strategic Performance Share Grant.
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TERMS AND CONDITIONS OF YOUR [YEAR] GRANT
OF STRATEGIC PERFORMANCE SHARES
These Terms and Conditions are an important part of your grant of Strategic Performance Shares from The Cigna Group (Cigna). The terms of your Strategic Performance Share grant are in: (a) the electronic Strategic Performance Share Grant Agreement above, (b) these Terms and Conditions (including Schedule 1), (c) the Covenant Agreement, and (d) the Cigna Long-Term Incentive Plan (Plan).
Certain words in this document with first letters capitalized are defined in the Strategic Performance Share Grant Agreement above, these Terms and Conditions or Article 2 of the Plan. This grant is void if you are not an employee of Cigna or a Subsidiary (a Cigna company) on the Grant Date.
1. Strategic Performance Shares; Performance Period
Each Strategic Performance Share (Performance Share) represents a conditional right to receive one share of Cigna Common Stock (Share), subject to the performance, vesting and payment provisions described below. The Performance Period applicable to your award is January 1, [____] to December 31, [____] (the Performance Period).
2. Restrictions
Performance Shares are subject to certain Restrictions from the Grant Date until the Payment Date described in paragraph 4. The Restrictions are:
(a) You cannot sell or transfer the Performance Shares to anyone;
(b) Unless an exception applies (described in paragraph 4) or unless otherwise determined by the Committee, you will forfeit (lose your right to) your unvested Performance Shares and all related rights immediately upon your Termination; and
(c) Of the Performance Shares awarded to you (Shares Awarded), the number of Performance Shares, if any, that you earn and for which you may receive payment (Shares Earned) is subject to the performance criteria described in Schedule 1.
Article 11 of the Plan describes these Restrictions in more detail. In addition to these Restrictions, you must also comply with all the terms and conditions of this grant and the Covenant Agreement.
3. Performance Shares Earned
(a) Schedule 1 specifies the performance criteria applicable to your Shares Awarded. Except as provided in paragraph 4, after the end of the Performance Period, the Committee shall determine whether and to what extent these performance criteria have been achieved for purposes of determining the Vesting Percentage applicable to your Performance Shares (Shares Earned Percentage).
(b) Any Shares Awarded that are not Shares Earned after giving effect to the Committee’s determinations under this paragraph 3 shall terminate and become null and void immediately following such determinations.
4. Eligibility for Payment
(a) Except as described in paragraph 4(b) and subject to paragraph 4(c) and paragraph 3, the Restrictions on the Performance Shares will end (your Performance Shares will vest) on the Payment Date described in paragraph 5, but only if you remain continuously employed
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by a Cigna company until the Payment Date and comply with all the terms and conditions of this grant and the Covenant Agreement.
(b) Notwithstanding paragraph 4(a) and subject to paragraph 4(c) and paragraph 3, if your Termination is before the Payment Date:
(1) Your Performance Shares will vest upon your Termination if it is a Termination Upon a Change of Control. If your Performance Shares vest under this paragraph 4(b)(1), the Shares Earned Percentage shall be 100%.
(2) Your Performance Shares will vest upon your Termination if it is due to your death or Disability. If your Performance Shares vest under this paragraph 4(b)(2), the Shares Earned Percentage shall be 100%.
(3) Your Performance Shares may continue to vest following your Termination due to your Early Retirement or Retirement if:
(i) The date of Termination due to your Early Retirement or Retirement is at least six (6) months after the Grant Date, provided that this requirement may be waived by (i) Cigna's Senior Human Resources Officer in certain limited and unanticipated circumstances, or (ii) with respect to the CEO or any executive officer who is subject to the requirements of Section 16(a) of the Exchange Act (“Executive Officer”), the Committee;
(ii) You will not be receiving severance pay from any Cigna company (whether under any severance benefit plan or any contract, agreement or arrangement);
(iii) You continue to comply with the terms and conditions of the Covenant Agreement and any other restrictive covenant agreement(s) applicable to you during the continued vesting period; and
(iv) The Committee or its designee (including Cigna’s Senior Human Resources Officer) approves the continued vesting before your Termination.
If you want to be considered for continued vesting when you retire, you should review the “Ready to Retire” page on HR Central for more information or contact Cigna Shareholder Services (shareholderservices@evernorth.com) if you have questions. You must submit your consideration request far enough in advance of your retirement so there is time to process your request.
A Termination resulting from a Cigna divestiture, outsourcing or other business transaction where you become employed by the buyer, vendor or other entity involved in the transaction will not constitute a Retirement or Early Retirement under this paragraph 4(b)(3).
If your Performance Shares continue to vest under this paragraph 4(b)(3), the Performance Shares will be prorated based on the amount of time you were employed by a Cigna company during the applicable Performance Period prior to, and inclusive of, your Early Retirement or Retirement date and then the Shares Earned Percentage shall be determined by the Committee under paragraph 3(a) above and applied.
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(4) Your Performance Shares will continue to vest following your Termination if your Termination is an Involuntary Termination that occurs within twelve (12) months of the Approximate Vest Date for the Performance Shares described in the Strategic Performance Share Grant Agreement above. For example, if the date of your Involuntary Termination is June 1, 2027 you will vest in any Performance Shares scheduled to be paid on or before June 1, 2028 on the otherwise scheduled Payment Date.
Unless otherwise determined by the Committee, if your Performance Shares continue to vest under this paragraph 4(b)(4), the Performance Shares will be prorated based on the amount of time you were employed by a Cigna company during the applicable Performance Period prior to, and inclusive of, the date of your Involuntary Termination and then the Shares Earned Percentage shall be determined by the Committee under paragraph 3(a) above and applied. Subject to Section 15.2(b) of the Plan, The Cigna Group’s Shareholder Services team shall have the authority to determine the extent of proration if you were not employed by a Cigna company for the entire Performance Period.
The continued vesting described in this paragraph 4(b)(4) is subject to (and contingent upon) your ongoing compliance with the terms and conditions of the Covenant Agreement and any other restrictive covenant agreement(s) applicable to you during the continued vesting period.
A Termination resulting from a Cigna divestiture, outsourcing or other business transaction where you become employed by the buyer, vendor or other entity involved in the transaction will not constitute an Involuntary Termination under this paragraph 4(b)(4).
(5) If approved by (1) Cigna's Senior Human Resources Officer or his or her designee, or (2) the Committee (with respect to the CEO or any Executive Officer) before your Termination, your Shares may continue to vest following your Termination if you (i) continue to provide services to Cigna as a consultant or contractor, and (ii) continue to comply with the terms and conditions of the Covenant Agreement and any other restrictive covenant agreement(s) applicable to you during the continued vesting period.
If your Performance Shares continue to vest under this paragraph 4(b)(5), the Shares Earned Percentage shall be determined by the Committee under paragraph 3(a) above.
The continued vesting period, if any, under this paragraph 4(b)(5) shall be equal to the period of your continued services to Cigna as a consultant or contractor.
Unless otherwise determined by the Committee, the continued vesting period described in this paragraph 4(b)(5) will immediately cease on the date that you stop providing services to Cigna as a consultant or contractor, regardless of the reason your consulting or contracting services terminated. The foregoing notwithstanding, if your consulting or contracting services to Cigna terminate upon one of the events described in paragraph 4(b)(2) above, the Performance Shares will vest on the date that your services terminate.
(6) For avoidance of doubt, the continued vesting described in paragraphs 4(b)(3), 4(b)(4) and 4(b)(5) above is expressly subject to (and contingent upon) your ongoing compliance with the Covenant Agreement and any other restrictive covenant agreement(s) applicable to you during the continued vesting period. If a
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Violation (as defined below) occurs or is discovered following your Termination, then, in addition to any other remedies available to Cigna under this Grant or the Covenant Agreement, any then unvested Performance Shares shall be immediately and automatically forfeited.
(c) You must comply in all respects with the terms and conditions of this Grant and the Covenant Agreement.
5. Payment
(a) Except as provided in paragraph 5(b) and 5(c), below, your vested Shares Earned under this grant will be paid in the year following the close of the Performance Period on the date within such year specified by the Committee (Payment Date).
(b) Any Performance Shares that vest on account of your Termination due to death or Disability will be paid during the 90 day period immediately following your Termination due to death or Disability to you (or to your estate, in the case of death).
(c) Any Performance Shares that vest on account of your Termination Upon a Change of Control will be paid during the 30 day period immediately following your Termination Upon a Change of Control.
(d) For each Share Earned that vests, Cigna will make payment by issuing one Share as of the Payment Date. Until the Shares are issued to you, you will not be a Cigna shareholder, not have the right to vote the Shares, and not receive actual dividends.
6. Taxes
Section 17.7 of the Plan shall apply to any tax withholding that may be required by law for Performance Shares or Shares. Upon the vesting or payment of any Performance Share, Cigna reserves the right to withhold enough newly-issued Shares to cover all or part of any applicable tax withholding.
7. Book-Entry Shares; Sale of Shares
(a) Upon payment of the Shares as described in paragraph 5, Cigna (or a custodian appointed by Cigna) will hold your Shares in book-entry form in a Stock Account. That is, a record of your Share ownership will be kept electronically.
(b) You may generally sell or transfer the Shares at any time, but your right to sell the Shares may be limited by Cigna. This right is subject to the terms of Cigna's Securities Transactions and Insider Trading Policy, and Cigna reserves the right, for any reason at any time, to suspend or delay action on any request you make to sell the Shares.
8. Conditions of Grant
(a) By accepting the grant, you are agreeing:
(1) to the Inventions provision in paragraph 8(b);
(2) to the restrictions contained in the attached Covenant Agreement and in paragraph 8(c)(2) below (such restrictions collectively, the “Promises”);
(3) to notify Cigna if you accept an offer to perform services for any individual or entity while you are subject to the non-competition Promise under the Covenant Agreement. Such notice shall be provided by email to
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noncompete@evernorth.com within 10 days of your acceptance of the offer and shall identify the individual or entity and your anticipated start date;
(4) to disclose the terms of the Promises (including, without limitation, the Promises related to non-solicitation and non-competition) and the consequences of a Violation (as defined below) to any individual or entity for whom you perform services during the 12 month period immediately following your Termination; and
(5) not to engage in any activity that would constitute a Violation (as defined below).
You understand and agree that the conditions of the grant set forth in this paragraph 8(a) are a material part of the inducement for Cigna's granting you the Performance Shares and essential pre-conditions to your eligibility to exercise any rights associated with the Grant and retain any benefit from the vesting of the Performance Shares and issuance of the Shares.
The award of Shares pursuant to this Strategic Performance Share Grant is expressly conditioned on your acceptance of the terms and conditions of this Grant and of the attached Covenant Agreement. If you decide to accept this Strategic Performance Share Grant, you are accepting and agreeing to all of the terms and conditions of this Grant and of the attached Covenant Agreement, which include, among other things, restrictive covenants such as non-competition, customer and employee non-solicitation and non-disclosure provisions and litigation cooperation and intellectual property assignment and assistance provisions.
You should review the terms of this Grant and the Covenant Agreement carefully to ensure that you understand what they say and what your responsibilities and obligations are before you click on the accept button to acknowledge and agree to this Grant.
(b) Inventions
(1) You hereby assign and promise to assign to Cigna companies or their designee, all your right, title, and interest in and to any and all current and future Inventions. You acknowledge that all original works of authorship which you make (whether alone or jointly with others) within the scope of your Cigna company employment and which are protectable by copyright are “works made for hire,” as defined in the United States Copyright Act.
(2) You agree to (i) maintain and make available adequate current records, including electronic records, notes, sketches and drawings, of all Inventions you make, and (ii) disclose such Inventions in writing upon request. These records will remain the property of Cigna companies.
(3) If in the course of your Cigna company employment, you incorporate a Prior Invention into any Cigna company work product, you grant Cigna companies a nonexclusive, royalty-free, irrevocable, perpetual, worldwide license to use the Prior Invention as part of or in connection with the work product. Within 45 days after the date of this grant, you agree to notify Cigna Shareholder Services (shareholderservices@evernorth.com) of any Prior Inventions that you are not assigning under this paragraph 8(b).
(4) “Inventions” means any and all inventions, original works of authorship, developments, concepts, sales methods, improvements, trade secrets, or similar intellectual property, whether or not patentable or registrable under copyright or similar laws, that relate to any Cigna company’s current or proposed business,
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work products or research and development which you have or will solely or jointly conceive, develop, reduce to practice, or fix during your Cigna company employment.
(5) “Prior Inventions” means all inventions, original works of authorship, developments, concepts, sales methods, improvements, trade secrets or similar intellectual property, whether or not patentable or registrable under copyright or similar laws, that relate to any Cigna company’s current or proposed business, work products or research and development which you conceived, developed, reduced to practice or fixed before your Cigna company employment and which belong to you.
(c) Violation
You will engage in a “Violation” if, directly or indirectly, you engage in any willful misconduct as described in paragraph 8(c)(1) below or you break any of the “Promises”.
(1) Willful Misconduct:
(A) You have a Termination initiated by a Cigna company because you engaged in conduct that constitutes a gross violation of Cigna's Code of Ethics and Principles of Conduct or other employment policies.
(B) You do anything else while an employee of any Cigna company that is not discovered by the company until after your Termination and that would, if you had still been employed at the time of the discovery, be reason for your Termination for willful misconduct, as described above.
(2) Promise to Assist with Patent and Copyright Registrations:
(A) You Promise that, during your Cigna company employment and after your Termination, you will assist Cigna companies, should they request and at Cigna's expense, to secure their rights (including any copyrights, patents, trademarks or other intellectual property rights) in or relating to the Inventions in any and all countries, including by:
(i)disclosing to Cigna Companies all pertinent information and data; and
(ii)executing all applications, assignments or other instruments necessary to apply for and obtain these rights and assign them to Cigna companies.
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9. Consequences of a Violation: Payment to Cigna
Important: This paragraph 9 is not Cigna's only remedy for a Violation. Cigna may seek any additional legal or equitable remedy, including as described in the Covenant Agreement.
(a) If you engage in any Violation at any time:
(1) You will immediately forfeit all unvested Performance Shares; and
(2) No payment will be made for any Performance Shares that have vested under paragraph 4(b) if the Violation occurs before the applicable Payment Date.
(b) You must immediately make the Payment described in paragraph 9(c) to Cigna in the manner described in paragraph 9(d) if:
(1) You engage in a Violation of the non-competition or non-solicitation restrictions of the Covenant Agreement; or
(2) You engage in a Violation described in paragraph 8(c)(1) (willful misconduct) or any other Violation (e.g. you disclose Cigna company Confidential Information in violation of the Covenant Agreement) at any time.
(c) “Payment” is the value you realize from any Performance Shares that are paid under paragraph 5 during the 12-month period prior to the date of your Termination and thereafter. The Payment will equal:
(1) The number of Performance Shares that are paid during the applicable period;
multiplied by
(2) The Fair Market Value of the Shares issued on the Payment Date for those Performance Shares;
plus
(3) The total amount of all actual dividends, if any, paid to you on those Shares through the date of the Payment described in paragraph 9(d).
(d) Cigna will recover the Payment from you by any means permitted by applicable law, at the sole discretion of Cigna management, including but not limited to any or all of the following methods:
(1) If you have any Shares in a Stock Account or in any other account in book-entry form when a Violation occurs, Cigna will take back from you the whole number of Shares that has a total Fair Market Value as of the date of the Violation up to, but not more than, the Payment amount.
(2) Cigna will, to the extent permitted by applicable law, reduce:
(A) The amount of any payments that any Cigna company owes you for any reason (including without limit any payments owed to you under any nonqualified retirement, deferred compensation or other plan or arrangement) by
(B) The Payment amount.
This reduction will not occur until the date a future payment to you is due.
(3) Cigna will send you a written notice and demand for all or part of any Payment amount. Within 30 days after you receive that notice and demand, you must make the Payment to Cigna.
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(e) (1) If you were an Executive Officer at any time during the 24-month period before the date of a Violation of the Covenant Agreement, the Committee will have the sole discretion to waive your obligation to make all or any part of the Payment (described in this paragraph 9) and to impose conditions on any waiver.
(2) If you are in Career Band 6 or higher on your Termination date but not subject to paragraph 9(e)(1) above, Cigna's Restrictive Covenant Review Committee will have the sole discretion to waive your obligation to make all or any part of the Payment (described in this paragraph 9) and to impose conditions on any waiver.
(3) Otherwise, Cigna's Senior Human Resources Officer, or his or her designee, will have the sole discretion to waive your obligation to make all or any part of the Payment and to impose conditions on any waiver.
(4) Determinations of the Committee, the Restrictive Covenant Review Committee, or Cigna's Senior Human Resources Officer (or his or her designee), will be final and binding on all parties.
10. Consequences of a Violation: Designation of Cigna as Agent and Attorney-in-Fact for Inventions
You agree that:
(a) If Cigna Companies are unable to obtain your signature on any instruments needed to secure their rights in or relating to the Inventions pursuant to paragraph 8(c)(2)(A); then
(b) You hereby appoint Cigna companies and their duly authorized officers as your agents and attorneys in fact to act for and on your behalf to execute and file any documents and take other actions as may be necessary for Cigna companies to secure those rights.
11. Agreeing to Assume Risks
Cigna, its stock plan administrator and its transfer agent will try to process your stock transaction requests in a timely manner; however, Cigna makes no promises or guarantees to you relating to the market price of the Shares or to the time it may take to act on your request to sell the Shares. By accepting this Strategic Performance Share grant:
(a) You acknowledge that the action you request may not be completed until several days after you submit it.
(b) You agree to assume the risks, including the risk that the market price of the Shares may change, related to delays described in paragraph 11(a) between the time you ask for any Shares to be sold and the time your Shares are actually sold.
12. Applicable Law
You understand and agree that, except as otherwise provided in the Covenant Agreement, the terms and conditions of this Strategic Performance Share Grant and all determinations made under the Strategic Performance Share Grant Agreement, the Plan, and these Terms and Conditions will be interpreted under the laws of the State of Delaware, without regard to its conflict of laws rule.
For the avoidance of doubt, the terms and conditions of the Covenant Agreement and all determinations made under the Covenant Agreement will be interpreted under applicable state law as set forth in the Covenant Agreement.
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13. Arbitration
Except as otherwise provided in the Covenant Agreement, if you have an agreement with Cigna to arbitrate employment-related disputes, you agree to resolve any disputes relating to this Strategic Performance Share Grant through arbitration.
14. Acceptance
If you disagree with any of these Terms and Conditions, or the terms and conditions of the Covenant Agreement, YOU MUST NOT ACCEPT THE STRATEGIC PERFORMANCE SHARE GRANT. If you sign the Strategic Performance Share grant, or the Covenant Agreement, or acknowledge your acceptance electronically or otherwise, you will be:
(a) Agreeing to all the terms and conditions of the Strategic Performance Share grant and of the Covenant Agreement, including the Inventions provision in paragraph 8(b) and all of the Promises;
(b) Warranting and representing to Cigna that you are, and will remain, in full compliance with all applicable terms and conditions;
(c) Authorizing Cigna to recover the Payment described in paragraph 9 and to seek any other available remedy pursuant to the Covenant Agreement, if you engage in a Violation; and
(d) Appointing Cigna as your agent and attorney-in-fact to secure rights with respect to Inventions if unable to obtain your signature as described in paragraph 10.
[Year] US SPS Grant Agreement including Terms and Condition
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Exhibit 10.5
The Cigna Group
Cigna Long-Term Incentive Plan: Restricted Stock Grant Agreement
The Cigna Group (“Cigna”) has granted you the number of shares of restricted stock of Cigna set forth below in this Restricted Stock Grant Agreement (“Restricted Stock Grant” or “Grant”) under the Cigna Long-Term Incentive Plan (“Plan”). The date of your Restricted Stock Grant (“Grant Date”) and the dates on which your Grant is scheduled to vest (“Vesting Dates”) are also indicated below. The award is subject to the provisions of the Plan and the Terms and Conditions below.
The award of Shares pursuant to this Restricted Stock Grant is expressly conditioned on your acceptance of the terms and conditions of this Grant and of the attached Confidentiality, Non-Competition and Non-Solicitation Agreement (or, with respect to Cigna company employment in California, the attached Confidentiality and Non-Solicitation Agreement) (as applicable, the “Covenant Agreement”). You should carefully read all the terms and conditions of this Restricted Stock Grant and the attached Covenant Agreement and be sure you understand what they say and what your responsibilities and obligations are before you click on the ACCEPT button to acknowledge and agree to this Grant.
If you are not willing to agree to all of the Grant and Covenant Agreement terms and conditions, do not accept the Grant and do not click the ACCEPT button for the Restricted Stock Grant Acknowledgment and Agreement. If you do not accept the Grant, you will not receive the benefits of the Grant.
If you do click on the ACCEPT button, you are accepting and agreeing to all of the terms and conditions of this Restricted Stock Grant and the Covenant Agreement, which include, among other things, restrictive covenants such as non-competition, customer and employee non-solicitation and non-disclosure provisions and litigation cooperation and intellectual property assignment and assistance provisions.
Participant:
Grant Type:
Plan Name: Cigna Long-Term Incentive Plan
Grant Date:
Total Granted:
Grant Price: (USD)
Vesting Schedule: Please refer to Appendix: Vesting Schedule on the last page of this document
In addition to this Restricted Stock Grant and the attached Covenant Agreement, you should also read the Plan Document and Key Contacts and Reference Materials document (attached to the Plan) and indicate that you have done so and agree to the terms of all documents attached to this Grant by checking the appropriate box in the online grant acceptance process. The Key Contacts and Reference Materials document contains information on how to get important stock award information (such as the Plan Prospectus, Tax Considerations and Cigna's Securities Transactions and Insider Trading Policy) and whom to contact if you have questions.
Please be aware that the Cigna Securities Transactions and Insider Trading Policy places restrictions on your transactions in Cigna securities and requires certain Cigna employees to obtain advance permission from the Corporate Secretary before executing transactions in Cigna securities.
If you have questions about your award, please contact Cigna Shareholder Services by email at shareholderservices@evernorth.com or by phone at 215.761.3516.
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Important Notice: Restricted Stock Grant and Covenant Agreement Acknowledgment and Agreement
By clicking on the ACCEPT button, I:
Acknowledge and represent to Cigna that I have:
1. received the Restricted Stock Grant, the Terms and Conditions of the Restricted Stock Grant and the Covenant Agreement;
2. read and understand their terms and conditions, which include, among other things, restrictive covenants such as non-competition, customer and employee non-solicitation and non-disclosure provisions and litigation cooperation and intellectual property assignment and assistance provisions; and
3. received answers to any questions I had about the Grant, the Terms and Conditions of the Grant and the Covenant Agreement and their respective terms and conditions, including the applicable restrictive covenants.
Scroll down for the TERMS AND CONDITIONS of the Restricted Stock Grant.
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TERMS AND CONDITIONS OF YOUR [YEAR]
RESTRICTED STOCK GRANT
These Terms and Conditions are an important part of your grant of Restricted Stock from The Cigna Group (Cigna). The terms of your Restricted Stock grant are in: (a) the electronic Restricted Stock Grant Agreement above, (b) these Terms and Conditions, (c) the Covenant Agreement and (d) the applicable Plan provisions.
Certain words in this document with first letters capitalized are defined in the Restricted Stock Grant Agreement above, these Terms and Conditions or Article 2 of the Plan. This grant is void if you are not an employee of Cigna or a Subsidiary (a Cigna company) on the Grant Date.
1. Restricted Stock; Restrictions
Shares of Restricted Stock (Shares) are regular shares of Cigna Common Stock, but they are subject to certain Restrictions. The Restrictions are:
(a) You cannot sell or transfer the Shares to anyone during the Restricted Period; and
(b) Unless an exception applies or unless otherwise determined by the Committee or its designee, you will forfeit (lose your right to) the Shares if you have a Termination during the Restricted Period.
Article 7 of the Plan describes these Restrictions in more detail. In addition, you must also comply with all the other terms and conditions of this grant and the Covenant Agreement.
2. Restricted Period; Vesting
The Restricted Period starts on the Grant Date and ends on the Vesting Date. The Restrictions on the Shares will end (your Shares will vest) on the applicable Vesting Date subject to the terms and conditions of this grant and the Covenant Agreement.
Your Shares will vest in accordance with the Vesting Schedule set forth on the Appendix to this Restricted Stock Grant Agreement. Your vesting date may be earlier than the Vesting Date(s) shown on the Appendix (see paragraph 3).
Unless otherwise determined by the Committee or its designee, your Shares will vest on the applicable Vesting Date if you are on a leave of absence on such date.
3. Early or Continued Vesting
In certain situations your vesting date may be earlier than the Vesting Dates described in the Appendix or your Shares will continue to vest after your Termination date:
(a) The Shares will vest upon your Termination if it is a Termination Upon a Change of Control or is due to your death or Disability.
(b) The Shares may continue to vest following your Termination if:
(1) It is due to your Early Retirement or Retirement;
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(2) The date of Termination due to your Early Retirement or Retirement is at least six (6) months after the Grant Date, provided that this requirement may be waived by (i) Cigna's Senior Human Resources Officer in certain limited and unanticipated circumstances, or (ii) with respect to the CEO or any executive officer who is subject to the requirements of Section 16(a) of the Exchange Act (“Executive Officer”), the Committee;
(3) You will not be receiving severance pay from any Cigna company (whether under any severance benefit plan or any contract, agreement or arrangement);
(4) You continue to comply with the terms and conditions of the Covenant Agreement and any other restrictive covenant agreement(s) applicable to you during the continued vesting period; and
(5) The Committee or its designee (including Cigna’s Senior Human Resources Officer) approves the continued vesting before your Termination.
If you want to be considered for continued vesting when you retire, you should review the “Ready to Retire” page on HR Central for more information or contact Cigna Shareholder Services (shareholderservices@evernorth.com) if you have questions. You must submit your consideration request far enough in advance of your retirement so there is time to process your request.
A Termination resulting from a Cigna divestiture, outsourcing or other business transaction where you become employed by the buyer, vendor or other entity involved in the transaction will not constitute a Retirement or Early Retirement under this paragraph 3(b).
(c) If your Termination is an Involuntary Termination, you will continue to vest in the Shares for a period of twelve (12) months following the date of your Involuntary Termination as if you had remained employed for such twelve (12) month period. For example, if the date of your Involuntary Termination is June 1, 2026 you will vest in any Shares scheduled to vest on or before June 1, 2027 on the otherwise scheduled Vesting Date.
The continued vesting described in this paragraph 3(c) is subject to (and contingent upon) your ongoing compliance with the terms and conditions of the Covenant Agreement and any other restrictive covenant agreement(s) applicable to you during the continued vesting period.
A Termination resulting from a Cigna divestiture, outsourcing or other business transaction where you become employed by the buyer, vendor or other entity involved in the transaction will not constitute an Involuntary Termination under this paragraph 3(c).
(d) If approved by (1) Cigna's Senior Human Resources Officer or his or her designee, or (2) the Committee (with respect to the CEO or any Executive Officer) before your Termination, your Shares may continue to vest following your Termination if you (i) continue to provide services to Cigna as a consultant or contractor, and (ii) continue to comply with the terms and conditions of the Covenant Agreement and any other restrictive covenant agreement(s) applicable to you during the continued vesting period.
The continued vesting period, if any, under this paragraph 3(d) shall be equal to the period of your continued services to Cigna as a consultant or contractor.
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Unless otherwise determined by the Committee, the continued vesting period described in this paragraph 3(d) will immediately cease on the date that you stop providing services to Cigna as a consultant or contractor, regardless of the reason your consulting or contracting services terminated. The foregoing notwithstanding, if your consulting or contracting services to Cigna end due to your death or Disability, the shares will vest on the date your services end.
(e) For avoidance of doubt, the continued vesting described in paragraphs 3(b), 3(c) and 3(d) above is expressly subject to (and contingent upon) your ongoing compliance with the Covenant Agreement and any other restrictive covenant agreement(s) applicable to you during the continued vesting period. If a Violation (as defined below) occurs or is discovered following your Termination, then, in addition to any other remedies available to Cigna under this Restricted Stock Grant or the Covenant Agreement, any then unvested Shares shall be immediately and automatically forfeited.
4. Voting Rights; Dividends
(a) You have the right to vote the Shares. If you forfeit a Share, you will also forfeit the right to vote the Share.
(b) You have the right to receive dividends on the Shares. Dividends paid on the Shares during the Restricted Period will be held by Cigna. Subject to the forfeiture provisions of paragraph 4(c) and except as set forth below, your right to receive accumulated dividends on a Share will vest on the scheduled Vesting Date for the Share described in the Appendix (Scheduled Vesting Date). Once a Share vests, your right to future dividends on the Share, and the method of payment, will be the same as for any other Cigna shareholder.
If your Termination qualifies for early vesting under paragraph 3(a) above, your right to receive accumulated dividends on a Share will vest upon your Termination date (instead of on the Scheduled Vesting Date). For avoidance of doubt, if you have a Termination before the Scheduled Vesting Date as described in paragraphs 3(b)-(d) above, your right to receive accumulated dividends on a Share will vest on the Scheduled Vesting Date unless the Share is otherwise forfeited before the Scheduled Vesting Date.
(c) If you forfeit a Share, you will also forfeit the right to any accumulated and future dividends related to the Share.
(d) Vested accumulated dividends, less applicable taxes withheld, will be paid to you in a lump sum within 70 days after the Scheduled Vesting Date. If your Termination qualifies for early vesting under paragraph 3(a) above, vested accumulated dividends, less applicable taxes withheld, will be paid to you in a lump sum within 70 days after your Termination. Cigna will not pay any interest on the accumulated dividends.
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5. Taxes at Vesting
When the Shares vest or there is otherwise a taxable event, you must satisfy any required tax withholding obligation. Cigna reserves the right to withhold enough Shares to cover all or part of any applicable tax withholding. However, if section 83(b) of the Code applies to you and you make a timely election under that provision, you must make an immediate cash payment to satisfy any required tax withholding obligation.
Please note that a taxable event with respect to the Shares may occur prior to the applicable Vesting Date for such Shares if you continue to vest in the Shares following your Termination pursuant to paragraph 3 above and there is no longer a “substantial risk of forfeiture” under section 83(a)(1) of the Code. For example, if you continue to vest in the Shares pursuant to your Retirement under paragraph 3(b), any Shares that remain unvested on the date that you are no longer subject to a “substantial risk of forfeiture” (typically, the date you are no longer subject to a non-compete restriction) will immediately become taxable and Cigna reserves the right to withhold enough Shares to cover all or part of any applicable tax withholding under this paragraph 5.
6. Book-Entry Shares; Sale of Shares
(a) Cigna (or a custodian appointed by Cigna) will hold your Shares before and after vesting in book-entry form in a Stock Account. That is, a record of your Share ownership will be kept electronically.
(b) You may generally sell or transfer vested Shares at any time, but your right to sell the Shares after they vest may be limited by Cigna. This right is subject to the terms of Cigna's Securities Transactions and Insider Trading Policy, and Cigna reserves the right, for any reason at any time, to suspend or delay action on any request you make to sell the Shares.
7. Conditions of Grant
(a) By accepting the grant, you are agreeing:
(1) to the Inventions provision in paragraph 7(b);
(2) to the restrictions contained in the attached Covenant Agreement and in paragraph 7(c)(2) below (such restrictions collectively, the “Promises”);
(3) to notify Cigna if you accept an offer to perform services for any individual or entity while you are subject to the non-competition Promise under the Covenant Agreement. Such notice shall be provided by email to noncompete@evernorth.com within 10 days of your acceptance of the offer and shall identify the individual or entity and your anticipated start date;
(4) to disclose the terms of the Promises (including, without limitation, the Promises related to non-solicitation and non-competition) and the consequences of a Violation to any individual or entity for whom you perform services during the 12 month period immediately following your Termination; and
(5) not to engage in any activity that would constitute a Violation (as defined below).
You understand and agree that the conditions of the grant set forth in this paragraph 7(a) are a material part of the inducement for Cigna's granting you the Shares and essential pre-conditions to your eligibility to exercise any rights associated with the Shares and retain any benefit from the vesting of the Shares.
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The award of Shares pursuant to this Restricted Stock Grant is expressly conditioned on your acceptance of the terms and conditions of this Grant and of the attached Covenant Agreement. If you decide to accept this Restricted Stock Grant, you are accepting and agreeing to all of the terms and conditions of this Grant and of the attached Covenant Agreement, which include, among other things, restrictive covenants such as non-competition, customer and employee non-solicitation and non-disclosure provisions and litigation cooperation and intellectual property assignment and assistance provisions.
You should review the terms of this Grant and the Covenant Agreement carefully to ensure that you understand what they say and what your responsibilities and obligations are before you click on the accept button to acknowledge and agree to this Grant.
(b) Inventions
(1) You hereby assign and promise to assign to Cigna companies or their designee, all your right, title, and interest in and to any and all current and future Inventions. You acknowledge that all original works of authorship which you make (whether alone or jointly with others) within the scope of your Cigna company employment and which are protectable by copyright are “works made for hire,” as defined in the United States Copyright Act.
(2) You agree to (i) maintain and make available adequate current records, including electronic records, notes, sketches and drawings, of all Inventions you make, and (ii) disclose such Inventions in writing upon request. These records will remain the property of Cigna companies.
(3) If in the course of your Cigna company employment, you incorporate a Prior Invention into any Cigna company work product, you grant Cigna companies a nonexclusive, royalty-free, irrevocable, perpetual, worldwide license to use the Prior Invention as part of or in connection with the work product. Within 45 days after the date of this grant, you agree to notify Cigna Shareholder Services (shareholderservices@evernorth.com) of any Prior Inventions that you are not assigning under this paragraph 7(b).
(4) “Inventions” means any and all inventions, original works of authorship, developments, concepts, sales methods, improvements, trade secrets, or similar intellectual property, whether or not patentable or registrable under copyright or similar laws, that relate to any Cigna company’s current or proposed business, work products or research and development which you have or will solely or jointly conceive, develop, reduce to practice, or fix during your Cigna company employment.
(5) “Prior Inventions” means all inventions, original works of authorship, developments, concepts, sales methods, improvements, trade secrets or similar intellectual property, whether or not patentable or registrable under copyright or similar laws, that relate to any Cigna company’s current or proposed business, work products or research and development which you conceived, developed, reduced to practice or fixed before your Cigna company employment and which belong to you.
(c) Violation
You will engage in a “Violation” if, directly or indirectly, you engage in any willful misconduct as described in paragraph 7(c)(1) below, or you break any of the Promises.
(1) Willful Misconduct:
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(A) You have a Termination initiated by a Cigna company because you engaged in conduct that constitutes a gross violation of Cigna's Code of Ethics and Principles of Conduct or other employment policies.
(B) You do anything else while an employee of any Cigna company that is not discovered by the company until after your Termination and that would, if you had still been employed at the time of the discovery, be reason for your Termination for willful misconduct, as described above.
(2) Promise to Assist with Patent and Copyright Registrations:
(A) You Promise that, during your Cigna company employment and after your Termination, you will assist Cigna companies, should they request and at Cigna's expense, to secure their rights (including any copyrights, patents, trademarks or other intellectual property rights) in or relating to the Inventions in any and all countries, including by:
(i)disclosing to Cigna companies all pertinent information and data; and
(ii)executing all applications, assignments or other instruments necessary to apply for and obtain these rights and assign them to Cigna companies.
8. Consequences of a Violation: Payment to Cigna
Important: This paragraph 8 is not Cigna's only remedy for a Violation. Cigna may seek any additional legal or equitable remedy, including as described in the Covenant Agreement.
(a) You will immediately forfeit all unvested Shares if you engage in any Violation at any time.
(b) You must immediately make the Payment described in paragraph 8(c) to Cigna in the manner described in paragraph 8(d) if:
(1) You engage in a Violation of the non-competition or non-solicitation restrictions of the Covenant Agreement; or
(2) You engage in a Violation described in paragraph 7(c)(1) (willful misconduct) or any other Violation (e.g. you disclose Cigna company Confidential Information in violation of the Covenant Agreement) at any time.
(c) “Payment” is the value you realize from any Shares that vest during the 12-month period prior to the date of your Termination and thereafter. The Payment will equal:
(1) The number of Shares that vest during the applicable period;
multiplied by
(2) The Fair Market Value of those Shares on their Vesting Date;
plus
(3) The total amount of all dividends, if any, paid to you on those Shares through the date of the Payment.
(d) Cigna will recover the Payment from you by any means permitted by applicable law, at the sole discretion of Cigna management, including but not limited to any or all of the following methods:
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(1) If you have any Shares in a Stock Account or in any other account in book-entry form when a Violation occurs, Cigna will take back from you the whole number of Shares that has a total Fair Market Value as of the date of the Violation up to, but not more than, the Payment amount.
(2) Cigna will, to the extent permitted by applicable law, reduce:
(A) The amount of any payments that any Cigna company owes you for any reason (including without limit any payments owed to you under any nonqualified retirement, deferred compensation or other plan or arrangement) by
(B) The Payment amount.
This reduction will not occur until the date a future payment to you is due.
(3) Cigna will send you a written notice and demand for all or part of any Payment amount. Within 30 days after you receive that notice and demand, you must make the Payment to Cigna.
(e) (1) If you were an Executive Officer at any time during the 24-month period before the date of a Violation of the Covenant Agreement, the Committee will have the sole discretion to waive your obligation to make all or any part of the Payment (described in this paragraph 8) and to impose conditions on any waiver.
(2) If you are in Career Band 6 or higher on your Termination date but not subject to paragraph 8(e)(1) above, Cigna's Restrictive Covenant Review Committee will have the sole discretion to waive your obligation to make all or any part of the Payment (described in this paragraph 8) and to impose conditions on any waiver.
(3) Otherwise, Cigna's Senior Human Resources Officer, or his or her designee, will have the sole discretion to waive your obligation to make all or any part of the Payment and to impose conditions on any waiver.
(4) Determinations of the Committee, the Restrictive Covenant Review Committee, or Cigna's Senior Human Resources Officer (or his or her designee), will be final and binding on all parties.
9. Consequences of a Violation: Designation of Cigna as Agent and Attorney-in-Fact for Inventions
You agree that:
(a) If Cigna Companies are unable to obtain your signature on any instruments needed to secure their rights in or relating to the Inventions pursuant to paragraph 7(c)(2)(A); then
(b) You hereby appoint Cigna companies and their duly authorized officers as your agents and attorneys in fact to act for and on your behalf to execute and file any documents and take other actions as may be necessary for Cigna companies to secure those rights.
10. Agreeing to Assume Risks
Cigna, its stock plan administrator and its transfer agent will try to process your stock transaction requests in a timely manner; however, Cigna makes no promises or guarantees to you relating to the market price of the Shares or to the time it may take to act on your request to sell the Shares. By accepting this Restricted Stock grant:
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(a) You acknowledge that the action you request may not be completed until several days after you submit it.
(b) You agree to assume the risks, including the risk that the market price of the Shares may change, related to delays described in paragraph 10(a) between the time you ask for any Shares to be sold and the time your Shares are actually sold.
11. Applicable Law
You understand and agree that, except as otherwise provided in the Covenant Agreement, the terms and conditions of this Restricted Stock Grant and all determinations made under the Restricted Stock Grant Agreement, the Plan, and these Terms and Conditions will be interpreted under the laws of the State of Delaware, without regard to its conflict of laws rule.
For the avoidance of doubt, the terms and conditions of the Covenant Agreement and all determinations made under the Covenant Agreement will be interpreted under applicable state law as set forth in the Covenant Agreement.
12. Arbitration
Except as otherwise provided in the Covenant Agreement, if you have an agreement with Cigna to arbitrate employment-related disputes, you agree to resolve any disputes relating to this Restricted Stock Grant through arbitration.
13. Acceptance
If you disagree with any of these Terms and Conditions or the terms and conditions of the Covenant Agreement, YOU MUST NOT ACCEPT THE RESTRICTED STOCK GRANT. If you sign the Restricted Stock Grant or the Covenant Agreement, or acknowledge your acceptance electronically or otherwise, you will be:
(a) Agreeing to all the terms and conditions of the Restricted Stock Grant and of the Covenant Agreement, including the Inventions provision in paragraph 7(b) and all of the Promises;
(b) Warranting and representing to Cigna that you are, and will remain, in full compliance with all applicable terms and conditions;
(c) Authorizing Cigna to recover the Payment described in paragraph 8 and to seek any other available remedy pursuant to the Covenant Agreement, if you engage in a Violation; and
(d) Appointing Cigna as your agent and attorney-in-fact to secure rights with respect to Inventions if unable to obtain your signature as described in paragraph 9.
[Year] US RSG Grant Agreement including Terms and Conditions
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Exhibit 10.6
THE CIGNA GROUP CONFIDENTIALITY, NON-COMPETITION AND NON-SOLICITATION AGREEMENT | ||
In consideration of The Cigna Group and/or its affiliates, subsidiaries, successors, assigns, or related companies or entities (collectively the “Company”) employing me, compensating me, providing me with access to Confidential Information, and/or access to the Company's customers and clients and the opportunity to develop and maintain relationships and goodwill with them, and/or other good and valuable consideration, the adequacy, sufficiency and receipt of which is hereby acknowledged, and intending to be legally bound, the undersigned employee (“Employee”) enters into this Confidentiality, Non-Competition and Non-Solicitation Agreement (the “Agreement”). Employee acknowledges and agrees that the provisions of this Agreement are part of and a condition of Employee’s employment with the Company.
Section 1 Confidentiality, Non-Solicitation & Non-Competition
Section 1.1Confidentiality, Non-Disclosure and Non-Use Obligations.
(a) Employee agrees that all records and Confidential Information obtained by Employee as a result of Employee’s employment with the Company, whether original, duplicated, computerized, memorized, handwritten, or in any other form, and all information contained therein or derived therefrom, are confidential and the sole and exclusive property of the Company. Employee understands and agrees that the business of the Company and the nature of Employee’s employment will require Employee to have access to Confidential Information of and about the Company, its business, its prospects, and its Customers. During Employee’s employment and thereafter, Employee will not use Confidential Information or remove any such records or information from the premises or computer systems of the Company except for the sole purpose of conducting business on behalf of the Company. Employee further agrees that during Employee’s employment and thereafter, Employee will not, without express consent of the Company, divulge or disclose this Confidential Information to any third party other than for the purposes of performing Employee’s job duties with the Company, and under no circumstances will Employee reveal or permit this information to become known by any competitor of the Company.
(b) Employee agrees not to use or attempt to use any Confidential Information on behalf of any person or entity other than the Company, or in any manner which may injure or cause loss or may be calculated to injure or cause loss, whether directly or indirectly, to the Company. If at any time over the last two years of Employee’s employment with the Company, Employee’s position included access to Confidential Information as described above, specifically related to the Company’s procurement of prescription drugs, Employee understands and agrees that Employee’s subsequent employment with a pharmaceutical manufacturer, distributor or supplier (“Pharmaceutical Entity”) would create a substantial risk of use and/or disclosure of Confidential Information with which Employee has been or will be entrusted during Employee’s employment with the Company. Specifically, Employee agrees that the disclosure of such Confidential Information to the Company’s pharmacy benefits management competitors with which one may negotiate in the course of employment with such Pharmaceutical Entity, would cause immediate and irreparable harm to the Company. In light of this risk of disclosure under such circumstances, and in recognition of the severity of harm that would result from such disclosure, Employee acknowledges and agrees that the Company will be entitled to immediate injunctive relief to prevent Employee from disclosing any such Confidential Information in the course of Employee’s employment with any such Pharmaceutical Entity.
(c) During Employee’s employment, Employee will not make, use, or permit to be used, any materials of any nature relating to any matter within the scope of the business of the Company or concerning any of its dealings or affairs other than for the benefit of the Company. Employee will not, after the termination of Employee’s employment, use or permit to be used any such materials and shall return same in accordance with Section 1.2 below.
(d) Employee will promptly notify the Company if Employee becomes aware of or suspects any unauthorized use or disclosure of Confidential Information by Employee or anyone else, whether intentional or accidental.
(e) Notwithstanding anything to the contrary in this Agreement, pursuant to United States federal law as set forth in 18 USC Section 1833(b), Employee understands that Employee will not be held criminally or civilly liable under any federal or state trade secret law for the disclosure of any Confidential Information that is a trade secret that is made: (1) confidentially to a federal, state, or local government official, either directly or indirectly, or to an attorney, and solely for the purpose of reporting or investigating a suspected violation of law; or (2) in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal. If Employee files a lawsuit for retaliation by the Company for reporting a suspected violation of law, Employee may disclose such trade secret to Employee’s attorney and use the trade secret information in related court proceedings, provided that Employee files any document containing the trade secret information under seal and does not disclose the trade secret, except pursuant to court order.
(f) Nothing contained in this Agreement restricts or limits Employee’s right to discuss or disclose information about unlawful acts in the workplace, at work-related events, or between Company employees or the Company and Employee, such as harassment, discrimination, retaliation, sexual assault, or any other conduct that Employee has reason to believe is unlawful, nor does this Agreement prohibit Employee from discussing Employee’s employment or reporting possible violations of law or regulation with the Equal Employment Opportunity Commission, United States Department of Labor, the Occupational Safety and Health Administration, the National Labor Relations Board, the Securities and Exchange Commission, or other federal government agency or state or local government agency. This Agreement does not prohibit Employee from discussing the terms and conditions of Employee’s employment with others to the extent expressly permitted by Section 7 of the National Labor Relations Act or to the extent that such disclosure is protected under the applicable provisions of law or regulation, including but not limited to “whistleblower” statutes or other similar provisions that protect such disclosure. This Agreement also does not prohibit Employee from disclosing or discussing conduct or the existence of a settlement involving conduct relating to a dispute: (1) involving a nonconsensual sexual act or sexual contact, as such terms are defined in section 2246 or title 18, United States Code, or similar applicable tribal or state law; or (2) relating to conduct that is alleged to constitute sexual harassment under applicable federal, tribal, or state law.
Section 1.2Return of Information, Records and Materials.
Employee agrees that upon termination of Employee’s employment with the Company or at the request of the Company at any time, Employee will immediately deliver to the Company all property of the Company, including without limitation all equipment owned or leased by the Company, and all documents, information, records, materials, and copies thereof in any form, that are related in any way to the Company or its business, or which are otherwise referred to in Section 1.1 above and as defined in Section 1.9 below. Employee understands that this includes, but is not limited
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to, delivery to the Company of all documents, memoranda, notes, records, data, computer programs, disks, data contained on hard drives or other computer or electronic storage media, or reports (and all copies thereof) made or compiled by, delivered to, or otherwise acquired by Employee concerning, containing or embodying any Confidential Information.
Section 1.3Non-Competition Covenant.
(a)Employee agrees that, during the Restricted Period and in any Restricted Area, Employee will not, directly or indirectly by assisting, provide services to a Competitor of the Company. Employee’s agreement not to provide such services to a Competitor applies regardless of whether Employee does so as an employee, owner, partner, principal, advisor, independent contractor, consultant, agent, officer, director, investor, or shareholder. Notwithstanding the foregoing, Employee’s ownership of less than 1% of the outstanding shares of a publicly traded company that constitutes a Competitor will not be deemed to be providing services to such Competitor solely by virtue of owning such shares.
(b)Employee agrees that during the Restricted Period, Employee will not, directly or indirectly, work on a Company account on behalf of a Customer or Business Partner or serve as the representative of a Business Partner or Customer for such Business Partner’s or Customer’s relationship with the Company.
(c)During the Restricted Period, if a representative of the Company requests that Employee identify the company or business to which Employee will be or is providing services, or with which Employee will be or is employed, and requests that Employee provide information about the services that Employee is or will be providing to such entity, Employee will provide the Company with a written statement containing such information with sufficient detail to allow the Company to independently assess whether Employee is or will be in violation of this Agreement. Such statement must be delivered to the Company's senior director of Executive Compensation or his or her authorized delegate via personal delivery, email or overnight delivery within five calendar days of Employee’s receipt of such request.
(d)Notwithstanding the foregoing, where applicable, this Section 1.3 will apply only to the extent permissible under (i) the ABA Model Rules of Professional Conduct’s provisions regarding restrictions on the right to practice law, and/or (ii) any applicable state counterpart similarly addressing restrictions on the right to practice law.
Section 1.4Non-Solicitation/Interference - Employees.
(a)Employee acknowledges that the Company has a legitimate protectable interest in maintaining a stable and undisrupted workforce. Employee agrees that during the Restricted Period, Employee will not, directly or indirectly, on behalf of himself/herself, or on behalf of any other person, entity, or organization, employ, solicit for employment, recruit, or otherwise seek to employ or retain the services of any employee or contractor of the Company, or in any way assist or facilitate any such employment, solicitation, or retention effort.
(b)Employee agrees that during the Restricted Period, Employee will not, directly or indirectly, engage in any conduct intended or reasonably calculated to induce or urge any employee or contractor of the Company to discontinue, in whole or in part, his/her employment relationship or engagement with the Company.
(c)The restrictions in this Section apply only to those employees or contractors of the Company with whom Employee worked or whom Employee supervised or about whom Employee obtained non-public information, in each case at any time during the twenty-four months preceding termination of Employee’s employment with the Company.
Section 1.5Non-Solicitation/Interference - Customers or Business Partners.
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(a)Customers / Business Partners.
(i)During the Restricted Period, Employee will not, directly or indirectly, solicit any Customer or Business Partner for the purpose of (A) providing or selling services or goods and products of a nature being provided or sold by the Company, or (B) entering into or seeking to enter into any contract or other arrangement with any Customer or Business Partner for the performance or sale of services or goods and products of a nature being provided or sold by the Company. Employee’s agreement “not to solicit” as set forth in this Section 1.5(a) means that Employee will not, directly or indirectly, initiate any contact or communication with any Customer or Business Partner for the purpose of soliciting, inviting, encouraging, recommending or requesting any Customer or Business Partner to do business with Employee and/or a Competitor in connection with the performance or sale of services or goods and products of a nature being provided or sold by the Company or take a position where Employee would likely engage in such prohibited solicitation.
(ii)During the Restricted Period, Employee will not, directly or indirectly, engage in any conduct intended or reasonably calculated to induce or urge any Customer or Business Partner to discontinue, in whole or in part, its patronage or business relationship with the Company.
(iii)During the Restricted Period, Employee will not, directly or indirectly, accept any business from, provide services to, or do any business with, any Customer or Business Partner in connection with the performance or sale of services or goods and products of a nature being provided or sold by the Company.
(b)Acknowledgement. Employee acknowledges that as a result of Employee’s employment with the Company, Employee will be acting as a representative of the Company and will be using the Company’s assets and resources, and will be benefiting from the Company’s goodwill, name recognition, reputation, and experience in regard to these Customers and Business Partners, and Employee will gain Confidential Information about these Customers and Business Partners, and consequently, the covenants set forth above are reasonable and necessary to protect the Company’s legitimate business interests. Employee agrees that the covenants in this Section will apply to all Customers and Business Partners, even if the identity of certain Customers and Business Partners of the Company may be publicly known, and even if Employee knew or had previous dealings with one or more such Customers or Business Partners prior to Employee’s employment with the Company.
Section 1.6Injunctive Relief; Expedited Discovery.
(a)In the event that Employee breaches or threatens to breach, or the Company reasonably believes Employee is about to breach, any of the restrictive covenants in this Agreement, the Company will be entitled to injunctive relief as well as an equitable accounting of all earnings, profits and other benefits arising from violation of this Agreement, which rights shall be cumulative and in addition to any other rights or remedies to which the Company may be entitled in law or equity. Employee agrees that the Company will suffer immediate and irreparable harm and that money damages will not be adequate to compensate the Company or to preserve the status quo. Therefore, Employee consents to the issuance of a temporary restraining order and other injunctive relief necessary to enforce this Agreement.
(b) Employee agrees that the duration of any injunction will be increased in an amount equal to any period of time during which Employee failed to comply with the covenants contained in this Agreement.
(c) Employee and the Company agree that any application for temporary restraining order and/or temporary or preliminary injunctive relief must be adjudicated exclusively in a court of competent jurisdiction, even if Employee and the Company are parties to an arbitration agreement that otherwise includes disputes under this Agreement. Employee agrees that the injunctive relief to which Employee consents above, under the circumstances addressed in this Section 1.6(c), must be
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granted by a court of competent jurisdiction pending arbitration on the merits in order to preserve the status quo pending such arbitration.
(d) Employee agrees that in any proceeding alleging breach of this Agreement (whether in court or in arbitration), the Company and Employee each have the right to engage in deposition and document discovery, and the Company has the right to conduct forensic examination(s) of any computers and/or electronic devices in Employee’s possession or control, if the Company reasonably believes such devices contain Confidential Information or other Company property. The Company and Employee further agree that in connection with any application for injunctive relief to enforce this Agreement (including without limitation any application for temporary and/or preliminary injunctive relief), the foregoing discovery must be conducted on an expedited basis, including expedited document and deposition discovery.
(e) If any dispute under this Agreement is subject to resolution by arbitration under an agreement or program agreed to by Employee and the Company, Employee understands and agrees that Employee’s agreement to engage in expedited discovery as outlined in Section 1.6(d) is an essential term of the parties’ arbitration agreement, and these provisions are intended to supplement and modify any applicable arbitration rules which may be incorporated into any arbitration agreement that is applicable to the dispute. Accordingly, Employee and the Company request that any court of competent jurisdiction order such expedited discovery in order to enforce the parties’ arbitration agreement as written and in accordance with its terms.
Section 1.7Notice of Agreement.
Employee agrees that Employee will tell any prospective new employer, partner in a business venture, investors and/or any entity seeking to engage Employee’s services, prior to accepting employment, engagement as a consultant or contractor, or engaging in a business venture, that this Agreement exists, and further, Employee agrees to provide a true and correct copy of this Agreement to any such individual or entity prior to accepting any such employment or entering into any such engagement or business venture. Employee further authorizes the Company to provide a copy of this Agreement to any such entity(ies) or individual(s).
Section 1.8Modification & Severability; Other Restrictive Covenants.
If any section, provision, paragraph, phrase, word, and/or line (collectively “Provision”) of this Agreement is held to be unenforceable, then this Agreement will be deemed amended to the extent necessary to render the otherwise unenforceable Provision, and the rest of the Agreement, valid and enforceable. If a court declines to amend this Agreement as provided herein, the invalidity or unenforceability of any Provision of this Agreement will not affect the validity or enforceability of the remaining Provisions, which must be enforced as if the offending Provision had not been included in this Agreement.
Section 1.9Definitions.
“Business Partner” means a vendor, healthcare provider, supplier, manufacturer, agency, broker, regional marketing director, employee benefit plan or trust, hospital, hospital system, long-term care facility, and/or pharmaceutical manufacturer with whom the Company has a business relationship, provided that Employee had business-related contact with the Business Partner in the last twenty-four months of employment with the Company or had access to non-public information
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regarding such Business Partner during such period because of Employee’s employment relationship with the Company.
“Competitor” means any person, entity or organization engaged (or about to become engaged or preparing to become engaged) in a business similar to, or that competes with, the business of the Company, including without limitation any person or organization that provides any product or service that is similar to or competes with any product or service which has been offered or provided by the Company at any time during the twenty-four months preceding Employee’s termination of employment. The term “Competitor” specifically includes without limitation any person, entity or organization that provides any of the following:
(i)pharmacy benefits management ("PBM"), including: (a) the administration of pharmacy benefits for businesses, government agencies and health plans; (b) mail order pharmacy; (c) specialty pharmacy; (d) prescription drug claims processing or formulary development or administration; (e) the procurement of prescription drugs at a negotiated rate for dispensing; and (f) Medicare Part D services;
(ii)pharmaceutical products and ancillary services, including specialty pharmaceutical products and support services and the provision of related pharmacy consulting, data management services and medical supplies;
(iii)prescription infusion drugs and related services ("Infusion");
(iv)insurance ("Insurance") including: (a) health, medical, dental, life, travel and accident insurance coverages, plans, programs, products and services; (b) managed health care products and services; (c) dental, vision, workers' compensation and employee assistance program products and services; (d) wellness products and services to employers, government agencies, health plans, other businesses or third party payers; (e) supplemental insurance products and services; (f) administrative services provided to benefit plans; and/or (g) other voluntary products that are excepted benefits under HIPAA;
(v)population health management products and services ("Health Management");
(vi)medical benefits management (“MBM”), including: (a) the design or commercialization of software that uses natural language processing or clinical judgment to perform clinical order appropriateness determination; (b) risk adjustment/medical coding; (c) clinical registry reporting services; (d) prospective healthcare utilization management review; and (e) utilization review or other management services relating to, or assumption of financial risk (including insurance risk) with respect to any clinical or other area entered into by the Company during the period of Employee’s employment;
(vii)behavioral health, care delivery, and care enablement products and services, including primary home care, worksite care, and virtual care products and services;
(viii)health care related data and advanced analytics and applied innovation products and services;
(ix)the administration of (i) — (viii) above ("Administration");
(x)audit reviews or other consulting or advisory services with respect to any relationship between the Company and any third party, including its customers, vendors, suppliers and drug
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manufacturers, as to a subject matter which is the same as or similar to subject matters with respect to which Employee provided services to the Company during the last twenty-four months of Employee’s employment with the Company, or about which Employee had access to Confidential Information during the last twenty-four months of Employee’s employment with the Company; and/or
(xi)any other product or service the Company was actively preparing to offer or provide during the last twenty-four months of Employee’s employment with the Company.
“Confidential Information” means all confidential and/or proprietary information and trade secrets that are not generally known to the public, in any form, whether oral, written, computerized or otherwise, regarding the Company, including but not limited to: computer code generated or developed by the Company; software or programs and related documentation; strategic compilations and analysis; strategic processes; business or financial methods, practices and plans; non-public costs and prices; operating margins; marketing, merchandising and selling techniques and information; customer lists and information; prospective customer lists and information; provider lists and information; vendor, supplier, and business partner lists and information; details of customer agreements; pricing arrangements with pharmaceutical manufacturers, distributors or suppliers including but not limited to any discounts and/or rebates; pricing arrangements with insurance clients and customers; pharmacy reimbursement rates; premium information; payment rates; contractual forms; expansion strategies; real estate strategies; operating strategies; sources of supply; patient records; business plans; other financial, commercial, business or technical information related to the Company and confidential information of third parties which is given to the Company pursuant to an obligation or agreement to keep such information confidential.
“Customer” means a customer (person or entity) or prospective customer (person or entity), provided that Employee had business-related contact with the customer or prospective customer in the last twenty-four months of employment with the Company or had access to non-public information regarding such customer or prospective customer during such period because of Employee’s employment relationship with the Company.
“Restricted Area” refers to (i) those states, districts and territories of the United States in which the Company conducts its business; and (ii) any other countries in which the Company conducts its business.
“Restricted Period” refers to the duration of Employee’s employment with the Company, plus the two-year period immediately following the termination of Employee’s employment with the Company for any reason.
Section 2 Additional Terms
Section 2.1 Choice of Law, Jurisdiction & Venue.
(a)This Agreement will be governed by, construed, interpreted, and its validity determined under the law of the State, Province or Territory of Employee’s last assigned work location for the Company, without regard to such jurisdiction’s conflicts of laws principles. Such law will govern regardless of the court or arbitration forum in which a dispute may be adjudicated.
(b)Employee and the Company agree that the exclusive and mandatory venue for adjudicating any disputes under this Agreement is the federal court or state (or provincial or territorial, as the case may be) court having original jurisdiction for the location in which Employee
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last worked for the Company. Employee and the Company consent to jurisdiction in such court for such purpose, and Employee consents to service of process by mail in respect of any such suit, action or proceeding. Employee and the Company further agree not to file any action relating in any way to this Agreement in any court other than as specified in this Section. Notwithstanding any of the foregoing, if any dispute under this Agreement is subject to resolution by arbitration under an agreement or program agreed to by Employee and the Company, then such arbitration will be the sole and exclusive venue for adjudicating such disputes, other than any requests for a temporary restraining order and/or a temporary or preliminary injunction pending arbitration, which are reserved exclusively for adjudication in court pursuant to Section 1.6 above even in otherwise arbitrable disputes.
Section 2.2 Cooperation.
(a)In the event Employee receives a subpoena, deposition notice, interview request, or other process or order to testify or produce Confidential Information or any other information or property of the Company, Employee must promptly: (i) notify the Company of the item, document, or information sought by such subpoena, deposition notice, interview request, or other process or order; (ii) furnish the Company with a copy of said subpoena, deposition notice, interview request, or other process or order; and (iii) provide reasonable cooperation with respect to any procedure that the Company may initiate to protect Confidential Information or other interests. If the Company objects to the subpoena, deposition notice, interview request, process, or order, Employee will cooperate to ensure that there is no disclosure until the court or other applicable entity has ruled upon the objection, and then only in accordance with the ruling so made. If no objection is made despite a reasonable opportunity to do so, Employee may comply with the subpoena, deposition, notice, interview request, or other process or order provided that Employee has fulfilled the above obligations.
(b)Employee will cooperate fully with the Company, its affiliates, and their legal counsel in connection with any action, proceeding, or dispute arising out of matters with which Employee was directly or indirectly involved while serving as an employee of the Company, its predecessors, subsidiaries or affiliates. This cooperation includes, but is not limited to, meeting with, and providing information to, the Company and its legal counsel, maintaining the confidentiality of any past or future privileged communications with the Company’s legal counsel (outside and in-house), and Employee making himself or herself available to testify truthfully by affidavit, in depositions, or in any other forum on behalf of the Company. The Company agrees to reimburse Employee for any reasonable and necessary out-of-pocket costs associated with Employee’s cooperation.
Section 2.3 Binding Effect and Assignability.
This Agreement is be binding upon and inures to the benefit of the parties and their respective heirs, personal representatives, successors, assigns, affiliated entities, and any party-in-interest. Employee agrees that, should the Company be acquired by, merge with, or otherwise combine with another corporation or business entity, the surviving entity will have all rights to enforce the terms of this Agreement as if it were the Company itself enforcing the Agreement. Employee further agrees that this Agreement may be enforced against Employee by any Company affiliate, without the need for any formal assignment of this Agreement. Notwithstanding the foregoing, Employee may not assign this Agreement.
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Section 2.4 No Waiver of Rights; Amendment; Other Agreements.
A waiver by the Company of the breach of any of the provisions of this Agreement by Employee will not be deemed a waiver of any subsequent breach, nor will recourse to any remedy hereunder be deemed a waiver of any other or further relief or remedy provided for herein. No waiver will be effective unless made in writing and signed by an officer of the Company. This Agreement can only be amended or modified in a writing signed by both parties. Any subsequent change(s) in Employee’s duties, salary, compensation, or benefits will not affect the validity or scope of this Agreement.
This Agreement does not supersede or replace any prior agreements between the parties, including but limited to any prior agreements that provide for restriction(s) on post-employment conduct. Any and all such prior Agreements remain in full force and effect, according to their terms, and to the extent enforceable under applicable law.
Section 2.5 Attorneys’ Fees.
Employee and the Company agree that in any legal proceeding to enforce this Agreement, the prevailing party will be entitled to reimbursement of its actual costs and expenses, including without limitation reasonable attorneys’ fees, costs, and disbursements.
Section 2.6 State-Specific Modifications.
Employee is directed to Exhibit A for state-specific modifications to the terms of this Agreement, as may be applicable to Employee.
EMPLOYEE CERTIFIES THAT EMPLOYEE HAS READ AND UNDERSTANDS THIS AGREEMENT AND THE RESTRICTIONS CONTAINED IN SECTION 1, AND HAS HAD AN OPPORTUNITY TO CONSULT WITH LEGAL COUNSEL PRIOR TO SIGNING. EMPLOYEE UNDERSTANDS THAT EMPLOYEE SHOULD CONSULT WITH AN ATTORNEY PRIOR TO SIGNING THIS AGREEMENT. EMPLOYEE ACKNOWLEDGES THAT THIS AGREEMENT MAY BE ACCEPTED AND AGREED TO ELECTRONICALLY BY EMPLOYEE, AND THAT AN ELECTRONIC COPY, HARD COPY OR ACKNOWLEDGMENT IS AS ENFORCEABLE AS AN ORIGINAL. EMPLOYEE ACKNOWLEDGES THAT EMPLOYEE HAS ACCESS TO A PAPER COPY OF THIS AGREEMENT.
THE CIGNA GROUP Kari Knight Stevens The Cigna Group EVP, Chief Human Resources Officer [DATE] | EMPLOYEE [Via Electronic Acceptance] | ||||
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Exhibit A
STATE SPECIFIC MODIFICATIONS
(AS APPLICABLE)
For District of Columbia Employees Only
The modifications in this section apply to Employee if Employee performs a majority of Employee’s work in the District of Columbia or is based in the District of Columbia and does not perform the majority of Employee’s work in any other jurisdiction.
If Employee is a “covered employee” as defined in D.C. Code § 32-581.01(6), Section 1.3 will not apply to Employee.
If Employee is a “highly compensated employee” as defined in D.C. Code § 32-581.01(1), then:
Employee acknowledges that Employee received a copy of the Agreement in writing at least 14 days before Employee began employment with the Company, if Employee is a new employee of the Company; or if Employee was already employed by the Company at the time Employee was asked to sign the Agreement, at least 14 days before Employee was required to sign the Agreement.
Employee acknowledges receipt of the following notice: “The District’s Ban on Non-Compete Agreements Amendments Act of 2020 limits use of non-compete agreements. It allows employers to request non-compete agreements from highly compensated employees, as that term is defined in the Ban on Non-Compete Agreements Amendments Act of 2020, under certain conditions. The Company has determined that you are a highly compensated employee. For more information about the Ban on Non-Compete Agreements Amendment Act of 2020, contact the District of Columbia Department of Employment Services (DOES).”
For Massachusetts Employees Only
The modifications in this section apply to Employee if Employee is, or if Employee has been for at least 30 days immediately preceding the date of termination of Employee’s employment, a resident of or employed in Massachusetts.
Employee acknowledges that Employee has a right to consult with an attorney prior to signing this Agreement.
If Employee entered into this Agreement after beginning employment with the Company, Employee acknowledges that Employee has been provided at least ten (10) business days before the Agreement is to be effective to consider this Agreement. If Employee entered into this Agreement in connection with the beginning of employment, Employee acknowledges that Employee received the Agreement by the earlier of a formal offer of employment or 10 business days before the beginning of Employee’s employment.
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Section 1.3 of this Agreement is replaced with:
1.3 Non-Competition Covenant.
(a)Employee agrees that, during the Restricted Period and in any Restricted Area, Employee will not, directly or indirectly by assisting, provide services to a Competitor of the Company. Employee’s agreement not to provide such services to a Competitor applies regardless of whether Employee does so as an employee, owner, partner, principal, advisor, independent contractor, consultant, agent, officer, director, investor, or shareholder. Notwithstanding the foregoing, Employee’s ownership of less than 1% of the outstanding shares of a publicly traded company that constitutes a Competitor will not be deemed to be providing services to such Competitor solely by virtue of owning such shares.
(b)During the Restricted Period, if a representative of the Company requests that Employee identify the company or business to which Employee will be or is providing services, or with which Employee will be or is employed, and requests that Employee provide information about the services that Employee is or will be providing to such entity, Employee will provide the Company with a written statement containing such information with sufficient detail to allow the Company to independently assess whether Employee is or will be in violation of this Agreement. Such statement must be delivered to the Company's senior director of Executive Compensation or his or her authorized delegate via personal delivery, email or overnight delivery within five calendar days of Employee’s receipt of such request.
(c)Unless Employee is laid off or involuntarily terminated by the Company without Cause, and provided Company does not waive the non-compete restrictions set forth in Section 1.3, in consideration for Employee’s compliance with the covenants made in Section 1.3 of this Agreement, Company agrees to pay Employee garden leave payments during the 12-month period immediately following the termination of Employee’s employment, which will be paid as follows: (i) Company will pay Employee fifty percent (50%) of Employee’s highest annualized base salary (not including any bonus payments) within the preceding two (2) years of employment with Company, to be paid in substantially equal installments during such 12-month period (the “Garden Leave Payments”); (ii) the Garden Leave Payments will be paid through payroll on regular payroll dates, and will be subject to all applicable withholdings; and (iii) unless Company decides to waive the non-competition restrictions contained in this Section 1.3 on or before commencement of the post-employment portion of the Restricted Period, Company will not unilaterally fail or refuse to make such payments. Employee acknowledges that Employee would not otherwise be entitled to receive the foregoing consideration absent Employee’s agreement to fully comply with the obligations contained in this Section 1.3. For the avoidance of doubt, the payments described in this Section 1.3(c) apply only to the non-competition covenants contained in Section 1.3, but have no applicability to, and are not a condition of, enforcement of the covenants contained in Sections 1.1, 1.2, 1.4, and 1.5.
(d)At any time prior to commencement of the post-employment portion of the Restricted Period, Company has the option and the right to waive the non-competition restrictions contained in this Section 1.3. If Company does so, then Company will have no obligation to make any further Garden Leave Payments under Section 1.3(c), other than what may be owed to Employee on a pro-rata basis for any portion of the 12-month period following termination
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of employment during which Employee was complying with the restrictions of Section 1.3 prior to Company notifying Employee of its waiver.
(e)The restrictions contained in this Section 1.3 will not apply in the event Employee is (i) laid off, or (ii) involuntarily terminated by the Company without Cause, and in either such event there shall correspondingly be no obligation on the part of Company to make any Garden Leave Payments. In the event of a termination for Cause (as defined below), however, this Section 1.3 will remain in full force and effect to the same extent as it would if Employee resigned voluntarily.
(f)Notwithstanding the foregoing, where applicable, this Section 1.3 will apply only to the extent permissible under (i) the ABA Model Rules of Professional Conduct’s provisions regarding restrictions on the right to practice law, and/or (ii) any applicable state counterpart similarly addressing restrictions on the right to practice law.
Section 1.6(b) of the Agreement does not apply to Employee.
The definition of “Cause” means any of the following: (i) an unsatisfactory level of performance; (ii) a violation of any legal or contractual obligation to the Company; (iii) non-compliance with Company policies or procedures, including without limitation Cigna's Code of Ethics and Principles of Conduct; (iv) engagement in any activity resulting in an employee being not bondable as determined by Cigna under its (or its successor’s) fidelity bond; (v) the conviction of a felony involving fraud or dishonesty directed against the Company; or (vi) any willful act or failure to act that adversely affects the business of the Company in any material respect. For purposes of this definition, “unsatisfactory level of performance” means a serious performance failure or infraction, including, without limitation, serious conduct and attendance failures, subject to formal discipline or corrective action up to and including immediate termination.
The definition of “Restricted Period” in Section 1.9 of the Agreement is replaced with: “Restricted Period” refers to the duration of Employee’s employment with the Company, plus the one-year period immediately following the termination of Employee’s employment with the Company for any reason; provided, however, that in the event Employee breaches a fiduciary duty to the Company, or unlawfully takes the Company’s property, then the Restricted Period will be extended for the duration of the two-year period immediately following the termination of Employee’s employment with the Company for any reason.
Section 2.1 of the Agreement is replaced with: “This Agreement will be governed by and construed according to the laws of the Commonwealth of Massachusetts. Employee consents to the personal jurisdiction of the court located in the county in which Employee resides as of the date of Employee’s termination of employment and the business litigation session of the Superior Court in Suffolk County, Massachusetts with respect to all matters arising out of or related to this Agreement.”
The Cigna Group and the Company entity with which Employee is employed represent, and Employee acknowledges, that: (1) both are parties to this Agreement; and (2) the individual who has executed this Agreement above is authorized to and does execute this Agreement on behalf of the Company entity with which Employee is employed.
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Exhibit 10.7
The Cigna Group
Cigna Long-Term Incentive Plan: Strategic Performance Share Grant Agreement
The Cigna Group (“Cigna”) has granted you the number of strategic performance shares set forth below in this Strategic Performance Share Grant Agreement (“Strategic Performance Share Grant” or “Grant”) under the Cigna Long-Term Incentive Plan (“Plan”). The date of your Strategic Performance Share Grant (“Grant Date”) is also indicated below. The award is subject to the provisions of the Plan and the Terms and Conditions below.
The award of Shares pursuant to this Strategic Performance Share Grant is expressly conditioned on your acceptance of the terms and conditions of this Grant and of the attached Confidentiality, Non-Competition and Non-Solicitation Agreement (or with respect to Cigna company employment in California, the attached Confidentiality and Non-Solicitation Agreement) (as applicable, the “Covenant Agreement”). You should carefully read all the terms and conditions of this Strategic Performance Share Grant and the attached Covenant Agreement and be sure you understand what they say and what your responsibilities and obligations are before you click on the ACCEPT button to acknowledge and agree to this Grant.
If you are not willing to agree to all of the Grant and Covenant Agreement terms and conditions, do not accept the Grant and do not click the ACCEPT button for the Strategic Performance Share Grant Acknowledgment and Agreement. If you do not accept the Grant, you will not receive the benefits of the Grant.
If you do click on the ACCEPT button, you are accepting and agreeing to all of the terms and conditions of this Strategic Performance Share Grant and the Covenant Agreement, which include, among other things, restrictive covenants such as non-competition, customer and employee non-solicitation and non-disclosure provisions and litigation cooperation and intellectual property assignment and assistance provisions.
Participant: David M. Cordani
Grant Type: RSU
Plan Name: Cigna Long-Term Incentive Plan
Grant Date:
Total Granted:
Grant Price: (USD)
Vesting Schedule
| Shares Granted | Approximate Vest Date | ||||
Please Note: The date shown in the Vesting Schedule chart above is not your actual vesting date. It is an approximation of the expected vesting date and is provided due to systems requirements. In accordance with the Terms and Conditions of your Strategic Performance Share Grant, the actual vesting date will be determined by the People Resources Committee of the Board of Directors.
In addition to this Strategic Performance Share Grant and the attached Covenant Agreement, you should also read the Plan Document and Key Contacts and Reference Materials document (attached to the Plan) and indicate that you have done so and agree to the terms of all documents attached to this Grant by checking the appropriate box in the online grant acceptance process. The Key Contacts and Reference Materials document contains information on how to get important award information (such as the Plan Prospectus, Tax Considerations and Cigna's Securities Transactions and Insider Trading Policy) and whom to contact if you have questions.
Please be aware that the Cigna Securities Transactions and Insider Trading Policy places restrictions on your transactions in Cigna securities and requires certain Cigna employees to obtain advance permission from the Corporate Secretary before executing transactions in Cigna securities.
If you have questions about your award, please contact Cigna Shareholder Services by email at shareholderservices@evernorth.com or by phone at 215.761.3516.
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Important Notice: Strategic Performance Share Grant and Covenant Agreement Acknowledgment and Agreement
By clicking on the ACCEPT button, I:
Acknowledge and represent to Cigna that I have:
1. received the Strategic Performance Share Grant, the Terms and Conditions of the Strategic Performance Share Grant and the Covenant Agreement;
2. read and understand their terms and conditions, which include, among other things, restrictive covenants such as non-competition, customer and employee non-solicitation and non-disclosure provisions and litigation cooperation and intellectual property assignment and assistance provisions; and
3. received answers to any questions I had about the Grant, the Terms and Conditions of the Grant and the Covenant Agreement and their terms and conditions, including the applicable restrictive covenants.
Scroll down for the TERMS AND CONDITIONS of the Strategic Performance Share Grant.
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TERMS AND CONDITIONS OF YOUR [YEAR] GRANT
OF STRATEGIC PERFORMANCE SHARES
These Terms and Conditions are an important part of your grant of Strategic Performance Shares from The Cigna Group (Cigna). The terms of your Strategic Performance Share grant are in: (a) the electronic Strategic Performance Share Grant Agreement above, (b) these Terms and Conditions (including Schedule 1), (c) the Covenant Agreement, and (d) the Cigna Long-Term Incentive Plan (Plan).
Certain words in this document with first letters capitalized are defined in the Strategic Performance Share Grant Agreement above, these Terms and Conditions or Article 2 of the Plan. This grant is void if you are not an employee of Cigna or a Subsidiary (a Cigna company) on the Grant Date.
1. Strategic Performance Shares; Performance Period
Each Strategic Performance Share (Performance Share) represents a conditional right to receive one share of Cigna Common Stock (Share), subject to the performance, vesting and payment provisions described below. The Performance Period applicable to your award is January 1, [____] to December 31, [____] (the Performance Period).
2. Restrictions
Performance Shares are subject to certain Restrictions from the Grant Date until the Payment Date described in paragraph 4. The Restrictions are:
(a) You cannot sell or transfer the Performance Shares to anyone;
(b) Unless an exception applies (described in paragraph 4) or unless otherwise determined by the Committee, you will forfeit (lose your right to) your unvested Performance Shares and all related rights immediately upon your Termination; and
(c) Of the Performance Shares awarded to you (Shares Awarded), the number of Performance Shares, if any, that you earn and for which you may receive payment (Shares Earned) is subject to the performance criteria described in Schedule 1.
Article 11 of the Plan describes these Restrictions in more detail. In addition to these Restrictions, you must also comply with all the terms and conditions of this grant and the Covenant Agreement.
3. Performance Shares Earned
(a) Schedule 1 specifies the performance criteria applicable to your Shares Awarded. Except as provided in paragraph 4, after the end of the Performance Period, the Committee shall determine whether and to what extent these performance criteria have been achieved for purposes of determining the Vesting Percentage applicable to your Performance Shares (Shares Earned Percentage).
(b) Any Shares Awarded that are not Shares Earned after giving effect to the Committee’s determinations under this paragraph 3 shall terminate and become null and void immediately following such determinations.
4. Eligibility for Payment
(a) Except as described in paragraph 4(b) and subject to paragraph 4(c) and paragraph 3, the Restrictions on the Performance Shares will end (your Performance Shares will vest) on the Payment Date described in paragraph 5, but only if you remain continuously employed by a
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Cigna company until the Payment Date and comply with all the terms and conditions of this grant and the Covenant Agreement.
(b) Notwithstanding paragraph 4(a) and subject to paragraph 4(c) and paragraph 3, if your Termination is before the Payment Date:
(1) Your Performance Shares will vest upon your Termination if it is a Termination Upon a Change of Control. If your Performance Shares vest under this paragraph 4(b)(1), the Shares Earned Percentage shall be 100%.
(2) Your Performance Shares will vest upon your Termination if it is due to your death or Disability. If your Performance Shares vest under this paragraph 4(b)(2), the Shares Earned Percentage shall be 100%.
(3) Your Performance Shares will continue to vest following your Termination due to your Early Retirement or Retirement if:
(i) The date of Termination due to your Early Retirement or Retirement is at least twelve (12) months after the Grant Date;
(ii) You will not be receiving severance pay from any Cigna company (whether under any severance benefit plan or any contract, agreement or arrangement); and
(iii) You continue to comply with the terms and conditions of the Covenant Agreement and any other restrictive covenant agreement(s) applicable to you during the continued vesting period.
A Termination resulting from a Cigna divestiture, outsourcing or other business transaction where you become employed by the buyer, vendor or other entity involved in the transaction will not constitute a Retirement or Early Retirement under this paragraph 4(b)(3).
If your Performance Shares continue to vest under this paragraph 4(b)(3), the Shares Earned Percentage shall be determined by the Committee under paragraph 3(a) above and applied.
(4) Your Performance Shares will continue to vest following your Termination if your Termination is an Involuntary Termination that occurs within twelve (12) months of the Approximate Vest Date for the Performance Shares described in the Strategic Performance Share Grant Agreement above. For example, if the date of your Involuntary Termination is June 1, 2027 you will vest in any Performance Shares scheduled to be paid on or before June 1, 2028 on the otherwise scheduled Payment Date.
Unless otherwise determined by the Committee, if your Performance Shares continue to vest under this paragraph 4(b)(4), the Performance Shares will be prorated based on the amount of time you were employed by a Cigna company during the applicable Performance Period prior to, and inclusive of, the date of your Involuntary Termination and then the Shares Earned Percentage shall be determined by the Committee under paragraph 3(a) above and applied. Subject to Section 15.2(b) of the Plan, The Cigna Group’s Shareholder Services team shall have the authority to determine the extent of proration if you were not employed by a Cigna company for the entire Performance Period.
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The continued vesting described in this paragraph 4(b)(4) is subject to (and contingent upon) your ongoing compliance with the terms and conditions of the Covenant Agreement and any other restrictive covenant agreement(s) applicable to you during the continued vesting period.
A Termination resulting from a Cigna divestiture, outsourcing or other business transaction where you become employed by the buyer, vendor or other entity involved in the transaction will not constitute an Involuntary Termination under this paragraph 4(b)(4).
(5) If approved by (1) Cigna's Senior Human Resources Officer or his or her designee, or (2) the Committee (with respect to the CEO or any Executive Officer) before your Termination, your Shares may continue to vest following your Termination if you (i) continue to provide services to Cigna as a consultant or contractor, and (ii) continue to comply with the terms and conditions of the Covenant Agreement and any other restrictive covenant agreement(s) applicable to you during the continued vesting period.
If your Performance Shares continue to vest under this paragraph 4(b)(5), the Shares Earned Percentage shall be determined by the Committee under paragraph 3(a) above.
The continued vesting period, if any, under this paragraph 4(b)(5) shall be equal to the period of your continued services to Cigna as a consultant or contractor.
Unless otherwise determined by the Committee, the continued vesting period described in this paragraph 4(b)(5) will immediately cease on the date that you stop providing services to Cigna as a consultant or contractor, regardless of the reason your consulting or contracting services terminated. The foregoing notwithstanding, if your consulting or contracting services to Cigna terminate upon one of the events described in paragraph 4(b)(2) above, the Performance Shares will vest on the date that your services terminate.
(6) For avoidance of doubt, the continued vesting described in paragraphs 4(b)(3), 4(b)(4) and 4(b)(5) above is expressly subject to (and contingent upon) your ongoing compliance with the Covenant Agreement and any other restrictive covenant agreement(s) applicable to you during the continued vesting period. If a Violation (as defined below) occurs or is discovered following your Termination, then, in addition to any other remedies available to Cigna under this Grant or the Covenant Agreement, any then unvested Performance Shares shall be immediately and automatically forfeited.
(c) You must comply in all respects with the terms and conditions of this Grant and the Covenant Agreement.
5. Payment
(a) Except as provided in paragraph 5(b) and 5(c), below, your vested Shares Earned under this grant will be paid in the year following the close of the Performance Period on the date within such year specified by the Committee (Payment Date).
(b) Any Performance Shares that vest on account of your Termination due to death or Disability will be paid during the 90 day period immediately following your Termination due to death or Disability to you (or to your estate, in the case of death).
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(c) Any Performance Shares that vest on account of your Termination Upon a Change of Control will be paid during the 30 day period immediately following your Termination Upon a Change of Control.
(d) For each Share Earned that vests, Cigna will make payment by issuing one Share as of the Payment Date. Until the Shares are issued to you, you will not be a Cigna shareholder, not have the right to vote the Shares, and not receive actual dividends.
6. Taxes
Section 17.7 of the Plan shall apply to any tax withholding that may be required by law for Performance Shares or Shares. Upon the vesting or payment of any Performance Share, Cigna reserves the right to withhold enough newly-issued Shares to cover all or part of any applicable tax withholding.
7. Book-Entry Shares; Sale of Shares
(a) Upon payment of the Shares as described in paragraph 5, Cigna (or a custodian appointed by Cigna) will hold your Shares in book-entry form in a Stock Account. That is, a record of your Share ownership will be kept electronically.
(b) You may generally sell or transfer the Shares at any time, but your right to sell the Shares may be limited by Cigna. This right is subject to the terms of Cigna's Securities Transactions and Insider Trading Policy, and Cigna reserves the right, for any reason at any time, to suspend or delay action on any request you make to sell the Shares.
8. Conditions of Grant
(a) By accepting the grant, you are agreeing:
(1) to the Inventions provision in paragraph 8(b);
(2) to the restrictions contained in the attached Covenant Agreement and in paragraph 8(c)(2) below (such restrictions collectively, the “Promises”);
(3) to notify Cigna if you accept an offer to perform services for any individual or entity while you are subject to the non-competition Promise under the Covenant Agreement. Such notice shall be provided by email to noncompete@evernorth.com within 10 days of your acceptance of the offer and shall identify the individual or entity and your anticipated start date;
(4) to disclose the terms of the Promises (including, without limitation, the Promises related to non-solicitation and non-competition) and the consequences of a Violation (as defined below) to any individual or entity for whom you perform services during the 12 month period immediately following your Termination; and
(5) not to engage in any activity that would constitute a Violation (as defined below).
You understand and agree that the conditions of the grant set forth in this paragraph 8(a) are a material part of the inducement for Cigna's granting you the Performance Shares and essential pre-conditions to your eligibility to exercise any rights associated with the Grant and retain any benefit from the vesting of the Performance Shares and issuance of the Shares.
The award of Shares pursuant to this Strategic Performance Share Grant is expressly conditioned on your acceptance of the terms and conditions of this Grant and of the attached Covenant Agreement. If you decide to accept this Strategic Performance Share Grant, you
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are accepting and agreeing to all of the terms and conditions of this Grant and of the attached Covenant Agreement, which include, among other things, restrictive covenants such as non-competition, customer and employee non-solicitation and non-disclosure provisions and litigation cooperation and intellectual property assignment and assistance provisions.
You should review the terms of this Grant and the Covenant Agreement carefully to ensure that you understand what they say and what your responsibilities and obligations are before you click on the accept button to acknowledge and agree to this Grant.
(b) Inventions
(1) You hereby assign and promise to assign to Cigna companies or their designee, all your right, title, and interest in and to any and all current and future Inventions. You acknowledge that all original works of authorship which you make (whether alone or jointly with others) within the scope of your Cigna company employment and which are protectable by copyright are “works made for hire,” as defined in the United States Copyright Act.
(2) You agree to (i) maintain and make available adequate current records, including electronic records, notes, sketches and drawings, of all Inventions you make, and (ii) disclose such Inventions in writing upon request. These records will remain the property of Cigna companies.
(3) If in the course of your Cigna company employment, you incorporate a Prior Invention into any Cigna company work product, you grant Cigna companies a nonexclusive, royalty-free, irrevocable, perpetual, worldwide license to use the Prior Invention as part of or in connection with the work product. Within 45 days after the date of this grant, you agree to notify Cigna Shareholder Services (shareholderservices@evernorth.com) of any Prior Inventions that you are not assigning under this paragraph 8(b).
(4) “Inventions” means any and all inventions, original works of authorship, developments, concepts, sales methods, improvements, trade secrets, or similar intellectual property, whether or not patentable or registrable under copyright or similar laws, that relate to any Cigna company’s current or proposed business, work products or research and development which you have or will solely or jointly conceive, develop, reduce to practice, or fix during your Cigna company employment.
(5) “Prior Inventions” means all inventions, original works of authorship, developments, concepts, sales methods, improvements, trade secrets or similar intellectual property, whether or not patentable or registrable under copyright or similar laws, that relate to any Cigna company’s current or proposed business, work products or research and development which you conceived, developed, reduced to practice or fixed before your Cigna company employment and which belong to you.
(c) Violation
You will engage in a “Violation” if, directly or indirectly, you engage in any willful misconduct as described in paragraph 8(c)(1) below or you break any of the “Promises”.
(1) Willful Misconduct:
(A) You have a Termination initiated by a Cigna company because you engaged in conduct that constitutes a gross violation of Cigna's Code of Ethics and Principles of Conduct or other employment policies.
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(B) You do anything else while an employee of any Cigna company that is not discovered by the company until after your Termination and that would, if you had still been employed at the time of the discovery, be reason for your Termination for willful misconduct, as described above.
(2) Promise to Assist with Patent and Copyright Registrations:
(A) You Promise that, during your Cigna company employment and after your Termination, you will assist Cigna companies, should they request and at Cigna's expense, to secure their rights (including any copyrights, patents, trademarks or other intellectual property rights) in or relating to the Inventions in any and all countries, including by:
(i)disclosing to Cigna Companies all pertinent information and data; and
(ii)executing all applications, assignments or other instruments necessary to apply for and obtain these rights and assign them to Cigna companies.
9. Consequences of a Violation: Payment to Cigna
Important: This paragraph 9 is not Cigna's only remedy for a Violation. Cigna may seek any additional legal or equitable remedy, including as described in the Covenant Agreement.
(a) If you engage in any Violation at any time:
(1) You will immediately forfeit all unvested Performance Shares; and
(2) No payment will be made for any Performance Shares that have vested under paragraph 4(b) if the Violation occurs before the applicable Payment Date.
(b) You must immediately make the Payment described in paragraph 9(c) to Cigna in the manner described in paragraph 9(d) if:
(1) You engage in a Violation of the non-competition or non-solicitation restrictions of the Covenant Agreement; or
(2) You engage in a Violation described in paragraph 8(c)(1) (willful misconduct) or any other Violation (e.g. you disclose Cigna company Confidential Information in violation of the Covenant Agreement) at any time.
(c) “Payment” is the value you realize from any Performance Shares that are paid under paragraph 5 during the 12-month period prior to the date of your Termination and thereafter. The Payment will equal:
(1) The number of Performance Shares that are paid during the applicable period;
multiplied by
(2) The Fair Market Value of the Shares issued on the Payment Date for those Performance Shares;
plus
(3) The total amount of all actual dividends, if any, paid to you on those Shares through the date of the Payment described in paragraph 9(d).
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(d) Cigna will recover the Payment from you by any means permitted by applicable law, at the sole discretion of Cigna management, including but not limited to any or all of the following methods:
(1) If you have any Shares in a Stock Account or in any other account in book-entry form when a Violation occurs, Cigna will take back from you the whole number of Shares that has a total Fair Market Value as of the date of the Violation up to, but not more than, the Payment amount.
(2) Cigna will, to the extent permitted by applicable law, reduce:
(A) The amount of any payments that any Cigna company owes you for any reason (including without limit any payments owed to you under any nonqualified retirement, deferred compensation or other plan or arrangement) by
(B) The Payment amount.
This reduction will not occur until the date a future payment to you is due.
(3) Cigna will send you a written notice and demand for all or part of any Payment amount. Within 30 days after you receive that notice and demand, you must make the Payment to Cigna.
(e) (1) If you were an Executive Officer at any time during the 24-month period before the date of a Violation of the Covenant Agreement, the Committee will have the sole discretion to waive your obligation to make all or any part of the Payment (described in this paragraph 9) and to impose conditions on any waiver.
(2) If you are in Career Band 6 or higher on your Termination date but not subject to paragraph 9(e)(1) above, Cigna's Restrictive Covenant Review Committee will have the sole discretion to waive your obligation to make all or any part of the Payment (described in this paragraph 9) and to impose conditions on any waiver.
(3) Otherwise, Cigna's Senior Human Resources Officer, or his or her designee, will have the sole discretion to waive your obligation to make all or any part of the Payment and to impose conditions on any waiver.
(4) Determinations of the Committee, the Restrictive Covenant Review Committee, or Cigna's Senior Human Resources Officer (or his or her designee), will be final and binding on all parties.
10. Consequences of a Violation: Designation of Cigna as Agent and Attorney-in-Fact for Inventions
You agree that:
(a) If Cigna Companies are unable to obtain your signature on any instruments needed to secure their rights in or relating to the Inventions pursuant to paragraph 8(c)(2)(A); then
(b) You hereby appoint Cigna companies and their duly authorized officers as your agents and attorneys in fact to act for and on your behalf to execute and file any documents and take other actions as may be necessary for Cigna companies to secure those rights.
11. Agreeing to Assume Risks
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Cigna, its stock plan administrator and its transfer agent will try to process your stock transaction requests in a timely manner; however, Cigna makes no promises or guarantees to you relating to the market price of the Shares or to the time it may take to act on your request to sell the Shares. By accepting this Strategic Performance Share grant:
(a) You acknowledge that the action you request may not be completed until several days after you submit it.
(b) You agree to assume the risks, including the risk that the market price of the Shares may change, related to delays described in paragraph 11(a) between the time you ask for any Shares to be sold and the time your Shares are actually sold.
12. Applicable Law
You understand and agree that, except as otherwise provided in the Covenant Agreement, the terms and conditions of this Strategic Performance Share Grant and all determinations made under the Strategic Performance Share Grant Agreement, the Plan, and these Terms and Conditions will be interpreted under the laws of the State of Delaware, without regard to its conflict of laws rule.
For the avoidance of doubt, the terms and conditions of the Covenant Agreement and all determinations made under the Covenant Agreement will be interpreted under applicable state law as set forth in the Covenant Agreement.
13. Arbitration
Except as otherwise provided in the Covenant Agreement, if you have an agreement with Cigna to arbitrate employment-related disputes, you agree to resolve any disputes relating to this Strategic Performance Share Grant through arbitration.
14. Acceptance
If you disagree with any of these Terms and Conditions, or the terms and conditions of the Covenant Agreement, YOU MUST NOT ACCEPT THE STRATEGIC PERFORMANCE SHARE GRANT. If you sign the Strategic Performance Share grant, or the Covenant Agreement, or acknowledge your acceptance electronically or otherwise, you will be:
(a) Agreeing to all the terms and conditions of the Strategic Performance Share grant and of the Covenant Agreement, including the Inventions provision in paragraph 8(b) and all of the Promises;
(b) Warranting and representing to Cigna that you are, and will remain, in full compliance with all applicable terms and conditions;
(c) Authorizing Cigna to recover the Payment described in paragraph 9 and to seek any other available remedy pursuant to the Covenant Agreement, if you engage in a Violation; and
(d) Appointing Cigna as your agent and attorney-in-fact to secure rights with respect to Inventions if unable to obtain your signature as described in paragraph 10.
[Year] US SPS Grant Agreement including Terms and Condition
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Exhibit 31.1
CERTIFICATION
I, DAVID M. CORDANI, certify that:
1.I have reviewed this Quarterly Report on Form 10-Q of The Cigna Group;
2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
a)designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
b)designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
c)evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
d)disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
5.The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
a)all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
b)any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
Date: April 30, 2026 | /s/ David M. Cordani | ||||
| Chair and Chief Executive Officer of The Cigna Group | |||||
Exhibit 31.2
CERTIFICATION
I, ANN M. DENNISON, certify that:
1.I have reviewed this Quarterly Report on Form 10-Q of The Cigna Group;
2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
a)designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
b)designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
c)evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
d)disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
5.The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
a)all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
b)any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
Date: April 30, 2026 | /s/ Ann M. Dennison | ||||
| Executive Vice President and Chief Financial Officer | |||||
Exhibit 32.1
Certification of Chief Executive Officer of
The Cigna Group pursuant to 18 U.S.C. Section 1350
I certify that, to the best of my knowledge and belief, the Quarterly Report on Form 10-Q of The Cigna Group for the fiscal period ending March 31, 2026 (the “Report”):
(1)complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
(2)the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of The Cigna Group.
| /s/ David M. Cordani | ||
| David M. Cordani | ||
| Chair and Chief Executive Officer of The Cigna Group | ||
April 30, 2026 | ||
Exhibit 32.2
Certification of Chief Financial Officer of
The Cigna Group pursuant to 18 U.S.C. Section 1350
I certify that, to the best of my knowledge and belief, the Quarterly Report on Form 10-Q of The Cigna Group for the fiscal period ending March 31, 2026 (the “Report”):
(1)complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
(2)the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of The Cigna Group.
| /s/ Ann M. Dennison | ||
| Ann M. Dennison | ||
| Executive Vice President and Chief Financial Officer | ||
April 30, 2026 | ||