CVS
Cvs Health CORP
NYSE
Form 4: CVS Health Director Anne Finucane Corrects Beneficial Ownership Reporting After Gift and Trust Transfer
Sentiment:
SEC Filing Form 4
14 March 2025 5:02 PM
Anne Finucane, a director at CVS Health, filed an amended Form 4 to correct previous reporting errors related to a gift of shares and the holding of shares in a trust.
Delay expected
The gift of shares by the reporting person to a donor-advised charitable family foundation on November 18, 2022 was not timely reported due to an administrative error.
Summary
- Anne Finucane, a director of CVS Health Corp, filed a Form 4 to report changes in beneficial ownership.
- The report includes a correction for a gift of 800 shares of common stock to a donor-advised charitable family foundation on November 18, 2022, at a price of $97.35 per share, which was not timely reported due to an administrative error.
- The reporting person also corrected an error where some shares were reported as directly held since June 2018 when they had been moved into a trust.
- Additionally, the reporting person inadvertently included 1.2482 shares that had been delivered as cash in lieu of fractional shares in January 2022.
- Following the reported transactions, the reporting person beneficially owns 28,964 shares indirectly through a trust.
Sentiment
Score: 5
Explanation: The document primarily involves correcting past reporting errors, which is neutral. The errors themselves are slightly negative, but the correction is a positive step towards compliance.
Negatives
- The reporting person had to correct previous errors in reporting beneficial ownership, indicating a lapse in internal controls or oversight.
Risks
- Failure to accurately report beneficial ownership can lead to regulatory scrutiny and potential penalties.
Industry Context
Form 4 filings are a routine part of corporate governance, providing transparency into the transactions of company insiders. Corrections, while not ideal, are not uncommon and highlight the importance of accurate record-keeping and reporting.
Stakeholder Impact
- Shareholders benefit from accurate and transparent reporting of insider transactions.
Key Dates
- June 2018: Shares were moved into a trust but incorrectly reported as directly held.
- January 2022: 1.2482 shares were delivered as cash in lieu of fractional shares and inadvertently included in the reporting.
- 11/18/2022: Gift of 800 shares to a donor-advised charitable family foundation.
- 03/14/2025: Signature date of the reporting person.
Keywords
CVS
Cvs Health CORP
NYSE
Sector: TBD
Filings with Classifications
Better than expected
9 June 2025 8:22 AM
Insider Transaction Report
- The purchase of shares by a director is generally considered a positive signal, indicating management's confidence in the company's future performance and valuation.
Worse than expected
6 May 2025 4:15 PM
SEC Form 4 Filing
- The sale of a significant number of shares by a director and related funds could be perceived negatively by investors.
Worse than expected
1 May 2025 6:35 AM
Quarterly Report (Form 10-Q)
- The company recorded a premium deficiency reserve of $448 million in its individual exchange product line.
- Medical membership disruptions may result in volatility in the company's financial results.
- Elevated utilization levels may pressure the Health Care Benefits segment and its health care delivery assets.
Better than expected
1 May 2025 6:32 AM
Earnings Release
- The company's Q1 2025 results exceeded expectations with a 7.0% increase in total revenues.
- Adjusted EPS guidance was raised to $6.00 to $6.20 from $5.75 to $6.00.
- Cash flow from operations guidance was increased to approximately $7.0 billion from approximately $6.5 billion.
Worse than expected
4 April 2025 4:03 PM
Definitive Proxy Statement
- The company did not meet threshold 2024 PSU Adjusted EPS performance for the 2022-2024 PSUs, resulting in a 0% payout.
- MIP Adjusted Operating Income metric achieved below threshold performance.
Delay expected
4 April 2025 4:03 PM
Definitive Proxy Statement
- The Health Services segment results fell below expectations, primarily due to a one quarter delay in the full rollout of our Cordavis biosimilars business.
Delay expected
14 March 2025 5:02 PM
SEC Filing Form 4
- The gift of shares by the reporting person to a donor-advised charitable family foundation on November 18, 2022 was not timely reported due to an administrative error.
Worse than expected
12 February 2025 6:47 AM
Annual Results
Worse than expected
12 February 2025 6:32 AM
Earnings Release
- The company's GAAP and Adjusted EPS decreased compared to the prior year, indicating worse than expected profitability.
- The Health Care Benefits segment reported an adjusted operating loss, which is worse than the operating income in the prior year.
Capital raise
10 December 2024 4:33 PM
Debt Issuance Announcement
- CVS Health Corporation issued $2.25 billion of 7.000% Fixed-to-Fixed Rate Series A Junior Subordinated Notes due 2055.
- CVS Health Corporation issued $750 million of 6.750% Fixed-to-Fixed Rate Series B Junior Subordinated Notes due 2054.
Capital raise
9 December 2024 7:08 AM
Debt Tender Offer Announcement
- CVS Health will fund the purchase of the tendered notes with proceeds from the issuance of 7.000% Series A Junior Subordinated Notes due 2055 and 6.750% Series B Junior Subordinated Notes due 2054.
Capital raise
4 December 2024 6:53 PM
Debt Offering Announcement
- CVS Health is raising $3 billion through the issuance of junior subordinated notes.
- The offering is split into two series: $2.25 billion in Series A notes and $750 million in Series B notes.
- The net proceeds are expected to be approximately $2,963,075,700 after deducting underwriter discounts and estimated offering expenses.
Capital raise
2 December 2024 9:50 AM
Debt Tender Offer Announcement
- CVS Health plans to issue new subordinated debt securities to fund the cash tender offers.
- The amount of the new debt issuance is expected to be sufficient to cover the purchase of all tendered notes, accrued interest, and fees associated with the tender offers.
Worse than expected
6 November 2024 6:35 AM
Quarterly Report
- The company's net income and operating income were significantly lower than expected due to restructuring charges and increased healthcare costs.
- The Health Care Benefits segment's performance was worse than expected due to increased utilization and premium deficiency reserves.
- The company's medical benefit ratio (MBR) was higher than expected, indicating higher healthcare costs.
Worse than expected
6 November 2024 6:33 AM
Quarterly Report
- The company's GAAP and adjusted EPS were significantly lower than the previous year due to a decline in the Health Care Benefits segment and premium deficiency reserves.
- Operating income decreased by 77.5% due to the decline in adjusted operating income and restructuring charges.
- Adjusted operating income decreased by 42.8% due to the Health Care Benefits segment's performance.
Worse than expected
18 October 2024 6:46 AM
Leadership Change and Preliminary Quarterly Results
- The company's preliminary Q3 2024 results are worse than expected due to higher medical costs and significant charges for premium deficiency reserves and restructuring.
- The company has withdrawn its previous financial guidance, indicating a significant deviation from prior expectations.
Worse than expected
7 August 2024 6:35 AM
Quarterly Report
- The company's operating income and net income decreased year-over-year, indicating worse than expected profitability.
- The Health Care Benefits segment experienced a higher medical benefit ratio, indicating higher than expected healthcare costs.
- The Health Services segment saw a decrease in revenue due to the loss of a large client, which was worse than expected.
Worse than expected
7 August 2024 6:33 AM
Quarterly Report
- The company lowered its full-year earnings and cash flow guidance, indicating worse than expected results.
- The Health Care Benefits segment experienced a significant decline in operating results, contributing to the worse than expected performance.
- The adjusted EPS for the second quarter was lower than the prior year, indicating worse than expected profitability.
Capital raise
9 May 2024 4:19 PM
Debt Issuance Announcement
- CVS Health Corporation issued $5 billion in senior notes.
- The notes were sold to investors through an underwriting agreement.
Capital raise
8 May 2024 4:40 PM
Debt Issuance Announcement
- CVS Health is raising approximately $4.95 billion through the issuance of senior notes.
- The funds will be used for general corporate purposes as detailed in the prospectus.
Worse than expected
1 May 2024 6:40 AM
Quarterly Report
- The company's net income and operating income decreased significantly, indicating worse than expected results.
- The medical benefit ratio (MBR) in the Health Care Benefits segment increased substantially, reflecting higher healthcare costs than anticipated.
- The Health Services segment experienced a revenue decrease, which was worse than expected.
Worse than expected
1 May 2024 6:32 AM
Quarterly Report
- The company's earnings per share and cash flow guidance were significantly lowered due to higher than expected medical costs.
- The Health Care Benefits segment experienced a substantial decrease in adjusted operating income, indicating worse than expected performance.
- The medical benefit ratio increased significantly, reflecting higher healthcare costs than anticipated.
Worse than expected
7 February 2024 6:52 AM
Annual Results
- The company's Medicare Advantage plans did not qualify for full level quality bonuses in 2024, which could reduce profit margin.
Worse than expected
7 February 2024 6:33 AM
Quarterly Report
- The company revised its full-year 2024 earnings and cash flow guidance downwards, indicating worse than expected future performance.
- The Health Care Benefits segment experienced a decrease in adjusted operating income due to increased utilization in Medicare Advantage, which was worse than expected.
- The Pharmacy & Consumer Wellness segment saw a decrease in adjusted operating income for the full year due to continued pharmacy reimbursement pressure and decreased COVID-19 related services, which was worse than expected.
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