Form 4: Larry Robbins of Glenview Capital Sells CVS Health Corp Shares
Summary
- Larry Robbins, a Director of CVS Health Corp, filed a Form 4 detailing changes in beneficial ownership.
- The report indicates sales of CVS common stock held by Glenview Investment Funds, where Robbins serves as Founder, Portfolio Manager, and CEO of Glenview Capital Management, LLC.
- The sales occurred between May 2, 2025, and May 6, 2025.
- On May 2, 2025, 1,679,736 shares were sold at an average price of $67.3857, 222,556 shares were sold at an average price of $68.3827 and 373,776 shares were sold at an average price of $69.6556.
- On May 5, 2025, 1,226,933 shares were sold at an average price of $67.3669 and 96,999 shares were sold at an average price of $67.9932.
- On May 6, 2025, 150,000 shares were sold at an average price of $66.6714.
- Following these transactions, the number of shares held by Glenview Investment Funds decreased from 10,267,063 to 8,196,799.
- Robbins disclaims beneficial ownership of these shares except to the extent of any pecuniary interest.
Sentiment
Score: 4
Explanation: The document itself is neutral, but the information it contains (insider selling) is generally viewed with mild negativity by the market.
Negatives
- The sale of a significant number of shares by a director and related funds could be perceived negatively by investors.
Risks
- Continued selling pressure from Glenview Investment Funds could negatively impact CVS Health Corp's stock price.
- The market may interpret these sales as a lack of confidence in the company's future prospects.
Management Comments
- The Reporting Person disclaims beneficial ownership over any securities owned by the Glenview Investment Funds other than to the extent of any pecuniary interest he may have therein.
Industry Context
Form 4 filings are a routine part of insider trading activity and are closely watched by investors for signals about a company's prospects. Large sales by insiders can sometimes raise concerns, while purchases are often seen as a positive sign.
Comparison to Industry Standards
- Comparing the size and frequency of these sales to those of other directors or major shareholders in CVS Health Corp and similar companies (e.g., UnitedHealth Group, Walgreens Boots Alliance) could provide context on whether these transactions are unusual.
- Analyzing the trading patterns of Glenview Capital in other healthcare companies could also offer insights.
Stakeholder Impact
- Shareholders may react to the news of the share sales, potentially impacting the stock price.
- Employees may experience uncertainty if the sales are interpreted negatively.
Key Dates
- 05/02/2025: Sales of CVS common stock occurred at weighted average prices of $67.3857, $68.3827 and $69.6556.
- 05/05/2025: Sales of CVS common stock occurred at weighted average prices of $67.3669 and $67.9932.
- 05/06/2025: Sales of CVS common stock occurred at a weighted average price of $66.6714.
Keywords
Filings with Classifications
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.
SEC Form 4 Filing
- The sale of a significant number of shares by a director and related funds could be perceived negatively by investors.
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.
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.
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.
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.
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.
Annual Results
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.
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.
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.
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.
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.
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.
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.
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.
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.
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.
Debt Issuance Announcement
- CVS Health Corporation issued $5 billion in senior notes.
- The notes were sold to investors through an underwriting agreement.
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.
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.
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.
Annual Results
- The company's Medicare Advantage plans did not qualify for full level quality bonuses in 2024, which could reduce profit margin.
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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