AI interpretation based on checked source excerpts. Issuer assertions and evidence limitations remain explicit.
Evidence
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).
MD&A / Evernorth client renewals and recontracting · Filed 30/07/2026
Arrangements are generally short-term (one year or less) except for certain three-year health benefit management solutions contracts, and each consists of a single performance obligation.
Revenue recognition / service arrangement durations · Filed 26/02/2026
Clients can easily move between our competitors and us.
Risk factors / ease of client switching · Filed 26/02/2026
Our clients are well-informed and typically have knowledgeable consultants who seek competing bids from our competitors before contract renewal.
Risk factors / competitive bidding before renewal · Filed 26/02/2026
◦
Adjusted income from operations, pre-tax1, decreased 27%, primarily reflecting client-focused initiatives, including large client contract renewals, and customer-focused initiatives, consistent with prior commentary.
Second-quarter results / Pharmacy Benefit Services earnings decline · Filed 30/07/2026
Total pharmacy customers at June 30, 2026 decreased 4% from December 31, 2025 to 118.2 million, reflecting expected client transitions and lower membership from health plan clients.
Customer relationships / pharmacy customer decline · Filed 30/07/2026
Our pharmacy technology platform allows us to safely, rapidly and accurately adjudicate over two billion adjusted prescriptions annually.
Business / pharmacy technology processing volume · Filed 26/02/2026
◦
Adjusted income from operations, pre-tax1, increased 22% primarily reflecting strong organic growth in specialty businesses, including higher generic and biosimilar adoption which benefits clients and patients by delivering lower costs, and operating efficiencies.
Second-quarter results / specialty growth and operating efficiencies · Filed 30/07/2026
These competitive factors have historically applied pressure on our operating margins and caused many companies, including us, to reduce the prices charged for products and services while sharing with clients a greater portion of the formulary rebates and related fees received from pharmaceutical manufacturers.
Risk factors / historical pricing concessions and margin pressure · Filed 26/02/2026
Pharmacy Benefit Manager and Drug Pricing Regulation Our pharmacy benefit management services are subject to numerous laws and regulations that govern critical practices, including disclosure, receipt and retention of rebates and other payments received from pharmaceutical manufacturers; certain pharmacy contracting practices, including disclosure of cost information to customers; pharmacy reimbursement mandates; the receipt and 13 retention of transmission fees from contracted pharmacies; performance-based price concessions; pharmacy price concessions to drug prices at the point of sale; audits of contracted pharmacies; use of, administration of or changes to drug formularies, the use and disclosure of maximum allowable cost ("MAC") pricing, or clinical programs; "most favored nation" pricing, which provides that a pharmacy participating in a specific government program must give the program the best price the pharmacy makes available to any third-party plan; disclosure of data to third parties; drug utilization management practices; the level of duty a PBM owes its clients or customers; configuration of pharmacy networks; the operations of our subsidiary pharmacies; fiduciary requirements; referrals to affiliated pharmacies; disclosure of negotiated provider reimbursement rates; disclosure of negotiated drug rebates; calculation of certain customer cost-share for prescription drug claims; pricing that includes differential or spread (i.e., a difference between the drug price charged to the plan sponsor by a PBM and the price paid by the manager to the dispensing provider); disclosure of fees associated with administrative service agreements and patient care programs that are attributable to customers' drug utilization; utilization management; and registration or licensing of PBMs.
Regulation / PBM pricing and contracting restrictions · Filed 26/02/2026
As we continue to scale these capabilities, we will create value for customers, clients and shareholders alike through better outcomes, lower costs and a more connected health care experience.”
Investor Day / prospective benefits of scaling capabilities · Filed 30/09/2026
Financial Results (dollars in millions):
Three Months Ended
Six Months
Ended
June 30,
March 31,
June 30,
2026
2025
2026
2026
Adjusted Revenues3,7
$
11,728
$
10,754
$
11,477
$
23,205
Adjusted Income from Operations, Pre-Tax1
$
1,276
$
1,094
$
1,514
$
2,790
Margin, Pre-Tax6
10.9
%
10.2
%
13.2
%
12.0
%
•
Second quarter 2026 adjusted revenues3 increased 9% relative to second quarter 2025, primarily reflecting premium rate increases to cover expected increases in medical costs.
Second-quarter results / Cigna Healthcare premium increases and profitability · Filed 30/07/2026
Premiums in the Cigna Healthcare segment are generally set for a one-year period and are priced well in advance of the date on which the contract commences or renews.
Risk factors / annual premium setting · Filed 26/02/2026
Federal and state regulatory agencies may restrict or prevent entirely our ability to implement changes in premium rates or collect certain administrative fees.
Risk factors / regulatory restrictions on premium changes · Filed 26/02/2026
In 2025, for clients covered under our pharmacy benefit contracts, Express Scripts shared over 95% of the drug formulary management rebates it received with its integrated clients, and more than two-thirds of clients received 100% of rebates.
Business / actual rebate sharing in 2025 · Filed 26/02/2026
•Achieved shareholders’ net income for 2025 of $6 billion, or $22.18 per share, and adjusted income from operations of $8 billion, or $29.84 per share.* •Generated cash flow from operations of $9.6 billion.
Proxy / 2025 earnings and operating cash generation · Filed 13/03/2026
•Returned $5.2 billion to shareholders through dividends and share repurchases.
Proxy / 2025 shareholder distributions · Filed 13/03/2026
In addition to these financial achievements, we further shaped our portfolio in 2025 by investing $3.5 billion in Shields Health Solutions to enhance care for individuals with complex and chronic conditions, and by completing the $4.9 billion sale of our Medicare Advantage, Cigna Supplemental Benefits, Medicare Part D, and CareAllies businesses to Health Care Service Corporation.
Proxy / Shields investment and completed business sale · Filed 13/03/2026
For example, in the year ended December 31, 2024, we determined our investment in VillageMD was fully impaired and recorded a $2.7 billion loss in Net investment gains/losses in our Consolidated Statements of Income.
Risk factors / realized VillageMD impairment · Filed 26/02/2026
6 The Cigna Group Consolidated Statements of Changes in Total Equity Unaudited Six Months Ended June 30, 2026 (In millions) Common Stock Additional Paid-in Capital Accumulated Other Comprehensive (Loss) Retained Earnings Treasury Stock Shareholders' Equity Other Non- controlling Interests Total Equity Balance at December 31, 2025 $ 4 $ 31,790 $ (2,806) $ 47,865 $ (35,140) $ 41,713 $ 161 $ 41,874 Effect of issuing stock for employee benefit plans 305 (80) 225 225 Other comprehensive loss (1,555) (1,555) (1,555) Net income 3,314 3,314 422 3,736 Common dividends declared (per share: $3.12) (824) (824) (824) Repurchase of common stock — (250) (250) (250) Other transactions impacting noncontrolling interests (3) (3) (293) (296) Balance at June 30, 2026 $ 4 $ 32,092 $ (4,361) $ 50,355 $ (35,470) $ 42,620 $ 290 $ 42,910 Six Months Ended June 30, 2025 (In millions) Common Stock Additional Paid-in Capital Accumulated Other Comprehensive (Loss) Retained Earnings Treasury Stock Shareholders' Equity Other Non- controlling Interests Total Equity Balance at December 31, 2024 $ 4 $ 31,288 $ (2,341) $ 43,519 $ (31,437) $ 41,033 $ 210 $ 41,243 Effect of issuing stock for employee benefit plans 300 (108) 192 192 Other comprehensive loss (475) (475) (475) Net income 2,855 2,855 186 3,041 Common dividends declared (per share: $3.02) (810) (810) (810) Repurchase of common stock — (2,581) (2,581) (2,581) Other transactions impacting noncontrolling interests — — (180) (180) Balance at June 30, 2025 $ 4 $ 31,588 $ (2,816) $ 45,564 $ (34,126) $ 40,214 $ 216 $ 40,430 The accompanying Notes to the Consolidated Financial Statements (unaudited) are an integral part of these statements.
Consolidated statements of equity / earnings, distributions and employee stock issuance · Filed 30/07/2026
7 The Cigna Group Consolidated Statements of Cash Flows Unaudited Six Months Ended June 30, (In millions) 2026 2025 Cash Flows from Operating Activities Net income $ 3,736 $ 3,041 Adjustments to reconcile net income to net cash provided by operating activities: Depreciation and amortization 1,305 1,356 Investment gains, net (189) (50) Deferred income tax benefit (170) (292) Gain on sale of businesses (17) (41) Net changes in assets and liabilities, net of non-operating effects: Accounts receivable, net (2,044) (6,398) Inventories 1,490 726 Reinsurance recoverable and Other assets (398) (402) Insurance liabilities 906 1,702 Pharmacy and other service costs payable (4,108) 995 Accounts payable and Accrued expenses and other liabilities 230 (1,020) Other, net (31) 417 NET CASH PROVIDED BY OPERATING ACTIVITIES 710 34 Cash Flows from Investing Activities Proceeds from investments sold: Debt securities and equity securities 104 272 Investment maturities and repayments: Debt securities and equity securities 399 553 Commercial mortgage loans 75 90 Other sales, maturities and repayments (primarily short-term and other long-term investments) 513 431 Investments purchased or originated: Debt securities and equity securities (668) (1,512) Commercial mortgage loans (40) (62) Other (primarily short-term and other long-term investments) (749) (761) Property and equipment purchases, net (564) (612) Divestitures, net of cash sold 26 2,346 Renewable energy tax credit equity investments (214) (327) Other, net (22) (18) NET CASH (USED IN) PROVIDED BY INVESTING ACTIVITIES (1,140) 400 Cash Flows from Financing Activities Deposits and interest credited to contractholder deposit funds 74 74 Withdrawals and benefit payments from contractholder deposit funds (158) (137) Net change in short-term debt 975 296 Repayment of long-term debt (550) (1,600) Repurchase of common stock (280) (2,620) Issuance of common stock 158 141 Common stock dividend paid (826) (813) Other, net (327) (355) NET CASH USED IN FINANCING ACTIVITIES (934) (5,014) Effect of foreign currency rate changes on cash, cash equivalents and restricted cash (16) 35 Net decrease in cash, cash equivalents and restricted cash (1,380) (4,545) Cash, cash equivalents and restricted cash January 1, (1) 7,736 8,931 Cash, cash equivalents and restricted cash June 30, (1) $ 6,356 $ 4,386 (1)Restricted cash and cash equivalents were reported in other long-term investments and Other assets.
Consolidated cash flows / funding, distributions and cash balances · Filed 30/07/2026
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").
Debt / revolving credit facility size and maturity · Filed 30/07/2026
As of June 30, 2026, there was no outstanding balance under the Credit Agreement.
Debt / undrawn revolving credit facility · Filed 30/07/2026
As of June 30, 2026, there were $0.9 billion of sold accounts receivable that have not been collected and have been removed from the Company's Consolidated Balance Sheets.
Receivables factoring / outstanding sold receivables · Filed 30/07/2026
If the ratio of the insurer's adjusted surplus to its RBC falls below statutorily required minimums, the insurer could be subject to regulatory actions ranging from increased scrutiny to conservatorship.
Solvency regulation / adjusted surplus relative to RBC · Filed 26/02/2026
Our HMOs and life and health insurance subsidiaries, as well as non-U.S.
Solvency and capital requirements / covered subsidiaries · Filed 26/02/2026
insurance subsidiaries, are compliant with applicable RBC and non-U.S.
Solvency and capital requirements / compliance disclosure · Filed 26/02/2026
surplus rules.
Holding Company Laws
Our insurance companies and most of our HMOs are regulated under state insurance holding company laws and regulations, which are largely based on the NAIC’s Insurance Holding Company System Regulatory Act and its companion model regulation.
Solvency compliance and insurance holding company regulation · Filed 26/02/2026
Assets supporting these liabilities are managed in segregated investment portfolios to facilitate matching of asset durations and cash flows to those of corresponding liabilities.
Investment management / segregated asset-liability matching portfolios · Filed 26/02/2026
The following table summarizes the credit risk profile of the Company's commercial mortgage loan portfolio: (Dollars in millions) June 30, 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% $ 379 2.08 $ 355 2.13 60% to 79% 634 1.72 694 1.81 80% to 100% 186 0.84 184 0.79 Total $ 1,199 1.67 72 % $ 1,233 1.72 71 % 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.
Investments / commercial mortgage credit profile · Filed 30/07/2026
As of December 31, 2025 and December 31, 2024, $0.8 billion and $0.9 billion, respectively, of the future policy benefit reserve was recoverable through treaties with external reinsurers.
Insurance liabilities / external reinsurance recoverables · Filed 26/02/2026
Adjusted revenues (1)
11,728
10,754
23,205
25,236
(8)
Pre-tax adjusted income from operations (1)
1,276
1,094
2,790
2,381
Pre-tax margin (1)(2)
10.9
10.2
bps
12.0
9.4
260
bps
Medical care ratio
84.5
83.2
130
bps
82.2
82.6
bps
SG&A expense ratio (3)
19.6
20.3
(70)
bps
19.8
19.8
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.
MD&A / Cigna Healthcare earnings and medical care ratios · Filed 30/07/2026
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.
Capital resources / Evernorth dividend flexibility · Filed 30/07/2026
Financial Summary Three Months Ended June 30, Change Six Months Ended June 30, Change (In millions) 2026 2025 2026 2025 Pre-tax adjusted loss from operations $ (410) $ (382) 7 % $ (814) $ (793) 3 % Three and Six Months Ended June 30, 2026 versus Three and Six Months Ended June 30, 2025 Pre-tax adjusted loss from operations increased for both periods, primarily due to higher interest expense.
Corporate results / higher interest expense · Filed 30/07/2026
Compensation Practices Incentivize Performance Align Interests Emphasize Performance-Based Pay Focus on Long Term Pay Competitively Performance-Based Pay •92% of 2025 CEO total target pay at risk(1) Long-Term Incentives •77% of 2025 CEO total target pay in equity award incentives(1) •No payment of dividends on restricted stock prior to vesting Commitment to Performance Equity •100% of 2025 CEO long-term incentive award is performance based •60% of 2025 CEO long-term incentive award comprised of Strategic Performance Shares Rigorous Goals Underpin Incentives •No annual incentive payout unless pre-established minimum level of performance is achieved •No overlap between short- and long-term metrics, and incentives use both absolute and relative metrics Compensation Benchmarking •Committee review of compensation targets •Named executive officer total target compensation within the competitive range of the market median Strong Compensation Governance •Robust clawback, anti-hedging, and anti-pledging policies •Annual compensation risk assessment by People Resources Committee Rigorous Stock Ownership Requirements •Significant stock ownership requirements •Stock retention requirements that encourage a long-term ownership philosophy Prudent Equity Usage •No repricing without shareholder approval •Annual share usage limit to manage burn rate (1)CEO long-term incentive target at midpoint of target range.
Proxy / implemented compensation practices and safeguards · Filed 13/03/2026
2023–2025 SPS Program
As further described on page 73, the 2023–2025 SPS program paid out at 73%.
Proxy / actual 2023–2025 performance-share payout · Filed 13/03/2026
As of December 31, 2025, this represents approximately 0.23% of the Company’s outstanding shares.
Proxy / CEO ownership as of December 31, 2025 · Filed 13/03/2026
34 The Cigna Group | 2026 Notice of Annual Meeting of Shareholders and Proxy Statement CORPORATE GOVERNANCE MATTERS Key Areas of Risk Oversight Board of Directors Strategic Operational Financial Compliance Risks related to strategic planning, including the selection and implementation of business plans, the allocation of capital resources, and our ability to adapt to the changing environment in which we operate Risks related to the management and operation of our business, including controls with respect to key business processes and business continuity Risks related to financial matters, including our ability to maintain our desired debt ratings and appropriate levels of liquidity, as well as the reliability of our financial reporting Risks related to our compliance with the laws and regulations governing our business, as well as our ability to maintain high ethical and business practice standards Board Committees as of January 1, 2026(1) Audit & Compliance •Financial statements •Internal control over financial reporting •Disclosure controls and procedures •Privacy •Independent auditor and internal audit oversight •ERM programs and policies •Compliance programs and risk assessments Corporate Governance •Corporate governance policies and practices •Board succession planning •Corporate impact and sustainability landscape, policies, and performance •Shareholder engagement •Political and charitable contributions •Code of Ethics and Director Code Finance & Technology •Capital deployment •Operating plan/budget •Technology strategy •Cybersecurity •Artificial Intelligence •Investment strategy •Material mergers, acquisitions, and divestitures •Insurance coverage and related risk management People Resources •Executive compensation •Incentive compensation programs and policies •Succession planning •Human capital management (1)Reflects oversight responsibilities effective January 1, 2026.
Proxy / effective board and committee risk oversight responsibilities · Filed 13/03/2026
As disclosed in “Corporate Governance Matters – Shareholder Engagement,” we have implemented several governance enhancements in recent years for which shareholders have expressed support in our engagement discussions, including the adoption of amendments to our By-Laws to provide for a proxy access right and the shareholder right to call a special meeting, and the elimination of supermajority voting provisions in our governing documents.
Proxy / adopted shareholder governance rights · Filed 13/03/2026
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.
Controls and procedures / management effectiveness conclusion · Filed 30/07/2026
As of December 31, 2025, purchase obligations consisted of a total of $6.3 billion of estimated payments required under contractual arrangements (of which we expect $2.1 billion of purchase obligations to be paid within the next 12 months beginning January 1, 2026).
Contractual obligations / binding purchase commitments · Filed 26/02/2026
