Form 8-K - Current report

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of Report (Date of earliest event reported) February 14, 2024

The Cigna Group

(Exact name of registrant as specified in its charter)

Delaware

(State or other jurisdiction of incorporation)

001-38769
(Commission File Number)

82-4991898

(IRS Employer

Identification No.)

900 Cottage Grove Road

Bloomfield, Connecticut 06002

(Address of principal executive offices) (Zip Code)

Registrant’s telephone number, including area code:

(860) 226-6000

Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

[_] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

[_] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

[_] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

[_] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, Par Value $0.01	CI	New York Stock Exchange, Inc.

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).

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. ☐

Item 8.01

Other Events.

On February 14, 2024, The Cigna Group (“Cigna” or the “Company”) entered into accelerated share repurchase agreements (collectively, the “ASR Agreements”) with Deutsche Bank AG and Bank of America, N.A. (collectively, the “Dealers”). Under the ASR Agreements, the Company will purchase an aggregate of $3.2 billion of the Company’s common stock as part of its existing share repurchase program.

Under the terms of the ASR Agreements, on February 15, 2024, Cigna will receive an aggregate initial delivery of approximately 7.6 million shares in exchange for a prepayment of $3.2 billion. The specific number of shares that the Company will ultimately repurchase under the ASR Agreements will be determined based on the volume-weighted average price of Cigna’s common stock during the terms of the transactions, less a discount and subject to adjustments pursuant to the terms and conditions of the ASR Agreements.

At final settlement, under certain circumstances the Dealers may be required to deliver additional shares of Cigna common stock to the Company, or in other circumstances, Cigna may be required to deliver, at its discretion, either shares of its common stock or cash to the Dealers. Final settlement of the ASR Agreements is expected to occur during the second quarter of 2024.

The ASR Agreements contain customary terms for these types of transactions, including, but not limited to, the mechanisms to determine the number of shares or the amount of cash that will be delivered at final settlement, the required timing of delivery of the shares, the specific circumstances under which final settlement of the transactions may be accelerated or extended or the ASR Agreements may be terminated early by Cigna or the Dealers, and various acknowledgments, representations and warranties made by the Company and the Dealers to one another. The terms of the ASR Agreements are subject to adjustment under certain circumstances.

Each of the Dealers perform normal banking, investment banking and/or advisory services for Cigna from time to time for which they receive customary fees and expenses.

On February 15, 2024, the Company issued a press release announcing its entry into the ASR Agreements with the Dealers. A copy of the press release is filed as Exhibit 99.1 to this Current Report on Form 8-K and incorporated herein by reference.

Item 9.01

Financial Statements and Exhibits.

(d)	Exhibits.

Exhibit No.	Description
99.1	Press release dated February 15, 2024.
104	Cover Page Interactive Data File (formatted in Inline XBRL).

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 hereunto duly authorized.

	the Cigna group
Date: February 15, 2024	By:	/s/ Brian C. Evanko
		Brian C. Evanko
		Executive Vice President and Chief Financial Officer and President and Chief Executive Officer, Cigna Healthcare

Exhibit 99.1

Press Release

The Cigna Group Announces $3.2 Billion Accelerated Stock Repurchase

Bloomfield, Conn. February 15, 2024 – Global health company The Cigna Group (NYSE: CI) will repurchase $3.2 billion of common stock through accelerated stock repurchase agreements (the “ASR Agreements”) with Deutsche Bank AG and Bank of America, N.A. (the “Counterparties”). The ASR Agreements are part of The Cigna Group’s (the “Company”) existing share repurchase program, which had remaining authority of $10.6 billion as of February 13, 2024.

“This accelerated share repurchase represents a value-enhancing deployment of capital,” said David M. Cordani, Chairman and Chief Executive Officer, The Cigna Group. “This is a testament to the ongoing growth and strength of our businesses, and we remain committed to returning significant value to our shareholders and investing in our future. We are on track to repurchase $5 billion of common stock over the first half of 2024, inclusive of this accelerated share repurchase, and continue to expect the majority of discretionary cash flow to be used for share repurchase this year.”

Under the terms of the ASR Agreements, on February 15, 2024, the Company will receive an aggregate initial delivery of approximately 7.6 million shares in exchange for a prepayment of $3.2 billion. The specific number of shares that the Company ultimately will repurchase pursuant to the ASR Agreements will be based generally on the daily volume-weighted average share price of The Cigna Group common stock over the term of the ASR Agreements, less a discount and subject to adjustments pursuant to the terms and conditions of the ASR Agreements. Final settlement under the ASR Agreements is expected to occur in the second quarter of 2024. The ASR Agreements contain provisions customary for agreements of this type, including provisions for adjustments to the transaction terms upon certain specified events, the circumstances generally under which final settlement of the ASR Agreements may be accelerated or extended or the ASR Agreements may be terminated early by the Company or the Counterparties, and various acknowledgements and representations made by the parties to each other. At final settlement, under certain circumstances, the Company may be entitled to receive additional shares of The Cigna Group common stock from the Counterparties or the Company may be required to make a cash payment or, if the Company elects, deliver shares of The Cigna Group common stock to the Counterparties. All of the shares of The Cigna Group common stock delivered to the Company under the ASR Agreements will be held in treasury or retired.

About The Cigna Group

The Cigna Group (NYSE: CI) is a global health company committed to creating a better future built on the vitality of every individual and every community. We relentlessly challenge ourselves to partner and innovate solutions for better health. The Cigna Group includes products and services marketed under Evernorth Health Services, Cigna Healthcare, or its subsidiaries. The Cigna Group maintains sales capabilities in more than 30 countries and jurisdictions, and has approximately 165 million customer relationships around the world. Learn more at www.thecignagroup.com.

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

This press release, and oral statements made in connection with this release, may contain 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 the number of shares that ultimately will be repurchased under the ASR Agreements and other statements regarding our 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. The discussions in our Annual Report on Form 10-K for the year ended December 31, 2022, including the “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” sections therein, as such discussions may be updated from time to time in our periodic filings with the Securities and Exchange Commission, include both expanded discussion of these factors and additional risk factors and uncertainties that could affect the matters discussed in the forward-looking statements. 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.

INVESTOR RELATIONS CONTACT:
Ralph Giacobbe
(860) 787-7968

ralph.giacobbe@TheCignaGroup.com

MEDIA CONTACT:
Justine Sessions
(860) 810-6523
justine.sessions@evernorth.com

Cover	Feb. 15, 2024
Cover [Abstract]
Document Type	8-K
Amendment Flag	false
Document Period End Date	Feb. 14, 2024
Entity File Number	001-38769
Entity Registrant Name	The Cigna Group
Entity Central Index Key	0001739940
Entity Tax Identification Number	82-4991898
Entity Incorporation, State or Country Code	DE
Entity Address, Address Line One	900 Cottage Grove Road
Entity Address, City or Town	Bloomfield
Entity Address, State or Province	CT
Entity Address, Postal Zip Code	06002
City Area Code	860
Local Phone Number	226-6000
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Common Stock, Par Value $0.01
Trading Symbol	CI
Security Exchange Name	NYSE
Entity Emerging Growth Company	false