Cigna (CI) 8-KEntry into a Material Definitive Agreement

On February 13, 2024, The Cigna Group (the “Company” or “our”) completed its previously announced offering of $1.0 billion in aggregate principal amount of its 5.000% Senior Notes due 2029 (the “2029 Notes”), $750 million in aggregate principal amount of its 5.125% Senior Notes due 2031 (the “2031 Notes”), $1.25 billion in aggregate principal amount of its 5.250% Senior Notes due 2034 (the “2034 Notes”) and $1.5 billion in aggregate principal amount of its 5.600% Senior Notes due 2054 (together with the 2029 Notes, the 2031 Notes and the 2034 Notes, the “Notes”). The Notes were sold pursuant to the Company’s shelf registration statement on Form S-3ASR (File No. 333-268633).

The terms of the Notes are governed by an Indenture, dated as of September 17, 2018 (the “Base Indenture”), between the Company and U.S. Bank Trust Company, National Association, as successor to U.S. Bank National Association, as trustee (the “Trustee”), as supplemented by Supplemental Indenture No. 7 to the Base Indenture, dated as of February 13, 2024 (“Supplemental Indenture No. 7”), between the Company and the Trustee. Supplemental Indenture No. 7 with respect to the Notes (including the forms of the Notes) is filed as Exhibit 4.1 hereto.

The foregoing description of Supplemental Indenture No. 7 and the Notes does not purport to be complete and is qualified in its entirety by reference to Supplemental Indenture No. 7 (including the forms of the Notes), which is filed as Exhibit 4.1 hereto, and is incorporated herein by reference.

As previously announced, the Company intends to use the proceeds from the offering of the Notes to pay the consideration for the announced tender offers (the “Tender Offers”) for up to $2.25 billion in aggregate principal amount of outstanding notes with maturities in 2024, 2025, 2026, 2027 and 2030. The Company intends to use the remaining proceeds from the offering of the Notes not applied to the Tender Offers to fund the repayment of its 0.613% Senior Notes due 2024 at maturity in March 2024 and for general corporate purposes, which may include repayment of indebtedness and repurchases of shares of its common stock.

This information under this Item 7.01 shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, whether made before or after the date of this Current Report on Form 8-K, except as shall be expressly set forth by specific reference in such a filing.

A copy of the opinion of Simpson Thacher & Bartlett LLP, counsel to the Company, relating to the legality of the Notes is filed as Exhibit 5.1 hereto.

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 achieve our strategic and operational initiatives; our ability to adapt to changes in an evolving and rapidly changing industry; our ability to compete effectively, differentiate our products and services from those of our competitors and maintain or increase market share; 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; the potential for actual claims to exceed our estimates related to expected medical claims; our ability to develop and maintain satisfactory relationships with physicians, hospitals, other health service providers and with producers and consultants; 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 marketplace or pharmacy networks; changes in drug pricing or industry pricing benchmarks; our ability to invest in and properly maintain our information technology and other business systems; our ability to prevent or contain effects of potential cyberattack or other privacy or data security incidents; risks related to our use of artificial intelligence and machine learning; 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; dependence on success of relationships with third parties; risk of significant disruption within our operations or among key suppliers or third parties; potential liability in connection with managing medical practices and operating pharmacies, onsite clinics and other types of medical facilities; 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; uncertainties surrounding participation in government-sponsored programs such as Medicare; the outcome of litigation, regulatory audits and investigations; compliance with applicable privacy, security and data laws, regulations and standards; potential failure of our prevention, detection and control systems; 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 and 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 our most recent report on Form 10-K and subsequent reports on Forms 10-Q and 8-K available through the Investor Relations section of www.thecignagroup.com. 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.