Item 8.01 Other Items.

On June 15, 2022, Cigna Corporation ("Cigna" or the "Company") entered into accelerated share repurchase agreements (collectively, the "ASR Agreements") with Mizuho Markets Americas LLC and Morgan Stanley & Co. LLC (collectively, the "Dealers"). Under the ASR Agreements, the Company will purchase an aggregate of $3.5 billion of the Company's common stock as part of its existing share repurchase program.

The ASR Agreements provide that if the public announcement of the first closing of the Company's previously announced sale of its life, accident and supplemental benefits businesses in several countries to Chubb INA Holdings, Inc. does not occur on or before July 1, 2022, the ASR Agreements shall be cancelled in whole.

Under the terms of the ASR Agreements, on July 6, 2022, Cigna will receive an aggregate initial delivery of shares equal in value to 80% of the prepayment amount of $3.5 billion, based on Cigna's share price as of market close on July 1, 2022. 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 fourth quarter of 2022.

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 the ASR Agreements if the Company were to enter into or announce certain types of transactions or to take certain corporate actions.

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 June 16, 2022, 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 June 16, 2022.

104 Cover Page Interactive Data File (embedded within the Inline XBRL).

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