Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

On November 17, 2022, the Board of Directors of CVS Health Corporation (the "Company") amended, effective immediately, the by-laws (the "By-laws") of the Company to (a) revise Section 1.10 with respect to the notification and other requirements related to nominations of directors and solicitations of proxies, including requiring compliance with Rule 14a-19 under the Securities Exchange Act of 1934, as amended, and (b) incorporate ministerial, clarifying and conforming changes.

The foregoing description of the amendments to the By-laws does not purport to be complete and is qualified in its entirety by reference to the full text of the By-laws, as amended and restated, a copy of which is attached as Exhibit 3.1 and incorporated by reference herein.




Item 8.01 Other Events

On November 17, 2022, the Board of Directors of the Company approved the 2022 Repurchase Program pursuant to which the Company is authorized to repurchase up to $10 billion of shares of the Company's common stock (including brokers' fees and commissions) after the full utilization of the Company's existing 2021 Repurchase Program authorization.

The 2022 Repurchase Program permits the Company to effect repurchases from time to time through a combination of open market purchases, privately negotiated transactions, accelerated share repurchase transactions, and/or other derivative transactions.

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