Cigna Group Files 8-K: Material Agreement and Financial Updates

TL;DR

Cigna Group signed a big deal, expect financial shifts.

AI Summary

On September 4, 2025, The Cigna Group entered into a material definitive agreement. This filing also indicates the creation of a direct financial obligation or an obligation under an off-balance sheet arrangement for the registrant. The report covers other events and includes financial statements and exhibits.

Why It Matters

This filing signals a significant new agreement for Cigna Group, potentially impacting its financial obligations and future business operations.

Risk Assessment

Risk Level: medium — Material definitive agreements and new financial obligations can introduce significant business and financial risks.

Key Players & Entities

• The Cigna Group (company) — Registrant
• September 4, 2025 (date) — Date of Report

FAQ

Key Financial Figures

• $0.01 — ich registered Common Stock, Par Value $0.01 CI New York Stock Exchange, Inc.
• $1,000,000,000 — he "Company") completed its offering of $1,000,000,000 in aggregate principal amount of its 4.
• $1,250,000,000 — nior Notes due 2030 (the "2030 Notes"), $1,250,000,000 in aggregate principal amount of its 4.
• $1,500,000,000 — nior Notes due 2032 (the "2032 Notes"), $1,500,000,000 in aggregate principal amount of its 5.
• $750,000,000 — r Notes due 2036 (the "2036 Notes") and $750,000,000 in aggregate principal amount of its 6.
• $2.0 billion — ntends to use the proceeds (i) to repay $2.0 billion of loans outstanding under the Term Loa

Filing Documents

• ny20054607x5_8k.htm (8-K) — 33KB
• ny20054607x5_ex1-1.htm (EX-1.1) — 227KB
• ny20054607x5_ex4-1.htm (EX-4.1) — 261KB
• ny20054607x5_ex5-1.htm (EX-5.1) — 10KB
• ny20054607x5_ex5-1logo01.jpg (GRAPHIC) — 206KB
• ny20054607x5_ex5-1logo02.jpg (GRAPHIC) — 2KB
• 0001140361-25-033986.txt ( ) — 1054KB
• ci-20250904.xsd (EX-101.SCH) — 4KB
• ci-20250904_lab.xml (EX-101.LAB) — 21KB
• ci-20250904_pre.xml (EX-101.PRE) — 16KB
• ny20054607x5_8k_htm.xml (XML) — 4KB

01 Entry into a Material Definitive Agreement

Item 1.01 Entry into a Material Definitive Agreement. On September 4, 2025, The Cigna Group (the "Company") completed its offering of $1,000,000,000 in aggregate principal amount of its 4.500% Senior Notes due 2030 (the "2030 Notes"), $1,250,000,000 in aggregate principal amount of its 4.875% Senior Notes due 2032 (the "2032 Notes"), $1,500,000,000 in aggregate principal amount of its 5.250% Senior Notes due 2036 (the "2036 Notes") and $750,000,000 in aggregate principal amount of its 6.000% Senior Notes due 2056 (together with the 2030 Notes, the 2032 Notes and the 2036 Notes, the "Notes"). The Notes were sold pursuant to the Company's shelf registration statement on Form S-3ASR (File No. 333-289983). The Company intends to use the proceeds (i) to repay $2.0 billion of loans outstanding under the Term Loan Agreement, dated as of August 5, 2025, among the Company, the guarantors from time to time party thereto, the banks from time to time party thereto and Bank of America, N.A., as administrative agent, the proceeds of which were used to fund a strategic investment in another company, and (ii) the remainder for general corporate purposes, which may include investments and repayment of indebtedness. Pending such use, the net proceeds may be invested temporarily in short-term, interest-bearing, investment-grade securities or similar assets. 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. 8 to the Base Indenture, dated as of September 4, 2025 ("Supplemental Indenture No. 8"), between the Company and the Trustee. Supplemental Indenture No. 8 with respect to the Notes (including the forms of the Notes) is filed as Exhibit 4.1 hereto. The 2030 Notes will bear interest at a rate of 4.500% per annum, and interest will be

01 Other Events

Item 8.01 Other Events. On September 2, 2025, the Company entered into an Underwriting Agreement (the "Underwriting Agreement") with BofA Securities, Inc., Citigroup Global Markets Inc., HSBC Securities (USA) Inc. and Morgan Stanley & Co. LLC, as representatives of the underwriters named in Schedule I thereto, with respect to the issuance and sale by the Company of the Notes. The Underwriting Agreement contains customary representations, warranties and agreements of the Company, conditions to closing, indemnification rights and obligations of the parties, and termination provisions. The foregoing description of the Underwriting Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Underwriting Agreement, which is filed as Exhibit 1.1 hereto and incorporated by reference herein. A copy of the opinion of Davis Polk & Wardwell LLP, counsel to the Company, relating to the legality of the Notes is filed as Exhibit 5.1 hereto.

01 Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits. (d) Exhibits. Exhibit No. Description 1.1 Underwriting Agreement, dated as of September 2, 2025, by and among The Cigna Group and BofA Securities, Inc., Citigroup Global Markets Inc., HSBC Securities (USA) Inc. and Morgan Stanley & Co. LLC, as representatives of the underwriters named therein. 4.1 Supplemental Indenture No. 8, dated as of September 4, 2025, between The Cigna Group and U.S. Bank Trust Company, National Association, as trustee. 5.1 Opinion of Davis Polk & Wardwell LLP. 23.1 Consent of Davis Polk & Wardwell LLP (included in Exhibit 5.1). 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: September 4, 2025 By: /s/ Ann M. Dennison Name: Ann M. Dennison Title: Executive Vice President and Chief Financial Officer

View Full Filing

View this 8-K filing on SEC EDGAR