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) September 24, 2025

The Cigna Group

(Exact name of registrant as specified in its charter)

Delaware	001-38769	82-4991898
(State or other jurisdiction of incorporation)	(Commission File Number)	(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 71.01 Entry ~~Regulation~~into FDa ~~Disclosure~~Material Definitive Agreement.

On September 4, 2025, ~~Outlook~~The ~~Affirmation~~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 ~~Cigna~~Company ~~Group~~intends ~~(or~~to ~~“our”)~~use ~~officials~~the ~~expect~~proceeds (i) to ~~participate~~repay in$2.0 ~~meetings~~billion ~~with~~of ~~investors~~loans ~~and~~outstanding ~~analysts~~under ~~over~~the Term Loan Agreement, dated as of August 5, 2025, among the ~~next~~Company, ~~several~~the ~~weeks.~~guarantors ~~During~~from ~~these~~time ~~meetings~~to time party thereto, ~~The~~the ~~Cigna~~banks ~~Group officials~~from ~~expect~~time to ~~reaffirm~~time ~~projected~~party ~~full~~thereto ~~year~~and ~~2025~~Bank ~~consolidated~~of ~~adjusted~~America, ~~income~~N.A., ~~from~~as ~~operations~~administrative onagent, the proceeds of which were used to fund a ~~per~~strategic ~~share~~investment ~~basis~~in ofanother company, atand ~~least~~(ii) ~~$29~~the remainder for general corporate purposes, which may include investments and repayment of indebtedness.60 ~~per~~Pending ~~share~~such use, the net proceeds may be invested temporarily in short-term, interest-bearing, investment-grade securities or similar assets.

The ~~Cigna~~terms ~~Group~~of ~~previously~~the ~~discussed~~Notes ~~its~~are ~~full~~governed ~~year~~by ~~2025~~an ~~outlook~~Indenture, indated ~~its~~as ~~press~~of ~~release~~September ~~dated~~17, ~~July~~2018 ~~31,~~(the ~~2025~~“Base Indenture”), between the Company and ~~during~~U.S. Bank ~~the~~Trust ~~related~~Company, ~~investor~~National ~~conference~~Association, ~~call~~as successor to U.S. ~~The~~Bank ~~press~~National ~~release and~~Association, as trustee (the ~~conference~~“Trustee”), ~~call~~as ~~transcript~~supplemented ~~are~~by ~~available~~Supplemental inIndenture No. 8 to the ~~Investor~~Base ~~Relations~~Indenture, ~~section~~dated as of ~~The~~September ~~Cigna~~4, ~~Group’s~~2025 ~~website~~(“Supplemental ~~located~~Indenture atNo. 8”), ~~www~~between the Company and the Trustee.~~thecignagroup.com.~~ ~~Forward-looking~~Supplemental ~~statements~~Indenture inNo. ~~these~~8 ~~documents~~with ~~and~~respect to the ~~related~~Notes ~~call~~(including ~~speak~~the ~~only~~forms as of the ~~date~~Notes) ~~they~~is ~~were made~~filed as Exhibit 4.1 hereto.

~~Adjusted~~The ~~income~~2030 ~~(loss)~~Notes ~~from~~will ~~operations~~bear isinterest at a ~~principal~~rate ~~financial measure~~ of ~~profitability~~4.500% ~~used~~per byannum, ~~The~~and ~~Cigna~~interest ~~Group’s~~will ~~management~~be ~~because~~payable iton ~~presents~~March ~~the~~15 ~~underlying~~and ~~results~~September ~~of operations~~15 of ~~The~~each ~~Cigna~~year, beginning ~~Group’s~~March ~~businesses~~15, ~~and~~2026 ~~facilitates~~until ~~analysis~~the ofmaturity ~~trends~~date inof ~~underlying~~September ~~revenue~~15, ~~expenses and shareholders’ net income (loss)~~2030. ~~Adjusted~~The ~~income~~2032 ~~(loss)~~Notes ~~from~~will ~~operations~~bear isinterest ~~defined~~at asa ~~shareholders’~~rate ~~net~~of ~~income~~4.875% ~~(loss)~~per ~~(or~~annum, ~~income~~and ~~(loss) before~~interest ~~income~~will ~~taxes~~be ~~less~~payable ~~pre-tax~~on ~~income~~March ~~(loss)~~15 ~~attributable~~and toSeptember ~~noncontrolling~~15 ~~interests~~of ~~for~~each ~~the~~year, ~~segment~~beginning ~~metric)~~March ~~excluding~~15, ~~net~~2026 ~~investment~~until ~~gains/losses,~~the maturity ~~amortization~~date of ~~acquired~~September ~~intangible~~15, ~~assets and special items~~2032. The ~~Cigna~~2036 ~~Group’s~~Notes ~~share~~will ofbear ~~certain investment~~interest ~~results~~at ofa ~~its~~rate ~~joint~~of ~~ventures~~5.250% ~~reported~~per inannum, ~~the~~and ~~Cigna~~interest ~~Healthcare~~will ~~segment~~be ~~using~~payable ~~the~~on ~~equity~~January ~~method~~15 ofand ~~accounting~~July ~~are~~15 ~~also~~of ~~excluded.~~each ~~Special~~year, ~~items~~beginning ~~are~~January ~~matters~~15, ~~that~~2026 ~~management~~until ~~believes are not representative of~~ the ~~underlying~~maturity ~~results~~date of ~~operations~~ ~~due~~January to15, ~~their nature or size~~2036. ~~Adjusted~~The 2056 ~~income~~Notes ~~(loss)~~will ~~from~~bear ~~operations~~interest isat ~~measured on an after-tax basis for consolidated results and on~~ a ~~pre-tax~~rate ~~basis~~of ~~for segment results~~6.000% ~~Consolidated~~per ~~adjusted~~annum, ~~income~~and ~~(loss)~~interest ~~from~~will ~~operations~~be ispayable ~~not determined~~on inJanuary ~~accordance~~15 ~~with~~and ~~GAAP~~July ~~and~~15 ~~should~~of ~~not~~each beyear, ~~viewed~~beginning asJanuary a15, ~~substitute~~2026 ~~for~~until the ~~most~~maturity ~~directly~~date ~~comparable~~of ~~GAAP~~January ~~measure~~15, ~~shareholders’ net income (loss)~~2056.

~~Management~~At isany ~~not~~time ~~able~~prior to ~~provide~~August a15, ~~reconciliation~~2030 in the case of ~~adjusted~~the ~~income~~2030 ~~from~~Notes, ~~operations~~July to15, ~~shareholders’~~2032 ~~net~~in ~~income~~the ~~(loss)~~case ~~(including~~of onthe a2032 ~~per~~Notes, ~~share~~October ~~basis)~~15, on2035 ain the ~~forward-looking~~ case ~~basis~~of ~~because~~the it2036 isNotes ~~unable~~and toJuly ~~predict~~15, ~~without~~2055 ~~unreasonable~~in ~~effort~~the case of the 2056 Notes, ~~certain~~the ~~components~~Company ~~thereof~~may ~~including~~redeem ~~(i)~~some ~~future~~or ~~net~~all ~~investment~~of ~~results~~the ~~and~~2030 ~~(ii)~~Notes, ~~future~~2032 ~~special~~Notes, ~~items.~~2036 ~~These~~Notes ~~items~~or ~~are~~2056 ~~inherently~~Notes, ~~uncertain~~respectively, by paying a “make-whole premium” plus accrued and ~~depend~~unpaid oninterest, ~~various~~if ~~factors~~ any, ~~many~~to the redemption date. At any time on or after August 15, 2030 in the case of ~~which~~the ~~are~~2030 ~~beyond~~Notes, ~~The~~July ~~Cigna~~15, ~~Group’s~~2032 ~~control.~~in Asthe ~~such~~case of the 2032 Notes, ~~any~~October ~~associated~~15, ~~estimate~~2035 in the case of the 2036 Notes and ~~its~~July ~~impact~~15, on2055 ~~shareholders’~~in ~~net~~the ~~income~~case of the 2056 Notes, the Company may redeem some or all of the 2030 Notes, 2032 Notes, 2036 Notes or 2056 Notes, respectively, by paying a redemption price equal to 100% of the principal amount of the Notes to be redeemed plus accrued and ~~total~~unpaid ~~revenues~~interest, ~~could~~if ~~vary~~any, ~~materially~~to the redemption date.

~~This~~The ~~information~~Indenture ~~shall~~contains ~~not~~customary beevents ~~deemed “filed” for purposes~~ of ~~Section~~default 18and ofcertain ~~the~~covenants ~~Securities~~including ~~Exchange~~with ~~Act~~respect ofto ~~1934, as amended (~~the ~~“Exchange~~Company’s ~~Act”),~~ability orto ~~incorporated~~incur bycertain ~~reference~~ indebtedness insecured ~~any~~by ~~filing~~liens ~~under~~on ~~the~~common ~~Securities~~stock ~~Act~~ of ~~1933, as amended, or~~ the ~~Exchange~~Company’s ~~Act~~designated ~~whether~~subsidiaries ~~made before~~ or ~~after~~to ~~the~~engage ~~date~~in ofcertain ~~this report~~consolidation, ~~except~~merger asand ~~shall~~sale beof ~~expressly~~asset ~~set forth by specific reference in such a filing~~transactions.

~~CAUTIONARY~~The ~~NOTE~~foregoing ~~REGARDING~~description ~~FORWARD-LOOKING~~of ~~STATEMENTS~~Supplemental Indenture No. 8 and the Notes does not purport to be complete and is qualified in its entirety by reference to Supplemental Indenture No. 8 (including the forms of the Notes), which is filed as Exhibit 4.1 hereto, and is incorporated herein by reference.

~~This~~Item ~~Current~~2.03 Creation ~~Report on Form 8-K (the “Report”), and oral statements made with respect to information contained in this Report, 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 our projected adjusted income from operations outlook for 2025 on a ~~per~~Direct ~~share~~Financial ~~basis,~~Obligation ~~and other statements regarding our future beliefs, expectations, plans, intentions, liquidity, cash flows, financial condition~~ or ~~performance.~~an ~~You~~Obligation ~~may~~under ~~identify~~an ~~forward~~Off-~~looking~~Balance ~~statements~~Sheet byArrangement ~~the use~~ of ~~words~~a 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 termsRegistrant.

~~Forward-looking~~The ~~statements~~information ~~are~~set ~~subject~~forth ~~to risks and uncertainties, both known and unknown, that could cause actual results to differ materially from those expressed or implied~~ in ~~forward-looking~~Item ~~statements~~1.01 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~~this ~~competitors~~Current ~~and~~Report 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 health care payors, 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 a potential cyberattack or other privacy or data security incident; 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, which could lead to an impairment charge; 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 and providing services to payors who participate in government-sponsored programs; 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; 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~~is ~~through~~incorporated ~~the~~by ~~Investor~~reference ~~Relations section~~into ofthis ~~www.thecignagroup.com.~~Item 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 quantify2. ~~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~~03.

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.

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~~		THE CIGNA GROUP
Date: September 2, 2025	By:	/s/ Ann M. Dennison
Date:	September 4, 2025		By:	/s/ Ann M. Dennison
		Ann M. Dennison
				Name:	Ann M. Dennison
		Executive Vice President and Chief Financial Officer
				Title:	Executive Vice President and Chief Financial Officer

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