Notice of 2026 Annual Meeting and Proxy Statement

OUR COMMITMENT TO BETTER

THE CIGNA GROUP

2026 PROXYSTATENENT

GROUP

If/*,$ :TcH E icna

WE'RE TURNINC COMMITMENTS INTO ACTION

The health care system needs to work better for everyone. At The Cigna Groups, we're accelerating meaningful change to improve how customers and patients experience care.

These five commitments reflect our multi year journey to build a more connected, supportive health care experience for those we serve.

I. EAS IER ACCESS TO CARE

We commit to add ress the challenges customers and

patients face by ma king our processes sim pler, easier, and faster.

1. BETTER SUPPORT

   We commit to providing our customers and patients with enhanced support and resources to navigate the health care system with greater ease and peace of m ind.

2. BETTER VALUE

   We will provide better value for our customers and patients.

3. ACCOUNTABILITY

   We will stand behind our commitments to our customers and patients.

4. TRANSPARENCY

We commit to provide public information on how we are continuously improving to serve our customers better.

We play a key role in a health care system that needs changing for the better, and we're determined to lead that change. We recognize this will take time and definitive action, but we believe it's well worth the journey. The health and vitality of our customers and patients is too important to be met by anything less.

To learn more, visit theciqnagrou p.com/commitments.

900 Cottage Grove Road Bloomfield, Connecticut 06002

March 13, 2026

Dear Fellow Shareholders:

At The Cigna Group®, our mission-to improve the health and vitality of those we serve-guides everything we do. In a complex health care environment, it serves as our guide in our strategy, our services, and capabilities.

We define performance as providing value for our customers, patients, and clients. In turn, we have achieved sustainable growth for our shareholders. In addition to delivering strong financial results, this also requires clear governance, aligned incentives, thoughtful risk management, and a culture that continuously evaluates outcomes and acts on what we learn.

As we reflect on the past year and look ahead, our Board and management team remain committed to leading the company with a long-term perspective: investing in differentiated capabilities, customer innovations and talented people, continuously refining our strategy, and holding ourselves accountable for the outcomes we deliver.

Our Commitments to Better

In early 2025, we launched our "Commitments to Better" - a multi-year journey to accelerate our evolution and industry leadership. Throughout the year, we made tangible progress against our core commitments. More details can be found in our inaugural Customer Transparency Report, which details our progress against our commitments and continuous improvement efforts. While we are proud of our many achievements, the following are a few significant highlights:

• Easier Access to Care: We introduced new initiatives to make our processes simpler, easier and faster, including partnerships to expand access to affordable fertility treatments in the United States and elsewhere. We also began a partnership with America's Health Insurance Plans (AHIP), the U.S. Department of Health and Human Services (HHS) and industry peers to streamline, simplify and reduce the prior authorization process for customers and physicians, with a goal of driving an industry-wide standard of 80% real-time authorizations, which will increase both speed and predictability. And over the past year, on our own we reduced prior authorizations by approximately 15% for more routine services.

• Better Support: Cigna Healthcare® expanded our team of care advocates for those facing complex conditions, such as cancer. In addition, we introduced a new virtual assistant to help customers better understand their care and benefits.

• Better Value: We launched a new, rebate-free model for our Express Scripts® Pharmacy Benefits, designed to help Americans stay healthy and get the medications they need by lowering out-of-pocket costs. This will mean lower costs, particularly for brand-name drugs, right at the pharmacy counter. We also committed to providing a personalized year-end pharmacy benefit statement to our Express Scripts customers, detailing their annual benefit savings.

• Accountability: To ensure accountability as we expand and evolve our organization to better serve patients, we aligned leaders' compensation with customer and patient satisfaction, using the customer advocacy metric known as Net Promoter Score, or NPS.

• Transparency: We committed to greater transparency by publishing our first Customer Transparency Report. We also introduced Clearity, a copay-only health plan leveraging AI-powered tools for transparency and for more personalized and informed decision-making.

  2025 Performance and Accountability

  Our strong financial results in 2025 are a direct reflection of the meaningful value we continued to deliver to our customers and clients, even as we navigated a complex and rapidly evolving environment shaped by economic, geopolitical, legislative, and technological factors. We are proud of our operational performance, in tandem with the progress on our multi-year journey to chart a better path for health care. We:

• Grew full-year total revenues to $275 billion, an increase of 11% year over year.

• Achieved shareholders' net income for 2025 of $6 billion, or $22.18 per share, and adjusted income from operations of

  $8 billion, or $29.84 per share.*

• Generated cash flow from operations of $9.6 billion.

• Returned $5.2 billion to shareholders through dividends and share repurchases.

In addition to these financial achievements, we further shaped our portfolio in 2025 by investing $3.5 billion in Shields Health Solutions to enhance care for individuals with complex and chronic conditions, and by completing the $4.9 billion sale of our Medicare Advantage, Cigna Supplemental Benefits, Medicare Part D, and CareAllies businesses to Health Care Service Corporation. These actions further strengthen our position in higher-growth sectors (such as specialty pharmaceuticals, health delivery systems, and transparent benefits and health services) to concentrate on our core health services and benefits platforms, supporting long-term growth and value creation.

Corporate Impact

We made meaningful progress across our corporate impact pillars: Healthy Society, Workforce, Environment, and Company. Our efforts were recognized by industry leaders and reflected in our annual Corporate Impact Report, which details our ongoing work to advance better health for all.

Our commitment to making a difference in our communities remained a priority in 2025, with our colleagues logging nearly 114,000 volunteer hours across the globe, an approximately 30% increase compared to 2024. Through The Cigna Group Foundation, we supported multi-year initiatives focused on youth mental health, veteran housing, and reducing barriers

to health equity.

As a result of all of our efforts, we were named by JUST Capital and CNBC as number one among health care providers, and in the top 10 overall, on their annual list of "America's Most JUST Companies," which ranks America's largest publicly traded companies on issues that define "just" business behavior.

Our Board of Directors also continues to evolve, leveraging deep expertise to guide our strategy and oversee risk. This included welcoming Michael J. Hennigan, former Executive Chairman of Marathon Petroleum Corporation, to our Board. Mr. Hennigan brings extensive experience in leading complex, regulated businesses and a proven track record of driving strategic growth and operational excellence. His insights further strengthen our Board's ability to oversee the company's strategy and deliver value for our shareholders.

Looking Forward

As we look to 2026 and beyond, we recognize that adhering to the status quo in health care is unsustainable. Meeting the evolving needs of those we serve requires us to anticipate and address consumer expectations more directly, personally, and transparently. We call this focus "Lead to One," which guides the work of all of our colleagues and places the customer at the center of everything we do - including how we establish priorities, innovate, set our goals, and work together. It is grounded in bold approaches and a drive to self-disrupt for the benefit of those we serve, and we look forward to updating you on our progress as we continue to drive positive change in health care.

The momentum and strength that The Cigna Group carries into 2026 positions us strategically, operationally, and financially to deliver on our vision as we prepare to transition leadership of the company. Earlier this month, we announced that after nearly 17 years at the helm of The Cigna Group, David will be retiring as our Chief Executive Officer. After the official transition on July 1, David will continue to serve the company in the role of Executive Chair of the Board of Directors.

Brian Evanko, who currently serves as President and Chief Operating Officer, will become The Cigna Group's next CEO. A 28-year veteran of the company, Brian leads all businesses across our two growth platforms-Cigna Healthcare and

Evernorth Health Services. His extensive experience across finance, operations, and our businesses and deep commitment to our mission, makes him ideally suited to lead the next era of The Cigna Group's impact and growth.

Annual Meeting of Shareholders

On behalf of The Cigna Group Board of Directors, we invite you to attend our 2026 Annual Meeting of Shareholders on April 22, 2026. The attached Notice of Annual Meeting and Proxy Statement contains important information regarding the business to be conducted.

We appreciate your continued support and investment and look forward to delivering sustained growth and long-term value.

Sincerely,

/s/ David M. Cordani /s/ Eric C. Wiseman

David M. Cordani Eric C. Wiseman

Chair and Chief Executive Officer (CEO) Lead Independent Director

* Consolidated adjusted income from operations and adjusted income from operations per share are non-GAAP measures.

See Annex A to the Proxy Statement for a reconciliation of GAAP to non-GAAP measures, as well as a reconciliation of segment metrics to their comparable consolidated metrics.

NOTICE OF 2026 ANNUAL MEETING OF SHAREHOLDERS

Meeting Details

Date Wednesday, April 22, 2026

Time

11:00 a.m.

Eastern Time

Items of Business

1

Election of twelve director nominees named in this Proxy Statement for one-year terms to expire at the next annual meeting of shareholders.

2 Advisory approval of executive compensation.

3

Ratification of the appointment of PricewaterhouseCoopers LLP as the Company's independent registered public accounting firm for 2026.

Location

Virtual Meeting

Record Date

February 23, 2026

Shareholder Proposal - Shareholder right to act by written consent, if properly presented.

4

+ Consideration of any other business properly brought before the meeting.

The Board of Directors has fixed February 23, 2026, as the record date for determining shareholders entitled to receive notice of, and to vote at, the Annual Meeting or any adjournment or postponement thereof. Only shareholders of record at the close of business on that date will be entitled to notice of, and to vote at, the Annual Meeting. This Notice of Annual Meeting and the accompanying Proxy Statement are being distributed or made available, as the case may be, on or about March 13, 2026.

Your vote is very important, regardless of the number of shares you own. We urge you to promptly vote by telephone, by using the internet, or, if you received a proxy card or instruction form, by completing, dating, signing, and returning it by mail.

By order of the Board of Directors,

/s/ Andrea Nelson Andrea Nelson Corporate Secretary

March 13, 2026

TABLE OF CONTENTS

Proxy Statement Summary 1

Corporate Governance Matters 12

Election of Directors (Proposal 1) 13

Director Expectations and Qualifications 13

Areas of Expertise of Our Director Nominees 14

Nomination Process 14

Process for Director Elections 15

Executive Compensation Policies and 62

Practices

Elements of Compensation 65

NEO Pay and Performance Summaries 75

Employment Arrangements and Post- 80

Termination Payments

Compensation Policies and Governance 82

Practices

Report of the People Resources Committee 86

Tenure, Background, and Experience of Our Directors

16 Executive Compensation Tables 87

Other Practices 17

Board of Directors' Nominees 17

Corporate Governance Policies and Practices 30

Key Governance Practices 30

Director Independence 30

Board Leadership Structure 31

2025 Summary Compensation Table 87

Grants of Plan-Based Awards in 2025 90

Outstanding Equity Awards at Year-End 2025 93

Option Exercises and Stock Vested in 2025 96

Pension Benefits for 2025 97

Nonqualified Deferred Compensation for 2025 99

Board Evaluations and Board Effectiveness 32

Responsibilities of the Board 33

Potential Payments upon Termination or Change of Control

100

Committees of the Board 38

Board and Committee Meetings 43

Audit Matters 110

Codes of Ethics 43

Corporate Impact and Sustainability 43

Ratification of Appointment of Independent Registered Public Accounting Firm (Proposal 3)

110

Human Capital Management 44

Community Programs 46

Lobbying Activity and Political Contributions 47

Report of the Audit G Compliance Committee 112

Shareholder Proposals 113

Certain Transactions 47

Non-Employee Director Compensation 48

Overview 48

Director Compensation Program 48

Director Compensation Table for 2025 50

Director Ownership 51

Compensation Matters 53

Shareholder Proposal - Shareholder Right to Act by Written Consent (Proposal 4)

114

Advisory Approval of Executive Compensation 54

(Proposal 2)

Compensation Discussion and Analysis 55

Executive Summary 56

Processes and Procedures for Determining 61

Executive Compensation

OUR MISSION

To improve

the health and

vitality of those

‌PROXY STATEMENT SUMMARY

Meeting Information Ways to Vote

Date and Time Wednesday, April 22, 2026 11:00 a.m. Eastern Time

Location

The Annual Meeting will be held in a virtual format only, at www.virtualshare holdermeeting.com/CI2026.

Record Date

February 23, 2026

Admission

To attend, vote, and submit questions during the Annual Meeting, visit https://www.virtualshareholdermeeting.com/ CI2026 and enter the 16-digit control number included in your notice of internet availability of proxy materials, voting instruction form, or proxy card.

Voting Recommendation

Items of Business

Board

13

Recommendation Page

1

Election of twelve director nominees named in this Proxy Statement for one-year terms to expire at the next annual meeting of shareholders.

FOR the election of each director nominee

3

Ratification of the appointment of PricewaterhouseCoopers LLP as the Company's independent registered public accounting firm for 2026.

FOR 110

4 Shareholder Proposal - Shareholder right to act by written consent, if properly presented. AGAINST 114

The Cigna Group | 2026 Notice of Annual Meeting of Shareholders and Proxy Statement 1

2025 Performance and Accomplishments

Delivering in a Dynamic Environment

Through the efforts and dedication of our approximately 67,700 colleagues around the world, The Cigna Group delivered the following financial results in fiscal year 2025:

• Grew full-year total revenue by 11% to $275 billion.

• Achieved full-year shareholders' net income per share of $22.18 and adjusted income from operations, per share of $29.84.

• Returned shareholders $5.2 billion through share repurchases and dividends.

  Continuing to Drive Our Growth Strategy

  We invested, innovated, partnered, expanded access to care, and delivered value to improve lives and advance our vision for the future of health care. Our focus on growth continues, driving value with accountability and transparency.

• Introduced our multi-year "Commitments to Better," which focus on simplifying access to care, improving support, providing better value, and ensuring accountability and transparency for our customers and patients, and other stakeholders.

• Completed the sale of our Medicare Advantage, Cigna Supplemental Benefits, Medicare Part D, and CareAllies businesses to Health Care Service Corporation, enabling us to drive further innovation to support customers.

• Announced a new rebate-free pharmacy benefit model designed to help Americans get the medications they need by lowering costs, improving transparency, and supporting local pharmacies so care is within reach.

• Invested in Shields Health Solutions, allowing Evernorth® Health Services to seek more opportunities to support patients and providers and enhance continuity of care across specialty health care settings.

• Secured long-term renewals and extensions with major clients, ensuring stability through the end of the decade.

• Introduced Clearity by Cigna Healthcare, a new copay-only health plan designed to bring greater transparency, predictability, and simplicity to the care experience by leveraging Cigna Healthcare's new industry-leading AI-powered digital tools.

• Expanded our GLP-1 suite of solutions through a new program, Evernorth EnReachRx, a high-touch patient support clinical model focused on three core focus areas: driving value, maintaining reliable GLP-1 access, and improving patient outcomes.

• Announced plans to have a STELARA® biosimilar available for $0 out of pocket for eligible patients of Accredo® Specialty Pharmacy, helping individual patients save around $4,000 on average per year.

• Launched an AI-powered virtual assistant to improve the customer experience during common health insurance interactions, such as checking benefits coverage, estimating costs, and finding care.

• Partnered with the Administration to leverage our specialized fertility pharmacies and offer pharmaceutical manufacturer EMD Serono's fertility treatments at the lowest cash price available, helping more Americans struggling to start or grow a family.

• Introduced a medical prior authorization status tracker for Cigna Healthcare that shows updates and provides answers to frequently asked questions, as well as information on decisions and next steps.

• Reduced paperwork and the time providers and patients spend obtaining approvals for more routine services by removing 345 tests, procedures, and services from the prior authorization process.

• Opened a new specialty pharmacy facility in Newark, Delaware, co-locating Accredo® Specialty Pharmacy capabilities and CuraScript SD® by Evernorth distribution capabilities, to better serve patients and providers.

• Enhanced behavioral health access through Evernorth Behavioral Care Group, now reaching more than 5,000 providers across all 50 states.

• Extended our global reach, expanding our presence in Oman and authorizing us to underwrite, manage, and issue health insurance under the country's newly established health insurance framework.

• Supported life-saving cancer care treatment to more than 80,000 patients and supported more than 110,000 women and families with fertility needs in 2025.

  Advancing Better Health for All

  We aim to transform the ecosystem of health into one that is well functioning, sustainable, accessible, and equitable. Our corporate impact and sustainability approach is structured around four connected pillars-Healthy Society, Healthy Workforce, Healthy Environment, and Healthy Company-that underscore our mission to improve the health and vitality of those we serve. In 2025, we:

• Supported approximately $52.2 million in combined giving between The Cigna Group and The Cigna Group Foundation and reported positive outcomes from the first year of commitments across three areas: improving youth mental health, improving veteran mental health through housing stability, and reducing barriers to health equity.

• Established our Employee Relief Fund to help employees seeking emergency financial assistance in times of need.

• Launched inaugural innovation campaign to drive employee engagement around environmental and sustainability efforts at our largest sites. Continued strength of environmental reporting, aligning to accounting best practices and receiving limited assurance for disclosed data.

• Continued enforcing strong governance of the use of artificial intelligence (AI) through our AI Center of Enablement and invested in learning initiatives to ensure employees are fully equipped to leverage AI capabilities.

• Received the following recognitions:

  • Named one of America's Most JUST Companies for the sixth year by JUST Capital and CNBC, including No. 1 in the Health Care Providers industry and No. 10 overall in the JUST 100.

  • Designated as one of America's Climate Leaders by USA TODAY and increased CDP score year-over-year to A-, reaching a high level of environmental leadership.

  • Awarded Silver medal status by EcoVadis, placing us among the top 15% of all scored companies with respect to environment, labor and human rights, ethics, and sustainable procurement topics.

Throughout this Proxy Statement, we reference information available on our website. The information on our website is not, and shall not be deemed to be, part of this Proxy Statement or incorporated herein or into any of our other filings with the SEC.

Corporate Governance at The Cigna Group

The Cigna Group is committed to ensuring strong corporate governance practices that protect the best interests of our shareholders and other key stakeholders. We believe that strong corporate governance and a majority independent Board provide the foundation to oversee our mission and business strategy, drive our culture of ethics and integrity, and promote and foster confidence among our shareholders and other key stakeholders. The Board has adopted policies and processes that foster effective Board oversight of critical matters, such as strategy, leadership succession planning, risk oversight, financial and other controls, compliance, culture, and corporate impact and sustainability matters.

Leadership Transition and Evolved Governance Model

Following the successful execution of a deliberate, multi-year CEO succession planning process, the Board appointed Mr. Brian C. Evanko, our President and Chief Operating Officer since March 2025, as the CEO of the Company, effective July 1, 2026, and as a member of the Board, effective April 1, 2026. Over the course of his nearly 30-year career with The Cigna Group, Mr. Evanko has led significant business and functional areas. Mr. Evanko has delivered strong financial and operational results and guided the Company through major changes during dynamic periods with his purpose-driven, performance-focused leadership. As President and Chief Operating Officer, Mr. Evanko advanced the Company's strategy, introduced significant innovations to benefit those we serve, sharpened the business portfolio, and positioned the Company to continue delivering growth and impact.

Our current CEO, Mr. Cordani, will retire as CEO and continue to serve on our Board as the Executive Chair, effective July 1, 2026. The Board believes that Mr. Cordani is the most qualified director to lead the Board as Executive Chair given his deep understanding of the issues facing our industry, including health care delivery, customer engagement, and complex regulatory developments. Further, he remains best positioned to ensure strategic alignment and clarity of vision, goals, and expectations between the Board and management and to provide mentorship to Mr. Evanko as he assumes his new role.

As part of our CEO and board leadership succession planning, the Board also appointed Mr. Eric Foss as the Lead Independent Director, effective April 1, 2026. Mr. Wiseman, who has served as our Lead Independent Director since January 2022, will transition to become the chair of the Corporate Governance Committee. During Mr. Foss' tenure, he has chaired the Finance Committee and served on each of the Audit, Corporate Governance and People Resources Committees. With this breadth of experience, Mr. Foss, an active CEO with contemporary insights into the current business environment, brings a seasoned perspective to the Board's oversight of the risks and challenges facing The Cigna Group today. In addition, he has a keen understanding of leading a large, complex, customer centric organization in a dynamic industry. With this background, the Board believes that Mr. Foss will be an invaluable resource to the other independent directors, alongside Mr. Cordani as Executive Chair, and Mr. Evanko as he steps into his new role as CEO. This leadership structure is designed to provide for an orderly and effective transition of management responsibilities, while ensuring strong leadership and independent oversight by the Board.

In October 2025, the Board approved changes to the committee structure, which became effective on January 1, 2026. The Board approved the sunset of the Compliance Committee as a stand-alone committee and the Audit Committee became the Audit & Compliance Committee, while the Finance Committee became the Finance & Technology Committee. In light of the Board leadership changes and the committee restructure, the Board also approved changes to its Committee composition. These changes are designed to ensure that each Committee is comprised of directors with the necessary skills and experience to support oversight of the matters delegated to such Committee, as well as to provide opportunities for directors to expand their experience while balancing continuity.

Director Nominees

Name and Title

David M. Cordani

Chair and Chief Executive Officer of The Cigna Group

Brian C. Evanko

President and Chief Operating Officer of The Cigna Group

Eric J. Foss

Chairman and Chief Executive Officer of Primo Brands Corporation

Neesha Hathi

Head of Wealth and Advice Solutions of The Charles Schwab Corporation

Michael J. Hennigan

Former Executive Chair, President, and Chief Executive Officer of Marathon Petroleum Corporation and MPLX

George Kurian

Chief Executive Officer of NetApp, Inc.

Kathleen M. Mazzarella

Chair, President, and Chief Executive Officer of Graybar Electric Company, Inc.

Mark B. McClellan, M.D., Ph.D. Director, Duke-Robert J. Margolis, M.D., Institute for Health Policy

Philip O. Ozuah, M.D., Ph.D. President and Chief Executive Officer of Montefiore Einstein

Kimberly A. Ross

Former Chief Financial Officer of Baker Hughes Company

Eric C. Wiseman

Lead Independent Director of The Cigna Group; Former Executive Chair, President, and Chief Executive Officer of VF Corporation

Donna F. Zarcone

Former President and Chief Executive Officer of The Economic Club of Chicago

Director

Since Independent

2009

2026

2011 ⚫

2021 ⚫

2025 ⚫

2021 ⚫

2018 ⚫

2018 ⚫

2023 ⚫

2020 ⚫

2007 ⚫

2005 ⚫

Committee Composition

2025 indicates committee membership as of December 31, 2025. Committee structure changes were effective January 1, 2026 and the reference to 2026 indicates committee membership effective April 1, 2026. Between January 1, 2026 and April 1, 2025, members of the Audit Committee serve on the Audit & Compliance Committee and members of the Finance Committee serve on the Finance & Technology Committee.

1. Retired Maj. Gen. Elder Granger chaired the Compliance Committee and served on the Audit Committee until his retirement on December 31, 2025.

   Key Governance Practices

   Independence

   Best Practices

   Accountability

   Shareholder Rights

   • Other than the Chair/CEO, all directors are independent

   • Lead Independent Director with clearly defined responsibilities

   • 100% independent Audit & Compliance, Corporate Governance, Finance & Technology, and People Resources Committees

   • Regular executive sessions of the independent directors of the Board and its committees, without management present

   • Board and its committees are empowered to hire outside advisors independently of management

   • Active shareholder engagement

   • Diverse Board in terms of experiences, specific skills and qualifications, tenure, age, gender, race, ethnicity, abilities, and backgrounds

   • Board policy to include a broad pool of candidates in candidate pool for all director searches

   • Separate Code of Business Conduct and Ethics for the Board

   • Majority of director compensation delivered in common stock of The Cigna Group

   • Robust stock ownership guidelines for directors

   • Annual election of all directors

   • Directors elected by majority vote standard for uncontested election

   • Annual self-evaluations of the Board, its committees, and individual directors, which, in 2024, included a third-party facilitator and peer feedback

   • Annual evaluation of the Board leadership structure

   • Annual evaluation of CEO (including compensation) by independent directors

   • Clawback policies that go beyond the requirements of the Dodd-Frank Act and NYSE rules

   • Shareholder right to call a special meeting

   • Proxy access right allowing shareholders to include their nominees in proxy materials for election at annual meetings

   • Shareholder right to amend our Certificate of Incorporation or By-Laws with support of holders of a majority of outstanding stock; no supermajority vote provisions

   • No shareholder rights plan or poison pill

Shareholder Engagement

The Board and the Corporate Governance Committee oversee the Company's shareholder engagement practices. Our engagement with shareholders helps us better understand our shareholders' priorities and perspectives. The Board considers feedback and insights from our shareholders as it reviews and evolves our governance and executive compensation practices and disclosures.

We engage with shareholders throughout the year on a number of topics related to corporate governance, executive compensation, corporate responsibility, Company performance, and other areas of focus for shareholders. Since the filing of our 2025 proxy statement, we engaged on governance-related topics with holders of approximately 42% of our outstanding stock.(1)

In 2025, we invited holders of approximately 65% of our outstanding stock to engage with us to discuss governance-related topics.(1)

Governance-Related Topics

Beyond specific engagement related to governance, the Investor Relations team and senior management engage with investors regularly to discuss our operating performance and growth strategy.

(1) Based on holdings as of December 31, 2025.

Executive Compensation at The Cigna Group

We believe that aligning executive compensation to the achievement of enterprise goals that support our mission and our business strategy and drive innovation to improve access to and affordability of health care result in the creation of meaningful and sustained long-term value benefiting our customers, patients, providers, clients, shareholders, and other stakeholders.

Compensation Practices

Incentivize Performance

Align Interests

Emphasize Performance

-Based Pay

Focus on Long Term

Pay Competitively

Performance-Based Pay

• 92% of 2025 CEO total target pay at risk(1)

  Long-Term Incentives

  
  
  
  
  
  
  
  
  
  
  

• 77% of 2025 CEO total target pay in equity award incentives(1)

• No payment of dividends on restricted stock prior to vesting

  Commitment to Performance Equity

  
  
  
  
  
  
  
  
  
  
  

• 100% of 2025 CEO long-term incentive award is performance based

• 60% of 2025 CEO long-term incentive award comprised of Strategic Performance Shares

  Rigorous Goals Underpin Incentives

  
  
  
  
  
  
  
  
  

• No annual incentive payout unless pre-established minimum level of performance is achieved

• No overlap between short- and long-term metrics, and incentives use both absolute and relative metrics

  Compensation Benchmarking

  
  
  
  
  
  
  
  
  

• Committee review of compensation targets

• Named executive officer total target compensation within the competitive range of the market median

  Strong Compensation Governance

  
  
  
  
  
  
  

• Robust clawback, anti-hedging, and anti-pledging policies

• Annual compensation risk assessment by People Resources Committee

  Rigorous Stock Ownership Requirements

  
  
  
  
  
  
  

• Significant stock ownership requirements

• Stock retention requirements that encourage a longterm ownership philosophy

  
  
  
  
  
  
  
  
  
  
  

  Prudent Equity Usage

• No repricing without shareholder approval

• Annual share usage limit to manage burn rate

(1) CEO long-term incentive target at midpoint of target range.

2025 CEO Compensation

Guided by the principles summarized above, performance-based incentives represented approximately 92% of Mr. Cordani's total target compensation for 2025, including 77% in long-term incentive (LTI) and 15% in Enterprise Incentive Plan (EIP) awards. This compensation structure is designed to reward Mr. Cordani for performance achieved and align his interests with those of our long-term shareholders.

Component of Compensation Purpose

Percentage of CEO Target Compensation*

Base Salary

Fixed compensation, designed to attract and retain key talent, driven by market data and reflective of the individual's role, responsibilities, and performance.

8%

Enterprise Incentive Plan (EIP)

Performance-based annual cash incentive designed to reward enterprise performance relative to pre-established annual goals and individual performance, accomplishments, and contributions.

15%

CEO Total Target Pay Mix*

Base Salary

Restricted Stock

15%

8%

Annual Incentive 15%

Stock Options 15%

Performance Based

SPS Award 46%

*Totals may not add to 100% due to rounding. CEO LTI target at midpoint of target range.

Executive Compensation

CEO compensation demonstrates our pay-for-performance philosophy and is aligned with the interests of our shareholders.

The performance-based orientation of Mr. Cordani's compensation reflects the Board's view that executive compensation should incentivize superior performance in service of our mission, reward executives for the performance achieved, and be strongly aligned with the interests of our long-term shareholders. Grouping Mr. Cordani's 2025 compensation into three distinct categories demonstrates the execution of this philosophy:

• 2025 EIP award. In determining the amount of Mr. Cordani's EIP payout, the independent members of the Board started their consideration with the approved funding percentage of the EIP as the baseline for Mr. Cordani's EIP award and then also considered the Company's 2025 financial results, Mr. Cordani's leadership in the successful execution of strategic initiatives, and the continued focus on our employees and culture of integrity. Taking all of these factors into account, the independent members of the Board awarded Mr. Cordani an EIP payout for 2025 of $3,200,000, or 100% of his 2025 EIP target. Additional information about the 2025 EIP and the factors considered by the independent members of the Board in determining the amount of Mr. Cordani's EIP payout can be found on pages 68 - 69.

• 2023-2025 SPS payout. At the time the 2023-2025 SPS award was granted, when the fair market value of our stock was

  $294.61, the value of Mr. Cordani's award was $9,600,000, assuming a payout at target. The 2023-2025 SPS program included two performance measures, each weighted 50%: (1) relative TSR; and (2) adjusted income from operations, per share measured on a cumulative basis. Over the three-year performance period, The Cigna Group TSR was (4.6)%, placing us in the 25th to 50th percentile of our SPS peer group and resulting in a 54% payout for the relative TSR measure. Cumulative adjusted income from operations, per share for the three-year period grew to $82.26, resulting in a payout at 92% for this measure and, coupled with the payout for TSR, a 73% payout for the program overall. Based on the fair market value price of $287.55 on February 27, 2026, the date the award was paid out, the actual value of

  Mr. Cordani's award was approximately $6.8 million, or approximately 71% of the value at the time the award was made. Additional information about the 2023-2025 SPS program and Company performance can be found on pages 72-73.

  Equity awards incentivize future performance, fully aligning CEO's interests with the Company's shareholders. Mr. Cordani is required to hold The Cigna Group stock valued at eight times his base salary or more. In fact, Mr. Cordani's stock holdings are valued well in excess of his holding requirement.

• 2026 LTI Award Mix. Again in 2026, and since 2022, 60% of Mr. Cordani's LTI award comprised SPS awards. The remaining 40% was split 25% restricted stock and 15% stock options. The 2026 SPS program will again include two measures:, (1) adjusted income from operations, per share measured on a cumulative basis, weighted at 70%; and (2) relative TSR, weighted at 30%. The significant proportion of SPSs more heavily weights Mr. Cordani's interests in improving the Company's relative TSR over the long term and puts more of his award at risk if that improvement does not occur.

Corporate Impact and Sustainability at The Cigna Group

At The Cigna Group, we advance better health for all. Our corporate impact and sustainability approach is rooted in our drive to make the health care system well-functioning, sustainable, and equitable. This approach is structured around four connected pillars that underscore our mission to improve the health and vitality of those we serve.

Healthy Society

We are committed to understanding and addressing social determinants of health and improving medical quality and access while lowering health risks, promoting preventive health interventions, and coordinating all aspects of care. We drive progress by aligning our products and services with value-based care models, leveraging integrated benefits, managing drug costs through innovation, expanding digital offerings, and reviewing coverage policies for health equity. Priority topics include:

• Innovation and Affordability1

• Product Service and Quality

• Health Equity

• Community Resilience

  Every day, we work to make a difference in the health of our communities.

  Healthy Workforce
  
  

  We believe that employers play a vital role in the health care system, and we strive to be a model for others by prioritizing and investing in the health and vitality of employees within our own company.

  We aim to cultivate a workforce that is equipped and empowered to drive growth and innovation across our diverse businesses. Priority topics include:

• Employee Health, Safety, and Vitality

• Inclusion Within Our Workforce

• Human Capital Development

  We strongly believe that investing in the health of our people is one of the most important decisions we can make as a company.

  Healthy Environment
  
  

  We believe that responsible environmental stewardship can improve health and vitality and also makes sound business sense. We strive to identify new efficiencies and make strategic investments that reduce our environmental impact and our operating costs. Priority topics include:

• Climate Change and Emissions

• Sustainable Operations

  Healthy Company
  
  

  We have a deep and long-held commitment to strong governance as well as ethical and resilient business practices. This includes protecting the sensitive data of our clients and customers by ensuring cybersecurity incident response preparedness, as well as supporting a responsible and inclusive supply chain. Priority topics include:

• Leadership and Accountability

• Business Ethics and Compliance

• Data Protection

• Responsible Supply Chain

(1) We updated the name of priority topic Sustainable Health Care to Innovation and Affordability to better convey its definition.

Voting Matters and Board Recommendations

For the reasons set forth below and as further detailed throughout this Proxy Statement, the Board of Directors unanimously recommends that you vote FOR each of the management proposals.

Management Proposals

More Information

Proposal 1. Election of Directors.

The Board and the Corporate Governance Committee believe that the twelve director nominees named in this Proxy Statement bring a combination of diverse qualifications, skills, and experiences that contribute to a well-functioning Board. As determined by the Board and Corporate Governance Committee, each director nominee has proven leadership ability, has demonstrated good judgment, and is a valued participant on the Board.

Page 13

Proposal 2. Advisory Approval of Executive Compensation.

Our executive compensation program is designed to base the substantial majority of our executive officers' compensation on The Cigna Group performance, rewarding them for the creation of long-term value benefiting our customers, patients, clients, providers, shareholders and other stakeholders. Because your vote is advisory, it will not be binding upon the Board. However, the Board and the People Resources Committee value your opinion and will review and consider the voting results when making future executive compensation decisions.

Page 54

Proposal 3. Ratification of the Appointment of PricewaterhouseCoopers LLP as our Independent Registered Public Accounting Firm for 2026.

The Audit Committee approved the appointment of PricewaterhouseCoopers LLP as the independent registered public accounting firm for The Cigna Group for 2026. The Audit Committee and the Board believe that the continued retention of PricewaterhouseCoopers LLP to serve as the Company's independent registered public accounting firm is in the best interests of the Company and its shareholders. As a matter of good corporate governance, the Board is seeking shareholder ratification of the appointment. The Audit Committee values your opinion and will review and consider the voting results when appointing and evaluating the Company's independent registered public accounting firm.

Page 110

For the reasons summarized below and as further detailed throughout this Proxy Statement, the Board of Directors unanimously recommends that you vote AGAINST the following shareholder proposal.

Shareholder Proposals

More Information

Proposal 4. Shareholder Right to Act by Written Consent.

Our Board strongly supports the principles that the Board should be accountable to all shareholders and that shareholders should be able to raise important matters. As such, we provide the right for shareholders holding 25% or more of our outstanding stock to call a special meeting of shareholders. A special meeting provides for more transparent governance than action by written consent, which circumvents the protections of the shareholder meeting process and could disenfranchise our long-term shareholders. The Cigna Group has several corporate governance policies and practices to protect the best interests of The Cigna Group and all our shareholders, which provide an appropriate means to advance shareholder interests without potentially disenfranchising some shareholders.

Page 114

The Cigna Group is committed to ensuring strong corporate governance practices that protect the best interests of our shareholders and other key stakeholders.

Election of Directors (Proposal 1) 13

Director Expectations and Qualifications 13

Areas of Expertise of Our Director Nominees 14

Nomination Process 14

Process for Director Elections 15

Tenure, Background, and Experience of Our 16

Directors

Other Practices 17

Board of Directors' Nominees 17

Corporate Governance Policies and Practices30

Key Governance Practices 30

Director Independence 30

Board Leadership Structure 31

Board Evaluations and Board Effectiveness 32

Responsibilities of the Board 33

Committees of the Board 38

Board and Committee Meetings 43

Codes of Ethics 43

Corporate Impact and Sustainability 43

Human Capital Management 44

Community Programs 46

Lobbying Activity and Political Contributions 47

Certain Transactions 47

Non-Employee Director Compensation48

Overview 48

Director Compensation Program 48

Director Compensation Table for 2025 50

Director Ownership 51

CORPORATE GOVERNANCE MATTERS

‌Election of Directors (Proposal 1)

The Board of Directors unanimously recommends that shareholders vote

FOR each of the nominees.

Our Board has nominated the twelve directors named in this Proxy Statement for election at the Annual Meeting. Our Board is composed of individuals with expertise in fields relevant to The Cigna Group business; experience from different professions and industries; a broad range of age, race and ethnicity, gender, and global experience; and a range of tenures. Together, this diverse mix of skills and experience effectively supports our strategy.

The role of the Board, its leadership structure, and its governance practices are described in "Corporate Governance Policies and Practices" below. This section identifies the director expectations and qualifications considered by the Board and the Corporate Governance Committee in selecting and nominating directors, describes the process for director nominations and elections, and presents the biographies, skills, and qualifications of the director nominees.

‌Director Expectations and Qualifications

The Corporate Governance Committee, in consultation with the Board, has identified individual director expectations and qualifications that it believes every member of the Board should have. In addition, the Corporate Governance Committee has identified areas of expertise that are directly relevant to The Cigna Group business strategy in the short and long term, enable the Board to exercise its oversight function, and contribute to a well-functioning Board. In selecting these areas of expertise, the Board also considered best practices among other large companies. The Board regularly reviews these identified areas of expertise to ensure they support the evolution of the Company's mission and business strategy and the Board's needs. The Corporate Governance Committee and the Board take into consideration these criteria and the mix of skills and experience as part of the director recruitment, selection, evaluation, and nomination process.

Expectations and Qualifications of Every Director

‌Areas of Expertise of our Director Nominees

The chart below identifies the balance of skills and qualifications each director nominee brings to the Board. Each director nominee brings his or her own unique background and range of expertise, knowledge, and experience, which we believe provides an appropriate and diverse mix of qualifications necessary for our Board to effectively fulfill its oversight responsibilities. The combination of the skills and qualifications shown below demonstrates how our Board is well positioned to oversee strategy, performance, culture, and risk at the Company.

David M. Cordani Brian C. Evanko Eric J. Foss Neesha Hathi

Michael J. Hennigan

George Kurian

Kathleen M. Mazzarella

Mark B. McClellan, M.D., Ph.D.

Philip O. Ozuah, M.D., Ph.D.

Kimberly A. Ross Eric C. Wiseman Donna F. Zarcone

Business

Leader Finance

Global Operations

Health Services and Delivery Systems

Marketing and Consumer Insights

Regulated Industry/ Public Policy

Risk Management

Technology

- Strategy, Security and Operations

‌Nomination Process

The Corporate Governance Committee assesses the Board's composition as part of the annual self-evaluation of the Board (described in the "Corporate Governance Policies and Practices - Board Evaluations and Board Effectiveness" section of this Proxy Statement). On an ongoing basis, the Corporate Governance Committee engages in Board succession planning, taking into account input from Board discussions and from the Board and committee evaluation process.

Renomination of Current Directors

When considering whether to nominate current directors for re-election, the Corporate Governance Committee and the Board review individual directors' performance against the expectations for Board membership, as well as how the directors' skills and experiences support the Company's mission, values, and strategy and the Board's needs. The Committee also considers individual directors' outside commitments to ensure that each director is able to devote the time required to serve as a productive member of the Board.

Identification of New Directors

Identification of Potential

Assessment of Needs

Candidates

Candidate Review Process

Recommendation

• The Corporate Governance Committee considers the diversity of skills represented on the Board and focuses on identifying candidates who possess skills and qualifications that are complementary to the existing Board members' skills and will support the Company's short- and long-term strategy.

• The Corporate Governance Committee also considers the appropriate size of the Board and whether any vacancies on the Board are anticipated, whether due to retirement or other reasons.

• The Corporate Governance Committee utilizes a variety of methods for identifying potential candidates, including recommendations by current directors, management, professional search firms, shareholders, or other persons.

• The Corporate Governance Committee may retain a third-party search firm to assist in identifying and evaluating candidates for Board membership.

• The Corporate Governance Committee considers suggestions for Board nominees submitted by shareholders using the same criteria as new director candidates and current director nominees.

• Once identified, the Corporate Governance Committee reviews the candidate's background, experiences, skills, other outside commitments, and/or prior board and committee service and considers how the candidate's background would support the Board's needs and oversight of the Company's strategy, performance, culture, and risk.

• Candidates interview with the Chair of the Board and CEO, the Chair of the Corporate Governance Committee, and the Lead Independent Director, as well as other members of the Board, as appropriate.

  • Following a thorough review process, the Corporate Governance Committee will recommend a candidate to the Board for consideration.

    Shareholders may recommend potential director nominees by writing to the Corporate Secretary, The Cigna Group, Two Liberty Place, 1601 Chestnut Street, Philadelphia, PA 19192-1550, or via email at OCS@thecignagroup.com, stating the candidate's name and qualifications for Board membership. Information on how to nominate a director candidate for election at the 2027 Annual Meeting in compliance with our governing documents can be found under "Annual Meeting Information."

    ‌Process for Director Elections

    Directors are elected for one-year terms, expiring at the next annual meeting of shareholders. The Cigna Group has adopted a majority voting standard for the election of directors in uncontested elections. Under this standard, directors must receive more votes cast in favor of his or her election than against in order to be elected to the Board. Each director has agreed to tender, and not withdraw, a resignation if such director does not receive a majority of the votes cast at the Annual Meeting. The Corporate Governance Committee will make a recommendation to the Board on whether to accept the resignation. The Board has discretion to accept or reject the resignation. A director whose resignation is under consideration will not participate in the decisions of the Corporate Governance Committee or the Board concerning the resignation. In a contested election, where the number of director nominees exceeds the number of directors to be elected, the voting standard is a plurality of votes cast instead.

    ‌Tenure, Background, and Experience of Our Directors

    We are committed to harnessing the power of each individual's unique differences and talent because we know this supports better decision-making, greater innovation, and higher levels of engagement, and this commitment starts at the Board. The Board remains committed to ensuring that the Board is composed of individuals with expertise in fields relevant to The Cigna Group business; experience from different professions and industries; a diversity of age, race and ethnicity, gender, and global experience; and a range of tenures. This approach has proven beneficial given the complex and dynamic nature of the health services industry. The Board believes that a range of tenure allows both new perspective and continuity and that the Board benefits from the perspective of directors who have served on the boards of other public companies. Our directors have diverse skills, qualifications, and backgrounds, with experience gained in corporate, academic, government, and public policy settings. When considering director candidates, the Corporate Governance Committee considers individuals with a range of skills, qualifications, backgrounds, and experiences, and the Committee, and any search firm it engages, will consider a broad range of candidates in the pool from which the Committee evaluates director candidates. The following graphics represent the diversity of our independent director nominees:

    Tenure Age

    8.8

    years average

    64

    average age years

    • less than 5 years tenure

    • 5 to 10 years tenure

    • more than 10 years tenure

Public Company Service

• nominees with past experience serving on a public company board

  • 50-58 years

  • 59-63 years

  • 64-70 years

    Current Board Composition

    
    
    

• female director nominees

• racially or ethnically diverse nominees

• overall demographic diversity of nominees

‌Other Practices

In addition to working to ensure that the Board is composed of qualified individuals with a diverse range of backgrounds and experiences, the Board has adopted the following governance policies and practices that contribute to a well-functioning Board.

Limits on Public Company Directorships

To ensure directors are able to devote sufficient time and attention to their responsibilities as Board members, the Board has established the following limits on outside directorships:

• Directors who also are chief executive officers of public companies may not serve on more than one other public company board in addition to The Cigna Group Board and the board of their employer (for a total of three public company directorships).

• Directors who are not chief executive officers of public companies may serve on no more than four boards of other public companies (for a total of five such directorships).

• Directors may not serve on more than three public company audit committees. All of our directors are in compliance with these limits on outside directorships.

Change in Director's Principal Position

If there is a change in a director's principal employment position, that director must tender a resignation from the Board to the Corporate Governance Committee. The Committee will then recommend to the Board whether to accept or decline the resignation.

Retirement Age

Our Corporate Governance Guidelines provide that directors are expected to retire by the annual meeting of shareholders coinciding with or following their 72nd birthday. The Board may exercise discretion to waive the expected retirement age in individual cases.

Continuing Education for Directors

The Board is regularly updated on The Cigna Group businesses, strategies, customers, operations, and employee matters, as well as external trends and issues that affect the Company. Directors also are encouraged to attend continuing education courses relevant

to their service on the Board. The Corporate Governance Committee oversees the continuing education practices, and the Company is kept apprised of director participation.

‌Board of Directors' Nominees

Upon the recommendation of the Corporate Governance Committee, the Board is nominating the twelve directors listed below for election to one-year terms to expire at the next annual meeting of shareholders. All nominees have consented to serve, and the Board does not know of any reason why any nominee would be unable to serve. If a nominee becomes unavailable or unable to serve before the Annual Meeting, the Board may either reduce its size or designate another nominee. If the Board designates a substitute nominee, your proxy will be voted for the substitute nominee.

Below are biographies, skills, and qualifications of each of the nominees. The Committee memberships listed in each biography reflect the committees on which such director nominee will serve as of April 1, 2026. The committees on which the nominees served during 2025 are listed in "2025 Committee Matters."

Mr. Evanko's service on the Board will begin on April 1, 2026. Each of the other director nominees currently serves on the Board. The Board believes that the combination of the various experiences, skills, and qualifications represented by the nominees contribute to an effective and well-functioning Board and that the nominees possess the qualifications, based on the criteria described above, to provide meaningful oversight of the business and strategy of The Cigna Group.

Chair and Chief Executive Officer | The Cigna Group

Business Experience

David Cordani was appointed Chair of the Board in January 2022. He has served as the Chief Executive Officer of The Cigna Group since 2009 and President since 2008. Since joining The Cigna Group in 1991, Mr. Cordani has served in a number of senior leadership roles, including Chief Operating Officer; President, Cigna HealthCare; and Senior Vice President, Customer Segments and Marketing.

Under his leadership, The Cigna Group has grown into a global health company with more than 185 million customer relationships and approximately 67,700 colleagues around the world.

Qualifications

Mr. Cordani brings a deep understanding of the global health services industry, including customer engagement as well as of the critical role data analytics and digital capabilities play in improving the health care system and outcomes for individuals. He offers unique perspective and insight into the health services industry and the innovation of health delivery models. Mr. Cordani is also the co-author of the best-selling book, The Courage to Go Forward: The Power of Micro Communities.

Mr. Cordani is active with a number of nonprofit organizations. He currently serves in various capacities with the Achilles International Freedom Team of Wounded Veterans, among others, and oversees the David and Sherry Cordani Family Foundation, which was founded to support community health and overall well-being. Mr. Cordani has served as an Executive Committee member of America's Health Insurance Plans (AHIP) and previously was appointed and served as Chair of the AHIP Board. With a commitment to international business relations, Mr. Cordani also served as Chairman of the U.S. Chamber of Commerce's U.S.-Korea Business Council and on the U.S.-India Business Council Board of Directors.

President and Chief Operating Officer | The Cigna Group

Business Experience

Brian Evanko was appointed Chief Executive Officer of the Company, effective July 1, 2026. He currently serves as President and Chief Operating Officer of The Cigna Group, a role he has held since March 2025. He served as Executive Vice President, Chief Financial Officer of The Cigna Group and President and Chief Executive Officer, Cigna Healthcare from January 2024 through March 2025; Executive Vice President and Chief Financial Officer of The Cigna Group from January 2021 to January 2024; President, Government Business from November 2017 to January 2021; and President, U.S. Individual Business from August 2013 to November 2017. Over the course of his nearly 30-year career with The Cigna Group, Mr. Evanko has led significant business and functional areas. Mr. Evanko has delivered strong financial and operational results and led significant change through dynamic periods with his purpose-driven, performance-focused leadership.

Qualifications

Mr. Evanko has been a driving force in The Cigna Group's focus on building a sustainable model for health care. He brings a deep understanding of the health services industry and the leadership and operational skills necessary to help address the challenges our customers, patients, providers and clients face, including rising costs, access to care, and personalized support for individuals with complex conditions. As President and Chief Operating Officer, Mr. Evanko has advanced the Company's strategy, introduced significant innovations to benefit those we serve, sharpened the business portfolio, and positioned the Company to continue delivering growth and impact.

Mr. Evanko played a pivotal role in shaping the Company's strategic direction, driving priorities that are further strengthening customer affordability, access, and experience including the Company's "Commitments to Better." He also brings extensive financial and operational expertise, having had responsibility for the Company's finance, investment management, and underwriting teams during his tenure as Chief Financial Officer. Mr. Evanko has a bachelor's degree in actuarial science from Pennsylvania State University and holds the FSA (Fellow of the Society of Actuaries), MAAA (Member of the American Academy of Actuaries) and CFA (Chartered Financial Analyst) designations.

In addition to his responsibilities at The Cigna Group, Mr. Evanko serves on the board of directors for TriNet, a leading provider of comprehensive human resources solutions for small and medium-size businesses, as well as The Connecticut Science Center, the state's foremost institution for science education.

Chairman and Chief Executive Officer | Primo Brands Corporation

Business Experience

Eric Foss will serve as the Lead Independent Director, The Cigna Group, beginning April 1, 2026. Mr. Foss is the Chairman and Chief Executive Officer of Primo Brands Corporation, a leading branded beverage company. He first joined the organization in 2023 as a member of the Board of Primo Water (later renamed Primo Brands) and was appointed Chairman and Chief Executive Officer in November 2025. Mr. Foss has a proven track record of driving growth for global at scale companies, having previously served as President and Chief Executive Officer of Aramark, a provider of food services, facilities management, and uniform services, starting May 2012. He also served as Aramark Chair of the Board starting in February 2015 until his retirement from Aramark in August 2019. He served as Chief Executive Officer of Pepsi Beverages Company, a beverage manufacturer, seller, and distributor and a division of PepsiCo, Inc., from 2010 until December 2011. He was the Chair and Chief Executive Officer of The Pepsi Bottling Group, Inc., from 2008 until 2010, President and Chief Executive Officer from 2006 until 2008, and Chief Operating Officer from 2005 until 2006.

Qualifications

As Chairman and Chief Executive Officer of Primo Brands Corporation, Mr. Foss brings deep expertise in brand-building, operational excellence, and customer-focused innovation. As Chief Executive Officer of both Aramark and The Pepsi Bottling Group, he led each company's initial public offerings, giving him a deep knowledge of the capital markets and prudent risk management while creating strong stakeholder value. While leading Aramark, Mr. Foss gained significant experience in managing the operations of a global business with risk management, strategic planning, transactions, technology, and financial oversight. He also delivered increased shareholder value by improving customer loyalty and building an inclusive and engaged workforce. During his tenure, Aramark received several recognitions, including, to name a few, being named to Fortune magazine's World's Most Admired Companies list, to Fair360's Top 50 Employers list, and as a Best Place to Work by the Disability Equality Index.

Head of Wealth and Advice Solutions | The Charles Schwab Corporation

Business Experience

Neesha Hathi has served as Head of Wealth and Advice Solutions of The Charles Schwab Corporation (Charles Schwab), a financial services company, since 2022. In July 2026, she will assume the expanded role of Managing Director, Head of Wealth Advisory, Banking and Trust Services at Charles Schwab. Over the course of her 20+ year career with Charles Schwab, Ms. Hathi has held positions of increasing responsibility. Notably, she was Chief Digital Officer from 2017 to 2022, during which time she was responsible for digital transformation, business innovation, and data and analytics. Prior to that role, she served as Executive Vice President of Investor Services Platforms, Strategy and Client Experience, from 2016 to 2017, and as Senior Vice President of Advisor Services and Chief Operating Officer of Schwab Performance Technologies from 2012 through 2016.

Qualifications

Ms. Hathi has been broadly recognized across the financial services industry for her digital expertise and transformative leadership. Her work has included extensive engagement with emerging technologies and data-driven capabilities that increasingly support modern artificial intelligence (AI)-enabled solutions.

She holds a Cybersecurity Certificate from the National Association of Corporate Directors. In 2021, InvgsľmgnľNgws named her among the top Icons & Innovators who have shaped and transformed the financial advice profession.

Ðusingss Insidgr named her one of the 10 People Transforming Investing in 2020, and she was listed among the Top Women in WealthTech by Think Advisor in 2019.

Ms. Hathi serves on the Board of Advisors at the University of California, Los Angeles, Anderson School of Management, as well as the Charles Schwab Foundation.

Former Executive Chair, President and Chief Executive Officer | Marathon Petroleum Corporation and MPLX

Business Experience

Mr. Hennigan served as the Executive Chairman of Marathon Petroleum Corporation (MPC), an integrated downstream energy company, and MPLX, a diversified master limited partnership formed by MPC from August 2024 until December 2025. He joined the company in 2017 and served as President and CEO of MPC and MPLX from March 2020 until August 2024, as President and CEO of MPLX GP LLC from November 2019 until November 2024, and President of MPLX GP LLC from July 2017 until November 2019. Prior to joining MPLX, Mr. Hennigan was President of Crude, NGL, and Refined Products of the general partner of Energy Transfer Partners L.P. Mr. Hennigan began his career at Sunoco, Inc., and spent more than three decades advancing through roles, ultimately becoming President and Chief Executive Officer of Sunoco Logistics.

Qualifications

As Chief Executive Officer of MPC and MPLX, Mr. Hennigan led significant strategic initiatives, including the $21-billion sale of the Speedway convenience store chain to 7-Eleven, Inc., resulting in a robust capital return program. He also prioritized sustainability, increasing the production of renewable diesel and advancing projects to reduce greenhouse gas emissions. During his tenure, he delivered transformative strategic priorities to structurally lower cost, improve commercial performance, and increase the competitiveness of the company's portfolio and significantly returned capital to shareholders.

Mr. Hennigan has extensive experience in refining, logistics, and marketing, and has demonstrated strong leadership in managing global business operations. He has dedicated his entire career to the energy industry and therefore possesses a deep understanding of the complexities of a regulated market. His strategic vision and commitment to operational excellence have been instrumental in driving growth and enhancing shareholder value.

Mr. Hennigan served as Chairman of the American Fuels and Petrochemical Manufacturers (AFPM) association, on the Executive Committee of the American Petroleum Institute (API), and as a member of the Business Council and the Ohio Business Roundtable.

Chief Executive Officer | NetApp, Inc.

Business Experience

George Kurian has served as Chief Executive Officer of NetApp, Inc. (NetApp), an intelligent data infrastructure software company, since 2015. He was NetApp's President from 2016 through 2020; Executive Vice President, Product Development, from 2013 through 2015; and Senior Vice President, Software Group, from 2011 through 2013. Previously, Mr. Kurian held various roles at Cisco Systems, Inc., a technology company, having served as Vice President and General Manager, Application Networking and Switching Technology Group, from 2009 to 2011; Vice President and General Manager, Application Delivery Business Unit, from 2005 to 2009; and Vice President and General Manager, Video Networking Business Unit, from 2002 to 2005.

Qualifications

Mr. Kurian brings significant leadership experience and a deep understanding of business transformation, strategic planning, corporate growth, and risk assessment on a global basis, having spent over a decade with NetApp. He is well versed in customer-oriented technology, drawing on his background as an engineer and his leadership of client service teams focused on advancing strategic and operational initiatives. Through his leadership at NetApp he has also overseen the development of enterprise scale AI and data platforms, guiding major innovations in AI infrastructure, secure data management, and responsible AI adoption.

Mr. Kurian has spent more than 20 years in leadership positions at technology-focused companies, through which he has developed expertise in innovative technology and related operations. His extensive background and experience provide a deep understanding of how technology fits into a business from both an operational and strategic perspective.