|
Free Writing Prospectus
|
|
|
(to the Preliminary Prospectus
|
|
|
Supplement dated September 2, 2025)
|
|
|
Filed Pursuant to Rule 433
|
|
|
Registration Statement No. 333-289983
|
|
4.500% Senior Notes Due 2030
|
|
|
Issuer:
|
The Cigna Group
|
|
Principal Amount:
|
$1,000,000,000
|
|
Trade Date:
|
September 2, 2025
|
|
Settlement Date*:
|
September 4, 2025 (T+2)
|
|
Maturity Date:
|
September 15, 2030
|
|
Issuer Ratings (Senior Debt)**:
|
Baa1 (Stable) by Moody’s Investors Service, Inc. / A- (Stable) by Standard & Poor’s Ratings Group Inc. / BBB+ (Stable) by Fitch Ratings Inc.
|
|
Coupon:
|
4.500%
|
|
Price to Public:
|
99.794% of principal amount
|
|
Yield to Maturity:
|
4.546%
|
|
Spread to Benchmark Treasury:
|
+80 basis points
|
|
Benchmark Treasury:
|
3.625% due August 31, 2030
|
|
Benchmark Treasury Price and Yield:
|
99-14+; 3.746%
|
|
Interest Payment Dates:
|
March 15 and September 15, commencing March 15, 2026
|
|
Interest Payment Record Dates:
|
March 1 and September 1
|
|
Optional Redemption Provisions:
|
At any time prior to August 15, 2030, at the greater of: (1) (a) the sum of the present values of the remaining scheduled payments of principal and interest thereon discounted to the redemption date on a semi-annual basis (assuming a
360-day year consisting of twelve 30-day months) at the Treasury Rate plus 15 basis points less (b) interest accrued to the date of redemption, and (2) 100% of the principal amount of the Notes to be redeemed, plus, in either case, accrued
and unpaid interest thereon to the redemption date
|
|
Par Call Provision:
|
At any date after August 15, 2030 (one month prior to the Maturity Date), the Notes will be redeemable at par
|
|
CUSIP / ISIN:
|
125523 CX6 / US125523CX69
|
|
4.875% Senior Notes Due 2032
|
|
|
Issuer:
|
The Cigna Group
|
|
Principal Amount:
|
$1,250,000,000
|
|
Trade Date:
|
September 2, 2025
|
|
Settlement Date*:
|
September 4, 2025 (T+2)
|
|
Maturity Date:
|
September 15, 2032
|
|
Issuer Ratings (Senior Debt)**:
|
Baa1 (Stable) by Moody’s Investors Service, Inc. / A- (Stable) by Standard & Poor’s Ratings Group Inc. / BBB+ (Stable) by Fitch Ratings Inc.
|
|
Coupon:
|
4.875%
|
|
Price to Public:
|
99.992% of principal amount
|
|
Yield to Maturity:
|
4.876%
|
|
Spread to Benchmark Treasury:
|
+90 basis points
|
|
Benchmark Treasury:
|
3.875% due August 31, 2032
|
|
Benchmark Treasury Price and Yield:
|
99-12+; 3.976%
|
|
Interest Payment Dates:
|
March 15 and September 15, commencing March 15, 2026
|
|
Interest Payment Record Dates:
|
March 1 and September 1
|
|
Optional Redemption Provisions:
|
At any time prior to July 15, 2032 at the greater of: (1) (a) the sum of the present values of the remaining scheduled payments of principal and interest thereon discounted to the redemption date on a semi-annual basis (assuming a
360-day year consisting of twelve 30-day months) at the Treasury Rate plus 15 basis points less (b) interest accrued to the date of redemption, and (2) 100% of the principal amount of the Notes to be redeemed, plus, in either case, accrued
and unpaid interest thereon to the redemption date
|
|
Par Call Provision:
|
At any date after July 15, 2032 (two months prior to the Maturity Date), the Notes will be redeemable at par
|
|
CUSIP / ISIN:
|
125523 CY4 / US125523CY43
|
|
5.250% Senior Notes Due 2036
|
|
|
Issuer:
|
The Cigna Group
|
|
Principal Amount:
|
$1,500,000,000
|
|
Trade Date:
|
September 2, 2025
|
|
Settlement Date*:
|
September 4, 2025 (T+2)
|
|
Maturity Date:
|
January 15, 2036
|
|
Issuer Ratings (Senior Debt)**:
|
Baa1 (Stable) by Moody’s Investors Service, Inc. / A- (Stable) by Standard & Poor’s Ratings Group Inc. / BBB+ (Stable) by Fitch Ratings Inc.
|
|
Coupon:
|
5.250%
|
|
Price to Public:
|
99.809% of principal amount
|
|
Yield to Maturity:
|
5.275%
|
|
Spread to Benchmark Treasury:
|
+100 basis points
|
|
Benchmark Treasury:
|
4.250% due August 15, 2035
|
|
Benchmark Treasury Price and Yield:
|
99-25+; 4.275%
|
|
Interest Payment Dates:
|
January 15 and July 15, commencing January 15, 2026
|
|
Interest Payment Record Dates:
|
January 1 and July 1
|
|
Optional Redemption Provisions:
|
At any time prior to October 15, 2035 at the greater of: (1) (a) the sum of the present values of the remaining scheduled payments of principal and interest thereon discounted to the redemption date on a semi-annual basis (assuming a
360-day year consisting of twelve 30-day months) at the Treasury Rate plus 15 basis points less (b) interest accrued to the date of redemption, and (2) 100% of the principal amount of the Notes to be redeemed, plus, in either case, accrued
and unpaid interest thereon to the redemption date
|
|
Par Call Provision:
|
At any date after October 15, 2035 (three months prior to the Maturity Date), the Notes will be redeemable at par
|
|
CUSIP / ISIN:
|
125523 CZ1 / US125523CZ18
|
|
6.000% Senior Notes Due 2056
|
|
|
Issuer:
|
The Cigna Group
|
|
Principal Amount:
|
$750,000,000
|
|
Trade Date:
|
September 2, 2025
|
|
Settlement Date*:
|
September 4, 2025 (T+2)
|
|
Maturity Date:
|
January 15, 2056
|
|
Issuer Ratings (Senior Debt)**:
|
Baa1 (Stable) by Moody’s Investors Service, Inc. / A- (Stable) by Standard & Poor’s Ratings Group Inc. / BBB+ (Stable) by Fitch Ratings Inc.
|
|
Coupon:
|
6.000%
|
|
Price to Public:
|
99.043% of principal amount
|
|
Yield to Maturity:
|
6.070%
|
|
Spread to Benchmark Treasury:
|
+110 basis points
|
|
Benchmark Treasury:
|
4.750% due May 15, 2055
|
|
Benchmark Treasury Price and Yield:
|
96-19; 4.970%
|
|
Interest Payment Dates:
|
January 15 and July 15, commencing January 15, 2026
|
|
Interest Payment Record Dates:
|
January 1 and July 1
|
|
Optional Redemption Provisions:
|
At any time prior to July 15, 2055 at the greater of: (1) (a) the sum of the present values of the remaining scheduled payments of principal and interest thereon discounted to the redemption date on a semi-annual basis (assuming a
360-day year consisting of twelve 30-day months) at the Treasury Rate plus 20 basis points less (b) interest accrued to the date of redemption, and (2) 100% of the principal amount of the Notes to be redeemed, plus, in either case, accrued
and unpaid interest thereon to the redemption date
|
|
Par Call Provision:
|
At any date after July 15, 2055 (six months prior to the Maturity Date), the Notes will be redeemable at par
|
|
CUSIP / ISIN:
|
125523 DA5 / US125523DA57
|
|
Joint Book-Running Managers:
|
BofA Securities, Inc.
Citigroup Global Markets Inc.
HSBC Securities (USA) Inc.
Morgan Stanley & Co. LLC
|
|
Passive Bookrunners:
|
J.P. Morgan Securities LLC
PNC Capital Markets LLC
U.S. Bancorp Investments, Inc.
Wells Fargo Securities, LLC
|
|
Co-Managers:
|
Credit Agricole Securities (USA) Inc.
Deutsche Bank Securities Inc.
Goldman Sachs & Co. LLC
Mizuho Securities USA LLC
MUFG Securities Americas Inc.
Truist Securities, Inc.
BNY Mellon Capital Markets, LLC
Fifth Third Securities, Inc.
Huntington Securities, Inc.
RBC Capital Markets, LLC
Regions Securities LLC
Scotia Capital (USA) Inc.
SMBC Nikko Securities America, Inc.
TD Securities (USA) LLC
|
|
Use of Proceeds:
|
Cigna intends to use the net proceeds from this offering (i) to repay $2.0 billion of loans outstanding under its Term Loan Facility, dated as of August 5, 2025, 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.
|