{"schema_version":"secwatch.filing_event.v1","accession":"0001193125-23-132570","form_type":"8-K","ticker":null,"cik":"0001564406","company_name":"Oak Street Health, Inc.","filed_at":"2023-05-02T23:59:59+00:00","discovered_at":"2026-05-14T18:03:39.409385+00:00","generated_at":"2026-06-16T03:29:10.595941+00:00","sec_items":["1.01","1.02","2.01","3.01","3.03","5.01","5.02","5.03","8.01","9.01"],"event_type":"m_and_a","sentiment":"neutral","materiality_score":1.0,"calibrated_materiality_score":1.0,"confidence":"high","headline":"CVS Health completes $10.6B acquisition of Oak Street Health at $39/share","bullets":["Acquisition closed May 2, 2023; shareholders receive $39.00 per share in cash.","Enterprise value ~$10.6B; financed with $5.0B term loan and existing cash.","Oak Street Health common stock to be delisted from NYSE; SEC reporting obligations suspended.","Oak Street Health becomes an indirect wholly-owned subsidiary of CVS Pharmacy, Inc.","Board and officers replaced; Mike Pykosz, Timothy Cook, Robert Guenthner appointed as officers."],"urls":{"canonical":"https://secwatch.observer/filing/0001193125-23-132570","json":"https://secwatch.observer/filing/0001193125-23-132570.json","markdown":"https://secwatch.observer/filing/0001193125-23-132570.md","text":"https://secwatch.observer/filing/0001193125-23-132570.txt","edgar_index":"https://www.sec.gov/Archives/edgar/data/1564406/000119312523132570/0001193125-23-132570-index.htm","edgar_primary_document":"https://www.sec.gov/Archives/edgar/data/1564406/000119312523132570/d52453d8k.htm"},"model":{"generated_by":"deepseek-v4-flash:cloud@v2","generated_at":"2026-06-16T03:29:10.595941+00:00"},"review":{"review_status":"machine_generated","human_reviewed":false,"corrected":false,"correction_note":null,"correction_timestamp":null,"superseded_by":null,"related_filings":[]},"source_grounded_claims":[{"claim_id":"05ccfe2e95","claim":"Paul Kusserow resigned as Director at Oak Street Health, Inc..","evidence_excerpt":"As a result of the Merger, at the Effective Time, Mike Pykosz, Geoffrey Price, Griffin Myers, M.D., Regina Benjamin, M.D., Cheryl Dorsey, M.D., Julie Klapstein, Robbert Vorhoff, Srdjan Vukovic, Mohit Kaushal, Kim Keck and Paul Kusserow each resigned from the Board of Directors of Oak Street Health (the “Board”) and from any and all committees of the Board on which they served and ceased to be directors of Oak Street Health","evidence_source":"SEC 8-K Item 5.02","evidence_url":"https://www.sec.gov/Archives/edgar/data/1564406/000119312523132570/0001193125-23-132570-index.htm","confidence":0.95,"family_label":"Executive change","details":[{"label":"Action","value":"resigned"},{"label":"Role","value":"Director"}],"fact_type":"executive_change"},{"claim_id":"22d056d65e","claim":"Robbert Vorhoff resigned as Director at Oak Street Health, Inc..","evidence_excerpt":"As a result of the Merger, at the Effective Time, Mike Pykosz, Geoffrey Price, Griffin Myers, M.D., Regina Benjamin, M.D., Cheryl Dorsey, M.D., Julie Klapstein, Robbert Vorhoff, Srdjan Vukovic, Mohit Kaushal, Kim Keck and Paul Kusserow each resigned from the Board of Directors of Oak Street Health (the “Board”) and from any and all committees of the Board on which they served and ceased to be directors of Oak Street Health","evidence_source":"SEC 8-K Item 5.02","evidence_url":"https://www.sec.gov/Archives/edgar/data/1564406/000119312523132570/0001193125-23-132570-index.htm","confidence":0.95,"family_label":"Executive change","details":[{"label":"Action","value":"resigned"},{"label":"Role","value":"Director"}],"fact_type":"executive_change"},{"claim_id":"4c3cd6f2dd","claim":"Timothy Cook was appointed as Officer at Oak Street Health, Inc..","evidence_excerpt":"In addition, the incumbent officers of Oak Street Health immediately prior to the Effective Time ceased serving in their respective positions as officers of Oak Street Health, and Mike Pykosz, Timothy Cook, Robert Guenthner and the officers of Merger Sub immediately prior to the Effective Time were appointed as officers of Oak Street Health and will serve as officers until their respective successors are duly elected or appointed and qualified in accordance with applicable law or their earlier death, resignation or removal.","evidence_source":"SEC 8-K Item 5.02","evidence_url":"https://www.sec.gov/Archives/edgar/data/1564406/000119312523132570/0001193125-23-132570-index.htm","confidence":0.95,"family_label":"Executive change","details":[{"label":"Action","value":"appointed"},{"label":"Role","value":"Officer"}],"fact_type":"executive_change"},{"claim_id":"4dc689c5a5","claim":"Mohit Kaushal resigned as Director at Oak Street Health, Inc..","evidence_excerpt":"As a result of the Merger, at the Effective Time, Mike Pykosz, Geoffrey Price, Griffin Myers, M.D., Regina Benjamin, M.D., Cheryl Dorsey, M.D., Julie Klapstein, Robbert Vorhoff, Srdjan Vukovic, Mohit Kaushal, Kim Keck and Paul Kusserow each resigned from the Board of Directors of Oak Street 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As provided by Section 2.1 of the First Supplemental","evidence_source":"SEC 8-K Item 2.01/5.01","evidence_url":"https://www.sec.gov/Archives/edgar/data/1564406/000119312523132570/0001193125-23-132570-index.htm","confidence":0.9,"family_label":"M&A Transactions","details":[{"label":"Action","value":"change of control"},{"label":"Counterparty","value":"CVS Pharmacy, Inc."},{"label":"Consideration","value":"$39.00, the consideration paid per share of Oak Street Health Common Stock pursuant to the Merger Agreement"},{"label":"Closing","value":"2023-05-02"}],"fact_type":"ma_transaction"},{"claim_id":"43c638c29933271214313365c5338da24c356f7c","claim":"Oak Street Health, Inc. entered into First Supplemental Indenture with U.S. Bank National Association valued at $920 million (effective 2023-05-02).","evidence_excerpt":"On May 2, 2023, Oak Street Health entered into a first supplemental indenture (the “First Supplemental Indenture”) to the indenture dated as of March 16, 2021 (the “Base Indenture,” and as supplemented by the First Supplemental Indenture, the “Indenture”), between the Company and U.S. Bank National Association, as trustee, relating to Oak Street Health’s 0% Convertible Senior Notes (the “Convertible Senior Notes”).","evidence_source":"SEC 8-K Item 1.01/1.02","evidence_url":"https://www.sec.gov/Archives/edgar/data/1564406/000119312523132570/0001193125-23-132570-index.htm","confidence":0.9,"family_label":"Material Agreements","details":[{"label":"Action","value":"entry"},{"label":"Agreement","value":"notes offering"},{"label":"Counterparty","value":"U.S. Bank National Association"},{"label":"Value","value":"$920 million"},{"label":"Effective","value":"2023-05-02"}],"fact_type":"material_agreement"}],"license":"Source filings: public domain (SEC EDGAR). Summaries (headline + bullets): CC-BY-4.0; attribute https://secwatch.observer"}