--- 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" generated_at: "2026-06-16T03:29:10.595941+00:00" event_type: "m_and_a" sentiment: "neutral" materiality_score: 1.0 calibrated_materiality_score: 1.0 confidence: "high" source: SEC EDGAR --- # CVS Health completes $10.6B acquisition of Oak Street Health at $39/share ## Summary - 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. ## SEC filing metadata - accession: 0001193125-23-132570 - form_type: 8-K - cik: 0001564406 - company_name: Oak Street Health, Inc. - filed_at: 2023-05-02T23:59:59+00:00 - event_type: m_and_a - sentiment: neutral - materiality_score: 1.0 - calibrated_materiality_score: 1.0 - confidence: high - sec_items: 1.01, 1.02, 2.01, 3.01, 3.03, 5.01, 5.02, 5.03, 8.01, 9.01 - 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 ## Machine-readable alternates - HTML: https://secwatch.observer/filing/0001193125-23-132570 - JSON: https://secwatch.observer/filing/0001193125-23-132570.json - Plain text: https://secwatch.observer/filing/0001193125-23-132570.txt ## Key facts - Executive change Paul Kusserow resigned as Director at Oak Street Health, Inc.. - Action: resigned - Role: Director source text: 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_url: https://www.sec.gov/Archives/edgar/data/1564406/000119312523132570/0001193125-23-132570-index.htm - Executive change Robbert Vorhoff resigned as Director at Oak Street Health, Inc.. - Action: resigned - Role: Director source text: 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_url: https://www.sec.gov/Archives/edgar/data/1564406/000119312523132570/0001193125-23-132570-index.htm - Executive change Timothy Cook was appointed as Officer at Oak Street Health, Inc.. - Action: appointed - Role: Officer source text: 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_url: https://www.sec.gov/Archives/edgar/data/1564406/000119312523132570/0001193125-23-132570-index.htm - Executive change Mohit Kaushal resigned as Director at Oak Street Health, Inc.. - Action: resigned - Role: Director source text: 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_url: https://www.sec.gov/Archives/edgar/data/1564406/000119312523132570/0001193125-23-132570-index.htm - Executive change Julie Klapstein resigned as Director at Oak Street Health, Inc.. - Action: resigned - Role: Director source text: 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_url: https://www.sec.gov/Archives/edgar/data/1564406/000119312523132570/0001193125-23-132570-index.htm - Executive change Srdjan Vukovic resigned as Director at Oak Street Health, Inc.. - Action: resigned - Role: Director source text: 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_url: https://www.sec.gov/Archives/edgar/data/1564406/000119312523132570/0001193125-23-132570-index.htm - Executive change Kim Keck resigned as Director at Oak Street Health, Inc.. - Action: resigned - Role: Director source text: 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_url: https://www.sec.gov/Archives/edgar/data/1564406/000119312523132570/0001193125-23-132570-index.htm - Executive change Regina Benjamin, M.D. resigned as Director at Oak Street Health, Inc.. - Action: resigned - Role: Director source text: 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_url: https://www.sec.gov/Archives/edgar/data/1564406/000119312523132570/0001193125-23-132570-index.htm - Executive change Robert Guenthner was appointed as Officer at Oak Street Health, Inc.. - Action: appointed - Role: Officer source text: 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_url: https://www.sec.gov/Archives/edgar/data/1564406/000119312523132570/0001193125-23-132570-index.htm - Executive change Geoffrey Price resigned as Director at Oak Street Health, Inc.. - Action: resigned - Role: Director source text: 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_url: https://www.sec.gov/Archives/edgar/data/1564406/000119312523132570/0001193125-23-132570-index.htm - Executive change Mike Pykosz was appointed as Officer at Oak Street Health, Inc.. - Action: appointed - Role: Officer source text: 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_url: https://www.sec.gov/Archives/edgar/data/1564406/000119312523132570/0001193125-23-132570-index.htm - Executive change Griffin Myers, M.D. resigned as Director at Oak Street Health, Inc.. - Action: resigned - Role: Director source text: 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_url: https://www.sec.gov/Archives/edgar/data/1564406/000119312523132570/0001193125-23-132570-index.htm - Executive change Mike Pykosz resigned as Director at Oak Street Health, Inc.. - Action: resigned - Role: Director source text: 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_url: https://www.sec.gov/Archives/edgar/data/1564406/000119312523132570/0001193125-23-132570-index.htm - Executive change Cheryl Dorsey, M.D. resigned as Director at Oak Street Health, Inc.. - Action: resigned - Role: Director source text: 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_url: https://www.sec.gov/Archives/edgar/data/1564406/000119312523132570/0001193125-23-132570-index.htm - Governance Changes Oak Street Health, Inc.: Amended and restated certificate of incorporation and bylaws in connection with merger. - Change: bylaw amendment source text: Pursuant to the Merger Agreement, at the Effective Time, each of the Amended and Restated Certificate of Incorporation and the Amended and Restated Bylaws of Oak Street Health were amended and restated in their entirety to be replaced by the certificate of incorporation and bylaws of Merger Sub as in effect immediately prior to the Effective Time except that all references to Merger Sub were automatically amended and became references to Oak Street Health. evidence_url: https://www.sec.gov/Archives/edgar/data/1564406/000119312523132570/0001193125-23-132570-index.htm - M&A Transactions Oak Street Health, Inc. underwent a change of control involving CVS Pharmacy, Inc. for $39.00, the consideration paid per share of Oak Street Health Common Stock pursuant to the Merger Agreement (closed 2023-05-02). - Action: change of control - Counterparty: CVS Pharmacy, Inc. - Consideration: $39.00, the consideration paid per share of Oak Street Health Common Stock pursuant to the Merger Agreement - Closing: 2023-05-02 source text: (as defined in the Indenture) in effect on the Conversion Date (as defined in the Indenture) (subject to any adjustments under Section 14.03 of the Base Indenture) multiplied by $39.00, the consideration paid per share of Oak Street Health Common Stock pursuant to the Merger Agreement (the “Per Share Price”). As provided by Section 2.1 of the First Supplemental evidence_url: https://www.sec.gov/Archives/edgar/data/1564406/000119312523132570/0001193125-23-132570-index.htm - Material Agreements Oak Street Health, Inc. entered into First Supplemental Indenture with U.S. Bank National Association valued at $920 million (effective 2023-05-02). - Action: entry - Agreement: notes offering - Counterparty: U.S. Bank National Association - Value: $920 million - Effective: 2023-05-02 source text: 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_url: https://www.sec.gov/Archives/edgar/data/1564406/000119312523132570/0001193125-23-132570-index.htm This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.