HUMANA INC SEC Filings

Paul John Smith, a director of Humana Inc (HUM), filed an initial statement of beneficial ownership that reports 0.0000 shares of Humana Common held directly following the reported date. The disclosure shows one holding entry and no buy, sell, gift, or derivative transactions.

Humana Inc. expanded its Board of Directors from eleven to thirteen members and elected Paul Smith and Frederick Crawford as new independent directors, effective July 28, 2026. The board determined both qualify as independent under New York Stock Exchange director independence standards.

Smith is Chief Commercial Officer at Anthropic PBC with over 30 years leading global go-to-market strategies at major enterprise technology companies. Crawford brings more than 30 years of financial and operational experience in insurance and banking, including senior roles at Aflac, CNO Financial Group, and Lincoln Financial Group. Each will be compensated under Humana’s existing director compensation program, including grants of restricted stock units, and a press release announcing their election was issued on July 29, 2026.

Humana Inc. reported stronger second-quarter 2026 results, with revenue of $40.9 billion, up from $32.4 billion a year earlier. GAAP income before income taxes was $952 million and adjusted pretax income $1.25 billion. GAAP EPS rose to $5.73 and adjusted EPS to $7.61, both above 2025 levels.

Insurance segment revenue increased to $39.1 billion, with a benefit ratio of 91.2% and operating cost ratio of 7.1%. CenterWell revenue reached $6.8 billion and adjusted income from operations $514 million. Year-to-date operating cash flow was $3.22 billion, up from $1.60 billion, and total medical membership reached about 17.9 million, up from 14.8 million a year earlier.

Humana revised 2026 GAAP EPS guidance to at least $6.52 from at least $8.36, while affirming adjusted EPS guidance of at least $9.00 and key benefit and cost-ratio targets. The outlook reflects a year-over-year decline tied to the BY 2026 Star Ratings headwind and continued growth in Medicare Advantage and Medicaid membership.

HILZINGER KURT J reported acquisition or exercise transactions in this Form 4 filing.

Humana Inc. director Kurt J. Hilzinger reported a compensation-related equity award rather than an open-market trade. On June 30, 2026, he received 233 Restricted Stock Units (RSUs) tied to Humana common stock at a reference price of $392.32 per share, classified as a grant or award.

After the reported updates, he directly holds 19,448 shares of Humana common stock and 16,534 RSUs, each representing a contingent right to receive one Humana share on a 1-for-1 basis. Footnotes explain these units arise from annual director fees, cash fee conversions, and dividend reinvestments that have been deferred until he leaves the board.

Humana Inc. is reaffirming its full-year 2026 earnings guidance as senior management meets with investors and analysts in June. The company continues to project at least $8.36 in diluted earnings per common share on a GAAP basis and at least $9.00 in Adjusted (non-GAAP) EPS for FY 2026.

The adjustment from GAAP EPS to Adjusted EPS reflects amortization of identifiable intangibles of $0.30, put/call valuation adjustments of $(0.28), value creation initiatives of $0.81, and a cumulative net tax impact of $(0.19). Humana emphasizes that Adjusted EPS is used alongside GAAP EPS to assess core operations, plan the business, and determine incentive compensation, while noting that these forward-looking figures remain subject to risks and uncertainties outlined in its SEC risk factors.

Humana Inc. entered into a complex financing structure using two special-purpose trusts, Horseshoe Funding Trust I and II, which issued Pre-Capitalized Trust Securities (P‑Caps). Each trust sold 750,000 P‑Caps for a purchase price of $750,000,000 in Rule 144A offerings to institutional investors.

These P‑Caps give Humana the right over time to issue up to $750,000,000 of 6.062% Senior Notes due 2036 to the 2036 Trust and up to $750,000,000 of 6.887% Senior Notes due 2055 to the 2055 Trust. In return for this on‑demand capital access, Humana will pay semi‑annual facility fees of 1.661% and 1.916% per annum on the unused portions of each issuance right.

The structure includes automatic or required exercises of the issuance rights upon specified events, such as certain defaults, bankruptcy events, or if Humana reasonably believes its consolidated net worth has fallen below $4.0 billion. Change‑of‑control provisions require each trust to offer to repurchase P‑Caps, and Humana to offer to repurchase any issued Senior Notes, at 101% plus accrued amounts. The P‑Caps are mandatorily redeemable on February 15, 2036 and November 15, 2055, and the related Senior Notes are governed by existing indentures with customary covenants limiting liens, mergers, and major asset sales.

Humana Inc. ownership disclosure: Dodge & Cox reports beneficial ownership of 11,380,673 shares of Common Stock, representing 9.5% of the class. The filing states sole voting power of 10,742,448 shares and sole dispositive power of 11,380,673 shares. The report notes that Dodge & Cox Stock Fund holds 7,551,500 shares (6.3%) as part of the aggregated interest.

Mellet Celeste reported acquisition or exercise transactions in this Form 4 filing.

Humana Inc.'s Chief Financial Officer, Celeste Mellet, received a grant of 15,387 shares of Humana common stock as a compensation award. The award was reported at a price of $0.00 per share, reflecting that it was a grant rather than an open-market purchase.

Following this grant, Mellet directly holds 39,637 shares of Humana common stock. This amount includes 35,172 restricted stock units, which represent a contingent right to receive one share of Humana Inc. common stock for each unit under the company's 2019 Amended & Restated and 2026 Stock Incentive Plans.