Welcome to our dedicated page for Humana SEC filings (Ticker: HUM), a comprehensive resource for investors and traders seeking official regulatory documents including 10-K annual reports, 10-Q quarterly earnings, 8-K material events, and insider trading forms.
Humana Inc. filings document formal disclosures for a public healthcare company with Humana insurance services and CenterWell healthcare services. Recent 8-K reports cover quarterly results, GAAP and non-GAAP earnings measures, Insurance segment benefit ratio commentary, Medicare Advantage membership assumptions, Regulation FD communications, and guidance updates.
Humana's SEC records also include proxy and annual-meeting materials covering director elections, auditor ratification, stockholder voting results, board composition, and director compensation program disclosures; board and executive transition disclosures; and capital-structure filings for registered debt offerings, including junior subordinated notes described through Form S-3 and prospectus-supplement materials.
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.
Mehta Japan reported acquisition or exercise transactions in this Form 4 filing.
Humana Inc.’s Chief Information Officer Japan Mehta received a grant of 9,448 shares of Humana common stock, awarded at no cash cost as equity compensation. Following this award, Mehta directly holds 17,176 shares, including 15,200 restricted stock units that each represent a contingent right to one Humana share under the company’s 2019 Amended & Restated and 2026 Stock Incentive Plans, exempt under Rule 16b-3.
Humana Inc. President, Enterprise Growth, David Dintenfass reported a grant of 11,273 shares of Humana common stock at a price of $0.00 per share, raising his direct holdings to 25,407 shares.
He also holds options on 51,389 shares of Humana common stock with an exercise price of $367.21 per share, expiring on February 21, 2031, granted under Humana’s stock incentive plan and vesting in three annual increments from February 21, 2025 to February 21, 2027. His position includes 18,617 restricted stock units, each representing a contingent right to receive one share of Humana common stock.
Rechtin James A. reported acquisition or exercise transactions in this Form 4 filing.
Humana Inc. President & CEO James A. Rechtin reported an award of 35,633 shares of Humana common stock, held indirectly through two revocable trusts for the benefit of him and his spouse. After this grant, these trusts hold 63,938 shares of Humana common stock.
Rechtin also holds equity awards under Humana’s stock incentive plans, including 2,183 restricted stock units, each representing one future share of Humana common, and stock options covering 15,772 shares at $367.21 per share and 29,230 shares at $458.185 per share, generally vesting in three annual increments from 2025 to 2027 and expiring in 2031.
O'Hara Michelle A. reported acquisition or exercise transactions in this Form 4 filing.
Humana Inc. reported that Chief Human Resources Officer Michelle A. O'Hara received a grant of 10,485 shares of Humana common stock as a stock award. Following this grant, she directly holds 20,026 shares of common stock, including 17,997 restricted stock units that each represent a contingent right to receive one Humana common share under the company’s 2019 Amended & Restated and 2026 Stock Incentive Plans.
Field Robert Stuart reported acquisition or exercise transactions in this Form 4 filing.
Humana Inc. director Robert Stuart Field received a grant of 852 restricted stock units (RSUs) of Humana common stock. The award represents an initial grant of $200,000 in RSUs under the company’s annual Director Compensation Program and 2026 Stock Incentive Plan.
Each RSU carries a right to receive one share of Humana common stock and is reported as exempt under Rule 16b-3(d)(1) & (3). The entire award will be forfeited if his board service is less than one year. Following this grant, he directly holds 852 RSUs.
Humana Inc. Chief Legal Officer Joseph C. Ventura received 10,318 shares of Humana Common stock as a grant on May 1, 2026, at $0.00 per share, bringing his direct holdings to 27,405 shares.
He also holds 294 Humana Common shares indirectly through a retirement savings plan. In addition, he retains several option awards on Humana Common stock with exercise prices between $350.7875 and $510.2425 per share, expiring from 2027 through 2031.