Humana launches tender offers for up to $1.5B
Purchases follow an eight-level acceptance priority, with the 5.375% notes due 2031 subject to an $800 million principal cap.
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Form Type
8-K
Rhea-AI Filing Summary
Humana Inc. (HUM) commenced cash tender offers to purchase certain outstanding notes for an aggregate purchase price of up to $1.5 billion, excluding accrued coupon payments. Purchases are subject to proration, acceptance priority levels, and offer conditions; the 5.375% Senior Notes due 2031 have a separate $800 million cap on principal accepted.
Acceptance follows the stated priority order, with the 2.150% Senior Notes due 2032 ranked first and the 5.750% Senior Notes due 2028 ranked eighth. Per-$1,000 consideration will use each series’ fixed spread plus the applicable reference yield, based on prices at 3:00 p.m. New York City time on November 16, 2026. The Offers are scheduled to expire at 5:00 p.m. that day, and settlement is expected on November 18, 2026.
Filing Explained
Humana's cash tender offers are underway, and the filing says none is conditioned on another's consummation; one series may therefore be accepted for purchase even if another is not, subject to its own offer conditions.
8-K Event Classification
2 items: 8.01, 9.01
2 items
Item 8.01
Other Events
Other
Voluntary disclosure of events the company deems important to shareholders but not covered by other items.
Item 9.01
Financial Statements and Exhibits
Exhibits
Financial statements, pro forma financial information, or exhibit attachments filed with this report.
Key Figures
Aggregate tender purchase-price cap: $1.5 billion
2031 Notes Series Cap: $800 million
Expiration: 5:00 p.m. on November 16, 2026
+2 more
5 metrics
Aggregate tender purchase-price cap
$1.5 billion
Excludes the Accrued Coupon Payment
2031 Notes Series Cap
$800 million
Aggregate principal amount of 5.375% Senior Notes due 2031 accepted for purchase
Expiration
5:00 p.m. on November 16, 2026
New York City time; scheduled expiration
Expected settlement date
November 18, 2026
Expected second business day after the Expiration Date
2031 Notes aggregate principal amount outstanding
$1.5 billion
5.375% Senior Notes due 2031
Key Terms
Tender Cap, Series Cap, Acceptance Priority Level, Reference Yield, +1 more
5 terms
Tender Cap financial
"of $1,500,000,000 (the “Tender Cap”)"
A tender cap is the maximum number of shares or maximum total value a buyer will accept in a tender offer, essentially a limit on how much stock the bidder is willing to buy. It matters to investors because if more shares are tendered than the cap allows, the buyer will scale back purchases proportionally, like selling a fixed number of tickets when demand is higher than supply, which affects how many shares each holder can sell and the likely outcome of the offer.
Series Cap financial
"the “Series Cap”"
Acceptance Priority Level financial
"Acceptance Priority Level specified in this table"
Reference Yield financial
"plus the Reference Yield based on the bid-side price"
The reference yield is the standard rate of return on a debt security, like a government bond, that investors expect to earn if they buy it at its current price. It acts like a benchmark, helping investors compare different bonds and decide if they are worth buying, much like checking the interest rate on a savings account to see how much you will earn over time.
Accrued Coupon Payment financial
"the payment thereof, the “Accrued Coupon Payment”"
An accrued coupon payment is the interest earned on a bond that has accumulated since the last payment date but has not yet been paid to the investor. Think of it like interest building up in a savings account that will be paid out later; it reflects the amount the investor is owed for holding the bond during that period. This figure matters because it helps accurately determine the bond’s current value and the investor’s true earnings.
FAQ
AI-generated questions and answers. How Rhea-AI works. Not financial advice.
How much debt is HUM seeking to repurchase?
Humana set an aggregate purchase-price cap of up to $1.5 billion, excluding the Accrued Coupon Payment. The Offers are subject to proration and acceptance priority procedures; this amount is distinct from the separate principal cap on one series.
What is the cap on HUM's 2031 notes tender offer?
The 5.375% Senior Notes due 2031 have an $800 million cap on aggregate principal accepted. Those notes may be prorated under both the acceptance priority procedures and the series cap.
Can HUM noteholders withdraw their tender instructions?
Tenders may be withdrawn through 5:00 p.m. New York City time on November 16, 2026. Except as the Offer to Purchase provides or applicable law requires, withdrawal is unavailable afterward; intermediaries and DTC may set earlier instruction deadlines.
AI-generated analysis. How Rhea-AI works. Not financial advice.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): November 9, 2026 (November 9, 2026 )
| (Exact name of registrant as specified in its charter) | ||
| (State or other jurisdiction of incorporation) | (Commission File Number) | (IRS Employer Identification No.) | ||||||
(Address of principal executive offices, including zip code)
(502 ) 580-1000
(Registrant’s telephone number, including area code)
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) | |||||
| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) | |||||
| Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) | |||||
| Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) | |||||
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol | Name of each exchange on which registered | ||||||
Indicate by check mark whether the registrant is an emerging growth company as defined in as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 8.01. Other Events.
On November 9, 2026, Humana Inc. issued a press release announcing the launch of a cash tender offer for certain of its debt securities. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated by reference herein.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits:
Exhibit No. | Description | ||||
99.1 | Press release issued by Humana Inc. dated November 9, 2026. | ||||
| 104 | Cover Page Interactive Data File (the cover page XBRL tags are embedded within the Inline XBRL Document). | ||||
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this Report to be signed on its behalf by the undersigned hereunto duly authorized.
| HUMANA INC. | |||||
| BY: | /s/ John-Paul W. Felter | ||||
| John-Paul W. Felter | |||||
| Senior Vice President, Chief Accounting Officer & Controller | |||||
| (Principal Accounting Officer) | |||||
Dated: November 9, 2026
| news release | Humana Inc. 101 East Main Street Louisville, KY 40202 | ||||
Humana Commences Offers to Purchase for Cash Certain of its Outstanding Debt Securities
Louisville, KY - November 9, 2026 – Humana Inc. (NYSE: HUM) (“Humana”, “we”, or “our”) today announced that it has commenced cash tender offers (collectively, the “Offers”) to purchase the outstanding notes described below, in each case upon the terms and subject to the conditions set forth in the Offer to Purchase dated November 9, 2026 (the “Offer to Purchase”).
The Notes offered to be purchased in the Offers, in the order of acceptance priority, are the 2.150% Senior Notes due 2032; 3.125% Senior Notes due 2029; 3.700% Senior Notes due 2029; 4.875% Senior Notes due 2030; 1.350% Senior Notes due 2027; 3.950% Senior Notes due 2027; 5.375% Senior Notes due 2031; and 5.750% Senior Notes due 2028 (collectively, the “Notes”) for the consideration described below, up to an aggregate purchase price, excluding the Accrued Coupon Payment (as defined below), of $1,500,000,000 (the “Tender Cap”) subject to proration and the application of the Acceptance Priority Levels set forth in the table below and as further set forth in the Offer to Purchase and the terms and conditions, including, among others, an $800,000,000 cap on the aggregate principal amount to be accepted for purchase of the 5.375% Senior Notes due 2031 (the “2031 Notes”) pursuant to the Offers (the “Series Cap”) and the Acceptance Priority Procedures set forth in the Offer to Purchase. The 2031 Notes may be subject to proration both due to the Acceptance Priority Procedures and the Series Cap such that Humana will only accept for purchase an aggregate principal amount of the 2031 Notes up to the Series Cap. Subject to applicable law, Humana may, but is under no obligation to, eliminate, increase or decrease the Tender Cap and/or the Series Cap. In the event proration is required with respect to a Series of Notes, Humana will multiply the principal amount of each valid tender of such Series of Notes by the applicable proration rate and round the resulting amount down to the nearest integral multiple of the Authorized Denomination, in order to determine the principal amount of such tender that will be accepted pursuant to the applicable Offer. The excess principal amount of Notes not accepted from the tendering Holders will be promptly returned to such Holders, and if this excess principal amount of Notes is less than $1,000, Humana may either accept or reject all such tendering Holders’ validly tendered Notes in its sole discretion. Additionally, Humana may increase the amount of Notes accepted for payment in any Offer by no more than 2% of the outstanding Notes of the applicable Series, as further described in the Acceptance Priority Procedures set forth in the Offer to Purchase, without amending or extending the Offer, and may also increase or decrease the percentage of the Notes accepted for payment in any Offer (including by more than 2% of the outstanding Notes of the applicable Series) by a press release or other public announcement that is widely disseminated by no later than 9:00 a.m. (New York City time), on the third business day before the scheduled Expiration Date. Capitalized terms used but not defined in this press release have the meanings given to them in the Offer to Purchase.
| Series of Notes | CUSIP/ISIN Number (1) | Aggregate Principal Amount Outstanding | Series Cap | Acceptance Priority Level(2) | Par Call Date | Maturity Date | Reference Security | Bloomberg Reference Page | Fixed Spread (Basis Points) | |||||||||||||||||||||||
| 2.150% Senior Notes due February 3, 2032 | 444859BR2 / US444859BR26 | $487,850,000 | N/A | 1 | November 3, 2031 | February 3, 2032 | 4.750% UST due 10/31/2031 | FIT1 | +50 | |||||||||||||||||||||||
| 3.125% Senior Notes due August 15, 2029 | 444859BK7 / US444859BK72 | $339,623,000 | N/A | 2 | May 15, 2029 | August 15, 2029 | 4.875% UST due 10/15/2029 | FIT1 | +40 | |||||||||||||||||||||||
| 3.700% Senior Notes due March 23, 2029 | 444859BT8 / US444859BT81 | $528,559,000 | N/A | 3 | January 23, 2029 | March 23, 2029 | 4.875% UST due 10/15/2029 | FIT1 | +40 | |||||||||||||||||||||||
| 4.875% Senior Notes due April 1, 2030 | 444859BN1 / US444859BN12 | $500,000,000 | N/A | 4 | January 1, 2030 | April 1, 2030 | 4.750% UST due 10/31/2031 | FIT1 | +50 | |||||||||||||||||||||||
| 1.350% Senior Notes due February 3, 2027 | 444859BQ4 / US444859BQ43 | $520,488,000 | N/A | 5 | January 3, 2027 | February 3, 2027 | 4.125% UST due 1/31/2027 | FIT3 | +10 | |||||||||||||||||||||||
| 3.950% Senior Notes due March 15, 2027 | 444859BF8 / US444859BF87 | $429,283,000 | N/A | 6 | December 15, 2026 | March 15, 2027 | 4.250% UST due 3/15/2027 | FIT3 | +10 | |||||||||||||||||||||||
| 5.375% Senior Notes due April 15, 2031 | 444859CA8 / US444859CA81 | $1,500,000,000 | $800,000,000 | 7 | February 15, 2031 | April 15, 2031 | 4.750% UST due 10/31/2031 | FIT1 | +70 | |||||||||||||||||||||||
| 5.750% Senior Notes due March 1, 2028 | 444859BU5 / US444859BU54 | $493,420,000 | N/A | 8 | February 1, 2028 | March 1, 2028 | 3.500% UST due 1/31/2028 | FIT4 | +50 | |||||||||||||||||||||||
(1) No representation is made as to the correctness or accuracy of the CUSIP or ISIN numbers listed above.
(2) Subject to the satisfaction or waiver by Humana of the conditions of the Offers described in the Offer to Purchase and subject to the Tender Cap and the Series Cap, Humana will accept Notes for purchase in the order of their respective Acceptance Priority Level specified in this table (with 1 being the highest Acceptance Priority Level and 8 being the lowest Acceptance Priority Level).
The “Total Consideration” for each Series of Notes payable per each $1,000 principal amount of such Series of Notes validly tendered for purchase will be based on the applicable Fixed Spread for such Series of Notes, plus the Reference Yield based on the bid-side price of the applicable Reference Security as quoted on the applicable Bloomberg Reference Page as of 3:00 p.m., New York City time, on November 16, 2026, unless extended by Humana with respect to the applicable Offer (such date and time with respect to an Offer, as the same may be extended by Humana with respect to such Offer, the “Price Determination Date”). Unless extended with respect to any Offer, promptly after the Price Determination Date, Humana will announce in a press release, among other things, the Total Consideration applicable to each Series of Notes accepted for purchase. In addition to the applicable Total Consideration, Holders whose Notes are accepted for purchase pursuant to an Offer will receive accrued and unpaid interest on those Notes from the last interest payment date with respect to those Notes to, but excluding, the Settlement Date (the “Accrued Interest,” and the payment thereof, the “Accrued Coupon Payment”).
The Offers are scheduled to expire on the Expiration Date, which is 5:00 p.m., New York City time, on November 16, 2026, unless extended or earlier terminated by Humana with respect to any Offer. Tenders of Notes of a Series may be validly withdrawn at any time at or prior to 5:00 p.m., New York City time, on November 16, 2026, but, except as provided in the Offer to Purchase or required by applicable law, may not be validly withdrawn thereafter.
The “Settlement Date” will be the second business day after the Expiration Date and is expected to be November 18, 2026.
Each Offer is subject to the satisfaction or waiver of certain conditions. If any condition is not satisfied or waived, Humana is not obligated to accept for payment, purchase or pay for, and may delay the acceptance for payment of, any tendered Notes, in each case subject to applicable law, and may terminate or alter any or all of the Offers. The Offers are not contingent upon the tender of any aggregate minimum principal amount of Notes of any Series (subject to minimum denomination requirements as set forth in the Offer to Purchase), and none of the Offers are conditioned on the consummation of any of the other Offers by Humana.
Humana has retained Barclays Capital Inc., BofA Securities, Inc., PNC Capital Markets LLC and U.S. Bancorp Investments, Inc. to act as dealer managers (the “Dealer Managers”) for the Offers. D.F. King & Co., Inc. will act as the Tender and Information Agent for the Offers. For additional information, please contact: Barclays Capital Inc. at +1 (833) 410-5757 (toll-free) or +1 (212) 528-7581 (collect), BofA Securities, Inc. at +1 (888) 292-0070 (toll-free) or +1 (980) 388-0539 (collect), PNC Capital Markets LLC at +1 (833) 715-3537 (toll-free) or +1 (212) 878-8946 (collect), or U.S. Bancorp Investments, Inc. at +1 (800) 479-3441 (toll-free) or +1 (917) 558-2756 (collect). Requests for documents and questions regarding the tendering of Notes may be directed to D.F. King & Co., Inc. by telephone at (212) 257-2639 (for banks and brokers only) and (800) 848-3416 (for all others, toll-free), by email at humana@dfking.com or to the Dealer Managers at their respective telephone numbers. Copies of the Offer to Purchase are available at: www.dfking.com/Humana. You may also contact your broker, dealer, commercial bank, trust company or other nominee for assistance concerning the Offers.
Holders of Notes are advised to check with each bank, securities broker or other intermediary through which they hold Notes as to when such intermediary would need to receive instructions from a beneficial owner in order for that Holder to be able to participate in, or withdraw their instruction to participate in the Offers before the deadlines specified herein and in the Offer to Purchase. The deadlines set by any such intermediary and DTC for the submission and withdrawal of tender instructions may be earlier than the relevant deadlines specified herein and in the Offer to Purchase.
This press release is neither an offer to purchase nor a solicitation of an offer to sell the Notes or any other securities. The Offers are made only by and pursuant to the terms of the Offer to Purchase and only to such persons and in such jurisdictions as is permitted under applicable law. The information in this press release is qualified by reference to the Offer to Purchase. None of Humana, the Dealer Managers or the Tender and Information Agent makes any recommendation as to whether Holders should tender their Notes pursuant to the Offers. Holders must make their own decisions as to whether to tender Notes, and, if so, the principal amount of Notes to tender.
Humana Cautionary Statement
Some of the information included in this press release and the Offer to Purchase may include both historical and forward-looking statements. When used in this press release or the Offer to Purchase (and any documents that we incorporate by reference in the Offer to Purchase), the words or phrases like “expects,” “believes,” “anticipates,” “intends,” “likely will result,” “estimates,” “projects” or variations of such words and similar expressions are intended to identify such forward-looking statements. We have based these forward-looking statements on our current expectations and projections about future events, trends and uncertainties. These forward-looking statements are not guarantees of future performance and are subject to risks, uncertainties and assumptions, including
information set forth under “Risk Factors” beginning on page 17 of the Offer to Purchase, matters described in the Offer to Purchase and in the documents incorporated by reference in the Offer to Purchase, including the “Risk Factors” contained in certain documents incorporated by reference in the Offer to Purchase.
Forward-looking statements should be read in conjunction with the other cautionary statements, risks, uncertainties and other factors identified in our Annual Report on Form 10-K for the year ended December 31, 2025 and subsequently filed reports with the U.S. Securities and Exchange Commission and elsewhere in the Offer to Purchase. You should read the Offer to Purchase completely and with the understanding that actual future results may be materially different from expectations. We undertake no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise. In light of these risks, uncertainties and assumptions, the forward-looking events discussed in this press release and the Offer to Purchase (and any documents that we incorporate by reference in the Offer to Purchase) might not occur. Our business is highly complicated, regulated and competitive with many different factors affecting results. There may also be other risks that we are unable to predict at this time.
About Humana
Humana Inc. is a leading U.S. healthcare company. Through our Humana insurance services and our CenterWell healthcare services, we make it easier for the millions of people we serve to achieve their best health – delivering the care and service they need, when they need it. These efforts are leading to a better quality of life for people with Medicare and Medicaid, families, individuals, military service personnel, and communities at large. Learn more about what we offer at Humana.com and at CenterWell.com.
Contact
Investors: Lisa Stoner - Humana Investor Relations; (502) 580-2652; lstamper@humana.com
Media: Mark Taylor - Humana Corporate Communications; (317) 753-0345; MTaylor108@humana.com