Humana plans venture; BlackRock to buy about $2.8B stake
The new venture removes BlackRock’s put option, and Humana expects lower related balance-sheet liabilities and a lower cost of capital.
Sentiment and the balance of points
Rhea-AI Sentiment reads the wording of the document, how positive or negative its language is on a 1 to 5 scale. The balance of points shown with the takes weighs what the document actually discloses, so the two can disagree, for example when a trial that missed its main goal is described in upbeat language.
Form Type
8-K
Rhea-AI Filing Summary
Humana announced a new joint venture with funds and accounts managed by HPS Investment Partners, a BlackRock subsidiary, to manage nearly 150 CenterWell Senior Primary Care clinics. BlackRock will acquire WCAS’s equity stake, valued at approximately $2.8 billion, and hold a majority interest; CenterWell will hold a minority interest. Closing is expected in the fourth quarter of 2026, subject to customary closing conditions and state and federal regulatory approval.
CenterWell will continue operating the clinics and may begin purchasing them at its election in 2028. If it has not acquired all by the end of 2033, BlackRock may elect a sale process for the remaining clinics, subject to CenterWell’s right to submit the first offer. The venture has no put option exercisable by BlackRock, but includes minimum-return protections and a derivative instrument Humana will record at fair value on its balance sheet. Humana expects a significant reduction in related liabilities and a significantly lower cost of capital.
Humana affirmed FY 2026 adjusted EPS guidance of at least $9.00 per common share. The guidance is preliminary while Humana completes its financial close and review procedures for periods ended September 30, 2026; it does not expect adjusted EPS guidance to change, but expects potential changes to GAAP EPS guidance from strategic initiatives, including the liability reduction.
8-K Event Classification
2 items: 7.01, 9.01
2 items
Item 7.01
Regulation FD Disclosure
Disclosure
Material non-public information disclosed under Regulation Fair Disclosure, often investor presentations or guidance.
Item 9.01
Financial Statements and Exhibits
Exhibits
Financial statements, pro forma financial information, or exhibit attachments filed with this report.
Key Figures
WCAS equity stake valuation: Approximately $2.8 billion
CenterWell Senior Primary Care clinics: Nearly 150 clinics
FY 2026 adjusted EPS guidance: At least $9.00 per common share
+4 more
7 metrics
WCAS equity stake valuation
Approximately $2.8 billion
Value of the current equity stake BlackRock will acquire
CenterWell Senior Primary Care clinics
Nearly 150 clinics
Existing network to be managed and operated by the new joint venture
FY 2026 adjusted EPS guidance
At least $9.00 per common share
Affirmed guidance; preliminary during the financial close and review process
Expected transaction closing
Fourth quarter of 2026
Subject to customary closing conditions and state and federal regulatory approval
CenterWell clinic purchase option
2028
CenterWell may begin purchasing clinics at its election
Potential sale process timing
End of 2033
If CenterWell has not acquired all clinics, BlackRock may elect a sale process for the remainder
Expected additional capital deployment period
Over the next two years
Expected capital for existing clinical operations, new clinics, and strategic acquisitions
Key Terms
derivative instrument, put option, minimum return protections, Adjusted EPS, +1 more
5 terms
derivative instrument financial
"will give rise to a derivative instrument"
A derivative instrument is a financial contract whose value comes from the price of something else, like a stock, bond, commodity or interest rate. Think of it as a bet or an insurance policy tied to another asset: it lets investors protect against losses, lock in prices, or amplify gains without owning the asset itself. Derivatives matter because they can magnify returns and risks, affect liquidity, and shape market pricing.
put option financial
"does not include a put option exercisable by BlackRock"
A put option is a financial contract that gives its holder the right, but not the obligation, to sell a specified quantity of a stock or other asset at a set price within a defined time. Think of it like insurance on an investment—if the asset’s market price falls, the put lets an investor lock in a higher sale price or profit from the decline, helping limit losses or speculate on downward moves.
minimum return protections financial
"agreed to certain minimum return protections for BlackRock"
Adjusted EPS financial
"at least $9.00 in adjusted earnings per common share"
Adjusted earnings per share (adjusted eps) is a measure of a company's profit per share that has been modified to exclude certain one-time or unusual items, such as costs from restructuring or asset sales. It provides a clearer picture of the company’s core performance by removing events that may distort the usual earnings. Investors use adjusted eps to better understand a company's ongoing profitability and compare it more accurately over time.
fair value financial
"recorded on the Company's balance sheet at fair value"
Fair value is an estimate of what an asset or company is really worth today, derived from expected future earnings, comparable market prices and other relevant facts—like agreeing a price for a used car after checking mileage, condition and similar listings. Investors use fair value to decide whether a stock looks overpriced or undervalued, which helps guide buy, hold or sell decisions and sets expectations for potential returns and risk.
FAQ
AI-generated questions and answers. How Rhea-AI works. Not financial advice.
How much is WCAS’s equity stake in Humana’s new venture valued at?
BlackRock will acquire WCAS’s current equity stake, valued at approximately $2.8 billion.
What is Humana’s FY 2026 adjusted EPS guidance?
Humana affirmed guidance of at least $9.00 per common share for FY 2026. The company said the guidance is preliminary while it completes its financial close and review procedures.
When is Humana’s new joint venture expected to close?
The transaction is expected to close in the fourth quarter of 2026, subject to customary closing conditions and state and federal regulatory approval.
When can CenterWell purchase clinics from Humana’s new joint venture?
CenterWell may begin purchasing clinics at its election in 2028. If it has not acquired all clinics by the end of 2033, BlackRock may elect a sale process for the remaining clinics, subject to CenterWell’s right to submit the first offer.
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): October 13, 2026 (October 13, 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)
(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 (see General Instruction A.2. below):
| 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(s) | 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 7.01 Regulation FD Disclosure.
Blackrock Joint Venture
Humana Inc. (the “Company”) issued a press release today reporting its entry into a new joint venture arrangement with funds and accounts managed by HPS Investment Partners, a subsidiary of BlackRock, Inc. (“BlackRock”), to manage and operate an existing network of CenterWell Senior Primary Care clinics that currently sit within joint ventures owned by funds affiliated with Welsh, Carson, Anderson & Stowe (“WCAS”) and CenterWell. The new joint venture arrangement will replace CenterWell’s existing joint ventures with WCAS through BlackRock’s acquisition of WCAS’s current equity stake, with certain modifications to the existing terms.
Among other things, the new joint venture does not include a put option exercisable by BlackRock. The new joint venture arrangement will give rise to a derivative instrument that will be recorded on the Company's balance sheet at fair value; however, the Company expects a significant reduction in the liabilities on its balance sheet associated with the new arrangement compared to the put arrangements for the existing joint ventures.
CenterWell will have the option to begin purchasing clinics from the joint venture at its election beginning in 2028. If CenterWell has not acquired all of the joint venture’s clinics by the end of 2033, BlackRock will have the right to elect to exit the joint venture through a sale process for the joint venture’s remaining clinics, subject to CenterWell’s right to submit the first offer to acquire any such remaining clinics. CenterWell has also agreed to certain minimum return protections for BlackRock, resulting in the derivative instrument mentioned above. All in, Humana anticipates a significantly lower cost of capital under the new joint venture, reflecting the maturity of the business.
A copy of the release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
2026 Earnings Guidance
Humana affirms its guidance of at least $9.00 in adjusted earnings per common share (“Adjusted EPS”), for the year ending December 31, 2026 (“FY 2026”). This guidance is consistent with the guidance issued in Humana’s press release dated July 29, 2026 and subsequently affirmed in the Form 8-K’s filed with the Securities and Exchange Commission on September 1, 2026 and October 9, 2026.
At this time, the Company is unable to provide a reconciliation of its guidance for FY 2026 Adjusted EPS to FY 2026 diluted earnings per common share (“EPS”), the most directly comparable Generally Accepted Accounting Principles (“GAAP”) financial measure, without unreasonable effort because, at this time, the Company is completing the financial close process for the three and nine-month periods ended September 30, 2026. Accordingly, the financial guidance described herein is preliminary, based upon information currently available, and remains subject to change as the company completes its customary closing and review procedures.
The Company does not expect changes to its FY 2026 Adjusted (non-GAAP) EPS guidance. The Company does expect potential changes to its FY 2026 GAAP EPS guidance due to its ongoing value creation and other strategic initiatives including the significant reduction in liabilities related to the removal of the put option related to the existing WCAS joint ventures.
Cautionary Statement
This Current Report on Form 8-K includes forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, generally including the words or phrases like “expects,” “believes,” “anticipates,” “intends,” “likely will result,” “estimates,” “projects” or variations of such words and similar expressions that are intended to identify such forward-looking statements. These forward-looking statements are not guarantees of future performance and are subject to risks, uncertainties, and assumptions, including, among other things, information set forth in the “Risk Factors” section of the Company’s SEC filings.
Item 9.01. Financial Statements and Exhibits.
d) Exhibits:
| Exhibit No. | Description | |||||||
| 99.1 | Press Release [1] | |||||||
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) | |||||||
[1] NTD: Printer should link
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, 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: October 13, 2026
n e w s r e l e a s eFOR MORE INFORMATION 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
Humana Announces New Strategic Joint Venture with BlackRock to Manage CenterWell Senior Primary Care Clinics
•The new joint venture arrangement will replace CenterWell’s existing joint ventures with Welsh, Carson, Anderson & Stowe (“WCAS”) through an acquisition of WCAS’s current equity stake by BlackRock.
•CenterWell Senior Primary Care will continue to manage and operate all clinics owned through the joint venture.
•Transaction is expected to provide Humana with enhanced balance sheet efficiency, additional growth capital, greater financial flexibility, and a reduced cost of capital.
•Anticipated additional capital commitment for the joint venture can fuel future growth and reinforce CenterWell’s position as the nation’s largest senior-focused primary care provider.
LOUISVILLE, KY (October 13, 2026) – Humana Inc. (NYSE: HUM) today announced it has entered into a new joint venture agreement with funds and accounts managed by HPS Investment Partners, a part of BlackRock (“BlackRock”), to manage and operate an existing network of nearly 150 CenterWell Senior Primary Care clinics that currently sit within joint ventures owned by funds affiliated with WCAS and CenterWell. The new joint venture, majority owned by BlackRock and minority owned by CenterWell, will replace the current CenterWell and WCAS joint ventures that were instrumental in successfully scaling CenterWell into the nation’s largest provider of senior-focused value-based primary care over the last seven years.
The new joint venture is expected to support future growth opportunities for CenterWell, while also unlocking additional growth capital and providing greater financial flexibility for Humana. BlackRock, one of the world's leading investment management firms, complements this strategy by delivering substantial capital at scale, along with deep expertise in private financing. This is Humana’s second strategic transaction with BlackRock this year, following Humana’s announcement that it has signed a
1
definitive agreement to divest all or substantially all of its minority interest in Gentiva to a consortium of investors, including BlackRock.
As part of the transaction, BlackRock will acquire WCAS’s current equity ownership, valued at approximately $2.8 billion, with modifications to terms reflecting the maturity of the business today compared to when the legacy joint ventures were formed. Over the next two years, the new joint venture is expected to deploy additional capital that will be used to fund existing clinical operations, establish new clinics, and expand the network through strategic acquisitions. CenterWell will continue to manage the operations at all clinics owned by the new joint venture, delivering uninterrupted, high-quality care to its patients.
Beginning in 2028, CenterWell will have the option to purchase clinics from the joint venture at its election. If CenterWell has not acquired all of the joint venture’s clinics by the end of 2033, BlackRock will have the right to exit the joint venture through a sale process for the joint venture’s remaining clinics, subject to CenterWell’s right to submit the first offer to acquire any such remaining clinics. Since the new joint venture does not include a put option, Humana expects a significant reduction in the liabilities on its balance sheet due to the removal of the put arrangements for the existing joint ventures, with BlackRock receiving certain protections. All in, Humana anticipates a significantly lower cost of capital under the new joint venture, reflecting the maturity of the business.
“We look forward to this new venture with BlackRock as our partner, while our growing network of CenterWell clinics remains dedicated to serving patients with our unique model of senior-focused, value-based care,” said Dr. Sanjay Shetty, President of CenterWell. “We are grateful to the WCAS team for their strong partnership and meaningful contribution over the past seven years and look forward to continued success for CenterWell Senior Primary Care with the support of BlackRock.”
The transaction is expected to close in the fourth quarter of 2026, subject to customary closing conditions and state and federal regulatory approval, and is not expected to have a material impact on Humana’s 2026 adjusted earnings guidance.
Guggenheim Securities, LLC served as the lead financial advisor to Humana, while Goldman Sachs & Co. LLC acted as financial advisor. Fried, Frank, Harris, Shriver & Jacobson LLP served as corporate legal counsel to Humana.
About Humana
Humana 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
2
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, Medicaid, families, individuals, military service personnel, and communities at large. Learn more about what we offer at Humana.com and at CenterWell.com.
More information regarding Humana is available to investors via the Investor Relations page of the company’s website at Humana.com, including copies of:
•Annual reports to stockholders
•Securities and Exchange Commission filings
•Most recent investor conference presentations
•Quarterly earnings news releases and conference calls
•Calendar of events
•Corporate Governance information.
About CenterWell
CenterWell is a leading healthcare services business focused on creating integrated and differentiated experiences that put our patients at the center of everything we do. The result is high-quality healthcare that is accessible, comprehensive and, most of all, personalized. As the largest provider of senior-focused primary care, a leading provider of home healthcare and a leading integrated home delivery, specialty, hospice and retail pharmacy, CenterWell is focused on whole health and addressing the physical, emotional and social wellness of our patients. CenterWell is part of Humana Inc. Learn more about what we offer at CenterWell.com.
Humana Cautionary Statement
This news release includes forward-looking statements regarding Humana within the meaning of the Private Securities Litigation Reform Act of 1995. When used in investor documents, press releases, filings with the Securities and Exchange Commission, and in oral statements made with the approval of an authorized executive officer, 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.
These forward-looking statements are not guarantees of future performance and are subject to risks, uncertainties, and assumptions, including, among other things, information set forth in the “Risk Factors” section of Humana’s most recent Annual Report on Form 10-K and Quarterly Reports on Form 10-Q filed with the SEC. In making these statements, Humana is not undertaking to address or update each forward-looking statement in future filings or communications regarding its business or results, and
3
is not undertaking to address how any of these factors may have caused results to differ from discussions or information contained in previous filings or communications.
In light of these risks, uncertainties, and assumptions, the forward-looking events discussed herein might not occur. There also may be other risks that Humana is unable to predict at this time. Any of these risks and uncertainties may cause Humana’s actual results to differ materially from the results discussed in the forward-looking statements. Humana cautions investors against relying on forward-looking statements as they are subject to numerous risks and uncertainties that may change at any time. Humana undertakes no obligation to publicly revise or update these forward-looking statements, whether as a result of new information, future events, or otherwise.
###
4