Humana (NYSE: HUM) completes $1.0B 6.625% junior subordinated notes sale

Q: What did Humana (HUM) announce in its latest 8-K about new notes?

Humana disclosed a public offering of $1.0 billion in 6.625% fixed-to-fixed rate junior subordinated notes due 2056 . The notes were sold at 100% of principal under an effective shelf registration, with major investment banks acting as joint book-running managers.

Q: What are the key terms of Humana’s 6.625% junior subordinated notes due 2056?

The notes carry a 6.625% annual interest rate until September 15, 2031 , then reset every five years to the Five-year U.S. Treasury Rate plus 2.891%, with a 6.625% floor. They mature on September 15, 2056 and are unsecured junior subordinated obligations.

Q: How much net proceeds will Humana receive from the junior subordinated notes?

Humana expects net proceeds of approximately $986 million from the $1.0 billion junior subordinated notes offering. This figure is after underwriting discounts and estimated offering expenses, providing substantial new long-term capital to the company’s balance sheet.

Q: How does Humana plan to use the proceeds from the $1.0 billion notes offering?

Humana intends to use the approximately $986 million in net proceeds for general corporate purposes . These purposes may include repaying existing indebtedness, such as borrowings under its commercial paper program, potentially extending debt maturities and adjusting its funding mix.

Q: How often will Humana pay interest on its new junior subordinated notes?

Interest on the junior subordinated notes will be paid semiannually on March 15 and September 15, starting September 15, 2026. The company also has the option, if no event of default exists, to defer interest payments for up to 10 consecutive years.

Q: Where do Humana’s new junior subordinated notes rank in its capital structure?

The new securities are unsecured subordinated obligations of Humana. They are junior in right of payment to all of Humana’s senior indebtedness, effectively junior to any future secured debt, and structurally subordinated to indebtedness and other liabilities of its subsidiaries.

Filing Impact

(High)

Filing Sentiment

(Neutral)

Form Type

8-K

Rhea-AI Filing Summary

Humana Inc. completed a public offering of $1.0 billion aggregate principal amount of 6.625% fixed-to-fixed rate junior subordinated notes due 2056. The notes were sold at 100% of principal under an effective shelf registration with several major banks as joint bookrunners.

The notes pay interest at 6.625% annually until September 15, 2031, then reset every five years to the Five-year U.S. Treasury Rate plus 2.891%, with a floor of 6.625%. Interest is payable each March 15 and September 15, and Humana may defer interest for up to 10 consecutive years if no event of default exists. The securities are unsecured and junior to Humana’s senior indebtedness, effectively junior to secured debt and subsidiary liabilities. Humana expects net proceeds of about $986 million, to be used for general corporate purposes, including potential repayment of existing debt and commercial paper.

Insights

Humana adds $1.0B long-dated hybrid-like debt, modestly increasing leverage but enhancing funding flexibility.

Humana issued $1.0 billion of junior subordinated notes due 2056 at a fixed 6.625% coupon initially, resetting every five years after September 15, 2031. These are unsecured, deeply subordinated obligations, ranking below all senior indebtedness and structurally below subsidiary liabilities.

The structure includes an option to defer interest for up to 10 consecutive years, so long as no event of default has occurred. This feature gives Humana flexibility to manage cash flows under stress, but it also makes the notes more equity-like from a risk perspective than traditional senior bonds.

Net proceeds are expected to be about $986 million, earmarked for general corporate purposes, which may include repaying existing indebtedness and commercial paper. The actual impact on leverage and interest expense will depend on how much higher-cost or shorter-term debt is retired, details that will appear in subsequent financial disclosures.

03/09/2026 - 04:22 PM

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): March 9, 2026 (March 5, 2026)

Humana Inc.


(Exact name of registrant as specified in its charter)


Delaware	001-5975	61-0647538
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

101 East Main Street, Louisville, Kentucky 40202

(Address of principal executive offices, and 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 (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
Common Stock	HUM	New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

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 1.01. Entry into a Material Definitive Agreement.

Underwriting Agreement

On March 5, 2026, Humana Inc. (the “Company”) entered into an underwriting agreement (the “Underwriting Agreement”) with Goldman Sachs & Co. LLC, J.P. Morgan Securities LLC, Mizuho Securities USA LLC, Truist Securities, Inc. and Wells Fargo Securities, LLC, as representatives of the several underwriters (together, the “Underwriters”), pursuant to which the Company agreed to issue and sell to the Underwriters $1.0 billion aggregate principal amount of its 6.625% Fixed-to-Fixed Rate Junior Subordinated Notes due 2056 (the “Subordinated Notes”), in accordance with the terms and conditions set forth in the Underwriting Agreement. The Subordinated Notes were sold at a public offering price of 100.000% of the aggregate principal amount thereof.

The sale of the Subordinated Notes has been registered with the Securities and Exchange Commission (the “Commission”) in a registration statement on Form S-3, File No. 333-277734 (the “Registration Statement”), originally filed with the Commission on March 7, 2024, as amended by Post-Effective Amendment No. 1, filed with the Commission on March 5, 2026. The terms of the Subordinated Notes are described in the Company’s Prospectus dated March 7, 2024, as supplemented by a final Prospectus Supplement dated March 5, 2026 as filed with the Commission on March 6, 2026, pursuant to Rule 424(b)(5) under the Securities Act of 1933, as amended.

The Underwriters and their affiliates have performed commercial banking, investment banking, corporate trust and advisory services for the Company from time to time for which they have received customary fees and expenses. The Underwriters and their affiliates may, from time to time, engage in transactions with and perform services for the Company in the ordinary course of their business. In addition, certain affiliates of the Underwriters are lenders under the Company’s revolving credit facility and the Underwriters or their affiliates may hold the Company’s existing senior notes for their own accounts.

The Company estimates that the net proceeds from the sale of the Subordinated Notes, after deducting the Underwriters’ discounts and commissions and estimated offering expenses, will be approximately $986 million. The Company intends to use the net proceeds from the Subordinated Notes offering for general corporate purposes, which may include the repayment of existing indebtedness, including borrowings under its commercial paper program.

A copy of the Underwriting Agreement is filed as Exhibit 1.1 to this Current Report on Form 8-K and is incorporated by reference herein. The description of the material terms of the Underwriting Agreement is qualified in its entirety by reference to such exhibit.

Indenture and First Supplemental Indenture

On March 9, 2026, the Company completed a public offering of the Subordinated Notes. The Subordinated Notes were issued under an amended and restated indenture dated as of March 5, 2026, by and between the Company and The Bank of New York Mellon Trust Company, N.A., as trustee (the “Trustee”) (the “Original Indenture”), as supplemented by a first supplemental indenture, dated as of March 9, 2026, by and between the Company and the Trustee relating to the Subordinated Notes (the “First Supplemental Indenture” and, together with the Original Indenture, the “Indenture”).

Pursuant to the terms of the Indenture, the Subordinated Notes are unsecured subordinated obligations of the Company and will be subordinate and junior in right of payment, to the extent and in the manner set forth in the Indenture, to all Senior Indebtedness (as defined in the First Supplemental Indenture) of the Company. The

Subordinated Notes will be effectively junior to any of the Company’s future secured indebtedness to the extent of the assets securing that indebtedness, and will be structurally subordinated to any indebtedness and other liabilities of the Company’s subsidiaries. The Subordinated Notes bear interest at an annual rate of 6.625% to, but excluding September 15, 2031, following which such rate will reset in successive five-year periods until maturity at a rate equal to Five-year U.S. Treasury Rate as of the Reset Interest Determination Date (each as defined in the First Supplemental Indenture) plus 2.891%; provided, that any such interest rate will not reset below 6.625%. Interest on the Subordinated Notes is payable by the Company on March 15 and September 15 of each year, beginning on September 15, 2026; provided that, so long as no event of default with respect to the Subordinated Notes has occurred and is continuing, the Company may, at its option and on one or more occasions, defer payment of all or part of the current and accrued interest otherwise due on the junior subordinated notes for a period of up to 10 consecutive years. The Subordinated Notes mature on September 15, 2056.

A copy of the Original Indenture is filed as Exhibit 4.1 to this Current Report on Form 8-K and is incorporated by reference herein. A copy of the First Supplemental Indenture is filed as Exhibit 4.2 to this Current Report on Form 8-K and is incorporated by reference herein. The form of Subordinated Notes is filed as Exhibit 4.3 to this Current Report on Form 8-K and is incorporated by reference herein. The descriptions of the material terms of the Original Indenture, the First Supplemental Indenture and the Subordinated Notes are qualified in their entirety by reference to such exhibits. In addition, the legal opinion of Fried, Frank, Harris, Shriver & Jacobson LLP related to the Subordinated Notes is filed as Exhibit 5.1 to this Current Report on Form 8-K and is incorporated herein by reference.

The Trustee has also been appointed registrar and paying agent with regard to the Subordinated Notes. An affiliate of the Trustee is also a lender under the Company’s revolving credit facility.

Item 2.03. Creation of a Direct Financial Obligation or an Obligation Under an Off-Balance Sheet Arrangement of a Registrant.

The information required by Item 2.03 contained under the heading “Indenture and First Supplemental Indenture” in Item 1.01 of this Current Report on Form 8-K is incorporated herein by reference.

Item. 8.01. Other Events.

The Company issued press releases announcing the pricing and closing of the offering of the Subordinated Notes, which are attached as Exhibits 99.1 and 99.2, respectively, to this Current Report on Form 8-K and are hereby incorporated by reference herein.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits:


Exhibit No.						Description
1.1						Underwriting Agreement, dated March 5, 2026, among the Company and Goldman Sachs & Co. LLC, J.P. Morgan Securities LLC, Mizuho Securities USA LLC, Truist Securities, Inc. and Wells Fargo Securities, LLC, as representatives of the several underwriters.
4.1						Amended and Restated Indenture, dated as of March 5, 2026, by and between the Company and The Bank of New York, as trustee (incorporated herein by reference to Exhibit 4.24 to the Company’s Post-Effective Amendment No. 1 to the Registration Statement on Form S-3ASR, File No. 333-277734, filed on March 5, 2026).
4.2						First Supplemental Indenture, dated March 9, 2026, between the Company and The Bank of New York Mellon Trust Company, N.A., as trustee.
4.3						Form of 6.625% Subordinated Notes due 2056.
5.1						Opinion of Fried, Frank, Harris, Shriver & Jacobson LLP.
23.1						Consent of Fried, Frank, Harris, Shriver & Jacobson LLP (included in Exhibit 5.1).
99.1						Press Release, dated March 5, 2026, issued by the Company.
99.2						Press Release, dated March 9, 2026, issued by the Company.
104						Cover Page Interactive Data File (embedded within the Inline XBRL document).

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 and Controller
						(Principal Accounting Officer)

Dated: March 9, 2026

Exhibit 99.1

news release

Humana Inc.

101 East Main Street

Louisville, KY 40202

Humana Prices $1.0 Billion Fixed-to-Fixed Rate Junior Subordinated Notes Offering

Louisville, KY – March 5, 2026 - Humana Inc. (the “company”) (NYSE: HUM) announced today that it has priced a public offering of $1.0 billion in aggregate principal amount of fixed-to-fixed rate junior subordinated notes due 2056, at 100.000 percent of the principal amount (the “Junior Subordinated Notes Offering”). The Junior Subordinated Notes Offering is expected to close on March 9, 2026, subject to the satisfaction of customary closing conditions.

The company expects net proceeds from the Junior Subordinated Notes Offering will be approximately $986 million after deducting underwriters’ discounts and estimated offering expenses. The company intends to use the net proceeds from the Junior Subordinated Notes Offering for general corporate purposes, which may include the repayment of existing indebtedness, including borrowings under its commercial paper program.

Goldman Sachs & Co. LLC, J.P. Morgan Securities LLC, Mizuho Securities USA LLC, Truist Securities, Inc. and Wells Fargo Securities, LLC are acting as active joint book-running managers for the Junior Subordinated Notes Offering.

The Junior Subordinated Notes Offering is being made pursuant to an effective shelf registration statement (including a base prospectus) filed with the Securities and Exchange Commission (the “SEC”). The Junior Subordinated Notes Offering may be made only by means of a prospectus and related prospectus supplement, copies of which may be obtained by contacting Goldman Sachs & Co. LLC toll-free at +1-866-471-2526; J.P. Morgan Securities LLC by email at prospectus-eq_fi@jpmchase.com or postsalemanualrequests@broadridge.com; Mizuho Securities USA LLC toll-free at +1-866-271-7403; Truist Securities, Inc toll-free at +1-800-685-4786; or Wells Fargo Securities, LLC toll-free at +1-800-645-3751. An electronic copy of the registration statement and prospectus supplement, together with the base prospectus, is available on the SEC’s website at www.sec.gov.

This news release does not constitute an offer to sell or a solicitation of an offer to buy the securities described herein, nor shall there be any sale of these securities in any state or jurisdiction in which such an offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction.

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 presentations, press releases, SEC filings, and in oral statements made by or with the approval of one of Humana’s executive officers, the words or phrases like “expects,” “believes,” “anticipates,” “assumes,” “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 the company’s SEC filings, a summary of which includes but is not limited to the following:

•If Humana does not design and price its products properly and competitively, if the premiums Humana receives are insufficient to cover the cost of healthcare services delivered to its members, if the company is unable to

implement clinical initiatives to provide a better healthcare experience for its members, lower costs and appropriately document the risk profile of its members, or if its estimates of benefits expense are inadequate, Humana’s profitability could be materially adversely affected. Humana estimates the costs of its benefit expense payments, and designs and prices its products accordingly, using actuarial methods and assumptions based upon, among other relevant factors, claim payment patterns, medical cost inflation, and historical developments such as claim inventory levels and claim receipt patterns. The company continually reviews estimates of future payments relating to benefit expenses for services incurred in the current and prior periods and makes necessary adjustments to its reserves, including premium deficiency reserves, where appropriate. These estimates involve extensive judgment, and have considerable inherent variability because they are extremely sensitive to changes in claim payment patterns and medical cost trends. Accordingly, Humana’s reserves may be insufficient.

•If Humana fails to effectively implement its operational and strategic initiatives, including its Medicare initiatives, which are of particular importance given the concentration of the company’s revenues in these products, state-based contract strategy, the growth of its CenterWell business, and its integrated care delivery model, the company’s business may be materially adversely affected.

•The number of Humana’s Medicare Advantage plans rated 4-star or higher significantly declined in 2025. Humana filed a lawsuit seeking to set aside and vacate the 2025 Star Ratings of its Medicare Advantage plans, and on October 14, 2025, the Court issued a decision rejecting Humana’s challenge. Although the company has appealed that decision, there can be no assurances that it will ultimately prevail in the lawsuit. If the company is not successful, the decline in Star Ratings will negatively impact its 2026 quality bonus payments from Centers for Medicare and Medicaid Services (“CMS”) and may also significantly adversely affect the company’s revenues, operating results, and cash flows. In addition, there can be no assurances the company will be successful in maintaining or improving its Star Ratings in future years.

•If Humana, or the third-party service providers on which it relies, fails to properly maintain the integrity of its data, to strategically maintain existing or implement new information systems (including systems powered by or incorporating artificial intelligence (AI) or machine learning (ML)), or to protect Humana’s proprietary rights to its systems, or to defend against cyber-security attacks, contain such attacks when they occur, or prevent other privacy or data security incidents that result in security breaches that disrupt the company’s operations or in the unintentional dissemination of sensitive personal information or proprietary or confidential information, the company’s business may be materially adversely affected.

•Humana is involved in various legal actions, or disputes that could lead to legal actions (such as, among other things, provider contract disputes and qui tam litigation brought by individuals on behalf of the government), governmental and internal investigations, and routine internal review of business processes any of which, if resolved unfavorably to the company, could result in substantial monetary damages or changes in its business practices. Increased litigation and negative publicity could also increase the company’s cost of doing business.

•As a government contractor, Humana is exposed to risks that may materially adversely affect its business or its willingness or ability to participate in government healthcare programs including, among other things, loss of material government contracts; governmental audits and investigations; potential inadequacy of government determined payment rates; potential restrictions on profitability, including by comparison of profitability of the company’s Medicare Advantage business to non-Medicare Advantage business; or other changes in the governmental programs in which Humana participates. Changes to the risk-adjustment model utilized by CMS to adjust premiums paid to Medicare Advantage plans or retrospective recovery by CMS of previously paid premiums as a result of the final rule related to the risk adjustment data validation audit methodology published by CMS on January 30, 2023 (Final RADV Rule), which Humana believes fails to address adequately the statutory requirement of actuarial equivalence and violates the Administrative Procedure Act due to its failure to include a “Fee for Service Adjuster” could have a material adverse effect on the company’s operating results, financial position and cash flows.

•Humana’s business activities are subject to substantial government regulation. New laws or regulations, or legislative, judicial, or regulatory changes in existing laws or regulations or their manner of application could increase the company’s cost of doing business and have a material adverse effect on Humana’s results of operations (including restricting revenue, enrollment and premium growth in certain products and market segments, restricting the company’s ability to expand into new markets, increasing the company’s medical and operating costs by, among other things, requiring a minimum benefit ratio on insured products, lowering the company’s Medicare payment rates and increasing the company’s expenses associated with a non-deductible

health insurance industry fee and other assessments); the company’s financial position (including the company’s ability to maintain the value of its goodwill); and the company’s cash flows.

•Humana’s failure to manage acquisitions, divestitures and other significant transactions successfully may have a material adverse effect on the company’s results of operations, financial position, and cash flows.

•If Humana fails to develop and maintain satisfactory relationships with the providers of care to its members, the company’s business may be adversely affected.

•Humana faces significant competition in attracting and retaining talented employees. Further, managing succession for, and retention of, key executives is critical to the company’s success, and its failure to do so could adversely affect the company’s businesses, operating results and/or future performance.

•Humana’s pharmacy business is highly competitive and subjects it to regulations and supply chain risks in addition to those the company faces with its core health benefits businesses.

•Changes in the prescription drug industry pricing benchmarks may adversely affect Humana’s financial performance.

•Humana’s ability to obtain funds from certain of its licensed subsidiaries is restricted by state insurance regulations.

•Downgrades in Humana’s debt ratings, should they occur, may adversely affect its business, results of operations, and financial condition.

•Volatility or disruption in the securities and credit markets may significantly and adversely affect the value of Humana’s investment portfolio and the investment income that Humana derives from this portfolio.

In making forward-looking statements, Humana is not undertaking to address or update them in future filings or communications regarding its business or results. In light of these risks, uncertainties, and assumptions, the forward-looking events discussed herein may or may not occur. There also may be other risks that the company is unable to predict at this time. Any of these risks and uncertainties may cause actual results to differ materially from the results discussed in the forward-looking statements.

Humana advises investors to read the Form 10-K for the year ended December 31, 2025 as filed by the company with the SEC for further discussion both of the risks it faces and its historical performance.

About Humana

Humana Inc. is committed to putting health first – for our teammates, our customers, and our company. Through our Humana insurance services, and our CenterWell health care 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, Medicaid, families, individuals, military service personnel, and communities at large.



Lisa Stoner
Humana Investor Relations
502-580-2652
e-mail: lstamper@humana.com

Mark Taylor
Humana Corporate Communications
317-753-0345
e-mail: mtaylor108@humana.com

Exhibit 99.2


news release			Humana Inc. 101 East Main Street Louisville, KY 40202

Humana Completes Aggregate $1.0 Billion Fixed-to-Fixed Rate Junior Subordinated Notes Offering

Louisville, KY - March 9, 2026 - Humana Inc. (the “company”) (NYSE: HUM) announced today the completion of its public offering of $1.0 billion in aggregate principal amount of fixed-to-fixed rate junior subordinated notes due 2056, at 6.625 percent of the principal amount (the “Junior Subordinated Notes Offering”).

Goldman Sachs & Co. LLC, J.P. Morgan Securities LLC, Mizuho Securities USA LLC, Truist Securities, Inc. and Wells Fargo Securities, LLC acted as active joint book-running managers for the Junior Subordinated Notes Offering.

The Junior Subordinated Notes Offering was made pursuant to an effective shelf registration statement (including a base prospectus) filed with the Securities and Exchange Commission (the “SEC”). The Junior Subordinated Notes Offering was made by means of a prospectus and related prospectus supplement, copies of which may be obtained by contacting Goldman Sachs & Co. LLC toll-free at +1-866-471-2526; J.P. Morgan Securities LLC by email at prospectus-eq_fi@jpmchase.com or postsalemanualrequests@broadridge.com; Mizuho Securities USA LLC toll-free at +1-866-271-7403; Truist Securities, Inc toll-free at +1-800-685-4786; or Wells Fargo Securities, LLC toll-free at +1-800-645-3751. An electronic copy of the registration statement and prospectus supplement, together with the base prospectus, is available on the SEC’s website at www.sec.gov.

Cautionary Statement

unable to implement clinical initiatives to provide a better healthcare experience for its members, lower costs and appropriately document the risk profile of its members, or if its estimates of benefits expense are inadequate, Humana’s profitability could be materially adversely affected. Humana estimates the costs of its benefit expense payments, and designs and prices its products accordingly, using actuarial methods and assumptions based upon, among other relevant factors, claim payment patterns, medical cost inflation, and historical developments such as claim inventory levels and claim receipt patterns. The company continually reviews estimates of future payments relating to benefit expenses for services incurred in the current and prior periods and makes necessary adjustments to its reserves, including premium deficiency reserves, where appropriate. These estimates involve extensive judgment, and have considerable inherent variability because they are extremely sensitive to changes in claim payment patterns and medical cost trends. Accordingly, Humana’s reserves may be insufficient.

CMS of previously paid premiums as a result of the final rule related to the risk adjustment data validation audit methodology published by CMS on January 30, 2023 (Final RADV Rule), which Humana believes fails to address adequately the statutory requirement of actuarial equivalence and violates the Administrative Procedure Act due to its failure to include a “Fee for Service Adjuster” could have a material adverse effect on the company’s operating results, financial position and cash flows.

•If Humana fails to develop and maintain satisfactory relationships with the providers of care to its members, the company’s business may be adversely affected.

•Humana’s pharmacy business is highly competitive and subjects it to regulations and supply chain risks in addition to those the company faces with its core health benefits businesses.

•Changes in the prescription drug industry pricing benchmarks may adversely affect Humana’s financial performance.

•Humana’s ability to obtain funds from certain of its licensed subsidiaries is restricted by state insurance regulations.

•Downgrades in Humana’s debt ratings, should they occur, may adversely affect its business, results of operations, and financial condition.

About Humana

Humana Inc. is a leading U.S. healthcare company. Through our Humana insurance services, and our CenterWell health care 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, Medicaid, families, individuals, military service personnel, and communities at large.

Lisa Stoner

Humana Investor Relations

502-580-2652

e-mail: lstamper@humana.com

Mark Taylor

Humana Corporate Communications

317-753-0345

e-mail: mtaylor108@humana.com

Source: View Original Filing on SEC EDGAR

FAQ

What did Humana (HUM) announce in its latest 8-K about new notes?

Humana disclosed a public offering of $1.0 billion in 6.625% fixed-to-fixed rate junior subordinated notes due 2056. The notes were sold at 100% of principal under an effective shelf registration, with major investment banks acting as joint book-running managers.

What are the key terms of Humana’s 6.625% junior subordinated notes due 2056?

The notes carry a 6.625% annual interest rate until September 15, 2031, then reset every five years to the Five-year U.S. Treasury Rate plus 2.891%, with a 6.625% floor. They mature on September 15, 2056 and are unsecured junior subordinated obligations.

How much net proceeds will Humana receive from the junior subordinated notes?

Humana expects net proceeds of approximately $986 million from the $1.0 billion junior subordinated notes offering. This figure is after underwriting discounts and estimated offering expenses, providing substantial new long-term capital to the company’s balance sheet.

How does Humana plan to use the proceeds from the $1.0 billion notes offering?

Humana intends to use the approximately $986 million in net proceeds for general corporate purposes. These purposes may include repaying existing indebtedness, such as borrowings under its commercial paper program, potentially extending debt maturities and adjusting its funding mix.

How often will Humana pay interest on its new junior subordinated notes?

Interest on the junior subordinated notes will be paid semiannually on March 15 and September 15, starting September 15, 2026. The company also has the option, if no event of default exists, to defer interest payments for up to 10 consecutive years.

Where do Humana’s new junior subordinated notes rank in its capital structure?

The new securities are unsecured subordinated obligations of Humana. They are junior in right of payment to all of Humana’s senior indebtedness, effectively junior to any future secured debt, and structurally subordinated to indebtedness and other liabilities of its subsidiaries.

Filing Exhibits & Attachments

10 documents

Humana (NYSE: HUM) completes $1.0B 6.625% junior subordinated notes sale

Rhea-AI Filing Summary

Positive

Negative

Insights

FAQ

What did Humana (HUM) announce in its latest 8-K about new notes?

What are the key terms of Humana’s 6.625% junior subordinated notes due 2056?

How much net proceeds will Humana receive from the junior subordinated notes?

How does Humana plan to use the proceeds from the $1.0 billion notes offering?

How often will Humana pay interest on its new junior subordinated notes?

Where do Humana’s new junior subordinated notes rank in its capital structure?

Filing Exhibits & Attachments

Press Releases

Other Documents

NYSE:HUM

HUM Rankings

HUM Latest News

HUM Latest SEC Filings

HUM Stock Data

Trending News

Humana (NYSE: HUM) completes $1.0B 6.625% junior subordinated notes sale

Rhea-AI Filing Summary

Positive

Negative

Insights

Credit and capital structure analyst neutral

FAQ

What did Humana (HUM) announce in its latest 8-K about new notes?

What are the key terms of Humana’s 6.625% junior subordinated notes due 2056?

How much net proceeds will Humana receive from the junior subordinated notes?

How does Humana plan to use the proceeds from the $1.0 billion notes offering?

How often will Humana pay interest on its new junior subordinated notes?

Where do Humana’s new junior subordinated notes rank in its capital structure?

Filing Exhibits & Attachments

Press Releases

Other Documents

NYSE:HUM

HUM Rankings

HUM Latest News

HUM Latest SEC Filings

HUM Stock Data