Every 8-K that Humana Inc. (HUM) has filed with the SEC in the last 24 months is listed below, newest first, and each one links through to the document itself with the summary and the scores our analysis gives it.
A 8-K covers material events a company has to report between its quarterly reports, so if you follow HUM and want that one kind of document rather than the whole filing history, this is the page to keep. The company's other filings, of every form, are on the full HUM filings page.
Humana Inc. (HUM) announced that senior management will meet with investors and analysts between September 1 and September 30, 2026 and plans to reaffirm FY 2026 earnings guidance. The company continues to project at least $6.52 in GAAP diluted EPS and at least $9.00 in Adjusted (non-GAAP) EPS for the year ending December 31, 2026, consistent with guidance issued on July 29, 2026.
A reconciliation shows that Adjusted EPS reflects add-backs for amortization of intangibles, put/call valuation adjustments, value creation initiatives, and impairment charges, partially offset by a cumulative net tax impact. Humana states it does not expect changes to its FY 2026 Adjusted EPS guidance, but GAAP EPS guidance may change as value creation and other strategic initiatives evolve. The company also notes it will not comment on 2027 Medicare Advantage Star Ratings until CMS releases final data in October.
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.
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. reported first quarter 2026 revenue of $39.6 billion, up from $32.1 billion a year earlier, with GAAP diluted EPS of $9.83 versus $10.30 and Adjusted EPS of $10.31 versus $11.58. The Insurance segment benefit ratio was 89.4%, slightly better than guidance of “just under 90%,” while the consolidated operating cost ratio improved to 10.2% (10.0% Adjusted). Operating cash flow rose to $1.25 billion from $331 million. For full-year 2026, Humana cut GAAP EPS guidance to at least $8.36 from $8.89 but reaffirmed Adjusted EPS guidance of at least $9.00 and expects individual Medicare Advantage membership to grow about 25%. The CenterWell segment delivered revenue growth to $6.1 billion but faced higher operating cost ratios as it absorbed recent acquisitions and risk-model changes.
Humana Inc. held its annual shareholder meeting on April 16, 2026, where all ten director nominees were elected to the board. A quorum was present, with 107,941,773 common shares represented by valid proxy.
Shareholders approved the ratification of PricewaterhouseCoopers LLP as independent auditor for the year ending December 31, 2026, supported the non-binding advisory vote on executive compensation, and approved the Humana Inc. 2026 Stock Incentive Plan. A shareholder proposal seeking a shareholder approval requirement for excessive golden parachutes did not pass.
Humana Inc. expanded its Board of Directors from ten to eleven members and elected Robert S. Field as a director, effective immediately following the Company’s 2026 Annual Meeting of Stockholders on April 16, 2026.
The Board determined that Field qualifies as an independent director under New York Stock Exchange standards. He will participate in Humana’s standard director compensation program and receive restricted stock units in connection with his election. Field is Principal and Managing Member of ηMed Capital Management LLC and brings more than two decades of healthcare investment, strategy, and legal experience. His appointment followed a Board-led search process informed by shareholder engagement.
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.
Humana Inc. filed an update stating that senior management will meet with investors and analysts between March 2 and March 31, 2026, and will reaffirm its full-year 2026 earnings guidance. The company continues to project at least $8.89 in diluted GAAP EPS for FY 2026.
Humana also reiterates projected Adjusted (non-GAAP) EPS of at least $9.00 for FY 2026, reflecting adjustments for $0.15 of amortization of identifiable intangibles and a $(0.04) cumulative net tax impact. Management states that Adjusted EPS is used to assess core operations and to inform planning and incentive compensation.
Humana Inc. reported a 4Q25 net loss per share of ($6.61) on a GAAP basis and ($3.96) on an Adjusted basis, reflecting higher medical costs and impairment charges. For FY 2025, GAAP EPS was $9.84 and Adjusted EPS was $17.14, with Adjusted results in line with management expectations. Consolidated FY 2025 revenues reached $129.7 billion on an Adjusted basis, driven by higher Medicare and state-based premiums and growth in state-based contracts and stand-alone PDP membership, partly offset by exiting unprofitable Medicare Advantage plans. The Insurance segment posted a FY 2025 GAAP benefit ratio of 90.4% and an operating cost ratio of 9.1%, while CenterWell revenues grew to $22.5 billion with stable income from operations.
For FY 2026, Humana issued earnings guidance of at least $8.89 GAAP EPS and at least $9.00 Adjusted EPS, a decline from 2025 tied to the Medicare Star Ratings headwind for Bonus Year 2026, net of mitigation. The company expects approximately 25% growth in individual Medicare Advantage membership over 2025 and projects total 2026 consolidated revenues of at least $160 billion, including at least $155 billion in the Insurance segment and at least $25 billion at CenterWell. Management highlights continued expansion in CenterWell Senior Primary Care, with 100,600 additional patients in 2025, and an expanded Medicaid footprint across 13 states, as key strategic growth drivers.
Humana Inc. announced a planned leadership transition in its Insurance segment and reaffirmed its earnings guidance for fiscal 2025. George Renaudin, Insurance Segment President and Enterprise Leadership Team member, plans to retire by the third quarter of 2026 and will continue as a strategic advisor through December 31, 2026, then move to a variable staffing pool role until March 1, 2027. He will receive his current base salary, annual incentive opportunity and benefits while serving as a strategic advisor, and then hourly pay for work performed during the variable staffing period, with no additional special compensation beyond normal equity vesting and standard associate programs. After the variable staffing period, and subject to a release of claims and restrictive covenants, he will receive benefits under the company’s Executive Severance Policy.
The company also announced that Aaron Martin will join in January 2026 as President of Medicare Advantage and an Enterprise Leadership Team member, later becoming Insurance Segment President after Mr. Renaudin’s transition, while John Barger will be promoted to President of Medicare Advantage. Humana reaffirmed fiscal 2025 diluted EPS guidance of approximately $12.26 on a GAAP basis and approximately $17.00 in Adjusted (non-GAAP) EPS. The reconciliation from GAAP to Adjusted EPS includes items such as amortization of identifiable intangibles, put/call valuation adjustments associated with non-consolidating minority interest investments, value creation initiatives, the impact of exiting the employer group commercial products business, litigation settlements, loss on sale of a business, impairment charges and the cumulative net tax impact.
Humana Inc. is reaffirming its full-year 2025 profit outlook as senior management meets with investors and analysts in December 2025. The company continues to project approximately $12.26 in GAAP diluted earnings per share (EPS) and approximately $17.00 in adjusted (non-GAAP) EPS for FY 2025, consistent with guidance issued on November 5, 2025.
The adjusted EPS figure reflects several items added to or subtracted from GAAP EPS, including amortization of identifiable intangibles, put/call valuation adjustments related to minority interest investments, value creation initiatives, the exit of the employer group commercial products business, litigation settlements, loss on sale of a business, impairment charges, and a cumulative net tax impact. Management states that adjusted EPS helps them analyze core operating performance over time and use it for planning and incentive compensation, while emphasizing it should be considered alongside GAAP EPS.
Humana Inc. furnished an 8-K announcing it issued a press release reporting financial results for the quarter ended September 30, 2025, and posted a detailed earnings release on its investor relations website. The company also provided management’s prepared remarks covering the quarter’s performance and expectations for future earnings.
The materials are attached as Exhibits 99.1 (press release), 99.2 (earnings release and statistical pages), and 99.3 (prepared remarks), with Item 2.02 (Results of Operations and Financial Condition) and Item 7.01 (Regulation FD Disclosure) noted in the report.
Humana Inc. reaffirmed its full-year 2025 earnings guidance of approximately $13.77 diluted GAAP EPS and $17.00 adjusted EPS. Management explained that Adjusted EPS is a non-GAAP measure used to present core operating performance alongside GAAP EPS and that a reconciliation is provided in the filing.
The company said it is not satisfied with 2026 Medicare Advantage (MA) Star Ratings but reported tactical operational improvements during the final months of the 2026 measurement period and a strategic, data-driven shift in its Stars program. Humana expects a return to Top Quartile MA Star Ratings for 2027 after incorporating updated thresholds into forecasts and executing a MA contract diversification strategy that it says will materially raise the share of members in contracts rated four stars and above versus the current ~20% level. The company also remains confident in its 2026 Individual MA pricing and benefit design and expects to double individual MA pre-tax margin in 2026 (excluding Stars) and to return to membership growth in 2026.
Humana Inc. filed an update stating that senior management will meet with investors and analysts between September 1 and September 30, 2025, and intends to reaffirm its full-year 2025 guidance. The company continues to project approximately $13.77 in diluted earnings per common share (GAAP EPS) and approximately $17.00 in adjusted earnings per common share (Adjusted EPS) for the year ending December 31, 2025, consistent with guidance issued on July 30, 2025.
Humana explains that Adjusted EPS is a non-GAAP measure used alongside GAAP EPS to evaluate core operating performance and for planning and incentive compensation. For FY 2025, projected GAAP EPS of approximately $13.77 is adjusted by items such as $0.49 of amortization of identifiable intangibles, $3.01 of put/call valuation adjustments on certain minority interest investments, $0.44 related to value creation initiatives, $0.26 of impairment charges, and a cumulative net tax impact of $(0.97), resulting in projected Adjusted EPS of approximately $17.00. The company also notes it will not comment on 2026 Medicare Advantage Star Ratings until CMS releases final data in October.