Humana (NYSE: HUM) director discloses RSU grants and GRAT share holdings

Rhea-AI Filing Summary

Humana Inc. director Frank A. D'Amelio reported new and existing equity holdings in the company. On 01/02/2026, he acquired 766 restricted stock units, which represent a contingent right to receive Humana common stock under the company’s 2019 Amended & Restated Plan. These units, along with other deferred stock units, are generally payable in Humana common stock on a 1-for-1 basis after his resignation as a director.

The filing shows a total of 26,826 restricted stock units held directly after the reported transaction, plus additional deferred stock units from converting director cash fees (2,467 units) and reinvested dividends (318 units). It also notes 20,634 Humana common shares held indirectly in a 2024 Grantor Retained Annuity Trust for which he serves as sole trustee.

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

DAMELIO FRANK A

(Last) (First) (Middle)

HUMANA INC

101 E. MAIN STREET

(Street)

LOUISVILLE KY 40202

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
HUMANA INC [ HUM ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director		10% Owner
	Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
01/02/2026

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Humana Common								20,634(4)	I	See Footnote(4)

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Restricted Stock Units(1)	(1)	01/02/2026		A		766		(1)	(1)	Humana Common	766	$0	26,826(1)	D
Restricted Stock Units(2)	(2)							(2)	(2)	Humana Common	2,467		2,467	D
Restricted Stock Units(3)	(3)							(3)	(3)	Humana Common	318		318	D

Explanation of Responses:

1. Annual Director's fee payable in stock units which have been deferred at the election of the Reporting Person until his resignation of services as a director at which time the stock units will be payable in Humana Inc. common stock on a I-for-I basis, exempt pursuant to Rule 16(b)-3(d)(I). Includes 766 restricted stock units which represent a contingent right to receive one share of Humana Inc. common stock, exempt under Rule I 6b-3(d)(I )&(3) under the Company's 2019 Amended & Restated Plan.

2. Director's cash fee elected to be converted into stock units, deferred at the election of the reporting person until his resignation of services as a director at which time the stock units will be payable in Humana Inc. common stock on a 1-for-1 basis (over a five-year period), exempt pursuant to Rule 16(b)-3(d)(1).

3. Director's dividend payment reinvested into stock units on vested and deferred stock units, deferred in accordance with the Plan until his resignation of services as a director at which time the deferred dividend stock units will be payable in Humana Inc. common stock on a 1-for-1 basis, exempt pursuant to Rule16(b)-3(d).

4. Transferred 20,634 shares into new 2024 Grantor Retained Annuity Trust effective 4/29/24, where reporting person is the sole Trustee.

	Frank A. D'Amelio	01/05/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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FAQ

What insider activity at Humana Inc (HUM) is reported in this Form 4?

The Form 4 reports that director Frank A. D'Amelio acquired 766 restricted stock units on 01/02/2026 and discloses his updated holdings of deferred stock units and indirectly held Humana common shares.

How many restricted stock units does the Humana (HUM) director hold after this transaction?

After the reported transaction, the director holds 26,826 restricted stock units directly, plus additional deferred stock units of 2,467 and 318 units tied to converted director fees and reinvested dividends.

What is the nature of the 766 restricted stock units reported for Humana (HUM)?

The 766 restricted stock units are part of an annual director’s fee payable in stock units, deferred until the director’s resignation, and are payable in Humana Inc. common stock on a 1-for-1 basis under the company’s 2019 Amended & Restated Plan.

How are Humana (HUM) director cash fees treated in this Form 4?

The filing states that the director elected to convert his cash fee into 2,467 stock units, which are deferred until his resignation and then payable in Humana Inc. common stock on a 1-for-1 basis over a five-year period.

What does the Form 4 say about dividend reinvestment for the Humana (HUM) director?

The director’s dividend payments on vested and deferred stock units were reinvested into 318 additional stock units, which are also deferred until his resignation and then payable in Humana Inc. common stock on a 1-for-1 basis.

What indirect Humana (HUM) share ownership is disclosed for the director?

The Form 4 notes that 20,634 Humana common shares were transferred into a 2024 Grantor Retained Annuity Trust effective 04/29/2024, where the reporting person is the sole trustee, and these shares are reported as indirectly owned.