HUM Form 4: Director Kurt Hilzinger Adds 364 Restricted Stock Units
Rhea-AI Filing Summary
Kurt J. Hilzinger, a director of Humana Inc. (HUM), reported changes in beneficial ownership on Form 4. The filing shows previously held Humana common shares and restricted stock units (RSUs) that are deferred and payable 1-for-1 in common stock upon his resignation as a director. The report records 24,034 RSUs and 2,753 deferred dividend stock units previously held, and a transaction on 09/30/2025 acquiring 364 RSUs at a price of $257.7925, resulting in 15,408 shares reported as beneficially owned following the transaction. Explanations state these RSUs arise from annual director fees, dividend reinvestment, and an elected conversion of cash fees into stock units, all deferred under the company plan and claimed exempt under Rule 16(b)-3.
Positive
- Director compensation converted into equity through RSUs, aligning director interests with shareholders via deferred stock units payable 1-for-1 in common stock
- Clear disclosure of amounts and exemption basis (Rule 16(b)-3) with specific transaction detail: 364 RSUs acquired at $257.7925 on 09/30/2025
Negative
- None.
Insights
TL;DR: Routine director compensation deferrals reported; no unusual trading or material disposition indicated.
The Form 4 documents standard director remuneration elections: annual fees, dividend reinvestment, and conversion of cash fees into restricted stock units deferred under Humana's plan. The acquisition of 364 RSUs at $257.7925 appears to reflect an elective deferral rather than open-market trading. These transactions are exempted under Rule 16(b)-3, which is consistent with standard insider compensation administration and presents limited immediate governance or liquidity implications for investors.
TL;DR: Non-material insider share movement; changes arise from compensation mechanics, not a market-directional trade.
The filing lists aggregated RSUs and deferred dividend units and records the addition of 364 RSUs on 09/30/2025 at $257.7925. The reported holdings and mechanistic deferrals do not indicate disposal of significant common stock or a change in control. For investors, this is a routine disclosure of director compensation converted into equity units under the company's plan.
Insider Trade Summary
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Grant/Award | Restricted Stock Units | 364 | $257.7925 | $94K |
| holding | Restricted Stock Units | -- | -- | -- |
| holding | Restricted Stock Units | -- | -- | -- |
| holding | Humana Common | -- | -- | -- |
Footnotes (3)
- F1. 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 1-for-1 basis, exempt pursuant to Rule 16(b)-3(d)(1). Includes 783 restricted stock units which represent a contingent right to receive one share of Humana Inc. common stock, exempt under Rule 16b-3(d)(1)&(3) under the Company's 2019 Amended & Restated Plan.
- F2. 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).
- F3. Director's cash fee elected to be converted into stock units, deferred at the election of the Reporting Person during a designated enrollment period in the year preceding the reported transactions. Stock units will be payable in Humana Inc. common stock on a 1-for-1basis, exempt pursuant to Rule 16(b)-3(d)(1), per the Director's election.
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