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

Corporate Governance Expert

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.

Securities Analyst

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.

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).

1. Name and Address of Reporting Person^*

HILZINGER KURT J

(Last) (First) (Middle)

HUMANA INC.

500 W. 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)
09/30/2025

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								19,448	D

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)							(1)	(1)	Humana Common	24,034		24,034(1)	D
Restricted Stock Units(2)	(2)							(2)	(2)	Humana Common	2,753		2,753	D
Restricted Stock Units(3)	(3)	09/30/2025		A		364		(3)	(3)	Humana Common	364	$257.7925	15,408	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 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.

2. 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).

3. 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.

	Kurt J. Hilzinger	10/02/2025
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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FAQ

What did Humana director Kurt J. Hilzinger report on Form 4 (HUM)?

He reported holdings of restricted stock units and deferred dividend units and the acquisition of 364 RSUs on 09/30/2025 at a price of $257.7925.

How many restricted stock units did Hilzinger have before the reported transaction?

The filing lists 24,034 RSUs and 2,753 deferred dividend stock units referenced in the explanations as previously held or vested/deferred units.

What is the nature of the reported RSUs and when are they payable?

The RSUs are director fees and dividend reinvestments deferred at the reporting person's election and are payable in Humana common stock on a 1-for-1 basis upon his resignation as a director.

Is the transaction considered an open-market trade?

No. The filing indicates the units arise from director compensation elections and dividend reinvestment, and the transactions are described as exempt under Rule 16(b)-3.

What ownership total is reported following the transaction?

The Form 4 shows 15,408 shares of Humana common stock reported as beneficially owned following the reported transaction(s).