Humana Inc. (HUM) director details share disposition and deferred RSUs

Rhea-AI Filing Summary

Humana Inc. director Wayne A. I. Frederick reported equity transactions in Humana common stock. The filing shows a disposition of 440 shares of Humana common stock in Table I.

In Table II, he acquired 766 restricted stock units on 01/02/2026 and 35 restricted stock units on 12/31/2025, each tied to Humana common stock. Following these transactions, he directly beneficially owned 3,174 restricted stock units from the first line and 73 from the second.

According to the footnotes, the larger grant represents an annual director’s fee payable in stock units under Humana’s 2019 Amended & Restated Plan, while the smaller amount reflects dividends reinvested into stock units. Both types of units are deferred until he resigns as a director, when they will be settled in Humana common stock on a one-for-one basis.

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^*

Frederick Wayne A.I.

(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)
12/31/2025

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								440	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)	01/02/2026		A		766		(1)	(1)	Humana Common	766	$0	3,174(1)	D
Restricted Stock Units(2)	(2)	12/31/2025		A		35		(2)	(2)	Humana Common	35	$258.8675	73	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 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).

	Wayne A.I. Frederick	01/05/2026
	** Signature of Reporting Person	Date
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FAQ

What insider transaction did Humana Inc. (HUM) report for Wayne A. I. Frederick?

The filing shows that director Wayne A. I. Frederick reported a disposition of 440 shares of Humana common stock in Table I, along with changes in his restricted stock unit holdings in Table II.

How many restricted stock units did Humana Inc. (HUM) director Wayne A. I. Frederick acquire?

He acquired 766 restricted stock units on 01/02/2026 and 35 restricted stock units on 12/31/2025, each representing a contingent right to receive shares of Humana common stock.

What was Wayne A. I. Frederick’s restricted stock unit balance after the reported Humana (HUM) transactions?

After the transactions, one line of Table II shows 3,174 restricted stock units beneficially owned directly, and another line shows 73 restricted stock units beneficially owned directly.

How are Humana Inc. (HUM) director fees structured for Wayne A. I. Frederick?

The filing states that his annual director’s fee is payable in stock units that have been deferred at his election until his resignation as a director, at which time the stock units will be settled in Humana Inc. common stock on a 1-for-1 basis.

What is the nature of the dividend-related stock units reported for Humana Inc. (HUM)?

One footnote explains that a portion of the units represents director’s dividend payments reinvested into stock units on vested and deferred stock units, also deferred until resignation and payable in Humana common stock on a 1-for-1 basis.

Under what plan were Humana Inc. (HUM) restricted stock units granted to Wayne A. I. Frederick?

The filing notes that the 766 restricted stock units are granted under Humana’s 2019 Amended & Restated Plan and represent a contingent right to receive one share of Humana Inc. common stock per unit.