Humana Inc. (HUM) insider details option exercises and tax share sales

Rhea-AI Filing Summary

Humana Inc. officer and President, Insurance, reported insider equity transactions dated 12/15/2025. He acquired 2,106 and 360 shares of Humana common stock at $0 per share through the vesting or exercise of equity awards, then disposed of 830 and 142 shares at $270.155 per share to pay tax liabilities on restricted stock vesting. After these transactions, he beneficially owned 15,459 shares directly and 525 shares indirectly through the Humana Retirement Savings Plan. His holdings also include 4,162 and 6,966 stock options, 9,059 restricted stock units representing contingent rights to receive common shares, and 172 phantom stock units linked to Humana common stock.

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^*

Renaudin George II

(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)

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

3. Date of Earliest Transaction (Month/Day/Year)
12/15/2025

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	12/15/2025		M		2,106	A	$0	16,071	D
Humana Common	12/15/2025		F		830(8)	D	$270.155	15,241	D
Humana Common	12/15/2025		M		360	A	$0	15,601	D
Humana Common	12/15/2025		F		142(8)	D	$270.155	15,459(6)	D
Humana Common								525	I	See Footnote(1)

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
Options(2)	$510.2425							(2)	02/24/2030	Humana Common	4,162		4,162	D
Options(3)	$367.21							(3)	02/21/2031	Humana Common	6,966		6,966	D
Restricted Stock Units(4)	(4)	12/15/2025		M			360	(5)	(5)	Humana Common	360	$0	0	D
Phantom Stock Units(7)	(7)							(7)	(7)	Humana Common	172		172	I	See Footnote(7)

Explanation of Responses:

1. Shares held for the benefit of reporting person as of November 30, 2025 under the Humana Retirement Savings Plan including routine payroll deductions, quarterly dividend allocation, and a routine disposition of shares to fund an administrative fee assessment under a Tax-Conditioned Plan, exempt under Rule 16b-3(c).

2. Right to buy pursuant to Company's 2019 Amended & Restated Stock Incentive Plan. Incentive and Non-Qualified stock options granted to reporting person on 02/24/2023, vesting in three annual increments from 2/24/24 to 2/24/26.

3. Right to buy pursuant to Company's 2019 Amended & Restated Stock Incentive Plan. Incentive and Non-Qualified stock options granted to reporting person on 02/21/2024, vesting in three annual increments from 2/21/25 to 2/21/27.

4. Right to receive one share per restricted stock unit pursuant to the Company's 2019 Amended & Restated Stock Incentive Plan. Each restricted stock unit represents a contingent right to receive one share of Humana Inc. common stock, exempt under Rule 16b-3(d)(1) & (3).

5. Restricted stock units granted to reporting person on 2/24/2023, 33% of the award is vesting on 12/15/23, 12/15/24, and 12/15/25.

6. Includes 9,059 restricted stock units representing 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.

7. Phantom Stock Units held for the benefit of reporting person as of November 30, 2025 based on the value of Humana common stock on a 1-for-1 basis, under the Humana Retirement Equalization Plan. Contributions are made once annually and reported within 2 business days of the contribution date with the transaction code "J". The ending number of units reflects normal fluctuation due to changes in stock price.

8. Shares disposed of represent payment for tax liability on restricted stock vesting on 12/15/25. No value was received in return.

	George Renaudin II	12/17/2025
	** 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 stock transactions did Humana Inc (HUM) report on 12/15/2025?

The Humana Inc. President, Insurance, acquired 2,106 and 360 shares of Humana common stock at $0 per share through equity awards on 12/15/2025. He also disposed of 830 and 142 shares at $270.155 per share to pay tax liabilities related to restricted stock vesting.

How many Humana (HUM) shares does the reporting person own after these transactions?

Following the reported activity, the officer beneficially owned 15,459 shares of Humana common stock directly, which includes 9,059 restricted stock units representing contingent rights to receive shares. He also indirectly held 525 shares through the Humana Retirement Savings Plan and 172 phantom stock units tied to Humana common stock.

What stock options are outstanding for the Humana (HUM) officer in this report?

The officer holds 4,162 stock options with an exercise price of $510.2425 per share expiring on 02/24/2030, and 6,966 stock options with an exercise price of $367.21 per share expiring on 02/21/2031. All are issued under Humana’s 2019 Amended & Restated Stock Incentive Plan.

How were taxes handled on the Humana (HUM) restricted stock vesting?

The report shows 830 shares and 142 shares of Humana common stock disposed of at $270.155 per share. According to the explanation, these shares were used to pay tax liability on restricted stock vesting on 12/15/2025, and no value was received in return.

What equity and retirement plans are referenced for the Humana (HUM) officer?

The transactions and holdings involve Humana’s 2019 Amended & Restated Stock Incentive Plan, under which stock options and restricted stock units were granted. The officer also holds shares in the Humana Retirement Savings Plan and phantom stock units based on Humana common stock in the Humana Retirement Equalization Plan.

What are the phantom stock units mentioned for Humana Inc (HUM)?

The officer holds 172 phantom stock units based on the value of Humana common stock on a 1-for-1 basis under the Humana Retirement Equalization Plan. Contributions are made once annually, and the ending number of units reflects normal fluctuation due to changes in Humana’s stock price.