Humana (NYSE: HUM) CFO exercises 7,763 options, uses 4,204 shares for tax

Rhea-AI Filing Summary

Humana Inc. Chief Financial Officer Celeste Mellet exercised 7,763 derivative securities into Humana common stock and then used 4,204 shares to satisfy tax withholding for shares vesting on 2/13/26, receiving no value in return. After these transactions, she directly holds 24,250 shares, including 19,785 restricted stock units.

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^*

Mellet Celeste

(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)

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

3. Date of Earliest Transaction (Month/Day/Year)
02/13/2026

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	02/13/2026		M		7,763	A	$0	28,454	D
Humana Common	02/13/2026		F		4,204(2)	D	$181.4575	24,250(1)	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

Explanation of Responses:

1. Includes 19,785 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.

2. Shares disposed of represent payment of tax liability for shares vesting 2/13/26 in which no value was received in return.

	Celeste Mellet	02/18/2026
	** 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 transactions did Humana (HUM) CFO Celeste Mellet report?

Humana CFO Celeste Mellet reported exercising 7,763 derivative securities into Humana common stock and disposing of 4,204 shares to cover tax liabilities on vesting shares, with no value received in return. Following these transactions, her direct holdings total 24,250 shares.

Did Humana (HUM) CFO Celeste Mellet sell shares for personal gain?

The disposition reported by Humana CFO Celeste Mellet was for tax withholding, not a sale for personal gain. She delivered 4,204 shares to satisfy tax liability on vesting shares, and the filing states she received no value in return for this transaction.

How many Humana (HUM) shares does CFO Celeste Mellet own after the Form 4 transactions?

After the reported Form 4 transactions, Humana CFO Celeste Mellet directly owns 24,250 shares of Humana common stock. This figure includes 19,785 restricted stock units that represent a contingent right to receive one share of Humana Inc. common stock for each unit.

What type of Form 4 transactions did Humana (HUM) CFO Celeste Mellet execute?

Celeste Mellet’s Form 4 for Humana shows an option or derivative exercise coded “M” for 7,763 shares, and a tax-withholding disposition coded “F” for 4,204 shares. The F-code transaction covered tax liabilities for vesting shares and did not provide her additional cash proceeds.

What do the restricted stock units in Humana (HUM) CFO Celeste Mellet’s holdings represent?

The Form 4 notes that 19,785 of Celeste Mellet’s reported holdings are restricted stock units. Each unit represents a contingent right to receive one share of Humana Inc. common stock under the company’s 2019 Amended & Restated Plan, exempt under Rule 16b-3(d)(1)&(3).

At what price were shares used to cover Humana (HUM) CFO Celeste Mellet’s tax liability?

The tax-withholding disposition for Humana CFO Celeste Mellet involved 4,204 shares at a transaction price of $181.4575 per share. According to the footnote, these shares were disposed of to pay tax liability on vesting shares, and she received no value in return.