HUM insider filing: Feinberg sells 441 shares, defers fees into 1,593 RSUs

Rhea-AI Filing Summary

David T. Feinberg, a director of Humana Inc. (HUM), reported changes in his beneficial ownership on a Form 4 covering transactions dated 09/30/2025. The filing shows a disposition of 441 shares of Humana common stock. It also reports holdings and movements in restricted stock units: 1,593 restricted stock units described as annual director fees deferred, an acquisition of 69 restricted stock units at a reported price of $257.7925, and 17 additional shares/units. The director elected to defer cash fees and dividend payments into stock units, which will be paid 1-for-1 in common stock upon his resignation.

Positive

• Director elected to defer cash fees and dividends into stock units, which increases alignment with shareholders
• Restricted stock units are payable 1-for-1 in common stock, preserving economic alignment over time

Negative

• Disposition of 441 shares was reported, representing an insider sale of company stock

Insights

Financial Analyst

TL;DR: Routine director compensation elections and a modest sale; neutral for Humana's capital structure.

The Form 4 indicates an ordinary director activity: conversion of cash fees and dividends into deferred restricted stock units and a separate sale of 441 shares on 09/30/2025. The reported acquisition of 69 restricted stock units at $257.7925 reflects standard director compensation mechanics rather than operational or financial shifts. Overall, these transactions are small relative to company market capitalization and do not signal a material change in insider alignment with shareholders.

Corporate Governance Expert

TL;DR: Director is using election options to defer compensation into equity; governance signal is alignment rather than divestiture.

The filing explicitly notes that annual director fees, elected cash fees, and reinvested dividends were deferred into stock units payable 1-for-1 in common stock upon resignation. Such elections are common governance practices to align director incentives with shareholder outcomes. The separate reported disposition of 441 shares is disclosed as required but is not presented as linked to any change in director role or company policy.

Insider Trade Summary

4 transactions reported

Mixed 4 txns

Insider Feinberg David T

Role Director

Type	Security	Shares	Price	Value
Grant/Award	Restricted Stock Units	69	$257.7925	$18K
holding	Restricted Stock Units	--	--	--
holding	Restricted Stock Units	--	--	--
holding	Humana Common	--	--	--

Holdings After Transaction: Restricted Stock Units — 638 shares (Direct); Humana Common — 441 shares (Direct)

Footnotes (1)

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 783 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. Director's cash fee elected to be converted into stock units, deferred at the election of the Reporting Person. 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), per the Director's election. Director's dividend payment reinvested into stock units on vested and deferred stock units, deferred in accordance with the Plan. Per the Director's election, deferred dividend 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).

Form 4 Insider Transactions: What Each Field Means →

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

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

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^*

Feinberg David T

(Last) (First) (Middle)

HUMANA INC.

500 W. MAIN ST

(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								441	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	1,593		1,593(1)	D
Restricted Stock Units(2)	(2)	09/30/2025		A		69		(2)	(2)	Humana Common	69	$257.7925	638	D
Restricted Stock Units(3)	(3)							(3)	(3)	Humana Common	17		17	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 783 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 cash fee elected to be converted into stock units, deferred at the election of the Reporting Person. 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), per the Director's election.

3. Director's dividend payment reinvested into stock units on vested and deferred stock units, deferred in accordance with the Plan. Per the Director's election, deferred dividend 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).

	David T. Feinberg	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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

FAQ

What transactions did the HUM Form 4 report for David T. Feinberg?

The Form 4 reports a disposition of 441 shares and movements in restricted stock units including 1,593 RSUs, an acquisition of 69 RSUs at $257.7925, and 17 additional shares/units.

When did the reported transactions for HUM occur?

The transactions are dated 09/30/2025, and the Form 4 was signed on 10/02/2025.

Why were restricted stock units issued to the director in the HUM filing?

The filing states the 1,593 RSUs represent annual director fees deferred at the director's election; other RSUs reflect converted cash fees and reinvested dividends, all deferred to be payable 1-for-1 in common stock.

What price is noted for the acquired restricted stock units in the HUM Form 4?

The filing shows an acquisition of 69 restricted stock units at a reported price of $257.7925.

Does the Form 4 indicate any change in the reporting person's role at HUM?

No. The Form 4 lists David T. Feinberg as a Director and does not disclose any change in his relationship to the issuer.