Humana (NYSE: HUM) CLO exercises stock options and disposes shares for tax

Rhea-AI Filing Summary

Humana Inc.'s Chief Legal Officer Joseph C. Ventura exercised stock options for 1,035 shares of Humana common stock on February 24, 2026, increasing his directly held stake to 17,565 shares. On the same day, 478 shares were disposed of at $177.075 per share to satisfy tax liabilities on performance stock units that vested on February 24, 2026, with no value received by him in return. Footnotes also note outstanding stock options granted under Humana’s 2019 Amended & Restated Stock Incentive Plan and that his direct holdings include 6,250 restricted stock units and performance stock units scheduled to vest on February 24, 2026.

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

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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^*

Ventura Joseph C

(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 Legal Officer

3. Date of Earliest Transaction (Month/Day/Year)
02/24/2026

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	02/24/2026		M		1,035(8)	A	$0	17,565	D
Humana Common	02/24/2026		F		478(9)	D	$177.075	17,087(7)	D
Humana Common								289	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)	$350.7875							(2)	02/24/2027	Humana Common	4,656		4,656	D
Options(3)	$376.61							(3)	02/22/2028	Humana Common	4,598		4,598	D
Options(4)	$425.055							(4)	02/21/2029	Humana Common	3,932		3,932	D
Options(5)	$510.2425							(5)	02/24/2030	Humana Common	4,162		4,162	D
Options(6)	$367.21							(6)	02/21/2031	Humana Common	6,572		6,572	D

Explanation of Responses:

1. Shares held for the benefit of reporting person as of January 31, 2026 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 02/24/2020, vesting in three annual increments from 2/24/21 to 2/24/23.

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 02/22/2021, vesting in three annual increments from 2/22/22 to 2/22/24.

4. Right to buy pursuant to Company's 2019 Amended & Restated Stock Incentive Plan. Incentive and Non-Qualified stock options granted to reporting person on 02/21/2022, vesting in three annual increments from 2/21/23 to 2/21/25.

5. 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.

6. 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.

7. Includes 6,250 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.

8. Includes Performance Stock Units not required to be reported until vest on 2/24/26.

9. Shares disposed of represent payment for tax liability on performance stock units vested on 2/24/26. No value was received in return.

	Joseph C. Ventura	02/26/2026
	** 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 HUM Chief Legal Officer Joseph Ventura report?

Joseph Ventura reported exercising stock options for 1,035 Humana shares and disposing of 478 shares to cover tax liabilities tied to vested performance stock units, with no value received in return, leaving him with 17,087 directly held shares afterward.

Did the HUM insider Form 4 indicate an open-market sale of Humana shares?

The Form 4 shows a tax-withholding disposition of 478 Humana shares at $177.075 per share to pay tax on vested performance stock units. Footnotes specify this was for tax liability, and the reporting person received no value in return.

How many Humana shares does Joseph Ventura directly hold after these transactions?

After exercising options and the related tax share disposition, Joseph Ventura directly holds 17,087 Humana common shares. This figure reflects the option exercise of 1,035 shares and the disposal of 478 shares to satisfy tax obligations on vested performance stock units.

What is the nature of the stock options involved in Ventura’s HUM Form 4 filing?

The options are rights to buy Humana shares under the 2019 Amended & Restated Stock Incentive Plan. Footnotes describe multiple option grants between 2020 and 2024, each vesting in three annual increments over specified vesting periods through February 2027.

What restricted and performance stock units are disclosed for HUM insider Joseph Ventura?

Ventura’s holdings include 6,250 restricted stock units, each representing a contingent right to one Humana share under the 2019 plan. Footnotes also state his position includes performance stock units that are not required to be reported until they vest on February 24, 2026.