HUM Form 4: CAO Felter Nets 114 Shares After RSU Vesting

Rhea-AI Filing Summary

Humana Inc. (HUM) Form 4 – insider equity change filed 08-05-2025. SVP & Chief Accounting Officer John-Paul W. Felter converted 211 restricted stock units under the 2019 Stock Incentive Plan on 08-01-2025 (Code M). Immediately upon vesting, 97 shares were sold (Code F) at $248.415 to cover tax obligations, a routine withholding transaction yielding no cash proceeds to the insider. Net of withholding, Felter’s direct common-stock holding rose by 114 shares to 1,881 shares. Derivative holdings fell to 115 RSUs after the conversion, and 1,203 additional RSUs remain reported in footnote (4). No open-market purchases or sales were disclosed. The activity represents scheduled vesting rather than discretionary trading, and the dollar value (<~$26k of tax-withheld shares) is immaterial relative to HUM’s market capitalization, suggesting limited signaling value for investors.

Insights

SEC Compliance Analyst

TL;DR: Routine RSU vesting; tax sale; immaterial size—minimal regulatory or governance implications.

The filing reflects standard Rule 16b-3-exempt equity issuance under Humana’s 2019 plan. Code M indicates automatic conversion of RSUs; Code F denotes shares withheld for taxes, not discretionary selling. Net acquisition of 114 shares plus continued ownership of 1,203 unvested RSUs keeps the insider aligned with shareholders. With transaction value well below 0.01% of outstanding shares, I view compliance risk and governance impact as negligible.

Portfolio Manager

TL;DR: Neutral signal—scheduled vest; no open-market action; limited insight into insider sentiment.

The transaction neither adds nor removes meaningful float. Because shares were issued at $0 and a portion was surrendered for taxes, Felter did not deploy personal capital, reducing the informative value typically associated with insider buying. The outstanding 115 RSUs that continue to vest could create minor dilution, but magnitude is immaterial. I categorize the event as non-impactful for valuation or trading strategy.

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
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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).

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^*

Felter John-Paul W.

(Last) (First) (Middle)

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)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	SVP, Chief Accting Off & Cont.

3. Date of Earliest Transaction (Month/Day/Year)
08/01/2025

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	08/01/2025		M		211	A	$0	1,978	D
Humana Common	08/01/2025		F		97(5)	D	$248.415	1,881(4)	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)	08/01/2025		M			211	(2)	(2)	Humana Common	211	$0	0	D
Restricted Stock Units(1)	(1)							(3)	(3)	Humana Common	115		115	D

Explanation of Responses:

1. 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).

2. Restricted stock units granted to reporting person on 8/1/2022, 33% of the award is vesting on 8/1/23, 8/1/24, and 8/1/25.

3. 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.

4. Includes 1,203 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.

5. Shares disposed of represent payment for tax liability on restricted stock vesting 8/1/25. No value was received in return.

	John-Paul W. Felter	08/05/2025
	** 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

How many Humana (HUM) shares did the insider ultimately acquire?

After withholding 97 shares for taxes, the officer’s direct holdings increased by 114 shares to 1,881.

What was the sale price for the tax-withheld shares in the Form 4?

Shares withheld for taxes were valued at $248.415 per share.

Were any open-market transactions reported in this Form 4?

No. All activity was related to automatic RSU vesting and tax withholding; no discretionary buying or selling occurred.

How many restricted stock units does the insider still hold?

The filing notes 1,203 RSUs remain outstanding under the 2019 plan, plus 115 RSUs from a 2023 grant.

Does this insider transaction materially affect Humana’s share count?

No. The share movements are immaterial relative to Humana’s total outstanding shares and have negligible dilution impact.