Humana (HUM) CEO James Rechtin logs RSU vesting and tax share disposal

Rhea-AI Filing Summary

Humana Inc. President & CEO James A. Rechtin reported routine equity award activity on January 8, 2026. A total of 2,183 restricted stock units converted into the same number of Humana common shares at $0 per share under the company’s 2019 Amended & Restated Stock Incentive Plan.

Of these shares, 980 Humana common shares were withheld at a price of $279.1475 per share to satisfy tax obligations related to vesting, with no value received in return. Following these transactions, 28,305 Humana common shares were beneficially owned indirectly through two revocable trusts for the benefit of Rechtin and his spouse, where they serve as sole trustees.

Rechtin also holds stock options covering 29,230 Humana shares at an exercise price of $458.185 and options covering 15,772 shares at $367.21, as well as 14,054 restricted stock units, all granted under the same incentive plan with multi-year vesting schedules.

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).

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^*

Rechtin James A.

(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)
	President & CEO

3. Date of Earliest Transaction (Month/Day/Year)
01/08/2026

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	01/08/2026		M		2,183	A	$0	29,285	I	See Footnote(1)
Humana Common	01/08/2026		F		980(7)	D	$279.1475	28,305(6)	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)	$458.185							(2)	01/08/2031	Humana Common	29,230		29,230	D
Options(3)	$367.21							(3)	02/21/2031	Humana Common	15,772		15,772	D
Restricted Stock Units(4)	(4)	01/08/2026		M			2,183	(5)	(5)	Humana Common	2,183	$0	2,183	D

Explanation of Responses:

1. All shares held in two revocable trust(s) for the benefit of reporting person and reporting person's spouse, with reporting person and spouse being sole trustees.

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 1/8/2024, vesting in three annual increments from 1/8/25 to 1/8/27.

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 2/21/2024, 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 1/8/2024, 33% of the award is vesting on 1/8/25, 1/8/26, and 1/8/27.

6. Includes 14,054 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. Shares disposed of represent payment of tax liability for shares vesting on 1/8/26. No value was received in return.

	James A. Rechtin	01/12/2026
	** 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 did HUMANA INC (HUM) disclose in this Form 4 for James A. Rechtin?

The filing shows that President & CEO James A. Rechtin had 2,183 restricted stock units convert into Humana common shares on January 8, 2026, and that some of those shares were used to cover tax obligations.

How many Humana shares were sold or withheld for taxes in this HUM Form 4?

The filing reports that 980 Humana common shares were disposed of at $279.1475 per share, with the shares used to pay tax liability related to vesting and no value received in return.

How many Humana shares does James A. Rechtin beneficially own after these transactions?

After the reported transactions, Rechtin beneficially owns 28,305 Humana common shares indirectly through two revocable trusts for the benefit of himself and his spouse.

How are James A. Rechtin’s Humana shares held according to the footnotes?

The footnotes state that all shares reported as indirectly owned are held in two revocable trusts for the benefit of Rechtin and his spouse, with both serving as sole trustees.

What Humana stock options does James A. Rechtin hold in this Form 4?

Rechtin holds options to buy 29,230 Humana shares at an exercise price of $458.185 per share and options to buy 15,772 shares at $367.21 per share, granted in 2024 under Humana’s 2019 Amended & Restated Stock Incentive Plan.

What restricted stock units related to HUMANA INC (HUM) remain outstanding for James A. Rechtin?

The disclosure notes that Rechtin’s holdings include 14,054 restricted stock units, each representing a contingent right to receive one share of Humana common stock under the company’s 2019 Amended & Restated Plan.

Was this Humana CEO equity activity part of the company’s stock incentive plan?

Yes. The options and restricted stock units referenced in the filing were granted under Humana Inc.’s 2019 Amended & Restated Stock Incentive Plan, with vesting in specified annual increments.