Humana (NYSE: HUM) CEO discloses option exercise and tax share sale in 2025

Rhea-AI Filing Summary

Humana Inc.'s president and CEO James A. Rechtin reported equity transactions in company stock dated 12/15/2025.

He acquired 7,707 shares of Humana common stock at $0 per share through an option exercise, then disposed of 3,372 shares at $270.155 per share to satisfy tax liabilities for shares vesting on that date. After these transactions, he indirectly beneficially owned 27,102 shares, including 14,054 restricted stock units, held in revocable trusts for himself and his spouse.

He also holds stock options exercisable for 29,230 shares at $458.185 per share until 01/08/2031 and options for 15,772 shares at $367.21 per share until 02/21/2031, plus 4,366 additional 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^*

Rechtin James A.

(Last) (First) (Middle)

HUMANA INC.

500 W. 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)
12/15/2025

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	12/15/2025		M		7,707	A	$0	30,474	I	See Footnote(1)
Humana Common	12/15/2025		F		3,372(7)	D	$270.155	27,102(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)							(5)	(5)	Humana Common	4,366		4,366	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 12/15/25. No value was received in return.

	James A. Rechtin	12/17/2025
	** Signature of Reporting Person	Date
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FAQ

What insider stock transactions did Humana (HUM) CEO James A. Rechtin report?

James A. Rechtin reported acquiring 7,707 shares of Humana common stock at $0 per share through an option exercise and disposing of 3,372 shares at $270.155 per share.

Why did the Humana (HUM) CEO dispose of 3,372 shares on 12/15/2025?

The 3,372 shares disposed of on 12/15/2025 were used to pay tax liabilities for shares vesting on that date, and no value was received in return.

How many Humana (HUM) shares does the CEO beneficially own after these transactions?

Following the reported transactions, James A. Rechtin indirectly beneficially owned 27,102 shares of Humana common stock, including 14,054 restricted stock units.

What stock options in Humana (HUM) does the CEO hold after the filing?

He holds options exercisable for 29,230 shares at $458.185 per share expiring on 01/08/2031 and options for 15,772 shares at $367.21 per share expiring on 02/21/2031.

What restricted stock units (RSUs) are reported for the Humana (HUM) CEO?

The filing shows 4,366 restricted stock units as a separate award and notes that his indirect holdings include 14,054 restricted stock units under Humana's 2019 Amended & Restated Stock Incentive Plan.

How are the Humana (HUM) CEO's indirect holdings structured?

All indirectly held shares are in two revocable trusts for the benefit of the CEO and his spouse, with both serving as sole trustees.