Humana (HUM) director Kurt Hilzinger adds restricted stock units

Rhea-AI Filing Summary

Humana Inc. director Kurt J. Hilzinger reported routine equity compensation activity. On 12/31/2025, he acquired restricted stock units tied to his director compensation and dividend reinvestment, including 611 units from reinvested dividends and 357 units from electing to convert cash fees into stock units at a price of $258.8675 per unit. On 01/02/2026, he received an additional 766 restricted stock units as part of his annual director fee, all payable in Humana common stock on a 1-for-1 basis after his board service ends.

Following these transactions, Hilzinger directly beneficially owns 19,448 Humana common shares and holds multiple blocks of deferred restricted stock units, including 24,800 units in one plan-based award. These awards are reported as exempt under Rule 16b-3 and reflect compensation elections rather than open-market buying or selling.

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^*

HILZINGER KURT J

(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)

X	Director		10% Owner
	Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
12/31/2025

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								19,448	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)	01/02/2026		A		766		(1)	(1)	Humana Common	766	$0	24,800(1)	D
Restricted Stock Units(2)	(2)	12/31/2025		A		611		(2)	(2)	Humana Common	611	$258.8675	3,364	D
Restricted Stock Units(3)	(3)	12/31/2025		A		357		(3)	(3)	Humana Common	357	$258.8675	15,765	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 1-for-1 basis, exempt pursuant to Rule 16(b)-3(d)(1). Includes 766 restricted stock units which represent 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.

2. Director's dividend payment reinvested into stock units on vested and deferred stock units, deferred in accordance with the Plan until his resignation of services as a director at which time the deferred dividend stock units will be payable in Humana Inc. common stock on a 1-for-1 basis, exempt pursuant to Rule16(b)-3(d).

3. Director's cash fee elected to be converted into stock units, deferred at the election of the Reporting Person during a designated enrollment period in the year preceding the reported transactions. Stock units will be payable in Humana Inc. common stock on a 1-for-1basis, exempt pursuant to Rule 16(b)-3(d)(1), per the Director's election.

	Kurt J. Hilzinger	01/05/2026
	** 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 activity at Humana (HUM) is disclosed in this Form 4?

The filing shows director Kurt J. Hilzinger acquiring restricted stock units as part of his director compensation, dividend reinvestment, and fee conversion elections on 12/31/2025 and 01/02/2026.

How many Humana shares does Kurt J. Hilzinger own after the reported transactions?

After the reported transactions, Kurt J. Hilzinger beneficially owns 19,448 shares of Humana Inc. common stock directly.

What restricted stock unit awards did Hilzinger receive from Humana (HUM)?

Hilzinger received 766 restricted stock units as an annual director fee, 611 units from dividend reinvestment, and 357 units from electing to convert cash fees into stock units, all linked to Humana common stock on a 1-for-1 basis.

At what price were some of the Humana restricted stock units recorded in this filing?

Certain restricted stock units, including the 611 dividend-reinvestment units and 357 fee-conversion units, are reported at a price of $258.8675 per unit.

When will Kurt J. Hilzinger receive Humana shares from these restricted stock units?

The restricted stock units are deferred and will be payable in Humana Inc. common stock on a 1-for-1 basis upon his resignation or end of service as a director, consistent with the company plan and his elections.

Are Hilzinger’s Humana (HUM) stock unit awards exempt transactions?

Yes. The filing notes that the stock unit awards and related deferrals are exempt under Rule 16b-3 as director compensation and plan-based elections.