HUM insider filing: Gordon Smith reports RSU changes including $257.79 unit acquisition

Rhea-AI Filing Summary

Gordon Smith, a director of Humana Inc. (HUM), reported changes in his holdings of Humana restricted stock units and common stock rights. The Form 4 discloses transactions dated 09/30/2025: 124 restricted stock units were acquired at a reported unit value of $257.7925, representing a right to receive one share per unit. The filing also shows a disposition of 765 restricted stock units and reports 783 restricted stock units held that represent deferred annual director fees and contingent rights to receive one share per unit under the company’s 2019 Amended & Restated Stock Incentive Plan.

The filing explains that some stock units arise from annual director fees deferred by election and from conversion of cash fees into stock units; all such units are payable one-for-one in Humana common stock when paid and some are exempt under Rule 16b-3.

Positive

• Acquisition of 124 restricted stock units through director compensation election, showing continued alignment with equity-based incentives
• Disclosure cites plan exemptions (Rule 16b-3), indicating these transactions are governed by standard insider compensation rules

Negative

• Disposition of 765 restricted stock units reduced the reporting person’s contingent units, which may modestly lower his future nominal share receipt

Insights

Corporate Governance Expert

TL;DR: Director adjusted his deferred compensation mix, acquiring 124 RSUs while disposing of 765 RSUs; remaining deferred units reflect routine director compensation.

The reported activity appears to be compensation-related transactions rather than open-market trading: the 124 restricted stock units acquired at $257.7925 reflect an election to convert cash fees into stock units, and the 783 and 765 units are described as deferred or contingent director fee awards under Humana’s 2019 plan, many exempt under Rule 16b-3. For governance review, these are routine, plan-driven ownership changes that affect director equity exposure but do not indicate opportunistic trading by the reporting person.

Securities Analyst

TL;DR: Transactions are compensation-related and limited in scale; no material change to share ownership disclosed.

The Form 4 documents conversion and deferral elections and a small RSU acquisition (124 units) at a stated unit value of $257.7925. The filing also notes a disposition of 765 RSUs and an aggregate of 783 RSUs representing contingent rights. These amounts are specific and tied to the company’s director compensation plan; they do not present new corporate events or material financings that would change Humana’s capital structure.

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).

1. Name and Address of Reporting Person^*

Smith Gordon

(Last) (First) (Middle)

HUMANA INC.

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)

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

3. Date of Earliest Transaction (Month/Day/Year)
09/30/2025

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(1)								765(1)	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	(2)							(2)	(2)	Humana Common	783		783(2)	D
Restricted Stock Units	(3)	09/30/2025		A		124		(3)	(3)	Humana Common	124	$257.7925	378	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. Includes 765 restricted stock units representing a contingent right to receive one share of Humana Inc. common stock, exempt under Rule 16b-3(d)(1) & (3).

2. 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 783 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.

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.

	Gordon Smith	10/02/2025
	** 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 transactions did Gordon Smith report on Humana (HUM) Form 4?

He reported acquisition of 124 restricted stock units at a unit value of $257.7925, a disposition of 765 restricted stock units, and holdings that include 783 restricted stock units representing deferred director fees.

Are the reported Humana units part of a compensation plan?

Yes. The filing states the units arise from Humana’s 2019 Amended & Restated Stock Incentive Plan and from annual director fees or conversion of cash fees into stock units.

Do the Form 4 disclosures indicate open-market trades?

No. The transactions are described as plan-based restricted stock units and director fee deferrals, not open-market purchases or sales.

What does exemption under Rule 16b-3 mean in this filing?

The filing notes certain RSUs are exempt under Rule 16b-3, indicating they are standard officer/director awards under an approved equity compensation plan and not subject to short-swing profit rules for these transactions.

What is the economic meaning of a restricted stock unit (RSU) in this Form 4?

An RSU represents a contingent right to receive one share of Humana common stock when the unit vests or is payable, as described in the filing.