Humana (NYSE: HUM) legal chief details stock option and tax trades in Form 4 filing

Rhea-AI Filing Summary

Humana Inc. Chief Legal Officer Joseph C. Ventura reported several insider transactions in Humana common stock dated 12/15/2025. He acquired 2,046 shares and an additional 360 shares at an exercise price of $0 per share through stock option and restricted stock unit activity. To cover tax obligations on vesting shares, he disposed of 933 and 164 shares at $270.155 per share, with no value received in return.

After these transactions, Ventura beneficially owns 16,530 Humana common shares directly, including 6,250 restricted stock units, and 290 shares held indirectly in the Humana Retirement Savings Plan. He also holds stock options granted under Humana’s 2019 Amended & Restated Stock Incentive Plan covering 4,656, 4,598, 3,932, 4,162 and 6,572 shares, with exercise prices from $350.7875 to $510.2425 and expirations between 02/24/2027 and 02/21/2031.

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^*

Ventura Joseph C

(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)
	Chief Legal Officer

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		2,046	A	$0	17,267	D
Humana Common	12/15/2025		F		933(10)	D	$270.155	16,334	D
Humana Common	12/15/2025		M		360	A	$0	16,694	D
Humana Common	12/15/2025		F		164(10)	D	$270.155	16,530(9)	D
Humana Common								290	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)	$350.7875							(2)	02/24/2027	Humana Common	4,656		4,656	D
Options(3)	$376.61							(3)	02/22/2028	Humana Common	4,598		4,598	D
Options(4)	$425.055							(4)	02/21/2029	Humana Common	3,932		3,932	D
Options(5)	$510.2425							(5)	02/24/2030	Humana Common	4,162		4,162	D
Options(6)	$367.21							(6)	02/21/2031	Humana Common	6,572		6,572	D
Restricted Stock Units(7)	(7)	12/15/2025		M			360	(8)	(8)	Humana Common	360	$0	0	D

Explanation of Responses:

1. Shares held for the benefit of reporting person as of November 30, 2025 under the Humana Retirement Savings Plan including routine payroll deductions, quarterly dividend allocation, and a routine disposition of shares to fund an administrative fee assessment under a Tax-Conditioned Plan, exempt under Rule 16b-3(c).

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 02/24/2020, vesting in three annual increments from 2/24/21 to 2/24/23.

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 02/22/2021, vesting in three annual increments from 2/22/22 to 2/22/24.

4. Right to buy pursuant to Company's 2019 Amended & Restated Stock Incentive Plan. Incentive and Non-Qualified stock options granted to reporting person on 02/21/2022, vesting in three annual increments from 2/21/23 to 2/21/25.

5. Right to buy pursuant to Company's 2019 Amended & Restated Stock Incentive Plan. Incentive and Non-Qualified stock options granted to reporting person on 02/24/2023, vesting in three annual increments from 2/24/24 to 2/24/26.

6. Right to buy pursuant to Company's 2019 Amended & Restated Stock Incentive Plan. Incentive and Non-Qualified stock options granted to reporting person on 02/21/2024, vesting in three annual increments from 2/21/25 to 2/21/27.

7. 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).

8. Restricted stock units granted to reporting person on 02/24/2023, 33% of the award is vesting on 12/15/23, 12/15/24, and 12/15/25.

9. Includes 6,250 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.

10. Shares disposed of represent payment for tax liability on shares vesting vested on 12/15/25. No value was received in return.

	Joseph C. Ventura	12/17/2025
	** 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

What insider transactions did Humana (HUM) Chief Legal Officer report on 12/15/2025?

On 12/15/2025, Chief Legal Officer Joseph C. Ventura reported acquiring 2,046 Humana common shares and another 360 shares at an exercise price of $0 per share through option and restricted stock unit activity. He also reported disposing of 933 and 164 shares at $270.155 per share.

How many Humana (HUM) shares does Joseph C. Ventura own after these transactions?

Following the reported transactions, Joseph C. Ventura beneficially owns 16,530 Humana common shares directly, which includes 6,250 restricted stock units. He also holds 290 additional shares indirectly in the Humana Retirement Savings Plan.

Why were some Humana (HUM) shares disposed of in this Form 4 filing?

The 933 and 164 Humana shares disposed of at $270.155 per share were used to pay tax liabilities on vesting shares. According to the disclosure, no value was received in return for these disposals.

What stock options in Humana (HUM) does Joseph C. Ventura hold?

Ventura holds stock options granted under Humana’s 2019 Amended & Restated Stock Incentive Plan covering 4,656, 4,598, 3,932, 4,162 and 6,572 Humana common shares. These options have exercise prices of $350.7875, $376.61, $425.055, $510.2425 and $367.21, with expirations between 02/24/2027 and 02/21/2031.

What are the terms of Joseph C. Ventura’s restricted stock units in Humana (HUM)?

Each restricted stock unit gives Ventura the right to receive one share of Humana common stock under the 2019 Amended & Restated Stock Incentive Plan. A grant made on 02/24/2023 vests in three installments, with 33% of the award vesting on 12/15/2023, 12/15/2024 and 12/15/2025.