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Humana legal chief Joseph C. Ventura sells 5,495 shares

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Form Type
4

Rhea-AI Filing Summary

Humana Inc. (HUM) Chief Legal Officer Joseph C. Ventura sold 5,495 shares of Humana common stock on November 9, 2026, at a weighted average price of $433.8514 per share; the sale was not reported under a Rule 10b5-1 plan. He also made a charitable gift of 437 shares that day, receiving no value in return. 293 shares were held for his benefit under the Humana Retirement Savings Plan as of October 31, 2026. Five direct option positions were also reported, with expiration dates from February 24, 2027, through February 21, 2031.

Insider Ventura Joseph C
Role Chief Legal Officer
Sold 5,495 shs ($2.38M)
Share of Position Sold 20.1%
Type Security Shares Price Value
Sale Humana Common F9, F7 5,495 $433.8514 $2.38M
Gift Humana Common F8 437 $0.00 $0.00
Holding Options F2 -- -- --
Holding Options F3 -- -- --
Holding Options F4 -- -- --
Holding Options F5 -- -- --
Holding Options F6 -- -- --
Holding Humana Common F1 -- -- --
Holdings After Transaction: Humana Common — 21,473 shares (Direct); Options — 23,920 options (Direct); Humana Common — 293 shares (Indirect, See Footnote)
Holdings Before and After: Humana Common, 27,405 to 21,473 shares (Direct)
Footnotes (9)
  1. F1. Shares held for the benefit of reporting person as of October 31, 2026 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. F2. 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. F3. 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. F4. 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. F5. 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. F6. 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. F7. Includes 16,568 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 and 2026 Stock Incentive Plans.
  8. F8. Shares disposed of represent a charitable gift/donation, effective 11/9/2026, in which no value was received in return.
  9. F9. Price reported is weighted average sales price.
Shares sold 5,495 shares Joseph C. Ventura's sale on November 9, 2026.
Weighted average sales price $433.8514 per share Sale on November 9, 2026.
Charitable gift 437 shares Gift on November 9, 2026; no value was received in return.
Option exercise price $350.7875 per share Options covering 4,656 Humana common shares; expiration February 24, 2027.
Option exercise price $376.6100 per share Options covering 4,598 Humana common shares; expiration February 22, 2028.
Option exercise price $425.0550 per share Options covering 3,932 Humana common shares; expiration February 21, 2029.
Option exercise price $510.2425 per share Options covering 4,162 Humana common shares; expiration February 24, 2030.
Option exercise price $367.2100 per share Options covering 6,572 Humana common shares; expiration February 21, 2031.
weighted average sales price financial
"Price reported is weighted average sales price."
restricted stock units financial
"16,568 restricted stock units representing a contingent right"
Restricted stock units are a type of company reward where employees are promised shares of stock, but they only fully own these shares after meeting certain conditions, like staying with the company for a set time. They matter because they can become valuable assets and are often used to motivate employees to help the company succeed.
Tax-Conditioned Plan financial
"under a Tax-Conditioned Plan"
Rule 16b-3(c) regulatory
"exempt under Rule 16b-3(c)"
An SEC rule that lets corporate insiders avoid automatic "short‑swing" profit recovery when they buy or sell their company’s stock under a pre‑approved, written plan that meets specific conditions. For investors, it matters because it clarifies when insider trades are treated as routine, reducing legal uncertainty and helping distinguish trades made for ordinary compensation or pre‑planned reasons from those that might signal opportunistic or timely insider advantage.
Non-Qualified stock options financial
"Incentive and Non-Qualified stock options"
Non-qualified stock options are a type of employee benefit that gives individuals the right to buy company shares at a set price, usually lower than the market value, within a certain period. Unlike other options that may have special tax advantages, these options are taxed as income when exercised, which can affect how much money the employee or investor ultimately gains. They are important because they can influence company compensation strategies and impact the financial outcomes for employees and investors.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

How many HUM shares did Joseph C. Ventura sell, and at what price?

Humana Chief Legal Officer Joseph C. Ventura sold 5,495 shares on November 9, 2026, at a weighted average price of $433.8514 per share. The sale was not reported under a Rule 10b5-1 plan.

How many HUM shares did Joseph C. Ventura give to charity?

Ventura reported a charitable gift of 437 Humana common shares on November 9, 2026. He received no value in return.

What Humana stock options did Joseph C. Ventura report?

He reported options covering 4,656 shares at an exercise price of $350.7875, expiring February 24, 2027; 4,598 at $376.6100, expiring February 22, 2028; 3,932 at $425.0550, expiring February 21, 2029; 4,162 at $510.2425, expiring February 24, 2030; and 6,572 at $367.2100, expiring February 21, 2031.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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SEC Form 4
FORM 4UNITED 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.
101 E. MAIN STREET

(Street)
LOUISVILLE KENTUCKY 40202

(City)(State)(Zip)

UNITED STATES

(Country)
2. Issuer Name and Ticker or Trading Symbol
HUMANA INC [ HUM ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director10% Owner
XOfficer (give title below)Other (specify below)
Chief Legal Officer
2a. Foreign Trading Symbol
3. Date of Earliest Transaction (Month/Day/Year)
11/09/2026
6. Individual or Joint/Group Filing (Check Applicable Line)
XForm filed by One Reporting Person
Form filed by More than One Reporting Person
4. If Amendment, Date of Original Filed (Month/Day/Year)

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)
CodeVAmount(A) or (D)Price
Humana Common11/09/2026S5,495D$433.8514(9)21,910(7)D
Humana Common11/09/2026G437D$021,473(8)D
Humana Common293ISee 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)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Options(2)$350.7875 (2)02/24/2027Humana Common4,6564,656D
Options(3)$376.61 (3)02/22/2028Humana Common4,5984,598D
Options(4)$425.055 (4)02/21/2029Humana Common3,9323,932D
Options(5)$510.2425 (5)02/24/2030Humana Common4,1624,162D
Options(6)$367.21 (6)02/21/2031Humana Common6,5726,572D
Explanation of Responses:
1. Shares held for the benefit of reporting person as of October 31, 2026 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. Includes 16,568 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 and 2026 Stock Incentive Plans.
8. Shares disposed of represent a charitable gift/donation, effective 11/9/2026, in which no value was received in return.
9. Price reported is weighted average sales price.
Joseph C. Ventura11/11/2026
** Signature of Reporting PersonDate
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.
* Form 4: SEC 1474 (03-26)

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