[Form 4] Humana Inc. Insider Trading Activity

Rhea-AI Filing Summary

Form 3 Overview: The filing discloses the initial beneficial ownership of Joshua T. Brumm, who became Chief Executive Officer and Director of Crescent Biopharma, Inc. following a two-step merger completed on 13 Jun 2025. At the Effective Time, GlycoMimetics, Inc. merged with Crescent Biopharma and simultaneously changed its corporate name to Crescent Biopharma, Inc., then converted from a Delaware corporation to a Cayman Islands exempted company on 16 Jun 2025.

Equity Holdings:

• 268,400 ordinary shares held directly via restricted stock units (RSUs) that vest 25 % on 17 Mar 2026 and 6.25 % quarterly thereafter through 17 Mar 2029.
• 805,200 stock options with a $6.16 exercise price, vesting 25 % on 17 Mar 2026 and monthly thereafter until 17 Mar 2029.

The filing confirms that all Pre-Merger Crescent equity awards automatically converted into equivalent Cayman ordinary-share instruments under identical terms. Brumm filed as a single reporting person and retains direct ownership of all disclosed securities.

Investor Relevance: The document affirms completion of the M&A transaction, finalizes the company’s redomiciling process, and reveals executive equity incentives that could add up to 1.07 million shares to the future float if fully vested and exercised.

Positive

• Merger and redomicile completed, removing structural uncertainty and establishing Crescent Biopharma as a Cayman entity.
• Executive-share alignment: CEO directly holds 268.4 k RSUs and 805.2 k options, signalling long-term commitment.

Negative

• Potential dilution: Full vesting/exercise adds roughly 1.07 million shares to float over four years.

Insights

Corporate Governance Specialist

TL;DR: Filing confirms CEO equity stake and finalizes merger & redomicile; governance structure now firmly Cayman-based.

The Form 3 formalizes Joshua Brumm’s insider status after Crescent’s reverse-merger into GlycoMimetics and subsequent Cayman conversion. Direct ownership of 268.4 k RSUs and 805.2 k options aligns management incentives with shareholders while signalling confidence in post-merger integration. The completion of legal restructuring removes transaction overhang and clarifies jurisdictional governance. Impact on share count is limited near-term because grants vest through 2029; however, eventual dilution could reach ~1.07 million shares (≈2–3 % of pre-merger basic shares, depending on outstanding total). Overall, the disclosure is routine but confirms strategic milestones.

Securities Analyst

TL;DR: Routine insider ownership filing; material news already priced in, limited immediate valuation impact.

Initial insider statement signals no purchase or sale—only conversion of existing Crescent awards into Cayman ordinary shares. Vesting schedules and $6.16 strike price place option value largely in future performance territory. The merger and domicile shift were previously announced; this filing merely updates Section 16 records. Accordingly, market impact should be muted, though investors should incorporate the potential dilution into long-term models.

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
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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^*

Feinberg David T

(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)
06/30/2025

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								441	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)							(1)	(1)	Humana Common	1,593		1,593(1)	D
Restricted Stock Units(2)	(2)	06/30/2025		A		76		(2)	(2)	Humana Common	76	$242.815	569	D
Restricted Stock Units(3)	(3)							(3)	(3)	Humana Common	17		17	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 I-for-I basis, exempt pursuant to Rule 16(b)-3(d)(I). Includes 783 restricted stock units which represent a contingent right to receive one share of Humana Inc. common stock, exempt under Rule I 6b-3(d)(I )&(3) under the Company's 2019 Amended & Restated Plan.

2. Director's cash fee elected to be converted into stock units, deferred at the election of the Reporting Person. 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), per the Director's election.

3. Director's dividend payment reinvested into stock units on vested and deferred stock units, deferred in accordance with the Plan. Per the Director's election, deferred dividend 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).

	David T. Feinberg	07/02/2025
	** 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).
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FAQ

Why did GlycoMimetics (GLYC) file a Form 3 on 23 Jun 2025?

The filing registers CEO Joshua Brumm’s initial beneficial ownership following the merger that renamed the company Crescent Biopharma, Inc.

How many Crescent Biopharma ordinary shares does CEO Joshua Brumm own?

He directly holds 268,400 restricted stock units convertible 1-for-1 into ordinary shares.

What stock options were disclosed in the Form 3?

Brumm holds 805,200 options exercisable at $6.16, vesting fully by 17 Mar 2029.

When will the CEO’s RSUs and options vest?

Both instruments vest 25 % on 17 Mar 2026, with the remainder vesting quarterly (RSUs) or monthly (options) until 17 Mar 2029.

What corporate actions were completed according to the filing?

1) Two-step merger with Crescent Biopharma on 13 Jun 2025; 2) Name change to Crescent Biopharma, Inc.; 3) Conversion to a Cayman Islands exempted company effective 16 Jun 2025.

Does the filing indicate any share purchases or sales by insiders?

No; it only records the conversion of pre-existing Crescent equity awards into equivalent Cayman instruments.