Humana (HUM) director acquires 765 shares at $0; RSUs reported

Humana Inc. (HUM) director Gordon Smith reported insider activity on 11/01/2025.

Rhea-AI Filing Summary

Humana Inc. (HUM) director Gordon Smith reported insider activity on 11/01/2025. He acquired 765 shares of Humana common stock via transaction code M at a reported price of $0, bringing his directly held common shares to 765.

The filing also lists deferred equity: 783 restricted stock units tied to the annual director fee and 378 stock units from electing to convert cash fees, each generally payable in Humana common stock on a 1‑for‑1 basis per the director’s elections.

Insider Trade Summary

Exercise: 765 shares

Exercise 3 txns

Insider Smith Gordon

Role Director

Type	Security	Shares	Price	Value
Exercise	Humana Common	765	$0.00	$0.00
holding	Restricted Stock Units	--	--	--
holding	Restricted Stock Units	--	--	--

Holdings After Transaction: Humana Common — 765 shares (Direct); Restricted Stock Units — 1,161 contracts (Direct)

Footnotes (2)

1. F1. 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.
2. F2. 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.

FAQ

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

What did HUM director Gordon Smith report on this Form 4?

He reported acquiring 765 Humana common shares on 11/01/2025 via code M at a reported price of $0.

How many HUM shares does the director hold directly after the transaction?

The filing shows 765 common shares directly held following the reported transaction.

What deferred equity units are disclosed for HUM (HUM)?

The filing lists 783 restricted stock units related to the annual director fee and 378 stock units from an elected cash‑to‑stock conversion.

How are the RSUs/stock units in the HUM filing settled?

They are generally payable in Humana common stock on a 1‑for‑1 basis, per the director’s elections described.

What does transaction code M indicate in this HUM Form 4?

Code M reflects a derivative-related transaction reported here alongside the acquisition of 765 common shares at $0.

Who is the reporting person in this HUM Form 4?

The reporting person is Gordon Smith, a Director of Humana Inc.

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

Form 4 Insider Transactions: What Each Field Means →

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Accepted by SEC EDGAR 11/04/2025 - 09:45 AM EST Learn about SEC filing dates

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^*

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)
11/01/2025

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	11/01/2025		M		765	A	$0	765	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)	Humana Common	783		783(1)	D
Restricted Stock Units	(2)							(2)	(2)	Humana Common	378		378(2)	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 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.

2. 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	11/04/2025
	** 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.