Humana (HUM) director Karen W. Katz updates deferred stock unit awards

Rhea-AI Filing Summary

Humana Inc. director Karen W. Katz reported changes in her equity holdings. The filing shows a disposition of 590 shares of Humana common stock. She also reported derivative holdings in the form of restricted stock units (RSUs).

On 01/02/2026, Katz acquired 766 RSUs, which are part of her annual director’s fee payable in stock units and deferred until her resignation, when they will convert into Humana common stock on a one-for-one basis. On 12/31/2025, she acquired an additional 49 RSUs, related to dividend reinvestment on vested and deferred stock units at a price of $258.8675 per underlying share. Some director cash fees were also elected to be converted into deferred stock units, all payable in Humana common stock on a one-for-one basis upon her resignation.

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

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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).

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^*

KATZ KAREN

(Last) (First) (Middle)

HUMANA INC.

101 E. 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)

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

3. Date of Earliest Transaction (Month/Day/Year)
12/31/2025

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								590	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)	01/02/2026		A		766		(1)	(1)	Humana Common	766	$0	3,627(1)	D
Restricted Stock Units(2)	(2)							(2)	(2)	Humana Common	535		535	D
Restricted Stock Units(3)	(3)	12/31/2025		A		49		(3)	(3)	Humana Common	49	$258.8675	124	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 her 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 766 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 until her 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).

3. Director's dividend payment reinvested into stock units on vested and deferred stock units, deferred in accordance with the Plan until her resignation of services as a director at which time the deferred dividend stock units will be payable in Humana Inc. common stock on a 1-for-1 basis, exempt pursuant to Rule16(b)-3(d).

	Karen W. Katz	01/05/2026
	** 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 insider transaction did Humana (HUM) report for Karen W. Katz?

The filing shows that director Karen W. Katz reported a disposition of 590 shares of Humana common stock and updates to her restricted stock unit holdings.

How many restricted stock units did Karen W. Katz receive from Humana (HUM)?

Karen W. Katz acquired 766 restricted stock units on 01/02/2026 as part of her annual director’s fee and 49 additional RSUs on 12/31/2025 tied to dividend reinvestment on vested and deferred units.

How are Karen W. Katz’s Humana (HUM) director fees structured in this filing?

The filing explains that her annual director’s fee and certain cash fees were elected to be paid as stock units, which are deferred until her resignation and then payable in Humana common stock on a 1-for-1 basis.

What is the price associated with Karen W. Katz’s Humana (HUM) dividend reinvestment units?

The 49 restricted stock units related to dividend reinvestment on vested and deferred stock units were tied to an underlying share price of $258.8675.

When will Karen W. Katz receive Humana (HUM) shares for her deferred stock units?

According to the filing, the deferred stock units, including those from director fees and dividend reinvestments, will be payable in Humana Inc. common stock on a 1-for-1 basis upon her resignation as a director.