Humana (NYSE: HUM) director logs stock sale, 766 RSUs and dividend units

Rhea-AI Filing Summary

Humana Inc. director reports equity transactions and updated holdings. Director Marcy S. Klevorn reported activity in Humana common stock and related stock units. The filing shows a disposition of 436 shares of Humana common stock in the non-derivative section. In the derivative section, she acquired 766 restricted stock units as part of her annual director’s fee, which is payable in stock units deferred until her resignation, and 28 additional stock units from a director’s dividend payment reinvested at a price of $258.8675 per unit. Following these transactions, she beneficially owns 2,771 restricted stock units tied to Humana common stock under one award and 53 units under the dividend reinvestment award, each representing a contingent right to receive one share of Humana common stock on a 1-for-1 basis.

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

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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^*

Klevorn Marcy S

(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								436	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	2,771(1)	D
Restricted Stock Units(2)	(2)	12/31/2025		A		28		(2)	(2)	Humana Common	28	$258.8675	53	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 I-for-I basis, exempt pursuant to Rule 16(b)-3(d)(I). Includes 766 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 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).

	Marcy S. Klevorn	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 activity did Humana (HUM) report for director Marcy S. Klevorn?

The filing shows Marcy S. Klevorn disposed of 436 shares of Humana common stock and acquired additional restricted stock units and dividend reinvestment units tied to Humana common stock.

How many restricted stock units did the Humana (HUM) director receive as an annual fee?

She received 766 restricted stock units as her annual director’s fee, deferred until her resignation, with each unit representing a right to receive one share of Humana Inc. common stock.

What dividend reinvestment units were reported for the Humana (HUM) director?

The director received 28 stock units from a director's dividend payment that was reinvested into stock units at a price of $258.8675 per unit.

What are the director’s total beneficial holdings of Humana-related restricted stock units after these transactions?

After the reported transactions, she beneficially owns 2,771 restricted stock units under one award and 53 stock units under the dividend reinvestment award, each tied to Humana common stock on a 1-for-1 basis.

How are the Humana (HUM) director’s stock units paid out?

The stock units, including annual director fee units and dividend reinvestment units, are deferred until her resignation as a director, at which time they become payable in Humana Inc. common stock on a 1-for-1 basis.

Under what plan were the Humana (HUM) director’s restricted stock units granted?

The 766 restricted stock units were granted under the company’s 2019 Amended & Restated Plan, and are described as exempt under Rule 16b-3(d)(1)&(3).