Humana (HUM) SVP Felter details RSU vesting and tax share moves

Rhea-AI Filing Summary

Humana Inc. executive John-Paul W. Felter, SVP, Chief Accounting Officer & Controller, reported equity award activity dated 12/15/2025. Two transactions coded "M" show 455 and 115 shares of Humana common stock acquired at $0 per share as restricted stock units converted into stock under the company’s 2019 Amended & Restated Stock Incentive Plan.

To satisfy tax liabilities on the vesting that occurred on 12/15/2025, transactions coded "F" show 209 and 53 shares disposed of at $270.155 per share, with no value received in return. After these transactions, he directly beneficially owned 1,734 Humana common shares, including 748 restricted stock units that each represent a contingent right to receive one additional share.

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^*

Felter John-Paul W.

(Last) (First) (Middle)

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)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	SVP, Chief Accting Off & Cont.

3. Date of Earliest Transaction (Month/Day/Year)
12/15/2025

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	12/15/2025		M		455	A	$0	1,881	D
Humana Common	12/15/2025		F		209(4)	D	$270.155	1,672	D
Humana Common	12/15/2025		M		115	A	$0	1,787	D
Humana Common	12/15/2025		F		53(4)	D	$270.155	1,734(3)	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)	12/15/2025		M			115	(2)	(2)	Humana Common	115	$0	0	D

Explanation of Responses:

1. Right to receive one share per restricted stock unit pursuant to the Company's 2019 Amended & Restated Stock Incentive Plan. Each restricted stock unit represents a contingent right to receive one share of Humana Inc. common stock, exempt under Rule 16b-3(d)(1) & (3).

2. Restricted stock units granted to reporting person on 2/24/2023, 33% of the award is vesting on 12/15/23, 12/15/24, and 12/15/25.

3. Includes 748 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.

4. Shares disposed of represent payment for tax liability on restricted stock vesting 12/15/25. No value was received in return.

	John-Paul W. Felter	12/17/2025
	** Signature of Reporting Person	Date
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FAQ

What insider equity transaction did Humana (HUM) report for John-Paul W. Felter?

Humana reported that John-Paul W. Felter, SVP, Chief Accounting Officer & Controller, had restricted stock units convert into Humana common stock on 12/15/2025, along with related share dispositions for taxes.

How many Humana shares did John-Paul W. Felter acquire through RSU vesting?

On 12/15/2025, transactions coded "M" show that he acquired 455 and 115 Humana common shares at $0 per share as restricted stock units vested and converted into stock.

How were taxes handled on John-Paul W. Felter’s Humana RSU vesting?

Transactions coded "F" show that 209 and 53 shares were disposed of at $270.155 per share to pay tax liabilities on restricted stock vesting on 12/15/2025, and the explanation states no value was received in return.

What is John-Paul W. Felter’s Humana share ownership after the reported transactions?

After the 12/15/2025 transactions, he directly beneficially owned 1,734 Humana common shares, which include 748 restricted stock units representing contingent rights to receive one share each.

Under what plan were the Humana restricted stock units granted to John-Paul W. Felter?

The restricted stock units were granted under Humana’s 2019 Amended & Restated Stock Incentive Plan, with each unit representing the right to receive one share of Humana common stock.

When were the Humana restricted stock units granted and how do they vest?

The restricted stock units were granted on 2/24/2023, with 33% of the award vesting on 12/15/2023, 12/15/2024, and 12/15/2025.