Humana (HUM) growth president exercises options and withholds shares for tax

Rhea-AI Filing Summary

Humana Inc. executive David Dintenfass, President, Enterprise Growth, reported insider equity transactions. He exercised stock options into 3,858 shares of Humana common stock under the company’s 2019 Amended & Restated Stock Incentive Plan, tied to options granted on 02/21/2024.

He also disposed of 1,182 shares at $189.655 per share to cover tax liabilities on restricted stock units that vested on 02/21/2026, a tax-withholding transaction rather than an open-market sale. After these transactions, he directly holds 14,134 shares of Humana common stock, including 7,344 restricted stock units, and 51,389 stock options representing rights to buy additional shares.

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^*

Dintenfass David

(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)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	President, Enterprise Growth

3. Date of Earliest Transaction (Month/Day/Year)
02/21/2026

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	02/21/2026		M		3,858	A	$0	15,316	D
Humana Common	02/21/2026		F		1,182(3)	D	$189.655	14,134(2)	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
Options(1)	$367.21							(1)	02/21/2031	Humana Common	51,389		51,389	D

Explanation of Responses:

1. Right to buy pursuant to Company's 2019 Amended & Restated Stock Incentive Plan. Incentive and Non-Qualified stock options granted to reporting person on 02/21/2024, vesting in three annual increments from 2/21/25 to 2/21/27.

2. Includes 7,344 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.

3. Shares disposed of represent payment for tax liability on restricted stock units vested on 2/21/26.

	David Dintenfass	02/24/2026
	** 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 transactions did HUM executive David Dintenfass report on this Form 4?

David Dintenfass reported exercising stock options into 3,858 Humana common shares and disposing of 1,182 shares at $189.655 per share to cover tax liabilities on vested restricted stock units, all under Humana’s 2019 Amended & Restated Stock Incentive Plan.

Did Humana (HUM) executive David Dintenfass buy or sell shares in the open market?

The filing shows an option exercise for 3,858 shares and a tax-withholding disposition of 1,182 shares. The disposition was to pay tax on vested restricted stock units, not an ordinary open-market sale initiated for investment purposes.

How many Humana (HUM) shares does David Dintenfass own after these Form 4 transactions?

After the reported transactions, David Dintenfass directly owns 14,134 shares of Humana common stock. That total includes 7,344 restricted stock units, which represent a contingent right to receive one share of Humana common stock for each unit when they settle.

What stock options does Humana (HUM) executive David Dintenfass hold following this filing?

Following the transactions, he holds 51,389 stock options on Humana shares. These options were granted under Humana’s 2019 Amended & Restated Stock Incentive Plan and represent rights to buy Humana common stock according to their individual grant terms.

Why were 1,182 Humana (HUM) shares disposed of in David Dintenfass’s Form 4?

The 1,182 shares disposed of were used to pay tax liabilities on restricted stock units that vested on February 21, 2026. This is characterized as a tax-withholding transaction rather than a discretionary sale of shares in the open market.

How do restricted stock units factor into David Dintenfass’s Humana (HUM) holdings?

His direct holdings include 7,344 restricted stock units, each representing a contingent right to receive one share of Humana common stock. These units were granted under Humana’s 2019 Amended & Restated Stock Incentive Plan and are exempt under Rule 16b-3(d)(1)&(3).