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Humana (HUM) CEO awarded 35,633 shares, holds large option grants

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Form Type
4

Rhea-AI Filing Summary

Rechtin James A. reported acquisition or exercise transactions in this Form 4 filing.

Humana Inc. President & CEO James A. Rechtin reported an award of 35,633 shares of Humana common stock, held indirectly through two revocable trusts for the benefit of him and his spouse. After this grant, these trusts hold 63,938 shares of Humana common stock.

Rechtin also holds equity awards under Humana’s stock incentive plans, including 2,183 restricted stock units, each representing one future share of Humana common, and stock options covering 15,772 shares at $367.21 per share and 29,230 shares at $458.185 per share, generally vesting in three annual increments from 2025 to 2027 and expiring in 2031.

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Insider Rechtin James A.
Role President & CEO
Type Security Shares Price Value
Grant/Award Humana Common 35,633 $0.00 --
holding Options -- -- --
holding Options -- -- --
holding Restricted Stock Units -- -- --
Holdings After Transaction: Humana Common — 63,938 shares (Indirect, See Footnote); Options — 29,230 shares (Direct, null); Restricted Stock Units — 2,183 shares (Direct, null)
Footnotes (1)
  1. All shares held in two revocable trust(s) for the benefit of reporting person and reporting person's spouse, with reporting person and spouse being sole trustees. Right to buy pursuant to Company's 2019 Amended & Restated Stock Incentive Plan. Incentive and Non-Qualified stock options granted to reporting person on 1/8/2024, vesting in three annual increments from 1/8/25 to 1/8/27. Right to buy pursuant to Company's 2019 Amended & Restated Stock Incentive Plan. Incentive and Non-Qualified stock options granted to reporting person on 2/21/2024, vesting in three annual increments from 2/21/25 to 2/21/27. 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). Restricted stock units granted to reporting person on 1/8/2024, 33% of the award is vesting on 1/8/25, 1/8/26, and 1/8/27. Includes 49,687 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 and 2026 Stock Incentive Plans.
Share award 35,633 shares Humana common stock granted with code A, held indirectly
Indirect common holdings 63,938 shares Humana common held in two revocable trusts after award
Restricted stock units 2,183 units Each unit equals one share of Humana common
Options at $367.21 15,772 shares Right to buy Humana common at $367.21, expiring 2031-02-21
Options at $458.185 29,230 shares Right to buy Humana common at $458.185, expiring 2031-01-08
RSU vesting schedule 33% annually RSUs granted 1/8/2024 vest on 1/8/25, 1/8/26, 1/8/27
Option vesting schedule Three annual increments Options vest from 2025 to 2027 per footnotes
Additional RSUs referenced 49,687 units Restricted stock units under 2019 and 2026 Stock Incentive Plans
Restricted Stock Units financial
"Right to receive one share per restricted stock unit pursuant to the Company's 2019 Amended & Restated Stock Incentive Plan."
Restricted stock units are a type of company reward where employees are promised shares of stock, but they only fully own these shares after meeting certain conditions, like staying with the company for a set time. They matter because they can become valuable assets and are often used to motivate employees to help the company succeed.
revocable trust(s) financial
"All shares held in two revocable trust(s) for the benefit of reporting person and reporting person's spouse."
Non-Qualified stock options financial
"Incentive and Non-Qualified stock options granted to reporting person on 1/8/2024, vesting in three annual increments."
Non-qualified stock options are a type of employee benefit that gives individuals the right to buy company shares at a set price, usually lower than the market value, within a certain period. Unlike other options that may have special tax advantages, these options are taxed as income when exercised, which can affect how much money the employee or investor ultimately gains. They are important because they can influence company compensation strategies and impact the financial outcomes for employees and investors.
Rule 16b-3(d)(1) & (3) regulatory
"Restricted stock units ... exempt under Rule 16b-3(d)(1) & (3)."
Stock Incentive Plan financial
"under the Company's 2019 Amended & Restated and 2026 Stock Incentive Plans."
A stock incentive plan is a company program that gives employees or directors pieces of ownership or the right to buy shares over time, similar to receiving a bonus paid in company stock instead of cash. Investors pay attention because these plans align staff incentives with long‑term company performance but can also dilute existing shareholders and affect reported profits when grants are expensed, so they influence both ownership percentages and financial results.
Form 4 Insider Transactions: What Each Field Means →
SEC Form 4
FORM 4UNITED 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*
Rechtin James A.
(Last)(First)(Middle)
HUMANA INC.
101 E. MAIN STREET
(Street)
LOUISVILLE KENTUCKY 40202
(City)(State)(Zip)
UNITED STATES
(Country)		2. Issuer Name and Ticker or Trading Symbol
HUMANA INC [ HUM ] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director10% Owner
XOfficer (give title below)Other (specify below)
President & CEO
2a. Foreign Trading Symbol
3. Date of Earliest Transaction (Month/Day/Year)
05/01/2026		6. Individual or Joint/Group Filing (Check Applicable Line)
XForm filed by One Reporting Person
Form filed by More than One Reporting Person
4. If Amendment, Date of Original Filed (Month/Day/Year)

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)
CodeVAmount(A) or (D)Price
Humana Common05/01/2026A35,633A$063,938(6)ISee Footnote(1)
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)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Options(2)$458.185 (2)01/08/2031Humana Common29,23029,230D
Options(3)$367.21 (3)02/21/2031Humana Common15,77215,772D
Restricted Stock Units(4)(4) (5) (5)Humana Common2,1832,183D
Explanation of Responses:
1. All shares held in two revocable trust(s) for the benefit of reporting person and reporting person's spouse, with reporting person and spouse being sole trustees.
2. Right to buy pursuant to Company's 2019 Amended & Restated Stock Incentive Plan. Incentive and Non-Qualified stock options granted to reporting person on 1/8/2024, vesting in three annual increments from 1/8/25 to 1/8/27.
3. Right to buy pursuant to Company's 2019 Amended & Restated Stock Incentive Plan. Incentive and Non-Qualified stock options granted to reporting person on 2/21/2024, vesting in three annual increments from 2/21/25 to 2/21/27.
4. 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).
5. Restricted stock units granted to reporting person on 1/8/2024, 33% of the award is vesting on 1/8/25, 1/8/26, and 1/8/27.
6. Includes 49,687 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 and 2026 Stock Incentive Plans.
James A. Rechtin05/05/2026
** Signature of Reporting PersonDate
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.
* Form 4: SEC 1474 (03-26)

Source: View Original Filing on SEC EDGAR

FAQ

What did Humana (HUM) CEO James A. Rechtin report in this Form 4?

James A. Rechtin reported an award of 35,633 shares of Humana common stock, held indirectly in revocable trusts, bringing those trust holdings to 63,938 shares, plus existing restricted stock units and stock options granted under Humana’s stock incentive plans.

How many Humana shares do the trusts associated with the CEO now hold?

The revocable trusts associated with the CEO now hold 63,938 shares of Humana common stock. These trusts are for the benefit of the CEO and spouse, with both serving as sole trustees overseeing the indirectly held shares.

What restricted stock units does the Humana (HUM) CEO hold?

The CEO holds 2,183 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 vest in three annual installments from 2025 to 2027.

What stock options are reported for the Humana (HUM) CEO in this filing?

The filing lists options on 15,772 shares at $367.21 per share expiring February 21, 2031, and options on 29,230 shares at $458.185 per share expiring January 8, 2031. Both grants vest in three annual increments starting in 2025.

Are the CEO’s equity awards under a specific Humana stock incentive plan?

Yes. The options and restricted stock units are granted under Humana’s 2019 Amended & Restated Stock Incentive Plan, and 49,687 restricted stock units are also tied to the 2026 Stock Incentive Plan, as disclosed in the footnotes to the Form 4.

Is the share award to the Humana (HUM) CEO an open-market purchase or compensation grant?

The 35,633-share increase is reported with transaction code A, indicating a grant, award, or other acquisition. It reflects compensation-related stock awarded and held indirectly in revocable trusts, not an open-market share purchase.