Humana (HUM) CHRO O'Hara reports share vesting and tax-share sale

Rhea-AI Filing Summary

Humana Inc. reported an insider equity transaction by its Chief Human Resources Officer, Michelle A. O'Hara. On 01/01/2026, she acquired 2,353 shares of Humana common stock through a transaction coded "M," at an exercise price of $0, reflecting the vesting or exercise of previously granted equity awards.

On the same date, she disposed of 1,093 shares, coded "F," at a price of $258.8675 per share, to cover tax liabilities related to shares vesting on that date, with no value received in return. After these transactions, she beneficially owned 9,541 shares of Humana common stock, which includes 7,512 restricted stock units that each represent a contingent right to receive one share under the company's 2019 Amended & Restated Plan.

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

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^*

O'Hara Michelle A.

(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)
	Chief Human Resources Officer

3. Date of Earliest Transaction (Month/Day/Year)
01/01/2026

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	01/01/2026		M		2,353	A	$0	10,634	D
Humana Common	01/01/2026		F		1,093(2)	D	$258.8675	9,541(1)	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

Explanation of Responses:

1. Includes 7,512 restricted stock units representing a contingent right to receive one share of Humana Inc. common stock, exempt under Rule 16b-3(d)(l)&(3) under the Company's 2019 Amended & Restated Plan.

2. Shares disposed of represent payment of tax liability for shares vesting on 1/1/26. No value was received in return.

	Michelle A. O'Hara	01/05/2026
	** Signature of Reporting Person	Date
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.

FAQ

What insider transaction did HUM (Humana Inc.) report for January 1, 2026?

Humana Inc. reported that its Chief Human Resources Officer, Michelle A. O'Hara, acquired 2,353 shares of Humana common stock on 01/01/2026 through a transaction coded "M," reflecting the vesting or exercise of previously granted equity awards at an exercise price of $0.

Did the Humana (HUM) executive sell any shares to cover taxes?

Yes. On 01/01/2026, Michelle A. O'Hara disposed of 1,093 shares of Humana common stock in a transaction coded "F" at $258.8675 per share. The filing explains that these shares were used to pay tax liabilities for shares vesting on that date and that no value was received in return.

How many Humana (HUM) shares does Michelle A. O'Hara beneficially own after the reported transactions?

Following the reported transactions on 01/01/2026, Michelle A. O'Hara beneficially owned 9,541 shares of Humana common stock. This total includes 7,512 restricted stock units that each represent a contingent right to receive one share under the company’s 2019 Amended & Restated Plan.

What is Michelle A. O'Hara’s role at Humana Inc. (HUM)?

Michelle A. O'Hara is identified as an officer of Humana Inc., serving as the company’s Chief Human Resources Officer, according to the reported insider transaction.

What do the transaction codes "M" and "F" mean in the Humana (HUM) Form 4?

In this filing, the code "M" applies to the acquisition of 2,353 shares at an exercise price of $0, indicating the exercise or vesting of derivative or equity awards. The code "F" applies to the disposition of 1,093 shares at $258.8675 per share, which the explanation states were used to satisfy tax withholding obligations related to shares vesting on 01/01/2026.

Are the restricted stock units in this Humana (HUM) filing part of a specific company plan?

Yes. The filing notes that the 7,512 restricted stock units included in Michelle A. O'Hara’s beneficial ownership represent a contingent right to receive one share of Humana common stock per unit and are exempt under Rule 16b-3(d)(1)&(3) under the company’s 2019 Amended & Restated Plan.