Humana Inc. (HUM) executive reports stock option exercises and tax sales

Rhea-AI Filing Summary

Humana Inc. executive Sanjay K. Shetty, President of CenterWell, reported multiple equity award transactions dated 12/15/2025. He acquired 1,968 and 308 Humana common shares through equity awards at $0 per share, and disposed of 888 and 139 shares at $270.155 per share to satisfy tax liabilities on vesting, with no additional value received.

After these transactions, he directly beneficially owns 10,847 Humana common shares, which includes 8,818 restricted stock units that each represent a contingent right to one share. He also holds stock options covering 3,964 shares at an exercise price of $487.1602 expiring 04/01/2030 and 6,572 shares at $367.21 expiring 02/21/2031, all granted under Humana’s 2019 Amended & Restated Stock Incentive 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

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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^*

Shetty Sanjay K

(Last) (First) (Middle)

HUMANA INC.

500 W. 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, CenterWell

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		1,968	A	$0	11,566	D
Humana Common	12/15/2025		F		888(6)	D	$270.155	10,678	D
Humana Common	12/15/2025		M		308	A	$0	10,986	D
Humana Common	12/15/2025		F		139(6)	D	$270.155	10,847(5)	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)	$487.1602							(1)	04/01/2030	Humana Common	3,964		3,964	D
Options(2)	$367.21							(2)	02/21/2031	Humana Common	6,572		6,572	D
Restricted Stock Units(3)	(3)	12/15/2025		M			308	(4)	(4)	Humana Common	308	$0	0	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 4/1/2023, vesting in three annual increments from 4/1/24 to 4/1/26.

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 2/21/2024, vesting in three annual increments from 2/21/25 to 2/21/27.

3. 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).

4. Restricted stock units granted to reporting person on 4/1/2023, 33% of the award is vesting on 12/15/23, 12/15/24, and 12/15/25.

5. Includes 8,818 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.

6. Shares disposed of represent payment of tax liability for shares vesting 12/15/25. No value was received in return.

	Sanjay K. Shetty	12/17/2025
	** Signature of Reporting Person	Date
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FAQ

What insider stock transactions did Humana (HUM) executive Sanjay K. Shetty report?

On 12/15/2025, Sanjay K. Shetty reported acquiring 1,968 and 308 Humana common shares through equity awards at $0 per share and disposing of 888 and 139 shares at $270.155 per share, primarily to cover tax liabilities on vesting.

How many Humana shares does Sanjay K. Shetty own after the 12/15/2025 transactions?

Following the reported transactions, Sanjay K. Shetty beneficially owns 10,847 Humana common shares directly. This amount includes 8,818 restricted stock units, each representing a contingent right to receive one share of Humana common stock.

What stock options in Humana (HUM) does Sanjay K. Shetty hold?

He holds stock options under Humana’s 2019 Amended & Restated Stock Incentive Plan, including options with an exercise price of $487.1602 for 3,964 Humana common shares expiring on 04/01/2030 and options at $367.21 for 6,572 shares expiring on 02/21/2031.

Why were some Humana shares sold by Sanjay K. Shetty on 12/15/2025?

The 888 and 139 Humana shares disposed of on 12/15/2025 were used to pay tax liabilities arising from shares vesting on that date. According to the disclosure, no value was received in return beyond satisfying these tax obligations.

What equity plan governs Sanjay K. Shetty’s Humana stock options and restricted stock units?

His stock options and restricted stock units are granted under Humana’s 2019 Amended & Restated Stock Incentive Plan. The options and RSUs vest in specified annual increments, and each restricted stock unit represents a contingent right to receive one share of Humana common stock.

How do Sanjay K. Shetty’s restricted stock units in Humana (HUM) vest?

One RSU grant noted was made on 04/01/2023, with 33% of the award vesting on 12/15/2023, 12/15/2024, and 12/15/2025. Each vested restricted stock unit converts into one share of Humana common stock, subject to tax withholding.