Humana (HUM) director Gordon Smith reports 765-share sale and RSU grants

Rhea-AI Filing Summary

Humana Inc. director Gordon Smith reported changes in his equity holdings. A Form 4 filing shows he disposed of 765 shares of Humana common stock and received additional equity-based awards tied to his director compensation.

The filing reports 766 restricted stock units from his annual director fee, which are deferred and will convert into Humana common stock on a 1-for-1 basis when he leaves the board. It also shows 122 stock units from electing to convert his cash director fees into stock units and 10 additional stock units from the reinvestment of dividends on previously vested and deferred units. All of these awards are structured as deferred stock units payable in Humana common stock, consistent with the company’s director compensation and deferral 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^*

Smith Gordon

(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)

X	Director		10% Owner
	Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
12/31/2025

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								765	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)	01/02/2026		A		766		(1)	(1)	Humana Common	766	$0	1,549(1)	D
Restricted Stock Units	(2)	12/31/2025		A		122		(2)	(2)	Humana Common	122	$258.8675	500(2)	D
Restricted Stock Units	(3)	12/31/2025		A		10		(3)	(3)	Humana Common	10	$258.8675	10(3)	D

Explanation of Responses:

1. Annual Director's fee payable in stock units which have been deferred at the election of the Reporting Person until his resignation of services as a director at which time the stock units will be payable in Humana Inc. common stock on a 1-for-1 basis, exempt pursuant to Rule 16(b)-3(d)(1). Includes 766 restricted stock units which represent 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.

2. Director's cash fee elected to be converted into stock units, deferred at the election of the Reporting Person during a designated enrollment period in the year preceding the reported transactions. Stock units will be payable in Humana Inc. common stock on a 1-for-1basis, exempt pursuant to Rule 16(b)-3(d)(1), per the Director's election.

3. Director's dividend payment reinvested into stock units on vested and deferred stock units, deferred in accordance with the Plan until his resignation of services as a director at which time the deferred dividend stock units will be payable in Humana Inc. common stock on a 1-for-1 basis, exempt pursuant to Rule16(b)-3(d).

	Gordon Smith	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).
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FAQ

What did Humana Inc. (HUM) disclose about Gordon Smith's share transactions?

The Form 4 discloses that director Gordon Smith disposed of 765 shares of Humana common stock and received several grants of deferred stock units and restricted stock units as part of his director compensation and dividend reinvestment elections.

How many restricted stock units did Gordon Smith receive from his Humana (HUM) annual director fee?

He received 766 restricted stock units tied to his annual director’s fee. These units represent a contingent right to receive one share of Humana Inc. common stock for each unit when his service as a director ends.

How were Gordon Smith's director cash fees treated in the Humana (HUM) filing?

The filing states that a portion of Gordon Smith’s director cash fees was elected to be converted into stock units. This resulted in 122 stock units, which are deferred and will be payable in Humana common stock on a 1-for-1 basis under his prior election.

What does the Humana (HUM) Form 4 say about dividend reinvestment for Gordon Smith?

The Form 4 notes that 10 stock units were credited to Gordon Smith from a director’s dividend payment reinvested into stock units on vested and deferred stock units. These deferred dividend units will be paid in Humana common stock on a 1-for-1 basis when his board service ends.

When will Gordon Smith's deferred stock units in Humana (HUM) be paid out?

According to the disclosure, the deferred stock units and related dividend stock units will be payable in Humana Inc. common stock on a 1-for-1 basis upon his resignation of services as a director, in line with the company’s deferral plan.

What is Gordon Smith’s relationship to Humana Inc. (HUM) as shown in this filing?

The filing identifies Gordon Smith as a director of Humana Inc. and indicates that the Form 4 is filed by one reporting person, reflecting his personal equity transactions and deferred compensation elections.