Welcome to our dedicated page for Humana SEC filings (Ticker: HUM), a comprehensive resource for investors and traders seeking official regulatory documents including 10-K annual reports, 10-Q quarterly earnings, 8-K material events, and insider trading forms.
Humana Inc. filings document formal disclosures for a public healthcare company with Humana insurance services and CenterWell healthcare services. Recent 8-K reports cover quarterly results, GAAP and non-GAAP earnings measures, Insurance segment benefit ratio commentary, Medicare Advantage membership assumptions, Regulation FD communications, and guidance updates.
Humana's SEC records also include proxy and annual-meeting materials covering director elections, auditor ratification, stockholder voting results, board composition, and director compensation program disclosures; board and executive transition disclosures; and capital-structure filings for registered debt offerings, including junior subordinated notes described through Form S-3 and prospectus-supplement materials.
HILZINGER KURT J reported acquisition or exercise transactions in this Form 4 filing.
Humana Inc. director Kurt J. Hilzinger received a grant of 536 Restricted Stock Units on Humana Common stock as compensation. The units were valued at $170.6605 per unit and are deferred until his service as a director ends, when they will settle 1-for-1 in common shares.
Footnotes explain that his annual director fees, certain cash fees, and related dividends are taken in stock units and dividend-equivalent units, all deferred into Humana common stock. He also holds additional deferred stock units and 19,448 Humana common shares directly.
Humana Inc — Schedule 13G/A (Amendment No. 11)
The Vanguard Group filed an amendment disclosing that, following an internal realignment effective January 12, 2026, certain Vanguard subsidiaries and business divisions will report beneficial ownership separately. The filing states The Vanguard Group beneficially owns 0 shares of Humana Inc common stock and reports 0% ownership, with no sole or shared voting or dispositive power.
Humana Inc. completed a public offering of $1.0 billion aggregate principal amount of 6.625% fixed-to-fixed rate junior subordinated notes due 2056. The notes were sold at 100% of principal under an effective shelf registration with several major banks as joint bookrunners.
The notes pay interest at 6.625% annually until September 15, 2031, then reset every five years to the Five-year U.S. Treasury Rate plus 2.891%, with a floor of 6.625%. Interest is payable each March 15 and September 15, and Humana may defer interest for up to 10 consecutive years if no event of default exists. The securities are unsecured and junior to Humana’s senior indebtedness, effectively junior to secured debt and subsidiary liabilities. Humana expects net proceeds of about $986 million, to be used for general corporate purposes, including potential repayment of existing debt and commercial paper.
Humana Inc. filed a definitive proxy statement to solicit votes for its 2026 Annual Meeting of Stockholders, to be held virtually on April 16, 2026, for holders of record as of February 27, 2026. The filing lists the Board’s slate of ten director nominees, ratification of PricewaterhouseCoopers LLP as independent auditors, a non-binding say-on-pay vote, approval of the Humana Inc. 2026 Stock Incentive Plan, and a stockholder proposal. The proxy discloses 120,054,462 Shares outstanding at the record date and outlines board governance, committee responsibilities, stockholder engagement themes, and 2025 performance highlights including adjusted EPS in line with guidance and member counts of approximately 15.0 million medical members and 4.7 million specialty product members as of December 31, 2025.
Humana Inc. is offering $1,000,000,000 of 6.625% Fixed-to-Fixed Rate Junior Subordinated Notes due 2056. Interest accrues at 6.625% through September 15, 2031, then resets each five-year period to the Five-year U.S. Treasury Rate plus 2.891%, floored at 6.625%. The company may defer interest payments for up to ten consecutive years per deferral period; deferred interest accrues compound interest at the applicable rate. The notes are unsecured, subordinated to Humana’s senior indebtedness and structurally subordinated to subsidiary obligations. Estimated net proceeds are approximately $986 million, to be used for general corporate purposes, which may include repayment of commercial paper. Expected settlement is on or about March 9, 2026.
Humana Inc. is asking stockholders to vote at its 2026 Annual Meeting, a virtual event on April 16, 2026 at 1:00 p.m. Eastern via www.virtualshareholdermeeting.com/HUM2026. Stockholders of record on February 27, 2026, when 120,054,462 shares were outstanding, may vote.
The board seeks approval of ten director nominees, ratification of PricewaterhouseCoopers as 2026 auditor, a non-binding say-on-pay vote, and a new 2026 Stock Incentive Plan, while recommending against a stockholder proposal. Humana highlights 2025 progress in Medicare Advantage, Medicaid and CenterWell, including improved care quality, higher member retention and Adjusted EPS above initial guidance.
Humana Inc. is offering a series of fixed-to-fixed rate junior subordinated notes due 2056. The notes carry an initial fixed rate to a First Reset Date of 2031, then reset in successive five-year periods by reference to a five-year U.S. Treasury rate plus a spread, but will not reset below the initial rate. The issuer may defer interest payments for up to 10 consecutive years per deferral period, and the notes are subordinated to all senior indebtedness. Humana may redeem the notes in certain circumstances, including a tax event or a qualifying rating agency event. Net proceeds are intended for general corporate purposes, including repayment of commercial paper.
Humana Inc. filed Post-Effective Amendment No. 1 to its Form S-3 to add exhibits relating to its subordinated debt program.
The filing incorporates an Amended and Restated Indenture dated March 5, 2026 and a Statement of Eligibility on Form T-1 for The Bank of New York Mellon Trust Company, N.A. The amendment states that no changes were made to the base prospectus and that securities may be offered "from time to time after the effective date of this registration statement." The registration includes standard indemnification provisions and notes officers' and directors' insurance.
Humana Inc. filed an update stating that senior management will meet with investors and analysts between March 2 and March 31, 2026, and will reaffirm its full-year 2026 earnings guidance. The company continues to project at least $8.89 in diluted GAAP EPS for FY 2026.
Humana also reiterates projected Adjusted (non-GAAP) EPS of at least $9.00 for FY 2026, reflecting adjustments for $0.15 of amortization of identifiable intangibles and a $(0.04) cumulative net tax impact. Management states that Adjusted EPS is used to assess core operations and to inform planning and incentive compensation.