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.
Humana Inc. held its annual shareholder meeting on April 16, 2026, where all ten director nominees were elected to the board. A quorum was present, with 107,941,773 common shares represented by valid proxy.
Shareholders approved the ratification of PricewaterhouseCoopers LLP as independent auditor for the year ending December 31, 2026, supported the non-binding advisory vote on executive compensation, and approved the Humana Inc. 2026 Stock Incentive Plan. A shareholder proposal seeking a shareholder approval requirement for excessive golden parachutes did not pass.
Humana Inc. expanded its Board of Directors from ten to eleven members and elected Robert S. Field as a director, effective immediately following the Company’s 2026 Annual Meeting of Stockholders on April 16, 2026.
The Board determined that Field qualifies as an independent director under New York Stock Exchange standards. He will participate in Humana’s standard director compensation program and receive restricted stock units in connection with his election. Field is Principal and Managing Member of ηMed Capital Management LLC and brings more than two decades of healthcare investment, strategy, and legal experience. His appointment followed a Board-led search process informed by shareholder engagement.
Humana Inc. President, CenterWell, Sanjay K. Shetty reported equity compensation activity. On April 1, 2026, he acquired 887 shares of Humana common stock through the exercise or settlement of performance-related equity awards. On the same date, 401 shares at $175.44 per share were withheld to cover tax liabilities on performance stock vesting, with no sale proceeds received.
After these transactions, Shetty directly owns 12,143 Humana common shares, which include 8,818 restricted stock units and additional Performance Stock Units. He also holds stock options over 3,964 underlying shares at an exercise price of $487.1602 expiring on April 1, 2030, and options over 6,572 underlying shares at $367.21 expiring on February 21, 2031.
Humana Inc. President, Insurance George Renaudin reported routine compensation-related activity, including an annual contribution of 25 Phantom Stock Units based on Humana common stock at $173.39 per unit under the Humana Retirement Equalization Plan.
Following the update, he holds 199 Phantom Stock Units indirectly, 16,075 shares of Humana common stock directly and 542 shares indirectly through a retirement savings plan. He also holds stock options on 4,162 shares at an exercise price of $510.2425 expiring in 2030 and options on 6,966 shares at $367.21 expiring in 2031, plus 9,059 restricted stock units that may convert into common shares.
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.