Humana SEC Filings

Humana Inc. officer and President, Insurance, reported insider equity transactions dated 12/15/2025. He acquired 2,106 and 360 shares of Humana common stock at $0 per share through the vesting or exercise of equity awards, then disposed of 830 and 142 shares at $270.155 per share to pay tax liabilities on restricted stock vesting. After these transactions, he beneficially owned 15,459 shares directly and 525 shares indirectly through the Humana Retirement Savings Plan. His holdings also include 4,162 and 6,966 stock options, 9,059 restricted stock units representing contingent rights to receive common shares, and 172 phantom stock units linked to Humana common stock.

Humana Inc. executive John-Paul W. Felter, SVP, Chief Accounting Officer & Controller, reported equity award activity dated 12/15/2025. Two transactions coded "M" show 455 and 115 shares of Humana common stock acquired at $0 per share as restricted stock units converted into stock under the company’s 2019 Amended & Restated Stock Incentive Plan.

To satisfy tax liabilities on the vesting that occurred on 12/15/2025, transactions coded "F" show 209 and 53 shares disposed of at $270.155 per share, with no value received in return. After these transactions, he directly beneficially owned 1,734 Humana common shares, including 748 restricted stock units that each represent a contingent right to receive one additional share.

Humana Inc. executive John-Paul W. Felter, SVP, Chief Accounting Officer & Controller, reported equity award activity dated 12/15/2025. Two transactions coded "M" show 455 and 115 shares of Humana common stock acquired at $0 per share as restricted stock units converted into stock under the company’s 2019 Amended & Restated Stock Incentive Plan.

To satisfy tax liabilities on the vesting that occurred on 12/15/2025, transactions coded "F" show 209 and 53 shares disposed of at $270.155 per share, with no value received in return. After these transactions, he directly beneficially owned 1,734 Humana common shares, including 748 restricted stock units that each represent a contingent right to receive one additional share.

Humana Inc. announced a planned leadership transition in its Insurance segment and reaffirmed its earnings guidance for fiscal 2025. George Renaudin, Insurance Segment President and Enterprise Leadership Team member, plans to retire by the third quarter of 2026 and will continue as a strategic advisor through December 31, 2026, then move to a variable staffing pool role until March 1, 2027. He will receive his current base salary, annual incentive opportunity and benefits while serving as a strategic advisor, and then hourly pay for work performed during the variable staffing period, with no additional special compensation beyond normal equity vesting and standard associate programs. After the variable staffing period, and subject to a release of claims and restrictive covenants, he will receive benefits under the company’s Executive Severance Policy.

The company also announced that Aaron Martin will join in January 2026 as President of Medicare Advantage and an Enterprise Leadership Team member, later becoming Insurance Segment President after Mr. Renaudin’s transition, while John Barger will be promoted to President of Medicare Advantage. Humana reaffirmed fiscal 2025 diluted EPS guidance of approximately $12.26 on a GAAP basis and approximately $17.00 in Adjusted (non-GAAP) EPS. The reconciliation from GAAP to Adjusted EPS includes items such as amortization of identifiable intangibles, put/call valuation adjustments associated with non-consolidating minority interest investments, value creation initiatives, the impact of exiting the employer group commercial products business, litigation settlements, loss on sale of a business, impairment charges and the cumulative net tax impact.

Humana Inc. announced a planned leadership transition in its Insurance segment and reaffirmed its earnings guidance for fiscal 2025. George Renaudin, Insurance Segment President and Enterprise Leadership Team member, plans to retire by the third quarter of 2026 and will continue as a strategic advisor through December 31, 2026, then move to a variable staffing pool role until March 1, 2027. He will receive his current base salary, annual incentive opportunity and benefits while serving as a strategic advisor, and then hourly pay for work performed during the variable staffing period, with no additional special compensation beyond normal equity vesting and standard associate programs. After the variable staffing period, and subject to a release of claims and restrictive covenants, he will receive benefits under the company’s Executive Severance Policy.

The company also announced that Aaron Martin will join in January 2026 as President of Medicare Advantage and an Enterprise Leadership Team member, later becoming Insurance Segment President after Mr. Renaudin’s transition, while John Barger will be promoted to President of Medicare Advantage. Humana reaffirmed fiscal 2025 diluted EPS guidance of approximately $12.26 on a GAAP basis and approximately $17.00 in Adjusted (non-GAAP) EPS. The reconciliation from GAAP to Adjusted EPS includes items such as amortization of identifiable intangibles, put/call valuation adjustments associated with non-consolidating minority interest investments, value creation initiatives, the impact of exiting the employer group commercial products business, litigation settlements, loss on sale of a business, impairment charges and the cumulative net tax impact.

Humana Inc. is reaffirming its full-year 2025 profit outlook as senior management meets with investors and analysts in December 2025. The company continues to project approximately $12.26 in GAAP diluted earnings per share (EPS) and approximately $17.00 in adjusted (non-GAAP) EPS for FY 2025, consistent with guidance issued on November 5, 2025.

The adjusted EPS figure reflects several items added to or subtracted from GAAP EPS, including amortization of identifiable intangibles, put/call valuation adjustments related to minority interest investments, value creation initiatives, the exit of the employer group commercial products business, litigation settlements, loss on sale of a business, impairment charges, and a cumulative net tax impact. Management states that adjusted EPS helps them analyze core operating performance over time and use it for planning and incentive compensation, while emphasizing it should be considered alongside GAAP EPS.

Humana Inc. reported third‑quarter results and updates in its September 30, 2025 Form 10‑Q. Total revenues were $32.649 billion, up from $29.397 billion a year ago, as premiums rose to $30.711 billion. Net income was $194 million versus $480 million, reflecting a $63 million loss on a business sale and Value Creation charges of $267 million recorded in operating costs. Diluted EPS was $1.62.

For the nine months, revenues reached $97.149 billion (from $88.548 billion) and net income was $1.979 billion (from $1.897 billion). The effective tax rate for the quarter was (77.3)%, driven by a tax loss on sale of business realizable via capital loss carryback.

Liquidity strengthened: cash and cash equivalents were $5.388 billion (from $2.221 billion at year‑end). Humana issued $1.481 billion of senior notes in March 2025, repaid $577 million notes at maturity, and ended with long‑term debt of $12.607 billion. Shareholder returns included $0.885 per‑share quarterly dividends and $100 million of repurchases year‑to‑date; remaining repurchase authorization was $2.8 billion as of November 4, 2025. Medicare Part D changes effective January 1, 2025 capped beneficiary out‑of‑pocket costs at $2,000.

Humana Inc. furnished an 8-K announcing it issued a press release reporting financial results for the quarter ended September 30, 2025, and posted a detailed earnings release on its investor relations website. The company also provided management’s prepared remarks covering the quarter’s performance and expectations for future earnings.

The materials are attached as Exhibits 99.1 (press release), 99.2 (earnings release and statistical pages), and 99.3 (prepared remarks), with Item 2.02 (Results of Operations and Financial Condition) and Item 7.01 (Regulation FD Disclosure) noted in the report.

Humana Inc. (HUM) director Gordon Smith reported insider activity on 11/01/2025. He acquired 765 shares of Humana common stock via transaction code M at a reported price of $0, bringing his directly held common shares to 765.

The filing also lists deferred equity: 783 restricted stock units tied to the annual director fee and 378 stock units from electing to convert cash fees, each generally payable in Humana common stock on a 1‑for‑1 basis per the director’s elections.

George Renaudin II, an officer of Humana Inc. (HUM), reported changes in his beneficial ownership on transactions dated 10/01/2025. The filing shows 609 restricted stock units vested/added (transaction code M) and a disposition of 240 shares sold at $253.12, leaving him with 16,071 shares directly beneficially owned after the sale.

The Form 4 also discloses outstanding equity awards: stock options covering 4,162 shares with a conversion/exercise price of $510.2425 (exercisable 02/24/2030) and 6,966 shares with a $367.21 exercise price (exercisable 02/21/2031). The filing notes 11,165 restricted stock units included in the total and 172 phantom stock units held indirectly under the company plans.

David T. Feinberg, a director of Humana Inc. (HUM), reported changes in his beneficial ownership on a Form 4 covering transactions dated 09/30/2025. The filing shows a disposition of 441 shares of Humana common stock. It also reports holdings and movements in restricted stock units: 1,593 restricted stock units described as annual director fees deferred, an acquisition of 69 restricted stock units at a reported price of $257.7925, and 17 additional shares/units. The director elected to defer cash fees and dividend payments into stock units, which will be paid 1-for-1 in common stock upon his resignation.

Humana Inc. reaffirmed its full-year 2025 earnings guidance of approximately $13.77 diluted GAAP EPS and $17.00 adjusted EPS. Management explained that Adjusted EPS is a non-GAAP measure used to present core operating performance alongside GAAP EPS and that a reconciliation is provided in the filing.

The company said it is not satisfied with 2026 Medicare Advantage (MA) Star Ratings but reported tactical operational improvements during the final months of the 2026 measurement period and a strategic, data-driven shift in its Stars program. Humana expects a return to Top Quartile MA Star Ratings for 2027 after incorporating updated thresholds into forecasts and executing a MA contract diversification strategy that it says will materially raise the share of members in contracts rated four stars and above versus the current ~20% level. The company also remains confident in its 2026 Individual MA pricing and benefit design and expects to double individual MA pre-tax margin in 2026 (excluding Stars) and to return to membership growth in 2026.