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. 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.
Humana Inc. executive Michelle A. O'Hara reported routine equity compensation activity. On 12/15/2025, she acquired 1,401 shares of Humana common stock at $0 per share through a transaction coded "M". On the same date, 632 shares coded "F" were disposed of at $270.155 per share to cover tax liabilities on shares vesting that day, with no value received in return. After these transactions, she beneficially owned 10,634 shares, including 9,865 restricted stock units that each represent a contingent right to receive one share of Humana common stock under the company's 2019 Amended & Restated Plan.
Humana Inc.'s president and CEO James A. Rechtin reported equity transactions in company stock dated 12/15/2025.
He acquired 7,707 shares of Humana common stock at $0 per share through an option exercise, then disposed of 3,372 shares at $270.155 per share to satisfy tax liabilities for shares vesting on that date. After these transactions, he indirectly beneficially owned 27,102 shares, including 14,054 restricted stock units, held in revocable trusts for himself and his spouse.
He also holds stock options exercisable for 29,230 shares at $458.185 per share until 01/08/2031 and options for 15,772 shares at $367.21 per share until 02/21/2031, plus 4,366 additional restricted stock units.
Humana Inc. Chief Legal Officer Joseph C. Ventura reported several insider transactions in Humana common stock dated 12/15/2025. He acquired 2,046 shares and an additional 360 shares at an exercise price of $0 per share through stock option and restricted stock unit activity. To cover tax obligations on vesting shares, he disposed of 933 and 164 shares at $270.155 per share, with no value received in return.
After these transactions, Ventura beneficially owns 16,530 Humana common shares directly, including 6,250 restricted stock units, and 290 shares held indirectly in the Humana Retirement Savings Plan. He also holds stock options granted under Humana’s 2019 Amended & Restated Stock Incentive Plan covering 4,656, 4,598, 3,932, 4,162 and 6,572 shares, with exercise prices from $350.7875 to $510.2425 and expirations between 02/24/2027 and 02/21/2031.
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. 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.