HUM

hum-202602110000049071false00000490712026-02-112026-02-110000049071dei:FormerAddressMember2026-02-112026-02-11

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 11, 2026 (February 11, 2026)

Humana Inc.

(Exact name of registrant as specified in its charter)

Delaware1-597561-0647538 (State or other jurisdiction of incorporation)(Commission File Number)(IRS Employer Identification No.)

101 East Main Street, Louisville, KY 40202 (Address of principal executive offices, including zip code)

502-580-1000 (Registrant’s telephone number, including area code)

500 West Main Street, Louisville, KY 40202 (Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each classTrading Symbol(s)Name of each exchange on which registered Common StockHUMNew York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2). Emerging growth company  ☐ If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  ☐

Item 2.02    Results of Operations and Financial Condition.

Item 7.01    Regulation FD Disclosure. Humana Inc. (the "Company") issued a press release this morning reporting financial results for the quarter ended December 31, 2025, and posted a detailed earnings release related to the same period to the Investor Relations portion of the Company’s website at www.humana.com. A copy of each release is attached hereto as Exhibit 99.1 and Exhibit 99.2, respectively, and each release is incorporated herein by reference. Additionally, a copy of management's prepared remarks on the Company's 2025 financial results and expectations for future earnings, is attached hereto as Exhibit 99.3, and incorporated herein by reference.

Item 9.01    Financial Statements and Exhibits. (d)Exhibits:

Exhibit No.Description

99.1Press Release

99.2Earnings Release and Statistical Pages

99.3Prepared Management Remarks

104Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this Report to be signed on its behalf by the undersigned hereunto duly authorized.

HUMANA INC.

BY:/s/ John-Paul W. Felter John-Paul W. Felter Senior Vice President, Chief Accounting Officer & Controller (Principal Accounting Officer)

Dated: February 11, 2026

hum-202511050000049071false00000490712025-11-052025-11-05

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 5, 2025 (November 5, 2025)

Humana Inc.

(Exact name of registrant as specified in its charter)

Delaware1-597561-0647538 (State or other jurisdiction of incorporation)(Commission File Number)(IRS Employer Identification No.)

500 West Main Street Louisville, KY 40202 (Address of principal executive offices, including zip code)

502-580-1000 (Registrant’s telephone number, including area code) (Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each classTrading Symbol(s)Name of each exchange on which registered Common StockHUMNew York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2). Emerging growth company  ☐ If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  ☐

Item 2.02    Results of Operations and Financial Condition.

Item 7.01    Regulation FD Disclosure. Humana Inc. (the "Company") issued a press release this morning reporting financial results for the quarter ended September 30, 2025, and posted a detailed earnings release related to the same period to the Investor Relations portion of the Company’s website at www.humana.com. A copy of each release is attached hereto as Exhibit 99.1 and Exhibit 99.2, respectively, and each release is incorporated herein by reference. Additionally, a copy of management's prepared remarks on the Company's financial results for the quarter ended September 30, 2025 and expectations for future earnings, is attached hereto as Exhibit 99.3, and incorporated herein by reference.

Item 9.01    Financial Statements and Exhibits. (d)Exhibits:

Exhibit No.Description

99.1Press Release

99.2Earnings Release and Statistical Pages

99.3Prepared Management Remarks

104Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this Report to be signed on its behalf by the undersigned hereunto duly authorized.

HUMANA INC.

BY:/s/ John-Paul W. Felter John-Paul W. Felter Senior Vice President, Chief Accounting Officer & Controller (Principal Accounting Officer)

Dated: November 5, 2025

hum-202507300000049071false00000490712025-07-302025-07-30

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 30, 2025 (July 30, 2025)

Humana Inc.

(Exact name of registrant as specified in its charter)

Delaware1-597561-0647538 (State or other jurisdiction of incorporation)(Commission File Number)(IRS Employer Identification No.)

500 West Main Street Louisville, KY 40202 (Address of principal executive offices, including zip code)

502-580-1000 (Registrant’s telephone number, including area code) (Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each classTrading Symbol(s)Name of each exchange on which registered Common StockHUMNew York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2). Emerging growth company  ☐ If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  ☐

Item 2.02    Results of Operations and Financial Condition.

Item 7.01    Regulation FD Disclosure. Humana Inc. (the "Company") issued a press release this morning reporting financial results for the quarter ended June 30, 2025, and posted a detailed earnings release related to the same period to the Investor Relations portion of the Company’s website at www.humana.com. A copy of each release is attached hereto as Exhibit 99.1 and Exhibit 99.2, respectively, and each release is incorporated herein by reference. Additionally, a copy of management's prepared remarks on the Company's financial results for the quarter ended June 30, 2025 and expectations for future earnings, is attached hereto as Exhibit 99.3, and incorporated herein by reference.

Item 9.01    Financial Statements and Exhibits. (d)Exhibits:

Exhibit No.Description

99.1Press Release

99.2Earnings Release and Statistical Pages

99.3Prepared Management Remarks

104Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this Report to be signed on its behalf by the undersigned hereunto duly authorized.

HUMANA INC.

BY:/s/ John-Paul W. Felter John-Paul W. Felter Senior Vice President, Chief Accounting Officer & Controller (Principal Accounting Officer)

Dated: July 30, 2025

hum-202504300000049071false00000490712025-04-302025-04-30

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 30, 2025 (April 30, 2025)

Humana Inc.

(Exact name of registrant as specified in its charter)

Delaware1-597561-0647538 (State or other jurisdiction of incorporation)(Commission File Number)(IRS Employer Identification No.)

500 West Main Street Louisville, KY 40202 (Address of principal executive offices, including zip code)

502-580-1000 (Registrant’s telephone number, including area code) (Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each classTrading Symbol(s)Name of each exchange on which registered Common StockHUMNew York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2). Emerging growth company  ☐ If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  ☐

Item 2.02    Results of Operations and Financial Condition.

Item 7.01    Regulation FD Disclosure. Humana Inc. (the "Company") issued a press release this morning reporting financial results for the quarter ended March 31, 2025, and posted a detailed earnings release related to the same period to the Investor Relations portion of the Company’s website at www.humana.com. A copy of each release is attached hereto as Exhibit 99.1 and Exhibit 99.2, respectively, and each release is incorporated herein by reference. Additionally, a copy of management's prepared remarks on the Company's financial results for the quarter ended March 31, 2025 and expectations for future earnings, is attached hereto as Exhibit 99.3, and incorporated herein by reference.

Item 9.01    Financial Statements and Exhibits. (d)Exhibits:

Exhibit No.Description

99.1Press Release

99.2Earnings Release and Statistical Pages

99.3Prepared Management Remarks

104Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this Report to be signed on its behalf by the undersigned hereunto duly authorized.

HUMANA INC.

BY:/s/ John-Paul W. Felter John-Paul W. Felter Senior Vice President, Chief Accounting Officer & Controller (Principal Accounting Officer)

Dated: April 30, 2025

hum-202502110000049071false00000490712025-02-112025-02-11

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 11, 2025 (February 11, 2025)

Humana Inc.

(Exact name of registrant as specified in its charter)

Delaware1-597561-0647538 (State or other jurisdiction of incorporation)(Commission File Number)(IRS Employer Identification No.)

500 West Main Street Louisville, KY 40202 (Address of principal executive offices, including zip code)

502-580-1000 (Registrant’s telephone number, including area code) (Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each classTrading Symbol(s)Name of each exchange on which registered Common StockHUMNew York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2). Emerging growth company  ☐ If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  ☐

Item 2.02    Results of Operations and Financial Condition.

Item 7.01    Regulation FD Disclosure. Humana Inc. (the "Company") issued a press release this morning reporting financial results for the quarter ended December 31, 2024, and posted a detailed earnings release related to the same period to the Investor Relations portion of the Company’s website at www.humana.com. A copy of each release is attached hereto as Exhibit 99.1 and Exhibit 99.2, respectively, and each release is incorporated herein by reference. Additionally, a copy of management's prepared remarks on the Company's 2024 financial results and expectations for future earnings, is attached hereto as Exhibit 99.3, and incorporated herein by reference.

Item 9.01    Financial Statements and Exhibits. (d)Exhibits:

Exhibit No.Description

99.1Press Release

99.2Earnings Release and Statistical Pages

99.3Prepared Management Remarks

104Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this Report to be signed on its behalf by the undersigned hereunto duly authorized.

HUMANA INC.

BY:/s/ John-Paul W. Felter John-Paul W. Felter Senior Vice President, Chief Accounting Officer & Controller (Principal Accounting Officer)

Dated: February 11, 2025

hum-202410300000049071false00000490712024-10-302024-10-30

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 30, 2024 (October 30, 2024)

Humana Inc.

(Exact name of registrant as specified in its charter)

Delaware1-597561-0647538 (State or other jurisdiction of incorporation)(Commission File Number)(IRS Employer Identification No.)

500 West Main Street Louisville, KY 40202 (Address of principal executive offices, including zip code)

502-580-1000 (Registrant’s telephone number, including area code) (Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each classTrading Symbol(s)Name of each exchange on which registered Common StockHUMNew York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2). Emerging growth company  ☐ If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  ☐

Item 2.02    Results of Operations and Financial Condition.

Item 7.01    Regulation FD Disclosure. Humana Inc. (the "Company") issued a press release this morning reporting financial results for the quarter ended September 30, 2024, and posted a detailed earnings release related to the same period to the Investor Relations portion of the Company’s website at www.humana.com. A copy of each release is attached hereto as Exhibit 99.1 and Exhibit 99.2, respectively, and each release is incorporated herein by reference. Additionally, a copy of management's prepared remarks on the Company's financial results for the quarter ended September 30, 2024 and expectations for future earnings, is attached hereto as Exhibit 99.3, and incorporated herein by reference.

Item 9.01    Financial Statements and Exhibits. (d)Exhibits:

Exhibit No.Description

99.1Press Release

99.2Earnings Release and Statistical Pages

99.3Prepared Management Remarks

104Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this Report to be signed on its behalf by the undersigned hereunto duly authorized.

HUMANA INC.

BY:/s/ John-Paul W. Felter John-Paul W. Felter Senior Vice President, Chief Accounting Officer & Controller (Principal Accounting Officer)

Dated: October 30, 2024

hum-202407310000049071false00000490712024-07-312024-07-31

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 31, 2024 (July 31, 2024)

Humana Inc.

(Exact name of registrant as specified in its charter)

Delaware1-597561-0647538 (State or other jurisdiction of incorporation)(Commission File Number)(IRS Employer Identification No.)

500 West Main Street Louisville, KY 40202 (Address of principal executive offices, including zip code)

502-580-1000 (Registrant’s telephone number, including area code) (Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each classTrading Symbol(s)Name of each exchange on which registered Common StockHUMNew York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2). Emerging growth company  ☐ If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  ☐

Item 2.02    Results of Operations and Financial Condition.

Item 7.01    Regulation FD Disclosure. Humana Inc. (the "Company") issued a press release this morning reporting financial results for the quarter ended June 30, 2024, and posted a detailed earnings release related to the same period to the Investor Relations portion of the Company’s website at www.humana.com. A copy of each release is attached hereto as Exhibit 99.1 and Exhibit 99.2, respectively, and each release is incorporated herein by reference. Additionally, a copy of management's prepared remarks on the Company's financial results for the quarter ended June 30, 2024 and expectations for future earnings, as well as a letter from CEO, Jim Rechtin, are attached hereto as Exhibit 99.3 and Exhibit 99.4, respectively, and incorporated herein by reference.

Item 9.01    Financial Statements and Exhibits. (d)Exhibits:

Exhibit No.Description

99.1Press Release

99.2Earnings Release and Statistical Pages

99.3Prepared Management Remarks

99.4Letter from CEO, Jim Rechtin

104Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this Report to be signed on its behalf by the undersigned hereunto duly authorized.

HUMANA INC.

BY:/s/ John-Paul W. Felter John-Paul W. Felter Senior Vice President, Chief Accounting Officer & Controller (Principal Accounting Officer)

Dated: July 31, 2024

hum-202404240000049071false00000490712024-04-242024-04-24

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 24, 2024 (April 24, 2024)

Humana Inc.

(Exact name of registrant as specified in its charter)

Delaware1-597561-0647538 (State or other jurisdiction of incorporation)(Commission File Number)(IRS Employer Identification No.)

500 West Main Street Louisville, KY 40202 (Address of principal executive offices, including zip code)

502-580-1000 (Registrant’s telephone number, including area code) (Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each classTrading Symbol(s)Name of each exchange on which registered Common StockHUMNew York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2). Emerging growth company  ☐ If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  ☐

Item 2.02    Results of Operations and Financial Condition.

Item 7.01    Regulation FD Disclosure. Humana Inc. (the "Company") issued a press release this morning reporting financial results for the quarter ended March 31, 2024, and posted a detailed earnings release related to the same period to the Investor Relations portion of the Company’s website at www.humana.com. A copy of each release is attached hereto as Exhibit 99.1 and Exhibit 99.2, respectively, and each release is incorporated herein by reference. Additionally, a copy of management's prepared remarks on the Company's financial results for the quarter ended March 31, 2024 and expectations for future earnings, is attached hereto as Exhibit 99.3 and incorporated herein by reference.

Item 9.01    Financial Statements and Exhibits. (d)Exhibits:

Exhibit No.Description

99.1Press Release

99.2Earnings Release and Statistical Pages

99.3Prepared Management Remarks

104Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this Report to be signed on its behalf by the undersigned hereunto duly authorized.

HUMANA INC.

BY:/s/ John-Paul W. Felter John-Paul W. Felter Senior Vice President, Chief Accounting Officer & Controller (Principal Accounting Officer)

Dated: April 24, 2024

hum-202401250000049071false00000490712024-01-252024-01-25

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 25, 2024 (January 25, 2024)

Humana Inc.

(Exact name of registrant as specified in its charter)

Delaware1-597561-0647538 (State or other jurisdiction of incorporation)(Commission File Number)(IRS Employer Identification No.)

500 West Main Street Louisville, KY 40202 (Address of principal executive offices, including zip code)

502-580-1000 (Registrant’s telephone number, including area code) (Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each classTrading Symbol(s)Name of each exchange on which registered Common StockHUMNew York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2). Emerging growth company  ☐ If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  ☐

Item 2.02    Results of Operations and Financial Condition.

Item 7.01    Regulation FD Disclosure. Humana Inc. (the "Company") issued a press release this morning reporting financial results for the quarter ended December 31, 2023, and posted a detailed earnings release related to the same period to the Investor Relations portion of the Company’s website at www.humana.com. A copy of each release is attached hereto as Exhibit 99.1 and Exhibit 99.2, respectively, and each release is incorporated herein by reference. Additionally, a copy of management's prepared remarks on the company's 2023 financial results and expectations for future earnings, is attached hereto as Exhibit 99.3 and incorporated herein by reference.

Item 9.01    Financial Statements and Exhibits. (d)Exhibits:

Exhibit No.Description

99.1Press Release

99.2Earnings Release and Statistical Pages

99.3Prepared Management Remarks

104Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this Report to be signed on its behalf by the undersigned hereunto duly authorized.

HUMANA INC.

BY:/s/ John-Paul W. Felter John-Paul W. Felter Senior Vice President, Chief Accounting Officer & Controller (Principal Accounting Officer)

Dated: January 25, 2024

hum-202401180000049071false00000490712024-01-182024-01-18

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 18, 2024 (January 18, 2024)

Humana Inc.

(Exact name of registrant as specified in its charter)

Delaware1-597561-0647538 (State or other jurisdiction of incorporation)(Commission File Number)(IRS Employer Identification No.)

500 West Main Street Louisville, KY 40202 (Address of principal executive offices, including zip code)

502-580-1000 (Registrant’s telephone number, including area code) (Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each classTrading Symbol(s)Name of each exchange on which registered Common StockHUMNew York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2). Emerging growth company  ☐ If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  ☐

Item 2.02 Results of Operations and Financial Condition.

Item 7.01 Regulation FD Disclosure.

2024 Individual Medicare Advantage Enrollment Based on the results of the annual election period (AEP), Humana Inc. (the “Company”) now expects individual Medicare Advantage (MA) growth of approximately 100,000 members for the year ending December 31, 2024, representing 1.8 percent growth over its membership as of December 31, 2023 of approximately 5.4 million members, compared to its previous commentary of ‘at or slightly above industry average growth’. The Company’s membership growth outlook for 2024 is impacted by its balanced approach to pricing which resulted in a lower share of overall industry growth. While the Company’s overall AEP sales volume was in line with expectations, a higher proportion was driven by plan change activity by existing members, resulting in lower new member sales than expected. Despite the higher plan change activity, the Company experienced slightly higher attrition during the AEP than expected. Actual AEP growth for the Company is approximately 120,000 members, which is expected to decline slightly by year end due to the more limited sales opportunity post AEP and the expectation that the Company will see slightly higher attrition within its Dual Special Needs Plan (D-SNP) offerings over the next several months as members lose dual eligible status from the on-going Medicaid redetermination process.

The Company continues to believe it took a prudent approach to 2024 pricing considering the current regulatory changes and evolving utilization environment. In addition, the Company believes it remains well positioned to compete as an industry leader in the attractive Medicare Advantage market going forward with its differentiated capabilities, including highly diversified and patient centered value-based care arrangements, exceptional quality as demonstrated by its industry leading Stars scores, best in class consumer experience rankings, and continued growth and integration of its CenterWell capabilities.

Medical Cost Trend Update and Revised Full Year 2023 EPS Expectations As shared on the Company’s third quarter 2023 earnings call on November 1, 2023, the Company anticipated the higher level of medical utilization experienced during the third quarter in its Medicare Advantage business would continue for the remainder of the year. Actual fourth quarter results reflect an additional increase in Medicare Advantage medical cost trends, driven by higher than anticipated inpatient utilization, primarily for the months of November and December, as well as a further increase in non-inpatient trends, predominantly in the categories of physician, outpatient surgeries and supplemental benefits, which emerged with the November and December paid claims data (received throughout December and January, respectively). The higher than anticipated cost trends are expected to result i

hum-202311010000049071false00000490712023-11-012023-11-01

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 1, 2023 (November 1, 2023)

Humana Inc.

(Exact name of registrant as specified in its charter)

Delaware1-597561-0647538 (State or other jurisdiction of incorporation)(Commission File Number)(IRS Employer Identification No.)

500 West Main Street Louisville, KY 40202 (Address of principal executive offices, including zip code)

502-580-1000 (Registrant’s telephone number, including area code) (Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each classTrading Symbol(s)Name of each exchange on which registered Common StockHUMNew York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2). Emerging growth company  ☐ If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  ☐

Item 2.02    Results of Operations and Financial Condition.

Item 7.01    Regulation FD Disclosure. Humana Inc. (the "Company") issued a press release this morning reporting financial results for the quarter ended September 30, 2023, and posted a detailed earnings release related to the same period to the Investor Relations portion of the Company’s website at www.humana.com. A copy of each release is attached hereto as Exhibit 99.1 and Exhibit 99.2, respectively, and each release is incorporated herein by reference.

Item 9.01    Financial Statements and Exhibits. (d)Exhibits:

Exhibit No.Description

99.1Press Release

99.2Earnings Release and Statistical Pages

104Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this Report to be signed on its behalf by the undersigned hereunto duly authorized.

HUMANA INC.

BY:/s/ John-Paul W. Felter John-Paul W. Felter Senior Vice President, Chief Accounting Officer & Controller (Principal Accounting Officer)

Dated: November 1, 2023

hum-202308020000049071false00000490712023-08-022023-08-02

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 2, 2023 (August 2, 2023)

Humana Inc.

(Exact name of registrant as specified in its charter)

Delaware1-597561-0647538 (State or other jurisdiction of incorporation)(Commission File Number)(IRS Employer Identification No.)

500 West Main Street Louisville, KY 40202 (Address of principal executive offices, including zip code)

502-580-1000 (Registrant’s telephone number, including area code) (Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each classTrading Symbol(s)Name of each exchange on which registered Common StockHUMNew York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2). Emerging growth company  ☐ If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  ☐

Item 2.02    Results of Operations and Financial Condition.

Item 7.01    Regulation FD Disclosure. Humana Inc. (the "Company") issued a press release this morning reporting financial results for the quarter ended June 30, 2023, and posted a detailed earnings release related to the same period to the Investor Relations portion of the Company’s website at www.humana.com. A copy of each release is attached hereto as Exhibit 99.1 and Exhibit 99.2, respectively, and each release is incorporated herein by reference.

Item 9.01    Financial Statements and Exhibits. (d)Exhibits:

Exhibit No.Description

99.1Press Release

99.2Earnings Release and Statistical Pages

104Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this Report to be signed on its behalf by the undersigned hereunto duly authorized.

HUMANA INC.

BY:/s/ John-Paul W. Felter John-Paul W. Felter Senior Vice President, Chief Accounting Officer & Controller (Principal Accounting Officer)

Dated: August 2, 2023

hum-202304260000049071false00000490712023-04-262023-04-26

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 26, 2023 (April 26, 2023)

Humana Inc.

(Exact name of registrant as specified in its charter)

Delaware1-597561-0647538 (State or other jurisdiction of incorporation)(Commission File Number)(IRS Employer Identification No.)

500 West Main Street Louisville, KY 40202 (Address of principal executive offices, including zip code)

502-580-1000 (Registrant’s telephone number, including area code) (Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each classTrading Symbol(s)Name of each exchange on which registered Common StockHUMNew York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2). Emerging growth company  ☐ If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  ☐

Item 2.02    Results of Operations and Financial Condition.

Item 7.01    Regulation FD Disclosure. Humana Inc. (the "Company") issued a press release this morning reporting financial results for the quarter ended March 31, 2023, and posted a detailed earnings release related to the same period to the Investor Relations portion of the Company’s website at www.humana.com. A copy of each release is attached hereto as Exhibit 99.1 and Exhibit 99.2, respectively, and each release is incorporated herein by reference.

Item 9.01    Financial Statements and Exhibits. (d)Exhibits:

Exhibit No.Description

99.1Press Release

99.2Earnings Release and Statistical Pages

104Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this Report to be signed on its behalf by the undersigned hereunto duly authorized.

HUMANA INC.

BY:/s/ John-Paul W. Felter John-Paul W. Felter Senior Vice President, Chief Accounting Officer & Controller (Principal Accounting Officer)

Dated: April 26, 2023

hum-202302010000049071false00000490712023-02-012023-02-01

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 1, 2023 (February 1, 2023)

Humana Inc.

(Exact name of registrant as specified in its charter)

Delaware1-597561-0647538 (State or other jurisdiction of incorporation)(Commission File Number)(IRS Employer Identification No.)

500 West Main Street Louisville, KY 40202 (Address of principal executive offices, including zip code)

502-580-1000 (Registrant’s telephone number, including area code) (Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each classTrading Symbol(s)Name of each exchange on which registered Common StockHUMNew York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2). Emerging growth company  ☐ If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  ☐

Item 2.02    Results of Operations and Financial Condition.

Item 7.01    Regulation FD Disclosure. Humana Inc. (the "Company") issued a press release this morning reporting financial results for the quarter ended December 31, 2022, and posted a detailed earnings release related to the same period to the Investor Relations portion of the Company’s website at www.humana.com. A copy of each release is attached hereto as Exhibit 99.1 and Exhibit 99.2, respectively, and each release is incorporated herein by reference.

Item 9.01    Financial Statements and Exhibits. (d)Exhibits:

Exhibit No.Description

99.1Press Release

99.2Earnings Release and Statistical Pages

104Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this Report to be signed on its behalf by the undersigned hereunto duly authorized.

HUMANA INC.

BY:/s/ John-Paul W. Felter John-Paul W. Felter Senior Vice President, Chief Accounting Officer & Controller (Principal Accounting Officer)

Dated: February 1, 2023

hum-202211020000049071false00000490712022-11-022022-11-02

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 2, 2022 (November 2, 2022)

Humana Inc.

(Exact name of registrant as specified in its charter)

Delaware1-597561-0647538 (State or other jurisdiction of incorporation)(Commission File Number)(IRS Employer Identification No.)

500 West Main Street Louisville, KY 40202 (Address of principal executive offices, including zip code)

502-580-1000 (Registrant’s telephone number, including area code) (Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each classTrading Symbol(s)Name of each exchange on which registered Common StockHUMNew York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2). Emerging growth company  ☐ If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  ☐

Item 2.02    Results of Operations and Financial Condition.

Item 7.01    Regulation FD Disclosure. Humana Inc. (the "Company") issued a press release this morning reporting financial results for the quarter ended September 30, 2022, and posted a detailed earnings release related to the same period to the Investor Relations portion of the Company’s website at www.humana.com. A copy of each release is attached hereto as Exhibit 99.1 and Exhibit 99.2, respectively, and each release is incorporated herein by reference.

Item 9.01    Financial Statements and Exhibits. (d)Exhibits:

Exhibit No.Description

99.1Press Release

99.2Earnings Release and Statistical Pages

104Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this Report to be signed on its behalf by the undersigned hereunto duly authorized.

HUMANA INC.

BY:/s/ John-Paul W. Felter John-Paul W. Felter Senior Vice President, Chief Accounting Officer & Controller (Principal Accounting Officer)

Dated: November 2, 2022

hum-202207270000049071false00000490712022-07-272022-07-27

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 27, 2022 (July 25, 2022)

Humana Inc.

(Exact name of registrant as specified in its charter)

Delaware1-597561-0647538 (State or other jurisdiction of incorporation)(Commission File Number)(IRS Employer Identification No.)

500 West Main Street Louisville, KY 40202 (Address of principal executive offices, including zip code)

502-580-1000 (Registrant’s telephone number, including area code) (Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each classTrading Symbol(s)Name of each exchange on which registered Common StockHUMNew York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2). Emerging growth company  ☐ If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  ☐

Item 2.02    Results of Operations and Financial Condition.

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

(b) and (e) On July 27, 2022, Humana Inc. (the “Company”) announced that Timothy Alan Wheatley, Segment President, Retail, will be transitioning from his current role as of December 31, 2022, after which he has agreed to serve in an advisory capacity to the Company through March 1, 2024 (the “Transition Period”) to ensure a smooth transition of the Company’s Retail Segment operations.

In connection with the transition, Mr. Wheatley entered into an agreement with the Company, dated as of July 25, 2022 (the “Transition Agreement”), which provides that during the Transition Period he will provide advisory services with respect to the Company’s Retail Segment operations. Until December 31, 2023, Mr. Wheatley will continue to receive his current base salary, annual incentive plan opportunity and benefits, and his outstanding equity awards will be treated in accordance with applicable provisions under the Company’s stock incentive plans. At the end of the Transition Period, Mr. Wheatley will receive, subject to his execution of a general release of claims and compliance with applicable non-compete and non-solicit covenants, the benefits pursuant to the Company’s Executive Severance Policy and stock incentive plans that participants receive in connection with a position elimination.

The foregoing summary of the Transition Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Transition Agreement, a copy of which is expected to be filed as an exhibit to the Company’s Quarterly Report on Form 10-Q for the period ending June 30, 2022. Item 7.01    Regulation FD Disclosure. Humana Inc. (the "Company") issued a press release this morning reporting financial results for the quarter ended June 30, 2022, and posted a detailed earnings release related to the same period to the Investor Relations portion of the Company’s website at www.humana.com. A copy of each release is attached hereto as Exhibit 99.1 and Exhibit 99.2, respectively, and each release is incorporated herein by reference.

Item 9.01    Financial Statements and Exhibits. (d)Exhibits:

Exhibit No.Description

99.1Press Release

99.2Earnings Release and Statistical Pages

104Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this Report to be signed on its behalf by the undersigned hereunto duly authorized.

HUMANA INC.

BY:/s/ Michael A. Koeberlein Michael A. Koeberlein Senior Vice President, Chief Accounting Officer and Controller (Principal Accounting Officer)

Dated: July 27, 2022

hum-202204270000049071false00000490712022-04-272022-04-27

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 27, 2022 (April 27, 2022)

Humana Inc.

(Exact name of registrant as specified in its charter)

Delaware1-597561-0647538 (State or other jurisdiction of incorporation)(Commission File Number)(IRS Employer Identification No.)

500 West Main Street Louisville, KY 40202 (Address of principal executive offices, including zip code)

502-580-1000 (Registrant’s telephone number, including area code) (Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each classTrading Symbol(s)Name of each exchange on which registered Common StockHUMNew York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2). Emerging growth company  ☐ If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  ☐

Item 2.02    Results of Operations and Financial Condition.

Item 7.01    Regulation FD Disclosure. Humana Inc. (the "Company") issued a press release this morning reporting financial results for the quarter ended March 31, 2022, and posted a detailed earnings release related to the same period to the Investor Relations portion of the Company’s website at www.humana.com. A copy of each release is attached hereto as Exhibit 99.1 and Exhibit 99.2, respectively, and each release is incorporated herein by reference.

Item 9.01    Financial Statements and Exhibits. (d)Exhibits:

Exhibit No.Description

99.1Press Release

99.2Earnings Release and Statistical Pages

104Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this Report to be signed on its behalf by the undersigned hereunto duly authorized.

HUMANA INC.

BY:/s/ Michael A. Koeberlein Michael A. Koeberlein Senior Vice President, Chief Accounting Officer and Controller (Principal Accounting Officer)

Dated: April 27, 2022

hum-202202020000049071false00000490712022-02-022022-02-02

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 2, 2022 (February 2, 2022)

Humana Inc.

(Exact name of registrant as specified in its charter)

Delaware1-597561-0647538 (State or other jurisdiction of incorporation)(Commission File Number)(IRS Employer Identification No.)

500 West Main Street Louisville, KY 40202 (Address of principal executive offices, including zip code)

502-580-1000 (Registrant’s telephone number, including area code) (Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each classTrading Symbol(s)Name of each exchange on which registered Common StockHUMNew York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2). Emerging growth company  ☐ If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  ☐

Item 2.02    Results of Operations and Financial Condition.

Item 7.01    Regulation FD Disclosure. Humana Inc. (the "Company") issued a press release this morning reporting financial results for the quarter ended December 31, 2021, and posted a detailed earnings release related to the same period to the Investor Relations portion of the Company’s website at www.humana.com. A copy of each release is attached hereto as Exhibit 99.1 and Exhibit 99.2, respectively, and each release is incorporated herein by reference. Item 8.01    Other Events. As previously noticed to the New York Stock Exchange, the Company announced that its 2022 annual stockholders' meeting will be held on Thursday, April 21, 2022.

Item 9.01    Financial Statements and Exhibits. (d)Exhibits:

Exhibit No.Description

99.1Press Release

99.2Earnings Release and Statistical Pages

104Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this Report to be signed on its behalf by the undersigned hereunto duly authorized.

HUMANA INC.

BY:/s/ Cynthia H. Zipperle Cynthia H. Zipperle Senior Vice President, Chief Accounting Officer and Controller (Principal Accounting Officer)

Dated: February 2, 2022

hum-202111030000049071false00000490712021-11-032021-11-03

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 3, 2021 (November 3, 2021)

Humana Inc.

(Exact name of registrant as specified in its charter)

Delaware1-597561-0647538 (State or other jurisdiction of incorporation)(Commission File Number)(IRS Employer Identification No.)

500 West Main Street Louisville, KY 40202 (Address of principal executive offices, including zip code)

502-580-1000 (Registrant’s telephone number, including area code) (Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each classTrading Symbol(s)Name of each exchange on which registered Common StockHUMNew York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2). Emerging growth company  ☐ If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  ☐

Item 2.02    Results of Operations and Financial Condition.

Item 7.01    Regulation FD Disclosure. Humana Inc. (the "Company") issued a press release this morning reporting financial results for the quarter ended September 30, 2021, and posted a detailed earnings release related to the same period to the Investor Relations portion of the Company’s website at www.humana.com. A copy of each release is attached hereto as Exhibit 99.1 and Exhibit 99.2, respectively, and each release is incorporated herein by reference.

Item 9.01    Financial Statements and Exhibits. (d)Exhibits:

Exhibit No.Description

99.1Press Release

99.2Earnings Release and Statistical Pages

104Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this Report to be signed on its behalf by the undersigned hereunto duly authorized.

HUMANA INC.

BY:/s/ Cynthia H. Zipperle Cynthia H. Zipperle Senior Vice President, Chief Accounting Officer and Controller (Principal Accounting Officer)

Dated: November 3, 2021

hum-202107280000049071false00000490712021-07-282021-07-28

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 28, 2021 (July 28, 2021)

Humana Inc.

(Exact name of registrant as specified in its charter)

Delaware1-597561-0647538 (State or other jurisdiction of incorporation)(Commission File Number)(IRS Employer Identification No.)

500 West Main Street Louisville, KY 40202 (Address of principal executive offices, including zip code)

502-580-1000 (Registrant’s telephone number, including area code) (Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each classTrading Symbol(s)Name of each exchange on which registered Common StockHUMNew York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2). Emerging growth company  ☐ If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  ☐

Item 2.02    Results of Operations and Financial Condition.

Item 7.01    Regulation FD Disclosure. Humana Inc. (the "Company") issued a press release this morning reporting financial results for the quarter ended June 30, 2021, and posted a detailed earnings release related to the same period to the Investor Relations portion of the Company’s website at www.humana.com. A copy of each release is attached hereto as Exhibit 99.1 and Exhibit 99.2, respectively, and each release is incorporated herein by reference.

Item 9.01    Financial Statements and Exhibits. (d)Exhibits:

Exhibit No.Description

99.1Press Release

99.2Earnings Release and Statistical Pages

104Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this Report to be signed on its behalf by the undersigned hereunto duly authorized.

HUMANA INC.

BY:/s/ Cynthia H. Zipperle Cynthia H. Zipperle Senior Vice President, Chief Accounting Officer and Controller (Principal Accounting Officer)

Dated: July 28, 2021