8-KAccepted Oct 13, 6:04 AM ET
HUMANA INC: enters joint venture with BlackRock and affirms FY 2026 adjusted EPS $9.00
Accepted (ET)
6:04 AM
Oct 13, 2026
Filed
Oct 13, 2026
Documents
14
Size
248.4 KB
Summary
HUMANA INC: enters joint venture with BlackRock and affirms FY 2026 adjusted EPS $9.00
What happened
- Humana Inc reported on Oct 13, 2026 that it entered a new joint venture arrangement with funds and accounts managed by HPS Investment Partners, a subsidiary of BlackRock, Inc., to manage and operate an existing network of CenterWell Senior Primary Care clinics. The new joint venture will replace CenterWell’s existing joint ventures with Welsh, Carson, Anderson & Stowe (WCAS) through BlackRock’s acquisition of WCAS’s current equity stake.
- Humana affirmed its guidance of at least $9.00 in adjusted earnings per common share (Adjusted EPS) for the year ending Dec 31, 2026 (FY 2026).
Key details
- the new joint venture does not include a put option exercisable by BlackRock; CenterWell may begin purchasing clinics from the joint venture at its election beginning in 2028.
- if CenterWell has not acquired all of the joint venture’s clinics by the end of 2033, BlackRock may elect to exit via a sale process for remaining clinics, subject to CenterWell’s right to submit the first offer.
- the arrangement will give rise to a derivative instrument to be recorded on Humana’s balance sheet at fair value; Humana expects a reduction in liabilities on its balance sheet compared to the prior put arrangements.
- Humana said it cannot provide a reconciliation of FY 2026 Adjusted EPS to FY 2026 diluted GAAP EPS without unreasonable effort while completing the financial close for the three- and nine-month periods ended Sep 30, 2026, and that it does not expect changes to its FY 2026 Adjusted (non-GAAP) EPS guidance but does expect potential changes to FY 2026 GAAP EPS guidance.
Why it may matter
- this filing reports matters under Item 7.01 (regulation FD disclosure) and Item 9.01 (financial statements and exhibits) of Form 8-K, covering the joint venture terms and the company’s FY 2026 adjusted EPS guidance.
- this filing does not show why the company acted.