HUMANA INC 8-K

What Happened

• Humana Inc. announced and completed a public offering of $1.0 billion aggregate principal amount of 6.625% Fixed-to-Fixed Rate Junior Subordinated Notes due 2056. The Underwriting Agreement was entered March 5, 2026, and the offering closed March 9, 2026. The notes were sold at 100.000% of par.

Key Details

• Principal amount: $1.0 billion; estimated net proceeds: approximately $986 million (after underwriting discounts and expenses).
• Interest: 6.625% per annum through (but excluding) Sept 15, 2031; thereafter resets every five years to the 5‑year U.S. Treasury Rate on the reset date plus 2.891%, with a floor of 6.625%. Interest payable March 15 and Sept 15, beginning Sept 15, 2026.
• Maturity: Sept 15, 2056. Company may defer payment of current and accrued interest for up to 10 consecutive years (so long as no event of default with respect to the notes has occurred and is continuing).
• Security/subordination: unsecured junior subordinated obligations of Humana; subordinated to all Senior Indebtedness and structurally subordinated to liabilities of subsidiaries. The Bank of New York Mellon Trust Company, N.A. is trustee, registrar and paying agent.

Why It Matters

• This transaction raises long-term capital and will increase Humana’s consolidated debt by $1.0 billion (net proceeds ~ $986M) to be used for general corporate purposes, potentially including repayment of existing indebtedness and commercial paper. Because the notes are junior and unsecured, they rank below senior debt in payment priority, which is important for creditor hierarchy in a restructuring scenario.
• The relatively high fixed coupon through 2031 and the reset formula thereafter (with a 6.625% floor) set Humana’s long-term interest obligations; the company’s option to defer interest payments for up to 10 years could preserve near-term cash but may affect future cash obligations and investor yield expectations.