UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

~~The~~ Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): March 29, 2026 (March 25, 2026)

Humana Inc.


(Exact name of registrant as specified in its charter)


Delaware	001-5975	61-0647538
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

101 East Main Street, Louisville, Kentucky 40202

(Address of principal executive offices, ~~including~~and 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 class Trading Symbol(s) Name of each exchange on which registered Common Stock HUM New 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 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (~~17 CFR~~ §240.12b-2 of this chapter).

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 71.01. ~~Regulation~~ Entry FDinto ~~Disclosure~~a Material Definitive Agreement.

~~Members~~Underwriting of Humana Inc.’s (the “Company”) senior management team are scheduled to meet with investors and analysts at various meetings between March 2, 2026 and March 31, 2026. During these meetings, the Company intends to reaffirm its guidance of at least $8.89 in diluted earnings per common share (“EPS”) or at least $9.00 in adjusted earnings per common share (“Adjusted EPS”), in each case for the year ending December 31, 2026 (“FY 2026”). This guidance is consistent with the guidance issued in Humana’s press release dated February 11, 2026. Agreement

~~The~~On ~~Company~~March ~~has~~5, ~~included~~2026, ~~Adjusted~~Humana Inc. (~~non-GAAP~~the “Company”) ~~EPS~~entered ininto ~~this~~an ~~current~~underwriting ~~report,~~agreement a(the ~~financial~~“Underwriting ~~measure~~Agreement”) ~~that is not in accordance~~ with ~~Generally~~Goldman ~~Accepted~~Sachs ~~Accounting~~& ~~Principles (“GAAP”)~~Co. ~~Management~~LLC, ~~believes~~J.P. ~~that~~Morgan ~~this~~Securities ~~measure~~LLC, ~~when~~Mizuho ~~presented~~Securities inUSA ~~conjunction~~LLC, ~~with~~Truist ~~the~~Securities, ~~comparable~~Inc. ~~measure~~and ofWells ~~GAAP~~Fargo ~~EPS~~Securities, ~~provides~~LLC, aas ~~comprehensive~~representatives ~~perspective~~of ~~to more accurately compare and analyze~~ the ~~Company’s~~several ~~core~~underwriters ~~operating performance over time. Consequently~~(together, ~~management~~the ~~uses Adjusted (non-GAAP~~“Underwriters”), ~~EPS~~pursuant asto awhich ~~consistent indicator of~~ the Company’s ~~core~~agreed ~~business~~to ~~operations~~issue ~~from~~and ~~period~~sell to ~~period,~~the asUnderwriters ~~well~~$1.0 asbillion ~~for~~aggregate ~~planning~~principal ~~and~~amount ~~decision-making purposes and in determination~~ of ~~incentive~~its ~~compensation~~6.625% ~~Adjusted (non~~Fixed-~~GAAP)~~to-Fixed ~~EPS~~Rate ~~should~~Junior beSubordinated ~~considered~~Notes indue ~~addition~~2056 ~~to,~~(the ~~but~~“Subordinated ~~not as a substitute for~~Notes”), orin ~~superior~~accordance ~~to,~~with ~~GAAP~~the ~~EPS.~~terms ~~Adjusted~~and ~~(non-GAAP)~~conditions ~~EPS~~set isforth ~~subject~~in tothe ~~inherent~~Underwriting ~~limitations~~Agreement. ~~and~~The ~~may~~Subordinated ~~differ~~Notes ~~from~~were ~~the~~sold ~~similarly~~at ~~titled~~a ~~measure~~public ~~used~~offering byprice ~~other~~of ~~companies~~100.000% ~~A reconciliation~~ of ~~GAAP~~the ~~EPS~~aggregate toprincipal ~~Adjusted~~amount ~~(non-GAAP) EPS follows:~~thereof.

Diluted earnings per share			FY 2026 Guidance
GAAP			at least $8.89
Amortization of identifiable intangibles			0.15
Cumulative net tax impact			(0.04)
Adjusted (non-GAAP) – FY 2026 projected			at least $9.00

The sale of the Subordinated Notes has been registered with the Securities and Exchange Commission (the “Commission”) in a registration statement on Form S-3, File No. 333-277734 (the “Registration Statement”), originally filed with the Commission on March 7, 2024, as amended by Post-Effective Amendment No. 1, filed with the Commission on March 5, 2026. The terms of the Subordinated Notes are described in the Company’s Prospectus dated March 7, 2024, as supplemented by a final Prospectus Supplement dated March 5, 2026 as filed with the Commission on March 6, 2026, pursuant to Rule 424(b)(5) under the Securities Act of 1933, as amended.

~~(a)FY~~The ~~2026~~Underwriters ~~GAAP~~and ~~EPS~~their ~~guidance~~affiliates ~~and~~have FYperformed ~~2026~~commercial ~~Adjusted~~banking, ~~(non-GAAP)~~investment ~~EPS~~banking, ~~guidance~~corporate ~~exclude~~trust ~~the~~and ~~impact~~advisory ofservices ~~future~~for ~~value~~the ~~changes~~Company tofrom ~~items~~time ~~that~~to ~~have~~time ~~not~~for ~~yet~~which ~~been~~they ~~recognized~~have orreceived ~~cannot~~customary ~~currently~~fees beand ~~reasonably estimated~~expenses. The ~~Company~~Underwriters ~~does~~and ~~not~~their ~~expect~~affiliates ~~changes~~may, from time to ~~its~~time, FYengage ~~2026~~in ~~Adjusted~~transactions ~~(non-GAAP)~~with ~~EPS~~and ~~guidance.~~perform ~~The~~services for the Company ~~does~~in ~~expect~~the ~~potential~~ordinary ~~changes~~course toof ~~its~~their FYbusiness. ~~2026~~In ~~GAAP~~addition, ~~EPS~~certain ~~guidance~~affiliates ~~due~~of tothe ~~its~~Underwriters ~~ongoing~~are ~~value~~lenders ~~creation~~under the Company’s revolving credit facility and ~~other~~the ~~strategic~~Underwriters ~~initiatives~~or their affiliates may hold the Company’s existing senior notes for their own accounts.

~~Cautionary~~The ~~Statement~~Company estimates that the net proceeds from the sale of the Subordinated Notes, after deducting the Underwriters’ discounts and commissions and estimated offering expenses, will be approximately $986 million. The Company intends to use the net proceeds from the Subordinated Notes offering for general corporate purposes, which may include the repayment of existing indebtedness, including borrowings under its commercial paper program.

~~This~~A ~~Current~~copy ~~Report on Form 8-K includes forward-looking statements within the meaning~~ of the ~~Private~~Underwriting ~~Securities~~Agreement ~~Litigation~~is ~~Reform~~filed ~~Act~~as ofExhibit ~~1995,~~1.1 ~~generally~~to ~~including~~this ~~the~~Current ~~words~~Report oron ~~phrases~~Form ~~like~~8-K ~~“expects,” “believes,” “anticipates,” “intends,” “likely will result,” “estimates,” “projects” or variations of such words~~ and ~~similar~~is ~~expressions~~incorporated ~~that~~by ~~are~~reference ~~intended to identify such forward-looking statements~~herein. ~~These~~The ~~forward-looking~~description ~~statements~~of ~~are~~the ~~not~~material ~~guarantees~~terms of ~~future~~the ~~performance~~Underwriting ~~and~~Agreement ~~are~~is ~~subject~~qualified ~~to risks, uncertainties, and assumptions, including, among other things, information set forth~~ in ~~the~~its ~~“Risk~~entirety ~~Factors”~~by ~~section~~reference ofto ~~the~~such ~~Company’s SEC filings~~exhibit.

Indenture and First Supplemental Indenture

On March 9, 2026, the Company completed a public offering of the Subordinated Notes. The Subordinated Notes were issued under an amended and restated indenture dated as of March 5, 2026, by and between the Company and The Bank of New York Mellon Trust Company, N.A., as trustee (the “Trustee”) (the “Original Indenture”), as supplemented by a first supplemental indenture, dated as of March 9, 2026, by and between the Company and the Trustee relating to the Subordinated Notes (the “First Supplemental Indenture” and, together with the Original Indenture, the “Indenture”).

Pursuant to the terms of the Indenture, the Subordinated Notes are unsecured subordinated obligations of the Company and will be subordinate and junior in right of payment, to the extent and in the manner set forth in the Indenture, to all Senior Indebtedness (as defined in the First Supplemental Indenture) of the Company. The

Subordinated Notes will be effectively junior to any of the Company’s future secured indebtedness to the extent of the assets securing that indebtedness, and will be structurally subordinated to any indebtedness and other liabilities of the Company’s subsidiaries. The Subordinated Notes bear interest at an annual rate of 6.625% to, but excluding September 15, 2031, following which such rate will reset in successive five-year periods until maturity at a rate equal to Five-year U.S. Treasury Rate as of the Reset Interest Determination Date (each as defined in the First Supplemental Indenture) plus 2.891%; provided, that any such interest rate will not reset below 6.625%. Interest on the Subordinated Notes is payable by the Company on March 15 and September 15 of each year, beginning on September 15, 2026; provided that, so long as no event of default with respect to the Subordinated Notes has occurred and is continuing, the Company may, at its option and on one or more occasions, defer payment of all or part of the current and accrued interest otherwise due on the junior subordinated notes for a period of up to 10 consecutive years. The Subordinated Notes mature on September 15, 2056.

A copy of the Original Indenture is filed as Exhibit 4.1 to this Current Report on Form 8-K and is incorporated by reference herein. A copy of the First Supplemental Indenture is filed as Exhibit 4.2 to this Current Report on Form 8-K and is incorporated by reference herein. The form of Subordinated Notes is filed as Exhibit 4.3 to this Current Report on Form 8-K and is incorporated by reference herein. The descriptions of the material terms of the Original Indenture, the First Supplemental Indenture and the Subordinated Notes are qualified in their entirety by reference to such exhibits. In addition, the legal opinion of Fried, Frank, Harris, Shriver & Jacobson LLP related to the Subordinated Notes is filed as Exhibit 5.1 to this Current Report on Form 8-K and is incorporated herein by reference.

The Trustee has also been appointed registrar and paying agent with regard to the Subordinated Notes. An affiliate of the Trustee is also a lender under the Company’s revolving credit facility.

Item 2.03. Creation of a Direct Financial Obligation or an Obligation Under an Off-Balance Sheet Arrangement of a Registrant.

The information required by Item 2.03 contained under the heading “Indenture and First Supplemental Indenture” in Item 1.01 of this Current Report on Form 8-K is incorporated herein by reference.

Item. 8.01. Other Events.

The Company issued press releases announcing the pricing and closing of the offering of the Subordinated Notes, which are attached as Exhibits 99.1 and 99.2, respectively, to this Current Report on Form 8-K and are hereby incorporated by reference herein.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits:


Exhibit No.						Description
1.1						Underwriting Agreement, dated March 5, 2026, among the Company and Goldman Sachs & Co. LLC, J.P. Morgan Securities LLC, Mizuho Securities USA LLC, Truist Securities, Inc. and Wells Fargo Securities, LLC, as representatives of the several underwriters.
4.1						Amended and Restated Indenture, dated as of March 5, 2026, by and between the Company and The Bank of New York, as trustee (incorporated herein by reference to Exhibit 4.24 to the Company’s Post-Effective Amendment No. 1 to the Registration Statement on Form S-3ASR, File No. 333-277734, filed on March 5, 2026).
4.2						First Supplemental Indenture, dated March 9, 2026, between the Company and The Bank of New York Mellon Trust Company, N.A., as trustee.
4.3						Form of 6.625% Subordinated Notes due 2056.
5.1						Opinion of Fried, Frank, Harris, Shriver & Jacobson LLP.
23.1						Consent of Fried, Frank, Harris, Shriver & Jacobson LLP (included in Exhibit 5.1).
99.1						Press Release, dated March 5, 2026, issued by the Company.
99.2						Press Release, dated March 9, 2026, issued by the Company.
104						Cover 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 &and Controller (Principal Accounting Officer)

Dated: March 29, 2026

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