Mellet Celeste 4

What Happened

• Celeste Mellet, CFO of Humana Inc., had restricted/derivative awards convert into 7,763 shares (exercise/conversion, code M) on 2026-02-13. The shares were acquired at $0 (typical of vested RSUs).
• To cover tax withholding (code F), 4,204 of those shares were surrendered/disposed at $181.46 each for a total withholding of $762,847. Net shares retained from the vesting were 3,559, worth roughly $645–646K at $181.46/share.
• This was not an open-market purchase or a discretionary sale of shares for investment reasons; it reflects a vesting/settlement event with tax withholding.

Key Details

• Transaction dates: 2026-02-13 (vesting/conversion and tax withholding). Filing date: 2026-02-18 (filed 5 days after the transaction).
• Prices and values: acquired 7,763 shares at $0; 4,204 shares withheld at $181.46 each = $762,847. Net retained ≈ 3,559 shares (~$646K).
• Shares owned after transaction: not explicitly stated in this Form 4 filing.
• Footnotes: F1 notes 19,785 restricted stock units representing contingent rights to receive shares (exempt under Rule 16b-3(d)(1)&(3)). F2 clarifies the 4,204 shares disposed were solely to cover tax liability for shares vesting on 2/13/26 and no separate cash was received in exchange.
• Timeliness: The Form 4 was filed on 2026-02-18 for a 2026-02-13 transaction (5 calendar days later). Form 4s are generally due within 2 business days, so this filing appears to be late.

Context

• This was effectively a vesting/settlement of equity awards with a net share withholding for taxes (a common, routine administrative action), not an open-market sale indicating a change in investment view.
• For retail investors, purchases or open-market insider buys often carry more informational weight than routine vesting/tax-withholding transactions.