Ventura Joseph C 4
4 · HUMANA INC · Filed Feb 26, 2026
Research Summary
AI-generated summary of this filing
Humana CLO Joseph Ventura Exercises Options, Sells 478 Shares
What Happened
Joseph C. Ventura, Chief Legal Officer of Humana Inc. (HUM), exercised options on February 24, 2026, resulting in the acquisition of 1,035 shares (reported at $0.00 exercise price). On the same date, 478 shares were disposed of at a reported price of $177.07 per share to satisfy tax withholding obligations, totaling approximately $84,642. The disposal was to cover taxes on awards that vested and does not represent an open-market sale for cash proceeds.
Key Details
- Transaction dates: 2026-02-24 (reported on Form 4 filed 2026-02-26). Filing appears timely for a Feb 24 transaction.
- Option exercise (Code M): 1,035 shares acquired at reported price $0.00. (See F2–F6 for option grant/vesting background.)
- Tax withholding/disposition (Code F): 478 shares disposed at $177.07 per share; value shown $84,642. Footnote F9 states these shares were surrendered to pay tax liability on performance stock units that vested 2/24/26 and “no value was received in return.”
- Holdings after transaction: Not specified in the provided excerpt.
- Notable footnotes:
- F2–F6: Options granted under the 2019 Stock Incentive Plan with multi-year vesting schedules (grants from 2020–2024).
- F8: Performance Stock Units that vested on 2/24/26 (taxes paid via share withholding).
- F1: Some shares are held in the Humana Retirement Savings Plan (routine plan activity exempt under Rule 16b‑3).
- Transaction codes: M = option exercise; F = shares withheld/used to pay tax liability.
Context
This was an options exercise with shares withheld to satisfy tax obligations on vested awards (a routine, non-discretionary action). Because the 478-share disposition was for tax withholding on vested performance awards (not an open-market sale), it should not be interpreted as a bearish signal about the company.
Insider Transaction Report
- Exercise/Conversion
Humana Common
[F8]2026-02-24+1,035→ 17,565 total - Tax Payment
Humana Common
[F9][F7]2026-02-24$177.07/sh−478$84,642→ 17,087 total
- 289(indirect: See Footnote)
Humana Common
[F1] - 4,656
Options
[F2]Exercise: $350.79Exp: 2027-02-24→ Humana Common (4,656 underlying) - 4,598
Options
[F3]Exercise: $376.61Exp: 2028-02-22→ Humana Common (4,598 underlying) - 3,932
Options
[F4]Exercise: $425.06Exp: 2029-02-21→ Humana Common (3,932 underlying) - 4,162
Options
[F5]Exercise: $510.24Exp: 2030-02-24→ Humana Common (4,162 underlying) - 6,572
Options
[F6]Exercise: $367.21Exp: 2031-02-21→ Humana Common (6,572 underlying)
Footnotes (9)
- [F1]Shares held for the benefit of reporting person as of January 31, 2026 under the Humana Retirement Savings Plan including routine payroll deductions, quarterly dividend allocation, and a routine disposition of shares to fund an administrative fee assessment under a Tax-Conditioned Plan, exempt under Rule 16b-3(c).
- [F2]Right to buy pursuant to Company's 2019 Amended & Restated Stock Incentive Plan. Incentive and Non-Qualified stock options granted to reporting person on 02/24/2020, vesting in three annual increments from 2/24/21 to 2/24/23.
- [F3]Right to buy pursuant to Company's 2019 Amended & Restated Stock Incentive Plan. Incentive and Non-Qualified stock options granted to reporting person on 02/22/2021, vesting in three annual increments from 2/22/22 to 2/22/24.
- [F4]Right to buy pursuant to Company's 2019 Amended & Restated Stock Incentive Plan. Incentive and Non-Qualified stock options granted to reporting person on 02/21/2022, vesting in three annual increments from 2/21/23 to 2/21/25.
- [F5]Right to buy pursuant to Company's 2019 Amended & Restated Stock Incentive Plan. Incentive and Non-Qualified stock options granted to reporting person on 02/24/2023, vesting in three annual increments from 2/24/24 to 2/24/26.
- [F6]Right to buy pursuant to Company's 2019 Amended & Restated Stock Incentive Plan. Incentive and Non-Qualified stock options granted to reporting person on 02/21/2024, vesting in three annual increments from 2/21/25 to 2/21/27.
- [F7]Includes 6,250 restricted stock units representing a contingent right to receive one share of Humana Inc. common stock, exempt under Rule 16b-3(d)(1)&(3) under the Company's 2019 Amended & Restated Plan.
- [F8]Includes Performance Stock Units not required to be reported until vest on 2/24/26.
- [F9]Shares disposed of represent payment for tax liability on performance stock units vested on 2/24/26. No value was received in return.