Ventura Joseph C 4

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.