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Humana (NYSE: HUM) director granted RSUs and reports share holdings

Filing Impact
(Neutral)
Filing Sentiment
(Neutral)
Form Type
4

Rhea-AI Filing Summary

HILZINGER KURT J reported acquisition or exercise transactions in this Form 4 filing.

Humana Inc. director Kurt J. Hilzinger received a grant of 536 Restricted Stock Units on Humana Common stock as compensation. The units were valued at $170.6605 per unit and are deferred until his service as a director ends, when they will settle 1-for-1 in common shares.

Footnotes explain that his annual director fees, certain cash fees, and related dividends are taken in stock units and dividend-equivalent units, all deferred into Humana common stock. He also holds additional deferred stock units and 19,448 Humana common shares directly.

Positive

  • None.

Negative

  • None.
Insider HILZINGER KURT J
Role Director
Type Security Shares Price Value
Grant/Award Restricted Stock Units 536 $170.6605 $91K
holding Restricted Stock Units -- -- --
holding Restricted Stock Units -- -- --
holding Humana Common -- -- --
Holdings After Transaction: Restricted Stock Units — 16,301 shares (Direct); Humana Common — 19,448 shares (Direct)
Footnotes (1)
  1. Annual Director's fee payable in stock units which have been deferred at the election of the Reporting Person until his resignation of services as a director at which time the stock units will be payable in Humana Inc. common stock on a 1-for-1 basis, exempt pursuant to Rule 16(b)-3(d)(1). Includes 766 restricted stock units which represent 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. Director's dividend payment reinvested into stock units on vested and deferred stock units, deferred in accordance with the Plan until his resignation of services as a director at which time the deferred dividend stock units will be payable in Humana Inc. common stock on a 1-for-1 basis, exempt pursuant to Rule16(b)-3(d). Director's cash fee elected to be converted into stock units, deferred at the election of the Reporting Person during a designated enrollment period in the year preceding the reported transactions. Stock units will be payable in Humana Inc. common stock on a 1-for-1basis, exempt pursuant to Rule 16(b)-3(d)(1), per the Director's election.
RSU grant 536 Restricted Stock Units Director grant on Humana Common as of March 31, 2026
RSU grant reference price $170.6605 per unit Value per Restricted Stock Unit for the 536-unit grant
Deferred RSUs block 1 24,800 underlying shares Restricted Stock Units on Humana Common, exercise price $0.0000, direct ownership
Deferred RSUs block 2 3,364 underlying shares Additional Restricted Stock Units on Humana Common, direct ownership
Direct common shares 19,448 shares Humana Common directly held as of March 31, 2026
Restricted Stock Units financial
"Annual Director's fee payable in stock units which have been deferred"
Restricted stock units are a type of company reward where employees are promised shares of stock, but they only fully own these shares after meeting certain conditions, like staying with the company for a set time. They matter because they can become valuable assets and are often used to motivate employees to help the company succeed.
deferred at the election of the Reporting Person financial
"stock units which have been deferred at the election of the Reporting Person"
Rule 16(b)-3(d)(1) regulatory
"exempt pursuant to Rule 16(b)-3(d)(1). Includes 766 restricted stock units"
contingent right to receive one share financial
"restricted stock units which represent a contingent right to receive one share"
dividend payment reinvested into stock units financial
"Director's dividend payment reinvested into stock units on vested and deferred stock units"
SEC Form 4
FORM 4UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
OMB APPROVAL
OMB Number:3235-0287
Estimated average burden
hours per response:0.5
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.
1. Name and Address of Reporting Person*
HILZINGER KURT J

(Last)(First)(Middle)
HUMANA INC.
101 E. MAIN STREET

(Street)
LOUISVILLE KENTUCKY 40202

(City)(State)(Zip)

UNITED STATES

(Country)
2. Issuer Name and Ticker or Trading Symbol
HUMANA INC [ HUM ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
XDirector10% Owner
Officer (give title below)Other (specify below)
2a. Foreign Trading Symbol
3. Date of Earliest Transaction (Month/Day/Year)
03/31/2026
6. Individual or Joint/Group Filing (Check Applicable Line)
XForm filed by One Reporting Person
Form filed by More than One Reporting Person
4. If Amendment, Date of Original Filed (Month/Day/Year)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year)2A. Deemed Execution Date, if any (Month/Day/Year)3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
CodeVAmount(A) or (D)Price
Humana Common19,448D
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year)3A. Deemed Execution Date, if any (Month/Day/Year)4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 6. Date Exercisable and Expiration Date (Month/Day/Year)7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Restricted Stock Units(1)(1) (1) (1)Humana Common24,80024,800(1)D
Restricted Stock Units(2)(2) (2) (2)Humana Common3,3643,364D
Restricted Stock Units(3)(3)03/31/2026A536 (3) (3)Humana Common536$170.660516,301D
Explanation of Responses:
1. Annual Director's fee payable in stock units which have been deferred at the election of the Reporting Person until his resignation of services as a director at which time the stock units will be payable in Humana Inc. common stock on a 1-for-1 basis, exempt pursuant to Rule 16(b)-3(d)(1). Includes 766 restricted stock units which represent 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.
2. Director's dividend payment reinvested into stock units on vested and deferred stock units, deferred in accordance with the Plan until his resignation of services as a director at which time the deferred dividend stock units will be payable in Humana Inc. common stock on a 1-for-1 basis, exempt pursuant to Rule16(b)-3(d).
3. Director's cash fee elected to be converted into stock units, deferred at the election of the Reporting Person during a designated enrollment period in the year preceding the reported transactions. Stock units will be payable in Humana Inc. common stock on a 1-for-1basis, exempt pursuant to Rule 16(b)-3(d)(1), per the Director's election.
Kurt J. Hilzinger04/02/2026
** Signature of Reporting PersonDate
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
* Form 4: SEC 1474 (03-26)

FAQ

What did Humana (HUM) director Kurt Hilzinger report in this Form 4?

Director Kurt J. Hilzinger reported receiving a grant of 536 Restricted Stock Units tied to Humana common stock. These units represent deferred stock-based compensation that will convert into Humana shares on a 1-for-1 basis after his board service ends under the company’s plan.

Is the Humana (HUM) Form 4 transaction a stock purchase or sale?

The Form 4 shows an acquisition of 536 Restricted Stock Units as a grant, not an open-market stock purchase or sale. It reflects stock-based director compensation that is deferred, rather than a discretionary trade in Humana common shares on the market.

How are Kurt Hilzinger’s Humana (HUM) director fees paid according to the filing?

The filing explains his annual director fees are payable in stock units, deferred at his election until he leaves the board. Certain cash fees are also converted into stock units under a prior enrollment election, providing deferred Humana common stock instead of immediate cash compensation.

Does the Humana (HUM) filing show Kurt Hilzinger holding common shares directly?

Yes. In addition to deferred stock units, a holding entry shows Kurt Hilzinger directly holding 19,448 shares of Humana common stock. This figure reflects his direct common share position reported as of the transaction date in the Form 4 filing data provided.
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