hum-20260410

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of

The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): April 10, 2026 (April 10, 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 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:


☐			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	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) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).

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 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

(d) On April 10, 2026, the Board of Directors (the “Board”) of Humana Inc. (the “Company”) expanded its number of authorized directors from ten to eleven and elected Robert S. Field as a director of the Company, in each case effective immediately following the adjournment of the Humana Inc. 2026 Annual Meeting of Stockholders on April 16, 2026.

The Board of Directors has determined Mr. Field qualifies as an independent director under the New York Stock Exchange’s director independence standards.

Mr. Field will be compensated in accordance with the Company’s director compensation program, the components of which are disclosed in the Company’s proxy statement relating to 2026 Annual Meeting of Stockholders filed with the U.S. Securities and Exchange Commission on March 6, 2026. In accordance with this program, Mr. Field will be granted restricted stock units (RSUs) in connection with his election to the Board.

No determination has yet been made regarding the appointment of Mr. Field to any committees of the Board. Except as otherwise disclosed herein, there are no arrangements between Mr. Field and any other person pursuant to which Mr. Field was elected to serve as a director, nor are there any transactions to which the Company or any of its subsidiaries is a party and in which Mr. Field has a material interest.

On April 10, 2026, the Company issued a press release announcing the election of Mr. Field, a copy of which is attached hereto as Exhibit 99.1, and is incorporated by reference herein.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits:


Exhibit No.			Description
99.1			P ress Release
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/ Valerie M. Talkers
			Valerie M. Talkers
			Vice President, Associate General Counsel & Corporate Secretary

Dated: April 10, 2026

Humana Inc. filed SEC Form 8-K: Leadership Update, Financial Statements and Exhibits