Document

424B5 1 humana-finalprosupp.htm 424B5 Document

Filed Pursuant to Rule 424(b)(5)

Registration No. 333-277734

Prospectus Supplement

March 5, 2026

(To Prospectus dated March 7, 2024)

$1,000,000,000

Humana Inc.

$1,000,000,000 6.625% Fixed-to-Fixed Rate Junior Subordinated Notes due 2056

This is an offering by Humana Inc. (“we”, “us” or “our”) of an aggregate of $1,000,000,000 of 6.625% Fixed-to-Fixed Rate Junior Subordinated Notes due 2056, which we refer to as the “junior subordinated notes.”

The junior subordinated notes will bear interest (i) from, and including, the original issuance date to, but excluding, September 15, 2031 (“First Reset Date”) at a rate of 6.625% per year and (ii) from, and including, the First Reset Date, during each Reset Period (as defined herein), at a rate per year equal to the Five-year U.S. Treasury Rate (as defined herein) as of the most recent Reset Interest Determination Date (as defined herein) plus a spread of 2.891%, to be reset on each Reset Date (as defined herein); provided, that the interest rate during any Reset Period will not reset below 6.625% (which equals the initial interest rate on the junior subordinated notes).

Subject to our right to defer interest payments as described below, we will pay interest on the junior subordinated notes semi-annually in arrears on March 15 and September 15 of each year, beginning on September 15, 2026. The junior subordinated notes will be issued in registered form and in minimum denominations of $2,000 and integral multiples of $1,000 in excess thereof. The junior subordinated notes will mature on September 15, 2056.

So long as no event of default (as defined in this prospectus supplement) with respect to the junior subordinated notes has occurred and is continuing, we may, at our option, defer interest payments on the junior subordinated notes on one or more occasions for up to 10 consecutive years per deferral period as described in this prospectus supplement. Deferred interest payments with respect to the junior subordinated notes will accumulate additional interest at a rate equal to the interest rate then applicable to the junior subordinated notes, compounded on each interest payment date, to the extent permitted by law.

We may redeem the junior subordinated notes at our option at the times and at the redemption prices described in this prospectus supplement. The junior subordinated notes will be our general unsecured subordinated obligations and will rank junior in right of payment, to the extent and in the manner set forth in the indenture governing the junior subordinated notes, to all senior indebtedness (as defined herein).

The junior subordinated notes will be our unsecured obligations and will be effectively junior to any of our future secured indebtedness to the extent of the assets securing that indebtedness, and will be structurally subordinated to any indebtedness and other liabilities of our subsidiaries.

The junior subordinated notes is a new issue of securities with no established trading market. No application is being or is intended to be made for the listing or trading of the junior subordinated notes on any securities exchange or trading facility or to include the junior subordinated notes in any automated quotation system.

Investing in the junior subordinated notes involves risks that are described in the “Risk Factors” sections beginning on page S-6 of this prospectus supplement and in other documents incorporated by reference in this prospectus supplement and the accompanying prospectus.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this prospectus supplement or the accompanying prospectus is truthful or complete. Any representation to the contrary is a criminal offense.


	Per Note			Total
Public Offering Price	100.000	%	(1)	$	1,000,000,000	(1)
Underwriting Discount	1.000	%		$	10,000,000
Proceeds to Humana Inc. (before expenses)	99.000	%	(1)	$	990,000,000	(1)

__________________

(1)Plus accrued interest, if any, from March 9, 2026, if settlement occurs after that date.

The junior subordinated notes will not be listed on any securities exchange. Currently, there are no public markets for the junior subordinated notes.

It is expected that delivery of the junior subordinated notes will be made to purchasers on or about March 9, 2026, which is the second business day following the date of this prospectus supplement (such settlement cycle referred to as T+2), through The Depository Trust Company, including its participants Clearstream Banking S.A. and Euroclear Bank SA/NV. Under Rule 15c6-1 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), trades in the secondary market generally are required to settle in one business day, unless the parties to such trade expressly agree otherwise. Accordingly, purchasers who wish to trade the junior subordinated notes on any date prior to the business day before delivery will be required, by virtue of the fact that the junior subordinated notes initially will settle in two business days (T+2), to specify alternative settlement arrangements at the time of any such trade to prevent a failed settlement. See “Underwriting.”

Joint Book-Running Managers

Goldman Sachs & Co. LLC

J.P. Morgan

Mizuho

Truist Securities

Wells Fargo Securities

Joint Bookrunners

Barclays

BofA Securities

Citigroup

Morgan Stanley


PNC Capital Markets LLC						US Bancorp

Co-Managers

BBVA

Deutsche Bank Securities

Academy Securities, Inc.

BNY Capital Markets

Fifth Third Securities

RBC Capital Markets

Regions Securities LLC

Scotiabank

SMBC Nikko


TD Securities			CastleOak Securities, L.P.			R. Seelaus & Co., LLC

March 5, 2026


Prospectus Supplement
ABOUT THIS PROSPECTUS SUPPLEMENT			S-i
FORWARD-LOOKING STATEMENTS			S-i
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE			S-ii
SUMMARY			S-1
THE OFFERING			S-2
RISK FACTORS			S-6
CAPITALIZATION			S-11
USE OF PROCEEDS			S-12
DESCRIPTION OF THE JUNIOR SUBORDINATED NOTES			S-13
CERTAIN U.S. FEDERAL INCOME TAX CONSIDERATIONS			S-27
UNDERWRITING			S-34
LEGAL MATTERS			S-41
EXPERTS			S-41
Prospectus
ABOUT THIS PROSPECTUS			1
RISK FACTORS			2
FORWARD-LOOKING STATEMENTS			3
WHERE YOU CAN FIND ADDITIONAL INFORMATION			5
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE			6
OUR COMPANY			7
USE OF PROCEEDS			8
DESCRIPTION OF THE SECURITIES WE MAY ISSUE			9
DESCRIPTION OF THE DEBT SECURITIES			13
DESCRIPTION OF THE PREFERRED STOCK AND THE DEPOSITARY SHARES REPRESENTING FRACTIONAL OR MULTIPLE SHARES OF PREFERRED STOCK			15
DESCRIPTION OF THE COMMON STOCK			17
DESCRIPTION OF THE SECURITIES WARRANTS			20
PLAN OF DISTRIBUTION			21
LEGAL MATTERS			23
EXPERTS			23


Issuer						Humana Inc.

Securities Offered						$1,000,000,000 aggregate principal amount of 6.625% Fixed-to-Fixed Rate Junior Subordinated Notes due 2056. The notes will be issued in registered form and in minimum denominations of $2,000 and integral multiples of $1,000 in excess thereof.

Interest Rate						The junior subordinated notes will bear interest (i) from, and including, the original issuance date to, but excluding, September 15, 2031 (“First Reset Date”) at a rate of 6.625% per year and (ii) from, and including, the First Reset Date, during each Reset Period (as defined in “Description of the Junior Subordinated Notes”), at a rate per year equal to the Five-year U.S. Treasury Rate (as defined in “Description of the Junior Subordinated Notes”) as of the most recent Reset Interest Determination Date (as defined in “Description of the Junior Subordinated Notes”) plus a spread of 2.891%, to be reset on each Reset Date; provided that the interest rate during any Reset Period will not reset below 6.625% (which equals the initial interest rate on the junior subordinated notes).

Maturity Date						The junior subordinated notes will mature on September 15, 2056.

Interest Payment Dates						Subject to our right to defer the payment of interest on the junior subordinated notes as described under “Option to Defer Interest Payments” below, we will pay interest on the junior subordinated notes semi-annually in arrears on March 15 and September 15 of each year, beginning on September 15, 2026. Interest on the junior subordinated notes offered hereby will accrue from March 9, 2026.


Option to Defer Interest Payments						So long as no event of default with respect to the junior subordinated notes has occurred and is continuing, we may, on one or more occasions, defer payment of all or part of the current and accrued interest otherwise due on the junior subordinated notes for a period of up to 10 consecutive years (commencing on the date that the first such interest payment would otherwise have been made on the junior subordinated notes, an “Optional Deferral Period”). In other words, we may declare at our discretion up to a 10-year interest payment moratorium on the junior subordinated notes and may choose to do that on more than one occasion. A deferral of interest payments may not end on a date other than an interest payment date and may not extend beyond the maturity date of the junior subordinated notes, and we may not begin a new Optional Deferral Period with respect to the junior subordinated notes, and may not pay current interest on the junior subordinated notes, until we have paid all accrued interest on the junior subordinated notes from the previous Optional Deferral Period. We may also elect, at our option, to shorten the length of any Optional Deferral Period. Any deferred interest on the junior subordinated notes will accrue additional interest at a rate equal to the interest rate then applicable to the junior subordinated notes, compounded on each interest payment date, to the extent permitted by applicable law. Once we pay all deferred interest payments on the junior subordinated notes, including any additional interest accrued on the deferred interest (including compound interest), we can again defer interest payments on the junior subordinated notes as described above, but not beyond the maturity date of the junior subordinated notes. See “Description of the Junior Subordinated Notes—Option to Defer Interest Payments.” If we defer any interest payments on the junior subordinated notes, the junior subordinated notes will be treated at that time, solely for purposes of the original issue discount rules, as having been retired and reissued with original issue discount for U.S. federal income tax purposes. This means a U.S. Holder (as defined in “Certain U.S. Federal Income Tax Considerations” in this prospectus supplement) would be required to include in its gross income as ordinary income for U.S. federal income tax purposes the deferred interest payments on the junior subordinated notes (including any interest thereon) before such holder receives cash interest payments, regardless of such holder’s regular method of accounting for U.S. federal income tax purposes. For more information about the tax consequences of investing in the junior subordinated notes, see “Certain U.S. Federal Income Tax Considerations” in this prospectus supplement. We have no current intention of exercising our right to defer interest payments on the junior subordinated notes.


Certain Restrictions during an Optional Deferral Period						The terms of the junior subordinated notes will require that during an Optional Deferral Period, we will not do any of the following, subject to certain exceptions: •declare or pay any dividends or distributions on, or redeem, purchase, acquire, or make a liquidation payment with respect to, any of our capital stock; •make any payment of principal, interest or premium, if any, on, or repay, purchase or redeem any of our indebtedness that ranks equally with, or junior to, the junior subordinated notes in right of payment (including debt securities of other series issued under the indenture governing the junior subordinated notes); or •make any payments with respect to any guarantee by us of any indebtedness if such guarantee ranks equally with or junior to the junior subordinated notes in right of payment. See “Description of the Junior Subordinated Notes—Option to Defer Interest Payments.”

Subordination; Ranking						The junior subordinated notes will be subordinate and junior in right of payment, to the extent and in the manner set forth in the indenture governing the junior subordinated notes, to all senior indebtedness (as defined in “Description of the Junior Subordinated Notes”) of Humana. The junior subordinated notes will be effectively junior to any of our future secured indebtedness to the extent of the assets securing that indebtedness, and will be structurally subordinated to any indebtedness and other liabilities of our subsidiaries. As of December 31, 2025, after giving effect to this offering and the use of proceeds therefrom, we would have had $12.9 billion of senior indebtedness, none of which is secured. The junior subordinated notes will rank equally in right of payment with any future unsecured indebtedness that we may incur from time to time if the terms of such indebtedness provide that it ranks equally with the junior subordinated notes in right of payment. See “Description of the Junior Subordinated Notes—Ranking.”

Use of Proceeds						We estimate that our net proceeds from this offering, less underwriters’ discounts and our estimated costs of the offering, will be approximately $986 million. We intend to use the net proceeds from this offering for general corporate purposes, which may include the repayment of existing indebtedness, including borrowings under our commercial paper program. See “Use of Proceeds” in this prospectus supplement.

Optional Redemption						We may redeem the junior subordinated notes in whole or in part on one or more occasions at a price equal to 100% of the principal amount being redeemed, plus accrued and unpaid interest to, but excluding, the redemption date (i) on any day during the period commencing on the date that is 90 days prior to the First Reset Date and ending on and including the First Reset Date and (ii) after the First Reset Date, on any interest payment date for the junior subordinated notes. See “Description of the Junior Subordinated Notes—Redemption—Optional Redemption.”


Right to Redeem Upon a Tax Event						We may, at our option, redeem the junior subordinated notes, in whole, but not in part, at a redemption price equal to 100% of the principal amount of the junior subordinated notes, plus accrued and unpaid interest to, but excluding, the redemption date, by a date no later than 120 days following the occurrence of a Tax Event (as defined herein) with respect to the junior subordinated notes. See “Description of the Junior Subordinated Notes—Redemption—Right to Redeem at Tax Event.”

Right to Redeem Upon a Rating Agency Event						We may, at our option, redeem the junior subordinated notes, in whole but not in part, at a redemption price equal to 102% of the principal amount of the junior subordinated notes, plus accrued and unpaid interest to, but excluding, the redemption date, by a date no later than 120 days following a Rating Agency Event (as defined herein) with respect to the junior subordinated notes. See “Description of the Junior Subordinated Notes—Redemption—Right to Redeem at Rating Agency Event.”

Events of Default						The following are “events of default” under the indenture with respect to the junior subordinated notes: •default in any payment of interest, including compound interest, on any junior subordinated note when it becomes due and payable and such default continues for 30 days (subject to our right to optionally defer interest payments as described above under “—Option to Defer Interest Payments”); •default in the payment of principal of or premium, if any, on any junior subordinated note when it becomes due and payable at its stated maturity, upon redemption, upon declaration or otherwise; or •certain events of bankruptcy, insolvency, receivership or reorganization for the issuer.

Additional Issuances						We may “re-open” the junior subordinated notes offered hereby and issue an unlimited aggregate principal amount of additional junior subordinated notes in the future. See “Description of the Junior Subordinated Notes—Additional Issuances.”

Risk Factors						See “Risk Factors” beginning on page S-6 of this prospectus supplement and the other information included or incorporated by reference in this prospectus supplement and the accompanying prospectus for a discussion of certain factors you should carefully consider before deciding to invest in the junior subordinated notes.

Trustee, Registrar and Paying Agent						The Bank of New York Mellon Trust Company, N.A.


	As of December 31, 2025
	Actual		As Adjusted
	(in millions)
Cash and cash equivalents	$	4,200	$	5,186	(1)
Short-term debt:
Existing senior notes	$	—	$	—
Commercial paper(2)	—		—
Long-term debt:
Junior subordinated notes offered hereby(3)	—		986
Existing senior notes	12,369		12,369
Revolving credit facilities(4)	—		—
Total debt	$	12,369	$	13,355

Stockholders’ equity:
Preferred stock, $1 par value; 10,000,000 shares authorized; none issued	$	—	$	—
Common stock; $0.16 2/3 par value; 300,000,000 shares authorized; 198,718,810 shares issued	33		33
Capital in excess of par value	3,600		3,600
Retained earnings	29,075		29,075
Accumulated other comprehensive loss	(633)		(633)
Treasury stock, at cost, 78,077,195 shares	(14,418)		(14,418)
Noncontrolling interests	80		80
Total equity	17,737		17,737
Total capitalization	$	30,106	$	31,092


Underwriters	Aggregate Principal Amount of the Notes
Goldman Sachs & Co. LLC	$	122,000,000
J.P. Morgan Securities LLC	122,000,000
Mizuho Securities USA LLC	122,000,000
Truist Securities, Inc.	122,000,000
Wells Fargo Securities, LLC	122,000,000
Barclays Capital Inc.	45,000,000
BofA Securities, LLC	45,000,000
Citigroup Global Markets Inc.	45,000,000
Morgan Stanley & Co. LLC	45,000,000
PNC Capital Markets LLC	45,000,000
U.S. Bancorp Investments, Inc.	45,000,000
BBVA Securities Inc.	15,000,000
Deutsche Bank Securities Inc.	15,000,000
Academy Securities, Inc.	10,000,000
BNY Mellon Capital Markets, LLC	10,000,000
Fifth Third Securities, Inc.	10,000,000
RBC Capital Markets, LLC	10,000,000
Regions Securities LLC	10,000,000
Scotia Capital (USA) Inc.	10,000,000
SMBC Nikko Securities America, Inc.	10,000,000
TD Securities (USA) LLC	10,000,000
CastleOak Securities, L.P.	5,000,000
R. Seelaus & Co., LLC	5,000,000
Total	$	1,000,000,000

SEC Form 424B5 filed by Humana Inc.