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HUMANA INC Director's Dealing 2024

Dec 17, 2024

30145_dirs_2024-12-17_aca9bfde-b0cd-40a2-8957-836a5b123071.zip

Director's Dealing

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SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: HUMANA INC (HUM)
CIK: 0000049071
Period of Report: 2024-12-15

Reporting Person: Ventura Joseph C (Chief Legal Officer)

Non-Derivative Transactions

Date Security Code Shares Price A/D Holdings After Ownership
2024-12-15 Humana Common F 259 $271.675 Disposed 11194 Direct
2024-12-15 Humana Common M 362 Acquired 11556 Direct
2024-12-15 Humana Common F 165 $271.675 Disposed 11391 Direct
2024-12-15 Humana Common M 359 Acquired 11750 Direct
2024-12-15 Humana Common F 164 $271.675 Disposed 11586 Direct

Derivative Transactions

Date Security Exercise Price Code Shares A/D Expiration Underlying Ownership
2024-12-15 Restricted Stock Units $ M 362 Disposed Humana Common (362) Direct
2024-12-15 Restricted Stock Units $ M 359 Disposed Humana Common (359) Direct

Holdings (Non-Derivative)

Security Shares Ownership
Humana Common 259 Indirect

Holdings (Derivative)

Security Exercise Price Expiration Underlying Shares Ownership
Options $350.7875 2027-02-24 Humana Common (4656) 4656 Direct
Options $376.61 2028-02-22 Humana Common (4598) 4598 Direct
Options $425.055 2029-02-21 Humana Common (3932) 3932 Direct
Options $510.2425 2030-02-24 Humana Common (4162) 4162 Direct
Options $367.21 2031-02-21 Humana Common (6572) 6572 Direct

Footnotes

F1: Shares held for the benefit of reporting person as of November 30, 2024 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: Right to receive one share per restricted stock unit pursuant to the Company's 2019 Amended & Restated Stock Incentive Plan. Each restricted stock unit represents a contingent right to receive one share of Humana Inc. common stock, exempt under Rule 16b-3(d)(1) & (3).

F8: Restricted stock units granted to reporting person on 02/21/2022, 33% of the award is vesting on 12/15/22, 12/15/23, and 12/15/24.

F9: Restricted stock units granted to reporting person on 02/24/2023, 33% of the award is vesting on 12/15/23, 12/15/24, and 12/15/25.

F10: Includes 3,858 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.

F11: Shares disposed of represent payment for tax liability on Restricted Stock Units vested on 12/15/24.