HUMANA INC — Director's Dealing 2024

Feb 23, 2024

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: HUMANA INC (HUM)
CIK: 0000049071
Period of Report: 2024-02-21

Reporting Person: Diamond Susan M (Chief Financial Officer)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2024-02-22	Humana Common	M	3356	—	Acquired	7436	Direct
2024-02-22	Humana Common	F	1125	$366.105	Disposed	6311	Direct
2024-02-21	Humana Common	A	13480	—	Acquired	19791	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2024-02-21	Options	$367.21	A	9989	Acquired	2031-02-21	Humana Common (9989)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Humana Common	2182	Indirect

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Options	$376.61	2028-02-22	Humana Common (1508)	1508	Direct
Options	$428.6767	2028-08-01	Humana Common (3793)	3793	Direct
Options	$425.055	2029-02-21	Humana Common (5562)	5562	Direct
Options	$510.2425	2030-02-24	Humana Common (6810)	6810	Direct
Restricted Stock Units	$		Humana Common (311)	311	Direct
Restricted Stock Units	$		Humana Common (512)	512	Direct
Restricted Stock Units	$		Humana Common (1176)	1176	Direct
Phantom Stock Units	$		Humana Common (325)	325	Indirect

Footnotes

F1: Shares held for the benefit of the reporting person as of January 31, 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 02/22/2021, vesting in three annual increments from 2/22/22 to 2/22/24.

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 8/1/2021, vesting in three annual increments from 8/1/22 to 8/1/24.

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 2/21/2022, 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 2/24/2023, 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 2/21/2024, 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 08/1/2021, 33% of the award is vesting on 8/1/22, 8/1/23, and 8/1/24.

F9: 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.

F10: 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.

F11: Restricted stock units granted to reporting person on 2/21/24.

F12: Includes 13,480 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.

F13: Phantom Stock Units held for the benefit of reporting person as of January 31, 2024 based on the value of Humana common stock on a 1-for-1 basis, under the Humana Retirement Equalization Plan. The ending number of units reflects normal fluctuation due to changes in stock price.

F14: Includes Performance Stock Units not required to be reported until vest.

F15: Shares disposed of represent payment of tax liability resulting from vesting of Performance Stock Units on 2/22/24.