HUM / Humana Inc. - Pengajuan SECLaporan Tahunan, Pernyataan Proksi

Humana Inc.
US ˙ NYSE ˙ US4448591028

Mga Batayang Estadistika
LEI 529900YLDW34GJAO4J06
CIK 49071
SEC Filings
All companies that sell securities in the United States must register with the Securities and Exchange Commission (SEC) and file reports on a regular basis. These reports include company annual reports (10K, 10Q), news updates (8K), investor presentations (found in 8Ks), insider trades (form 4), ownership reports (13D, and 13G), and reports related to the specific securities sold, such as registration statements and prospectus. This page shows recent SEC filings related to Humana Inc.
SEC Filings (Chronological Order)
Halaman ini menyediakan daftar lengkap dan kronologis dari Pengajuan SEC, tidak termasuk pengajuan kepemilikan yang kami sediakan di tempat lain.
August 29, 2025 8-K

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): August 29, 2025 (August 29, 2025) H

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): August 29, 2025 (August 29, 2025) Humana Inc.

July 30, 2025 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2025 ☐ TRANSITION REPORT PURSUANT TO

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2025 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 1-5975 HUMAN

July 30, 2025 EX-99.3

Humana Inc. Second Quarter 2025 Prepared Management Remarks 07/30/2025

Exhibit 99.3 Humana Inc. Second Quarter 2025 Prepared Management Remarks 07/30/2025 Please view these remarks in conjunction with our 2Q 2025 earnings release that can be found on our website at www.humana.com under the Investors section, or via the following link: https://humana.gcs-web.com/financial-information/quarterly-results. We also invite you to listen to our live question and answer webca

July 30, 2025 EX-10.1

AMENDED AND RESTATED CREDIT AGREEMENT Dated as of May 30, 2025, HUMANA INC., THE SEVERAL BANKS AND OTHER FINANCIAL INSTITUTIONS FROM TIME TO TIME PARTIES HERETO, JPMORGAN CHASE BANK, N.A., as Agent, BANK OF AMERICA, N.A., as Syndication Agent, CITIBA

Execution Version AMENDED AND RESTATED CREDIT AGREEMENT Dated as of May 30, 2025, among HUMANA INC.

July 30, 2025 EX-99.1

Humana Reports Second Quarter 2025 Financial Results; Raises Full Year 2025 Adjusted EPS and Revenue Guidance

n e w s r e l e a s e Exhibit 99.1 Humana Inc. 500 West Main Street P.O. Box 1438 Louisville, KY 40202 http://www.humana.com FOR MORE INFORMATION CONTACT: Lisa Stoner Humana Investor Relations (502) 580-2652 e-mail: [email protected] Mark Taylor Humana Corporate Communications (317) 753-0345 e-mail: [email protected] Humana Reports Second Quarter 2025 Financial Results; Raises Full Year 2025

July 30, 2025 EX-99.2

Humana Reports Second Quarter 2025 Financial Results; Raises Full Year 2025 Adjusted EPS and Revenue Guidance

n e w s r e l e a s e Exhibit 99.2 Humana Inc. 500 West Main Street P.O. Box 1438 Louisville, KY 40202 http://www.humana.com FOR MORE INFORMATION CONTACT: Lisa Stoner Humana Investor Relations (502) 580-2652 e-mail: [email protected] Mark Taylor Humana Corporate Communications (317) 753-0345 e-mail: [email protected] Humana Reports Second Quarter 2025 Financial Results; Raises Full Year 2025

July 30, 2025 8-K

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): July 30, 2025 (July 30, 2025) Human

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): July 30, 2025 (July 30, 2025) Humana Inc.

June 17, 2025 11-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 11- K FOR ANNUAL REPORTS OF EMPLOYEE STOCK PURCHASE, SAVINGS AND SIMILAR PLANS PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 11- K FOR ANNUAL REPORTS OF EMPLOYEE STOCK PURCHASE, SAVINGS AND SIMILAR PLANS PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 (Mark One) x ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Fiscal Year Ended December 31, 2024 OR ¨ TRANSITION REPORT PURSUANT TO SECTION

June 17, 2025 11-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 11- K FOR ANNUAL REPORTS OF EMPLOYEE STOCK PURCHASE, SAVINGS AND SIMILAR PLANS PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 11- K FOR ANNUAL REPORTS OF EMPLOYEE STOCK PURCHASE, SAVINGS AND SIMILAR PLANS PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 (Mark One) x ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Fiscal Year Ended December 31, 2024 OR ¨ TRANSITION REPORT PURSUANT TO SECTION

June 2, 2025 8-K

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): June 2, 2025 (June 2, 2025) Humana

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): June 2, 2025 (June 2, 2025) Humana Inc.

May 30, 2025 8-K

Entry into a Material Definitive Agreement, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

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): May 30, 2025 (May 30, 2025) Humana Inc.

April 30, 2025 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2025 ☐ TRANSITION REPORT PURSUANT TO

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2025 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 1-5975 HUMA

April 30, 2025 EX-99.1

Humana Reports First Quarter 2025 Financial Results; Affirms Full Year 2025 Adjusted Financial Guidance

n e w s r e l e a s e Exhibit 99.1 Humana Inc. 500 West Main Street P.O. Box 1438 Louisville, KY 40202 http://www.humana.com FOR MORE INFORMATION CONTACT: Lisa Stoner Humana Investor Relations (502) 580-2652 e-mail: [email protected] Mark Taylor Humana Corporate Communications (317) 753-0345 e-mail: [email protected] Humana Reports First Quarter 2025 Financial Results; Affirms Full Year 2025

April 30, 2025 EX-99.3

Humana Inc. First Quarter 2025 Prepared Management Remarks 04/30/2025

Exhibit 99.3 Humana Inc. First Quarter 2025 Prepared Management Remarks 04/30/2025 Please view these remarks in conjunction with our 1Q 2025 earnings release that can be found on our website at www.humana.com under the Investors section, or via the following link: https://humana.gcs-web.com/financial-information/quarterly-results. We also invite you to listen to our live question and answer webcas

April 30, 2025 8-K

Regulation FD Disclosure, Financial Statements and Exhibits, Results of Operations and Financial Condition

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 30, 2025 (April 30, 2025) Humana Inc.

April 30, 2025 EX-99.2

Humana Reports First Quarter 2025 Financial Results; Affirms Full Year 2025 Adjusted Financial Guidance

n e w s r e l e a s e Exhibit 99.2 Humana Inc. 500 West Main Street P.O. Box 1438 Louisville, KY 40202 http://www.humana.com FOR MORE INFORMATION CONTACT: Lisa Stoner Humana Investor Relations (502) 580-2652 e-mail: [email protected] Mark Taylor Humana Corporate Communications (317) 753-0345 e-mail: [email protected] Humana Reports First Quarter 2025 Financial Results; Affirms Full Year 2025

April 18, 2025 8-K

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 18, 2025 (April 17, 2025) Hum

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 18, 2025 (April 17, 2025) Humana Inc.

March 31, 2025 EX-1.1

26, 2025, among the Company and J.P. Morgan Securities LLC and Barclays Capital Inc., as representatives of the several underwriters.

Exhibit 1.1 Execution Version $250,000,000 HUMANA INC. $250,000,000 5.375% Senior Notes due 2031 UNDERWRITING AGREEMENT March 26, 2025 J.P. MORGAN SECURITIES LLC BARCLAYS CAPITAL INC. As Representatives of the several Underwriters named in Schedule 1 c/o J.P. Morgan Securities LLC 383 Madison Avenue New York, New York 10179 Barclays Capital Inc. 745 Seventh Avenue New York, NY 10019 Dear Ladies an

March 31, 2025 8-K

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): March 31, 2025 (March 26, 2025) Hum

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): March 31, 2025 (March 26, 2025) Humana Inc.

March 28, 2025 424B5

$250,000,000 Humana Inc. $250,000,000 5.375% Senior Notes due 2031

Filed Pursuant to Rule 424(b)(5) Registration No. 333-277734 Prospectus Supplement March 26, 2025 (To Prospectus dated March 7, 2024) $250,000,000 Humana Inc. $250,000,000 5.375% Senior Notes due 2031 The 2031 notes (referred to herein as the additional 2031 notes) will bear interest at 5.375% per year. Interest on the additional 2031 notes will be payable on April 15 and October 15 of each year,

March 28, 2025 EX-FILING FEES

EX-FILING FEES Calculation of Filing Fee Table (Form Type) Humana, Inc. (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered Securities

Exhibit 107 EX-FILING FEES Calculation of Filing Fee Table 424(b)(5)(1) (Form Type) Humana, Inc.

March 26, 2025 424B5

SUBJECT TO COMPLETION PRELIMINARY PROSPECTUS SUPPLEMENT DATED MARCH 26, 2025

Filed Pursuant to Rule 424(b)(5) Registration No. 333-277734 The information in this preliminary prospectus supplement and the accompanying prospectus is not complete and may be changed. This preliminary prospectus supplement and the accompanying prospectus are not an offer to sell these securities and they are not soliciting an offer to buy these securities in any jurisdiction where the offer or

March 26, 2025 FWP

HUMANA INC. $250,000,000 5.375% Senior Notes due 2031 March 26, 2025 Pricing Term Sheet Issuer: Humana Inc. Ratings*: Baa2 (Moody’s)/ BBB (S&P)/ BBB (Fitch) Trade Date: March 26, 2025 Settlement Date: (T+3) March 31, 2025 Active Bookrunners: J.P. Mor

Filed Pursuant to Rule 433 Registration Statement No. 333-277734 HUMANA INC. $250,000,000 5.375% Senior Notes due 2031 March 26, 2025 Pricing Term Sheet Issuer: Humana Inc. Ratings*: Baa2 (Moody’s)/ BBB (S&P)/ BBB (Fitch) Trade Date: March 26, 2025 Settlement Date: (T+3) March 31, 2025 Active Bookrunners: J.P. Morgan Securities LLC Barclays Capital Inc. Additional Notes Security Description: $250,

March 7, 2025 DEFA14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant  ☒ Filed by a Party other than the Registrant  ☐ Check the appropriate box: ☐   Preliminary Proxy Statement ☐ CONFIDENTIAL, FOR USE OF THE COMMISSION ONLY (AS PERMITTED BY RULE 14A-6(E)(2)) ☐  

March 7, 2025 DEF 14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant  ☒        Filed by a Party other than the Registrant  ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ CONFIDENTIAL, FOR USE OF THE COMMISSION ONLY (AS PERMITTED B

March 5, 2025 EX-99.1

Humana Prices $1.25 Billion Debt Offering

Exhibit 99.1 news release Humana Inc. 500 West Main Street P.O. Box 1438 Louisville, KY 40202 Humana Prices $1.25 Billion Debt Offering Louisville, KY - March 3, 2025 - Humana Inc. (the “company”) (NYSE: HUM) announced today that it has priced a public offering of $1.25 billion in aggregate principal amount of senior notes. These senior notes are comprised of $750 million of the company’s 5.550 pe

March 5, 2025 EX-4.2

Thirtieth Supplemental Indenture, dated March 5, 2025, between the Company and The Bank of New York Mellon Trust Company, N.A., as trustee.

Exhibit 4.2 Execution Version HUMANA INC., Issuer THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., Trustee THIRTIETH SUPPLEMENTAL INDENTURE Dated as of March 5, 2025 5.550% Senior Notes due 2035 Supplemental to Indenture dated as of August 5, 2003 THIS THIRTIETH SUPPLEMENTAL INDENTURE (the “Thirtieth Supplemental Indenture”) is made the 5th day of March, 2025, between HUMANA INC., a corporation du

March 5, 2025 EX-99.2

Humana Completes Aggregate $1.25 Billion Debt Offering

Exhibit 99.2 news release Humana Inc. 500 West Main Street P.O. Box 1438 Louisville, KY 40202 Humana Completes Aggregate $1.25 Billion Debt Offering Louisville, KY - March 5, 2025 - Humana Inc. (the “company”) (NYSE: HUM) announced today the completion of its public offering of $1.25 billion in aggregate principal amount of senior notes. These senior notes are comprised of $750 million of the comp

March 5, 2025 EX-4.5

Form of 6.000% Senior Notes due 20

Exhibit 4.5 HUMANA INC. 6.000% Senior Notes due 2055 PRINCIPAL AMOUNT REGISTERED $[ ] CUSIP No.: 444859CC4 ISIN No.: US444859CC48 NO. [ ] THIS NOTE IS A GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITARY OR A NOMINEE THEREOF. UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR NOTES IN CERTIFICATED FORM, THIS NOTE MAY NOT

March 5, 2025 EX-1.1

, 2025, among the Company and Barclays Capital Inc., BofA Securities, Inc., J.P. Morgan Securities LLC, Mizuho Securities USA LLC and U.S. Bancorp Investments, Inc., as representatives of the several underwriters.

Exhibit 1.1 Execution Version $1,250,000,000 HUMANA INC. $750,000,000 5.550% Senior Notes due 2035 $500,000,000 6.000% Senior Notes due 2055 UNDERWRITING AGREEMENT March 3, 2025 BARCLAYS CAPITAL INC. BOFA SECURITIES, INC. J.P. MORGAN SECURITIES LLC MIZUHO SECURITIES USA LLC U.S. BANCORP INVESTMENTS, INC. As Representatives of the several Underwriters named in Schedule 1 c/o Barclays Capital Inc. 7

March 5, 2025 EX-4.3

Form of 5.550% Senior Notes due 203

Exhibit 4.3 HUMANA INC. 5.550% Senior Notes due 2035 PRINCIPAL AMOUNT REGISTERED $[ ] CUSIP No.: 444859CD2 ISIN No.: US444859CD21 No. [ ] THIS NOTE IS A GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITARY OR A NOMINEE THEREOF. UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR NOTES IN CERTIFICATED FORM, THIS NOTE MAY NOT

March 5, 2025 EX-4.4

Thirty-First Supplemental Indenture, dated March 5, 2025, between the Company and The Bank of New York Mellon Trust Company, N.A., as trustee

Exhibit 4.4 Execution Version HUMANA INC., Issuer THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., Trustee THIRTY-FIRST SUPPLEMENTAL INDENTURE Dated as of March 5, 2025 6.000% Senior Notes due 2055 Supplemental to Indenture dated as of August 5, 2003 THIS THIRTY-FIRST SUPPLEMENTAL INDENTURE (the “Thirty-First Supplemental Indenture”) is made the 5th day of March, 2025, between HUMANA INC., a corpo

March 5, 2025 8-K

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): March 5, 2025 (March 3, 2025) Human

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): March 5, 2025 (March 3, 2025) Humana Inc.

March 4, 2025 EX-FILING FEES

EX-FILING FEES Calculation of Filing Fee Table (Form Type) Humana, Inc. (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered Securities Security Type Security Class Title Fee Calculation Rule Amount Registered Proposed Max

Exhibit 107 EX-FILING FEES Calculation of Filing Fee Table 424(b)(5)(1) (Form Type) Humana, Inc.

March 4, 2025 424B5

$1,250,000,000 Humana Inc. $750,000,000 5.550% Senior Notes due 2035 $500,000,000 6.000% Senior Notes due 2055

Filed Pursuant to Rule 424(b)(5) Registration No. 333-277734 Prospectus Supplement March 3, 2025 (To Prospectus dated March 7, 2024) $1,250,000,000 Humana Inc. $750,000,000 5.550% Senior Notes due 2035 $500,000,000 6.000% Senior Notes due 2055 The 2035 notes will bear interest at 5.550% per year and the 2055 notes will bear interest at 6.000% per year. Interest on the 2035 notes and the 2055 notes

March 3, 2025 FWP

HUMANA INC. $750,000,000 5.550% Senior Notes due 2035 $500,000,000 6.000% Senior Notes due 2055 March 3, 2025 Pricing Term Sheet Issuer: Humana Inc. Ratings*: Baa2 (Moody’s)/ BBB (S&P)/ BBB (Fitch) Trade Date: March 3, 2025 Settlement Date: (T+2) Mar

Filed Pursuant to Rule 433 Registration Statement No. 333-277734 HUMANA INC. $750,000,000 5.550% Senior Notes due 2035 $500,000,000 6.000% Senior Notes due 2055 March 3, 2025 Pricing Term Sheet Issuer: Humana Inc. Ratings*: Baa2 (Moody’s)/ BBB (S&P)/ BBB (Fitch) Trade Date: March 3, 2025 Settlement Date: (T+2) March 5, 2025 Active Bookrunners: Barclays Capital Inc. BofA Securities, Inc. J.P. Morga

March 3, 2025 424B5

SUBJECT TO COMPLETION PRELIMINARY PROSPECTUS SUPPLEMENT DATED MARCH 3, 2025

Filed Pursuant to Rule 424(b)(5) Registration No. 333-277734 The information in this preliminary prospectus supplement and the accompanying prospectus is not complete and may be changed. This preliminary prospectus supplement and the accompanying prospectus are not an offer to sell these securities and they are not soliciting an offer to buy these securities in any jurisdiction where the offer or

March 3, 2025 8-K

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): March 3, 2025 (March 3, 2025) Human

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): March 3, 2025 (March 3, 2025) Humana Inc.

February 20, 2025 EX-10.X

November 20, 2024

November 20, 2024 Mrs. Celeste Mellet Dear Celeste, This letter is intended to formally offer you the role of Chief Financial Officer of Humana Inc., with a start date on or around January 1, 2025. The information below outlines your total compensation package. Salary Your initial annual base salary will be $975,000 and may be increased periodically based on your personal performance and/or overal

February 20, 2025 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ☑ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2024 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 1-5975 HUMANA INC. (Exact name of re

February 20, 2025 EX-10.W

TRANSITION & SEPARATION AGREEMENT

Execution Version TRANSITION & SEPARATION AGREEMENT This Transition & Separation Agreement (the “Agreement”) sets forth the understanding between you, Susan Diamond, and Humana Inc.

February 20, 2025 EX-19.1

Policy Regarding Transactions in Company Securities, Inside Information and Confidentiality

Policy Regarding Transactions in Company Securities, Inside Information and Confidentiality Important federal legislation prohibits insider trading and "tipping" inside information, subjecting employers of those who engage in such illegal acts to potential sanctions.

February 20, 2025 EX-21

21 †

EXHIBIT 21 HUMANA INC. SUBSIDIARY LIST ALABAMA Mid-South Home Health Agency, LLC ARKANSAS Humana Regional Health Plan, Inc. CALIFORNIA Asian American Home Care, Inc. Humana Health Plan of California, Inc. Professional Healthcare at Home, LLC COLORADO Alpine Home Health Care, LLC DELAWARE Access Home Health of Florida, LLC Amazing Home Health Holdings, LLC American Homecare Management Corp. Care So

February 20, 2025 EX-4.X

DESCRIPTION OF REGISTRANT’S SECURITIES REGISTERED PURSUANT TO SECTION 12 OF THE SECURITIES EXCHANGE ACT OF 1934

DESCRIPTION OF REGISTRANT’S SECURITIES REGISTERED PURSUANT TO SECTION 12 OF THE SECURITIES EXCHANGE ACT OF 1934 The following is a summary of information concerning our common stock, par value $.

February 11, 2025 EX-99.2

Humana Reports Fourth Quarter 2024 Financial Results; Provides Full Year 2025 Financial Guidance

n e w s r e l e a s e Exhibit 99.2 Humana Inc. 500 West Main Street P.O. Box 1438 Louisville, KY 40202 http://www.humana.com FOR MORE INFORMATION CONTACT: Lisa Stoner Humana Investor Relations (502) 580-2652 e-mail: [email protected] Mark Taylor Humana Corporate Communications (317) 753-0345 e-mail: [email protected] Humana Reports Fourth Quarter 2024 Financial Results; Provides Full Year 20

February 11, 2025 8-K

Regulation FD Disclosure, Financial Statements and Exhibits, Results of Operations and Financial Condition

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): February 11, 2025 (February 11, 2025) Humana Inc.

February 11, 2025 EX-99.3

Humana Inc. Fourth Quarter 2024 Prepared Management Remarks 2/11/2025

Exhibit 99.3 Humana Inc. Fourth Quarter 2024 Prepared Management Remarks 2/11/2025 Please view these remarks in conjunction with our 4Q 2024 earnings release that can be found on our website at www.humana.com under the Investors section, or via the following link: https://humana.gcs-web.com/financial-information/quarterly-results. We also invite you to listen to our live question and answer webcas

February 11, 2025 EX-99.1

Humana Reports Fourth Quarter 2024 Financial Results; Provides Full Year 2025 Financial Guidance

n e w s r e l e a s e Exhibit 99.1 Humana Inc. 500 West Main Street P.O. Box 1438 Louisville, KY 40202 http://www.humana.com FOR MORE INFORMATION CONTACT: Lisa Stoner Humana Investor Relations (502) 580-2652 e-mail: [email protected] Mark Taylor Humana Corporate Communications (317) 753-0345 e-mail: [email protected] Humana Reports Fourth Quarter 2024 Financial Results; Provides Full Year 20

December 3, 2024 EX-99.1

Humana Announces CFO Transition

n e w s r e l e a s e Exhibit 99.1 FOR MORE INFORMATION, CONTACT: Kelley Murphy Humana Corporate Communications [email protected] Lisa Stoner Investor Relations [email protected] Humana Announces CFO Transition LOUISVILLE, Ky. — December 3, 2024 — Leading health and well-being company Humana Inc. (NYSE: HUM) announced today that Celeste Mellet will be appointed to succeed Susan Diamond as Chi

December 3, 2024 8-K

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): December 3, 2024 (December 3, 2024)

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): December 3, 2024 (December 3, 2024) Humana Inc.

October 30, 2024 8-K

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): October 30, 2024 (October 30, 2024)

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): October 30, 2024 (October 30, 2024) Humana Inc.

October 30, 2024 EX-99.3

Humana Inc. Third Quarter 2024 Prepared Management Remarks 10/30/2024

Exhibit 99.3 Humana Inc. Third Quarter 2024 Prepared Management Remarks 10/30/2024 Please view these remarks in conjunction with our 3Q 2024 earnings release that can be found on our website at www.humana.com under the Investors section, or via the following link: https://humana.gcs-web.com/financial-information/quarterly-results. We also invite you to listen to our live question and answer webcas

October 30, 2024 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2024 ☐ TRANSITION REPORT PURSUAN

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2024 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 1-5975

October 30, 2024 EX-99.2

Humana Reports Third Quarter 2024 Financial Results; Updates Full Year Adjusted 2024 Financial Guidance

n e w s r e l e a s e Exhibit 99.2 Humana Inc. 500 West Main Street P.O. Box 1438 Louisville, KY 40202 http://www.humana.com FOR MORE INFORMATION CONTACT: Lisa Stoner Humana Investor Relations (502) 580-2652 e-mail: [email protected] Mark Taylor Humana Corporate Communications (317) 753-0345 e-mail: [email protected] Humana Reports Third Quarter 2024 Financial Results; Updates Full Year Adju

October 30, 2024 EX-99.1

Humana Reports Third Quarter 2024 Financial Results; Updates Full Year Adjusted 2024 Financial Guidance

n e w s r e l e a s e Exhibit 99.1 Humana Inc. 500 West Main Street P.O. Box 1438 Louisville, KY 40202 http://www.humana.com FOR MORE INFORMATION CONTACT: Lisa Stoner Humana Investor Relations (502) 580-2652 e-mail: [email protected] Mark Taylor Humana Corporate Communications (317) 753-0345 e-mail: [email protected] Humana Reports Third Quarter 2024 Financial Results; Updates Full Year Adju

October 23, 2024 EX-99.1

Humana Elects Gordon Smith to Board of Directors

n e w s r e l e a s e Exhibit 99.1 FOR MORE INFORMATION, CONTACT: Lisa Stoner Investor Relations Humana Inc. 502-580-2652 [email protected] or Mark Taylor Corporate Communications Humana Inc. 317-753-0345 [email protected] Humana Elects Gordon Smith to Board of Directors LOUISVILLE, Ky. — Oct. 23, 2024 — Humana Inc. (NYSE: HUM) announced today that Gordon Smith has been elected as a member o

October 23, 2024 8-K

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): October 23, 2024 (October 23, 2024)

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): October 23, 2024 (October 23, 2024) Humana Inc.

October 2, 2024 8-K

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): October 2, 2024 (October 2, 2024) H

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): October 2, 2024 (October 2, 2024) Humana Inc.

September 3, 2024 8-K

Regulation FD Disclosure

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): September 3, 2024 (September 3, 2024) Humana Inc.

July 31, 2024 8-K

Regulation FD Disclosure, Financial Statements and Exhibits, Results of Operations and Financial Condition

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): July 31, 2024 (July 31, 2024) Humana Inc.

July 31, 2024 EX-99.3

Humana Inc. Second Quarter 2024 Prepared Management Remarks 07/31/2024

Exhibit 99.3 Humana Inc. Second Quarter 2024 Prepared Management Remarks 07/31/2024 Please view these remarks in conjunction with our 2Q 2024 earnings release that can be found on our website at www.humana.com under the Investors section, or via the following link: https://humana.gcs-web.com/financial-information/quarterly-results. We also invite you to listen to our live question and answer webca

July 31, 2024 EX-3.I

EX-3.I

July 31, 2024 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2024 ☐ TRANSITION REPORT PURSUANT TO

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2024 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 1-5975 HUMAN

July 31, 2024 EX-99.4

Exhibit 99.4

Exhibit 99.4 July 31, 2024 Letter from the CEO Thank you. It is truly a privilege to be able to serve as Humana’s President and Chief Executive Officer, and by extension to serve our members and patients, teammates and shareholders. We do this in support of the Medicare, Medicaid and military TRICARE programs. I want to express my appreciation to the Humana Board of Directors for providing me this

July 31, 2024 EX-99.2

Humana Reports Second Quarter 2024 Financial Results; Affirms Full Year Adjusted 2024 Financial Guidance

n e w s r e l e a s e Exhibit 99.2 Humana Inc. 500 West Main Street P.O. Box 1438 Louisville, KY 40202 http://www.humana.com FOR MORE INFORMATION CONTACT: Lisa Stoner Humana Investor Relations (502) 580-2652 e-mail: [email protected] Mark Taylor Humana Corporate Communications (317) 753-0345 e-mail: [email protected] Humana Reports Second Quarter 2024 Financial Results; Affirms Full Year Adj

July 31, 2024 EX-99.1

Humana Reports Second Quarter 2024 Financial Results; Affirms Full Year Adjusted 2024 Financial Guidance

n e w s r e l e a s e Exhibit 99.1 Humana Inc. 500 West Main Street P.O. Box 1438 Louisville, KY 40202 http://www.humana.com FOR MORE INFORMATION CONTACT: Lisa Stoner Humana Investor Relations (502) 580-2652 e-mail: [email protected] Mark Taylor Humana Corporate Communications (317) 753-0345 e-mail: [email protected] Humana Reports Second Quarter 2024 Financial Results; Affirms Full Year Adj

June 20, 2024 11-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 11- K FOR ANNUAL REPORTS OF EMPLOYEE STOCK PURCHASE, SAVINGS AND SIMILAR PLANS PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 11- K FOR ANNUAL REPORTS OF EMPLOYEE STOCK PURCHASE, SAVINGS AND SIMILAR PLANS PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 (Mark One) x ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Fiscal Year Ended December 31, 2023 OR ¨ TRANSITION REPORT PURSUANT TO SECTION

June 20, 2024 11-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 11- K FOR ANNUAL REPORTS OF EMPLOYEE STOCK PURCHASE, SAVINGS AND SIMILAR PLANS PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 11- K FOR ANNUAL REPORTS OF EMPLOYEE STOCK PURCHASE, SAVINGS AND SIMILAR PLANS PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 (Mark One) x ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Fiscal Year Ended December 31, 2023 OR ¨ TRANSITION REPORT PURSUANT TO SECTION

June 5, 2024 EX-10.1

364-Day Revolving Credit Agreement, dated as of May 31, 2024, among Humana Inc., and JPMorgan Chase Bank, N.A. as Agent, Bank of America, N.A. as Syndication Agent, Citibank, N.A., Goldman Sachs Bank USA, PNC Capital Markets LLC, U.S. Bank, National Association and Wells Fargo Securities, LLC, as Documentation Agents, and JPMorgan Chase Bank, N.A., BofA Securities, Inc., Citibank, N.A., Goldman Sachs Bank USA, PNC Capital Markets LLC, U.S. Bank, National Association and Wells Fargo Securities, LLC, as Joint-Lead Arrangers and Joint Bookrunners.

EX-10.1 Exhibit 10.1 EXECUTION VERSION 364-DAY REVOLVING CREDIT AGREEMENT Dated as of May 31, 2024 among HUMANA INC., THE SEVERAL BANKS AND OTHER FINANCIAL INSTITUTIONS FROM TIME TO TIME PARTIES HERETO, and JPMORGAN CHASE BANK, N.A., as Agent, BANK OF AMERICA, N.A., as Syndication Agent, CITIBANK, N.A., GOLDMAN SACHS BANK USA, PNC CAPITAL MARKETS LLC, U.S. BANK, NATIONAL ASSOCIATION and WELLS FARG

June 5, 2024 EX-10.2

First Amendment to Fifth Amended and Restated Credit Agreement, dated as of May 31, 2024, among Humana Inc., and JPMorgan Chase Bank, N.A. as Agent, and certain banks and other financial institutions party thereto.

EX-10.2 Exhibit 10.2 EXECUTION VERSION FIRST AMENDMENT TO FIFTH AMENDED AND RESTATED CREDIT AGREEMENT This FIRST AMENDMENT (this “Amendment”), dated as of May 31, 2024, to the Fifth Amended and Restated Credit Agreement dated as of June 2, 2023 (as amended, supplemented, amended and restated or otherwise modified from time to time, the “Credit Agreement”, and as amended by this Amendment, the “Ame

June 5, 2024 8-K

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): June 5, 2024 (May 31, 2024) Humana

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): June 5, 2024 (May 31, 2024) Humana Inc.

June 3, 2024 8-K

Regulation FD Disclosure

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): June 3, 2024 (June 3, 2024) Humana Inc.

May 13, 2024 EX-99.1

Jim Rechtin to Assume Humana CEO Role Effective July 1, 2024

n e w s r e l e a s e Exhibit 99.1 FOR MORE INFORMATION CONTACT: Investors: Lisa Stoner - Humana Investor Relations; (502) 580-2652; [email protected] Media: Mark Taylor - Humana Corporate Communications; (317) 753-0345; [email protected] Jim Rechtin to Assume Humana CEO Role Effective July 1, 2024 LOUISVILLE, KY (May 13, 2024) — Leading health insurer and health care services company Humana

May 13, 2024 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

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): May 13, 2024 (May 13, 2024) Humana Inc.

May 13, 2024 EX-10.1

Transition & Separation Agreement, dated as of May 13, 2024, by and between Humana Inc. and Bruce D. Broussard

Exhibit 10.1 Execution Version TRANSITION & SEPARATION AGREEMENT This Transition & Separation Agreement (the “Agreement”) sets forth the understanding between you, Bruce D. Broussard, and Humana Inc. and its affiliates and subsidiaries (“Humana” or the “Company”) with respect to your separation from employment with Humana. RECITALS: A. The Parties have mutually agreed that you will transition from

April 24, 2024 EX-99.1

Humana Reports First Quarter 2024 Financial Results; Affirms Full Year Adjusted 2024 Financial Guidance

n e w s r e l e a s e Exhibit 99.1 Humana Inc. 500 West Main Street P.O. Box 1438 Louisville, KY 40202 http://www.humana.com FOR MORE INFORMATION CONTACT: Lisa Stoner Humana Investor Relations (502) 580-2652 e-mail: [email protected] Mark Taylor Humana Corporate Communications (317) 753-0345 e-mail: [email protected] Humana Reports First Quarter 2024 Financial Results; Affirms Full Year Adju

April 24, 2024 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2024 ☐ TRANSITION REPORT PURSUANT TO

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2024 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 1-5975 HUMA

April 24, 2024 EX-99.3

Humana Inc. First Quarter 2024 Prepared Management Remarks 04/24/2024

Exhibit 99.3 Humana Inc. First Quarter 2024 Prepared Management Remarks 04/24/2024 Please view these remarks in conjunction with our 1Q 2024 earnings release that can be found on our website at www.humana.com under the Investors section, or via the following link: https://humana.gcs-web.com/financial-information/quarterly-results. We also invite you to listen to our live question and answer webcas

April 24, 2024 EX-99.2

Humana Reports First Quarter 2024 Financial Results; Affirms Full Year Adjusted 2024 Financial Guidance

n e w s r e l e a s e Exhibit 99.2 Humana Inc. 500 West Main Street P.O. Box 1438 Louisville, KY 40202 http://www.humana.com FOR MORE INFORMATION CONTACT: Lisa Stoner Humana Investor Relations (502) 580-2652 e-mail: [email protected] Mark Taylor Humana Corporate Communications (317) 753-0345 e-mail: [email protected] Humana Reports First Quarter 2024 Financial Results; Affirms Full Year Adju

April 24, 2024 8-K

Regulation FD Disclosure, Financial Statements and Exhibits, Results of Operations and Financial Condition

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 24, 2024 (April 24, 2024) Humana Inc.

April 19, 2024 8-K

Submission of Matters to a Vote of Security Holders

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 19, 2024 (April 18, 2024) Humana Inc.

March 14, 2024 PX14A6G

Humana Inc. (HUM)

Humana Inc. (HUM) Shareholder Alert Voluntary submission by John Chevedden, POB 2673, Redondo Beach, CA 90278 Humana Shareholder since 2020 Important to Vote for Both Simple Majority Vote Proposals, Proposal 5 and 6 The reason to vote for both Simple Majority Vote Proposal is that Proposal 5 is a binding proposal that requires 75% approval of all Humana shares outstanding. There is the risk that s

March 13, 2024 EX-4.5

Form of 5.750% Senior Notes due 2054.

Exhibit 4.5 HUMANA INC. 5.750% Senior Notes due 2054 PRINCIPAL AMOUNT REGISTERED $[ ] CUSIP No.: 444859 CB6 ISIN No.: US444859CB64 No. [ ] THIS NOTE IS A GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITARY OR A NOMINEE THEREOF. UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR NOTES IN CERTIFICATED FORM, THIS NOTE MAY NOT

March 13, 2024 EX-99.2

Humana Completes Aggregate $2.25 Billion Debt Offering

Exhibit 99.2 news release Humana Inc. 500 West Main Street P.O. Box 1438 Louisville, KY 40202 Humana Completes Aggregate $2.25 Billion Debt Offering Louisville, KY - March 13, 2024 - Humana Inc. (the “company”) (NYSE: HUM) announced today the completion of its public offering of $2.25 billion in aggregate principal amount of senior notes. These senior notes are comprised of $1.25 billion of the co

March 13, 2024 EX-99.1

Humana Prices $2.25 Billion Debt Offering

Exhibit 99.1 news release Humana Inc. 500 West Main Street P.O. Box 1438 Louisville, KY 40202 Humana Prices $2.25 Billion Debt Offering Louisville, KY - March 11, 2024 - Humana Inc. (the “company”) (NYSE: HUM) announced today that it has priced a public offering of $2.25 billion in aggregate principal amount of senior notes. These senior notes are comprised of $1.25 billion of the company’s 5.375

March 13, 2024 EX-4.2

Twenty-Eighth Supplemental Indenture, dated March 13, 2024, between the Company and The Bank of New York Mellon Trust Company, N.A., as trustee.

Exhibit 4.2 HUMANA INC., Issuer THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., Trustee TWENTY-EIGHTH SUPPLEMENTAL INDENTURE Dated as of March 13, 2024 5.375% Senior Notes due 2031 Supplemental to Indenture dated as of August 5, 2003 THIS TWENTY-EIGHTH SUPPLEMENTAL INDENTURE (the “Twenty-Eighth Supplemental Indenture”) is made the 13th day of March, 2024, between HUMANA INC., a corporation duly i

March 13, 2024 EX-1.1

Citigroup Global Markets Inc., Goldman Sachs & Co. LLC, Morgan Stanley & Co. LLC, PNC Capital Markets LLC and Wells Fargo Securities, LLC

Exhibit 1.1 Execution Version $2,250,000,000 HUMANA INC. $1,250,000,000 5.375% Senior Notes due 2031 $1,000,000,000 5.750% Senior Notes due 2054 UNDERWRITING AGREEMENT March 11, 2024 CITIGROUP GLOBAL MARKETS INC. GOLDMAN SACHS & CO. LLC MORGAN STANLEY & CO. LLC PNC CAPITAL MARKETS LLC WELLS FARGO SECURITIES, LLC As Representatives of the several Underwriters named in Schedule 1 c/o Citigroup Globa

March 13, 2024 EX-4.4

Twenty-Ninth Supplemental Indenture, dated March 13, 2024, between the Company and The Bank of New York Mellon Trust Company, N.A., as trustee.

Exhibit 4.4 HUMANA INC., Issuer THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., Trustee TWENTY-NINTH SUPPLEMENTAL INDENTURE Dated as of March 13, 2024 5.750% Senior Notes due 2054 Supplemental to Indenture dated as of August 5, 2003 THIS TWENTY-NINTH SUPPLEMENTAL INDENTURE (the “Twenty-Ninth Supplemental Indenture”) is made the 13th day of March, 2024, between HUMANA INC., a corporation duly inco

March 13, 2024 EX-4.3

Form of 5.375% Senior Notes due 2031.

Exhibit 4.3 HUMANA INC. 5.375% Senior Notes due 2031 PRINCIPAL AMOUNT REGISTERED $[ ] CUSIP No.: 444859 CA8 ISIN No.: US444859CA81 No. [ ] THIS NOTE IS A GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITARY OR A NOMINEE THEREOF. UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR NOTES IN CERTIFICATED FORM, THIS NOTE MAY NOT

March 13, 2024 8-K

Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant, Other Events

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): March 13, 2024 (March 11, 2024) Humana Inc.

March 12, 2024 EX-FILING FEES

EX-FILING FEES Calculation of Filing Fee Table (Form Type) Humana, Inc. (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered Securities

Exhibit 107 EX-FILING FEES Calculation of Filing Fee Table 424(b)(5)(1) (Form Type) Humana, Inc.

March 12, 2024 424B5

$2,250,000,000 Humana Inc. $1,250,000,000 5.375% Senior Notes due 2031 $1,000,000,000 5.750% Senior Notes due 2054

Filed Pursuant to Rule 424(b)(5) Registration No. 333-277734 Prospectus Supplement March 11, 2024 (To Prospectus dated March 7, 2024) $2,250,000,000 Humana Inc. $1,250,000,000 5.375% Senior Notes due 2031 $1,000,000,000 5.750% Senior Notes due 2054 The 2031 notes will bear interest at 5.375% per year and the 2054 notes will bear interest at 5.750% per year. Interest on the 2031 notes and the 2054

March 11, 2024 424B5

SUBJECT TO COMPLETION PRELIMINARY PROSPECTUS SUPPLEMENT DATED MARCH 11, 2024

Filed Pursuant to Rule 424(b)(5) Registration No. 333-277734 The information in this preliminary prospectus supplement and the accompanying prospectus is not complete and may be changed. This preliminary prospectus supplement and the accompanying prospectus are not an offer to sell these securities and they are not soliciting an offer to buy these securities in any jurisdiction where the offer or

March 11, 2024 FWP

Filed Pursuant to Rule 433 Registration Statement No. 333-277734 HUMANA INC. 5.375% Senior Notes due 2031 5.750% Senior Notes due 2054 March 11, 2024 Pricing Term Sheet Issuer: Humana Inc. Ratings*: Baa2 (Moody’s)/ BBB (S&P)/ BBB (Fitch) Trade Date:

Filed Pursuant to Rule 433 Registration Statement No. 333-277734 HUMANA INC. 5.375% Senior Notes due 2031 5.750% Senior Notes due 2054 March 11, 2024 Pricing Term Sheet Issuer: Humana Inc. Ratings*: Baa2 (Moody’s)/ BBB (S&P)/ BBB (Fitch) Trade Date: March 11, 2024 Settlement Date: (T+2) March 13, 2024 Active Bookrunners: Citigroup Global Markets Inc. Goldman Sachs & Co. LLC Morgan Stanley & Co. LL

March 8, 2024 DEF 14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant  ☒        Filed by a Party other than the Registrant  ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ CONFIDENTIAL, FOR USE OF THE COMMISSION ONLY (AS PERMITTED B

March 8, 2024 DEFA14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒        Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ CONFIDENTIAL, FOR USE OF THE COMMISSION ONLY (AS PERMITTED BY RULE 14A-6(E)(2))

March 7, 2024 EX-25.1

Statement of Eligibility of The Bank of New York Mellon Trust Company, N.A., as Trustee on Form T-1 for the Indenture, dated as of August 5, 2003.

Exhibit 25.1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM T-1 STATEMENT OF ELIGIBILITY UNDER THE TRUST INDENTURE ACT OF 1939 OF A CORPORATION DESIGNATED TO ACT AS TRUSTEE ☐ CHECK IF AN APPLICATION TO DETERMINE ELIGIBILITY OF A TRUSTEE PURSUANT TO SECTION 305(b)(2) THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A. (Exact name of trustee as specified in its charter) 95-

March 7, 2024 EX-25.2

Statement of Eligibility of The Bank of New York Mellon Trust Company, N.A., as Trustee on Form T-1 for the Indenture, dated as of March 30, 2006.

Exhibit 25.2 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM T-1 STATEMENT OF ELIGIBILITY UNDER THE TRUST INDENTURE ACT OF 1939 OF A CORPORATION DESIGNATED TO ACT AS TRUSTEE ☐ CHECK IF AN APPLICATION TO DETERMINE ELIGIBILITY OF A TRUSTEE PURSUANT TO SECTION 305(b)(2) THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A. (Exact name of trustee as specified in its charter) 95-

March 7, 2024 S-3ASR

As filed with the Securities and Exchange Commission on March 7, 2024

S-3ASR Table of Contents As filed with the Securities and Exchange Commission on March 7, 2024 Registration No.

March 7, 2024 EX-FILING FEES

Filing Fee Table.

Exhibit 107 Calculation of Filing Fee Table S-3 (Form Type) Humana Inc. (Exact Name of Registrant as Specified in its Charter) Table 1—Newly Registered and Carry Forward Securities Security Type Security Class Title Fee Calculation or Carry Forward Rule Amount Registered Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee Carry Forward Form

March 5, 2024 8-K

Regulation FD Disclosure

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): March 5, 2024 (March 5, 2024) Humana Inc.

February 22, 2024 PRE 14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant  ☒        Filed by a Party other than the Registrant  ☐ Check the appropriate box: ☒ Preliminary Proxy Statement ☐ CONFIDENTIAL, FOR USE OF THE COMMISSION ONLY (AS PERMITTED B

February 15, 2024 EX-97

HUMANA INC. COMPENSATION RECOUPMENT POLICY (Effective October 2, 2023)

HUMANA INC. COMPENSATION RECOUPMENT POLICY (Effective October 2, 2023) This Humana Inc. Compensation Recoupment Policy (“Policy”) has been adopted by the Board of Humana Inc. (the “Company”). This Policy provides for the recoupment of certain executive compensation in the event of (i) an accounting restatement resulting from material noncompliance with financial reporting requirements under U.S. f

February 15, 2024 EX-10.PP

HUMANA INC. STOCK OPTION AGREEMENT AND AGREEMENT NOT TO COMPETE OR SOLICIT UNDER THE AMENDED AND RESTATED STOCK INCENTIVE PLAN

HUMANA INC. STOCK OPTION AGREEMENT AND AGREEMENT NOT TO COMPETE OR SOLICIT UNDER THE AMENDED AND RESTATED STOCK INCENTIVE PLAN THIS AGREEMENT (“Agreement”) made as of (the “Date of Grant”) by and between HUMANA INC., a corporation duly organized and existing under the laws of the State of Delaware (hereinafter referred to as the "Company"), and , an employee of the Company (hereinafter referred to

February 15, 2024 EX-10.MM

HUMANA INC. RESTRICTED STOCK UNIT AGREEMENT AND AGREEMENT NOT TO COMPETE OR SOLICIT UNDER THE AMENDED AND RESTATED STOCK INCENTIVE PLAN

HUMANA INC. RESTRICTED STOCK UNIT AGREEMENT AND AGREEMENT NOT TO COMPETE OR SOLICIT UNDER THE AMENDED AND RESTATED STOCK INCENTIVE PLAN THIS RESTRICTED STOCK UNIT AGREEMENT ("Agreement") made as of (the “Date of Grant”) by and between HUMANA INC., a corporation duly organized and existing under the laws of the State of Delaware (hereinafter referred to as the "Company"), and , an employee of the C

February 15, 2024 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ☑ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2023 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 1-5975 HUMANA INC. (Exact name of re

February 15, 2024 EX-10.NN

HUMANA INC. RESTRICTED STOCK UNIT AGREEMENT WITH PERFORMANCE VESTING AND AGREEMENT NOT TO COMPETE OR SOLICIT UNDER THE AMENDED AND RESTATED STOCK INCENTIVE PLAN

HUMANA INC. RESTRICTED STOCK UNIT AGREEMENT WITH PERFORMANCE VESTING AND AGREEMENT NOT TO COMPETE OR SOLICIT UNDER THE AMENDED AND RESTATED STOCK INCENTIVE PLAN THIS RESTRICTED STOCK UNIT AGREEMENT ("Agreement") made as of (the “Date of Grant”) by and between HUMANA INC., a corporation duly organized and existing under the laws of the State of Delaware (hereinafter referred to as the "Company"), a

February 15, 2024 EX-10.OO

HUMANA INC. INCENTIVE STOCK OPTION AGREEMENT AND AGREEMENT NOT TO COMPETE OR SOLICIT UNDER THE AMENDED AND RESTATED STOCK INCENTIVE PLAN

HUMANA INC. INCENTIVE STOCK OPTION AGREEMENT AND AGREEMENT NOT TO COMPETE OR SOLICIT UNDER THE AMENDED AND RESTATED STOCK INCENTIVE PLAN THIS AGREEMENT (“Agreement”) made as of (the “Date of Grant”) by and between HUMANA INC., a corporation duly organized and existing under the laws of the State of Delaware (hereinafter referred to as the "Company"), and , an employee of the Company (hereinafter r

February 15, 2024 EX-21

21 †

EXHIBIT 21 HUMANA INC. SUBSIDIARY LIST ALABAMA Mid-South Home Health Agency, LLC ARKANSAS Humana Regional Health Plan, Inc. CALIFORNIA Asian American Home Care, Inc. Humana Health Plan of California, Inc. Professional Healthcare at Home, LLC COLORADO Alpine Home Health Care, LLC DELAWARE Access Home Health of Florida, LLC Amazing Home Health Holdings, LLC American Homecare Management Corp. CDO 1,

February 15, 2024 EX-10.EE

FIRST AMENDMENT TO THE AMENDED AND RESTATED HUMANA INC. STOCK INCENTIVE PLAN

FIRST AMENDMENT TO THE AMENDED AND RESTATED HUMANA INC. STOCK INCENTIVE PLAN This First Amendment (this “Amendment”) to the Amended and Restated Humana Inc. Stock Incentive Plan (the “Plan”) is effective as of February 24, 2024. WHEREAS, the Plan provides for different treatment of the continued vesting of Options, Stock Appreciation Rights, and unvested shares of Restricted Stock and Restricted S

February 13, 2024 SC 13G/A

HUM / Humana Inc. / VANGUARD GROUP INC - SCHEDULE 13G/A Passive Investment

SC 13G/A 1 tv01147-humanainc.htm SCHEDULE 13G/A SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 (Amendment No.: 9)* Name of issuer: Humana Inc Title of Class of Securities: Common Stock CUSIP Number: 444859102 Date of Event Which Requires Filing of this Statement: December 29, 2023 Check the appropriate box to designate the rule purs

February 8, 2024 SC 13G/A

HUM / Humana Inc. / WELLINGTON MANAGEMENT GROUP LLP - SEC SCHEDULE 13G Passive Investment

SC 13G/A 1 SEC13GFiling.htm SEC SCHEDULE 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1 )* Humana Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 444859102 (CUSIP Number) December 29, 2023 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designa

February 5, 2024 8-K

Regulation FD Disclosure

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): February 5, 2024 (February 5, 2024) Humana Inc.

January 25, 2024 8-K

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): January 25, 2024 (January 25, 2024)

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): January 25, 2024 (January 25, 2024) Humana Inc.

January 25, 2024 EX-99.1

Humana Reports Fourth Quarter 2023 Financial Results; Provides Initial Full Year 2024 Financial Guidance

n e w s r e l e a s e Exhibit 99.1 Humana Inc. 500 West Main Street P.O. Box 1438 Louisville, KY 40202 http://www.humana.com FOR MORE INFORMATION CONTACT: Lisa Stoner Humana Investor Relations (502) 580-2652 e-mail: [email protected] Mark Taylor Humana Corporate Communications (317) 753-0345 e-mail: [email protected] Humana Reports Fourth Quarter 2023 Financial Results; Provides Initial Full

January 25, 2024 EX-99.3

Humana Inc. Fourth Quarter 2023 Prepared Management Remarks 01/25/2024

Exhibit 99.3 Humana Inc. Fourth Quarter 2023 Prepared Management Remarks 01/25/2024 Please view these remarks in conjunction with our 4Q 2023 earnings release that can be found on our website at www.humana.com under the Investors section, or via the following link: https://humana.gcs-web.com/financial-information/quarterly-results. We also invite you to listen to our live question and answer webca

January 25, 2024 EX-99.2

Humana Reports Fourth Quarter 2023 Financial Results; Provides Initial Full Year 2024 Financial Guidance

n e w s r e l e a s e Exhibit 99.2 Humana Inc. 500 West Main Street P.O. Box 1438 Louisville, KY 40202 http://www.humana.com FOR MORE INFORMATION CONTACT: Lisa Stoner Humana Investor Relations (502) 580-2652 e-mail: [email protected] Mark Taylor Humana Corporate Communications (317) 753-0345 e-mail: [email protected] Humana Reports Fourth Quarter 2023 Financial Results; Provides Initial Full

January 18, 2024 8-K

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): January 18, 2024 (January 18, 2024)

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): January 18, 2024 (January 18, 2024) Humana Inc.

December 7, 2023 8-K

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): December 7, 2023 (December 7, 2023)

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): December 7, 2023 (December 7, 2023) Humana Inc.

December 7, 2023 EX-3.(B)

Humana Inc. Amended and Restated By-laws, effective as of December 7, 2023

Exhibit 3(b) Restated November 12, 1997 Amended January 4, 2007 Restated December 14, 2017 Restated December 8, 2022 Restated December 7, 2023 BY-LAWS OF HUMANA INC.

December 1, 2023 8-K

Regulation FD Disclosure

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): December 1, 2023 (December 1, 2023) Humana Inc.

November 9, 2023 8-K

Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant, Other Events

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): November 9, 2023 (November 9, 2023) Humana Inc.

November 9, 2023 EX-4.4

Twenty-Seventh Supplemental Indenture, dated November 9, 2023, between the Company and The Bank of New York Mellon Trust Company, N.A., as trustee.

Exhibit 4.4 HUMANA INC., Issuer THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., Trustee TWENTY-SEVENTH SUPPLEMENTAL INDENTURE Dated as of November 9, 2023 5.950% Senior Notes due 2034 Supplemental to Indenture dated as of August 5, 2003 THIS TWENTY-SEVENTH SUPPLEMENTAL INDENTURE (the “Twenty-Seventh Supplemental Indenture”) is made the 9th day of November, 2023, between HUMANA INC., a corporation

November 9, 2023 EX-99.1

Humana Completes Aggregate $1.35 Billion Debt Offering

Exhibit 99.1 news release Humana Inc. 500 West Main Street P.O. Box 1438 Louisville, KY 40202 Humana Completes Aggregate $1.35 Billion Debt Offering Louisville, KY – November 9, 2023 - Humana Inc. (the “company”) (NYSE: HUM) announced today the completion of its public offering of $1.35 billion in aggregate principal amount of senior notes. These senior notes are comprised of $500 million of the c

November 9, 2023 EX-4.5

Form of 5.950% Senior Notes due 2034.

Exhibit 4.5 HUMANA INC. 5.950% Senior Notes due 2034 PRINCIPAL AMOUNT REGISTERED $[ ] CUSIP No.: 444859 BY7 ISIN No.: US444859BY76 No. [ ] THIS NOTE IS A GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITARY OR A NOMINEE THEREOF. UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR NOTES IN CERTIFICATED FORM, THIS NOTE MAY NOT

November 9, 2023 EX-4.3

Form of 5.750% Senior Notes due 2028

Exhibit 4.3 HUMANA INC. 5.750% Senior Notes due 2028 PRINCIPAL AMOUNT REGISTERED $[ ] CUSIP No.: 444859 BZ4 ISIN No.: US444859BZ42 No. [ ] THIS NOTE IS A GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITARY OR A NOMINEE THEREOF. UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR NOTES IN CERTIFICATED FORM, THIS NOTE MAY NOT

November 9, 2023 EX-4.2

Twenty-Sixth Supplemental Indenture, dated November 9, 2023, between the Company and The Bank of New York Mellon Trust Company, N.A., as trustee.

Exhibit 4.2 HUMANA INC., Issuer THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., Trustee TWENTY-SIXTH SUPPLEMENTAL INDENTURE Dated as of November 9, 2023 5.750% Senior Notes due 2028 Supplemental to Indenture dated as of August 5, 2003 THIS TWENTY-SIXTH SUPPLEMENTAL INDENTURE (the “Twenty-Sixth Supplemental Indenture”) is made the 9th day of November, 2023, between HUMANA INC., a corporation duly

November 3, 2023 EX-99.1

Humana Prices $1.35 Billion Debt Offering

Exhibit 99.1 news release Humana Inc. 500 West Main Street P.O. Box 1438 Louisville, KY 40202 Humana Prices $1.35 Billion Debt Offering Louisville, KY - November 2, 2023 - Humana Inc. (the “company”) (NYSE: HUM) announced today that it has priced a public offering of $1.35 billion in aggregate principal amount of senior notes. These senior notes are comprised of $500 million of the company’s 5.750

November 3, 2023 424B5

$1,350,000,000 Humana Inc. $500,000,000 5.750% Senior Notes due 2028 $850,000,000 5.950% Senior Notes due 2034

Filed Pursuant to Rule 424(b)(5) Registration No. 333-254041 Prospectus Supplement November 2, 2023 (To Prospectus dated March 9, 2021) $1,350,000,000 Humana Inc. $500,000,000 5.750% Senior Notes due 2028 $850,000,000 5.950% Senior Notes due 2034 The 2028 notes will bear interest at 5.750% per year and the 2034 notes will bear interest at 5.950% per year. Interest on the 2028 notes will be payable

November 3, 2023 8-K

Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Other Events

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): November 3, 2023 (November 2, 2023) Humana Inc.

November 3, 2023 EX-FILING FEES

EX-FILING FEES Calculation of Filing Fee Table (Form Type) Humana, Inc. (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered Securities

Exhibit 107 EX-FILING FEES Calculation of Filing Fee Table 424(b)(5)(1) (Form Type) Humana, Inc.

November 3, 2023 EX-1.1

Barclays Capital Inc., BofA Securities, Inc., Goldman Sachs & Co. LLC, J.P. Morgan Securities LLC and Truist Securities, Inc.

Exhibit 1.1 $1,350,000,000 HUMANA INC. $500,000,000 5.750% Senior Notes due 2028 $850,000,000 5.950% Senior Notes due 2034 UNDERWRITING AGREEMENT November 2, 2023 BARCLAYS CAPITAL INC. BOFA SECURITIES, INC. GOLDMAN SACHS & CO. LLC J.P. MORGAN SECURITIES LLC TRUIST SECURITIES, INC. As Representatives of the several Underwriters named in Schedule 1 c/o Barclays Capital Inc. 745 Seventh Avenue, 5th F

November 2, 2023 424B5

SUBJECT TO COMPLETION PRELIMINARY PROSPECTUS SUPPLEMENT DATED NOVEMBER 2, 2023

Filed Pursuant to Rule 424(b)(5) Registration No. 333-254041 The information in this preliminary prospectus supplement and the accompanying prospectus is not complete and may be changed. This preliminary prospectus supplement and the accompanying prospectus are not an offer to sell these securities and they are not soliciting an offer to buy these securities in any jurisdiction where the offer or

November 2, 2023 FWP

Filed Pursuant to Rule 433 Registration Statement No. 333-254041 HUMANA INC. 5.750% Senior Notes due 2028 5.950% Senior Notes due 2034 November 2, 2023 Pricing Term Sheet Issuer: Humana Inc. Ratings*: Baa2 (Moody’s)/ BBB+ (S&P)/ BBB (Fitch) Trade Dat

Filed Pursuant to Rule 433 Registration Statement No. 333-254041 HUMANA INC. 5.750% Senior Notes due 2028 5.950% Senior Notes due 2034 November 2, 2023 Pricing Term Sheet Issuer: Humana Inc. Ratings*: Baa2 (Moody’s)/ BBB+ (S&P)/ BBB (Fitch) Trade Date: November 2, 2023 Settlement Date: (T+5)1 November 9, 2023 Active Bookrunners: Barclays Capital Inc. BofA Securities, Inc. Goldman Sachs & Co. LLC J

November 1, 2023 EX-99.1

Humana Reports Third Quarter 2023 Financial Results; Affirms Full Year 2023 Adjusted EPS Guidance

n e w s r e l e a s e Exhibit 99.1 Humana Inc. 500 West Main Street P.O. Box 1438 Louisville, KY 40202 http://www.humana.com FOR MORE INFORMATION CONTACT: Lisa Stoner Humana Investor Relations (502) 580-2652 e-mail: [email protected] Mark Taylor Humana Corporate Communications (317) 753-0345 e-mail: [email protected] Humana Reports Third Quarter 2023 Financial Results; Affirms Full Year 2023

November 1, 2023 EX-99.2

Humana Reports Third Quarter 2023 Financial Results; Affirms Full Year 2023 Adjusted EPS Guidance

n e w s r e l e a s e Exhibit 99.2 Humana Inc. 500 West Main Street P.O. Box 1438 Louisville, KY 40202 http://www.humana.com FOR MORE INFORMATION CONTACT: Lisa Stoner Humana Investor Relations (502) 580-2652 e-mail: [email protected] Mark Taylor Humana Corporate Communications (317) 753-0345 e-mail: [email protected] Humana Reports Third Quarter 2023 Financial Results; Affirms Full Year 2023

November 1, 2023 8-K

Regulation FD Disclosure, Financial Statements and Exhibits, Results of Operations and Financial Condition

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): November 1, 2023 (November 1, 2023) Humana Inc.

November 1, 2023 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2023 ☐ TRANSITION REPORT PURSUAN

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 1-5975

October 11, 2023 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

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): October 11, 2023 (October 9, 2023) Humana Inc.

October 11, 2023 EX-10.1

Offer Letter, dated as of October 9, 2023, by and between Humana Inc. and James Rechtin

Exhibit 10.1 Execution Version October 9, 2023 Mr. James Rechtin Dear Jim, This letter is intended to formally offer you the initial role of President and Chief Operating Officer (“COO”) of Humana Inc. (“Humana” or the “Company”), with a start date on or before January 8, 2024, reporting to the Chief Executive Officer. As we have discussed, it is the Company’s intention for you to be appointed Chi

October 11, 2023 EX-99.1

Humana Announces Leadership Transition Plan: Jim Rechtin named Chief Operating Officer and CEO Successor, Bruce Broussard to step down as CEO in the second half of 2024 Broussard, who reimagined senior-focused health care, announces he will step down

n e w s r e l e a s e Exhibit 99.1 FOR MORE INFORMATION, CONTACT: Kelley Murphy Corporate Communications [email protected] 317.701.4007 Lisa Stoner Investor Relations [email protected] 502.580.2652 Humana Announces Leadership Transition Plan: Jim Rechtin named Chief Operating Officer and CEO Successor, Bruce Broussard to step down as CEO in the second half of 2024 Broussard, who reimagined se

September 6, 2023 8-K

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): September 6, 2023 (September 6, 202

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): September 6, 2023 (September 6, 2023) Humana Inc.

August 21, 2023 8-K

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): August 21, 2023 (August 17, 2023) H

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): August 21, 2023 (August 17, 2023) Humana Inc.

August 2, 2023 EX-99.2

Humana Reports Second Quarter 2023 Financial Results; Affirms Full Year 2023 Adjusted EPS Guidance

n e w s r e l e a s e Exhibit 99.2 Humana Inc. 500 West Main Street P.O. Box 1438 Louisville, KY 40202 http://www.humana.com FOR MORE INFORMATION CONTACT: Lisa Stoner Humana Investor Relations (502) 580-2652 e-mail: [email protected] Mark Taylor Humana Corporate Communications (317) 753-0345 e-mail: [email protected] Humana Reports Second Quarter 2023 Financial Results; Affirms Full Year 202

August 2, 2023 8-K

Regulation FD Disclosure, Financial Statements and Exhibits, Results of Operations and Financial Condition

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): August 2, 2023 (August 2, 2023) Humana Inc.

August 2, 2023 EX-99.1

Humana Reports Second Quarter 2023 Financial Results; Affirms Full Year 2023 Adjusted EPS Guidance

n e w s r e l e a s e Exhibit 99.1 Humana Inc. 500 West Main Street P.O. Box 1438 Louisville, KY 40202 http://www.humana.com FOR MORE INFORMATION CONTACT: Lisa Stoner Humana Investor Relations (502) 580-2652 e-mail: [email protected] Mark Taylor Humana Corporate Communications (317) 753-0345 e-mail: [email protected] Humana Reports Second Quarter 2023 Financial Results; Affirms Full Year 202

August 2, 2023 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2023 ☐ TRANSITION REPORT PURSUANT TO

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 1-5975 HUMAN

June 20, 2023 8-K/A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K/A CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 20, 2023 (June 14, 2023) Hum

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K/A CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 20, 2023 (June 14, 2023) Humana Inc.

June 16, 2023 8-K

Regulation FD Disclosure

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): June 16, 2023 (June 16, 2023) Humana Inc.

June 14, 2023 11-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 11- K FOR ANNUAL REPORTS OF EMPLOYEE STOCK PURCHASE, SAVINGS AND SIMILAR PLANS PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 11- K FOR ANNUAL REPORTS OF EMPLOYEE STOCK PURCHASE, SAVINGS AND SIMILAR PLANS PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 (Mark One) x ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Fiscal Year Ended December 31, 2022 OR ¨ TRANSITION REPORT PURSUANT TO SECTION

June 14, 2023 11-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 11- K FOR ANNUAL REPORTS OF EMPLOYEE STOCK PURCHASE, SAVINGS AND SIMILAR PLANS PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 11- K FOR ANNUAL REPORTS OF EMPLOYEE STOCK PURCHASE, SAVINGS AND SIMILAR PLANS PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 (Mark One) x ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Fiscal Year Ended December 31, 2022 OR ¨ TRANSITION REPORT PURSUANT TO SECTION

June 2, 2023 EX-10.1

Five-Year $2.5 Billion Amended and Restated Credit Agreement, dated as of June 2, 2023, among Humana Inc., and JPMorgan Chase Bank, N.A. as Agent, Bank of America, N.A. as Syndication Agent, Citibank, N.A., Goldman Sachs Bank USA, PNC Capital Markets LLC, U.S. Bank, National Association and Wells Fargo Securities, LLC, as Documentation Agents, and JPMorgan Chase Bank, N.A., BofA Securities, Inc., Citibank, N.A., Goldman Sachs Bank USA, PNC Capital Markets LLC, U.S. Bank, National Association and Wells Fargo Securities, LLC, as Joint-Lead Arrangers and Joint Bookrunners.

EX-10.1 Exhibit 10.1 Execution Version FIFTH AMENDED AND RESTATED CREDIT AGREEMENT Dated as of June 2, 2023 among HUMANA INC., THE SEVERAL BANKS AND OTHER FINANCIAL INSTITUTIONS FROM TIME TO TIME PARTIES HERETO, and JPMORGAN CHASE BANK, N.A., as Agent, BANK OF AMERICA, N.A., as Syndication Agent, CITIBANK, N.A., GOLDMAN SACHS BANK USA, PNC CAPITAL MARKETS LLC, U.S. BANK, NATIONAL ASSOCIATION and W

June 2, 2023 8-K

Entry into a Material Definitive Agreement, Termination of a Material Definitive Agreement, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

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): June 2, 2023 (June 2, 2023) Humana Inc.

June 2, 2023 EX-10.2

364-Day $1.5 Billion Revolving Credit Agreement, dated as of June 2, 2023, among Humana Inc., and JPMorgan Chase Bank, N.A. as Agent, Bank of America, N.A. as Syndication Agent, Citibank, N.A., Goldman Sachs Bank USA, PNC Capital Markets LLC, U.S. Bank, National Association and Wells Fargo Securities, LLC, as Documentation Agents, and JPMorgan Chase Bank, N.A., BofA Securities, Inc., Citibank, N.A., Goldman Sachs Bank USA, PNC Capital Markets LLC, U.S. Bank, National Association and Wells Fargo Securities, LLC, as Joint-Lead Arrangers and Joint Bookrunners.

EX-10.2 Exhibit 10.2 Execution Version 364-DAY REVOLVING CREDIT AGREEMENT Dated as of June 2, 2023 among HUMANA INC., THE SEVERAL BANKS AND OTHER FINANCIAL INSTITUTIONS FROM TIME TO TIME PARTIES HERETO, and JPMORGAN CHASE BANK, N.A., as Agent, BANK OF AMERICA, N.A., as Syndication Agent, CITIBANK, N.A., GOLDMAN SACHS BANK USA, PNC CAPITAL MARKETS LLC, U.S. BANK, NATIONAL ASSOCIATION and WELLS FARG

June 1, 2023 8-K

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): June 1, 2023 (June 1, 2023) Humana

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): June 1, 2023 (June 1, 2023) Humana Inc.

April 26, 2023 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2023 ☐ TRANSITION REPORT PURSUANT TO

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 1-5975 HUMA

April 26, 2023 EX-10.3

HUMANA INC. EXECUTIVE SEVERANCE POLICY

HUMANA INC. EXECUTIVE SEVERANCE POLICY This Humana Inc. Executive Severance Policy has been adopted by the Organization & Compensation Committee (the “Committee”) of the Board of Directors of the Company to apply to selected executive employees of the Company. Executives will be eligible for coverage under the Policy for the payment of severance benefits upon termination of employment under certai

April 26, 2023 EX-99.1

Humana Reports First Quarter 2023 Financial Results; Raises Full Year 2023 Financial Guidance

n e w s r e l e a s e Exhibit 99.1 Humana Inc. 500 West Main Street P.O. Box 1438 Louisville, KY 40202 http://www.humana.com FOR MORE INFORMATION CONTACT: Lisa Stoner Humana Investor Relations (502) 580-2652 e-mail: [email protected] Mark Taylor Humana Corporate Communications (317) 753-0345 e-mail: [email protected] Humana Reports First Quarter 2023 Financial Results; Raises Full Year 2023

April 26, 2023 8-K

Regulation FD Disclosure, Financial Statements and Exhibits, Results of Operations and Financial Condition

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 26, 2023 (April 26, 2023) Humana Inc.

April 26, 2023 EX-99.2

Humana Reports First Quarter 2023 Financial Results; Raises Full Year 2023 Financial Guidance

n e w s r e l e a s e Exhibit 99.2 Humana Inc. 500 West Main Street P.O. Box 1438 Louisville, KY 40202 http://www.humana.com FOR MORE INFORMATION CONTACT: Lisa Stoner Humana Investor Relations (502) 580-2652 e-mail: [email protected] Mark Taylor Humana Corporate Communications (317) 753-0345 e-mail: [email protected] Humana Reports First Quarter 2023 Financial Results; Raises Full Year 2023

April 24, 2023 8-K

Submission of Matters to a Vote of Security Holders

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 24, 2023 (April 20, 2023) Humana Inc.

March 13, 2023 EX-99.1

Humana Completes Aggregate $1.25 Billion Debt Offering

EX-99.1 Exhibit 99.1 news release Humana Inc. 500 West Main Street P.O. Box 1438 Louisville, KY 40202 FOR MORE INFORMATION CONTACT: Lisa Stoner Investor Relations Humana Inc. 502-580-2652 e-mail: [email protected] Mark Taylor Corporate Communications Humana Inc. 317-753-0345 e-mail: [email protected] Humana Completes Aggregate $1.25 Billion Debt Offering Louisville, KY – March 13, 2023—Human

March 13, 2023 EX-4.5

Form of 5.500% Senior Notes due 2053.

EX-4.5 Exhibit 4.5 HUMANA INC. 5.500% Senior Notes due 2053 PRINCIPAL AMOUNT REGISTERED $[ ] CUSIP No.: 444859 BX9 ISIN No.: US444859BX93 No. [ ] THIS NOTE IS A GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITARY OR A NOMINEE THEREOF. UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR NOTES IN CERTIFICATED FORM, THIS NOTE

March 13, 2023 EX-4.3

Form of 5.700% Senior Notes due 2026.

EX-4.3 Exhibit 4.3 HUMANA INC. 5.700% Senior Notes due 2026 PRINCIPAL AMOUNT REGISTERED $[ ] CUSIP No.: 444859 BW1 ISIN No.: US444859BW11 No. [ ] THIS NOTE IS A GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITARY OR A NOMINEE THEREOF. UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR NOTES IN CERTIFICATED FORM, THIS NOTE

March 13, 2023 EX-4.2

Twenty-Fourth Supplemental Indenture, dated March 13, 2023, between the Company and The Bank of New York Mellon Trust Company, N.A., as trustee.

EX-4.2 Exhibit 4.2 HUMANA INC., Issuer THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., Trustee TWENTY-FOURTH SUPPLEMENTAL INDENTURE Dated as of March 13, 2023 5.700% Senior Notes due 2026 Supplemental to Indenture dated as of August 5, 2003 THIS TWENTY-FOURTH SUPPLEMENTAL INDENTURE (the “Twenty-Fourth Supplemental Indenture”) is made the 13th day of March, 2023, between HUMANA INC., a corporation

March 13, 2023 8-K

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): March 13, 2023 (March 13, 2023) Hum

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): March 13, 2023 (March 13, 2023) Humana Inc.

March 13, 2023 EX-4.4

Twenty-Fifth Supplemental Indenture, dated March 13, 2023, between the Company and The Bank of New York Mellon Trust Company, N.A., as trustee.

EX-4.4 Exhibit 4.4 HUMANA INC., Issuer THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., Trustee TWENTY-FIFTH SUPPLEMENTAL INDENTURE Dated as of March 13, 2023 5.500% Senior Notes due 2053 Supplemental to Indenture dated as of August 5, 2003 THIS TWENTY-FIFTH SUPPLEMENTAL INDENTURE (the “Twenty-Fifth Supplemental Indenture”) is made the 13th day of March, 2023, between HUMANA INC., a corporation du

March 8, 2023 DEFA14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

DEFA14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ CONFIDENTIAL, FOR USE OF THE COMMISSION ONLY (AS PERMITTED BY RULE 14A-6(E)(2))

March 8, 2023 DEF 14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ CONFIDENTIAL, FOR USE OF THE COMMISSION ONLY (AS PERMITTED BY RULE 14

March 1, 2023 8-K

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): February 28, 2023 (February 27, 202

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): February 28, 2023 (February 27, 2023) Humana Inc.

March 1, 2023 EX-1.1

Underwriting Agreement, dated February 27, 2023, among the Company, Barclays Capital Inc., Citigroup Global Markets Inc., Morgan Stanley & Co. LLC, U.S. Bancorp Investments, Inc. and Wells Fargo Securities, LLC, as representatives of the several underwriters.

EX-1.1 2 d461254dex11.htm EX-1.1 Exhibit 1.1 $1,250,000,000 HUMANA INC. $500,000,000 5.700% Senior Notes due 2026 $750,000,000 5.500% Senior Notes due 2053 UNDERWRITING AGREEMENT February 27, 2023 BARCLAYS CAPITAL INC. CITIGROUP GLOBAL MARKETS INC. MORGAN STANLEY & CO. LLC U.S. BANCORP INVESTMENTS, INC. WELLS FARGO SECURITIES, LLC As Representatives of the several Underwriters named in Schedule 1

March 1, 2023 EX-FILING FEES

EX-FILING FEES Calculation of Filing Fee Table (Form Type) Humana, Inc. (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered Securities Security Type Security Class Title Fee Calculation Rule Amount Registered Proposed Max

EX-FILING FEES Exhibit 107 EX-FILING FEES Calculation of Filing Fee Table 424(b)(5)(1) (Form Type) Humana, Inc.

March 1, 2023 EX-99.1

Humana Prices $1.25 Billion Debt Offering

EX-99.1 Exhibit 99.1 news release Humana Inc. 500 West Main Street P.O. Box 1438 Louisville, KY 40202 FOR MORE INFORMATION CONTACT: Lisa Stoner Investor Relations Humana Inc. 502-580-2652 e-mail: [email protected] Mark Taylor Corporate Communications Humana Inc. 317-753-0345 e-mail: [email protected] Humana Prices $1.25 Billion Debt Offering Louisville, KY—February 27, 2023—Humana Inc. (the

March 1, 2023 424B5

$1,250,000,000 Humana Inc. $500,000,000 5.700% Senior Notes due 2026 $750,000,000 5.500% Senior Notes due 2053

424B5 Table of Contents Filed Pursuant to Rule 424(b)(5) Registration No. 333-254041 Prospectus Supplement February 27, 2023 (To Prospectus dated March 9, 2021) $1,250,000,000 Humana Inc. $500,000,000 5.700% Senior Notes due 2026 $750,000,000 5.500% Senior Notes due 2053 The 2026 notes will bear interest at 5.700% per year and the 2053 notes will bear interest at 5.500% per year. Interest on the 2

February 28, 2023 FWP

HUMANA INC. 5.700% Senior Notes due 2026 5.500% Senior Notes due 2053 February 27, 2023 Pricing Term Sheet

FWP Filed Pursuant to Rule 433 Registration Statement No. 333-254041 HUMANA INC. 5.700% Senior Notes due 2026 5.500% Senior Notes due 2053 February 27, 2023 Pricing Term Sheet Issuer: Humana Inc. Ratings*: Baa3 (Moody’s)/ BBB+ (S&P)/ BBB (Fitch) Trade Date: February 27, 2023 Settlement Date: (T+10)1 March 13, 2023 Active Bookrunners: Barclays Capital Inc. Citigroup Global Markets Inc. Morgan Stanl

February 27, 2023 424B5

SUBJECT TO COMPLETION PRELIMINARY PROSPECTUS SUPPLEMENT DATED FEBRUARY 27, 2023

424B5 Table of Contents Filed Pursuant to Rule 424(b)(5) Registration No. 333-254041 The information in this preliminary prospectus supplement and the accompanying prospectus is not complete and may be changed. This preliminary prospectus supplement and the accompanying prospectus are not an offer to sell these securities and they are not soliciting an offer to buy these securities in any jurisdic

February 23, 2023 8-K

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): February 23, 2023 (February 23, 202

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): February 23, 2023 (February 23, 2023) Humana Inc.

February 16, 2023 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ☑ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2022 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 1-5975 HUMANA INC. (Exact name of re

February 16, 2023 EX-21

21 †

EXHIBIT 21 HUMANA INC. SUBSIDIARY LIST ALABAMA Mid-South Home Health Agency, LLC ARIZONA Premier Home Health Agency, LLC ARKANSAS Humana Regional Health Plan, Inc. CALIFORNIA Asian American Home Care, Inc. Humana EAP and Work-Life Services of California, Inc. Humana Health Plan of California, Inc. Professional Healthcare at Home, LLC COLORADO Alpine Home Health Care, LLC DELAWARE Access Home Healt

February 9, 2023 SC 13G/A

HUM / Humana Inc / VANGUARD GROUP INC - SCHEDULE 13G/A Passive Investment

SC 13G/A 1 tv01111-humanainc.htm SCHEDULE 13G/A SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 (Amendment No.: 8)* Name of issuer: Humana Inc. Title of Class of Securities: Common Stock CUSIP Number: 444859102 Date of Event Which Requires Filing of this Statement: December 30, 2022 Check the appropriate box to designate the rule pur

February 6, 2023 SC 13G

HUM / Humana Inc / WELLINGTON MANAGEMENT GROUP LLP - SEC SCHEDULE 13G Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Humana Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 444859102 (CUSIP Number) December 30, 2022 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Schedule is

February 1, 2023 8-K

Regulation FD Disclosure, Financial Statements and Exhibits, Results of Operations and Financial Condition

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): February 1, 2023 (February 1, 2023) Humana Inc.

February 1, 2023 EX-99.2

Humana Reports Fourth Quarter 2022 Financial Results; Provides Full Year 2023 Financial Guidance

n e w s r e l e a s e Exhibit 99.2 Humana Inc. 500 West Main Street P.O. Box 1438 Louisville, KY 40202 http://www.humana.com FOR MORE INFORMATION CONTACT: Lisa Stoner Humana Investor Relations (502) 580-2652 e-mail: [email protected] Mark Taylor Humana Corporate Communications (317) 753-0345 e-mail: [email protected] Humana Reports Fourth Quarter 2022 Financial Results; Provides Full Year 20

February 1, 2023 EX-99.1

Humana Reports Fourth Quarter 2022 Financial Results; Provides Full Year 2023 Financial Guidance

n e w s r e l e a s e Exhibit 99.1 Humana Inc. 500 West Main Street P.O. Box 1438 Louisville, KY 40202 http://www.humana.com FOR MORE INFORMATION CONTACT: Lisa Stoner Humana Investor Relations (502) 580-2652 e-mail: [email protected] Mark Taylor Humana Corporate Communications (317) 753-0345 e-mail: [email protected] Humana Reports Fourth Quarter 2022 Financial Results; Provides Full Year 20

January 9, 2023 8-K

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): January 9, 2023 (January 9, 2023) H

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): January 9, 2023 (January 9, 2023) Humana Inc.

December 8, 2022 8-K

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): December 8, 2022 (December 8, 2022)

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): December 8, 2022 (December 8, 2022) Humana Inc.

December 8, 2022 EX-3

laws, effective as of December 8, 2022

EX-3 2 exhibit3bhumanaincamendeda.htm EX-3.(B) Exhibit 3(b) Restated November 12, 1997 Amended January 4, 2007 Restated December 14, 2017 Restated December 8, 2022 BY-LAWS OF HUMANA INC. ARTICLE I Meetings of Stockholders Section 1.1 Annual Meetings. The annual meeting of the stockholders for the election of directors and for the transaction of such other business as properly may come before such

December 1, 2022 8-K

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): December 1, 2022 (December 1, 2022)

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): December 1, 2022 (December 1, 2022) Humana Inc.

November 22, 2022 8-K

Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant, Other Events

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): November 22, 2022 (November 22, 2022) Humana Inc.

November 22, 2022 EX-4.2

Twenty-Second Supplemental Indenture, dated November 22, 2022, between the Company and The Bank of New York Mellon Trust Company, N.A., as trustee.

Exhibit 4.2 HUMANA INC., Issuer THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., Trustee TWENTY-SECOND SUPPLEMENTAL INDENTURE Dated as of November 22, 2022 5.750% Senior Notes due 2028 Supplemental to Indenture dated as of August 5, 2003 THIS TWENTY-SECOND SUPPLEMENTAL INDENTURE (the ?Twenty-Second Supplemental Indenture?) is made the 22nd day of November, 2022, between HUMANA INC., a corporation

November 22, 2022 EX-4.4

Twenty-Third Supplemental Indenture, dated November 22, 2022, between the Company and The Bank of New York Mellon Trust Company, N.A., as trustee.

Exhibit 4.4 HUMANA INC., Issuer THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., Trustee TWENTY-THIRD SUPPLEMENTAL INDENTURE Dated as of November 22, 2022 5.875% Senior Notes due 2033 Supplemental to Indenture dated as of August 5, 2003 THIS TWENTY-THIRD SUPPLEMENTAL INDENTURE (the ?Twenty-Third Supplemental Indenture?) is made the 22nd day of November, 2022, between HUMANA INC., a corporation dul

November 22, 2022 EX-4.5

Form of 5.875% Senior Notes due 2033.

Exhibit 4.5 HUMANA INC. 5.875% Senior Notes due 2033 PRINCIPAL AMOUNT REGISTERED $[ ] CUSIP No.: 444859 BV3 ISIN No.: US444859BV38 No. [ ] THIS NOTE IS A GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITARY OR A NOMINEE THEREOF. UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR NOTES IN CERTIFICATED FORM, THIS NOTE MAY NOT

November 22, 2022 EX-99.1

Humana Completes Aggregate $1.25 Billion Debt Offering

Exhibit 99.1 news release Humana Inc. 500 West Main Street P.O. Box 1438 Louisville, KY 40202 FOR MORE INFORMATION CONTACT: Lisa Stoner Investor Relations Humana Inc. 502-580-2652 e-mail: [email protected] Mark Taylor Corporate Communications Humana Inc. 317-753-0345 e-mail: [email protected] Humana Completes Aggregate $1.25 Billion Debt Offering Louisville, KY ? November 22, 2022 ? Humana I

November 22, 2022 EX-4.3

Form of 5.750% Senior Notes due 2028.

Exhibit 4.3 HUMANA INC. 5.750% Senior Notes due 2028 PRINCIPAL AMOUNT REGISTERED $[ ] CUSIP No.: 444859 BU5 ISIN No.: US444859BU54 No. [ ] THIS NOTE IS A GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITARY OR A NOMINEE THEREOF. UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR NOTES IN CERTIFICATED FORM, THIS NOTE MAY NOT

November 8, 2022 EX-FILING FEES

EX-FILING FEES Calculation of Filing Fee Table (Form Type) Humana, Inc. (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered Securities Security Type Security Class Title Fee Calculation Rule Amount Registered Proposed Max

Exhibit 107 EX-FILING FEES Calculation of Filing Fee Table 424(b)(5)(1) (Form Type) Humana, Inc.

November 8, 2022 8-K

Entry into a Material Definitive Agreement, Financial Statements and Exhibits

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): November 8, 2022 (November 7, 2022) Humana Inc.

November 8, 2022 EX-1.1

Underwriting Agreement, dated November 7, 2022, among the Company, BofA Securities, Inc., Goldman Sachs & Co. LLC, J.P. Morgan Securities LLC and PNC Capital Markets LLC, as representatives of the several underwriters.

Exhibit 1.1 $1,250,000,000 HUMANA INC. $500,000,000 5.750% Senior Notes due 2028 $750,000,000 5.875% Senior Notes due 2033 UNDERWRITING AGREEMENT November 7, 2022 BOFA SECURITIES, INC. GOLDMAN SACHS & CO. LLC J.P. MORGAN SECURITIES LLC PNC CAPITAL MARKETS LLC As Representatives of the several Underwriters named in Schedule 1 c/o BofA Securities, Inc. One Bryant Park New York, New York 10036 c/o Go

November 8, 2022 EX-99.1

Humana Prices $1.25 Billion Debt Offering

Exhibit 99.1 news release Humana Inc. 500 West Main Street P.O. Box 1438 Louisville, KY 40202 FOR MORE INFORMATION CONTACT: Lisa Stoner Investor Relations Humana Inc. 502-580-2652 e-mail: [email protected] Mark Taylor Corporate Communications Humana Inc. 317-753-0345 e-mail: [email protected] Humana Prices $1.25 Billion Debt Offering Louisville, KY - November 7, 2022 - Humana Inc. (the ?comp

November 8, 2022 424B5

$1,250,000,000 Humana Inc. $500,000,000 5.750% Senior Notes due 2028 $750,000,000 5.875% Senior Notes due 2033

Table of Contents Filed pursuant to Rule 424(b)(5) Registration No. 333-254041 Prospectus Supplement November 7, 2022 (To Prospectus dated March 9, 2021) $1,250,000,000 Humana Inc. $500,000,000 5.750% Senior Notes due 2028 $750,000,000 5.875% Senior Notes due 2033 The 2028 notes will bear interest at 5.750% per year and the 2033 notes will bear interest at 5.875% per year. Interest on the notes is

November 8, 2022 FWP

HUMANA INC. 5.750% Senior Notes due 2028 5.875% Senior Notes due 2033 November 7, 2022 Pricing Term Sheet Issuer: Humana Inc. Ratings*: Baa3 (Moody’s)/BBB+ (S&P)/BBB (Fitch) Trade Date: November 7, 2022 Settlement Date: (T+10)1 November 22, 2022 Acti

Filed Pursuant to Rule 433 Registration Statement No. 333-254041 HUMANA INC. 5.750% Senior Notes due 2028 5.875% Senior Notes due 2033 November 7, 2022 Pricing Term Sheet Issuer: Humana Inc. Ratings*: Baa3 (Moody?s)/BBB+ (S&P)/BBB (Fitch) Trade Date: November 7, 2022 Settlement Date: (T+10)1 November 22, 2022 Active Bookrunners: BofA Securities, Inc. Goldman Sachs & Co. LLC J.P. Morgan Securities

November 7, 2022 424B5

SUBJECT TO COMPLETION PRELIMINARY PROSPECTUS SUPPLEMENT DATED NOVEMBER 7, 2022

Table of Contents Filed pursuant to Rule 424(b)(5) Registration No. 333-254041 The information in this preliminary prospectus supplement and the accompanying prospectus is not complete and may be changed. This preliminary prospectus supplement and the accompanying prospectus are not an offer to sell these securities and they are not soliciting an offer to buy these securities in any jurisdiction w

November 3, 2022 EX-10.1

Master Confirmation between Humana Inc. and Goldman Sachs & Co. LLC dated as of November 2, 2022.

Exhibit 10.1 GOLDMAN SACHS & CO. LLC | 200 WEST STREET | NEW YORK, NEW YORK 10282-2198 | TEL: 212-902-1000 To: Humana Inc. 500 West Main Street Louisville, Kentucky 40202 From: Goldman Sachs & Co. LLC Re: Accelerated Stock Repurchases This master confirmation (this ?Master Confirmation?), dated as of November 2, 2022, is intended to set forth certain terms and provisions of certain Transactions (e

November 3, 2022 EX-10.2

Master Confirmation between Humana Inc. and Mizuho Markets Americas LLC dated as of November 2, 2022.

Exhibit 10.2 To: Humana Inc. 500 West Main Street Louisville, Kentucky 40202 From: Mizuho Markets Americas LLC c/o Mizuho Securities USA LLC, as agent 1271 Avenue of the Americas New York, NY 10020 Re: Accelerated Stock Repurchases This master confirmation (this ?Master Confirmation?), dated as of November 2, 2022, is intended to set forth certain terms and provisions of certain Transactions (each

November 3, 2022 8-K

Entry into a Material Definitive Agreement, Financial Statements and Exhibits

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): November 3, 2022 (November 2, 2022) Humana Inc.

November 2, 2022 EX-99.2

Humana Reports Third Quarter 2022 Financial Results; Affirms Recent Upward Revision to Full Year 2022 Adjusted EPS Financial Guidance

n e w s r e l e a s e Exhibit 99.2 Humana Inc. 500 West Main Street P.O. Box 1438 Louisville, KY 40202 http://www.humana.com FOR MORE INFORMATION CONTACT: Lisa Stoner Humana Investor Relations (502) 580-2652 e-mail: [email protected] Mark Taylor Humana Corporate Communications (317) 753-0345 e-mail: [email protected] Humana Reports Third Quarter 2022 Financial Results; Affirms Recent Upward

November 2, 2022 EX-99.1

Humana Reports Third Quarter 2022 Financial Results; Affirms Recent Upward Revision to Full Year 2022 Adjusted EPS Financial Guidance

n e w s r e l e a s e Exhibit 99.1 Humana Inc. 500 West Main Street P.O. Box 1438 Louisville, KY 40202 http://www.humana.com FOR MORE INFORMATION CONTACT: Lisa Stoner Humana Investor Relations (502) 580-2652 e-mail: [email protected] Mark Taylor Humana Corporate Communications (317) 753-0345 e-mail: [email protected] Humana Reports Third Quarter 2022 Financial Results; Affirms Recent Upward

November 2, 2022 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2022 ☐ TRANSITION REPORT PURSUAN

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2022 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 1-5975

November 2, 2022 8-K

Regulation FD Disclosure, Financial Statements and Exhibits, Results of Operations and Financial Condition

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): November 2, 2022 (November 2, 2022) Humana Inc.

September 29, 2022 CORRESP

CORRESP

September 29, 2022 By E-mail Division of Corporate Finance, Disclosure Review Program United States Securities and Exchange Commission Washington, D.

September 15, 2022 EX-99.1

Humana Elects Brad D. Smith to Board of Directors

n e w s r e l e a s e Exhibit 99.1 FOR MORE INFORMATION, CONTACT Lisa Stoner Investor Relations Humana Inc. 502-580-2652 [email protected] or Mark Taylor Corporate Communications Humana Inc. 317-753-0345 [email protected] Humana Elects Brad D. Smith to Board of Directors LOUISVILLE, Ky. ? September 15, 2022 ? Humana Inc. (NYSE: HUM) announced today that Brad D. Smith, former Executive Chairm

September 15, 2022 8-K

Regulation FD Disclosure, Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

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): September 15, 2022 (September 12, 2022) Humana Inc.

September 15, 2022 EX-99.2

Humana Introduces Mid-Term Adjusted EPS Target of $37 in 2025 and Raises Full Year 2022 Adjusted EPS Financial Guidance to ‘approximately $25’ at Investor Day

n e w s r e l e a s e Exhibit 99.2 Humana Inc. 500 West Main Street P.O. Box 1438 Louisville, KY 40201-1438 http://www.humana.com FOR MORE INFORMATION CONTACT Lisa Stoner Humana Investor Relations (502) 580-2652 e-mail: [email protected] Mark Taylor Humana Corporate Communications (317) 753-0345 e-mail: [email protected] Humana Introduces Mid-Term Adjusted EPS Target of $37 in 2025 and Raise

July 27, 2022 8-K

Regulation FD Disclosure, Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits, Results of Operations and Financial Condition

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): July 27, 2022 (July 25, 2022) Humana Inc.

July 27, 2022 EX-99.1

Humana Reports Second Quarter 2022 Financial Results; Raises Full Year 2022 Adjusted EPS Financial Guidance

n e w s r e l e a s e Exhibit 99.1 Humana Inc. 500 West Main Street P.O. Box 1438 Louisville, KY 40202 http://www.humana.com FOR MORE INFORMATION CONTACT: Lisa Stoner Humana Investor Relations (502) 580-2652 e-mail: [email protected] Mark Taylor Humana Corporate Communications (317) 753-0345 e-mail: [email protected] Humana Reports Second Quarter 2022 Financial Results; Raises Full Year 2022

July 27, 2022 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2022 ☐ TRANSITION REPORT PURSUANT TO

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2022 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 1-5975 HUMAN

July 27, 2022 EX-99.2

Humana Reports Second Quarter 2022 Financial Results; Raises Full Year 2022 Adjusted EPS Financial Guidance

n e w s r e l e a s e Exhibit 99.2 Humana Inc. 500 West Main Street P.O. Box 1438 Louisville, KY 40202 http://www.humana.com FOR MORE INFORMATION CONTACT: Lisa Stoner Humana Investor Relations (502) 580-2652 e-mail: [email protected] Mark Taylor Humana Corporate Communications (317) 753-0345 e-mail: [email protected] Humana Reports Second Quarter 2022 Financial Results; Raises Full Year 2022

July 27, 2022 EX-10.2

TRANSITION & SEPARATION AGREEMENT

EXECUTION VERSION TRANSITION & SEPARATION AGREEMENT This Transition & Separation Agreement (the ?Agreement?) sets forth the understanding between you, Timothy Alan Wheatley, and Humana Inc.

July 7, 2022 144

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 144 NOTICE OF PROPOSED SALE OF SECURITIES PURSUANT TO RULE 144 UNDER THE SECURITIES ACT OF 1933

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 144 NOTICE OF PROPOSED SALE OF SECURITIES PURSUANT TO RULE 144 UNDER THE SECURITIES ACT OF 1933 ATTENTION: Transmit for filing 3 copies of this form concurrently with either placing an order with a broker to execute sale or executing a sale directly with a market maker. OMB APPROVAL OMB Number: 3235-0101 Expires: December

June 21, 2022 8-K

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

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): June 21, 2022 (June 16, 2022) Humana Inc.

June 15, 2022 11-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 11- K FOR ANNUAL REPORTS OF EMPLOYEE STOCK PURCHASE, SAVINGS AND SIMILAR PLANS PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 11- K FOR ANNUAL REPORTS OF EMPLOYEE STOCK PURCHASE, SAVINGS AND SIMILAR PLANS PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 (Mark One) x ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Fiscal Year Ended December 31, 2021 OR ? TRANSITION REPORT PURSUANT TO SECTION

June 15, 2022 11-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 11- K FOR ANNUAL REPORTS OF EMPLOYEE STOCK PURCHASE, SAVINGS AND SIMILAR PLANS PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 11- K FOR ANNUAL REPORTS OF EMPLOYEE STOCK PURCHASE, SAVINGS AND SIMILAR PLANS PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 (Mark One) x ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Fiscal Year Ended December 31, 2021 OR ? TRANSITION REPORT PURSUANT TO SECTION

June 10, 2022 144

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 144 NOTICE OF PROPOSED SALE OF SECURITIES PURSUANT TO RULE 144 UNDER THE SECURITIES ACT OF 1933

144 1 coxform144202206101.htm 144 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 144 NOTICE OF PROPOSED SALE OF SECURITIES PURSUANT TO RULE 144 UNDER THE SECURITIES ACT OF 1933 ATTENTION: Transmit for filing 3 copies of this form concurrently with either placing an order with a broker to execute sale or executing a sale directly with a market maker. OMB APPROVAL OMB N

June 3, 2022 8-K

Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

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): June 3, 2022 (June 3, 2022) Humana Inc.

June 3, 2022 EX-10.1

364-Day $1.5 Billion Revolving Credit Agreement, dated as of June 3, 2022, among Humana Inc., and JPMorgan Chase Bank, N.A. as Agent and as CAF Loan Agent, Bank of America, N.A. as Syndication Agent, Citibank, N.A., Goldman Sachs Bank USA, PNC Capital Markets LLC, U.S. Bank National Association and Wells Fargo Securities, LLC, as Documentation Agents, and JPMorgan Chase Bank, N.A., BofA Securities, Inc., Goldman Sachs Bank USA, Citibank, N.A., PNC Capital Markets LLC, U.S. Bank National Association and Wells Fargo Securities, LLC, as Joint-Lead Arrangers and Joint Bookrunners.

Exhibit 10.1 Execution Version 364-DAY REVOLVING CREDIT AGREEMENT Dated as of June 3, 2022 among HUMANA INC., THE SEVERAL BANKS AND OTHER FINANCIAL INSTITUTIONS FROM TIME TO TIME PARTIES HERETO, and JPMORGAN CHASE BANK, N.A., as Agent and as CAF Loan Agent, BANK OF AMERICA, N.A., as Syndication Agent, CITIBANK, N.A., GOLDMAN SACHS BANK USA, PNC CAPITAL MARKETS LLC, U.S. BANK, NATIONAL ASSOCIATION

June 2, 2022 144

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 144 NOTICE OF PROPOSED SALE OF SECURITIES PURSUANT TO RULE 144 UNDER THE SECURITIES ACT OF 1933

144 1 petersonform14420220601.htm 144 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 144 NOTICE OF PROPOSED SALE OF SECURITIES PURSUANT TO RULE 144 UNDER THE SECURITIES ACT OF 1933 ATTENTION: Transmit for filing 3 copies of this form concurrently with either placing an order with a broker to execute sale or executing a sale directly with a market maker. OMB APPROVAL O

June 1, 2022 8-K

Regulation FD Disclosure

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): June 1, 2022 (June 1, 2022) Humana Inc.

May 3, 2022 144

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 144 NOTICE OF PROPOSED SALE OF SECURITIES PURSUANT TO RULE 144 UNDER THE SECURITIES ACT OF 1933

144 1 deshpandeform14420220503.htm 144 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 144 NOTICE OF PROPOSED SALE OF SECURITIES PURSUANT TO RULE 144 UNDER THE SECURITIES ACT OF 1933 ATTENTION: Transmit for filing 3 copies of this form concurrently with either placing an order with a broker to execute sale or executing a sale directly with a market maker. OMB APPROVAL

April 28, 2022 EX-FILING FEES

Filing Fee Table

Exhibit 107 Calculation of Filing Fee Tables Form S-8 (Form Type) Humana Inc. (Exact Name of Registrant as Specified in its Charter) Newly Registered Securities Security Type Security Class Title Fee Calculation Rule Amount Registered(1) Proposed Maximum Offering Price Per Unit(2) Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee Equity Common Stock, par value $0.16 2/3 per shar

April 28, 2022 S-8

As filed with the Securities and Exchange Commission on April 28, 2022

As filed with the Securities and Exchange Commission on April 28, 2022 Registration No.

April 28, 2022 EX-99.1

Humana Retirement and Savings Plan (as amended)

Table of Contents Exhibit 99.1 HUMANA RETIREMENT SAVINGS PLAN Amended and Restated Effective January 1, 2022 Table of Contents TABLE OF CONTENTS Page ARTICLE 1 ? PURPOSES, NAME AND EFFECTIVE DATE 1 1.1 Purposes of Plan 1 1.2 Sponsoring Employer and Name of Plan 1 1.3 Effective Date of Restatement 2 1.4 Defined Terms 2 1.5 Rights of Former Participants 2 1.6 Plan Information 2 ARTICLE 2 ? ELIGIBILI

April 28, 2022 144

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 144 NOTICE OF PROPOSED SALE OF SECURITIES PURSUANT TO RULE 144 UNDER THE SECURITIES ACT OF 1933

144 1 huvalform144202204281.htm 144 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 144 NOTICE OF PROPOSED SALE OF SECURITIES PURSUANT TO RULE 144 UNDER THE SECURITIES ACT OF 1933 ATTENTION: Transmit for filing 3 copies of this form concurrently with either placing an order with a broker to execute sale or executing a sale directly with a market maker. OMB APPROVAL OMB

April 28, 2022 144

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 144 NOTICE OF PROPOSED SALE OF SECURITIES PURSUANT TO RULE 144 UNDER THE SECURITIES ACT OF 1933

144 1 flemingform14420220428.htm 144 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 144 NOTICE OF PROPOSED SALE OF SECURITIES PURSUANT TO RULE 144 UNDER THE SECURITIES ACT OF 1933 ATTENTION: Transmit for filing 3 copies of this form concurrently with either placing an order with a broker to execute sale or executing a sale directly with a market maker. OMB APPROVAL OM

April 27, 2022 EX-99.1

Humana Reports First Quarter 2022 Financial Results; Raises Full Year 2022 Adjusted EPS Financial Guidance

n e w s r e l e a s e Exhibit 99.1 Humana Inc. 500 West Main Street P.O. Box 1438 Louisville, KY 40202 http://www.humana.com FOR MORE INFORMATION CONTACT: Lisa Stoner Humana Investor Relations (502) 580-2652 e-mail: [email protected] Mark Taylor Humana Corporate Communications (317) 753-0345 e-mail: [email protected] Humana Reports First Quarter 2022 Financial Results; Raises Full Year 2022

April 27, 2022 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2022 ☐ TRANSITION REPORT PURSUANT TO

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2022 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 1-5975 HUMA

April 27, 2022 EX-99.2

Humana Reports First Quarter 2022 Financial Results; Raises Full Year 2022 Adjusted EPS Financial Guidance

n e w s r e l e a s e Exhibit 99.2 Humana Inc. 500 West Main Street P.O. Box 1438 Louisville, KY 40202 http://www.humana.com FOR MORE INFORMATION CONTACT: Lisa Stoner Humana Investor Relations (502) 580-2652 e-mail: [email protected] Mark Taylor Humana Corporate Communications (317) 753-0345 e-mail: [email protected] Humana Reports First Quarter 2022 Financial Results; Raises Full Year 2022

April 27, 2022 8-K

Regulation FD Disclosure, Financial Statements and Exhibits, Results of Operations and Financial Condition

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 27, 2022 (April 27, 2022) Humana Inc.

April 25, 2022 8-K

Submission of Matters to a Vote of Security Holders

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 25, 2022 (April 21, 2022) Humana Inc.

April 21, 2022 8-K

Regulation FD Disclosure, Financial Statements and Exhibits

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 21, 2022 (April 21, 2022) Humana Inc.

April 21, 2022 EX-99.1

n e w s r e l e a s e

EX-99.1 2 d330407dex991.htm EX-99.1 Exhibit 99.1 n e w s r e l e a s e FOR MORE INFORMATION CONTACT: Investors: Lisa Stoner—Humana Investor Relations; (502) 580-2652; [email protected] Media: Mark Taylor—Humana Corporate Communications; (317) 753-0345; [email protected] Jon Selib- Clayton, Dubilier & Rice; (212)-407-6035; [email protected] Humana Announces Agreement to Divest Majority Inter

March 23, 2022 EX-4.2

Twenty-First Supplemental Indenture, dated March 23, 2022, between the Company and The Bank of New York Mellon Trust Company, N.A., as trustee.

Exhibit 4.2 HUMANA INC., Issuer THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., Trustee TWENTY-FIRST SUPPLEMENTAL INDENTURE Dated as of March 23, 2022 3.700% Senior Notes due 2029 Supplemental to Indenture dated as of August 5, 2003 THIS TWENTY-FIRST SUPPLEMENTAL INDENTURE (the ?Twenty-First Supplemental Indenture?) is made the 23rd day of March, 2022, between HUMANA INC., a corporation duly inco

March 23, 2022 EX-4.3

Form of 3.700% Senior Notes due 2029.

Exhibit 4.3 HUMANA INC. 3.700% Senior Notes due 2029 PRINCIPAL AMOUNT REGISTERED $[ ] CUSIP No.: 444859 BT8 ISIN No.: US444859BT81 No. [ ] THIS NOTE IS A GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITARY OR A NOMINEE THEREOF. UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR NOTES IN CERTIFICATED FORM, THIS NOTE MAY NOT

March 23, 2022 EX-99.1

Humana Completes Aggregate $750 Million Debt Offering

Exhibit 99.1 news release Humana Inc. 500 West Main Street P.O. Box 1438 Louisville, KY 40202 FOR MORE INFORMATION CONTACT: Lisa Stoner Investor Relations Humana Inc. 502-580-2652 e-mail: [email protected] Mark Taylor Corporate Communications Humana Inc. 317-753-0345 e-mail: [email protected] Humana Completes Aggregate $750 Million Debt Offering Louisville, KY - March 23, 2022 - Humana Inc.

March 23, 2022 8-K

Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant, Other Events

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): March 23, 2022 ( March 23, 2022 ) Humana Inc.

March 22, 2022 EX-1.1

Underwriting Agreement, dated March 21, 2022, among the Company, Citigroup Global Markets Inc. and Morgan Stanley & Co. LLC, as representatives of the several underwriters.

EX-1.1 2 d297975dex11.htm EX-1.1 Exhibit 1.1 $750,000,000 HUMANA INC. 3.700% Senior Notes due 2029 UNDERWRITING AGREEMENT March 21, 2022 CITIGROUP GLOBAL MARKETS INC. MORGAN STANLEY & CO. LLC As Representatives of the several Underwriters named in Schedule 1 c/o Citigroup Global Markets Inc. 388 Greenwich Street New York, New York 10013 c/o Morgan Stanley & Co. LLC 1585 Broadway New York, New York

March 22, 2022 EX-FILING FEES

EX-FILING FEES Calculation of Filing Fee Table (Form Type) Humana, Inc. (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered Securities Security Type Security Class Title Fee Calculation Rule Amount Registered Proposed Max

EX-FILING FEES Calculation of Filing Fee Table 424(b)(5)(1) (Form Type) Humana, Inc.

March 22, 2022 FWP

HUMANA INC. 3.700% Senior Notes due 2029 March 21, 2022 Pricing Term Sheet Issuer: Humana Inc. Ratings*: Baa3 (Moody’s)/BBB+ (S&P)/BBB (Fitch) Trade Date: March 21, 2022 Settlement Date: (T+2) March 23, 2022 Joint Book-Running Managers: Citigroup Glo

Filed Pursuant to Rule 433 Registration Statement No. 333-254041 HUMANA INC. 3.700% Senior Notes due 2029 March 21, 2022 Pricing Term Sheet Issuer: Humana Inc. Ratings*: Baa3 (Moody?s)/BBB+ (S&P)/BBB (Fitch) Trade Date: March 21, 2022 Settlement Date: (T+2) March 23, 2022 Joint Book-Running Managers: Citigroup Global Markets Inc. Morgan Stanley & Co. LLC BofA Securities, Inc. J.P. Morgan Securitie

March 22, 2022 8-K

Entry into a Material Definitive Agreement, Financial Statements and Exhibits

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): March 22, 2022 (March 21, 2022) Humana Inc.

March 22, 2022 EX-99.1

Humana Prices $750 Million Debt Offering

Exhibit 99.1 news release Humana Inc. 500 West Main Street P.O. Box 1438 Louisville, KY 40202 FOR MORE INFORMATION CONTACT: Lisa Stoner Investor Relations Humana Inc. 502-580-2652 e-mail: [email protected] Mark Taylor Corporate Communications Humana Inc. 317-753-0345 e-mail: [email protected] Humana Prices $750 Million Debt Offering Louisville, KY?March 21, 2022?Humana Inc. (the ?company?) (

March 22, 2022 424B5

$750,000,000 Humana Inc. 3.700% Senior Notes due 2029

Table of Contents Filed pursuant to Rule 424(b)(5) Registration No. 333-254041 Prospectus Supplement March 21, 2022 (To Prospectus dated March 9, 2021) $750,000,000 Humana Inc. 3.700% Senior Notes due 2029 The notes will bear interest at 3.700% per year. Interest on the notes is payable on March 23 and September 23 of each year, beginning on September 23, 2022. The notes will mature on March 23, 2

March 21, 2022 424B5

SUBJECT TO COMPLETION PRELIMINARY PROSPECTUS SUPPLEMENT DATED MARCH 21, 2022

Table of Contents Filed pursuant to Rule 424(b)(5) Registration No. 333-254041 The information in this preliminary prospectus supplement and the accompanying prospectus is not complete and may be changed. This preliminary prospectus supplement and the accompanying prospectus are not an offer to sell these securities and they are not soliciting an offer to buy these securities in any jurisdiction w

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