Humana (HUM) 10-K risk factor changes: FY2025 vs FY2024

In addition, other companies may enter our markets in the future, including emerging competitors in the Medicare [removed: program] or [removed: competitors] [added: Medicaid programs or] in the delivery of health care services.

Our future performance depends in large part upon our ability to execute our strategy, including opportunities created by the expansion of our Medicare programs, our strategy with respect to state-based contracts, including those covering members dually eligible for the Medicare and Medicaid programs, the growth of our [removed: pharmacy,][added: pharmacy]

[added: solutions,] primary care, and home solutions businesses, and the successful implementation of our integrated care delivery model.

The number of our Medicare Advantage plans rated 4-star or higher [removed: will] significantly [removed: decline] [added: declined] in 2025.

Based on 2025 Medicare Advantage Star Ratings released by CMS in October 2024, [removed: approximately 25%] [added: we have experienced a significant decline in the number] of our Medicare Advantage members [removed: are currently] enrolled in plans rated 4-star or higher for [removed: 2025, as compared to 94% based on our 2024 Star Ratings.][added: 2025.]

If we fail to properly maintain the integrity of our data, to strategically maintain existing or implement new information [removed: systems,] [added: systems (including systems powered by] or [added: incorporating AI/ML), or] to protect our proprietary rights to our systems, our business may be materially adversely affected.

These systems require an ongoing commitment of significant resources to maintain, protect, and enhance existing systems and develop and integrate new systems, including systems powered by or incorporating artificial intelligence and machine learning (including generative AI) (AI/ML), to keep pace with continuing changes in information processing technology, evolving industry and regulatory standards, and changing customer preferences, and even with such resources there is no assurance that we will be [added: able to do so.]

Although the impact of such attacks has not been material to our operations or results of operations, financial position, or cash flow through December 31, [removed: 2024,] [added: 2025,] we can provide no assurance that we will be able to detect, prevent, or contain the effects of such cybersecurity attacks or other information security risks or threats, or that such an attack will not be material to our business, in the future.

[removed: A cybersecurity attack that bypasses our information technology systems,] or the security of our third-party service providers, could materially affect us due to the theft, destruction, loss, misappropriation or release of [added: sensitive personal information,] confidential information or [added: proprietary information (including] intellectual [removed: property,] [added: property),] operational or business delays resulting from the disruption of our IT systems, extortion attempts, or negative publicity resulting in reputation or brand damage with our members, customers, providers, and other stakeholders.

In addition, breaches of our security measures or the security measures of third-party service providers, and the unauthorized dissemination of protected personal information or proprietary or confidential information about us or our customers or other [removed: third-parties,] [added: third parties,] can expose our associates' or customers’ private information and result in the risk of financial or medical identity theft, or expose us or other [removed: third-parties] [added: third parties] to a risk of loss or misuse of this information, result in significant regulatory fines or penalties, litigation and potential liability for us, damage our brand and reputation, or otherwise harm our business.

[removed: These factors may materially adversely affect our ability to market our products or services, may require us to change our products or] services or otherwise change our business practices, may increase the regulatory burdens under which we operate, and may require us to pay large judgments or fines.

These programs accounted for approximately [removed: 94%] [added: 93%] of our total premiums and services revenue for the year ended December 31, [removed: 2024.][added: 2025.]

- At December 31, [removed: 2024,] [added: 2025,] under our contracts with CMS we provided health insurance coverage to approximately [removed: 924,800] [added: 1.0 million] individual Medicare Advantage members in Florida.

These contracts accounted for approximately 14% of our total premiums and services revenue for the year ended December 31, [removed: 2024.][added: 2025.]

The loss of these and other CMS contracts (which are generally renewed annually) or significant changes in the Medicare Advantage and Prescription Drug Plan programs as a result of legislative or regulatory action, including changes to the Part D prescription drug benefit design (such as the changes to plan sponsor liability across the different Part D coverage phases that [removed: will] [added: began to] apply [removed: beginning] in plan year 2025) or reductions in premium payments to us or increases in member benefits or changes to member eligibility criteria without corresponding increases in premium payments to us, may have a material adverse effect on our results of operations, financial position, and cash flows.

- CMS uses a risk-adjustment model [removed: which] [added: that] adjusts premiums paid to Medicare Advantage, or MA, plans according to health status of covered members.

[added: In addition, we] conduct medical record reviews as part of our data and payment accuracy compliance efforts, to more accurately reflect diagnosis conditions under the risk adjustment model.

In 2012, CMS released an MA contract-level RADV methodology that would extrapolate the results of each CMS RADV audit sample to the audited MA contract’s entire health status-related risk adjusted [removed: premium amount for the year under audit.]

In doing so, CMS recognized “that the documentation standard used in RADV audits to determine a contract’s payment error (medical records) is different from the documentation standard used to develop the Part C risk-adjustment model (FFS claims).” To correct for this difference, CMS stated that it would apply a “Fee-for-Service Adjuster (FFS Adjuster)” as “an offset to the preliminary recovery amount.” This adjuster would be “calculated by CMS based on a RADV-like review of records submitted to support FFS claims data.” CMS stated that this methodology would apply to audits beginning with [removed: PY] [added: payment year (PY)] 2011.

CMS proposed [added: (the "Proposed RADV Rule")] applying its revised methodology, including extrapolated recoveries without application of a FFS Adjuster, to RADV audits dating back to PY 2011.

Humana’s actuarially certified bids through PY [removed: 2023] [added: 2026] preserved Humana’s position that CMS should apply an FFS Adjuster in any RADV audit that CMS intends to extrapolate.

The Final RADV Rule, including the lack of a FFS Adjuster, and any related regulatory, industry or company reactions, [added: the expansion of CMS's auditing efforts to include all eligible MA contracts, the acceleration of RADV audits for PY 2018 through PY 2024, other changes CMS may make to the RADV audit methodology for these years, and combination of these expanded auditing efforts with the application of the Final RADV Rule,] could [added: each] have a material adverse effect on our results of operations, financial position, or cash flows.

It is critical that MA plans are paid accurately and that payment model principles, including the application of a FFS Adjuster, are in accordance with [removed: the requirements of the]

[added: the requirements of the] Social Security Act, which, if not implemented correctly could have a material adverse effect on our results of operations, financial position, or cash flows.

This concentration of revenues subjects these businesses to reductions in Medicare [removed: reimbursement rates or changes in the rules governing the Medicare program, including changes to]

[added: reimbursement rates or changes in the rules governing the Medicare program, including changes to] CMS’s risk adjustment model that may apply to our primary care business through its contracts with third-party payors.

It is reasonably possible that these laws and regulations, as well as other current or future legislative, judicial or regulatory changes, including restrictions on our ability to manage our provider network, market and sell our products, or otherwise operate our business, or restrictions on profitability, [removed: including reviews by regulatory bodies that may compare our Medicare Advantage business profitability to our non-Medicare Advantage business profitability, or compare the profitability of various products within our Medicare Advantage business, and require that they remain within certain ranges of each other,] increases in member benefits or changes to member eligibility criteria without corresponding increases in premium payments to us, further restrictions on service arrangements and fee payments between intercompany or vertically-integrated assets, increases in regulation of our prescription drug benefit businesses, or changes to the Part D prescription drug benefit design (and uncertainty arising from the implementation of these changes) may have a material adverse effect on our results of operations (including [added: restricting revenue, enrollment and premium growth in certain products and market segments, restricting our ability to expand into new markets, increasing our medical and operating costs, further lowering our]

[removed: restricting revenue, enrollment and premium growth in certain products and market segments, restricting our ability to expand into new markets, increasing our medical and operating costs, further lowering our] Medicare payment rates and increasing our expenses associated with assessments); our financial position (including our ability to maintain the value of our goodwill); and our cash flows.

We believe that our health services operations comply with applicable state [added: statutes regarding corporate practice of medicine, fee-splitting, and similar issues.]

However, any enforcement actions by governmental officials alleging non-compliance with these statutes, which could subject us to penalties or [removed: restructuring or reorganization of our business, may result in a material adverse effect on our results of operations, financial position, or cash flows.]

Laws in each of the states [removed: (and Puerto Rico)] in which we operate our HMOs, PPOs and other health insurance-related services regulate our operations including: capital adequacy and other licensing requirements, policy language describing benefits, mandated benefits and processes, entry, withdrawal or re-entry into a state or market, rate increases, delivery systems, utilization review procedures, quality assurance, complaint systems, enrollment requirements, claim payments, marketing, and advertising.

[removed: To the extent laws in these CON states change,] including the elimination of the CON requirement, the intangible value associated with these CONs may be impaired.

There can be no assurance that providers with whom we contract will properly manage the costs of services, maintain financial solvency or avoid disputes with [added: other providers.]

Our pharmacy [added: solutions] business is highly competitive and subjects us to regulations and distribution and supply chain risks in addition to those we face with our core health benefits businesses.

Our pharmacy [added: solutions] business also subjects us to extensive federal, state, and local regulation.

[removed: We are also subject to risks inherent in the packaging and distribution of pharmaceuticals and] other [removed: health care products, including the application of state laws and regulations related to the operation of internet and mail-order pharmacies, violations of which could expose us to civil and criminal penalties, and manufacturing, distribution or other] supply chain disruptions (including disruptions that occur as a result of catastrophes, including acts of terrorism, public health emergencies, epidemics or pandemics (such as COVID-19), or natural disasters (such as hurricanes and earthquakes) which could occur more frequently or with more intense effects as a result of the impacts of global climate change), each of which could impact the availability or cost of supplying of such products.

Each of the rating agencies reviews its ratings periodically and there can be no assurance that current [added: ratings will be maintained in the future.]

[removed: In] addition, our credit ratings impact our ability to obtain future borrowings and investment capital on favorable terms.

In addition, changes to laws, regulations and guidance regarding how we may use AI/ML could make

it harder for us to conduct our business using AI/ML, require us to retrain our AI/ML, delete data produced by our AI/ML, or prevent or limit our use of AI/ML.

Our use of AI/ML technologies could also result in additional compliance costs, regulatory investigations, actions, fines or penalties, and consumer or other lawsuits.

For example, in February 2024, Change Healthcare experienced a significant cybersecurity incident that disrupted its ability to provide services, impacting payers, providers and pharmacies nationwide, including us.

A cybersecurity attack that bypasses our information technology systems,

These factors may materially adversely affect our ability to market our products or services, may require us to change our products or

premium amount for the year under audit.

Further, on May 21, 2025, CMS announced that it will conduct RADV audits for all eligible MA contracts for each payment year in all newly initiated audits and expedite the completion of RADV audits for PY 2018 through PY 2024 by early 2026.

On September 25, 2025, the Court granted our motion for summary judgment and vacated the Final RADV Rule, finding that the Final RADV Rule was procedurally invalid under the APA because it was not a “logical outgrowth” of the Proposed RADV Rule.

On November 21, 2025, the government notified the court of its appeal of that decision, which is now pending at the United States Court of Appeals for the Fifth Circuit and captioned Humana v Kennedy.

There can be no assurances as to the final disposition of this lawsuit.

restructuring or reorganization of our business, may result in a material adverse effect on our results of operations, financial position, or cash flows.

To the extent laws in these CON states change,

We are also subject to risks inherent in the packaging and distribution of pharmaceuticals and other health care products, including the application of state laws and regulations related to the operation of internet and mail-order pharmacies, violations of which could expose us to civil and criminal penalties, and manufacturing, distribution or

In

able to do so.

- Our military services business, which accounted for approximately 1% of our total premiums and services revenue for the year ended December 31, 2024, primarily consisted of the TRICARE T2017 East Region contract.

We delivered services under the T2017 East Region contract from commencement on January 1, 2018 through expiration on December 31, 2024.

The T2017 East Region contract comprised 32 states and approximately 6 million TRICARE beneficiaries.

In December 2022, we were awarded the next generation of TRICARE Managed Care Support Contracts, or T-5, for the updated TRICARE East Region by the Defense Health Agency of the DoD.

The T-5 East Region contract commenced on January 1, 2025 and comprises 24 states, and Washington D.C., and approximately 4.6 million beneficiaries.

The transition period for the T-5 contract began in January 2024 and overlapped the final year of the T2017 contract.

The length of the contract is one transition year followed by eight annual option periods, which, if all options are exercised, would result in a total contract length of nine years.

In addition, we

statutes regarding corporate practice of medicine, fee-splitting, and similar issues.

other providers.

ratings will be maintained in the future.

*For discussion of [removed: 2022] [added: 2023] items and year-over-year comparisons between [removed: 2023] [added: 2024] and [removed: 2022] [added: 2023] that are not included in this [removed: 2024] [added: 2025] Form 10-K, refer to "Item 7.

– Management Discussion and Analysis of Financial Condition and Results of Operations" found in our Form 10-K for the year ended December 31, [removed: 2023,] [added: 2024,] that was filed with the Securities and Exchange Commission on February [removed: 15, 2024.*][added: 20, 2025.*]

These efforts are leading to a better quality of life for [removed: people with Medicare, Medicaid,] [added: Medicare and Medicaid participants,] families, individuals, military service personnel, and communities at large.

[removed: In February 2023,] [added: During 2025,] we [removed: announced] [added: finalized] our [removed: planned] exit from the Employer Group Commercial Medical Products business, which [removed: includes] [added: included] all fully insured, self-funded and Federal Employee Health Benefit medical plans, as well as associated wellness and rewards programs.

No other Humana health plan offerings [removed: are] [added: were] materially affected.

In order to create capacity to fund growth [removed: and investment] in our [removed: Medicare Advantage business and further expansion of our healthcare services capabilities beginning in 2022,] [added: businesses,] we committed to drive additional value for the enterprise through cost [removed: saving, productivity initiatives,] [added: saving] and [removed: value acceleration from previous investments.][added: productivity initiatives.]

As a result of these initiatives, we recorded charges of [added: $449 million,] $281 million and $436 million in [added: 2025,] 2024 and 2023, respectively, primarily within operating costs in the consolidated statements of income.

The value creation initiative charges primarily relate to [removed: $256] [added: $329 million, $25] million and [removed: $237] [added: $199] million in [removed: asset impairments] [added: severance and other employee related charges] in [added: connection with workforce optimization in 2025,] 2024 and 2023, respectively, as well as [removed: $25] [added: $40 million, $256] million and [removed: $199] [added: $237] million in [removed: severance charges in connection with workforce optimization] [added: asset impairments] in [added: 2025,] 2024 and 2023, respectively.

In addition, we recorded impairment charges of [removed: $200] [added: $253] million, [removed: relating to indefinite-lived intangible assets, in 2024] [added: $200 million] and $91 [removed: million, including $55] million [removed: relating to indefinite-lived intangible assets,] in [removed: 2023.][added: 2025, 2024 and 2023, respectively.]

The [removed: indefinite-lived intangible asset] [added: remaining] impairment charges were included within [removed: operating costs] [added: investment income] in our consolidated statements of [removed: income with the remaining impairment charges included within investment] income.

[removed: Further,] [added: In addition to the value creation initiatives,] we [added: also] recorded severance charges of $70 million in 2023 within operating costs in our consolidated statement of income as a result of our exit from the Employer Group Commercial Medical Products business.

This segment also includes products consisting of [removed: employer group commercial fully-insured medical and] specialty health insurance benefits marketed to individuals and employer groups, including dental, vision, and other supplemental health [removed: benefits, as well as administrative services only, or ASO.][added: benefits.]

In addition, our Insurance segment includes our Military services business, primarily our [removed: T-2017] [added: T-5] East Region contract, as well as the operations of our PBM business.

The CenterWell segment includes our [removed: pharmacy,] [added: pharmacy solutions,] primary care, and home solutions operations.

Transactions between reportable segments primarily consist of sales of products and services rendered by our CenterWell segment, primarily [removed: pharmacy,] [added: pharmacy solutions,] primary care, and home solutions, to our Insurance segment customers.

Our quarterly Insurance segment earnings and operating cash flows are impacted by the Medicare Part D benefit design and changes in the composition of our [added: stand-alone prescription drug plan, or PDP,] membership.

[added: The Medicare] Part D benefit design results in coverage that varies as a member’s cumulative out-of-pocket costs pass through successive stages of a member’s plan period, which begins annually on January 1 for renewals.

- Our strategy [removed: offers] [added: is to offer] our members affordable health care combined with a positive consumer experience in growing markets.

At December 31, [removed: 2024,] [added: 2025,] approximately [removed: 3,994,300] [added: 3,586,100] members, or [removed: 71%,] [added: 68%,] of our individual Medicare Advantage members were in value-based relationships under our integrated care delivery model, as compared to [removed: 3,764,300] [added: 3,994,300] members, or [removed: 70%,] [added: 71%,] at December 31, [removed: 2023.][added: 2024.]

- Net income attributable to Humana was $1.2 billion, or [removed: $9.98] [added: $9.84] per diluted common share, and [removed: $2.5] [added: $1.2] billion, or [removed: $20.00] [added: $9.98] per diluted common share, in [removed: 2024] [added: 2025] and [removed: 2023,] [added: 2024,] respectively.

This comparison was significantly impacted by put/call valuation adjustments associated with non-consolidating minority interest investments, charges associated with value creation initiatives, [removed: transaction and integration costs,] impairment [removed: charges] [added: charges, loss on sale of business] and [removed: an accrual related to] [added: settlement of] certain [removed: anticipated] litigation expenses.

The impact of these adjustments to our consolidated income before income taxes and equity in net earnings and diluted earnings per common share was as follows for the [removed: 2024] [added: 2025] and [removed: 2023] [added: 2024] periods:

| | | | [added: 2025 | | | | | |] 2024 | | | | | | 2023 | | |

| Put/call valuation adjustments associated with our non-consolidating minority interest investments | | | $ | [removed: 296] [added: 513] | | | | | $ | [removed: 320] [added: 296] | |

| Value creation initiatives | | | [removed: 281] [added: 449] | | | | | | [removed: 436] [added: 281] | | |

| Impairment charges | | | [removed: 200] [added: 253] | | | | | | [removed: 91] [added: 200] | | |

| Total | | | $ | [removed: 777] [added: 1,297] | | | | | $ | [removed: 904] [added: 777] | |

| Put/call valuation adjustments associated with our non-consolidating minority interest investments | | | $ | [removed: 2.45] [added: 4.25] | | | | | $ | [removed: 2.57] [added: 2.45] | |

| Value creation initiatives | | | [removed: 2.33] [added: 3.72] | | | | | | [removed: 3.50] [added: 2.33] | | |

| Impairment charges | | | [removed: 1.65] [added: 2.09] | | | | | | [removed: 0.73] [added: 1.65] | | |

| [removed: Net] [added: Cumulative net] tax impact [removed: of transactions] | | | [removed: (1.50)] [added: (3.36)] | | | | | | [removed: (1.67)] [added: (1.50)] | | |

| Total | | | $ | [removed: 4.93] [added: 7.38] | | | | | $ | [removed: 5.59] [added: 4.93] | |

It is reasonably possible that these laws and regulations, as well as other current or future legislative, judicial or regulatory changes including restrictions on our ability to manage our provider network, manage and sell our products, or otherwise operate our business, or restrictions on profitability, including reviews by regulatory bodies that may compare our Medicare Advantage profitability to our non-Medicare Advantage business profitability, or compare the profitability of various products within our Medicare Advantage business, and require that they remain within certain ranges of each other, increases in member benefits or changes to member eligibility criteria without corresponding increases in premium payments to us, further restrictions on service arrangements and fee payments between intercompany or vertically-integrated assets, increases in regulation of our prescription drug benefit businesses, [added: reductions in reimbursement rates,] or changes to the Part D prescription drug benefit design (and uncertainty arising from the implementation of these changes) in the aggregate may have a material adverse effect on our results of operations (including restricting revenue, enrollment and premium growth in certain products and market segments, restricting our ability to expand into new markets, increasing our medical and operating costs, further lowering our Medicare payment rates and increasing our expenses associated with assessments); our financial position (including our ability to maintain the value of our goodwill); and our cash flows.

Transactions between reportable segments primarily consist of sales of products and services rendered by our CenterWell segment, primarily [removed: pharmacy,] [added: pharmacy solutions,] primary care, and home solutions, to our Insurance segment customers and are described in Note 18 to the audited Consolidated Financial Statements included in Part II, Item 8, "Financial Statements and Supplementary Data" of this Form 10-K.

Comparison of Results of Operations for [removed: 2024] [added: 2025] and [removed: 2023][added: 2024]

The following discussion primarily details our results of operations for the year ended December 31, [removed: 2024,] [added: 2025,] or the [removed: 2024] [added: 2025] period, and the year ended December 31, [removed: 2023,] [added: 2024,] or the [removed: 2023] [added: 2024] period.

| | | | [removed: 2024] [added: 2025] | | | | | | [removed: 2023] [added: 2024] | | | | | | Dollars | | | | | | Percentage | | |

| Total services revenue | | | [removed: 4,431] [added: 5,833] | | | | | | [removed: 4,033] [added: 4,431] | | | | | | [removed: 398] [added: 1,402] | | | | | | [removed: 9.9] [added: 31.6] | | % |

| Depreciation and amortization | | | [removed: 839] [added: 698] | | | | | | [removed: 779] [added: 839] | | | | | | [removed: 60] [added: (141)] | | | | | | [removed: 7.7] [added: (16.8)] | | % |

| Income from operations | | | [removed: 2,562] [added: 2,704] | | | | | | [removed: 4,013] [added: 2,562] | | | | | | [removed: (1,451)] [added: 142] | | | | | | [removed: (36.2)] [added: 5.5] | | % |

In addition, in response to sustained macroeconomic, regulatory and competitive pressures impacting the industry, we initiated a substantial multi-year transformation program designed to re-align our cost structure, operating model and technology footprint with evolving market conditions.

We expect to incur additional charges over the course of the program.

The remainder of the 2025 charges primarily relate to external consulting spend.

The impairment charges included impairment of indefinite-lived intangible assets for $128 million, $200 million and $55 million in 2025, 2024 and 2023, respectively, included within operating costs in our consolidated statements of income.

Our Medicare benefit costs rise as members pay their contractual portion of claims responsibility, progress through their annual deductible and maximum out-of-pocket expenses, as well as incurring higher episodic cost of care resulting in a higher benefit ratio throughout the year.

Effective January 1, 2025, the Medicare Part D coverage gap was eliminated as mandated by the Inflation Reduction Act of 2022, or IRA.

The benefit design changes reduced out-of-pocket costs for beneficiaries, resulting in greater cost sharing and a leveling of net prescription costs throughout the year as compared to the historical seasonal decline prior to the IRA.

| | | | 2025 | | | | | | 2024 | | |

| Loss on sale of business | | | 67 | | | | | | — | | |

| Settlement of certain litigation expenses | | | 15 | | | | | | — | | |

| | | | 2025 | | | | | | 2024 | | |

| Loss on sale of business | | | 0.55 | | | | | | — | | |

| Settlement of certain litigation expenses | | | 0.13 | | | | | | — | | |

| Insurance premiums | | | $ | 122,825 | | | | | $ | 112,104 | | | | | $ | 10,721 | | | | | 9.6 | | % |

| Insurance | | | 1,017 | | | | | | 966 | | | | | | 51 | | | | | | 5.3 | | % |

| CenterWell | | | 4,816 | | | | | | 3,465 | | | | | | 1,351 | | | | | | 39.0 | | % |

| Investment income | | | 1,006 | | | | | | 1,226 | | | | | | (220) | | | | | | (17.9) | | % |

| Total revenues | | | 129,664 | | | | | | 117,761 | | | | | | 11,903 | | | | | | 10.1 | | % |

| Benefits | | | 110,812 | | | | | | 100,664 | | | | | | 10,148 | | | | | | 10.1 | | % |

| Operating costs | | | 15,450 | | | | | | 13,696 | | | | | | 1,754 | | | | | | 12.8 | | % |

| Total operating expenses | | | 126,960 | | | | | | 115,199 | | | | | | 11,761 | | | | | | 10.2 | | % |

| Loss on sale of business | | | 67 | | | | | | — | | | | | | 67 | | | | | | 100.0 | | % |

| Interest expense | | | 631 | | | | | | 660 | | | | | | (29) | | | | | | (4.4) | | % |

| Net income | | | $ | 1,203 | | | | | $ | 1,214 | | | | | $ | (11) | | | | | (0.9) | | % |

These factors were partially offset by the membership decline within the individual Medicare Advantage business, inclusive of the decision to exit certain unprofitable plans and counties in 2025.

Investment income decreased $0.2 billion, or 17.9%, from $1.2 billion in the 2024 period to $1.0 billion in the 2025 period primarily due to lower interest income on our debt securities, as well as non-cash impairment charge in the fourth quarter of 2025 related to our minority ownership interest in a joint-venture investment, deemed unrecoverable based on recent market activity.

The consolidated benefit ratio increased 40 basis points from 89.8% in the 2024 period to 90.2% in the 2025 period primarily due to a shift in line of business mix resulting from growth in the state-based contracts and stand-alone PDP businesses that carry a higher benefit ratio, combined with a reduction in individual Medicare Advantage membership, incremental investments to improve member and patient outcomes and support operational excellence, and the year-over-year increase in the Medicare stand-alone PDP benefit ratio driven by the impact of the IRA.

These factors were partially offset by individual Medicare Advantage pricing inclusive of plan exits and benefit design changes that more than offset claims trend and the funding environment, as well as the anticipated higher favorable prior-period medical claims development in the 2025 period.

Prior-period medical claims reserve development excludes the effects of provider risk-sharing arrangements, which are accounted for separately based on contractual settlement terms.

The consolidated operating cost ratio increased 20 basis points from 11.8% in the 2024 period to 12.0% in the 2025 period primarily due to business mix changes, including within the CenterWell segment that runs a significantly higher operating cost ratio than the Insurance segment, the operating leverage impact associated with the loss of individual Medicare Advantage membership, as well as higher charges associated with the value creation plan.

These factors were partially offset by administrative cost efficiencies resulting from the value creation initiatives, operating leverage associated with increased revenues from the impact of the IRA, and a lesser operating cost impact from impairment costs in the 2025 period compared to the 2024 period.

The 2025 period effective income tax rate reflects the impact of a tax loss on sale of business, which exceeded the book loss.

The related tax benefit is realizable via capital loss carryback.

| Individual Medicare Advantage | | | 5,249,300 | | | | | | 5,661,800 | | | | | | (412,500) | | | | | | (7.3) | | % |

| Medicare stand-alone PDP | | | 2,462,600 | | | | | | 2,288,200 | | | | | | 174,400 | | | | | | 7.6 | | % |

| Total Medicare | | | 8,280,300 | | | | | | 8,495,700 | | | | | | (215,400) | | | | | | (2.5) | | % |

| Military services | | | 4,605,400 | | | | | | 6,009,100 | | | | | | (1,403,700) | | | | | | (23.4) | | % |

| Commercial ASO | | | — | | | | | | 4,800 | | | | | | (4,800) | | | | | | (100.0) | | % |

| Total Specialty Membership | | | 4,742,600 | | | | | | 4,562,000 | | | | | | 180,600 | | | | | | 4.0 | | % |

Members may not be unique to each product since members have the ability to enroll in more than one product.

We anticipate the exit of this line of business to be finalized in the first half of 2025.

COVID-19

The emergence and spread of the novel coronavirus, or COVID-19, beginning in the first quarter of 2020 has impacted our business.

Initially during periods of increased incidences of COVID-19, a reduction in non-COVID-19 hospital admissions for non-emergent and elective medical care resulted in lower overall healthcare system utilization.

At the same time, COVID-19 treatment and testing costs increased utilization.

During 2022, we experienced lower overall utilization of the healthcare system than anticipated, as the reduction in COVID-19 utilization following the increased incidence associated with the Omicron variant outpaced the increase in non-COVID-19 utilization.

The COVID-19 National Emergency declared in 2020 was terminated on April 10, 2023 and the Public Health Emergency expired on May 11, 2023.

The segment also includes our strategic partnerships with WCAS to develop and operate senior-focused, payor-agnostic, primary care centers, as well as our minority ownership interest in hospice operations.

One of the product offerings of our Insurance segment is Medicare stand-alone prescription drug plans, or PDP, under the Medicare Part D program.

The Medicare

These plan designs generally result in us sharing a greater portion of the responsibility for total prescription drug costs in the early stages and less in the latter stages.

As a result, the PDP benefit ratio generally decreases as the year progresses.

Beginning in 2025, changes to Part D under the Inflation Reduction Act are expected to increase risk-adjusted direct subsidies and cap members' out-of-pocket costs and as a result significantly impact seasonality and cost trends.

The Insurance segment also experiences seasonality in the commercial fully-insured product offering.

The effect on the Insurance segment benefit ratio is opposite of the Medicare stand-alone PDP impact, with the benefit ratio increasing as fully-insured members progress through their annual deductible and maximum out-of-pocket expenses.

The Employer Group Commercial Fully-Insured business increased the Insurance segment benefit ratio by 10 basis points for the year ended December 31, 2024 and did not impact the Insurance segment benefit ratio for the year ended December 31, 2023.

The Insurance segment may experience adverse impacts in the operating cost ratio as a result of our Employer Group Commercial Medical Products exit.

The Employer Group Commercial Fully-Insured business did not impact the Insurance segment operating cost ratio for the year-ended December 31, 2024 and increased the Insurance segment operating cost ratio by 30 basis points for the year ended December 31, 2023.

| Transaction and integration costs | | | — | | | | | | (48) | | |

| Accrued charge related to certain anticipated litigation expenses | | | — | | | | | | 105 | | |

| Transaction and integration costs | | | — | | | | | | (0.38) | | |

| Accrued charge related to certain anticipated litigation expenses | | | — | | | | | | 0.84 | | |

| | | | | | | | | | | | | | | | | | | | | | | | |

| Insurance premiums | | | $ | 112,104 | | | | | $ | 101,272 | | | | | $ | 10,832 | | | | | 10.7 | | % |

| Insurance | | | 966 | | | | | | 1,000 | | | | | | (34) | | | | | | (3.4) | | % |

| CenterWell | | | 3,465 | | | | | | 3,033 | | | | | | 432 | | | | | | 14.2 | | % |

| Investment income | | | 1,226 | | | | | | 1,069 | | | | | | 157 | | | | | | 14.7 | | % |

| Total revenues | | | 117,761 | | | | | | 106,374 | | | | | | 11,387 | | | | | | 10.7 | | % |

| Benefits | | | 100,664 | | | | | | 88,394 | | | | | | 12,270 | | | | | | 13.9 | | % |

| Operating costs | | | 13,696 | | | | | | 13,188 | | | | | | 508 | | | | | | 3.9 | | % |

| Total operating expenses | | | 115,199 | | | | | | 102,361 | | | | | | 12,838 | | | | | | 12.5 | | % |

| Interest expense | | | 660 | | | | | | 493 | | | | | | 167 | | | | | | 33.9 | | % |

| Net income | | | $ | 1,214 | | | | | $ | 2,484 | | | | | $ | (1,270) | | | | | (51.1) | | % |

These factors were partially offset by the continued decline in stand-alone PDP membership, as well as a decline in membership in our group commercial medical business as a result of our decision to exit the business.

Investment income increased $0.16 billion, or 14.7%, from $1.07 billion in the 2023 period to $1.23 billion in the 2024 period primarily due to an increase in interest income on our debt securities.

The consolidated benefit ratio increased 250 basis points from 87.3% in the 2023 period to 89.8% in the 2024 period primarily due to the continued impact of elevated Medicare Advantage and state-based contracts medical cost trends in the 2024 period as well as lower favorable prior period medical claims reserve development.

These factors were partially offset by the impact of the pricing and benefit design of our 2024 Medicare Advantage products, which included a reduction in member benefits in response to the net impact of the 2024 final rate notice and the initial emergence of increased medical cost trends in 2023.

Further, the year-over-year comparison continues to reflect a shift in line of business mix, with growth in Medicare Advantage and state-based contracts and other membership, which can carry a higher benefit ratio.

The consolidated operating cost ratio decreased 70 basis points from 12.5% in the 2023 period to 11.8% in the 2024 period.

The ratio decrease was primarily due to scale efficiencies associated with growth in individual Medicare Advantage membership, administrative cost efficiencies resulting from our value creation initiatives, a lesser impact of commission expense for brokers in the 2024 period compared to the 2023 period as a result of significant individual Medicare Advantage membership growth in 2023, a lesser impact from charges related to value creation initiatives in the 2024 period compared to the 2023 period, as well as the impact of the accrued charge related to certain anticipated litigation expenses in the 2023 period.

There were no borrowings outstanding under our credit agreements at December 31, [removed: 2024] [added: 2025] or December 31, [removed: 2023.][added: 2024.]

Interest rate risk also represents a market risk factor affecting our consolidated financial position due to our significant investment portfolio, consisting primarily of fixed maturity securities of investment-grade quality with a weighted average S&P credit rating of AA- at December 31, [removed: 2024.][added: 2025.]

[removed: Our net unrealized loss position increased $89] million from a net unrealized loss position of [removed: $1.3] [added: $1.4] billion at December 31, [removed: 2023] [added: 2024] to a net unrealized loss position of [added: $0.8 billion at December 31, 2025.]

At December 31, [removed: 2024,] [added: 2025,] we had gross unrealized losses of [removed: $1.4] [added: $0.9] billion on our investment portfolio primarily due to an increase in market interest rates since the time the securities were purchased.

We did not record any material credit allowances for debt securities that were in an unrealized loss position during [removed: 2024] [added: 2025] and [removed: 2023.][added: 2024.]

The average duration of our investment portfolio, including cash and cash equivalents, was approximately [removed: 3.8] [added: 3.6] years as of December 31, [removed: 2024] [added: 2025] and [removed: 3.0] [added: 3.8] years as of December 31, [removed: 2023.][added: 2024.]

Based on the duration including cash equivalents, a 1% increase in interest rates would generally decrease the December 31, [removed: 2024] [added: 2025] fair value of our securities by approximately [removed: $783] [added: $723] million.

The evaluation was based on our investment portfolio, outstanding indebtedness, and outstanding swap contract portfolio at December 31, [removed: 2024] [added: 2025] and [removed: 2023.][added: 2024.]

| Interest expense (b) | | | | | | [removed: 129] [added: 195] | | | | | | [removed: 86] [added: 130] | | | | | | [removed: 43] [added: 65] | | | | | | [removed: (43)] [added: (65)] | | | | | | [removed: (86)] [added: (130)] | | | | | | [removed: (129)] [added: (195)] | | |

(a)As of December 31, [removed: 2024] [added: 2025] and [removed: 2023,] [added: 2024,] none of our investments had interest rates below 1%.

(b)The interest rate under our senior notes, which [removed: represent] [added: represents] 100% [removed: and 93%] at December 31, [removed: 2024] [added: 2025] and [removed: 2023,] [added: 2024,] respectively, of total debt, is fixed, unaffected by changes in interest rates.

We did not have any variable rate term loans at December 31, [removed: 2024] [added: 2025] and December 31, [removed: 2023.][added: 2024.]

There were no borrowings outstanding under the credit agreement at December 31, [removed: 2024] [added: 2025] or December 31, [removed: 2023.][added: 2024.]

There [removed: was $871 million] [added: were no commercial paper] outstanding under our commercial paper program at December 31, [removed: 2023 with none outstanding at] [added: 2025 or] December 31, 2024.

Our net unrealized loss position decreased $562

| As of December 31, 2025 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| Investment income (a) | | | | | | $ | (286) | | | | | $ | (196) | | | | | $ | (97) | | | | | $ | 98 | | | | | $ | 196 | | | | | $ | 294 | |

| Pretax | | | | | | $ | (91) | | | | | $ | (66) | | | | | $ | (32) | | | | | $ | 33 | | | | | $ | 66 | | | | | $ | 99 | |

$1.4 billion at December 31, 2024.

| As of December 31, 2023 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| Investment income (a) | | | | | | $ | (338) | | | | | $ | (222) | | | | | $ | (111) | | | | | $ | 111 | | | | | $ | 224 | | | | | $ | 336 | |

| Pretax | | | | | | $ | (209) | | | | | $ | (136) | | | | | $ | (68) | | | | | $ | 68 | | | | | $ | 138 | | | | | $ | 207 | |

At December 31, 2023, our interest rates under our commercial paper program was not less than 1%.

These efforts are leading to a better quality of life for [removed: people with Medicare, Medicaid,] [added: Medicare and Medicaid participants,] families, individuals, military service personnel, and communities at large.

As of December 31, [removed: 2024,] [added: 2025,] we had approximately [removed: 16] [added: 15] million members in our medical benefit plans, as well as approximately [removed: 5] [added: 4.7] million members in our specialty products.

During [removed: 2024, 85%] [added: 2025, 83%] of our total premiums and services revenue were derived from contracts with the federal government, including 14% derived from our individual Medicare Advantage contracts in Florida with the Centers for Medicare and Medicaid Services, or CMS, under which we [removed: provide] [added: provided] health insurance coverage to approximately [removed: 924,800] [added: 1.0 million] members as of December 31, [removed: 2024.][added: 2025.]

Our principal executive offices are located at [removed: 500 West] [added: 101 East] Main Street, Louisville, Kentucky 40202, the telephone number at that address is (502) 580-1000, and our website address is www.humana.com.

This Annual Report on Form 10-K, or [removed: 2024] [added: 2025] Form 10-K, contains both historical and forward-looking information.

The following table presents our premiums and services revenue for the Insurance segment by product for the year ended December 31, [removed: 2024:][added: 2025:]

| Individual Medicare Advantage | | | | | | $ | [removed: 88,019] [added: 90,403] | | | | | [removed: 75.6] [added: 70.3] | | % |

| Group Medicare Advantage | | | | | | [removed: 7,731] [added: 9,014] | | | | | | [removed: 6.6] [added: 7.0] | | % |

| Medicare stand-alone PDP | | | | | | [removed: 3,137] [added: 6,844] | | | | | | [removed: 2.7] [added: 5.3] | | % |

| Specialty benefits | | | | | | [removed: 955] [added: 989] | | | | | | 0.8 | | % |

| State-based contracts and other | | | | | | [removed: 10,915] [added: 14,477] | | | | | | [removed: 9.4] [added: 11.2] | | % |

| Military services and other | | | | | | [removed: 916] [added: 1,017] | | | | | | 0.8 | | % |

| Services revenue | | | | | | [removed: 966] [added: 1,017] | | | | | | 0.8 | | % |

| Total Insurance segment premiums and services revenue | | | | | | $ | [removed: 113,070] [added: 123,842] | | | | | [removed: 97.0] [added: 96.3] | | % |

Most of our Medicare PFFS plans are network-based products with in and out of network benefits due to a requirement that Medicare Advantage organizations [added: to] establish adequate provider networks, except in geographic areas that CMS determines have fewer than two network-based Medicare Advantage plans.

CMS uses a risk-adjustment model [removed: which] [added: that] adjusts premiums paid to Medicare Advantage, or MA, plans according to health status of covered members.

At December 31, [removed: 2024,] [added: 2025,] we provided health insurance coverage under CMS contracts to approximately [removed: 5,661,800] [added: 5.2 million] individual Medicare Advantage members, including approximately [removed: 924,800] [added: 1.0 million] members in Florida.

Florida contracts accounted for premiums revenue of approximately [removed: $16.4] [added: $17.8] billion, which represented approximately [removed: 19%] [added: 20%] of our individual Medicare Advantage premiums revenue, or 14% of our consolidated premiums and services revenue for the year ended December 31, [removed: 2024.][added: 2025.]

All material contracts between Humana and CMS relating to our Medicare Advantage products have been renewed for [removed: 2025,] [added: 2026,] and all of our product offerings filed with CMS [added: and going to market] for [removed: 2025] [added: 2026] have been approved.

All material contracts between Humana and CMS relating to our Medicare stand-alone PDP products have been renewed for [removed: 2025,] [added: 2026,] and all of our product offerings filed with CMS [added: and going to market] for [removed: 2025] [added: 2026] have been approved.

We have contracts in multiple states to serve Medicaid-eligible members, including Florida, Kentucky, Illinois, Indiana, Louisiana, Ohio, Oklahoma, South [removed: Carolina] [added: Carolina, Virginia] and Wisconsin.

[removed: For] information on our intersegment revenues, refer to Note 18 to the audited Consolidated Financial Statements included in Part II, Item 8, "Financial Statements and Supplementary Data" of this Form 10-K.

The following table presents our services revenue for the CenterWell segment by line of business for the year ended December 31, [removed: 2024:][added: 2025:]

| Home solutions | | | | | | $ | [removed: 2,050] [added: 2,127] | | | | | n/a | | |

| Pharmacy solutions | | | | | | [removed: 10,724] [added: 11,741] | | | | | | n/a | | |

| Primary care | | | | | | [removed: 3,697] [added: 3,789] | | | | | | n/a | | |

| Total intersegment revenues | | | | | | $ | [removed: 16,471] [added: 17,657] | | | | | n/a | | |

| Home solutions | | | | | | $ | [removed: 1,313] [added: 1,401] | | | | | 1.1 | | % |

| Total external services revenue | | | | | | $ | [removed: 3,465] [added: 4,816] | | | | | [removed: 3.0] [added: 3.7] | | % |

We operate full-service, value-based senior focused primary care centers in a number of states, including [added: Arizona,] Georgia, Florida, Indiana, Kansas, Kentucky, Louisiana, Mississippi, Missouri, Nevada, North Carolina, South Carolina, Tennessee, Texas, and Virginia staffed by primary care providers and medical specialists with a primary focus on the senior population under our [removed: Primary Care Organization, or PCO.][added: primary care business.]

[removed: PCO] [added: Our primary care business] operates these clinics primarily under the Conviva Senior Primary Care and CenterWell Senior Primary Care brands.

[removed: PCO] [added: Our primary care business] currently operates [removed: 344] [added: 350] primary care clinics and employs approximately [removed: 1,000] [added: 1,300] primary care providers.

[removed: PCO] [added: Primary care] serves approximately [removed: 390,500] [added: 491,100] patients, primarily under risk sharing arrangements with Humana Medicare Advantage health plans, third-party Medicare Advantage health plans and CMS administered risk sharing arrangements for Original Medicare.

[removed: PCO] [added: Our primary care business] also operates a [removed: Medical Services Organization,] [added: management services organization,] or MSO, through Conviva and CenterWell that coordinates medical care for Medicare Advantage beneficiaries across multiple states.

[removed: PCO’s] [added: Primary care’s] MSO collaborates with physicians, medical groups and integrated delivery systems to successfully transition to value-based care by engaging, partnering and offering practical services and solutions.

[removed: In 2020, our Primary Care Organization] [added: Our primary care business previously] entered into a strategic partnership with Welsh, Carson, Anderson & Stowe, or WCAS, to accelerate the expansion of our primary care [removed: model.][added: model through the development of clinics.]

CenterWell Home Health has locations in [removed: 40] [added: 37] states, providing extensive geographic coverage with approximately [removed: 65%] [added: 68%] overlap with our individual Medicare Advantage membership.

For additional information on [removed: the sale] [added: our ownership interest] of Gentiva Hospice, refer to Note [removed: 3] [added: 4] to the audited Consolidated Financial Statements included in Part II, Item 8, "Financial Statements and Supplementary Data" of this Form 10-K.

The following table summarizes total insurance medical membership (in thousands) at December 31, [removed: 2024,] [added: 2025,] by market and product:

| | | | Insurance Medical Membership | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | [removed: | | | | | | | | | | | |]

| Total Medicare | | | | | | 106,261 | | | | | | 82.6 | | % |

| Medicare Supplement | | | | | | 1,098 | | | | | | 0.9 | | % |

| Total premiums revenue | | | | | | 122,825 | | | | | | 95.5 | | % |

For

| | | | | | | | | | | | | | | |

| Pharmacy solutions | | | | | | 1,218 | | | | | | 0.9 | | % |

| Primary care | | | | | | 2,197 | | | | | | 1.7 | | % |

| | | | | | | | | | | | | | | |

As of December 31, 2025, there were 146 primary care clinics operating under the partnership.

We completed the sale of a 60% interest in Gentiva Hospice on August 11, 2022 and we account for our remaining minority ownership in Gentiva Hospice using the equity method of accounting.

At December 31, 2025 and 2024, we owned approximately 35%.

| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| Florida | | | 1,006.2 | | | 11.1 | | | 112.8 | | | 24.0 | | | 569.9 | | | | | | | | | — | | | | | | | | | 1,724.0 | | | 11.5 | | % | | | | | | | | | | | | | | | | | | |

| Texas | | | 437.9 | | | 4.8 | | | 148.2 | | | 63.2 | | | — | | | | | | | | | — | | | | | | | | | 654.1 | | | 4.4 | | % | | | | | | | | | | | | | | | | | | |

| Kentucky | | | 131.3 | | | 74.3 | | | 184.9 | | | 19.3 | | | 205.4 | | | | | | | | | — | | | | | | | | | 615.2 | | | 4.1 | | % | | | | | | | | | | | | | | | | | | |

| North Carolina | | | 253.0 | | | 179.4 | | | 87.3 | | | 7.6 | | | — | | | | | | | | | — | | | | | | | | | 527.3 | | | 3.5 | | % | | | | | | | | | | | | | | | | | | |

| Ohio | | | 192.0 | | | 17.4 | | | 80.1 | | | 28.3 | | | 179.4 | | | | | | | | | — | | | | | | | | | 497.2 | | | 3.3 | | % | | | | | | | | | | | | | | | | | | |

| Louisiana | | | 194.1 | | | 7.8 | | | 49.4 | | | 3.8 | | | 139.3 | | | | | | | | | — | | | | | | | | | 394.4 | | | 2.6 | | % | | | | | | | | | | | | | | | | | | |

| Illinois | | | 224.9 | | | 41.6 | | | 98.0 | | | 11.7 | | | 12.8 | | | | | | | | | — | | | | | | | | | 389.0 | | | 2.6 | | % | | | | | | | | | | | | | | | | | | |

| Virginia | | | 158.7 | | | 2.7 | | | 104.2 | | | 9.9 | | | 105.2 | | | | | | | | | — | | | | | | | | | 380.7 | | | 2.5 | | % | | | | | | | | | | | | | | | | | | |

| Georgia | | | 272.8 | | | 2.8 | | | 77.6 | | | 22.0 | | | — | | | | | | | | | — | | | | | | | | | 375.2 | | | 2.5 | | % | | | | | | | | | | | | | | | | | | |

| Tennessee | | | 191.8 | | | 12.8 | | | 90.1 | | | 10.9 | | | 62.9 | | | | | | | | | — | | | | | | | | | 368.5 | | | 2.5 | | % | | | | | | | | | | | | | | | | | | |

| Oklahoma | | | 74.1 | | | 3.3 | | | 52.3 | | | 11.1 | | | 185.5 | | | | | | | | | — | | | | | | | | | 326.3 | | | 2.2 | | % | | | | | | | | | | | | | | | | | | |

| Michigan | | | 176.6 | | | 29.8 | | | 77.2 | | | 11.8 | | | — | | | | | | | | | — | | | | | | | | | 295.4 | | | 2.0 | | % | | | | | | | | | | | | | | | | | | |

| California | | | 133.8 | | | 4.1 | | | 110.0 | | | 45.8 | | | — | | | | | | | | | — | | | | | | | | | 293.7 | | | 2.0 | | % | | | | | | | | | | | | | | | | | | |

| Indiana | | | 158.0 | | | 18.8 | | | 64.8 | | | 13.1 | | | 32.5 | | | | | | | | | — | | | | | | | | | 287.2 | | | 1.9 | | % | | | | | | | | | | | | | | | | | | |

| South Carolina | | | 170.9 | | | 0.4 | | | 29.6 | | | 12.5 | | | 37.1 | | | | | | | | | — | | | | | | | | | 250.5 | | | 1.7 | | % | | | | | | | | | | | | | | | | | | |

| Wisconsin | | | 82.7 | | | 8.1 | | | 67.1 | | | 5.7 | | | 55.3 | | | | | | | | | — | | | | | | | | | 218.9 | | | 1.5 | | % | | | | | | | | | | | | | | | | | | |

| Washington | | | 103.0 | | | 15.2 | | | 71.0 | | | 8.5 | | | 5.5 | | | | | | | | | — | | | | | | | | | 203.2 | | | 1.4 | | % | | | | | | | | | | | | | | | | | | |

| Pennsylvania | | | 80.4 | | | 10.0 | | | 65.9 | | | 17.6 | | | 19.7 | | | | | | | | | — | | | | | | | | | 193.6 | | | 1.3 | | % | | | | | | | | | | | | | | | | | | |

| Alabama | | | 97.4 | | | 29.0 | | | 50.6 | | | 7.7 | | | — | | | | | | | | | — | | | | | | | | | 184.7 | | | 1.2 | | % | | | | | | | | | | | | | | | | | | |

| Arizona | | | 121.5 | | | 0.9 | | | 51.9 | | | 7.9 | | | — | | | | | | | | | — | | | | | | | | | 182.2 | | | 1.1 | | % | | | | | | | | | | | | | | | | | | |

| TRICARE | | | — | | | — | | | — | | | — | | | — | | | | | | | | | 4,605.4 | | | | | | | | | 4,605.4 | | | 30.7 | | % | | | | | | | | | | | | | | | | | | |

| Others | | | 988.2 | | | 94.1 | | | 789.6 | | | 156.0 | | | 5.1 | | | | | | | | | — | | | | | | | | | 2,033.0 | | | 13.5 | | % | | | | | | | | | | | | | | | | | | |

| Totals | | | 5,249.3 | | | 568.4 | | | 2,462.6 | | | 498.4 | | | 1,615.6 | | | | | | | | | 4,605.4 | | | | | | | | | 14,999.7 | | | 100.0 | | % | | | | | | | | | | | | | | | | | | |

and the National Committee for Quality Assurance (NCQA) to evaluate health plans based on various criteria, including effectiveness of care and member satisfaction.

Humana’s subsidiary, CenterWell Pharmacy, Inc., holds accreditations from URAC.

us over the long-term.

We believe a fair and transparent workplace is essential for associate trust and engagement.

| Total Medicare | | | | | | 98,887 | | | | | | 84.9 | | % |

| Commercial fully-insured | | | | | | 501 | | | | | | 0.4 | | % |

| Medicare Supplement | | | | | | 846 | | | | | | 0.7 | | % |

| Total premiums revenue | | | | | | 112,104 | | | | | | 96.2 | | % |

| Commercial ASO | | | | | | 50 | | | | | | — | | % |

Commercial Fully-Insured and ASO

In February 2023, we announced our planned exit from the Employer Group Commercial Medical Products business, which includes all fully insured, self-funded and Federal Employee Health Benefit medical plans, as well as associated wellness and rewards programs.

Following a strategic review, we determined the Employer Group Commercial Medical Products business was no longer positioned to sustainably meet the needs of commercial members over the long term or support our long-term strategic plans.

We anticipate the exit of this line of business to be finalized in the first half of 2025.

For in-force group commercial medical customers and members, our commercial products included a broad spectrum of major medical benefits with multiple in-network coinsurance levels and annual deductible choices that employers of all sizes offered to their employees on either a fully-insured, through HMO, PPO, or POS plans, or self-funded basis.

Our plans integrated clinical programs, plan designs, communication tools, and spending accounts.

Our ASO products were offered to small group and large group employers who self-insured their employee health plans.

We received fees to provide administrative services which generally included the processing of claims, offering access to our provider networks and clinical programs, and responding to customer service inquiries from members of self-funded employers.

These products might have included all of the same benefit and product design characteristics of our fully-insured HMO, PPO, or POS products described previously.

Under ASO contracts, self-funded employers generally retained the risk of financing the costs of health benefits, with large group customers retaining a greater share and small group customers a smaller share of the cost of health benefits.

All small group ASO customers and many large group ASO customers purchased stop loss insurance coverage from us to cover catastrophic claims or to limit aggregate annual costs.

| Pharmacy solutions | | | | | | 904 | | | | | | 0.8 | | % |

| Primary care | | | | | | 1,248 | | | | | | 1.1 | | % |

In May 2022, we established a second strategic partnership with WCAS to develop additional centers between 2023 and 2025.

As of December 31, 2024, there were 133 primary care clinics operating under the partnership and we have capacity to open or acquire up to approximately 20 additional centers through the existing partnership agreements.

On August 11, 2022, we completed the sale of a 60% interest in Gentiva (formerly Kindred) Hospice, to Clayton, Dubilier & Rice, or CD&R.

Upon closing, Gentiva Hospice was restructured into a new stand-alone company.

We continue to own approximately 35% minority ownership in Gentiva Hospice operations.

| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| Florida | | | 924.8 | | | 11.3 | | | 113.2 | | | 20.2 | | | 580.2 | | | 0.3 | | | 0.1 | | | — | | | | | | | | | 1,650.1 | | | 10.10 | | % | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| Texas | | | 470.6 | | | 5.0 | | | 145.8 | | | 44.8 | | | — | | | — | | | — | | | — | | | | | | | | | 666.2 | | | 4.10 | | % | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| North Carolina | | | 321.8 | | | 174.3 | | | 78.6 | | | 6.1 | | | — | | | — | | | — | | | — | | | | | | | | | 580.8 | | | 3.60 | | % | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| Georgia | | | 338.7 | | | 2.9 | | | 67.4 | | | 14.2 | | | — | | | — | | | — | | | — | | | | | | | | | 423.2 | | | 2.60 | | % | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| Kentucky | | | 132.6 | | | 74.3 | | | 200.8 | | | 13.0 | | | 148.9 | | | — | | | 3.1 | | | — | | | | | | | | | 572.7 | | | 3.50 | | % | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| Ohio | | | 213.1 | | | 17.3 | | | 73.3 | | | 28.4 | | | 186.4 | | | — | | | — | | | — | | | | | | | | | 518.5 | | | 3.20 | | % | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| Tennessee | | | 209.4 | | | 13.5 | | | 74.5 | | | 8.7 | | | 47.0 | | | — | | | — | | | — | | | | | | | | | 353.1 | | | 2.20 | | % | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| Illinois | | | 206.3 | | | 38.3 | | | 74.7 | | | 8.2 | | | 14.1 | | | — | | | — | | | — | | | | | | | | | 341.6 | | | 2.10 | | % | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| Louisiana | | | 212.4 | | | 10.5 | | | 41.2 | | | 3.8 | | | 148.7 | | | — | | | — | | | — | | | | | | | | | 416.6 | | | 2.50 | | % | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| California | | | 119.3 | | | 4.2 | | | 134.8 | | | 26.9 | | | 0.1 | | | — | | | — | | | — | | | | | | | | | 285.3 | | | 1.70 | | % | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| Oklahoma | | | 77.4 | | | 3.4 | | | 47.4 | | | 5.7 | | | 186.1 | | | — | | | — | | | — | | | | | | | | | 320.0 | | | 2.00 | | % | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| Indiana | | | 158.9 | | | 20.8 | | | 55.7 | | | 12.6 | | | 35.0 | | | — | | | — | | | — | | | | | | | | | 283.0 | | | 1.70 | | % | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| South Carolina | | | 208.0 | | | 0.5 | | | 32.7 | | | 8.1 | | | 33.5 | | | — | | | — | | | — | | | | | | | | | 282.8 | | | 1.70 | | % | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| Virginia | | | 185.1 | | | 2.7 | | | 73.8 | | | 6.9 | | | — | | | — | | | — | | | — | | | | | | | | | 268.5 | | | 1.60 | | % | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| New York | | | 142.1 | | | 9.7 | | | 56.2 | | | 8.0 | | | — | | | — | | | — | | | — | | | | | | | | | 216.0 | | | 1.30 | | % | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

For the fiscal year ended December 31, [removed: 2024][added: 2025]

| (State or other jurisdiction of incorporation [removed: of] [added: or] organization) | | | | | | (I.R.S. Employer Identification No.) | | |

[removed: 500 West] [added: 101 East] Main Street, Louisville, Kentucky 40202

The aggregate market value of voting stock held by non-affiliates of the Registrant as of June 30, [removed: 2024] [added: 2025] was [removed: $45,549,515,606] [added: $29,182,689,695] calculated using the average price on June 30, [removed: 2024] [added: 2025] of [removed: $379.29] [added: $242.82] per share.

The number of shares outstanding of the Registrant’s Common Stock as of January 31, [removed: 2025] [added: 2026] was [removed: 120,644,737.][added: 120,595,967.]

Parts II and III incorporate herein by reference portions of the Registrant’s Definitive Proxy Statement to be filed pursuant to Regulation 14A with respect to the Annual Meeting of Stockholders scheduled to be held on April [removed: 17, 2025.][added: 16, 2026.]

For the Year Ended December 31, [removed: 2024][added: 2025]

| Item 1. | | | [removed: [Business](#i2aee68eadaf146dd9be1084457137921_16)] [added: [Business](#i4b1f8f2b33694aee9b6cd5db5908baf3_16)] | | | [removed: [4](#i2aee68eadaf146dd9be1084457137921_19)] [added: [4](#i4b1f8f2b33694aee9b6cd5db5908baf3_19)] | | |

| Item 1A. | | | [Risk [removed: Factors](#i2aee68eadaf146dd9be1084457137921_67)] [added: Factors](#i4b1f8f2b33694aee9b6cd5db5908baf3_67)] | | | [removed: [20](#i2aee68eadaf146dd9be1084457137921_67)] [added: [20](#i4b1f8f2b33694aee9b6cd5db5908baf3_67)] | | |

| Item 1B. | | | [Unresolved Staff [removed: Comments](#i2aee68eadaf146dd9be1084457137921_70)] [added: Comments](#i4b1f8f2b33694aee9b6cd5db5908baf3_70)] | | | [removed: [34](#i2aee68eadaf146dd9be1084457137921_70)] [added: [34](#i4b1f8f2b33694aee9b6cd5db5908baf3_70)] | | |

| Item 1C. | | | [removed: [Cybersecurity](#i2aee68eadaf146dd9be1084457137921_73)] [added: [Cybersecurity](#i4b1f8f2b33694aee9b6cd5db5908baf3_73)] | | | [removed: [34](#i2aee68eadaf146dd9be1084457137921_73)] [added: [34](#i4b1f8f2b33694aee9b6cd5db5908baf3_73)] | | |

| Item 2. | | | [removed: [Properties](#i2aee68eadaf146dd9be1084457137921_76)] [added: [Properties](#i4b1f8f2b33694aee9b6cd5db5908baf3_76)] | | | [removed: [36](#i2aee68eadaf146dd9be1084457137921_76)] [added: [36](#i4b1f8f2b33694aee9b6cd5db5908baf3_76)] | | |

| Item 3. | | | [Legal [removed: Proceedings](#i2aee68eadaf146dd9be1084457137921_79)] [added: Proceedings](#i4b1f8f2b33694aee9b6cd5db5908baf3_79)] | | | [removed: [36](#i2aee68eadaf146dd9be1084457137921_79)] [added: [36](#i4b1f8f2b33694aee9b6cd5db5908baf3_79)] | | |

| Item 4. | | | [Mine Safety [removed: Disclosures](#i2aee68eadaf146dd9be1084457137921_82)] [added: Disclosures](#i4b1f8f2b33694aee9b6cd5db5908baf3_82)] | | | [removed: [36](#i2aee68eadaf146dd9be1084457137921_82)] [added: [36](#i4b1f8f2b33694aee9b6cd5db5908baf3_82)] | | |

| Item 5. | | | [Market [removed: for the Registrant’s] [added: for](#i4b1f8f2b33694aee9b6cd5db5908baf3_88) [Registrant’s] Common Equity, Related Stockholder Matters and Issuer Purchases of Equity [removed: Securities](#i2aee68eadaf146dd9be1084457137921_88)] [added: Securities](#i4b1f8f2b33694aee9b6cd5db5908baf3_88)] | | | [removed: [37](#i2aee68eadaf146dd9be1084457137921_88)] [added: [37](#i4b1f8f2b33694aee9b6cd5db5908baf3_88)] | | |

| Item 6. | | | [removed: [Reserved](#i2aee68eadaf146dd9be1084457137921_91)] [added: [Reserved](#i4b1f8f2b33694aee9b6cd5db5908baf3_91)] | | | [removed: [40](#i2aee68eadaf146dd9be1084457137921_91)] [added: [40](#i4b1f8f2b33694aee9b6cd5db5908baf3_91)] | | |

| Item 7. | | | [Management’s Discussion and Analysis of Financial Condition and Results of [removed: Operations](#i2aee68eadaf146dd9be1084457137921_94)] [added: Operations](#i4b1f8f2b33694aee9b6cd5db5908baf3_94)] | | | [removed: [41](#i2aee68eadaf146dd9be1084457137921_94)] [added: [41](#i4b1f8f2b33694aee9b6cd5db5908baf3_94)] | | |

| Item 7A. | | | [Quantitative and Qualitative Disclosures about Market [removed: Risk](#i2aee68eadaf146dd9be1084457137921_118)] [added: Risk](#i4b1f8f2b33694aee9b6cd5db5908baf3_118)] | | | [removed: [64](#i2aee68eadaf146dd9be1084457137921_118)] [added: [63](#i4b1f8f2b33694aee9b6cd5db5908baf3_118)] | | |

| Item 8. | | | [Financial Statements and Supplementary [removed: Data](#i2aee68eadaf146dd9be1084457137921_121)] [added: Data](#i4b1f8f2b33694aee9b6cd5db5908baf3_121)] | | | [removed: [66](#i2aee68eadaf146dd9be1084457137921_121)] [added: [65](#i4b1f8f2b33694aee9b6cd5db5908baf3_121)] | | |

| Item 9. | | | [Changes in and Disagreements with Accountants on Accounting and Financial [removed: Disclosure](#i2aee68eadaf146dd9be1084457137921_211)] [added: Disclosure](#i4b1f8f2b33694aee9b6cd5db5908baf3_211)] | | | [removed: [117](#i2aee68eadaf146dd9be1084457137921_211)] [added: [116](#i4b1f8f2b33694aee9b6cd5db5908baf3_211)] | | |

| Item 9A. | | | [Controls and [removed: Procedures](#i2aee68eadaf146dd9be1084457137921_214)] [added: Procedures](#i4b1f8f2b33694aee9b6cd5db5908baf3_214)] | | | [removed: [117](#i2aee68eadaf146dd9be1084457137921_214)] [added: [116](#i4b1f8f2b33694aee9b6cd5db5908baf3_214)] | | |

| Item 9B. | | | [Other [removed: Information](#i2aee68eadaf146dd9be1084457137921_217)] [added: Information](#i4b1f8f2b33694aee9b6cd5db5908baf3_217)] | | | [removed: [118](#i2aee68eadaf146dd9be1084457137921_217)] [added: [117](#i4b1f8f2b33694aee9b6cd5db5908baf3_217)] | | |

| Item 9C. | | | [Disclosure Regarding Foreign Jurisdictions that Prevent [removed: Inspections](#i2aee68eadaf146dd9be1084457137921_220)] [added: Inspections](#i4b1f8f2b33694aee9b6cd5db5908baf3_220)] | | | [removed: [118](#i2aee68eadaf146dd9be1084457137921_220)] [added: [117](#i4b1f8f2b33694aee9b6cd5db5908baf3_220)] | | |

| Item 10. | | | [Directors, Executive Officers and Corporate [removed: Governance](#i2aee68eadaf146dd9be1084457137921_226)] [added: Governance](#i4b1f8f2b33694aee9b6cd5db5908baf3_226)] | | | [removed: [119](#i2aee68eadaf146dd9be1084457137921_226)] [added: [118](#i4b1f8f2b33694aee9b6cd5db5908baf3_226)] | | |

| Item 11. | | | [Executive [removed: Compensation](#i2aee68eadaf146dd9be1084457137921_229)] [added: Compensation](#i4b1f8f2b33694aee9b6cd5db5908baf3_229)] | | | [removed: [120](#i2aee68eadaf146dd9be1084457137921_229)] [added: [119](#i4b1f8f2b33694aee9b6cd5db5908baf3_229)] | | |

| Item 12. | | | [Security Ownership of Certain Beneficial Owners and Management and Related Stockholder [removed: Matters](#i2aee68eadaf146dd9be1084457137921_232)] [added: Matters](#i4b1f8f2b33694aee9b6cd5db5908baf3_232)] | | | [removed: [120](#i2aee68eadaf146dd9be1084457137921_232)] [added: [119](#i4b1f8f2b33694aee9b6cd5db5908baf3_232)] | | |

| Item 13. | | | [Certain Relationships and Related Transactions, and Director [removed: Independence](#i2aee68eadaf146dd9be1084457137921_235)] [added: Independence](#i4b1f8f2b33694aee9b6cd5db5908baf3_235)] | | | [removed: [121](#i2aee68eadaf146dd9be1084457137921_235)] [added: [120](#i4b1f8f2b33694aee9b6cd5db5908baf3_235)] | | |

| Item 14. | | | [Principal [removed: Accounting Fees] [added: Account](#i4b1f8f2b33694aee9b6cd5db5908baf3_238)[ant](#i4b1f8f2b33694aee9b6cd5db5908baf3_238) [Fees] and [removed: Services](#i2aee68eadaf146dd9be1084457137921_238)] [added: Services](#i4b1f8f2b33694aee9b6cd5db5908baf3_238)] | | | [removed: [121](#i2aee68eadaf146dd9be1084457137921_238)] [added: [120](#i4b1f8f2b33694aee9b6cd5db5908baf3_238)] | | |

| Item 15. | | | [Exhibits, Financial Statement [removed: Schedule](#i2aee68eadaf146dd9be1084457137921_244)] [added: Schedule](#i4b1f8f2b33694aee9b6cd5db5908baf3_244)] | | | [removed: [122](#i2aee68eadaf146dd9be1084457137921_244)] [added: [121](#i4b1f8f2b33694aee9b6cd5db5908baf3_244)] | | |

| Item 16. | | | [Form 10-K [removed: Summary](#i2aee68eadaf146dd9be1084457137921_289)] [added: Summary](#i4b1f8f2b33694aee9b6cd5db5908baf3_289)] | | | [removed: [134](#i2aee68eadaf146dd9be1084457137921_289)] [added: [133](#i4b1f8f2b33694aee9b6cd5db5908baf3_289)] | | |

| | | | [Signatures and [removed: Certifications](#i2aee68eadaf146dd9be1084457137921_292)] [added: Certifications](#i4b1f8f2b33694aee9b6cd5db5908baf3_292)] | | | [removed: [135](#i2aee68eadaf146dd9be1084457137921_292)] [added: [134](#i4b1f8f2b33694aee9b6cd5db5908baf3_292)] | | |

The protection of information and business processes is [removed: an integrated] [added: a key] component [removed: in] [added: of] our overall risk management program, and reflected in our Code of Ethics, security standards, and privacy policies.

[removed: We employ processes] [added: designed] to safeguard information and protect our customers’ data, including by deploying both proactive and defensive practices against the evolving cyber threat landscape.

In addition, we conduct cybersecurity risk assessments at least annually, [added: test our preparedness through periodic audits, tabletop exercises, vulnerability scanning] and [added: penetration testing and] periodically engage an independent auditor or other external assessors to aid in pro-active risk identification, prevention, detection, mitigation, and remediation.

Although we have been subject to breaches of our information technology systems, including breaches of the information technology systems of third-party service providers, the impact of such attacks has not been material to our business strategy, operations or results of operations, financial position, or cash flows through December 31, [removed: 2024.][added: 2025.]

The Board has designated our Audit Committee and Technology Committee with joint oversight over our information technology internal controls, cybersecurity, business continuity and disaster recovery [removed: programs.][added: programs, and emerging technology such as artificial and augmented intelligence.]

Our Chief Information Security Officer is responsible for assessing and managing identified cybersecurity risks, evaluating and remediating cybersecurity [removed: incidents, and sharing information directly with the Audit Committee and Technology Committee, or full Board of Directors, when appropriate.][added: incidents.]

[added: Our] Chief Information [added: Security Officer reports to our Chief Information] Officer, who is in turn responsible for the management of Humana’s data and information technology risks more generally.

Our Chief Information Officer [removed: is a] [added: and Chief Information Security Officer are each] senior [removed: executive] [added: executives] with more than two decades of experience leading technology teams in large, regulated industries.

We employ a comprehensive set of controls and defensive measures

i.Maintaining a 24/7 Cybersecurity Operations Center to monitor, detect and respond to cyber events and incidents.

j.Maintaining a program of identity and access management.

Our Enterprise Leadership Team, and our Chief Information Security Officer, regularly report to the Audit Committee, Technology

Committee, and full Board of Directors regarding our cybersecurity program, including reporting cybersecurity incidents as appropriate.

Our Chief Information Security Officer reports to our

Our Chief Information Security Officer is an experienced cybersecurity executive and leader in the field, with many years of relevant experience working in highly regulated industries.

As a key component of this governance framework, the Audit Committee and Technology Committee also receive regular updates regarding our cybersecurity program and cybersecurity incidents from our Chief Information Security Officer.

Our principal executive office is located in the Humana Building, [removed: 500 West] [added: 101 East] Main Street, Louisville, Kentucky 40202.

In addition to the headquarters in Louisville, Kentucky, we maintain other principal operating facilities used for customer service, enrollment, and/or claims processing and certain other corporate [removed: functions in Louisville, Kentucky; Green Bay, Wisconsin; Tampa, Florida; Cincinnati, Ohio; San Antonio, Texas; San Juan, Puerto Rico; and Austin, Texas.][added: functions.]

We owned or leased numerous medical centers and administrative offices at December 31, [removed: 2024.][added: 2025.]

Of these medical centers, approximately [removed: 378] [added: 372] of these facilities are leased or subleased to our contracted providers to operate.

Our key administrative functions are located in Louisville, Kentucky; Arlington, Virginia; and Green Bay, Wisconsin.

We also have regional administrative support offices in Arizona, Florida, Georgia, Illinois, Massachusetts, New York, Tennessee and Texas.

As of January 31, [removed: 2025,] [added: 2026,] there were [removed: 1,511] [added: 1,424] holders of record of our common stock and [removed: 629,228] [added: 684,397] beneficial holders of our common stock.

The following table provides details of dividend payments, excluding dividend equivalent rights, in [removed: 2023] [added: 2024] and [removed: 2024,] [added: 2025,] under our Board approved quarterly cash dividend policy:

In October [removed: 2024,] [added: 2025,] the Board declared a cash dividend of $0.8850 per share payable on January [removed: 31, 2025] [added: 30, 2026] to stockholders of record on December [removed: 31, 2024] [added: 26, 2025] for an aggregate amount of $107 million.

In February [removed: 2025,] [added: 2026,] the Board declared a cash dividend of $0.8850 per share payable on April [removed: 25, 2025] [added: 24, 2026] to stockholders of record on March [removed: 28, 2025.][added: 27, 2026.]

The following graph compares our total return to stockholders with the returns of the Standard & Poor’s Composite 500 Index (“S&P 500”) and the Dow Jones US Select Health Care Providers Index (“Peer Group”) for the five years ended December 31, [removed: 2024.][added: 2025.]

The graph assumes an investment of $100 in each of our common stock, the S&P 500, and the Peer Group on December 31, [removed: 2019,] [added: 2020,] and that dividends were reinvested when paid.

[removed: ][added: ]

| | | | [removed: 12/31/2019] [added: 12/31/2020] | | | | | | [removed: 12/31/2020] [added: 12/31/2021] | | | | | | [removed: 12/31/2021] [added: 12/31/2022] | | | | | | [removed: 12/31/2022] [added: 12/31/2023] | | | | | | [removed: 12/31/2023] [added: 12/31/2024] | | | | | | [removed: 12/31/2024] [added: 12/31/2025] | | |

The following table provides information about purchases by us during the three months ended December 31, [removed: 2024] [added: 2025] of equity securities that are registered by us pursuant to Section 12 of the Exchange Act:

Our remaining repurchase authorization was [removed: $2.9] [added: $2.7] billion as of February [removed: 19, 2025.][added: 18, 2026.]

| 2025 payments | | | | | | | | | | | | | | | | | | | | |

| 12/31/2024 | | | | | | 1/31/2025 | | | | | | $0.8850 | | | | | | $107 | | |

| 3/28/2025 | | | | | | 4/25/2025 | | | | | | $0.8850 | | | | | | $107 | | |

| 6/27/2025 | | | | | | 7/25/2025 | | | | | | $0.8850 | | | | | | $106 | | |

| 9/26/2025 | | | | | | 10/31/2025 | | | | | | $0.8850 | | | | | | $106 | | |

| HUM | | | $ | 100 | | | | | $ | 114 | | | | | $ | 126 | | | | | $ | 114 | | | | | $ | 64 | | | | | $ | 65 | |

| S&P 500 | | | $ | 100 | | | | | $ | 129 | | | | | $ | 105 | | | | | $ | 133 | | | | | $ | 166 | | | | | $ | 196 | |

| Peer Group | | | $ | 100 | | | | | $ | 125 | | | | | $ | 116 | | | | | $ | 115 | | | | | $ | 107 | | | | | $ | 108 | |

| October 2025 | | | — | | | | | | $ | — | | | | | — | | | | | | $ | 2,826,757,902 | |

| November 2025 | | | — | | | | | | — | | | | | | — | | | | | | 2,826,757,902 | | |

| December 2025 | | | — | | | | | | — | | | | | | — | | | | | | 2,826,757,902 | | |

| 2023 payments | | | | | | | | | | | | | | | | | | | | |

| 12/30/2022 | | | | | | 1/27/2023 | | | | | | $0.7875 | | | | | | $98 | | |

| 3/31/2023 | | | | | | 4/28/2023 | | | | | | $0.8850 | | | | | | $111 | | |

| 6/30/2023 | | | | | | 7/28/2023 | | | | | | $0.8850 | | | | | | $110 | | |

| 9/29/2023 | | | | | | 10/27/2023 | | | | | | $0.8850 | | | | | | $109 | | |

| HUM | | | $ | 100 | | | | | $ | 113 | | | | | $ | 128 | | | | | $ | 142 | | | | | $ | 128 | | | | | $ | 72 | |

| S&P 500 | | | $ | 100 | | | | | $ | 118 | | | | | $ | 152 | | | | | $ | 125 | | | | | $ | 157 | | | | | $ | 196 | |

| Peer Group | | | $ | 100 | | | | | $ | 118 | | | | | $ | 147 | | | | | $ | 137 | | | | | $ | 136 | | | | | $ | 126 | |

| October 2024 | | | — | | | | | | $ | — | | | | | — | | | | | | $ | 2,926,243,841 | |

| November 2024 | | | — | | | | | | — | | | | | | — | | | | | | 2,926,243,841 | | |

| December 2024 | | | — | | | | | | — | | | | | | — | | | | | | 2,926,243,841 | | |

| | | | [added: 2025 | | | | | |] 2024 | | | | | | 2023 | | |

| Cash and cash equivalents | | | $ | [removed: 2,221] [added: 4,200] | | | | | $ | [removed: 4,694] [added: 2,221] | |

| Investment securities | | | [removed: 18,214] [added: 15,703] | | | | | | [removed: 16,626] [added: 18,214] | | |

| Receivables, net of allowances of [removed: $98] [added: $108] in [removed: 2024] [added: 2025] and [removed: $88] [added: $98] in [removed: 2023] [added: 2024] | | | [removed: 2,704] [added: 3,270] | | | | | | [removed: 2,035] [added: 2,704] | | |

| Other current assets | | | [removed: 6,676] [added: 9,560] | | | | | | [removed: 6,631] [added: 6,676] | | |

| Total current assets | | | [removed: 29,815] [added: 32,733] | | | | | | [removed: 29,986] [added: 29,815] | | |

| Property and equipment, net | | | [removed: 2,532] [added: 2,231] | | | | | | [removed: 3,030] [added: 2,532] | | |

| Long-term investment securities | | | [removed: 421] [added: 493] | | | | | | [removed: 382] [added: 421] | | |

| Goodwill | | | [removed: 9,631] [added: 9,686] | | | | | | [removed: 9,550] [added: 9,631] | | |

| Equity method investments | | | [removed: 697] [added: 638] | | | | | | [removed: 740] [added: 697] | | |

| Other long-term assets | | | [removed: 3,383] [added: 3,128] | | | | | | [removed: 3,377] [added: 3,383] | | |

| Total assets | | | $ | [removed: 46,479] [added: 48,909] | | | | | $ | [removed: 47,065] [added: 46,479] | |

| Benefits payable | | | $ | [removed: 10,440] [added: 9,967] | | | | | $ | [removed: 10,241] [added: 10,440] | |

| Trade accounts payable and accrued expenses | | | [removed: 5,259] [added: 5,717] | | | | | | [removed: 6,569] [added: 5,259] | | |

| Book overdraft | | | [removed: 403] [added: 306] | | | | | | [removed: 353] [added: 403] | | |

| Unearned revenues | | | [removed: 260] [added: 356] | | | | | | [removed: 266] [added: 260] | | |

| Short-term debt | | | [removed: 577] [added: —] | | | | | | [removed: 1,443] [added: 577] | | |

| Total current liabilities | | | [removed: 16,939] [added: 16,346] | | | | | | [removed: 18,872] [added: 16,939] | | |

| Long-term debt | | | [removed: 11,144] [added: 12,369] | | | | | | [removed: 10,213] [added: 11,144] | | |

| Other long-term liabilities | | | [removed: 1,951] [added: 2,457] | | | | | | [removed: 1,662] [added: 1,951] | | |

| Total liabilities | | | [removed: 30,034] [added: 31,172] | | | | | | [removed: 30,747] [added: 30,034] | | |

| Common stock, $0.16 2/3 par; 300,000,000 shares authorized; [removed: 198,718,810] [added: 198,719,321] shares issued at December 31, [removed: 2024] [added: 2025] and [removed: 198,690,082] [added: 198,718,810] shares issued at December 31, [removed: 2023] [added: 2024] | | | 33 | | | | | | 33 | | |

| Capital in excess of par value | | | [removed: 3,463] [added: 3,600] | | | | | | [removed: 3,346] [added: 3,463] | | |

| Retained earnings | | | [removed: 28,317] [added: 29,075] | | | | | | [removed: 27,540] [added: 28,317] | | |

| Accumulated other comprehensive loss | | | [removed: (1,067)] [added: (633)] | | | | | | [removed: (999)] [added: (1,067)] | | |

| Treasury stock, at cost, [removed: 78,077,195] [added: 78,128,009] shares at December 31, [removed: 2024] [added: 2025] and [removed: 76,465,862] [added: 78,077,195] shares at December 31, [removed: 2023] [added: 2024] | | | [removed: (14,371)] [added: (14,418)] | | | | | | [removed: (13,658)] [added: (14,371)] | | |

| Total stockholders' equity | | | [removed: 16,375] [added: 17,657] | | | | | | [removed: 16,262] [added: 16,375] | | |

| Noncontrolling interests | | | [removed: 70] [added: 80] | | | | | | [removed: 56] [added: 70] | | |

| Total equity | | | [removed: 16,445] [added: 17,737] | | | | | | [removed: 16,318] [added: 16,445] | | |

| Total liabilities and equity | | | $ | [removed: 46,479] [added: 48,909] | | | | | $ | [removed: 47,065] [added: 46,479] | |

| | | | [removed: 2024] [added: 2025] | | | | | | [removed: 2023] [added: 2024] | | | | | | [removed: 2022] [added: 2023] | | |

| Premiums | | | $ | [removed: 112,104] [added: 122,825] | | | | | $ | [removed: 101,272] [added: 112,104] | | | | | $ | [removed: 87,712] [added: 101,272] | |

| Services | | | [removed: 4,431] [added: 5,833] | | | | | | [removed: 4,033] [added: 4,431] | | | | | | [removed: 4,776] [added: 4,033] | | |

| Investment income | | | [removed: 1,226] [added: 1,006] | | | | | | [removed: 1,069] [added: 1,226] | | | | | | [removed: 382] [added: 1,069] | | |

| Total revenues | | | [removed: 117,761] [added: 129,664] | | | | | | [removed: 106,374] [added: 117,761] | | | | | | [removed: 92,870] [added: 106,374] | | |

| Benefits | | | [removed: 100,664] [added: 110,812] | | | | | | [removed: 88,394] [added: 100,664] | | | | | | [removed: 75,690] [added: 88,394] | | |

| Operating costs | | | [removed: 13,696] [added: 15,450] | | | | | | [removed: 13,188] [added: 13,696] | | | | | | [removed: 12,671] [added: 13,188] | | |

| Depreciation and amortization | | | [removed: 839] [added: 698] | | | | | | [removed: 779] [added: 839] | | | | | | [removed: 709] [added: 779] | | |

| Total operating expenses | | | [removed: 115,199] [added: 126,960] | | | | | | [removed: 102,361] [added: 115,199] | | | | | | [removed: 89,070] [added: 102,361] | | |

| Income from operations | | | [removed: 2,562] [added: 2,704] | | | | | | [removed: 4,013] [added: 2,562] | | | | | | [removed: 3,800] [added: 4,013] | | |

| Loss on sale of business | | | 67 | | | | | | — | | | | | | — | | |

| Net income attributable to Humana | | | $ | 1,188 | | | | | $ | 1,207 | | | | | $ | 2,489 | |

| Net income | | | | | | | | | | | | | | | | | | | | | 1,188 | | | | | | | | | | | | | | | | | | 1,188 | | | | | | 15 | | | | | | 1,203 | | |

| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| Other comprehensive income | | | | | | | | | | | | | | | | | | | | | | | | | | | 434 | | | | | | | | | | | | 434 | | | | | | | | | | | | 434 | | |

| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| Balances, December 31, 2025 | | | 198,719 | | | | | | $ | 33 | | | | | $ | 3,600 | | | | | $ | 29,075 | | | | | $ | (633) | | | | | $ | (14,418) | | | | | $ | 17,657 | | | | | $ | 80 | | | | | $ | 17,737 | |

| Net income | | | $ | 1,203 | | | | | $ | 1,214 | | | | | $ | 2,484 | |

| Loss on sale of business | | | 67 | | | | | | — | | | | | | — | | |

In addition, in response to sustained macroeconomic, regulatory and competitive pressures impacting the industry, we initiated a substantial multi-year transformation program designed to re-align our cost structure, operating model and technology footprint with evolving market conditions.

We expect to incur additional charges over the course of the program.

In addition, we recorded impairment charges of $253 million, $200 million and $91 million in 2025, 2024 and 2023, respectively.

The impairment charges included impairment of indefinite-lived intangible assets for $128 million, $200 million and $55 million in 2025, 2024 and 2023, respectively, included within operating costs in our consolidated statements of income.

economic data.

We bill and collect member premiums on a monthly basis.

Effective January 1, 2025, the Medicare Part D coverage gap was eliminated as mandated by the Inflation Reduction Act of 2022.

The standard Part D benefit now comprises three phases: the deductible phase, the initial coverage phase and the catastrophic coverage phase.

Beneficiaries' out-of-pocket expenses for covered prescription drugs are capped at $2,000, after which they incur no additional cost sharing for the remainder of the year.

In addition, the Coverage Gap Discount Program was replaced by the Manufacturer Discount Program, requiring pharmaceutical manufacturers to provide discounts on brand name drugs during both the initial coverage and catastrophic phases.

each calendar year.

*Other services revenue*

In October 2025, we extended the Facility for an additional one year term and updated its capacity to $1.09 billion.

For the year ended December 31, 2025, we sold $1.5 billion of pharmaceutical rebate receivables under the Facility and the loss on discounted receivables was not material.

During 2025, we collected $1.0 billion, of the $1.5 billion sold, from manufacturers and remitted back to the financial institution.

During 2025, the $123 million was remitted back to the financial institution and the remaining $471 million receivables sold were collected from the manufacturers and remitted back to the financial institution.

Actuarial standards of practice generally require a level of confidence such that the liabilities established for IBNR have a

greater probability of being adequate versus being insufficient.

Because the majority of our member

For additional information regarding reinsurance, refer to Note 19.

performance condition will be achieved.

prepayment speeds.

The updated guidance requires additional disclosure and disaggregated information in the income tax rate reconciliation along with qualitative explanation of individually significant reconciling items.

The updated guidance also requires disclosure of the income taxes paid (net of refunds received) disaggregated by jurisdiction.

Our income tax footnote was updated to reflect the adoption of the standard, which did not have a material impact on our disclosures.

In September 2025, the FASB issued Accounting Standards Update No. 2025-06 — Intangibles — Goodwill and Other — Internal Use Software (Subtopic 350-40): Targeted Improvements to the Accounting for Internal-Use Software.

The new guidance modernizes consideration of different methods of software development, updating the requirements for capitalization of software costs.

On February 13, 2026, we completed the acquisition of a primary care business for consideration of approximately $941 million.

As of December 31, 2025, there were 146 primary care clinics operating under the partnership.

| December 31, 2025 | | | | | | | | | | | | | | | | | | | | | | | |

| Gain on sale of Gentiva Hospice | | | — | | | | | | — | | | | | | (237) | | |

| Balances, December 31, 2021 | | | 198,649 | | | | | | $ | 33 | | | | | $ | 3,082 | | | | | $ | 23,086 | | | | | $ | 42 | | | | | $ | (10,163) | | | | | $ | 16,080 | | | | | $ | 23 | | | | | $ | 16,103 | |

| Net income | | | | | | | | | | | | | | | | | | | | | 2,806 | | | | | | | | | | | | | | | | | | 2,806 | | | | | | (4) | | | | | | 2,802 | | |

| Sale of Gentiva Hospice | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | (11) | | | | | | (11) | | |

| Other comprehensive loss | | | | | | | | | | | | | | | | | | | | | | | | | | | (1,346) | | | | | | | | | | | | (1,346) | | | | | | | | | | | | (1,346) | | |

| Stock option exercises | | | — | | | | | | — | | | | | | 26 | | | | | | | | | | | | | | | | | | 25 | | | | | | 51 | | | | | | | | | | | | 51 | | |

| Acquisition | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | — | | | | | | (5) | | | | | | (5) | | |

| Income tax payments, net | | | $ | 570 | | | | | $ | 997 | | | | | $ | 758 | |

Following a strategic review, we determined the Employer Group Commercial Medical Products business was no longer positioned to sustainably meet the needs of commercial members over the long term or support our long-term strategic plans.

We anticipate the exit of this line of business to be finalized in the first half of 2025.

There was no material impairment charge recorded in 2022.

COVID-19

The emergence and spread of the novel coronavirus, or COVID-19, beginning in the first quarter of 2020 has impacted our business.

Initially during periods of increased incidences of COVID-19, a reduction in non-COVID-19 hospital admissions for non-emergent and elective medical care resulted in lower overall healthcare system utilization.

At the same time, COVID-19 treatment and testing costs increased utilization.

During 2022, we experienced lower overall utilization of the healthcare system than anticipated, as the reduction in COVID-19 utilization following the increased incidence associated with the Omicron variant outpaced the increase in non-COVID-19 utilization.

The COVID-19 National Emergency declared in 2020 was terminated on April 10, 2023 and the Public Health Emergency expired on May 11, 2023.

We bill and collect premium from employer groups and members in our Medicare and other individual products monthly.

We estimate policyholder rebates by projecting calendar year minimum benefit ratios for the small group and large group markets, as defined by the Health Care Reform Law using a methodology prescribed by Health and Human Services, or HHS, separately by state and legal entity.

are revised each period to reflect current experience.

| | | | | | | | | | | | | | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

subsequent period pharmacy claims data.

*Administrative services fees*

ASO fees are estimated by multiplying the membership covered under the various contracts by the contractual rates.

Under ASO contracts, self-funded employers retain the risk of financing substantially all of the cost of health benefits.

However, many ASO customers purchase stop loss insurance coverage from us to cover catastrophic claims or to limit aggregate annual costs.

Accordingly, we have recorded premiums revenue and benefits expense related to these stop loss insurance contracts.

Impairment test completed for 2022 did not result in a material impairment charge.

Our reserving practice is to consistently

Adverse conditions are situations in which the actual claims are expected to be higher than the otherwise estimated value of such claims at the time of the estimate.

We establish a premium deficiency reserve in current

For additional information regarding reinsurance, refer to Note 19 to the audited Consolidated Financial Statements included in Part II, Item 8, "Financial Statements and Supplementary Data" in this Form 10-K.

For privately-held investment grade debt securities,

In December 2023, the FASB issued Accounting Standards Update No. 2023-07, Segment Reporting — Improvements to Reportable Segment Disclosures.

The new guidance requires incremental disclosures related to a public entity’s reportable segments but does not change the definition of a segment, the method for determining segments, or the criteria for aggregating operating segments into reportable segments.

The adoption of ASU 2023-07 in 2024 did not have a material impact on our consolidated financial statements.

Our segment footnote disclosure was updated to reflect adoption of the standard.

The new guidance requires significant additional disclosures about income taxes, primarily focused on the disclosure of income taxes paid and the rate reconciliation table.

The new guidance will be effective for us beginning with our annual 2025 year-end financial statements, with early adoption permitted.

Based on our evaluation as of December 31, [removed: 2024,] [added: 2025,] we as the principal executive officer, the principal financial officer and the principal accounting officer of the Company have concluded that the Company’s disclosure controls and procedures (as defined in the Securities Exchange Act of 1934) are effective to ensure that the information required to be disclosed by the Company in the reports that it files or submits under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported as specified in Securities and Exchange Commission rules and forms.

We assessed the effectiveness of the Company’s internal control over financial reporting as of December 31, [removed: 2024.][added: 2025.]

Based on our assessment, we determined that, as of December 31, [removed: 2024,] [added: 2025,] the Company’s internal control over financial reporting was effective based on those criteria.

The effectiveness of our internal control over financial reporting as of December 31, [removed: 2024] [added: 2025] has been audited by PricewaterhouseCoopers LLP, our independent registered public accounting firm, who also audited the Company’s consolidated financial statements included in our Annual Report on Form 10-K, as stated in their report which appears on pages [removed: 114-116.][added: 113-115.]

There have been no changes in the Company’s internal control over financial reporting during the quarter ended December 31, [removed: 2024] [added: 2025] that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.

(b) During the three months ended December 31, [removed: 2024,] [added: 2025,] no director or officer of the Company adopted or terminated a “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement,” as each term is defined in Item 408(a) of Regulation S-K.

The information required by this Item is herein incorporated by reference from our Definitive Proxy Statement for the Annual Meeting of Stockholders scheduled to be held on April [removed: 17, 2025] [added: 16, 2026] appearing under the caption “Proposal One: Election of Directors” in such Definitive Proxy Statement.

- the responsibility of the Company’s [added: Chairman or] Lead Independent Director, [removed: if] [added: as] applicable, to convene, set the agenda for, and lead executive sessions of the non-management directors, pursuant to our Corporate Governance Guidelines;

Additional information about these items can be found in, and is incorporated by reference to, our Definitive Proxy Statement for the Annual Meeting of Stockholders scheduled to be held on April [removed: 17, 2025.][added: 16, 2026.]

The information required by this Item is herein incorporated by reference from our Definitive Proxy Statement for the Annual Meeting of Stockholders scheduled to be held on April [removed: 17, 2025] [added: 16, 2026] appearing under the caption “Corporate Governance – Audit Committee” of such Definitive Proxy Statement.

The information required by this Item is herein incorporated by reference from our Definitive Proxy Statement for the Annual Meeting of Stockholders scheduled to be held on April [removed: 17, 2025] [added: 16, 2026] appearing under the caption “Corporate Governance – Committee Membership and Attendance” of such Definitive Proxy Statement.

Additional information required by this Item is incorporated herein by reference from our Definitive Proxy Statement for the Annual Meeting of Stockholders scheduled to be held on April [removed: 17, 2025.][added: 16, 2026.]

Information concerning stock option awards and the number of securities remaining available for future issuance under our equity compensation plans in effect as of December 31, [removed: 2024] [added: 2025] follows:

(4)Of the number listed above, [removed: 3,674,990 (1,445,966 from the 2011 Plan and 2,229,024 from] [added: 1,303,431 shares (from] the Amended and Restated Plan) can be issued as restricted stock at December 31, [removed: 2024] [added: 2025] (giving effect to the provision that one restricted share is equivalent to [removed: 2.29 stock options in the 2011 Plan and] 3.35 stock options in the Amended and Restated Plan).

The information under the captions “Stock Ownership Information - Security Ownership of Certain Beneficial Owners of Company Common Stock” and “Stock Ownership Information - Security Ownership of Directors and Executive Officers” in our Definitive Proxy Statement for the Annual Meeting of Stockholders scheduled to be held on April [removed: 17, 2025,] [added: 16, 2026,] is herein incorporated by reference.

| Equity compensation plans approved by security holders (1) | | | 354,178 | | | | | | $ | 406.349 | | | | | $ | 4,366,493 | | | | | (2)(3)(4) | | |

| Total | | | 354,178 | | | | | | $ | 406.349 | | | | | $ | 4,366,493 | | | | | | | |

No remaining shares available may be issued from any historical equity plans with the exception of the Amended & Restated Plan.

| Equity compensation plans approved by security holders (1) | | | 375,066 | | | | | | $ | 404.615 | | | | | $ | 10,778,492 | | | | | (2)(3)(4) | | |

| Total | | | 375,066 | | | | | | $ | 404.615 | | | | | $ | 10,778,492 | | | | | | | |

The information required by this Item is herein incorporated by reference from our Definitive Proxy Statement for the Annual Meeting of Stockholders scheduled to be held on April [removed: 17, 2025] [added: 16, 2026] appearing under the captions “Certain Transactions with Management and Others” and “Corporate Governance – Director Independence” of such Definitive Proxy Statement.

The information required by this Item is herein incorporated by reference from our Definitive Proxy Statement for the Annual Meeting of Stockholders scheduled to be held on April [removed: 17, 2025] [added: 16, 2026] appearing under the caption “Audit Committee Report” of such Definitive Proxy Statement.

| | | | | | | Schedule I | | | | | | Parent Company Condensed Financial Information at December 31, [removed: 2024] [added: 2025] and [removed: 2023] [added: 2024] and for the years ended December 31, [removed: 2024, 2023] [added: 2025, 2024] and [removed: 2022] [added: 2023] | | | | | | | | | | | | | | |

| [removed: [(](https://www.sec.gov/Archives/edgar/data/49071/000119312514347186/d792515dex46.htm)[f](https://www.sec.gov/Archives/edgar/data/49071/000119312514347186/d792515dex46.htm)[)](https://www.sec.gov/Archives/edgar/data/49071/000119312514347186/d792515dex46.htm)] [added: [(f)](https://www.sec.gov/Archives/edgar/data/49071/000119312514347186/d792515dex46.htm)] | | | Ninth Supplemental Indenture, dated as of September 19, 2014, by and between Humana Inc. and The Bank of New York Mellon Trust Company, N.A., as trustee (incorporated herein by reference to Exhibit 4.6 to Humana Inc.’s Current Report on Form 8-K filed on September 19, 2014). | | |

| [removed: [(](https://www.sec.gov/Archives/edgar/data/49071/000119312517085551/d335535dex42.htm)[g](https://www.sec.gov/Archives/edgar/data/49071/000119312517085551/d335535dex42.htm)[)](https://www.sec.gov/Archives/edgar/data/49071/000119312517085551/d335535dex42.htm)] [added: [(g)](https://www.sec.gov/Archives/edgar/data/49071/000119312517085551/d335535dex42.htm)] | | | Tenth Supplemental Indenture, dated March 16, 2017, between Humana Inc. and The Bank of New York Mellon Trust Company, N.A., as trustee (incorporated herein by reference to Exhibit 4.2 to Humana Inc.’s Current Report on Form 8-K filed on March 16, 2017). | | |

| [removed: [(](https://www.sec.gov/Archives/edgar/data/49071/000119312517085551/d335535dex44.htm)[h](https://www.sec.gov/Archives/edgar/data/49071/000119312517085551/d335535dex44.htm)[)](https://www.sec.gov/Archives/edgar/data/49071/000119312517085551/d335535dex44.htm)] [added: [(h)](https://www.sec.gov/Archives/edgar/data/49071/000119312517085551/d335535dex44.htm)] | | | Eleventh Supplemental Indenture, dated March 16, 2017, between Humana Inc. and The Bank of New York Mellon Trust Company, N.A., as trustee (incorporated herein by reference to Exhibit 4.4 to Humana Inc.’s Current Report on Form 8-K filed on March 16, 2017). | | |

| [removed: [(](https://www.sec.gov/Archives/edgar/data/49071/000119312519222527/d793619dex42.htm)[i](https://www.sec.gov/Archives/edgar/data/49071/000119312519222527/d793619dex42.htm)[)](https://www.sec.gov/Archives/edgar/data/49071/000119312519222527/d793619dex42.htm)] [added: [(i)](https://www.sec.gov/Archives/edgar/data/49071/000119312519222527/d793619dex42.htm)] | | | Fourteenth Supplemental Indenture, dated August 15, 2019, between Humana Inc. and The Bank of New York Mellon Trust Company, N.A., as trustee (incorporated herein by reference to Exhibit 4.2 to Humana Inc.’s Current Report on Form 8-K filed on August 15, 2019). | | |

| [removed: [(](https://www.sec.gov/Archives/edgar/data/49071/000119312519222527/d793619dex44.htm)[j](https://www.sec.gov/Archives/edgar/data/49071/000119312519222527/d793619dex44.htm)[)](https://www.sec.gov/Archives/edgar/data/49071/000119312519222527/d793619dex44.htm)] [added: [(j)](https://www.sec.gov/Archives/edgar/data/49071/000119312519222527/d793619dex44.htm)] | | | Fifteenth Supplemental Indenture, dated August 15, 2019, between Humana Inc. and The Bank of New York Mellon Trust Company, N.A., as trustee (incorporated herein by reference to Exhibit 4.4 to Humana Inc.’s Current Report on Form 8-K filed on August 15, 2019). | | |

| [removed: [(](https://www.sec.gov/Archives/edgar/data/49071/000004907120000071/form8kex4x2linked.htm)[k](https://www.sec.gov/Archives/edgar/data/49071/000004907120000071/form8kex4x2linked.htm)[)](https://www.sec.gov/Archives/edgar/data/49071/000004907120000071/form8kex4x2linked.htm)] [added: [(k)](https://www.sec.gov/Archives/edgar/data/49071/000004907120000071/form8kex4x2linked.htm)] | | | Sixteenth Supplemental Indenture, dated March 26, 2020, between the Company and The Bank of New York Mellon Trust Company, N.A., as trustee (incorporated herein by reference to Exhibit 4.2 to Humana Inc.’s Current Report on Form 8-K, filed March 27, 2020). | | |

| [removed: [(](https://www.sec.gov/Archives/edgar/data/49071/000004907120000071/form8kex4x4linked.htm)[l](https://www.sec.gov/Archives/edgar/data/49071/000004907120000071/form8kex4x4linked.htm)[)](https://www.sec.gov/Archives/edgar/data/49071/000004907120000071/form8kex4x4linked.htm)] [added: [(l)](https://www.sec.gov/Archives/edgar/data/49071/000004907120000071/form8kex4x4linked.htm)] | | | Seventeenth Supplemental Indenture, dated March 26, 2020, between the Company and The Bank of New York Mellon Trust Company, N.A., as trustee (incorporated herein by reference to Exhibit 4.4 to Humana Inc.’s Current Report on Form 8-K, filed March 27, 2020). | | |

| [removed: [(](https://www.sec.gov/Archives/edgar/data/0000049071/000119312521235039/d161015dex44.htm)[m](https://www.sec.gov/Archives/edgar/data/0000049071/000119312521235039/d161015dex44.htm)[)](https://www.sec.gov/Archives/edgar/data/0000049071/000119312521235039/d161015dex44.htm)] [added: [(m)](https://www.sec.gov/Archives/edgar/data/0000049071/000119312521235039/d161015dex44.htm)] | | | Nineteenth Supplemental Indenture, dated August 3, 2021, between the Company and The Bank of New York Mellon Trust Company, N.A., as trustee (incorporated herein by reference to Exhibit 4.4 to Humana Inc.’s Current Report on Form 8-K filed on August 3, 2021). | | |

| [removed: [(](https://www.sec.gov/Archives/edgar/data/0000049071/000119312521235039/d161015dex46.htm)[n](https://www.sec.gov/Archives/edgar/data/0000049071/000119312521235039/d161015dex46.htm)[)](https://www.sec.gov/Archives/edgar/data/0000049071/000119312521235039/d161015dex46.htm)] [added: [(n)](https://www.sec.gov/Archives/edgar/data/0000049071/000119312521235039/d161015dex46.htm)] | | | Twentieth Supplemental Indenture, dated August 3, 2021, between the Company and The Bank of New York Mellon Trust Company, N.A., as trustee (incorporated herein by reference to Exhibit 4.6 to Humana Inc.’s Current Report on Form 8-K filed on August 3, 2021). | | |

| [removed: [(](https://www.sec.gov/Archives/edgar/data/49071/000119312522082811/d335183dex42.htm)[o](https://www.sec.gov/Archives/edgar/data/49071/000119312522082811/d335183dex42.htm)[)](https://www.sec.gov/Archives/edgar/data/49071/000119312522082811/d335183dex42.htm)] [added: [(o)](https://www.sec.gov/Archives/edgar/data/49071/000119312522082811/d335183dex42.htm)] | | | Twenty-First Supplemental Indenture, dated March 23, 2022, between the Company and The Bank of New York Mellon Trust Company, N.A., as trustee (incorporated herein by reference to Exhibit 4.2 to Humana Inc.’s Current Report on Form 8-K filed on March 23, 2022). | | |

| [removed: [(](https://www.sec.gov/Archives/edgar/data/49071/000119312522291138/d383861dex42.htm)[p](https://www.sec.gov/Archives/edgar/data/49071/000119312522291138/d383861dex42.htm)[)](https://www.sec.gov/Archives/edgar/data/49071/000119312522291138/d383861dex42.htm)] [added: [(p)](https://www.sec.gov/Archives/edgar/data/49071/000119312522291138/d383861dex42.htm)] | | | Twenty-Second Supplemental Indenture, dated November 22, 2022, between the Company and The Bank of New York Mellon Trust Company, N.A., as trustee (incorporated herein by reference to Exhibit 4.2 to Humana Inc.’s Current Report on Form 8-K filed on November 22, 2022). | | |

| [removed: [(](https://www.sec.gov/Archives/edgar/data/49071/000119312522291138/d383861dex44.htm)[q](https://www.sec.gov/Archives/edgar/data/49071/000119312522291138/d383861dex44.htm)[)](https://www.sec.gov/Archives/edgar/data/49071/000119312522291138/d383861dex44.htm)] [added: [(q)](https://www.sec.gov/Archives/edgar/data/49071/000119312522291138/d383861dex44.htm)] | | | Twenty-Third Supplemental Indenture, dated November 22, 2022, between the Company and The Bank of New York Mellon Trust Company, N.A., as trustee (incorporated herein by reference to Exhibit 4.4 to Humana Inc.’s Current Report on Form 8-K filed on November 22, 2022). | | |

| [removed: [(](https://www.sec.gov/Archives/edgar/data/49071/000119312523069153/d484848dex42.htm)[r](https://www.sec.gov/Archives/edgar/data/49071/000119312523069153/d484848dex42.htm)[)](https://www.sec.gov/Archives/edgar/data/49071/000119312523069153/d484848dex42.htm)] [added: [(r)](https://www.sec.gov/Archives/edgar/data/49071/000119312523069153/d484848dex42.htm)] | | | Twenty-Fourth Supplemental Indenture, dated March 13, 2023, between the Company and The Bank of New York Mellon Trust Company, N.A., as trustee (incorporated herein by reference to Exhibit 4.2 to Humana Inc.’s Current Report on Form 8-K filed on March 13, 2023). | | |

| [removed: [(](https://www.sec.gov/Archives/edgar/data/49071/000119312523069153/d484848dex44.htm)[s](https://www.sec.gov/Archives/edgar/data/49071/000119312523069153/d484848dex44.htm)[)](https://www.sec.gov/Archives/edgar/data/49071/000119312523069153/d484848dex44.htm)] [added: [(s)](https://www.sec.gov/Archives/edgar/data/49071/000119312523069153/d484848dex44.htm)] | | | Twenty-Fifth Supplemental Indenture, dated March 13, 2023, between the Company and The Bank of New York Mellon Trust Company, N.A., as trustee (incorporated herein by reference to Exhibit 4.4 to Humana Inc.’s Current Report on Form 8-K filed on March 13, 2023). | | |

| [removed: [(](https://www.sec.gov/Archives/edgar/data/49071/000162828023038312/exhibit42-closing8xk.htm)[t](https://www.sec.gov/Archives/edgar/data/49071/000162828023038312/exhibit42-closing8xk.htm)[)](https://www.sec.gov/Archives/edgar/data/49071/000162828023038312/exhibit42-closing8xk.htm)] [added: [(t)](https://www.sec.gov/Archives/edgar/data/49071/000162828023038312/exhibit42-closing8xk.htm)] | | | Twenty-Sixth Supplemental Indenture, dated November 9, 2023, between the Company and The Bank of New York Mellon Trust Company, N.A., as trustee (incorporated herein by reference to Exhibit 4.2 to Humana Inc.’s Current Report on Form 8-K filed on November 9, 2023). | | |

| [removed: [(](https://www.sec.gov/Archives/edgar/data/49071/000162828023038312/exhibit44-closing8xk.htm)[u](https://www.sec.gov/Archives/edgar/data/49071/000162828023038312/exhibit44-closing8xk.htm)[)](https://www.sec.gov/Archives/edgar/data/49071/000162828023038312/exhibit44-closing8xk.htm)] [added: [(u)](https://www.sec.gov/Archives/edgar/data/49071/000162828023038312/exhibit44-closing8xk.htm)] | | | Twenty-Seventh Supplemental Indenture, dated November 9, 2023, between the Company and The Bank of New York Mellon Trust Company, N.A., as trustee (incorporated herein by reference to Exhibit 4.4 to Humana Inc.’s Current Report on Form 8-K filed on November 9, 2023). | | |

| [removed: [(d)*](https://www.sec.gov/Archives/edgar/data/49071/000004907123000025/humanaseverancepolicyfinal.htm)] [added: [(](https://www.sec.gov/Archives/edgar/data/49071/000004907125000007/exhibit4x-humxdescriptiono.htm)[z](https://www.sec.gov/Archives/edgar/data/49071/000004907125000007/exhibit4x-humxdescriptiono.htm)[)](https://www.sec.gov/Archives/edgar/data/49071/000004907125000007/exhibit4x-humxdescriptiono.htm)] | | | [removed: Humana Inc. Executive Severance Policy, effective as] [added: Description] of [removed: March 1, 2023] [added: Securities] (incorporated herein by reference to Exhibit [removed: 10.3] [added: 4(x)] to Humana Inc.’s [removed: Quarterly] [added: Annual] Report on Form [removed: 10-Q] [added: 10-K] for the [removed: quarter] [added: year] ended [removed: March] [added: December] 31, [removed: 2023).] [added: 2024).] | | |

| [removed: [(f)*](https://www.sec.gov/Archives/edgar/data/49071/000119312511039288/dex10p.htm)] [added: [(](https://www.sec.gov/Archives/edgar/data/49071/000004907124000012/exhibit10ee-firstamendment.htm)[ee](https://www.sec.gov/Archives/edgar/data/49071/000004907124000012/exhibit10ee-firstamendment.htm)[)*](https://www.sec.gov/Archives/edgar/data/49071/000004907124000012/exhibit10ee-firstamendment.htm)] | | | [removed: Humana Retirement Equalization Plan, as amended] [added: First Amendment to the Amended] and [removed: restated as of January 1, 2011] [added: Restated Humana Inc. Stock Incentive Plan] (incorporated herein by reference to Exhibit [removed: 10(p)] [added: 10(ee)] to Humana [removed: Inc.’s] [added: Inc.'s] Annual Report on Form 10-K filed on [removed: February 18, 2011).] [added: December 31, 2023).] | | |

| [removed: [(k)](https://www.sec.gov/Archives/edgar/data/49071/000119312523159869/d507342dex101.htm)] [added: [(k)](https://www.sec.gov/Archives/edgar/data/49071/000004907125000042/exhibit101-2025revolving5x.htm)] | | | Five-Year [removed: $2.5] [added: $5] Billion Amended and Restated Credit Agreement, dated as of [removed: June 2, 2023,] [added: May 30, 2025,] 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 [removed: Capital Markets LLC,] [added: Bank,] U.S. Bank, National Association and Wells Fargo [removed: Securities, LLC,] [added: Bank, N.A.,] 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 (incorporated herein by reference to Exhibit 10.1 to Humana Inc.’s Current Report on Form 8-K filed on [removed: June 2, 2023)).] [added: July 30, 2025)).] | | |

| [removed: [(](https://www.sec.gov/Archives/edgar/data/49071/000119312505218181/dex101.htm)[n](https://www.sec.gov/Archives/edgar/data/49071/000119312505218181/dex101.htm)[)](https://www.sec.gov/Archives/edgar/data/49071/000119312505218181/dex101.htm)] [added: [(](https://www.sec.gov/Archives/edgar/data/49071/000119312505218181/dex101.htm)[m](https://www.sec.gov/Archives/edgar/data/49071/000119312505218181/dex101.htm)[)](https://www.sec.gov/Archives/edgar/data/49071/000119312505218181/dex101.htm)] | | | Form of CMS Coordinated Care Plan Agreement (incorporated herein by reference to Exhibit 10.1 to Humana Inc.’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2005, File No. 001-05975). | | |

| [removed: [(](https://www.sec.gov/Archives/edgar/data/49071/000119312505218181/dex102.htm)[o](https://www.sec.gov/Archives/edgar/data/49071/000119312505218181/dex102.htm)[)](https://www.sec.gov/Archives/edgar/data/49071/000119312505218181/dex102.htm)] [added: [(](https://www.sec.gov/Archives/edgar/data/49071/000119312505218181/dex102.htm)[n](https://www.sec.gov/Archives/edgar/data/49071/000119312505218181/dex102.htm)[)](https://www.sec.gov/Archives/edgar/data/49071/000119312505218181/dex102.htm)] | | | Form of CMS Private Fee for Service Agreement (incorporated herein by reference to Exhibit 10.2 to Humana Inc.’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2005, File No. 001-05975). | | |

| [removed: [(](https://www.sec.gov/Archives/edgar/data/49071/000119312505218181/dex103.htm)[p](https://www.sec.gov/Archives/edgar/data/49071/000119312505218181/dex103.htm)[)](https://www.sec.gov/Archives/edgar/data/49071/000119312505218181/dex103.htm)] [added: [(](https://www.sec.gov/Archives/edgar/data/49071/000119312505218181/dex103.htm)[o](https://www.sec.gov/Archives/edgar/data/49071/000119312505218181/dex103.htm)[)](https://www.sec.gov/Archives/edgar/data/49071/000119312505218181/dex103.htm)] | | | Addendum to Agreement Providing for the Operation of a Medicare Voluntary Prescription Drug Plan (incorporated herein by reference to Exhibit 10.3 to Humana Inc.’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2005, File No. 001-05975). | | |

| [removed: [(](https://www.sec.gov/Archives/edgar/data/49071/000119312505218181/dex104.htm)[q](https://www.sec.gov/Archives/edgar/data/49071/000119312505218181/dex104.htm)[)](https://www.sec.gov/Archives/edgar/data/49071/000119312505218181/dex104.htm)] [added: [(](https://www.sec.gov/Archives/edgar/data/49071/000119312505218181/dex104.htm)[p](https://www.sec.gov/Archives/edgar/data/49071/000119312505218181/dex104.htm)[)](https://www.sec.gov/Archives/edgar/data/49071/000119312505218181/dex104.htm)] | | | Addendum to Agreement Providing for the Operation of an Employer/Union-only Group Medicare Advantage Prescription Drug Plan (incorporated herein by reference to Exhibit 10.4 to Humana Inc.’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2005, File No. 001-05975). | | |

| [removed: [(](https://www.sec.gov/Archives/edgar/data/49071/000119312505218181/dex105.htm)[r](https://www.sec.gov/Archives/edgar/data/49071/000119312505218181/dex105.htm)[)](https://www.sec.gov/Archives/edgar/data/49071/000119312505218181/dex105.htm)] [added: [(](https://www.sec.gov/Archives/edgar/data/49071/000119312505218181/dex105.htm)[q](https://www.sec.gov/Archives/edgar/data/49071/000119312505218181/dex105.htm)[)](https://www.sec.gov/Archives/edgar/data/49071/000119312505218181/dex105.htm)] | | | Addendum to Agreement Providing for the Operation of an Employer/Union-only Group Medicare Advantage-Only Plan (incorporated herein by reference to Exhibit 10.5 to Humana Inc.’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2005, File No. 001-05975). | | |

| [removed: [(](https://www.sec.gov/Archives/edgar/data/49071/000119312505218181/dex106.htm)[s](https://www.sec.gov/Archives/edgar/data/49071/000119312505218181/dex106.htm)[)](https://www.sec.gov/Archives/edgar/data/49071/000119312505218181/dex106.htm)] [added: [(](https://www.sec.gov/Archives/edgar/data/49071/000119312505218181/dex106.htm)[r](https://www.sec.gov/Archives/edgar/data/49071/000119312505218181/dex106.htm)[)](https://www.sec.gov/Archives/edgar/data/49071/000119312505218181/dex106.htm)] | | | Addendum to Agreement Providing for the Operation of a Medicare Advantage Regional Coordinated Care Plan (incorporated herein by reference to Exhibit 10.6 to Humana Inc.’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2005, File No. 001-05975). | | |

| [removed: [(](https://www.sec.gov/Archives/edgar/data/49071/000119312506045135/dex10nn.htm)[t](https://www.sec.gov/Archives/edgar/data/49071/000119312506045135/dex10nn.htm)[)](https://www.sec.gov/Archives/edgar/data/49071/000119312506045135/dex10nn.htm)] [added: [(](https://www.sec.gov/Archives/edgar/data/49071/000119312506045135/dex10nn.htm)[s](https://www.sec.gov/Archives/edgar/data/49071/000119312506045135/dex10nn.htm)[)](https://www.sec.gov/Archives/edgar/data/49071/000119312506045135/dex10nn.htm)] | | | Explanatory Note regarding Medicare Prescription Drug Plan Contracts between Humana and CMS (incorporated herein by reference to Exhibit 10(nn) to Humana Inc.’s Annual Report on Form 10-K for the fiscal year ended December 31, 2005, File No. 001-05975). | | |

| [removed: [(](https://www.sec.gov/Archives/edgar/data/49071/000119312511057037/ddef14a.htm)[u](https://www.sec.gov/Archives/edgar/data/49071/000119312511057037/ddef14a.htm)[)*](https://www.sec.gov/Archives/edgar/data/49071/000119312511057037/ddef14a.htm)] [added: [(](https://www.sec.gov/Archives/edgar/data/49071/000119312511057037/ddef14a.htm)[t](https://www.sec.gov/Archives/edgar/data/49071/000119312511057037/ddef14a.htm)[)*](https://www.sec.gov/Archives/edgar/data/49071/000119312511057037/ddef14a.htm)] | | | Humana Inc. 2011 Stock Incentive Plan (incorporated herein by reference to Appendix A to Humana Inc.’s Proxy Statement with respect to the Annual Meeting of Stockholders held on April 21, 2011). | | |

| [removed: [(](https://www.sec.gov/Archives/edgar/data/49071/000004907124000025/exhibit101transitionsepara.htm)[v](https://www.sec.gov/Archives/edgar/data/49071/000004907124000025/exhibit101transitionsepara.htm)[)*](https://www.sec.gov/Archives/edgar/data/49071/000004907124000025/exhibit101transitionsepara.htm)] [added: [(](https://www.sec.gov/Archives/edgar/data/49071/000004907124000025/exhibit101transitionsepara.htm)[u](https://www.sec.gov/Archives/edgar/data/49071/000004907124000025/exhibit101transitionsepara.htm)[)*](https://www.sec.gov/Archives/edgar/data/49071/000004907124000025/exhibit101transitionsepara.htm)] | | | Transition & Separation Agreement, dated as of May 13, 2024, by and between Humana Inc. and Bruce D. Broussard (incorporated herein by reference to Exhibit 10.1 to Humana Inc.’s on Form 8-K filed on May 13, 2024). | | |

| [removed: [(w)*†](https://www.sec.gov/Archives/edgar/data/49071/000004907125000007/exhibit10w-sdiamondtransit.htm)] [added: [(](https://www.sec.gov/Archives/edgar/data/49071/000004907125000007/exhibit10w-sdiamondtransit.htm)[v](https://www.sec.gov/Archives/edgar/data/49071/000004907125000007/exhibit10w-sdiamondtransit.htm)[)*](https://www.sec.gov/Archives/edgar/data/49071/000004907125000007/exhibit10w-sdiamondtransit.htm)] | | | Transition & Separation Agreement, dated as of December 2, 2024, by and between Humana Inc. and Susan [removed: Diamond.] [added: Diamond (incorporated herein by reference to Exhibit 10(w) to Humana Inc.’s Annual Report on Form 10-K for the year ended December 31, 2024).] | | |

| [removed: [(x)*†](https://www.sec.gov/Archives/edgar/data/49071/000004907125000007/exhibit10x-cmelletofferlet.htm)] [added: [(](https://www.sec.gov/Archives/edgar/data/49071/000004907125000007/exhibit10x-cmelletofferlet.htm)[w](https://www.sec.gov/Archives/edgar/data/49071/000004907125000007/exhibit10x-cmelletofferlet.htm)[)*](https://www.sec.gov/Archives/edgar/data/49071/000004907125000007/exhibit10x-cmelletofferlet.htm)] | | | Offer Letter, dated as of November 20, 2024, by and between Humana Inc. and Celeste [removed: Mellet.] [added: Mellet (incorporated herein by reference to Exhibit 10(x) to Humana Inc.’s Annual Report on Form 10-K for the year ended December 31, 2024).] | | |

| [removed: [(](https://www.sec.gov/Archives/edgar/data/49071/000004907119000023/hum-20181231x10kxex10aa.htm)[y](https://www.sec.gov/Archives/edgar/data/49071/000004907119000023/hum-20181231x10kxex10aa.htm)[)*](https://www.sec.gov/Archives/edgar/data/49071/000004907119000023/hum-20181231x10kxex10aa.htm)] [added: [(](https://www.sec.gov/Archives/edgar/data/49071/000004907119000023/hum-20181231x10kxex10aa.htm)[x](https://www.sec.gov/Archives/edgar/data/49071/000004907119000023/hum-20181231x10kxex10aa.htm)[)*](https://www.sec.gov/Archives/edgar/data/49071/000004907119000023/hum-20181231x10kxex10aa.htm)] | | | Humana Inc. Change in Control Policy, effective March 1, 2019 (incorporated herein by reference to Exhibit 10(aa) to Humana Inc.’s Annual Report on Form 10-K filed on February 21, 2019). | | |

| [removed: [(](https://www.sec.gov/Archives/edgar/data/49071/000004907114000121/humana8-k10062014ex10.htm)[z](https://www.sec.gov/Archives/edgar/data/49071/000004907114000121/humana8-k10062014ex10.htm)[)](https://www.sec.gov/Archives/edgar/data/49071/000004907114000121/humana8-k10062014ex10.htm)] [added: [(](https://www.sec.gov/Archives/edgar/data/49071/000004907114000121/humana8-k10062014ex10.htm)[y](https://www.sec.gov/Archives/edgar/data/49071/000004907114000121/humana8-k10062014ex10.htm)[)](https://www.sec.gov/Archives/edgar/data/49071/000004907114000121/humana8-k10062014ex10.htm)] | | | Form of Commercial Paper Dealer Agreement between Humana Inc., as Issuer, and the Dealer party thereto (incorporated herein by reference to Exhibit 10.1 to Humana Inc.’s current report on Form 8-K filed on October 7, 2014). | | |

| [removed: [(](https://www.sec.gov/Archives/edgar/data/49071/000004907116000117/hum-20151231x10kxex10jj.htm)[aa](https://www.sec.gov/Archives/edgar/data/49071/000004907116000117/hum-20151231x10kxex10jj.htm)[)*](https://www.sec.gov/Archives/edgar/data/49071/000004907116000117/hum-20151231x10kxex10jj.htm)] [added: [(](https://www.sec.gov/Archives/edgar/data/49071/000004907116000117/hum-20151231x10kxex10jj.htm)[z](https://www.sec.gov/Archives/edgar/data/49071/000004907116000117/hum-20151231x10kxex10jj.htm)[)*](https://www.sec.gov/Archives/edgar/data/49071/000004907116000117/hum-20151231x10kxex10jj.htm)] | | | Form of Company's Stock Option Agreement under the 2011 Stock Incentive Plan (Incentive Stock Options) (incorporated herein by reference to Exhibit 10(jj) to Humana Inc.’s Annual Report on Form 10-K for the fiscal year ended December 31, 2015). | | |

| [removed: [(](https://www.sec.gov/Archives/edgar/data/49071/000004907116000117/hum-20151231x10kxex10kk.htm)[bb](https://www.sec.gov/Archives/edgar/data/49071/000004907116000117/hum-20151231x10kxex10kk.htm)[)*](https://www.sec.gov/Archives/edgar/data/49071/000004907116000117/hum-20151231x10kxex10kk.htm)] [added: [(](https://www.sec.gov/Archives/edgar/data/49071/000004907116000117/hum-20151231x10kxex10kk.htm)[aa](https://www.sec.gov/Archives/edgar/data/49071/000004907116000117/hum-20151231x10kxex10kk.htm)[)*](https://www.sec.gov/Archives/edgar/data/49071/000004907116000117/hum-20151231x10kxex10kk.htm)] | | | Form of Company's Stock Option Agreement under the 2011 Stock Incentive Plan (Non-Qualified Stock Options with Non-Compete/Non-Solicit) (incorporated herein by reference to Exhibit 10(kk) to Humana Inc.’s Annual Report on Form 10-K for the fiscal year ended December 31, 2015). | | |

| [removed: [(](https://www.sec.gov/Archives/edgar/data/49071/000004907119000023/hum-20181231x10kxex10hh.htm)[cc](https://www.sec.gov/Archives/edgar/data/49071/000004907119000023/hum-20181231x10kxex10hh.htm)[)*](https://www.sec.gov/Archives/edgar/data/49071/000004907119000023/hum-20181231x10kxex10hh.htm)] [added: [(](https://www.sec.gov/Archives/edgar/data/49071/000004907119000023/hum-20181231x10kxex10hh.htm)[bb](https://www.sec.gov/Archives/edgar/data/49071/000004907119000023/hum-20181231x10kxex10hh.htm)[)*](https://www.sec.gov/Archives/edgar/data/49071/000004907119000023/hum-20181231x10kxex10hh.htm)] | | | Form of Company’s Incentive Stock Option Agreement and Agreement not to Compete or Solicit under the 2011 Stock Incentive Plan (incorporated herein by reference to Exhibit 10(hh) to Humana Inc.’s Annual Report on Form 10-K filed on February 21, 2019). | | |

| [removed: [(](https://www.sec.gov/Archives/edgar/data/49071/000004907119000023/hum-20181231x10kxex10ii.htm)[dd](https://www.sec.gov/Archives/edgar/data/49071/000004907119000023/hum-20181231x10kxex10ii.htm)[)*](https://www.sec.gov/Archives/edgar/data/49071/000004907119000023/hum-20181231x10kxex10ii.htm)] [added: [(](https://www.sec.gov/Archives/edgar/data/49071/000004907119000023/hum-20181231x10kxex10ii.htm)[cc](https://www.sec.gov/Archives/edgar/data/49071/000004907119000023/hum-20181231x10kxex10ii.htm)[)*](https://www.sec.gov/Archives/edgar/data/49071/000004907119000023/hum-20181231x10kxex10ii.htm)] | | | Form of Company’s Stock Option Agreement and Agreement not to Compete or Solicit under the 2011 Stock Incentive Plan (Non-Qualified Stock Options) (incorporated herein by reference to Exhibit 10(ii) to Humana Inc.’s Annual Report on Form 10-K filed on February 21, 2019). | | |

| [removed: [(](https://www.sec.gov/Archives/edgar/data/49071/000119312519064676/d662496ddef14a.htm)[ee](https://www.sec.gov/Archives/edgar/data/49071/000119312519064676/d662496ddef14a.htm)[)*](https://www.sec.gov/Archives/edgar/data/49071/000119312519064676/d662496ddef14a.htm)] [added: [(](https://www.sec.gov/Archives/edgar/data/49071/000119312519064676/d662496ddef14a.htm)[dd](https://www.sec.gov/Archives/edgar/data/49071/000119312519064676/d662496ddef14a.htm)[)*](https://www.sec.gov/Archives/edgar/data/49071/000119312519064676/d662496ddef14a.htm)] | | | Amended and Restated Humana Inc. Stock Incentive Plan (incorporated herein by reference to Appendix A to Humana Inc.’s Proxy Statement with respect to the Annual Meeting of Stockholders held on April 18, 2019). | | |

| [removed: [(](https://www.sec.gov/Archives/edgar/data/49071/000004907124000012/exhibit10ee-firstamendment.htm)[ff](https://www.sec.gov/Archives/edgar/data/49071/000004907124000012/exhibit10ee-firstamendment.htm)[)*](https://www.sec.gov/Archives/edgar/data/49071/000004907124000012/exhibit10ee-firstamendment.htm)] [added: [(](https://www.sec.gov/Archives/edgar/data/49071/000004907124000012/exhibit10oo-annualiso3yr33.htm)[mm](https://www.sec.gov/Archives/edgar/data/49071/000004907124000012/exhibit10oo-annualiso3yr33.htm)[)*](https://www.sec.gov/Archives/edgar/data/49071/000004907124000012/exhibit10oo-annualiso3yr33.htm)] | | | [removed: First Amendment] [added: Form of Company’s Incentive Stock Option Agreement and Agreement not] to [added: Compete or Solicit under] the Amended and Restated Humana Inc. Stock Incentive Plan (incorporated herein by reference to Exhibit [removed: 10(ee)] [added: 10(oo)] to Humana Inc.'s Annual Report on Form 10-K [removed: filed on] [added: for the year ended] December 31, 2023). | | |

| [removed: [(](https://www.sec.gov/Archives/edgar/data/49071/000004907119000061/hum20190331ex105.htm)[gg](https://www.sec.gov/Archives/edgar/data/49071/000004907119000061/hum20190331ex105.htm)[)*](https://www.sec.gov/Archives/edgar/data/49071/000004907119000061/hum20190331ex105.htm)] [added: [(](https://www.sec.gov/Archives/edgar/data/49071/000004907119000061/hum20190331ex105.htm)[ff](https://www.sec.gov/Archives/edgar/data/49071/000004907119000061/hum20190331ex105.htm)[)*](https://www.sec.gov/Archives/edgar/data/49071/000004907119000061/hum20190331ex105.htm)] | | | Form of Company’s Incentive Stock Option Agreement and Agreement not to Compete or Solicit under the Amended and Restated Humana Inc. Stock Incentive Plan (incorporated herein by reference to Exhibit 10.5 to Humana Inc.’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2019). | | |

| [(x)](https://www.sec.gov/Archives/edgar/data/49071/000162828025010583/exhibit42-bondoffering8xk.htm) | | | Thirtieth Supplemental Indenture, dated March 5, 2025, between Humana Inc. and The Bank of New York Mellon Trust Company, N.A., as trustee (incorporated herein by reference to Exhibit 4.2 to Humana Inc.’s Current Report on Form 8-K filed on March 5, 2025). | | |

| [(y)](https://www.sec.gov/Archives/edgar/data/49071/000162828025010583/exhibit44-bondoffering8xk.htm) | | | Thirty-First Supplemental Indenture, dated March 5, 2025, between Humana Inc. and The Bank of New York Mellon Trust Company, N.A., as trustee (incorporated herein by reference to Exhibit 4.4 to Humana Inc.’s Current Report on Form 8-K filed on March 5, 2025). | | |

| [(d)*†](https://www.sec.gov/Archives/edgar/data/49071/000004907126000009/ex10d-humanaseverancepolic.htm) | | | Humana Inc. Executive Severance Policy, effective as amended February 18, 2026. | | |

| [(f)*†](https://www.sec.gov/Archives/edgar/data/49071/000004907126000009/ex10f-humanaretirementequa.htm) | | | Humana Retirement Equalization Plan, as amended and restated as of January 1, 2026. | | |

| [(l)*†](https://www.sec.gov/Archives/edgar/data/49071/000004907126000009/exhibit10l-renaudintransit.htm) | | | Transition & Separation Agreement, dated as of December 15, 2025, by and between Humana Inc. and George Renaudin. | | |

| [(oo)*†](https://www.sec.gov/Archives/edgar/data/49071/000004907126000009/ex10oo-humanadcpfornonxeed.htm) | | | Amendment 2025-1 to the Humana Inc. Deferred Compensation Plan for Non-Employee Directors, effective as of January 1, 2026. | | |

| [(pp)*†](https://www.sec.gov/Archives/edgar/data/49071/000004907126000009/ex10ppsecondamendment251112.htm) | | | Second Amendment to the Humana Inc. Deferred Compensation Plan, effective as of January 1, 2026. | | |

| | | | | | |

| | | | | | |

| | | | | | |

| --- | --- | --- | --- | --- | --- |

| | | | | | |

| | | | 2025 | | | | | | 2024 | | |

| Loss on sale of business | | | 67 | | | | | | — | | | | | | — | | |

| Net income attributable to Humana | | | $ | 1,188 | | | | | $ | 1,207 | | | | | $ | 2,489 | |

| | | | 2025 | | | | | | 2024 | | | | | | 2023 | | |

| Proceeds from sale of business | | | 115 | | | | | | — | | | | | | — | | |

| Changes in securities lending collateral | | | (2) | | | | | | — | | | | | | — | | |

| Changes in securities lending payable | | | 2 | | | | | | — | | | | | | — | | |

Intercompany Note

In December 2025, we entered into a $665 million note payable in relation to self-insured arrangements with Managed Care Indemnity, Inc., our wholly-owned captive subsidiary.

The note matures in one year due December 2026, bearing interest at Term SOFR or the base rate plus a spread.

The SOFR spread varies depending on our credit ratings ranging from 79.5 to 130.0 basis points.

As of December 31, 2025, our SOFR spread was 101.5 basis points.

billion and $11.4 billion, respectively.

| [(x)†](https://www.sec.gov/Archives/edgar/data/49071/000004907125000007/exhibit4x-humxdescriptiono.htm) | | | Description of Securities. | | |

| [(l)](https://www.sec.gov/Archives/edgar/data/49071/000119312524155138/d768337dex102.htm) | | | 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 (incorporated herein by reference to Exhibit 10.2 to Humana Inc.'s Current Report on Form 8-K filed on June 5, 2024). | | |

| [(](https://www.sec.gov/Archives/edgar/data/49071/000119312524155138/d768337dex101.htm)[m](https://www.sec.gov/Archives/edgar/data/49071/000119312524155138/d768337dex101.htm)[)](https://www.sec.gov/Archives/edgar/data/49071/000119312524155138/d768337dex101.htm) | | | 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 (incorporated herein by reference to Exhibit 10.1 to Humana Inc.'s Current Report on Form 8-K filed on June 5, 2024). | | |

| [19.1†](https://www.sec.gov/Archives/edgar/data/49071/000004907125000007/exhibit191-policyregarding.htm) | | | Policy Regarding Transactions in Company Securities, Inside Information and Confidentiality as of December 2023. | | |

| | | | Date: | | | | | | February [removed: 20, 2025] [added: 19, 2026] | | |

| /s/ CELESTE M. MELLET | | | | | | Chief Financial Officer (Principal Financial Officer) | | | | | | February [removed: 20, 2025] [added: 19, 2026] | | |

| /s/ JOHN-PAUL W. FELTER | | | | | | Senior Vice President, Chief Accounting Officer and Controller (Principal Accounting Officer) | | | | | | February [removed: 20, 2025] [added: 19, 2026] | | |

| /s/ JAMES A. RECHTIN | | | | | | President and Chief Executive Officer, Director (Principal Executive Officer) | | | | | | February [removed: 20, 2025] [added: 19, 2026] | | |

| /s/ KURT J. HILZINGER | | | | | | Chairman of the Board | | | | | | February [removed: 20, 2025] [added: 19, 2026] | | |

| /s/ RAQUEL C. BONO, M.D. | | | | | | Director | | | | | | February [removed: 20, 2025] [added: 19, 2026] | | |

| /s/ FRANK A. D’AMELIO | | | | | | Director | | | | | | February [removed: 20, 2025] [added: 19, 2026] | | |

| /s/ DAVID T. FEINBERG, M.D. | | | | | | Director | | | | | | February [removed: 20, 2025] [added: 19, 2026] | | |

| /s/ WAYNE A. I. FREDERICK, M.D. | | | | | | Director | | | | | | February [removed: 20, 2025] [added: 19, 2026] | | |

| /s/ JOHN W. GARRATT | | | | | | Director | | | | | | February [removed: 20, 2025] [added: 19, 2026] | | |

| /s/ KAREN W. KATZ | | | | | | Director | | | | | | February [removed: 20, 2025] [added: 19, 2026] | | |

| /s/ MARCY S. KLEVORN | | | | | | Director | | | | | | February [removed: 20, 2025] [added: 19, 2026] | | |

| /s/ JORGE S. MESQUITA | | | | | | Director | | | | | | February [removed: 20, 2025] [added: 19, 2026] | | |

| /s/ [removed: BRAD D.] [added: GORDON] SMITH | | | | | | Director | | | | | | February [removed: 20, 2025] [added: 19, 2026] | | |

| | | | | | | | | | | | | | | |

| Brad D. Smith | | | | | | | | | | | | | | |

| /s/ GORDON SMITH | | | | | | Director | | | | | | February 20, 2025 | | |