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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q


☒			QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended March 31, 2026


☐			TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to

Commission file number 1-5975

HUMANA INC.


(Exact name of registrant as specified in its charter)


Delaware						61-0647538
(State or other jurisdiction of incorporation or organization)						(I.R.S. Employer Identification No.)

101 East Main Street

Louisville, Kentucky 40202

(Address of principal executive offices, including zip code)

(502) 580-1000

(Registrant’s telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act:


Title of each class			Trading Symbol			Name of each exchange on which registered
Common stock, $0.16 2/3 par value			HUM			New York Stock Exchange

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and "emerging growth company" in Rule 12b-2 of the Exchange Act.


Large accelerated filer	☒	Accelerated filer	☐

Non-accelerated filer	☐	Smaller reporting company	☐

Emerging growth company	☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes ☐ No ☒

Indicate the number of shares outstanding of each of the issuer’s classes of common stock as of the latest practicable date.


Class of Common Stock			Outstanding at March 31, 2026
$0.16 2/3 par value			120,061,500 shares

Table of Contents

Humana Inc.

FORM 10-Q

MARCH 31, 2026

INDEX


		Page
Part I: Financial Information
Item 1.	Financial Statements

	Condensed Consolidated Balance Sheets (Unaudited) at March 31, 2026 and December 31, 2025	3

	Condensed Consolidated Statements of Income (Unaudited) for the three months ended March 31, 2026 and 2025	4

	Condensed Consolidated Statements of Comprehensive Income (Unaudited) for the three months ended March 31, 2026 and 2025	5

	Condensed Consolidated Statements of Stockholders' Equity (Unaudited) for the three months ended March 31, 2026 and 2025	6

	Condensed Consolidated Statements of Cash Flows (Unaudited) for the three months ended March 31, 2026 and 2025	7

	Notes to Condensed Consolidated Financial Statements (Unaudited)	9

Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	31

Item 3.	Quantitative and Qualitative Disclosures about Market Risk	45

Item 4.	Controls and Procedures	45

Part II: Other Information

Item 1.	Legal Proceedings	46

Item 1A.	Risk Factors	46

Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	46

Item 3.	Defaults Upon Senior Securities	46

Item 4.	Mine Safety Disclosures	46

Item 5.	Other Information	47

Item 6.	Exhibits	48

	Signatures	49

	Certifications

Humana Inc.

CONDENSED CONSOLIDATED BALANCE SHEETS

(Unaudited)


	March 31, 2026		December 31, 2025
	(in millions, except share amounts)
ASSETS
Current assets:
Cash and cash equivalents	$	4,951	$	4,200
Investment securities	17,014		15,703
Receivables, net of allowances of $102 in 2026 and $108 in 2025	5,218		3,270
Other current assets	10,897		9,560

Total current assets	38,080		32,733
Property and equipment, net	2,170		2,231
Long-term investment securities	626		493
Equity method investments	633		638
Goodwill	10,489		9,686
Other long-term assets	3,282		3,128

Total assets	$	55,280	$	48,909
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Benefits payable	$	12,691	$	9,967
Trade accounts payable and accrued expenses	6,531		5,717
Book overdraft	297		306
Unearned revenues	269		356
Short-term debt	1,719		—

Total current liabilities	21,507		16,346
Long-term debt	12,274		12,369
Other long-term liabilities	2,853		2,457

Total liabilities	36,634		31,172

Commitments and Contingencies (Note 13)
Stockholders’ equity:
Preferred stock, $1 par; 10,000,000 shares authorized; none issued	—		—
Common stock, $0.16 2/3 par; 300,000,000 shares authorized; 198,719,832 shares issued at March 31, 2026 and 198,719,321 shares issued at December 31, 2025	33		33
Capital in excess of par value	3,641		3,600
Retained earnings	30,153		29,075
Accumulated other comprehensive loss	(731)		(633)
Treasury stock, at cost, 78,658,332 shares at March 31, 2026 and 78,128,009 shares at December 31, 2025	(14,516)		(14,418)
Total stockholders' equity	18,580		17,657
Noncontrolling interests	66		80
Total equity	18,646		17,737
Total liabilities and equity	$	55,280	$	48,909

See accompanying notes to condensed consolidated financial statements.

Humana Inc.

CONDENSED CONSOLIDATED STATEMENTS OF INCOME

(Unaudited)


	Three months ended March 31,
		2026		2025
		(in millions, except per share results)
Revenues:
Premiums		$	37,709	$	30,514
Services		1,677		1,334
Investment income		262		264
Total revenues		39,648		32,112
Operating expenses:
Benefits		33,707		26,535
Operating costs		4,024		3,380
Depreciation and amortization		163		183
Total operating expenses		37,894		30,098
Income from operations		1,754		2,014

Interest expense		193		160
Other (income) expense, net		(34)		163
Income before income taxes and equity in net losses		1,595		1,691
Provision for income taxes		395		406
Equity in net losses		(16)		(43)
Net income		$	1,184	$	1,242
Net loss attributable to noncontrolling interests		2		2
Net income attributable to Humana		$	1,186	$	1,244
Basic earnings per common share		$	9.85	$	10.31
Diluted earnings per common share		$	9.83	$	10.30

See accompanying notes to condensed consolidated financial statements.

Humana Inc.

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

(Unaudited)


	Three months ended March 31,
		2026		2025
		(in millions)
Net income attributable to Humana		$	1,186	$	1,244
Other comprehensive (loss) income:
Change in gross unrealized investment (losses) gains		(123)		258
Effect of income taxes		26		(58)
Total change in unrealized investment (losses) gains, net of tax		(97)		200
Reclassification adjustment for net realized (losses)		(1)		(2)
Effect of income taxes		—		1
Total reclassification adjustment, net of tax		(1)		(1)
Other comprehensive (loss) income, net of tax		(98)		199


Comprehensive income attributable to Humana		$	1,088	$	1,443

See accompanying notes to condensed consolidated financial statements.

Humana Inc.

CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY

(Unaudited)



	Common Stock			Capital In Excess of Par Value		Retained Earnings		Accumulated Other Comprehensive Loss		Treasury Stock		Total Stockholders' Equity		Noncontrolling Interests		Total Equity
	Issued Shares	Amount
	(dollars in millions, share amounts in thousands)
Three months ended March 31, 2026
Balances, December 31, 2025	198,719	$	33	$	3,600	$	29,075	$	(633)	$	(14,418)	$	17,657	$	80	$	17,737
Net income						1,186						1,186		(2)		1,184
Distribution to noncontrolling interest holders, net												—		(12)		(12)


Other comprehensive loss								(98)				(98)				(98)
Common stock repurchases				—						(108)		(108)				(108)
Dividends and dividend equivalents				—		(108)						(108)				(108)
Stock-based compensation				51								51				51
Restricted stock unit vesting	1	—		(10)						10		—				—

Balances, March 31, 2026	198,720	$	33	$	3,641	$	30,153	$	(731)	$	(14,516)	$	18,580	$	66	$	18,646

Three months ended March 31, 2025
Balances, December 31, 2024	198,719	$	33	$	3,463	$	28,317	$	(1,067)	$	(14,371)	$	16,375	$	70	$	16,445
Net income						1,244						1,244		(2)		1,242



Other comprehensive income								199				199				199
Common stock repurchases				—						(9)		(9)				(9)
Dividends and dividend equivalents				—		(108)						(108)				(108)
Stock-based compensation				50								50				50
Restricted stock unit vesting	—	—		(16)						16		—				—

Balances, March 31, 2025	198,719	$	33	$	3,497	$	29,453	$	(868)	$	(14,364)	$	17,751	$	68	$	17,819

See accompanying notes to condensed consolidated financial statements.

Humana Inc.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)


	For the three months ended March 31,
	2026		2025
	(in millions)
Cash flows from operating activities
Net income	$	1,184	$	1,242
Adjustments to reconcile net income to net cash provided by operating activities:

Losses (gains) on investment securities, net	1		(2)

Equity in net losses	16		43
Stock-based compensation	51		49
Depreciation	183		200
Amortization	11		15
Impairment of property and equipment	2		9


Changes in operating assets and liabilities, net of effect of businesses acquired:
Receivables	(1,914)		(1,755)
Other assets	(1,390)		(686)
Benefits payable	2,724		1,011
Other liabilities	452		193
Unearned revenues	(87)		5
Other, net	21		7
Net cash provided by operating activities	1,254		331
Cash flows from investing activities

Acquisitions, net of cash acquired	(911)		—
Purchases of property and equipment, net	(121)		(95)
Purchases of investment securities	(2,894)		(827)
Proceeds from maturities of investment securities	923		889
Proceeds from sales of investment securities	395		522
Changes in securities lending collateral receivable	55		(175)
Net cash (used in) provided by investing activities	(2,553)		314
Cash flows from financing activities
Receipts (payments) from contract deposits, net	673		(35)
Proceeds from issuance of notes, net	990		1,481
Repayments of notes	(10)		—
Proceeds (repayments) from issuance of commercial paper, net	693		(4)




Debt issue costs	—		(3)
Change in book overdraft	(9)		(33)
Common stock repurchases	(107)		(9)
Dividends paid	(107)		(108)
Changes in securities lending payable	(55)		175
Changes in rebate factor payable	—		(68)
Other	(18)		(12)
Net cash provided by financing activities	2,050		1,384
Increase in cash and cash equivalents	751		2,029
Cash and cash equivalents at beginning of period	4,200		2,221
Cash and cash equivalents at end of period	$	4,951	$	4,250

See accompanying notes to condensed consolidated financial statements.

Humana Inc.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS—(Continued)

(Unaudited)


	For the three months ended March 31,
	2026		2025
	(in millions)
Supplemental cash flow disclosures:
Interest payments	$	142	$	143

Details of businesses acquired in purchase transactions:
Fair value of assets acquired, net of cash acquired	$	966	$	—
Less: Fair value of liabilities assumed	(55)		—


Cash paid for acquired businesses, net of cash acquired	$	911	$	—

See accompanying notes to condensed consolidated financial statements.

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Humana Inc.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

1. BASIS OF PRESENTATION AND SIGNIFICANT EVENTS

The accompanying unaudited condensed consolidated financial statements are presented in accordance with generally accepted accounting principles for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the disclosures normally required by accounting principles generally accepted in the United States of America, or GAAP, or those normally made in an Annual Report on Form 10-K. The year-end condensed consolidated balance sheet data was derived from audited financial statements but does not include all disclosures required by GAAP. This Form 10-Q should be read in conjunction with our audited Consolidated Financial Statements and Notes as of and for the year ended December 31, 2025 included in our 2025 Annual Report on Form 10-K that was filed with the Securities and Exchange Commission, or the SEC, on February 19, 2026. We refer to this Form 10-K as the “2025 Form 10-K” in this document. References throughout this document to “we,” “us,” “our,” “Company,” and “Humana” mean Humana Inc. and its subsidiaries.

The preparation of our condensed consolidated financial statements in accordance with GAAP requires us to make estimates and assumptions that affect the amounts reported in the unaudited condensed consolidated financial statements and accompanying notes. The areas involving the most significant use of estimates are the estimation of benefits payable, the impact of risk adjustment provisions related to our Medicare contracts, the valuation and related impairment recognition of investment securities, and the valuation and related impairment recognition of long-lived assets, including goodwill and indefinite-lived intangible assets. These estimates are based on knowledge of current events and anticipated future events, and accordingly, actual results may ultimately differ materially from those estimates. For additional information regarding accounting policies considered in preparing our consolidated financial statements, refer to Note 2 to the audited Consolidated Financial Statements included in Part II, Item 8, "Financial Statements and Supplementary Data" in our 2025 Form 10-K.

The financial information has been prepared in accordance with our customary accounting practices and has not been audited. In our opinion, the information presented reflects all adjustments necessary for a fair statement of interim results. All such adjustments are of a normal and recurring nature.

Max Health Acquisition

On February 13, 2026, we acquired MaxHealth, a Florida-based primary care organization, for cash consideration of approximately $908 million, net of cash acquired. For additional information regarding acquisitions, refer to Note 3 to the unaudited Condensed Consolidated Financial Statements included in Part I, Item 1, "Financial Statements" of this Form 10-Q.

Value Creation Initiative****s

In order to create capacity to fund growth in our businesses, we committed to drive additional value for the enterprise through cost saving and productivity initiatives. 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.

As a result of these initiatives, we recorded charges of $98 million and $24 million for the three months ended March 31, 2026 and 2025, respectively, within operating costs in the consolidated statements of income. The charges primarily relate to external consulting spend, severance and other employee related charges in connection with workforce optimization, and asset impairments for the three months ended March 31, 2026 and 2025. We expect to incur additional charges over the course of the program.

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Humana Inc.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

(Unaudited)

Revenue Recognition

Our revenues include premiums and services revenue. Services revenue includes administrative service fees that are recorded based upon established per member per month rates and the number of members for the month and are recognized as services are provided for the month. Additionally, services revenue includes net patient services revenue that is recorded based upon established billing rates, less allowances for contractual adjustments, and is recognized as services are provided. For additional information regarding our revenues, refer to Note 2 to the audited Consolidated Financial Statements included in Part II, Item 8, "Financial Statements and Supplementary Data" in our 2025 Form 10-K. For additional information regarding disaggregation of revenue by segment and type, refer to Note 14 to the unaudited Condensed Consolidated Financial Statements included in Part I, Item 1, "Financial Statements" of this Form 10-Q.

At March 31, 2026, accounts receivable related to services were $324 million. For the three months ended March 31, 2026, we had no material bad-debt expense and there were no material contract assets, contract liabilities or deferred contract costs recorded on the condensed consolidated balance sheet.

For the three months ended March 31, 2026, services revenue recognized from performance obligations related to prior periods, such as due to changes in transaction price, was not material. Further, services revenue expected to be recognized in any future year related to remaining performance obligations was not material.

Reinsurance

During 2025 and 2026, we entered into agreements with unrelated insurers that do not qualify for reinsurance accounting under GAAP, and are accounted for using deposit accounting. These contracts minimize the risk of catastrophic loss, reducing capital and surplus requirements. Total deposit assets and liabilities related to these reinsurance agreements that do not qualify for reinsurance accounting under GAAP are not material at March 31, 2026.

2. RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS

Accounting Pronouncements Effective in Future Periods

In November 2024, the FASB issued Accounting Standards Update No. 2024-03 — Income Statement — Reporting Comprehensive Income — Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses. The new guidance requires significant additional disclosures disaggregating certain costs and expenses including purchases of inventory, employee compensation, depreciation, and intangible asset amortization. The new guidance requires prospective application (with retrospective application permitted). The new guidance will be effective for us beginning with our annual 2027 year-end financial statements, with early adoption permitted. We are currently evaluating the 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. The new guidance requires prospective application (with retrospective application permitted). The new guidance will be effective for us beginning with our interim 2028 financial statements, with early adoption permitted. We are currently evaluating the impact on our consolidated results of operations, financial position, and cash flows.

There are no other recently issued accounting standards that apply to us or that are expected to have a material impact on our results of operations, financial condition, or cash flows.

3. ACQUISITIONS AND DIVESTITURES

On February 13, 2026, we acquired MaxHealth, a leading primary care platform focused on providing high-quality, integrated care to adults and senior patients throughout Florida, for cash consideration of approximately $908 million, net of cash acquired. This resulted in a preliminary purchase price allocation to goodwill of

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Humana Inc.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

(Unaudited)

approximately $800 million, other intangible assets of $71 million, and net tangible assets acquired of $59 million. The other intangible assets, which primarily consist of member relationships and trade names, have an estimated weighted average useful life of 6.9 years. The purchase price allocation is preliminary, subject to completion of valuation analysis, including for example, refining assumptions used to calculate the fair value of intangible assets.

During the first quarter 2026 and 2025, respectively, we acquired other health and wellness related businesses, that individually or in the aggregate, have not had a material impact on our results of operations, financial condition, or cash flows. The results of operations and financial condition of these businesses acquired have been included in our condensed consolidated statements of income and condensed consolidated balance sheets from the respective acquisition dates. Acquisition related costs recognized in 2026 and 2025 were not material to our results of operations. For asset acquisitions, the goodwill acquired is partially amortizable as deductible expenses for tax purposes. The pro forma financial information assuming the acquisitions had occurred as of the beginning of the calendar year prior to the year of acquisition, as well as the revenues and earnings generated during the quarter of acquisition, were not material for disclosure purposes.

4. INVESTMENT SECURITIES

Investment securities classified as current and long-term were as follows at March 31, 2026 and December 31, 2025, respectively:


	Amortized Cost		Gross Unrealized Gains		Gross Unrealized Losses		Fair Value
	(in millions)
March 31, 2026
U.S. Treasury and other U.S. government corporations and agencies:
U.S. Treasury and agency obligations	$	2,520	$	1	$	(54)	$	2,467
Mortgage-backed securities	4,332		3		(356)		3,979
Tax-exempt municipal securities	427		—		(14)		413
Mortgage-backed securities:
Residential	439		—		(46)		393
Commercial	1,203		1		(50)		1,154
Asset-backed securities	1,089		3		(15)		1,077
Corporate debt securities	8,575		17		(435)		8,157
Total debt securities	$	18,585	$	25	$	(970)	$	17,640



December 31, 2025
U.S. Treasury and other U.S. government corporations and agencies:
U.S. Treasury and agency obligations	$	2,314	$	3	$	(39)	$	2,278
Mortgage-backed securities	3,980		7		(336)		3,651
Tax-exempt municipal securities	442		—		(14)		428
Mortgage-backed securities:
Residential	434		—		(46)		388
Commercial	1,058		1		(47)		1,012
Asset-backed securities	791		4		(12)		783
Corporate debt securities	7,998		31		(373)		7,656
Total debt securities	$	17,017	$	46	$	(867)	$	16,196

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Humana Inc.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

(Unaudited)

We own certain corporate debt securities of Gentiva Hospice. The book value and fair value are $381 million and $385 million, respectively, at March 31, 2026. The book value and fair value were $381 million and $383 million, respectively, at December 31, 2025.

We participate in a securities lending program where we loan certain investment securities for short periods of time in exchange for collateral, consisting of cash or U.S. Government securities, initially equal to at least 102% of the fair value of the investment securities on loan. Collateral with a fair value of $584 million and $638 million was held at March 31, 2026 and December 31, 2025, respectively. At March 31, 2026 and December 31, 2025, collateral from lending our investment securities was reinvested in short-term, highly liquid assets. In addition, we participated in non-cash securities lending with a fair value of $443 million and $193 million at March 31, 2026 and December 31, 2025, respectively.

Gross unrealized losses and fair values aggregated by investment category and length of time of individual debt securities that have been in a continuous unrealized loss position for which no allowances for credit loss has been recorded were as follows at March 31, 2026 and December 31, 2025, respectively:


	Less than 12 months				12 months or more				Total
	Fair Value		Gross Unrealized Losses		Fair Value		Gross Unrealized Losses		Fair Value		Gross Unrealized Losses
	(in millions)
March 31, 2026
U.S. Treasury and other U.S. government corporations and agencies:
U.S. Treasury and agency obligations	$	1,569	$	(19)	$	681	$	(35)	$	2,250	$	(54)
Mortgage-backed securities	1,732		(24)		1,969		(332)		3,701		(356)
Tax-exempt municipal securities	136		(1)		265		(13)		401		(14)
Mortgage-backed securities:
Residential	62		—		313		(46)		375		(46)
Commercial	288		(2)		748		(48)		1,036		(50)
Asset-backed securities	451		(3)		210		(12)		661		(15)
Corporate debt securities	3,051		(45)		3,573		(390)		6,624		(435)
Total debt securities	$	7,289	$	(94)	$	7,759	$	(876)	$	15,048	$	(970)

December 31, 2025
U.S. Treasury and other U.S. government corporations and agencies:
U.S. Treasury and agency obligations	$	643	$	(7)	$	857	$	(32)	$	1,500	$	(39)
Mortgage-backed securities	593		(3)		2,373		(333)		2,966		(336)
Tax-exempt municipal securities	51		—		347		(14)		398		(14)
Mortgage-backed securities:
Residential	10		—		321		(46)		331		(46)
Commercial	77		—		794		(47)		871		(47)
Asset-backed securities	85		—		263		(12)		348		(12)
Corporate debt securities	872		(6)		3,785		(367)		4,657		(373)
Total debt securities	$	2,331	$	(16)	$	8,740	$	(851)	$	11,071	$	(867)

Approximately 97% of our debt securities were investment-grade quality, with a weighted average credit rating of A+ by Standard & Poor's Rating Service, or S&P, at March 31, 2026. Our remaining debt securities below

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Humana Inc.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

(Unaudited)

investment-grade were primarily rated B. Tax-exempt municipal securities were diversified among general obligation bonds of states and local municipalities in the United States as well as special revenue bonds issued by municipalities to finance specific public works projects such as utilities, water and sewer, transportation, or education. Our general obligation bonds are diversified across the United States with no individual state exceeding approximately 1% of our total debt securities. Our investment policy limits investments in a single issuer and requires diversification among various asset types.

Our unrealized losses from all debt securities were generated from approximately 1,690 positions out of a total of approximately 2,340 positions at March 31, 2026. All issuers of debt securities we own that were trading at an unrealized loss at March 31, 2026 remain current on all contractual payments. After taking into account these and other factors previously described, we believe these unrealized losses primarily were caused by an increase in market interest rates in the current markets since the time these debt securities were purchased. At March 31, 2026, we did not intend to sell any debt securities with an unrealized loss position in accumulated other comprehensive income, and it is not likely that we will be required to sell these debt securities before recovery of their amortized cost basis. Additionally, we did not record any material credit allowances for debt securities that were in an unrealized loss position for the three months ended March 31, 2026 or 2025.

The detail of gains (losses) related to investment securities and included within investment income was as follows for the three months ended March 31, 2026 and 2025:


	Three months ended March 31,
	2026		2025
	(in millions)
Gross gains on investment securities	$	2	$	5
Gross losses on investment securities	(3)		(3)


Net recognized (losses) gains on investment securities	$	(1)	$	2

The contractual maturities of debt securities available for sale at March 31, 2026, regardless of their balance sheet classification, are shown below. Expected maturities may differ from contractual maturities because borrowers may have the right to call or prepay obligations with or without call or prepayment penalties.


	Amortized Cost		Fair Value
	(in millions)
Due within one year	$	1,127	$	1,119
Due after one year through five years	4,759		4,637
Due after five years through ten years	4,360		4,207
Due after ten years	1,276		1,074
Mortgage and asset-backed securities	7,063		6,603
Total debt securities	$	18,585	$	17,640

For additional information regarding our investment securities, refer to Note 2 to the audited Consolidated Financial Statements included in Part II, Item 8, "Financial Statements and Supplementary Data" in our 2025 Form 10-K.

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5. FAIR VALUE

Financial Assets

The following table summarizes our fair value measurements at March 31, 2026 and December 31, 2025, respectively, for financial assets measured at fair value on a recurring basis:


	Fair Value Measurements Using
	Fair Value		Quoted Prices in Active Markets (Level 1)		Other Observable Inputs (Level 2)		Unobservable Inputs (Level 3)
	(in millions)
March 31, 2026
Cash equivalents	$	4,604	$	4,604	$	—	$	—
Debt securities:
U.S. Treasury and other U.S. government corporations and agencies:
U.S. Treasury and agency obligations	2,467		—		2,467		—
Mortgage-backed securities	3,979		—		3,979		—
Tax-exempt municipal securities	413		—		413		—
Mortgage-backed securities:
Residential	393		—		393		—
Commercial	1,154		—		1,138		16
Asset-backed securities	1,077		—		941		136
Corporate debt securities	8,157		—		7,843		314
Total debt securities	17,640		—		17,174		466
Securities lending invested collateral	584		584		—		—
Total invested assets	$	22,828	$	5,188	$	17,174	$	466

December 31, 2025
Cash equivalents	$	3,945	$	3,945	$	—	$	—
Debt securities:
U.S. Treasury and other U.S. government corporations and agencies:
U.S. Treasury and agency obligations	2,278		—		2,278		—
Mortgage-backed securities	3,651		—		3,651		—
Tax-exempt municipal securities	428		—		428		—
Mortgage-backed securities:
Residential	388		—		388		—
Commercial	1,012		—		996		16
Asset-backed securities	783		—		656		127
Corporate debt securities	7,656		—		7,359		297
Total debt securities	16,196		—		15,756		440
Securities lending invested collateral	638		638		—		—
Total invested assets	$	20,779	$	4,583	$	15,756	$	440

Our Level 3 assets had a fair value of $466 million, or 2.0% of total invested assets, and $440 million, or 2.1% or total invested assets, at March 31, 2026 and December 31, 2025, respectively. During the three months ended

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March 31, 2026 and 2025, the changes in the fair value of the assets measured using significant unobservable inputs (Level 3) were comprised of the following:


	For the three months ended March 31, 2026								For the three months ended March 31, 2025
	Mortgage-backed securities: Commercial		Asset-backed securities		Corporate debt securities		Total		Mortgage-backed securities: Commercial		Asset-backed securities		Corporate debt securities		Total
	(in millions)
Beginning balance at January 1	$	16	$	127	$	297	$	440	$	7	$	73	$	242	$	322
Total gains or losses:
Realized in earnings	—		—		—		—		—		—		—		—
Unrealized in other comprehensive income	—		(1)		—		(1)		—		—		3		3
Purchases	—		24		26		50		9		15		39		63
Maturities	—		—		—		—		—		—		(2)		(2)
Sales	—		—		(23)		(23)		—		—		—		—
Settlements	—		—		—		—		—		—		—		—
Transfers out	—		(14)		—		(14)		—		—		—		—
Transfers in	—		—		14		14		—		—		—		—
Balance at March 31	$	16	$	136	$	314	$	466	$	16	$	88	$	282	$	386

Interest Rate Swaps

We have entered into interest-rate swap agreements with major financial institutions to convert our interest-rate exposure on some of our senior notes payable from fixed rates to variable rates, based on the Secured Overnight Financing Rate (SOFR), to align interest costs more closely with floating interest rates received on our cash equivalents and investment securities. These swap agreements were qualified and designated as a fair value hedge. Our interest rate swaps are recognized in other assets or other liabilities, as appropriate, in our condensed consolidated balance sheets at fair value as of the reporting date. Our interest rate swaps are highly effective at reflecting the fair value of our hedged fixed rate senior notes payable. We utilize market-based financing rates, forward yield curves and discount rates in determining fair value of these swaps at each reporting date, a Level 2 measure within the fair value hierarchy. The cumulative, aggregate decrease to the carrying value of the senior notes was approximately $49 million at March 31, 2026. Our swap positions at March 31, 2026 and December 31, 2025 included swap assets, included within other long-term assets on our condensed consolidated balance sheet, of $32 million and $57 million, respectively, and swap liabilities, included within other long-term liabilities on our condensed consolidated balance sheet, of $81 million and $51 million, respectively. We include the gain or loss on the swap agreements in interest expense on our condensed consolidated income statement, the same line item as the offsetting loss or gain on the related senior notes. The gain or loss due to hedge ineffectiveness was not material for the three months ended March 31, 2026 and 2025.

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The following table summarizes the notional amounts at March 31, 2026 and December 31, 2025, respectively, for our senior notes under the swap agreements:


	Notional amount at
Senior Notes Under Swap Agreements	March 31, 2026		December 31, 2025
	(in millions)
$1,500 million, 5.375% due April 15, 2031	$	700	$	700
$750 million, 5.875% due March 1, 2033	650		650
$850 million, 5.950% due March 15, 2034	800		800
$750 million, 5.550% due May 1, 2035	600		600
$250 million, 8.150% due June 15, 2038	100		—
$400 million, 4.625% due December 1, 2042	400		400
$750 million, 4.950% due October 1, 2044	750		600
$400 million, 4.800% due March 15, 2047	400		350
$500 million, 3.950% due August 15, 2049	450		450
$750 million, 5.500% due March 15, 2053	750		700
$1,000 million, 5.750% due April 15, 2054	1,000		800
$500 million, 6.000% due May 1, 2055	500		450
Total Senior Notes Under Swap Agreements	$	7,100	$	6,500

Financial Liabilities

Our debt is recorded at carrying value in our condensed consolidated balance sheets. The carrying value of our junior subordinated and senior notes debt outstanding, net of unamortized debt issuance costs, was $13.3 billion at March 31, 2026 and $12.4 billion at December 31, 2025. The fair value of our junior subordinated and senior notes debt was $12.8 billion at March 31, 2026 and $12.2 billion at December 31, 2025. The fair value of our debt is determined based on Level 2 inputs, including quoted market prices for the same or similar debt, or if no quoted market prices are available, on the current prices estimated to be available to us for debt with similar terms and remaining maturities. Carrying value approximates fair value for our commercial paper borrowings. The commercial paper borrowings were $700 million at March 31, 2026. We had no outstanding commercial paper borrowings at December 31, 2025.

Put and Call Options Measured at Fair Value

The put and call options fair values associated with our primary care strategic partnership with Welsh, Carson, Anderson & Stowe, or WCAS, which are exercisable at a fixed revenue exit multiple and provide a minimum return on WCAS' investment if exercised, are measured at fair value each reporting period using a Monte Carlo simulation. The put and call options fair values, derived from the Monte Carlo simulation, were $1.38 billion and $25 million, respectively, at March 31, 2026. The put and call options fair values, derived from the Monte Carlo simulation, were $1.40 billion and $13 million, respectively, at December 31, 2025. The put liability and call asset are included within other long-term liabilities and other long-term assets, respectively, within our condensed consolidated balance sheets. Fair value changes to the put and call options are included within Other (income) expense, net within our condensed consolidated income statement.

Based on the updated revenue growth assumptions in our most recent projections available at March 31, 2026, the first two cohorts of clinics under our partnership with WCAS can be called by us in 2026 for approximately $1.0 billion to $1.6 billion.

The significant unobservable inputs utilized in these Level 3 fair value measurements (and selected values) include the enterprise value, annualized volatility and credit spread. Enterprise value was derived from a discounted cash flow model, which utilized significant unobservable inputs for long-term revenue, to measure underlying cash

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flows, weighted average cost of capital and long term growth rate. The table below presents the assumptions used for each reporting period.


	March 31, 2026		December 31, 2025
Annualized volatility	18.4% - 19.7%		18.9% - 19.9%
Credit spread	1.4% - 2.1%		1.1% - 1.6%
Revenue exit multiple	1.5x - 2.5x		1.5x - 2.5x
Weighted average cost of capital	12.0% - 15.0%		10.5% - 14.5%
Long term growth rate	3.0	%	3.0	%

The assumptions used for annualized volatility, credit spread and weighted average cost of capital reflect the lowest and highest values where they differ significantly across the series of put and call options due to their expected exercise dates.

Assets and Liabilities Measured at Fair Value on a Nonrecurring Basis

Certain assets and liabilities are measured at fair value on a non-recurring basis subject to fair value adjustment only in certain circumstances. As disclosed in Note 3, we acquired various health and wellness related businesses during 2026 and 2025, including the acquisition of MaxHealth in February 2026. The values of net tangible assets acquired and resulting goodwill and other intangible assets were recorded at fair value primarily using Level 3 inputs. The majority of the related tangible assets acquired and liabilities assumed were recorded at their carrying value as of the respective dates of acquisition, as their carrying values approximated their fair values due to their short-term nature. The fair values of goodwill and other intangible assets acquired in these acquisitions were internally estimated primarily based on the income approach. The income approach estimates fair value based on the present value of the cash flows that the assets are expected to generate in the future. We developed internal estimates for expected cash flows and discount rates in the present value calculations. There were no material assets or liabilities measured at fair value on a nonrecurring basis during 2026 and 2025 other than the assets and liabilities assumed in these acquisitions and any subsequent impairments. We recorded an impairment charge of $128 million relating to our indefinite-lived intangible assets in 2025.

For additional information regarding our fair value measurements, refer to Note 2 to the audited Consolidated Financial Statements included in Part II, Item 8, "Financial Statements and Supplementary Data" in our 2025 Form 10-K.

6. MEDICARE PART D

We cover prescription drug benefits in accordance with Medicare Part D under multiple contracts with the Centers for Medicare and Medicaid Services, or CMS. The accompanying condensed consolidated balance sheets include the following amounts associated with Medicare Part D at March 31, 2026 and December 31, 2025. CMS subsidies/discounts include the reinsurance and low-income cost subsidies funded by CMS for which we assume no risk as well as brand name prescription drug discounts for Part D plan participants funded by CMS and pharmaceutical manufacturers.

The accompanying condensed consolidated balance sheets include $1.0 billion of net assets and $1.5 billion of net assets associated with subsidy programs at March 31, 2026 and December 31, 2025, respectively.

The accompanying condensed consolidated balance sheets also include $1.2 billion of net assets and $1.6 billion of net assets associated with cost sharing programs at March 31, 2026 and December 31, 2025, respectively.

For additional information regarding our prescription drug benefits coverage in accordance with Medicare Part D, refer to Note 2 to the audited Consolidated Financial Statements included in Part II, Item 8, "Financial Statements and Supplementary Data" in our 2025 Form 10-K.

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7. GOODWILL AND OTHER INTANGIBLE ASSETS

Changes in the carrying amount of goodwill for our reportable segments for the three months ended March 31, 2026 were as follows:


	Insurance		CenterWell		Total
	(in millions)
Balance at January 1, 2026	$	2,663	$	7,023	$	9,686
Acquisitions	218		585		803


Balance at March 31, 2026	$	2,881	$	7,608	$	10,489

The following table presents details of our other intangible assets included in other long-term assets in the accompanying condensed consolidated balance sheets at March 31, 2026 and December 31, 2025:


	Weighted Average Life		March 31, 2026									December 31, 2025
		Gross Carrying Amount			Accumulated Amortization			Net			Gross Carrying Amount			Accumulated Amortization			Net
			($ in millions)
Other intangible assets:
Certificates of need	Indefinite		$	790		$	—		$	790		$	790		$	—		$	790
Medicare licenses	Indefinite		262			—			262			262			—			262
Customer contracts/relationships	8.5 years		788			698			90			732			692			40
Trade names and technology	5.6 years		115			100			15			104			97			7
Provider contracts	11.9 years		66			64			2			67			65			2
Noncompetes and other	8.2 years		89			60			29			85			58			27

Total other intangible assets	8.4 years		$	2,110		$	922		$	1,188		$	2,040		$	912		$	1,128

For the three months ended March 31, 2026 and 2025, amortization expense for other intangible assets was approximately $11 million and $15 million, respectively. We recorded an impairment charge of $128 million relating to our indefinite-lived intangible assets in 2025.

The following table presents our estimate of amortization expense remaining for 2026 and each of the next five succeeding years at March 31, 2026:


	(in millions)
For the years ending December 31,
2026	$	27
2027	28
2028	17
2029	16
2030	16
2031	11

For additional information regarding our goodwill and intangible assets, refer to Note 2 to the audited Consolidated Financial Statements included in Part II, Item 8, "Financial Statements and Supplementary Data" in our 2025 Form 10-K.

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8. BENEFITS PAYABLE

On a consolidated basis, which represents our Insurance segment net of eliminations, activity in benefits payable was as follows for the three months ended March 31, 2026 and 2025:


	For the three months ended March 31,
	2026		2025
	(in millions)
Balances, beginning of period	$	9,967	$	10,440

Incurred related to:
Current year	34,096		27,012
Prior years	(389)		(477)
Total incurred	33,707		26,535
Paid related to:
Current year	(22,999)		(17,605)
Prior years	(7,984)		(7,919)
Total paid	(30,983)		(25,524)
Balances, end of period	$	12,691	$	11,451

The total estimate of benefits payable for claims incurred but not reported, or IBNR, is included within the incurred claims amounts. At March 31, 2026 and March 31, 2025, benefits payable included IBNR of approximately $8.9 billion and $7.2 billion, primarily associated with claims incurred in each respective period.

Amounts incurred related to prior periods vary from previously estimated liabilities as the claims ultimately are settled. Negative amounts reported for incurred related to prior years result from claims being ultimately settled for amounts less than originally estimated (favorable development).

Our reserving practice is to consistently recognize the actuarial best estimate of our ultimate liability for claims. Actuarial standards require the use of assumptions based on moderately adverse experience, which generally results in favorable reserve development, or reserves that are considered redundant. For additional information regarding our benefits payable and benefits expense recognition, refer to Note 2 to the audited Consolidated Financial Statements included in Part II, Item 8, "Financial Statements and Supplementary Data" in our 2025 Form 10-K.

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9. EARNINGS PER COMMON SHARE COMPUTATION

Detail supporting the computation of basic and diluted earnings per common share was as follows for the three months ended March 31, 2026 and 2025:


	Three months ended March 31,
	2026		2025
	(dollars in millions, except per common share results; number of shares in thousands)
Net income available for common stockholders	$	1,186	$	1,244
Weighted average outstanding shares of common stock used to compute basic earnings per common share	120,332		120,666
Dilutive effect of:
Employee stock options	—		—
Restricted stock	320		178
Shares used to compute diluted earnings per common share	120,652		120,844
Basic earnings per common share	$	9.85	$	10.31
Diluted earnings per common share	$	9.83	$	10.30
Number of antidilutive stock options and restricted stock excluded from computation	2,323		1,807

For additional information regarding earnings per common share, refer to Note 2 to the audited Consolidated Financial Statements included in Part II, Item 8, "Financial Statements and Supplementary Data" in our 2025 Form 10-K.

10. STOCKHOLDERS’ EQUITY

Dividends

The following table provides details of dividend payments, excluding dividend equivalent rights for unvested stock awards, during 2026 under our Board approved quarterly cash dividend policy:


Record Date	Payment Date	Amount per Share		Total Amount
				(in millions)
2026 payments
12/26/2025	1/30/2026	$	0.8850	$	107

In February 2026, the Board declared a cash dividend of $0.885 per share payable on April 24, 2026 to stockholders of record as of the close of business on March 27, 2026. In April 2026, the Board declared a cash dividend of 0.885 per share payable on July 31, 2026 to stockholders of record as of the close of business on June 26, 2026. Declaration and payment of future quarterly dividends are at the discretion of our Board and may be adjusted as business needs or market conditions change.

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Stock Repurchases

Our Board of Directors may authorize the purchase of our common stock shares. Under the share repurchase authorization, shares may be purchased from time to time at prevailing prices in the open market, by block purchases, through plans designed to comply with Rule 10b5-1 under the Securities Exchange Act of 1934, as amended, or in privately-negotiated transactions, including pursuant to accelerated share repurchase agreements with investment banks, subject to certain regulatory restrictions on volume, pricing, and timing.

Effective February 16, 2024, the Board of Directors replaced the February 2023 repurchase authorization (of which approximately $824 million remained unused) with a new share repurchase authorization for repurchases of up to $3 billion of our common shares exclusive of shares repurchased in connection with employee stock plans, expiring as of February 15, 2027, which we refer to as the 2024 repurchase authorization. During the three months ended March 31, 2026, we repurchased 0.6 million shares in open market transactions for $103 million. These shares were repurchased at an average price of $182.13 under the February 2024 share repurchase authorization. During the three months ended March 31, 2025, we did not repurchase shares in open market transactions under the February 2024 share repurchase authorization.

Our remaining repurchase authorization was $2.7 billion as of April 28, 2026.

In connection with employee stock plans, we acquired 0.02 million common shares for $5 million and 0.03 million common shares for $9 million during the three months ended March 31, 2026 and 2025, respectively.

For additional information regarding our stockholders' equity, refer to Note 16 to the audited Consolidated Financial Statements included in Part II, Item 8, "Financial Statements and Supplementary Data" in our 2025 Form 10-K.

11. INCOME TAXES

The effective income tax rate was 25.0% and 24.6% for the three months ended March 31, 2026 and 2025, respectively. The year-over-year increase in the effective income tax rate is primarily due to increased state tax expense.

For the three months ended March 31, 2026 and 2025, we received income tax refunds net of payments of $7 million and $12 million, respectively.

For additional information regarding income taxes, refer to Note 2 to the audited Consolidated Financial Statements included in Part II, Item 8, "Financial Statements and Supplementary Data" in our 2025 Form 10-K.

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12. DEBT

The carrying value of debt outstanding, net of unamortized debt issuance costs, was as follows at March 31, 2026 and December 31, 2025:


	March 31, 2026		December 31, 2025
	(in millions)
Short-term debt:
Commercial paper	$	700	$	—

Senior notes:
$750 million, 1.350% due February 3, 2027	553		—
$600 million, 3.950% due March 15, 2027	466
Total senior notes	1,019		—
Total short-term debt	$	1,719	$	—
Long-term debt:
Senior notes:
$750 million, 1.350% due February 3, 2027	$	—	$	563
$600 million, 3.950% due March 15, 2027	—		466
$500 million, 5.750% due March 1, 2028	491		491
$500 million, 5.750% due December 1, 2028	497		497
$750 million, 3.700% due March 23, 2029	586		586
$500 million, 3.125% due August 15, 2029	388		388
$500 million, 4.875% due April 1, 2030	497		497
$1,500 million, 5.375% due April 15, 2031	1,487		1,493
$750 million, 2.150% due February 3, 2032	592		592
$750 million, 5.875% due March 1, 2033	745		750
$850 million, 5.950% due March 15, 2034	826		832
$750 million, 5.550% due May 1, 2035	742		746
$250 million, 8.150% due June 15, 2038	258		260
$400 million, 4.625% due December 1, 2042	371		374
$750 million, 4.950% due October 1, 2044	712		717
$400 million, 4.800% due March 15, 2047	394		396
$500 million, 3.950% due August 15, 2049	513		517
$750 million, 5.500% due March 15, 2053	721		727
$1,000 million, 5.750% due April 15, 2054	986		991
$500 million, 6.000% due May 1, 2055	482		486
Junior subordinated notes:
$1,000 million, 6.625% due September 15, 2056	986		—




Total long-term debt	$	12,274	$	12,369

Junior Subordinated Notes

In March 2026, we issued $1.0 billion in aggregate principal amount of 6.625% fixed-to-fixed rate junior subordinated notes (Subordinated Notes) due September 15, 2056, which resulted in approximately $990 million of net proceeds after deducting underwriters' discounts and offering expenses. The Subordinated Notes will bear interest from, and including, March 9, 2026 to September 15, 2031 (First Reset Date) at a rate of 6.625% per year. The interest rate will reset every five years beginning on September 15, 2031, to equal the then-current-five-year U.S. Treasury rate plus a spread of 2.891%, provided the interest rate will not reset below 6.625%. We have the right

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to defer payment of all or part of the current and accrued interest on the Subordinated Notes, on one or more occasions, for a period of up to 10 consecutive years. We may not, subject to certain limited exceptions, declare or pay any dividends or other distributions on, or redeem, repurchase or otherwise acquire any of our capital stock during the deferral period. At our option, we may redeem some or all of the Subordinated Notes during specified periods and at specified redemption prices. We intend to use the net proceeds from this offering for general corporate purposes, including repayment of borrowings under our commercial paper program.

Senior Notes

In March 2026, we entered into a Rule 10b5-1 Repurchase Plan to repurchase a portion of our $750 million aggregate principal amount of 1.350% senior notes maturing in February 2027, $600 million aggregate principal of 3.950% senior notes maturing in March 2027, $750 million aggregate principal amount of 3.700% senior notes maturing in March 2029, $500 million aggregate principal amount of 3.125% senior notes maturing in August 2029 and $750 million aggregate principal amount of 2.150% senior notes maturing in February 2032 during the period beginning on March 23, 2026 and ending on July 31, 2026. For the period ended March 31, 2026, we repurchased $10 million of the principal amount of the 1.350% senior notes maturing in February 2027 for approximately $10 million cash.

For additional information regarding our Senior Notes, refer to Note 13 to the audited Consolidated Financial Statements included in Part II, Item 8, "Financial Statements and Supplementary Data" in our 2025 Form 10-K.

Revolving Credit Agreements

In May 2025, we entered into an amended and restated 5-year, $5.0 billion unsecured revolving credit agreement. The May 2025 revolving credit agreement (i) increases the amount of the commitments under our June 2023 revolving credit agreement from $2.642 billion to $5.0 billion and (ii) replaces our existing May 2024 364-day $2.1 billion unsecured revolving credit agreement, which expired in accordance with its terms.

Under the revolving credit agreement, at our option, we can borrow on either a competitive advance basis or a revolving credit basis. The revolving credit portion bears interest at Term SOFR or the base rate plus a spread. The competitive advance portion of any borrowings will bear interest at market rates prevailing at the time of borrowing on either a fixed rate or a floating rate based Term SOFR, at our option.

The SOFR spread varies depending on our credit ratings ranging from 79.5 to 130.0 basis points. As of March 31, 2026, our SOFR was 101.5 basis points. We also pay an annual facility fee regardless of utilization. This facility fee varies depending on our credit ratings ranging from 8.0 to 20.0 basis points. As of March 31, 2026, our facility fee was 11.0 basis points.

The terms of our revolving credit agreement include standard provisions related to conditions of borrowing which could limit our ability to borrow additional funds. In addition, our credit agreement contains customary restrictive covenants and a financial covenant regarding maximum debt to capitalization of 60%, as well as customary events of default. We are in compliance with this financial covenant, with actual debt to capitalization of 43.0% as measured in accordance with the revolving credit agreement as of March 31, 2026. Upon our agreement with one or more financial institutions, we may expand the aggregate commitments under the revolving credit agreement by up to $1.0 billion, to a maximum of $6.0 billion.

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At March 31, 2026, we had no borrowings and approximately $10 million of letters of credit outstanding under the revolving credit agreement. Accordingly, as of March 31, 2026, we had $4.990 billion of remaining borrowing capacity under the credit agreement (which excludes the uncommitted $1.0 billion of incremental loan facilities), none of which would be restricted by our financial covenant compliance requirement.

We have other customary relationships, including financial advisory and banking, with some parties to the revolving credit agreement.

For additional information regarding our Revolving Credit Agreements, refer to Note 13 to the audited Consolidated Financial Statements included in Part II, Item 8, "Financial Statements and Supplementary Data" in our 2025 Form 10-K.

Commercial Paper

Under our commercial paper program, we may issue short-term, unsecured commercial paper notes privately placed on a discount basis through certain broker dealers at any time. Amounts available under the program may be borrowed, repaid and re-borrowed from time to time. The net proceeds of issuances have been and are expected to be used for general corporate purposes. The maximum principal amount outstanding at any one time during the three months ended March 31, 2026 was $1.96 billion, with $700 million outstanding amount at March 31, 2026 and no outstanding amount at December 31, 2025. The outstanding commercial paper at March 31, 2026 had a weighted average annual interest rate of 4.18%.

For additional information regarding our Commercial Paper refer to Note 13 to the audited Consolidated Financial Statements included in Part II, Item 8, "Financial Statements and Supplementary Data" in our 2025 Form 10-K.

Other Short-term Borrowings

We are a member, through one subsidiary, of the Federal Home Loan Bank of Cincinnati, or FHLB. As a member we have the ability to obtain short-term cash advances, subject to certain minimum collateral requirements. At March 31, 2026 we had no outstanding short-term FHLB borrowings.

13. COMMITMENTS, GUARANTEES AND CONTINGENCIES

Government Contracts

Our Medicare products, which accounted for approximately 86% of our total premiums and services revenue for the three months ended March 31, 2026, primarily consisted of products covered under the Medicare Advantage and Medicare Part D Prescription Drug Plan contracts with the federal government. These contracts are renewed generally for a calendar year term unless CMS notifies us of its decision not to renew by May 1 of the calendar year in which the contract would end, or we notify CMS of our decision not to renew by the first Monday in June of the calendar year in which the contract would end. All material contracts between Humana and CMS relating to our Medicare products have been renewed for 2026, and all of our product offerings filed with CMS and going to market for 2026 have been approved.

CMS uses a risk-adjustment model that adjusts premiums paid to Medicare Advantage, or MA, plans according to health status of covered members. The risk-adjustment model, which CMS implemented pursuant to the Balanced Budget Act of 1997 (BBA) and the Benefits Improvement and Protection Act of 2000 (BIPA), generally pays more where a plan's membership has higher expected costs. Under this model, rates paid to MA plans are based on actuarially determined bids, which include a process whereby our prospective payments are based on our estimated cost of providing standard Medicare-covered benefits to an enrollee with a "national average risk profile." That baseline payment amount is adjusted to account for certain demographic characteristics and health status of our enrolled members. Under the risk-adjustment methodology, all MA plans must collect from providers and submit the necessary diagnosis code information to CMS within prescribed deadlines. The CMS risk-adjustment model uses the diagnosis data, collected from providers, to calculate the health status-related risk-adjusted premium payment to

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MA plans, which CMS further adjusts for coding pattern differences between the health plans and the government fee-for-service (FFS) program. We generally rely on providers, including certain providers in our network who are our employees, to code their claim submissions with appropriate diagnoses, which we send to CMS as the basis for our health status-adjusted payment received from CMS under the actuarial risk-adjustment model. We also rely on these providers to document appropriately all medical data, including the diagnosis data submitted with claims. 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.

CMS and the Office of the Inspector General of Health and Human Services, or HHS-OIG, perform audits of various companies’ risk adjustment diagnosis data submissions. We refer to these audits as Risk-Adjustment Data Validation Audits, or RADV audits. RADV audits review medical records in an attempt to validate provider medical record documentation and coding practices that influence the calculation of health status-related premium payments to MA plans.

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 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 payment year (PY) 2011. Humana relied on CMS’s 2012 guidance in submitting MA bids to CMS. Humana also launched a “Self-Audits” program in 2013 that applied CMS’s 2012 RADV audit methodology and included an estimated FFS Adjuster. Humana completed Self-Audits for PYs 2011-2016 and reported results to CMS.

In October 2018, however, CMS issued a proposed rule announcing possible changes to the RADV audit methodology, including elimination of the FFS Adjuster. CMS proposed (Proposed RADV Rule) applying its revised methodology, including extrapolated recoveries without application of a FFS Adjuster, to RADV audits dating back to PY 2011. On January 30, 2023, CMS published a final rule related to the RADV audit methodology (Final RADV Rule). The Final RADV Rule confirmed CMS’s decision to eliminate the FFS Adjuster. The Final RADV Rule states CMS’s intention to extrapolate results from CMS and HHS-OIG RADV audits beginning with PY 2018, rather than PY 2011 as proposed. However, CMS’s Final RADV Rule does not adopt a specific sampling, extrapolation or audit methodology. CMS instead stated its general plan to rely on “any statistically valid method . . . that is determined to be well-suited to a particular audit.”

We believe that the Final RADV Rule fails to address adequately the statutory requirement of actuarial equivalence and violates the Administrative Procedure Act (APA). CMS failed to meet its legal obligations in the federal rulemaking process to give a reasoned justification for the rule or provide a meaningful opportunity for public comment. They also chose to apply the rule retroactively rather than prospectively, as required by law. Humana’s actuarially certified bids through PY 2026 preserved Humana’s position that CMS should apply an FFS Adjuster in any RADV audit that CMS intends to extrapolate. CMS confirmed its intent to apply the Final RADV Rule, including the first application of extrapolated audit results to determine audit settlements without the use of a FFS Adjuster, when it selected certain of Humana's MA contracts for PY 2018 RADV audits. CMS has also initiated RADV audits for payment years 2019 and 2020, selecting certain of Humana's MA contracts for both years, announced it will follow a rolling schedule to initiate audits for subsequent payment years, and stated that the decision on whether it will apply extrapolation to the ongoing audits will be made at a later date. The Final RADV Rule, including the lack of a FFS Adjuster, and any related regulatory, industry or company reactions, 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 each have a material adverse effect on our results of operations, financial position, or cash flows.

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On September 1, 2023, Humana Inc. and Humana Benefit Plan of Texas, Inc. filed suit against the United States Department of Health and Human Services, and Xavier Becerra in his official capacity as Secretary, in the United States District Court, Northern District of Texas, Fort Worth Division seeking a determination that the Final RADV Rule violates the APA and should be set aside. 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. We remain committed to working alongside CMS to promote the integrity of the MA program as well as affordability and cost certainty for our members. 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 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.

In addition, as part of our internal compliance efforts, we routinely perform ordinary course reviews of our internal business processes related to, among other things, our risk coding and data submissions in connection with the risk adjustment model. These reviews may also result in the identification of errors and the submission of corrections to CMS that may, either individually or in the aggregate, be material. As such, the result of these reviews may have a material adverse effect on our results of operations, financial position, or cash flows.

Our state-based Medicaid business, which accounted for approximately 8% of our total premiums and services revenue for the three months ended March 31, 2026 primarily serving members enrolled in Medicaid, and in certain circumstances members who qualify for both Medicaid and Medicare, under contracts with various states.

The loss of any of the contracts above or significant changes in these programs as a result of legislative or regulatory action, including reductions in premium payments to us, regulatory restrictions on profitability, or increases in member benefits or 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.

Legal Proceedings and Certain Regulatory Matters

From time to time, the Civil Division of the United States Department of Justice has provided us with information requests, concerning our Medicare Part C risk adjustment practices. These requests relate to our oversight and submission of risk adjustment data generated by providers, as well as to our business and compliance practices related to risk adjustment data generated by our providers and by our Medicare Advantage Organizations. We continue to cooperate with the Department of Justice on these requests.

On September 1, 2023, Humana Inc. and Humana Benefit Plan of Texas, Inc. filed suit against the United States Department of Health and Human Services, and Xavier Becerra in his official capacity as Secretary, in the United States District Court, Northern District of Texas, Fort Worth Division seeking a determination that the Final RADV Rule violates the APA and should be set aside. 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. See “Government Contracts” in this footnote to the unaudited Consolidated Financial Statements of this Form 10-Q for additional information regarding this matter.

In June 2024, a putative stockholder class action was filed against Humana Inc. and certain of our current and former executive officers under the federal securities laws in the United States District Court for the District of Delaware. The case, now captioned In re Humana Inc. Securities Litigation, alleges that between July 2022 and October 2024, Humana made false or misleading statements in its periodic SEC filings and statements to the financial markets about our financial performance and the medical costs, Star Ratings and certain distribution relationships with respect to our Medicare Advantage business. The action seeks, among other things, unspecified

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compensatory damages and attorneys' fees. Between July 2024 and March 2025, parallel stockholder derivative actions were filed in the United States District Court for the Western District of Kentucky, now consolidated and captioned In re Humana Shareholder Derivative Action, and Nicolaou v. Broussard, was filed in Commonwealth of Kentucky, Jefferson Circuit Court, alleging that the same claimed acts and omissions underlying the federal securities law case, as well as certain Medicare Advantage distribution relationships, also constitute a breach of fiduciary duty by certain of our current and former directors and executive officers. The actions seek, among other things, reforms to the Company's corporate governance and internal procedures, unspecified damages and attorneys' fees. We will vigorously defend against the allegations in all cases.

On October 18, 2024, Humana Inc., along with co-plaintiff Americans for Beneficiary Choice, filed suit against the United States Department of Health and Human Services and its Secretary, Centers for Medicare and Medicaid Services, and its Administrator, in the United States District Court, Northern District of Texas, Fort Worth Division, seeking a determination that they violated the Administrative Procedure Act in administering the Medicare Advantage and Part D Star Ratings program. On October 14, 2025, the Court issued a decision rejecting our challenge to the 2025 Star Ratings. On November 25, 2025, we notified the court of our appeal, which is now pending in the United States Court of Appeals for the Fifth Circuit. There is no assurance that we will ultimately prevail in the lawsuit. For additional information on this matter, refer to Part I, Item 1A, "Risk Factors" in our 2024 Form 10-K, and Part II, Item 1A, "Risk Factors" of this Form 10-Q.

On May 1, 2025, the Department of Justice (DOJ) filed a complaint in partial intervention related to a qui tam lawsuit filed by an individual formerly employed by eHealth, Inc., in the United States District Court for the District of Massachusetts. The intervened lawsuit is captioned United States of America ex. rel. Andrew Shea v. eHealth, Inc., et al., Case No. 1:21-cv-11777-DJC. The complaint alleges certain civil violations in connection with non-commission payments Humana made to three call center broker partners. The complaint also includes allegations relating to Humana’s marketing of Medicare Advantage plans to Medicare-eligible beneficiaries under the age of 65. The action seeks damages and penalties on behalf of the United States under the federal False Claims Act. The court ordered the qui tam action unsealed following the filing of DOJ’s complaint in partial intervention on May 1, 2025. We take seriously our obligations to comply with applicable regulatory requirements and laws, and will vigorously defend against these allegations.

On December 30, 2025, the United States Court of Appeals for the Sixth Circuit denied Humana's petition for permission to appeal a district court order certifying a class in the action of David Elliott v Humana Inc., alleging violations of the Telephone Consumer Protection Act (TCPA), 47U.S.C. §227. The class action will proceed in the United States District Court, Western District of Kentucky. We take seriously our obligations to comply with TCPA and other consumer privacy requirements, and we will vigorously defend against these allegations.

Other Lawsuits and Regulatory Matters

Our current and past business practices are subject to review or other investigations by various state insurance and health care regulatory authorities and other state and federal regulatory authorities. These authorities regularly scrutinize the business practices of health insurance, health care delivery and benefits companies. These reviews focus on numerous facets of our business, including claims payment practices, statutory capital requirements, provider and vendor contracting and oversight, risk adjustment, competitive practices, commission payments, marketing payments, privacy issues, utilization management practices, pharmacy benefits, access to care, sales practices, and provision of care by our healthcare services businesses, among others. Some of these reviews have historically resulted in fines imposed on us and some have required changes to some of our practices. We continue to be subject to these reviews, which could result in additional fines or other sanctions being imposed on us or additional changes in some of our practices.

We also are involved in various other lawsuits that arise, for the most part, in the ordinary course of our business operations, certain of which may be styled as class-action lawsuits. Among other matters, this litigation may include employment matters, claims of medical malpractice, bad faith, personal injury, nonacceptance or termination of providers, anticompetitive practices, improper rate setting, provider contract rate and payment disputes, including disputes over reimbursement rates required by statute, disputes arising from competitive

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procurement process, general contractual matters, intellectual property matters, and challenges to subrogation practices. Under state guaranty assessment laws, including those related to state cooperative failures in the industry, we may be assessed (up to prescribed limits) for certain obligations to the policyholders and claimants of insolvent insurance companies that write the same line or lines of business as we do.

As a government contractor, we may also be subject to false claims litigation, such as qui tam lawsuits brought by individuals who seek to sue on behalf of the government, alleging that the government contractor submitted false claims to the government or related overpayments from the government, including, among other allegations, those resulting from coding and review practices under the Medicare risk adjustment model. Qui tam litigation is filed under seal to allow the government an opportunity to investigate and to decide if it wishes to intervene and assume control of the litigation. If the government does not intervene, the individual may continue to prosecute the action on his or her own, on behalf of the government. We also are subject to other allegations of nonperformance of contractual obligations to providers, members, and others, including failure to properly pay claims, improper policy terminations, challenges to our implementation of the Medicare Part D prescription drug program and other litigation.

A limited number of the claims asserted against us are subject to insurance coverage. Personal injury claims, claims for extra contractual damages, care delivery malpractice, and claims arising from medical benefit denials are covered by insurance from our wholly owned captive insurance subsidiary and excess carriers, except to the extent that claimants seek punitive damages, which may not be covered by insurance in certain states in which insurance coverage for punitive damages is not permitted. In addition, insurance coverage for all or certain forms of liability has become increasingly costly and may become unavailable or prohibitively expensive in the future.

We record accruals for the contingencies discussed in the sections above to the extent that we conclude it is probable that a liability has been incurred and the amount of the loss can be reasonably estimated. No estimate of the possible loss or range of loss in excess of amounts accrued, if any, can be made at this time regarding the matters specifically described above because of the inherently unpredictable nature of legal proceedings, which also may be exacerbated by various factors, including: (i) the damages sought in the proceedings are unsubstantiated or indeterminate; (ii) discovery is not complete; (iii) the proceeding is in its early stages; (iv) the matters present legal uncertainties; (v) there are significant facts in dispute; (vi) there are a large number of parties (including where it is uncertain how liability, if any, will be shared among multiple defendants); or (vii) there is a wide range of potential outcomes.

The outcome of any current or future litigation or governmental or internal investigations, including the matters described above, cannot be accurately predicted, nor can we predict any resulting judgments, penalties, fines or other sanctions that may be imposed at the discretion of federal or state regulatory authorities or as a result of actions by third parties. Nevertheless, it is reasonably possible that any such outcome of litigation, judgments, penalties, fines or other sanctions could be substantial, and the outcome of these matters may have a material adverse effect on our results of operations, financial position, and cash flows, and may also affect our reputation.

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14. SEGMENT INFORMATION

Our two reportable segments, Insurance and CenterWell, are based on a combination of the type of health plan customer and adjacent businesses centered on well-being solutions for our health plans and other customers, as described below. Our Chief Executive Officer, the Chief Operating Decision Maker, utilizes these segment groupings and results of each segment, measured by income (loss) from operations, to assess performance and allocate resources primarily during our annual budget process and periodic forecast updates.

The Insurance segment consists of Medicare benefits, marketed to individuals or directly via group Medicare accounts, as well as our stand-alone prescription drug plans, or PDP, and contracts with various states to provide Medicaid, and Long-Term Support Services benefits, which we refer to collectively as our state-based contracts. This segment also includes products consisting of specialty health insurance benefits marketed to individuals and employer groups, including dental, vision, and other supplemental health benefits. In addition, our Insurance segment includes our Military services business as well as the operations of our PBM business.

The CenterWell segment includes our pharmacy solutions, primary care, and home solutions operations. Services offered by this segment are designed to enhance the overall healthcare experience. These services may lead to lower utilization associated with improved member health and/or lower drug costs.

Our CenterWell intersegment revenues includes the operations of CenterWell Pharmacy (our mail-order pharmacy business), CenterWell Specialty Pharmacy, and retail pharmacies jointly located within CenterWell primary care clinics. In addition, our CenterWell intersegment revenues include revenues earned by certain owned providers and our home solutions business, including fee-for-service and certain value-based arrangements with our health plans.

We present our condensed consolidated results of operations from the perspective of the health plans. As a result, the cost of providing benefits to our members, whether provided via a third party provider or internally through a stand-alone subsidiary, is classified as benefits expense and excludes the portion of the cost for which the health plans do not bear responsibility, including member co-share amounts and government subsidies of $4.3 billion and $3.2 billion for the three months ended March 31, 2026 and 2025, respectively. In addition, depreciation and amortization expense associated with certain businesses delivering benefits to our members, primarily associated with our primary care and pharmacy solutions operations, are included with benefits expense. The amount of this expense was $31 million and $33 million for the three months ended March 31, 2026 and 2025, respectively.

Other than those described previously, the accounting policies of each segment are the same. For additional information regarding our accounting policies refer to Note 2 to the audited Consolidated Financial Statements included in Part II, Item 8, "Financial Statements and Supplementary Data" in our 2025 Form 10-K. Transactions between reportable segments primarily consist of sales of products and services rendered by our CenterWell segment, primarily pharmacy solutions, primary care, and home solutions, to our Insurance segment customers. Intersegment sales and expenses are recorded primarily at fair value and eliminated in consolidation. Members served by our segments often use the same provider networks, enabling us in some instances to obtain more favorable contract terms with providers. Our segments also share indirect costs and assets. As a result, the profitability of each segment is interdependent. We allocate most operating expenses to our segments. Assets and certain corporate income and expenses are not allocated to the segments, including the portion of investment income not supporting segment operations, interest expense on corporate debt, and certain other corporate expenses. These items are managed at a corporate level. These corporate amounts are reported separately from our reportable segments and are included with intersegment eliminations in the tables presenting segment results below.

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Our segment results were as follows for the three months ended March 31, 2026 and 2025:



	Insurance		CenterWell		Eliminations/ Corporate		Consolidated
Three months ended March 31, 2026	(in millions)
External revenues









Premiums revenue	$	37,709	$	—	$	—	$	37,709








Services revenue	247		1,428		2		1,677
Total external revenues	37,956		1,428		2		39,386



Intersegment revenues	1		4,672		(4,673)		—
Investment income	102		—		160		262
Total revenues	38,059		6,100		(4,511)		39,648
Operating expenses:
Benefits	33,698		—		9		33,707
Operating costs	2,784		5,762		(4,522)		4,024

Depreciation and amortization	142		49		(28)		163
Total operating expenses	36,624		5,811		(4,541)		37,894
Income from operations	$	1,435	$	289	$	30	$	1,754



	Insurance		CenterWell		Eliminations/ Corporate		Consolidated
Three months ended March 31, 2025	(in millions)
External revenues









Premiums revenue	$	30,514	$	—	$	—	$	30,514








Services revenue	252		1,082		—		1,334
Total external revenues	30,766		1,082		—		31,848



Intersegment revenues	1		4,013		(4,014)		—
Investment income	170		—		94		264
Total revenues	30,937		5,095		(3,920)		32,112
Operating expenses:
Benefits	26,675		—		(140)		26,535
Operating costs	2,534		4,644		(3,798)		3,380

Depreciation and amortization	154		59		(30)		183
Total operating expenses	29,363		4,703		(3,968)		30,098
Income from operations	$	1,574	$	392	$	48	$	2,014

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Next: Item 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF