HUM Humana Inc - 8-K

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

(d) On April 10, 2026, the Board of Directors (the “Board”) of Humana Inc. (the “Company”) expanded its number of authorized directors from ten to eleven and elected Robert S. Field as a director of the Company, in each case effective immediately following the adjournment of the Humana Inc. 2026 Annual Meeting of Stockholders on April 16, 2026.

The Board of Directors has determined Mr. Field qualifies as an independent director under the New York Stock Exchange’s director independence standards.

Mr. Field will be compensated in accordance with the Company’s director compensation program, the components of which are disclosed in the Company’s proxy statement relating to 2026 Annual Meeting of Stockholders filed with the U.S. Securities and Exchange Commission on March 6, 2026. In accordance with this program, Mr. Field will be granted restricted stock units (RSUs) in connection with his election to the Board.

Mr. Field will be compensated in accordance with the Company’s director compensation program, the components of which are disclosed in the Company’s proxy statement relating to 2026 Annual Meeting of Stockholders filed with the U.S. Securities and Exchange Commission on March 6, 2026. In accordance with this program, Mr. Field will be granted restricted stock units (RSUs) in connection with his election to the Board.

No determination has yet been made regarding the appointment of Mr. Field to any committees of the Board. Except as otherwise disclosed herein, there are no arrangements between Mr. Field and any other person pursuant to which Mr. Field was elected to serve as a director, nor are there any transactions to which the Company or any of its subsidiaries is a party and in which Mr. Field has a material interest.

No determination has yet been made regarding the appointment of Mr. Field to any committees of the Board. Except as otherwise disclosed herein, there are no arrangements between Mr. Field and any other person pursuant to which Mr. Field was elected to serve as a director, nor are there any transactions to which the Company or any of its subsidiaries is a party and in which Mr. Field has a material interest.

On April 10, 2026, the Company issued a press release announcing the election of Mr. Field, a copy of which is attached hereto as Exhibit 99.1, and is incorporated by reference herein.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits:

Exhibit No.

Description

99.1

P ress Release

104

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