HUMANA INC
For the period ended Apr 16, 2026. Filed Mar 6, 2026.
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Apr 16, 2026 · Filed Mar 6, 2026
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934 (Amendment No. )
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Preliminary Proxy Statement
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Definitive Proxy Statement
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Definitive Additional Materials
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Soliciting Material under §240.14a-12
Humana Inc.
(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
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| | | | Humana Inc. 101 East Main Street Louisville, Kentucky 40202 | |
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Dear Fellow Stockholders:
We would like to invite you to attend the Annual Meeting of Stockholders of Humana Inc., to be held on Thursday, April 16, 2026, beginning at 1:00 p.m., Eastern Time in a virtual setting with live audio webcast, that will be accessible atwww.virtualshareholdermeeting.com/HUM2026. A recording of the Annual Meeting will be available on our Investor Relations website within 48 hours after the meeting. For further information on how to participate in the meeting, please refer to the “Frequently Asked Questions” section within this proxy statement.
This proxy statement contains information about our Company and the five proposals to be voted upon by stockholders at the meeting. Please give this information your careful attention.
This year, we will once again be taking advantage of U.S. Securities and Exchange Commission (the “SEC”) rules that allow us to furnish proxy materials to our stockholders on the Internet. These materials will be available on the Internet on or about March 6, 2026 to our stockholders of record as of February 27, 2026.
2025 Reflections
The healthcare landscape in 2025 presented our Company and stakeholders with a rapidly evolving environment, characterized by complex challenges and opportunities for growth. Throughout the year, our Company demonstrated agility and resilience by actively listening to those we serve, adapting our strategies in response to their needs and market shifts, while also fostering innovation across our enterprise. This approach enabled us to deliver meaningful progress — whether through improved member experiences, enhanced clinical outcomes, or operational efficiencies.
Our commitment to transformation and customer-centricity has strengthened our foundation, ensuring that Humana is well-positioned to advance our vision of becoming a world-class, consumer-focused healthcare company. By embracing change and continuously striving for excellence, we have built momentum that will help us achieve our purpose to help our members and patients achieve their best health.
Delivering on the Consumer Promise
Over the past year, we made significant strides toward regaining our full earnings power and enhancing the experience for those we serve. Healthcare consumers continue to face a complex and fragmented system, and their need for a trusted partner has never been greater. We are meeting this challenge by making the path to care easier to navigate, more intuitive, and focused on high-quality outcomes. This work is central to our enterprise strategy which is simplifying the consumer experience to enable better outcomes at lower cost. To that end, key highlights from 2025 include:
Strong Core Performance Our Medicare Advantage (MA) business remains the foundation of our strategy. Despite cyclical pressures in the industry, the underlying fundamentals of the program are sound. We have planned for a range of external circumstances, allowing us to prioritize consumer-centricity and unlock a stable and compelling MA margin. This approach balances benefits, clinical outcomes, member service, and disciplined operations.
Clinical Excellence We closed over 660,000 additional gaps in care year-over-year and achieved significant improvement in high-weighted quality measures. Notably, our efforts have positioned us to regain sustainable, top-quartile Stars performance. We also launched new initiatives that helped 70% of incoming members complete a Health Risk Assessment before January 1, nearly double the previous year’s number — translating to healthier members and more stable medical costs.
Service and Simplicity Guided by feedback from our members, patients, and associates, we created a more intuitive online provider directory, resulting in a 17% increase in user satisfaction and a 27% increase in visit volume. In addition, we redesigned our Individual MA plans to focus on simpler, more stable benefit packages, making it easier for members to plan their care and manage costs. Member retention in Individual MA has improved by more than 500 basis points since the previous year’s Annual Election Period.
Operational and Financial Discipline We improved efficiency across the enterprise through technology, automation and simplification, enabling us to meet our financial plan for 2025 and deliver full year Adjusted EPS in line with our expectations and above initial guidance. These successes provide the capacity for further investment in our Medicaid and CenterWell businesses — both of which offer attractive standalone value and reinforce our core strengths.
A Foundation for the Future
Humana’s approach is anchored in the belief that outstanding whole person care, through both our health plans and CenterWell, enables our members and patients to achieve better health outcomes. That, in turn, drives loyalty, retention, reduced medical costs, and attractive economics for the business. This virtuous cycle supports our long-term strategy.
Looking ahead, our strong foundation and differentiated capabilities position us to continue unlocking Humana’s full potential as a consumer healthcare company. We will remain resilient and adaptable, planning for a range of market conditions while investing in what matters most: quality, access, and member experience. We do this with a continuous commitment to not only meet regulatory standards, but to exceed them.
As always, we are grateful for the trust and support of our stockholders, members, patients, and associates. Together, we are shaping a future where health is more accessible, more personal, and more sustainable for all.
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| | Kurt J. Hilzinger Chairman of the Board and Stockholder | | | James A. Rechtin Director, President and Chief Executive Officer, and Stockholder | |
| | March 6, 2026 | | | March 6, 2026 | |
| | Notice of 2026 Annual Meeting of Stockholders | |
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| | Time and Date: | | | 1:00 p.m., Eastern Time, on Thursday, April 16, 2026 | |
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| | Location: | | | www.virtualshareholdermeeting.com/HUM2026 | |
| | Agenda: | | | 1. Elect the ten (10) director nominees named in the proxy statement. 2. Ratify the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for 2026. 3. Non-binding advisory vote to approve the compensation of the Company’s Named Executive Officers. 4. Approve the Humana Inc. 2026 Stock Incentive Plan. 5. Consider and vote upon the stockholder proposal set forth in this proxy statement, if properly presented at the meeting. 6. Consider any other business properly brought before the meeting. | |
| | Record Date: | | | February 27, 2026. Humana stockholders of record at the close of business on that date will be entitled to vote. | |
| | Proxy Voting: | | | Your vote is important so that as many Shares as possible will be represented. Please vote by one of the following methods: • BY INTERNET • BY TELEPHONE • BY RETURNING YOUR PROXY CARD (if you elected to receive printed materials) • BY VOTING DURING THE ANNUAL MEETING See instructions on your proxy card or at the voting site (www.proxyvote.com). | |
By Order of the Board of Directors,
Valerie M. Talkers
Vice President, Associate General Counsel & Corporate Secretary
March 6, 2026
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.