HUMANA INC

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a)

of the Securities Exchange Act of 1934

(Amendment No. )

Filed by the Registrant

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Filed by a Party other than the Registrant

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Check the appropriate box:

Humana Inc.

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

Humana Inc. 500 West Main Street Louisville, Kentucky 40202

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 17, 2025, beginning at 1:00 p.m., Eastern Time in a virtual setting with live audio webcast that will be accessible atwww.virtualshareholdermeeting.com/HUM2025. 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 three 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 (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 7, 2025 to our stockholders of record as of February 28, 2025.

2024 Reflections

For our Company and our stakeholders, 2024 was another dynamic year, during which we continued to navigate a complex period of change for the Medicare Advantage (MA) industry, as medical cost trends increased, utilization patterns normalized, and various regulatory changes were implemented. We were pleased with the Company’s ability to successfully navigate these challenges and deliver on our 2024 financial guidance, while also making incremental investments to support operational excellence. Since our last annual meeting, the Board took actions to ensure that we have the right management team and Board to navigate this complex environment, achieve our strategy and deliver value for our fellow stockholders over the long-term.

Introducing President and CEO Jim Rechtin

Reflecting an intentional and multi-year process, the Board undertook a rigorous approach to identifying Bruce Broussard’s successor and determined James (Jim) Rechtin has the right skills and experience to lead Humana through its next chapter. Mr. Rechtin brings strong leadership experience in the healthcare sector and a deep understanding of our core business. The Board was also impressed with his strong combination of operational, industry and CEO expertise, and believed that his first-hand experience leading organizations in a changing health care services continuum would help accelerate our Company’s integrated care strategy.

Executing Key Leadership Transitions and Talent Acquisition

The Board also oversaw the succession and talent acquisition process for several new members of the management team that were announced in 2024. This included establishing a President of Enterprise Growth position and appointing David Dintenfass to help deliver on our long-term strategy and maximize growth in the MA market. We also announced that Celeste Mellet would succeed Susan Diamond as our Chief Financial Officer, and we appointed a new Chief Human Resources Officer and Chief Information Officer, all of whom stepped into their roles in 2025 and have hit the ground running.

Bolstering our Highly Qualified, Skilled and Engaged Board

As our industry and strategic priorities evolve, we remain focused on ensuring we have the right Board in place to provide robust oversight of the Company. We were pleased to welcome Gordon Smith to the Board last October. Mr. Smith’s deep operational expertise and experience leading complex, highly regulated organizations has already provided the Board with valuable insights into the customer journey and digital transformation. Mr. Smith is the 11 th new Independent Director added since 2017.

Navigating a Dynamic MA Environment

We continued to build on the strength of our core insurance operations. In 2024, we grew our individual MA membership by over 250,000, representing solid year over year growth of 5%, while taking incremental pricing action to mitigate the reimbursement and regulatory environment. In this dynamic environment, we emphasize that the MA program maintains strong bipartisan support and is increasingly popular with Medicare beneficiaries as it delivers high-quality, comprehensive care at an affordable cost.

Advancing our CenterWell Strategy

The growth of both our primary care and value-based (VBC) home health businesses continues. Our primary care platform experienced significant growth in 2024, now operating 344 centers serving over 390,000 patients, representing year over year growth of 16 percent and 33 percent, respectively. Looking ahead, we will continue to scale our platform through a combination of new center adds, patient growth and expansion of our Independent Physician Association business.

As your Board of Directors, we take our responsibilities seriously and are committed to representing our stockholders’ interests over the long-term. Looking ahead, the Board has conviction that the strong core fundamentals and growth outlook for MA and VBC remain intact. Further, we believe that Humana’s platform, unique focus on MA, and expanding CenterWell and Medicaid capabilities will allow us to compete effectively, drive better outcomes for our members and patients, and deliver compelling and sustainable stockholder value over the long-term.

We hope you can attend the meeting. However, even if you are unable to join us, we urge you to still exercise your right as a stockholder and vote by telephone, mail or using the Internet. The vote of every stockholder is important. On behalf of the Board, thank you for your investment and continued confidence in Humana’s success.

Notice of 2025 Annual Meeting of Stockholders

By Order of the Board of Directors,

Joseph M. Ruschell

Vice President, Associate General Counsel & Corporate Secretary

March 7, 2025