HUM: Company disclosure

Item 7.01 Regulation FD Disclosure. Blackrock Joint Venture Humana Inc. (the “Company”) issued a press release today reporting its entry into a new joint venture arrangement with funds and accounts managed by HPS Investment Partners, a subsidiary of BlackRock, Inc. (“BlackRock”), to manage and operate an existing network of CenterWell Senior Primary Care clinics that currently sit within joint ventures owned by funds affiliated with Welsh, Carson, Anderson & Stowe (“WCAS”) and CenterWell. The new joint venture arrangement will replace CenterWell’s existing joint ventures with WCAS through BlackRock’s acquisition of WCAS’s current equity stake, with certain modifications to the existing terms. Among other things, the new joint venture does not include a put option exercisable by BlackRock. The new joint venture arrangement will give rise to a derivative instrument that will be recorded on the Company's balance sheet at fair value; however, the Company expects a significant reduction in the liabilities on its balance sheet associated with the new arrangement compared to the put arrangements for the existing joint ventures. CenterWell will have the option to begin purchasing clinics from the joint venture at its election beginning in 2028. If CenterWell has not acquired all of the joint venture’s clinics by the end of 2033, BlackRock will have the right to elect to exit the joint venture through a sale process for the joint venture’s remaining clinics, subject to CenterWell’s right to submit the first offer to acquire any such remaining clinics. CenterWell has also agreed to certain minimum return protections for BlackRock, resulting in the derivative instrument mentioned above. All in, Humana anticipates a significantly lower cost of capital under the new joint venture, r