HUM: Leadership change

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. (d) On July 28, 2026, the Board of Directors (the “Board”) of Humana Inc. (the “Company”) expanded its number of authorized directors from eleven to thirteen and elected Frederick J. Crawford and Paul J. Smith as directors of the Company, in each case effective on July 28, 2026. The Board of Directors has determined that Messrs. Crawford and Smith qualify as independent directors under the New York Stock Exchange’s director independence standards. Messrs. Crawford and Smith will each be compensated in accordance with the Company’s director compensation program, the components of which were 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, Messrs. Crawford and Smith will each be granted restricted stock units (RSUs) in connection with their election to the Board. No determination has yet been made regarding the appointments of Messrs. Crawford and Smith to any committees of the Board. Except as otherwise disclosed herein, there are no arrangements between Messrs. Crawford or Smith and any other person pursuant to which Messrs. Crawford or Smith were elected to serve as directors, nor are there any transactions to which the Company or any of its subsidiaries is a party and in which Messrs. Crawford or Smith have a material interest. On July 29, 2026, the Company issued a press release announcing the election of Messrs. Crawford and Smith, a copy of which is attached hereto as Exhibit 99.1, and is incorporated by reference herein. Item 9.01 Financial Statements and Exhibits