HUM: Material agreement · New financial obligation

Item 1.01. Entry into a Material Definitive Agreement. On May 15, 2026 (the “Closing Date”), pursuant to separate Purchase Agreements, dated May 5, 2026, among Humana Inc. (the “Company”), Goldman Sachs & Co. LLC, BofA Securities, Inc., Citigroup Global Markets Inc., Morgan Stanley & Co. LLC and Wells Fargo Securities, LLC, as representatives of the several initial purchasers, and Horseshoe Funding Trust I (the “2036 Trust”) and Horseshoe Funding Trust II (the “2055 Trust” and, together with the 2036 Trust, the “Trusts”), the 2036 Trust and the 2055 Trust each completed the issuance and sale of 750,000 Pre-Capitalized Trust Securities (the “2036 P-Caps” and the “2055 P-Caps,” respectively, and together, the “P-Caps”) for an aggregate purchase price of $750,000,000 per Trust in offerings exempted from registration under the Securities Act of 1933, as amended (the “Securities Act”). The P-Caps provide the Company with on-demand capital and liquidity by permitting the Company to issue up to $750,000,000 aggregate principal amount of its 6.062% Senior Notes due 2036 (the “2036 Senior Notes”) to the 2036 Trust during a ten-year period and up to $750,000,000 aggregate principal amount of its 6.887% Senior Notes due 2055 (the “2055 Senior Notes” and, together with the 2036 Senior Notes, the “Senior Notes”) to the 2055 Trust during a thirty-year period. Each Trust invested the proceeds from the sale of its P-Caps in principal and interest strips of U.S. Treasury securities (the “Eligible Assets”). On the Closing Date, the Company also entered into separate facility agreements (each, a “Facility Agreement”) with each Trust and The Bank of New York Mellon Trust Company, N.A., as trustee for the Senior Notes (the “Trustee”). Under the Facility Agreements, each Trust granted the Co