Every material Form 8-K Humana has filed with the SEC since February 11, 2025, read and summarized by AI: what happened, the key figures, whether it reads positive or negative for shareholders, and how big a deal it is (impact 1-5). Newest first; each brief links to its own page and to the filing on SEC.gov.
Humana reported third-quarter 2026 financial results with GAAP earnings of $1.33 per share and an adjusted loss of $0.70 per share. The company raised its full-year 2026 adjusted EPS guidance to at least $9.50 while also expanding its CenterWell and Medicaid patient footprints.
Reported third-quarter 2026 GAAP EPS of $1.33 and an adjusted loss per share of $0.70.
Raised full-year 2026 adjusted EPS guidance to at least $9.50, up from the prior expectation of at least $9.00.
CenterWell Senior Primary Care grew by 146,800 patients year-to-date, representing a 30 percent increase.
Medicaid membership grew by 103,600 members, or 7 percent, year-to-date.
Humana's board increased its size from eleven to thirteen seats on July 28, 2026, and elected Frederick J. Crawford and Paul J. Smith as directors effective that day. The board determined both are independent under NYSE standards, and committee assignments have not yet been decided. The filing involves no financial results or guidance changes, but it adds two new directors to the board.
Board expanded from eleven to thirteen authorized directors on July 28, 2026.
Frederick J. Crawford is a former President and Chief Operating Officer of Aflac and a former CFO of several insurers.
Paul J. Smith is Chief Commercial Officer at Anthropic PBC and previously held senior roles at ServiceNow, Salesforce and Microsoft.
Both directors will receive restricted stock units under the director compensation program; no committee appointments have been made yet.
Humana reported second-quarter 2026 GAAP EPS of $5.73, up from $4.51 a year earlier, and adjusted EPS of $7.61, up from $6.27, on revenue of $40.9 billion versus $32.4 billion. The company lowered its full-year 2026 GAAP EPS guidance to at least $6.52 from at least $8.36, while affirming adjusted EPS guidance of at least $9.00, which it says reflects a year-over-year decline tied to the Star Ratings headwind.
Second-quarter 2026 GAAP EPS was $5.73 versus $4.51 in 2Q25; adjusted EPS was $7.61 versus $6.27.
Revenue was $40,867 million in 2Q26 versus $32,388 million in 2Q25; GAAP pretax results were $952 million versus $741 million.
FY 2026 GAAP EPS guidance was revised to at least $6.52 from at least $8.36; adjusted EPS guidance of at least $9.00 was affirmed.
Insurance segment GAAP benefit ratio was 91.2 percent in 2Q26, in line with management's guidance of slightly above 91 percent.
Humana completed the sale of $750 million each of Pre-Capitalized Trust Securities through two Horseshoe Funding trusts, on May 15, 2026. The structure gives Humana the right to require the trusts to buy up to $750 million each of its 6.062% Senior Notes due 2036 and 6.887% Senior Notes due 2055, and Humana pays facility fees on the unused portion.
Two trusts each sold 750,000 P-Caps for $750 million, closed May 15, 2026
Humana can issue up to $750 million of 6.062% Senior Notes due 2036 over ten years and up to $750 million of 6.887% Senior Notes due 2055 over thirty years
Facility fees accrue at 1.661% per year (2036 trust) and 1.916% per year (2055 trust) on the unexercised portion
Humana must exercise the rights in full if it reasonably believes consolidated net worth has fallen below $4.0 billion
Humana reported first-quarter 2026 revenue of $39.6 billion, up from $32.1 billion a year earlier, but GAAP earnings per share fell to $9.83 from $10.30. The company cut its full-year 2026 GAAP EPS guidance to at least $8.36 from at least $8.89 while affirming its adjusted EPS guidance of at least $9.00, so shareholders face lower reported profit expectations even as sales grew.
Q1 2026 revenue was $39.6 billion versus $32.1 billion in Q1 2025.
Q1 2026 adjusted EPS was $10.31 versus $11.58 in Q1 2025; GAAP EPS was $9.83 versus $10.30.
FY 2026 GAAP EPS guidance revised to at least $8.36 from at least $8.89; adjusted EPS guidance of at least $9.00 affirmed.
George Renaudin, Insurance Segment President, will retire effective June 29, 2026; John Barger will lead Medicare Advantage operations effective immediately.
Humana's board increased its authorized directors from ten to eleven and elected Robert S. Field as a director, effective after the April 16, 2026 annual meeting. Field is a healthcare investor who will receive restricted stock units under the company's director compensation program, and the board has determined he is independent.
Board expanded from ten to eleven authorized directors; Field's election takes effect after the April 16, 2026 annual meeting adjourns.
Field is Principal and Managing Member of ηMed Capital Management LLC, an investment firm focused on U.S. healthcare services companies.
Field will be granted restricted stock units; no committee appointments have been determined yet.
Humana sold $1.0 billion of 6.625% junior subordinated notes due September 15, 2056, at 100% of principal, and the offering closed March 9, 2026. The company expects net proceeds of about $986 million, which it intends to use for general corporate purposes, including possibly repaying debt such as commercial paper borrowings.
Principal amount of $1.0 billion; public offering price 100% of principal amount
Expected net proceeds of about $986 million after underwriting discounts and offering expenses
Fixed 6.625% rate until September 15, 2031, then resets every five years to five-year U.S. Treasury rate plus 2.891%, not below 6.625%
Company may defer interest for up to 10 consecutive years if no event of default has occurred; notes are subordinate to senior indebtedness
Humana reported a fourth-quarter 2025 GAAP net loss of $6.61 per share, compared with a loss of $5.76 per share a year earlier, and full-year 2025 GAAP EPS of $9.84 versus $9.98 in 2024. The company introduced 2026 guidance of at least $8.89 GAAP EPS and at least $9.00 on an Adjusted basis, which it says reflects a year-over-year decline tied to the Star Ratings headwind for Bonus Year 2026, net of mitigation.
4Q25 GAAP net loss per share was $6.61; Adjusted net loss per share was $3.96
FY 2025 GAAP EPS was $9.84 (FY 2024: $9.98); FY 2025 Adjusted EPS was $17.14 (FY 2024: $16.21)
FY 2026 guidance: GAAP EPS of at least $8.89 and Adjusted EPS of at least $9.00, versus FY 2025 Adjusted EPS of $17.14
Company anticipates FY 2026 individual Medicare Advantage membership growth of approximately 25 percent over 2025
Humana said Insurance Segment President George Renaudin will retire by the third quarter of 2026 after a 29-year career, and will serve as a strategic advisor through December 31, 2026. Aaron Martin will join in January 2026 as President of Medicare Advantage and become Insurance Segment President after Renaudin's transition. The company also reaffirmed its FY 2025 earnings guidance, which shareholders may weigh alongside the leadership change.
George Renaudin will retire by Q3 2026 after 29 years at Humana, then advise the company through December 31, 2026 and move to temporary worker status until March 1, 2027
Aaron Martin joins in January 2026 as President of Medicare Advantage; he will become Insurance Segment President after Renaudin's transition
John Barger, current President of Medicaid and Dual Eligible programs, will be promoted to President of Medicare Advantage
Humana reaffirmed FY 2025 guidance of approximately $12.26 diluted EPS (GAAP) and approximately $17.00 Adjusted EPS, consistent with its November 5, 2025 guidance
Humana reported third-quarter 2025 GAAP EPS of $1.62, down from $3.98 a year earlier, and adjusted EPS of $3.24, down from $4.16, while consolidated GAAP revenue rose to $32.6 billion from $29.4 billion. The company lowered its full-year 2025 GAAP EPS guidance to approximately $12.26 from approximately $13.77 but kept its adjusted EPS guidance at approximately $17.00, which matters to shareholders because the GAAP cut reflects charges and fair value adjustments excluded from the adjusted figure.
3Q25 GAAP EPS of $1.62 vs $3.98 in 3Q24; adjusted EPS of $3.24 vs $4.16
3Q25 GAAP pretax income of $134 million vs $651 million in 3Q24
FY 2025 GAAP EPS guidance cut to approximately $12.26 from approximately $13.77; adjusted guidance affirmed at approximately $17.00
3Q25 Insurance segment benefit ratio of 91.1 percent, in line with prior expectation of 'just above 91 percent'
Humana reported second-quarter 2025 GAAP EPS of $4.51, down from $5.62 a year earlier, and adjusted EPS of $6.27, down from $6.96. Revenue rose to $32.4 billion from $29.5 billion. The company cut its full-year 2025 GAAP EPS guidance to about $13.77 from about $14.68 while raising adjusted EPS guidance to about $17.00 from $16.25 and revenue guidance to at least $128 billion, so headline measures moved in different directions.
2Q25 GAAP EPS was $4.51 versus $5.62 in 2Q24; adjusted EPS was $6.27 versus $6.96.
2Q25 Insurance segment benefit ratio was 89.9 percent, in line with the previously disclosed expectation of approximately 90 percent.
FY 2025 individual Medicare Advantage membership decline is now expected to be up to 500,000, down from approximately 550,000 previously.
CenterWell Primary Care now expects FY 2025 net patient growth of 50,000 to 70,000, up from 30,000 to 50,000.
Humana entered a $5.0 billion unsecured revolving credit agreement on May 30, 2025, which increases its existing 5-year commitments from $2.642 billion and replaces a 364-day $2.1 billion facility. As of May 30, 2025, the company had no borrowings outstanding and about $4.98 billion of remaining borrowing capacity, so the change adds liquidity without new debt drawn. The filing is administrative in nature, and the agreement includes a maximum debt to capitalization covenant that shareholders may want to note.
New facility totals $5.0 billion, unsecured, and permits up to $1.0 billion of incremental commitments
Increases existing 5-year commitments from $2.642 billion and replaces a 364-day $2.1 billion agreement dated May 31, 2024
As of May 30, 2025, no borrowings outstanding and about $14.7 million of undrawn letters of credit, leaving about $4.98 billion available
Full agreement to be filed as an exhibit to the Form 10-Q for the six months ending June 30, 2025
Humana reported first-quarter 2025 results with GAAP earnings per share of $10.30, up from $6.11 a year earlier, and revenue of $32.1 billion, up from $29.6 billion. The company lowered its GAAP EPS guidance for 2025 to approximately $14.68 from $15.88, while affirming its adjusted EPS guidance of approximately $16.25.
Q1 2025 GAAP EPS was $10.30 versus $6.11 in Q1 2024; adjusted EPS was $11.58 versus $7.23.
Consolidated revenues were $32,112 million in Q1 2025 versus $29,611 million in Q1 2024.
FY 2025 GAAP EPS guidance revised to approximately $14.68 from approximately $15.88; adjusted EPS guidance affirmed at approximately $16.25.
Individual Medicare Advantage membership decline of approximately 550,000 for 2025 was affirmed.
Humana agreed on March 26, 2025 to sell an additional $250 million of its 5.375% Senior Notes due 2031, and completed the offering on March 31, 2025. The add-on brings total outstanding notes in this series to $1.5 billion, and net proceeds of about $247 million are intended for general corporate purposes, which may include repaying existing debt.
Additional $250 million of 5.375% Senior Notes due April 15, 2031 sold at 99.941% of principal
Total outstanding principal of the series rises to $1.5 billion from $1.25 billion
Estimated net proceeds of approximately $247 million for general corporate purposes, which may include debt repayment
Humana completed a public offering of $1.25 billion in senior notes on March 5, 2025, with $750 million of 5.550% notes due 2035 and $500 million of 6.000% notes due 2055. The company expects net proceeds of about $1.231 billion and plans to use them mainly to repay its 4.500% senior notes due in April 2025, with the remainder for general corporate purposes.
Notes: $750 million of 5.550% senior notes due May 1, 2035, sold at 99.885% of principal; $500 million of 6.000% senior notes due May 1, 2055, sold at 98.951% of principal
Expected net proceeds of approximately $1.231 billion after underwriting discounts and estimated offering expenses
Proceeds intended first to repay 4.500% senior notes due 2025 at maturity in April 2025
Interest is payable each May 1 and November 1, beginning November 1, 2025
Humana reported a fourth-quarter 2024 GAAP net loss of $5.76 per share, compared with a $4.42 loss a year earlier, while fourth-quarter revenue rose to $29.2 billion from $26.5 billion. The company reaffirmed its 2025 outlook, with GAAP EPS guidance of approximately $15.88 and an expected individual Medicare Advantage membership decline of approximately 550,000. Shareholders face a wider quarterly loss and lower full-year EPS, partly offset by higher revenue and unchanged 2025 guidance.
4Q24 GAAP net loss per share of $5.76 versus $4.42 in 4Q23; Adjusted net loss per share of $2.16 versus $0.11 in 4Q23
FY 2024 GAAP EPS of $9.98 versus $20.00 in FY 2023; Adjusted EPS of $16.21 versus $26.09
4Q24 GAAP revenue of $29.2 billion versus $26.5 billion in 4Q23; FY 2024 revenue of $117.8 billion versus $106.4 billion
FY 2025 GAAP EPS guidance of approximately $15.88 (Adjusted approximately $16.25); individual Medicare Advantage membership expected to decline by approximately 550,000
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