Form 8-K
8-K — HUMANA INC
Accession: 0000049071-26-000047
Filed: 2026-07-29
Period: 2026-07-28
CIK: 0000049071
SIC: 6324 (HOSPITAL & MEDICAL SERVICE PLANS)
Item: Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers: Compensatory Arrangements of Certain Officers
Item: Financial Statements and Exhibits
Documents
8-K — hum-20260728.htm (Primary)
EX-99.1 (pressrelease.htm)
GRAPHIC (image.jpg)
XML — IDEA: XBRL DOCUMENT (R1.htm)
8-K
8-K (Primary)
Filename: hum-20260728.htm · Sequence: 1
hum-20260728
0000049071false00000490712026-07-282026-07-28
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): July 29, 2026 (July 28, 2026)
Humana Inc.
(Exact name of registrant as specified in its charter)
Delaware 001-5975 61-0647538
(State or other jurisdiction of incorporation) (Commission File Number) (IRS Employer Identification No.)
101 East Main Street, Louisville, Kentucky 40202
(Address of principal executive offices, including zip code)
(502) 580-1000
(Registrant’s telephone number, including area code)
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
Title of each class Trading Symbol Name of each exchange on which registered
Common Stock HUM New York Stock Exchange
Indicate by check mark whether the registrant is an emerging growth company as defined in as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
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.
(d) Exhibits:
Exhibit No.
Description
99.1
Press Release
104 Cover Page Interactive Data File (embedded within the Inline XBRL document)
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this Report to be signed on its behalf by the undersigned hereunto duly authorized.
HUMANA INC.
BY: /s/ Valerie M. Talkers
Valerie M. Talkers
Vice President, Associate General Counsel & Corporate Secretary
Dated: July 29, 2026
EX-99.1
EX-99.1
Filename: pressrelease.htm · Sequence: 2
Document
n e w s r e l e a s e
FOR MORE INFORMATION CONTACT:
Investors:
Lisa Stoner - Humana Investor Relations; (502) 580-2652;
lstamper@humana.com
Media:
Mark Taylor - Humana Corporate Communications; (317) 753-0345;
MTaylor108@humana.com
Humana Elects Paul Smith and Frederick Crawford to Board of Directors
•Smith is the Chief Commercial Officer at Anthropic PBC and brings 30+ years scaling go-to-market strategies at the world's leading enterprise technology companies
•Crawford brings decades of experience as Chief Financial Officer of three publicly traded insurers, most recently serving as President and Chief Operating Officer of Aflac before his retirement
LOUISVILLE, KY (July 29, 2026) – Humana Inc. (NYSE: HUM) today announced that the Company’s Board of Directors has elected Paul Smith and Frederick Crawford as new Board members, effective immediately.
Smith is the Chief Commercial Officer at Anthropic, PBC where he leads commercial strategy and global go-to-market operations as the company scales to meet growing enterprise demand worldwide. He brings over 30 years of experience leading global go-to-market organizations through major technology transitions, from cloud computing to SaaS adoption, at some of the world’s largest enterprise technology companies. Before joining Anthropic, he served as Chief Commercial Officer and President of Global Customer and Field Operations at ServiceNow, and held senior leadership roles at Salesforce and Microsoft. He received his bachelor’s degree from the University of Plymouth in the UK.
Crawford brings deep financial and operational experience, having spent more than 30 years in the insurance and banking industries. He joined Aflac in 2015 as Executive Vice President and Chief Financial Officer, before being promoted to President and Chief Operating Officer in 2020, a role that included oversight of Aflac’s operations and expansion in key business areas, until his retirement in 2024. Before Aflac, Crawford served as Executive Vice President and Chief Financial Officer at two holding companies
1
for insurance businesses – CNO Financial Group and Lincoln Financial Group. Earlier in his career, he spent more than a decade in banking, including at Bank One Corporation, covering the insurance industry. Crawford earned a Bachelor of Science in Business at Indiana State University and an MBA from the University of Iowa. He sits on the Board of Webster Financial Corporation as a member of both the Audit and Risk committees.
“We are pleased to welcome Paul and Fred to the Humana Board. Paul has deep experience guiding the world’s largest enterprises in responsibly adopting technology and AI at scale along with a strong track record in product development and client service, while Fred brings broad industry experience and financial expertise focused on disciplined capital allocation and risk management,” said Humana Chairman of the Board Kurt J. Hilzinger. “Paul and Fred are both proven, accomplished executives whose experiences will complement our Board’s expertise well. Their perspectives will be invaluable as we advance Humana’s long-term vision to become a consumer healthcare company.”
The election of Smith and Crawford brings the number of Humana directors to 13.
About Humana
Humana is a leading U.S. healthcare company. Through our Humana insurance services, and our CenterWell healthcare services, we make it easier for the millions of people we serve to achieve their best health – delivering the care and service they need, when they need it. These efforts are leading to a better quality of life for people with Medicare, Medicaid, families, individuals, military service personnel, and communities at large. Learn more about what we offer at Humana.com and at CenterWell.com.
###
2
GRAPHIC
GRAPHIC
Filename: image.jpg · Sequence: 6
Binary file (22584 bytes)
Download image.jpg
XML — IDEA: XBRL DOCUMENT
XML
Filename: R1.htm · Sequence: 8
v3.26.1
Cover
Jul. 28, 2026
Cover [Abstract]
Document Type
8-K
Document Period End Date
Jul. 28, 2026
Entity Registrant Name
Humana Inc.
Entity Incorporation, State or Country Code
DE
Entity File Number
001-5975
Entity Tax Identification Number
61-0647538
Entity Address, Address Line One
101 East Main Street
Entity Address, City or Town
Louisville
Entity Address, State or Province
KY
Entity Address, Postal Zip Code
40202
City Area Code
502
Local Phone Number
580-1000
Written Communications
false
Soliciting Material
false
Pre-commencement Tender Offer
false
Pre-commencement Issuer Tender Offer
false
Title of 12(b) Security
Common Stock
Trading Symbol
HUM
Security Exchange Name
NYSE
Entity Emerging Growth Company
false
Entity Central Index Key
0000049071
Amendment Flag
false
X
- Definition
Boolean flag that is true when the XBRL content amends previously-filed or accepted submission.
+ References
No definition available.
+ Details
Name:
dei_AmendmentFlag
Namespace Prefix:
dei_
Data Type:
xbrli:booleanItemType
Balance Type:
na
Period Type:
duration
X
- Definition
Area code of city
+ References
No definition available.
+ Details
Name:
dei_CityAreaCode
Namespace Prefix:
dei_
Data Type:
xbrli:normalizedStringItemType
Balance Type:
na
Period Type:
duration
X
- Definition
Cover page.
+ References
No definition available.
+ Details
Name:
dei_CoverAbstract
Namespace Prefix:
dei_
Data Type:
xbrli:stringItemType
Balance Type:
na
Period Type:
duration
X
- Definition
For the EDGAR submission types of Form 8-K: the date of the report, the date of the earliest event reported; for the EDGAR submission types of Form N-1A: the filing date; for all other submission types: the end of the reporting or transition period. The format of the date is YYYY-MM-DD.
+ References
No definition available.
+ Details
Name:
dei_DocumentPeriodEndDate
Namespace Prefix:
dei_
Data Type:
xbrli:dateItemType
Balance Type:
na
Period Type:
duration
X
- Definition
The type of document being provided (such as 10-K, 10-Q, 485BPOS, etc). The document type is limited to the same value as the supporting SEC submission type, or the word 'Other'.
+ References
No definition available.
+ Details
Name:
dei_DocumentType
Namespace Prefix:
dei_
Data Type:
dei:submissionTypeItemType
Balance Type:
na
Period Type:
duration
X
- Definition
Address Line 1 such as Attn, Building Name, Street Name
+ References
No definition available.
+ Details
Name:
dei_EntityAddressAddressLine1
Namespace Prefix:
dei_
Data Type:
xbrli:normalizedStringItemType
Balance Type:
na
Period Type:
duration
X
- Definition
Name of the City or Town
+ References
No definition available.
+ Details
Name:
dei_EntityAddressCityOrTown
Namespace Prefix:
dei_
Data Type:
xbrli:normalizedStringItemType
Balance Type:
na
Period Type:
duration
X
- Definition
Code for the postal or zip code
+ References
No definition available.
+ Details
Name:
dei_EntityAddressPostalZipCode
Namespace Prefix:
dei_
Data Type:
xbrli:normalizedStringItemType
Balance Type:
na
Period Type:
duration
X
- Definition
Name of the state or province.
+ References
No definition available.
+ Details
Name:
dei_EntityAddressStateOrProvince
Namespace Prefix:
dei_
Data Type:
dei:stateOrProvinceItemType
Balance Type:
na
Period Type:
duration
X
- Definition
A unique 10-digit SEC-issued value to identify entities that have filed disclosures with the SEC. It is commonly abbreviated as CIK.
+ References
Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Exchange Act
-Number 240
-Section 12
-Subsection b-2
+ Details
Name:
dei_EntityCentralIndexKey
Namespace Prefix:
dei_
Data Type:
dei:centralIndexKeyItemType
Balance Type:
na
Period Type:
duration
X
- Definition
Indicate if registrant meets the emerging growth company criteria.
+ References
Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Exchange Act
-Number 240
-Section 12
-Subsection b-2
+ Details
Name:
dei_EntityEmergingGrowthCompany
Namespace Prefix:
dei_
Data Type:
xbrli:booleanItemType
Balance Type:
na
Period Type:
duration
X
- Definition
Commission file number. The field allows up to 17 characters. The prefix may contain 1-3 digits, the sequence number may contain 1-8 digits, the optional suffix may contain 1-4 characters, and the fields are separated with a hyphen.
+ References
No definition available.
+ Details
Name:
dei_EntityFileNumber
Namespace Prefix:
dei_
Data Type:
dei:fileNumberItemType
Balance Type:
na
Period Type:
duration
X
- Definition
Two-character EDGAR code representing the state or country of incorporation.
+ References
No definition available.
+ Details
Name:
dei_EntityIncorporationStateCountryCode
Namespace Prefix:
dei_
Data Type:
dei:edgarStateCountryItemType
Balance Type:
na
Period Type:
duration
X
- Definition
The exact name of the entity filing the report as specified in its charter, which is required by forms filed with the SEC.
+ References
Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Exchange Act
-Number 240
-Section 12
-Subsection b-2
+ Details
Name:
dei_EntityRegistrantName
Namespace Prefix:
dei_
Data Type:
xbrli:normalizedStringItemType
Balance Type:
na
Period Type:
duration
X
- Definition
The Tax Identification Number (TIN), also known as an Employer Identification Number (EIN), is a unique 9-digit value assigned by the IRS.
+ References
Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Exchange Act
-Number 240
-Section 12
-Subsection b-2
+ Details
Name:
dei_EntityTaxIdentificationNumber
Namespace Prefix:
dei_
Data Type:
dei:employerIdItemType
Balance Type:
na
Period Type:
duration
X
- Definition
Local phone number for entity.
+ References
No definition available.
+ Details
Name:
dei_LocalPhoneNumber
Namespace Prefix:
dei_
Data Type:
xbrli:normalizedStringItemType
Balance Type:
na
Period Type:
duration
X
- Definition
Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act.
+ References
Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Exchange Act
-Number 240
-Section 13e
-Subsection 4c
+ Details
Name:
dei_PreCommencementIssuerTenderOffer
Namespace Prefix:
dei_
Data Type:
xbrli:booleanItemType
Balance Type:
na
Period Type:
duration
X
- Definition
Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act.
+ References
Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Exchange Act
-Number 240
-Section 14d
-Subsection 2b
+ Details
Name:
dei_PreCommencementTenderOffer
Namespace Prefix:
dei_
Data Type:
xbrli:booleanItemType
Balance Type:
na
Period Type:
duration
X
- Definition
Title of a 12(b) registered security.
+ References
Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Exchange Act
-Number 240
-Section 12
-Subsection b
+ Details
Name:
dei_Security12bTitle
Namespace Prefix:
dei_
Data Type:
dei:securityTitleItemType
Balance Type:
na
Period Type:
duration
X
- Definition
Name of the Exchange on which a security is registered.
+ References
Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Exchange Act
-Number 240
-Section 12
-Subsection d1-1
+ Details
Name:
dei_SecurityExchangeName
Namespace Prefix:
dei_
Data Type:
dei:edgarExchangeCodeItemType
Balance Type:
na
Period Type:
duration
X
- Definition
Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as soliciting material pursuant to Rule 14a-12 under the Exchange Act.
+ References
Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Exchange Act
-Number 240
-Section 14a
-Subsection 12
+ Details
Name:
dei_SolicitingMaterial
Namespace Prefix:
dei_
Data Type:
xbrli:booleanItemType
Balance Type:
na
Period Type:
duration
X
- Definition
Trading symbol of an instrument as listed on an exchange.
+ References
No definition available.
+ Details
Name:
dei_TradingSymbol
Namespace Prefix:
dei_
Data Type:
dei:tradingSymbolItemType
Balance Type:
na
Period Type:
duration
X
- Definition
Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as written communications pursuant to Rule 425 under the Securities Act.
+ References
Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Securities Act
-Number 230
-Section 425
+ Details
Name:
dei_WrittenCommunications
Namespace Prefix:
dei_
Data Type:
xbrli:booleanItemType
Balance Type:
na
Period Type:
duration