DEF 14A of Humana Inc, Mar 6, 2026

DEF 14A of Humana Inc

Filed Mar 6, 2026 · FY20250001104659-26-024393

Open on EDGAR

  1. A Foundation for the Future

    | Corporate Governance | 18 | | Humana’s Impact | 32 | | Director Compensation | 38 | | Stock Ownership Information | 41 | | Compensation Discussion and Analysis | 44 | | Organization & Compensation Committee Report | 61 | | Executive Compensation | 62 | | Certain Transactions with Management and Others | 79 | | Audit Committee Report | 80 |

  2. A Foundation for the Future

    | Proposal Four: Approve the Humana Inc. 2026 Stock Incentive Plan | 85 |

  3. Director Skills and Expertise

    Director Skills and Expertise The following matrix summarizes the most significant skills, attributes and experiences represented on our diverse, knowledgeable, and experienced Board. More information about each director can be found in the section titled “Director Nominee Biographies.”

  4. Director Skills and Expertise

    | | Hilzinger | Rechtin | Bono | D’Amelio | Feinberg | Frederick | Katz | Klevorn | Mesquita | Smith | | Public Company CEO, CFO, or COO Have experience overseeing operational, financial and strategic execution through dynamic market cycles to drive value creation over the long-term and execute on our strategic objectives | ✓ | ✓ | | ✓ | ✓ | | ✓ | | | ✓ | | Financial Oversight, Capital Allocation, Corporate Transactions Provide expertise in the oversight of our financial statements, capital planning and deployment strategies to drive sustainable long-term growth and capital returns | ✓ | ✓ | ✓ | ✓ | ✓ | | ✓ | ✓ | | ✓ | | Healthcare Industry Possess deep knowledge of the U.S. healthcare system / leadership in various healthcare sectors including as a provider of healthcare products and services, core to our strategic execution in a complex and evolving industry | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | | | ✓ | | | IT/Digital; Data Privacy; Cyber Bring expertise in system modernization, digital transformation, artificial intelligence and machine learning, and oversight and advancement of our cybersecurity, IT, and data governance programs | | | | | ✓ | | | ✓ | | ✓ | | Marketing/Consumer Insights Contribute deep understanding of consumer expectations as we create seamless, differentiated experiences across our Insurance and CenterWell businesses | | ✓ | | | ✓ | | ✓ | ✓ | ✓ | ✓ | | Government Relations/Public Policy Have experience in regulated industries and those particularly impacted by government policies, providing a unique perspective on the complex regulatory environment in which we operate and legislative priorities of key stakeholders | ✓ | | ✓ | ✓ | | ✓ | | | | | | Risk Assessment Are skilled in spotting and addressing the multifaceted risks we face, including the complex legal and regulatory environment in which we operate and execution of robust compliance standards | ✓ | ✓ | ✓ | ✓ | ✓ | | ✓ | ✓ | | ✓ | | Corporate Governance (~) and Sustainability (+) Bring experience in effective oversight of our core corporate governance principles and policies, stockholder engagement practices (including CEO succession planning, executive compensation, Board evaluation and refreshment) and of our environmental, social and related-governance (ESG) strategy | ✓ ~ | ✓ ~ | ✓ + | ✓ ~ + | ✓ ~ + | ✓ + | ✓ ~ | ✓ ~ + | ✓ + | ✓ ~ |

  5. Director Skills and Expertise

    | 4 | Humana | 2026 Proxy Statement • Proposal One |

  6. Director Skills and Expertise

    Our Company and our Board actively promote and foster an inclusive culture to enable an environment where the unique characteristics, backgrounds and beliefs of our teammates can drive the groundbreaking, strategic thinking that gives our Company its competitive edge in a diverse marketplace. Our Board does not establish specific goals with respect to diversity; rather, Board diversity is a consideration in the director succession planning and nomination process. Diversity is also a factor in the overall assessment of the Board’s composition and effectiveness. Under the Nominating, Governance & Sustainability Committee Charter, the Board has further committed to include, and require any third-party search firm that it engages to include, candidates with diversity of race, ethnicity and gender in the slate of candidates considered by the Committee and/or the Board for nomination to the Board. The illustrations below depict independence, age, tenure and diversity represented in the composition of our director nominees. Board Refreshment The Committee and the Board follow a thoughtful refreshment process to ensure the Board’s composition best reflects the most appropriate mix of skills and experiences to provide robust oversight of the Company and its strategic priorities. The Committee and the Board also specifically strive to maintain a balance of tenure on the Board. Longer-serving directors bring valuable experience and a deep understanding of our complex business and industry, along with a historical perspective of our long-term successes, challenges and business cycles, and how these past experiences may inform our current strategy. Newer directors are also critical to the advancement of our strategy, bringing new skills and experiences and contributing fresh perspectives. The Board has established a policy that non-employee directors must retire at the first annual meeting following his or her seventy-third birthday. To encourage director refreshment, there are no exemptions or conditions in this policy. In addition to Board refreshment, our Board maintains a regular practice of evaluation and refreshment of Committee composition, including leadership roles. Over the last three years, our Board refreshed the leadership and composition of our Nominating, Governance & Sustainability Committee, Organization & Compensation Committee, and Technology Committee.

  7. Director Skills and Expertise

    | Proposal One • 2026 Proxy Statement | Humana | 5 |

  8. Director Skills and Expertise

    Director Nominee Biographies

  9. Director Skills and Expertise

    | Kurt J. Hilzinger | Chairman of the Board, Director | Age 65 | Male | White | | | Independence | Committees | | | Independent Director Since 2003 | • Investment Committee | | | Skills and Expertise | | | | • Public Company COO Experience • Financial Oversight, Capital Allocation and Corporate Transactions • Healthcare Industry Experience | • Government Relations/Public Policy • Risk Assessment • Corporate Governance | | Executive Advisor, Former Partner Court Square Capital Partners Former Director, President and COO AmerisourceBergen Corp. | Professional Summary | | | | Kurt J. Hilzinger was initially elected to the Board in July 2003 and was elected Chairman of the Board effective January 1, 2014. Mr. Hilzinger served as Lead Director from August 2010 until his appointment as Chairman. Mr. Hilzinger is an Executive Advisor and former Partner at Court Square Capital Partners (Court Square), an independent private equity firm, having held this position since November 2007. At Court Square, Mr. Hilzinger focuses principally on investments in the healthcare industry. | | | | Prior to Court Square, Mr. Hilzinger was a Director of AmerisourceBergen Corporation from March 2004 to November 2007; having previously served as President and Chief Operating Officer of AmerisourceBergen Corporation from October 2002 to November 2007, and as Executive Vice President and Chief Operating Officer from August 2001 to October 2002. As a distinguished financial executive and operator, Mr. Hilzinger led the recapitalization and initial public offering or Amerisource Health Corp. and the successful integration or Amerisource Health Corp. and Bergen Brunswig Corp. in the creation of AmerisourceBergen Corp. (now Cencora Corp.). In addition to his integration responsibilities, Mr. Hilzinger held enterprise-wide P&L responsibility while overseeing the integration of 30+ acquisitions and the transformation of the business model to fee or services. Mr. Hilzinger has significant government affairs experience interacting with the FTC, the FDA, and the DEA, and while serving as Chairman of the Healthcare Distribution Alliance (HDA). Mr. Hilzinger is a thought leader in the healthcare sector, with a successful career track record of investments in pharmaceutical services and commercialization. | | | Other Public Company Boards (1) | Board Aptitude | | | • Outlook Therapeutics, Inc. | The Board believes that Mr. Hilzinger’s distinguished experience as a financial executive, professional healthcare investor, and operating executive contributes significantly to the Board's composition. His extensive tenure as a Partner at a leading private equity firm provides a sophisticated, shareholder-aligned perspective on capital allocation, risk oversight and disciplined investment evaluation. Mr. Hilzinger’s deep financial expertise in the healthcare sector includes a track record of overseeing and leading M&A/ transaction integrations, recapitalizations, and initial public offerings and provides the Board with invaluable strategic insight. | |

  10. Director Skills and Expertise

    | 6 | Humana | 2026 Proxy Statement • Proposal One |

  11. Director Skills and Expertise

    | James A. Rechtin | Director | Age 55 | Male | White | | | Independence | Committees | | | Non-Independent Director Since 2024 | • No Committee Roles | | | Skills and Expertise | | | | • CEO Experience • Financial Oversight, Capital Allocation and Corporate Transactions • Healthcare Industry Experience | • Marketing/Consumer Insights • Risk Assessment • Corporate Governance | | President & CEO Humana Inc. Former President & CEO Envision Healthcare | Professional Summary | | | | James (Jim) Rechtin, joined Humana in January 2024, having served as President and Chief Operating Officer until July 2024. Under his leadership, Humana operates as a leading integrated care delivery model centered on improving health outcomes, driving lower costs, enhancing quality, and providing a simple and personalized member and patient experience. | | | | Prior to joining Humana, Mr. Rechtin served as President and CEO at Envision Healthcare. He has more than 22 years of health care experience with a focus on the delivery of value-based care in various medical group settings, including a deep understanding of Medicare Advantage. Prior to joining Envision, Mr. Rechtin served as President of OptumCare, part of UnitedHealth Group. Before that, Mr. Rechtin was with DaVita Medical Group and played the dual roles of Senior Vice President of Corporate Strategy and President of DaVita Medical Group’s California market. Further, he is a 14-year veteran of Bain & Company, highlighting his depth of experience in health care mergers and the overall health care sector. | | | Other Public Company Boards (0) | Board Aptitude | | | | The Board believes that Mr. Rechtin brings to Humana a strong combination of operational, industry, M&A and CEO expertise. Mr. Rechtin’s solid leadership acumen in the healthcare sector, coupled with his deep understanding of the Company’s core business, offer practical perspectives to the Board. Further, his first-hand experience leading through the challenges and opportunities of a changing health care services continuum will help accelerate the Company’s integrated care strategy at pace. | |

  12. Director Skills and Expertise

    | Proposal One • 2026 Proxy Statement | Humana | 7 |

  13. Director Skills and Expertise

    | Raquel C. Bono, M.D | Director | Age 69 | Female | Asian | | | Independence | Committees | | | Independent Director Since 2020 | • Audit Committee • Clinical Quality Committee | | | Skills and Expertise | | | | • CEO Experience • Financial Oversight, Capital Allocation and Corporate Transactions • Healthcare Industry Experience | • Government Relations/Public Policy • Risk Assessment • Sustainability/ESG | | Principal RCB Consulting CEO & Chief of Surgical Innovation Medical iSight Former CEO and Director Defense Health Agency (DHA) Former Chief Health Officer Viking Cruises | Professional Summary | | | | Raquel C. Bono, M.D. was initially elected to the Board in September 2020. Dr. Bono is a Principal at RCB Consulting having held this position since October 2019, and serves as CEO and Chief of Surgical Innovation at Medical iSight, having held this position since 2023. Dr. Bono was formerly Chief Health Officer at Viking Cruises from November 2020 until her retirement in December 2023. | | | | Prior to Viking Cruises, Dr. Bono, a board-certified trauma surgeon and retired Vice Admiral, U.S. Navy Medical Corps, served as the Chief Executive Officer and Director for the Defense Health Agency (DHA). In this capacity, Dr. Bono led a joint, integrated combat support agency that enables all branches of the U.S. military medical services to provide health care services to combatant commands in times of both peace and war. Dr. Bono integrated an unprecedented $50 billion worldwide health care enterprise for the Army, Navy, Air Force, and Marine Corps, composed of 50 hospitals and 300 clinics that provide care to 9.5 million military personnel, oversaw the Department of Defense deployment of the electronic health record, and facilitated the collaboration between the largest federated health systems of the Department of Defense and Department of Veterans Affairs (VA). | | | | An American College of Surgeons (ACS) Fellow since 1991, Dr. Bono served on the ACS Board of Governors and the Governors Health Policy and Advocacy Workgroup. She has been honored with the Defense Distinguished Service Medal, three Defense Superior Service Medals, four Legion of Merit Medals, two Meritorious Service Medals, and two Navy and Marine Corps Commendation medals. | | | Other Public Company Boards (0) | Board Aptitude | | | | The Board believes that Dr. Bono’s decorated military service and distinguished and successful career in trauma surgery and healthcare administration and fiscal management bring an important perspective to Humana’s Board and further contribute to its strategic composition. Dr. Bono’s extensive operational expertise in overseeing large-scale health systems and discipline in managing and advancing healthcare delivery systems and multi-billion dollar enterprises will be vital as the Company continues to evolve its clinical and care delivery strategies. | |

  14. Director Skills and Expertise

    | 8 | Humana | 2026 Proxy Statement • Proposal One |

  15. Director Skills and Expertise

    | Frank A. D’Amelio | Director | Age 68 | Male | White | | | Independence | Committees | | | Independent Director Since 2003 | • Audit Committee (Chair) • Nominating, Governance & Sustainability Committee | | | Skills and Expertise | | | | • Public Company CFO Experience • Financial Oversight, Capital Allocation and Corporate Transactions • Healthcare Industry Experience | • Government Relations/Public Policy • Risk Assessment • Corporate Governance • Sustainability/ESG | | Former Executive Vice President, CFO Pfizer Inc. | Professional Summary | | | | Frank A. D’Amelio was initially elected to the Board in September 2003. Mr. D’Amelio was formerly Executive Vice President, Chief Financial Officer at Pfizer Inc. having held this position from January 2022 until May 2022. Mr. D’Amelio began his career at Pfizer in 2007 and since then has held various roles of increasing responsibility, including, SVP & Chief Financial Officer (September 2007-December 2010), Executive Vice President, Business Operations and Chief Financial Officer (January 2011-October 2018) and Chief Financial Officer and Executive Vice President, Global Supply (November 2018-December 2021). | | | | Prior to Pfizer, Mr. D’Amelio was Senior Executive Vice President of Integration and Chief Administrative Officer at Alcatel-Lucent from December 2006 to August 2007, and Chief Operating Officer of Lucent Technologies Inc. from February 2006 to November 2006. From May 2001 until January 2006, he was Executive Vice President, Administration and Chief Financial Officer of Lucent. | | | Other Public Company Boards (3) | Board Aptitude | | | • Zoetis, Inc. • Hewlett Packard Enterprises • Viatris Inc. | The Board believes that Mr. D’Amelio’s skills, global experience and proven leadership in both financial and operational roles contribute greatly to the Board’s composition. Mr. D’Amelio has served as a senior executive at various global companies undergoing the kind of rapid and complex changes that the Company has undertaken in response to the rapidly changing markets and regulatory environment. His extensive knowledge of the capital markets, strategic investments and transactions and financial risk oversight experience, as well as broad experience working with the investment community, regulatory bodies and rating agencies provide unique and valuable perspective to the Board. | |

  16. Director Skills and Expertise

    | Proposal One • 2026 Proxy Statement | Humana | 9 |

  17. Director Skills and Expertise

    | David T. Feinberg, M.D. | Director | Age 63 | Male | White | | | Independence | Committees | | | Independent Director Since 2022 | • Clinical Quality Committee (Chair) • Nominating, Governance & Sustainability Committee | | | Skills and Expertise | | | | • Public Company CEO Experience • Financial Oversight, Capital Allocation and Corporate Transactions • Healthcare Industry Experience • IT/Digital; Data Privacy; Cyber Experience | • Marketing/Consumer Insights • Risk Assessment • Corporate Governance • Sustainability/ESG | | Chairman Oracle Health Former Director, President and CEO Cerner Corporation | Professional Summary | | | | David T. Feinberg, M.D. was initially elected to the Board in March 2022. Dr. Feinberg is Chairman of Oracle Health, where he is committed to making healthcare more accessible, affordable, and equitable. His work advances thought leadership and strategy related to unleashing the healing power of data through an open and connected healthcare ecosystem. Previously, Dr. Feinberg served as President and Chief Executive Officer and member of the Board of Directors of Cerner Corporation (Cerner), which is now Oracle Health. In that role Dr. Feinberg focused on delivering tools and technology to help caregivers optimize the health of their patients and communities. | | | | Dr. Feinberg joined Cerner from Google, where he held the position of Vice President of Google Health since 2019 and led Google’s worldwide health efforts, bringing together groups from across Google and Alphabet that used artificial intelligence, product expertise and hardware to tackle some of healthcare’s biggest challenges, and was responsible for organizing and innovating Google’s various healthcare initiatives. Prior to Google, he served as President and CEO of Geisinger Health where he led an operational turnaround, and pushed the use of new platforms and tools, including an IT system called a Unified Data Architecture that allowed the company to integrate big data into existing data analytics and management systems. During his Geisinger tenure, Dr. Feinberg also introduced programs and services to put a greater focus on precision medicine and better patient care. Prior to Geisinger, Dr. Feinberg worked at UCLA for more than 20 years and served in a number of leadership roles, including President, CEO and Associate Vice Chancellor of UCLA Health Sciences, Vice Chancellor and CEO for the UCLA Hospital System, and CEO of UCLA’s Ronald Reagan Medical Center. | | | | Dr. Feinberg earned his undergraduate degree at the University of California, Berkeley. He graduated with distinction from the University of Health Sciences/Chicago Medical School. He completed an internship in pediatrics at Loyola University Medical Center, and residency and fellowship training in psychiatry, addiction psychiatry, and child and adolescent psychiatry at the UCLA School of Medicine. He earned a Master of Business Administration from Pepperdine University. Dr. Feinberg is a member of the Alpha Omega Alpha Medical Honor Society, a Distinguished Fellow of American Psychiatric Association and received the Cancro Academic Leadership Award from the American Academy of Child & Adolescent Psychiatry. | | | Other Public Company Boards (1) | Board Aptitude | | | • Edwards Lifesciences Corporation | The Board believes that Dr. Feinberg’s experience leading large-scale healthcare organizations focused on leveraging technology and digital innovation to improve clinical care, including public and private companies, brings valuable insights to the Board and further contribute to its strategic composition. His experience leading major corporate transactions as a public company CEO, most notably overseeing the acquisition of Cerner by Oracle, provide the Board with significant transactional and capital allocation expertise. Dr. Feinberg’s clinical background, patient-centric mindset, operating experience, and expertise in guiding systems transformations qualify him to offer key perspectives as the Company continues to advance the integration of its clinical systems and care models to improve the customer experience and reduce costs. | |

  18. Director Skills and Expertise

    | 10 | Humana | 2026 Proxy Statement • Proposal One |

  19. Director Skills and Expertise

    | Wayne A. I. Frederick, M.D. | Director | Age 54 | Male | African American/Black | | | Independence | Committees | | | Independent Director Since 2020 | • Organization & Compensation Committee • Technology Committee | | | Skills and Expertise | | | | • Healthcare Industry Experience • Government Relations/Public Policy | • Sustainability/ESG | | Interim President and President Emeritus Howard University | Professional Summary | | | | Wayne A. I. Frederick, M.D. was initially elected to the Board in February 2020. He is the Interim President of Howard University, having been appointed to serve since September 1, 2025, and President Emeritus having previously served as the 17th President from July 2014-September 2023, and is the distinguished Charles R. Drew Professor of Surgery at the Howard University College of Medicine. He is also a practicing cancer surgeon at Howard University Hospital. Prior to that Dr. Frederick served as Howard University’s Interim President (elected October 2013) after serving as Provost and Chief Academic Officer for more than a year. | | | | Following his post-doctoral research and surgical oncology fellowships at the University of Texas MD Anderson Cancer Center, Dr. Frederick began his academic career as Associate Director of the Cancer Center at the University of Connecticut. Upon his return to Howard University, his academic positions included Associate Dean in the College of Medicine, Division Chief in the Department of Surgery, Director of the Cancer Center and Deputy Provost for Health Sciences. He also earned a Master of Business Administration degree from Howard University’s School of Business in 2011. | | | | Dr. Frederick is a fellow of the American College of Surgeons (ACS) and belongs to numerous surgical and medical organizations, including, the ACS’ Academy of Master Surgeon Educators, the American Surgical Association and the National Academy of Medicine. In addition to his public board service, Dr. Frederick also serves on the Board of Directors of Mutual of America Life Insurance Co. | | | Other Public Company Boards (4) | Board Aptitude | | | • Insulet Corporation • Tempus AI, Inc. • Workday, Inc. • Agostini Limited | The Board believes that Dr. Frederick’s exemplary career as a leader in medical research, healthcare academics and business administration brings valuable insights to the Board to assist in the advancement of its strategic healthcare goals. Dr. Frederick’s extensive healthcare and disease management background will be instrumental to our company’s relationships with our members and our physician partners, as the Company continues to innovate in the area of health data analytics. | |

  20. Director Skills and Expertise

    | Proposal One • 2026 Proxy Statement | Humana | 11 |

  21. Director Skills and Expertise

    | Karen W. Katz | Director | Age 69 | Female | White | | | Independence | Committees | | | Independent Director Since 2019 | • Nominating, Governance & Sustainability Committee (Chair) • Organization & Compensation Committee | | | Skills and Expertise | | | | • Public Company CEO Experience • Financial Oversight, Capital Allocation and Corporate Transactions | • Marketing/Consumer Insights • Risk Assessment • Corporate Governance | | Former President and CEO Neiman Marcus Group LTD | Professional Summary | | | | Karen W. Katz, M.B.A. was initially elected to the Board in September 2019. She was most recently interim CEO of Intermix, LLC from June 2022 to December 2022. Prior to Intermix, Ms. Katz served as the President and CEO of Neiman Marcus Group LTD LLC from 2010 to February 2018. Under Ms. Katz’s leadership, the company executed strategies focused on prioritizing the customer experience and technology integration. Neiman Marcus Group is an international multibrand omni-channel retailer whose portfolio of brands includes Neiman Marcus, Bergdorf Goodman and MyTheresa. Having joined Neiman Marcus in 1985, Ms. Katz served in key executive and leadership roles in the company’s merchant, stores and eCommerce organizations as Executive Vice President — Stores, a member of the Office of the Chairman of Neiman Marcus Group, and President, Neiman Marcus Online, and President and CEO, Neiman Marcus Stores. | | | Other Public Company Boards (1) | Board Aptitude | | | • The RealReal, Inc. (Chairperson) | The Board believes that Ms. Katz is an extremely accomplished executive with deep experience in financial oversight and corporate transactions, derived from leading a multi-billion dollar enterprise through complex financial transactions. Beyond her demonstrated commitment to understanding, and meeting, the needs of customers by maintaining a personalized experience enabled by digital transformation, she brings a holistic approach to customer service, including acumen for employing technology to advance service delivery, combined with demonstrated success in growing business through forward thinking leadership, providing valuable perspective and expertise to the Board. | |

  22. Director Skills and Expertise

    | 12 | Humana | 2026 Proxy Statement • Proposal One |

  23. Director Skills and Expertise

    | Marcy S. Klevorn | Director | Age 66 | Female | White | | | Independence | Committees | | | Independent Director Since 2021 | • Technology Committee (Chair) • Audit Committee | | | Skills and Expertise | | | | • Financial Oversight, Capital Allocation and Corporate Transactions • IT/Digital; Data Privacy; Cyber Experience • Marketing/Consumer Insights | • Risk Assessment • Corporate Governance • Sustainability/ESG | | Former Chief Transformation Officer Ford Motor Company | Professional Summary | | | | Marcy S. Klevorn was initially elected to the Board in February 2021. Ms. Klevorn was formerly the Chief Transformation Officer of Ford Motor Company from May 2019 until her retirement in October 2019. In this role, she accelerated the company’s transformation by helping to refine its corporate governance systems, facilitate faster adoption of agile teams across the business and ensure process improvements across the enterprise. She also facilitated strategic partnerships with key technology partners and supported the company’s diversity efforts. Having joined Ford Motor Company in 1983, Ms. Klevorn served in key executive and leadership roles within the company’s information technology organization including Director of the Office of the Chief Information Officer and Group Vice President of Information Technology. Ms. Klevorn also served as Executive Vice President and President of Ford Smart Mobility LLC, a division of Ford Motor Company, where she oversaw certain acquisitions and other investments and helped to accelerate the company’s plans to design, build, grow and invest in emerging mobility services and global data insight and analytics. | | | Other Public Company Boards (2) | Board Aptitude | | | • Northern Trust Corporation • Cerence Inc. | The Board believes that Ms. Klevorn’s extensive executive experience and leadership in digital innovation, systems transformation, financial oversight and capital deployment brings valuable insights to the Board as the Company continues to enhance its technology-driven platforms for members and providers. Ms. Klevorn’s deep understanding of information technology, cyber security, and systems management and infrastructure, combined with her proven ability to connect systems to strategy execution qualify her to provide key insights in the Company’s consumer-focused approach to care. | |

  24. Director Skills and Expertise

    | Proposal One • 2026 Proxy Statement | Humana | 13 |

  25. Director Skills and Expertise

    | Jorge S. Mesquita | Director | Age 64 | Male | White | | | Independence | Committees | | | Independent Director Since 2021 | • Investment Committee • Clinical Quality Committee | | | Skills and Expertise | | | | • Healthcare Industry Experience • Marketing/Consumer Insights • Sustainability/ESG | | | Former Chief Executive Officer Blue Triton Brands Former Executive Vice President, Worldwide Chairman, Consumer Johnson & Johnson | Professional Summary | | | | Jorge S. Mesquita was initially elected to the Board in February 2021. Mr. Mesquita was formerly Chief Executive Officer of BlueTriton Brands, from July 2021 until March 2022. In this role Mr. Mesquita led the company’s initiatives to expand market leadership, advance commitment to sustainability and environmental stewardship and to realize the potential of the company’s portfolio of water brands. | | | | Prior to joining BlueTriton Brands, Mr. Mesquita was formerly the Executive Vice President, Worldwide Chairman, Consumer of Johnson & Johnson (J&J), from December 2014 until February 2019, where he was responsible for increasing competition within J&J’s consumer business through a comprehensive transformational strategy. In this role, Mr. Mesquita served on J&J’s Executive Committee and led the Consumer Group Operating Committee. Prior to that, Mr. Mesquita was employed by The Procter & Gamble Company (P&G), where he held various marketing and leadership positions for 29 years from 1984 to 2013. During his tenure at P&G, Mr. Mesquita served as Group President — New Business Creation and Innovation from March 2012 until June 2013, Group President — Special Assignment from January 2012 until March 2012, Group President, Global Fabric Care from 2007 to 2011 and President, Global Home Care from 2001 to 2007, also serving as President of Commercial Products and President of P&G Professional from 2006 to 2007. | | | Other Public Company Boards (1) | Board Aptitude | | | • Mondelez International, Inc. | The Board believes that Mr. Mesquita’s proven experience in leading business units for significant global, consumer-oriented companies provides a valuable perspective to Humana’s Board and further contribute to its strategic composition. Mr. Mesquita’s forward-thinking, transformational mindset and strong track record of building and marketing global brands, developing consumer insight-driven innovation capabilities, and driving strong, profitable growth will be essential as the Company continues to create seamless consumer experiences and help its members achieve their best health. | |

  26. Director Skills and Expertise

    | 14 | Humana | 2026 Proxy Statement • Proposal One |

  27. Director Skills and Expertise

    | Gordon Smith | Director | Age 67 | Male | White | | | Independence | Committees | | | Independent Director Since 2024 | • Organization & Compensation Committee (Chair) • Technology Committee | | | Skills and Expertise | | | | • Public Company COO Experience • Financial Oversight, Capital Allocation and Corporate Transactions • IT/Digital; Data Privacy; Cyber Experience | • Marketing/Consumer Insights • Risk Assessment • Corporate Governance | | Former Co-President and Co-COO JPMorgan Chase & Co. | Professional Summary | | | | Gordon Smith was initially elected to the Board in October 2024. Mr. Smith was formerly the Co-President and Co-Chief Operating Officer of JPMorgan Chase & Co. (JPMorgan), having held these positions from 2018 until retiring in January of 2022. In this role, Mr. Smith served as a member of the firm’s Operating Committee and helped oversee all aspects of the company’s business and operations. Mr. Smith’s career at JPMorgan began in 2007 and spanned 15 years, where he previously served as Chief Executive Officer of Consumer & Community Banking (2012-2021), and prior to that held various roles of increasing responsibility, including as CEO of Chase Card Services, Auto Finance and Student Lending (2011-2012), and CEO of Chase Card Services (2007-2011). Prior to his time at JPMorgan, Mr. Smith spent more than 25 years at American Express, where he led and managed several businesses, including the Global Commercial Card Business. Mr. Smith is also an operating advisor to Clayton, Dubilier & Rice, LLC. | | | Other Public Company Boards (2) | Board Aptitude | | | • Choice Hotels International • Comcast Corporation | The Board believes that Mr. Smith is an extremely accomplished executive with deep experience leading complex, highly regulated financial organizations in driving better, faster and more efficient businesses for consumers. This significant operational, financial and transactional expertise provides the Board with valuable insights into capital management, the customer journey across complementary businesses, brand management, and accelerating the digital transformation of legacy businesses, deepening its strategic composition as the Company continues to grow its Medicare Advantage and CenterWell health services businesses, drive operational efficiencies, and create seamless consumer experiences. | |

  28. Director Skills and Expertise

    Director Independence To qualify as independent under the Guidelines and the rules of the NYSE, the Board of Directors must affirmatively determine that a director has no material relationship with the Company, other than as a director (i.e., a relationship which could interfere with the director’s exercise of independent judgment). In addition, any relationships between the Company or any of its affiliates and any director or entity related to a director must be below the thresholds for independence prescribed by the NYSE. Pursuant to the Guidelines, the Board undertakes an annual review of director independence, including an assessment of whether a transaction was arms-length and of fair market value. During this review, the Board considers transactions and relationships between each director or any member of his or her immediate family and the Company and its subsidiaries and affiliates, including transactions or relationships that are reported under “Certain Transactions with Management and Others” in this proxy statement. As provided in the Guidelines, the purpose of this review is to determine whether any such transactions or relationships are inconsistent with a determination that a director is independent.

  29. Director Skills and Expertise

    | Proposal One • 2026 Proxy Statement | Humana | 15 |

  30. Director Skills and Expertise

    In the course of this review for the current year, the Board specifically analyzed and discussed the following matters: a relationship between the Company and Oracle Health, for which David T. Feinberg, M.D., one of our current directors, serves as an executive officer; (2) a relationship between the Company and Howard University and the Howard University Healthcare system, or Howard, for which Wayne A. I. Frederick, M.D., one of our current directors, served as interim president and Charles R. Drew Professor of Surgery during 2025; and (3) financing arrangements between the Company and companies that are affiliated with certain of our directors. Oracle Health. Oracle America, Inc., a subsidiary of Oracle Corporation, or OAI, has a license subscription contract with our subsidiary, Humana Digital Health and Analytics Platform Services, Inc., or HDH&A. In 2025, OAI paid HDH&A approximately $5.36 million in associated license, subscription, maintenance, and professional service fees, which are comparable to other non-affiliated customers for the provision of similar services. The Company also paid approximately $35,870 to Oracle Health for medical claims and services in 2025, which are comparable to other non-affiliated service providers for the provision of similar services. The relationships described herein are not material to the Company and do not represent a direct or indirect material interest for Dr. Feinberg. Howard University. The relationship between the Company and Howard University includes arrangements with the Howard University healthcare system in which the Company paid approximately $856,150 in medical claims during 2025. The relationship described herein did not represent a direct or indirect material interest for Dr. Frederick. Financing Arrangements. Certain of our non-employee directors are partners, shareholders and/or officers of companies that have commercial paper programs or other financing arrangements in which we participate in the ordinary course of business. Payments to or from such companies constituted less than the greater of $200,000 or 1% of each of Humana’s and the recipient’s annual revenue, respectively, in each of the past three years. At the conclusion of its review for the current year, the Board affirmatively determined that in each case the relationship between the Company or its affiliate and each director-related entity was not material and would not interfere with the director’s exercise of independent judgment. In addition, each of those relationships was below the thresholds for independence prescribed by the NYSE. Directors recused themselves from the independence assessment as the matter was relative to himself or herself. Consistent with these considerations and based on its review of director independence in light of the standards contained in the Guidelines, the Board determined that each member of the Board of Directors (except Mr. Rechtin, as a current employee of the Company) is independent. Identifying Nominees for Directors The Board has delegated an established screening process for director nominees to the Nominating, Governance & Sustainability Committee, with counsel from our Chairman, our Chief Executive Officer, and outside consultants as appropriate. The goal of the screening process is to assemble a group of potential board members with deep, varied experience, sound judgment, and commitment to the Company’s success. The Committee receives notice of potential candidates through any of the following avenues: (i) Board self-identification; (ii) third-party recommendations; and (iii) stockholder recommendations. While director nominees may be presented to the Board for consideration by the Committee through any of these methods, the Board is ultimately responsible for assessing the needs of the Board, appointing candidates to the Board, and nominating candidates for election by our stockholders at our annual meeting. Once the Committee has compiled its group of suitable candidates and conducted appropriate diligence, it then meets with the Board to review the candidates for further consideration. Board Self-Identification. The Committee regularly assesses the appropriate size of the Board, the areas of expertise required to effectively contribute to the Board process, and whether any vacancies are anticipated. It also annually assesses the director qualification criteria to ensure the Board has appropriate skill composition aimed at the Company’s long-term business strategy, operations, risks, thought and perspective. As a result, the Committee may recommend to the Board a need for an additional director, Board refreshment for certain requisite skills and qualifications, and/or suggest the replacement of an existing director for other credible reasons. Third-Party Recommendations. From time to time, the Committee engages a professional third-party search firm to assist the Board of Directors and the Committee in identifying and recruiting candidates for Board membership. Stockholder Nominees. The policy of the Committee is to consider stockholder recommendations for candidates for membership on the Board as described above under “Identifying Nominees for Directors.” In addition, stockholders may nominate candidates

  31. Director Skills and Expertise

    | 16 | Humana | 2026 Proxy Statement • Proposal One |

  32. Director Skills and Expertise

    for election to the Board of Directors in accordance with the specific provisions in our Bylaws, a copy of which is available on our website at www.humana.com. From the www.humana.com website, then click on “More Humana,” then click on “For Investors,” then click on “Corporate Governance,” and then click on the link titled, “Bylaws.” A summary of these provisions, which include customary provisions for the inclusion of candidates in our proxy statement (proxy access) is included in the “Frequently Asked Questions” section within this proxy statement under the caption “What is the due date for stockholder nominees for director for the Company’s 2027 Annual Meeting?” Board of Directors Nominee Determination At the recommendation of the Nominating, Governance & Sustainability Committee, the Board has nominated ten (10) individuals for this year’s election. The Board believes that each director nominee possesses and demonstrates the character, integrity, independence, business judgment and all other requisite skills, qualifications and attributes necessary to effectively (i) act in the best interests of the Company and its stockholders and (ii) exercise active and independent oversight of the Company’s Enterprise Leadership Team, business affairs and assets. As a group, the director nominees create a diverse, knowledgeable and experienced Board with strong executive experience; financial expertise; knowledge and experience in healthcare; expertise in information systems; protection and digital innovation; and consumer orientation necessary to oversee the Company’s business and the execution of our strategy. We believe that the current Board members have a deep commitment to the Company’s success, as evidenced by the key qualifications, skills, experiences and diversity of backgrounds of each director described herein. The information given in this proxy statement concerning the nominees is based upon statements made or confirmed to the Company by or on behalf of the nominees. Vote Required and Recommendation of the Board of Directors A director nominee will be elected if the number of votes cast for the nominee exceeds the number of votes cast against the nominee. Shares not present at the Annual Meeting and Shares voting “abstain” or broker non-votes have no effect on the election of directors. Under the Company’s Majority Vote Policy, following a director’s initial election to our Board of Directors, the director is required to submit his or her irrevocable resignation to our Board of Directors, conditioned upon (i) the director not achieving the requisite stockholder vote at any future meeting at which they face re-election, and (ii) acceptance of the resignation by the Board of Directors following that election. The Board of Directors has 90 days to determine whether or not to accept the director’s resignation and to report this information to our stockholders.

  33. Director Skills and Expertise

    | | FOR THE REASONS STATED HEREIN, THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT THE STOCKHOLDERS VOTE “FOR” ALL NOMINEES. |

  34. Director Skills and Expertise

    | Proposal One • 2026 Proxy Statement | Humana | 17 |

  35. Director Skills and Expertise

    | Corporate Governance |

  36. Director Skills and Expertise

    Humana is committed to having sound corporate governance principles and operates within a comprehensive plan of governance for the purpose of defining responsibilities, setting high standards of professional and personal conduct, and ensuring compliance with such responsibilities and standards. Sound corporate governance is essential to running our business effectively and to maintaining our reputation of integrity in the marketplace. In addition, our Board of Directors has adopted Corporate Governance Guidelines, which we refer to as the Guidelines, intended to comply with the requirements of Section 303A.09 of the NYSE Listed Company Manual. The Guidelines may be viewed on our website at www.humana.com. From the www.humana.com website, click on “More Humana,” then click on “For Investors,” then click on “Corporate Governance” subcategory and then click on the link titled “Corporate Governance Guidelines.” Role of the Board and Board Leadership Role of the Board The business of the Company is managed under the direction of the Board, whose members are elected annually by the Company’s stockholders. The basic responsibility of the Board is to lead the Company by exercising its business judgment to act in what each director reasonably believes to be in the best interests of Humana and its stockholders, while engaging in active and independent oversight of the management of the Company’s business affairs and assets. In order to fulfill its responsibilities to the Company’s stockholders, the Board, both directly and through its committees, regularly engages with management to both evaluate the Company’s current operations and encourage the innovations and strategic imperatives that will drive our success in the future. The Board monitors management performance through reviews of the most critical issues facing the Company, including approval of the Company’s strategy and mission, execution of the Company’s financial and operational goals, oversight of risk management, succession planning, and determination of executive compensation. The Board plans for the future by ensuring management focuses on innovation in our strategy to meet the speed of change in our industry and monitoring the Company’s human capital management functions, working closely with the Enterprise Leadership Team to ensure the Company has the correct levels of talent in place — within each business segment — for continued success in present and future states of the Company. Board Oversight of Risk While management is responsible for designing and implementing the Company’s risk management process, controls and oversight, the Board, both as a whole and through its committees, has overall responsibility for oversight of the Company’s risk management. The full Board regularly reviews risks that may be material to the Company, including those detailed in the Audit Committee’s reports and as disclosed in the Company’s quarterly and annual reports filed with the SEC. While the Board has established committees designated for various oversight functions, it is common practice for committees to collaborate on overlapping issues.

  37. Director Skills and Expertise

    | 18 | Humana | 2026 Proxy Statement • Corporate Governance |

  38. Director Skills and Expertise

    | Board of Directors Oversees Management of Major Risks | | | | | | • Regulatory & Public Policy • Legal | • Succession Planning • Strategic Execution | • Brand Reputation • Investment Objectives | • Cybersecurity • Data Governance | • Financial • Clinical Quality |

  39. Director Skills and Expertise

    | Committees of the Board of Directors | | | | | | | Audit • Financial Statement integrity and reporting • Legal, regulatory and compliance • Internal controls • Cybersecurity risk oversight, including artificial intelligence and machine learning | Organization & Compensation • Executive and non-executive compensation policies and practices • Succession planning • Human capital management | Nominating, Governance & Sustainability • Governance structure and processes • Legal and policy matters • Stockholder concerns • Board refreshment • ESG oversight | Technology • Information security, technology, privacy & data protection • Company IT strategy and consumer facing technology • Emerging technologies, including artificial intelligence | Investment • Investment objectives and policies • Investment results and performance evaluation | Clinical Quality • Clinical outcomes • Healthcare quality | | Management | | | | | | | Business units identify and manage business risks; Central functions design risk framework (setting boundaries and monitoring risk appetite); and Internal Audit provides independent assurance on design and effectiveness of internal controls and governance processes. | | | | | |

  40. Director Skills and Expertise

    The Company’s Enterprise Risk Management (ERM) governance structure consists of oversight from the Board and the Audit Committee (in collaboration with material risks overseen by other committees), and implementation through the Company’s Enterprise Leadership Team utilizing a three lines of defense model to delegate responsibility for critical risk management processes across the business functions and operational areas, as well as compliance and internal audit teams. Humana’s first line of defense consists of business areas and operational teams across the Company, and is responsible for identifying, assessing, mitigating, monitoring, and managing risk within their respective areas. Our ERM and Regulatory Compliance departments represent the second line of defense. The ERM department is led by Humana’s Chief Financial Officer, to whom the Chief Audit and Risk Officer (CARO) reports, whereas the Regulatory Compliance department is led by Humana’s Chief Legal Officer (CLO), to whom the Chief Compliance Officer (CCO) reports. Internal Audit (IA) represents the third line of defense, which provides independent and objective assurance to senior management and the Board regarding first and second line risk management functions, internal control systems, and governance processes. The Board and each Committee receive updates no less than quarterly, with the CARO and CCO updating the Audit Committee on the assessment, monitoring and mitigation of financial and non-financial risks material to the Company in the short, intermediate, and long-term, the effectiveness of the Company’s control environment in preparing for, stress testing, and managing these risks within the Company’s risk appetite statement, the functioning of the Company’s internal controls and procedures, and the identification and analysis of key emerging risks. The goal of the Company’s ERM governance is to achieve robust and thoughtful board-level attention to the Company’s risk management process and system, the nature of the material risks faced by the Company, and the adequacy of the Company’s risk management process and system designed to prepare for, test and monitor, respond to and mitigate these risks, each in a manner that closely aligns to the Company’s risk appetite, disclosure controls and procedures. Board Leadership Leadership of the Board is essential to facilitate the Board acting effectively as a working group to the benefit of the Company and its performance. As Chairman of the Board, Kurt J. Hilzinger assumes key duties to ensure effectiveness and collaboration in all aspects of the Board’s design, operations, and risk oversight function.

  41. Director Skills and Expertise

    | Corporate Governance • 2026 Proxy Statement | Humana | 19 |

  42. Director Skills and Expertise

    | Duties of Our Chairman | | | Serves as Chair of regular sessions of the Board and manages the overall Board process, including meeting design topics and agendas. Leads the Board in anticipating and responding to crises, including the ability to call special meetings for the consideration of risk oversight and other matters. Oversees and monitors Board engagement, participation, and continued education to ensure our directors are in-tune with issues of our dynamic industry and the evolving landscape. Engages with stockholders, through verbal or written communications, and presides over the Company’s Annual Meeting of Stockholders. Also recommends to the Board an agenda to be followed at the Annual Meeting. Works with the Organization & Compensation Committee to develop the process for CEO compensation evaluations. Provides guidance and direction to the CEO and Enterprise Leadership Team. | Evaluates overall Board effectiveness, with emphasis on identifying areas of enhancement, development and/or furtherance and communicating these observances to the Board for discussion Represents the Board on occasions where it is important for the Board to respond on matters independently from the Company’s Enterprise Leadership Team. Partners with and supports the Nominating, Governance & Sustainability Committee with the director selection process, as well as director on-boarding and orientation programs. Conducts individual meetings with other directors, including the CEO, and Enterprise Leadership Team to encourage open communication, collaboration, and differences in perspective. Models culture, philosophy, inclusivity, and values expected of all directors. |

  43. Director Skills and Expertise

    Our Board maintains the flexibility to choose the leadership structure that is in the best interests of our stockholders. When making this determination, the Board considers the recommendation of the Nominating, Governance & Sustainability Committee, the current circumstances and strategic priorities at the Company, and the skills and experiences of the individuals involved, among other considerations. At this time, given the composition of the Company’s Board, Mr. Hilzinger’s effectiveness as our Chairman, status as an independent director and previous service as our Lead Director and the current challenges faced by the Company, the Board believes that separating the chief executive officer and board chairman positions provides the Company with the right foundation to pursue the Company’s strategic and operational objectives, while maintaining effective independent oversight and objective evaluation of the performance of the Company. During a period in which the chairman and chief executive officer positions are combined, a Lead Director is appointed from our independent directors. The Lead Director sets agendas for and convenes meetings and executive sessions of the independent directors, approves Board meeting agendas, and otherwise represents the Board on occasions where it is important for the Board to respond independently from the Company’s Enterprise Leadership Team. Our stockholders would be notified of a combination of the chairman and chief executive officer role promptly upon the Board’s decision to do so. Board Engagement and Undertakings The Board holds itself to a high standard of engagement, with a hands-on approach that leads to critical insights regarding our customers, operations and business and enhances their level of governance and oversight. An essential component to the Board’s engagement is communicating with the Company’s internal and external stakeholders. To accomplish this, meetings of the Board may be held in key Company markets where, together with management, the Board will personally meet with associates, customers, providers and other stakeholders to gain direct feedback into the Company’s operations, experiences and overall effectiveness. The Board also holds virtual meetings to both increase the efficiency of the Board’s time and expand its reach of engagement with Company personnel and other stakeholders. Certain other engagement practices of our Board are described below. • Follows an annual topical calendar used to balance strategic, operational, compliance, and cultural matters, among others, and receives detailed reports on those topics, in addition to ad hoc subjects, throughout the year. • Utilizes clear and proactive Board meeting agendas to achieve high productivity at each meeting. Holds executive sessions during every meeting, with the CEO present and then with only the independent directors. Relevant feedback is then reported to the CEO and the Enterprise Leadership Team, facilitating direct communication from the Board to the Enterprise Leadership Team.

  44. Director Skills and Expertise

    | 20 | Humana | 2026 Proxy Statement • Corporate Governance |

  45. Director Skills and Expertise

    Maintains regular communication with the CEO and Enterprise Leadership Team, apart from formal Board meetings, to ensure consistent and continuous progress toward established goals. • Employs Board technology tools to review Board materials and to remain informed of ongoing Company endeavors, to efficiently communicate with the Enterprise Leadership Team and to take formal action when necessary. • Performs in-depth organizational structure reviews, through the Organization & Compensation Committee, on culture, diversity and related matters, and engages regularly with rising leaders within the Company. The Organization & Compensation Committee also regularly reviews associate engagement scores, and for 2025, 84% of associates reported they were highly engaged, representing the 74th percentile overall of benchmark companies. Refer to the section titled “Our Culture, Engagement and Approach to Work” in this proxy statement for a discussion of these results. • Receives continued education from external consultants on a wide range of industry topics to keep them apprised of the latest trends and anticipated future trajectories. In addition to our director’s individual pursuits, Board education opportunities during 2025, included, (i) a formal education session with external consultants; (ii) guest speaker attendance during select meetings; and (iii) briefings on regulatory trends and developments. • Participates in the Company’s robust stockholder engagement program.

  46. Director Skills and Expertise

    | 2025 Board and Committee Meetings 23 Videoconference / Teleconference 20 In-person 1 Annual Stockholder | 2025 Director Attendance 100% of our incumbent director nominees elected at the 2025 Annual Meeting of Stockholders met NYSE attendance requirements of at least 75% |

  47. Director Skills and Expertise

    Management Succession and Leadership Development Planning The Organization & Compensation Committee, in collaboration with the full Board, oversees Enterprise Leadership Team succession and development planning, with a primary focus on succession planning for our CEO. This is an ongoing process as part of the Board’s annual operations, designed to address planned transitions and unexpected vacancies. As part of this oversight: • The Board, at least annually, conducts talent reviews for our CEO, Enterprise Leadership Team, and key senior leaders that focuses on continued development and succession readiness for each of our key leadership positions. • The Organization & Compensation Committee develops succession plans for the CEO and Enterprise Leadership Team in the event of death, disability, removal, or resignation. • As appropriate, the Board and Organization & Compensation Committee develops a timeline for CEO search and onboarding processes, identifies relevant skill sets for CEO candidates, conducts reviews of internal and external candidates, and interviews candidates. • The Organization & Compensation Committee performs in-depth organizational structure reviews of segments and functions within the Company to assess leadership bench strength, reporting out on these reviews to the full Board. • The full Board engages regularly with rising leaders within the Company. In addition to these ongoing processes, the Board holds executive sessions with and without the CEO present to discuss CEO and Enterprise Leadership Team succession as needed. While the Organization & Compensation Committee and Board regularly perform talent assessments as part of the established succession planning process, robust discussion about management succession is more frequent when there is an active succession or search underway. The Board will continue to evaluate the succession planning processes on a regular basis, and provide transparency on our approach to attracting, retaining and cultivating future generations of leadership at the Company. For more information on the role our compensation program plays in this process — including properly incentivizing our Enterprise Leadership Team to progress on Humana’s strategic priorities and core business drivers — please refer to the “Compensation Discussion and Analysis” of this proxy statement.

  48. Director Skills and Expertise

    | Corporate Governance • 2026 Proxy Statement | Humana | 21 |

  49. Director Skills and Expertise

    Stockholder Engagement The Board, together with its committees and the Company’s Enterprise Leadership Team, routinely interacts with our stockholders, and reviews and responds to the feedback received from them — through formal stockholder engagements, stockholder voting results and routine communication during the year — creating a feedback loop of transparency into our compensation and governance practices. The continuous dialogue supplements the Board’s customary review of our governance and compensation programs, policies and/or practices as it considers areas for enhancement or improvement. In addition to the above interactions, the Company routinely meets with stockholders, prospective investors, and analysts throughout the year during industry conferences and other events. The Company’s meeting schedule, presentations to investors and webcast replays are available via the Investor Relations section on our website. From www.humana.com, click on “More Humana” then click on “For Investors” and then click on the tab for “Calendar of Events” or “Historical Webcasts and Presentations.”

  50. Key Engagement Themes

    | Industry Dynamics & Board Oversight of Long-Term Strategy | • Strategic oversight of long-term business outlook including Star Ratings recovery and industry trends | | Board Composition & Refreshment | • Board composition and director refreshment process, with a focus on collective skillsets and attributes needed to both meet the moment and anticipate future industry and technology evolutions | | Executive Compensation | • Continued direct correlation of incentive metrics with business strategy and transformation, as well as the importance of long-term pay for performance alignment | | Enterprise Leadership Team Succession | • Board’s oversight of Enterprise Leadership Team (ELT) changes and approach to succession planning in consideration of (i) internal development versus external candidates and (ii) a relatively new ELT | | Emerging Oversight Areas | • Use of Artificial Intelligence (“AI”) in company operations and adequacy of disclosures • The Board’s oversight of the Company’s AI deployment, governance and controls |

  51. Actions Taken in Areas of Stockholder Focus

    | Board Composition & Refreshment | • Implemented committee member rotations on the Organization & Compensation Committee, Clinical Quality Committee, and Technology Committee during 2025. | | Executive Compensation | • The Organization & Compensation Committee remains focused on attracting and retaining highly qualified executives and directly linking compensation to the achievement of our financial and strategic goals. • The Committee delivered on its commitment to return to a 2025 performance stock unit (“PSU”) structure based on relative three-year total shareholder return (“TSR”) performance, coupled with operational and strategic metrics directly tied to financial performance. | | Enterprise Leadership Team Succession | • Executed a key leadership transition within our Insurance Segment which will continue to advance our efforts to become a worldclass, consumer healthcare company and position the Company for continued shareholder value creation. • Established a President of Medicare Advantage position to support continued emphasis on delivering operational excellence across our insurance businesses. | | Emerging Oversight Areas | • Continued to provide transparent disclosure on our approach to the responsible and ethical use of AI, including enhanced discussion of our AI practices, oversight and controls within the Humana Impact Report. • The Board of Directors determined it was in the best interests of all stakeholders to amend the Audit Committee and Technology Committee Charters to specifically address their joint oversight responsibilities for emerging technologies such as AI. |

  52. Actions Taken in Areas of Stockholder Focus

    | Each of our Board committees engages in an annual performance evaluation and a general charter adequacy review. Each committee is responsible for determining the manner of evaluation and for carrying out the evaluation. Generally, the committee evaluations coincide with the annual Board evaluation and similarly, consist of a written questionnaire containing qualitative scaled and open-ended questions related to the effectiveness of the committee during the prior year. Further, the Board evaluation questionnaire includes a section specifically concerning Board committee structure which is an opportunity for board members to provide feedback regardless of their individual committee membership. |

  53. Actions Taken in Areas of Stockholder Focus

    reviews with the independent registered public accounting firm, our internal audit department, and our financial and accounting personnel, the effectiveness of our accounting and financial controls and, where appropriate, makes recommendations for the improvement of these internal control procedures; • reviews the scope, funding and results of our internal audit function, including the independence and authority of our reporting obligations, the proposed audit plans for the year, and the coordination of these plans with the independent registered public accounting firm; • reviews the scope, funding and results of our Enterprise Risk Management program and compliance program, including receiving, at least quarterly, updates regarding any significant matters regarding the Company’s risk management and compliance with regulatory requirements and contracts with government entities, respectively; • collaborates with the Technology Committee to regularly receive updates on risks, and risk mitigation measures, related to Company’s information technology, internal controls, information security, cyber security, business continuity and disaster recovery programs, and emerging technologies such as artificial and augmented intelligence (AI); • reviews the financial statements and other information contained in our Annual Report and other reports to stockholders with management and the independent registered public accounting firm to determine that the independent registered public accounting firm is satisfied with the disclosure and content of the financial statements to be presented to the stockholders and reviews any changes in accounting principles; • confers independently with our internal auditors, Chief Audit and Risk Officer, Chief Compliance Officer and key members of management, and the independent registered public accounting firm; • determines and approves the appropriateness of the fees for audit and permissible non-audit services performed by the independent registered public accounting firm; • discusses with management our compliance with applicable legal requirements and with our internal policies regarding related party transactions and conflicts of interest; • discusses our policies with respect to risk assessment and risk management; • maintains free and open means of communication between the members of our Board of Directors, the independent registered public accounting firm, our internal audit department, our Chief Audit and Risk Officer, our internal compliance department, and our financial management; and • annually evaluates its performance and the adequacy of its Charter. Corporate Governance Determinations The Board of Directors has determined that each of the members of the Audit Committee at February 18, 2026 is independent according to SEC and NYSE requirements, and each is financially literate, as defined in the NYSE listing standards. The Board of Directors has determined further that Messrs. D’Amelio and Garratt and Dr. Bono each meet the definition of “audit committee financial expert.” PricewaterhouseCoopers LLP, our independent registered public accounting firm, reports directly to the Audit Committee. No member of the Board’s Audit Committee serves on the audit committees of more than three publicly traded companies. The Report of the Audit Committee for the year ended December 31, 2025, is set forth in this proxy statement under the caption “Audit Committee Report.” Organization & Compensation Committee Committee Responsibilities Pursuant to its charter, the Organization & Compensation Committee: • reviews and approves our goals and objectives relevant to the compensation of our CEO, evaluates the CEO’s performance in light of those goals and objectives, and, either as a Committee or together with the other independent directors, determines and approves the CEO’s compensation level based on this evaluation; • reviews and approves all elements of compensation paid to our current or prospective executive officers, including without limitation, annual base salaries, incentive-compensation plans (including both cash- and equity-based awards and opportunities), employment, change in control or severance programs and agreements, and any special compensation or benefits, including supplemental retirement benefits and any perquisites; • makes recommendations to the Board with respect to proposed changes in compensation and benefits for non-employee directors; approves equity-based grants to our executive officers and other associates;

  54. Actions Taken in Areas of Stockholder Focus

    Any Shares owned by a non-employee director (or Shares received upon the exercise of options or vesting of restricted stock or restricted stock units, less an amount to cover the exercise price and/or current tax liabilities) must be held by the director until the minimum equity ownership level is reached and thereafter maintained. • Once the minimum equity ownership level has been achieved, any Shares received upon the vesting of restricted stock or restricted stock units, less an amount to cover current tax liabilities, must be held by the director until one year following the vesting date. Compliance with these guidelines is monitored by the Organization & Compensation Committee. Director Attendance The Board has developed a number of specific expectations of directors to define their responsibilities and to promote the efficient conduct of the Board’s business. With respect to the level of commitment expected of directors and related attendance protocols, as part of the Guidelines, the Board formally adopted a policy that all directors should make every effort to attend all meetings of the Board and the Committees of which they are members, and the Company’s Annual Meeting of Stockholders. Attendance by telephone or video conference may be used to facilitate a Director’s attendance. During 2025, apart from Committee meetings, the Board of Directors met 11 times. All incumbent director nominees elected at the 2025 Annual Meeting of Stockholders attended at least 75% of the scheduled meetings of the Board of Directors and meetings held by Committees of which they were members. Further, all director nominees serving as directors at that time attended the Annual Meeting of Stockholders held on April 17, 2025. Executive Sessions of Non-Management Directors In 2025, our non-management directors held regularly scheduled, formal executive meetings, separate from management and were led by our Chairman. Additional executive sessions of the Board are held as necessary or appropriate or upon the request of the Chairman, the Nominating, Governance & Sustainability Committee or any two other non-management directors. In addition, our non-management directors who qualify as independent within the meaning of our director independence guidelines meet together in executive session at least once annually; during 2025 they met in connection with each regularly scheduled Board of Directors meeting. Code of Ethics and Code of Business Conduct The Company has adopted the “Code of Conduct for the Chief Executive Officer and Senior Financial Officers,” which we refer to as the Executive Code of Ethics, violations of which are reported to the Audit Committee. In addition, we operate under the omnibus Humana Inc. Ethics Every Day, which we refer to as the Code of Ethics, which applies to all associates (including executive officers) and directors. The Humana Ethics Office is responsible for the design and enforcement of our ethics policies, the goal of which is to create a workplace climate in which ethics is so integral to day-to-day operations that ethical behavior is self-enforcing. All employees are required annually to review and affirm in writing their acceptance of the Code of Ethics. The Code of Ethics and the Executive Code of Ethics may be viewed on our website at www.humana.com. Any waiver for directors or executive officers from the provisions of the Code of Ethics or the Executive Code of Ethics must be made by the Board of Directors and will be disclosed within four days of the waiver on our website at www.humana.com. To see either the Code of Ethics or the Executive Code of Ethics or any waivers to either policy, go to www.humana.com, then click on “More Humana,” then click on “For Investors,” then click on “Corporate Governance,” and then click on the relevant link. Policy Regarding Employee, Officer and Director Hedging The Company has a policy prohibiting all associates (including executive officers and independent directors) from hedging or pledging transactions using Company stock, including: (1) engaging in short sales of Company securities; (2) engaging in transactions in puts, calls or other derivative securities designed to hedge or offset any decrease in the market value of the Company’s equity securities, on an exchange or in any other organized market; or (3) engaging in certain monetization transactions, including holding Company securities in margin accounts or pledging Company securities as collateral. Advocacy and Public Policy With a focus on improving clinical outcomes and advancing affordability and access, our Company’s approach to advocacy and public policy is built around people (that is, the members, patients, providers, and communities we serve). To that end, our day to day efforts are centered around supporting policies that strengthen Medicare Advantage, accelerate value-based care in the home, expand opportunities to serve patients through primary and home-based care, integrate clinical solutions, create affordability for prescription drugs, and address barriers to care by addressing the root causes of poor health, as well as leveraging our

  55. Reducing Emissions Through Science-based Targets

    | Director Compensation |

  56. Reducing Emissions Through Science-based Targets

    | Annual Retainer(1)(4) | $125,000 | | Non-Employee Chairman of the Board Additional Annual Retainer | $240,000 | | Committee Chairperson fee per year: 1. Audit Committee Chair 2. Organization & Compensation Committee Chair 3. Nominating, Governance & Sustainability Committee Chair 4. All other Committee Chairs | $25,000 $20,000 $20,000 $15,000 | | Common Stock per year (1st Business Day of January)(2)(5) | $200,000 in common stock (variable # of shares) | | Charitable Contributions Annual Match | up to $40,000 | | Group Life and Accidental Death Insurance – (except Chairman)(6) | $150,000 of coverage | | Group Life and Accidental Death Insurance – Chairman(6) | $400,000 of coverage | | Business Travel Accident Insurance | $250,000 of coverage | | Restricted Stock Units Granted Initial Date of Election(3) | Restricted Stock Unit grant equal to the dollar value of the then current annual stock grant for directors |

  57. Reducing Emissions Through Science-based Targets

    (1) The annual cash retainer for each non-employee director is paid in equal amounts on a monthly basis during the service year. If a director ceases service on the Company’s Board of Directors during a year, the final cash retainer payment will be for the final month during any portion of which the director serves on the Company’s Board of Directors. A non-employee director will receive the full annual cash retainer amount for the initial year in which the director serves on the Company’s Board of Directors, regardless of the director’s initial date of election. (2) The annual common stock retainer is paid in the form of restricted stock units, vests at the end of the year of service related to the retainer and will be pro-rated for any service of less than the full year in respect of which the award is granted. (3) The initial award of restricted stock units is forfeited if the director serves less than one year on the Company’s Board of Directors. This initial award is in lieu of the annual common stock retainer for the year in which the director was first elected to the Board, but the director would receive the annual common stock retainer commencing in January of the year following election. (4) Pursuant to our revised Directors Stock Retention Policy, each non-employee director must maintain a minimum equity ownership level of five times the annual cash retainer. For additional information, please refer to “Corporate Governance — Corporate Governance Policies — Director Stock Ownership Guidelines” in this proxy statement. (5) Pursuant to the Company’s 2019 Amended and Restated Stock Incentive Plan, in no event shall any non-employee director of the Company be granted Awards that would result in total compensation for such director in connection with their service on the Company’s Board of Directors in excess of (a) with respect to a non-employee director, $1,000,000, and (b) with respect to a non-employee Chairman of the Board, $1,500,000, in each case, in any calendar year. Coverage amount decreases 50% at age 70.

  58. Reducing Emissions Through Science-based Targets

    | 38 | Humana | 2026 Proxy Statement • Director Compensation |

  59. Reducing Emissions Through Science-based Targets

    | Name(1)(2)(3) | Fees Earned or Paid in Cash ($)(4) | Stock Awards ($)(3)(4)(5)(6) | Option Awards ($) | Non-Equity Incentive Plan Compensation ($) | Change in Pension Value and Nonqualified Deferred Compensation Earnings ($) | All Other Compensation ($)(8) | Total ($) | | Raquel C. Bono, M.D. | 125,000 | 200,092 | — | — | — | 27,286 | 352,378 | | Frank A. D’Amelio | 150,000 | 200,092 | — | — | — | 2,786 | 352,878 | | David T. Feinberg, M.D. | 140,000 | 200,092 | — | — | — | 1,188 | 341,280 | | Wayne A. I. Frederick, M.D. | 145,000 | 200,092 | — | — | — | 40,414 | 385,506 | | John W. Garratt | 140,000 | 200,092 | — | — | — | 774 | 340,866 | | Kurt J. Hilzinger | 365,000 | 200,092 | — | — | — | 44,986 | 610,078 | | Karen W. Katz | 145,000 | 200,092 | — | — | — | 40,486 | 385,578 | | Marcy S. Klevorn | 140,000 | 200,092 | — | — | — | 42,286 | 382,378 | | Jorge S. Mesquita | 125,000 | 200,092 | — | — | — | 40,992 | 366,084 | | Brad D. Smith | 41,667 | 66,697 | — | — | — | 396 | 108,760 | | Gordon Smith | 125,000 | 200,092 | — | — | — | — | 325,092 |

  60. Reducing Emissions Through Science-based Targets

    (1) During 2025, Mr. Rechtin served as President and Chief Executive Officer of the Company, and therefore, as an employee director, did not earn compensation in connection with his service on our Board. Mr. Rechtin’s compensation as our Chief Executive Officer is discussed under “Executive Compensation” in this proxy statement. (2) Mr. Brad Smith did not stand for re-election at the April 17, 2025 Annual Meeting of Stockholders. Compensation disclosed represents amount earned for service during 2025 prior to his departure from our Board. (3) Under the Humana Inc. Deferred Compensation Plan for Non-Employee Directors, which we refer to as the Deferred Compensation Plan, non-employee directors may make an irrevocable election each year to defer compensation paid to them by the Company in the form of cash or stock for services rendered as Board members. For 2025, Mmes. Katz and Klevorn, Drs. Bono, Feinberg, and Frederick, and Messrs. D’Amelio, Garratt, Hilzinger, and Gordon Smith each deferred their stock compensation. The number of Shares that have been deferred by each director is set forth under footnote 1(c) to the section titled “Stock Ownership Information — Security Ownership of Directors and Executive Officers” in this proxy statement. A director electing to defer cash can choose any of the investment options offered in the Deferred Compensation Plan using Charles Schwab’s Retirement Plan Services (other than the Humana Common Stock Fund) or can invest in stock units that have a value relative to that of our common stock. For 2025, Ms. Katz, Dr. Feinberg, and Messrs. Hilzinger, and Gordon Smith each elected to defer a portion or all of their cash compensation under the Deferred Compensation Plan. (4) On January 2, 2025, when the fair market value of our common stock was $255.54, each director in office at that time, other than Mr. Rechtin, was granted a restricted stock unit award of 783 Shares, representing the annual grant of approximately $200,000 in common stock. The amount shown in this column is the per Share grant-date fair market value multiplied by the number of Shares awarded calculated in accordance with Financial Accounting Standards Board Accounting Standards Codification (FASB ASC) Topic 718. (5) Vested restricted stock units with a payout deferral election made by the director accrue quarterly dividend equivalent rights that are reinvested into the director’s account as additional restricted stock units and will be included in the final restricted stock unit payment when the Shares are issued in accordance with the director’s payout election. This column does not include dividend equivalent units that have accrued through December 31, 2025 or dividend equivalent rights paid on any such deferred Shares. (6) Pursuant to equity award agreements, unvested restricted stock units will be prorated upon vesting for any portion of the year that the director did not serve. Mr. Brad Smith received a prorated number of restricted stock units upon vesting on December 31, 2025 based on service through the end of his term in April 2025. The value represented in this column is the prorated value of the number of Shares that vested in 2025, using the fair market value on the grant date of $255.54. We pay for or reimburse our directors’ travel, lodging and other reasonable out-of-pocket expenses in connection with attendance at board, committee and stockholder meetings, which amounts are not included in the table above. From time to time, we may transport on Company aircraft one or more directors and members of their immediate family to and from such meetings or other Company business, or other personal use by a director, which amounts are represented in the table below under the column labeled “Other.” Directors may elect to participate in the medical and dental benefit programs offered to all of our associates at a rate comparable to the rate paid by associates and any premiums paid by the Company in connection with such plans are not included in the table below. In 2025, Ms. Katz and Mr. Garratt elected to participate. Under the terms of our director compensation policy, each non-employee director who participates in medical and

  61. Reducing Emissions Through Science-based Targets

    | Director Compensation • 2026 Proxy Statement | Humana | 39 |

  62. Reducing Emissions Through Science-based Targets

    dental plans provided by the Company will, for two years following the date of completion of a change in control, be eligible to participate in medical and dental plans on substantially the same terms as immediately prior to the change in control, including the requirement to pay premiums at the same rates as our associates. We also reimburse directors for other reasonable expenses related to board service, such as director education, which amounts are not included in the table above. In addition, we pay certain life and accidental death insurance premiums per outside director and provide a matching charitable gift program, in each case as disclosed below. The “All Other Compensation” amount above includes the following amounts earned in connection with service on our Board of Directors:

  63. Reducing Emissions Through Science-based Targets

    | 40 | Humana | 2026 Proxy Statement • Director Compensation |

  64. Reducing Emissions Through Science-based Targets

    (1) Beneficial ownership of Shares, for purposes of this proxy statement, includes Shares as to which a person has or shares voting and/or investment power. Therefore, any restricted stock for which a person has voting power and all share equivalents in the Humana Retirement Savings Plan are included. These footnotes describe whenever an individual shares voting and/or investment power over the Shares beneficially owned by them. The number of Shares listed: (a) Includes certain Share equivalents held for the benefit of the individuals in the Humana Retirement Savings Plan as of December 31, 2025, over which the employee participant has voting power and investment power. As of December 31, 2025, our Named Executive Officers held 0 of such Share equivalents in the Humana Retirement Savings Plan, while all of our executive officers as a group (10 in number, including our NEOs) held 813 of such Share equivalents. (b) Includes unvested restricted stock unit awards of our directors and executive officers which are scheduled to vest within 60 days after January 15, 2026, as follows (performance-based restricted stock units are shown at the maximum level):

  65. Reducing Emissions Through Science-based Targets

    (e) Does not include the January 2, 2026 annual stock retainer of 766 restricted stock units granted to each of our directors (other than Mr. Rechtin) pursuant to our director compensation program, which restricted stock units are expected to vest in full on December 31, 2026. The restricted stock units represent approximately $200,000 and were determined using the grant date fair market value of our Shares of $261.02. (2) As of March 1, 2026, no Shares are pledged by any of our executive officers or directors in accordance with our policy prohibiting pledging or hedging transactions. (3) Based on 120,591,312 Shares outstanding as of December 31, 2025. Unless indicated, ownership is less than 1% of the class. In connection with her transition from the role of Chief Financial Officer, Ms. Diamond entered into an agreement with the Company on January 11, 2025 (the “Diamond Agreement”), under which Ms. Diamond received continued vesting of equity compensation in accordance with applicable provisions under the Company’s stock incentive plan. For additional information on the Diamond Agreement, see the section titled, “Potential Payments Upon Termination or Change in Control of the Company — Ms. Diamond’s Transition Agreement” in this proxy statement.

  66. Reducing Emissions Through Science-based Targets

    | | Executive Summary | 45 | | | Compensation Program Highlights | 45 | | | Leadership Changes and Related Compensation Decisions | 46 | | | Compensation Framework | 47 | | | Compensation Program Design Principles | 47 | | | Key Compensation Program Governance Components | 47 | | | Overview of Compensation Elements | 48 | | | Inputs Into Compensation Decisions | 49 | | | Independent Compensation Consultant | 49 | | | Say-on-Pay Support | 50 | | | Peer Group | 50 | | | Plan Design and Award Decisions | 51 | | | Base Salary | 51 | | | Short-Term Incentives. | 52 | | | Associate Incentive Plan (AIP) | 52 | | | 2025 AIP Performance Results | 54 | | | Long-Term Incentives | 54 | | | Design of Long-Term Incentives Granted in 2025 | 55 | | | Results of Our Performance-Based Restricted Stock Units Granted in 2023 | 56 | | | Design Framework | 56 | | | Performance Achievement Results | 57 | | | Other Benefits and Perquisites | 58 | | | Compensation Risk Management, Policies and Practices. | 59 | | | Clawback Policy | 59 | | | Anti-Hedging and Pledging Policy | 59 | | | Equity Grant Policy and Procedures | 59 | | | Stock Ownership Guidelines | 60 | | | Insider Trading Policy | 60 |

  67. Reducing Emissions Through Science-based Targets

    | PROGRAM SUMMARY & KEY ACTIONS TAKEN IN 2025 | | | | Incentive Plans. Our executive compensation program includes both short-term incentive (STI) and long-term incentive (LTI) plans. These plans are designed with the goal of balancing short-term decisions with creating long-term stockholder value; we aim to drive focus on achieving key short-term enablers that will lead to successful outcomes on long-term strategic initiatives. In 2025, the Committee chose key financial and strategic metrics aligned with our overall strategy and made changes to certain measures from prior years to incentivize performance through measures within the Company’s control. | | | Equity Awards. We offer our executive officers performance-based and time-based restricted stock units (PSUs and RSUs), respectively, to align their interests with the creation of long-term stockholder value. In 2025 we moved away from granting stock options to executive officers in order to better align with current market practice, resulting in a 2025 long-term incentive plan comprised of 60% performance-based stock and 40% restricted stock units. | | | Long-Term Performance Measures. Performance-based stock units (“PSUs”) for our executive officers (60% of their annual LTI awards) are measured against financial and strategic goals. For the 2025 LTI awards, those measures included three-year relative TSR (“rTSR”), as well as Stars Ratings performance recovery and operational productivity goals (which measures improvement in operating expense ratio) over that same three-year period. We introduced rTSR as a core financial metric (a change from prior years in which rTSR served as a multiplier) to emphasize our long-term focus and further align our executive officers with stockholder interests. | | | Vesting Periods. We offer time-based equity awards that vest annually in one-third increments over a three-year period, and performance-based equity awards that vest on the third anniversary of the grant date based on achieved performance results against preset performance targets. | | | Committee Discretion. Our Committee maintains discretion to adjust performance outcomes following a holistic review of Company and executive performance. In 2025 the Committee exercised negative discretion on the AIP funding rate to align executive and broader stockholder experience, reinforcing its pay for performance commitment. | | | Stock Ownership Guidelines. We require our CEO and other executive officers to maintain minimum stock ownership levels (7x and 3x base salary, respectively). These requirements illustrate our belief in aligning the interests of our executives with the interests of our stockholders. | | | Market-based Compensation. We perform regular market compensation analysis to maintain competitiveness of our executive compensation program. | | | Peer Group and rTSR Comparator Group. We leverage a robust peer group comprised of companies in the managed care industry, health care services and facilities industry, and financial and other insurance-related industries to benchmark and assess our compensation programs and practices. We revised the rTSR comparator group for PSUs to an industry index to support transparency and year-over-year consistency in measuring the Company’s performance against a broad industry standard. | | | Change in Control and Executive Severance Policies. We have a Severance Policy and Change in Control Policy, applicable to the CEO and other executive officers with restrictive covenants that align with the applicable severance period for any benefits. Our Severance Policy was amended by the Board of Directors effective on February 18, 2026. A copy of each policy is filed with the SEC as an exhibit to our most recent annual report on Form 10-K. | | | Clawback Policy. We maintain a clawback policy that both complies with recently adopted regulatory requirements and continues to apply to all incentive-based compensation in connection with improper conduct. Our current policy was adopted by the Board of Directors effective October 2, 2023 (replacing our prior policy in its entirety). |

  68. January 2025 Chief Financial Officer Transition

    January 2025 Chief Financial Officer Transition As previously disclosed in our 2025 proxy statement, in late 2024, following an extensive search process, Humana’s Board named Celeste Mellet our Chief Financial Officer, effective in January 2025 (the “CFO Transition”). As previously disclosed, in addition to standard compensation elements of base salary and short- and long-term incentive awards, to replace certain elements of compensation to which Ms. Mellet was entitled or eligible in connection with her prior employment that were forfeited, and to attract her to Humana, Ms. Mellet received (i) a cash sign-on payment (“Sign-On”) in the aggregate amount of $7,300,000, payable in three installments (and all or a portion of which is repayable by Ms. Mellet if she voluntarily leaves employment with the Company prior to completing certain service requirements), and (ii) an initial equity award comprised of restricted stock units with a value equal to approximately $6,000,000 on the date of grant and vesting in three equal annual installments on the first, second and third anniversary of the date of the grant. The Committee believes that Ms. Mellet’s annual compensation as our Chief Financial Officer aligns with our overall pay for performance compensation philosophy and is comprised of the same equity mix as our other named executive officers to ensure full alignment of our enterprise leadership team. Further details of Ms. Mellet’s annual compensation structure and equity grant are discussed in the section titled “Overview of Compensation Elements” in this CD&A.

  69. Other NEO Changes — Senior Management Succession

    Other NEO Changes — Senior Management Succession As discussed in our 2025 proxy statement, in addition to the CFO Transition described above, the Board oversaw the succession process and talent acquisition of new members of our Enterprise Leadership Team at the end of 2024. As part of that process, in January 2025, Michelle O’Hara joined the Company as our Chief Human Resources Officer and Japan Mehta joined the Company as our Chief Information Officer. Ms. O’Hara brings more than 20 years of experience shaping and executing enterprise human capital strategies, driving organizational transformation, and ensuring the Company’s talent, leadership and culture capabilities enable long-term value creation; she oversees the Company’s enterprise people strategy and associate experience, in service of Humana’s members and patients. Mr. Mehta brings more than 20 years of experience leading technology teams in largescale, regulated industries focused on delivering customer-centric solutions and he oversees our digital and technology organization and data systems, as well as sets the technology transformation vision for Humana to better connect consumers to their caregivers and enable better clinical decision making, while also driving greater efficiencies through technology modernization. In addition to standard compensation elements of base salary and short- and long-term incentive awards, to replace certain elements of compensation to which Ms. O’Hara and Mr. Mehta were entitled to or eligible for in connection with each of their prior employment that were forfeited, both Ms. O’Hara and Mr. Mehta received sign-on awards. Ms. O’Hara received (i) a cash Sign-On of $3,200,000 (all or a portion of which is repayable by Ms. O’Hara if she voluntarily leaves employment with the Company prior to completing certain service requirements) and (ii) a time-based restricted stock unit grant valued at approximately $1,800,000 that vests in three equal annual installments on the first, second and third anniversary of the date of the grant. Mr. Mehta received (i) a cash Sign-On bonus of $4,300,000 (all or a portion of which is repayable by Mr. Mehta if he voluntarily leaves employment by the Company prior to completing certain service requirements) and (ii) a time-based restricted stock unit grant valued at approximately $1,300,000 that vests in three equal annual installments, on the first, second and third anniversary of the date of the grant. The Committee believes that the annual compensation package for each of Ms. O’Hara and Mr. Mehta is aligned with our overall compensation philosophy and program design for our named executive officers to ensure full alignment of our enterprise leadership team. Further details of the annual compensation structure and equity grants for Ms. O’Hara and Mr. Mehta are discussed in the section titled “Overview of Compensation Elements” in this CD&A.

  70. March 2025 Transformational Incentive Award — Dr. Sanjay Shetty

    March 2025 Transformational Incentive Award — Dr. Sanjay Shetty In consideration of the Company’s integrated health strategy and the importance of our CenterWell primary care, home health and pharmacy businesses to that strategy, our Board and the Committee believed that it was important and in the best interests of stockholders to further incentivize certain key leaders to drive transformational growth in our CenterWell segment. To that end, in March 2025, the Committee approved the grant of a one-time award of performance-based stock units to Dr. Shetty, the President of our CenterWell segment. The award had a grant date value of $2,000,000, structured with performance-based vesting over a three-year performance period beginning January 1, 2025, based on the achievement of certain levels of Controllable 2027 Core CenterWell Pre-Tax Income, with threshold, target and maximum opportunities based on multi-year planning for CenterWell’s performance. The Committee and Board view this special incentive grant, which is intended to drive transformational growth for CenterWell while creating stability in the organization during a time of change, as a non-routine grant only to be done under certain limited circumstances, such as a time of leadership transition and strategic repositioning of the Company’s business.

  71. March 2025 Transformational Incentive Award — Dr. Sanjay Shetty

    | 46 | Humana | 2026 Proxy Statement • Compensation Discussion and Analysis |

  72. March 2025 Transformational Incentive Award — Dr. Sanjay Shetty

    Compensation Framework Compensation Program Design Principles Our executive compensation program is designed to attract, retain, focus and motivate leaders to achieve strategic milestones and performance objectives that advance and grow our integrated care-delivery model. We design our executive compensation programs to challenge participants as well as reward them for superior performance for our Company and our stockholders. Our compensation program is predicated on three interconnected design principles: Key Compensation Program Governance Components Our robust and structured compensation program reflects the Committee’s belief that strong corporate governance is imperative for prudent compensation decision-making. Below are key governance elements of our compensation programs. We also identify certain common pay practices that we do not follow because they do not align with the strict standard of governance that we apply to our compensation programs.

  73. March 2025 Transformational Incentive Award — Dr. Sanjay Shetty

    | WHAT WE DO | | WHAT WE DON’T DO | | | | Design incentive plans with the majority of executive pay at risk | | No stock option repricing without stockholder approval | | | Maintain a Clawback Policy that complies with regulatory requirements and applies to all incentive-based compensation in connection with improper conduct | | No single trigger vesting of equity or cash severance payments upon change in control | | | Include double-trigger provisions under our Change in Control Policy and equity agreements applicable to our executive officers | | No hedging or pledging of Humana securities by associates (including executive officers and directors) | | | Require minimum stock ownership levels for executive leadership | | No tax gross-ups for our NEOs or other executive officers | | | Maintain commitment to stockholder engagement | | No excessive perquisites for senior leaders; all perquisites require specific business rationale | | | Conduct an annual compensation risk assessment | | No positive discretion for incentive-based awards | | | Utilize an independent compensation consultant hired and overseen by the Committee | | No dividends or dividend equivalents on unearned PSUs or RSUs | | | | | No employment contracts with CEO, NEOs or other executive officers and senior leaders |

  74. March 2025 Transformational Incentive Award — Dr. Sanjay Shetty

    | Compensation Discussion and Analysis • 2026 Proxy Statement | Humana | 47 |

  75. March 2025 Transformational Incentive Award — Dr. Sanjay Shetty

    Overview of Compensation Elements The material components of our executive compensation programs are: (i) base salary; (ii) short-term cash incentives; and (iii) long-term equity incentives. We believe that having a combination of pay elements motivates and challenges our executives to achieve positive results for our Company and our stockholders. Each element of compensation is summarized below.

  76. March 2025 Transformational Incentive Award — Dr. Sanjay Shetty

    | Fixed Compensation | Base Salary | Cash | • Market competitive fixed compensation, reflecting executive’s scope of responsibility • Annually reviewed for market alignment, with adjustments as appropriate | | At Risk Compensation | Short-Term Incentives | Cash | • Cash-based incentive compensation to reward performance for achievement of short-term business objectives • Measures aimed at optimizing the level of year-over-year profitability in the short-term while contributing to the long-term success of the organization | | | Long-Term Incentives | Humana Equity | • Promote retention of our executive talent • Motivate executives to optimize the long-term success of the organization • Mitigate excessive risk taking by encouraging executives to act in the best long-term interests of the organization |

  77. March 2025 Transformational Incentive Award — Dr. Sanjay Shetty

    | 48 | Humana | 2026 Proxy Statement • Compensation Discussion and Analysis |

  78. March 2025 Transformational Incentive Award — Dr. Sanjay Shetty

    Inputs Into Compensation Decisions For 2025, the Committee received input from a number of sources and reference points to guide its design of the Company’s executive compensation programs and individual pay decisions. These various perspectives allow the Committee to have visibility into our peer companies’ practices, investor viewpoints, changes in external market practices and each executive’s individual performance, as part of its review of compensation. The Committee regularly reviews input and data received from its independent compensation consultant, our stockholders, external market practice surveys and individual performance assessments to make informed compensation decisions for our NEOs. In addition, the Committee regularly reviews tally sheet information that provides a comprehensive look at total compensation for each of our NEO’s. The table below further describes the primary sources contributing to the Committee’s decision-making process.

  79. March 2025 Transformational Incentive Award — Dr. Sanjay Shetty

    | Committee Inputs Into Compensation | | | | | Market Information and Independent Compensation Consultant | Stockholder Outreach and Say-on-Pay | Peer Group | Management | | ✓ The Committee’s independent consultant provides the Committee with objective information and analysis needed to make informed decisions in the best interests of our stockholders. | ✓ We regularly engage with our stockholders to strengthen our understanding. ✓ The Committee considers the results of the annual advisory vote (say-on-pay) in determining the Company’s compensation policies and decisions. ✓ For more information, please refer to the section titled “Stockholder Engagement” in this proxy statement and the section titled “Say-on-Pay Support” in this CD&A. | ✓ Our peer group, reviewed annually, is comprised of companies with whom we may compete for talent and whose revenues, market capitalization and business focus are generally similar to our own. ✓ The peer group provides reference points to making compensation decisions on pay levels and plan designs applicable to all incentive plans. | ✓ Our CEO provides input regarding the duties and responsibilities of his direct reports and the results of his evaluation of their annual performance. ✓ Our CEO provides recommendations for the compensation of his direct reports and rationale for those recommendations. |

  80. March 2025 Transformational Incentive Award — Dr. Sanjay Shetty

    Independent Compensation Consultant For 2025, the independent compensation consultant for the Committee was Farient Advisors, LLC (Farient). A representative of Farient attended all of the regularly scheduled Committee meetings in 2025 including, when invited, executive sessions. In accordance with the Committee’s Charter, the Committee has the sole authority to determine the compensation for, and to terminate the services of, the independent compensation consultant. The Committee considered certain factors to determine whether Farient’s service as a compensation consultant raised a conflict of interest, including, among other things: • Whether the firm provided other services to the Company; • The amount of fees received by the firm from the Company, as a percentage of such firm’s total revenue; • The firm’s policies and procedures that are designed to prevent conflicts of interest; • Whether the firm’s representatives providing services to the Committee have any business or personal relationship with a member of the Committee; • Whether the firm’s representatives providing services to the Committee own Company stock; and • Whether the firm’s representatives providing services to the Committee, or the firm itself, have any business or personal relationship with any of our executive officers. After considering all of the above factors, the Committee determined that the service provided to the Committee as an independent compensation consultant by Farient in 2025 did not raise any conflict of interest.

  81. March 2025 Transformational Incentive Award — Dr. Sanjay Shetty

    | Compensation Discussion and Analysis • 2026 Proxy Statement | Humana | 49 |

  82. March 2025 Transformational Incentive Award — Dr. Sanjay Shetty

    Say-on-Pay Support Our 2025 say-on-pay proposal maintained strong approval with 89% of our stockholders voting in favor of the Company’s compensation strategy. We believe that the result of our 2025 say-on-pay proposal, and our continued dialogue with stockholders on this topic, indicate that stockholders continue to be generally supportive of our executive compensation program. Therefore the Committee made no material changes to the executive compensation program as a result of this vote, but considered stockholder feedback to date in evaluating committee actions on plan design and award decisions, and related disclosures (as described below). Peer Group Our peer group is used as a reference point in making compensation decisions, such as developing base salary ranges, developing short-term and long-term incentive award grant value and payout ranges, determining competitiveness of the total compensation package for our NEO’s and comparing our performance and market practices in order to inform our compensation program decisions. The Committee uses the framework below, in consultation with its independent compensation consultant (Farient), to filter and select a broad group of potential peers. This framework yields multiple perspectives that enrich our understanding of competitive executive pay practices while also ensuring that our peer group is comprised of companies with whom we may compete for talent and whose revenues, market capitalization, and business focus are similar to our own.

  83. March 2025 Transformational Incentive Award — Dr. Sanjay Shetty

    | Peer Group Considerations and Characteristics | | | Industry | Operates in a similar industry (Managed Care, Healthcare, Primary Care, Home, Pharmacy) | | Strategic Interest | Similar strategic interest (Well-being, Research, Informatics) | | Talent | Compete for executive talent | | Capital | Compete for capital investments | | Growth Profile | Similar growth profile/trajectory | | Constituents | Similar customers, providers, or product offerings |

  84. March 2025 Transformational Incentive Award — Dr. Sanjay Shetty

    The peer group is reviewed at least annually and includes an assessment of current peers as well as potential peers in the context of industry and business model criteria, revenue size reflective of our revenue growth, and M&A activity that could impact the relevancy of our current peers. Following its annual review, the Committee determined that no modifications were needed and subsequently approved the following peer group (the “Peer Group”) for 2025 compensation decisions:

  85. March 2025 Transformational Incentive Award — Dr. Sanjay Shetty

    | 50 | Humana | 2026 Proxy Statement • Compensation Discussion and Analysis |

  86. March 2025 Transformational Incentive Award — Dr. Sanjay Shetty

    | Managed Care Peers | Healthcare Services & Facilities Peers | Financial & Insurance Peers | | ☐ Centene Corporation | ☐ Cencora | ☐ Aflac, Inc. | | ☐ CVS Health Corp | ☐ Cardinal Health, Inc. | ☐ Allstate Corporation | | ☐ Elevance Health, Inc. | ☐ DaVita Inc. | ☐ MetLife, Inc. | | ☐ Molina Healthcare | ☐ HCA Healthcare, Inc. | ☐ Progressive Corporation | | ☐ The Cigna Group | ☐ Laboratory Corporation of America Holdings, Inc. | ☐ Prudential Financial, Inc. | | ☐ UnitedHealth Group Inc. | ☐ McKesson Corp | | | | ☐ Walgreens Boots Alliance, Inc.* | |

  87. March 2025 Transformational Incentive Award — Dr. Sanjay Shetty

    To be removed going forward as Walgreens Boots Alliance, Inc. went private in August 2025. Plan Design and Award Decisions Base Salary On an annual basis, the Committee, in consultation with its independent compensation consultant, reviews the market data and current base salaries for our executives, considering adjustments as deemed appropriate. Salary increases, if any, must receive advance approval from the Committee. During its review, the Committee determined that base salary increases were necessary for certain of our executives in 2025 in order to maintain competitive market pay levels. In addition to market pay analysis, the 2025 determinations considered demonstration of contributions to enterprise value along with certain expansions of responsibilities. The table below represents base salaries for our CEO and other NEOs as of December 31, 2025.

  88. March 2025 Transformational Incentive Award — Dr. Sanjay Shetty

    | Named Executive Officer | 2025 Base Salary | | James A. Rechtin | $1,375,000 | | Celeste M. Mellet | $975,000 | | Japan A. Mehta | $715,000 | | Michelle A. O’Hara | $750,000 | | Sanjay K. Shetty, M.D. | $720,000 | | Susan M. Diamond | $875,000 |

  89. March 2025 Transformational Incentive Award — Dr. Sanjay Shetty

    | Compensation Discussion and Analysis • 2026 Proxy Statement | Humana | 51 |

  90. March 2025 Transformational Incentive Award — Dr. Sanjay Shetty

    Short-Term Incentives Our enterprise short-term incentive (STI) is administered through the Associate Incentive Plan (AIP), a discretionary, annual cash-based incentive plan. The goal of our plan is to recognize and reward participating associates, including our executive officers, for their contributions to the Company’s overall performance, while also uniting associates around a common purpose for the year.

  91. Associate Incentive Plan

    Associate Incentive Plan The AIP plan year is effective January 1 through December 31 of each fiscal year. Associates who participate in other Company incentive plans, such as Sales Incentive/Commission Plans and Targeted Incentive Plans, are not dually eligible to participate in the AIP. Associates may not participate in more than one incentive plan. For our executive officers, the AIP is administered through the Executive Incentive Compensation Plan, as filed with the SEC as an exhibit to our annual reports on Form 10-K and can be accessed on our website. From the www.humana.com website, click on “More Humana,” then click on “For Investors,” then click on “SEC Filings and Financial Reports,” and then click on “SEC Filings.” AIP payout is calculated based on Annual Base Salary (or Annualized Base Salary for hourly associates) during the AIP Performance Period, as defined under the AIP Plan Document. Annual Base Salary under AIP excludes any unpaid leave or overtime and is pro-rated for the number of days eligible during the plan year. Further, in the event of a pay change during the plan year, the Annual Base Salary is pro-rated for the number of days at each base salary, which will result in a blended base salary. Refer to section titled “2025 AIP Performance Results” for discussion of AIP payout of our Named Executive Officers. On an annual basis the Committee, in consultation with its independent compensation consultant, reviews and approves the AIP as illustrated below:

  92. Associate Incentive Plan

    | 52 | Humana | 2026 Proxy Statement • Compensation Discussion and Analysis |

  93. Associate Incentive Plan

    The Committee selected the following performance and strategic measures for the 2025 AIP, aligning our executives to the key financial and operational objectives of our overall strategy:

  94. Associate Incentive Plan

    | Pre-Tax Earnings | 50% Weighting | • Pre-tax earnings measures the adjusted consolidated income before taxes and equity in net earnings, a key metric reflecting the Company’s financial performance. • The 2025 threshold, target and maximum opportunities were determined by the Committee after taking into account the prior year’s performance, historical peer performance, the long-term operating plan as presented to stockholders during our 2025 Investor Day, and the volatile operating environment in which the Company is operating. • The Committee determined to move from Adjusted Earnings per Share (Adjusted EPS) to pre-tax earnings to incentivize performance utilizing a measure within the Company’s control, as EPS can be overly impacted by external factors outside of the Company’s control. | | Stars Performance | 20% Weighting | • Achieving top-quartile Stars performance is a key strategic imperative. This metric measures the weighted composite of 16 Healthcare Effectiveness Data and Information Sets (HEDIS) and Patient Safety measures, in each case included in the Bonus Year 2028 Stars program (measuring year 2025). • These Stars measures are particularly relevant to an assessment of the clinical quality and beneficial health outcomes of our members, which is central to our efforts to deliver integrated healthcare, and represent the areas of focus within the Company’s control for the 2025 period. | | Integrated Health | 15% Weighting | • Integrated health is a key strategic imperative as we believe it leads to better clinical outcomes and improved customer experience for our members. This performance measure is based on either (i) the number of Humana health plan members utilizing two or more of CenterWell’s health services offerings (pharmacy, primary care, and home) or (ii) the net growth of Humana health plan members in CenterWell primary care. • The Committee believes that focusing on “two plus” utilization and net growth of CenterWell primary care drives (a) better clinical outcomes, and (b) more touchpoints with our members and patients, balanced against the highest value of integration through growth in the primary care business. | | Clinical Innovations | 15% Weighting | • This measure incentivizes continued focus on reducing medical costs through advanced clinical innovation, better clinical outcomes and customer experiences. • Performance is measured based on actual cost reductions, with a threshold, target and maximum opportunity based upon previous years’ experience and the Company’s five-year financial plan. |

  95. Associate Incentive Plan

    As noted above, the Committee elected to change the financial metric for the 2025 AIP from Adjusted EPS to Pre-Tax Earnings. In making that determination, the Committee considered the importance of using a financial metric within the Company’s control, rather than one that can be overly impacted by external factors outside of the Company’s control, resulting in a compensation program that is more likely to drive overall Company performance against key strategic measures while also continuing to retain and incentivize executive officers. Considering historical performance, the Company’s five-year financial plan, and the current volatility in the external environment, the Committee determined that the threshold or minimum (50%) level for Pre-Tax Earnings would be $2.45 billion, the target level (100%) for Pre-Tax Earnings would be a range from $2.63 billion to $2.77 billion and the maximum (200%) level for Pre-Tax Earnings would be $2.96 billion. Under our AIP, individual performance and contributions are taken into consideration when determining each associate’s final payout.

  96. Associate Incentive Plan

    | Compensation Discussion and Analysis • 2026 Proxy Statement | Humana | 53 |

  97. 2025 AIP Performance Results

    2025 AIP Performance Results In determining performance for our NEOs under the 2025 AIP, the Committee reviewed the Company’s overall financial and operating results, evaluating them against the AIP performance measures developed by the Committee in February 2025. Following that review and certification of the results by our Chief Financial Officer, the Committee approved performance under the AIP as follows.

  98. 2025 AIP Performance Results

    | Performance Measure | Weighting | Minimum (50%) | Target (100%) | Maximum (200%) | Results | Performance Rate | Performance Weighting Under Plan | | Pre-Tax Earnings | 50% | $2.45B | $2.63B-$2.777B | $2.96B | $2.841B | 137.2% | 68.6% | | Stars Performance | 20% | 78.1% | 78.4% | 78.7% | 80.71% | 200.0% | 40% | | Integrated Health | 15% | 135,000 or 20,000 | 137,500 or 25,000 | 140,000 or 30,000 | 140,500 | 200.0% | 30% | | Clinical Innovation | 15% | $500M | $600M | $700M | $905M | 200.0% | 30% | | | Final Performance Under Plan: | | | | | | 168.6% |

  99. 2025 AIP Performance Results

    In determining the final AIP plan funding, the Committee considered the Company’s performance across both Insurance and CenterWell segments, as well as significant progress on strategic measures amidst ongoing, complex structural changes affecting the Medicare Advantage industry. The Committee also considered the Company’s share price performance throughout the year relative to the broader market, largely impacted by these external factors, and the importance of aligning overall compensation outcomes with stockholder experience. Therefore, upon recommendation from management the Committee determined to apply negative discretion to the overall payout. As a result of the application of this negative discretion, the AIP funded at 112%, despite overall plan performance of 168.6%, resulting in the following payouts for our NEOs:

  100. 2025 AIP Performance Results

    | Named Executive Officer | 2025 Annualized Base Salary(1) | 2025 Target Opportunity | Funding Rate | Actual Payout | | James A. Rechtin | $1,354,795 | 200% | 112% | $3,034,740 | | Celeste M. Mellet | $948,288 | 125% | | $1,327,603 | | Japan A. Mehta | $654,274 | 100% | | $732,787 | | Michelle A. O’Hara | $750,000 | 100% | | $840,000 | | Sanjay K. Shetty, M.D.(2) | $716,767 | 120% | | $963,335 | | Susan M. Diamond | $875,000 | 125% | | $1,225,000 |

  101. 2025 AIP Performance Results

    (1) Blended base salary applied to Mr. Rechtin and Dr. Shetty due to a pay increase during the AIP performance period. (2) Effective January 1, 2025, Mr. Shetty’s target opportunity increased from 100% to 120%. Long-Term Incentives Our long-term incentives (LTI) provide a vital link between the long-term results achieved for our stockholders and the financial rewards provided to our NEOs. The Committee, in consultation with its independent compensation consultant, annually determines the aggregate amounts and terms of long-term incentive compensation awards for our executive officers using (i) compensation programs and competitive pay practices of peer companies and (ii) the outstanding equity information for each executive officer using tally sheets to examine the value of prior compensation decisions. The Committee believes that a mix of long-term incentives, combined with both financial and non-financial performance measures: • Aligns executives with the interests of our stockholders; • Allows executives to focus on measures they have the ability to influence while also balancing stockholder expectations of using a relative measure; and Adjusts to general economic conditions that would impact all companies in our Peer Group.

  102. 2025 AIP Performance Results

    | 54 | Humana | 2026 Proxy Statement • Compensation Discussion and Analysis |

  103. 2025 AIP Performance Results

    Design of Long-Term Incentives Granted in 2025 In determining the structure and mix for long-term incentives granted to the Company’s NEOs in February 2025, the Committee considered the current environment for the Company and feedback from the stockholders, and determined that it was important to return to a three-year performance period for the financial metric in 2025 (Relative TSR) after having a one-year financial metric in 2024 (EPS) in order to address financial uncertainty at that time. The Committee also concluded that it was consistent with the goals for the Company to continue to have a three-year performance period for the strategic measures, which for the long-term incentives granted in 2025 are Stars Rating recovery and operational productivity goals. In addition, the Committee reviewed the mix of long-term incentive awards for the executive officers with the independent compensation consultant and, after considering the equity mix of peer companies, it was determined that in order to be more aligned with peer companies and the need to return to long-term financial targets, it was in the best interest of the Company and its stockholders to (i) move away from granting stock options in 2025 and instead use a mix of 40% restricted stock units and 60% performance-based stock units and (ii) adjust the overall design of our performance-based stock units, as discussed further below.

  104. 2025 Equity Award Summary

    2025 Equity Award Summary

  105. 2025 Equity Award Summary

    | Restricted Stock Units | | 40% | | • Promotes retention of our executive talent • Aligns executive officers’ interests with the interests of our stockholders • Allows executive officers to build stock ownership positions • Offers long-term financial opportunities to our executives beyond salary |

  106. 2025 Equity Award Summary

    | Performance-Based Stock Units | | 60% | | After temporarily changing our approach to the overall design of our performance-based stock units in 2024 (using a one-year financial measure as a result of the uncertainty in setting long-term financial targets), in 2025 the Committee returned to our historical design by approving a PSU structure with three-year financial and strategic metrics. Those measures included relative TSR (rTSR), a financial metric measured over a three-year period (2025-2027), as well as operational and strategic measures, including Star Ratings performance and productivity goals, in each case measured over the same three-year period. In addition, the Committee considered the appropriate comparator group for rTSR and determined that it was in the best interests of the Company and its stockholders to use the Dow Jones U.S. Select Health Care Provider Index to measure relative performance, rather than a bespoke peer group utilized in prior years. The Committee believes using this change further supports transparency and year-over-year consistency in measuring the Company’s performance against a broad industry standard. This also aligns to the Company’s peer group that is used for purposes of our Pay vs. Performance disclosures in our Annual Report on Form 10-K. Generally, the performance-based stock units granted in 2025: • Reinforce our pay-for-performance culture and align to our external commitments; • Introduce rTSR as the core financial metric measured over a three-year period to emphasize our long-term focus and further align our executive officers with stockholder interests, rather than using a +/-20% multiplier as in prior years; • Measure performance against key operational and strategic measures to create sustainable customer value and drive long-term strategic performance; and • Correlate highly with value creation for our stockholders. Financial Measure • Relative TSR — 50% weighting, measured as a percentile of the Company’s peer group performance Strategic Measures • Stars Performance(1) — 30% weighting, measured as a percentage above median peer group performance(2) • Productivity — 20% weighting, measured as percentage improvement over the previous year |

  107. 2025 Equity Award Summary

    The Committee considered the inclusion of Stars Performance as a strategic measure in both the AIP and PSU structure and determined its inclusion was important as achieving top-quartile Stars performance is a key strategic imperative that the executive team is focused on executing on in the near-term and foundational to positioning the Company for long-term growth.

  108. 2025 Equity Award Summary

    | Compensation Discussion and Analysis • 2026 Proxy Statement | Humana | 55 |

  109. 2025 Equity Award Summary

    Peer group for Stars Performance: Humana Inc., UnitedHealth Group Inc., CVS Health Corp, Centene Corporation, The Cigna Group/ HSCS, and Elevance Health, Inc. Any changes to companies during the performance period will result in automatic adjustments to the peer group for calculation purposes. The table below reflects 2025 stock-based compensation approved by the Committee for our CEO and other NEOs in connection with our annual compensation program.(1) In determining Mr. Rechtin’s 2025 award (his first as CEO) the Committee took into consideration his leadership through a complex and dynamic period for the company and MA industry and the importance of further aligning his interests with those of the Company’s long-term shareholders and Company performance. The target LTI opportunity moves Mr. Rechtin closer in-line with industry peers, which the Committee viewed as important to support retention in a competitive market for executive talent, particularly as the Company executes its multi-year strategy.

  110. 2025 Equity Award Summary

    | Named Executive Officer | PSUs 60%(2) | RSUs 40% | Total 2025 LTI Award | | James A. Rechtin | $7,335,000 | $4,890,000 | $12,225,000 | | Celeste M. Mellet | $2,460,000 | $1,640,000 | $4,100,000 | | Japan A. Mehta | $1,380,000 | $920,000 | $2,300,000 | | Michelle A. O’Hara | $1,620,000 | $1,080,000 | $2,700,000 | | Sanjay K. Shetty, M.D. | $1,620,000 | $1,080,000 | $2,700,000 | | Susan Diamond(3) | $0 | $0 | $0 |

  111. 2025 Equity Award Summary

    (1) The amounts reflected in the table above reflect only amounts granted in connection with our annual compensation program, and do not include initial equity awards granted to Mmes. O’Hara and Mellet and Mr. Mehta upon joining the Company or a one-time award for Dr. Shetty that are, in each case, discussed further in the section above titled “Leadership Changes and Related Compensation Decisions.” (2) Performance-based stock units are shown at target value. (3) Ms. Diamond was not eligible for an annual equity grant in 2025 following her transition from CFO. Results of Our Performance-Based Restricted Stock Units Granted in 2023

  112. Design Framework

    Design Framework In 2023, the Committee granted performance-based stock unit awards to our then-serving NEOs (Ms. Diamond, and Dr. Shetty), with performance criteria for these awards based on both the Company’s Adjusted EPS and certain long-term strategic measures, in each case measured against an established set of targets over the three-year period beginning January 1, 2023 and ending December 31, 2025, referred to herein as our “2023-2025 PSU Awards.” The 2023-2025 PSU Awards also included a rTSR modifier that could adjust final payout results up or down based on the Company’s TSR ranking against an approved Comparator Group. The Committee chose the strategic measures in order to drive management focus on the Company’s long-term transformation to become an integrated healthcare company and improve the quality of care delivered to our members. Key to this transformation is increasing the number of members covered under a value-based home health model and paneled to our CenterWell primary care clinics, as we believe those initiatives result in better clinical outcomes, customer experience, and member retention. These strategic measures, complemented by a long-term focus on delivering returns on invested capital through an Adjusted EPS measure and three-year productivity improvement target, drive long-term incentives aligned with our stockholders.

  113. Design Framework

    | 2023-2025 PSU Awards | | | | | | | Weighting | Minimum (50%) | Target (100%) | Maximum (200%) | | Financial Measure Adjusted EPS | 70% | $34.50 | $37.00 | $39.50 | | Strategic Measures | 30% | | | | | # of MA lives covered by full Value-Based Home Health Model | 10% | 2.34M | 2.6M | 2.86M | | Increase # patients paneled to CenterWell Primary Care Clinics | 10% | 180k | 200k | 220k | | Improve annual operating leverage beginning in 2024 | 10% | 15bps | 20bps | 25bps | | rTSR Modifier | + /-20% | | | |

  114. Design Framework

    | TSR Modifier (2023 Peer Group as Comparator Group) | | | Ranked on a percentile basis against peers; +/- 20% is determined after Adjusted EPS performance is measured, and is applied as follows (with maximum payout capped at 200% of target opportunity and incremental modification using linear interpolation if performance is within the ranges noted below): | | | < 25th Percentile: | -20% | | 45th – 55th Percentile: | No Modifier Applied | | > 75th Percentile: | + 20% |

  115. Performance Achievement Results

    Performance Achievement Results When determining the vesting value of the 2023-2025 PSU Awards, the Committee reviewed final Company results showing Adjusted EPS of $17.14 in 2025, results under each of the strategic measures, and the Company’s rTSR ranking in the 7.3rd percentile of the comparator group. Together, the Company’s performance across these measures resulted in overall performance of 48.0% achievement under the 2023-2025 PSUs. In considering the final performance, the Committee recognized that 2023 and 2024 were dynamic and challenging years for the Medicare Advantage industry, our company and our stakeholders, as we and industry peers found ourselves responding to significant and unanticipated increases in medical cost trends. Although our team worked tirelessly in late 2023 to offset the impact through areas such as administrative cost containment and productivity initiatives, we were ultimately unable to fully offset these trends as they continued to accelerate in the fourth quarter of 2023. That trend ultimately resulted in a reset of earnings expectations for the entire industry that continued into 2025. For Humana, accelerated trend resulted in 2023 and 2024 earnings growth that failed to meet our expectations, and final 2025 Adjusted EPS well below the threshold performance level under the 2023-2025 PSUs. Although we have continued to advance our long-term strategy and have achieved strong growth in our individual MA, Medicaid and senior-focused value-based care CenterWell businesses, the Committee ultimately noted that our Adjusted EPS results over the period had finished below the threshold level of performance set forth in the 2023-2025 PSUs, and made no exceptions or other positive adjustments to the Adjusted EPS target. The Committee also reviewed our strong performance on the strategic measures for the 2023-2025 PSUs, and their impact on positioning the Company for long-term success through the advancement of our healthcare services platform.

  116. Performance Achievement Results

    | | Final Result | Funding Rate | Weighting | Modifier | Final Payout Results | | Adjusted EPS | $17.14 | 0% | 70% | | 0% | | Strategic Measures | Maximum | 200% | 30% | | 60% | | rTSR Modifier | 7.3rd percentile | | | (20.0)% | | | Final Payout | | | | | 48% |

  117. Performance Achievement Results

    | Executive Severance and Change in Control | | • The Severance Policy, adopted by the Board of Directors on February 15, 2023 and as amended on February 18, 2026, provides for benefits in the event employment is terminated without cause, for a defined severance period during which certain restrictive covenants would apply (e.g., non-compete, non-solicit and non-disparagement covenants): | | – CEO: 24 months base salary and target bonus, with two-year restrictive covenants | | – Other NEOs: 18 months base salary and target annual bonus, with 18-month restrictive covenants | | • The Change in Control Policy (CIC Policy) provides for benefits in the event that employment is terminated under certain circumstances in connection with a Change in Control transaction, with restrictive covenants binding the executive during the applicable severance period: | | – CEO: lump sum payment of 30 months base salary and target bonus, with 30-month restrictive covenants | | – Other NEOs: lump sum payment of 24 months base salary and target bonus, with 24-month restrictive covenants • A copy of each policy is filed with the SEC as an exhibit to our most recent Annual Report on Form 10-K. |

  118. Performance Achievement Results

    | Anti-Hedging and Pledging Policy | | All of our associates and members of our Board are prohibited from engaging in short-term, speculative transactions in Company securities and therefore prohibits any hedging or pledging of Company securities, including puts, calls or other derivative securities. |

  119. Performance Achievement Results

    | Equity Grant Policy and Procedures | | We did not grant stock options in 2025. In prior years our policy was to grant stock options and similar awards in the ordinary course of business in connection with our annual compensation program, hiring new employees, and in recognition of the retention or promotion of employees from time to time. We do not grant stock options or similar awards in anticipation of the release of material nonpublic information, such as a significant positive or negative earnings announcement, and do not time the public release of such information based on stock option grant dates. In addition, it is our policy to not grant stock options or similar awards during periods in which the Company is aware of material nonpublic information about our Company, including (i) during “blackout” periods established in connection with the public release of earnings information under our insider trading policy (each, a “Blackout”) or (ii) at any time during the four business days prior to or the one business day following the filing of our periodic reports or the filing or furnishing of a Form 8-K that discloses material nonpublic information (each, a “Filing Window”). | | In prior years, stock option grants to our executive officers were generally approved annually at a meeting of the Committee that is held during the first quarter of each year, and the grants were generally effective on the first trading day after the meeting on which the grants are eligible to be made under our grant policies discussed above. For example, if the meeting occurs during a Blackout or a Filing Window, the stock option grants will not be effective until after the first business day following the earnings announcement, unless such day is within a Filing Window, in which case such grants will not be effective until after the first business day following the filing of the applicable report with the Securities and Exchange Commission. | | As noted above, during the period covered by this report we did not grant stock options. As a general matter, we have not timed the disclosure of material nonpublic information for the purpose of affecting the value of executive compensation. |

  120. Performance Achievement Results

    | Name and Principal Position | Year | Salary ($) | Bonus ($) | Stock Awards ($)(1) | Option Awards ($)(2) | Non-Equity Incentive Plan Compensation ($)(3) | Change in Pension Value and Nonqualified Deferred Compensation Earnings ($) | All Other Compensation ($)(4) | Total ($) | | James A. Rechtin President and Chief Executive Officer | 2025 | 1,348,558 | — | 13,868,141 | — | 3,034,740 | — | 505,636 | 18,757,075 | | | 2024 | 1,105,769 | — | 7,317,483 | 4,495,979 | 1,943,477 | — | 716,768 | 15,579,476 | | Celeste M. Mellet(5) Chief Financial Officer | 2025 | 900,000 | 6,000,000 | 10,651,166 | — | 1,327,603 | | 43,935 | 18,922,704 | | Susan M. Diamond(9) Former Chief Financial Officer | 2025 | 961,075 | — | — | — | 1,225,000 | — | 196,855 | 2,382,930 | | | 2024 | 846,192 | — | 6,733,897 | 948,087 | 911,377 | — | 177,961 | 9,617,514 | | | 2023 | 790,000 | — | 2,802,776 | 898,145 | — | — | 239,812 | 4,730,733 | | Japan A. Mehta(7) Chief Information Officer | 2025 | 618,750 | 4,300,000 | 3,908,903 | — | 732,787 | — | 4,123 | 9,564,563 | | Michelle A. O’Hara(6) Chief Human Resources Officer | 2025 | 715,385 | 2,500,000 | 4,863,176 | — | 840,000 | — | 24,077 | 8,942,638 | | Sanjay K. Shetty, M.D.(8) President, CenterWell | 2025 | 715,769 | 250,000 | 5,063,055 | — | 963,335 | — | 163,520 | 7,155,679 | | | 2024 | 694,808 | 550,000 | 3,798,420 | 623,769 | 661,107 | — | 107,159 | 6,435,263 | | | 2023 | 493,269 | 1,400,000 | 1,401,072 | 449,844 | — | — | 837,756 | 4,581,941 |

  121. CEO Compensation

    | | Summary Compensation Table Total for | | Compensation Actually Paid to | | Average Summary Compensation Table Total for | Average Compensation Actually Paid to | Value of Initial Fixed $100 Investment Based On: | | | | | | Year | PEO 1 ($)(1) (b)(1) | PEO 2 ($)(1) (b)(2) | PEO 1 ($)(2) (c)(1) | PEO 2 ($)(2) (c)(2) | Non-PEO NEOs ($)(3) (d) | Non-PEO NEOs ($)(4) (e) | Total Shareholder Return ($)(5) (f) | Peer Total Shareholder Return ($)(6) (g) | Net Income ($mm)(7) (h) | Adjusted EPS ($)(8) (i) | Pre-Tax Earnings ($mm)(9) (j) | | 2025 | 18,757,075 | N/A | 18,828,255 | N/A | 9,393,703 | 9,469,480 | 65 | 108 | 1,203 | — | 2,841 | | 2024 | 15,579,477 | 12,057,164 | 9,229,775 | 184,356 | 10,066,604 | 6,262,690 | 64 | 107 | 1,214 | 16.21 | 2,702 | | 2023 | | 16,327,384 | | (37,708) | 3,866,828 | 1,654,500 | 114 | 115 | 2,484 | 26.09 | 4,369 | | 2022 | | 17,198,844 | | 30,353,498 | 4,154,126 | 6,537,728 | 126 | 116 | 2,802 | 25.24 | 4,181 | | 2021 | | 16,528,036 | | 25,833,960 | 4,111,051 | 5,872,201 | 114 | 125 | 2,934 | 20.64 | 3,356 |

  122. Pay Versus Performance Table

    Pay Versus Performance Table As described in greater detail in the Compensation Discussion and Analysis set forth in this proxy statement, the Company’s executive compensation program reflects a variable pay-for-performance philosophy. The metrics that the Company uses for both our long-term and short-term incentive awards are selected based on an objective of incentivizing our NEOs to increase the value of our enterprise for our shareholders. The two performance measures listed below represent an unranked list of the “most important” performance measures that Humana used to align CAP to the NEOs for 2025 and company performance. While these financial measures are the most important measures the company used to align CAP to the NEOs for 2025 and company performance, additional financial and other measures were also used to align pay and performance, as further described in the Compensation Discussion and Analysis section of this proxy statement.

  123. Pay Versus Performance Table

    | 76 | Humana | 2026 Proxy Statement • Executive Compensation |

  124. Pay Versus Performance Table

    The most important performance measures are: Pre-Tax Earnings • Relative Total Shareholder Return These financial quantitative measures generally reflect those used internally to measure our performance and externally to report to investors, and we believe that, taken together, they provide a holistic measure of Company growth, shareholder value and overall financial performance. As noted above, we have deemed Pre-Tax Earnings as the “most important” financial measure used to link our NEO’s compensation with performance and, as previously disclosed, it is being used as our Company Selected Measure. For more detail on these measures and why we believe that they are important in structuring our incentive compensation programs and linking pay with performance, please see the discussion under “Plan Design and Performance Measures” in this proxy statement. Analysis of the Information Presented in the Pay Versus Performance Table While Humana uses several performance measures to align executive compensation with Company performance, all of those Company measures are not presented in the Pay versus Performance Table set forth herein. Moreover, Humana generally seeks to incentivize long-term performance, and therefore does not specifically align the Company’s performance measures with compensation that is actually paid (as computed in accordance with PvP Rules) for a particular year. In accordance with the PvP Rules, Humana is providing the following descriptions of the relationships between information presented in the Pay versus Performance Table.

  125. Compensation Actually Paid and Pre-Tax Earnings

    Compensation Actually Paid and Pre-Tax Earnings The following graphs depict the relationship between EPS and CAP to Humana’s CEOs and the NEOs, respectively.

  126. Compensation Actually Paid and Pre-Tax Earnings

    | | |

  127. Compensation Actually Paid and Net Income

    Compensation Actually Paid and Net Income The following graphs depict the relationship between Net Income and CAP to Humana’s CEOs and the NEOs, respectively.

  128. Compensation Actually Paid and Net Income

    | | |

  129. Compensation Actually Paid and Net Income

    | Executive Compensation • 2026 Proxy Statement | Humana | 77 |

  130. Compensation Actually Paid and Relative TSR

    Compensation Actually Paid and Relative TSR The following graphs depict the relationship between TSR and CAP to Humana’s CEOs and the NEOs, respectively.

  131. Compensation Actually Paid and Relative TSR

    | | |

  132. Compensation Actually Paid and Relative TSR

    | 78 | Humana | 2026 Proxy Statement • Executive Compensation |

  133. Compensation Actually Paid and Relative TSR

    | Certain Transactions with Management and Others |

  134. Compensation Actually Paid and Relative TSR

    The Board of Directors has determined that there are no material transactions involving a current director or director nominee of the Company. For a discussion of the transactions reviewed, please see the discussion under “Independent Directors” herein. The Board of Directors has adopted a policy for review, approval and monitoring of transactions involving the Company and directors and executive officers or their immediate family members, or stockholders owning five percent or greater of the Company’s outstanding stock. The policy covers any related person transaction that meets the minimum threshold for disclosure under the SEC’s regulations. The Related Party Transaction Approval Policy may be viewed on our website. From the www.humana.com website, click on “More Humana,” then click on “For Investors,” then click on “Corporate Governance,” and then click on the link titled “Policy Regarding Related Person Transactions.” Pursuant to that policy, our Board of Directors has reviewed certain transactions for 2025 and determined that in each case, the amount paid is comparable to similar transactions entered into in the ordinary course of business between unrelated parties, is not material to the Company, and does not represent a direct or indirect material interest to the related party.

  135. Compensation Actually Paid and Relative TSR

    | Certain Transactions with Management and Others • 2026 Proxy Statement | Humana | 79 |

  136. Compensation Actually Paid and Relative TSR

    | Audit Committee Report |

  137. Compensation Actually Paid and Relative TSR

    Our Audit Committee currently is comprised of four directors. All members are independent and are financially literate as defined in the NYSE listing standards. The Board of Directors has determined that Messrs. D’Amelio and Garratt and Dr. Bono each meet the definition of “audit committee financial expert.” The Board of Directors has adopted a written charter for the Committee. As set forth in its Charter, our Audit Committee is directly responsible for the appointment, compensation, retention and oversight of the work of the independent registered public accounting firm engaged to prepare the audit report or perform other audit, review or attestation services. The Audit Committee has retained PricewaterhouseCoopers LLP, or PwC, as the Company’s independent registered public accounting firm for fiscal year 2026. PwC has been retained as the Company’s independent registered public accounting firm continuously since 1968. The Audit Committee reviews Humana’s financial reporting processes on behalf of the Board of Directors. In fulfilling its responsibilities, the Audit Committee has reviewed and discussed the audited financial statements contained in our Annual Report on Form 10-K for the year ended December 31, 2025, with Humana’s management and its independent registered public accounting firm, PwC. Management is responsible for the financial statements and the reporting process, including its assessment of our internal control over financial reporting. PwC is responsible for expressing an opinion on the conformity of those audited financial statements with accounting principles generally accepted in the United States of America. Management has represented to PwC and the Audit Committee that our consolidated financial statements were prepared in accordance with accounting principles generally accepted in the United States of America. The Audit Committee discussed with PwC the matters required to be discussed by the applicable requirements of the Public Company Accounting Oversight Board (“PCAOB”) and the SEC. In addition, the Audit Committee has discussed with PwC its independence from Humana and its management including the matters in the written disclosures required by applicable requirements of the PCAOB regarding the independent registered public accounting firm’s communications with the Audit Committee concerning independence. During 2025, the Audit Committee met independently with our Chief Audit and Risk Officer, our Chief Legal Officer, our Chief Compliance Officer, key members of management, and PwC regarding our business, current and planned audit activities, and risks that could impact the Company and management actions to mitigate those risks. The Audit Committee, in consultation with management, Internal Audit, and PwC, reviewed our quarterly financial statements and earnings releases. The Audit Committee reviewed our annual financial statements. Audit Committee members individually reviewed our monthly operating and financial information as well as internal audits of controls over operations, financial processes, and compliance with laws and regulations. The Audit Committee reviewed and evaluated the relevant requirements of the Sarbanes-Oxley Act of 2002, the rules of the SEC and the listing standards of the NYSE regarding audit committee procedures and responsibilities, including a review of our internal controls and procedures. The Audit Committee reviewed and approved the services provided by PwC to us consisting of the following:

  138. Compensation Actually Paid and Relative TSR

    | | For The Years Ended December 31 | | | | 2025 | 2024 | | Audit Fees | $7,498,000 | $7,182,000 | | Audit Related Fees | $2,155,507 | $1,740,000 | | Tax Fees | $191,421 | $217,107 | | All Other Fees | $350,000 | $352,000 | | TOTAL | $10,194,928 | $9,491,107 |

  139. Compensation Actually Paid and Relative TSR

    • Audit Fees include activities relating to the audit of our consolidated financial statements, the audit of internal control over financial reporting, statutory and other separate Company audits, work performed in connection with registration statements, and audit procedures related to miscellaneous SEC and financial reporting matters. • Audit Related Fees include other assurance and related services including the audits of our employee benefit plans, Service Organization Controls (SOC) reports and other mandated regulatory and compliance attestation services. No amounts were paid for financial systems design and implementation. • Tax Fees include activities relating to tax compliance, consultation and support services. All Other Fees include activities related to advisory services and the annual renewal of software licenses.

  140. Compensation Actually Paid and Relative TSR

    | 80 | Humana | 2026 Proxy Statement • Audit Committee Report |

  141. Compensation Actually Paid and Relative TSR

    The Audit Committee discussed with our internal auditors and with PwC the overall scope and plans for their respective audits. At each meeting, the Audit Committee is provided the opportunity to meet with the internal auditors and with PwC with and without management present, and, in fact, met with the internal auditors and with PwC with and without management present in connection with each regularly scheduled Board of Directors meeting in 2025. The Audit Committee has established policies and procedures for pre-approving all audit, review and attest services that are required under the securities laws and all other permissible tax and non-audit services necessary to assure PwC’s continued independence. The Audit Committee annually pre-approves the following permissible non-audit services: • related assurance and attestation services; • risk and control services; • transaction services; and • tax services. The fees shown in the table above were all pre-approved in accordance with these policies and procedures. The Audit Committee separately will consider any proposed retention of the independent registered public accounting firm for permissible non-audit services other than those listed above. The Audit Committee is responsible for the audit fee negotiations associated with the Company’s retention of PwC. In reliance on the reviews and discussions referred to above, the Audit Committee recommended to the Board of Directors, and the Board has approved, that the audited financial statements be included in the Humana Annual Report on Form 10-K for the year ended December 31, 2025. All members of the Audit Committee of the Company whose names follow submit the foregoing report:

  142. Compensation Actually Paid and Relative TSR

    | AUDIT COMMITTEE Frank A. D’Amelio, Chair Raquel C. Bono, M.D. John W. Garratt Marcy S. Klevorn |

  143. Compensation Actually Paid and Relative TSR

    | Audit Committee Report • 2026 Proxy Statement | Humana | 81 |

  144. Compensation Actually Paid and Relative TSR

    | Proposal Two Ratification of Appointment of Independent Registered Public Accounting Firm |

  145. Compensation Actually Paid and Relative TSR

    The Board of Directors, in accordance with the recommendation of its Audit Committee, believes that the continued retention of PwC as the Company’s independent registered public accounting firm is in the best interests of the Company and its stockholders, and therefore has appointed PwC to audit the consolidated financial statements of the Company for the year ending December 31, 2026. In making this appointment, the Board considered the performance and independence of PwC, including whether any non-audit services performed by PwC are compatible with maintaining independence. The Audit Committee and Board of Directors believe that PwC has invaluable long-term knowledge of Humana. While preserving that knowledge, partners and employees of PwC engaged in audits of Humana are periodically changed, giving Humana access to new expertise, experience and perspectives. We are asking our stockholders to ratify the appointment of PwC as our independent registered public accounting firm. Although ratification is not required by our Charter, Bylaws, Delaware law or otherwise, the Board is submitting the appointment of PwC to our stockholders for ratification because we value our stockholders’ views on our independent registered public accounting firm. If our stockholders fail to ratify the appointment, it will be considered as a non-binding recommendation to the Board and the Audit Committee to consider the appointment of a different firm for fiscal year 2027. Even if the appointment is ratified, the Board and the Audit Committee may select a different independent registered public accounting firm at any time during the year if it determines that such a change would be in the best interests of the Company and our stockholders. We expect that representatives of PwC will be present at the Annual Meeting and will be afforded the opportunity to make a statement if they desire to do so and to respond to appropriate questions. Vote Required and Recommendation of the Board of Directors The affirmative vote of the holders of a majority of the votes cast affirmatively or negatively on this the proposal is required for the ratification of the appointment of PricewaterhouseCoopers LLP as our independent registered public accounting firm. Abstentions and Shares not present at the meeting have no effect on the ratification of the appointment of PricewaterhouseCoopers LLP. Pursuant to NYSE regulations, brokers and other NYSE member organizations have discretionary voting power over the ratification of the appointment of the Company’s independent registered public accounting firm. If you timely submit a signed proxy but fail to specify instructions to vote with respect to this proposal, the accompanying proxy will be voted FOR this proposal.

  146. Compensation Actually Paid and Relative TSR

    | | THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE “FOR” THE RATIFICATION OF THE APPOINTMENT OF PRICEWATERHOUSECOOPERS LLP AS THE COMPANY’S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM. |

  147. Compensation Actually Paid and Relative TSR

    | 82 | Humana | 2026 Proxy Statement • Proposal Two |

  148. Compensation Actually Paid and Relative TSR

    | Proposal Three Non-Binding Advisory Vote with Respect to the Compensation of the Company’s Named Executive Officers |

  149. Compensation Actually Paid and Relative TSR

    The Dodd-Frank Act requires that we include in our proxy statement a non-binding advisory stockholder vote with respect to the frequency of future advisory votes regarding the compensation of our Named Executive Officers as described in the Compensation Discussion and Analysis section, the compensation tables and the accompanying narrative disclosure, set forth in this proxy statement (commonly referred to as “Say-on-Pay”). At our 2023 Annual Meeting, held on April 20, 2023, our stockholders recommended an annual Say-on-Pay vote, and our Board of Directors subsequently adopted that recommendation. In 2026, we are therefore asking our stockholders to vote on the following resolution: RESOLVED, that the stockholders of Humana Inc. approve, on an advisory basis, the compensation of the Company’s Named Executive Officers, as described in the Compensation Discussion and Analysis section, the compensation tables, and the accompanying narrative disclosure, set forth in the Company’s proxy statement. The compensation of our Named Executive Officers is disclosed in the Compensation Discussion and Analysis, the compensation tables, and the related disclosures contained in this proxy statement. As discussed in those disclosures, our philosophy is that compensation should be market-based, competency-paced and contribution-driven. Our compensation programs are designed to challenge participants as well as reward them for superior performance for our Company and our stockholders, with an emphasis on pay for performance principles to align the interests of our Named Executive Officers with those of our stockholders. Our compensation practices and policies enable us to attract and retain talented and experienced executives to lead the Company successfully in a competitive environment. Your vote on this Proposal Three is an advisory one, and therefore is not binding on the Company, the Organization & Compensation Committee, or the Board. The vote will not be construed to create or imply any change to the fiduciary duties of the Company or the Board, or to create or imply any additional fiduciary duties for the Board. Nevertheless, our Board and our Organization & Compensation Committee value the opinions of our stockholders and intend to consider any stockholder concerns evidenced by this vote. We will continue to evaluate and disclose whether any actions are necessary to address those concerns.

  150. Compensation Actually Paid and Relative TSR

    | Proposal Three • 2026 Proxy Statement | Humana | 83 |

  151. Compensation Actually Paid and Relative TSR

    This proposal requires the affirmative vote of the holders of a majority of the votes cast affirmatively or negatively on this proposal for the approval of the non-binding advisory vote with respect to the compensation of the Company’s Named Executive Officers. Abstentions, Shares not present at the meeting and broker non-votes have no effect on the approval of this non-binding advisory vote. Pursuant to NYSE regulations, brokers do not have discretionary voting power over this proposal, and therefore, if you hold Shares through a broker or other NYSE member organization and do not provide voting instructions to your broker or other NYSE member organization, your Shares will not be voted with respect to this proposal. If you timely submit a signed proxy but fail to specify instructions to vote with respect to this proposal, the accompanying proxy will be voted FOR this proposal.

  152. Compensation Actually Paid and Relative TSR

    | | THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE “FOR” THE PROPOSAL TO APPROVE THE COMPENSATION OF THE COMPANY’S NAMED EXECUTIVE OFFICERS AS DESCRIBED IN THE COMPENSATION DISCUSSION AND ANALYSIS, THE COMPENSATION TABLES, AND THE RELATED DISCLOSURES CONTAINED IN THIS PROXY STATEMENT. |

  153. Compensation Actually Paid and Relative TSR

    | 84 | Humana | 2026 Proxy Statement • Proposal Three |

  154. Compensation Actually Paid and Relative TSR

    | Proposal Four Approval of the Humana Inc. 2026 Stock Incentive Plan |

  155. Compensation Actually Paid and Relative TSR

    Upon the recommendation of the Organization & Compensation Committee (the “Committee”), the Board has adopted the Humana Inc. 2026 Stock Incentive Plan (the “Stock Plan”), subject to stockholder approval at the April 16, 2026 Annual Meeting. If approved, the Stock Plan will replace, on a prospective basis, the current Humana Inc. Stock Incentive Plan (the “Prior Plan”) and all further grants of equity or equity-based awards to directors, executive officers, and other employees or consultants of the Company and its subsidiaries will be made under the Stock Plan. We are asking our stockholders to approve the Stock Plan at the 2026 Annual Meeting. The Board believes that in order to attract, retain and reward valuable personnel, it is important for the Company to maintain a flexible, long-term, stock-based incentive plan with terms that are competitive with and responsive to rapidly changing industry standards. The Stock Plan provides the Company with the ability to establish and maintain incentive programs that address the demands of the marketplace and are aligned with stockholder interests. Set forth below is an executive summary of this proposal as well as a brief description of the Stock Plan. The description of the Stock Plan in this proxy statement is qualified in its entirety by reference to the Stock Plan, which is attached to this proxy statement as Appendix B, located at page B-2 of this proxy statement. You may also obtain a copy of the Stock Plan by accessing this proxy statement as filed with the SEC on the Internet at www.sec.gov, by accessing the Investor Relations section of our website, www.humana.com, or by contacting our Corporate Secretary.