Humana HUM · USD

SEGMENT INFORMATIONOur two reportable segments, Insurance and CenterWell, are based on a combination of the type of health plan customer and adjacent businesses centered on well-being solutions for our health plans and other customers, as described below. Our Chief Executive Officer, the Chief Operating Decision Maker, utilizes these segment groupings and results of each segment, measured by income (loss) from operations, to assess performance and allocate resources primarily during our annual budget process and periodic forecast updates. The Insurance segment consists of Medicare benefits, marketed to individuals or directly via group Medicare accounts, as well as our contract with CMS to administer the Limited Income Newly Eligible Transition, or LI-NET, prescription drug plan program and contracts with various states to provide Medicaid, dual eligible demonstration, and Long-Term Support Services benefits, which we refer to collectively as our state-based contracts. This segment also includes products consisting of specialty health insurance benefits marketed to individuals and employer groups, including dental, vision, and other supplemental health benefits. In addition, our Insurance segment includes our Military services business, primarily our T-5 East Region contract, as well as the operations of our PBM business. The CenterWell segment includes our pharmacy solutions, primary care, and home solutions operations. Services offered by this segment are designed to enhance the overall healthcare experience. These services may lead to lower utilization associated with improved member health and/or lower drug costs. Our CenterWell intersegment revenues includes the operations of CenterWell Pharmacy (our mail-order pharmacy business), CenterWell Specialty Pharmacy, and retail pharmacies jointly located within CenterWell Senior primary care clinics. In addition, our CenterWell intersegment revenues include revenues earned by certain owned providers and our home solutions business, including fee-for-service and certain value-based arrangements with our health plans. We present our consolidated results of operations from the perspective of the health plans.

COMMITMENTS, GUARANTEES AND CONTINGENCIES Purchase ObligationsWe have agreements to purchase services, primarily information technology related services, or to make improvements to real estate, in each case that are enforceable and legally binding on us and that specify all significant terms, including: fixed or minimum levels of service to be purchased; fixed, minimum or variable price provisions; and the appropriate timing of the transaction. We have purchase obligation commitments of $1.2 billion in 2026, $953 million in 2027, $595 million in 2028, $298 million in 2029, and $273 million in 2030. Purchase obligations exclude agreements that are cancellable without penalty.Off-Balance Sheet ArrangementsAs part of our ongoing business, we do not participate or knowingly seek to participate in transactions that generate relationships with unconsolidated entities or financial partnerships, such as entities often referred to as structured finance or special purpose entities, or SPEs, which would have been established for the purpose of facilitating off-balance sheet arrangements or other contractually narrow or limited purposes. As of December 31, 2025, we were not involved in any SPE transactions.Guarantees and IndemnificationsThrough indemnity agreements approved by the state regulatory authorities, certain of our regulated subsidiaries generally are guaranteed by Humana Inc., our parent company, in the event of insolvency for (1) member coverage for which premium payment has been made prior to insolvency; (2) benefits for members then hospitalized until discharged; and (3) payment to providers for services rendered prior to insolvency. Our parent also has guaranteed the obligations of certain of our non-regulated subsidiaries and funding to maintain required statutory capital levels of certain regulated subsidiaries.In the ordinary course of business, we enter into contractual arrangements under which we may agree to indemnify a third-party to such arrangement from any losses incurred relating to the services they perform on behalf of us, or for losses arising from certain events as defined within the particular contract, which may include, for example, litigation or claims relating to past performance. Such indemnification obligations may not be subject to maximum loss clauses. Historically, payments made related to these indemnifications have been immaterial.

DEBTThe carrying value of debt outstanding was as follows at December 31, 2025 and 2024:20252024 (in millions)Short-term debt:Senior notes:$600 million, 4.500% due April 1, 2025— 577 Total senior notes— 577 Total short-term debt$— $577 Long-term debt:Senior notes:$750 million, 1.350% due February 3, 2027563 689 $600 million, 3.950% due March 15, 2027466 538 $500 million, 5.750% due March 1, 2028491 490 $500 million, 5.750% due December 1, 2028497 496 $750 million, 3.700% due March 23, 2029586 585 $500 million, 3.125% due August 15, 2029388 433 $500 million, 4.875% due April 1, 2030497 497 $1,500 million, 5.375% due April, 15, 20311,493 1,226 $750 million, 2.150% due February 3, 2032592 744 $750 million, 5.875% due March 1, 2033750 726 $850 million, 5.950% due March 15, 2034832 806 $750 million, 5.550% due May 1, 2035746 — $250 million, 8.150% due June 15, 2038260 260 $400 million, 4.625% due December 1, 2042374 366 $750 million, 4.950% due October 1, 2044717 714 $400 million, 4.800% due March 15, 2047396 392 $500 million, 3.950% due August 15, 2049517 505 $750 million, 5.500% due March 15, 2053727 705 $1,000 million, 5.750% due April, 15, 2054991 972 $500 million, 6.000% due May 1, 2055486 — Total long-term debt$12,369 $11,144 Maturities of the short-term and long-term debt for the years ending December 31, are as follows:For the years ending December 31,(in millions)2026$— 20271,031 2028993 2029979 2030500 Thereafter8,996 Senior NotesOur senior notes, which are unsecured, may be redeemed at our option at any time at 100% of the principal amount plus accrued interest and a specified make-whole amount. The 8.150% senior notes are subject to an interest rate adjustment if the debt ratings assigned to the notes are downgraded (or subsequently upgraded). In addition, our senior notes contain a change of control provision that may require us to purchase the notes under certain circumstances. In March 2025, we issued $750 million of 5.550% unsecured senior notes due May 1, 2035, $500 million of 6.000% unsecured senior notes due May 1, 2055, and an additional $250 million of our existing 5.375% unsecured senior notes due April 15, 2031. Our net proceeds, reduced for the underwriters' discounts and commissions paid, were $1.481 billion. We used the net proceeds of these offerings to repay the remaining $577 million aggregate principal amount of our 4.500% unsecured senior notes on their maturity date of April 1, 2025.

INCOME TAXESThe provision for income taxes consisted of the following for the years ended December 31, 2025, 2024 and 2023:202520242023 (in millions)Current provisionFederal$130 $566 $915 State and local45 39 84 Foreign— — 1 Total current provision175 605 1,000 Deferred tax expense (benefit)Federal89 (179)(178)State and local(14)(13)6 Foreign— — 8 Total deferred tax expense (benefit)75 (192)(164)Total provision for income taxes$250 $413 $836 The reconciliation of the income tax provision at the U.S. statutory rate to the provision for income tax as reported for the years ended December 31, 2025, 2024 and 2023 are as follows:202520242023($ in millions)U.S. federal statutory tax rate$302 21.0 %$340 21.0 %$698 21.0 %State and local income taxes, net of federal income tax effect(6)(0.4)%14 0.9 %76 2.3 %Changes in unrecognized tax benefits47 3.3 %29 1.8 %37 1.1 %Gain/loss on acquisitions and dispositions(102)(7.1)%— — %(1)— %Other adjustments9 0.6 %30 1.8 %26 0.8 %Provision for income taxes and effective income tax rate$250 17.4 %$413 25.5 %$836 25.2 % The components of income before provision for income taxes for the years ended December 31, 2025, 2024 and 2023 are as follows:202520242023(in millions)Domestic$1,485 $1,662 $3,351 Foreign(47)(42)(26)Total$1,438 $1,620 $3,325 As of December 31, 2025, the Company paid income taxes net of refund of $231 million for federal income taxes and $41 million for state and local income taxes ($20 million for the state of Florida, and $21 million for other states). As of December 31, 2024, the Company paid income taxes net of refund of $506 million for federal income taxes and $64 million for state and local income taxes. As of December 31, 2023, the Company paid income taxes net of refund of $903 million for federal income taxes, $92 million for state and local income taxes, and $2 million for foreign income taxes.Deferred income tax balances reflect the impact of temporary differences between the tax bases of assets or liabilities and their reported amounts in our consolidated financial statements, and are stated at enacted tax rates expected to be in effect when the reported amounts are actually recovered or settled.

LEASESWe determine if a contract contains a lease by evaluating the nature and substance of the agreement. We lease facilities, computer hardware, and other furniture and equipment. Leases with an initial term of 12 months or less are not recorded on the balance sheet; we recognize lease expense for these leases on a straight-line basis over the lease term. For new lease agreements, we combine lease and nonlease components for all of our asset classes.When portions of the lease payments are not fixed or depend on an index or rate, we consider those payments to be variable in nature. Our variable lease payments include, but are not limited to, common area maintenance, taxes and insurance which are not dependent upon an index or rate. Variable lease payments are recorded in the period in which the obligation for the payment is incurred. Most leases include options to renew, with renewal terms that can extend the lease term. The exercise of lease renewal options is at our sole discretion. Certain leases also include options to purchase the leased property. The depreciable life of assets and leasehold improvements are limited by the expected lease term, unless there is a transfer of title or purchase option reasonably certain of exercise. Our lease agreements do not contain any material residual value guarantees or material restrictive covenants.Right-of-use assets included within other long-term assets in our consolidated balance sheets were $485 million and $445 million at December 31, 2025 and December 31, 2024, respectively. Operating lease liabilities included within trade accounts payable and accrued expenses in our consolidated balance sheets were $126 million and $130 million at December 31, 2025 and December 31, 2024, respectively. Additionally, operating lease liabilities included within other long-term liabilities in our consolidated balance sheets were $418 million and $392 million at December 31, 2025 and December 31, 2024, respectively. The classification of our operating lease liabilities is based on the remaining lease term.For the years ended December 31, 2025, 2024 and 2023, total fixed operating lease costs, excluding short-term lease costs, were $128 million, $121 million and $145 million, respectively, and are included within operating costs in our consolidated statements of income. Short-term lease costs were not material for the years ended December 31, 2025, 2024 and 2023.

ACQUISITIONS AND DIVESTITURES During 2025, 2024, and 2023, we acquired various health and wellness related businesses, and divested of a business during 2025, that individually or in the aggregate, have not had a material impact on our results of operations, financial condition, or cash flows. The results of operations and financial condition of these businesses acquired have been included in our consolidated statements of income and consolidated balance sheets from the respective acquisition dates. Acquisition and divestiture related costs recognized in 2025, 2024 and 2023 were not material to our results of operations. For asset acquisitions, the goodwill acquired is partially amortizable as deductible expenses for tax purposes. The pro forma financial information assuming the acquisitions had occurred as of the beginning of the calendar year prior to the year of acquisition, as well as the revenues and earnings generated during the year of acquisition, was not material for disclosure purposes.On February 13, 2026, we completed the acquisition of a primary care business for consideration of approximately $941 million.

In the ordinary course of our business, we process, store and transmit large amounts of data, and rely on third-party service providers to do the same, including sensitive personal information as well as proprietary or confidential information relating to our business or a third-party with which we do business. The protection of information and business processes is a key component of our overall risk management program, and reflected in our Code of Ethics, security standards, and privacy policies. We employ a comprehensive set of controls and defensive measures designed to safeguard information and protect our customers’ data, including by deploying both proactive and defensive practices against the evolving cyber threat landscape. Examples of these processes include:a.Employing a qualified Chief Information Security Officer.b.Maintaining tools to identify malicious cyber activity. c.Monitoring risks posed by threat actors, including through partnerships with industry groups and government agencies. d.Providing annual cybersecurity training to our associates. e.Testing our associates’ knowledge through internal phishing simulations. f.Engaging an independent third-party audit firm to perform an Annual Service Organizational Controls (SOC) 2 audit of enterprise claims platforms. g.Reporting data breaches, as required by law, to the U.S. Department of Health and Human Services (HHS), Office for Civil Rights (OCR), and various state agencies; our reports are publicly available, free of charge, and can be obtained through the OCR Portal at https://ocrportal.hhs.gov/ocr/breach.h.Maintaining a program to identify cybersecurity risks associated with certain third-party vendors, which is one component of an overall vendor risk management program.i.Maintaining a 24/7 Cybersecurity Operations Center to monitor, detect and respond to cyber events and incidents. j.Maintaining a program of identity and access management.We also enhance our information technology infrastructure and security protocols to assess, identify, protect against, and manage material risks from cybersecurity threats following a risk-based approach.

Parts II and III incorporate herein by reference portions of the Registrant’s Definitive Proxy Statement to be filed pursuant to Regulation 14A with respect to the Annual Meeting of Stockholders scheduled to be held on April 16, 2026. Such Definitive Proxy Statement will be filed with the Securities and Exchange Commission within 120 days after the end of the fiscal year to which this report relates.