hum-20260728

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of

The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): July 29, 2026 (July 28, 2026)

Humana Inc.


(Exact name of registrant as specified in its charter)


Delaware	001-5975	61-0647538
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

101 East Main Street, Louisville, Kentucky 40202

(Address of principal executive offices, including zip code)

(502) 580-1000

(Registrant’s telephone number, including area code)

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:


☐			Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)


☐			Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)


☐			Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))


☐			Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:


Title of each class	Trading Symbol	Name of each exchange on which registered
Common Stock	HUM	New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

(d) On July 28, 2026, the Board of Directors (the “Board”) of Humana Inc. (the “Company”) expanded its number of authorized directors from eleven to thirteen and elected Frederick J. Crawford and Paul J. Smith as directors of the Company, in each case effective on July 28, 2026.

The Board of Directors has determined that Messrs. Crawford and Smith qualify as independent directors under the New York Stock Exchange’s director independence standards.

Messrs. Crawford and Smith will each be compensated in accordance with the Company’s director compensation program, the components of which were disclosed in the Company’s proxy statement relating to 2026 Annual Meeting of Stockholders filed with the U.S. Securities and Exchange Commission on March 6, 2026. In accordance with this program, Messrs. Crawford and Smith will each be granted restricted stock units (RSUs) in connection with their election to the Board.

No determination has yet been made regarding the appointments of Messrs. Crawford and Smith to any committees of the Board. Except as otherwise disclosed herein, there are no arrangements between Messrs. Crawford or Smith and any other person pursuant to which Messrs. Crawford or Smith were elected to serve as directors, nor are there any transactions to which the Company or any of its subsidiaries is a party and in which Messrs. Crawford or Smith have a material interest.

On July 29, 2026, the Company issued a press release announcing the election of Messrs. Crawford and Smith, a copy of which is attached hereto as Exhibit 99.1, and is incorporated by reference herein.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits:


Exhibit No.			Description
99.1			Press Release
104			Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this Report to be signed on its behalf by the undersigned hereunto duly authorized.


HUMANA INC.

BY:			/s/ Valerie M. Talkers
			Valerie M. Talkers
			Vice President, Associate General Counsel & Corporate Secretary

Dated: July 29, 2026

n e w s r e l e a s e


FOR MORE INFORMATION CONTACT:


Investors:			Lisa Stoner - Humana Investor Relations; (502) 580-2652;
			[email protected]
Media:			Mark Taylor - Humana Corporate Communications; (317) 753-0345;
			[email protected]

Humana Elects Paul Smith and Frederick Crawford to Board of Directors

•Smith is the Chief Commercial Officer at Anthropic PBC and brings 30+ years scaling go-to-market strategies at the world's leading enterprise technology companies

•Crawford brings decades of experience as Chief Financial Officer of three publicly traded insurers, most recently serving as President and Chief Operating Officer of Aflac before his retirement

LOUISVILLE, KY (July 29, 2026) – Humana Inc. (NYSE: HUM) today announced that the Company’s Board of Directors has elected Paul Smith and Frederick Crawford as new Board members, effective immediately.

Smith is the Chief Commercial Officer at Anthropic, PBC where he leads commercial strategy and global go-to-market operations as the company scales to meet growing enterprise demand worldwide. He brings over 30 years of experience leading global go-to-market organizations through major technology transitions, from cloud computing to SaaS adoption, at some of the world’s largest enterprise technology companies. Before joining Anthropic, he served as Chief Commercial Officer and President of Global Customer and Field Operations at ServiceNow, and held senior leadership roles at Salesforce and Microsoft. He received his bachelor’s degree from the University of Plymouth in the UK.

Crawford brings deep financial and operational experience, having spent more than 30 years in the insurance and banking industries. He joined Aflac in 2015 as Executive Vice President and Chief Financial Officer, before being promoted to President and Chief Operating Officer in 2020, a role that included oversight of Aflac’s operations and expansion in key business areas, until his retirement in 2024. Before Aflac, Crawford served as Executive Vice President and Chief Financial Officer at two holding companies

for insurance businesses – CNO Financial Group and Lincoln Financial Group. Earlier in his career, he spent more than a decade in banking, including at Bank One Corporation, covering the insurance industry. Crawford earned a Bachelor of Science in Business at Indiana State University and an MBA from the University of Iowa. He sits on the Board of Webster Financial Corporation as a member of both the Audit and Risk committees.

“We are pleased to welcome Paul and Fred to the Humana Board. Paul has deep experience guiding the world’s largest enterprises in responsibly adopting technology and AI at scale along with a strong track record in product development and client service, while Fred brings broad industry experience and financial expertise focused on disciplined capital allocation and risk management,” said Humana Chairman of the Board Kurt J. Hilzinger. “Paul and Fred are both proven, accomplished executives whose experiences will complement our Board’s expertise well. Their perspectives will be invaluable as we advance Humana’s long-term vision to become a consumer healthcare company.”

The election of Smith and Crawford brings the number of Humana directors to 13.

About Humana  

Humana is a leading U.S. healthcare company. Through our Humana insurance services, and our CenterWell healthcare services, we make it easier for the millions of people we serve to achieve their best health – delivering the care and service they need, when they need it. These efforts are leading to a better quality of life for people with Medicare, Medicaid, families, individuals, military service personnel, and communities at large. Learn more about what we offer at Humana.com and at CenterWell.com.

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