HUM · Humana Inc · Financials

WHEREAS, the Company proposes to issue a series of Securities designated as its 6.625% Fixed-to-Fixed Rate Junior Subordinated Notes due 2056, the terms of which shall be set forth in, or determined in the manner provided in, an Officers’ Certificate of the Company as provided in Section 301 of the Base Indenture (such subordinated notes being referred to herein as the “Notes” and all references to Securities in the Base Indenture shall be deemed to refer also to the Notes unless the context otherwise provides); and

Issuer evidence: THIS FIRST SUPPLEMENTAL INDENTURE, dated as of March 9, 2026 (the “First Supplemental Indenture”), is between HUMANA INC., a Delaware corporation having its principal office at 101 East Main Street, Louisville, Kentucky 40202 (the “Company”), and THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., a national banking association, as Trustee (hereinafter called the “Trustee”).

Supporting evidence: 2.2 Stated Maturity. The “Stated Maturity” of the Notes is September 15, 2056.

Supporting evidence: WHEREAS, the Company proposes to issue a series of Securities designated as its 6.625% Fixed-to-Fixed Rate Junior Subordinated Notes due 2056, the terms of which shall be set forth in, or determined in the manner provided in, an Officers’ Certificate of the Company as provided in Section 301 of the Base Indenture (such subordinated notes being referred to herein as the “Notes” and all references to Securities in the Base Indenture shall be deemed to refer also to the Notes unless the context otherwise provides); and

Supporting evidence: WHEREAS, the Company proposes to issue a series of Securities designated as its 6.625% Fixed-to-Fixed Rate Junior Subordinated Notes due 2056, the terms of which shall be set forth in, or determined in the manner provided in, an Officers’ Certificate of the Company as provided in Section 301 of the Base Indenture (such subordinated notes being referred to herein as the “Notes” and all references to Securities in the Base Indenture shall be deemed to refer also to the Notes unless the context otherwise provides); and

On March 5, 2026, Humana Inc. (the “Company”) entered into an underwriting agreement (the “Underwriting Agreement”) with Goldman Sachs & Co. LLC, J.P. Morgan Securities LLC, Mizuho Securities USA LLC, Truist Securities, Inc. and Wells Fargo Securities, LLC, as representatives of the several underwriters (together, the “Underwriters”), pursuant to which the Company agreed to issue and sell to the Underwriters $1.0 billion aggregate principal amount of its 6.625% Fixed-to-Fixed Rate Junior Subordinated Notes due 2056 (the “Subordinated Notes”), in accordance with the terms and conditions set forth in the Underwriting Agreement. The Subordinated Notes were sold at a public offering price of 100.000% of the aggregate principal amount thereof.

Issuer evidence: On March 5, 2026, Humana Inc. (the “Company”) entered into an underwriting agreement (the “Underwriting Agreement”) with Goldman Sachs & Co. LLC, J.P. Morgan Securities LLC, Mizuho Securities USA LLC, Truist Securities, Inc. and Wells Fargo Securities, LLC, as representatives of the several underwriters (together, the “Underwriters”), pursuant to which the Company agreed to issue and sell to the Underwriters $1.0 billion aggregate principal amount of its 6.625% Fixed-to-Fixed Rate Junior Subordinated Notes due 2056 (the “Subordinated Notes”), in accordance with the terms and conditions set forth in the Underwriting Agreement. The Subordinated Notes were sold at a public offering price of 100.000% of the aggregate principal amount thereof.

Supporting evidence: Subordinated Notes will be effectively junior to any of the Company’s future secured indebtedness to the extent of the assets securing that indebtedness, and will be structurally subordinated to any indebtedness and other liabilities of the Company’s subsidiaries. The Subordinated Notes bear interest at an annual rate of 6.625% to, but excluding September 15, 2031, following which such rate will reset in successive five-year periods until maturity at a rate equal to Five-year U.S. Treasury Rate as of the Reset Interest Determination Date (each as defined in the First Supplemental Indenture) plus 2.891%; provided, that any such interest rate will not reset below 6.625%. Interest on the Subordinated Notes is payable by the Company on March 15 and September 15 of each year, beginning on September 15, 2026; provided that, so long as no event of default with respect to the Subordinated Notes has occurred and is continuing, the Company may, at its option and on one or more occasions, defer payment of all or part of the current and accrued interest otherwise due on the junior subordinated notes for a period of up to 10 consecutive years. The Subordinated Notes mature on September 15, 2056.

Supporting evidence: On March 5, 2026, Humana Inc. (the “Company”) entered into an underwriting agreement (the “Underwriting Agreement”) with Goldman Sachs & Co. LLC, J.P. Morgan Securities LLC, Mizuho Securities USA LLC, Truist Securities, Inc. and Wells Fargo Securities, LLC, as representatives of the several underwriters (together, the “Underwriters”), pursuant to which the Company agreed to issue and sell to the Underwriters $1.0 billion aggregate principal amount of its 6.625% Fixed-to-Fixed Rate Junior Subordinated Notes due 2056 (the “Subordinated Notes”), in accordance with the terms and conditions set forth in the Underwriting Agreement. The Subordinated Notes were sold at a public offering price of 100.000% of the aggregate principal amount thereof.