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Item 9A. Controls and Procedures

2026-02-19 compared with 2025-02-20 · 39 added, 26 removed, 400 unchanged (14% of the section changed)

53 unchanged sentences

• the name(s) of the directors designated as a financial expert under rules and regulations promulgated by the SEC;

• the responsibility of the Company’s Lead Independent Director, if applicable, to convene, set the agenda for, and lead executive sessions of the non-management directors, pursuant to our Corporate Governance Guidelines;

• the responsibility of the Company’s Chairman or Lead Independent Director, as applicable, to convene, set the agenda for, and lead executive sessions of the non-management directors, pursuant to our Corporate Governance Guidelines;

• the pre-approval process of non-audit services provided by our independent accountants;

55 unchanged sentences

On May 1, 2019, 16 million shares were registered with the Securities and Exchange Commission on Form S-8.

(4) Of the number listed above, 3,674,990 (1,445,966 from the 2011 Plan and 2,229,024 from the Amended and Restated Plan) can be issued as restricted stock at December 31, 2024 (giving effect to the provision that one restricted share is equivalent to 2.29 stock options in the 2011 Plan and 3.35 stock options in the Amended and Restated Plan).

(4) Of the number listed above, 1,303,431 shares (from the Amended and Restated Plan) can be issued as restricted stock at December 31, 2025 (giving effect to the provision that one restricted share is equivalent to 3.35 stock options in the Amended and Restated Plan).

No remaining shares available may be issued from any historical equity plans with the exception of the Amended & Restated Plan.

The information under the captions “Stock Ownership Information - Security Ownership of Certain Beneficial Owners of Company Common Stock” and “Stock Ownership Information - Security Ownership of Directors and Executive Officers” in our Definitive Proxy Statement for the Annual Meeting of Stockholders scheduled to be held on April 16, 2026, is herein incorporated by reference.

1 unchanged sentence

The information required by this Item is herein incorporated by reference from our Definitive Proxy Statement for the Annual Meeting of Stockholders scheduled to be held on April 16, 2026 appearing under the captions “Certain Transactions with Management and Others” and “Corporate Governance – Director Independence” of such Definitive Proxy Statement.

PRINCIPAL ACCOUNTING FEES AND SERVICES

PRINCIPAL ACCOUNTANT FEES AND SERVICES

The information required by this Item is herein incorporated by reference from our Definitive Proxy Statement for the Annual Meeting of Stockholders scheduled to be held on April 16, 2026 appearing under the caption “Audit Committee Report” of such Definitive Proxy Statement.

45 unchanged sentences

Twenty-Ninth Supplemental Indenture, dated March 13, 2024, between the Company and The Bank of New York Mellon Trust Company, N.A., as trustee (incorporated herein by reference to Exhibit 4.4 to Humana Inc.'s Current Report on Form 8-K filed on March 13, 2024).

Description of Securities.

Thirtieth Supplemental Indenture, dated March 5, 2025, between Humana Inc.

and The Bank of New York Mellon Trust Company, N.A., as trustee (incorporated herein by reference to Exhibit 4.2 to Humana Inc.’s Current Report on Form 8-K filed on March 5, 2025).

Thirty-First Supplemental Indenture, dated March 5, 2025, between Humana Inc.

and The Bank of New York Mellon Trust Company, N.A., as trustee (incorporated herein by reference to Exhibit 4.4 to Humana Inc.’s Current Report on Form 8-K filed on March 5, 2025).

Description of Securities (incorporated herein by reference to Exhibit 4(x) to Humana Inc.’s Annual Report on Form 10-K for the year ended December 31, 2024).

Executive Incentive Compensation Plan, as amended and restated January 1, 2020 (incorporated herein by reference to Exhibit 10(b) to Humana Inc.'s Annual Report on Form 10-K for the fiscal year ended December 31, 2020).

3 unchanged sentences

Deferred Compensation Plan for Non-Employee Directors (as amended on October 18, 2012) (incorporated herein by reference to Exhibit 10(m) to Humana Inc.’s Annual Report on Form 10-K for the fiscal year ended December 31, 2012).

Executive Severance Policy, effective as of March 1, 2023 (incorporated herein by reference to Exhibit 10.3 to Humana Inc.’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2023).

Executive Severance Policy, effective as amended February 18, 2026.

Deferred Compensation Plan (incorporated herein by reference to Exhibit 4.1 to the Company’s Registration Statement on Form S-8 (Reg.

333-171616), filed on January 7, 2011).

Humana Retirement Equalization Plan, as amended and restated as of January 1, 2011 (incorporated herein by reference to Exhibit 10(p) to Humana Inc.’s Annual Report on Form 10-K filed on February 18, 2011).

Humana Retirement Equalization Plan, as amended and restated as of January 1, 2026.

(g)* Letter agreement with Humana Inc.

3 unchanged sentences

Summary of the Company’s Financial Planning Program for our executive officers (incorporated herein by reference to Exhibit 10(v) to Humana’s Inc.’s Annual Report on Form 10-K filed on February 22, 2013).

Five-Year $2.5 Billion Amended and Restated Credit Agreement, dated as of June 2, 2023, among Humana Inc., and JPMorgan Chase Bank, N.A.

as Agent, Bank of America, N.A.

as Syndication Agent, Citibank, N.A., Goldman Sachs Bank USA, PNC Capital Markets LLC, U.S.

Bank, National Association and Wells Fargo Securities, LLC, as Documentation Agents, and JPMorgan Chase Bank, N.A., BofA Securities, Inc., Citibank, N.A., Goldman Sachs Bank USA, PNC Capital Markets LLC, U.S.

Bank, National Association and Wells Fargo Securities, LLC, as Joint Lead Arrangers and Joint Bookrunners (incorporated herein by reference to Exhibit 10.1 to Humana Inc.’s Current Report on Form 8-K filed on June 2, 2023)).

First Amendment to Fifth Amended and Restated Credit Agreement, dated as of May 31, 2024, among Humana Inc., and JPMorgan Chase Bank, N.A.

as Agent, and certain banks and other financial institutions party thereto (incorporated herein by reference to Exhibit 10.2 to Humana Inc.'s Current Report on Form 8-K filed on June 5, 2024).

364-Day Revolving Credit Agreement, dated as of May 31, 2024, among Humana Inc., and JPMorgan Chase Bank, N.A.

Five-Year $5 Billion Amended and Restated Credit Agreement, dated as of May 30, 2025, among Humana Inc., and JPMorgan Chase Bank, N.A.

as Agent, Bank of America, N.A.

as Syndication Agent, Citibank, N.A., Goldman Sachs Bank USA, PNC Capital Markets LLC, U.S.

Bank, National Association and Wells Fargo Securities, LLC, as Joint-Lead Arrangers and Joint Bookrunners (incorporated herein by reference to Exhibit 10.1 to Humana Inc.'s Current Report on Form 8-K filed on June 5, 2024).

as Syndication Agent, Citibank, N.A., Goldman Sachs Bank USA, PNC Bank, U.S.

Bank, National Association and Wells Fargo Bank, N.A., as Documentation Agents, and JPMorgan Chase Bank, N.A., BofA Securities, Inc., Citibank, N.A., Goldman Sachs Bank USA, PNC Capital Markets LLC, U.S.

Transition & Separation Agreement, dated as of December 15, 2025, by and between Humana Inc.

and George Renaudin.

Form of CMS Coordinated Care Plan Agreement (incorporated herein by reference to Exhibit 10.1 to Humana Inc.’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2005, File No.

9 unchanged sentences

Transition & Separation Agreement, dated as of December 2, 2024, by and between Humana Inc.

and Susan Diamond.

and Susan Diamond (incorporated herein by reference to Exhibit 10(w) to Humana Inc.’s Annual Report on Form 10-K for the year ended December 31, 2024).

Offer Letter, dated as of November 20, 2024, by and between Humana Inc.

and Celeste Mellet.

and Celeste Mellet (incorporated herein by reference to Exhibit 10(x) to Humana Inc.’s Annual Report on Form 10-K for the year ended December 31, 2024).

Change in Control Policy, effective March 1, 2019 (incorporated herein by reference to Exhibit 10(aa) to Humana Inc.’s Annual Report on Form 10-K filed on February 21, 2019).

26 unchanged sentences

Stock Incentive Plan (Non-Qualified Stock Options) (incorporated herein by reference to Exhibit 10(pp) to Humana Inc.'s Annual Report on Form 10-K for the year ended December 31, 2023).

Amendment 2025-1 to the Humana Inc.

Deferred Compensation Plan for Non-Employee Directors, effective as of January 1, 2026.

Second Amendment to the Humana Inc.

Deferred Compensation Plan, effective as of January 1, 2026.

Code of Conduct for Chief Executive Officer & Senior Financial Officers (incorporated herein by reference to Exhibit 14 to Humana Inc.’s Annual Report on Form 10-K for the fiscal year ended December 31, 2003).

Policy Regarding Transactions in Company Securities, Inside Information and Confidentiality as of December 2023.

Policy Regarding Transactions in Company Securities, Inside Information and Confidentiality as of December 2023 (incorporated herein by reference to Exhibit 19.1 to Humana Inc.’s Annual Report on Form 10-K for the year ended December 31, 2024).

List of subsidiaries.

15 unchanged sentences

104 Cover Page Interactive Data File formatted in Inline XBRL and contained in Exhibit 101.

*Exhibits 10(a) through and including 10(j), and Exhibits 10(u) through and including 10(y), as well as Exhibits 10(aa) through and including Exhibit 10(oo) are compensatory plans or management contracts.

*Exhibits 10(a) through and including 10(j), and Exhibits 10(t) through and including 10(x), as well as Exhibits 10(z) through and including Exhibit 10(pp) and 10(l) are compensatory plans or management contracts.

**Pursuant to Rule 24b-2 of the Exchange Act, confidential portions of this exhibit have been omitted and filed separately with the Securities and Exchange Commission pursuant to a request for confidential treatment.

46 unchanged sentences

Management fees charged to operating subsidiaries $ 3,477 $ 3,064 $ 2,075

Investment and other (loss) income, net 34 42 ( 88 )

Investment and other income, net 51 34 42

Total revenues 3,528 3,098 2,117

3 unchanged sentences

Total expenses 4,500 3,971 3,161

Loss on sale of business 67 — —

Other income, net ( 62 ) ( 115 ) ( 184 )

31 unchanged sentences

Acquisitions, net of cash acquired ( 81 ) ( 89 ) ( 233 )

Proceeds from sale of business 115 — —

Capital contributions to operating subsidiaries ( 1,024 ) ( 1,698 ) ( 792 )

3 unchanged sentences

Maturities of investment securities 27 32 67

Changes in securities lending collateral ( 2 ) — —

Other — ( 50 ) —

8 unchanged sentences

Dividends paid ( 430 ) ( 431 ) ( 431 )

Changes in securities lending payable 2 — —

Proceeds from stock option exercises and other ( 13 ) ( 86 ) ( 125 )

18 unchanged sentences

Our parent has also guaranteed the obligations of our military services subsidiaries and funding to maintain required statutory capital levels of certain other regulated subsidiaries.

Intercompany Note

In December 2025, we entered into a $ 665 million note payable in relation to self-insured arrangements with Managed Care Indemnity, Inc., our wholly-owned captive subsidiary.

The note matures in one year due December 2026, bearing interest at Term SOFR or the base rate plus a spread.

The SOFR spread varies depending on our credit ratings ranging from 79.5 to 130.0 basis points.

As of December 31, 2025, our SOFR spread was 101.5 basis points.

REGULATORY REQUIREMENTS

5 unchanged sentences

Although minimum required levels of equity are largely based on premium volume, product mix, and the quality of assets held, minimum requirements vary significantly at the state level.

Our state regulated insurance subsidiaries had aggregate statutory capital and surplus of approximately $ 13.2 billion and $ 12.2 billion as of December 31, 2024 and 2023, respectively, which exceeded aggregate minimum regulatory requirements of $ 11.4 billion and $ 9.8 billion, respectively.

Our state regulated insurance subsidiaries had aggregate statutory capital and surplus of approximately $ 14.1 billion and $ 13.2 billion as of December 31, 2025 and 2024, respectively, which exceeded aggregate minimum regulatory requirements of $ 6.9

SCHEDULE I—PARENT COMPANY FINANCIAL INFORMATION

NOTES TO CONDENSED FINANCIAL STATEMENTS—(Continued)

billion and $ 11.4 billion, respectively.

The amount of ordinary dividends that may be paid to our parent company in 2026 is approximately $ 1.1 billion in the aggregate.

1 unchanged sentence

Actual dividends that were paid to our parent company were approximately $ 1.1 billion in 2025, $ 1.5 billion in 2024, and $ 1.8 billion in 2023.

SCHEDULE I—PARENT COMPANY FINANCIAL INFORMATION

NOTES TO CONDENSED FINANCIAL STATEMENTS—(Continued)

Our use of operating cash flows derived from our non-insurance subsidiaries, such as in our Healthcare Services segment, is generally not restricted by state departments of insurance (or comparable state regulators).

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MESQUITA Director February 19, 2026

SMITH Director February 20, 2025

/s/ GORDON SMITH Director February 19, 2026

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 9A. Controls and Procedures