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Humana 8-K Report, Regulation FD Disclosure (Dec 1, 2025)

Reports
Regulation FD
Filing Date
Filed December 1, 2025
Period End
December 1, 2025
Security
HUM
In the record · 2016–202610-K1110-Q328-K199

HUM filed 11 annual reports (10-K), 32 quarterly reports (10-Q) and 199 current reports (8-K) between 2016 and 2026.

  1. Deal closed8-K · Aug ’18Aug ’18
  2. Leadership change8-K · Sep ’20Sep ’20
  3. Material agreement8-K · Nov ’22Nov ’22
  4. Leadership change8-K · Dec ’24Dec ’24

Summary

Summary of the 8-K filed December 1, 2025. Cited figures are marked; the original filing is the authoritative source.

Humana Inc. filed this Form 8-K under Item 7.01 (Regulation FD Disclosure) to announce that members of its senior management team are scheduled to meet with investors and analysts between December 1, 2025 and December 31, 2025.

During these meetings, the Company intends to reaffirm its guidance for the fiscal year ending December 31, 2025 (FY 2025) of approximately $12.26a in diluted earnings per common share (GAAP EPS) or approximately $17.00 in adjusted earnings per common share (Adjusted EPS). The guidance is consistent with the figures issued in the Company's press release dated November 5, 2025. The filing includes a reconciliation from GAAP EPS to Adjusted EPS.

The adjustments include amortization of identifiable intangibles ($0.42b), put/call valuation adjustments associated with non-consolidating minority interest investments ($3.81), value creation initiatives ($2.65), impairment charges ($0.27), a loss on sale of business ($0.52), and settlement of certain litigation expenses ($0.13). These are partly offset by the impact of the exit of the employer group commercial products business ($(0.52)) and a cumulative net tax impact of $(2.54).

Management states that Adjusted EPS is a non-GAAP measure intended to supplement, not replace, GAAP EPS, and that it is used for internal planning and incentive compensation decisions. The filing states that the Company does not expect changes to its FY 2025 Adjusted EPS guidance, but does expect potential changes to its FY 2025 GAAP EPS guidance due to ongoing value creation and other strategic initiatives, as well as future value changes to items not yet recognized or not reasonably estimable.

Key Highlights

  1. Humana reaffirms FY 2025 guidance of approximately $12.26 diluted GAAP EPS and approximately $17.00 Adjusted EPS, consistent with its November 5, 2025 press release.
  2. Management meetings with investors and analysts are scheduled throughout December 1–31, 2025, where the reaffirmation will be communicated.
  3. The GAAP-to-Adjusted EPS reconciliation includes a $3.81 per-share put/call valuation adjustment on non-consolidating minority interest investments, the largest add-back shown.
  4. Value creation initiatives account for a $2.65 per-share adjustment, and the cumulative net tax impact is $(2.54) per share.
  5. The Company does not expect changes to its Adjusted EPS guidance but expects potential changes to GAAP EPS guidance from ongoing value creation and strategic initiatives.
  6. Adjusted EPS is described as a non-GAAP measure used for core operating performance comparison, internal planning, and incentive compensation.

Frequently Asked Questions

  1. Is Humana changing its FY 2025 earnings guidance?

    No. During scheduled investor and analyst meetings in December 2025, the Company intends to reaffirm its guidance of approximately $12.26 diluted GAAP EPS and approximately $17.00 Adjusted EPS, consistent with its November 5, 2025 press release.

  2. Why is there a difference between GAAP EPS and Adjusted EPS?

    Adjusted EPS excludes items such as amortization of identifiable intangibles ($0.42), put/call valuation adjustments on non-consolidating minority interest investments ($3.81), value creation initiatives ($2.65), impairment charges ($0.27), loss on sale of business ($0.52), and litigation settlement expenses ($0.13). It also removes the impact of the exit of the employer group commercial products business ($(0.52)) and reflects a cumulative net tax impact of $(2.54). Management says this measure better reflects core operating performance.

  3. Which guidance could change in the future?

    The Company does not expect changes to its FY 2025 Adjusted EPS guidance. It does expect potential changes to its FY 2025 GAAP EPS guidance due to ongoing value creation and other strategic initiatives, as well as future value changes to items not yet recognized or not reasonably estimable.

  4. When will management communicate with investors about this guidance?

    Members of senior management are scheduled to meet with investors and analysts at various meetings between December 1, 2025 and December 31, 2025, during which the guidance will be reaffirmed.