01—Abstract
Summary
Summary of the 8-K filed March 9, 2026. Cited figures are marked; the original filing is the authoritative source.
Humana Inc. (NYSE: HUM) priced and completed a public offering of $1.0 billiona in aggregate principal amount of 6.625% Fixed-to-Fixed Rate Junior Subordinated Notes due 2056.
The underwriting agreement was dated March 5, 2026, the notes were sold at 100.000% of principal amount, and the offering closed on March 9, 2026. Net proceeds are expected to be approximately $986 millionb after underwriters' discounts and estimated offering expenses. The notes are unsecured subordinated obligations, junior in right of payment to all Senior Indebtedness, effectively junior to any future secured debt to the extent of collateral, and structurally subordinated to all liabilities of Humana's subsidiaries.
Interest is fixed at 6.625%c until September 15, 2031, then resets every five years to the five-year U.S. Treasury Rate plus 2.891%, with a floor of 6.625%. Humana may defer interest payments for up to 10 consecutive years, provided no event of default is continuing. The notes mature September 15, 2056.
Humana intends to use the proceeds for general corporate purposes, which may include repaying existing indebtedness, including commercial paper borrowings. The filing also notes that the underwriters and their affiliates have provided commercial banking and other services to Humana, and that affiliates of the underwriters are lenders under Humana's revolving credit facility. The 8-K's risk factor summaries reiterate known risks, including Medicare Advantage Star Ratings, the Final RADV Rule, and regulatory exposure.
02—Key points
Key Highlights
- $1.0 billion of 6.625% junior subordinated notes due September 15, 2056, sold at 100.000% of principal amount
- Expected net proceeds of approximately $986 million after underwriters' discounts and estimated offering expenses
- Interest fixed at 6.625% through September 15, 2031, then resets every five years to the five-year U.S. Treasury Rate plus 2.891%, with a floor of 6.625%
- Humana may defer interest for up to 10 consecutive years if no event of default is continuing
- Notes are subordinated to all Senior Indebtedness, effectively junior to future secured debt, and structurally subordinated to subsidiary liabilities
- Proceeds intended for general corporate purposes, which may include repaying existing indebtedness, including commercial paper borrowings
- Bank of New York Mellon Trust Company, N.A. serves as trustee, registrar and paying agent
03—Questions
Frequently Asked Questions
What did Humana issue and on what terms?
Humana issued $1.0 billion aggregate principal amount of 6.625% Fixed-to-Fixed Rate Junior Subordinated Notes due September 15, 2056, at a public offering price of 100.000% of principal amount, under an underwriting agreement dated March 5, 2026 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 underwriters.
How much cash will Humana receive from the offering?
Humana expects net proceeds of approximately $986 million after deducting underwriters' discounts and estimated offering expenses.
How do the notes rank relative to other Humana debt and obligations?
The notes are unsecured and subordinate in right of payment to all Senior Indebtedness (as defined in the First Supplemental Indenture). They are effectively junior to any future secured indebtedness to the extent of the collateral, and structurally subordinated to all indebtedness and other liabilities of Humana's subsidiaries.
Can Humana defer interest payments on the notes?
Yes. So long as no event of default with respect to the notes has occurred and is continuing, Humana may, at its option and on one or more occasions, defer payment of all or part of current and accrued interest for up to 10 consecutive years. Interest is otherwise payable March 15 and September 15 each year, beginning September 15, 2026.
How will Humana use the proceeds?
Humana intends to use the net proceeds for general corporate purposes, which may include repaying existing indebtedness, including borrowings under its commercial paper program.
04—Continue