How much capacity does Humana obtain through the P-Caps?

The filing states that Humana may issue up to $750,000,000 aggregate principal amount of 6.062% Senior Notes due 2036 to the 2036 Trust over a ten-year period, and up to $750,000,000 aggregate principal amount of 6.887% Senior Notes due 2055 to the 2055 Trust over a thirty-year period, for a combined $1.5 billion of potential issuance.

What does Humana pay for this standby capacity?

Humana agreed to pay semi-annual facility fees calculated at 1.661% per annum for the 2036 Trust and 1.916% per annum for the 2055 Trust, applied to the unexercised portion of each Issuance Right.

Under what circumstances must the Issuance Rights be exercised?

Rights are exercised automatically in full upon certain payment defaults under the Facility Agreement or trust expense reimbursement agreement, or upon certain bankruptcy events. Humana must also exercise them in full upon other events, including if it reasonably believes consolidated net worth has fallen below $4.0 billion, certain indenture defaults or change-of-control offer expiration events, or specified Investment Company Act events affecting a trust.

What protections or obligations apply if there is a change of control?

Each trust must offer to repurchase its P-Caps at 101% of the initial purchase price plus accrued and unpaid distributions, and Humana must offer to repurchase the applicable Senior Notes at 101% of principal amount plus accrued and unpaid interest.

Are the P-Caps and the Senior Notes freely transferable?

No. The P-Caps have no registration rights, were sold to initial purchasers for resale to qualified institutional buyers under Rule 144A, and may be held only by investors that are also qualified purchasers under Section 3(c)(7) of the Investment Company Act. The securities were issued in transactions exempt from registration under the Securities Act and applicable state securities laws.

HUM 8-K: Material Agreements & Financial Events

01—Abstract

Summary

Summary of the 8-K filed May 19, 2026. Cited figures are marked; the original filing is the authoritative source.

Humana Inc. reported on Form 8-K that on May 15, 2026 (the Closing Date) its two special-purpose trusts, Horseshoe Funding Trust I and Horseshoe Funding Trust II, completed the sale of 750,000 Pre-Capitalized Trust Securities (P-Caps) each, for an aggregate purchase price of $750,000,000^a per trust, in offerings exempt from Securities Act registration.

The P-Caps give Humana on-demand access to capital: Humana may issue up to $750,000,000^b of 6.062% Senior Notes due 2036 to the 2036 Trust over a ten-year period and up to $750,000,000 of 6.887% Senior Notes due 2055 to the 2055 Trust over a thirty-year period. Each trust invested the proceeds in U.S. Treasury principal and interest strips, which are pledged to secure the trusts' obligations to Humana. Under the Facility Agreements, Humana pays semi-annual facility fees at 1.661% per annum (2036 Trust) and 1.916% per annum (2055 Trust) on the unexercised portion of each Issuance Right.

Issuance Rights are exercised automatically upon certain payment defaults, bankruptcy events, and, among other triggers, if Humana reasonably believes its consolidated net worth has fallen below $4.0 billion^c. The filing also describes change-of-control repurchase obligations at 101% of the initial purchase price (P-Caps) and 101% of principal plus accrued interest (Senior Notes), a make-whole redemption before the Par Call Dates of November 15, 2035 (2036 notes) and May 15, 2055 (2055 notes), and covenants restricting liens, mergers and sales of substantially all assets. The filing is incorporated under Items 1.01 and 2.03, and the P-Caps carry no registration rights and are restricted to qualified institutional buyers and qualified purchasers.

02—Key points

Key Highlights

Two Horseshoe Funding Trusts each sold 750,000 P-Caps for $750,000,000 per trust, completed May 15, 2026 in exempt offerings.
Humana gains the right to issue up to $750,000,000 of 6.062% Senior Notes due 2036 (ten-year period) and up to $750,000,000 of 6.887% Senior Notes due 2055 (thirty-year period) on demand.
Facility fees are payable semi-annually at 1.661% per annum (2036 Trust) and 1.916% per annum (2055 Trust) on the unexercised portion of the Issuance Rights.
Issuance Rights are exercised automatically on certain payment defaults or bankruptcy events, and must be exercised if Humana reasonably believes consolidated net worth has fallen below $4.0 billion.
Change-of-control triggering events require repurchase offers at 101% of the initial purchase price for the P-Caps and 101% of principal plus accrued interest for the Senior Notes.
Humana may redeem Senior Notes in whole or part, or elect to deliver cash in lieu of issuing notes, which reduces the maximum amount of notes issuable to the applicable trust.
P-Caps are mandatorily redeemable on February 15, 2036 (2036 Trust) and November 15, 2055 (2055 Trust), and the Indentures are supplemented by the Thirty-Second and Thirty-Third Supplemental Indentures dated May 15, 2026.

03—Questions

Frequently Asked Questions

How much capacity does Humana obtain through the P-Caps?
The filing states that Humana may issue up to $750,000,000 aggregate principal amount of 6.062% Senior Notes due 2036 to the 2036 Trust over a ten-year period, and up to $750,000,000 aggregate principal amount of 6.887% Senior Notes due 2055 to the 2055 Trust over a thirty-year period, for a combined $1.5 billion of potential issuance.
What does Humana pay for this standby capacity?
Humana agreed to pay semi-annual facility fees calculated at 1.661% per annum for the 2036 Trust and 1.916% per annum for the 2055 Trust, applied to the unexercised portion of each Issuance Right.
Under what circumstances must the Issuance Rights be exercised?
Rights are exercised automatically in full upon certain payment defaults under the Facility Agreement or trust expense reimbursement agreement, or upon certain bankruptcy events. Humana must also exercise them in full upon other events, including if it reasonably believes consolidated net worth has fallen below $4.0 billion, certain indenture defaults or change-of-control offer expiration events, or specified Investment Company Act events affecting a trust.
What protections or obligations apply if there is a change of control?
Each trust must offer to repurchase its P-Caps at 101% of the initial purchase price plus accrued and unpaid distributions, and Humana must offer to repurchase the applicable Senior Notes at 101% of principal amount plus accrued and unpaid interest.
Are the P-Caps and the Senior Notes freely transferable?
No. The P-Caps have no registration rights, were sold to initial purchasers for resale to qualified institutional buyers under Rule 144A, and may be held only by investors that are also qualified purchasers under Section 3(c)(7) of the Investment Company Act. The securities were issued in transactions exempt from registration under the Securities Act and applicable state securities laws.

04—Continue

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