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Humana 8-K Report, Regulation FD Disclosure (Oct 13, 2026)

Reports
Regulation FD·Exhibits & Filings
Filing Date
Filed October 13, 2026
Period End
October 13, 2026
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. Material agreement8-K · May ’17May ’17
  2. Material agreement8-K · Aug ’19Aug ’19
  3. Leadership change8-K · Mar ’22Mar ’22
  4. Leadership change8-K · Dec ’25Dec ’25

01—Abstract

Summary

Summary of the 8-K filed October 13, 2026. Cited figures are marked; the original filing is the authoritative source.

On October 13, 2026, Humana Inc. (NYSE: HUM) announced a new joint venture with funds and accounts managed by HPS Investment Partners, a part of BlackRock, to manage and operate an existing network of nearly 150 CenterWell Senior Primary Care clinics.

The new joint venture replaces CenterWell's existing joint ventures with Welsh, Carson, Anderson & Stowe (WCAS) through BlackRock's acquisition of WCAS's current equity stake, which is valued at approximately $2.8 billiona, with modified terms. The new joint venture is majority owned by BlackRock and minority owned by CenterWell, and CenterWell will continue to manage the clinics. Humana expects a significant reduction in balance sheet liabilities because the new arrangement has no put option, though it will create a derivative instrument recorded at fair value.

Humana also anticipates a significantly lower cost of capital and expects the transaction to close in the fourth quarter of 2026, subject to customary conditions and regulatory approvals. Humana also affirmed its FY 2026 guidance of at least $9.00b in adjusted EPS, stating it does not expect changes to that non-GAAP guidance. The company does expect potential changes to its FY 2026 GAAP EPS guidance, driven by value creation initiatives including the significant reduction in liabilities from removing the WCAS put option.

The company is still completing its close for the third quarter and says a GAAP reconciliation is not available without unreasonable effort at this time. The release states the transaction is not expected to have a material impact on Humana's 2026 adjusted earnings guidance. The filing also notes this is Humana's second strategic transaction with BlackRock this year, following a definitive agreement to divest all or substantially all of its minority interest in Gentiva to a consortium of investors that includes BlackRock.

Beginning in 2028, CenterWell may elect to purchase clinics from the joint venture. If CenterWell has not acquired all clinics by the end of 2033, BlackRock may exit through a sale process, subject to CenterWell's right of first offer on remaining clinics.

02—Key points

Key Highlights

  1. New joint venture with HPS Investment Partners (BlackRock) replaces CenterWell's existing WCAS and CenterWell joint ventures covering nearly 150 clinics
  2. BlackRock acquires WCAS's current equity ownership, valued at approximately $2.8 billion, with modified terms
  3. No put option in the new joint venture; Humana expects a significant reduction in balance sheet liabilities, though a derivative instrument will be recorded at fair value
  4. Humana anticipates a significantly lower cost of capital and additional growth capital for CenterWell
  5. FY 2026 adjusted EPS guidance of at least $9.00 affirmed; no change expected to adjusted guidance, but GAAP EPS guidance may change
  6. CenterWell may begin purchasing clinics in 2028; BlackRock may exit through a sale process if not all clinics are acquired by end of 2033
  7. Transaction expected to close in Q4 2026, subject to customary closing conditions and state and federal regulatory approval

03—Questions

Frequently Asked Questions

  1. What is the deal Humana announced on October 13, 2026?

    Humana entered a new joint venture with funds and accounts managed by HPS Investment Partners, part of BlackRock, to manage and operate nearly 150 CenterWell Senior Primary Care clinics. The arrangement replaces the existing joint ventures with WCAS and CenterWell through BlackRock's acquisition of WCAS's equity stake, valued at approximately $2.8 billion.

  2. Will this transaction change Humana's 2026 earnings guidance?

    Humana affirmed FY 2026 adjusted EPS guidance of at least $9.00 and does not expect changes to it. The company does expect potential changes to its FY 2026 GAAP EPS guidance due to value creation initiatives, including the significant reduction in liabilities from removing the WCAS put option.

  3. How does the new joint venture affect Humana's balance sheet and cost of capital?

    Because the new joint venture has no put option, Humana expects a significant reduction in balance sheet liabilities compared with the existing put arrangements. A derivative instrument tied to minimum return protections for BlackRock will be recorded at fair value. Humana anticipates a significantly lower cost of capital, reflecting the maturity of the business.

  4. When could CenterWell acquire clinics from the joint venture, and what happens if it does not buy them all?

    Beginning in 2028, CenterWell may elect to purchase clinics from the joint venture. If CenterWell has not acquired all clinics by the end of 2033, BlackRock may exit through a sale process for the remaining clinics, subject to CenterWell's right to submit the first offer.

  5. When is the transaction expected to close?

    The transaction is expected to close in the fourth quarter of 2026, subject to customary closing conditions and state and federal regulatory approval.

04—Continue

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