HUMNYSESEC EDGAREDGAR

HUMANA INC

Hospital & Medical Service Plans·LOUISVILLE, KY·FY end 12/31·CIK 49071

Board of Directors

10 members · 9 independent · FY 2025
DirectorRoleTenureAgeCommitteesIndep.Annual fees
Kurt J. HilzingerChair22y65Investment Committee
James A. RechtinCEO and Director1y55
Raquel C. BonoDirector5y69AuditClinical Quality Committee
Frank A. D'AmelioDirector22y68AuditNCG
David T. FeinbergDirector3y63Clinical Quality CommitteeNCG
Wayne A. I. FrederickDirector5y54CompTech
Karen W. KatzDirector6y69NCGComp
Marcy S. KlevornDirector4y66TechAudit
Jorge S. MesquitaDirector4y64Investment CommitteeClinical Quality Committee
Gordon SmithDirector1y67CompTech

Risk-factor diff

FY 2025 10-K vs. FY 2024
+26 new24 removed

Net-new paragraphs in the most recent 10-K's Item 1A. Companies rarely add risk language without a real reason — additions here are often a leading signal of management concerns.

NEW · FY 2025

solutions, primary care, and home solutions businesses, and the successful implementation of our integrated care delivery model.

NEW · FY 2025

The number of our Medicare Advantage plans rated 4-star or higher significantly declined in 2025. We have filed a lawsuit seeking to set aside and vacate the 2025 Star Ratings of our Medicare Advantage plans, but there is no assurance that we will prevail in this lawsuit. If we are not successful, the decline in our Star Ratings will negatively impact our 2026 quality bonus payments from CMS and may also significantly adversely affect our revenues, operating results, and cash flows. In addition, there can be no assurances that we will be successful in maintaining or improving our Star Ratings …

NEW · FY 2025

Based on 2025 Medicare Advantage Star Ratings released by CMS in October 2024, we have experienced a significant decline in the number of our Medicare Advantage members enrolled in plans rated 4-star or higher for 2025. We have filed a lawsuit that, among other things, seeks to set aside and vacate the 2025 Star Ratings for our Medicare Advantage plans, but there is no assurance that we will prevail in the lawsuit. If we are not successful, the decline in our Star Ratings performance for 2025 will negatively impact our 2026 quality bonus payments from CMS and may also significantly adversely a…

NEW · FY 2025

If we fail to properly maintain the integrity of our data, to strategically maintain existing or implement new information systems (including systems powered by or incorporating AI/ML), or to protect our proprietary rights to our systems, our business may be materially adversely affected.

NEW · FY 2025

it harder for us to conduct our business using AI/ML, require us to retrain our AI/ML, delete data produced by our AI/ML, or prevent or limit our use of AI/ML. Our use of AI/ML technologies could also result in additional compliance costs, regulatory investigations, actions, fines or penalties, and consumer or other lawsuits.

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Policies & disclosures

Clawback, anti-hedging, stock ownership, and related-party policies will populate from extracted proxy sections.