UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): June 2, 2025 (June 2, 2025 )
| (Exact name of registrant as specified in its charter) | ||
| (State or other jurisdiction of incorporation) | (Commission File Number) | (IRS Employer Identification No.) | ||||||
(Address of principal executive offices, including zip code)
(502 ) 580-1000
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(Former name or former address, if changed since last report)
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Securities registered pursuant to Section 12(b) of the Act:
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Indicate by check mark whether the registrant is an emerging growth company as defined in as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 7.01. Regulation FD Disclosure.
Members of Humana Inc.’s (the “Company”) senior management team are scheduled to meet with investors and analysts at various meetings between June 2, 2025 and June 30, 2025. During these meetings, the Company intends to reaffirm its guidance of approximately $14.68 in diluted earnings per common share (“EPS”) or approximately $16.25 in adjusted earnings per common share (“Adjusted EPS”), in each case for the year ending December 31, 2025 (“FY 2025”). This guidance is consistent with the guidance issued in the Company’s press release dated April 30, 2025.
As a reminder, the Company will also host an Investor Conference for analysts and institutional investors on Monday, June 16, 2025, beginning at 2:00 p.m. EST. The conference will be live-streamed and accessible via the Company’s Investor Relations page at https://humana.gcs-web.com/. Humana leaders will present on the Company’s strategic direction, operational and financial progress as well as expectations for future performance. For those unable to participate in the live event, the replay will be available in the Historical Webcasts and Presentations section of the Investor Relations page at https://humana.gcs-web.com/.
The Company has included Adjusted EPS in this current report, a financial measure that is not in accordance with Generally Accepted Accounting Principles (“GAAP”). Management believes that this measure, when presented in conjunction with the comparable measure of GAAP EPS, provides a comprehensive perspective to more accurately compare and analyze the Company’s core operating performance over time. Consequently, management uses Adjusted EPS as a consistent and uniform indicator of the Company’s core business operations from period to period, as well as for planning and decision-making purposes and in determination of incentive compensation. Adjusted EPS should be considered in addition to, but not as a substitute for, or superior to, GAAP EPS. A reconciliation of GAAP EPS to Adjusted EPS follows:
| Diluted earnings per common share | FY 2025 Guidance | ||||
| GAAP | approximately $14.68 | ||||
| Amortization of identifiable intangibles | 0.49 | ||||
| Put/call valuation adjustments associated with the company's non-consolidating minority interest investments (a) | 1.35 | ||||
| Value creation initiatives (a) | 0.20 | ||||
| Cumulative net tax impact | (0.47) | ||||
| Adjusted (non-GAAP) – FY 2025 projected (a) | approximately $16.25 | ||||
(a) FY 2025 projected Adjusted results exclude the future impact of items that cannot be estimated at this time.
Cautionary Statement
This Current Report on Form 8-K includes forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, generally including the words or phrases like “expects,” “believes,” “anticipates,” “intends,” “likely will result,” “estimates,” “projects” or variations of such words and similar expressions that are intended to identify such forward-looking statements. These forward-looking statements are not guarantees of future performance and are subject to risks, uncertainties, and assumptions, including, among other things, information set forth in the “Risk Factors” section of the Company’s SEC filings.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this Report to be signed on its behalf by the undersigned hereunto duly authorized.
| HUMANA INC. | |||||
| BY: | /s/ John-Paul W. Felter | ||||
| John-Paul W. Felter | |||||
| Senior Vice President, Chief Accounting Officer & Controller | |||||
| (Principal Accounting Officer) | |||||
Dated: June 2, 2025