Humana Commences Cash Tender Offers For Outstanding Senior Notes With $1.5B Tender Cap

Humana Inc. (NYSE:HUM) ("Humana", "we", or "our") today announced that it has commenced cash tender offers (collectively, the "Offers") to purchase the outstanding notes described below, in each case upon the terms and subject to the conditions set forth in the Offer to Purchase dated November 9, 2026 (the "Offer to Purchase").

The Notes offered to be purchased in the Offers, in the order of acceptance priority, are the 2.150% Senior Notes due 2032; 3.125% Senior Notes due 2029; 3.700% Senior Notes due 2029; 4.875% Senior Notes due 2030; 1.350% Senior Notes due 2027; 3.950% Senior Notes due 2027; 5.375% Senior Notes due 2031; and 5.750% Senior Notes due 2028 (collectively, the "Notes") for the consideration described below, up to an aggregate purchase price, excluding the Accrued Coupon Payment (as defined below), of $1,500,000,000 (the "Tender Cap") subject to proration and the application of the Acceptance Priority Levels set forth in the table below and as further set forth in the Offer to Purchase and the terms and conditions, including, among others, an $800,000,000 cap on the aggregate principal amount to be accepted for purchase of the 5.375% Senior Notes due 2031 (the "2031 Notes") pursuant to the Offers (the "Series Cap") and the Acceptance Priority Procedures set forth in the Offer to Purchase. The 2031 Notes may be subject to proration both due to the Acceptance Priority Procedures and the Series Cap such that Humana will only accept for purchase an aggregate principal amount of the 2031 Notes up to the Series Cap. Subject to applicable law, Humana may, but is under no obligation to, eliminate, increase or decrease the Tender Cap and/or the Series Cap. In the event proration is required with respect to a Series of Notes, Humana will multiply the principal amount of each valid tender of such Series of Notes by the applicable proration rate and round the resulting amount down to the nearest integral multiple of the Authorized Denomination, in order to determine the principal amount of such tender that will be accepted pursuant to the applicable Offer. The excess principal amount of Notes not accepted from the tendering Holders will be promptly returned to such Holders, and if this excess principal amount of Notes is less than $1,000, Humana may either accept or reject all such tendering Holders’ validly tendered Notes in its sole discretion. Additionally, Humana may increase the amount of Notes accepted for payment in any Offer by no more than 2% of the outstanding Notes of the applicable Series, as further described in the Acceptance Priority Procedures set forth in the Offer to Purchase, without amending or extending the Offer, and may also increase or decrease the percentage of the Notes accepted for payment in any Offer (including by more than 2% of the outstanding Notes of the applicable Series) by a press release or other public announcement that is widely disseminated by no later than 9:00 a.m. (New York City time), on the third business day before the scheduled Expiration Date.