哈门那美股招股说明书(2026-03-06版)

This is an offering by Humana Inc. (“we”, “us” or “our”) of an aggregate of $1,000,000,000 of 6.625% Fixed-to-FixedRate Junior Subordinated Notes due 2056, whichwe refer to as the “junior subordinated notes.” The junior subordinated notes will bear interest (i)from, and including, the original issuance date to, but excluding, September 15, 2031 (“First Reset Date”) at a rate of6.625% per year and (ii)from, and including, the First Reset Date, during each Reset Period (as defined herein), at a rate per year equal to the Five-year U.S. TreasuryRate (as defined herein) as of the most recent Reset Interest Determination Date (as defined herein) plus a spread of 2.891%, to be reset on each Reset Date (as definedherein); provided, that the interest rate during any Reset Period will not reset below 6.625% (which equals the initial interest rate on the junior subordinated notes). Subject to our right to defer interest payments as described below, we will pay interest on the junior subordinated notes semi-annually in arrears on March 15 andSeptember 15 of each year, beginning on September 15, 2026. The junior subordinated notes will be issued in registered form and in minimum denominations of $2,000and integral multiples of $1,000 in excess thereof. The junior subordinated notes will mature on September 15, 2056. So long as no event of default (as defined in this prospectus supplement) with respect to the junior subordinated notes has occurred and is continuing, we may, at ouroption, defer interest payments on the junior subordinated notes on one or more occasions for up to 10 consecutive years per deferral period as described in thisprospectus supplement. Deferred interest payments with respect to the junior subordinated notes will accumulate additional interest at a rate equal to the interest rate We may redeem the junior subordinated notes at our option at the times and at the redemption prices described in this prospectus supplement. The junior subordinatednotes will be our general unsecured subordinated obligations and will rank junior in right of payment, to the extent and in the manner set forth in the indenture The junior subordinated notes will be our unsecured obligations and will be effectively junior to any of our future secured indebtedness to the extent of the assetssecuring that indebtedness, and will be structurally subordinated to any indebtedness and other liabilities of our subsidiaries. Investing in the junior subordinated notes involves risks that are described in the “Risk Factors” sections beginning on pageS-6of this prospectus supplement and inother documents incorporated by reference in this prospectus supplement and the accompanying prospectus. Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this prospectussupplement or the accompanying prospectus is truthful or complete. Any representation to the contrary is a criminal offense. Public Offering PriceUnderwriting Discount (1)Plus accrued interest, if any, fromMarch 9, 2026, if settlement occurs after that date. The junior subordinated notes will not be listed on any securities exchange. Currently, there are no public markets for the junior subordinated notes. It is expected that delivery of the junior subordinated notes will be made to purchasers on or about March 9, 2026, which is the second business day following the dateof this prospectus supplement (such settlement cycle referred to as T+2), through The Depository Trust Company, including its participants Clearstream Banking S.A.and Euroclear Bank SA/NV. Under Rule 15c6-1 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), trades in the secondary market generallyare required to settle in one business day, unless the parties to such trade expressly agree otherwise. Accordingly, purchasers who wish to trade the junior subordinated You should rely only on the information contained or incorporated by reference in this prospectus supplement, theaccompanying prospectus and any related free writing prospectus prepared by us. We and the underwriters have notauthorized any other person to provide you with different information and we take no responsibility for, and can provide noassurance as to the reliability of, any other information that others may give you. If anyone provides you with different or You should not assume that the information contained in this prospectus supplement, the accompanying prospectus, anyrelated free writing prospectus prepared by us, or the documents incorporated by reference in this prospectus supplement orthe accompanying prospectus is accurate as of any date other than the date on the front cover of this prospectus supplement, Prospectus Supplement ABOUT THIS PROSPECTUS SUPPLEMENTFORWARD-LOOKING STATEMENTSINCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE Prospectus ABOUT THIS PROSPECTUS SUPPLEMENT These offering materials consi