--- schema_version: "secwatch.filing_event.v1" accession: "0000049071-26-000025" form_type: "8-K" ticker: "HUM" cik: "0000049071" company_name: "HUMANA INC" filed_at: "2026-05-19T20:30:11+00:00" generated_at: "2026-05-19T21:00:51.445739+00:00" event_type: "debt" sentiment: "neutral" materiality_score: 0.6 calibrated_materiality_score: 0.6 confidence: "high" source: SEC EDGAR --- # Humana issues $1.5B in P-Caps via two trusts, gains option to issue senior notes up to $1.5B ## Summary - Horseshoe Funding Trust I issued 750,000 P-Caps ($750M) for 6.062% Senior Notes due 2036; Trust II issued 750,000 P-Caps ($750M) for 6.887% Senior Notes due 2055. - Company may draw up to $750M per trust over 10-year (2036) or 30-year (2055) period, paying facility fees of 1.661% and 1.916% per annum on unused portion. - Full mandatory exercise of issuance rights triggered if Humana's consolidated net worth drops below $4.0 billion or upon certain defaults/change-of-control events. - Change-of-control triggers require Trusts to repurchase P-Caps at 101% and Humana to repurchase Senior Notes at 101% plus accrued interest. - Proceeds from P-Caps invested in U.S. Treasury strips; P-Caps mandatorily redeemable at maturity (2036 or 2055) or earlier upon redemption of Senior Notes. ## SEC filing metadata - accession: 0000049071-26-000025 - form_type: 8-K - ticker: HUM - cik: 0000049071 - company_name: HUMANA INC - filed_at: 2026-05-19T20:30:11+00:00 - event_type: debt - sentiment: neutral - materiality_score: 0.6 - calibrated_materiality_score: 0.6 - confidence: high - sec_items: 1.01, 2.03, 9.01 - EDGAR index: https://www.sec.gov/Archives/edgar/data/49071/000004907126000025/0000049071-26-000025-index.htm - EDGAR primary document: https://www.sec.gov/Archives/edgar/data/49071/000004907126000025/hum-20260515.htm ## Machine-readable alternates - HTML: https://secwatch.observer/filing/0000049071-26-000025 - JSON: https://secwatch.observer/filing/0000049071-26-000025.json - Plain text: https://secwatch.observer/filing/0000049071-26-000025.txt ## Key facts - Material Agreements HUMANA INC entered into trust expense reimbursement agreements with Horseshoe Funding Trust I, Horseshoe Funding Trust II (effective 2026-05-15). - Action: entry - Counterparty: Horseshoe Funding Trust I, Horseshoe Funding Trust II - Effective: 2026-05-15 source text: The Company also entered into separate trust expense reimbursement agreements with each Trust. An Issuance Right will be exercised automatically in full upon certain payment defaults under the applicable Facility Agreement or trust expense reimbursement agreement, or upon certain bankruptcy events involving the Company. evidence_url: https://www.sec.gov/Archives/edgar/data/49071/000004907126000025/0000049071-26-000025-index.htm - Material Agreements HUMANA INC entered into Facility Agreements with Horseshoe Funding Trust I, Horseshoe Funding Trust II, The Bank of New York Mellon Trust Company, N.A., as trustee valued at up to $750,000,000 aggregate principal amount of the applicable Senior Notes (effective 2026-05-15). - Action: entry - Agreement: credit facility - Counterparty: Horseshoe Funding Trust I, Horseshoe Funding Trust II, The Bank of New York Mellon Trust Company, N.A., as trustee - Value: up to $750,000,000 aggregate principal amount of the applicable Senior Notes - Effective: 2026-05-15 source text: On the Closing Date, the Company also entered into separate facility agreements (each, a “Facility Agreement”) with each Trust and The Bank of New York Mellon Trust Company, N.A., as trustee for the Senior Notes (the “Trustee”). Under the Facility Agreements, each Trust granted the Company the right to require such Trust to purchase, on one or more occasions, up to $750,000,000 aggregate principal amount of the applicable Senior Notes evidence_url: https://www.sec.gov/Archives/edgar/data/49071/000004907126000025/0000049071-26-000025-index.htm - Material Agreements HUMANA INC entered into Purchase Agreements with Goldman Sachs & Co. LLC, BofA Securities, Inc., Citigroup Global Markets Inc., Morgan Stanley & Co. LLC and Wells Fargo Securities, LLC, as representatives of the several initial purchasers valued at $750,000,000 per Trust (effective 2026-05-05). - Action: entry - Counterparty: Goldman Sachs & Co. LLC, BofA Securities, Inc., Citigroup Global Markets Inc., Morgan Stanley & Co. LLC and Wells Fargo Securities, LLC, as representatives of the several initial purchasers - Value: $750,000,000 per Trust - Effective: 2026-05-05 source text: On May 15, 2026 (the “Closing Date”), pursuant to separate Purchase Agreements, dated May 5, 2026, among Humana Inc. (the “Company”), Goldman Sachs & Co. LLC, BofA Securities, Inc., Citigroup Global Markets Inc., Morgan Stanley & Co. LLC and Wells Fargo Securities, LLC, as representatives of the several initial purchasers, and Horseshoe Funding Trust I (the “2036 Trust”) and Horseshoe Funding Trust II (the “2055 Trust” and, together with the 2036 Trust, the “Trusts”), the 2036 Trust and the 2055 Trust each completed the issuance and sale of 750,000 Pre-Capitalized Trust Securities (the “2036 P-Caps” and the “2055 P-Caps,” respectively, and together, the “P-Caps”) for an aggregate purchase price of $750,000,000 per Trust evidence_url: https://www.sec.gov/Archives/edgar/data/49071/000004907126000025/0000049071-26-000025-index.htm This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.