Humana forms CenterWell JV with BlackRock; $2.8B WCAS stake; affirms $9+ FY26 EPS

HUMANA INC

New JV with BlackRock (HPS Investment Partners) to manage ~150 CenterWell Senior Primary Care clinics; BlackRock acquires WCAS stake valued ~$2.8B; BlackRock majority owner, CenterWell minority.
No put option; derivative recorded at fair value; significant reduction in balance sheet liabilities vs existing WCAS put arrangements; lower cost of capital.
CenterWell may purchase clinics starting 2028; if not all acquired by end 2033, BlackRock can exit via sale; CenterWell has right of first offer. Min return protections for BlackRock.
Transaction expected to close Q4 2026, subject to regulatory approval; not expected material to 2026 adjusted EPS. Humana affirms FY2026 Adjusted EPS guidance of at least $9.00.
Second BlackRock transaction this year: prior divestiture of minority interest in Gentiva to consortium including BlackRock. Advisors: Guggenheim lead financial advisor, Goldman Sachs.

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