Humana completes $1.5 billion pre-capitalized trust securities offering

Humana Inc. (NYSE: HUM) completed the issuance and sale of $1.5 billion in Pre-Capitalized Trust Securities through two separate trusts on May 15, 2026, according to a company statement.

The healthcare company established two trusts that each sold 750,000 P-Caps for $750 million. The arrangement provides Humana with on-demand access to capital through the ability to issue senior notes to the trusts over specified periods.

Under the structure, Humana can issue up to $750 million in 6.062% Senior Notes due 2036 to one trust during a ten-year period, and up to $750 million in 6.887% Senior Notes due 2055 to the second trust during a thirty-year period. The trusts invested proceeds from the P-Caps sales in U.S. Treasury securities.

Humana will pay semi-annual facility fees of 1.661% per annum for the 2036 trust and 1.916% per annum for the 2055 trust on the unexercised portion of each issuance right. The company entered into facility agreements with both trusts and The Bank of New York Mellon Trust Company as trustee.

The issuance rights will be exercised automatically upon certain payment defaults, bankruptcy events, or if Humana's consolidated net worth falls below $4 billion. Upon a change of control, each trust must offer to repurchase the P-Caps at 101% of the initial purchase price plus accrued distributions.

Goldman Sachs, BofA Securities, Citigroup Global Markets, Morgan Stanley, and Wells Fargo Securities served as representatives of the initial purchasers in the private offerings, which were exempt from Securities Act registration requirements.

The P-Caps are mandatorily redeemable on February 15, 2036, for the first trust and November 15, 2055, for the second trust.

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