Humana completed a public offering of $1.0 billion in aggregate principal amount of 6.625% Fixed-to-Fixed Rate Junior Subordinated Notes due 2056 on March 9, 2026, the health insurance giant announced.
The subordinated notes were sold at par, or 100.000% of the aggregate principal amount. Goldman Sachs, J.P. Morgan Securities, Mizuho Securities USA, Truist Securities, and Wells Fargo Securities served as underwriters. Humana expects net proceeds of approximately $986 million after deducting underwriting discounts, commissions, and estimated offering expenses.
The company intends to use the net proceeds for general corporate purposes, including potential repayment of existing indebtedness and borrowings under its commercial paper program. The subordinated notes were issued under an amended and restated indenture dated March 5, 2026, with The Bank of New York Mellon Trust Company serving as trustee.
The notes carry a fixed 6.625% annual interest rate through September 14, 2031. After that date, the rate will reset every five years to the Five-Year U.S. Treasury Rate plus 2.891%, with a floor of 6.625%. Interest payments are due March 15 and September 15 each year, beginning September 15, 2026. The company may defer interest payments for up to 10 consecutive years if no event of default occurs.
As unsecured subordinated obligations, the notes rank junior to all of Humana’s senior indebtedness and are structurally subordinated to subsidiary obligations. The notes mature on September 15, 2056.
The offering was registered under a Form S-3 registration statement originally filed March 7, 2024, and amended March 5, 2026. The underwriters and their affiliates have provided commercial banking, investment banking, and advisory services to Humana and may continue to do so in the ordinary course of business.
Disclaimer: This article is based on a Form 8-K filing submitted to the U.S. Securities and Exchange Commission (SEC).
This article is written by AI Desk and reviewed by News Desk before publication.
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