HUM · 8-K · 20261109PR000068
Debt Tender Offers
HUMANA INC · 2026-11-09 · Importance 46 · Surprise 42 · In source text
On November 9, 2026, Humana commenced cash tender offers for eight series of outstanding senior notes, with an aggregate purchase-price cap of $1.5 billion excluding accrued coupon payments. The offers cover notes maturing from 2027 through 2032, including $800 million maximum principal acceptance for the 5.375% Senior Notes due 2031, which have $1.5 billion outstanding. Notes will be accepted in priority order, and the consideration for each series will be determined using a fixed spread plus the applicable Treasury reference yield measured November 16, 2026. The offers are scheduled to expire November 16, 2026, and settlement is expected November 18, 2026.
Key facts
- Humana set an aggregate purchase price cap of $1,500,000,000 for the offers, excluding accrued coupon payment, subject to proration and acceptance priority. source
- The 5.375% Senior Notes due April 15, 2031 have $1,500,000,000 aggregate principal amount outstanding, a $800,000,000 series cap, and acceptance priority level 7. source
- Humana capped the aggregate principal amount accepted for its 5.375% Senior Notes due 2031 at $800,000,000. source
- On November 9, 2026, Humana commenced cash tender offers to purchase specified outstanding notes. source
- Humana may increase the amount accepted in any offer by no more than 2% of the applicable series' outstanding notes without amending or extending the offer. source
- Humana's offers are scheduled to expire at 5:00 p.m. New York City time on November 16, 2026, unless extended or earlier terminated by Humana. source
- The settlement date is the second business day after the expiration date and is expected to be November 18, 2026. source
- Humana's tender offers cover eight note series, in acceptance-priority order: 2.150% Senior Notes due 2032; 3.125% Senior Notes due 2029; 3.700% Senior Notes due 2029; 4.875% Senior Notes due 2030; 1.350% Senior Notes due 2027; 3.950% Senior Notes due 2027; 5.375% Senior Notes due 2031; and 5.750% Senior Notes due 2028. source
Impact estimates
| metric | direction | stage | expected | basis |
|---|---|---|---|---|
| cash | negative | probable | — | Humana set an aggregate purchase price cap of $1,500,000,000 for the offers, excluding accrued coupon payment, subject to proration and… |
| liability | positive | probable | — | Humana set an aggregate purchase price cap of $1,500,000,000 for the offers, excluding accrued coupon payment, subject to proration and… |