UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of report (Date of earliest event reported): November 3, 2022 (
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| Item 1.01 | Entry into a Material Definitive Agreement. |
On November 2, 2022, Humana Inc. (“Humana”) entered into separate accelerated stock repurchase agreements (each, an “ASR Agreement”) with each of Goldman Sachs & Co. LLC (“Goldman Sachs”) and Mizuho Markets Americas LLC (“Mizuho” and, together with Goldman Sachs, the “Dealers”) to repurchase an aggregate of $1.0 billion of Humana’s common stock as part of the $3.0 billion share repurchase program that Humana announced on February 18, 2021.
Under the ASR Agreements, Humana will make payments in an aggregate amount of $1.0 billion to the Dealers and will receive initial deliveries of an aggregate amount of 1,518,996 shares of Humana common stock from the Dealers. The specific number of shares that Humana ultimately will repurchase pursuant to the ASR Agreements will be based generally on the daily volume-weighted average share price of Humana common stock over the term of the ASR Agreements, less a discount and subject to adjustments pursuant to the terms and conditions of the ASR Agreements. Final settlement under the ASR Agreements is expected to occur in the fourth quarter of 2022. The ASR Agreements contain provisions customary for agreements of this type, including provisions for adjustments to the transaction terms upon certain specified events, the circumstances generally under which final settlement of the ASR Agreements may be accelerated or extended or the ASR Agreements may be terminated early by the Dealers or Humana, and various acknowledgements and representations made by the parties to each other. At final settlement, under certain circumstances, Humana may be entitled to receive additional shares of Humana common stock from the Dealers, or Humana may be required to make a cash payment or, if Humana elects, deliver shares of Humana common stock to the Dealers. All of the shares of Humana common stock delivered to Humana under the ASR Agreements will be held in treasury or retired.
The foregoing description of the ASR Agreements is qualified in its entirety by reference to the ASR Agreements, copies of which are attached as Exhibits 10.1 and 10.2 and incorporated herein by reference.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits:
| Exhibit |
Description | |
| 10.1 | Master Confirmation between Humana Inc. and Goldman Sachs & Co. LLC dated as of November 2, 2022. | |
| 10.2 | Master Confirmation between Humana Inc. and Mizuho Markets Americas LLC dated as of November 2, 2022. | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). | |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this Report to be signed on its behalf by the undersigned hereunto duly authorized.
| HUMANA INC. | ||
| BY: | /s/ John-Paul W. Felter | |
| John-Paul W. Felter | ||
| Senior Vice President, Chief Accounting Officer and Controller | ||
| (Principal Accounting Officer) | ||
Dated: November 3, 2022