Filed Pursuant to Rule 433
Registration Statement No. 333-277734
| HUMANA INC. | |||||
| $750,000,000 5.550% Senior Notes due 2035 | |||||
| $500,000,000 6.000% Senior Notes due 2055 | |||||
| March 3, 2025 | |||||
Pricing Term Sheet | |||||
| Issuer: | Humana Inc. | ||||
| Ratings*: | Baa2 (Moody’s)/ BBB (S&P)/ BBB (Fitch) | ||||
| Trade Date: | March 3, 2025 | ||||
| Settlement Date: | (T+2) March 5, 2025 | ||||
| Active Bookrunners: | Barclays Capital Inc. BofA Securities, Inc. J.P. Morgan Securities LLC Mizuho Securities USA LLC U.S. Bancorp Investments, Inc. | ||||
Passive Bookrunners: | Citigroup Global Markets Inc. Goldman Sachs & Co. LLC Morgan Stanley & Co. LLC PNC Capital Markets LLC Truist Securities, Inc. Wells Fargo Securities, LLC | ||||
| Co-Managers: | Academy Securities, Inc. BBVA Securities Inc. BNY Mellon Capital Markets, LLC Deutsche Bank Securities Inc. Fifth Third Securities, Inc. RBC Capital Markets, LLC Regions Securities LLC Scotia Capital (USA) Inc. SMBC Nikko Securities America, Inc. TD Securities (USA) LLC CastleOak Securities, L.P. R. Seelaus & Co., LLC Samuel A. Ramirez & Company, Inc. | ||||
2035 Notes | |||||
| Security Description: | Senior Notes due 2035 | ||||
| Aggregate Principal Amount: | $750,000,000 | ||||
| Coupon: | 5.550% | ||||
| Maturity Date: | May 1, 2035 | ||||
| Price to Public: | 99.885% of the principal amount | ||||
| Benchmark Treasury: | 4.625% UST due February 15, 2035 | ||||
| Benchmark Treasury Price / Yield: | 103-18 / 4.183% | ||||
| Spread to Benchmark Treasury: | +138 bps | ||||
| Yield to Maturity: | 5.563% | ||||
| Interest Payment Dates: | May 1 and November 1, commencing November 1, 2025 | ||||
| Optional Redemption: | Make-whole call at T+25 bps plus accrued and unpaid interest | ||||
| Par Call: | On or after February 1, 2035 | ||||
| CUSIP/ISIN: | 444859CD2 / US444859CD21 | ||||
| 2055 Notes | |||||
| Security Description: | Senior Notes due 2055 | ||||
| Aggregate Principal Amount: | $500,000,000 | ||||
| Coupon: | 6.000% | ||||
| Maturity Date: | May 1, 2055 | ||||
| Price to Public: | 98.951% of the principal amount | ||||
| Benchmark Treasury: | 4.500% UST due November 15, 2054 | ||||
| Benchmark Treasury Price / Yield: | 100-13 / 4.475% | ||||
| Spread to Benchmark Treasury: | +160 bps | ||||
| Yield to Maturity: | 6.075% | ||||
| Interest Payment Dates: | May 1 and November 1, commencing November 1, 2025 | ||||
| Optional Redemption: | Make-whole call at T+25 bps plus accrued and unpaid interest | ||||
| Par Call: | On or after November 1, 2054 | ||||
| CUSIP/ISIN: | 444859CC4 / US444859CC48 | ||||
*Note: A securities rating is not a recommendation to buy, sell or hold securities and may be subject to revision or withdrawal at any time. The issuer has filed a registration statement (including a prospectus) with the SEC for the offering to which this communication relates. Before you invest, you should read the prospectus in that registration statement, the preliminary prospectus supplement thereto relating to each series of notes offered hereby and other documents the issuer has filed with the SEC for more complete information about the issuer and this offering. You may get these documents for free by visiting EDGAR on the SEC Web site at www.sec.gov. Alternatively, the issuer, any underwriter or any dealer participating in the offering will arrange to send you the prospectus and the preliminary prospectus supplement thereto relating to each series of notes offered hereby if you request it by calling Barclays Capital Inc. toll-free at (888) 603-5847, BofA Securities, Inc. toll-free at (800) 294-1322, J.P. Morgan Securities LLC collect at (212) 834-4533, Mizuho Securities USA LLC toll-free at (866) 271-7403 or U.S. Bancorp Investments, Inc. toll-free at (877) 558-2607. Any disclaimer or other notice that may appear below is not applicable to this communication and should be disregarded. Such disclaimer or notice was automatically generated as a result of this communication being sent by Bloomberg or another email system. | ||