Humana 8-K, filed Oct 13, 2026

Summary

Humana has entered a new joint venture with funds and accounts managed by HPS Investment Partners, a BlackRock subsidiary, to manage and operate roughly 150 CenterWell Senior Primary Care clinics, replacing its existing joint ventures with Welsh, Carson, Anderson & Stowe through BlackRock's acquisition of WCAS's equity stake valued at approximately $2.8 billion. Humana affirmed FY2026 adjusted EPS guidance of at least $9.00 and said the transaction is expected to close in the fourth quarter of 2026, subject to state and federal regulatory approval.

Key points

• BlackRock will acquire WCAS's current equity ownership in the clinics, valued at approximately $2.8 billion, with the new joint venture majority owned by BlackRock and minority owned by CenterWell.
• The new joint venture does not include a put option exercisable by BlackRock, and Humana expects a significant reduction in balance-sheet liabilities from removing the existing put arrangements, recording a derivative instrument at fair value.
• CenterWell may begin purchasing clinics from the joint venture at its election starting in 2028, and if it has not acquired all of them by the end of 2033, BlackRock may elect to exit through a sale process subject to CenterWell's right to submit the first offer.
• Humana affirmed FY2026 Adjusted EPS guidance of at least $9.00 and said the transaction is not expected to have a material impact on that guidance.

Written by an AI model from the filing text. It can be incomplete or wrong; the filing on SEC.gov is the record.