Humana Inc. (NYSE: HUM) has entered into a new joint venture arrangement with funds and accounts managed by HPS Investment Partners, a subsidiary of BlackRock, Inc., to manage and operate a network of CenterWell Senior Primary Care clinics.

The new arrangement replaces CenterWell's existing joint ventures with funds affiliated with Welsh, Carson, Anderson & Stowe (WCAS), through BlackRock's acquisition of WCAS's current equity stake, with certain modifications to existing terms.

Unlike the prior arrangement, the new joint venture does not include a put option exercisable by BlackRock. Humana said it anticipates a significantly lower cost of capital under the new structure and expects a significant reduction in balance sheet liabilities compared to the put arrangements tied to the existing WCAS joint ventures. The new arrangement will give rise to a derivative instrument recorded at fair value on the company's balance sheet.

CenterWell will have the option to begin purchasing clinics from the joint venture at its election starting in 2028. If CenterWell has not acquired all clinics by the end of 2033, BlackRock will have the right to elect to exit through a sale process for any remaining clinics, subject to CenterWell's right to submit the first offer for those clinics. CenterWell has agreed to certain minimum return protections for BlackRock.

Separately, Humana affirmed its fiscal year 2026 adjusted earnings guidance of at least $9.00 per common share, consistent with guidance previously issued on July 29, 2026, and subsequently affirmed in filings with the Securities and Exchange Commission on September 1, 2026, and October 9, 2026.

The company said it does not expect changes to its fiscal year 2026 adjusted EPS guidance but noted potential changes to its GAAP EPS guidance related to the reduction in liabilities from the removal of the WCAS put option. Humana said it is unable to provide a GAAP reconciliation at this time without unreasonable effort, as the financial close process for the period ended September 30, 2026, is ongoing.