UnitedHealth (NYSE: UNH) extends holding period on Hemsley stock option

Rhea-AI Filing Summary

UnitedHealth Group updated the terms of a stock option previously granted to Stephen Hemsley. The grant, originally issued on May 14, 2025 with three-year cliff vesting, now carries a two-year share holding requirement after vesting.

Hemsley must hold any net shares obtained from exercising this option until May 14, 2030, reinforcing longer-term alignment with shareholders. The only exceptions are in cases of death or disability, and all other terms of the stock option remain unchanged.

0000731766false00007317662026-02-232026-02-23

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

—————————————

FORM 8-K

—————————————

Current Report

Pursuant to Section 13 or 15(d) of

The Securities Exchange Act of 1934

Date of report (Date of earliest event reported): February 23, 2026

—————————————

UNITEDHEALTH GROUP INCORPORATED

(Exact name of registrant as specified in its charter)

—————————————

Delaware

1-10864

41-1321939

(State or other jurisdiction of incorporation)

(Commission File Number)

(I.R.S. Employer Identification No.)

1 Health Drive

655 New York Avenue NW

Eden Prairie,

Minnesota

55344

Washington,

DC

20001

(Address of principal executive offices)

(Zip Code)

(Address of principal executive offices)

(Zip Code)

Registrant’s telephone number, including area code: (800) 328-5979

N/A

(Former name or former address, if changed since last report.)

—————————————

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

Common Stock, $.01 par value

UNH

New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

☐ Emerging growth company

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 5.02    Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On February 23, 2026, the Compensation and Human Resources Committee of the Board of Directors of UnitedHealth Group Incorporated (the “Company”) amended the stock option granted to Stephen Hemsley on May 14, 2025 (previously disclosed in the Company’s Form 8-K filed on May 14, 2025). The amendment adds a two-year share holding requirement following a three-year cliff vesting. Specifically, Mr. Hemsley must hold any net shares acquired upon exercise of the stock option until May 14, 2030, except in the event of death or disability. All other terms of the stock option remain unchanged.

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.

Date: February 25, 2026                 

UNITEDHEALTH GROUP INCORPORATED

By:

/s/ Kuai H. Leong

Kuai H. Leong

Senior Deputy General Counsel and Deputy Corporate Secretary

FAQ

What change did UnitedHealth Group (UNH) make to Stephen Hemsley’s stock option?

UnitedHealth Group added a two-year share holding requirement to Stephen Hemsley’s May 14, 2025 stock option. After the existing three-year cliff vesting, he must retain any net shares acquired upon exercise until May 14, 2030, with limited exceptions.

How long must Stephen Hemsley hold shares from his amended UnitedHealth (UNH) option?

Stephen Hemsley must hold any net shares acquired from exercising the amended option until May 14, 2030. This holding period applies after the option’s three-year cliff vesting and is intended to extend his long-term stake in UnitedHealth Group stock.

Does the amendment affect other terms of Stephen Hemsley’s UnitedHealth stock option?

No, all other terms of the May 14, 2025 stock option for Stephen Hemsley remain unchanged. Only a two-year post-vesting share holding requirement was added, requiring him to retain net shares until May 14, 2030, aside from limited exceptions.

Are there exceptions to the new holding requirement on UnitedHealth (UNH) shares for Stephen Hemsley?

Yes, the holding requirement does not apply in the event of Stephen Hemsley’s death or disability. Outside these circumstances, he must hold any net shares received from exercising the amended stock option until May 14, 2030, following cliff vesting.

When was Stephen Hemsley’s UnitedHealth stock option originally granted and later amended?

Stephen Hemsley’s stock option was originally granted on May 14, 2025. The Compensation and Human Resources Committee amended this grant on February 23, 2026, adding a two-year share holding requirement after the existing three-year cliff vesting period.

Filing Exhibits & Attachments

4 documents

Other Documents

• EX-101 XBRL TAXONOMY EXTENSION SCHEMA DOCUMENT 2.9 KB
• EX-101 XBRL TAXONOMY EXTENSION DEFINITION LINKBASE DOCUMENT 16.0 KB
• EX-101 XBRL TAXONOMY EXTENSION LABEL LINKBASE DOCUMENT 29.4 KB
• EX-101 XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE DOCUMENT 16.8 KB