0000731766false00007317662026-11-032026-11-03
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): November 3, 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.
Appointment of Madeline Bell as independent director
On November 9, 2026, UnitedHealth Group Incorporated (the “Company”) issued a press release announcing the appointment of Madeline Bell to serve as an independent director of the Company, effective November 3, 2026. Ms. Bell has not yet been appointed to any committees of the Company's Board of Directors. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
Ms. Bell will receive compensation for her services as a director in accordance with the Company’s standard compensation program for non-employee directors as amended from time to time, the material terms of which are described in the Company’s 2026 proxy statement.
In accordance with the Company’s customary practice, the Company is entering into its standard form of indemnification agreement with Ms. Bell, which requires the Company to indemnify her against certain liabilities that may arise as a result of her status or service as a director. The foregoing description is qualified in its entirety by the full text of the form of Indemnification Agreement, which was filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on July 1, 2015.
There are no arrangements or understandings between Ms. Bell and any other person pursuant to which Ms. Bell was appointed to serve on the Board of Directors. Ms. Bell has no direct or indirect material interest in any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K.
Item 9.01. Financial Statements and Exhibits.
| | | | | | | | | | | | | | |
| Exhibit | Description | | | |
99.1 | Press release dated November 9, 2026 |
| 104 | Cover Page Interactive Data File (formatted as Inline XBRL). |
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: November 9, 2026
| | | | | | | | | | | | | | |
| | | UNITEDHEALTH GROUP INCORPORATED |
| | | By: | /s/ Kuai H. Leong |
| | | | |
| | | | Kuai H. Leong |
| | | | Senior Deputy General Counsel and Deputy Corporate Secretary |
Madeline Bell Joins UnitedHealth Group Board of Directors
(Nov. 9, 2026) – Madeline S. Bell, former president and CEO of Children’s Hospital of Philadelphia (CHOP), is joining UnitedHealth Group’s (NYSE: UNH) Board of Directors, effective immediately.
Madeline had a distinguished four-decade career at CHOP, where she started as a pediatric staff nurse in 1983. She spent eight years as CHOP’s chief operating officer from 2007 to 2015 before becoming president and CEO in 2015. She retired as CHOP's CEO last month.
Madeline holds a Master of Science degree in organizational dynamics from the University of Pennsylvania and a Bachelor of Science degree in nursing from Villanova University.
“Madeline has devoted her entire career to improving healthcare for children, beginning as a pediatric nurse and ultimately leading one of the nation’s premier children’s hospitals,” said Stephen J. Hemsley, UnitedHealth Group’s CEO and executive board chairman. “Her decades of experience caring for patients, leading clinicians and growing one of the country’s foremost pediatric health systems will bring an important perspective to our Board. We look forward to her leadership as we continue working to improve care and help make the health system work better for everyone."
Madeline currently serves as a board director for Comcast. She previously chaired the Federal Reserve Bank of Philadelphia’s Board of Directors and is a fellow of The College of Physicians of Philadelphia, and the Honorary Consul of Spain. She served on the board of the Leonard Davis Institute of Health Economics, Greater Philadelphia Chamber of Commerce Executive Committee and chaired Philadelphia’s CEO Council for Growth.
“I am honored to join UnitedHealth Group’s Board of Directors,” Madeline said. “Having cared for children as a nurse and led a children's hospital, I know how much it matters when care is coordinated, accessible and affordable. I look forward to contributing that experience to the UnitedHealth Group Board.”
About UnitedHealth Group
UnitedHealth Group is a healthcare and well-being company with a mission to help people live healthier lives and help make the health system work better for everyone through two distinct and complementary businesses. Optum delivers care aided by technology and data, empowering people, partners and providers with the guidance and tools they need to achieve better health. UnitedHealthcare offers a full range of health benefits, enabling affordable coverage, simplifying the healthcare experience and delivering access to high-quality care. Visit UnitedHealth Group at www.unitedhealthgroup.com and follow UnitedHealth Group on LinkedIn.
# # #
| | | | | | | | | | | | | | |
| Media: | UnitedHealth Group Media | | | |
| uhgmedia@uhg.com | | | |
| | | | |
| | | | |
| | | | |