[8-K] UNITEDHEALTH GROUP INC Reports Material Event

Rhea-AI Filing Summary

UnitedHealth Group amended its Amended and Restated Bylaws, effective November 6, 2025. The sole purpose of the change is to reflect updates to the Company’s registered office and registered agent in the State of Delaware.

A complete copy of the Bylaws, as amended, is filed as Exhibit 3.1.

0000731766false12/3100007317662025-11-062025-11-06

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

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FORM 8-K

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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 6, 2025

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UNITEDHEALTH GROUP INCORPORATED

(Exact name of registrant as specified in its charter)

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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.)

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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 5.03.    Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

On November 6, 2025, and effective as of that date, the Board of Directors of UnitedHealth Group Incorporated (the “Company”) approved an amendment to the Company’s Amended and Restated Bylaws (the “Bylaws”). The sole purpose of the amendment is to reflect changes to the Company’s registered office and registered agent in the State of Delaware. A complete copy of the Company’s Bylaws, as amended to reflect the changes described in this report, is attached hereto as Exhibit 3.1.

Item 9.01.    Financial Statements and Exhibits.

Exhibit

Description

3.1

Amended and Restated Bylaws of UnitedHealth Group Incorporated, effective November 6, 2025

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 13, 2025                 

UNITEDHEALTH GROUP INCORPORATED

By:

/s/ Kuai H. Leong

Kuai H. Leong

Senior Deputy General Counsel and Deputy Corporate Secretary

FAQ

What did UNH disclose in this 8-K?

The company amended its Bylaws solely to reflect changes to its Delaware registered office and registered agent, effective November 6, 2025.

When did the bylaw amendment become effective for UNH?

The amendment was effective on November 6, 2025.

What was the stated purpose of UNH’s bylaw amendment?

The filing states the sole purpose was to update the registered office and registered agent in Delaware.

Did UNH include the full amended bylaws?

Yes. The amended Bylaws are attached as Exhibit 3.1.

Does the filing mention any changes to shareholder rights or governance beyond the agent/office update?

No. It specifies the change is solely to reflect the Delaware registered office and agent updates.

What form did UNH use for this disclosure?

A Form 8-K under Item 5.03 (Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year).