UnitedHealth Group (NYSE: UNH) outlines 2026 proxy votes, AI spend and leadership pay

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Form Type

DEF 14A

UnitedHealth Group outlines its 2026 annual meeting agenda and broad governance, leadership and pay changes. Shareholders will vote on electing nine directors, an advisory Say‑on‑Pay, ratifying Deloitte & Touche as auditor, and a shareholder proposal on requiring an independent Board chair.

The company reports 2025 revenue of $447.6 billion, net earnings of $12.1 billion, fully diluted EPS of $13.23, ROE of 12.8% and an annual cash dividend of $8.84 per share. It plans to invest nearly $1.5 billion in AI initiatives in 2026 and at least that much again in 2027.

Governance updates include combining the CEO and Chair roles under Stephen Hemsley with a strengthened Lead Independent Director, creating a new Public Responsibility Committee, refreshing committee leadership and adding former FDA Commissioner Scott Gottlieb to the Board. Pay decisions include a $60 million cliff‑vesting stock option grant to the CEO, no annual bonus, and increasing CEO stock ownership requirements, while the CFO receives a $1 million salary, targeted 2x‑salary bonus, and $8 million in stock incentives plus a $1.2 million cash award.

Revenue: $447.6B Net earnings: $12.1B Fully diluted EPS: $13.23 +5 more

8 metrics

Revenue $447.6B Company revenue as shown in proxy financial performance table

Net earnings $12.1B Company net earnings in financial performance snapshot

Fully diluted EPS $13.23 Fully diluted earnings per share in financial performance table

Cash flow from operations $19.7B Cash generated from operations for 2025

Return on equity 12.8% ROE metric in proxy’s financial performance table

Annual cash dividend $8.84 Annual cash dividend per share disclosed in proxy

Planned AI investment 2026 $1.5B Expected AI and intelligent technologies spend in 2026

CEO stock option grant $60,000,000 Cliff-vesting stock options for Stephen Hemsley vesting May 14, 2028

Say-on-Pay, deferred stock units, Lead Independent Director, clawback policies, +1 more

5 terms

Say-on-Pay financial

"Conduct an advisory vote to approve the compensation paid to the Company’s named executive officers as disclosed on page 72 of the proxy statement (Say-on-Pay vote)."

A say-on-pay is a shareholder vote that gives investors a chance to approve or disapprove a company’s executive compensation packages, typically held at annual meetings. It matters because the vote signals investor satisfaction with how leaders are paid—like customers rating how well managers are rewarded—and can push boards to change pay plans, reducing governance risk and affecting investor confidence and stock value even though the vote is usually advisory rather than legally binding.

deferred stock units financial

"Non-employee directors receive annual grants of DSUs under the 2020 Stock Incentive Plan having an aggregate fair value of $225,000."

Deferred stock units are promises from a company to give an employee shares of stock at a future date, often after certain conditions are met or after leaving the company. They function like a form of delayed compensation, allowing employees to earn shares over time. For investors, they represent potential future ownership in the company, but do not provide immediate voting rights or dividends until the shares are actually received.

Lead Independent Director financial

"In August 2025, the independent directors of the Board elected F. William McNabb III to serve as Lead Independent Director replacing Michele Hooper."

A lead independent director is a board member who is not part of company management and is chosen to coordinate and represent the other independent directors, often running sessions without the CEO, helping set meeting agendas, and serving as a liaison between shareholders and the board. For investors, this role signals stronger, more balanced oversight—like a neutral referee who helps ensure decisions are fair, transparent and focused on protecting shareholder interests.

clawback policies financial

"Adopted clawback policies for (i) recoupment of incentive compensation in accordance with SEC and NYSE rules, and (ii) recoupment of cash or stock compensation in the event of fraud or misconduct..."

pay-for-performance philosophy financial

"Aligning the economic interests of our executives with those of our shareholders through the Company’s pay-for performance philosophy is a fundamental tenet of the Company’s incentive compensation plan design principles."

Voting Information

Access to the Annual Meeting

Only shareholders of record of the Company’s common stock at the close of business on the record date are entitled to receive notice of and to vote at the Annual Meeting and any adjournments or postponements of the meeting.

The 2026 Annual Meeting will be held in virtual format only. Shareholders will be able to participate in, vote and submit questions from their location.

Important:

Important:

We encourage you to submit your proxy prior to the meeting by internet, telephone, or mail. If you later choose to revoke your proxy or change your vote, you may do so by following the procedures outlined in the section titled “Questions and Answers About the Annual Meeting and Voting” in the proxy statement.

If you plan to participate in the Annual Meeting, please see the “Questions and Answers About the Annual Meeting and Voting” section in the proxy statement.

2 executives

Name	Title	Total Compensation
Stephen Hemsley
Wayne DeVeydt

Key Proposals

Election of nine directors
Advisory approval of executive compensation
Ratification of Deloitte & Touche LLP as independent auditor
Shareholder proposal to require any Board Chair to be independent

Proxy Statements (DEF 14A): Pay, Votes, and Board Changes →

04/21/2026 - 05:03 PM

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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934 (Amendment No. )

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Definitive Proxy Statement

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Definitive Additional Materials

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Soliciting Material under §240.14a-12

UnitedHealth Group Incorporated

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Fee paid previously with preliminary materials.

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Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11.

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About UnitedHealth Group

At UnitedHealth Group, our mission is to help people live healthier lives and help make the health system work better for everyone.

We know health care is not working as well as it should. It is too complicated. It is too expensive. And it is unreachable for too many people. So, our talented team members are using our reach, expertise and ingenuity to modernize health care to find solutions for patients, providers, payers and health systems.

We are doctors, nurses, pharmacists, data scientists and so many more, working within two distinct and complementary businesses. Optum brings together clinical expertise, data and innovative products and services to provide comprehensive care, insights and pharmacy services to help individuals and their care teams achieve better health. UnitedHealthcare provides health coverage through individual, employer-sponsored and government programs to support people across all stages of life and improve access to affordable, high-quality care.

Every day, we are evolving our business by deepening our focus on preventive care and advancing our systems, culture and services to help keep people healthy. And we are innovating to make care easier to receive, navigate and afford.

Our goal, put simply, is health care that works better for individuals, families, communities and the country.

Our mission

Helping people live healthier lives and helping make the health system work better for everyone.

Our core values

		Integrity We do the right thing and follow through on our commitments.				Inclusion We welcome, value, hear and respect all voices and diverse points of view.
		Compassion We listen, advocate and act with urgency for each other and those we serve.				Relationships We work together to deepen connections and collaboration for better outcomes.
		Innovation We invent a better future by learning from the past.				Performance We strive for high-quality results in everything we do.

Our Company

Financial Performance

Market Cap:
$299B

Revenue:
$447.6B

Net Earnings:
$12.1B

Fully Diluted Earnings Per
Share:
$13.23

Earnings from Operations:
$19.0B

Cash Flow from Operations:
$19.7B

Return on Equity:
12.8%

Annual Cash Dividend:
$8.84

Our agenda of reform

•

Mission and Culture. We want every decision we make to be in service of helping people live healthier lives and helping make the health system work better for everyone.

•

Intelligent Technologies. The deployment of intelligent technologies will dramatically reduce our operating cost structure, allowing us to offer more affordable health care to our customers and the people we serve.

•

Modernize Health Care. Leading the modernization of how consumers, providers and health systems experience the U.S. health care system will be a core component of the unique value we offer.

•

Market Leading Transparency. We will become even more publicly accountable for our performance and strive every day to improve it.

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April 21, 2026

Letter from the Chair & CEO

Dear Fellow Shareholders,

As a health care company that serves millions of people, we embrace the responsibility of our work and we approach our role with humility, compassion and integrity. At a time of broad challenges facing the health care system, we recognize the approaches we take and decisions we make matter greatly to the people, care providers, benefit sponsors and communities we serve.

Our mission and the culture that supports it is dedicated to compassionate care at the individual level and to help make the system work much better at the broadest level, not only for the people and communities we serve directly but for all Americans.

We have been taking decisive steps to strengthen the enterprise and position it for long-term success in light of the extraordinary pressures facing government benefit programs and the societal imperative to preserve affordability, quality and access for the people we serve.

•

We refocused the organization on U.S. health care, exiting non-U.S. businesses.

•

We have refreshed nearly half of our top 100 leadership roles as we continue to evolve our enterprise to better meet the responsibilities our mission imposes.

•

We have accelerated simplification and modernization, including substantial AI and cybersecurity investments.

•

We have advanced a growing reform agenda across Optum and UnitedHealthcare in areas such as data and process interoperability, prior authorization, transparency, pharmacy practices and more.

•

Our governance practices have continued to strengthen, with the creation of a Public Responsibility Committee of the Board, naming of a new Lead Independent Director and committee chairs, adding a new independent director and accelerating a board development process.

•

We have redoubled community engagement and support, with greater resources at our Foundation and a significant commitment to specific initiatives to improve rural health, expand the health care workforce, strengthen maternal and children’s health and more.

We have made a critical evaluation of our products and services and the differentiated value they bring. We reviewed what is working, what needs more attention and what no longer makes sense and are taking appropriate remedial actions.

We examined every aspect of our business practices and management approaches and are focused on improving how people and care providers experience the health care system and our organization specifically. This involves streamlining processes, cutting administrative barriers, increasing predictability and using technology for faster, more efficient interactions. It requires supporting people more personally — helping them get the right care at the right time in ways and settings that are easier to understand and afford. And it requires greater emphasis on care coordination and prevention to help people stay healthy, not just treating them once they are sick.

These efforts and others are intended to improve the value we offer to all those we serve and drive sustainable growth for many years to come. Our people are rising to this challenge. There is much more to be done.

Priorities for 2026

Looking ahead, we are organizing our efforts around four initial themes for advancing our commitment to help reform, modernize and make health care more affordable.

First, we are focused on a resurgence of our mission and culture. We want every decision we make to be in service of helping people live healthier lives and helping make the health system work better for everyone. We are working to ensure our people feel a part of this societal imperative.

The second theme is an urgent, thoughtful application of intelligent technologies in a secure manner. These efforts hold the promise to help address longstanding needs in health care for simplicity, speed, informed outcomes, consumer empowerment and convenience. The deployment of intelligent technologies offers the potential to dramatically

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reduce our operating cost structures, allowing us to offer more affordable health care to our customers and the people we serve. Given how quickly the environment around AI is evolving, we believe both vision and discipline are critical to how these technologies can positively impact stakeholders. We expect to invest nearly $1.5 billion in these efforts in 2026 and at least that much in 2027. This work is making a difference within our organization today and will be foundational for future pursuits.

Third, we are increasing our efforts to modernize health care. Important elements of this agenda include reducing friction, elevating consumer experiences with consumer-centered product innovation and forging strong partnerships with key health systems. Leading the modernization of how consumers, clinicians and health systems experience the U.S. health care system will be a core component of the value we offer. And we are continuing to work to align key capabilities within UnitedHealthcare and Optum to better deliver our value-based care to those we serve.

Finally, we are taking steps to operate with market leading transparency. We have already published three independent reviews of critical business practices and we have already adopted all recommendations from those reviews. This year we have begun to publish results in additional key areas such as prior authorizations and claim approval rates, performance statistics, data and trends, rebate practices and prices for products and services, key business and core management practices and policies. And we will methodically expand and enrich this transparency as we become even more publicly accountable for our performance and strive every day to improve it.

We are beginning a new era for this enterprise, one in which the pursuit of our mission serves to improve the experience of all stakeholders in the health care system while we continue to focus on delivering sustainable growth, disciplined cost management and value for our shareholders.

On behalf of UnitedHealth Group’s management team, and our dedicated employees, we appreciate your continued support and are always grateful to hear your thoughts.

Sincerely,

Stephen Hemsley
Chair and Chief Executive Officer

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Letter from the Lead Independent Director

Dear Fellow Shareholders,

On behalf of the Board of Directors, we thank you for your continued investment in UnitedHealth Group during this critical period in the Company’s history. Across the organization, we are focusing on what is working, what needs more attention and what no longer makes sense for us. We are driving greater operational disciplines in all our business practices, leveraging the use of technology and artificial intelligence broadly, and renewing our commitment to innovation, agility and accountability.

Executive Leadership Updates and Succession Planning

Following Stephen Hemsley’s appointment as Chief Executive Officer in May 2025, the Company departed from its long-standing practice of having separate individuals as CEO and Chair given the extraordinary circumstances. It is not our intention to continue this practice indefinitely, but we believe having a Chair who is embedded in the leadership of the Company is in the best interests of the Company and its shareholders at this time. The Board has worked closely with him to put the right management team in place to advance initiatives to modernize our cost structure and evolve our operating model to support efficiency and scalability. This includes the appointment of Wayne DeVeydt as Chief Financial Officer in September 2025.

Oversight of succession planning for all executive officers, including the Chief Executive Officer, continues to be a focus for the Board with assistance from outside consultants as needed. Regularly throughout the year, the Board reviews and discusses the performance, development, and succession plans for the Company’s senior executives, with an emphasis on both long-term succession planning and contingency planning for unexpected events.

As part of this initiative, management regularly reviews the top 750 leaders in the Company with the Board and has succession plans in place for over 90% of this leadership group. The Board also engages with these executives as part of Board business, functional reviews, individual meetings and through facilitation of select talent review topics at quarterly Compensation and Human Resources Committee meetings, advancing our directors’ familiarity with the business results and leadership potential of individual management team members.

Board Updates

As part of the Board leadership review and refreshment, in August 2025, the independent directors elected me as Lead Independent Director, succeeding Michele Hooper, who had served in the role since October 2021. The Board also refreshed the leadership and composition of our Audit and Finance, Compensation and Human Resources and Governance Committees to ensure an appropriate balance of fresh, outside perspectives with institutional knowledge and understanding.

The Board also established a new Public Responsibility Committee to reinforce our focus on mission, stakeholder trust and public responsibility. The Public Responsibility Committee is responsible for monitoring and overseeing risk consistent with the Company’s role in improving the health and well-being of society. Its oversight includes a focus on ensuring that key decisions are evaluated not only through the lens of financial performance, but also through their impact on the people we serve, our public reputation and our commitment to act in ways that reflect our mission.

In November 2025, we elected Dr. Scott Gottlieb to the Board. Dr. Gottlieb, the 23rd Commissioner of the U.S. Food and Drug Administration, brings deep policy, clinical and regulatory expertise. His experience at the intersection of public policy, clinical practice and emerging technologies will provide critical strategic insight as the Company continues to advance its role in a more integrated and efficient health care system. His appointment marks the fourth new independent director added to the Board since 2021 and has resulted in an average independent director tenure of 5.6 years, a decline of 61% since 2021.

After many years of extraordinary and distinguished service to the Company and its shareholders, Michele Hooper is not standing for re-election this year. We are deeply grateful to Ms. Hooper for her leadership and benefited greatly from her insights, experience and guidance. The Board continues to assess its composition to ensure that it has the balance of skills and operating experience needed to oversee long-term strategy and provide effective oversight.

Shareholder Outreach and Board Responsiveness

Prior to and following the 2025 Annual Meeting, independent directors led an extensive effort to connect with our shareholders to understand their perspectives and gather their feedback. This feedback was shared with the full Board

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and has helped guide our discussions and decisions. In the following pages, we have outlined the feedback the Board received and the actions we have taken.

The Board values the perspective of our shareholders and is committed to robust, ongoing engagement. We remain grateful for your continued support as we focus on providing strong independent oversight of management’s execution of our strategy to create sustainable shareholder value.

Sincerely,

F. William McNabb III
Lead Independent Director

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2026 Notice of Annual Meeting

Meeting Information

Date

June 1, 2026
11:00 am Eastern Time

Record Date

April 2, 2026

Location

Our Annual Meeting can be accessed virtually at:

http://www.virtualshareholdermeeting.com/UNH2026

Items of Business & Vote Recommendations
Proposal		Board Recommendation
1.	Elect the nine nominees to UnitedHealth Group’s Board of Directors as set forth on page 6 of the proxy statement.		FOR all Nominees
2.	Conduct an advisory vote to approve the compensation paid to the Company’s named executive officers as disclosed on page 72 of the proxy statement (Say-on-Pay vote).		FOR Say-on-Pay
3.	Ratify the appointment of Deloitte & Touche LLP as the independent registered public accounting firm for the Company for the year ending December 31, 2026 as set forth on page 76 of the proxy statement.		FOR Auditor Ratification
4.	Consider the shareholder proposal as set forth on page 77 of the proxy statement, if properly presented at the Annual Meeting.		AGAINST
	We will also transact any other business that properly comes before the Annual Meeting or any adjournments or postponements of the meeting.

		Important Notice Regarding the Availability of Proxy Materials
		IMPORTANT NOTICE REGARDING AVAILABILITY OF PROXY MATERIALS FOR THE ANNUAL MEETING OF SHAREHOLDERS TO BE HELD VIRTUALLY VIA THE INTERNET ON JUNE 1, 2026. The Notice of Internet Availability of Proxy Materials, Notice of Annual Meeting of Shareholders, Proxy Statement and Annual Report are available at: https://www.unitedhealthgroup.com/investors/shareholder-materials.html

Proxy materials are first being mailed to our shareholders and made available at:
https://www.unitedhealthgroup.com/investors/shareholder-materials.html on or about April 21, 2026.
Website addresses included throughout this proxy statement are for reference only. The information contained on our website is not
incorporated by reference into the attached proxy statement.

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Table of Contents

	Proxy Summary					1
	Board Response to Shareholder Feedback					1
	Executive Team Transition					2
	Summary of Compensation Decisions to Support Executive Team Transition					2
	Our Executive Compensation Philosophy					3
	Our Executive Compensation Plan Design is Aligned with our Compensation Program Principles					3
	Alignment of Pay-for-Performance Philosophy and 2025 Incentive Compensation Outcomes					4
	Our Qualified and Refreshed Board					4
	Corporate Governance Highlights					5
	Board of Directors					6
	PROPOSAL 1: Election of Directors					6
	2026 Director Nominees					6
	Director Nomination Process					13
	Optimal Mix of Skills and Expertise of Director Nominees					15
	Board Composition					16
	Board Leadership Structure					17
	Director Independence					18
	Board Committees					19
	Board Meetings and Annual Meeting Attendance					22
	Annual Board and Committee Evaluations					22
	Shareholder Access to Board of Directors					23
	Director Compensation					24
	2025 Director Compensation Table					26
	Corporate Governance					28
	Overview					28
	Code of Conduct: Our Principles of Ethics & Integrity					29
	Compliance and Ethics					29
	Insider Trading Policy					29
	Risk Oversight					30
	Letter from the Compensation and Human Resources Committee					34
	Executive Compensation Summary					36
	Compensation Committee Response to 2025 Say-on-Pay Vote					36
	2025 CEO Compensation					37
	Other Executive Team Transitions					39

	Compensation Discussion and Analysis					41
	Compensation and Human Resources Committee Report					54
	Compensation and Human Resources Committee Interlocks and Insider Participation					54
	2025 Summary Compensation Table					55
	2025 Grants of Plan-Based Awards					57
	Outstanding Equity Awards at 2025 Fiscal Year-End					59
	2025 Option Exercises and Stock Vested					61
	2025 Non-Qualified Deferred Compensation					61
	Executive Employment Agreements					63
	CEO Pay Ratio					67
	Pay vs. Performance					68
	PROPOSAL 2: Advisory Approval of the Company’s Executive Compensation					72
	Audit					73
	Audit and Finance Committee Report					73
	Disclosure of Fees Paid to Independent Registered Public Accounting Firm					75
	Audit and Finance Committee’s Consideration of Independence of Independent Registered Public Accounting Firm					75
	Audit and Non-Audit Services Approval Policy					75
	PROPOSAL 3: Ratification of Independent Registered Public Accounting Firm					76
	Annual Meeting					77
	PROPOSAL 4: Adoption of a Policy to Require Any Board Chair to Be Independent					77
	Questions and Answers About the Annual Meeting and Voting					80
	Householding Notice					87
	Other Matters at Meeting					87
	Other Information					88
	Security Ownership of Certain Beneficial Owners and Management					88
	Certain Relationships and Transactions					90
	Appendix A — Reconciliation of Non-GAAP Financial Measure					92

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Proxy Summary

Board Response to Shareholder Feedback

Following the 2025 Annual Meeting of Shareholders, we reached out to our largest shareholders to understand their perspectives and gather valuable feedback.

Shareholder Outreach Following the 2025 Annual Meeting

We contacted:

shareholders

60%

of outstanding shares

including 12 who voted
against 2025 Say-on-Pay

We had discussions with:

shareholders

51%

of outstanding shares

including 12 who voted
against 2025 Say-on-Pay

Our independent directors, led by the Chairs of both the Compensation and Human Resources Committee and

Audit and Finance Committee, participated in 100% of these discussions.

The following summarizes feedback received, actions taken in response and how these actions protect shareholder value:

Shareholder Feedback

Actions Taken

Impact of Action

Executive Compensation

Strong preference for the use of annual stock awards rather than front-loaded awards going forward

Adopted a policy to not grant front-loaded awards in the future barring extraordinary circumstances, which we do not foresee at this time. We anticipate stock awards, which are part of our executives’ annual target compensation opportunity, will be granted on an annual basis as had been our long-standing practice such that award levels and vehicles can be assessed each year to take into account company and individual performance, organizational priorities, market practice, and shareholder priorities.

Directly responsive to feedback

Enhances transparency to shareholders

Extend vesting and/or holding requirements for Mr. Hemsley’s stock option grant

In February 2026, added a two-year retention requirement to the stock option grant to Mr. Hemsley

Directly responsive to feedback

Net shares acquired cannot be sold before May 2030, i.e., five years after grant date

Increases long-term focus of the award

Strengthens alignment of interests

Mitigates compensation risk

Further align executives’ interests with those of long-term shareholders

Increased CEO stock ownership requirement from 8x to 10x base salary

Increases owner mentality

Strengthens alignment of interests

Corporate Governance

Provide rationale for combining the roles of CEO and Chair

Disclosed rationale for departure from our long-standing practice of having separate individuals as CEO and Chair and clarified that it is not our intention to continue this practice indefinitely

Directly responsive to feedback

Enhances transparency to shareholders

Aligns with best interest of shareholders

Evaluate Board and Committee leadership roles

In August 2025, appointed F. William McNabb III as Lead Independent Director and refreshed key Board Committee Chairs and members

Refreshes independent Board leadership and Committee leadership providing fresh perspectives

2026 Proxy Statement 1

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Shareholder Feedback

Actions Taken

Impact of Action

Enhance risk oversight of the Company’s business

In August 2025, established a new Public Responsibility Committee to monitor and oversee financial, regulatory, and reputational risks that may affect the Company’s operations and mission

Enhance Board oversight of pricing, operational, regulatory and reputational risks

Strengthens our commitment to mission-driven culture of responsibility, integrity and performance

Executive Team Transition

Chief Executive Officer Transition — May 2025

On May 12, 2025, the Board of Directors appointed Stephen Hemsley as CEO following Andrew Witty’s decision to step down as CEO for personal reasons.

Chief Financial Officer Transition — September 2025

On September 2, 2025, Wayne DeVeydt joined the Company as Chief Financial Officer, succeeding John Rex who transitioned from his previous role as President and CFO to a Strategic Advisor role.

Other Named Executive Officer Transitions and Role Expansions

•

In January 2025, Timothy Noel was promoted to CEO of UnitedHealthcare, succeeding Brian Thompson.

•

In April 2025, Patrick Conway, M.D. was promoted to CEO of Optum, succeeding Heather Cianfrocco.

•

Christopher Zaetta’s role was expanded to include responsibility for the Company’s global compliance team.

Summary of Compensation Decisions to Support Executive Team Transition

2025 CEO Compensation Arrangement

Base Salary

$1,000,000 per year

Annual Incentive

No annual cash incentive

Stock Incentives

2026

2027

2028

2029

2030

- Stock Options

$60,000,000 cliff-vesting on May 14, 2028

Additional two-year holding requirement; any net shares acquired may not be sold before May 14, 2030

- Annual Stock

No annual stock incentives for the duration of the stock option vesting period (first three years)

		2025 CFO Compensation Arrangement
		Base Salary				$1,000,000 per year
		Annual Incentive				Target incentive of 2x Base Salary
		Stock Incentives				In aggregate: $8,000,000 ($5,000,000 inducement + $3,000,000 pro-rated annual stock award)
		- Stock Options				$3,250,000 four-year ratable vesting
		- Performance Shares				$1,500,000 three-year cliff vesting covering the 2026-2028 performance period
		- Restricted Stock Units				$3,250,000 four-year ratable vesting
		One-Time Cash Award				$1,200,000 to replace compensation forfeited upon joining the Company

2026 Proxy Statement 2

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Other NEO Compensation Arrangement

For details of the compensation arrangements to other Named Executive Officers (NEOs), please see sections titled, “Other Named Executive Officer Transitions and Role Expansions” and “December 2025 Performance Improvement Awards.”

Our Executive Compensation Philosophy

Our compensation program principles are based on our executive compensation philosophy and objectives:

		Compensation Philosophy, Principles and Objectives
						Pay for performance: Align the economic interests of our executives with those of our shareholders through achievement of enterprise-wide goals, sustained performance and positive shareholder returns.
						Enhance the long-term value of the business with executive pay weighted toward long-term compensation to promote long-term shareholder value creation and minimize excessive risk-taking.
						Reward performance that advances the Company’s mission, supports the Company’s values and emphasizes collaboration among executive officers while also recognizing individual performance.
						Attract and retain highly qualified executives through competitive pay and standard employee benefits with limited executive only benefits or perquisites.

Our Executive Compensation Plan Design is Aligned with our Compensation Program Principles

Plan Design

Pay for
Performance

Enhance
long-term value

Sustained
performance

Competitive
Pay

More than 90% of executive compensation is delivered in the form of annual and long-term incentives

At least 75% of the long-term incentives are in the form of performance-based stock (inclusive of awards delivered in stock options and performance shares)

Performance-based incentives use a balanced set of performance measures, with different metrics used for annual and long-term incentives

Double-trigger accelerated vesting of stock compensation awards

Policy to not provide cash severance exceeding 2.99x the sum of base salary and bonus to executives

All long-term incentive awards are denominated and settled in stock

Adopted clawback policies for (i) recoupment of incentive compensation in accordance with SEC and NYSE rules, and (ii) recoupment of cash or stock compensation in the event of fraud or misconduct causing material restatement, material detrimental conduct or violation of non-compete, non-solicit or confidentiality provisions

Insider trading policy prohibits hedging and pledging of shares by directors and executives

Stock retention policy generally requires executive officers to hold, for at least one year, one-third of the net shares acquired upon vesting or exercise of any stock compensation award

2026 Proxy Statement 3

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Alignment of Pay-for-Performance Philosophy and 2025 Incentive Compensation Outcomes

Aligning the economic interests of our executives with those of our shareholders through the Company’s pay-for performance philosophy is a fundamental tenet of the Company’s incentive compensation plan design principles.

In support of the Company’s pay-for-performance philosophy and with respect to 2025 incentive compensation, the Committee took the following actions:


		2025 annual incentive plan Below target payout (payouts ranging from 0 — 88% of target)				2023-2025 performance shares 0% payout (threshold performance not met)

Our Qualified and Refreshed Board

Director Independence

89%

Percentage of directors who are independent

Board Refreshment

44%

Percentage of Board appointed since 2021

4 independent directors

Independent Director Tenure Decline

61%

From 14.3 years in 2021

To 5.6 years in 2026

Board Qualifications

2026 Proxy Statement 4

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Board Refreshment Has Enhanced Skills and Expertise

Health Care Industry	Large Complex Organizations	Technology / Business Processes
2	4	4
Number of new independent directors with this expertise	Number of new independent directors with this expertise	Number of new independent directors with this expertise
Government & Regulatory	Capital Markets	Finance
2	3	4
Number of new independent directors with this expertise	Number of new independent directors with this expertise	Number of new independent directors with this expertise

Corporate Governance Highlights

		Governance Principle				Governance Practice
		Accountability to Shareholders				Single class of stock with one vote per share
						Annual elections for all directors
						Majority voting standard for uncontested elections of directors
						Shareholders can call special meetings and act by written consent
						Proxy access for shareholders
						No supermajority vote requirements
						No shareholder rights plan (“poison pill”)
		Independent Oversight				All directors except the CEO are independent
						Lead Independent Director with clearly defined and robust duties and responsibilities
						Executive sessions at all quarterly Board and Committee meetings
						All standing Board Committees comprised solely of independent directors
		Effective Board Practices & Policies				Rigorous annual review of desired skills and attributes of directors/nominees
						Annual written Board and Committee evaluations supplemented by interviews by an independent consultant every third year
						Director orientation and continuing education
						Limits on board member service on other public company boards
		Risk Mitigation & Alignment of Interests				Robust share ownership guidelines for directors and executives
						Clawback policy enables recoupment of cash and stock-based incentives
						Comprehensive Code of Business Conduct and Principles of Governance
						Requirement to disclose any potential conflict of interest related to health care transactions or activities, including the acquisition of a material financial interest in the health care industry
						Related-Person Transactions Approval Policy and Insider Trading Policy

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Board of Directors

PROPOSAL 1: Election of Directors

Our Board of Directors has nominated nine people for election at the 2026 Annual Meeting to serve as directors until the next annual meeting and the election of their successors. All nominees are currently directors and have agreed to be named in this proxy statement and serve if elected. After many years of exceptional service to the Board, Michele Hooper is not standing for election this year.

In accordance with our Principles of Governance, each nominee has also tendered an irrevocable offer to resign as a director, which would become effective if the director fails to receive a majority vote for election at the Annual Meeting and if our Board accepts the director’s offer to resign. Please see the “Corporate Governance” section of this proxy statement for additional details on this policy. All nominees are expected to attend the 2026 Annual Meeting. All nine then-current directors attended the 2025 Annual Meeting. We ask for your vote for each nominee at our 2026 Annual Meeting.

2026 Director Nominees

The following is a brief biographical description of each director nominee. A “Skills Matrix” listing the areas of expertise held by each director and which, in part, led the Board to conclude each respective director should continue to serve as a member of the Board, is included on page 15.

The Board of Directors recommends you vote FOR the election of each nominee. Executed proxies will be voted FOR the election of each nominee unless you specify otherwise.

Director	Age	Background	Director Since
Charles Baker	69	President, National Collegiate Athletic Association	2023
Timothy Flynn	69	Former Chair, KPMG International	2017
Paul Garcia	73	Retired Chair and CEO, Global Payments, Inc.	2021
Kristen Gil	54	Former Vice President and Business Finance Officer, Alphabet, Inc.	2022
Scott Gottlieb, M.D.	53	Former Commissioner of the Food and Drug Administration	2025
Stephen Hemsley	73	Chair and CEO, UnitedHealth Group	2000
F. William McNabb III	68	Former Chairman and CEO, The Vanguard Group, Inc.	2018
Valerie Montgomery Rice, M.D.	64	President and CEO, Morehouse School of Medicine	2017
John Noseworthy, M.D.	74	Former CEO and President, Mayo Clinic	2019

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Charles Baker

Director Since:
2023

Age:
69

Committees:
Audit and Finance
Governance (Chair)
Public Responsibility

Other Public Directorships:
None

Expertise Provided to the Board:
Charles Baker has extensive public sector and health care leadership experience stemming from serving as Governor of the Commonwealth of Massachusetts and CEO of Harvard Pilgrim Health Care. This experience, combined with a deep understanding of financial management and health policy, gives the Board a broad perspective that delivers effective oversight of our corporate strategy, health care policy and large-scale operations.

Career Highlights:

–

2023 to Current: President of the National Collegiate Athletic Association

–

2015 to 2023: Governor of the Commonwealth of Massachusetts

–

2011 to 2014: Executive in Residence, General Catalyst Partners

–

1999 to 2009: CEO of Harvard Pilgrim Health Care

Skills and Qualifications:

Capital Markets

Corporate Governance

Digital Communication

Finance

Government & Regulatory

Health Care Industry

Large Complex Organizations

Technology / Business Processes

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Timothy Flynn

Director Since:
2017

Age:
69

Committees:
Audit and Finance (Chair)
Governance
Public Responsibility

Other Public Directorships:
Walmart Inc.

Expertise Provided to the Board:
Timothy Flynn has expertise in financial reporting, audit and enterprise risk management, as well as years of work with large, complex public companies. With a career spanning over four decades, including as Chairman of KPMG International and CEO of KPMG LLP, Mr. Flynn has proven experience navigating complex, multinational business environments and leading critical audit and advisory functions. This background, coupled with his directorship experience at major public companies including JP Morgan, enhances the Board’s oversight of financial strategy, enterprise risk and corporate governance.

Career Highlights:

–

1979 to 2011: Served in numerous roles with increasing responsibility at KPMG, including:

◦

Chairman (KPMG International) from 2007 to 2011

◦

CEO (KPMG LLP) from 2005 to 2008

◦

Global Managing Partner, Audit, from 2001 to 2005

◦

Global Managing Partner, Human Resources, from 1998 to 2000

Skills and Qualifications:

Capital Markets

Corporate Governance

Direct Consumer Markets

Finance

Government & Regulatory

Large Complex Organizations

Technology / Business Processes

Paul Garcia

Director Since:
2021

Age:
73

Committees:
Compensation and Human Resources (Chair)
Public Responsibility

Other Public Directorships:
Deluxe Corp.
Repay Holdings Corp.

Expertise Provided to the Board:
Paul Garcia brings to the Board significant executive leadership and technological expertise, cultivated during his career in the electronic payment processing industry. As the former Chairman and Chief Executive Officer of Global Payments Inc. and former President and CEO of NaBanco, Mr. Garcia possesses significant experience at large, complex corporations with high transaction volumes. His executive acumen, enriched by his directorship at major financial and data-driven public companies, strengthens the Board’s oversight of technology strategy, operations and corporate governance.

Career Highlights:

–

1999 to 2014: Chairman and CEO of Global Payments Inc.

–

1982 to 1995: President & CEO of NaBanco

Skills and Qualifications:

Capital Markets

Corporate Governance

Direct Consumer Markets

Finance

Large Complex
Organizations

Technology /
Business Processes

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Kristen Gil

Director Since:
2022

Age:
54

Committees:
Audit and Finance

Other Public Directorships:
None

Expertise Provided to the Board:
Kristen Gil has extensive strategic, operational and financial leadership experience developed during her tenure at Alphabet Inc. As the former Vice President and Business Finance Officer at Google, Ms. Gil directed financial strategy and business operations across critical innovation sectors, including Google’s Research and Health segment. Ms. Gil’s financial and strategic expertise in rapidly evolving sectors is further bolstered by her roles at Marketron International and McKinsey & Company and strengthens the Board’s oversight of finance and corporate strategy. Her directorship experience at Proofpoint, Inc. enhances the Board’s cybersecurity and public company expertise.

Career Highlights:

–

2007 to 2024: Served in numerous roles with increasing responsibility at Alphabet, Inc., including:

◦

Vice President, Business Finance Officer from 2018 to 2023

◦

Roles within business operations, strategy and finance for Google Search, Maps, Research & AI and Sustainability

–

2000 to 2007: General Manager at Marketron International

–

1997 to 1999: Management Consultant at McKinsey & Company

Skills and Qualifications:

Digital Communication

Direct Consumer Markets

Finance

Large Complex Organizations

Technology / Business Processes

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Scott Gottlieb, M.D.

Director Since:
2025

Age:
53

Committees:
Health and Clinical Practice Policies
Public Responsibility

Other Public Directorships:
Pfizer, Inc.
Tempus AI, Inc.
Illumina, Inc.

Expertise Provided to the Board:
Dr. Scott Gottlieb has extensive clinical, regulatory and health care expertise, drawn from his distinguished career in public service and the private sector. As the 23rd Commissioner of the U.S. Food and Drug Administration, and current Senior Fellow at the American Enterprise Institute, Dr. Gottlieb possesses a unique understanding of national health care policy, patient care and complex regulatory environments. Dr. Gottlieb’s public service, coupled with venture capital experience at New Enterprise Associates, strengthens the Board’s oversight of health care innovation, corporate strategy and the complex regulatory environment.

Career Highlights:

–

2019 to Current: Senior Fellow at the American Enterprise Institute

–

2019 to Current: Special Partner at New Enterprise Associates

–

2003 to 2019: Served in numerous roles with increasing responsibility at the U.S. Food & Drug Administration, including:

◦

2017 to 2019: Commissioner

◦

2005 to 2007: Deputy Commissioner for Medical and Scientific Affairs

◦

2004: Director of Medical Policy Development

◦

2003 to 2004: Senior Advisor to the Commissioner for Medical Technology

Skills and Qualifications:

Capital Markets

Clinical Practice

Corporate Governance

Digital Communication

Finance

Government & Regulatory

Health Care Industry

Large Complex Organizations

Technology / Business Processes

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Stephen Hemsley

Director Since:
2000

Age:
73

Committees:
None

Other Public Directorships:
None

Expertise Provided to the Board:
Stephen Hemsley brings to the Board vast company and health care institutional knowledge, accomplishments and strategic vision, forged over his nearly three decades of leadership at UnitedHealth Group. Mr. Hemsley possesses an unparalleled understanding of our complex enterprise and its culture and the broader health care and social sectors. This, combined with his foundational financial expertise as a former Managing Partner and CFO at Arthur Andersen, ensures the Board benefits from highly informed oversight of corporate strategy and enterprise-wide execution.

Career Highlights:

–

1997 to Current: UnitedHealth Group Incorporated

◦

2025 to Current: Chair and CEO

◦

2019 to 2025: Non-Executive Chair

◦

2017 to 2019: Executive Chair

◦

2006 to 2017: CEO

◦

1999 to 2014: President

◦

1997 to 2006: COO

–

1974 to 1997: Managing Partner and CFO at Arthur Andersen

Skills and Qualifications:

Capital Markets

Corporate Governance

Finance

Government & Regulatory

Health Care Industry

Large Complex Organizations

Technology / Business Processes

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F. William McNabb III (Lead Independent Director)

Director Since:
2018

Age:
68

Committees:
Compensation and Human Resources

Other Public Directorships:
International Business Machines Corp.

Expertise Provided to the Board:
F. William McNabb III brings to the Board extensive global financial expertise, highlighted by his more than three-decade career, including as Chairman and CEO of The Vanguard Group, Inc. Having led one of the world’s largest investment management companies, Mr. McNabb possesses a unique, shareholder-centric understanding of financial markets, enterprise risk management and the operational dynamics of scaling a complex, global organization. This perspective significantly enhances the Board’s oversight of our financial reporting, capital allocation, corporate accountability and strategic risk.

Career Highlights:

–

1986 to 2018: Served in numerous roles with increasing responsibility at The Vanguard Group, including:

◦

2008 to 2017: CEO (Chairman from 2008 to 2018)

◦

1986 to 2008: Various roles including Principal, Managing Director and President

Skills and Qualifications:

Capital Markets

Corporate Governance

Digital Communication

Direct Consumer Markets

Finance

Government & Regulatory

Large Complex Organizations

Technology / Business Processes

Valerie Montgomery Rice, M.D.

Director Since:
2017

Age:
64

Committees:
Compensation and Human Resources
Health and Clinical Practice Policies (Chair)

Other Public Directorships:
None

Expertise Provided to the Board:
Dr. Valerie Montgomery Rice has significant clinical, academic, management and public health leadership experience, including through her role as President and Chief Executive Officer of the Morehouse School of Medicine. As a renowned physician, medical researcher and institutional leader, Dr. Montgomery Rice’s provides a critical perspective on public health policy and clinical research. This expertise deepens the Board’s oversight of corporate strategy and operations, especially clinical operations, in the health care industry.

Career Highlights:

–

2011 to Current: Morehouse School of Medicine

◦

2021 to Current: President & CEO (President since 2014)

◦

2011 to 2021: Dean

–

2005 to 2011: Founding Director of the Center for Women’s Health Research at Meharry Medical College

–

2006 to 2009: Dean of the School of Medicine and SVP of Health Affairs at Meharry Medical College

Skills and Qualifications:

Clinical Practice

Government & Regulatory

Health Care Industry

Large Complex Organizations

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John Noseworthy, M.D.

Director Since:
2019

Age:
74

Committees:
Compensation and Human Resources
Health and Clinical Practice Policies

Other Public Directorships:
None

Expertise Provided to the Board:
Dr. John Noseworthy provides the Board with significant clinical and executive leadership expertise, anchored by his tenure as President and CEO of Mayo Clinic, one of the world’s largest and most renowned academic health systems. Dr. Noseworthy possesses a rare understanding of patient care delivery, medical research and complex, large-scale provider operations. Dr. Noseworthy’s background as a physician and clinical researcher, combined with his global perspective as a Health Governor of the World Economic Forum, significantly enhances the Board’s oversight of corporate strategy and operations in the health care industry.

Career Highlights:

–

1990 to 2018: Mayo Clinic

◦

2009 to 2018: President & CEO

◦

2006 to 2009: Vice Chair of the Mayo Clinic Rochester Board

◦

1997 to 2006: Chair of the Department of Neurology

◦

1992 to 2018: Professor in the Department of Neurology at the College of Medicine & Science

Skills and Qualifications:

Clinical Practice

Corporate Governance

Digital Communication

Direct Consumer Markets

Government & Regulatory

Health Care Industry

Large Complex Organizations

Technology / Business Processes

Director Nomination Process

Criteria for Nomination to the Board

Our Board’s Governance Committee establishes the optimal skills and experiences the Board should have to align it with our Company’s long-term strategic plan and the best interests of our shareholders and stakeholders.

The Skills Matrix identifies the core skills and experiences every member of the Board should have and the collective expertise the Board believes is important for oversight of the Company. This core director criteria includes:

•

Independence under the Company’s Standards for Director Independence and New York Stock Exchange (NYSE) corporate governance rules (other than the CEO and, at times, Chair of the Board);

•

Service on no more than three other public company boards, with our Chief Executive Officer limited to no more than one other public company board;

•

High integrity and ethical standards;

•

Standing and reputation in the individual director’s field;

•

Ability to oversee risks within the individual director’s particular skill set;

•

Understanding of and experience with complex public companies or like organizations; and

•

Ability to work collegially and collaboratively with other directors and management.

Each of our director nominees satisfies all of these criteria.

All director nominees were elected by our shareholders at the 2025 Annual Meeting except for Scott Gottlieb, M.D., who was elected unanimously by the Board in November 2025 after the Governance Committee had considered a number

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of potential candidates. He was initially recommended as a potential director candidate by an independent search firm with recommendations from multiple independent consultants.

Search Process for New Directors

The Governance Committee screens and recommends candidates for nomination by the Board and maintains an active director candidate pipeline, which reflects our continuing commitment to diverse talents, backgrounds, experiences and perspectives among directors. The Governance Committee engages an independent search firm and independent consultants to build a robust director pipeline and evaluate the candidates. The Governance Committee will also consider recommendations submitted by shareholders for director candidates. Recommendations should be directed to the Corporate Secretary.

Before any new independent director is appointed, the Governance Committee considers a wide slate of potential candidates. We also engage an independent search firm to identify and evaluate potential candidates. Each eventual nominee was selected due to his or her overall skills and experience.

[MISSING IMAGE: tb_searchprocess-pn.jpg]

Nominating Advisory Committee

The Board of Directors formed the Nominating Advisory Committee in 2006 to provide the Governance Committee with additional input from shareholders and others concerning the appropriate and desired characteristics of director candidates and the composition of the Board of Directors. The key features of the Skills Matrix are also discussed with members of our Nominating Advisory Committee, and their feedback is considered by the Governance Committee when it updates the Skills Matrix. The Governance Committee considers input provided by the Nominating Advisory Committee. The Nominating Advisory Committee is expected to include individuals who are or represent a shareholder of the Company who holds a significant number of shares or who are representatives of the medical community. Members of the Nominating Advisory Committee do not receive any compensation from the Company for serving on the Nominating Advisory Committee. A description of the Nominating Advisory Committee, including a description of how the members of the Nominating Advisory Committee are nominated and selected, can be found on our website at https://www.unitedhealthgroup.com/investors/standards.html.

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Optimal Mix of Skills and Expertise of Director Nominees

The Skills Matrix identifies the optimal skills and experience that the Board as a whole should have. The following table displays these skills and areas of expertise of each nominee. If an individual director is not listed as having a particular attribute, it does not signify an individual’s lack of ability to contribute in that specific area. Rather, it is intended to depict notable areas of capability.

Baker

Flynn

Garcia

Gil

Gottlieb, M.D.

Hemsley

McNabb III

Montgomery Rice,
M.D.

Noseworthy, M.D.

Capital Markets

Expertise in global financial markets and institutional investing ensures the Board can effectively oversee capital deployment, financing strategies and long-term shareholder value creation

Clinical Practice

Direct experience in patient care and clinical leadership ensures our strategic decisions prioritize clinical quality standards, patient safety and health outcomes

Corporate Governance

Outside public board experience strengthens the collective understanding of governance principles, ensuring accountability, effective oversight and the protection of shareholder interests

Digital Communication

Proficiency in enhanced digital communications supports our focus on simplifying patient outreach, improving access to information and educating consumers in the modern age

Direct Consumer Markets

Experience in consumer-focused markets provides essential guidance on anticipating customer needs, improving the patient and member experience and strengthening our competitive position

Finance

Strong financial acumen enhances the Board’s ability to oversee the company’s financial health, capital allocation priorities and financial reporting standards

Government & Regulatory

A deep understanding of government operations and regulatory environments provides critical insight into navigating complex health care policies, Medicare/Medicaid programs and compliance

Health Care Industry

Relevant industry experience enables the Board to effectively navigate industry dynamics, assess competitive threats and guide our long-term strategy in a rapidly evolving market

Large Complex Organizations

Senior leadership experience in large, complex corporations provides an essential perspective that helps to guide our corporate strategy, manage enterprise risk and drive operational effectiveness at scale

Technology / Business Processes

Expertise in complex systems and technology is crucial for overseeing our enterprise technology strategy, mitigating cybersecurity risks and optimizing operational efficiency

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Board Composition

UnitedHealth Group seeks diverse talents, backgrounds, experiences and perspectives for its Board. These considerations are factors in the director nomination process and are assessed annually. Our Governance Committee also strives to maintain a balance of tenure on the Board. Long-serving directors bring valuable familiarity with the successes and challenges the enterprise has faced over the years, while newer directors contribute fresh perspectives. The Governance Committee maintains an active recruiting pipeline of potential director candidates based upon skills, experience and background.

For this year’s election, the Board has nominated nine individuals. All are incumbent directors who collectively bring tremendous expertise to the Board in their professional experience, perspectives, skills and background. Each nominee is a strategic thinker and has varying, specialized experience in the areas relevant to the Company and its businesses. Moreover, their collective experience covers a wide range of industries, including health care and clinical practice, insurance, consumer products, technology, capital markets and financial services and roles in academia, corporate governance and government.

Director Independence

89%

Percentage of directors who are
independent

Board Refreshment

44%

Percentage of Board appointed since
2021

4 independent directors

Independent Director Tenure Decline

61%

From 14.3 years in 2021

To 5.6 years in 2026

Skills added to the Board over the last five years:

Health Care Industry

Number of new independent directors with this expertise

Large Complex Organizations

Number of new independent directors with this expertise

Technology / Business Processes

Number of new independent directors with this expertise

Government & Regulatory

Number of new independent directors with this expertise

Capital Markets

Number of new independent directors with this expertise

Finance

Number of new independent directors with this expertise

Independent Director Refreshment Timeline (2021 to date)

[MISSING IMAGE: fc_independentdirector-pn.jpg]

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Board Leadership Structure

Our Board has a long-standing history of policies and practices designed to foster independence in its leadership structure. While our Board maintained separate individuals as CEO and Chair for nearly 20 years, given the extraordinary circumstances the Company faced last year, our Board determined that we and our shareholders were best served by appointing Stephen Hemsley as CEO and Chair, in combination with a strong Lead Independent Director.

The Board regularly evaluates its leadership structure to ensure that it continues to best serve the needs of the Company and its shareholders. Our Board believes it serves the Company and shareholders best if it is able to define the Board’s optimal leadership structure both for a given moment in time and to ensure the continuity of independent Board leadership.

Our Bylaws require that should the Chair not be an independent director, the independent directors of the Board shall by majority vote appoint a Lead Independent Director. Our Principles of Governance empower the Lead Independent Director role with specific duties and responsibilities to ensure that the role serves as a robust counterbalance to a non-independent Chair of the Board. The Board believes that these provisions and flexibility are vital as they allow the Board to balance changed circumstances with the long-term needs of our business and interests of our shareholders.

In August 2025, as part of its annual review and leadership succession plan, the independent directors of the Board elected F. William McNabb III to serve as Lead Independent Director replacing Michele Hooper who had served in that role since October 2021. The Board believes that his extensive board experience and expertise in corporate governance qualifies him to lead the Board’s independent oversight of management.

Our Lead Independent Director’s duties and independent authority are outlined in our Principles of Governance and below.

		Lead Independent Director role
		Board Leadership and Meeting Oversight				• Preside at all meetings of the Board at which the Chair is not present and at executive sessions of the Board’s Independent Directors • Meet individually with the Chair after each regularly scheduled Board meeting • Call meetings of the independent directors, as appropriate, and, if needed, the entire Board • Approve the agendas and meeting schedules for Board meetings with the Chair • Coordinate the preparation of agendas and materials for executive sessions of the Board’s independent directors
		Independent Director Coordination				• Serve as the principal liaison between the independent directors and the Chair • Facilitate open dialogue among the independent directors during Board meetings, executive sessions and outside of Board meetings • Communicate to the Chair any decisions, suggestions, views, or concerns of the independent directors in executive sessions or outside of Board meetings • Meet periodically with individual independent directors to discuss Board and Committee performance, effectiveness and composition
		Governance and Board Effectiveness				• Assist the Chair of the Governance Committee in reviewing and reporting on the results of Board and Committee performance self-evaluations • Interview, along with the Governance Committee Chair, all Board candidates and make recommendations to the Governance Committee
		Board Operations and Committee Support				• Serve, as needed, as an ex officio member of each Board Committee and assist Board Committee Chairs • Ensure the appropriateness (including quality and quantity) and timeliness of information provided to the Board • Where appropriate, support the Company in interactions with shareholders and regulators in consultation with the Chair

Additionally, our independent directors meet in executive session without members of management present at each regular quarterly Board and Committee meeting and when necessary during telephonic meetings.

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Director Independence

Our Board of Directors has adopted the Company’s Standards for Director Independence, which are available at https://www.unitedhealthgroup.com/investors/standards.html. The Standards for Director Independence align with the independence standards set by the New York Stock Exchange (NYSE).

Our Board of Directors has determined director nominees Charles Baker, Timothy Flynn, Paul Garcia, Kristen Gil, Scott Gottlieb, M.D., F. William McNabb III, Valerie Montgomery Rice, M.D. and John Noseworthy, M.D. are each independent under the NYSE rules and the Company’s Standards for Director Independence. They have no material relationships with the Company that would prevent these directors from being considered independent.

To determine independence consistent with the Company’s Standards for Director Independence, the Board of Directors considered, among other factors, any business relationships between the Company and our directors and nominees, their immediate family members (as defined by the NYSE) and their affiliated organizations. The Board of Directors considered whether any director or any nominee was a director, partner, significant shareholder or executive officer of an organization that has a relationship with the Company and considered charitable contributions the Company or its affiliates made to organizations with which such directors or nominees are or have been associated. In particular, the Board of Directors evaluated the following relationships and determined such relationships were in the normal course of business and did not impair the directors’ ability to exercise independent judgment:

•

Dr. Valerie Montgomery Rice is President and Chief Executive Officer of Morehouse School of Medicine. Morehouse School of Medicine paid the Company approximately $371,500 for claims software, equipment, maintenance, licenses and subscriptions in 2025. The Company paid Morehouse School of Medicine approximately $1,700,000 for services as a network care provider and made $250,000 in charitable contributions in 2025. Total amounts paid by the Company to Morehouse School of Medicine during 2025 were substantially less than 1% of Morehouse School of Medicine’s total revenues for 2025. Dr. Montgomery Rice was not directly involved in these transactions.

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Board Committees

The Board of Directors has established five standing Committees as listed in the table below. These Committees help the Board fulfill its responsibilities and assist the Board in making informed decisions. Each Committee operates under a written charter and evaluates its charter and Committee performance annually.

The following table identifies the chair and members of each Committee:

Director

Audit and
Finance

Compensation
and Human
Resources

Governance

Health and
Clinical Practice
Policies

Public
Responsibility

Charles Baker

Timothy Flynn

Paul Garcia

Kristen Gil

Scott Gottlieb, M.D.

Stephen Hemsley

Michele Hooper(1)

F. William McNabb III(2)

Valerie Montgomery Rice, M.D.

John Noseworthy, M.D.

Member * Financial Expert [MISSING IMAGE: ic_chair-pn.jpg]

Chair

(1)

Reflects current committee membership. Michele Hooper is not standing for election at the 2026 Annual Meeting. Scott Gottlieb, M.D. will serve as Chair of the Public Responsibility Committee and F. William McNabb III will serve as a member of the Governance Committee, succeeding Ms. Hooper, effective June 1, 2026.

(2)

F. William McNabb III is our Lead Independent Director and an ex-officio member of all Board Committees. As an ex-officio member, Mr. McNabb has a standing invitation to attend each Committee meeting but does not count for quorum purposes or vote on Committee matters.

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		Audit and Finance Committee			Meetings Held in 2025: 9
		Committee Members: Timothy Flynn (Chair), Charles Baker and Kristen Gil The Audit and Finance Committee operates as a direct line of communication between the Board of Directors and our independent registered public accounting firm, as well as our internal audit, compliance and legal personnel.
		Primary Responsibilities include:
		Selecting and retaining of the independent registered public accounting firm Overseeing financial reporting, internal controls and public disclosure Reviewing and assessing the effectiveness of the Company’s policies, procedures and resource commitments in the areas of compliance, ethics, privacy and cybersecurity and the Company’s management of litigation, investigations, or other proceedings Overseeing the Company’s artificial intelligence framework, including oversight of the Company’s governance mechanisms to monitor, identify and mitigate potential risks associated with the deployment of artificial intelligence Overseeing management’s processes to identify and quantify material risks facing the Company, management’s investing and financing policies and practices, sustainability investment criteria and assurance of sustainability disclosures Establishing procedures concerning the receipt, retention and treatment of complaints regarding accounting, internal accounting controls and auditing matters
		Independence: Each of the Audit and Finance Committee members is an independent director under the NYSE listing standards. The Board of Directors has determined Timothy Flynn, Charles Baker and Kristen Gil are audit committee financial experts as defined by the Securities and Exchange Commission (SEC) rules.

		Compensation and Human Resources Committee			Meetings Held in 2025: 8
		Committee Members: Paul Garcia (Chair), F. William McNabb III, Valerie Montgomery Rice, M.D. and John Noseworthy, M.D. The Compensation and Human Resources Committee establishes employment arrangements with our CEO and other executive officers, conducts an annual performance review of the CEO and reviews and monitors director compensation programs and the Company’s stock ownership guidelines.
		Primary Responsibilities include:
		Overseeing our policies and practices related to total compensation for executive officers Administering our incentive and stock compensation-based plans Overseeing the risk associated with our compensation practices and plans Overseeing human capital management
		Independence: Each of the Compensation and Human Resources Committee members is an independent director under the NYSE listing standards and a non-employee director under the SEC rules.

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		Governance Committee			Meetings Held in 2025: 4
		Committee Members: Charles Baker (Chair), Timothy Flynn and Michele Hooper(1) The Governance Committee oversees Board processes and corporate governance matters, including related risks.
		Primary Responsibilities include:
		Identifying and nominating individuals to be proposed as director nominees at each annual meeting of shareholders or to fill Board vacancies Conducting the Board evaluation process Evaluating the categorical standards which the Board of Directors uses to determine director independence Overseeing sustainability policies and practices, including identifying key sustainability topics and how the Board and its Committees provide oversight of sustainability areas Monitoring and evaluating corporate governance practices Reviewing political contributions at least semi-annually Monitoring the Company’s advocacy and lobbying processes and activities, including key trade associations and coalition memberships Overseeing the Company’s public policy and government relations activities and external relations functions and activities
		Independence: Each of the Governance Committee members is an independent director under the NYSE listing standards.

(1)

Reflects current committee membership. Michele Hooper is not standing for election at the 2026 Annual Meeting. F. William McNabb III will serve as a member of the Governance Committee, succeeding Ms. Hooper, effective June 1, 2026.

		Health and Clinical Practice Policies Committee			Meetings Held in 2025: 4
		Committee Members: Valerie Montgomery Rice, M.D. (Chair), Scott Gottlieb, M.D., Michele Hooper(1) and John Noseworthy, M.D. The Health and Clinical Practice Policies Committee is responsible for assisting the Board of Directors in fulfilling its health care-related oversight responsibilities
		Primary Responsibilities include:
		Overseeing management’s initiatives to expand access to care, improve health care affordability, clinical care and patient safety, enhance health care experience, achieve better outcomes, advance health optimization and reduce health disparities Overseeing, in collaboration with management and other Board Committees, the identification, evaluation and monitoring of the implementation of legislative, regulatory and policy issues, both domestic and international, that affect or could affect the Company’s business reputation, business activities and performance Ensuring consistency of the Company’s policies and positions with its public policy priorities Overseeing the responsible and ethical application of artificial intelligence in support of modernizing and improving the health care system Independence: Each of the Health and Clinical Practice Policies Committee members is an independent director under the NYSE listing standards.

(1)

Reflects current committee membership. Michele Hooper is not standing for election at the 2026 Annual Meeting.

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		Public Responsibility Committee			Meetings Held in 2025: 1
		Committee Members: Michele Hooper(1) (Chair), Charles Baker, Timothy Flynn, Paul Garcia and Scott Gottlieb, M.D. The Public Responsibility Committee is responsible for monitoring and overseeing risk associated with the Company’s operations, recognizing that the Company’s mission involves improving the health and well-being of society. The Committee recognizes that our place in society requires a societal responsibility lens.
		Primary Responsibilities include:
		Overseeing the Company’s transparency initiatives, including the independent review process Ensuring the Company’s relationships with its regulators are open and transparent and that the Company’s operations remain consistent with the Company’s legal and regulatory requirements Overseeing risk associated with public perceptions of the Company’s business processes Overseeing the Company’s merger and acquisition strategy to ensure that it aligns with our mission Independence: Each of the Public Responsibility Committee members is an independent director under the NYSE listing standards.

(1)

Board Meetings and Annual Meeting Attendance

All nominees are expected to attend the 2026 Annual Meeting. In 2025, the Board of Directors held 22 meetings. All current directors attended at least 97% of the meetings. All nine then-current directors attended last year’s annual meeting.

Annual Board and Committee Evaluations

The Governance Committee oversees the Board and Committee evaluation process. In addition, the Chair of the Board and the Lead Independent Director meet regularly with individual directors to discuss Board and Committee performance, effectiveness and composition.

Evaluation Format

Feedback Review

Board/Committee Actions in
Response

Each director completes a written evaluation annually and is interviewed every third year by an independent consultant, who also reviews feedback and provides a report in the other years.

The feedback received from the interviews is compiled anonymously and reviewed and discussed by the Board and each Committee in executive sessions at their meetings held in the first quarter of each year and, as appropriate, addressed with management.

The Board and each Committee consider the results and identify ways that Board and Committee processes and effectiveness could be enhanced. Changes to the Board’s and each Committee’s practices and agenda topics are implemented as appropriate. The Board monitors proposed actions to evaluate whether improvements are implemented and effective.

Key Topics for written evaluations and interviews

•

Board and Committee performance

•

Board and Committee operations and structure

•

Oversight of business strategy

•

Results and operations

•

Succession planning and talent development

•

Agenda topics for future meetings

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As part of director feedback received through the annual evaluation process, the Board continues to place a focus on Board and executive leadership succession and development, engaging with management on achievement of the Company’s long-term strategies and direction, executive leadership and risk management topics, including cybersecurity and artificial intelligence. Board oversight of Company initiatives related to reform, modernization and making health care more affordable for all Americans will also be a priority.

Shareholder Access to Board of Directors

The Board of Directors values the input and insights of our shareholders and other interested parties, and believes effective communication strengthens the Board’s role as an active, informed and engaged fiduciary. The Board regularly solicits input from shareholders throughout the year, meeting with many of our shareholders multiple times annually. In 2025, independent directors met with 23 of our largest shareholders both before and after the 2025 Annual Meeting. Shareholder feedback is shared with the Board to inform pertinent discussions and decisions.

The Board has approved procedures for shareholders and stakeholders to communicate with it. You can learn how to contact the Board at https://www.unitedhealthgroup.com/investors/standards.html.

The Board has designated the Company’s Corporate Secretary as its agent to receive, review and summarize proper written communications. The Corporate Secretary forwards proper written communications or shares a summary of them with the Board, the applicable Board Committee or the individual director(s), any of whom may request a copy of any summarized communication. The Corporate Secretary will not forward or include in summaries any communications that in the Corporate Secretary’s reasonable discretion involve the Company’s ordinary business activities or are not related to the core duties and responsibilities of the Board. The kinds of communications that are not shared include, for example: personal grievances; communications that are harassing or otherwise inappropriate; routine customer service complaints; new product or service suggestions; ongoing litigation matters; matters of a personal nature; junk mail and mass mailings; business and employment solicitations; and opinion surveys.

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Director Compensation

We compensate our non-employee directors fairly and competitively for the work required to oversee a company of our size, complexity and scope and to align their interests with the long-term interests of our shareholders. Director compensation reflects our desire to attract and retain highly qualified people with backgrounds and experience relevant to our business and those we serve. The Compensation and Human Resources Committee annually reviews the compensation of our non-employee directors and makes recommendations to the Board of Directors. In August 2025, the Compensation and Human Resources Committee, with the advice of its independent compensation consultant, undertook a review of the structure and overall mix of the director compensation program as compared to the Company’s compensation peer group. The Compensation and Human Resources Committee recommended no changes to director compensation.

The following table contains the material elements of our director compensation program:

		Compensation Element				Compensation Value ($)
		Annual Cash Retainer				125,000
		Annual Chair of the Board Cash Retainer (Non-Employee Chair only)				220,000
		Annual Lead Independent Director Cash Retainer				75,000
		Annual Audit and Finance Committee Chair Cash Retainer				32,500
		Annual Compensation and Human Resources Committee Chair Cash Retainer				25,000
		Annual Governance Committee Chair Cash Retainer				25,000
		Annual Health and Clinical Practice Policies Committee Chair Cash Retainer				25,000
		Annual Public Responsibility Committee Chair Cash Retainer				25,000
		Annual Stock Compensation Award				225,000 aggregate fair value in deferred stock units (DSUs)
		Stock Compensation Conversion Program				At the director’s election, cash compensation may be converted into DSUs, or if the director has met the stock ownership guidelines, into common stock

Cash Compensation

Cash retainers are payable in arrears on the first business day following the end of each fiscal quarter and are subject to pro rata adjustment if the director did not serve the entire quarter. Directors may elect to receive deferred stock units (DSUs) or common stock (if the director has met the stock ownership guidelines) in lieu of their cash compensation or may defer receipt of their cash compensation to a later date pursuant to the Directors’ Compensation Deferral Plan (Director Deferral Plan). The cash retainers are in consideration of general service and responsibilities and required meeting preparation.

Stock-Based Compensation

Non-employee directors receive annual grants of DSUs under the 2020 Stock Incentive Plan having an aggregate fair value of $225,000. The grants are issued quarterly in arrears on the first business day following the end of each fiscal quarter and prorated if the director did not serve the entire quarter. The number of DSUs granted is determined by dividing $56,250 (the quarterly value of the annual stock compensation award) by the closing price of our common stock on the grant date, rounded up to the nearest share. The grants are in consideration of general service and responsibilities and required meeting preparation and serve to align the interests of our directors with those of our shareholders.

The DSUs immediately vest upon grant and must be retained until completion of the director’s service on the Board or until he or she has met our stock ownership requirements. Upon completion of service, the DSUs convert into an equal number of shares of the Company’s common stock. A director may defer receipt of the shares for up to ten years

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after completion of service pursuant to the Director Deferral Plan. Non-employee directors who have met their stock ownership requirements may elect to receive common stock in lieu of DSUs and/or in-service distributions on pre-selected dates.

If directors elect to convert their cash compensation into common stock or DSUs, such conversion grants are made on the day the eligible cash compensation becomes payable to the director. The director receives the number of shares of common stock or DSUs, as applicable, equal to the cash compensation foregone, divided by the closing price of our common stock on the date of grant, rounded up to the nearest share. The DSUs immediately vest upon grant. Directors may only elect to receive common stock if they have met the stock ownership guidelines.

The Company pays dividend equivalents in the form of additional DSUs on all outstanding DSUs. Dividend equivalents are paid at the same rate and at the same time that dividends are paid to Company shareholders and are subject to the same vesting conditions as the underlying grant.

Stock Ownership and Retention Guidelines

Our stock ownership guidelines require non-employee directors to own shares of the Company’s common stock (excluding stock options but including vested DSUs and vested restricted stock units) having a fair market value equal to five times the director’s annual base cash retainer. Non-employee directors must comply with the stock ownership guidelines within five years of their appointment to the Board. All of our non-employee directors have either met the stock ownership requirements or served as a director for less than five years. Our directors are required to hold all DSU awards granted until completion of service on the Board or until they have met our stock ownership requirements.

Director Deferral Plan

Under the Director Deferral Plan, subject to compliance with applicable laws, non-employee directors may elect annually to defer receipt of all or a percentage of their compensation. Amounts deferred are credited to a bookkeeping account maintained for each director participant that uses a predetermined collection of unaffiliated mutual funds as measuring investments. The Director Deferral Plan does not provide for matching contributions by the Company.

Other Compensation

We reimburse directors for any reasonable out-of-pocket expenses incurred in connection with service as a director. We also provide health care coverage to directors who are not eligible for subsidized coverage under another group health care benefit program. Health care coverage is provided on the same terms and conditions as our current employees. Upon retirement from the Board, directors may continue to obtain health care coverage under a benefit continuation plan and, after the lapse of such coverage, under the Company’s post-employment medical plan.

The Company maintains a program through which it matches up to $15,000 of charitable donations made by each director for each calendar year. The directors do not receive any financial benefit from this program because the charitable income tax deductions accrue solely to the Company. Donations under the program may not be made to family trusts, partnerships or similar organizations.

Our corporate aircraft use policy generally prohibits personal use of corporate aircraft by any independent director. Because there is no incremental cost to the Company, we may permit a director’s family member to accompany the director on a business flight on Company aircraft if a seat is available. We also offer personal and home security services for our directors in accordance with the Company’s executive security policy.

The following table provides information for the year ended December 31, 2025, relating to compensation paid to or accrued by us on behalf of our non-employee directors who served in this capacity during 2025.

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2025 Director Compensation Table

Name(1)	Fees Earned or Paid in Cash ($)(2)(3)		Stock Awards ($)(4)(5)		All Other Compensation ($)(6)		Total ($)
Charles Baker		—		360,029		15,000		375,029
Timothy Flynn		—		378,702		25,737		404,439
Paul Garcia		—		360,366		15,000		375,366
Kristen Gil		125,000		225,859		224,655		575,514
Scott Gottlieb, M.D.		—		42,050		—		42,050
Stephen Hemsley		—		207,387		4,502		211,889
Michele Hooper		181,806		225,859		15,547		423,212
F. William McNabb III		—		398,577		10,869		409,446
Valerie Montgomery Rice, M.D.		—		375,987		15,000		390,987
John Noseworthy, M.D.		—		366,797		15,000		381,797

(1)

Stephen Hemsley was appointed as the Chief Executive Officer of the Company, effective May 12, 2025, at which time he ceased being compensated as a non-employee director. This table reflects only the compensation provided to him in connection with his service as a non-employee director in 2025. Please see the “2025 Summary Compensation Table” in this proxy statement for information regarding his compensation in connection with his service as the Company’s Chief Executive Officer in 2025. Scott Gottlieb, M.D. was appointed to the Board of Directors on November 18, 2025.

(2)

Directors converted some or all of cash compensation payable to such director into DSUs as follows:

Name	Amount of Cash ($)		Deferred Stock Units (#)
Charles Baker		125,329		339
Timothy Flynn		150,464		407
Scott Gottlieb, M.D.		15,138		45
Stephen Hemsley		125,452		285
F. William McNabb III		158,621		429
Valerie Montgomery Rice, M.D.		150,464		407
John Noseworthy, M.D.		150,464		407

(3)

Directors converted some or all of cash compensation payable to such director into shares of common stock as follows:

Name

Amount
of Cash
($)

Shares of
Stock
(#)

Paul Garcia

134,106

366

(4)

Directors converted some or all of DSUs payable to such director into shares of common stock as follows:

Name

Amount
of Cash
($)

Shares of
Stock
(#)

Kristen Gil

225,000

611

(5)

The amounts reported: (a) include the value of DSUs issued upon conversion of annual cash retainers as described in footnote 2 above; (b) include the value of shares issued upon conversion of annual cash retainers as described in footnote 3 above; (c) include the value of shares issued upon conversion of DSUs as described in footnote 4 above; and (d) reflect the aggregate grant date fair value of the stock awards granted on April 1, July 1 and October 1, 2025 and January 2, 2026 computed in accordance with FASB ASC Topic 718, based on the closing price of our common stock on the grant date. For a description of the assumptions used in computing the aggregate grant date fair value, see Note 11 to the Consolidated Financial Statements included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2025.

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As of December 31, 2025, our non-employee directors held outstanding DSU awards as follows:

Name	Deferred Stock Units
Charles Baker		1,806
Timothy Flynn		10,160
Paul Garcia		2,050
Kristen Gil		971
Scott Gottlieb, M.D.		125
Stephen Hemsley		7,915
Michele Hooper		37,924
F. William McNabb III		8,280
Valerie Montgomery Rice, M.D.		6,819
John Noseworthy, M.D.		6,697

(6)

In 2025, the Company matched charitable contributions made by each of the following directors to charitable organizations selected by the directors pursuant to the Company’s Board Matching Program: $15,000 for Charles Baker, Timothy Flynn, Paul Garcia, Kristen Gil, Michele Hooper, Valerie Montgomery Rice, M.D. and John Noseworthy, M.D. In 2025, the Company paid $10,737, $16,330, $4,502.08, $547 and $10,869 in health care premiums on behalf of Timothy Flynn, Kristen Gil, Stephen Hemsley, Michele Hooper and F. William McNabb III, respectively. In 2025, the Company also paid $193,325 for personal security services on behalf of Kristen Gil.

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Corporate Governance

Overview

Our Board is committed to meeting high standards of corporate governance and ethical business conduct. The Board has adopted corporate governance practices designed to ensure that it is accountable to shareholders and empowered to independently oversee management’s execution of our strategy.

Corporate Governance Highlights

		Governance Principle				Governance Practice
		Accountability to Shareholders				Single class of stock with one vote per share
						Annual elections for all directors
						Majority voting standard for uncontested elections of directors
						Shareholders can call special meetings and act by written consent
						Proxy access for shareholders
						No supermajority vote requirements
						No shareholder rights plan (“poison pill”)
		Independent Oversight				All directors except the Chair/CEO are independent
						Lead Independent Director with clearly defined and robust duties and responsibilities
						Executive sessions at all quarterly Board and Committee meetings
						All standing Board Committees comprised solely of independent directors
		Effective Board Practices & Policies				Rigorous annual review of desired skills and attributes of directors/nominees
						Annual written Board and Committee evaluations supplemented by interviews by an independent consultant every third year
						Director orientation and continuing education
						Limits on board member service on other public company boards
		Risk Mitigation & Alignment of Interests				Robust share ownership guidelines for directors and executives
						Clawback policy enables recoupment of cash and stock-based incentives
						Comprehensive Code of Business Conduct and Principles of Governance
						Requirement to disclose any potential conflict of interest related to health care transactions or activities, including the acquisition of a material financial interest in the health care industry
						Related-Person Transactions Approval Policy and Insider Trading Policy

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Corporate Governance Documents

Our approach to corporate governance is established in the following documents:

		Certificate of Incorporation				Code of Conduct: Our Principles of Ethics & Integrity
		Bylaws				Related-Person Transactions Approval Policy
		Principles of Governance				Political Contributions Policy
		Board of Directors Committee Charters				Corporate Environmental Policy
		Standards for Director Independence				Nominating Advisory Committee Description
		Director Conflict of Interest Policy

You can access these documents at https://www.unitedhealthgroup.com/investors/standards.html. We will also provide copies of these documents without charge upon written request to the Company’s Corporate Secretary.

Code of Conduct: Our Principles of Ethics & Integrity

The Company’s Code of Conduct (Code), adopted by the Board of Directors, sets expectations for ethical conduct across our company, including but not limited to integrity, accountability, fair competition and fair dealing, privacy and information security, our assets and the environment, government interactions, communications and marketing and a safe and supportive work environment. The Code also describes the process to report potential misconduct, whistleblower protections, non-retaliation policies and repercussions for violations of the Code (including termination and possible legal action). The Code is available on the Company’s website.

Any waiver of the Code for the Company’s executive officers, senior financial officers or directors may be made only by the Board or a Committee of the Board. We will publish any amendments to the Code, as well as any waivers of the Code for an executive officer or director, on our website. Our entire global workforce, including applicable contractors and part-time employees, receives periodic training on our Code and other ethical standards.

Compliance and Ethics

We strongly encourage and broadly train employees to raise ethics and compliance concerns, including concerns about accounting, internal controls, auditing, legal, regulatory or other policy matters. We offer several channels for employees and third parties to report ethics and compliance concerns or incidents, including by telephone or online. We prohibit retaliation against anyone who in good faith raises concerns or questions regarding ethics and compliance matters, reports suspected violations or cooperates in an investigation. We educate all employees regarding how they may report possible ethics or compliance issues and their affirmative responsibility to report possible issues.

Insider Trading Policy

We have adopted insider trading policies and procedures applicable to our directors, officers and employees and have implemented processes for the Company that we believe are reasonably designed to promote compliance with insider trading laws, rules and regulations and any applicable listing standards. A copy of our Insider Trading Policy has been filed as an exhibit to our Annual Report on Form 10-K for the year ended December 31, 2025.

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Risk Oversight

Enterprise-Wide Risk Oversight

Our Board oversees management’s enterprise-wide risk management activities and ensures that risk matters are appropriately brought to the Board and/or its Committees for review. Risk management activities are those in connection with the long-term strategic direction and operation of our business. Our enterprise-wide risk management program has a strong partnership with senior business leaders, who actively drive key risk identification and evaluation. We maintain robust internal processes to identify key short-term, intermediate and long-term risks and document underlying risk drivers, focusing management’s risk assessment and mitigation activities against those drivers. Risk drivers are evaluated based on their immediacy, the area to which they are specific and their nature and magnitude. Both the Principles of Governance and the Board’s leadership structure facilitate our Board’s oversight of risk and communication with management regarding these activities.

The Board oversees management’s efforts to modernize core operational processes that affect consumers, care providers and other stakeholders. These efforts include initiatives to simplify administrative interactions, improve transparency and predictability, reduce unnecessary friction in core processes and enhance operational efficiency. Deploying intelligent technologies to modernize our cost structure and evolve our operating model to drive efficiency and scalability is one such initiative. The Board and its Committees monitor these initiatives through the Company’s existing governance and risk oversight framework, with an emphasis on execution discipline, compliance with legal and regulatory requirements and protection of the Company’s reputation.

Each director on our Board is required to have risk oversight ability for each skill and attribute the director possesses as reflected in the Skills Matrix described on page 15. Each Board Committee is responsible for oversight of risk management practices relevant to their functions as follows:

The Audit and Finance Committee oversees the risks associated with:

•

the conduct and integrity of the Company’s financial reporting to any governmental or regulatory body, the public or other users thereof;

•

the Company’s compliance with legal and regulatory requirements including privacy, cybersecurity and data protection and the Company’s management of litigation, investigations or other proceedings;

•

the efficacy of the Company’s enterprise risk management structure and key processes;

•

the qualifications, engagement, compensation, independence and performance of the Company’s independent outside auditor; and

•

the performance of the Company’s General Auditor and internal audit function and preparation of the Committee’s report required to be included in the Company’s annual proxy statement.

The Compensation and Human Resources Committee oversees risks associated with our compensation policies, practices and plans and human capital management practices.

The Governance Committee oversees risks associated with:

•

Board processes and corporate governance;

•

public policy, government relations and external relations activities; and

•

overall strategy on sustainability policies and practices.

The Health and Clinical Practice Policies Committee oversees risks associated with:

•

management’s initiatives to improve health care affordability, clinical care and safety, the health care experience, better health outcomes and health equity and reduce disparities;

•

in cooperation with management, the identification, evaluation and monitoring of legislative, regulatory and policy issues that could affect the Company’s business performance, activities and/or reputation; and

•

the responsible and ethical application of artificial intelligence in support of modernizing and improving the health care system.

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The Public Responsibility Committee oversees risks associated with the Company’s operations and mission, including underwriting, forecasting, regulatory, community and charitable activities and reputational matters.

Our Board oversees the work of its various Committees by receiving regular reports from the Committee Chairs regarding their work. In addition, discussions about the Company’s culture, strategic plan, consolidated and segment business results, capital structure, merger and acquisition-related activities and other business discussed with the Board include a discussion of the risks associated with the particular item under consideration. Our Board and Board Committees also have authority to retain independent advisers.

A summary of our Board’s and Committee’s respective processes for overseeing risks related to cybersecurity, artificial intelligence, quality and patient safety and incentive compensation follows.

Cybersecurity Risk Oversight

We manage cybersecurity and data protection through a continuously evolving framework. The framework allows us to identify, assess and mitigate the risks we face and assists us in establishing policies and safeguards to protect our systems and the information of those we serve.

The Audit and Finance Committee of the Board of Directors oversees our cybersecurity program and is responsible for reviewing and assessing the effectiveness of the Company’s cybersecurity and data protection policies, procedures, resource commitment and mitigation strategies. As part of this process, the Audit and Finance Committee receives regular updates from management on critical issues related to our information security risks, cybersecurity strategy, supplier risk and business continuity capabilities. The Audit and Finance Committee has also engaged a leading cybersecurity firm to serve as its advisor.

The Company’s framework includes an incident management and response program that continuously monitors the Company’s information systems for vulnerabilities, threats and incidents; manages and takes action to contain incidents that occur; remediates vulnerabilities; and communicates the details of significant threats and incidents to senior management. Pursuant to the Company’s incident response plan, incidents are reported to the Audit and Finance Committee and appropriate authorities, as necessary or appropriate based on the actual or potential impact, significance and scope.

To ensure that our program is designed and operating effectively, our infrastructure and information systems are audited periodically by internal and external auditors. We have obtained various certifications from industry-recognized organizations. We also perform regular vulnerability assessments and penetration tests to improve system security and address emerging security threats. Our internal audit team independently assesses security controls against our enterprise policies to evaluate compliance and leverages a combination of auditing and security frameworks to evaluate how leading practices are applied throughout our enterprise. Audit results and remediation progress are reported to and monitored by senior management and the Audit and Finance Committee. We also periodically partner with industry-leading cybersecurity firms to assess our cybersecurity program. These assessments complement our other assessment work by evaluating our cybersecurity program as a whole.

In addition to oversight provided by the Audit and Finance Committee, management addresses the Company’s security team’s work through its Enterprise Security Council, co-chaired by the Company’s Chief Security Officer and Chief Digital & Technology Officer and including the Chief Compliance Officer, the Chief Legal Officer, the Chief Audit Executive, the Chief Privacy Officer and senior business executives.

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Artificial Intelligence Risk Oversight

The Board recognizes that the use of artificial intelligence (AI) and machine learning continues to evolve rapidly, and that these technologies are critical to the Company’s long-term strategy. AI increasingly enables the Company to operate with the speed and accuracy required to serve tens of millions of members and providers. These capabilities support more efficient administration, help reduce friction and complexity and allow the Company to deliver clear, timely and personalized information to providers, patients, members and payers. As health care becomes increasingly data-driven, AI is an important tool in helping individuals make more informed decisions, supporting better outcomes and enabling continued innovation across our businesses. And AI will allow us to reduce our operating costs and make the health care system more affordable.

At the same time, the Board understands the use of AI also presents distinct legal, regulatory, operational and reputational risks that require appropriate governance and oversight.

The Board oversees management’s approach to the responsible development, deployment and use of artificial intelligence through its existing Committee structure. The Audit and Finance Committee oversees risks associated with the Company’s AI governance framework, including controls designed to monitor, identify and mitigate legal, regulatory, privacy, security and financial risks arising from the use of AI and automated decision-support tools. In addition, the Health and Clinical Practice Policies Committee oversees the responsible and ethical application of AI in connection with clinical, coverage and operational processes, including consideration of quality, safety, fairness and transparency. These Committees receive regular updates from management regarding AI governance practices, material developments and emerging risks.

Senior management is responsible for developing and implementing AI uses consistent with the Company’s AI governance framework and is accountable to the Board and its Committees. Management has established policies, processes and internal review mechanisms designed to promote the responsible use of AI.

In 2024, we further strengthened the Company’s AI governance by assigning ownership of AI governance to the Chief Legal Officer and Legal and Compliance teams, reinforcing separation between the first-line teams that develop, deploy and monitor AI capabilities and those responsible for compliance and risk management. This structure is intended to support innovation while maintaining appropriate safeguards and accountability.

The Company’s Responsible AI program is also advised by internal and external bodies with multidisciplinary expertise:

•

The Responsible AI Program Office maintains our AI-solution inventory, ensures AI solutions are appropriately reviewed and maintains our responsible AI policies and various guidance materials on the responsible use and development of AI — a set of policies and documents supporting industry-leading standards of practice.

•

The Artificial Intelligence Review Board is an internal group comprised of technologists, clinicians, medical ethicists, data scientists, security experts, privacy and legal professionals and member advocates. It serves as a key control in our risk-based AI governance program. The Artificial Intelligence Review Board has the authority to approve AI models or require that AI models be removed from production use.

•

The Internal Executive Advisory Council and the External Executive Advisory Board support the overall alignment of our Responsible AI Program, policies and practices with our mission and industry standards, enable representation of cross-functional perspectives across the enterprise and contribute AI expertise and health care community perspectives

Board Oversight of Quality and Patient Safety

Our Board provides oversight of our clinical quality and patient safety (QPS) efforts. Specifically, our Health and Clinical Practice Policies Committee receives regular updates on clinical quality and patient safety trends, as well as our initiatives to mitigate risk and continuously enhance the quality of the health care we provide. In light of the Company’s commitment to delivering high-quality care, the Board and management have regularly discussed the Company’s dedication of significant resources to promote an enterprise-wide culture of QPS, to identify potential risks in advance and to reinforce systems of accountability for managing clinical quality and patient safety.

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In further support of our QPS program, we have formed an enterprise QPS Council, including accountable quality leaders and chief medical officers from each business segment, allowing us to establish and review QPS performance and priorities across business lines consistently and quickly. The QPS Council facilitates connectivity on QPS among businesses and supports rapid transfer of learnings and best practices.

Our Health and Clinical Practice Policies Committee also oversees management’s efforts to drive a culture of quality and safety, build knowledgeable internal champions of safety culture, develop manager and staff training to support consistency in response to events and drive continuous improvement of measures of patient, consumer and employee experience.

Incentive Compensation Risk Assessment

Our Compensation and Human Resources Committee requested management to conduct an annual risk assessment of the Company’s enterprise-wide compensation programs. The risk assessment reviewed both cash incentive compensation plans and individual cash incentive awards paid in 2025 for the presence of potential design elements that could motivate employees to incur excessive risk. The review included the ratio and level of incentive to fixed compensation, the amount of manager discretion, the level of compensation expense relative to the business units’ revenues and the presence of other design features which serve to mitigate excessive risk-taking, such as the Company’s clawback policies, stock ownership and retention guidelines, multiple performance measures and similar features.

Management concluded the level of risk associated with the Company’s enterprise-wide compensation programs is not reasonably likely to have a material adverse effect on the Company. The results of the risk assessment were reviewed with the Compensation and Human Resources Committee at its February 2026 meeting. Please see “Compensation Discussion and Analysis” for a discussion of compensation design elements intended to mitigate excessive risk-taking by our executive officers.

The Compensation and Human Resources Committee also receives an annual report on the Company’s compliance with its stock compensation award program controls.

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Letter from the Compensation and Human Resources Committee

Dear Fellow Shareholders,

Thank you for investing in UnitedHealth Group, and for supporting our mission to improve America’s health care system. Our Committee works closely with management to advance that mission while ensuring individual incentives are aligned with yours — so that together we can deliver lasting value and enduring success.

We approach this role thoughtfully and humbly. And we appreciate the trust you continue to place in us. In practice, this means listening intently, being open and receptive to differing perspectives and, most importantly, responding swiftly when it is clear we can do better. We sincerely value your feedback and take it seriously.

As you would imagine, we were disappointed by the final vote on the 2025 Say-on-Pay proposal last June. Both prior to and following the 2025 shareholder meeting, our independent directors reached out to many of our largest shareholders to understand their many perspectives and gather feedback. In total, we engaged in candid conversations with 23 institutional shareholders throughout the year, representing a majority of our outstanding shares. During these discussions, most expressed support for the board, management team, and overall compensation design. Others encouraged greater clarity and transparency and urged tighter alignment between senior leader incentives and the drivers of sustained growth and lasting value.

Following Stephen Hemsley’s appointment as Chief Executive Officer in May 2025, the Company departed from its long-standing practice of having separate individuals as CEO and Chair given the extraordinary circumstances. It is not our intention to continue this practice indefinitely, but we believe having a Chair who is embedded in the leadership of the Company is in the best interests of the Company and its shareholders at this time. When designing Mr. Hemsley’s compensation arrangement, we sought to secure his commitment to lead the Company for at least three years. Our Committee considered multiple alternative approaches, including various cash and performance-based structures, and ultimately determined that a one-time stock option grant with a three-year cliff vesting schedule best aligned rewards with the creation of incremental shareholder value.

In response to your feedback, our Committee amended the terms of Mr. Hemsley’s stock option grant in February to include a two-year post-vesting holding requirement, effectively extending the period for realizing incremental value until May 2030 — five years after the initial grant. Our Committee also increased CEO stock ownership requirements from eight to ten times base salary. During our shareholder engagement program, investors also indicated a strong preference for the use of annual equity awards rather than front-loaded awards going forward. In response to this feedback, our Committee adopted a policy to not grant front-loaded awards in the future barring extraordinary circumstances, which we do not foresee at this time. Rather, we anticipate stock awards, which are part of our executives’ annual target compensation opportunity, will be granted on an annual basis as has been our long-standing practice such that award levels and vehicles can be assessed each year to take into account company and individual performance, organizational priorities, market practice, and shareholder priorities.

We will continue to apply our long-held compensation philosophy of rewarding leaders for creating long-term shareholder value through strong, durable Company performance. This same pay-for-performance framework guided our approach for calibrating Wayne DeVeydt’s compensation package when he joined the Company as Chief Financial Officer in September. It is also reflected in the outcome of the Company’s 2023-2025 long-term incentive plan, under which the actual payout was 0% because performance did not meet the threshold required for any payout. We believe this outcome demonstrates that our pay-for-performance philosophy is working as intended: long-term incentive compensation is earned when actual performance meets established goals, and no payout is made when those standards are not achieved.

A detailed summary of shareholder feedback and our response actions is included in the Compensation Discussion and Analysis that follows.

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In closing, we sincerely appreciate your feedback and guidance. We look forward to continuing this dialogue with care and transparency, with the belief that listening, learning and responding thoughtfully are essential to earning and sustaining shareholder trust.

Sincerely,

	Paul R. Garcia (Chair)			F. William McNabb III			Valerie C. Montgomery Rice, M.D.			John H. Noseworthy, M.D.
	Compensation and Human Resources Committee

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Executive Compensation Summary

Compensation Committee Response to 2025 Say-on-Pay Vote

Our Board and Compensation Committee value the perspectives of shareholders, and we solicit feedback throughout the year. At the 2025 Annual Meeting, our Say-on-Pay proposal received 60% support.

Following the 2025 Annual Meeting of Shareholders, we reached out to our largest shareholders to understand their perspectives and gather valuable feedback.

Shareholder Outreach Following the 2025 Annual Meeting

We contacted

shareholders

60%

of outstanding shares

including 12 who voted against 2025 Say-on-Pay

We had discussions with

shareholders

51%

of outstanding shares

including 12 who voted against 2025 Say-on-Pay

The outreach was led by chairs of the Compensation and Human Resources and Audit and Finance Committees.

Independent directors participated in 100% of the discussions.

The following summarizes feedback received, actions taken in response and their impact:

Shareholder Feedback

Actions Taken

Impact of Action

Strong preference for the use of annual stock awards rather than front-loaded awards going forward

Directly responds to feedback

Enhances transparency to shareholders

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Shareholder Feedback

Actions Taken

Impact of Action

Extend vesting and/or holding requirements for Mr. Hemsley’s stock option grant

In February 2026, added a two-year holding requirement to Mr. Hemsley’s stock option grant

Directly responds to feedback

Net shares acquired cannot be sold before May 2030, i.e., 5 years after grant date

Increases long-term focus of the award

Further aligns interests with long-term shareholders

Mitigates compensation risk

Further align executives’ interests with those of long-term shareholders

Increased CEO stock ownership requirement from 8x to 10x base salary

Increases owner mentality

Strengthens alignment of interests

2025 CEO Compensation

On May 12, 2025, the Board of Directors appointed Stephen Hemsley as CEO following Andrew Witty’s decision to step down as CEO for personal reasons. To appropriately incentivize Mr. Hemsley, the Compensation and Human Resources Committee approved the following compensation arrangement.

CEO Compensation Arrangement

Base Salary

$1,000,000 per year

Annual Incentive

No annual cash incentive

Stock Incentives

2026

2027

2028

2029

2030

- Stock Options

$60,000,000 cliff-vesting on May 14, 2028

Additional two-year holding requirement; any net shares acquired may not be sold until May 14, 2030

- Annual Stock

No annual stock incentives for the duration of the stock option vesting period (first three years)

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		Q&A regarding the 2025 CEO Compensation
		Q: What was the rationale for Mr. Hemsley’s compensation arrangement?
		Following the disclosure of Mr. Hemsley’s compensation arrangement, our then-current Chair of the Committee thought it was important to explain the Committee’s rationale for the arrangement and actively engaged with our largest shareholders prior to the 2025 Annual Meeting to discuss the following: • The Committee sought to balance the goals of appropriately incentivizing Mr. Hemsley with the need to retain his services for a minimum of three years. • Accordingly, the Committee determined a three-year cliff-vesting stock option grant would promote the alignment of Mr. Hemsley’s interests with long-term shareholders and ensure his commitment to the Company for a minimum of three years. • Given the structure and size of the award, the Committee also determined that Mr. Hemsley would receive no annual stock incentives during the three-year cliff vest period nor any cash incentive. • The annualized total compensation (base salary plus annualized grant date value of the stock options) of $21m over the three-year vesting period positions Mr. Hemsley’s compensation at the lower end of the CEO pay range within the Company’s peer group. • The Committee views Mr. Hemsley’s compensation arrangement as one-time in nature due to the unique circumstances and expects future executive officer compensation arrangements to more closely align to the Company’s typical compensation structure (as was the case with Mr. DeVeydt’s compensation arrangement). After the 2025 Annual Meeting, our current and former Chairs of the Committee continued our active shareholder engagements, and based on strong shareholder preference for an even longer performance-alignment period and an extended vesting or holding period for stock awards, the Committee took the following actions: • Amended the stock option grant in February 2026 to add a two-year holding requirement, increasing long-term shareholder alignment to five full years after the initial grant date. • Increased CEO stock ownership requirements from eight to ten times base salary.
		Q: Why choose stock options?
		• Stock options are intrinsically performance-based since they only provide any economic value if the Company’s stock price appreciates over the vesting period and exceeds the exercise price when vested. Stock options are a simple and straightforward approach to align longer-term interests with shareholders. • Stock options are a simple, straightforward and cost-efficient approach to align longer-term interests with shareholders. • The Committee selected a three-year cliff vesting structure to ensure that the incremental shareholder value created accrues to shareholders over the long term, and the executive would not benefit from short-term stock price swings. • With the Company having recently withdrawn its financial guidance, a stock grant with performance-based metrics may have been viewed as signaling the market and the Committee also did not feel the use of TSR was appropriate given the potential distortion with the health care industry in a reset.
		Q: What alternative structures did the Committee consider?
		• The Committee considered multiple cash and stock-based incentive structure alternatives, including premium-priced options, the use of performance-based metrics, and potentially including a total shareholder return (TSR) feature. • The Committee was focused on not only creating a strong alignment of pay and performance but also sought to ensure the level of pay delivered was consistent with compensation standards and directly aligned with the value created for shareholders.

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		Q: What happens if Mr. Hemsley leaves within three years?
		• The entire stock option grant would be forfeited if Mr. Hemsley voluntarily resigns or is terminated for cause by the Company prior to the three-year anniversary of the grant date. • The stock options will continue to vest during the cash severance period if Mr. Hemsley terminates his employment for good reason (as defined in the employment agreement) or is terminated by Company without cause. • Under the amended stock option grant, even if Mr. Hemsley’s leaves after three years, he will be subject to the additional two-year holding requirement

Other Executive Team Transitions

Chief Financial Officer Transition — September 2025

On September 2, 2025, Wayne DeVeydt joined the Company as Chief Financial Officer, succeeding John Rex. Mr. DeVeydt’s annual compensation was designed to align with the Company’s traditional pay-for-performance compensation philosophy and contains the same stock award vehicles and mix typically provided to our named executive officers as outlined below.

		2025 CFO Compensation Arrangement
		Base Salary				$1,000,000 per year
		Annual Incentive				Target incentive of 2x Base Salary
		Stock Incentives				In aggregate: $8,000,000 ($5,000,000 inducement + $3,000,000 pro-rated annual stock award)
		- Stock Options				$3,250,000 four-year ratable vesting
		- Performance Share				$1,500,000 three-year cliff vesting covering the 2026-2028 performance period
		- Restricted Stock Units				$3,250,000 four-year ratable vesting
		One-Time Cash Award				$1,200,000 to replace compensation forfeited upon joining the Company

Other Named Executive Officer Transitions and Role Expansions

In addition to the CEO and CFO transitions, the Company also completed the following executive officer transitions during 2025 as the Company continued to evolve and position the management team to drive the Company’s business improvement plan.

•

In January 2025, Timothy Noel was promoted to CEO of UnitedHealthcare, succeeding Brian Thompson.

•

In April 2025, Patrick Conway, M.D. was promoted to CEO of Optum, succeeding Heather Cianfrocco. As part of his promotion, Dr. Conway received a stock award equal to $2.0 million in June 2025 to bridge his February 2025 annual grant of $6.0 million to his 2025 annual stock target of $8.0 million. The June 2025 award was granted using the Company’s traditional mix of 50% performance shares, 25% restricted stock units (RSUs) and 25% stock options.

•

Christopher Zaetta’s role was expanded to include responsibility for the Company’s global compliance team.

December 2025 Performance Improvement Awards

On December 22, 2025, the Compensation and Human Resources Committee approved awards of performance shares (Performance Improvement Awards) to certain of the Company’s executive officers (excluding the CEO) and other key leaders as part of the Company’s performance improvement plan and transformation. The Performance Improvement Awards were granted to drive future enterprise growth and retain high-performing talent at a critical time for the Company.

The Performance Improvement Awards are designed to incentivize recipients by requiring highly focused and collaborative leadership across the enterprise to attain critical goals and execute key initiatives in the areas of cyber

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environment, cost structure, business segment improvement and artificial intelligence leadership. The awards also serve to promote continuity of critical members of our executive leadership team over the next three years (2026-2028 performance period), many of whom have recently taken on new or expanded responsibilities.

Key Terms of the Performance Improvement Awards

•

Awards cliff-vest based on the attainment of specified pre-established performance measures during a three-year performance period (2026-2028).

•

The Performance Improvement Awards are not eligible to vest unless the Company meets or exceeds a pre-determined annual adjusted earnings compound annual growth rate (CAGR) threshold over the three-year performance period.

•

If the threshold annual adjusted earnings CAGR is met, participants may earn up to 135% of the target award based on the attainment of specified pre-established performance measures relating to enterprise and business segment financial results, cost reduction, cyber security and artificial intelligence.

•

The final performance score also may be decreased (but not increased) based on additional financial and operational performance goals embedded within the performance requirements.

•

No vesting rights are included within the Performance Improvement Awards upon attainment of retirement eligibility to maximize the retention aspect of the plan.

•

Subject to the Company’s clawback policies and are otherwise materially consistent with the standard performance stock award agreement used to grant performance awards to our executive officers under the Company’s 2020 Stock Incentive Plan.

Performance Metric

Weighting

Threshold

Target

Maximum

Business Segment Improvement
Margin recovery efforts

40%

0% payout

100% payout

135% payout

Cyber Environment
Achievement of specified NIST scores

20%

0% payout

100% payout

135% payout

Cost Structure
Structural elimination of enterprise operating costs

20%

0% payout

100% payout

135% payout

Artificial Intelligence Leadership
Reportable earnings from AI commercial productizations

20%

0% payout

100% payout

135% payout

The grant date value of the Performance Improvement Awards and target number of shares granted to our named executive officers is included below.

Name	Target Number of Performance Shares (#)		Target Value ($)
Wayne DeVeydt		15,378		5,000,000
Timothy Noel		27,679		9,000,000
Patrick Conway, M.D.		27,679		9,000,000
Christopher Zaetta		21,528		7,000,000

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Compensation Discussion and Analysis

Our Executive Compensation Philosophy

Our compensation program principles are based on our executive compensation philosophy and objectives:

		Compensation Philosophy, Principles and Objectives
						Pay for performance: Align the economic interests of our executives with those of our shareholders through achievement of enterprise-wide goals, sustained performance and positive shareholder returns.
						Enhance the long-term value of the business with executive pay weighted toward long-term compensation to promote long-term shareholder value creation and minimize excessive risk-taking.
						Reward performance that advances the Company’s mission, supports the Company’s values and emphasizes collaboration among executive officers while also recognizing individual performance.
						Attract and retain highly qualified executives through competitive pay and standard employee benefits with limited executive only benefits or perquisites.

Our Executive Compensation Plan Design is Aligned with our Compensation Program Principles:

Plan Design

Pay for
Performance

Enhance long-
term value