UnitedHealth (UNH) Chief Accounting Officer Records RSU Dividend Equivalents

Rhea-AI Filing Summary

UnitedHealth Group (UNH) Form 4: This filing reports a non-derivative acquisition by Thomas E. Roos, Chief Accounting Officer, via an authorized filing on behalf of the reporting person. On 09/23/2025 the report shows an acquisition of 22.357 units recorded as dividend equivalents on outstanding restricted stock units, with a reported price of $0 because these are dividend-equivalent payments tied to RSUs and subject to the same vesting and forfeiture terms as the underlying awards. Following the transaction, the reporting person beneficially owned 29,593.519 shares, which includes shares acquired through UnitedHealth’s Employee Stock Purchase Plan. The filing was signed by an attorney-in-fact on 09/25/2025.

Positive

• Non-cash compensation disclosed as dividend equivalents on RSUs, reflecting alignment of executive pay with shareholder returns
• Post-transaction beneficial ownership quantified at 29,593.519 shares, including Employee Stock Purchase Plan participation
• Timely filing with signature by attorney-in-fact dated 09/25/2025

Negative

• None.

Insights

Financial Analyst

TL;DR: Officer received dividend equivalents and increased reported beneficial ownership modestly; transaction is routine and non-cash.

The reported acquisition of 22.357 dividend-equivalent units reflects non-cash compensation tied to existing restricted stock units rather than an open-market purchase. Such dividend equivalents typically mirror stock dividends on unvested RSUs and are forfeitable if the underlying awards do not vest, so this does not represent an immediate transferable stake. The post-transaction beneficial ownership of 29,593.519 shares, which includes Employee Stock Purchase Plan shares, provides a snapshot of the reporting person’s stake but lacks context on total outstanding shares, so market-impact assessment is limited. Overall, this is a routine Section 16 disclosure with no material change in control or financing.

Corporate Governance Expert

TL;DR: Governance-wise this is a standard insider-reporting event tied to compensation; no governance red flags disclosed.

The form indicates the reporting person is an officer (Chief Accounting Officer) and that the transaction relates to dividend equivalents on RSUs and ESPP participation. The filing is signed by an attorney-in-fact and includes the required explanatory remarks about forfeiture and ESPP inclusion. There are no indications of option exercises, sales, or related-party transactions. From a disclosure and compliance perspective, the form appears complete and routine for executive equity compensation reporting.

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

ROOS THOMAS E

(Last) (First) (Middle)

C/O UNITEDHEALTH GROUP INCORPORATED

1 HEALTH DRIVE

(Street)

EDEN PRAIRIE MN 55344

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
UNITEDHEALTH GROUP INC [ UNH ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	Chief Accounting Officer

3. Date of Earliest Transaction (Month/Day/Year)
09/23/2025

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock	09/23/2025		A		22.357(1)	A	$0	29,593.519(2)	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

1. Represents dividend equivalents paid on outstanding restricted stock units. The dividend equivalents are subject to the same terms as the underlying restricted stock units and are forfeited if such units do not vest.

2. Includes shares received through UnitedHealth Group Incorporated's Employee Stock Purchase Plan.

Remarks:

	Faraz A. Choudhry, Attorney-in-Fact for Thomas E. Roos	09/25/2025
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

FAQ

What transaction does the UNH Form 4 filed for Thomas E. Roos report?

The filing reports an acquisition of 22.357 dividend-equivalent units on 09/23/2025 related to outstanding restricted stock units, recorded at $0 because they are non-cash dividend equivalents.

How many UnitedHealth (UNH) shares does the reporting person beneficially own after the transaction?

The reporting person beneficially owned 29,593.519 shares following the reported transaction, which includes shares received through the Employee Stock Purchase Plan.

Do the dividend equivalents reported on the Form 4 immediately transfer to the reporting person?

No. The filing states the dividend equivalents are subject to the same vesting and forfeiture terms as the underlying RSUs and are forfeited if those units do not vest.

Was the Form 4 filing properly signed and dated?

Yes. The form shows signature by Faraz A. Choudhry, Attorney-in-Fact for Thomas E. Roos, dated 09/25/2025.

Does this Form 4 report any derivative transactions or open-market sales?

No. The filing contains only non-derivative activity (dividend equivalents on RSUs) and does not report derivative transactions or sales.