UnitedHealth (UNH) Form 4: Non-Cash RSU Dividend Equivalents Credited to CEO

Rhea-AI Filing Summary

Timothy J. Noel, Chief Executive Officer, UHC, reported a non-derivative acquisition of common stock for UNITEDHEALTH GROUP INC (UNH) dated 09/23/2025. The transaction is coded A and is described as dividend equivalents paid on outstanding restricted stock units, which follow the same vesting terms as the underlying RSUs and are forfeited if the RSUs do not vest. The filing records a $0 price for the acquisition and shows 9,286.339 shares beneficially owned following the reported transaction(s). The form was signed by an attorney-in-fact on behalf of Mr. Noel on 09/25/2025.

Positive

• Disclosure compliance: Form 4 filed and signed, providing transparency on insider holdings
• Non-cash issuance clarity: Transaction explicitly described as dividend equivalents on RSUs, clarifying nature of acquisition
• No cash outlay: Reported price of $0 indicates issuance rather than a purchase that would affect market liquidity

Negative

• None.

Insights

Financial Analyst

TL;DR: Routine insider acquisition from dividend equivalents on RSUs; no cash purchase and modest change in beneficial holdings.

This Form 4 discloses a non-cash acquisition coded A, indicating dividend equivalents credited on outstanding restricted stock units rather than an open-market purchase. The reported price is $0 and the filing lists 9,286.339 shares owned after the transaction. For investors this is a standard equity compensation flow and does not reflect a funded buy or sale that would alter float materially.

Corporate Governance Expert

TL;DR: Compensation-related issuance reported properly; consistent with executive RSU programs and standard disclosure practice.

The disclosure specifically states the acquisition represents dividend equivalents subject to the same vesting terms as the underlying restricted stock units, which aligns with common executive compensation designs. The filing is signed by an attorney-in-fact and appears procedural rather than signaling a change in insider intent or control.

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

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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^*

Noel Timothy John

(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 Executive Officer, UHC

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		42.34(1)	A	$0	9,286.339	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.

Remarks:

	Faraz A. Choudhry, Attorney-in-Fact for Timothy J. Noel	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 did Timothy J. Noel report on the UNH Form 4?

He reported a non-derivative acquisition of common stock on 09/23/2025 representing dividend equivalents on restricted stock units.

Was cash used to acquire the shares reported in the UNH Form 4?

No. The filing shows a reported price of $0, indicating the shares were credited as dividend equivalents rather than purchased with cash.

How many shares does the Form 4 show after the transaction for UNH?

The Form 4 lists 9,286.339 shares beneficially owned following the reported transaction(s).

When was the Form 4 signed for the UNH filing?

The signature, by an attorney-in-fact for Timothy J. Noel, is dated 09/25/2025.

What does transaction code 'A' mean on this UNH Form 4?

In this filing the code A is used for an acquisition and is explicitly described as dividend equivalents paid on outstanding restricted stock units.