UnitedHealth (NYSE: UNH) UHC CEO receives 102 dividend-equivalent common shares

Rhea-AI Filing Summary

UNITEDHEALTH GROUP INC executive Timothy John Noel, Chief Executive Officer of UnitedHealthcare, received an acquisition of 102.329 shares of common stock as of March 17, 2026. These shares represent dividend equivalents on outstanding restricted stock units and are granted at no cash cost to him.

After this award, his directly held common stock position reported in this filing increased to 17,574.653 shares. The dividend equivalents are subject to the same vesting conditions as the underlying restricted stock units and will be forfeited if those units do not vest, making this a routine, compensation-related equity accrual rather than an open‑market purchase.

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

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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).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Noel Timothy John

(Last) (First) (Middle)

C/O UNITEDHEALTH GROUP INCORPORATED

1 HEALTH DRIVE

(Street)

EDEN PRAIRIE MINNESOTA 55344

(City) (State) (Zip)

UNITED STATES

(Country)

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

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
03/17/2026

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

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

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

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	03/17/2026		A		102.329(1)	A	$0	17,574.653	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	03/19/2026
	** 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.
* Form 4: SEC 1474 (03-26)

FAQ

What insider transaction did UNH executive Timothy John Noel report?

Timothy John Noel reported receiving 102.329 UnitedHealth Group common shares as a dividend-equivalent award. These shares relate to his restricted stock units and involve no cash payment, reflecting routine equity-based compensation rather than an open-market purchase or sale.

How many UNH shares does Timothy John Noel hold after this Form 4?

Following this transaction, Timothy John Noel is reported as directly holding 17,574.653 UnitedHealth Group common shares. This total includes the 102.329 dividend-equivalent shares credited on March 17, 2026, and reflects only the position shown in this single filing.

What is the nature of the 102.329 UNH shares granted to Timothy John Noel?

The 102.329 UnitedHealth Group shares are dividend equivalents on outstanding restricted stock units. They are subject to the same vesting terms as the underlying units and will be forfeited if those restricted stock units fail to vest, indicating they are contingent compensation.

Did Timothy John Noel buy or sell UNH stock on the open market?

The filing shows no open-market purchases or sales by Timothy John Noel. Instead, he acquired 102.329 shares through a grant classified as a dividend-equivalent award tied to restricted stock units, with a reported per-share price of zero dollars.

Does this UNH Form 4 indicate any derivative or option exercises?

This Form 4 does not report any derivative or option exercises for UnitedHealth Group securities. The only transaction is a non-derivative acquisition of common stock through dividend-equivalent shares associated with previously granted restricted stock units.

Are the new UNH dividend-equivalent shares for Timothy John Noel fully vested?

The dividend-equivalent shares are not automatically fully vested. They are subject to the same vesting schedule and conditions as the underlying restricted stock units, and will be forfeited entirely if those units fail to vest under the plan terms.