[Form 4] UNITEDHEALTH GROUP INC Insider Trading Activity

Rhea-AI Filing Summary

Timothy P. Flynn, a director of UnitedHealth Group Inc. (UNH), received 272 deferred stock units on 10/01/2025 as regular quarterly director compensation at a reported price of $0. The filing shows 9,810 shares beneficially owned following the transaction and an additional 6,033 shares held indirectly by trust. The form explains these deferred stock units are immediately vested but must be retained until the director leaves the board. The Form 4 was signed by an attorney-in-fact and dated 10/03/2025.

Positive

• 272 deferred stock units granted as regular director compensation, reflecting continued alignment with shareholder interests
• Deferred stock units are immediately vested, giving the director ownership rights upon grant
• Retention requirement until board service completion promotes long-term alignment
• Form 4 discloses both direct (9,810) and indirect (6,033) holdings, providing transparency

Negative

• None.

Insights

Corporate Governance Analyst

Director received routine deferred stock units; retention until service end aligns with long-term alignment.

The filing documents a standard compensation practice: 272 deferred stock units granted as quarterly director pay and immediately vested but subject to mandatory retention until board service ends. This structure encourages retention of equity-based compensation without immediate sale.

The report lists 9,810 shares beneficially owned and 6,033 shares held indirectly by trust, clarifying the director's current equity stake as disclosed.

Executive Compensation Specialist

Grant is routine, non-cash director compensation; no purchase price and immediate vesting noted.

The transaction code and the $0 price indicate the units were awarded, not purchased. Immediate vesting means Flynn has ownership rights, while the retention requirement restricts disposition until departure from the board.

This is a regular quarterly award, so the transaction appears procedural rather than a material change in ownership percentage.

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^*

FLYNN TIMOTHY PATRICK

(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)

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

3. Date of Earliest Transaction (Month/Day/Year)
10/01/2025

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	10/01/2025		A		272(1)	A	$0	9,810	D
Common Stock								6,033	I	By Trust

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 deferred stock units that are granted as regular quarterly compensation for service as a director of UnitedHealth Group. Deferred stock units are immediately vested, but must be retained by the director until the director's completion of service on the Board.

Remarks:

	Faraz A. Choudhry, Attorney-in-Fact for Timothy P. Flynn	10/03/2025
	** 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 UnitedHealth director Timothy P. Flynn report on Form 4 (UNH)?

The Form 4 reports a 10/01/2025 grant of 272 deferred stock units as director compensation and lists 9,810 shares beneficially owned following the transaction.

Were the deferred stock units vested or restricted?

The filing states the deferred stock units are immediately vested but must be retained until the director completes service on the board.

Did Timothy Flynn pay for the awarded units?

The reported price for the deferred stock units is $0, indicating they were granted rather than purchased.

How are Flynn's holdings split between direct and indirect ownership?

The Form 4 shows 9,810 shares held directly and 6,033 shares held indirectly by trust.

When was the Form 4 signed and filed?

The filing is dated and signed by an attorney-in-fact on 10/03/2025.