Optum CEO at UNITEDHEALTH (NYSE: UNH) granted options and shares, with tax share disposition

Rhea-AI Filing Summary

UNITEDHEALTH GROUP INC executive Patrick Hugh Conway, Chief Executive Officer of Optum, reported equity compensation and a related tax share disposition. He was granted 35,517 non-qualified stock options with an exercise right to buy shares, and 8,855 shares of common stock as a stock award. Both awards vest in four equal installments of 25% on February 23 of each year from 2027 through 2030. To satisfy tax obligations on equity, 178.988 shares of common stock were disposed of at $282.34 per share, leaving him with 18,479.97 common shares held directly after these transactions.

Insights

Equity Compensation Analyst

Routine equity grants with standard vesting and tax withholding.

Patrick Hugh Conway, CEO of Optum at UNITEDHEALTH GROUP INC, received equity compensation consisting of 35,517 non-qualified stock options and 8,855 common shares as awards. These are typical long-term incentive structures for senior executives.

Both the restricted stock units and options vest at 25% annually on February 23 from 2027 through 2030, encouraging multi-year retention. A separate transaction disposed of 178.988 shares at $282.34 per share to cover tax liabilities tied to the equity.

The net effect is an increase in Conway’s potential ownership through options and granted shares, partly offset by the tax-withholding disposition. These appear as planned compensation-related events rather than discretionary market purchases or sales.

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).

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^*

Conway Patrick Hugh

(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, Optum

3. Date of Earliest Transaction (Month/Day/Year)
02/23/2026

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	02/23/2026		F		178.988	D	$282.34	9,624.97	D
Common Stock	02/23/2026		A		8,855(1)	A	$0	18,479.97	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
Non-Qualified Stock Options (right to buy)	$282.34	02/23/2026		A		35,517		(2)	02/23/2036	Common Stock	35,517	$0	35,517	D

Explanation of Responses:

1. The restricted stock units vest at a rate of 25% annually on February 23 from the years 2027 through 2030.

2. The non-qualified stock options vest at a rate of 25% annually on February 23 from the years 2027 through 2030.

Remarks:

	Faraz A. Choudhry, Attorney-in-Fact for Patrick H. Conway	02/25/2026
	** 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.

FAQ

What equity awards did Patrick Hugh Conway receive from UNH in this filing?

Patrick Hugh Conway received a grant of 35,517 non-qualified stock options and 8,855 shares of common stock. These awards represent long-term incentive compensation tied to UNITEDHEALTH GROUP INC performance and are structured to vest over several years, encouraging executive retention and alignment.

How do Patrick Hugh Conway’s new UNH equity awards vest over time?

Both the restricted stock units and the non-qualified stock options vest in four equal 25% installments. Vesting occurs annually on February 23 from 2027 through 2030, meaning Conway’s rights to these awards increase gradually over that four-year period.

Why were 178.988 UNH shares disposed of in Patrick Hugh Conway’s Form 4?

The 178.988 UNH shares were disposed of to satisfy tax liabilities associated with his equity compensation. The transaction used shares valued at $282.34 each, allowing tax obligations to be met without separate cash payment while slightly reducing his immediately held share count.

What is Patrick Hugh Conway’s UNH common stock holding after these transactions?

After the reported transactions, Patrick Hugh Conway directly holds 18,479.97 shares of UNITEDHEALTH GROUP INC common stock. This figure reflects the addition of granted shares and the small share disposition for tax withholding, and it excludes the separate non-qualified stock options awarded.

Are Patrick Hugh Conway’s UNH option and stock grants open-market purchases or sales?

The option and stock grants are compensation awards, not open-market trades. The company granted 35,517 non-qualified stock options and 8,855 common shares as part of his executive compensation package, with vesting from 2027 to 2030, rather than discretionary buying or selling in the market.

What role does Patrick Hugh Conway hold at UNITEDHEALTH GROUP INC?

Patrick Hugh Conway serves as Chief Executive Officer of Optum, a business within UNITEDHEALTH GROUP INC. The reported equity awards and related tax-withholding share disposition reflect compensation associated with this leadership role rather than separate investment-driven trading activity.