UnitedHealth Group (NYSE: UNH) CEO logs dividend-equivalent stock units

Rhea-AI Filing Summary

UnitedHealth Group CEO and director Stephen J. Hemsley reported a routine insider transaction involving dividend equivalents on his deferred stock units. On 12/16/2025, he acquired 52 shares of common stock at a price of $0, reflecting dividend equivalents that are immediately vested and subject to the same terms as the underlying deferred stock units.

Following this transaction, Hemsley beneficially owns 427,947.942 shares of UnitedHealth Group common stock directly. He also reports indirect ownership of 351.9396 shares through a 401(k) and 681,875 shares through trusts. The filing reflects an incremental increase tied to existing equity compensation 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^*

HEMSLEY STEPHEN J

(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
X	Officer (give title below)		Other (specify below)
	CEO, UHG

3. Date of Earliest Transaction (Month/Day/Year)
12/16/2025

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	12/16/2025		A		52(1)	A	$0	427,947.942	D
Common Stock								351.9396	I	By 401(k)
Common Stock								681,875	I	By Trusts

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 vested deferred stock units. The dividend equivalents are immediately vested and are subject to the same terms as the underlying deferred stock units.

Remarks:

	Faraz A. Choudhry, Attorney-in-Fact for Stephen J. Hemsley	12/18/2025
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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FAQ

What insider transaction did UnitedHealth Group (UNH) report for Stephen J. Hemsley?

The company reported that CEO and director Stephen J. Hemsley acquired 52 shares of UnitedHealth Group common stock on 12/16/2025 as dividend equivalents on vested deferred stock units.

How many UnitedHealth Group (UNH) shares does Stephen J. Hemsley own after this Form 4 filing?

After the reported transaction, Stephen J. Hemsley beneficially owns 427,947.942 shares of UnitedHealth Group common stock directly, plus 351.9396 shares indirectly via a 401(k) and 681,875 shares indirectly via trusts.

What are the 52 UnitedHealth Group (UNH) shares reported in this Form 4?

The 52 shares represent dividend equivalents paid on vested deferred stock units. These dividend equivalents are immediately vested and follow the same terms as the underlying deferred stock units.

Did Stephen J. Hemsley pay cash for the 52 UnitedHealth Group (UNH) shares?

No. The Form 4 shows the 52 shares of common stock were acquired at a price of $0, reflecting a stock-based dividend equivalent rather than a cash purchase in the market.

What is Stephen J. Hemsley’s role at UnitedHealth Group (UNH) according to this filing?

The filing lists Stephen J. Hemsley as both a Director and an Officer, with the officer title of CEO, UHG.

How is some of Stephen J. Hemsley’s UnitedHealth Group (UNH) stock held indirectly?

According to the report, Hemsley holds UnitedHealth Group common stock indirectly through a 401(k) account, showing 351.9396 shares, and through trusts, showing 681,875 shares.