[Form 4] UNITEDHEALTH GROUP INC Insider Trading Activity

Rhea-AI Filing Summary

UnitedHealth Group (UNH) insider filing shows a small, non-cash award and details of the reporting person's holdings. On 09/23/2025 the filing reports acquisition of 50 shares as dividend equivalents on vested deferred stock units, recorded at a $0 price because they represent vested awards rather than open-market purchases. The form shows the reporting person holds 427,895.942 shares directly, plus 349.7439 shares indirectly in a 401(k) and 681,875 shares indirectly in trusts. Explanatory notes state certain trust-to-direct and direct-to-trust transfers occurred on August 14, 2025 and were exempt from reporting under Rule 16a-13.

Positive

• Dividend equivalents vested (50 shares) indicating compensation units converted to shares
• Substantial insider ownership disclosed: 427,895.942 shares directly and significant indirect holdings in 401(k) and trusts
• Transfers between trusts and direct holdings were executed under Rule 16a-13 exemptions, showing orderly internal reclassification

Negative

• None.

Insights

Corporate Governance Expert

TL;DR: High insider ownership retained; reported activity is routine equity compensation vesting, not open-market trading.

The Form 4 documents a standard compensation-related vesting event: 50 shares issued as dividend equivalents on deferred stock units. Such entries typically reflect executive compensation mechanics rather than a signal of buying or selling intent. The filing also clarifies internal reclassification of shares between trusts and direct holdings on August 14, 2025 that were exempt under Rule 16a-13, which is a routine governance transfer disclosure. For governance review, the key point is continued substantial insider ownership rather than transactional change.

Securities Analyst

TL;DR: Transaction immaterial to market; disclosures confirm meaningful long-term insider stake.

The transaction recorded on 09/23/2025 is 50 shares valued at $0, representing dividend equivalents tied to deferred stock units and immediately vested per the filing. This is a non-cash, routine compensation event with negligible market impact. The reported direct holding of 427,895.942 shares and additional indirect holdings in a 401(k) and trusts indicate a sizable ownership position by the reporting person. Transfers between direct and trust holdings on August 14, 2025 were Rule 16a-13 exempt and merely reclassified ownership form, not net exposure.

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^*

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)
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		50(1)	A	$0	427,895.942(2)	D
Common Stock								349.7439	I	By 401(k)
Common Stock								681,875(3)	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.

2. Includes 58,795 shares previously owned indirectly by trusts which were transferred to the reporting person's direct holdings on August 14, 2025, and excludes 5,555 shares previously owned directly which were contributed to the reporting person's trusts on August 14, 2025. These transactions were exempt from reporting pursuant to Rule 16a-13.

3. Excludes 58,795 shares previously owned indirectly by trusts which were transferred to the reporting person's direct holdings on August 14, 2025, and includes 5,555 shares previously owned directly which were contributed to the reporting person's trusts on August 14, 2025. These transactions were exempt from reporting pursuant to Rule 16a-13.

Remarks:

	Faraz A. Choudhry, Attorney-in-Fact for Stephen J. Hemsley	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.
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FAQ

What transaction did Stephen J. Hemsley report on Form 4 for UNH?

The Form 4 reports acquisition of 50 shares on 09/23/2025 as dividend equivalents on vested deferred stock units, recorded at $0.

How many UNH shares does the reporting person hold after the transaction?

The filing shows 427,895.942 shares directly following the reported transaction, plus 349.7439 shares indirectly in a 401(k) and 681,875 shares indirectly in trusts.

Were there any transfers between direct and trust holdings disclosed?

Yes. Notes state that on August 14, 2025, 58,795 shares moved from trusts to direct holdings and 5,555 shares moved from direct to trusts; those transfers were exempt under Rule 16a-13.

Does the Form 4 show any open-market purchases or sales?

No. The reported 50-share acquisition represents vested dividend equivalents at $0, not an open-market purchase or sale.

Who signed the Form 4 and when was it filed?

The form is signed by Faraz A. Choudhry as Attorney-in-Fact for Stephen J. Hemsley with a signature date of 09/25/2025.