UNH (UNH) UHC chief uses shares to cover equity award taxes

Rhea-AI Filing Summary

UNITEDHEALTH GROUP INC executive Timothy John Noel reported tax-related share dispositions under a Form 4. On February 20, 2026, he used 152.599 and 311.958 shares of common stock, each at $290.00 per share, to cover tax obligations. After these non-market transactions, he directly owned 8,740.495 common shares.

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^*

Noel Timothy John

(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, UHC

3. Date of Earliest Transaction (Month/Day/Year)
02/20/2026

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	02/20/2026		F		152.599	D	$290	9,052.453	D
Common Stock	02/20/2026		F		311.958	D	$290	8,740.495	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:

Remarks:

	Faraz A. Choudhry, Attorney-in-Fact for Timothy J. Noel	02/24/2026
	** 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 insider transactions did UNH executive Timothy John Noel report on this Form 4?

He reported two tax-withholding dispositions of UnitedHealth Group common stock. On February 20, 2026, he delivered 152.599 and 311.958 shares at $290.00 per share to satisfy tax obligations rather than selling shares on the open market.

Was the UNH Form 4 transaction a market sale of shares?

No, the filing shows code F tax-withholding dispositions, not open-market sales. Shares were delivered at an indicated value of $290.00 each to cover tax liabilities associated with equity awards, which is a common administrative mechanism for paying required taxes.

How many UnitedHealth Group (UNH) shares did Timothy John Noel use for tax withholding?

He used a total of 152.599 and 311.958 UnitedHealth Group common shares. Both transactions occurred on February 20, 2026 at a stated value of $290.00 per share, specifically to satisfy tax obligations tied to his equity compensation.

How many UNH shares does Timothy John Noel directly own after these Form 4 transactions?

Following the reported tax-withholding dispositions, he directly owns 8,740.495 shares of UnitedHealth Group common stock. This post-transaction balance is disclosed in the Form 4 data and reflects his remaining direct ownership after delivering shares for tax purposes.

What does transaction code F mean in the UNH Form 4 filing?

Transaction code F indicates payment of an exercise price or tax liability by delivering securities rather than cash. In this case, UnitedHealth Group shares were withheld or delivered to cover tax obligations linked to equity awards, not sold on the open market.