UnitedHealth (UNH) Director Reports 39 Shares from Deferred Units

Rhea-AI Filing Summary

John H. Noseworthy, M.D., a director of UnitedHealth Group Inc. (UNH), reported a non‑derivative acquisition on 09/23/2025. The filing shows 39 shares of Common Stock were acquired at a reported price of $0, described as dividend equivalents paid on vested deferred stock units that are immediately vested and subject to the same terms as the underlying deferred stock units. After the transaction, Dr. Noseworthy beneficially owned 6,432 shares of UNH. The Form 4 was signed by an attorney‑in‑fact on 09/25/2025.

Insights

Financial Analyst

TL;DR: Director received 39 dividend‑equivalent shares; small, routine equity accrual with no indicated cash purchase.

The filing reports 39 shares issued as dividend equivalents on vested deferred stock units and a post‑transaction beneficial ownership of 6,432 shares. The acquisition is recorded at a $0 price, consistent with equity grants or dividend‑equivalent distributions rather than an open‑market purchase. Given the small share count relative to a large‑cap issuer, this transaction is routine compensation administration and not material for valuation or control considerations.

Corporate Governance Expert

TL;DR: Routine insider reporting of vested deferred stock unit dividend equivalents; disclosure aligns with Section 16 requirements.

The Form 4 discloses the director status of the reporting person and classifies the acquisition as dividend equivalents tied to vested deferred stock units. The description clarifies immediate vesting and identical terms to the underlying units, which is standard for deferred equity compensation. The filing was executed by an attorney‑in‑fact, indicating timely administrative handling. No governance or control change is evident from the disclosed amounts.

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).

1. Name and Address of Reporting Person^*

Noseworthy John H

(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)
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		39(1)	A	$0	6,432	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:

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 John H. Noseworthy M.D.	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.
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 transaction did UNH director John H. Noseworthy report on Form 4?

The Form 4 reports acquisition of 39 shares of UNH common stock on 09/23/2025, recorded as dividend equivalents on vested deferred stock units.

Was any cash paid for the 39 shares reported by John H. Noseworthy?

No cash was reported; the price is listed as $0, reflecting dividend equivalents rather than an open‑market purchase.

How many UNH shares did John H. Noseworthy beneficially own after the transaction?

After the reported transaction, he beneficially owned 6,432 shares of UNH.

What is the nature of the dividend equivalents reported in the Form 4?

The filing states the dividend equivalents were paid on vested deferred stock units, are immediately vested, and are subject to the same terms as the underlying units.

Who signed the Form 4 for John H. Noseworthy and when?

The Form 4 was signed by Faraz A. Choudhry, Attorney‑in‑Fact for John H. Noseworthy on 09/25/2025.