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[Form 4] UNITEDHEALTH GROUP INC Insider Trading Activity

Filing Impact
(Neutral)
Filing Sentiment
(Neutral)
Form Type
4

Rhea-AI Filing Summary

UNITEDHEALTH GROUP INC executive Christopher R. Zaetta, EVP & Chief Legal Officer, reported multiple equity compensation transactions. He received a grant of 28,414 non-qualified stock options, each giving a right to buy UnitedHealth common shares, with the options vesting 25% annually on February 23 from 2027 through 2030.

Zaetta also acquired 7,084 shares of common stock as a grant, described in the footnotes as restricted stock units that vest 25% each year on February 23 from 2027 through 2030. In a related tax-withholding disposition, 129.454 shares of common stock were withheld at $282.34 per share to cover tax obligations, reducing the directly held common stock balance to 9,542.54 shares while increasing total equity awards outstanding.

Positive

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Negative

  • None.
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*
Zaetta Christopher R

(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)
EVP & Chief Legal Officer
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 129.454 D $282.34 9,542.54 D
Common Stock 02/23/2026 A 7,084(1) A $0 16,626.54 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 28,414 (2) 02/23/2036 Common Stock 28,414 $0 28,414 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 Christopher R. Zaetta 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 UNH executive Christopher R. Zaetta report on this Form 4?

Christopher R. Zaetta reported a grant of 28,414 non-qualified stock options and 7,084 shares of common stock tied to restricted stock units. These awards represent additional equity-based compensation rather than open-market share purchases.

How do Christopher Zaetta’s new UnitedHealth stock options vest?

Zaetta’s 28,414 non-qualified stock options vest in four equal installments of 25% annually. According to the disclosure, vesting occurs each February 23 from 2027 through 2030, creating a multi-year incentive tied to continued service.

What are the vesting terms for Zaetta’s UNH restricted stock units?

The filing states that the restricted stock units underlying 7,084 shares of common stock vest at 25% per year. Vesting dates fall on February 23 in each of the years 2027, 2028, 2029, and 2030, aligning with long-term compensation.

Why were 129.454 UnitedHealth shares disposed of in Zaetta’s Form 4?

The 129.454 shares of common stock were disposed of under code F, meaning they were withheld to satisfy tax liabilities. The price used for this tax-withholding disposition was $282.34 per share, rather than representing an open-market sale.

How many UnitedHealth common shares does Christopher Zaetta hold after these transactions?

After these transactions, Zaetta directly holds 9,542.54 shares of UnitedHealth common stock. This figure reflects the net position following the equity grants and the small tax-withholding share disposition reported in the Form 4 filing.

What is the overall direction of Christopher Zaetta’s UNH insider transactions?

Overall activity is mixed, with net equity increasing. Zaetta had two grant or award acquisitions (stock options and restricted stock units) and one small tax-withholding disposition, which slightly reduced common shares but did not represent an open-market sale.
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EDEN PRAIRIE