UNITEDHEALTH (NYSE: UNH) EVP receives stock options and awards

Rhea-AI Filing Summary

UNITEDHEALTH GROUP executive Erin McSweeney reported new equity awards and a related tax share disposition. She was granted 19,535 non-qualified stock options with an exercise right, and 4,871 shares of common stock as a stock award. The filing also shows 130.684 shares of common stock were disposed of at $282.34 per share to satisfy tax withholding obligations. Both the restricted stock units referenced in the footnotes and the non-qualified stock options vest 25% each year on February 23 from 2027 through 2030, spreading the compensation over four years.

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^*

McSweeney Erin

(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 People 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		130.684	D	$282.34	10,617.038	D
Common Stock	02/23/2026		A		4,871(1)	A	$0	15,488.038	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		19,535		(2)	02/23/2036	Common Stock	19,535	$0	19,535	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 Erin L. McSweeney	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 Erin McSweeney report at UNITEDHEALTH GROUP (UNH)?

Erin McSweeney reported a grant of 19,535 non-qualified stock options and 4,871 shares of common stock. These awards represent part of her long-term incentive compensation tied to UNITEDHEALTH GROUP’s stock performance and continued employment over several years.

How do the new stock options for Erin McSweeney at UNH vest?

The non-qualified stock options vest in four equal installments of 25% each year on February 23 from 2027 through 2030. This schedule encourages longer-term retention by linking McSweeney’s potential gains to UNITEDHEALTH GROUP’s multi-year performance and her ongoing service.

What is the vesting schedule for Erin McSweeney’s restricted stock units at UNH?

The restricted stock units vest at a rate of 25% annually on February 23 in each year from 2027 through 2030. This phased vesting structure spreads McSweeney’s stock-based compensation over four years, aligning incentives with UNITEDHEALTH GROUP’s longer-term results.

Why were 130.684 shares of UNITEDHEALTH GROUP stock disposed of in this Form 4?

The 130.684 shares of common stock were disposed of to cover tax liabilities, at a price of $282.34 per share. This tax-withholding disposition is a common mechanism where a portion of shares from an award is withheld instead of paying taxes in cash.

How many UNITEDHEALTH GROUP shares does Erin McSweeney own after these transactions?

After these transactions, Erin McSweeney directly holds 15,488.038 shares of UNITEDHEALTH GROUP common stock. This figure includes the newly granted stock award, net of the small number of shares withheld to satisfy tax obligations associated with the equity compensation.

Are Erin McSweeney’s Form 4 transactions at UNH open-market buys or sells?

The Form 4 shows grants and a tax-withholding disposition, not open-market trading. Awards include stock options and stock grants, while 130.684 shares were withheld at $282.34 per share solely to pay taxes tied to those compensation-related transactions.