[Form 4] UNITEDHEALTH GROUP INC Insider Trading Activity

Rhea-AI Filing Summary

Christopher R. Zaetta, EVP & Chief Legal Officer of UnitedHealth Group (UNH), received 42.53 dividend-equivalent shares on 09/23/2025 that were paid on outstanding restricted stock units and are subject to the same vesting and forfeiture terms as the underlying RSUs. The transaction was reported on a Form 4 executed by an attorney-in-fact on 09/25/2025. The reported shares were issued at a $0 price as dividend equivalents and increase the reporting person’s beneficial ownership to 10,283.276 shares following the transaction.

Positive

• 42.53 dividend-equivalent shares were issued, reflecting additional equity alignment with shareholders
• Beneficial ownership after the transaction is explicitly reported as 10,283.276 shares

Negative

• None.

Insights

Securities/Insider Transactions Analyst

TL;DR: Insider received dividend-equivalent shares tied to RSUs, modestly increasing reported beneficial ownership to 10,283.276 shares.

This Form 4 discloses a routine non-cash issuance of 42.53 dividend-equivalent shares to the company’s EVP & Chief Legal Officer on 09/23/2025, reported under Section 16. The issuance is explicitly tied to outstanding restricted stock units and carries the same vesting/forfeiture conditions as those RSUs. The entry is reported at a price of $0, consistent with dividend-equivalent treatment rather than a market purchase or exercise. From an investor-impact perspective, this is an administrative equity accrual and not a market-moving event; beneficial ownership after the transaction is documented as 10,283.276 shares.

Corporate Governance Specialist

TL;DR: Routine compensation-related issuance that signals standard equity-based alignment with executives, no adverse governance signals.

The Form 4 indicates compensation settlement mechanics rather than a discretionary sale or purchase. Dividend-equivalent payments on RSUs are common and are explicitly noted to be forfeitable if the underlying RSUs do not vest, preserving typical alignment between executive incentives and shareholder outcomes. The filing includes an attorney-in-fact signature, which is standard when the reporting person delegates filing execution. There are no disclosures here of option exercises, open-market trades, or dispositions that would indicate liquidity events or governance concerns.

09/25/2025 - 04:14 PM

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^*

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)
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		42.53(1)	A	$0	10,283.276	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 outstanding restricted stock units. The dividend equivalents are subject to the same terms as the underlying restricted stock units and are forfeited if such units do not vest.

Remarks:

	Faraz A. Choudhry, Attorney-in-Fact for Christopher R. Zaetta	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 did the Form 4 for UNH filed by Christopher R. Zaetta report?

The Form 4 reports the issuance of 42.53 dividend-equivalent shares on 09/23/2025 related to outstanding restricted stock units; beneficial ownership afterward is 10,283.276 shares.

Were the shares purchased for cash in the reported transaction?

No; the Form 4 shows the dividend-equivalent shares were issued at a reported price of $0.

Do the dividend-equivalent shares vest immediately or have conditions?

The filing states the dividend equivalents are subject to the same terms as the underlying restricted stock units and are forfeited if those units do not vest.

Who signed or submitted the Form 4 for Christopher R. Zaetta?

The Form 4 was executed by Faraz A. Choudhry, Attorney-in-Fact for Christopher R. Zaetta on 09/25/2025.

What is the reporting person's role at UnitedHealth Group?

The filing identifies the reporting person as an Officer with the title EVP & Chief Legal Officer.