UnitedHealth (UNH) Director Adds 49 Shares via Dividend Equivalents

Rhea-AI Filing Summary

Frederick W. McNabb III, a director of UnitedHealth Group Inc. (UNH), reported a transaction on Form 4 showing the acquisition of 49 shares of Common Stock on 09/23/2025 at no cash price. The filing explains these 49 shares represent dividend equivalents paid on vested deferred stock units, which are immediately vested and subject to the same terms as the underlying units. Following the transaction, Mr. McNabb beneficially owns 14,052 shares. The Form 4 was signed by an attorney-in-fact on 09/25/2025.

Insights

Corporate Governance Expert

TL;DR: Director received dividend equivalents converted to 49 shares, modestly increasing beneficial ownership to 14,052 shares.

This Form 4 discloses a routine, non-cash issuance: dividend equivalents on vested deferred stock units converted into 49 shares that vest immediately and carry the same terms as the underlying units. The transaction is administrative and not indicative of a change in investment intent. For governance transparency, timely reporting and attorney-in-fact signature are appropriate and meet Section 16 requirements.

Securities Compliance Analyst

TL;DR: Filing documents a standard Section 16 disclosure for dividend-equivalent share issuance; no material disposition or purchase price involved.

The entry uses Transaction Code A and shows a $0 price, consistent with dividend-equivalent issuance rather than a market purchase or sale. Beneficial ownership after the transaction is clearly stated. No amendments or additional transactions are reported. From a compliance perspective this is routine and low impact for investors.

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

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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^*

MCNABB FREDERICK WILLIAM III

(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		49(1)	A	$0	14,052	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 Frederick William McNabb III	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 Frederick W. McNabb III report on Form 4 (UNH)?

He reported the acquisition of 49 shares of UnitedHealth Group common stock on 09/23/2025 as dividend equivalents on vested deferred stock units.

What was the price paid for the shares reported on the Form 4?

The shares were reported at a $0 price because they represent dividend equivalents converted into shares.

How many UnitedHealth (UNH) shares does McNabb beneficially own after this transaction?

Following the transaction, he beneficially owns 14,052 shares.

Who signed the Form 4 for Frederick W. McNabb III and when?

The Form 4 was signed by Faraz A. Choudhry, Attorney-in-Fact for Frederick William McNabb III on 09/25/2025.

What is the nature of the shares acquired according to the filing?

The filing states they are dividend equivalents paid on vested deferred stock units that are immediately vested and carry the same terms as the underlying units.