UnitedHealth (UNH) Insider Filing: 64.683 Shares Credited to CEO Conway

Rhea-AI Filing Summary

UnitedHealth Group (UNH) insider filing: This Form 4 reports that Patrick H. Conway, Chief Executive Officer, Optum, received 64.683 shares of UnitedHealth common stock on 09/23/2025 at no cost as dividend equivalents credited on outstanding restricted stock units. The entry shows these dividend equivalents are subject to the same vesting terms as the underlying restricted stock units and will be forfeited if those units do not vest. Following the reported transaction, Mr. Conway is shown as beneficially owning 10,536.194 shares (direct ownership). The filing was signed by an attorney-in-fact on behalf of Mr. Conway on 09/25/2025. The Form contains no option exercises, sales, or cash purchases; it discloses a routine issuance tied to compensation arrangements.

Insights

Corporate Governance Expert

TL;DR: Routine compensation-related dividend equivalents were credited to a senior executive; no cash transaction or sales disclosed.

The Form 4 documents a standard issuance of dividend equivalents on restricted stock units to a named executive, reflecting typical equity compensation mechanics. The filing explicitly states the dividend equivalents follow the vesting and forfeiture conditions of the underlying RSUs, preserving retention incentives and aligning the executive with shareholder outcomes. There is no indication of share disposition, option activity, or other special transactions that would materially change outstanding insider exposure.

Securities/Fiduciary Analyst

TL;DR: Minor non-cash credit increasing direct holdings by a small amount; immaterial to company capital structure or market float.

The reported 64.683-share credit at $0 reflects non-cash dividend equivalents rather than a market purchase or sale. The reported post-transaction beneficial ownership of 10,536.194 shares remains modest relative to a large-cap issuer and the filing lacks any exercise or sale activity that would affect supply or signal liquidity needs. This is a routine disclosure under Section 16 and carries limited investor impact.

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^*

Conway Patrick Hugh

(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)
	Chief Executive Officer, Optum

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		64.683(1)	A	$0	10,536.194	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 Patrick H. Conway	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 Patrick H. Conway report on the UNH Form 4?

The Form 4 reports receipt of 64.683 shares as dividend equivalents on restricted stock units, credited on 09/23/2025 at a price of $0.

Does the Form 4 show any sales or purchases of UNH shares by the reporting person?

No. The filing shows a non-cash issuance (dividend equivalents) and does not report any market purchases or dispositions.

How many UNH shares does Mr. Conway beneficially own after this transaction?

The filing reports 10,536.194 shares beneficially owned following the reported transaction.

Are the dividend equivalents immediately vested and transferable?

No. The filing states the dividend equivalents are subject to the same vesting terms as the underlying restricted stock units and are forfeited if those units do not vest.

When was the Form 4 signed and filed for UNH?

The signature by the attorney-in-fact is dated 09/25/2025, and the transaction date reported is 09/23/2025.