UnitedHealth (UNH) Form 4: 61 Shares Issued to Director as Dividend Equivalents

Rhea-AI Filing Summary

Timothy P. Flynn, a director of UnitedHealth Group Inc. (UNH), reported a Section 16 transaction dated 09/23/2025. The filing shows 61 shares of Common Stock were acquired as dividend equivalents on vested deferred stock units, with a reported price of $0. Following the transaction, Mr. Flynn beneficially owned 9,538 shares directly and 6,033 shares indirectly through a trust. The form was signed by an attorney-in-fact on 09/25/2025. The filing is a single-person Form 4 and lists Mr. Flynn's relationship to the issuer as a director.

Positive

• Acquisition of 61 shares as dividend equivalents was disclosed, increasing direct holdings
• Clear explanation that the shares represent dividend equivalents on vested deferred stock units and are immediately vested
• Complete ownership breakdown provided: 9,538 direct and 6,033 indirect (by trust)

Negative

• None.

Insights

Securities Analyst

TL;DR: Routine Section 16 disclosure of dividend-equivalent vesting; small, non-cash acquisition increases direct holding.

This Form 4 documents a non-cash acquisition of 61 shares reported as dividend equivalents on vested deferred stock units, which are stated to be immediately vested and subject to the same terms as the underlying units. The filing discloses total beneficial ownership of 9,538 shares directly and 6,033 indirectly via trust. The disclosure appears procedural and consistent with compensation-related vesting rather than open-market trading.

Corporate Governance Specialist

TL;DR: Director-level compensation vesting disclosed; signature executed by attorney-in-fact two days after the transaction.

The report identifies Timothy P. Flynn as a director and records the acquisition date of 09/23/2025 with the Form 4 signed by an attorney-in-fact on 09/25/2025. The explanatory note clarifies these shares are dividend equivalents tied to deferred stock units and immediately vest. The filing is concise with no amendments noted and no derivative transactions reported.

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
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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^*

FLYNN TIMOTHY PATRICK

(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		61(1)	A	$0	9,538	D
Common Stock								6,033	I	By Trust

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 Timothy P. Flynn	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 UNH director Timothy P. Flynn acquire on 09/23/2025?

He acquired 61 shares of Common Stock reported as dividend equivalents on vested deferred stock units.

What is the reported purchase price for the shares in the Form 4?

The filing reports a price of $0 for the 61 shares, reflecting dividend-equivalent issuance.

How many UnitedHealth (UNH) shares does Timothy P. Flynn beneficially own after the transaction?

The Form 4 reports 9,538 shares directly and 6,033 shares indirectly via a trust.

What is the nature of the 61-share acquisition reported by Timothy P. Flynn?

The filing states they are dividend equivalents paid on vested deferred stock units and are immediately vested.

When was the Form 4 signed and by whom?

The signature block shows Faraz A. Choudhry, Attorney-in-Fact, with a signature date of 09/25/2025.