UnitedHealth Group (UNH) CEO of UHC gets major equity grants and tax share disposition

Rhea-AI Filing Summary

UNITEDHEALTH GROUP INC executive Timothy John Noel reported new equity awards and a small tax-related share disposition. He received 35,517 non-qualified stock options and 8,855 shares of common stock as grants. The options and the related restricted stock units vest 25% each year on February 23 from 2027 through 2030. To satisfy tax obligations, 123.171 shares of common stock were disposed of at $282.34 per share, leaving him with 17,472.324 common shares directly owned.

Insights

Executive compensation analyst

Routine equity grants to a key executive with tax withholding share disposition.

The filing shows Timothy John Noel, Chief Executive Officer of UHC, receiving 35,517 non-qualified stock options and 8,855 common shares as equity compensation. Both the options and related restricted stock units vest in four equal annual installments from 2027 through 2030.

The disposition of 123.171 shares at $282.34 per share is labeled as a tax-withholding transaction, not an open-market sale. Overall, this looks like standard long-term incentive compensation for a senior executive, with no clear information suggesting a material change to the investment thesis.

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).

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^*

Noel Timothy John

(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, UHC

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		123.171	D	$282.34	8,617.324	D
Common Stock	02/23/2026		A		8,855(1)	A	$0	17,472.324	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		35,517		(2)	02/23/2036	Common Stock	35,517	$0	35,517	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 Timothy J. Noel	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 UNH executive Timothy John Noel receive on this Form 4?

Timothy John Noel received a grant of 35,517 non-qualified stock options and 8,855 shares of UnitedHealth Group common stock. These awards are part of his executive equity compensation and are structured to vest gradually over several years, aligning incentives with long-term company performance.

How do Timothy John Noel’s new UnitedHealth Group equity awards vest?

The restricted stock units underlying the 8,855-share common stock grant vest 25% each year on February 23 from 2027 through 2030. The 35,517 non-qualified stock options follow the same schedule, creating a four-year vesting period that encourages long-term retention and performance.

Did Timothy John Noel sell UnitedHealth Group (UNH) shares in this Form 4 filing?

The filing shows a disposition of 123.171 UnitedHealth Group common shares at $282.34 per share, coded as a tax-withholding transaction. This indicates shares were delivered to cover tax obligations related to equity awards, rather than an open-market sale initiated for portfolio or liquidity reasons.

How many UnitedHealth Group shares does Timothy John Noel own after these transactions?

After the reported transactions, Timothy John Noel directly owns 17,472.324 shares of UnitedHealth Group common stock. This figure reflects the new stock grant, minus the 123.171 shares disposed of to satisfy tax liabilities, and represents his updated direct equity stake in the company.

What is the significance of the non-qualified stock options granted to Timothy John Noel at UNH?

The 35,517 non-qualified stock options give Noel the right to buy UnitedHealth Group shares, subject to vesting 25% annually from 2027 to 2030. Such options are typical for senior executives and are designed to tie compensation more closely to future share price performance.