UnitedHealth (UNH) Director Reports 11 Vested Dividend-Equivalent Shares

Rhea-AI Filing Summary

Paul R. Garcia, a director of UnitedHealth Group Inc. (UNH), reported an internal acquisition on 09/23/2025 consisting of 11 common stock units recorded as acquired at $0 as dividend equivalents on vested deferred stock units. The filing shows 2,761 shares beneficially owned directly after the transaction and additional indirect holdings of 2,146 shares via a revocable trust plus 45 and 55 shares via two other trusts. The dividend equivalents vested immediately and carry the same terms as the underlying deferred stock units.

Positive

• Transparent disclosure of dividend-equivalent issuance and beneficial ownership breakdown
• Dividend equivalents vested immediately and are treated the same as underlying deferred stock units

Negative

• None.

Insights

Corporate Governance Expert

TL;DR: Insider received a small number of vested dividend-equivalent shares, modestly increasing direct holdings.

The Form 4 discloses a routine issuance of 11 shares as dividend equivalents that immediately vested and carry the same restrictions as the underlying deferred stock units. This type of transaction is standard compensation mechanics for directors and does not reflect a purchase or open-market trade. The reporting indicates transparent disclosure and the use of a revocable trust for indirect holdings, which is common for estate and tax planning. No material change to control or ownership concentration is evident.

Securities Analyst

TL;DR: Transaction is routine, immaterial to UNH capitalization and unlikely to influence market perception.

The reported acquisition of 11 vested dividend-equivalent shares at no cash cost increases the reporting person’s direct beneficial ownership to 2,761 shares, with additional indirect holdings noted. The entry price of $0 and the explanatory remark confirm these units arose from compensation vesting rather than an open-market purchase. Given the small absolute size relative to UnitedHealth’s market cap, this filing is informational and not material for valuation or trading decisions.

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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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^*

GARCIA PAUL 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)

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		11(1)	A	$0	2,761	D
Common Stock								2,146	I	By Revocable Trust
Common Stock								45	I	By Trust 2
Common Stock								55	I	By Trust 3

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 Paul R. Garcia	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 Paul R. Garcia report on the UNH Form 4?

He reported acquisition of 11 common stock units as dividend equivalents that vested immediately, increasing direct ownership to 2,761 shares.

Why is the price listed as $0 on the Form 4 for UNH?

The $0 price reflects that the shares were issued as dividend equivalents on vested deferred stock units, not purchased for cash.

Does this Form 4 indicate a significant change in insider ownership for UNH?

No; the filing shows a small issuance of 11 shares and overall beneficial ownership remains modest, so it is not a material ownership change.

What indirect holdings does Paul R. Garcia have according to the filing?

The filing lists 2,146 shares held via a revocable trust and additional indirect holdings of 45 and 55 shares via two other trusts.

When was the reported transaction executed?

The transaction date reported is 09/23/2025 and the Form 4 was signed on 09/25/2025 by an attorney-in-fact.