UnitedHealth (UNH) Director Reports 236 Share Grant as Dividend Equivalents

Rhea-AI Filing Summary

Michele J. Hooper, a director of UnitedHealth Group (UNH), received 236 shares on 09/23/2025 as dividend equivalents tied to vested deferred stock units; the reporting indicates these dividend equivalents are immediately vested and carry the same terms as the underlying deferred stock units. After the transaction, Hooper beneficially owned 40,715 shares. The Form 4 was signed by an attorney-in-fact on 09/25/2025. No cash consideration was paid for the 236 shares, consistent with dividend-equivalent treatment.

Positive

• Increase in insider ownership by 236 shares, bringing total beneficial ownership to 40,715 shares
• Transparent disclosure of dividend equivalents and immediate vesting consistent with compensation plan terms

Negative

• None.

Insights

Financial Analyst

TL;DR: Director received dividend-equivalent shares, modestly increasing holdings; transaction is non-cash and routine.

The Form 4 shows a non-derivative acquisition of 236 shares on 09/23/2025 recorded at $0, described as dividend equivalents on vested deferred stock units that vest immediately and mirror the underlying awards. This type of issuance is compensatory rather than market-driven and does not reflect open-market buying or selling. The post-transaction beneficial ownership of 40,715 shares provides context for the director's stake size but does not on its own indicate a change in company control or a material shift in insider conviction.

Corporate Governance Expert

TL;DR: Routine executive compensation mechanics; disclosure aligns with Section 16 reporting requirements.

The filing documents a routine allocation of dividend equivalents tied to previously granted deferred stock units. Such allocations are common in director compensation plans to preserve economic parity with common stock ownership. The immediate vesting language is important for timing of beneficial ownership, and the Form 4 properly discloses the receipt and resulting total holdings. There is no indication of unusual acceleration, related-party transactions, or policy exceptions in the disclosed text.

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^*

HOOPER MICHELE J

(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		236(1)	A	$0	40,715	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 Michele J. Hooper	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 Michele J. Hooper report on Form 4 for UNH?

The Form 4 reports an acquisition of 236 shares on 09/23/2025 recorded as dividend equivalents on vested deferred stock units; post-transaction ownership is 40,715 shares.

Were any shares purchased for cash in this Form 4 filing (UNH)?

No. The transaction is reported at a price of $0, reflecting issuance as dividend equivalents rather than a cash purchase.

What is the nature of the shares issued to Michele J. Hooper?

The shares represent dividend equivalents that are immediately vested and subject to the same terms as the underlying deferred stock units.

When was the Form 4 for Michele J. Hooper filed and signed?

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

Does this Form 4 indicate any sale or disposition by the reporting person (UNH)?

No. The filing shows an acquisition (code A) of shares and does not disclose any dispositions.