UnitedHealth Group (UNH) CEO of UHC reports stock from dividend equivalents

Rhea-AI Filing Summary

UnitedHealth Group executive reports routine share accrual from dividends. Timothy J. Noel, Chief Executive Officer of UnitedHealthcare (a unit of UnitedHealth Group Inc.), reported acquiring 44.329 shares of UnitedHealth Group common stock on 12/16/2025. The filing explains this represents dividend equivalents paid on outstanding restricted stock units, which follow the same vesting terms as the underlying awards and are forfeited if those units do not vest.

These shares were acquired at a price of $0, reflecting that they are dividend-related accruals rather than open-market purchases. Following this transaction, Noel directly beneficially owns 9,330.668 shares of UnitedHealth Group common stock.

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

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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)
12/16/2025

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	12/16/2025		A		44.329(1)	A	$0	9,330.668	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 Timothy J. Noel	12/18/2025
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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FAQ

What insider transaction did UnitedHealth Group (UNH) report for Timothy J. Noel?

Timothy J. Noel reported acquiring 44.329 shares of UnitedHealth Group common stock on 12/16/2025, as shown in the Form 4 transaction table.

How were the new UnitedHealth Group (UNH) shares received by the insider?

The filing states the 44.329 shares represent dividend equivalents paid on outstanding restricted stock units, which mirror the terms and vesting of the underlying units.

Did Timothy J. Noel pay cash for the UNH shares reported in this filing?

No cash payment is indicated. The Form 4 lists the transaction price as $0, reflecting that the shares were issued as dividend equivalents rather than purchased in the market.

What is Timothy J. Noel’s role at UnitedHealth Group (UNH)?

The reporting person is identified as an Officer, with the title Chief Executive Officer, UHC, indicating leadership of UnitedHealthcare within UnitedHealth Group.

How many UnitedHealth Group (UNH) shares does Timothy J. Noel own after this transaction?

After the reported dividend-equivalent accrual, Noel directly beneficially owns 9,330.668 shares of UnitedHealth Group common stock.

Are the dividend equivalent shares for UNH subject to vesting conditions?

Yes. The explanation states the dividend equivalents are subject to the same terms as the underlying restricted stock units and are forfeited if those units do not vest.