UnitedHealth (UNH) CFO Reports 66.899 RSU Dividend Equivalents

Rhea-AI Filing Summary

Wayne S. DeVeydt, Chief Financial Officer of UnitedHealth Group Inc. (UNH), reported a non-derivative acquisition on 09/23/2025 of 66.899 shares of common stock. The filing states these shares represent dividend equivalents paid on outstanding restricted stock units and were recorded at a $0 price because they are dividend-equivalent awards rather than open-market purchases. After the transaction, Mr. DeVeydt beneficially owned 10,591.899 shares. The filing notes the dividend equivalents are subject to the same vesting and forfeiture terms as the underlying restricted stock units.

Positive

• Disclosure compliance: Timely Form 4 filing discloses insider equity activity for the CFO.
• Ownership increased: Reporting personbeneficial ownership rose by 66.899 dividend-equivalent shares, recorded transparently.

Negative

• Forfeiture risk: The dividend equivalents are subject to the same vesting and forfeiture terms as the underlying restricted stock units, meaning they may be forfeited if RSUs do not vest.

Insights

Corporate Governance Expert

TL;DR: Routine insider reporting of dividend-equivalent RSU credits; governance implications minimal and standard.

The Form 4 documents a common, non-cash issuance of 66.899 dividend-equivalent shares tied to restricted stock units. Such entries are typically administrative and do not reflect open-market trading or additional compensation beyond existing equity awards. The filing appropriately discloses that the dividend equivalents carry the same vesting and forfeiture conditions as the underlying RSUs, which is standard practice to align executive incentives with shareholder interests.

Financial Analyst

TL;DR: Small, non-cash equity accrual reported; immaterial to UNH valuation based on the filing alone.

The reported 66.899 shares were recorded at $0 and described as dividend equivalents on outstanding restricted stock units, indicating these are accruals tied to existing awards rather than new compensation or market purchases. The post-transaction beneficial ownership is listed as 10,591.899 shares. The filing provides no information on market value or proportional ownership relative to total outstanding shares, so material impact cannot be assessed from this document alone.

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).

1. Name and Address of Reporting Person^*

DeVeydt Wayne S

(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 Financial Officer

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		66.899(1)	A	$0	10,591.899	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 Wayne S. DeVeydt	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 CFO Wayne S. DeVeydt report on Form 4?

The Form 4 reports an acquisition of 66.899 common shares as dividend equivalents on restricted stock units, dated 09/23/2025.

Are the shares purchased by UNH CFO a cash purchase?

No. The filing shows a $0 price because the shares represent dividend equivalents on existing restricted stock units, not an open-market cash purchase.

How many UNH shares does the reporting person own after the transaction?

The reporting person beneficially owned 10,591.899 shares following the reported transaction.

Do the dividend-equivalent shares reported for UNH have any restrictions?

Yes. The filing states the dividend equivalents are subject to the same vesting and forfeiture terms as the underlying restricted stock units.

When was the Form 4 signed and who signed it?

The Form 4 was signed by an attorney-in-fact, Faraz A. Choudhry, on 09/25/2025 for Wayne S. DeVeydt.