UnitedHealth (NYSE: UNH) CEO logs tax-withholding share disposition

Rhea-AI Filing Summary

UnitedHealth Group Chief Executive Officer, UHC, Timothy John Noel reported a tax-related share disposition under a Form 4. On 02/13/2026, 125.616 shares of UnitedHealth Group common stock were used to cover tax withholding at a price of $293.19 per share. Following this tax-withholding disposition, he directly owned 9,205.052 shares of 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)
02/13/2026

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	02/13/2026		F		125.616	D	$293.19	9,205.052	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:

Remarks:

	Faraz A. Choudhry, Attorney-in-Fact for Timothy J. Noel	02/17/2026
	** 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).
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FAQ

What insider transaction did UNH executive Timothy John Noel report?

Timothy John Noel reported a tax-withholding disposition of UnitedHealth Group common stock. On 02/13/2026, 125.616 shares were surrendered to cover tax obligations, rather than sold in the open market, as reflected by transaction code F on the Form 4.

How many UnitedHealth (UNH) shares were involved in Noel’s Form 4 filing?

The Form 4 shows 125.616 common shares of UnitedHealth Group were disposed of. These shares were used to satisfy tax withholding at a reported price of $293.19 per share, rather than representing a traditional open-market sale by the executive.

What does transaction code F mean in Timothy Noel’s UNH Form 4?

Transaction code F indicates a payment of tax liability or exercise price using company securities. In this case, 125.616 UnitedHealth Group shares were disposed of to cover tax withholding, so the transaction is administrative rather than a discretionary market sale.

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

After the reported tax-withholding disposition, Timothy John Noel directly owned 9,205.052 shares of UnitedHealth Group common stock. This figure reflects his beneficial ownership following the surrender of 125.616 shares to satisfy tax obligations on 02/13/2026.

Is Timothy Noel’s UNH Form 4 transaction a regular stock sale?

The Form 4 describes a tax-withholding disposition, not a standard open-market sale. Shares coded F are typically surrendered back to the company or withheld to cover tax liabilities, so the transaction is mainly administrative rather than a discretionary portfolio decision.

What is Timothy Noel’s role at UnitedHealth Group (UNH) in this Form 4?

In the filing, Timothy John Noel is identified as an officer of UnitedHealth Group, serving as Chief Executive Officer, UHC. The reported transaction reflects his activity as a senior executive subject to Section 16 insider reporting requirements for company equity holdings.