[Form 4] UNITEDHEALTH GROUP INCORPORATED (Delaware) Insider Trading Activity

Rhea-AI Filing Summary

UnitedHealth Group Inc. (UNH) filed a Form 4 on 26-Jun-2025 detailing a minor insider transaction by Timothy J. Noel, Chief Executive Officer of UnitedHealthcare (a principal subsidiary).

On 24-Jun-2025, Noel acquired 47.823 shares of UNH common stock at $0.00 per share. The acquisition represents dividend-equivalent units automatically credited on outstanding restricted stock units (RSUs); these units carry the same vesting schedule as the underlying RSUs and will be forfeited if the RSUs do not vest. Following the credit, Noel’s direct beneficial ownership increased to 9,243.999 shares.

No open-market purchases, option exercises, or cash transactions occurred, and there was no use of a Rule 10b5-1 trading plan. The filing is procedural in nature, recording routine dividend accruals rather than an active investment decision by the insider.

Insights

Securities Analyst

TL;DR: Routine dividend-equivalent credit; immaterial to UNH valuation or insider sentiment.

The Form 4 shows a non-cash addition of 47.823 shares tied to RSU dividend equivalents. Such credits are common and signal neither bullish nor bearish intent. Noel’s total holdings rise marginally to ~9.2k shares, a tiny fraction of UNH’s 928 m fully diluted shares outstanding. Because the units remain subject to RSU vesting, there is no immediate liquidity impact. From a market perspective, the transaction is neutral and provides no incremental insight into future operating performance.

Corporate Governance Expert

TL;DR: Administrative insider filing; reflects standard equity compensation mechanics, not governance concern.

This filing complies with Section 16 reporting rules, evidencing transparency around equity-based pay. The absence of a Rule 10b5-1 designation confirms the credit occurred automatically under the RSU plan. No red flags emerge regarding timing, volume, or pricing. The event neither alters insider control dynamics nor suggests governance risk. Overall, the impact on shareholders’ oversight considerations is minimal.

06/26/2025 - 04:22 PM

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
Estimated average burden
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).

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)
06/24/2025

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	06/24/2025		A		47.823(1)	A	$0	9,243.999	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	06/26/2025
	** 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 Timothy J. Noel acquire in the latest UNH Form 4 filing?

47.823 shares of UNH common stock, credited as dividend equivalents on existing RSUs.

Was cash paid for the 47.823 UNH shares reported on 24-Jun-2025?

No. The shares were credited at $0.00 as part of RSU dividend equivalents.

How many UNH shares does Noel own after the transaction?

He now directly holds 9,243.999 shares.

Does the filing indicate use of a Rule 10b5-1 trading plan?

No. The corresponding checkbox was left blank.

Are the credited dividend equivalents immediately vested?

No. They carry the same vesting terms as the underlying RSUs and could be forfeited.