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

Rhea-AI Filing Summary

UnitedHealth Group (UNH) – Form 4 insider transaction

Director Timothy P. Flynn reported the acquisition of 66 common shares on 06/24/2025. The shares represent dividend equivalents paid on previously vested deferred stock units and were received at $0 cost. After this transaction, Flynn’s holdings stand at 9,189 shares held directly and 6,033 shares held indirectly through a trust. The filing was submitted on 06/26/2025 by attorney-in-fact Faraz A. Choudhry.

Insights

Securities Analyst

TL;DR: Small, routine insider share accrual; negligible impact on UNH valuation.

The Form 4 details a minor, non-cash addition of 66 shares to Director Timothy P. Flynn’s position, arising from dividend equivalents on deferred stock units. Because the transaction is de minimis (valued well below 0.01% of daily trading volume) and involves no open-market purchase or sale, it signals neither bullish nor bearish sentiment. Post-transaction ownership—9,189 direct and 6,033 indirect shares—remains immaterial relative to UNH’s >900 million shares outstanding. I classify the disclosure as neutral and not impactful for investors.

Corporate Governance Expert

TL;DR: Routine dividend-equivalent credit; no governance red flags detected.

The filing confirms compliance with Section 16 reporting and reflects standard board compensation mechanics (dividend equivalents on deferred stock). No Rule 10b5-1 plan was indicated, and the shares were credited automatically at zero cost. There are no changes to board composition, voting power, or control considerations. Consequently, the event is administrative, carrying no material governance or ownership implications.

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^*

FLYNN TIMOTHY PATRICK

(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)
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		66(1)	A	$0	9,189	D
Common Stock								6,033	I	By Trust

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 Timothy P. Flynn	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 insider transaction did UNH director Timothy P. Flynn report?

An automatic acquisition of 66 UNH common shares as dividend equivalents on 06/24/2025.

How many shares does Flynn own after the reported transaction?

He holds 9,189 shares directly and 6,033 shares indirectly through a trust.

Why was the share price recorded at $0?

The shares were dividend equivalents credited on vested deferred stock units, involving no cash payment.

When was the Form 4 for UnitedHealth Group filed?

The filing was submitted on 06/26/2025.

Did the transaction involve a Rule 10b5-1 trading plan?

No; the form does not indicate the use of a Rule 10b5-1(c) plan.

Is this transaction material to UnitedHealth Group investors?

Given its small size, the event is not considered material to UNH’s financial outlook.