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

Rhea-AI Filing Summary

Form 4 filing for UnitedHealth Group (UNH) dated 07/02/2025 discloses routine quarterly equity compensation to non-employee director Paul R. Garcia.

• Transactions (07/01/2025): 173 deferred stock units (immediately vested, must be held until board service ends) and 96 shares of common stock, both awarded at $0 cost.
• Post-transaction ownership: 2,750 common shares held directly; 2,146 shares in a revocable trust; 45 and 55 shares in two additional trusts, for a total indirect holding of 2,246 shares.
• No derivative securities were acquired or disposed of; the filing cites the awards as regular quarterly director compensation, not incentive-based or market purchases.

The filing is administrative in nature, with no impact on company operations, capital structure, or insider sentiment beyond customary board compensation.

Insights

Financial Analyst

TL;DR: Routine director equity grant; neutral for valuation.

The reported acquisitions are standard board compensation—non-cash and immaterial relative to UNH’s 930 million shares outstanding. The director’s aggregate direct stake (≈0.0003%) remains negligible, offering no meaningful signal of insider conviction or strategy shift. No derivatives, sales, or large block moves were disclosed, and there is no indication of upcoming corporate events. Consequently, the filing should be viewed as housekeeping rather than a catalyst.

Corporate Governance Expert

TL;DR: Confirms UNH’s standard board pay structure; no red flags.

The grant aligns with prevailing S&P 500 director pay practice of quarterly stock/DSU awards to foster alignment with shareholders. Mandatory deferral of DSUs until board departure supports long-term oversight. No unusual acceleration clauses or special awards appear, indicating consistent, transparent governance. The filing poses no governance concerns and is non-impactful to investors.

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^*

Noseworthy John H

(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)
07/01/2025

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	07/01/2025		A		288(1)	A	$0	6,393	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 deferred stock units that are granted as regular quarterly compensation for service as a director of UnitedHealth Group. Deferred stock units are immediately vested, but must be retained by the director until the director's completion of service on the Board.

Remarks:

	Faraz A. Choudhry, Attorney-in-Fact for John H. Noseworthy M.D.	07/02/2025
	** 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

How many UnitedHealth Group shares did Paul R. Garcia acquire on 07/01/2025?

He received 96 shares of common stock and 173 deferred stock units as part of quarterly board compensation.

What is Paul R. Garcia’s total direct ownership in UNH after the transaction?

Following the award, he directly holds 2,750 common shares of UnitedHealth Group.

Are the deferred stock units (DSUs) immediately vested?

Yes. The DSUs vest immediately but must be held until the director’s service on the board ends.

Did the filing disclose any insider sales or derivative transactions?

No. The Form 4 reports only acquisitions of stock and DSUs; no sales or derivative activity were reported.

Does this Form 4 filing affect UnitedHealth Group’s share count?

No. The awards are sourced from the company’s existing equity compensation plan and do not materially alter the total shares outstanding.