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

UnitedHealth Group CEO Receives 55 Dividend-Equivalent Shares at $0 Cost

Filing Impact
(Neutral)
Filing Sentiment
(Neutral)
Form Type
4

Rhea-AI Filing Summary

Insider activity: On 24 Jun 2025, UnitedHealth Group (UNH) director and former CEO Stephen J. Hemsley reported the credit of 55 common shares at $0 cost, reflecting dividend-equivalent units paid on previously vested deferred stock units. These shares were immediately vested and subject to the same terms as the underlying units. Following the credit, Hemsley’s direct holdings rose to roughly 374,407.942 shares, alongside 347.29 shares held through a 401(k) plan and 735,115 shares held via family trusts. No derivative securities were exercised, and the filing does not reference a Rule 10b5-1 trading plan. The adjustment is routine, immaterial relative to Hemsley’s more than 1.1 million-share beneficial stake, and is unlikely to influence market perception or valuation.

Positive

  • None.

Negative

  • None.

Insights

TL;DR: Routine dividend credit; negligible size; neutral impact.

The 55-share addition equals less than 0.005 % of Hemsley’s total beneficial ownership and involved no cash transaction, indicating a standard administrative adjustment rather than an intentional insider purchase. Such filings rarely affect trading dynamics or signal sentiment change. There are no derivative moves, and beneficial ownership remains above 1.1 million shares. Market implication: neutral.

TL;DR: Clean Section 16 compliance; no governance concerns.

The Form 4 is timely and properly executed, showing dividend-equivalent units credited under an existing compensation plan. No errors, backdating, or 10b5-1 notations appear, and the attorney-in-fact signature is standard. From a governance lens, the filing is routine and poses no red flags or material considerations for shareholders.

Insider HEMSLEY STEPHEN J
Role CEO, UHG
Type Security Shares Price Value
Grant/Award Common Stock 55 $0.00 $0.00
holding Common Stock -- -- --
holding Common Stock -- -- --
Holdings After Transaction: Common Stock — 374,407.942 shares (Direct); Common Stock — 347.29 shares (Indirect, By 401(k)); Common Stock — 735,115 shares (Indirect, By Trusts)
Footnotes (1)
  1. F1. 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.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Form 4 Insider Transactions: What Each Field Means →

FAQ

How many UNH shares did Stephen Hemsley acquire on 24 June 2025?
He received 55 common shares credited as dividend-equivalent units.

What is Hemsley’s total direct UNH ownership after the transaction?
His direct stake is approximately 374,407.942 shares.

Did Stephen Hemsley pay cash for the reported shares?
No; the shares were issued at $0 cost as dividend equivalents.

Were any derivative securities exercised in this filing?
No; Table II shows no derivative transactions.

Does the Form 4 reference a Rule 10b5-1 trading plan?
The filing does not indicate execution under a 10b5-1 plan.

When was the Form 4 signed and filed?
The document was signed on 26 June 2025 and reflects a transaction dated 24 June 2025.
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*
HEMSLEY STEPHEN J
(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
X Officer (give title below) Other (specify below)
CEO, UHG
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 55(1) A $0 374,407.942 D
Common Stock 347.29 I By 401(k)
Common Stock 735,115 I By Trusts
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 Stephen J. Hemsley 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.

Source: View Original Filing on SEC EDGAR