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

Rhea-AI Filing Summary

UnitedHealth Group Inc. (UNH) Form 4 filing overview: Director Frederick William McNabb III reported the automatic acquisition of 53 shares of UnitedHealth common stock on 06/24/2025. The shares represent dividend-equivalent units paid on previously vested deferred stock units and were acquired at a stated price of $0.00 under the company’s equity plan.

Following the transaction, McNabb’s direct beneficial ownership increased to 13,709 shares. No derivative securities were bought or sold, and there were no dispositions. The filing was signed by attorney-in-fact Faraz A. Choudhry on 06/26/2025.

The transaction is routine, carries no cash outlay, and does not reflect an open-market purchase. It modestly increases the director’s equity alignment but is immaterial relative to UnitedHealth’s share count and market capitalization.

Positive

• Director’s equity stake increases, marginally enhancing alignment with shareholders.

Negative

• Transaction size is immaterial; offers little informational value regarding insider sentiment.

Insights

Securities Analyst

TL;DR: Routine dividend-equivalent share credit; negligible ownership change, neutral investment signal.

This Form 4 shows a standard crediting of 53 dividend-equivalent shares to Director McNabb’s deferred stock account. The zero-dollar price confirms no economic purchase occurred. Post-transaction ownership of 13,709 shares remains modest compared with UnitedHealth’s 930 million-plus shares outstanding, providing <~0.0015%> ownership. Because the transaction neither involves open-market buying nor a significant share count, it offers little insight into insider sentiment or future company performance. Investors typically view such filings as housekeeping rather than catalysts.

Corporate Governance Expert

TL;DR: Filing evidences compliance with Section 16; no governance red flags detected.

The director reported promptly, satisfying Section 16(a) requirements. Crediting dividend equivalents is standard practice under deferred compensation plans, signaling the board’s alignment policy rather than opportunistic trading. No Rule 10b5-1 plan was invoked, and the ownership structure remains direct. Overall, the filing underscores procedural transparency without introducing governance concerns.

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^*

MCNABB FREDERICK WILLIAM III

(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		53(1)	A	$0	13,709	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 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 Frederick William McNabb III	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

How many UnitedHealth (UNH) shares did Director Frederick McNabb acquire?

He was credited with 53 common shares on 06/24/2025.

What was the purchase price for the shares reported in this Form 4?

The shares were issued at $0.00 as dividend-equivalent units, not an open-market purchase.

How many UNH shares does McNabb beneficially own after the transaction?

His direct beneficial ownership stands at 13,709 shares following the credit.

Does this filing indicate a Rule 10b5-1 trading plan?

No. The box indicating a Rule 10b5-1 plan was left unchecked.

When was the Form 4 for UnitedHealth filed with the SEC?

It was signed and filed on 06/26/2025.