UnitedHealth insider Zaetta gains dividend-equivalent shares in June 2025 Form 4

Rhea-AI Filing Summary

UnitedHealth Group Inc. (UNH) filed a Form 4 reporting a routine ownership update for Christopher R. Zaetta, EVP & Chief Legal Officer. On 06/24/2025, Zaetta acquired 48.038 common shares at a stated price of $0, representing dividend-equivalent units credited on outstanding restricted stock units (RSUs). These dividend equivalents carry the same vesting conditions as the underlying RSUs and are forfeited if those units fail to vest. Following the credit, Zaetta’s direct beneficial ownership stands at 10,240.746 shares. No derivatives were reported, and there were no dispositions of shares.

Insights

Corporate Governance Analyst

TL;DR Minor dividend-equivalent share credit; routine update, negligible financial impact, but maintains insider alignment.

The filing documents an automatic credit of 48.038 dividend-equivalent shares to EVP & CLO Christopher Zaetta. Such credits are customary and non-cash; they neither signal active buying nor materially change the insider’s exposure (increase of <≈0.5%> relative to his 10.2 k-share stake). For a company of UnitedHealth’s scale, the transaction is immaterial to valuation or liquidity. It nonetheless reaffirms that unvested RSUs accrue dividends, aligning executive incentives with shareholder returns. No red flags—no sales, no derivative exercises, and no 10b5-1 plan disclosure—indicate neutral impact on near-term market perception.

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
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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^*

Zaetta Christopher R

(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)
	EVP & Chief Legal Officer

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		48.038(1)	A	$0	10,240.746	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 Christopher R. Zaetta	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 Christopher R. Zaetta report in the 06/24/2025 Form 4 for UNH?

He reported the acquisition of 48.038 dividend-equivalent common shares credited to his account.

How many UnitedHealth Group (UNH) shares does Zaetta own after the transaction?

After the credit, he directly owns 10,240.746 common shares.

What was the price of the shares acquired by Zaetta?

The dividend-equivalent shares were recorded at $0 cost, reflecting a non-cash credit.

Were any derivative securities involved in this Form 4 filing?

No derivative securities were acquired or disposed of in the reported transaction.

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

The filing does not state that the transaction was executed under a Rule 10b5-1 plan.