UnitedHealth Form 4: Patrick Conway Receives 73 Dividend-Equivalent Shares

Rhea-AI Filing Summary

Form 4 overview: UnitedHealth Group Inc. (UNH) reported one insider transaction by Patrick H. Conway, Chief Executive Officer of Optum. On 24 June 2025, Conway acquired 73.058 shares of common stock at a stated price of $0.00. The shares represent dividend equivalents that accrue on previously granted restricted stock units (RSUs); they will vest or be forfeited under the same conditions as the underlying RSUs.

Following the credit, Conway’s total beneficial ownership increased to 10,471.511 shares, held in direct form. No derivative securities were reported in this filing, and there were no dispositions or sales.

Key points for investors:

• The transaction is non-open-market and mechanically linked to existing RSUs, signalling neither an active purchase nor a sale decision.
• The share increase is immaterial—about 0.7% of Conway’s reported holdings and negligible relative to UnitedHealth’s ~930 million shares outstanding.
• No Rule 10b5-1 trading plan was indicated, and there are no signs of strategic shifts, financing activities, or performance commentary in the filing.

Overall, the Form 4 reflects routine compensation-related activity with neutral implications for UnitedHealth shareholders.

Insights

Securities Analyst

TL;DR: Routine RSU dividend credit; minimal signalling value; neutral market impact.

The 73-share increase (≈$37 k at $510/sh) is strictly a dividend-equivalent adjustment on vested RSUs, a standard feature of executive compensation. Because no cash outlay or trading decision occurred, the filing offers little insight into insider sentiment. Ownership now stands at 10,471.511 shares—still modest versus senior peer averages—so liquidity or concentration risks remain unchanged. I view the event as operationally inconsequential for valuation or trading strategy.

Corporate Governance Expert

TL;DR: Administrative insider credit; aligns with compensation policy; governance status quo.

The filing demonstrates compliance with Section 16 reporting and reinforces transparency around equity-based pay. Because the credit is automatic, it neither strengthens nor weakens alignment incentives. No indications of accelerated vesting, sales, or policy deviations are present. Governance observers should note continued normal operation of UNH’s dividend-equivalent program, with no material governance red flags emerging from this disclosure.

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^*

Conway Patrick Hugh

(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)
	Chief Executive Officer, Optum

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		73.058(1)	A	$0	10,471.511	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 Patrick H. Conway	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 Optum CEO Patrick H. Conway acquire in the 24-Jun-2025 Form 4 for UNH?

He received 73.058 shares of UnitedHealth common stock as dividend equivalents on existing RSUs.

Was the transaction a market purchase or sale?

Neither. It was an automatic, non-open-market credit tied to restricted stock unit dividends.

How many UnitedHealth shares does Conway now own?

After the transaction, he beneficially owns 10,471.511 shares directly.

Did the filing mention a Rule 10b5-1 trading plan?

No reference to a Rule 10b5-1(c) plan was indicated in the submitted Form 4.

Are there any derivative securities or option exercises reported?

No derivative securities were acquired or disposed of in this filing.