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

Rhea-AI Filing Summary

UnitedHealth Group Inc. (UNH) – Form 4 filing dated 26-Jun-2025

Director John H. Noseworthy reported the automatic acquisition of 42 shares of common stock on 24-Jun-2025. The shares represent dividend equivalents on previously vested deferred stock units and were credited at a transaction price of $0.00. Following this routine credit, Noseworthy’s direct ownership rises to 6,105 shares. No derivative transactions or dispositions were reported, and the filing indicates the transaction was not executed under a Rule 10b5-1 trading plan. The small share count and zero-cost basis signal an administrative, non-market purchase with limited impact on public float or insider sentiment.

Insights

Securities Analyst

TL;DR: Routine dividend-equivalent credit; immaterial to UNH valuation.

The Form 4 shows a director receiving 42 dividend-equivalent shares, a standard mechanism that keeps deferred stock units economically whole. At roughly US$480 per share (recent market price), the transaction value is under US$20k—well below materiality thresholds for a US$450 bn-cap company. There were no sales or exercise of options, so insider sentiment cannot be inferred. Overall, this is housekeeping with no bearing on forward estimates or governance risk.

Corporate Governance Expert

TL;DR: Administrative insider accrual; governance posture unchanged.

The filing confirms compliance with Section 16 reporting timelines—filed within two business days. Because the shares stem from dividend equivalents on vested DSUs, they neither create dilution nor raise pay-for-performance concerns. The absence of a 10b5-1 plan simply reflects that the credit was automatic. No red flags or enhancements to governance quality emerge.

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)
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		42(1)	A	$0	6,105	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 John H. Noseworthy M.D.	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 Group (UNH) shares did Director John H. Noseworthy acquire?

42 common shares were credited on 24-Jun-2025 as dividend equivalents.

What is Director Noseworthy’s total UNH share ownership after the reported transaction?

He now directly owns 6,105 shares of UnitedHealth Group.

Was the acquisition made under a Rule 10b5-1 trading plan?

No. The filing does not check the 10b5-1 box, indicating the credit was not under a pre-arranged plan.

Did the Form 4 report any sales or derivative exercises?

No. Only an acquisition of dividend-equivalent stock was disclosed; no sales or derivatives were involved.

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

The document was filed on 26-Jun-2025, two days after the transaction date.