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

Filing Impact
(Low)
Filing Sentiment
(Neutral)
Form Type
4
Rhea-AI Filing Summary

Transaction details: On 24 June 2025 UnitedHealth Group Inc. (UNH) director Michele J. Hooper received 266 shares of UNH common stock, as disclosed in a Form 4 filed with the SEC on 26 June 2025. The shares were credited as dividend equivalents on previously vested deferred stock units (DSUs); accordingly, no cash consideration was paid (transaction price reported as $0) and no open-market trade occurred.

Post-transaction ownership: Following the award, Ms. Hooper's direct ownership increased to 40,306 shares. No derivative securities were acquired or disposed, and there were no sales. The filing indicates direct ownership (box "D") and does not reference a Rule 10b5-1 trading plan.

Investor context: A 266-share increment represents less than 1% of Ms. Hooper's holdings and is immaterial relative to UnitedHealth's roughly 930 million outstanding shares. Such dividend-equivalent accruals are routine for deferred equity awards and generally signal neither bullish nor bearish sentiment. The filing does, however, reaffirm the director's continuing equity alignment with shareholders.

Positive
  • None.
Negative
  • None.

Insights

TL;DR: Routine dividend-equivalent credit; negligible financial impact—neutral.

The transaction adds only 266 shares, costing neither the director nor the company cash. It is a mechanical accrual tied to deferred stock units rather than an active purchase, so it conveys limited informational value about insider sentiment. The post-transaction stake of 40,306 shares remains modest versus UnitedHealth's float, and there is no indication of derivatives or planned selling. Accordingly, the filing should not affect valuation models or near-term market expectations.

TL;DR: Minor share credit supports alignment; no governance concerns detected.

Dividend-equivalent settlements are standard under UnitedHealth's director compensation program. The grant keeps Ms. Hooper's equity exposure current with dividend distributions, maintaining her incentives without diluting shareholders, as the shares were previously reserved under equity plans. No Rule 10b5-1 plan is referenced, and there are no sales, mitigating potential perception of opportunistic trading. Overall, the event is procedurally routine and governance-neutral.

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*
HOOPER MICHELE 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
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 266(1) A $0 40,306 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 Michele J. Hooper 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 Michele Hooper acquire in the 24-Jun-25 Form 4?

266 common shares were credited to the director as dividend equivalents.

What was the purchase price of the shares reported in the UNH Form 4?

The shares were credited at $0 because they represent dividend equivalents, not an open-market purchase.

What is Michele Hooper's total UnitedHealth shareholding after the transaction?

Following the credit, she directly owns 40,306 shares.

Was the 266-share transaction executed under a Rule 10b5-1 trading plan?

The filing does not indicate that a 10b5-1 plan governed the transaction.

When was the Form 4 filed with the SEC?

The document was filed on 26 June 2025.
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Healthcare Plans
Hospital & Medical Service Plans
United States
EDEN PRAIRIE