UnitedHealth Group (UNH) 10-K risk factor changes: FY2025 vs FY2024

These factors may include medical cost inflation, increased use of services, [added: increased provider billing intensity,] business mix, unexpected differences among new customer populations, increased cost of individual services, costs to deliver care, large-scale medical emergencies, the potential effects of climate change, pandemics, the introduction of new or costly drugs or increases in drug prices, treatments and technology, new treatment guidelines, newly mandated benefits or other regulatory changes and insured population characteristics.

If the data we rely upon to run our businesses is found to be [removed: inaccurate] [added: inaccurate, incomplete, outdated] or unreliable or if we fail to effectively maintain or protect the integrity of our data and information systems, including systems powered by or incorporating artificial intelligence [removed: and machine learning (AI/ML),] [added: (AI),] we could experience failures in our health, wellness and information technology products; lose existing customers; have difficulty attracting new customers; experience problems in determining medical cost estimates and establishing appropriate pricing; have difficulty preventing, detecting and controlling fraud; have disputes with customers, physicians and other health care professionals; become subject to regulatory sanctions, penalties, investigations or audits; incur increases in operating expenses; or suffer other adverse consequences.

In addition, increasing connectivity among technologies and recent trends toward greater consumer engagement in health care require new and enhanced technologies, including more sophisticated applications for mobile devices and new tools and products that leverage [removed: AI/ML] [added: AI] to improve the customer experience.

We anticipate that fast-evolving [removed: AI/ML] [added: AI] technologies, including generative AI, will play an increasingly important role in our information systems and customer-facing technology products.

Our ability to protect and enhance existing systems and develop new systems to keep pace with changes in information processing technology (including [removed: AI/ML),] [added: AI),] regulatory standards and changing customer preferences will require [removed: an] [added: our] ongoing commitment of significant development and operational resources.

We may not successfully implement our initiatives to consolidate the number of [added: information] systems we operate, upgrade and expand our [removed: information] systems’ capabilities, integrate and enhance our systems and develop new systems to keep pace with recent [removed: regulations and changes in information processing technology.]

A failure of our technology products to operate as intended and in a [removed: seamless] [added: fully-integrated] fashion with other products could materially and adversely affect our results of operations, financial position and cash flows.

Uncertain and rapidly evolving U.S. federal and state, non-U.S. and international laws and regulations related to health data and health information technologies, including those powered by or incorporating [removed: AI/ML,] [added: AI,] may alter the competitive landscape or impose new compliance requirements and could materially and adversely affect the configuration of our information systems and platforms, and our ability to compete in our markets.

If we or third parties we rely on sustain cyberattacks or other privacy or data security incidents resulting in disruption to our operations or the [added: misappropriation or] disclosure of protected personal information or proprietary or confidential information, we could suffer a loss of revenue and increased costs, negative operational effects, exposure to significant liability, reputational harm and other serious negative consequences.

For example, we previously reported [added: that] our Change Healthcare business, which we had recently acquired, was subject to a cyberattack in 2024, in which the data involved contained protected health information or personally identifiable information.

While we have programs in place to detect, contain and respond to data security incidents and provide [removed: employee] [added: employees with] awareness training regarding phishing, malware and other cyber threats [removed: to protect] [added: as a protection] against cybersecurity risks and incidents, we expect that we will continue to experience [removed: these] incidents, some of which may negatively affect our business.

Further, because the techniques used to obtain unauthorized access, disable or degrade service, or sabotage systems change frequently and are increasing in sophistication, in part due to use of evolving [removed: AI/ML] [added: AI] technologies (including generative AI), and because our businesses are changing as well, we may be unable to anticipate these techniques and threats, timely detect data security [added: incidents or implement adequate preventive measures.]

Threat actors and hackers have previously been, and may in the future be, able to negatively affect our operations by penetrating our security controls and causing system and operational disruptions or [removed: shutdowns, accessing, misappropriating or otherwise compromising protected personal information or proprietary or confidential information or that of third parties, and developing and deploying viruses, ransomware and other malware that can attack our systems, exploit any security vulnerabilities, and disrupt or shutdown our systems and operations.][added: shutdowns.]

In addition, hardware, software, or applications we develop or procure from third parties may contain defects or other problems which could unexpectedly compromise our information [removed: security controls.][added: technology ecosystem.]

Our systems may also be vulnerable to financial fraud schemes, misplaced or lost data, [added: human] error, [added: insider threat,] malicious social engineering, or other events which could negatively affect the data or financial accounts, proprietary or confidential information relating to our business or third parties, or our operations.

The costs to eliminate or address [removed: the foregoing security] [added: these] threats and vulnerabilities before or after a cybersecurity incident could be material.

We have business [removed: continuation] [added: continuity] and resiliency plans which we maintain, update and test regularly in an effort to contain and remediate potential disruptions [removed: or] [added: from] cybersecurity events.

If our [added: prevention and] remediation efforts are not successful, we may experience operational interruptions, delays, or cessation of service and loss of existing or potential customers.

If we fail to develop and maintain satisfactory relationships with health care providers, whether in-network or out-of-network, our failure to do so could materially and adversely affect our business, results of operations, [removed: financial position and cash flows.]

In addition, Accountable Care Organizations [removed: (ACOs);] [added: (ACOs),] physician group management services organizations (which aggregate physician practices for administrative [removed: efficiency);] [added: efficiency),] and other organizational structures adopted by physicians, hospitals and other care providers may change the way in which these providers do business with us and may change the competitive landscape.

In some instances, those providers [added: have disputed and] may [added: in the future] dispute the payment for these services and may institute litigation or arbitration relying on state and federal laws that define the compensation that must be paid to out-of-network providers in some circumstances.

If we fail to compete effectively to maintain or increase our market share, including [added: by] maintaining or increasing enrollments in businesses providing health benefits, our results of operations, financial position and cash flows could be materially and adversely affected.

In many geographies or product segments, our competitors have and may continue to have [removed: certain] competitive advantages.

[removed: If we do not continue to] innovate and provide products and services which are useful and relevant to health care payers, consumers and our customers, we may not remain competitive and risk losing market share to existing competitors and disruptive new market entrants.

We may face risks from new technologies and market entrants [removed: which] [added: that] could affect our existing relationship with health plan enrollees in the affected markets.

We are routinely subject to [removed: various] private party and governmental legal actions and investigations, which could damage our reputation and, if resolved unfavorably, could result in substantial penalties or monetary damages and materially and adversely affect our results of operations, financial position and cash flows.

Legal actions to which we are a party have included and in the future could include matters related to health care benefits coverage and payment of claims (including disputes with enrollees, customers and contracted and non-contracted physicians, hospitals and other health care professionals), tort claims (including claims related to the delivery of health care services, such as medical malpractice by personnel at our affiliates’ facilities, or by health care practitioners who are employed by us, have contractual relationships with us, or serve as providers to our managed care networks, including as a result of a failure to adhere to applicable clinical, quality and/or patient safety standards), antitrust claims (including as a result of changes in the [added: enforcement of antitrust laws), whistleblower claims (including claims under the False Claims Act or similar statutes), matters related to our use of or alleged failure to adequately safeguard personal information or other proprietary data, claims related to alleged failure of our technology products to operate properly or fairly, contract and labor disputes, tax claims and claims related to disclosure of certain business practices.]

We [removed: may] also [added: have been and in the future may] be [added: a] party to [removed: certain] class action [removed: lawsuits] [added: lawsuits, including those] brought by health care professional [removed: groups] [added: groups, consumers] and [removed: consumers.][added: investors.]

We operate in jurisdictions [removed: outside of the United States] where contractual rights, tax positions and applicable regulations may be subject to [added: varying degrees of] interpretation or [removed: uncertainty to a greater degree than in the United States,] [added: uncertainty,] and therefore subject to dispute by customers, government authorities or others.

We are largely self-insured with regard to [removed: litigation risks,] [added: legal actions,] including claims of medical malpractice against our affiliated physicians and us.

Even in situations where we engage external insurers, our coverage may be disputed or may not be sufficient to cover the [removed: entirety] [added: entire amount] of certain claims.

Further, governmental actions, such as actions by the FTC or [removed: DOJ,] [added: DOJ or comparable non-U.S. regulatory bodies,] may affect our ability to complete strategic transactions, which could adversely affect our future growth.

Successful acquisitions also require us to [removed: effectively] [added: effectively, comprehensively and expeditiously] integrate the acquired business into our existing operations, including our internal control environment and culture, or otherwise [removed: leveraging] [added: leverage] its operations which may present risks different from those presented by organic growth and may be difficult for us to manage.

For example, we have experienced and in the future may encounter more acute information technology system vulnerabilities or different litigation risk profiles in recently acquired [removed: business] [added: businesses] than we have historically managed.

We may be unable to address [removed: such] [added: these] vulnerabilities, inadequacies, differences, or failures soon after acquiring a business, which could undermine integration activities, delay launch of acquired products, and increase infrastructure risk.

Government enactment of emergency powers in response to public health crises could disrupt our business operations, including by restricting availability of, or our ability to deliver, pharmaceuticals or other [added: medical] supplies, and could increase the risk of shortages of necessary items.

[removed: Our relationships] with producers could be impaired by changes in our business practices and the terms of our relationships, including commission levels.

A prolonged unfavorable economic environment could also adversely impact the financial position of hospitals and other care [removed: providers] [added: providers,] which could negatively affect our contracted rates with these parties and increase our medical costs or materially and adversely affect their ability to purchase our service offerings.

If we are unable to attract, develop, retain and effectively manage the development and succession plans for key employees and executives, our business, results of operations and future performance could [removed: be adversely affected.][added: suffer.]

Our investment [added: and loan] portfolio may sustain losses which could adversely affect our profitability.

The risks and uncertainties discussed below are not the only risks we may face.

There may be risks and uncertainties not currently known to us or that we may deem to be immaterial that could materially and adversely affect our business, results of operations, financial position, cash flows and prospects.

regulations and changes in information processing technology.

They may access, misappropriate or otherwise compromise protected personal information or our proprietary or confidential information or that of third parties, and may develop and deploy malicious code (including viruses, ransomware and malware, among others) that can attack our systems, exploit security vulnerabilities, and disrupt or shut down our systems and operations.

financial position and cash flows.

If we do not continue to

Our increasing use of AI presents legal, regulatory and business risks to our operations, reputation and financial results.

We increasingly rely on technologies powered by or incorporating AI in our internal operations and in the delivery of products and services.

While these technologies present opportunities to improve efficiency, enhance customer experience, and optimize clinical and administrative processes, they also entail risks and uncertainties.

However, to the extent an AI system does not operate as intended or produces an inaccurate, incomplete or biased output, the system could impact operations, customer service or other functions and could have an adverse effect on our business, reputation, results of operations, financial position and cash flows.

Our relationships

Further, the increased availability of hybrid or remote working arrangements has expanded the pool of companies that can compete for qualified employees and executive candidates.

impairment and disposition charges, including those related to goodwill and other intangible assets.

We have been the subject of downgrades and other negative credit rating actions in past periods, and may not be able to maintain our current credit ratings in future periods.

Although we have adjusted members’ benefits and premiums on a selective basis, ceased to offer benefit plans in certain counties, and intensified both our medical and

In addition, federal and state legislatures regularly consider new regulations for the industry which could materially affect current industry practices, including potential new legislation and

AI technologies are subject to evolving and uncertain U.S. federal, state, and international laws and regulations.

Emerging requirements may impose new compliance obligations, increase operating costs, or limit certain uses of AI.

Many factors discussed below will be important in determining our future results.

incidents or implement adequate preventive measures.

enforcement of antitrust laws), whistleblower claims (including claims under the False Claims Act or similar statutes), matters related to our use of or alleged failure to adequately safeguard personal information or other proprietary data, claims related to alleged failure of our technology products to operate properly or fairly, contract and labor disputes, tax claims and claims related to disclosure of certain business practices.

We may not be able to maintain our current credit ratings in the future.

Any such assessment could expose our

purposes of determining the amount of certain payments to us.

Some of our businesses are also subject to the Payment Card Industry Data Security Standard, which is a multifaceted security standard designed to protect payment card account data.

New technologies have potential and power to improve and optimize operational processes and clinical outcomes across the healthcare system, but also present ethical, technological, legal, regulatory and other risks.

Any inadequacy or failure in compliance with our responsible use of AI/ML policies and procedures or emerging laws, regulations and standards governing AI/ML use could cause our technology products not to operate as intended or to produce outcomes, including possible regulatory enforcement action or litigation that could have a material and adverse effect on our business, reputation, results of operations, financial position and cash flows.

The following discussion should be read together with the accompanying [Consolidated Financial Statements and Notes to the Consolidated Financial Statements thereto included in Part II Item 8, “Financial Statements and Supplementary [removed: Data](#i5df38065a2cf44208c456280ada6b201_76).”] [added: Data](#i34b361ff6a694842a8bcfd246e9d7327_76).”] Readers are cautioned the statements, estimates, projections or outlook contained in this report, including discussions regarding financial prospects, economic conditions, trends and uncertainties contained in this Item 7, may constitute forward-looking statements within the meaning of the PSLRA.

A description of some of the risks and uncertainties can be found further below in this Item 7 and in [Part I, Item 1A, “Risk [removed: Factors.”](#i5df38065a2cf44208c456280ada6b201_22)][added: Factors.”](#i34b361ff6a694842a8bcfd246e9d7327_22)]

Discussions of year-over-year comparisons between [removed: 2023] [added: 2024] and [removed: 2022] [added: 2023] are not included in this Form 10-K and can be found in Part II, Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of Operations” of the Company’s Form 10-K for the fiscal year ended December 31, [removed: 2023.][added: 2024.]

Further information on our business and reportable segments is presented in [Part I, Item 1, [removed: “Business”](#i5df38065a2cf44208c456280ada6b201_13)] [added: “Business”](#i34b361ff6a694842a8bcfd246e9d7327_13)] and in [Note [removed: 14] [added: 15] of the Notes to the Consolidated Financial Statements included in Part II, Item 8, “Financial Statements and Supplementary [removed: Data.”](#i5df38065a2cf44208c456280ada6b201_199)][added: Data.”](#i34b361ff6a694842a8bcfd246e9d7327_196)]

Our businesses participate [added: primarily] in the United States [removed: and certain other international] health markets.

In the United States, health care spending has grown consistently for many years and [removed: comprises 18%] [added: accounted for 19%] of gross domestic product [removed: (GDP).][added: (GDP) in 2025.]

The rate of market growth may be affected by a variety of factors, including macroeconomic [removed: conditions,] [added: conditions and regulatory changes,] which could impact our results of operations, including our continued efforts to control health care costs.

Pricing Trends. To price our health care benefits, products and services, we start with our view of expected future costs, including medical care patterns, [added: the mix and health status of people served,] inflation and labor market dynamics.

We [removed: frequently] [added: continually] evaluate and adjust our approach in each of the local markets we serve, considering relevant factors, such as product positioning, price competitiveness and environmental, competitive, legislative and regulatory considerations, including minimum medical loss ratio (MLR) thresholds and similar revenue adjustments.

We [removed: will continue seeking] [added: seek] to balance growth and profitability across all these dimensions.

Medicare Advantage funding continues to be pressured, as discussed below in [“Regulatory Trends and [removed: Uncertainties”](#i5df38065a2cf44208c456280ada6b201_61)] [added: Uncertainties”](#i34b361ff6a694842a8bcfd246e9d7327_61)] and we have observed increased care patterns as discussed below in “Medical Cost [removed: Trends.” Our 2025] [added: Trends”, which is contemplated in our 2026] benefit design [removed: approach contemplates these trends.][added: approach.]

[removed: In Medicaid, we believe the] [added: The funding and] payment rate environment [added: remains insufficient to meet the health needs of patients and] creates the risk of continued downward pressure on Medicaid margin percentages.

[removed: We expect these additional factors to] [added: These trends may] continue [removed: into] [added: in] future periods.

We endeavor to mitigate [removed: those] [added: medical cost] increases by engaging hospitals, physicians and consumers with information and helping them make clinically sound choices, with the objective of helping them achieve high-quality, affordable care.

We are working to accelerate [removed: this vision] [added: realization of these benefits] through the innovation and integration of our care delivery [removed: models] [added: models,] including in-clinic, in-home, behavioral and virtual care, and by using our [removed: data and] [added: data,] analytics [added: and AI] to provide clinicians with the [removed: necessary] information [removed: in order] [added: necessary] to provide the best possible care in the most [removed: cost efficient] [added: cost-efficient] setting.

We continue to see a greater number of people enrolled in fully accountable value-based plans [removed: rewarding] [added: that reward] high-quality, affordable care and [removed: fostering] [added: foster] collaboration.

This trend is creating needs for health management services [removed: which] [added: that] can coordinate care around the primary care physician, including new primary care channels, and for investments in new clinical and administrative information and management systems, which we believe provide growth opportunities for our Optum business platform.

For additional information regarding regulatory trends and uncertainties, see [Part I, Item 1 “Business - Government [removed: Regulation”](#i5df38065a2cf44208c456280ada6b201_19)] [added: Regulation”](#i34b361ff6a694842a8bcfd246e9d7327_19)] and [Item 1A, “Risk [removed: Factors.”](#i5df38065a2cf44208c456280ada6b201_22)][added: Factors.”](#i34b361ff6a694842a8bcfd246e9d7327_22)]

Medicare Advantage Rates. Medicare Advantage rate notices [removed: over the] [added: for numerous] years have [removed: at times] resulted in industry base rates well below [added: the] industry forward medical [added: cost] trend.

Further, substantial revisions to the risk adjustment model, which serves to adjust rates to reflect a patient’s health status and care resource needs, [added: have resulted and] will [added: continue to] result in reduced funding and potentially benefits for people, especially those with some of the greatest health and social challenges.

The following summarizes select [removed: 2024] [added: 2025] year-over-year operating comparisons to [removed: 2023] [added: 2024] and other financial results.

- Consolidated revenues grew [removed: 8%,] [added: 12%,] UnitedHealthcare revenues grew [removed: 6%] [added: 16%] and Optum revenues grew [removed: 12%.][added: 7%.]

- UnitedHealthcare served [removed: 2.1 million] [added: 415,000] more people domestically, driven by growth in [added: fee-based] commercial [removed: offerings,] [added: offerings and Medicare Advantage,] partially offset by [removed: the impact of Medicaid redeterminations.][added: risk-based commercial offerings.]

- Cash flows from operations were [removed: $24.2] [added: $19.7] billion.

| | | | [removed: 2024] [added: 2025] | | | | | | [removed: 2023] [added: 2024] | | | | | | [removed: 2022] [added: 2023] | | | | | | [removed: 2024] [added: 2025] vs. [removed: 2023] [added: 2024] | | | | | | | | | | | |

| Premiums | | | | | | $ | [removed: 308,810] [added: 352,229] | | | | | $ | [removed: 290,827] [added: 308,810] | | | | | $ | [removed: 257,157] [added: 290,827] | | | | | $ | [removed: 17,983] [added: 43,419] | | | | | [removed: 6] [added: 14] | | % |

| Products | | | | | | [removed: 50,226] [added: 53,380] | | | | | | [removed: 42,583] [added: 50,226] | | | | | | [removed: 37,424] [added: 42,583] | | | | | | [removed: 7,643] [added: 3,154] | | | | | | [removed: 18] [added: 6] | | |

| Services | | | | | | [removed: 36,040] [added: 38,038] | | | | | | [removed: 34,123] [added: 36,040] | | | | | | [removed: 27,551] [added: 34,123] | | | | | | [removed: 1,917] [added: 1,998] | | | | | | 6 | | |

| Investment and other income | | | | | | [removed: 5,202] [added: 3,920] | | | | | | [removed: 4,089] [added: 5,202] | | | | | | [removed: 2,030] [added: 4,089] | | | | | | [removed: 1,113] [added: (1,282)] | | | | | | [removed: 27] [added: (25)] | | |

| Total revenues | | | | | | [removed: 400,278] [added: 447,567] | | | | | | [removed: 371,622] [added: 400,278] | | | | | | [removed: 324,162] [added: 371,622] | | | | | | [removed: 28,656] [added: 47,289] | | | | | | [removed: 8] [added: 12] | | |

| Medical costs | | | | | | [removed: 264,185] [added: 313,995] | | | | | | [removed: 241,894] [added: 264,185] | | | | | | [removed: 210,842] [added: 241,894] | | | | | | [removed: 22,291] [added: 49,810] | | | | | | [removed: 9] [added: 19] | | |

| Operating costs | | | | | | [removed: 53,013] [added: 59,592] | | | | | | [removed: 54,628] [added: 53,013] | | | | | | [removed: 47,782] [added: 54,628] | | | | | | [removed: (1,615)] [added: 6,579] | | | | | | [removed: (3)] [added: 12] | | |

| Cost of products sold | | | | | | [removed: 46,694] [added: 50,655] | | | | | | [removed: 38,770] [added: 46,694] | | | | | | [removed: 33,703] [added: 38,770] | | | | | | [removed: 7,924] [added: 3,961] | | | | | | [removed: 20] [added: 8] | | |

| Depreciation and amortization | | | | | | [removed: 4,099] [added: 4,361] | | | | | | [removed: 3,972] [added: 4,099] | | | | | | [removed: 3,400] [added: 3,972] | | | | | | [removed: 127] [added: 262] | | | | | | [removed: 3] [added: 6] | | |

| Total operating costs | | | | | | [removed: 367,991] [added: 428,603] | | | | | | [removed: 339,264] [added: 367,991] | | | | | | [removed: 295,727] [added: 339,264] | | | | | | [removed: 28,727] [added: 60,612] | | | | | | [removed: 8] [added: 16] | | |

| Earnings from operations | | | | | | [removed: 32,287] [added: 18,964] | | | | | | [removed: 32,358] [added: 32,287] | | | | | | [removed: 28,435] [added: 32,358] | | | | | | [removed: (71)] [added: (13,323)] | | | | | | [removed: —] [added: (41)] | | |

| Interest expense | | | | | | [removed: (3,906)] [added: (4,002)] | | | | | | [removed: (3,246)] [added: (3,906)] | | | | | | [removed: (2,092)] [added: (3,246)] | | | | | | [removed: (660)] [added: (96)] | | | | | | [removed: 20] [added: 2] | | |

| Loss on sale of subsidiary and subsidiaries held for sale | | | | | | [removed: (8,310)] [added: (265)] | | | | | | [removed: —] [added: (8,310)] | | | | | | — | | | | | | [removed: (8,310)] [added: 8,045] | | | | | | [removed: nm] [added: (97)] | | |

| Earnings before income taxes | | | | | | [removed: 20,071] [added: 14,697] | | | | | | [removed: 29,112] [added: 20,071] | | | | | | [removed: 26,343] [added: 29,112] | | | | | | [removed: (9,041)] [added: (5,374)] | | | | | | [removed: (31)] [added: (27)] | | |

| Provision for income taxes | | | | | | [removed: (4,829)] [added: (1,890)] | | | | | | [removed: (5,968)] [added: (4,829)] | | | | | | [removed: (5,704)] [added: (5,968)] | | | | | | [removed: 1,139] [added: 2,939] | | | | | | [removed: (19)] [added: (61)] | | |

2026 Business Realignment

On January 1, 2026, we realigned certain of our businesses to respond to changes in the markets we serve and the opportunities that are emerging as the health system evolves.

Optum Financial, including Optum Bank, which was historically included in Optum Health, will now be included in Optum Insight.

Our reportable segments will remain unchanged, with prior period segment financial information being recast to conform to the 2026 presentation, beginning with our Quarterly Report of Form 10-Q for the three months ended March 31, 2026 filed with the SEC.

Net Portfolio Divestitures, Restructuring and Other Actions and Direct Response Costs - Cyberattack

*Net Portfolio Divestitures*

In the fourth quarter of 2025, the Company took various actions as a result of a strategic review of the Company’s assets and businesses to operationally advance and scale core businesses and initiatives, including the value-based care business at Optum Health.

These actions primarily include losses on business exits and dispositions and other businesses held for sale and a gain on the deconsolidation of a business.

As a result of the Company’s portfolio actions, the Company recorded a net gain of $568 million, which included a net gain of $1.5 billion at Optum Rx, partially offset by losses of $821 million and $68 million at Optum Health and Optum Insight, respectively.

Gains and losses on portfolio actions were recorded within operating costs on the Consolidated Statements of Operations.

*Restructuring and Other Actions*

Additionally, in the fourth quarter of 2025 the Company took restructuring and other actions that resulted in a total impact of $2.5 billion, which included real estate rationalization and workforce reductions of $746 million, contractual reassessments of $573 million, the establishment a loss contract reserve related to anticipated future losses in 2026 for certain value-based care businesses of $623 million, net valuation losses on equity securities of $329 million and the advance funding of the United Health Foundation of $250 million.

The $2.5 billion impact of the restructuring and other actions was a reduction to premium revenue of $122 million and investment and other income of $397 million, and increased medical costs $623 million and operating costs $1.4 billion on the Consolidated Statements of Operations.

The impacts by reportable segment were $153

million, $1.7 billion, $236 million and $389 million, for UnitedHealthcare, Optum Health, Optum Insight and Optum Rx, respectively.

The net impact on 2026 cash flows as a result of the restructuring actions taken in 2025 is not expected to be material, with accruals recorded in 2025 resulting in operating cash outflows, offset by investing cash inflows related sales of businesses that are held for sale.

*Direct Response Costs – Cyberattack*

To support care providers impacted by the Change Healthcare cyberattack that occurred on February 21, 2024, the Company provided interest-free loans.

In the fourth quarter of 2025, the Company increased its reserves for net collection expectations associated with provider loans and other customer balances of $799 million, which were recorded within operating costs on the Consolidated Statements of Operations and related to Optum Insight.

For 2025, our pricing trends and patient and member health status assumptions were well-short of the medical cost trends incurred, significantly impacting our earnings.

Continued increased medical costs may impact both future pricing and benefit design, including for our individual exchange products in markets where we choose to remain, and may result in shifts between product categories for our employer benefits.

These potential changes, along with certain regulatory impacts, may result in decreased membership in future periods.

As a result of continued funding pressures, which have resulted in benefit and pricing actions, we expect that our Medicare Advantage membership will contract in 2026.

Optum Health’s fully accountable value-based care businesses have been impacted by Medicare funding reductions and have also seen continued medical cost trend pressures, which may impact future pricing in the markets we continue to participate in.

As a result of increased pricing in response to anticipated care patterns in 2026 and decreased people served through UnitedHealthcare Medicare Advantage offerings, we expect the number of people served under value-based care arrangements to contract.

Due to elevated care activity in Medicaid, specifically related to behavioral, pharmacy and home health, there continues to be a timing mismatch between the health status of people served and state rate updates.

We expect Medicaid membership losses in 2026 as a result of reduced Medicaid eligibility and the exit from one state.

We have observed increased care patterns that are above what we expected and contemplated in our pricing and benefits design.

We have also observed an increase in health care unit costs and in the intensity of services delivered, driven by increases in provider pricing and additional services bundled per visit.

Additionally, the member profile of newly added patients under value-based care arrangements, additional people served by our Medicare Advantage plans in markets where other plans exited, and people served within our individual exchange business have contributed to increased medical costs.

The Inflation Reduction Act (IRA) altered the Medicare Part D model and benefits, shifting more risk to plans, which results in both increased premiums and medical costs.

The IRA also changed the quarterly relationship of medical costs to premiums, altering the seasonal progression and creating a more consistent relationship between medical costs and premiums throughout the year.

Additionally, we have elevated our audit, clinical policy and payment integrity tools to protect customers and patients from unnecessary costs.

While the Final Notice for 2026 approached the expected industry forward medical cost trend, the Advanced Notice for 2027 is far below.

Additionally, increased medical costs in 2025, which are expected to continue in future periods, have added to the compounding impact of the previous multi-year rate shortfalls creating sustained pressure on the Medicare Advantage program.

- Earnings from operations of $19.0 billion compared to $32.3 billion last year, impacted by elevated medical cost trend, restructuring and other actions, gains related to business portfolio refinement in 2024, partially offset by net portfolio divestitures in 2025 and decreased impacts related to the Change Healthcare cyberattack.

- Diluted earnings per common share was $13.23.

The increases in revenues were primarily driven by growth in people served through Medicare Advantage and those with higher acuity needs within Medicaid, growth at Optum Rx and pricing trends.

Medical costs increased primarily due to the IRA-driven impacts on Medicare Part D plans, elevated medical cost trend and growth in people served through Medicare Advantage and those with higher acuity needs.

The MCR increased as a result of the revenue effects of the Medicare funding reductions, elevated medical cost trend, the member profile of newly added patients under value-based care arrangements, the acceleration of anticipated future losses in 2026 related to certain Optum Health value-based care contracts, decreased favorable development, the impacts of the IRA on Medicare Part D and the impacts of market morbidity changes on our individual exchange offerings, partially offset by the incremental medical costs for accommodations made to care providers in 2024 as a result of the Change Healthcare cyberattack.

Change Healthcare Cyberattack

As previously announced, on February 21, 2024, we identified that cybercrime threat actors had gained access to certain Change Healthcare information technology systems.

Upon detection of this outside threat, we isolated the impacted systems to protect our partners and customers.

We have substantially mitigated the impact to consumers and care providers of the unprecedented cyberattack on the U.S. health system and restored or replaced the majority of the affected Change Healthcare services.

To support care providers we provided interest-free loans of more than $9 billion through December 31, 2024.

For the year ended December 31, 2024, we incurred $2.2 billion of direct response costs, including costs associated with providing interest-free loans; increased medical care expenditures, as we suspended some care management activities to help care providers with their workflow processes; network restoration; and notifications of impacted persons.

Optum Insight also experienced estimated business disruption impacts of $867 million for the year ended December 31, 2024, reflecting lost revenue while maintaining full readiness of the affected Change Healthcare services.

We expect to continue to incur direct response costs and experience business disruption impacts at a lesser extent in 2025 as we work to bring transaction volumes back to pre-event levels and win new business.

We have determined the estimated total number of individuals impacted by the Change Healthcare cyberattack is approximately 190 million.

The vast majority of those people have already been provided individual or substitute notice.

The final number will be confirmed and filed with the Office for Civil Rights.

Change Healthcare is not aware of any misuse of individuals’ information as a result of this incident and has not seen electronic medical record databases appear in the data during the analysis.

It is possible that future risks and uncertainties resulting from the Change Healthcare cyberattack, including risks related to impacted data, litigation, reputational harm, and regulatory actions could adversely affect our financial condition or results of operations.

As expected and contemplated in our benefits design, we have continued to observe increased care patterns, which may continue in future periods.

We also observed an upshift in hospital coding intensity and an acceleration in the prescribing of certain high-cost medications in early response to the Inflation Reduction Act (IRA).

As a result of the Change Healthcare cyberattack, we incurred medical costs related to the impact of the temporary suspension of some care management activities, impacting our UnitedHealthcare and Optum Health businesses, to help care providers with their workflow processes.

Early in the second quarter we resumed these activities.

For the year ended December 31, 2024, medical costs related to the temporary suspension of some care management activities were approximately $640 million.

Medicaid Redeterminations. Medicaid redeterminations have impacted the number of people served through our Medicaid offerings, partially offset by an increase in consumers served through our commercial offerings as we endeavor to ensure that people and families have continued access to care.

The Medicaid redetermination process has also caused a timing mismatch between the current health status of people served through Medicaid and state rate updates, which remained well short of current care activity.

We expect this gap between people’s health status and rates will narrow in 2025.

For example, the Final Notice for 2024 and 2025 rates resulted in an industry base rate decrease, both of which are well short of what is an increasing industry forward medical cost trend.

The Advance Notice for 2026 rates proposes an industry base rate increase also well short of forward medical cost trend, creating continued pressure in the Medicare Advantage program.

- Earnings from operations of $32.3 billion compared to $32.4 billion last year.

- Diluted earnings per common share was $15.51, impacted by the loss on sale of subsidiary and subsidiaries held for sale.

nm = not meaningful

The increases in revenues were primarily driven by growth in Optum Rx, UnitedHealthcare’s domestic offerings and Optum Health, partially offset by the sale of UnitedHealthcare’s Brazil operations.

Medical costs increased primarily due to growth in people served through Medicare Advantage and domestic commercial offerings and member mix.

The MCR increased as a result of the revenue effects of the Medicare funding reductions, Medicaid timing mismatch between people’s health status and rates, upshift in hospital coding intensity, specialty pharmaceutical prescribing patterns, member mix and due to incremental medical costs for accommodations made to care providers as a result of the Change Healthcare cyberattack.

Loss on Sale of Subsidiary and Subsidiaries Held for Sale

On February 6, 2024, the Company completed the sale of its Brazil operations.

During the year ended December 31, 2024, we recorded a loss of $7.1 billion, of which $4.1 billion related to the impact of cumulative foreign currency translation losses previously included in accumulated other comprehensive loss.

In the second quarter of 2024, the Company initiated a plan to sell its remaining South American operations, which were classified as held for sale as of December 31, 2024.

During the year ended December 31, 2024, we recorded a loss of $1.2 billion, of which $855 million related to the impact of cumulative foreign currency translation losses.

| Commercial - global | | | | | | 1,330 | | | | | | 5,540 | | | | | | 5,360 | | | | | | (4,210) | | | | | | (76) | | |

| Total UnitedHealthcare - medical | | | | | | 50,675 | | | | | | 52,750 | | | | | | 51,695 | | | | | | (2,075) | | | | | | (4) | | % |

Earnings from operations also increased due to operating cost efficiencies and supply chain initiatives.

| Other | | | | | | (3,312) | | | | | | (2,110) | | | | | | (2,737) | | | | | | (1,202) | | |

Decreased cash flows provided by operating activities were primarily driven by CMS Medicare funding reductions, Change Healthcare cyberattack response actions, increased medical costs and changes in working capital accounts.

Share Repurchase Program. In June 2024, our Board of Directors amended our share repurchase program to authorize the repurchase of up to 35 million shares of Common Stock, in addition to all remaining shares authorized to be repurchased under the Board’s 2018 renewal of the program.

Our primary market risks are exposures to changes in interest rates impacting our investment income and interest expense and the fair value of certain of our fixed-rate [removed: investments] [added: investments, including our loan receivables,] and debt.

As of December 31, [removed: 2024,] [added: 2025,] we had [removed: $33] [added: $34] billion of financial assets on which the interest rates received vary with market interest rates, which may significantly impact our investment income.

Also as of December 31, [removed: 2024,] [added: 2025,] $27 billion of our financial liabilities, which include debt and deposit liabilities, were at interest rates which vary with market rates, either directly or through the use of related interest rate swap contracts.

As of December 31, [removed: 2024, $46] [added: 2025, $48] billion of our investments were fixed-rate debt securities and [removed: $49] [added: $51] billion of our debt was non-swapped fixed-rate term debt.

The following tables summarize the impact of hypothetical changes in market interest rates across the entire yield curve by 1% point or 2% points as of December 31, [removed: 2024] [added: 2025] and [removed: 2023] [added: 2024] on our investment income and interest expense per annum and the fair value of our investments and debt (in millions, except percentages):

| [removed: 2 %] [added: 2%] | | | | | | $ | 666 | | | | | $ | 537 | | | | | $ | (4,151) | | | | | $ | (8,866) | |

As of December 31, [removed: 2024,] [added: 2025,] we had [removed: $4.9] [added: $5.5] billion of investments in equity securities, primarily consisting of venture investments and employee savings plan related investments.

| | | | | | | December 31, 2025 | | | | | | | | | | | | | | | | | | | | |

| 2 % | | | | | | $ | 690 | | | | | $ | 547 | | | | | $ | (4,218) | | | | | $ | (9,325) | |

| 1 | | | | | | 345 | | | | | | 273 | | | | | | (2,150) | | | | | | (5,078) | | |

| (1) | | | | | | (345) | | | | | | (258) | | | | | | 2,172 | | | | | | 6,127 | | |

| (2) | | | | | | (690) | | | | | | (514) | | | | | | 4,334 | | | | | | 13,588 | | |

| | | | | | | December 31, 2023 | | | | | | | | | | | | | | | | | | | | |

| 2% | | | | | | $ | 688 | | | | | $ | 393 | | | | | $ | (3,642) | | | | | $ | (8,142) | |

| 1 | | | | | | 344 | | | | | | 196 | | | | | | (1,871) | | | | | | (4,444) | | |

| (1) | | | | | | (344) | | | | | | (180) | | | | | | 1,954 | | | | | | 5,391 | | |

| (2) | | | | | | (688) | | | | | | (360) | | | | | | 3,964 | | | | | | 11,992 | | |

UnitedHealthcare Employer & Individual serves consumers and employers, ranging from [added: individuals and] sole proprietorships to large, multi-site and national employers and public sector employers.

Optum Health provides comprehensive and patient-centered care, addressing the physical, mental, social, and financial well-being of [removed: 100] [added: 95] million consumers and serves more than 100 health payer partners.

Optum Financial, including Optum Bank, serves consumers through [removed: more than 27] [added: nearly 26] million consumer accounts with [removed: $24] [added: more than $27] billion in assets under management as of December 31, [removed: 2024.][added: 2025.]

For financial services offerings, Optum Financial charges fees and earns investment [added: and interest] income on managed [removed: funds.][added: funds and loans.]

Optum Insight’s aggregate backlog as of December 31, [removed: 2024] [added: 2025] was approximately [removed: $32.8] [added: $31.1] billion, of which [removed: $19.8] [added: $18.3] billion is expected to be realized within the next 12 months.

The aggregate backlog includes [removed: $12.5] [added: $12.9] billion related to affiliated agreements.

Optum Insight’s aggregate backlog as of December 31, [removed: 2023,] [added: 2024,] was [removed: $32.1] [added: $32.8] billion, including [removed: $11.9] [added: $12.5] billion related to affiliated agreements.

Optum Rx provides a full spectrum of pharmacy care services through its network of [removed: more than 65,000] [added: approximately 64,000] retail pharmacies, through home delivery, specialty and community health pharmacies, the provision of in-home and community-based infusion services and through rare disease and gene therapy support services.

Optum Rx manages a broad range of prescription drug spend, including widely available retail drugs as well as limited and ultra-limited distribution drugs in oncology, [removed: HIV,] [added: human immunodeficiency virus,] pain management and ophthalmology.

In [removed: 2024,] [added: 2025,] Optum Rx managed [removed: $178] [added: $188] billion in pharmaceutical spending, including [removed: $74] [added: nearly $87] billion in specialty pharmaceutical spending.

See further discussion of our regulatory environment below under [“Government [removed: Regulation”](#i5df38065a2cf44208c456280ada6b201_19)] [added: Regulation”](#i34b361ff6a694842a8bcfd246e9d7327_19)] and in [Part II, Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of [removed: Operations.”](#i5df38065a2cf44208c456280ada6b201_55)][added: Operations.”](#i34b361ff6a694842a8bcfd246e9d7327_55)]

As of December 31, [removed: 2024,] [added: 2025,] UnitedHealthcare Employer & Individual provides access to medical services for 29.7 million people.

[removed: Through its risk-based product offerings,] UnitedHealthcare Employer & Individual [added: offers risk-based products under which it] assumes [removed: the risk of both] [added: responsibility for] medical and administrative costs [removed: for its customers] in [removed: return] [added: exchange] for a monthly [removed: premium which is] [added: premium,] typically a fixed rate per individual served for a one-year period.

[removed: Through its administrative and other management services arrangements to] [added: For] customers [removed: who] [added: that] elect to self-fund the health care costs [added: and retain the financial risk] of [added: medical benefits for] their employees and [removed: employees’] dependents, UnitedHealthcare Employer & Individual [removed: receives a fixed][added: provides administrative and management services.]

These [removed: customers retain the risk of financing medical benefits for their employees and employees’ dependents, while UnitedHealthcare Employer & Individual provides] services [removed: such as] [added: include] coordination [removed: and facilitation] of medical and related [removed: services to customers, consumers and health care professionals, administration of] [added: services,] transaction processing and access to a contracted network of physicians, hospitals and other health care [removed: professionals,] [added: providers,] including [added: providers of] dental and vision [removed: professionals.][added: services.]

[removed: UnitedHealthcare Employer & Individual typically distributes its products through a variety of channels, dependent upon the specific product, including: through] [added: These channels include] consultants or direct sales, [removed: in collaboration with] brokers and agents, [removed: through] wholesale agents or agencies [removed: who] [added: that] contract with health insurance carriers to distribute individual or group benefits, [removed: through] professional employer organizations and [removed: associations] [added: associations,] and [removed: through] both multi-carrier and [removed: its own] proprietary private exchange marketplaces.

UnitedHealthcare Employer & [removed: Individual’s major product families] [added: Individual provides employer-sponsored health benefits, as well as individual and family plans through portfolio of products which] include consumer engagement products, such as high-deductible consumer driven benefit plans and a variety of innovative consumer centric products; traditional products; clinical and pharmacy products; and specialty benefits, such as vision, dental, accident protection, critical illness, disability and hospital indemnity offerings.

UnitedHealthcare Medicare & Retirement served [removed: 7.8] [added: 8.4] million people through its Medicare Advantage products as of December 31, [removed: 2024.][added: 2025.]

For example, through our HouseCalls program, nurse practitioners performed [removed: 2.9] [added: 3.1] million clinical preventive home care visits in [removed: 2024] [added: 2025] to address unmet care opportunities and close gaps in care.

As of December 31, [removed: 2024,] [added: 2025,] UnitedHealthcare enrolled [removed: 10.1] [added: 10.4] million people in the Medicare Part D programs, including [removed: 3.1] [added: 2.8] million individuals in stand-alone Medicare Part D plans, with the remainder in Medicare Advantage plans incorporating Medicare Part D coverage.

UnitedHealthcare Medicare & Retirement served 4.3 million seniors nationwide through various Medicare Supplement products as of December 31, [removed: 2024.][added: 2025.]

Premium revenues from CMS represented [removed: 40%] [added: 44%] of UnitedHealth Group’s total consolidated revenues for the year ended December 31, [removed: 2024,] [added: 2025,] most of which were generated by UnitedHealthcare Medicare & Retirement.

As of December 31, [removed: 2024,] [added: 2025,] UnitedHealthcare Community & State participated in programs in [removed: 33] [added: 32] states and the District of Columbia, and served [removed: more than] [added: nearly] 7.4 million people; including 1.2 million people through Medicaid expansion programs in [removed: 20] [added: 19] states under the Patient Protection and Affordable Care Act (ACA).

We are regulated by [removed: agencies] [added: government agencies,] which generally have discretion to issue regulations and interpret and enforce laws and [removed: rules.][added: regulations.]

U.S. federal and state and international governments continue to consider and enact various legislative and regulatory proposals which could materially impact certain aspects of the health care [removed: system.][added: system and our operations.]

New [removed: laws, regulations] [added: laws] and [removed: rules,] [added: regulations,] or changes in the interpretation of existing [removed: laws, regulations] [added: laws] and [removed: rules,] [added: regulations,] including as a result of changes in the political environment, could adversely affect our businesses.

See [Part I, Item 1A, “Risk [removed: Factors”](#i5df38065a2cf44208c456280ada6b201_22)] [added: Factors”](#i34b361ff6a694842a8bcfd246e9d7327_22)] for a discussion of the risks related to our compliance with U.S. federal and state and international laws and regulations.

ERISA sets forth standards on how our business units may do business with employers who sponsor employee health benefit plans, particularly those [removed: who] [added: that] maintain self-funded plans.

The National Association of Insurance Commissioners (NAIC) has adopted model [removed: regulations,] [added: regulations] which require expanded governance practices and risk and solvency assessment reporting.

[removed: Most state insurance] holding company laws and regulations require prior regulatory approval of acquisitions and material affiliated transfers of assets, as well as transactions between the regulated companies and their parent holding companies or affiliates.

These laws [added: and regulations] may restrict the ability of our regulated subsidiaries to pay dividends to our holding companies.

Some of our business activity is subject to other health care-related regulations and requirements, including PPO, Managed Care Organization (MCO), utilization review (UR), [added: behavioral health,] TPA, pharmacy care services, durable medical equipment or care provider-related regulations and licensure requirements.

Health care-related laws and regulations set specific standards for delivery of services, [added: mental health parity,] appeals, grievances and payment of claims, adequacy of health care professional networks, fraud prevention, protection of consumer health information, pricing and underwriting practices and covered benefits and services.

See [Part I, Item 1A, “Risk [removed: Factors”](#i5df38065a2cf44208c456280ada6b201_22)] [added: Factors”](#i34b361ff6a694842a8bcfd246e9d7327_22)] for a discussion of the risks related to compliance with state privacy and security regulations.

These non-resident states generally expect our pharmacies to follow the laws of the state in which the pharmacies are located, but some non-resident states also require us to comply with their laws [removed: where] [added: if] pharmaceuticals are [removed: delivered.][added: delivered within those states.]

See [Part I, Item 1A, “Risk [removed: Factors”](#i5df38065a2cf44208c456280ada6b201_22)] [added: Factors”](#i34b361ff6a694842a8bcfd246e9d7327_22)] for a discussion of the risks related to our pharmacy care services businesses.

[removed: Additionally, many] [added: Many] states limit our ability to manage and establish maximum allowable costs for generic prescription [removed: drugs.][added: drugs and regulate various pharmacy reimbursement measures.]

[removed: These regulations] could limit or preclude (i) certain plan designs, (ii) limited networks, (iii) use of particular care providers or distribution channels, (iv) copayment differentials among providers and (v) formulary tiering practices.

Under certain circumstances, these laws may provide consumers with a private right of [removed: action.][added: action to enforce those laws.]

Optum Bank is [added: also] subject to regulation by federal banking regulators, including the Federal Deposit Insurance Corporation (FDIC), which performs annual examinations to ensure the bank is operating in accordance with federal safety and soundness requirements, and the Consumer Financial Protection Bureau, which may perform periodic examinations to ensure the bank is in compliance with applicable consumer protection statutes, regulations and agency guidelines.

2026 Business Realignment

On January 1, 2026, we realigned certain of our businesses to respond to changes in the markets we serve and the opportunities that are emerging as the health system evolves.

Optum Financial, including Optum Bank, which was historically included in Optum Health, will now be included in Optum Insight.

Our reportable segments will remain unchanged, with prior period segment financial information being recast to conform to the 2026 presentation, beginning with our Quarterly Report on Form 10-Q for the three months ended March 31, 2026 filed with the Securities and Exchange Commission (SEC).

The business focuses on delivering customized benefit solutions and clinical programs designed to help employers and individuals manage costs while maintaining quality coverage and supporting health and well-being, with the shared goal of improving outcomes for patients and the health system.

UnitedHealthcare Employer & Individual distributes its products through a variety of channels, depending on the specific product.

Most state insurance

In addition, some states have begun to consider new laws to expand or change the scope of corporate practice of medicine laws.

Any such changes could adversely impact how we structure transactions and contract with and support physicians in those states.

These regulations

As of December 31, 2025, we had more than 390,000 employees, of whom nearly 165,000 were clinical professionals.

| Stephen Hemsley | | | | | | 73 | | | | | | Chair and Chief Executive Officer | | |

| Wayne DeVeydt | | | | | | 56 | | | | | | Chief Financial Officer | | |

Steve previously served as Non-Executive Chair of the Board from November 2019 to May 2025, Executive Chair of the Board from September 2017 to November 2019, Chief Executive Officer from November 2006 to August 2017, President from May 1999 to November 2014, and Chief Operating Officer from November 1998 to November 2006.

He joined the Company in 1997 and has been a member of the Board of Directors since 2000.

Prior to joining UnitedHealth Group, Wayne was Managing Director of Bain Capital, a private investment firm, from March 2022 to August 2025.

Wayne previously served as Chief Executive Officer, from January 2018 to January 2020, and Executive Chairman of the Board of Directors, from January 2020 to August 2025, of Surgery Partners, an operator of surgical facilities and ancillary services, and Executive Vice President and Chief Financial Officer of Elevance Health (formerly known as Anthem), a health benefits and insurance provider, from 2007 to June 2016.

Prior to joining UnitedHealth Group, Patrick held prominent senior leadership positions in the private and public sector and clinical settings, including service as Chief Medical Officer and acting administrator at Centers for Medicare and Medicaid Services, and as director of the CMS Innovation Center.

monthly service fee per individual served.

UnitedHealthcare Employer & Individual is focused on providing informed benefit solutions that create customized plan designs and clinical programs for employers that contribute to well-being and reduce the total cost of care along with providing simpler consumer experiences in response to market dynamics.

Our approach is data-driven and leader-led and uses enterprise and business scorecards to ensure our leaders are accountable for a consistent focus on hiring, developing, advancing and retaining diverse talent.

We strive to maintain a skilled, sustainable and diverse talent pipeline by building strong strategic partnerships and outreach through early career programs, internships and apprenticeships.

We support career coaching, mentorship and accelerated leadership development programs to ensure mobility and advancement for our diverse talent.

To foster an engaged workforce and an inclusive culture, we invest in a broad array of skills-based learning and culture development programs.

We rely on a shared leadership framework, which clearly and objectively defines our expectations, enables an environment where everyone has the opportunity to learn and grow, and helps us identify, develop and deploy talent to help achieve our mission.

Receiving on-going feedback from our team members is another way to strengthen and reinforce a culture of inclusion.

Our Employee Experience Index measures an employee’s sense of commitment and belonging to our company and is a metric in the Stewardship section of our annual incentive plan.

Our Sustainability Report, which can be accessed on our website at www.unitedhealthgroup.com, provides further information about our people and culture.

| Andrew Witty | | | | | | 60 | | | | | | Chief Executive Officer | | |

| John Rex | | | | | | 63 | | | | | | President and Chief Financial Officer | | |

Previously, Andrew served as Chief Executive Officer of Optum from July 2018 to April 2021, President of UnitedHealth Group from November 2019 to February 2021 and as a UnitedHealth Group director from August 2017 to March 2018.

Prior to joining UnitedHealth Group, he was Chief Executive Officer and a board member of GlaxoSmithKline, a global pharmaceutical company, from 2008 to 2017.

Previously, John served as Chief Financial Officer of UnitedHealth Group since June 2016.

From March 2012 to June 2016, he served as Executive Vice President and Chief Financial Officer of Optum.

Prior to joining Optum in 2012, John was a Managing Director at JP Morgan, a global financial services firm.

The information required by this Item 3 is incorporated herein by reference to the information set forth under the captions “Legal Matters” and “Government Investigations, Audits and Reviews” in [Note 12 of the Notes to the Consolidated Financial Statements included in Part II, Item 8, “Financial Statements and Supplementary [removed: Data”](#i5df38065a2cf44208c456280ada6b201_193)][added: Data”](#i34b361ff6a694842a8bcfd246e9d7327_190)]

For the fiscal year ended December 31, [removed: 2024][added: 2025]

][added: Clean.jpg](https://www.sec.gov/Archives/edgar/data/731766/000073176626000062/unh-20251231_g1.jpg)]

The aggregate market value of voting stock held by non-affiliates of the registrant as of June 30, [removed: 2024] [added: 2025] was [removed: $468,433,146,650] [added: $281,907,836,350] (based on the last reported sale price of [removed: $509.26] [added: $311.97] per share on June 30, [removed: 2024] [added: 2025] as reported on the New York Stock Exchange), excluding only shares of voting stock held beneficially by directors, executive officers and subsidiaries of the registrant.

As of [removed: January 31, 2025,] [added: February 20, 2026,] there were [removed: 914,712,333] [added: 907,675,839] shares of the registrant’s Common Stock, $.01 par value per share, issued and outstanding.

The information required by Part III of this report, to the extent not set forth herein, is incorporated by reference from the registrant’s definitive proxy statement relating to its [removed: 2025] [added: 2026] Annual Meeting of Shareholders.

| Item 1. | | | [removed: [Business](#i5df38065a2cf44208c456280ada6b201_13)] [added: [Business](#i34b361ff6a694842a8bcfd246e9d7327_13)] | | | [removed: [1](#i5df38065a2cf44208c456280ada6b201_13)] [added: [1](#i34b361ff6a694842a8bcfd246e9d7327_13)] | | |

| Item 1A. | | | [Risk [removed: Factors](#i5df38065a2cf44208c456280ada6b201_22)] [added: Factors](#i34b361ff6a694842a8bcfd246e9d7327_22)] | | | [removed: [10](#i5df38065a2cf44208c456280ada6b201_22)] [added: [10](#i34b361ff6a694842a8bcfd246e9d7327_22)] | | |

| Item 1B. | | | [Unresolved Staff [removed: Comments](#i5df38065a2cf44208c456280ada6b201_25)] [added: Comments](#i34b361ff6a694842a8bcfd246e9d7327_25)] | | | [removed: [20](#i5df38065a2cf44208c456280ada6b201_25)] [added: [21](#i34b361ff6a694842a8bcfd246e9d7327_25)] | | |

| Item 1C. | | | [removed: [Cybersecurity](#i5df38065a2cf44208c456280ada6b201_28)] [added: [Cybersecurity](#i34b361ff6a694842a8bcfd246e9d7327_28)] | | | [removed: [21](#i5df38065a2cf44208c456280ada6b201_28)] [added: [21](#i34b361ff6a694842a8bcfd246e9d7327_28)] | | |

| Item 2. | | | [removed: [Properties](#i5df38065a2cf44208c456280ada6b201_31)] [added: [Properties](#i34b361ff6a694842a8bcfd246e9d7327_31)] | | | [removed: [22](#i5df38065a2cf44208c456280ada6b201_31)] [added: [22](#i34b361ff6a694842a8bcfd246e9d7327_31)] | | |

| Item 3. | | | [Legal [removed: Proceedings](#i5df38065a2cf44208c456280ada6b201_34)] [added: Proceedings](#i34b361ff6a694842a8bcfd246e9d7327_34)] | | | [removed: [22](#i5df38065a2cf44208c456280ada6b201_34)] [added: [22](#i34b361ff6a694842a8bcfd246e9d7327_34)] | | |

| Item 4. | | | [Mine Safety [removed: Disclosures](#i5df38065a2cf44208c456280ada6b201_37)] [added: Disclosures](#i34b361ff6a694842a8bcfd246e9d7327_37)] | | | [removed: [22](#i5df38065a2cf44208c456280ada6b201_37)] [added: [22](#i34b361ff6a694842a8bcfd246e9d7327_37)] | | |

| Item 5. | | | [Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity [removed: Securities](#i5df38065a2cf44208c456280ada6b201_43)] [added: Securities](#i34b361ff6a694842a8bcfd246e9d7327_43)] | | | [removed: [22](#i5df38065a2cf44208c456280ada6b201_43)] [added: [23](#i34b361ff6a694842a8bcfd246e9d7327_43)] | | |

| Item 6. | | | [removed: [Reserved](#i5df38065a2cf44208c456280ada6b201_52)] [added: [Reserved](#i34b361ff6a694842a8bcfd246e9d7327_52)] | | | [removed: [23](#i5df38065a2cf44208c456280ada6b201_52)] [added: [24](#i34b361ff6a694842a8bcfd246e9d7327_52)] | | |

| Item 7. | | | [Management’s Discussion and Analysis of Financial Condition and Results of [removed: Operations](#i5df38065a2cf44208c456280ada6b201_55)] [added: Operations](#i34b361ff6a694842a8bcfd246e9d7327_55)] | | | [removed: [24](#i5df38065a2cf44208c456280ada6b201_55)] [added: [25](#i34b361ff6a694842a8bcfd246e9d7327_55)] | | |

| Item 7A. | | | [Quantitative and Qualitative Disclosures About Market [removed: Risk](#i5df38065a2cf44208c456280ada6b201_73)] [added: Risk](#i34b361ff6a694842a8bcfd246e9d7327_73)] | | | [removed: [36](#i5df38065a2cf44208c456280ada6b201_73)] [added: [37](#i34b361ff6a694842a8bcfd246e9d7327_73)] | | |

| Item 8. | | | [Financial Statements and Supplementary [removed: Data](#i5df38065a2cf44208c456280ada6b201_76)] [added: Data](#i34b361ff6a694842a8bcfd246e9d7327_76)] | | | [removed: [37](#i5df38065a2cf44208c456280ada6b201_76)] [added: [38](#i34b361ff6a694842a8bcfd246e9d7327_76)] | | |

| Item 9. | | | [Changes in and Disagreements With Accountants on Accounting and Financial [removed: Disclosure](#i5df38065a2cf44208c456280ada6b201_202)] [added: Disclosure](#i34b361ff6a694842a8bcfd246e9d7327_199)] | | | [removed: [67](#i5df38065a2cf44208c456280ada6b201_202)] [added: [72](#i34b361ff6a694842a8bcfd246e9d7327_199)] | | |

| Item 9A. | | | [Controls and [removed: Procedures](#i5df38065a2cf44208c456280ada6b201_205)] [added: Procedures](#i34b361ff6a694842a8bcfd246e9d7327_202)] | | | [removed: [67](#i5df38065a2cf44208c456280ada6b201_205)] [added: [72](#i34b361ff6a694842a8bcfd246e9d7327_202)] | | |

| Item 9B. | | | [Other [removed: Information](#i5df38065a2cf44208c456280ada6b201_220)] [added: Information](#i34b361ff6a694842a8bcfd246e9d7327_217)] | | | [removed: [69](#i5df38065a2cf44208c456280ada6b201_220)] [added: [74](#i34b361ff6a694842a8bcfd246e9d7327_217)] | | |

| Item 9C. | | | [Disclosure Regarding Foreign Jurisdictions That Prevent [removed: Inspections](#i5df38065a2cf44208c456280ada6b201_223)] [added: Inspections](#i34b361ff6a694842a8bcfd246e9d7327_220)] | | | [removed: [69](#i5df38065a2cf44208c456280ada6b201_223)] [added: [74](#i34b361ff6a694842a8bcfd246e9d7327_220)] | | |

| Item 10. | | | [Directors, Executive Officers and Corporate [removed: Governance](#i5df38065a2cf44208c456280ada6b201_229)] [added: Governance](#i34b361ff6a694842a8bcfd246e9d7327_226)] | | | [removed: [69](#i5df38065a2cf44208c456280ada6b201_229)] [added: [74](#i34b361ff6a694842a8bcfd246e9d7327_226)] | | |

| Item 11. | | | [Executive [removed: Compensation](#i5df38065a2cf44208c456280ada6b201_232)] [added: Compensation](#i34b361ff6a694842a8bcfd246e9d7327_229)] | | | [removed: [70](#i5df38065a2cf44208c456280ada6b201_232)] [added: [75](#i34b361ff6a694842a8bcfd246e9d7327_229)] | | |

| Item 12. | | | [Security Ownership of Certain Beneficial Owners and Management and Related Stockholder [removed: Matters](#i5df38065a2cf44208c456280ada6b201_235)] [added: Matters](#i34b361ff6a694842a8bcfd246e9d7327_232)] | | | [removed: [70](#i5df38065a2cf44208c456280ada6b201_235)] [added: [75](#i34b361ff6a694842a8bcfd246e9d7327_232)] | | |

| Item 13. | | | [Certain Relationships and Related Transactions, and Director [removed: Independence](#i5df38065a2cf44208c456280ada6b201_238)] [added: Independence](#i34b361ff6a694842a8bcfd246e9d7327_235)] | | | [removed: [70](#i5df38065a2cf44208c456280ada6b201_238)] [added: [75](#i34b361ff6a694842a8bcfd246e9d7327_235)] | | |

| Item 14. | | | [Principal Accountant Fees and [removed: Services](#i5df38065a2cf44208c456280ada6b201_241)] [added: Services](#i34b361ff6a694842a8bcfd246e9d7327_238)] | | | [removed: [70](#i5df38065a2cf44208c456280ada6b201_241)] [added: [75](#i34b361ff6a694842a8bcfd246e9d7327_238)] | | |

| Item 15. | | | [Exhibit and Financial Statement [removed: Schedules](#i5df38065a2cf44208c456280ada6b201_247)] [added: Schedules](#i34b361ff6a694842a8bcfd246e9d7327_244)] | | | [removed: [71](#i5df38065a2cf44208c456280ada6b201_247)] [added: [76](#i34b361ff6a694842a8bcfd246e9d7327_244)] | | |

| Item 16. | | | [Form 10-K [removed: Summary](#i5df38065a2cf44208c456280ada6b201_265)] [added: Summary](#i34b361ff6a694842a8bcfd246e9d7327_262)] | | | [removed: [79](#i5df38065a2cf44208c456280ada6b201_265)] [added: [83](#i34b361ff6a694842a8bcfd246e9d7327_262)] | | |

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| [Signatures](#i34b361ff6a694842a8bcfd246e9d7327_265) | | | | | | [84](#i34b361ff6a694842a8bcfd246e9d7327_265) | | |

________________________________________________________

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| [Signatures](#i5df38065a2cf44208c456280ada6b201_268) | | | | | | [80](#i5df38065a2cf44208c456280ada6b201_268) | | |

UnitedHealth Group [removed: manages] [added: assesses its] cybersecurity and data protection [added: initiatives] through [removed: a continuously evolving framework.][added: the National Institute of Standards and Technology (NIST) Cybersecurity Framework.]

[removed: As part of this process, the] [added: The] Audit and Finance Committee receives regular updates from the [removed: Chief Digital and Technology Officer] [added: CSO] and [removed: the Chief Security Officer] [added: CDTO] on critical [removed: issues related to our information security risks,] cybersecurity [added: risks,] strategy, supplier [removed: risk] [added: risk,] and business [removed: continuity capabilities.][added: continuity.]

The Audit and Finance Committee has also [removed: added] [added: engaged] a leading cybersecurity incident and response firm to [removed: serve as its advisor] [added: advise] on [removed: cybersecurity] [added: and strengthen oversight of these] matters.

[removed: Pursuant to] [added: Under] the [removed: Company’s] incident response plan, incidents are reported to the Audit and Finance Committee [removed: and] [added: and, when necessary, to] appropriate government [removed: agencies and other authorities, as deemed necessary or appropriate, considering the actual or potential] [added: agencies, based on their] impact, [removed: significance] [added: significance,] and scope.

We require [removed: our] third-party partners and contractors to handle data in accordance with [removed: our] [added: the Company’s] data privacy and [removed: information security requirements and] [added: cybersecurity requirements, as well as] applicable laws.

We [removed: also perform] [added: conduct] regular vulnerability assessments and penetration tests to improve system security and address emerging security threats.

[removed: Our] [added: The] internal audit team independently assesses [removed: security] [added: cybersecurity] controls against [removed: our] enterprise [removed: policies to evaluate compliance and leverages] [added: policies, using] a combination of auditing and [removed: security] [added: cybersecurity] frameworks to evaluate [removed: how] [added: the application of] leading [removed: practices are applied throughout our enterprise.][added: practices.]

Audit results and remediation progress are reported [removed: to] [added: to,] and monitored [removed: by] [added: by,] senior management and the Audit and Finance Committee.

Our [removed: Chief Security Officer has] [added: CSO brings] more than 30 years of experience [removed: as a security professional] in [removed: both the] [added: security roles across] private and public sectors, including [removed: in] law [removed: enforcement.][added: enforcement and leadership positions at major multinational corporations.]

As of December 31, [removed: 2024,] [added: 2025,] the Company has not identified any risks from cybersecurity threats that have materially affected or are reasonably likely to materially affect the Company, including our business strategy, results of operations or financial condition, but there can be no assurance that any such risk will not materially affect the Company in the future.

For further information about the cybersecurity risks we face, and potential [removed: impacts,] [added: impacts of such risks,] see [Part I, Item 1A, “Risk [removed: Factors.”](#i5df38065a2cf44208c456280ada6b201_22)][added: Factors.”](#i34b361ff6a694842a8bcfd246e9d7327_22)]

Overview of Cybersecurity Program

This framework provides guidelines for maintaining a mature and comprehensive cybersecurity program, outlining the essential components and responsibilities required to safeguard sensitive information.

Risk Assessment and Management Practices

The Company employs processes to assess, identify, and manage cybersecurity risks.

These processes include conducting tabletop exercises to test and reinforce incident response controls, performing control gap analyses, executing penetration tests, and implementing data recovery testing.

Internal and external security assessments, along with ongoing threat intelligence monitoring, are used to further strengthen the program.

Employees participate in annual cybersecurity and data privacy training to enhance awareness and preparedness across the enterprise.

Incident Management and Response

The Company has established an incident management and response program that continuously monitors information systems for vulnerabilities, threats, and incidents.

This program is designed to respond to and manage incidents as they arise, remediate vulnerabilities, and communicate significant threats or incidents to management, including the Chief Security Officer (CSO), the Chief Digital and Technology Officer (CDTO), and executive leadership.

Third-Party Risk Management

The Company maintains ongoing engagement with suppliers, partners, contractors, and service providers to identify and remediate vulnerabilities, and monitors system upgrades to mitigate future risks.

Through our third-party risk management program, we evaluate whether third parties use effective controls and business continuity plans, and drive the remediation of any identified issues or risks.

Auditing, Certifications, and Continuous Improvement

We engage both internal and external advisors and auditors to review and audit our infrastructure and information systems to enhance the program’s design and operational effectiveness.

The Company maintains various certifications from industry-recognized organizations.

We also engage external cybersecurity and audit firms to provide an evaluation of the program’s maturity.

Enterprise Risk Assessment

As part of the overall enterprise cybersecurity risk management program, we complete regular enterprise information risk assessments.

Overseen by the CSO, these assessments address unexpected or unforeseen changes in the risk environment by reviewing internal and external threats and evaluating changes to the cybersecurity risk landscape.

The results of these assessments inform future investments and program enhancements and are communicated as part of the Company’s broader enterprise risk management program.

Engagement with Third-Party Experts

In addition to in-house cybersecurity capabilities, the Company engages assessors, consultants, and other third parties to assist with a range of cybersecurity matters, including red team testing, auditing, and strategic advisory services.

Leadership and Governance

Management of UnitedHealth Group’s cybersecurity risks is overseen by the CSO and CDTO.

Our CDTO has been with the Company for more than two decades, holding leadership roles in finance, operations and technology, and has previously served as chief information officer for UnitedHealthcare and several of our Optum businesses.

Together, the CSO and CDTO co-chair UnitedHealth Group’s Enterprise Security Council, which oversees the security team’s work and includes the Chief Compliance Officer, the Chief Legal Officer, the Chief Audit Executive, the Chief Privacy Officer, and senior business executives.

Board Oversight

The Board of Directors has delegated to the Audit and Finance Committee primary responsibility for overseeing the Company’s risk management and compliance programs related to cybersecurity, data protection, and privacy.

The framework allows us to identify, assess and mitigate the risks we face, and assists us in establishing policies and safeguards to protect our systems and the information of those we serve.

Our cybersecurity program is managed by our Chief Digital and Technology Officer and our Chief Security Officer.

The Audit and Finance Committee of the Board of Directors has oversight of our cybersecurity program and is responsible for reviewing and assessing the effectiveness of the Company’s cybersecurity and data protection policies, procedures and resource commitment, including key risk areas and mitigation strategies.

The Company’s framework includes an incident management and response program that continuously monitors the Company’s information systems for vulnerabilities, threats and incidents; manages and takes action to contain incidents that occur; remediates vulnerabilities; and communicates the details of significant threats and incidents to management, including the Chief Digital and Technology Officer and the Chief Security Officer, as deemed necessary or appropriate.

We regularly engage with our suppliers, partners, contractors, service providers and internal development teams to identify and remediate vulnerabilities in a timely manner and monitor system upgrades to mitigate future risk, and evaluate whether they employ appropriate and effective controls and continuity plans for their systems and operations.

To ensure that our program is designed and operating effectively, our infrastructure and information systems are audited periodically by internal and external auditors.

We have obtained various certifications from industry-recognized certifying organizations as a result of certain external audits.

We also periodically partner with industry-leading cybersecurity firms to assess our cybersecurity program.

These assessments complement our other assessment work by evaluating our cybersecurity program as a whole.

We complete an enterprise information risk assessment as part of our overall enterprise information security risk management assessment, which is overseen by our Chief Security Officer.

This risk assessment is a review of internal and external threats that evaluates changes to the information risk landscape to inform the investments and program enhancements to be made in the future to rapidly respond and recover from potential attacks, including rebuild and recovery protocols for key systems.

We evaluate our enterprise information security risk to address unexpected or unforeseen changes in the risk environment or our systems and the resulting impacts are communicated to the Company’s overall enterprise risk management program.

We believe our Chief Digital and Technology Officer and our Chief Security Officer have the appropriate knowledge and expertise to effectively manage our cybersecurity program.

The Chief Digital and Technology Officer has experience leading enterprise digital transformation efforts for a large multinational corporation and held several leadership and growth positions at a global technology consulting and services firm before joining UnitedHealth Group.

Prior to joining UnitedHealth Group, he served in security leadership roles at several large multinational corporations and has additionally served on cybersecurity advisory boards for some of the largest corporations in the country.

On [removed: January 31, 2025,] [added: February 20, 2026,] there were [removed: 9,323] [added: 8,734] holders of record of our common stock.

In June [removed: 2024,] [added: 2025,] our Board of Directors increased the Company’s quarterly cash dividend to shareholders to an annual rate of [removed: $8.40] [added: $8.84] compared to [removed: $7.52] [added: $8.40] per share, which the Company had paid since June [removed: 2023.][added: 2024.]

[removed: (a)] In November 1997, our Board of Directors adopted a share repurchase program, which the Board of Directors evaluates periodically.

In June 2024, the Board of Directors amended our share repurchase program [added: as then in effect] to authorize the repurchase of up to 35 million shares of our common stock in open market purchases or other types of transactions (including prepaid or structured repurchase programs), in addition to all remaining shares authorized to be repurchased under the Board’s 2018 renewal of the program.

The following performance graph compares the cumulative five-year total return to shareholders on our common stock relative to the cumulative total returns of the S&P 500 Health Care Index, the Dow Jones US Industrial Average Index and the S&P 500 Index for the five-year period ended December 31, [removed: 2024.][added: 2025.]

The comparisons assume the investment of $100 on December 31, [removed: 2019] [added: 2020] in our common stock and in each index, and the reinvestment of dividends when paid.

![UNH [removed: 2024] [added: 2025] Performance [removed: Graph.jpg](https://www.sec.gov/Archives/edgar/data/731766/000073176625000063/unh-20241231_g2.jpg)][added: Graph.jpg](https://www.sec.gov/Archives/edgar/data/731766/000073176626000062/unh-20251231_g2.jpg)]

There were no repurchases of the Company’s common stock during the three months ended December 31, 2025.

As of December 31, 2025, the Company had 21 million shares remaining available under its share repurchase authorization.

| | | | 12/20 | | | | | | 12/21 | | | | | | 12/22 | | | | | | 12/23 | | | | | | 12/24 | | | | | | 12/25 | | |

| UnitedHealth Group | | | $ | 100.00 | | | | | $ | 145.21 | | | | | $ | 155.30 | | | | | $ | 156.54 | | | | | $ | 152.76 | | | | | $ | 102.18 | |

| S&P 500 Health Care Index | | | 100.00 | | | | | | 126.13 | | | | | | 123.67 | | | | | | 126.21 | | | | | | 129.46 | | | | | | 148.36 | | |

| Dow Jones US Industrial Average | | | 100.00 | | | | | | 120.95 | | | | | | 112.65 | | | | | | 130.87 | | | | | | 150.49 | | | | | | 172.95 | | |

| S&P 500 Index | | | 100.00 | | | | | | 128.71 | | | | | | 105.40 | | | | | | 133.10 | | | | | | 166.40 | | | | | | 196.16 | | |

Issuer Purchases of Equity Securities (a)

Fourth Quarter 2024

| | | | | | | | | | | | | | | | | | | | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| For the Month Ended | | | | | | Total Number of Shares Purchased | | | | | | Average Price Paid Per Share | | | | | | Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs | | | | | | Maximum Number of Shares That May Yet Be Purchased Under The Plans or Programs | | |

| | | | | | | (in millions) | | | | | | | | | | | | (in millions) | | | | | | (in millions) | | |

| October 31, 2024 | | | | | | 2.6 | | | | | | $ | 568.70 | | | | | 2.6 | | | | | | 39.6 | | |

| November 30, 2024 | | | | | | 0.9 | | | | | | 593.39 | | | | | | 0.9 | | | | | | 38.7 | | |

| December 31, 2024 | | | | | | 5.6 | | | | | | 513.93 | | | | | | 5.6 | | | | | | 33.1 | | |

| Total | | | | | | 9.1 | | | | | | $ | 537.14 | | | | | 9.1 | | | | | | | | |

| | | | 12/19 | | | | | | 12/20 | | | | | | 12/21 | | | | | | 12/22 | | | | | | 12/23 | | | | | | 12/24 | | |

| UnitedHealth Group | | | $ | 100.00 | | | | | $ | 121.20 | | | | | $ | 176.01 | | | | | $ | 188.23 | | | | | $ | 189.73 | | | | | $ | 185.15 | |

| S&P 500 Health Care Index | | | 100.00 | | | | | | 113.45 | | | | | | 143.09 | | | | | | 140.29 | | | | | | 143.18 | | | | | | 146.87 | | |

| Dow Jones US Industrial Average | | | 100.00 | | | | | | 109.72 | | | | | | 132.71 | | | | | | 123.60 | | | | | | 143.60 | | | | | | 165.12 | | |

| S&P 500 Index | | | 100.00 | | | | | | 118.40 | | | | | | 152.39 | | | | | | 124.79 | | | | | | 157.59 | | | | | | 197.02 | | |

| [Report of Independent Registered Public Accounting Firm [removed: (](#i5df38065a2cf44208c456280ada6b201_79)[PCAOB] [added: (](#i34b361ff6a694842a8bcfd246e9d7327_79)[PCAOB] ID [removed: No](#i5df38065a2cf44208c456280ada6b201_79) 34[)](#i5df38065a2cf44208c456280ada6b201_79)] [added: No](#i34b361ff6a694842a8bcfd246e9d7327_79) 34[)](#i34b361ff6a694842a8bcfd246e9d7327_79)] | | | [removed: [38](#i5df38065a2cf44208c456280ada6b201_79)] [added: [39](#i34b361ff6a694842a8bcfd246e9d7327_79)] | | |

| [Consolidated Balance [removed: Sheets](#i5df38065a2cf44208c456280ada6b201_82)] [added: Sheets](#i34b361ff6a694842a8bcfd246e9d7327_82)] | | | [removed: [40](#i5df38065a2cf44208c456280ada6b201_82)] [added: [41](#i34b361ff6a694842a8bcfd246e9d7327_82)] | | |

| [Consolidated Statements of [removed: Operations](#i5df38065a2cf44208c456280ada6b201_85)] [added: Operations](#i34b361ff6a694842a8bcfd246e9d7327_85)] | | | [removed: [41](#i5df38065a2cf44208c456280ada6b201_85)] [added: [42](#i34b361ff6a694842a8bcfd246e9d7327_85)] | | |

| [Consolidated Statements of Comprehensive [removed: Income](#i5df38065a2cf44208c456280ada6b201_88)] [added: Income](#i34b361ff6a694842a8bcfd246e9d7327_88)] | | | [removed: [42](#i5df38065a2cf44208c456280ada6b201_88)] [added: [43](#i34b361ff6a694842a8bcfd246e9d7327_88)] | | |

| [Consolidated Statements of Changes in [removed: Equity](#i5df38065a2cf44208c456280ada6b201_91)] [added: Equity](#i34b361ff6a694842a8bcfd246e9d7327_91)] | | | [removed: [43](#i5df38065a2cf44208c456280ada6b201_91)] [added: [44](#i34b361ff6a694842a8bcfd246e9d7327_91)] | | |

| [Consolidated Statements of Cash [removed: Flows](#i5df38065a2cf44208c456280ada6b201_94)] [added: Flows](#i34b361ff6a694842a8bcfd246e9d7327_94)] | | | [removed: [44](#i5df38065a2cf44208c456280ada6b201_94)] [added: [45](#i34b361ff6a694842a8bcfd246e9d7327_94)] | | |

| [Notes to the Consolidated Financial [removed: Statements](#i5df38065a2cf44208c456280ada6b201_97)] [added: Statements](#i34b361ff6a694842a8bcfd246e9d7327_97)] | | | [removed: [45](#i5df38065a2cf44208c456280ada6b201_97)] [added: [46](#i34b361ff6a694842a8bcfd246e9d7327_97)] | | |

| [1. Description of [removed: Business](#i5df38065a2cf44208c456280ada6b201_100)] [added: Business](#i34b361ff6a694842a8bcfd246e9d7327_100)] | | | [removed: [45](#i5df38065a2cf44208c456280ada6b201_100)] [added: [46](#i34b361ff6a694842a8bcfd246e9d7327_100)] | | |

| [2. Basis of Presentation, Use of Estimates and Significant Accounting [removed: Policies](#i5df38065a2cf44208c456280ada6b201_103)] [added: Policies](#i34b361ff6a694842a8bcfd246e9d7327_103)] | | | [removed: [45](#i5df38065a2cf44208c456280ada6b201_103)] [added: [46](#i34b361ff6a694842a8bcfd246e9d7327_103)] | | |

| [3. [removed: Investments](#i5df38065a2cf44208c456280ada6b201_160)] [added: Investments](#i34b361ff6a694842a8bcfd246e9d7327_160)] | | | [removed: [50](#i5df38065a2cf44208c456280ada6b201_160)] [added: [53](#i34b361ff6a694842a8bcfd246e9d7327_160)] | | |

| [4. Fair [removed: Value](#i5df38065a2cf44208c456280ada6b201_163)] [added: Value](#i34b361ff6a694842a8bcfd246e9d7327_163)] | | | [removed: [51](#i5df38065a2cf44208c456280ada6b201_163)] [added: [55](#i34b361ff6a694842a8bcfd246e9d7327_163)] | | |

| [5. Property, Equipment and Capitalized [removed: Software](#i5df38065a2cf44208c456280ada6b201_166)] [added: Software](#i34b361ff6a694842a8bcfd246e9d7327_166)] | | | [removed: [54](#i5df38065a2cf44208c456280ada6b201_166)] [added: [57](#i34b361ff6a694842a8bcfd246e9d7327_166)] | | |

| [6. Goodwill and Other Intangible [removed: Assets](#i5df38065a2cf44208c456280ada6b201_169)] [added: Assets](#i34b361ff6a694842a8bcfd246e9d7327_169)] | | | [removed: [54](#i5df38065a2cf44208c456280ada6b201_169)] [added: [57](#i34b361ff6a694842a8bcfd246e9d7327_169)] | | |

| [7. Medical Costs [removed: Payable](#i5df38065a2cf44208c456280ada6b201_172)] [added: Payable](#i34b361ff6a694842a8bcfd246e9d7327_172)] | | | [removed: [55](#i5df38065a2cf44208c456280ada6b201_172)] [added: [59](#i34b361ff6a694842a8bcfd246e9d7327_172)] | | |

| [8. Short-Term Borrowings and Long-Term [removed: Debt](#i5df38065a2cf44208c456280ada6b201_175)] [added: Debt](#i34b361ff6a694842a8bcfd246e9d7327_175)] | | | [removed: [57](#i5df38065a2cf44208c456280ada6b201_175)] [added: [60](#i34b361ff6a694842a8bcfd246e9d7327_175)] | | |

| [9. Income [removed: Taxes](#i5df38065a2cf44208c456280ada6b201_178)] [added: Taxes](#i34b361ff6a694842a8bcfd246e9d7327_178)] | | | [removed: [58](#i5df38065a2cf44208c456280ada6b201_178)] [added: [61](#i34b361ff6a694842a8bcfd246e9d7327_178)] | | |

| [10. Shareholders’ [removed: Equity](#i5df38065a2cf44208c456280ada6b201_184)] [added: Equity](#i34b361ff6a694842a8bcfd246e9d7327_184)] | | | [removed: [60](#i5df38065a2cf44208c456280ada6b201_184)] [added: [64](#i34b361ff6a694842a8bcfd246e9d7327_184)] | | |

| [11. Share-Based [removed: Compensation](#i5df38065a2cf44208c456280ada6b201_187)] [added: Compensation](#i34b361ff6a694842a8bcfd246e9d7327_187)] | | | [removed: [61](#i5df38065a2cf44208c456280ada6b201_187)] [added: [65](#i34b361ff6a694842a8bcfd246e9d7327_187)] | | |

| [12. Commitments and [removed: Contingencies](#i5df38065a2cf44208c456280ada6b201_193)] [added: Contingencies](#i34b361ff6a694842a8bcfd246e9d7327_190)] | | | [removed: [63](#i5df38065a2cf44208c456280ada6b201_193)] [added: [67](#i34b361ff6a694842a8bcfd246e9d7327_190)] | | |

[removed: | [13.](#i5df38065a2cf44208c456280ada6b201_196) [Dispositions] [added: 2025 Dispositions] and Held for [removed: Sale](#i5df38065a2cf44208c456280ada6b201_196) | | | [64](#i5df38065a2cf44208c456280ada6b201_196) | | |][added: Sale]

We have audited the accompanying consolidated balance sheets of UnitedHealth Group Incorporated and Subsidiaries (the [removed: “Company”)] [added: "Company")] as of December 31, [removed: 2024] [added: 2025] and [removed: 2023,] [added: 2024,] the related consolidated statements of operations, comprehensive income, changes in equity and cash flows for each of the three years in the period ended December 31, [removed: 2024,] [added: 2025,] and the related notes (collectively referred to as the [removed: “financial statements”).][added: "financial statements").]

In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, [removed: 2024] [added: 2025] and [removed: 2023,] [added: 2024,] and the results of its operations and its cash flows for each of the three years in the period ended December 31, [removed: 2024,] [added: 2025,] in conformity with accounting principles generally accepted in the United States of America.

We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the [removed: Company’s] [added: Company's] internal control over financial reporting as of December 31, [removed: 2024,] [added: 2025,] based on criteria established in [removed: Internal] [added: *Internal] Control — Integrated Framework [removed: (2013)] [added: (2013)*] issued by the Committee of Sponsoring Organizations of the Treadway Commission and our report dated [removed: February 27, 2025] [added: March 2, 2026,] expressed an unqualified opinion on the [removed: Company’s] [added: Company's] internal control over financial reporting.

The communication of [added: the] critical audit [removed: matters] [added: matter] does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.

–Performing a retrospective review comparing management’s prior year estimate of IBNR to claims processed in [removed: 2024] [added: 2025] with dates of service in [removed: 2023] [added: 2024] or prior.

| (in millions, except per share data) | | | | | | December 31, [removed: 2024] [added: 2025] | | | | | | December 31, [removed: 2023] [added: 2024] | | |

| Cash and cash equivalents | | | | | | $ | [removed: 25,312] [added: 24,365] | | | | | $ | [removed: 25,427] [added: 25,312] | |

| Short-term investments | | | | | | [removed: 3,801] [added: 3,756] | | | | | | [removed: 4,201] [added: 3,801] | | |

| Accounts receivable, net of allowances of [removed: $985] [added: $1,208] and [removed: $1,000] [added: $985] | | | | | | [removed: 22,365] [added: 23,018] | | | | | | [removed: 21,276] [added: 22,365] | | |

| Other current receivables, net of allowances of [removed: $2,864] [added: $3,763] and [removed: $2,084] [added: $2,864] | | | | | | [removed: 26,089] [added: 29,697] | | | | | | [removed: 17,694] [added: 26,089] | | |

| Prepaid expenses and other current assets | | | | | | [removed: 8,212] [added: 9,746] | | | | | | [removed: 6,084] [added: 8,212] | | |

| Total current assets | | | | | | [removed: 85,779] [added: 90,582] | | | | | | [removed: 78,437] [added: 85,779] | | |

| Long-term investments | | | | | | [removed: 52,354] [added: 54,251] | | | | | | [removed: 47,609] [added: 52,354] | | |

| Property, equipment and capitalized software, net of accumulated depreciation and amortization of [removed: $6,971] [added: $7,546] and [removed: $7,039] [added: $6,971] | | | | | | [removed: 10,553] [added: 10,762] | | | | | | [removed: 11,450] [added: 10,553] | | |

| Goodwill | | | | | | [removed: 106,734] [added: 110,499] | | | | | | [removed: 103,732] [added: 106,734] | | |

| Other intangible assets, net of accumulated amortization of [removed: $8,350] [added: $7,472] and [removed: $7,279] [added: $8,350] | | | | | | [removed: 23,268] [added: 20,474] | | | | | | [removed: 15,194] [added: 23,268] | | |

| Other assets | | | | | | [removed: 19,590] [added: 23,013] | | | | | | [removed: 17,298] [added: 19,590] | | |

| Total assets | | | | | | $ | [removed: 298,278] [added: 309,581] | | | | | $ | [removed: 273,720] [added: 298,278] | |

| Medical costs payable | | | | | | $ | [removed: 34,224] [added: 39,337] | | | | | $ | [removed: 32,395] [added: 34,224] | |

| Accounts payable and accrued liabilities | | | | | | [removed: 34,337] [added: 38,032] | | | | | | [removed: 31,958] [added: 34,337] | | |

| [1](#i34b361ff6a694842a8bcfd246e9d7327_2447)[3](#i34b361ff6a694842a8bcfd246e9d7327_2447)[.](#i34b361ff6a694842a8bcfd246e9d7327_2447) [Business Combinations](#i34b361ff6a694842a8bcfd246e9d7327_2447) | | | [68](#i34b361ff6a694842a8bcfd246e9d7327_2447) | | |

| [14. Dispositions and Held for Sale](#i34b361ff6a694842a8bcfd246e9d7327_193) | | | [68](#i34b361ff6a694842a8bcfd246e9d7327_193) | | |

| [1](#i34b361ff6a694842a8bcfd246e9d7327_196)[5](#i34b361ff6a694842a8bcfd246e9d7327_196)[. Segment Financial Information](#i34b361ff6a694842a8bcfd246e9d7327_196) | | | [70](#i34b361ff6a694842a8bcfd246e9d7327_196) | | |

| March 2, 2026 | | |

| Additional paid-in capital | | | | | | 559 | | | | | | — | | |

See [Notes to the Consolidated Financial Statements](#i34b361ff6a694842a8bcfd246e9d7327_97)

See [Notes to the Consolidated Financial Statements](#i34b361ff6a694842a8bcfd246e9d7327_97)

| Net earnings | | | | | | | | | | | | | | | | | | | | | | | | 12,056 | | | | | | | | | | | | | | | | | | 677 | | | | | | 12,733 | | |

| Other comprehensive income | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 1,148 | | | | | | 178 | | | | | | | | | | | | 1,326 | | |

| Balance at December 31, 2025 | | | | | | 906 | | | | | | $ | 9 | | | | | $ | 559 | | | | | $ | 95,603 | | | | | $ | (1,078) | | | | | $ | (983) | | | | | $ | 5,980 | | | | | $ | 100,090 | |

See [Notes to the Consolidated Financial Statements](#i34b361ff6a694842a8bcfd246e9d7327_97)

| Depreciation and amortization | | | | | | 4,361 | | | | | | 4,099 | | | | | | 3,972 | | |

| Originations and purchases of loans | | | | | | (4,795) | | | | | | (2,477) | | | | | | (1,664) | | |

| Repayments and maturities of loans | | | | | | 1,980 | | | | | | 908 | | | | | | 613 | | |

| Other, net | | | | | | (341) | | | | | | (98) | | | | | | 91 | | |

See [Notes to the Consolidated Financial Statements](#i34b361ff6a694842a8bcfd246e9d7327_97)

All significant intercompany accounts and transactions have been eliminated.

Net Portfolio Divestitures, Restructuring and Other Actions and Direct Response Costs - Cyberattack

*Net Portfolio Divestitures*

In the fourth quarter of 2025, the Company took various actions as a result of a strategic review of the Company’s assets and businesses to operationally advance and scale core businesses and initiatives, including the value-based care business at Optum Health.

These actions primarily include losses on business exits and dispositions and other businesses held for sale and a gain on the deconsolidation of a business.

As a result of the Company’s portfolio actions, the Company recorded a net gain of $568 million, which included a net gain of $1.5 billion at Optum Rx, partially offset by losses of $821 million and $68 million at Optum Health and Optum Insight, respectively.

Gains and losses on portfolio actions were recorded within operating costs on the Consolidated Statements of Operations.

*Restructuring and Other Actions*

Additionally, in the fourth quarter of 2025 the Company took restructuring and other actions that resulted in a total impact of $2.5 billion, which included real estate rationalization and workforce reductions of $746 million, contractual reassessments of $573 million, the establishment a loss contract reserve related to anticipated future losses in 2026 for certain value-based care businesses of $623 million, net valuation losses on equity securities of $329 million and the advance funding of the United Health Foundation of $250 million.

The $2.5 billion impact of the restructuring and other actions was a reduction to premium revenue of $122 million and investment and other income of $397 million, and increased medical costs $623 million and operating costs $1.4 billion on the Consolidated Statements of Operations.

The impacts by reportable segment were $153 million, $1.7 billion, $236 million and $389 million, for UnitedHealthcare, Optum Health, Optum Insight and Optum Rx, respectively.

*Direct Response Costs – Cyberattack*

To support care providers impacted by the Change Healthcare cyberattack that occurred on February 21, 2024, the Company provided interest-free loans.

In the fourth quarter of 2025, the Company increased its reserves for net collection expectations associated with provider loans and other customer balances of $799 million, which are primarily within other assets on the Consolidated Balance Sheets and were recorded within operating costs within the Consolidated Statements of Operations.

These amounts are included within Optum Insight’s results.

CMS updates the model annually and changes to risk weights, or the condition coefficient, by specific diagnoses can impact premium revenue for a member between years.

Optum Rx provides administrative services, including claims processing, formulary design and management, and clinical services, which are recognized as services revenue as the services are provided.

The customers retain the risk of financing health care costs for their employees and employees’ dependents, and the

The Company establishes premium deficiency reserves on its health benefits business and loss contract reserves on its Optum Health value-based care businesses when it is probable that expected future costs, claim adjustment expenses, and maintenance costs will exceed related future premiums, including expected investment income.

For purposes of establishing premium deficiency reserves, contracts are grouped in a manner consistent with the method of acquiring, servicing, and measuring their profitability.

For loss contract reserves, contracts are grouped in a manner consistent with the method of establishing premium rates.

Reserves recognized in the current period will be released in subsequent periods as actual costs are incurred.

Receivables Financing Facility

In 2025, the Company entered into a $3.3 billion 364-day uncommitted receivables financing facility under which certain receivables may be sold to financial institutions.

| [14. Segment Financial Information](#i5df38065a2cf44208c456280ada6b201_199) | | | [65](#i5df38065a2cf44208c456280ada6b201_199) | | |

| February 27, 2025 | | |

| Assets under management | | | | | | — | | | | | | 3,755 | | |

| Balance at January 1, 2022 | | | | | | 941 | | | | | | $ | 10 | | | | | $ | — | | | | | $ | 77,134 | | | | | $ | 423 | | | | | $ | (5,807) | | | | | $ | 3,285 | | | | | $ | 75,045 | |

| Net earnings | | | | | | | | | | | | | | | | | | | | | | | | 20,120 | | | | | | | | | | | | | | | | | | 406 | | | | | | 20,526 | | |

| Other comprehensive (loss) income | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | (3,201) | | | | | | 192 | | | | | | | | | | | | (3,009) | | |

| Other, net | | | | | | (1,667) | | | | | | (960) | | | | | | (793) | | |

CMS deploys a risk adjustment model which apportions premiums paid to all health plans according to health severity and certain demographic factors.

demographics, the introduction of new technologies, benefit plan changes and business mix changes related to products, customers and geography.

Assets Under Management

In July 2024, the Company amended its Medicare Supplement Program with a membership organization (the Medicare Supplement Program).

The amendments provide the Company the right to use a trade name and other intellectual property in marketing efforts for Medicare Supplement offerings.

Amounts previously reported as assets under management are now included within the Company’s Consolidated Balance Sheet based upon their classification.

For periods prior to the amended Medicare Supplement Program, the Company excluded the effects of certain balance sheet amounts in its Consolidated Statements of Cash Flows, while these effects are included for periods after the amendments.

| December 31, 2023 | | | | | | | | | | | | | | | | | | | | | | | | | | |

| Total debt securities | | | | | | $ | 48,054 | | | | | $ | 135 | | | | | $ | (2,698) | | | | | $ | 45,491 | |

| Due in one year or less | | | | | | $ | 3,952 | | | | | $ | 3,932 | | | | | $ | 320 | | | | | $ | 319 | |

| Total debt securities | | | | | | $ | 49,815 | | | | | $ | 46,919 | | | | | $ | 512 | | | | | $ | 508 | |

| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| December 31, 2023 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| U.S. government and agency obligations | | | | | | $ | 1,270 | | | | | $ | (7) | | | | | $ | 2,077 | | | | | $ | (227) | | | | | $ | 3,347 | | | | | $ | (234) | |

| State and municipal obligations | | | | | | 907 | | | | | | (7) | | | | | | 4,063 | | | | | | (315) | | | | | | 4,970 | | | | | | (322) | | |

| Corporate obligations | | | | | | 1,826 | | | | | | (17) | | | | | | 14,696 | | | | | | (1,169) | | | | | | 16,522 | | | | | | (1,186) | | |

| U.S. agency mortgage-backed securities | | | | | | 1,337 | | | | | | (12) | | | | | | 5,069 | | | | | | (696) | | | | | | 6,406 | | | | | | (708) | | |

The assets and liabilities within our South American operations held for sale as of December 31, 2024 were measured at the lower of carrying value or fair value less cost to sell.

| Corporate obligations | | | | | | 15 | | | | | | 21,800 | | | | | | 202 | | | | | | 22,017 | | |

| Equity securities | | | | | | 2,468 | | | | | | 16 | | | | | | 69 | | | | | | 2,553 | | |

| Assets under management | | | | | | 1,505 | | | | | | 2,140 | | | | | | 110 | | | | | | 3,755 | | |

| December 31, 2023 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| Balance at January 1, 2023 | | | | | | $ | 27,395 | | | | | $ | 29,238 | | | | | $ | 17,244 | | | | | $ | 19,475 | | | | | $ | 93,352 | |

| Acquisitions | | | | | | 296 | | | | | | 8,023 | | | | | | 1,802 | | | | | | — | | | | | | 10,121 | | |

| 2025 | | | | | | $ | 1,655 | |

| 2026 | | | | | | 1,503 | | |

| 2027 | | | | | | 1,424 | | |

| 2028 | | | | | | 1,344 | | |

| 2029 | | | | | | 1,211 | | |

| 2023 | | | | | | $ | 242,734 | | | | | $ | 242,156 | |

| Total | | | | | | | | | | | | $ | 507,041 | |

| 2023 | | | | | | $ | (211,380) | | | | | $ | (240,112) | |

In connection with the filing of this Annual Report on Form 10-K, management evaluated, under the supervision and with the participation of our Chief Executive Officer and Chief Financial Officer, the effectiveness of the design and operation of our disclosure controls and procedures as of December 31, [removed: 2024.][added: 2025.]

Based upon their evaluation, our Chief Executive Officer and Chief Financial Officer concluded our disclosure controls and procedures were effective at the reasonable assurance level as of December 31, [removed: 2024.][added: 2025.]

There have been no changes in our internal control over financial reporting during the quarter ended December 31, [removed: 2024] [added: 2025] which have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

Report of Management on Internal Control Over Financial Reporting as of December 31, [removed: 2024][added: 2025]

Management assessed the effectiveness of the Company’s internal control over financial reporting as of December 31, [removed: 2024.][added: 2025.]

Based on our assessment and the COSO criteria, we believe that, as of December 31, [removed: 2024,] [added: 2025,] the Company maintained effective internal control over financial reporting.

The Company’s independent registered public accounting firm has audited the Company’s internal control over financial reporting as of December 31, [removed: 2024,] [added: 2025,] as stated in the [Report of Independent Registered Public Accounting [removed: Firm](#i5df38065a2cf44208c456280ada6b201_217),] [added: Firm](#i34b361ff6a694842a8bcfd246e9d7327_214),] appearing under Item 9A.

We have audited the internal control over financial reporting of UnitedHealth Group Incorporated and subsidiaries (the “Company”) as of December 31, [removed: 2024,] [added: 2025,] based on criteria established in *Internal Control — Integrated Framework (2013)* issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).

In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, [removed: 2024,] [added: 2025,] based on criteria established in *Internal Control — Integrated Framework (2013)* issued by COSO.

We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated financial statements as of and for the year ended December 31, [removed: 2024,] [added: 2025,] of the Company and our report dated [removed: February 27, 2025,] [added: March 2, 2026,] expressed an unqualified opinion on those financial statements.

The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Report of Management on Internal Control Over Financial Reporting as of December 31, [removed: 2024.][added: 2025.]

| March 2, 2026 | | |

| February 27, 2025 | | |

During the quarter ended December 31, [removed: 2024,] [added: 2025,] none of the Company’s directors or officers (as defined in Rule 16a-1(f) under the Exchange Act) adopted or terminated any contract, instruction or written plan for the purchase or sale of Company securities intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) under the Exchange Act or under any non-Rule 10b5-1 trading arrangement.

The following sets forth certain information regarding our directors as of [removed: February 27, 2025,] [added: March 2, 2026,] including their name and principal occupation or employment:

| President National Collegiate Athletic Association | | | | | | [removed: Lead Independent Director UnitedHealth Group President] [added: Chair] and Chief Executive Officer [removed: The Directors’ Council] [added: UnitedHealth Group] | | |

| [removed: Timothy Flynn] [added: Paul Garcia] | | | | | | F. William McNabb III | | |

| Retired Chair [removed: KPMG International] [added: and Chief Executive Officer Global Payments Inc.] | | | | | | [added: Lead Independent Director UnitedHealth Group] Former Chairman and Chief Executive Officer The Vanguard Group, Inc. | | |

| [removed: Paul Garcia] [added: Kristen Gil] | | | | | | Valerie Montgomery Rice, M.D. | | |

| [removed: Retired Chair] [added: Former Vice President] and [removed: Chief Executive] [added: Business Finance] Officer [removed: Global Payments] [added: Alphabet] Inc. | | | | | | President and Chief Executive Officer Morehouse School of Medicine | | |

| [removed: Kristen Gil] [added: Scott Gottlieb, M.D.] | | | | | | John Noseworthy, M.D. | | |

| Former [removed: Vice President] [added: Commissioner U.S. Food] and [removed: Business Finance Officer Alphabet Inc.] [added: Drug Administration] | | | | | | Former Chief Executive Officer and President Mayo Clinic | | |

Pursuant to General Instruction G(3) to Form 10-K and the Instruction to Item 401 of Regulation S-K, information regarding our executive officers is provided in [Part I, Item [removed: 1](#i5df38065a2cf44208c456280ada6b201_13)] [added: 1](#i34b361ff6a694842a8bcfd246e9d7327_13)] under the caption “Information About our Executive Officers.”

For information about how to obtain the Code of Conduct, see [Part I, Item 1, [removed: “Business.”](#i5df38065a2cf44208c456280ada6b201_13)] [added: “Business.”](#i34b361ff6a694842a8bcfd246e9d7327_13)] We intend to satisfy the SEC’s disclosure requirements regarding amendments to, or waivers of, the code of ethics for our senior financial officers by posting such information on our website indicated above.

The remaining information required by Items 401, 405, [removed: 406 and] [added: 406,] 407(c)(3), [removed: (d)(4)] [added: (d)(4), (d)(5),] and [removed: (d)(5)] [added: 408(b)] of Regulation S-K will be included under the headings “Corporate [removed: Governance” and] [added: Governance”,] “Proposal 1-Election of Directors” [added: and “Insider Trading Policy”] in our definitive proxy statement for our [removed: 2025] [added: 2026] Annual Meeting of Shareholders, and such required information is incorporated herein by reference.

| Charles Baker | | | | | | Stephen Hemsley | | |

| Timothy Flynn | | | | | | Michele Hooper | | |

| Retired Chair KPMG International | | | | | | President and Chief Executive Officer The Directors’ Council | | |

| Charles Baker | | | | | | Michele Hooper | | |

| Stephen Hemsley | | | | | | Andrew Witty | | |

| Chair UnitedHealth Group | | | | | | Chief Executive Officer UnitedHealth Group | | |

The information required by Item 408(b) of Regulation S-K will be included under the heading “Insider Trading Policy” in our definitive proxy statement for our 2025 Annual Meeting of Shareholders, and such required information is incorporated herein by reference.

A copy of our insider trading policy is filed as Exhibit 19.1 to this Form 10-K.

The information required by Items 402 and 407(e)(4) and (e)(5) of Regulation S-K will be included under the headings “Executive Compensation,” “Director Compensation,” “Corporate Governance - Risk Oversight” and “Compensation Committee Interlocks and Insider Participation” in our definitive proxy statement for our [removed: 2025] [added: 2026] Annual Meeting of Shareholders, and such required information is incorporated herein by reference.

The following table sets forth certain information as of December 31, [removed: 2024,] [added: 2025,] concerning shares of common stock authorized for issuance under all of our equity compensation plans:

| Equity compensation plans approved by shareholders (1) | | | | | | [removed: 17] [added: 18] | | | | | | $ | [removed: 370] [added: 395] | | | | | [removed: 64] [added: 54] | | | (3) | | |

| Total (2) | | | | | | [removed: 17] [added: 18] | | | | | | $ | [removed: 370] [added: —] | | | | | [removed: 64] [added: 54] | | | | | |

(1)Consists of the UnitedHealth Group Incorporated 2020 Stock Incentive Plan [removed: (the “2020] [added: (2020] Stock Incentive Plan”), as amended, and the UnitedHealth Group 1993 Employee Stock Purchase Plan, as amended [removed: (the “ESPP”).][added: (ESPP).]

(2)Excludes [removed: 60,000] [added: 307,500] shares underlying stock options assumed by us in connection with acquisitions.

These options have a weighted-average exercise price of [removed: $373] [added: $145] and an average remaining term of approximately [removed: 2.4] [added: 3.3] years.

(3)Includes [removed: 16] [added: 15] million shares of common stock available for future issuance under the ESPP as of December 31, [removed: 2024,] [added: 2025,] and [removed: 48] [added: 39] million shares available under the 2020 Stock Incentive Plan as of December 31, [removed: 2024.][added: 2025.]

The information required by Item 403 of Regulation S-K will be included under the heading “Security Ownership of Certain Beneficial Owners and Management” in our definitive proxy statement for our [removed: 2025] [added: 2026] Annual Meeting of Shareholders, and such required information is incorporated herein by reference.

The information required by Items 404 and 407(a) of Regulation S-K will be included under the headings “Certain Relationships and Transactions” and “Corporate Governance” in our definitive proxy statement for our [removed: 2025] [added: 2026] Annual Meeting of Shareholders, and such required information is incorporated herein by reference.

The information required by Item 9(e) of Schedule 14A will be included under the heading “Disclosure of Fees Paid to Independent Registered Public Accounting Firm” in our definitive proxy statement for our [removed: 2025] [added: 2026] Annual Meeting of Shareholders, and such required information is incorporated herein by reference.

- [Reports of Independent Registered Public Accounting [removed: Firm.](#i5df38065a2cf44208c456280ada6b201_79)][added: Firm.](#i34b361ff6a694842a8bcfd246e9d7327_79)]

- [Consolidated Balance Sheets as of December 31, [removed: 202](#i5df38065a2cf44208c456280ada6b201_82)[4](#i5df38065a2cf44208c456280ada6b201_82)] [added: 202](#i34b361ff6a694842a8bcfd246e9d7327_82)[5](#i34b361ff6a694842a8bcfd246e9d7327_82)] [and [removed: 202](#i5df38065a2cf44208c456280ada6b201_82)[3](#i5df38065a2cf44208c456280ada6b201_82)[.](#i5df38065a2cf44208c456280ada6b201_82)][added: 202](#i34b361ff6a694842a8bcfd246e9d7327_82)[4](#i34b361ff6a694842a8bcfd246e9d7327_82)[.](#i34b361ff6a694842a8bcfd246e9d7327_82)]

- [Consolidated Statements of Operations for the years ended December 31, [removed: 202](#i5df38065a2cf44208c456280ada6b201_85)[4](#i5df38065a2cf44208c456280ada6b201_85)[, 202](#i5df38065a2cf44208c456280ada6b201_85)[3](#i5df38065a2cf44208c456280ada6b201_85)[,] [added: 202](#i34b361ff6a694842a8bcfd246e9d7327_85)[5](#i34b361ff6a694842a8bcfd246e9d7327_85)[, 202](#i34b361ff6a694842a8bcfd246e9d7327_85)[4](#i34b361ff6a694842a8bcfd246e9d7327_85)[,] and [removed: 202](#i5df38065a2cf44208c456280ada6b201_85)[2](#i5df38065a2cf44208c456280ada6b201_85)[.](#i5df38065a2cf44208c456280ada6b201_85)][added: 202](#i34b361ff6a694842a8bcfd246e9d7327_85)[3](#i34b361ff6a694842a8bcfd246e9d7327_85)[.](#i34b361ff6a694842a8bcfd246e9d7327_85)]

- [Consolidated Statements of Comprehensive Income for the years ended December 31, [removed: 202](#i5df38065a2cf44208c456280ada6b201_88)[4](#i5df38065a2cf44208c456280ada6b201_88)[, 202](#i5df38065a2cf44208c456280ada6b201_88)[3](#i5df38065a2cf44208c456280ada6b201_88)[,] [added: 202](#i34b361ff6a694842a8bcfd246e9d7327_88)[5](#i34b361ff6a694842a8bcfd246e9d7327_88)[, 202](#i34b361ff6a694842a8bcfd246e9d7327_88)[4](#i34b361ff6a694842a8bcfd246e9d7327_88)[,] and [removed: 202](#i5df38065a2cf44208c456280ada6b201_88)[2](#i5df38065a2cf44208c456280ada6b201_88)[.](#i5df38065a2cf44208c456280ada6b201_88)][added: 202](#i34b361ff6a694842a8bcfd246e9d7327_88)[3](#i34b361ff6a694842a8bcfd246e9d7327_88)[.](#i34b361ff6a694842a8bcfd246e9d7327_88)]

- [Consolidated Statements of Changes in Equity for the years ended December 31, [removed: 202](#i5df38065a2cf44208c456280ada6b201_91)[4](#i5df38065a2cf44208c456280ada6b201_91)[, 202](#i5df38065a2cf44208c456280ada6b201_91)[3](#i5df38065a2cf44208c456280ada6b201_91)[,] [added: 202](#i34b361ff6a694842a8bcfd246e9d7327_91)[5](#i34b361ff6a694842a8bcfd246e9d7327_91)[, 202](#i34b361ff6a694842a8bcfd246e9d7327_91)[4](#i34b361ff6a694842a8bcfd246e9d7327_91)[,] and [removed: 202](#i5df38065a2cf44208c456280ada6b201_91)[2](#i5df38065a2cf44208c456280ada6b201_91)[.](#i5df38065a2cf44208c456280ada6b201_91)][added: 202](#i34b361ff6a694842a8bcfd246e9d7327_91)[3](#i34b361ff6a694842a8bcfd246e9d7327_91)[.](#i34b361ff6a694842a8bcfd246e9d7327_91)]

- [Consolidated Statements of Cash Flows for the years ended December 31, [removed: 202](#i5df38065a2cf44208c456280ada6b201_94)[4](#i5df38065a2cf44208c456280ada6b201_94)[, 202](#i5df38065a2cf44208c456280ada6b201_94)[3](#i5df38065a2cf44208c456280ada6b201_94)[,] [added: 202](#i34b361ff6a694842a8bcfd246e9d7327_94)[5](#i34b361ff6a694842a8bcfd246e9d7327_94)[, 202](#i34b361ff6a694842a8bcfd246e9d7327_94)[4](#i34b361ff6a694842a8bcfd246e9d7327_94)[,] and [removed: 202](#i5df38065a2cf44208c456280ada6b201_94)[2](#i5df38065a2cf44208c456280ada6b201_94)[.](#i5df38065a2cf44208c456280ada6b201_94)][added: 202](#i34b361ff6a694842a8bcfd246e9d7327_94)[3](#i34b361ff6a694842a8bcfd246e9d7327_94)[.](#i34b361ff6a694842a8bcfd246e9d7327_94)]

- [Notes to the Consolidated Financial [removed: Statements.](#i5df38065a2cf44208c456280ada6b201_97)][added: Statements.](#i34b361ff6a694842a8bcfd246e9d7327_97)]

- [Schedule I - Condensed Financial Information of Registrant (Parent Company [removed: Only).](#i5df38065a2cf44208c456280ada6b201_250)][added: Only).](#i34b361ff6a694842a8bcfd246e9d7327_247)]

| [removed: [3.2](https://www.sec.gov/Archives/edgar/data/731766/000073176621000010/bylawsexhibit.htm)] [added: [3.2](https://www.sec.gov/Archives/edgar/data/731766/000073176625000310/exhibit31amendedandrestate.htm)] | | | | | | [Amended and Restated Bylaws of UnitedHealth Group Incorporated, [removed: effective February 23, 2021 (incorporated] [added: effective](https://www.sec.gov/Archives/edgar/data/731766/000073176625000310/exhibit31amendedandrestate.htm) [November 6, 2025](https://www.sec.gov/Archives/edgar/data/731766/000073176625000310/exhibit31amendedandrestate.htm) [](https://www.sec.gov/Archives/edgar/data/731766/000073176625000310/exhibit31amendedandrestate.htm)[(incorporated] by reference to Exhibit [removed: 3.2 to] [added: 3.](https://www.sec.gov/Archives/edgar/data/731766/000073176625000310/exhibit31amendedandrestate.htm)[1](https://www.sec.gov/Archives/edgar/data/731766/000073176625000310/exhibit31amendedandrestate.htm) [to] UnitedHealth Group Incorporated’s Current Report on Form 8-K filed [removed: on February 26, 2021)](https://www.sec.gov/Archives/edgar/data/731766/000073176621000010/bylawsexhibit.htm)] [added: on](https://www.sec.gov/Archives/edgar/data/731766/000073176625000310/exhibit31amendedandrestate.htm) [November 13, 2025](https://www.sec.gov/Archives/edgar/data/731766/000073176625000310/exhibit31amendedandrestate.htm)[)](https://www.sec.gov/Archives/edgar/data/731766/000073176625000310/exhibit31amendedandrestate.htm)] | | |

| [removed: *[10.2](https://www.sec.gov/Archives/edgar/data/731766/000073176624000081/unhex10212312023.htm)] [added: *[10.](https://www.sec.gov/Archives/edgar/data/731766/000073176622000008/unhexhibit1011.htm)[1](https://www.sec.gov/Archives/edgar/data/731766/000073176622000008/unhexhibit1011.htm)[1](https://www.sec.gov/Archives/edgar/data/731766/000073176622000008/unhexhibit1011.htm)] | | | | | | [Form of Agreement for [removed: Restricted] [added: Deferred] Stock Unit Award to [removed: Executives] [added: Non-Employee Directors] under UnitedHealth Group Incorporated’s 2020 Stock Incentive Plan [removed: (2024 Version)] (incorporated by reference to Exhibit [removed: 10.2] [added: 10.11] to UnitedHealth Group Incorporated’s Annual Report on Form 10-K for the year ended December 31, [removed: 2023)](https://www.sec.gov/Archives/edgar/data/731766/000073176624000081/unhex10212312023.htm)] [added: 2021)](https://www.sec.gov/Archives/edgar/data/731766/000073176622000008/unhexhibit1011.htm)] | | |

| [removed: *[10.3](https://www.sec.gov/Archives/edgar/data/731766/000073176624000081/unhex10312312023.htm)] [added: *[10.3](https://www.sec.gov/Archives/edgar/data/731766/000073176626000062/unhex10312312025.htm)] | | | | | | [Form of Agreement for Nonqualified Stock Option Award to Executives under UnitedHealth Group Incorporated’s 2020 Stock Incentive [removed: Plan (2024 Version) (incorporated by reference to Exhibit 10.3 to UnitedHealth Group Incorporated’s Annual Report on Form 10-K for the year ended December 31, 2023)](https://www.sec.gov/Archives/edgar/data/731766/000073176624000081/unhex10312312023.htm)] [added: Plan](https://www.sec.gov/Archives/edgar/data/731766/000073176626000062/unhex10312312025.htm)] | | |

| [removed: *[10.4](https://www.sec.gov/Archives/edgar/data/731766/000073176624000081/unhex10412312023.htm)] [added: *[10.4](https://www.sec.gov/Archives/edgar/data/731766/000073176626000062/unhex10412312025.htm)] | | | | | | [Form of Agreement for Performance-Based Restricted Stock Unit Award to Executives under UnitedHealth Group Incorporated’s 2020 Stock Incentive [removed: Plan (2024 Version) (incorporated by reference to Exhibit 10.4 to UnitedHealth Group Incorporated’s Annual Report on Form 10-K for the year ended December 31, 2023)](https://www.sec.gov/Archives/edgar/data/731766/000073176624000081/unhex10412312023.htm)] [added: Plan](https://www.sec.gov/Archives/edgar/data/731766/000073176626000062/unhex10412312025.htm)] | | |

| [removed: *[10.5](https://www.sec.gov/Archives/edgar/data/731766/000073176624000081/unhex10512312023.htm)] [added: *[10.5](https://www.sec.gov/Archives/edgar/data/731766/000073176626000062/unhex10512312025.htm)] | | | | | | [Form of Agreement for Restricted Stock Unit Award under UnitedHealth Group Incorporated’s 2020 Stock Incentive Plan [removed: (Witty) (2024 Version) (incorporated by reference to Exhibit 10.5 to UnitedHealth Group Incorporated’s Annual Report on Form 10-K for the year ended December 31, 2023)](https://www.sec.gov/Archives/edgar/data/731766/000073176624000081/unhex10512312023.htm)] [added: (Witty)](https://www.sec.gov/Archives/edgar/data/731766/000073176626000062/unhex10512312025.htm)] | | |

| [removed: *[10.6](https://www.sec.gov/Archives/edgar/data/731766/000073176624000081/unhex10612312023.htm)] [added: *[10.6](https://www.sec.gov/Archives/edgar/data/731766/000073176626000062/unhex10612312025.htm)] | | | | | | [Form of Agreement for Nonqualified Stock Option Award under UnitedHealth Group Incorporated’s 2020 Stock Incentive Plan [removed: (Witty) (2024 Version)](https://www.sec.gov/Archives/edgar/data/731766/000073176624000081/unhex10612312023.htm) [](https://www.sec.gov/Archives/edgar/data/731766/000073176624000081/unhex10612312023.htm)[(incorporated by reference to Exhibit 10.6 to UnitedHealth Group Incorporated’s Annual Report on Form 10-K for the year ended December 31, 2023)](https://www.sec.gov/Archives/edgar/data/731766/000073176624000081/unhex10612312023.htm)] [added: (Witty)](https://www.sec.gov/Archives/edgar/data/731766/000073176626000062/unhex10612312025.htm)] | | |

| [removed: *[10.7](https://www.sec.gov/Archives/edgar/data/731766/000073176624000081/unhex10712312023.htm)] [added: *[10.7](https://www.sec.gov/Archives/edgar/data/731766/000073176626000062/unhex10712312025.htm)] | | | | | | [Form of Agreement for Performance-Based Restricted Stock Unit Award under UnitedHealth Group Incorporated’s 2020 Stock Incentive Plan [removed: (Witty) (2024 Version)](https://www.sec.gov/Archives/edgar/data/731766/000073176624000081/unhex10712312023.htm) [(incorporated by reference to Exhibit 10.7 to UnitedHealth Group Incorporated’s Annual Report on Form 10-K for the year ended December 31, 2023)](https://www.sec.gov/Archives/edgar/data/731766/000073176624000081/unhex10712312023.htm)] [added: (Witty)](https://www.sec.gov/Archives/edgar/data/731766/000073176626000062/unhex10712312025.htm)] | | |

| [removed: *[10.8](https://www.sec.gov/Archives/edgar/data/731766/000073176623000008/unhex10212312022.htm)] [added: *[10.2](https://www.sec.gov/Archives/edgar/data/731766/000073176626000062/unhex10212312025.htm)] | | | | | | [Form of Agreement for Restricted Stock Unit Award to Executives under UnitedHealth Group Incorporated’s 2020 Stock Incentive [removed: Plan (2023 Version) (incorporated by reference to Exhibit 10.2 to UnitedHealth Group Incorporated’s Annual Report on Form 10-K for the year ended December 31, 2022)](https://www.sec.gov/Archives/edgar/data/731766/000073176623000008/unhex10212312022.htm)] [added: Plan](https://www.sec.gov/Archives/edgar/data/731766/000073176626000062/unhex10212312025.htm)] | | |

| [removed: *[10.9](https://www.sec.gov/Archives/edgar/data/731766/000073176623000008/unhex10312312022.htm)] [added: *[10.1](https://www.sec.gov/Archives/edgar/data/731766/000073176623000008/unhex103012312022.htm)[9](https://www.sec.gov/Archives/edgar/data/731766/000073176623000008/unhex103012312022.htm)] | | | | | | [removed: [Form of Agreement for Nonqualified Stock Option Award to Executives under UnitedHealth] [added: [UnitedHealth] Group [removed: Incorporated’s 2020 Stock Incentive] [added: Directors’ Compensation Deferral] Plan (2023 [removed: Version)] [added: Statement)] (incorporated by reference to Exhibit [removed: 10.3] [added: 10.30] to UnitedHealth Group Incorporated’s Annual Report on Form 10-K for the year ended December 31, [removed: 2022)](https://www.sec.gov/Archives/edgar/data/731766/000073176623000008/unhex10312312022.htm)] [added: 2022)](https://www.sec.gov/Archives/edgar/data/731766/000073176623000008/unhex103012312022.htm)] | | |

| [removed: *[10.10](https://www.sec.gov/Archives/edgar/data/731766/000073176623000008/unhex104123122.htm)] [added: *[10.](https://www.sec.gov/Archives/edgar/data/731766/000073176619000005/unhex10112312018.htm)[10](https://www.sec.gov/Archives/edgar/data/731766/000073176619000005/unhex10112312018.htm)] | | | | | | [removed: [Form of Agreement for Performance-Based Restricted Stock Unit Award to Executives under UnitedHealth] [added: [UnitedHealth] Group [removed: Incorporated’s 2020] [added: Incorporated 2011] Stock Incentive [removed: Plan (2023 Version)] [added: Plan, as amended and restated in 2018] (incorporated by reference to Exhibit [removed: 10.4] [added: 10.1] to UnitedHealth Group Incorporated’s Annual Report on Form 10-K for the year ended December 31, [removed: 2022)](https://www.sec.gov/Archives/edgar/data/731766/000073176623000008/unhex104123122.htm)] [added: 2018)](https://www.sec.gov/Archives/edgar/data/731766/000073176619000005/unhex10112312018.htm)] | | |

| [removed: *[10.11](https://www.sec.gov/Archives/edgar/data/731766/000073176623000008/unhex10512312022.htm)] [added: *[10.](https://www.sec.gov/Archives/edgar/data/731766/000073176624000081/unhex10312312023.htm)[1](https://www.sec.gov/Archives/edgar/data/731766/000073176624000081/unhex10312312023.htm)[3](https://www.sec.gov/Archives/edgar/data/731766/000073176624000081/unhex10312312023.htm)] | | | | | | [removed: [Form of Agreement for Restricted Stock Unit Award under] [added: [Amended and Restated] UnitedHealth Group [removed: Incorporated’s 2020 Stock] [added: Incorporated 2008 Executive] Incentive [removed: Plan (Witty) (2023 Version)] [added: Plan, effective as of December 31, 2023] (incorporated by reference to [removed: Exhibit 10.5] [added: exhibit 10.30] to UnitedHealth Group Incorporated’s Annual Report on Form 10-K for the year ended December 31, [removed: 2022)](https://www.sec.gov/Archives/edgar/data/731766/000073176623000008/unhex10512312022.htm)] [added: 2023)](https://www.sec.gov/Archives/edgar/data/731766/000073176624000081/unhex10312312023.htm)] | | |

| [removed: *[10.12](https://www.sec.gov/Archives/edgar/data/731766/000073176623000008/unhex10612312022.htm)] [added: *[10.8](https://www.sec.gov/Archives/edgar/data/731766/000073176626000062/unhex10812312025.htm)] | | | | | | [Form of Agreement for Nonqualified Stock Option [removed: Award under] [added: Award](https://www.sec.gov/Archives/edgar/data/731766/000073176626000062/unhex10812312025.htm) [under] UnitedHealth Group Incorporated’s 2020 Stock Incentive Plan [removed: (Witty) (2023 Version) (incorporated by reference to Exhibit 10.6 to UnitedHealth Group Incorporated’s Annual Report on Form 10-K for the year ended December 31, 2022)](https://www.sec.gov/Archives/edgar/data/731766/000073176623000008/unhex10612312022.htm)] [added: (Hemsley)](https://www.sec.gov/Archives/edgar/data/731766/000073176626000062/unhex10812312025.htm)] | | |

| [removed: *[10.13](https://www.sec.gov/Archives/edgar/data/731766/000073176623000008/unhex10712312022.htm)] [added: *[10.](https://www.sec.gov/Archives/edgar/data/731766/000073176624000081/unhex103112312023.htm)[1](https://www.sec.gov/Archives/edgar/data/731766/000073176624000081/unhex103112312023.htm)[4](https://www.sec.gov/Archives/edgar/data/731766/000073176624000081/unhex103112312023.htm)] | | | | | | [removed: [Form of Agreement for Performance-Based Restricted Stock Unit Award under UnitedHealth] [added: [UnitedHealth] Group [removed: Incorporated’s 2020 Stock Incentive] [added: Executive Savings] Plan [removed: (Witty) (2023 Version)] [added: (2024 Statement)] (incorporated by reference to Exhibit [removed: 10.7] [added: 10.31] to UnitedHealth Group Incorporated’s Annual Report on Form 10-K for the year ended December 31, [removed: 2022)](https://www.sec.gov/Archives/edgar/data/731766/000073176623000008/unhex10712312022.htm)] [added: 2023)](https://www.sec.gov/Archives/edgar/data/731766/000073176624000081/unhex103112312023.htm)] | | |

| [removed: *[10.14](https://www.sec.gov/Archives/edgar/data/731766/000073176622000008/unhex10212312021.htm)] [added: *[10.1](https://www.sec.gov/Archives/edgar/data/731766/000073176623000008/unhex102812312022.htm)[7](https://www.sec.gov/Archives/edgar/data/731766/000073176623000008/unhex102812312022.htm)] | | | | | | [removed: [Form] [added: [Executive Long-Term Disability Program, dated as] of [removed: Agreement for Restricted Stock Unit Award to Executives under UnitedHealth Group Incorporated’s 2020 Stock Incentive Plan] [added: January 1, 2021] (incorporated by reference to Exhibit [removed: 10.2] [added: 10.28] to UnitedHealth Group Incorporated’s Annual Report on Form 10-K for the year ended December 31, [removed: 2021)](https://www.sec.gov/Archives/edgar/data/731766/000073176622000008/unhex10212312021.htm)] [added: 2022)](https://www.sec.gov/Archives/edgar/data/731766/000073176623000008/unhex102812312022.htm)] | | |

| [removed: *[10.15](https://www.sec.gov/Archives/edgar/data/731766/000073176622000008/unhex10312312021.htm)] [added: *[10.9](https://www.sec.gov/Archives/edgar/data/731766/000073176626000062/unhex10912312025.htm)] | | | | | | [removed: [Form of Agreement] [added: [Amend](https://www.sec.gov/Archives/edgar/data/731766/000073176626000062/unhex10912312025.htm)[ment to](https://www.sec.gov/Archives/edgar/data/731766/000073176626000062/unhex10912312025.htm) [Agreement] for Nonqualified Stock Option [removed: Award to Executives under] [added: Award](https://www.sec.gov/Archives/edgar/data/731766/000073176626000062/unhex10912312025.htm) [under] UnitedHealth Group Incorporated’s 2020 Stock Incentive Plan [removed: (incorporated by reference to Exhibit 10.3 to UnitedHealth Group Incorporated’s Annual Report on Form 10-K for the year ended December 31, 2021)](https://www.sec.gov/Archives/edgar/data/731766/000073176622000008/unhex10312312021.htm)] [added: (Hemsley)](https://www.sec.gov/Archives/edgar/data/731766/000073176626000062/unhex10912312025.htm)] | | |

| [removed: *[10.20](https://www.sec.gov/Archives/edgar/data/731766/000073176619000005/unhex10112312018.htm)] [added: *[10.](https://www.sec.gov/Archives/edgar/data/731766/000073176616000081/unhex1016302016.htm)[20](https://www.sec.gov/Archives/edgar/data/731766/000073176616000081/unhex1016302016.htm)] | | | | | | [removed: [UnitedHealth Group Incorporated 2011 Stock Incentive Plan,] [added: [Amended and Restated Employment Agreement, effective] as [removed: amended] [added: of June 7, 2016, between United HealthCare Services, Inc.] and [removed: restated in 2018] [added: John Rex] (incorporated by reference to Exhibit 10.1 to UnitedHealth Group Incorporated’s [removed: Annual] [added: Quarterly] Report on Form [removed: 10-K] [added: 10-Q] for the [removed: year] [added: quarter] ended [removed: December 31, 2018)](https://www.sec.gov/Archives/edgar/data/731766/000073176619000005/unhex10112312018.htm)] [added: June 30, 2016)](https://www.sec.gov/Archives/edgar/data/731766/000073176616000081/unhex1016302016.htm)] | | |

| [removed: *[10.24](https://www.sec.gov/Archives/edgar/data/731766/000119312511153414/dex106.htm)] [added: *[10.](https://www.sec.gov/Archives/edgar/data/731766/000073176615000028/exhibit101.htm)[1](https://www.sec.gov/Archives/edgar/data/731766/000073176615000028/exhibit101.htm)[2](https://www.sec.gov/Archives/edgar/data/731766/000073176615000028/exhibit101.htm)] | | | | | | [Form of [added: Indemnification] Agreement [removed: for Deferred Stock Unit Award to Non-Employee Directors under UnitedHealth Group Incorporated’s 2011 Stock Incentive Plan] (incorporated by reference to Exhibit [removed: 10.6] [added: 10.1] to UnitedHealth Group Incorporated’s Current Report on Form 8-K filed on [removed: May 27, 2011)](https://www.sec.gov/Archives/edgar/data/731766/000119312511153414/dex106.htm)] [added: July 1, 2015)](https://www.sec.gov/Archives/edgar/data/731766/000073176615000028/exhibit101.htm)] | | |

| [removed: *[10.26](https://www.sec.gov/Archives/edgar/data/731766/000073176615000028/exhibit101.htm)] [added: *[10.](https://www.sec.gov/Archives/edgar/data/731766/000073176625000232/exhibit101employmentagreem.htm)[2](https://www.sec.gov/Archives/edgar/data/731766/000073176625000232/exhibit101employmentagreem.htm)[3](https://www.sec.gov/Archives/edgar/data/731766/000073176625000232/exhibit101employmentagreem.htm)] | | | | | | [removed: [Form] [added: [Employment Agreement, effective as] of [removed: Indemnification Agreement] [added: September 2, 2025, between United HealthCare Services, Inc. and Wayne DeVeydt] (incorporated by reference to Exhibit 10.1 to UnitedHealth Group Incorporated’s Current Report on Form 8-K filed on July [removed: 1, 2015)](https://www.sec.gov/Archives/edgar/data/731766/000073176615000028/exhibit101.htm)] [added: 31, 2025)](https://www.sec.gov/Archives/edgar/data/731766/000073176625000232/exhibit101employmentagreem.htm)] | | |

| [removed: *[10.28](https://www.sec.gov/Archives/edgar/data/731766/000073176624000081/unhex103112312023.htm)] [added: [19.1](https://www.sec.gov/Archives/edgar/data/731766/000073176625000063/unhex19112312024.htm)] | | | | | | [removed: [UnitedHealth Group Executive Savings Plan (2024 Statement) (incorporated] [added: [Insider Trading Policy](https://www.sec.gov/Archives/edgar/data/731766/000073176625000063/unhex19112312024.htm) [](https://www.sec.gov/Archives/edgar/data/731766/000073176625000063/unhex19112312024.htm)[(incorporated] by reference to Exhibit [removed: 10.31] [added: 19.1] to [removed: UnitedHealth] [added: U](https://www.sec.gov/Archives/edgar/data/731766/000073176625000063/unhex19112312024.htm)[nitedHealth] Group [removed: Incorporated’s] [added: Incorporated](https://www.sec.gov/Archives/edgar/data/731766/000073176625000063/unhex19112312024.htm)[’](https://www.sec.gov/Archives/edgar/data/731766/000073176625000063/unhex19112312024.htm)[s] Annual Report on [removed: Form] [added: F](https://www.sec.gov/Archives/edgar/data/731766/000073176625000063/unhex19112312024.htm)[orm] 10-K for the year ended [removed: December] [added: Dec](https://www.sec.gov/Archives/edgar/data/731766/000073176625000063/unhex19112312024.htm)[ember] 31, [removed: 2023)](https://www.sec.gov/Archives/edgar/data/731766/000073176624000081/unhex103112312023.htm)] [added: 2024)](https://www.sec.gov/Archives/edgar/data/731766/000073176625000063/unhex19112312024.htm)] | | |

| [removed: *[10.42](https://www.sec.gov/Archives/edgar/data/731766/000073176616000081/unhex1016302016.htm)] [added: *[10.](https://www.sec.gov/Archives/edgar/data/731766/000073176625000236/ex101unh2025630.htm)[2](https://www.sec.gov/Archives/edgar/data/731766/000073176625000236/ex101unh2025630.htm)[2](https://www.sec.gov/Archives/edgar/data/731766/000073176625000236/ex101unh2025630.htm)] | | | | | | [removed: [Amended and Restated Employment] [added: [Employment] Agreement, effective as of [removed: June 7, 2016,] [added: May 12, 2025,] between United HealthCare Services, Inc. and [removed: John Rex] [added: Stephen Hemsley] (incorporated by reference to Exhibit 10.1 to UnitedHealth Group Incorporated’s Quarterly Report on Form 10-Q [removed: for the quarter ended June 30, 2016)](https://www.sec.gov/Archives/edgar/data/731766/000073176616000081/unhex1016302016.htm)] [added: filed on August 11, 2025)](https://www.sec.gov/Archives/edgar/data/731766/000073176625000236/ex101unh2025630.htm)] | | |

| [removed: *[10.43](https://www.sec.gov/Archives/edgar/data/731766/000073176621000004/exhibit502.htm)] [added: *[10.](https://www.sec.gov/Archives/edgar/data/731766/000073176621000004/exhibit502.htm)[2](https://www.sec.gov/Archives/edgar/data/731766/000073176621000004/exhibit502.htm)[1](https://www.sec.gov/Archives/edgar/data/731766/000073176621000004/exhibit502.htm)] | | | | | | [Amended and Restated Employment Agreement, dated February 3, 2021, between the Company and Andrew P Witty (incorporated by reference to Exhibit 5.02 to UnitedHealth Group Incorporated’s Current Report on Form 8-K filed on February 8, 2021)](https://www.sec.gov/Archives/edgar/data/731766/000073176621000004/exhibit502.htm) | | |

| [removed: *[10.44](https://www.sec.gov/Archives/edgar/data/731766/000073176622000008/unhexhibit1038.htm)] [added: *[10.](https://www.sec.gov/Archives/edgar/data/731766/000073176625000063/unhex104512312024.htm)[2](https://www.sec.gov/Archives/edgar/data/731766/000073176625000063/unhex104512312024.htm)[7](https://www.sec.gov/Archives/edgar/data/731766/000073176625000063/unhex104512312024.htm)] | | | | | | [Amended and Restated Employment Agreement, effective as of [removed: February 12, 2018,] [added: April 1, 2024,] between United HealthCare Services, Inc. and [removed: Brian R. Thompson (incorporated] [added: Heather Cianfrocco](https://www.sec.gov/Archives/edgar/data/731766/000073176625000063/unhex104512312024.htm) [](https://www.sec.gov/Archives/edgar/data/731766/000073176625000063/unhex104512312024.htm)[(](https://www.sec.gov/Archives/edgar/data/731766/000073176625000063/unhex104512312024.htm)[incorporated] by reference to Exhibit [removed: 10.38 to] [added: 10.4](https://www.sec.gov/Archives/edgar/data/731766/000073176625000063/unhex104512312024.htm)[5](https://www.sec.gov/Archives/edgar/data/731766/000073176625000063/unhex104512312024.htm) [to] UnitedHealth Group Incorporated’s Annual Report on Form 10-K [removed: for the year ended December 31, 2021)](https://www.sec.gov/Archives/edgar/data/731766/000073176622000008/unhexhibit1038.htm)] [added: filed on February 27, 2025)](https://www.sec.gov/Archives/edgar/data/731766/000073176625000063/unhex104512312024.htm)] | | |

| [removed: *[10.45](https://www.sec.gov/Archives/edgar/data/731766/000073176625000063/unhex104512312024.htm)] [added: *[10.2](https://www.sec.gov/Archives/edgar/data/731766/000073176626000062/unhex102412312025.htm)[4](https://www.sec.gov/Archives/edgar/data/731766/000073176626000062/unhex102412312025.htm)] | | | | | | [Amended and Restated Employment Agreement, effective as of [removed: April 1, 2024,] [added: May 6, 2025,] between United HealthCare Services, Inc. and [removed: Heather Cianfrocco](https://www.sec.gov/Archives/edgar/data/731766/000073176625000063/unhex104512312024.htm)] [added: Patrick Conway](https://www.sec.gov/Archives/edgar/data/731766/000073176626000062/unhex102412312025.htm)] | | |

| [removed: *[10.46](https://www.sec.gov/Archives/edgar/data/731766/000073176625000063/unhex104612312024.htm)] [added: *[10.2](https://www.sec.gov/Archives/edgar/data/731766/000073176626000062/unhex102612312025.htm)[6](https://www.sec.gov/Archives/edgar/data/731766/000073176626000062/unhex102612312025.htm)] | | | | | | [removed: [Employment] [added: [Amendment to Employment] Agreement, effective as of January [removed: 9, 2017,] [added: 22, 2025,] between United HealthCare Services, Inc. and [removed: Erin McSweeney](https://www.sec.gov/Archives/edgar/data/731766/000073176625000063/unhex104612312024.htm)] [added: Timothy Noel](https://www.sec.gov/Archives/edgar/data/731766/000073176626000062/unhex102612312025.htm)] | | |

| [removed: *[10.47](https://www.sec.gov/Archives/edgar/data/731766/000073176625000063/unhex104712312024.htm)] [added: *[10.2](https://www.sec.gov/Archives/edgar/data/731766/000073176626000062/unhex102512312025.htm)[5](https://www.sec.gov/Archives/edgar/data/731766/000073176626000062/unhex102512312025.htm)] | | | | | | [removed: [Amendment to Employment] [added: [Employment] Agreement, effective as of [removed: March 1, 2021,] [added: February 23, 2014,] between United HealthCare Services, Inc. and [removed: Erin McSweeney](https://www.sec.gov/Archives/edgar/data/731766/000073176625000063/unhex104712312024.htm)] [added: Timothy Noel](https://www.sec.gov/Archives/edgar/data/731766/000073176626000062/unhex102512312025.htm)] | | |