DEF 14A of Unitedhealth Group Inc, Apr 21, 2026

DEF 14A of Unitedhealth Group Inc

Filed Apr 21, 2026 · FY20250001104659-26-046125

Open on EDGAR

  1. Board Refreshment Has Enhanced Skills and Expertise

    Board Refreshment Has Enhanced Skills and Expertise

  2. Board Refreshment Has Enhanced Skills and Expertise

    | Health Care Industry | Large Complex Organizations | Technology / Business Processes | | 2 | 4 | 4 | | Number of new independent directors with this expertise | Number of new independent directors with this expertise | Number of new independent directors with this expertise | | Government & Regulatory | Capital Markets | Finance | | 2 | 3 | 4 | | Number of new independent directors with this expertise | Number of new independent directors with this expertise | Number of new independent directors with this expertise |

  3. Board Refreshment Has Enhanced Skills and Expertise

    Corporate Governance Highlights

  4. Board Refreshment Has Enhanced Skills and Expertise

    | Governance Principle | Governance Practice | | Accountability to Shareholders | Single class of stock with one vote per share | | | Annual elections for all directors | | | Majority voting standard for uncontested elections of directors | | | Shareholders can call special meetings and act by written consent | | | Proxy access for shareholders | | | No supermajority vote requirements | | | No shareholder rights plan (“poison pill”) | | Independent Oversight | All directors except the CEO are independent | | | Lead Independent Director with clearly defined and robust duties and responsibilities | | | Executive sessions at all quarterly Board and Committee meetings | | | All standing Board Committees comprised solely of independent directors | | Effective Board Practices & Policies | Rigorous annual review of desired skills and attributes of directors/nominees | | | Annual written Board and Committee evaluations supplemented by interviews by an independent consultant every third year | | | Director orientation and continuing education | | | Limits on board member service on other public company boards | | Risk Mitigation & Alignment of Interests | Robust share ownership guidelines for directors and executives | | | Clawback policy enables recoupment of cash and stock-based incentives | | | Comprehensive Code of Business Conduct and Principles of Governance | | | Requirement to disclose any potential conflict of interest related to health care transactions or activities, including the acquisition of a material financial interest in the health care industry | | | Related-Person Transactions Approval Policy and Insider Trading Policy |

  5. Board Refreshment Has Enhanced Skills and Expertise

    | Board of Directors | Corporate Governance | Executive Compensation | Audit | Annual Meeting | Other Information |

  6. Board Refreshment Has Enhanced Skills and Expertise

    Board of Directors

  7. Board Refreshment Has Enhanced Skills and Expertise

    | PROPOSAL 1: Election of Directors |

  8. Board Refreshment Has Enhanced Skills and Expertise

    Our Board of Directors has nominated nine people for election at the 2026 Annual Meeting to serve as directors until the next annual meeting and the election of their successors. All nominees are currently directors and have agreed to be named in this proxy statement and serve if elected. After many years of exceptional service to the Board, Michele Hooper is not standing for election this year. In accordance with our Principles of Governance, each nominee has also tendered an irrevocable offer to resign as a director, which would become effective if the director fails to receive a majority vote for election at the Annual Meeting and if our Board accepts the director’s offer to resign. Please see the “Corporate Governance” section of this proxy statement for additional details on this policy. All nominees are expected to attend the 2026 Annual Meeting. All nine then-current directors attended the 2025 Annual Meeting. We ask for your vote for each nominee at our 2026 Annual Meeting. 2026 Director Nominees The following is a brief biographical description of each director nominee. A “Skills Matrix” listing the areas of expertise held by each director and which, in part, led the Board to conclude each respective director should continue to serve as a member of the Board, is included on page 15.

  9. Board Refreshment Has Enhanced Skills and Expertise

    | | The Board of Directors recommends you vote FOR the election of each nominee. Executed proxies will be voted FOR the election of each nominee unless you specify otherwise. |

  10. Board Refreshment Has Enhanced Skills and Expertise

    | Director | Age | Background | Director Since | | Charles Baker | 69 | President, National Collegiate Athletic Association | 2023 | | Timothy Flynn | 69 | Former Chair, KPMG International | 2017 | | Paul Garcia | 73 | Retired Chair and CEO, Global Payments, Inc. | 2021 | | Kristen Gil | 54 | Former Vice President and Business Finance Officer, Alphabet, Inc. | 2022 | | Scott Gottlieb, M.D. | 53 | Former Commissioner of the Food and Drug Administration | 2025 | | Stephen Hemsley | 73 | Chair and CEO, UnitedHealth Group | 2000 | | F. William McNabb III | 68 | Former Chairman and CEO, The Vanguard Group, Inc. | 2018 | | Valerie Montgomery Rice, M.D. | 64 | President and CEO, Morehouse School of Medicine | 2017 | | John Noseworthy, M.D. | 74 | Former CEO and President, Mayo Clinic | 2019 |

  11. Board Refreshment Has Enhanced Skills and Expertise

    | Board of Directors | Corporate Governance | Executive Compensation | Audit | Annual Meeting | Other Information |

  12. Board Refreshment Has Enhanced Skills and Expertise

    | Charles Baker | | | | | Director Since: 2023 | Age: 69 | Committees: Audit and Finance Governance (Chair) Public Responsibility | Other Public Directorships: None | | Expertise Provided to the Board: Charles Baker has extensive public sector and health care leadership experience stemming from serving as Governor of the Commonwealth of Massachusetts and CEO of Harvard Pilgrim Health Care. This experience, combined with a deep understanding of financial management and health policy, gives the Board a broad perspective that delivers effective oversight of our corporate strategy, health care policy and large-scale operations. | | | | | Career Highlights: – 2023 to Current: President of the National Collegiate Athletic Association – 2015 to 2023: Governor of the Commonwealth of Massachusetts – 2011 to 2014: Executive in Residence, General Catalyst Partners – 1999 to 2009: CEO of Harvard Pilgrim Health Care | | | |

  13. Board Refreshment Has Enhanced Skills and Expertise

    | Skills and Qualifications: | | | | | | | | | | Capital Markets | Corporate Governance | Digital Communication | Finance | | | | | | | Government & Regulatory | Health Care Industry | Large Complex Organizations | Technology / Business Processes |

  14. Board Refreshment Has Enhanced Skills and Expertise

    | Board of Directors | Corporate Governance | Executive Compensation | Audit | Annual Meeting | Other Information |

  15. Board Refreshment Has Enhanced Skills and Expertise

    | Timothy Flynn | | | | | Director Since: 2017 | Age: 69 | Committees: Audit and Finance (Chair) Governance Public Responsibility | Other Public Directorships: Walmart Inc. | | Expertise Provided to the Board: Timothy Flynn has expertise in financial reporting, audit and enterprise risk management, as well as years of work with large, complex public companies. With a career spanning over four decades, including as Chairman of KPMG International and CEO of KPMG LLP, Mr. Flynn has proven experience navigating complex, multinational business environments and leading critical audit and advisory functions. This background, coupled with his directorship experience at major public companies including JP Morgan, enhances the Board’s oversight of financial strategy, enterprise risk and corporate governance. | | | | | Career Highlights: – 1979 to 2011: Served in numerous roles with increasing responsibility at KPMG, including: ◦ Chairman (KPMG International) from 2007 to 2011 ◦ CEO (KPMG LLP) from 2005 to 2008 ◦ Global Managing Partner, Audit, from 2001 to 2005 ◦ Global Managing Partner, Human Resources, from 1998 to 2000 | | | |

  16. Board Refreshment Has Enhanced Skills and Expertise

    | Skills and Qualifications: | | | | | | | | | | Capital Markets | Corporate Governance | Direct Consumer Markets | Finance | | | | | | | Government & Regulatory | Large Complex Organizations | Technology / Business Processes | |

  17. Board Refreshment Has Enhanced Skills and Expertise

    | Paul Garcia | | | | | Director Since: 2021 | Age: 73 | Committees: Compensation and Human Resources (Chair) Public Responsibility | Other Public Directorships: Deluxe Corp. Repay Holdings Corp. | | Expertise Provided to the Board: Paul Garcia brings to the Board significant executive leadership and technological expertise, cultivated during his career in the electronic payment processing industry. As the former Chairman and Chief Executive Officer of Global Payments Inc. and former President and CEO of NaBanco, Mr. Garcia possesses significant experience at large, complex corporations with high transaction volumes. His executive acumen, enriched by his directorship at major financial and data-driven public companies, strengthens the Board’s oversight of technology strategy, operations and corporate governance. | | | | | Career Highlights: – 1999 to 2014: Chairman and CEO of Global Payments Inc. – 1982 to 1995: President & CEO of NaBanco | | | |

  18. Board Refreshment Has Enhanced Skills and Expertise

    | Skills and Qualifications: | | | | | | | | | | | | | | Capital Markets | Corporate Governance | Direct Consumer Markets | Finance | Large Complex Organizations | Technology / Business Processes |

  19. Board Refreshment Has Enhanced Skills and Expertise

    | Board of Directors | Corporate Governance | Executive Compensation | Audit | Annual Meeting | Other Information |

  20. Board Refreshment Has Enhanced Skills and Expertise

    | Kristen Gil | | | | | Director Since: 2022 | Age: 54 | Committees: Audit and Finance | Other Public Directorships: None | | Expertise Provided to the Board: Kristen Gil has extensive strategic, operational and financial leadership experience developed during her tenure at Alphabet Inc. As the former Vice President and Business Finance Officer at Google, Ms. Gil directed financial strategy and business operations across critical innovation sectors, including Google’s Research and Health segment. Ms. Gil’s financial and strategic expertise in rapidly evolving sectors is further bolstered by her roles at Marketron International and McKinsey & Company and strengthens the Board’s oversight of finance and corporate strategy. Her directorship experience at Proofpoint, Inc. enhances the Board’s cybersecurity and public company expertise. | | | | | Career Highlights: – 2007 to 2024: Served in numerous roles with increasing responsibility at Alphabet, Inc., including: ◦ Vice President, Business Finance Officer from 2018 to 2023 ◦ Roles within business operations, strategy and finance for Google Search, Maps, Research & AI and Sustainability – 2000 to 2007: General Manager at Marketron International – 1997 to 1999: Management Consultant at McKinsey & Company | | | |

  21. Board Refreshment Has Enhanced Skills and Expertise

    | Skills and Qualifications: | | | | | | | | | | | | Digital Communication | Direct Consumer Markets | Finance | Large Complex Organizations | Technology / Business Processes |

  22. Board Refreshment Has Enhanced Skills and Expertise

    | Board of Directors | Corporate Governance | Executive Compensation | Audit | Annual Meeting | Other Information |

  23. Board Refreshment Has Enhanced Skills and Expertise

    | Scott Gottlieb, M.D. | | | | | Director Since: 2025 | Age: 53 | Committees: Health and Clinical Practice Policies Public Responsibility | Other Public Directorships: Pfizer, Inc. Tempus AI, Inc. Illumina, Inc. | | Expertise Provided to the Board: Dr. Scott Gottlieb has extensive clinical, regulatory and health care expertise, drawn from his distinguished career in public service and the private sector. As the 23rd Commissioner of the U.S. Food and Drug Administration, and current Senior Fellow at the American Enterprise Institute, Dr. Gottlieb possesses a unique understanding of national health care policy, patient care and complex regulatory environments. Dr. Gottlieb’s public service, coupled with venture capital experience at New Enterprise Associates, strengthens the Board’s oversight of health care innovation, corporate strategy and the complex regulatory environment. | | | | | Career Highlights: – 2019 to Current: Senior Fellow at the American Enterprise Institute – 2019 to Current: Special Partner at New Enterprise Associates – 2003 to 2019: Served in numerous roles with increasing responsibility at the U.S. Food & Drug Administration, including: ◦ 2017 to 2019: Commissioner ◦ 2005 to 2007: Deputy Commissioner for Medical and Scientific Affairs ◦ 2004: Director of Medical Policy Development ◦ 2003 to 2004: Senior Advisor to the Commissioner for Medical Technology | | | |

  24. Board Refreshment Has Enhanced Skills and Expertise

    | Skills and Qualifications: | | | | | | | | | | | | Capital Markets | Clinical Practice | Corporate Governance | Digital Communication | Finance | | | | | | | | Government & Regulatory | Health Care Industry | Large Complex Organizations | Technology / Business Processes | |

  25. Board Refreshment Has Enhanced Skills and Expertise

    | Board of Directors | Corporate Governance | Executive Compensation | Audit | Annual Meeting | Other Information |

  26. Board Refreshment Has Enhanced Skills and Expertise

    | Stephen Hemsley | | | | | Director Since: 2000 | Age: 73 | Committees: None | Other Public Directorships: None | | Expertise Provided to the Board: Stephen Hemsley brings to the Board vast company and health care institutional knowledge, accomplishments and strategic vision, forged over his nearly three decades of leadership at UnitedHealth Group. Mr. Hemsley possesses an unparalleled understanding of our complex enterprise and its culture and the broader health care and social sectors. This, combined with his foundational financial expertise as a former Managing Partner and CFO at Arthur Andersen, ensures the Board benefits from highly informed oversight of corporate strategy and enterprise-wide execution. | | | | | Career Highlights: – 1997 to Current: UnitedHealth Group Incorporated ◦ 2025 to Current: Chair and CEO ◦ 2019 to 2025: Non-Executive Chair ◦ 2017 to 2019: Executive Chair ◦ 2006 to 2017: CEO ◦ 1999 to 2014: President ◦ 1997 to 2006: COO – 1974 to 1997: Managing Partner and CFO at Arthur Andersen | | | |

  27. Board Refreshment Has Enhanced Skills and Expertise

    | Skills and Qualifications: | | | | | | | | | | Capital Markets | Corporate Governance | Finance | Government & Regulatory | | | | | | | Health Care Industry | Large Complex Organizations | Technology / Business Processes | |

  28. Board Refreshment Has Enhanced Skills and Expertise

    | Board of Directors | Corporate Governance | Executive Compensation | Audit | Annual Meeting | Other Information |

  29. Board Refreshment Has Enhanced Skills and Expertise

    | F. William McNabb III (Lead Independent Director) | | | | | Director Since: 2018 | Age: 68 | Committees: Compensation and Human Resources | Other Public Directorships: International Business Machines Corp. | | Expertise Provided to the Board: F. William McNabb III brings to the Board extensive global financial expertise, highlighted by his more than three-decade career, including as Chairman and CEO of The Vanguard Group, Inc. Having led one of the world’s largest investment management companies, Mr. McNabb possesses a unique, shareholder-centric understanding of financial markets, enterprise risk management and the operational dynamics of scaling a complex, global organization. This perspective significantly enhances the Board’s oversight of our financial reporting, capital allocation, corporate accountability and strategic risk. | | | | | Career Highlights: – 1986 to 2018: Served in numerous roles with increasing responsibility at The Vanguard Group, including: ◦ 2008 to 2017: CEO (Chairman from 2008 to 2018) ◦ 1986 to 2008: Various roles including Principal, Managing Director and President | | | |

  30. Board Refreshment Has Enhanced Skills and Expertise

    | Skills and Qualifications: | | | | | | | | | | Capital Markets | Corporate Governance | Digital Communication | Direct Consumer Markets | | | | | | | Finance | Government & Regulatory | Large Complex Organizations | Technology / Business Processes |

  31. Board Refreshment Has Enhanced Skills and Expertise

    | Valerie Montgomery Rice, M.D. | | | | | Director Since: 2017 | Age: 64 | Committees: Compensation and Human Resources Health and Clinical Practice Policies (Chair) | Other Public Directorships: None | | Expertise Provided to the Board: Dr. Valerie Montgomery Rice has significant clinical, academic, management and public health leadership experience, including through her role as President and Chief Executive Officer of the Morehouse School of Medicine. As a renowned physician, medical researcher and institutional leader, Dr. Montgomery Rice’s provides a critical perspective on public health policy and clinical research. This expertise deepens the Board’s oversight of corporate strategy and operations, especially clinical operations, in the health care industry. | | | | | Career Highlights: – 2011 to Current: Morehouse School of Medicine ◦ 2021 to Current: President & CEO (President since 2014) ◦ 2011 to 2021: Dean – 2005 to 2011: Founding Director of the Center for Women’s Health Research at Meharry Medical College – 2006 to 2009: Dean of the School of Medicine and SVP of Health Affairs at Meharry Medical College | | | |

  32. Board Refreshment Has Enhanced Skills and Expertise

    | Skills and Qualifications: | | | | | | | | | | Clinical Practice | Government & Regulatory | Health Care Industry | Large Complex Organizations |

  33. Board Refreshment Has Enhanced Skills and Expertise

    | Board of Directors | Corporate Governance | Executive Compensation | Audit | Annual Meeting | Other Information |

  34. Board Refreshment Has Enhanced Skills and Expertise

    | John Noseworthy, M.D. | | | | | Director Since: 2019 | Age: 74 | Committees: Compensation and Human Resources Health and Clinical Practice Policies | Other Public Directorships: None | | Expertise Provided to the Board: Dr. John Noseworthy provides the Board with significant clinical and executive leadership expertise, anchored by his tenure as President and CEO of Mayo Clinic, one of the world’s largest and most renowned academic health systems. Dr. Noseworthy possesses a rare understanding of patient care delivery, medical research and complex, large-scale provider operations. Dr. Noseworthy’s background as a physician and clinical researcher, combined with his global perspective as a Health Governor of the World Economic Forum, significantly enhances the Board’s oversight of corporate strategy and operations in the health care industry. | | | | | Career Highlights: – 1990 to 2018: Mayo Clinic ◦ 2009 to 2018: President & CEO ◦ 2006 to 2009: Vice Chair of the Mayo Clinic Rochester Board ◦ 1997 to 2006: Chair of the Department of Neurology ◦ 1992 to 2018: Professor in the Department of Neurology at the College of Medicine & Science | | | |

  35. Board Refreshment Has Enhanced Skills and Expertise

    | Skills and Qualifications: | | | | | | | | | | Clinical Practice | Corporate Governance | Digital Communication | Direct Consumer Markets | | | | | | | Government & Regulatory | Health Care Industry | Large Complex Organizations | Technology / Business Processes |

  36. Board Refreshment Has Enhanced Skills and Expertise

    Director Nomination Process

  37. Other Compensation

    | Name(1) | Fees Earned or Paid in Cash ($)(2)(3) | Stock Awards ($)(4)(5) | All Other Compensation ($)(6) | Total ($) | | Charles Baker | — | 360,029 | 15,000 | 375,029 | | Timothy Flynn | — | 378,702 | 25,737 | 404,439 | | Paul Garcia | — | 360,366 | 15,000 | 375,366 | | Kristen Gil | 125,000 | 225,859 | 224,655 | 575,514 | | Scott Gottlieb, M.D. | — | 42,050 | — | 42,050 | | Stephen Hemsley | — | 207,387 | 4,502 | 211,889 | | Michele Hooper | 181,806 | 225,859 | 15,547 | 423,212 | | F. William McNabb III | — | 398,577 | 10,869 | 409,446 | | Valerie Montgomery Rice, M.D. | — | 375,987 | 15,000 | 390,987 | | John Noseworthy, M.D. | — | 366,797 | 15,000 | 381,797 |

  38. Our Executive Compensation Philosophy

    | Plan Design | Pay for Performance | Enhance long- term value | Sustained performance | Competitive Pay | | More than 90% of executive compensation is delivered in the form of annual and long-term incentives | | | | | | At least 75% of the long-term incentives are in the form of performance-based stock (inclusive of awards delivered in stock options and performance shares) | | | | | | Performance-based incentives use a balanced set of performance measures, with different metrics used for annual and long-term incentives | | | | | | Double-trigger accelerated vesting of stock compensation awards | | | | | | Policy to not provide cash severance exceeding 2.99x the sum of base salary and bonus to executives | | | | | | All long-term incentive awards are denominated and settled in stock | | | | | | Adopted clawback policies for (i) recoupment of incentive compensation in accordance with SEC and NYSE rules, and (ii) recoupment of cash or stock compensation in the event of fraud or misconduct causing material restatement, material detrimental conduct or violation of non-compete, non-solicit or confidentiality provisions | | | | | | Insider trading policy prohibits hedging and pledging of shares by directors and executives | | | | | | Stock retention policy generally requires executive officers to hold, for at least one year, one-third of the net shares acquired upon vesting or exercise of any stock compensation award | | | | |

  39. Elements of our Compensation Program

    | Compensation Element | Purpose | | Base salary Annual compensation, fixed | To provide a base level of cash compensation for executive officers commensurate with role, scope of responsibilities and experience | | Annual cash incentive awards Annual performance incentive, at risk | To encourage and reward executive officers for achieving annual corporate financial, human capital and customer-oriented goals and individual performance results | | Stock compensation awards Long-term performance incentive, at risk | To motivate long-term performance, align executive officers’ interests with long-term shareholders and retain executive officers through the use of: • Performance shares that link pay to sustained financial performance and growth • Non-qualified stock options that align economic value with sustained, incremental stock price appreciation • RSUs that align executive officers’ interests with long-term shareholders and provide retentive value | | Employee benefits Annual indirect compensation, fixed | To promote the health, well-being and physical and financial security of employees, including executive officers; constitutes the smallest part of total compensation |

  40. Annual Compensation

    (1) Andrew Witty resigned as CEO effective May 12, 2025. (2) John Rex transitioned from his role as President and CFO to Strategic Advisor effective September 2, 2025. Annual Cash Incentive Awards 2025 Annual Incentive Plan Performance Goals Annual cash incentive awards are based on three financial metrics (revenue, operating income and cash flow from operations), absolute customer experience (NPS) and employee engagement (EXI) and may be paid if our Company meets or exceeds preset annual performance goals established for the year as determined by the Compensation and Human Resources Committee.

  41. Annual Compensation

    In establishing the performance measures for the 2025 annual cash incentive awards, the Compensation and Human Resources Committee sought to align the compensation of our executive officers with key elements of the Company’s 2025 business plan. Development of the Company’s 2025 business plan was a robust process that involved input from all of the Company’s business units and was reviewed by the Board on multiple occasions. These performance goals are based on enterprise-wide metrics because the Compensation and Human Resources Committee believes the named executive officers share responsibility to support the goals and performance of the Company as key members of our leadership team. Revenue, operating income and cash flow are included as the financial performance metrics in our annual incentive plan as we believe they provide the appropriate balanced approach in motivating our executives to drive Company annual growth and profitability objectives. We assess our progress toward enhancing customer experiences using the Net Promoter System (NPS), which holistically measures the experiences we deliver to our customers, including how likely a person is to recommend our Company to others. Similarly, listening to our team members is one of the primary ways we help build and reinforce a culture of inclusion and encourage employee engagement. We recognize that improved employee sentiment leads to greater retention and to more satisfied and productive employees. We have measured employee sentiment annually for over a decade. We use our human capital management metric tailored to the Company - the Employee Experience Index (EXI) - to measure an employee’s sense of commitment and belonging to the Company, establishing a direct link between our executive compensation program and our commitment to our people. We believe NPS and EXI are meaningful measures of executive performance. The following table sets forth the financial and non-financial performance measures and goals established for 2025, as well as 2025 performance results:

  42. Annual Compensation

    | 2025 Performance Measure | Weighting | Threshold Performance | Target Performance | Maximum Performance | 2025 Adjusted Performance | | Financial Metrics | | | | | | | Revenue* | 30% | $438.6 billion | $461.7 billion | $484.8 billion | Between threshold and target | | Operating Income* | 30% | $32.7 billion | $38.5 billion | $44.3 billion | Below threshold | | Cash Flow from Operations* | 15% | $27.2 billion | $32.0 billion | $36.8 billion | Below threshold | | Non-Financial Metrics | | | | | | | NPS | 12.5% | 2025 Performance: Between threshold and target for NPS | | | | | EXI | 12.5% | 2025 Performance: Between threshold and target for EXI | | | |

  43. Annual Compensation

    * 2025 adjusted performance represents the Company’s financial results under the Company’s annual cash incentive plan. The annual incentive plan allows for adjustments to the Company’s reported results for the impact of changes in accounting principles, extraordinary items and unusual or non-recurring gains or losses, including significant differences from the assumptions contained in the financial plan upon which the incentive targets were established. Adjustments to reported results are intended to better reflect executives’ line of sight, align award payments with growth of the Company’s business, avoid artificial inflation or deflation of awards due to unusual or non-recurring items in the applicable period and emphasize the Company’s preference for long-term and sustainable growth. The Compensation and Human Resources Committee adjusted 2025 revenue, operating income and cash flow from operations for impacts of non-recurring and other items over which management had no control and which were not contemplated in the 2025 plan. Context for the 2025 Annual Cash Incentive Plan Performance Goals The 2025 financial performance measures at target level represented, respectively, year-over-year growth in revenues of $61.5 billion or 15%; year-over-year growth in operating income of $6.2 billion or 19%; and year-over-year growth in operating cash flow of $7.8 billion or 32%. The 2025 non-financial performance measures were based on survey results and, at target levels, represented levels consistent with, or above 2024 performance. These measures were viewed to be important to longer-term financial success, customer satisfaction and employee welfare in ways that might not be immediately reflected in annual financial results. The Compensation and Human Resources Committee believes that the breadth of financial and non-financial

  44. Annual Compensation

    performance measures for the 2025 annual cash incentive award motivate executive officers to achieve results that contribute to value creation for our shareholders on a long-term basis, reward performance advancing the Company’s mission and values and avoid excessive risks. At the beginning of 2025, the Compensation and Human Resources Committee believed achievement of the annual incentive goals required substantial performance on a broad range of initiatives contained in the 2025 business plan. These initiatives included the following: • Execute on Optum’s growth and innovation initiatives, with major focus areas including further expansion of patients served in value-based care arrangements and the continued build-out of care delivery capabilities and technology-enabled services and advancing the scope of pharmacy care services offerings; • Grow the number of people served domestically by UnitedHealthcare; • Continue to enhance the quality and operations of our public-sector businesses; • Continue to innovate in commercial benefit products, services and distribution; • Deliver even more effective and comprehensive clinical management and continue expanding value-based elements in our network; • Drive continuous improvement in measures of patient, consumer and employee experience; • Further enhance customer service and the Company’s NPS across all business platforms; and • Further improve our consolidated operating cost ratio after considering the impact of changes in business mix. With respect to these initiatives, Optum added new patients in value-based care arrangements. UnitedHealthcare expanded the number of consumers served and demonstrated continued excellence in its Medicare plans by maintaining the percentage of members in 4-Star rated plans above 80%. The Company achieved or made progress on all other initiatives listed above. Individual annual cash incentive awards are not purely formulaic. In determining the amount of the actual annual incentive award to be paid to each executive officer, the Compensation and Human Resources Committee considers the CEO’s recommendations for executive officers, the business performance underlying each of the performance measures, macroeconomic factors impacting business performance, individual executive performance, market positioning and related matters. The Compensation and Human Resources Committee retains discretion to pay an annual incentive award higher or lower than the performance level achieved based on these considerations if threshold performance is achieved on any performance measure. However, the overall pool cannot be exceeded. Determination of 2025 Annual Cash Incentive Award Opportunities At the beginning of each year, the Compensation and Human Resources Committee approves an annual cash incentive target opportunity for each executive officer as a percentage of the executive officer’s base salary. The target opportunities established for the named executive officers are intended to increase collaboration, teamwork and accountability across the enterprise, to recognize the skills and versatility of each executive officer and to reflect contributions to the success of the overall enterprise. At the end of the year, the Compensation and Human Resources Committee reviews the Company’s performance against the goals set at the beginning of the year and determines annual cash incentive awards. The Compensation and Human Resources Committee has limited annual cash incentive payouts to executive officers to not more than two times the target amount. The Compensation and Human Resources Committee evaluated the Company’s 2025 performance against the performance goals set forth above, overall business results, economic and market conditions and individual performance objectives. In addition to the 2025 business results discussed above, when determining the 2025 bonus payout levels, the Compensation and Human Resources Committee considered the extensive leadership changes, in particular the increased scope and role expansions — Timothy Noel, Patrick Conway, M.D. and Christopher Zaetta assumed during the 2025 performance year, along with our executive officers performance during the second half of 2025 as the business improvement efforts were underway. The final 2025 bonus payouts ranged between 0% and 88% of target and are all below the target opportunity for each executive officer, reflecting the Compensation and Human Resources Committee’s view that the Company’s 2025 financial performance did not support bonus payouts at or above the target payout level.

  45. Annual Compensation

    The target percentages for annual cash incentive awards to our named executive officers and the actual 2025 annual cash incentive awards paid are set forth in the following table.

  46. Annual Compensation

    | 2025 Annual Cash Incentive Awards | | | | | | Name | Target Percentage (% of Salary) | Target Award Value ($) | Actual Award Paid ($) | Paid Award (% of Target) | | Stephen Hemsley(1) | — | — | — | — | | Wayne DeVeydt | 200% | 2,000,000 | 1,500,000 | 75% | | Timothy Noel | 200% | 2,000,000 | 1,750,000 | 88% | | Patrick Conway, M.D. | 200% | 2,000,000 | 1,750,000 | 88% | | Christopher Zaetta | 125% | 1,062,500 | 925,000 | 87% | | Andrew Witty(2) | — | — | — | — | | John Rex | 200% | 2,800,000 | 0 | 0% |

  47. Annual Compensation

    (1) Mr. Hemsley is not eligible for an annual cash incentive under his compensation arrangement. (2) Mr. Witty resigned as CEO on May 12, 2025, and is no longer eligible to receive an annual cash incentive. The Compensation and Human Resources Committee did not make specific assessments of, quantify or otherwise assign relative weightings to the factors listed above as it reached its decisions with respect to any of the named executive officers. See the “2025 Summary Compensation Table” and other related compensation tables below for details regarding 2025 total compensation for the named executive officers. Long-Term Incentive Compensation Long-term incentive compensation, consisting solely of stock compensation awards in 2025, represents the largest portion of executive officer compensation. The combination of long-term incentives we employ provides a compelling performance-based compensation opportunity, aids in aligning and retaining the senior management team and accelerates the advancement of business unit capabilities across the enterprise. The Compensation and Human Resources Committee determined that long-term stock-based compensation for 2025 should include grants of performance shares, RSUs and non-qualified stock options to achieve balance and effectiveness in our stock-based compensation and to align the interests of our executive officers and our shareholders. The 2025 annual stock-based compensation for all named executive officers except for Mr. Hemsley was as follows:

  48. Annual Compensation

    | Equity Type | Equity Mix* | Details | | Performance Shares | 50% | • Pay-for-performance alignment with drivers of shareholder value • Weighted equally between three-year cumulative adjusted earnings per share and three-year average return on equity • Vesting between 0% and 200% of the target value based upon actual results • Performance share payouts are determined formulaically | | Non-Qualified Stock Options | 25% | • Provides incentives for sustained long-term stock price appreciation • Only has value if the Company’s stock price increases • Typically vest ratably over four years | | RSUs | 25% | • Aligns interests of executives with those of long-term shareholders • Provides retentive value and discourages excessive risk-taking for short-term gains • Full value shares that typically vest ratably over four years |

  49. Annual Compensation

    | Performance Metric | Weighting | Threshold | Target | Maximum | | Adjusted Earnings Per Share | 50% | 0% payout | 100% payout | 200% payout | | Return on Equity | 50% | 0% payout | 100% payout | 200% payout |

  50. Annual Compensation

    2025 Annual Stock Compensation Awards In 2025, the Compensation and Human Resources Committee granted the following target number of performance shares, RSUs and stock options to our named executive officers:

  51. Annual Compensation

    | Name | Target Number of Performance Shares (#)(1) | Annual RSU Award (#) | Annual Stock Option Award (#) | 2025 Award Value ($) | | Stephen Hemsley | — | — | 602,773(2) | 60,000,000 | | Wayne DeVeydt | — | 10,525 | 42,551 | 6,500,000 | | Timothy Noel | 7,962 | 3,981 | 16,884 | 8,000,000 | | Patrick Conway, M.D. | 9,254 | 4,627 | 19,213 | 8,000,000 | | Christopher Zaetta | 6,967 | 3,484 | 14,773 | 7,000,000 | | Andrew Witty | 22,890 | 11,445 | 48,540 | 23,000,000(3) | | John Rex | 14,928 | 7,464 | 31,657 | 15,000,000(4) |

  52. Annual Compensation

    (1) Does not include the one-time performance improvement awards discussed above. (2) Mr. Hemsley received stock options pursuant to his CEO compensation arrangement, per that agreement, he is not eligible to receive annual stock incentives until on or after May 14, 2028. (3) On June 2, 2025, Mr. Witty’s performance shares granted on February 20, 2025 with a target value of $11,500,000 were cancelled. (4) Mr. Rex’s annual stock compensation awards were granted on February 20, 2025. The grant date fair values and terms of these stock compensation awards are discussed in the 2025 Grants of Plan-Based Awards table. Please see the “Long-Term Incentive Compensation” section above for additional details regarding the rationale underlying the Compensation and Human Resources Committee’s determination to award performance shares, RSUs and stock options.

  53. Annual Compensation

    | 2023-2025 Performance Measure | Weight | Threshold Performance | Target Performance | Maximum Performance | 2023-2025 Performance | Actual Payout | | Cumulative Adjusted Earnings Per Share | 50% | $80.21 | $84.85 | $91.29 | $71.40 | 0% | | Return on Equity | 50% | 24.8% | 26.8% | 28.8% | 23.1% | |

  54. Annual Compensation

    | Long-Term Performance | | | | | | | | Name | Target Value ($) | Threshold Shares (#) | Target Shares (#) | Maximum Shares (#) | Actual Shares Paid (#) | Paid Award (% of Target) | | Stephen Hemsley | — | — | — | — | — | — | | Wayne DeVeydt | — | — | — | — | — | — | | Timothy Noel | 1,500,000 | 4 | 3,051 | 6,102 | — | 0% | | Patrick Conway, M.D. | 2,000,000 | 5 | 4,068 | 8,136 | — | 0% | | Christopher Zaetta | 1,375,000 | 4 | 2,797 | 5,594 | — | 0% | | Andrew Witty | 10,000,000 | 22 | 20,339 | 40,678 | — | 0% | | John Rex | 6,700,000 | 15 | 13,627 | 27,254 | — | 0% |

  55. Annual Compensation

    Employment Agreements and Post-Employment Payments and Benefits The Company has entered into employment agreements with each of our named executive officers. These employment agreements are described in greater detail in “Executive Employment Agreements” and “2025 Summary Compensation Table.” Stock Compensation Award Practices The Compensation and Human Resources Committee’s stock compensation award policy requires all grants of stock compensation to be made at set times, generally based on the timing of regularly scheduled meetings. We do not maintain policies or practices on the timing of awards of options in relation to the disclosure of material nonpublic information. The Compensation and Human Resources Committee does not take material nonpublic information into account when determining the timing and terms of such awards and has not timed the disclosure of material nonpublic information for purposes of affecting the value of executive compensation. The Company does not pay dividend equivalents on performance shares granted to employees. Unvested shares of RSUs receive dividend equivalents, which are subject to the same terms as the RSUs and will be forfeited if the underlying RSUs do not vest. The determination to pay dividend equivalents on RSUs was made after considering market practices. The aggregate number of shares subject to stock compensation awards made in 2025 for all employees was less than 1% of the Company’s shares outstanding at the end of 2025. As required by SEC rules, we are providing the following information regarding stock option grants made to Patrick Conway, M.D. during fiscal year 2025 because this grant was made two days prior to the filing of our Current Report on Form 8-K dated June 2, 2025.

  56. The Compensation and Human Resources Committee’s Use of an Independent Compensation Consultant

    The Compensation and Human Resources Committee’s Use of an Independent Compensation Consultant The Compensation and Human Resources Committee retains an independent compensation consultant, Pay Governance, to advise the Compensation and Human Resources Committee on executive and director compensation matters, assess total compensation program levels and program elements for executive officers and evaluate competitive

  57. The Compensation and Human Resources Committee’s Use of an Independent Compensation Consultant

    | Board of Directors | Corporate Governance | Executive Compensation | Audit | Annual Meeting | Other Information |

  58. The Compensation and Human Resources Committee’s Use of an Independent Compensation Consultant

    compensation trends. Pay Governance does not provide any other services to the Company and does not perform any work for management. The Compensation and Human Resources Committee has assessed the independence of Pay Governance, specifically considering, in accordance with SEC rules, whether Pay Governance had any relationships with the Company, our officers or our Board members that would impair their independence. Based on this evaluation, the Compensation and Human Resources Committee concluded Pay Governance is independent and their work for the Compensation and Human Resources Committee does not raise any conflict of interest.

  59. Peer Group

    Peer Group This section summarizes the processes followed by the Compensation and Human Resources Committee to select competitive compensation benchmark data and how the Compensation and Human Resources Committee uses these data. At the request of the Compensation and Human Resources Committee, Pay Governance conducts an annual review of the Company’s compensation peer group. This review ensures the peer group companies remain appropriate from a business and talent perspective. This occurs at the second quarter Compensation and Human Resources Committee meeting, because recent financial and compensation data are available at this time. The Compensation and Human Resources Committee uses the following screening methodology, which formulates a peer group focused on the characteristics and industries most relevant to the Company: • Start with the 50 largest U.S. companies by revenue. • Among those companies, identify companies in sectors most relevant to the Company:

  60. Peer Group

    | – Managed Health Care | – Pharma/Life Sciences | – Technology | | – Health Care | – Financial Services | |

  61. Peer Group

    • Include the Company’s five largest managed care competitors, even if they do not meet the other screening criteria. This screening process resulted in the 20 companies set forth below.

  62. Peer Group

    | Alphabet Inc. (GOOGL) | The Cigna Group (CI) | JPMorgan Chase & Co. (JPM) | | Amazon.com, Inc. (AMZN) | Citigroup Inc. (C) | McKesson Corporation (MCK) | | Apple Inc. (AAPL) | CVS Health Corporation (CVS) | Microsoft Corporation (MSFT) | | Bank of America Corporation (BAC) | Elevance Health Inc. (ELV) | Pfizer (PFE) | | Cardinal Health, Inc. (CAH) | Humana Inc. (HUM) | Walmart, Inc. (WMT) | | Cencora, Inc. (COR) | International Business Machines (IBM) | Wells Fargo & Company (WFC) | | Centene Corporation (CNC) | Johnson & Johnson (JNJ) | |

  63. Peer Group

    Once the process is concluded and peer group companies are selected, the Compensation and Human Resources Committee generally uses the market data as follows: • At the fourth quarter Compensation and Human Resources Committee meeting, Pay Governance, our independent consultant, presents an annual review of the market competitiveness of the Company’s executive compensation levels for the Company’s executive officers. The review compares the compensation opportunities provided to the Company’s executive officers to peer group companies on a position-by-position basis and on an aggregate basis. • At the first quarter Compensation and Human Resources Committee meeting, the Compensation and Human Resources Committee determines pay opportunities for each officer using the market competitiveness assessment from the previous fourth quarter as a reference point. In addition, the Compensation and Human Resources Committee takes into consideration the individual officer’s tenure in such position, Company performance against previously established performance goals,

  64. Peer Group

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  65. Peer Group

    each officer’s individual performance, the CEO’s recommendations and other relevant business performance that may not be adequately captured by the Company and individual officer goals.

  66. Competitive Positioning

    Competitive Positioning The Compensation and Human Resources Committee believes total compensation for the named executive officers should be heavily weighted toward long-term performance-based compensation such as performance shares and stock options, but it does not target a specific mix of annual and long-term compensation or cash and stock compensation. The Company is distinctive in terms of the diversity and complexity of its businesses, which include health care benefits spanning both private and public payors, health care delivery, pharmacy services and health technology. The limited pool of executives with the ability to address the wide range of regulatory and policy issues presented by the different businesses is another factor the Compensation and Human Resources Committee considers when making compensation decisions. In general, the Compensation and Human Resources Committee’s goal is to achieve target total compensation for the named executive officers as a group that falls within a range of the 50th to 75th percentiles of the market data for our peer group, which was the case for 2025. The Compensation and Human Resources Committee believes this range is an appropriate reflection of the Company’s relative size in comparison to our peer group. Specifically, the Company is positioned above the 75th percentile of our peer group on key measures such as revenue (90th percentile) and number of employees (90th percentile), as shown below. Relative to the median of the peers, we are 2.1 times the median on revenues, 1.2 times the median on market capitalization and 2.2 times the median in terms of employees. Thus, we are larger than most of our peers as reflected below (data as of December 31, 2025): Chart includes NYSE and Nasdaq ticker symbols of our peer group. Please refer to Peer Group chart for corresponding company name.

  67. Competitive Positioning

    | Board of Directors | Corporate Governance | Executive Compensation | Audit | Annual Meeting | Other Information |

  68. Other Compensation Practices

    Other Compensation Practices Executive Stock Ownership Guidelines The Compensation and Human Resources Committee believes that executive stock ownership aligns management’s interests with those of shareholders and fosters a long-term outlook, while also mitigating compensation risk. In February 2026, in response to shareholder preference that we strengthen the alignment of executives’ interests with those of long-term shareholders, the Compensation and Human Resources Committee approved an amendment to our stock ownership guidelines to increase the requirement applicable to the CEO from eight to ten times his base salary. Under our updated stock ownership guidelines, each executive officer must beneficially own at least the following amounts of the Company’s common stock with the following values within five years of the executive officer’s election or appointment as an executive officer: • for the CEO, ten times base salary; • for executive officers who are direct reports of the CEO, or the Chief Executive Officer of Optum or UnitedHealthcare, three times base salary; and • for any other executive officers who are not direct reports of the CEO, two times base salary. Stock options do not count towards satisfying the ownership requirements under the guidelines, regardless of their vesting status and performance shares do not count towards satisfying the ownership requirements until they are vested. Time-based RSUs are counted toward the satisfaction of the ownership requirements. The Compensation and Human Resources Committee periodically reviews compliance with the ownership requirements. As of April 2, 2026, all of our named executive officers complied with the ownership requirements. Stock Retention Policy The Board has established a stock retention policy for executive officers subject to Section 16 of the Exchange Act, which includes our named executive officers. Under this policy, Section 16 officers are generally required to retain for at least one year one-third of the net shares acquired upon the vesting or exercise of any stock compensation awards. In addition, in February 2026, Mr. Hemsley’s stock option award agreement was amended to add a two-year retention requirement to the stock option grant to Mr. Hemsley following the three-year vesting period. Transactions in Company Securities; Prohibition on Hedging, Short Sales and Pledging In general, SEC rules prohibit uncovered short sales of our common stock by our executive officers, including the named executive officers. Accordingly, our insider trading policy prohibits short sales and hedging transactions of our common stock by all employees and directors. Hedging transactions include, for example, purchase or sale of options (puts or calls, whether covered or uncovered), equity swaps or other derivatives directly linked to the Company’s securities. Additionally, our insider trading policy prohibits pledging transactions by directors and executive officers and discourages our non-executive employees from pledging transactions.

  69. Other Compensation Practices

    | Name and Principal Position(1) | Year | Salary ($)(2) | Bonus ($)(3) | Stock Awards ($)(4)(5) | Option Awards ($)(5) | Non-Equity Incentive Plan Compensation ($)(6) | All Other Compensation ($)(7) | Total ($) | | Stephen Hemsley Chief Executive Officer | 2025 | 596,154 | — | — | 60,000,024 | — | 341,884 | 60,938,062 | | Wayne DeVeydt Chief Financial Officer | 2025 | 284,615 | 1,200,000 | 8,250,430 | 3,250,045 | 1,500,000 | 97,594 | 14,582,684 | | Timothy Noel Chief Executive Officer, UnitedHealthcare | 2025 | 981,827 | — | 15,000,506 | 2,000,079 | 1,750,000 | 469,334 | 20,201,746 | | Patrick Conway, M.D. Chief Executive Officer, Optum | 2025 | 980,577 | — | 15,000,919 | 2,000,086 | 1,750,000 | 191,028 | 19,922,610 | | Christopher Zaetta Executive Vice President Chief Legal Officer and Corporate Secretary | 2025 | 845,192 | — | 12,250,835 | 1,750,010 | 925,000 | 21,270 | 15,792,307 | | | 2024 | 748,077 | — | 3,750,990 | 1,250,076 | 890,000 | 234,152 | 6,873,295 | | Andrew Witty Former Chief Executive Officer | 2025 | 903,846 | — | 17,250,591 | 5,750,048 | — | 694,887 | 24,599,372 | | | 2024 | 1,500,000 | — | 17,250,065 | 5,750,053 | 1,500,000 | 339,097 | 26,339,215 | | | 2023 | 1,500,000 | — | 15,000,970 | 5,000,114 | 1,800,000 | 233,852 | 23,534,936 | | John Rex Former President and Chief Financial Officer | 2025 | 1,400,000 | — | 11,250,189 | 3,750,088 | — | 8,075,704 | 24,475,981 | | | 2024 | 1,342,308 | — | 11,250,762 | 3,750,184 | 2,100,000 | 287,929 | 18,731,183 | | | 2023 | 1,200,000 | — | 10,050,636 | 3,350,074 | 1,440,000 | 33,427 | 16,074,137 |

  70. Potential Payments Upon Termination or Change in Control

    Potential Payments Upon Termination or Change in Control The following table describes the potential payments to named executive officers upon termination of employment or a change in control of the Company as of December 31, 2025, except for John Rex whose severance payment pursuant to the terms of his employment agreement is set forth in the Summary Compensation Table and the value of continued vesting of his outstanding equity awards, which is set forth in footnote 2 to the table. Andrew Witty notified the Company of his decision to step down from the position of CEO, effective May 12, 2025 and, accordingly, Mr. Witty, who continued to serve as a senior advisor to the Company as of December 31, 2025, was not entitled to any payments during the fiscal year in connection with his stepping down as an officer of the Company. Amounts are calculated based on the benefits available to the named executive officers under existing plans and arrangements, including pursuant to the terms of the stock awards described under “Compensation Discussion and Analysis — Annual Compensation — Long-Term Incentive Compensation” and each of their employment agreements described under “Executive Employment Agreements.”

  71. Potential Payments Upon Termination or Change in Control

    | Name | For Good Reason or Not For Cause ($) | Death ($) | Disability ($) | Retirement ($) | Change In Control ($) | | Stephen Hemsley | | | | | | | Cash Payments | 2,012,000 | — | — | — | — | | Annual Cash Incentive(1) | — | — | — | — | — | | Insurance Benefits | — | 2,000,000 | 600,000 | — | — | | Continued Equity Vesting(2) | 13,321,283 | 13,321,283 | 13,321,283 | — | 13,321,283 | | Total(3) | 15,333,283 | 15,321,283 | 13,921,283 | — | 13,321,283 | | Wayne DeVeydt | | | | | | | Cash Payments | 6,012,000 | — | — | — | — | | Annual Cash Incentive(1) | — | 4,000,000 | 4,000,000 | 4,000,000 | — | | Insurance Benefits | — | 2,000,000 | 600,000 | — | — | | Continued Equity Vesting(2) | 5,597,496 | 9,502,827 | 9,502,827 | — | 9,502,827 | | Total(3) | 11,609,496 | 15,502,827 | 14,102,827 | 4,000,000 | 9,502,827 | | Timothy Noel | | | | | | | Cash Payments | 3,707,000 | — | — | — | — | | Annual Cash Incentive(1) | — | 4,000,000 | 4,000,000 | 4,000,000 | — | | Insurance Benefits | — | 2,000,000 | 600,000 | — | — | | Continued Equity Vesting(2) | 11,374,271 | 15,258,016 | 15,258,016 | — | 15,258,016 | | Total(3) | 15,081,271 | 21,258,016 | 19,858,016 | 4,000,000 | 15,258,016 | | Patrick Conway, M.D. | | | | | | | Cash Payments | 3,637,000 | — | — | — | — | | Annual Cash Incentive(1) | — | 4,000,000 | 4,000,000 | 4,000,000 | — | | Insurance Benefits | — | 2,000,000 | 600,000 | — | — | | Continued Equity Vesting(2) | 13,501,463 | 17,658,503 | 17,658,503 | — | 17,658,503 | | Total(3) | 17,138,463 | 23,658,503 | 22,658,503 | 4,000,000 | 17,658,503 | | Christopher Zaetta | | | | | | | Cash Payments | 3,202,000 | — | — | — | — | | Annual Cash Incentive(1) | — | 2,125,000 | 2,125,000 | 2,125,000 | — | | Insurance Benefits | — | 2,000,000 | 510,000 | — | — | | Continued Equity Vesting(2) | 10,089,150 | 13,256,886 | 13,256,886 | — | 13,256,886 | | Total(3) | 13,291,150 | 17,381,886 | 15,891,886 | 2,125,000 | 13,256,886 |

  72. Potential Payments Upon Termination or Change in Control

    (1) Represents the maximum amount the Compensation and Human Resources Committee may in its discretion determine, but is not required, to pay the executive officer (or the executive officer’s estate, if applicable) based upon a prorated portion of the award the executive officer would have received but for his death, disability or retirement, calculated at the achievement of the maximum performance target, as more fully described in footnote 2 to the 2025 Grants of Plan-Based Awards table. For the purposes of this table, the potential amounts have not been prorated because the table assumes a death, disability or retirement as of December 31, 2025. Represents the (i) unvested RSUs multiplied by the closing stock price on December 31, 2025 ($330.11), (ii) intrinsic value of the unvested stock options, which is calculated based on the difference between the closing price of our stock on December 31, 2025 ($330.11) and the exercise or grant price of the unvested stock options as of that date and the number of performance shares earned if target performance is achieved multiplied by the closing stock price on December 31, 2025 ($330.11). If maximum performance is achieved for the performance shares, the amounts for Continued Equity Vesting would be (a) “For Good Reason or Not for Cause”, $13,321,283 for Mr. Hemsley; $6,781,997 for Mr. DeVeydt; $17,339,621 for Mr. Noel; $20,585,805 for Dr. Conway; and $15,659,822 for Mr. Zaetta; (b) for “Death” and “Disability”, $13,321,283 for

  73. Potential Payments Upon Termination or Change in Control

    | Board of Directors | Corporate Governance | Executive Compensation | Audit | Annual Meeting | Other Information |

  74. Potential Payments Upon Termination or Change in Control

    Mr. Hemsley; $11,279,578 for Mr. DeVeydt; $22,349,324 for Mr. Noel; $25,808,803 for Dr. Conway; and $19,656,662 for Mr. Zaetta; and (c) for “Change in Control”, $13,321,283 for Mr. Hemsley; $11,279,578 for Mr. DeVeydt; $22,349,324 for Mr. Noel; $25,808,803 for Dr. Conway; and $19,656,662 for Mr. Zaetta. “For Good Reason or Not for Cause,” the amount includes the value of unvested stock compensation awards held by the named executive officer that will not immediately vest upon termination but will continue to vest through any applicable severance period. For “Retirement,” the amount includes the value of certain unvested stock compensation awards granted in 2022, 2023, 2024 and 2025 that will continue to vest and be exercisable for a period of five years (but not after the award’s expiration date). The value of the awards that will not immediately vest is based on their intrinsic values on December 31, 2025. However, because these awards would continue to vest after termination of employment or retirement, the actual value the named executive officer would receive is not determinable. (3) Does not include the value of benefits, plans or arrangements that would be paid or available following termination of employment that do not discriminate in scope, terms or operation in favor of our executive officers and that are generally available to all salaried employees or accrued balances under any non-qualified deferred compensation plan that is described above. CEO Pay Ratio As required by Section 953(b) of the Dodd-Frank Wall Street Reform and Consumer Protection Act, we are providing the following information about the relationship between the annual total compensation of our median employee and the annual total compensation of our CEO. For purposes of reporting annual total compensation and the ratio of annual total compensation of the CEO to the median employee, both the CEO and median employee’s annual total compensation were calculated consistent with the Summary Compensation Table executive compensation disclosure requirements, plus the value of employer-paid health insurance contributions. The median employee compensation was $81,474 and the CEO’s compensation was $60,950,571. Accordingly, the CEO to median employee pay ratio is 748:1. However, as reflected in the Summary Compensation Table, a significant portion of Mr. Hemsley’s compensation is due to his one-time stock option grant at time of his appointment to his role as CEO, so we anticipate our CEO to median employee pay ratio will decrease significantly next year. The enterprise-wide Company compensation philosophy is designed to attract and retain high-quality talent and provide market-competitive total compensation opportunities that support our pay-for-performance culture. Actual pay practices vary for employees by level and geographic location based on competitive market factors. The most significant difference in the pay practices for the CEO versus the median employee is the use of variable / at-risk compensation. We consistently applied total cash compensation as the measure to determine the median employee in the global employee population as of October 1, 2025. That workforce population consisted of 386,013 global full-time, part-time, temporary and seasonal employees employed on that date. 103,529 of those employees were located outside the United States and we then applied the de minimis exemption to exclude 14,721 employees in Brazil and Chile (3.8% of the global employee population). We have a skilled and sustainable workforce with approximately 58% of the people represented in three key talent pillars (42% clinicians, 6% customer-facing employees and 10% information and computer technologists). The median employee (customer-facing employee) is a non-exempt, full-time employee who works within operations as a customer service senior representative in the United States. A summary of the workforce population is provided in the charts below:

  75. What are my choices when voting for director nominees and what vote is needed to elect directors?

    What are my choices when voting for director nominees and what vote is needed to elect directors? In the vote on the election of director nominees, shareholders may: • vote in favor of a nominee; • vote against a nominee; or • abstain from voting with respect to a nominee. A director nominee will be elected if the number of votes cast for the nominee exceeds the number of votes cast against the nominee. Abstentions have no effect on the election of directors. Our Principles of Governance require our directors to tender an irrevocable offer to resign, which becomes effective if he or she fails to receive a majority of the votes cast for such director’s election at the annual meeting and our Board accepts his or her resignation. In the event a director receives a majority against vote and prior to any such action by the Board, the Governance Committee will consider the tendered resignation offer and recommend to the Board whether or not to accept it. Absent a compelling reason not to accept the resignation offer, as determined by the Board in its

  76. What are my choices when voting for director nominees and what vote is needed to elect directors?

    | Board of Directors | Corporate Governance | Executive Compensation | Audit | Annual Meeting | Other Information |

  77. What are my choices when voting for director nominees and what vote is needed to elect directors?

    discretion, the Governance Committee will recommend and the Board will accept the resignation. The Board will act on the Governance Committee’s recommendation within 90 days following certification of the shareholder vote. The text of this policy appears in our Principles of Governance, which is available on our website at https://www.unitedhealthgroup.com/investors/standards.html. 16.

  78. What are the deadlines for submitting director nominees and other shareholder proposals for the 2027 Annual Meeting?

    What are the deadlines for submitting director nominees and other shareholder proposals for the 2027 Annual Meeting? Shareholder Director Nominations for Inclusion in the Company’s Proxy Materials (Proxy Access). To be considered for inclusion in our proxy statement for our 2027 Annual Meeting, director nominations submitted pursuant to Section 3.04 of our Bylaws must be received at our principal executive offices at UnitedHealth Group, 1 Health Drive, Eden Prairie, Minnesota 55344, Attention: Corporate Secretary, no earlier than November 21, 2026 and no later than December 21, 2026 and must be submitted in accordance with Section 3.04 of our Bylaws. If we do not receive the information required by our Bylaws by the deadline described above, the director nominee will be excluded from our proxy statement for our 2027 Annual Meeting. Other Shareholder Proposals to Be Considered for Inclusion in the Company’s Proxy Materials (SEC Rule 14a-8). To be considered for inclusion in our proxy statement for our 2027 Annual Meeting, shareholder proposals submitted pursuant to SEC Rule 14a-8 must be received no later than December 21, 2026 and be submitted in accordance with SEC Rule 14a-8. These shareholder proposals must be in writing and received by the deadline described above at our principal executive offices at UnitedHealth Group, 1 Health Drive, Eden Prairie, Minnesota 55344, Attention: Corporate Secretary. If we do not receive a shareholder proposal by the deadline described above, the proposal may be excluded from our proxy statement for our 2027 Annual Meeting. Other Shareholder Proposals for Presentation at the 2026 Annual Meeting (Advance Notice Provision). A shareholder proposal that is not submitted for inclusion in our proxy statement for our 2027 Annual Meeting pursuant to Section 3.04 of our Bylaws or SEC Rule 14a-8 and is sought to be presented at the 2027 Annual Meeting must comply with the “advance notice” deadlines in our Bylaws. As such, these shareholder proposals must be received no earlier than February 1, 2027 and no later than March 3, 2027. These shareholder proposals must be in writing and received within the “advance notice” deadlines described above at our principal executive offices at UnitedHealth Group, 1 Health Drive, Eden Prairie, Minnesota 55344, Attention: Corporate Secretary. These shareholder proposals must be in the form provided in our Bylaws and must include the information set forth in the Bylaws. If we do not receive a shareholder proposal and the required information by the “advance notice” deadlines described above, the proposal may be excluded from consideration at the 2027 Annual Meeting. The “advance notice” requirement described above supersedes the notice period in SEC Rule 14a-4(c)(1) of the federal proxy rules regarding the discretionary proxy voting authority with respect to such shareholder business. Shareholder Solicitation of Director Nominations. In addition to satisfying the foregoing advanced notice requirements under our Bylaws, to comply with the universal proxy rules under the Exchange Act, shareholders who intend to solicit proxies in support of director nominees other than the Company’s nominees must provide notice that sets forth the information required by Rule 14a-19 under the Exchange Act no later than April 2, 2027. 24.