What changed in this filing

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Item 1. Business

2026-03-02 compared with 2025-02-27 · 57 added, 57 removed, 265 unchanged (30% of the section changed)

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UnitedHealthcare offers a full range of health benefits, designed to simplify the health care experience and make it more affordable for consumers to access high-quality care.

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

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

UnitedHealthcare Medicare & Retirement delivers health and well-being benefits to seniors and other Medicare eligible consumers.

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• UnitedHealthcare, which includes UnitedHealthcare Employer & Individual, UnitedHealthcare Medicare & Retirement and UnitedHealthcare Community & State.

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).

Optum is an information and technology-enabled health services business serving the broad health care marketplace, including:

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Offerings also include administrative fee arrangements, where Optum Health manages or administers products and services in exchange for a monthly fee, and fee-for-service arrangements, where Optum Health delivers health-related products and medical services for patients at a contracted fee.

Optum Financial, including Optum Bank, serves consumers through more than 27 million consumer accounts with $24 billion in assets under management as of December 31, 2024.

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

Organizations across the health system rely on Optum Financial to manage and improve payment flows through its highly automated, scalable, end-to-end digital payment and financing systems and integrated card solutions.

For financial services offerings, Optum Financial charges fees and earns investment income on managed funds.

For financial services offerings, Optum Financial charges fees and earns investment and interest income on managed funds and loans.

Optum Health sells its products primarily through its direct sales force, strategic collaborations and external producers in three key areas:

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Optum Insight’s products are also supported and distributed through an array of alliances and business partnerships with other technology vendors, who integrate and interface Optum Insight’s products with their applications.

Optum Rx provides a full spectrum of pharmacy care services through its network of more than 65,000 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 provides a full spectrum of pharmacy care services through its network of 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.

It also offers direct-to-consumer solutions.

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, HIV, pain management and ophthalmology.

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, human immunodeficiency virus, pain management and ophthalmology.

Optum Rx serves the growing pharmacy needs of people with behavioral health and substance use disorders.

In 2024, Optum Rx managed $178 billion in pharmaceutical spending, including $74 billion in specialty pharmaceutical spending.

In 2025, Optum Rx managed $188 billion in pharmaceutical spending, including nearly $87 billion in specialty pharmaceutical spending.

Optum Rx serves health benefits providers, large national employer plans, unions and trusts, purchasing coalitions and public-sector entities.

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As of December 31, 2025, UnitedHealthcare Employer & Individual provides access to medical services for 29.7 million people.

Through its risk-based product offerings, UnitedHealthcare Employer & Individual assumes the risk of both medical and administrative costs for its customers in return for a monthly premium which is typically a fixed rate per individual served for a one-year period.

Through its administrative and other management services arrangements to customers who elect to self-fund the health care costs of their employees and employees’ dependents, UnitedHealthcare Employer & Individual receives a fixed

monthly service fee per individual served.

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

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.

UnitedHealthcare Employer & Individual typically distributes its products through a variety of channels, dependent upon the specific product, including:

through consultants or direct sales, in collaboration with brokers and agents, through wholesale agents or agencies who contract with health insurance carriers to distribute individual or group benefits, through professional employer organizations and associations and through both multi-carrier and its own proprietary private exchange marketplaces.

UnitedHealthcare Employer & Individual’s major product families include consumer engagement products, such as high-deductible consumer driven benefit plans and a variety of innovative consumer centric products;

UnitedHealthcare Employer & Individual offers risk-based products under which it assumes responsibility for medical and administrative costs in exchange for a monthly premium, typically a fixed rate per individual served for a one-year period.

For customers that elect to self-fund the health care costs and retain the financial risk of medical benefits for their employees and dependents, UnitedHealthcare Employer & Individual provides administrative and management services.

These services include coordination of medical and related services, transaction processing and access to a contracted network of physicians, hospitals and other health care providers, including providers of dental and vision services.

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.

These channels include consultants or direct sales, brokers and agents, wholesale agents or agencies that contract with health insurance carriers to distribute individual or group benefits, professional employer organizations and associations, and both multi-carrier and proprietary private exchange marketplaces.

UnitedHealthcare Employer & 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;

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and other federal, state and community health care programs.

As of December 31, 2024, UnitedHealthcare Community & State participated in programs in 33 states and the District of Columbia, and served more than 7.4 million people;

As of December 31, 2025, UnitedHealthcare Community & State participated in programs in 32 states and the District of Columbia, and served nearly 7.4 million people;

including 1.2 million people through Medicaid expansion programs in 19 states under the Patient Protection and Affordable Care Act (ACA).

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federal and state and international laws and regulations.

We are regulated by agencies which generally have discretion to issue regulations and interpret and enforce laws and rules.

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 system.

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

We are regulated by government agencies, which generally have discretion to issue regulations and interpret and enforce laws and regulations.

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 system and our operations.

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

See Part I, Item 1A, “Risk Factors” for a discussion of the risks related to our compliance with U.S.

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Department of Labor (DOL) as well as the federal courts.

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

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

Regulations established by the DOL subject us to additional requirements for administration of benefits, claims payment and member appeals under health care plans governed by ERISA.

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Such regulations generally require registration with applicable state departments of insurance and the filing of reports describing capital structure, ownership, financial condition, certain affiliated transactions and general business operations.

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 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), TPA, pharmacy care services, durable medical equipment or care provider-related regulations and licensure requirements.

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 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), behavioral health, TPA, pharmacy care services, durable medical equipment or care provider-related regulations and licensure requirements.

These regulations differ from state to state and may contain network, contracting, product and rate, licensing and financial and reporting requirements.

Health care-related laws and regulations set specific standards for delivery of services, 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.

Health care-related laws and regulations set specific standards for delivery of services, 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.

State health care anti-fraud and abuse prohibitions encompass a wide range of activities, including kickbacks for referral of members, billing for unnecessary medical services and improper marketing.

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The laws, regulations and interpretations in certain states have been subject to limited judicial and regulatory interpretation and are subject to change.

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.

Pharmacy and Pharmacy Benefits Management (PBM) Regulations

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In addition to adhering to the laws and regulations in the states where our pharmacies are located, we also are required to comply with laws and regulations in some non-resident states where we deliver pharmaceuticals, including those requiring us to register with the board of pharmacy in the non-resident state.

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 where pharmaceuticals are delivered.

Additionally, certain of our pharmacies which participate in programs for Medicare and state Medicaid providers are required to comply with applicable Medicare and Medicaid provider rules and regulations.

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Federal and state legislation regulating PBM activities affects both our ability to limit access to a pharmacy provider network or remove network providers.

Additionally, many states limit our ability to manage and establish maximum allowable costs for generic prescription drugs.

Many states limit our ability to manage and establish maximum allowable costs for generic prescription drugs and regulate various pharmacy reimbursement measures.

With respect to formulary services, a number of government entities, including CMS, HHS and state departments of insurance, regulate the administration of prescription drug benefits offered through federal or state exchanges.

Many states also regulate the scope of prescription drug coverage, as well as the delivery channels to receive such prescriptions, for insurers, MCOs and Medicaid managed care plans.

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.

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.

Legislation seeking to regulate PBM activities introduced or enacted at the federal or state level could impact our business practices with others in the pharmacy supply chain, including pharmaceutical manufacturers and network providers.

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Certain laws, such as the Telephone Consumer Protection Act, give the FTC, the Federal Communications Commission (FCC) and state attorneys general the ability to regulate, and bring enforcement actions relating to, telemarketing practices and certain automated outbound contacts such as phone calls, texts or emails.

Under certain circumstances, these laws may provide consumers with a private right of action.

Under certain circumstances, these laws may provide consumers with a private right of action to enforce those laws.

Violations of these laws could result in substantial statutory penalties and other sanctions.

Banking Regulation

Optum Bank is 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.

Optum Bank is also subject to supervision and regulation by the Utah State Department of Financial Institutions, which carries out annual examinations to ensure the bank is operating in accordance with state safety and soundness requirements and performs periodic examinations of the bank’s compliance with applicable state banking statutes, regulations and agency guidelines.

In the event of unfavorable examination results from any of these agencies, the bank could become subject to increased operational expenses and capital requirements, enhanced governmental oversight and monetary penalties.

Optum Bank is subject to supervision and regulation by the Utah State Department of Financial Institutions, which carries out annual examinations to ensure the bank is operating in accordance with state safety and soundness requirements and performs periodic examinations of the bank’s compliance with applicable state banking statutes, regulations and agency guidelines.

Optum Bank is 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.

In the event of unfavorable examination results or an enforcement action from these state or federal agencies, the bank could become subject to civil litigation, increased operational expenses and capital requirements, enhanced governmental oversight, monetary penalties and other sanctions.

Certain of our businesses operate internationally and are subject to regulation in the jurisdictions in which they are organized or conduct business.

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HUMAN CAPITAL RESOURCES

Our nearly 400,000 employees, as of December 31, 2024, including more than 140,000 clinical professionals, are guided by our mission to help people live healthier lives and help make the health system work better for everyone.

Our mission and cultural values of integrity, compassion, inclusion, relationships, innovation, performance and quality align with our long-term business strategy to increase access to care, make care more affordable, enhance the care experience, improve health outcomes and advance health equity.

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

Our employees are guided by our mission to help people live healthier lives and help make the health system work better for everyone.

Our mission and cultural values of integrity, compassion, inclusion, relationships, innovation and performance align with our long-term business strategy to increase access to care, make care more affordable, enhance the care experience and improve health outcomes.

Our mission and values attract individuals who are determined to make a difference – individuals whose talent, innovation, engagement and empowerment are critical in our ability to achieve our mission.

We are committed to developing our people and culture by creating an inclusive environment where people of diverse talents, backgrounds, experiences and perspectives make us better.

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 have embedded inclusion and diversity throughout our culture, including in our talent acquisition and talent management practices;

We seek to maintain an inclusive environment where people of diverse talents, backgrounds, experiences and perspectives make us better.

We promote an inclusive culture and a sense of belonging throughout our organization and operations, including in our talent acquisition and talent management practices;

leadership development;

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and systems and processes.

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.

We prioritize pay equity by objectively and regularly evaluating and reviewing our compensation practices by performance, age, experience, gender, ethnicity and race.

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.

We prioritize equal pay by objectively and regularly evaluating and reviewing our compensation practices by performance, experience, and other relevant measures.

INFORMATION ABOUT OUR EXECUTIVE OFFICERS

The following sets forth certain information regarding our executive officers as of February 27, 2025, including the business experience of each executive officer during the past five years:

The following sets forth certain information regarding our executive officers as of March 2, 2026, including the business experience of each executive officer during the past five years:

Name Age Position

Andrew Witty 60 Chief Executive Officer

John Rex 63 President and Chief Financial Officer

Heather Cianfrocco 51 Chief Executive Officer, Optum

Stephen Hemsley 73 Chair and Chief Executive Officer

Wayne DeVeydt 56 Chief Financial Officer

Patrick Conway 51 Chief Executive Officer, Optum

Erin McSweeney 61 Executive Vice President and Chief People Officer

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Our executive officers serve until their successors are duly elected and qualified, or until their earlier death, resignation, removal or disqualification.

Andrew Witty has served as Chief Executive Officer and a member of the Board of Directors of UnitedHealth Group since February 2021.

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.

John Rex has served as President and Chief Financial Officer of UnitedHealth Group since April 2024.

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.

Heather Cianfrocco has served as Chief Executive Officer of Optum since April 2024.

Previously, Heather served as Optum's President and held numerous leadership roles since joining UnitedHealth Group from 2008 until April 2024, including serving as Chief Executive Officer of Optum Rx, Chief Executive Officer for Optum's Health Services and Chief Executive Officer of UnitedHealthcare Community & State.

Stephen Hemsley has served as Chief Executive Officer and Chair of the Board of UnitedHealth Group since May 2025.

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.

Wayne DeVeydt has served as Chief Financial Officer of UnitedHealth Group since September 2025.

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.

Patrick Conway has served as Chief Executive Officer of Optum since May 2025.

Previously, Patrick served as Optum Rx’s Chief Executive Officer and held numerous leadership roles since joining UnitedHealth Group in February 2020, including service as Chief Executive Officer of Optum Health Care Solutions.

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.

Erin McSweeney has served as Executive Vice President and Chief People Officer of UnitedHealth Group since March 2022.

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You can access our website at www.unitedhealthgroup.com to learn more about our company.

We make periodic and current reports and amendments available, free of charge, on our website, as soon as reasonably practicable after we file or furnish these reports to the Securities and Exchange Commission (SEC).

We make periodic and current reports and amendments available, free of charge, on our website, as soon as reasonably practicable after we file or furnish these reports to the SEC.

Information on or linked to our website is neither part of nor incorporated by reference into this Annual Report on Form 10-K or any other SEC filings.

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 1. Business