What changed in this filing

/stocks — the workspaceLOADING

Item 9A. Controls and Procedures

2026-03-02 compared with 2025-02-27 · 85 added, 107 removed, 284 unchanged (40% of the section changed)

24 unchanged sentences

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

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

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

Basis for Opinion

16 unchanged sentences

Minneapolis, Minnesota

February 27, 2025

March 2, 2026

OTHER INFORMATION

4 unchanged sentences

DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

The following sets forth certain information regarding our directors as of February 27, 2025, including their name and principal occupation or employment:

Charles Baker Michele Hooper

National Collegiate Athletic Association Lead Independent Director

The following sets forth certain information regarding our directors as of March 2, 2026, including their name and principal occupation or employment:

Charles Baker Stephen Hemsley

National Collegiate Athletic Association Chair and Chief Executive Officer

UnitedHealth Group

President and Chief Executive Officer

Timothy Flynn Michele Hooper

Retired Chair

KPMG International President and Chief Executive Officer

The Directors’ Council

Timothy Flynn F.

Paul Garcia F.

William McNabb III

Retired Chair

KPMG International Former Chairman and Chief Executive Officer

The Vanguard Group, Inc.

Paul Garcia Valerie Montgomery Rice, M.D.

Retired Chair and Chief Executive Officer

Global Payments Inc.

President and Chief Executive Officer

Morehouse School of Medicine

Kristen Gil John Noseworthy, M.D.

Lead Independent Director

UnitedHealth Group

Former Chairman and Chief Executive Officer

The Vanguard Group, Inc.

Kristen Gil Valerie Montgomery Rice, M.D.

Former Vice President and Business Finance Officer

Alphabet Inc.

Former Chief Executive Officer and President

Stephen Hemsley Andrew Witty

UnitedHealth Group Chief Executive Officer

UnitedHealth Group

President and Chief Executive Officer

Morehouse School of Medicine

Scott Gottlieb, M.D.

John Noseworthy, M.D.

Former Commissioner

Food and Drug Administration Former Chief Executive Officer and President

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

3 unchanged sentences

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

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

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

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

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

EXECUTIVE COMPENSATION

15 unchanged sentences

Equity compensation plans not approved by shareholders (2)

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

(1) Consists of the UnitedHealth Group Incorporated 2020 Stock Incentive Plan (2020 Stock Incentive Plan”), as amended, and the UnitedHealth Group 1993 Employee Stock Purchase Plan, as amended (ESPP).

(2) Excludes 307,500 shares underlying stock options assumed by us in connection with acquisitions.

28 unchanged sentences

1-10864, filed on July 1, 2015)

Amended and Restated Bylaws of UnitedHealth Group Incorporated, effective February 23, 2021 (incorporated by reference to Exhibit 3.2 to UnitedHealth Group Incorporated’s Current Report on Form 8-K filed on February 26, 2021)

Amended and Restated Bylaws of UnitedHealth Group Incorporated, effective November 6, 2025 (incorporated by reference to Exhibit 3.

1 to UnitedHealth Group Incorporated’s Current Report on Form 8-K filed on November 13, 2025 )

Amended and Restated Indenture, dated as of April 27, 2023, between UnitedHealth Group Incorporated and Wilmington Trust Company, as successor trustee (incorporated by reference to Exhibit 4.1 to UnitedHealth Group Incorporated’s Current Report on Form 8-K filed on April 28, 2023)

5 unchanged sentences

UnitedHealth Group 2020 Stock Incentive Plan (incorporated by reference to Exhibit 4.1 to the Company’s Registration Statement on Form S-8, SEC File Number 333-238854, filed on June 1, 2020)

Form of Agreement for Restricted Stock Unit Award to Executives under UnitedHealth Group Incorporated’s 2020 Stock Incentive Plan (2024 Version) (incorporated by reference to Exhibit 10.2 to UnitedHealth Group Incorporated’s Annual Report on Form 10-K for the year ended December 31, 2023)

Form of Agreement for Nonqualified Stock Option Award to Executives under UnitedHealth Group Incorporated’s 2020 Stock Incentive Plan (2024 Version) (incorporated by reference to Exhibit 10.3 to UnitedHealth Group Incorporated’s Annual Report on Form 10-K for the year ended December 31, 2023)

Form of Agreement for Performance-Based Restricted Stock Unit Award to Executives under UnitedHealth Group Incorporated’s 2020 Stock Incentive Plan (2024 Version) (incorporated by reference to Exhibit 10.4 to UnitedHealth Group Incorporated’s Annual Report on Form 10-K for the year ended December 31, 2023)

Form of Agreement for Restricted Stock Unit Award under UnitedHealth Group Incorporated’s 2020 Stock Incentive Plan (Witty) (2024 Version) (incorporated by reference to Exhibit 10.5 to UnitedHealth Group Incorporated’s Annual Report on Form 10-K for the year ended December 31, 2023)

Form of Agreement for Nonqualified Stock Option Award under UnitedHealth Group Incorporated’s 2020 Stock Incentive Plan (Witty) (2024 Version) (incorporated by reference to Exhibit 10.6 to UnitedHealth Group Incorporated’s Annual Report on Form 10-K for the year ended December 31, 2023)

Form of Agreement for Performance-Based Restricted Stock Unit Award under UnitedHealth Group Incorporated’s 2020 Stock Incentive Plan (Witty) (2024 Version) (incorporated by reference to Exhibit 10.7 to UnitedHealth Group Incorporated’s Annual Report on Form 10-K for the year ended December 31, 2023)

Form of Agreement for Restricted Stock Unit Award to Executives under UnitedHealth Group Incorporated’s 2020 Stock Incentive Plan (2023 Version) (incorporated by reference to Exhibit 10.2 to UnitedHealth Group Incorporated’s Annual Report on Form 10-K for the year ended December 31, 2022)

Form of Agreement for Nonqualified Stock Option Award to Executives under UnitedHealth Group Incorporated’s 2020 Stock Incentive Plan (2023 Version) (incorporated by reference to Exhibit 10.3 to UnitedHealth Group Incorporated’s Annual Report on Form 10-K for the year ended December 31, 2022)

Form of Agreement for Performance-Based Restricted Stock Unit Award to Executives under UnitedHealth Group Incorporated’s 2020 Stock Incentive Plan (2023 Version) (incorporated by reference to Exhibit 10.4 to UnitedHealth Group Incorporated’s Annual Report on Form 10-K for the year ended December 31, 2022)

Form of Agreement for Restricted Stock Unit Award under UnitedHealth Group Incorporated’s 2020 Stock Incentive Plan (Witty) (2023 Version) (incorporated by reference to Exhibit 10.5 to UnitedHealth Group Incorporated’s Annual Report on Form 10-K for the year ended December 31, 2022)

Form of Agreement for Nonqualified Stock Option Award under UnitedHealth Group Incorporated’s 2020 Stock Incentive Plan (Witty) (2023 Version) (incorporated by reference to Exhibit 10.6 to UnitedHealth Group Incorporated’s Annual Report on Form 10-K for the year ended December 31, 2022)

Form of Agreement for Performance-Based Restricted Stock Unit Award under UnitedHealth Group Incorporated’s 2020 Stock Incentive Plan (Witty) (2023 Version) (incorporated by reference to Exhibit 10.7 to UnitedHealth Group Incorporated’s Annual Report on Form 10-K for the year ended December 31, 2022)

Form of Agreement for Restricted Stock Unit Award to Executives under UnitedHealth Group Incorporated’s 2020 Stock Incentive Plan (incorporated by reference to Exhibit 10.2 to UnitedHealth Group Incorporated’s Annual Report on Form 10-K for the year ended December 31, 2021)

Form of Agreement for Nonqualified Stock Option Award to Executives under UnitedHealth Group Incorporated’s 2020 Stock Incentive Plan (incorporated by reference to Exhibit 10.3 to UnitedHealth Group Incorporated’s Annual Report on Form 10-K for the year ended December 31, 2021)

Form of Agreement for Performance-Based Restricted Stock Unit Award to Executives under UnitedHealth Group Incorporated’s 2020 Stock Incentive Plan (incorporated by reference to Exhibit 10.4 to UnitedHealth Group Incorporated’s Annual Report on Form 10-K for the year ended December 31, 2021)

Form of Agreement for Restricted Stock Unit Award under UnitedHealth Group Incorporated’s 2020 Stock Incentive Plan (Witty) (incorporated by reference to Exhibit 10.5 to UnitedHealth Group Incorporated’s Annual Report on Form 10-K for the year ended December 31, 2021)

Form of Agreement for Nonqualified Stock Option Award under UnitedHealth Group Incorporated’s 2020 Stock Incentive Plan (Witty) (incorporated by reference to Exhibit 10.6 to UnitedHealth Group Incorporated’s Annual Report on Form 10-K for the year ended December 31, 2021)

Form of Agreement for Performance-Based Restricted Stock Unit Award under UnitedHealth Group Incorporated’s 2020 Stock Incentive Plan (Witty) (incorporated by reference to Exhibit 10.7 to UnitedHealth Group Incorporated’s Annual Report on Form 10-K for the year ended December 31, 2021)

Form of Agreement for Restricted Stock Unit Award to Executives under UnitedHealth Group Incorporated’s 2020 Stock Incentive Plan

Form of Agreement for Nonqualified Stock Option Award to Executives under UnitedHealth Group Incorporated’s 2020 Stock Incentive Plan

Form of Agreement for Performance-Based Restricted Stock Unit Award to Executives under UnitedHealth Group Incorporated’s 2020 Stock Incentive Plan

Form of Agreement for Restricted Stock Unit Award under UnitedHealth Group Incorporated’s 2020 Stock Incentive Plan (Witty)

Form of Agreement for Nonqualified Stock Option Award under UnitedHealth Group Incorporated’s 2020 Stock Incentive Plan (Witty)

Form of Agreement for Performance-Based Restricted Stock Unit Award under UnitedHealth Group Incorporated’s 2020 Stock Incentive Plan (Witty)

Form of Agreement for Nonqualified Stock Option Award under UnitedHealth Group Incorporated’s 2020 Stock Incentive Plan (Hemsley)

Amend ment to Agreement for Nonqualified Stock Option Award under UnitedHealth Group Incorporated’s 2020 Stock Incentive Plan (Hemsley)

UnitedHealth Group Incorporated 2011 Stock Incentive Plan, as amended and restated in 2018 (incorporated by reference to Exhibit 10.1 to UnitedHealth Group Incorporated’s Annual Report on Form 10-K for the year ended December 31, 2018)

Form of Agreement for Non-Qualified Stock Option Award to Executives under UnitedHealth Group Incorporated’s 2011 Stock Incentive Plan, as amended and restated in 2015, for awards made after January 1, 2016 (incorporated by reference to Exhibit 10.4 to UnitedHealth Group Incorporated’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2015)

Form of Agreement for Restricted Stock Unit Award to Executives under UnitedHealth Group Incorporated’s 2011 Stock Incentive Plan, as amended and restated in 2015, for awards made after January 1, 2016 (incorporated by reference to Exhibit 10.5 to UnitedHealth Group Incorporated’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2015)

Form of Agreement for Performance-based Restricted Stock Unit Award to Executives under UnitedHealth Group Incorporated’s 2011 Stock Incentive Plan, as amended and restated in 2015, for awards made after January 1, 2016 (incorporated by reference to Exhibit 10.6 to UnitedHealth Group Incorporated’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2015)

Form of Agreement for Deferred Stock Unit Award to Non-Employee Directors under UnitedHealth Group Incorporated’s 2011 Stock Incentive Plan (incorporated by reference to Exhibit 10.6 to UnitedHealth Group Incorporated’s Current Report on Form 8-K filed on May 27, 2011)

Form of Agreement for Deferred Stock Unit Award to Non-Employee Directors under UnitedHealth Group Incorporated’s 2020 Stock Incentive Plan (incorporated by reference to Exhibit 10.11 to UnitedHealth Group Incorporated’s Annual Report on Form 10-K for the year ended December 31, 2021)

2 unchanged sentences

UnitedHealth Group Executive Savings Plan (2024 Statement) (incorporated by reference to Exhibit 10.31 to UnitedHealth Group Incorporated’s Annual Report on Form 10-K for the year ended December 31, 2023)

First Amendment of UnitedHealth Group Executive Savings Plan (2024 Statement)

Second Amendment of UnitedHealth Group Executive Savings Plan (2024 Statement)

Executive Long-Term Disability Program, dated as of January 1, 2021 (incorporated by reference to Exhibit 10.28 to UnitedHealth Group Incorporated’s Annual Report on Form 10-K for the year ended December 31, 2022)

Summary of Non-Management Director Compensation, effective as of October 1, 2022 (incorporated by reference to Exhibit 10.29 to UnitedHealth Group Incorporated’s Annual Report on Form 10-K for the year ended December 31, 2022)

Summary of Non-Management Director Compensation

UnitedHealth Group Directors’ Compensation Deferral Plan (2023 Statement) (incorporated by reference to Exhibit 10.30 to UnitedHealth Group Incorporated’s Annual Report on Form 10-K for the year ended December 31, 2022)

Avery Parent Holdings, Inc.

2020 Stock Option and Grant Plan (incorporated by reference to Exhibit 10.31 to UnitedHealth Group Incorporated’s Annual Report on Form 10-K for the year ended December 31, 2022)

Change Healthcare Inc.

2019 Omnibus Incentive Plan (incorporated by reference to Exhibit 4.3 to UnitedHealth Group Incorporated’s Registration Statement on Form S-8, SEC File Number 333-267716, filed on October 3, 2022)

Amended and Restated HCIT Holdings, Inc.

2009 Equity Incentive Plan (incorporated by reference to Exhibit 4.4 to UnitedHealth Group Incorporated’s Registration Statement on Form S-8, SEC File Number 333-267716, filed on October 3, 2022)

Audax Health Solutions, Inc.

2010 Equity Incentive Plan, as amended (incorporated by reference to Exhibit 4.4 to UnitedHealth Group Incorporated’s Post-Effective Amendment No.

1 to Registration Statement on Form S-8, SEC File Number 333-205826, filed on February 15, 2017)

Surgical Care Affiliates, Inc.

2016 Omnibus Long-Term Incentive Plan (incorporated by reference to Exhibit 4.3 to UnitedHealth Group Incorporated’s Post-Effective Amendment No.

1 on Form S-8 to Registration Statement on Form S-4, SEC File Number 333-216153, filed on March 27, 2017)

Surgical Care Affiliates, Inc.

2013 Omnibus Long-Term Incentive Plan (incorporated by reference to Exhibit 4.4 to UnitedHealth Group Incorporated’s Post-Effective Amendment No.

1 on Form S-8 to Registration Statement on Form S-4, SEC File Number 333-216153, filed on March 27, 2017)

Surgical Care Affiliates, Inc.

Management Equity Incentive Plan (incorporated by reference to Exhibit 4.5 to UnitedHealth Group Incorporated’s Post-Effective Amendment No.

1 on Form S-8 to Registration Statement on Form S-4, SEC File Number 333-216153, filed on March 27, 2017)

Surgical Care Affiliates, Inc.

Directors and Consultants Equity Incentive Plan (incorporated by reference to Exhibit 4.6 to UnitedHealth Group Incorporated’s Post-Effective Amendment No.

1 on Form S-8 to Registration Statement on Form S-4, SEC File Number 333-216153, filed on March 27, 2017)

The Advisory Board Company Amended and Restated 2009 Stock Incentive Plan (incorporated by reference to Exhibit 10.1 to The Advisory Board Company’s Current Report on Form 8-K filed on June 15, 2015)

The Advisory Board Company 2005 Stock Incentive Plan (incorporated by reference to Exhibit 10.1 to The Advisory Board Company’s Current Report on Form 8-K filed on November 17, 2005)

Amended and Restated Employment Agreement, effective as of June 7, 2016, between United HealthCare Services, Inc.

1 unchanged sentence

Amended and Restated Employment Agreement, dated February 3, 2021, between the Company and Andrew P Witty (incorporated by reference to Exhibit 5.02 to UnitedHealth Group Incorporated’s Current Report on Form 8-K filed on February 8, 2021)

Amended and Restated Employment Agreement, effective as of February 12, 2018, between United HealthCare Services, Inc.

Thompson (incorporated by reference to Exhibit 10.38 to UnitedHealth Group Incorporated’s Annual Report on Form 10-K for the year ended December 31, 2021)

Employment Agreement, effective as of May 12, 2025, between United HealthCare Services, Inc.

and Stephen Hemsley (incorporated by reference to Exhibit 10.1 to UnitedHealth Group Incorporated’s Quarterly Report on Form 10-Q filed on August 11, 2025)

Employment Agreement, effective as of September 2, 2025, between United HealthCare Services, Inc.

and Wayne DeVeydt (incorporated by reference to Exhibit 10.1 to UnitedHealth Group Incorporated’s Current Report on Form 8-K filed on July 31, 2025)

Amended and Restated Employment Agreement, effective as of May 6, 2025, between United HealthCare Services, Inc.

and Patrick Conway

Employment Agreement, effective as of February 23, 2014, between United HealthCare Services, Inc.

and Timothy Noel

Amendment to Employment Agreement, effective as of January 22, 2025, between United HealthCare Services, Inc.

and Timothy Noel

Amended and Restated Employment Agreement, effective as of April 1, 2024, between United HealthCare Services, Inc.

and Heather Cianfrocco

Employment Agreement, effective as of January 9, 2017, between United HealthCare Services, Inc.

and Erin McSweeney

Amendment to Employment Agreement, effective as of March 1, 2021, between United HealthCare Services, Inc.

and Erin McSweeney

and Heather Cianfrocco ( incorporated by reference to Exhibit 10.4 5 to UnitedHealth Group Incorporated’s Annual Report on Form 10-K filed on February 27, 2025)

Amended and Restated Employment Agreement, effective as of June 4, 2024, between United HealthCare Services, Inc.

and Christopher Zaetta

Insider Trading Policy

and Christopher Zaetta (incorporated by reference to Exhibit 10.48 to UnitedHealth Group Incorporated’s Annual Report on Form 10-K filed on February 27, 2025)

Insider Trading Policy (incorporated by reference to Exhibit 19.1 to U nitedHealth Group Incorporated ’ s Annual Report on F orm 10-K for the year ended Dec ember 31, 2024)

Subsidiaries of UnitedHealth Group Incorporated

20 unchanged sentences

Opinion on the Financial Statement Schedule

We have audited the consolidated financial statements of UnitedHealth Group Incorporated and Subsidiaries (the “Company”) as of December 31, 2024 and 2023, and for each of the three years in the period ended December 31, 2024, and the Company’s internal control over financial reporting as of December 31, 2024, and have issued our reports thereon dated February 27, 2025;

We have audited the consolidated financial statements of UnitedHealth Group Incorporated and Subsidiaries (the “Company”) as of December 31, 2025 and 2024, and for each of the three years in the period ended December 31, 2025, and the Company’s internal control over financial reporting as of December 31, 2025, and have issued our reports thereon dated March 2, 2026;

such reports are included elsewhere in this Form 10-K.

5 unchanged sentences

Minneapolis, Minnesota

February 27, 2025

March 2, 2026

Condensed Financial Information of Registrant

16 unchanged sentences

$ 2,812 $ 1,501

Intercompany payable, net 10,236 679

Short-term notes payable to subsidiaries 2,503 2,016

11 unchanged sentences

906 and 915 issued and outstanding

Additional paid-in capital 559 —

Retained earnings 95,603 96,036

21 unchanged sentences

Net earnings 12,056 14,405 22,381

Other comprehensive income (loss) 3,640 1,366 ( 3,009 )

Other comprehensive income 1,326 3,640 1,366

Comprehensive income $ 13,382 $ 18,045 $ 23,747

21 unchanged sentences

Cash dividends paid ( 7,916 ) ( 7,533 ) ( 6,761 )

(Repayments of) proceeds from short-term borrowings, net ( 151 ) 11 732

Proceeds from (repayments of) short-term borrowings, net 807 ( 151 ) 11

Proceeds from issuance of long-term debt 2,969 17,811 6,394

4 unchanged sentences

Other, net ( 342 ) ( 390 ) ( 702 )

Cash flows from (used for) financing activities 5,985 ( 8,642 ) 718

(Decrease) increase in cash and cash equivalents ( 542 ) 510 ( 1,901 )

Cash flows (used for) from financing activities ( 7,885 ) 5,985 ( 8,642 )

Increase (decrease) in cash and cash equivalents 69 ( 542 ) 510

Cash and cash equivalents, beginning of period 234 776 266

14 unchanged sentences

UnitedHealth Group’s investment in subsidiaries is stated at cost plus equity in undistributed earnings of subsidiaries.

Dividends and Capital Distributions.

Dividends, Capital Distributions and Contributions.

Cash dividends received from subsidiaries and included in Cash Flows from Operating Activities in the Condensed Statements of Cash Flows were $ 6.8 billion, $ 19.3 billion and $ 18.5 billion in 2025, 2024 and 2023, respectively.

Additionally, $ 21 million, $ 639 million and $ 1.4 billion in cash were received as a return of capital to the parent company during 2024, 2023 and 2022, respectively.

The parent company received $ 901 million, $ 21 million and $ 639 million in cash as a return of capital during 2025, 2024 and 2023, respectively.

Cash contributions to the parent company’s subsidiaries were $ 6.8 billion and $ 2.5 billion in 2025 and 2023, respectively, with no cash contributions in 2024.

Additionally, in 2025, the parent company made $ 5.1 billion of non-cash contributions in the form of intercompany receivables to its subsidiaries.

Short-Term Borrowings and Long-Term Debt

Discussion of short-term borrowings and long-term debt can be found in Note 8 of the Notes to the Consolidated Financial Statements included in Part II, Item 8, “Financial Statements and Supplementary Data.” Long-term debt obligations of the parent company do not include other financing obligations at subsidiaries which totaled $ 0.7 billion and $ 1.1 billion at December 31, 2024 and 2023.

Discussion of short-term borrowings and long-term debt can be found in Note 8 of the Notes to the Consolidated Financial Statements included in Part II, Item 8, “Financial Statements and Supplementary Data.” Long-term debt obligations of the parent company do not include other financing obligations at subsidiaries which totaled $ 708 million and $ 724 million at December 31, 2025 and 2024, respectively.

Maturities of short-term borrowings and long-term debt for the years ending December 31 are as follows:

2 unchanged sentences

UnitedHealth Group’s parent company had short-term notes payable to subsidiaries of $ 2.5 billion and $ 2.0 billion as of December 31, 2025 and 2024, respectively, which included on-demand features.

UnitedHealth Group’s parent company had long-term notes payable to subsidiaries of $ 14.4 billion as of December 31, 2024.

UnitedHealth Group’s parent company had long-term notes payable to subsidiaries of $ 21.7 billion and $ 14.4 billion as of December 31, 2025 and 2024, respectively.

For the year ended December 31, 2025, the Company converted $ 2.9 billion of short-term intercompany payables to long-term notes payables.

Commitments and Contingencies

5 unchanged sentences

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

February 27, 2025

March 2, 2026

UNITEDHEALTH GROUP INCORPORATED

By /s/ A NDREW W ITTY

By /s/ S TEPHEN H EMSLEY

Stephen Hemsley

Chief Executive Officer

1 unchanged sentence

Signature Title Date

/s/ A NDREW W ITTY

Director and Chief Executive Officer

(principal executive officer) February 27, 2025

/s/ J OHN R EX

President and Chief Financial Officer

(principal financial officer) February 27, 2025

/s/ S TEPHEN H EMSLEY

Chair and Chief Executive Officer

(principal executive officer) March 2, 2026

Stephen Hemsley

/s/ W AYNE D E V EYDT

Chief Financial Officer

(principal financial officer) March 2, 2026

Wayne DeVeydt

/s/ T HOMAS R OOS

1 unchanged sentence

Chief Accounting Officer

(principal accounting officer) February 27, 2025

* Director February 27, 2025

(principal accounting officer) March 2, 2026

* Director March 2, 2026

Charles Baker

* Director February 27, 2025

* Director March 2, 2026

Timothy Flynn

* Director February 27, 2025

Stephen Hemsley

* Director February 27, 2025

* Director March 2, 2026

Scott Gottlieb, M.D.

* Director March 2, 2026

Michele Hooper

* Director February 27, 2025

* Director March 2, 2026

William McNabb III

* Director February 27, 2025

* Director March 2, 2026

Valerie Montgomery Rice, M.D.

* Director February 27, 2025

* Director March 2, 2026

John Noseworthy, M.D.

3 unchanged sentences

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 9A. Controls and Procedures