UNITEDHEALTH GROUP INC 10-Q

ITEM 1. FINANCIAL STATEMENTS UnitedHealth Group Condensed Consolidated Balance Sheets (Unaudited) (in millions, except per share data) March 31, 2026 December 31, 2025 Assets Current assets: Cash and cash equivalents $ 28,001 $ 24,365 Short-term investments 3,228 3,756 Accounts receivable, net 26,587 23,018 Other current receivables, net 24,588 29,697 Prepaid expenses and other current assets 8,723 9,746 Total current assets 91,127 90,582 Long-term investments 56,788 54,251 Property, equipment and capitalized software, net 10,667 10,762 Goodwill 110,512 110,499 Other intangible assets, net 20,093 20,474 Other assets 23,457 23,013 Total assets $ 312,644 $ 309,581 Liabilities, redeemable noncontrolling interests and equity Current liabilities: Medical costs payable $ 39,659 $ 39,337 Accounts payable and accrued liabilities 38,631 38,032 Short-term borrowings and current maturities of long-term debt 6,477 6,069 Unearned revenues 3,419 3,413 Other current liabilities 25,938 28,046 Total current liabilities 114,124 114,897 Long-term debt, less current maturities 71,440 72,320 Deferred income taxes 2,864 2,421 Other liabilities 18,897 18,245 Total liabilities 207,325 207,883 Commitments and contingencies (Note 7 ) Redeemable noncontrolling interests 1,424 1,608 Equity: Preferred stock, $ 0.001 par value - 10 shares authorized; no shares issued or outstanding — — Common stock, $ 0.01 par value - 3,000 shares authorized; 908 and 906 issued and outstanding 9 9 Additional paid-in capital 556 559 Retained earnings 99,878 95,603 Accumulated other comprehensive loss ( 2,562 ) ( 2,061 ) Nonredeemable noncontrolling interests 6,014 5,980 Total equity 103,895 100,090 Total liabilities, redeemable noncontrolling interests and equity $ 312,644 $ 309,581 See Notes to the Condensed Consolidated Financial Statements 1 Table of Contents UnitedHealth Group Condensed Consolidated Statements of Operations (Unaudited) Three Months Ended March 31, (in millions, except per share data) 2026 2025 Revenues: Premiums $ 87,561 $ 86,534 Products 13,250 13,036 Services 9,779 8,972 Investment and other income 1,131 1,033 Total revenues 111,721 109,575 Operating costs: Medical costs 73,489 73,411 Operating costs 15,390 13,594 Cost of products sold 12,823 12,390 Depreciation and amortization 1,029 1,061 Total operating costs 102,731 100,456 Earnings from operations 8,990 9,119 Interest expense ( 955 ) ( 998 ) Loss on sale of subsidiary and subsidiaries held for sale ( 72 ) ( 15 ) Earnings before income taxes 7,963 8,106 Provision for income taxes ( 1,482 ) ( 1,632 ) Net earnings 6,481 6,474 Earnings attributable to noncontrolling interests ( 201 ) ( 182 ) Net earnings attributable to UnitedHealth Group common shareholders $ 6,280 $ 6,292 Earnings per share attributable to UnitedHealth Group common shareholders: Basic $ 6.92 $ 6.90 Diluted $ 6.90 $ 6.85 Basic weighted-average number of common shares outstanding 908 912 Dilutive effect of common share equivalents 2 6 Diluted weighted-average number of common shares outstanding 910 918 Anti-dilutive shares excluded from the calculation of dilutive effect of common share equivalents 18 6 See Notes to the Condensed Consolidated Financial Statements 2 Table of Contents UnitedHealth Group Condensed Consolidated Statements of Comprehensive Income (Unaudited) Three Months Ended March 31, (in millions) 2026 2025 Net earnings $ 6,481 $ 6,474 Other comprehensive (loss) income: Gross unrealized (losses) gains on investment securities during the period ( 370 ) 521 Income tax effect 84 ( 119 ) Total unrealized (losses) gains, net of tax ( 286 ) 402 Gross reclassification adjustment for net realized losses (gains) included in net earnings 5 ( 10 ) Income tax effect ( 1 ) 2 Total reclassification adjustment, net of tax 4 ( 8 ) Foreign currency translation (losses) gains ( 59 ) 88 Reclassification adjustment for translation gains included in net earnings ( 160 ) — Total foreign currency translation (losses) gains ( 219 ) 88 Other comprehensive (loss) income ( 501 ) 482 Comprehensive income 5,980 6,956 Comprehensive income attributable to noncontrolling interests ( 201 ) ( 182 ) Comprehensive income attributable to UnitedHealth Group common shareholders $ 5,779 $ 6,774 See Notes to the Condensed Consolidated Financial Statements 3 Table of Contents UnitedHealth Group Condensed Consolidated Statements of Changes in Equity (Unaudited) Common Stock Additional Paid-In Capital Retained Earnings Accumulated Other Comprehensive Loss Nonredeemable Noncontrolling Interests Total Equity Three months ended March 31, (in millions) Shares Amount Net Unrealized (Losses) Gains on Investments Foreign Currency Translation (Losses) Gains Balance at January 1, 2026 906 $ 9 $ 559 $ 95,603 $ ( 1,078 ) $ ( 983 ) $ 5,980 $ 100,090 Net earnings 6,280 167 6,447 Other comprehensive loss ( 282 ) ( 219 ) ( 501 ) Issuances of common stock, and related tax effects 2 — 89 89 Share-based compensation 353 353 Common share repurchases — — ( 496 ) ( 496 ) Cash dividends paid on common shares ($ 2.21 per share) ( 2,005 ) ( 2,005 ) Redeemable noncontrolling interests fair value and other adjustments 51 51 Acquisition and other adjustments of nonredeemable noncontrolling interests 31 31 Distribution to nonredeemable noncontrolling interests ( 164 ) ( 164 ) Balance at March 31, 2026 908 $ 9 $ 556 $ 99,878 $ ( 1,360 ) $ ( 1,202 ) $ 6,014 $ 103,895 Balance at January 1, 2025 915 $ 9 $ — $ 96,036 $ ( 2,226 ) $ ( 1,161 ) $ 5,610 $ 98,268 Net earnings 6,292 148 6,440 Other comprehensive income 394 88 482 Issuances of common stock, and related tax effects 1 — 183 183 Share-based compensation 362 362 Common share repurchases ( 6 ) — ( 540 ) ( 2,482 ) ( 3,022 ) Cash dividends paid on common shares ($ 2.10 per share) ( 1,912 ) ( 1,912 ) Redeemable noncontrolling interests fair value and other adjustments ( 5 ) ( 5 ) Acquisition and other adjustments of nonredeemable noncontrolling interests 194 194 Distribution to nonredeemable noncontrolling interests ( 179 ) ( 179 ) Balance at March 31, 2025 910 $ 9 $ — $ 97,934 $ ( 1,832 ) $ ( 1,073 ) $ 5,773 $ 100,811 See Notes to the Condensed Consolidated Financial Statements 4 Table of Contents UnitedHealth Group Condensed Consolidated Statements of Cash Flows (Unaudited) Three Months Ended March 31, (in millions) 2026 2025 Operating activities Net earnings $ 6,481 $ 6,474 Noncash items: Depreciation and amortization 1,029 1,061 Deferred income taxes 540 64 Share-based compensation 348 375 Loss on sale of subsidiary and subsidiaries held for sale 72 15 Other, net ( 304 ) 97 Net change in other operating items, net of effects from acquisitions and dispositions: Accounts receivable ( 3,544 ) ( 4,462 ) Other assets 2,919 ( 544 ) Medical costs payable 296 2,993 Accounts payable and other liabilities 1,055 ( 607 ) Unearned revenues 20 ( 10 ) Cash flows from operating activities 8,912 5,456 Investing activities Purchases of investments ( 6,515 ) ( 4,135 ) Sales of investments 1,878 3,185 Maturities of investments 2,285 2,167 Cash paid for acquisitions and other transactions, net of cash assumed — ( 702 ) Purchases of property, equipment and capitalized software ( 763 ) ( 898 ) Repayments of care provider loans - cyberattack 82 891 Originations and purchases of loans ( 1,215 ) ( 833 ) Repayments and maturities of loans 699 254 Cash received from dispositions and other strategic transactions, net 1,081 21 Other, net 21 ( 24 ) Cash flows used for investing activities ( 2,447 ) ( 74 ) Financing activities Common share repurchases — ( 3,000 ) Cash dividends paid ( 2,005 ) ( 1,912 ) Proceeds from common stock issuances 231 360 Repayments of long-term debt ( 1,500 ) — Proceeds from short-term borrowings, net 1,100 3,911 Customer funds administered 600 1,245 Other, net ( 1,418 ) ( 505 ) Cash flows (used for) from financing activities ( 2,992 ) 99 Effect of exchange rate changes on cash and cash equivalents ( 7 ) 15 Increase in cash and cash equivalents, including cash within businesses held for sale 3,466 5,496 Less: net change in cash within businesses held for sale 170 ( 91 ) Net increase in cash and cash equivalents 3,636 5,405 Cash and cash equivalents, beginning of period 24,365 25,312 Cash and cash equivalents, end of period $ 28,001 $ 30,717 See Notes to the Condensed Consolidated Financial Statements 5 Table of Contents UnitedHealth Group Notes to the Condensed Consolidated Financial Statements (Unaudited) 1. Basis of Presentation UnitedHealth Group Incorporated (individually and together with its subsidiaries, “UnitedHealth Group” and the “Company”) is a health care and well-being company with a mission to help people live healthier lives and help make the health system work better for everyone. The Company’s two distinct, yet complementary businesses — Optum and UnitedHealthcare — are working to help build a modern, high-performing health system through improved access, affordability, outcomes and experiences for the individuals and organizations the Company is privileged to serve. The Company has prepared the Condensed Consolidated Financial Statements according to U.S. Generally Accepted Accounting Principles (GAAP) and has included the accounts of UnitedHealth Group and its subsidiaries, including variable interest entities. Intercompany accounts and transactions have been eliminated. The year-end condensed consolidated balance sheet was derived from audited financial statements, but does not include all disclosures required by GAAP. In accordance with the rules and regulations of the U.S. Securities and Exchange Commission (SEC), the Company has omitted certain footnote disclosures that would substantially duplicate the disclosures contained in its annual audited Consolidated Financial Statements. Therefore, these Condensed Consolidated Financial Statements should be read together with the Consolidated Financial Statements and the Notes included in Part II, Item 8, “Financial Statements and Supplementary Data” in the Company’s Annual Report on Form 10-K for the year ended December 31, 2025 as filed with the SEC (2025 10-K). The accompanying Condensed Consolidated Financial Statements include all normal recurring adjustments necessary to present the interim financial statements fairly. Use of Estimates These Condensed Consolidated Financial Statements include certain amounts based on the Company’s best estimates and judgments. The Company’s most significant estimates relate to estimates and judgments for medical costs payable and goodwill. Certain of these estimates require the application of complex assumptions and judgments, often because they involve matters that are inherently uncertain and will likely change in subsequent periods. The impact of any change in estimates is included in earnings in the period in which the estimate is adjusted. Revenues - Products and Services As of March 31, 2026 and December 31, 2025, accounts receivable related to products and services were $ 9.3 billion and $ 9.7 billion, respectively. As of March 31, 2026, revenue expected to be recognized in any future year related to remaining performance obligations, excluding revenue pertaining to contracts having an original expected duration of one year or less, contracts where revenue is recognized as invoiced and contracts with variable consideration related to undelivered performance obligations, was $ 11.0 billion, of which approximately half is expected to be recognized in the next three years . Receivables Financing Facility The Company has a $ 3.3 billion 364-day uncommitted receivables financing facility under which certain receivables may be sold to financial institutions. During the three months ended March 31, 2026, the Company sold $ 585 million of receivables under the receivables financing facility, of which $ 245 million has been collected from counterparties and not yet remitted to financial institutions. During the three months ended March 31, 2026, the Company also remitted $ 2.0 billion to financial institutions related to receivables sold in 2025. This was comprised of $ 1.0 billion collected but not remitted in 2025 and an additional $ 1.0 billion collected in 2026. The loss on discounted receivables was immaterial for the three months ended March 31, 2026. Net Portfolio Divestitures and Restructuring and Other Actions Net Portfolio Divestitures In the fourth quarter of 2025, the Company took various actions as a result of a strategic review of its assets and businesses aimed at advancing and scaling its core operations, including the value-based care business at Optum Health. In the first quarter of 2026, these actions resulted in a net gain of $ 230 million, reflecting gains on the sales of businesses previously held for sale as of December 31, 2025, partially offset by incremental losses on other businesses held for sale. By segment, this included gains of $ 528 million and $ 8 million at Optum Insight and Optum Rx, respectively, partially offset by a net loss of $ 306 million at Optum Health. Gains and losses on portfolio actions were recorded within operating costs on the Condensed Consolidated Statements of Operations. 6 Table of Contents Restructuring and Other Actions In the first quarter of 2026, restructuring and other items included a $ 400 million contribution to the United Health Foundation funded by the cash gain on the disposition of an Optum Insight business. This was partially offset by a $ 137 million reduction of loss contract reserves established in the fourth quarter of 2025 and $ 59 million of net valuation gains on equity securities. Restructuring and other actions resulted in an impact of $ 339 million at Optum Insight, partially offset by $ 135 million at Optum Health. These items increased operating costs by $ 415 million, partially offset by an increase to investment and other income of $ 74 million and decreased medical costs of $ 137 million on the Condensed Consolidated Statements of Operations. 2. Investments A summary of debt securities by major security type is as follows: (in millions) Amortized Cost Gross Unrealized Gains Gross Unrealized Losses Fair Value March 31, 2026 Debt securities - available-for-sale: U.S. government and agency obligations $ 3,605 $ — $ ( 168 ) $ 3,437 State and municipal obligations 6,027 14 ( 262 ) 5,779 Corporate obligations 28,157 80 ( 699 ) 27,538 U.S. agency mortgage-backed securities 10,901 17 ( 643 ) 10,275 Non-U.S. agency mortgage-backed securities 3,177 5 ( 105 ) 3,077 Total debt securities - available-for-sale 51,867 116 ( 1,877 ) 50,106 Debt securities - held-to-maturity: U.S. government and agency obligations 445 1 ( 1 ) 445 State and municipal obligations 26 — ( 3 ) 23 Corporate obligations 3 — — 3 Total debt securities - held-to-maturity 474 1 ( 4 ) 471 Total debt securities $ 52,341 $ 117 $ ( 1,881 ) $ 50,577 December 31, 2025 Debt securities - available-for-sale: U.S. government and agency obligations $ 4,086 $ 2 $ ( 156 ) $ 3,932 State and municipal obligations 6,533 24 ( 232 ) 6,325 Corporate obligations 25,927 159 ( 540 ) 25,546 U.S. agency mortgage-backed securities 10,284 33 ( 598 ) 9,719 Non-U.S. agency mortgage-backed securities 2,748 11 ( 99 ) 2,660 Total debt securities - available-for-sale 49,578 229 ( 1,625 ) 48,182 Debt securities - held-to-maturity: U.S. government and agency obligations 461 2 ( 1 ) 462 State and municipal obligations 26 — ( 2 ) 24 Corporate obligations 3 — — 3 Total debt securities - held-to-maturity 490 2 ( 3 ) 489 Total debt securities $ 50,068 $ 231 $ ( 1,628 ) $ 48,671 The Company held $ 5.5 billion of equity securities as of March 31, 2026 and December 31, 2025. The Company’s investments in equity securities primarily consist of venture investments and employee savings plan related investments. The carrying values of equity securities held at fair value on a non-recurring basis were $ 3.5 billion and $ 3.3 billion, including cumulative net unrealized gains of $ 933 million and $ 846 million, as of March 31, 2026 and December 31, 2025, respectively. Additionally, the Company’s investments included $ 3.9 billion and $ 3.8 billion of equity method investments primarily in operating businesses in the health care sector as of March 31, 2026 and December 31, 2025, respectively. The allowance for credit losses on held-to-maturity securities at March 31, 2026 and December 31, 2025 was not material. 7 Table of Contents The amortized cost and fair value of debt securities as of March 31, 2026, by contractual maturity, were as follows: Available-for-Sale Held-to-Maturity (in millions) Amortized Cost Fair Value Amortized Cost Fair Value Due in one year or less $ 3,334 $ 3,316 $ 267 $ 268 Due after one year through five years 14,106 13,770 186 185 Due after five years through ten years 12,664 12,254 4 4 Due after ten years 7,685 7,414 17 14 U.S. agency mortgage-backed securities 10,901 10,275 — — Non-U.S. agency mortgage-backed securities 3,177 3,077 — — Total debt securities $ 51,867 $ 50,106 $ 474 $ 471 The fair value of available-for-sale debt securities with gross unrealized losses by major security type and length of time that individual securities have been in a continuous unrealized loss position were as follows: Less Than 12 Months 12 Months or Greater Total (in millions) Fair Value Gross Unrealized Losses Fair Value Gross Unrealized Losses Fair Value Gross Unrealized Losses March 31, 2026 U.S. government and agency obligations $ 1,076 $ ( 10 ) 1,959 $ ( 158 ) $ 3,035 $ ( 168 ) State and municipal obligations 1,402 ( 27 ) 3,418 ( 235 ) 4,820 ( 262 ) Corporate obligations 11,495 ( 130 ) 9,010 ( 569 ) 20,505 ( 699 ) U.S. agency mortgage-backed securities 3,295 ( 44 ) 5,195 ( 599 ) 8,490 ( 643 ) Non-U.S. agency mortgage-backed securities 1,007 ( 6 ) 1,286 ( 99 ) 2,293 ( 105 ) Total debt securities - available-for-sale $ 18,275 $ ( 217 ) $ 20,868 $ ( 1,660 ) $ 39,143 $ ( 1,877 ) December 31, 2025 U.S. government and agency obligations $ 500 $ ( 4 ) $ 2,339 $ ( 152 ) $ 2,839 $ ( 156 ) State and municipal obligations 523 ( 8 ) 4,342 ( 224 ) 4,865 ( 232 ) Corporate obligations 2,661 ( 16 ) 10,399 ( 524 ) 13,060 ( 540 ) U.S. agency mortgage-backed securities 346 ( 1 ) 6,665 ( 597 ) 7,011 ( 598 ) Non-U.S. agency mortgage-backed securities 184 ( 1 ) 1,355 ( 98 ) 1,539 ( 99 ) Total debt securities - available-for-sale $ 4,214 $ ( 30 ) $ 25,100 $ ( 1,595 ) $ 29,314 $ ( 1,625 ) The Company’s unrealized losses from debt securities as of March 31, 2026 were generated from approximately 31,000 positions out of a total of 42,000 positions. The Company believes that it will timely collect the principal and interest due on its debt securities that have an amortized cost in excess of fair value. The unrealized losses were primarily caused by interest rate increases and not by unfavorable changes in the credit quality associated with these securities which impacted the Company’s assessment on collectability of principal and interest. At each reporting period, the Company evaluates available-for-sale debt securities for any credit-related impairment when the fair value of the investment is less than its amortized cost. The Company evaluated the expected cash flows, the underlying credit quality and credit ratings of the issuers, noting no significant credit deterioration since purchase. As of March 31, 2026, the Company did not have the intent to sell any of the available-for-sale debt securities in an unrealized loss position. Therefore, the Company believes these losses to be temporary. The allowance for credit losses on available-for-sale debt securities at March 31, 2026 and December 31, 2025 was not material. 8 Table of Contents 3. Fair Value Certain assets and liabilities are measured at fair value in the Condensed Consolidated Financial Statements or have fair values disclosed in the Notes to the Condensed Consolidated Financial Statements. These assets and liabilities are classified into one of three levels of a hierarchy defined by GAAP. For a description of the methods and assumptions that are used to estimate the fair value and determine the fair value hierarchy classification of each class of financial instrument, see Note 4 of Notes to the Consolidated Financial Statements included in Part II, Item 8, “Financial Statements and Supplementary Data” in the 2025 10-K. The following table presents a summary of fair value measurements by level and carrying values for items measured at fair value on a recurring basis in the Condensed Consolidated Balance Sheets: (in millions) Quoted Prices in Active Markets (Level 1) Other Observable Inputs (Level 2) Unobservable Inputs (Level 3) Total Fair and Carrying Value March 31, 2026 Cash and cash equivalents $ 21,576 $ 6,425 $ — $ 28,001 Debt securities - available-for-sale: U.S. government and agency obligations 3,261 176 — 3,437 State and municipal obligations — 5,779 — 5,779 Corporate obligations — 27,105 433 27,538 U.S. agency mortgage-backed securities — 10,275 — 10,275 Non-U.S. agency mortgage-backed securities — 3,077 — 3,077 Total debt securities - available-for-sale 3,261 46,412 433 50,106 Equity securities 1,890 22 65 1,977 Loan receivables — — 880 880 Total assets at fair value $ 26,727 $ 52,859 $ 1,378 $ 80,964 Percentage of total assets at fair value 33 % 65 % 2 % 100 % December 31, 2025 Cash and cash equivalents $ 19,848 $ 4,517 $ — $ 24,365 Debt securities - available-for-sale: U.S. government and agency obligations 3,778 154 — 3,932 State and municipal obligations — 6,325 — 6,325 Corporate obligations — 25,123 423 25,546 U.S. agency mortgage-backed securities — 9,719 — 9,719 Non-U.S. agency mortgage-backed securities — 2,660 — 2,660 Total debt securities - available-for-sale 3,778 43,981 423 48,182 Equity securities 2,083 20 67 2,170 Loan receivables — — 882 882 Total assets at fair value $ 25,709 $ 48,518 $ 1,372 $ 75,599 Percentage of total assets at fair value 34 % 64 % 2 % 100 % There were no transfers in or out of Level 3 financial assets or liabilities during the three months ended March 31, 2026 or 2025. 9 Table of Contents The following table presents a summary of fair value measurements by level and carrying values for certain financial instruments not measured at fair value on a recurring basis in the Condensed Consolidated Balance Sheets: (in millions) Quoted Prices in Active Markets (Level 1) Other Observable Inputs (Level 2) Unobservable Inputs (Level 3) Total Fair Value Total Carrying Value March 31, 2026 Debt securities - held-to-maturity $ 447 $ 24 $ — $ 471 $ 474 Loan receivables — 1,750 7,484 9,234 9,415 Long-term debt and other financing obligations — 69,323 — 69,323 74,537 December 31, 2025 Debt securities - held-to-maturity $ 463 $ 26 $ — $ 489 $ 490 Loan receivables — 1,700 6,923 8,623 8,860 Long-term debt and other financing obligations — 72,143 — 72,143 76,140 Nonfinancial assets and liabilities or financial assets and liabilities that are measured at fair value on a nonrecurring basis are subject to fair value adjustments only in certain circumstances, such as when the Company records an impairment. The assets and liabilities within businesses held for sale as of March 31, 2026 were measured at the lower of carrying value or fair value less cost to sell. Fair value is measured based upon unobservable amounts, such as estimated selling price derived from Company-specific information, market conditions and third-party indications. There were no significant fair value adjustments for assets and liabilities recorded during the three months ended March 31, 2026 or 2025. 4. Medical Costs Payable The following table shows the components of the change in medical costs payable for the three months ended March 31: (in millions) 2026 2025 Medical costs payable, beginning of period $ 39,337 $ 34,224 Reported medical costs: Current year 74,726 73,731 Prior years ( 1,050 ) ( 320 ) Changes in premium deficiency and loss contract reserves ( 187 ) — Total reported medical costs 73,489 73,411 Medical payments: Payments for current year ( 44,021 ) ( 43,827 ) Payments for prior years ( 29,205 ) ( 26,669 ) Total medical payments ( 73,226 ) ( 70,496 ) Change in medical costs payable included within businesses held for sale 59 ( 3 ) Medical costs payable, end of period $ 39,659 $ 37,136 For the three months ended March 31, 2026, prior years’ medical cost reserve development was driven by a favorable respiratory illness season along with various other individually insignificant factors. For the three months ended March 31, 2025, prior years’ medical cost reserve development did not include any individually significant factors. Medical costs payable included reserves for claims incurred by consumers but not yet reported to the Company of $ 27.6 billion and $ 26.7 billion at March 31, 2026 and December 31, 2025, respectively. 5. Short-Term Borrowings and Long-Term Debt As of March 31, 2026, the Company had $ 3.4 billion of commercial paper outstanding, with a weighted-average annual interest rate of 3.7 %. For more information on the Company’s short-term borrowings, debt covenants and long-term debt, see Note 8 of Notes to the Consolidated Financial Statements included in Part II, Item 8, “Financial Statements and Supplementary Data” in the 2025 10-K. 10 Table of Contents 6. Shareholders’ Equity Dividends The following table provides details of the Company’s 2026 dividend payments: Payment Date Amount per Share Total Amount Paid (in millions) March 17 $ 2.21 $ 2,005 Forward Share Repurchase Contracts During the three months ended March 31, 2026, the Company entered into forward contracts with a counterparty to repurchase up to $ 2.0 billion of its common stock, with expected settlement on or before July 1, 2026. For completed contracts, a liability is established within other current liabilities on the Condensed Consolidated Balance Sheets with a corresponding reduction to additional paid-in-capital for the fair market value of the shares repurchased on the date the contract is completed. During the three months ended March 31, 2026, the counterparty completed the purchase of 1.7 million shares at an average price of $ 285.68 per share and the Company recorded a liability of $ 500 million at contract completion. The counterparty purchase periods for the remaining forward contracts will be completed in the second quarter of 2026. 7. Commitments and Contingencies Pending Acquisitions As of March 31, 2026, the Company had entered into agreements to acquire companies in the health care sector, subject to regulatory approval and customary closing conditions, the majority of which are expected to close in the second half of 2026. The total anticipated capital required for these acquisitions was approximately $ 3.0 billion. Legal Matters The Company is frequently made party to a variety of legal actions and regulatory inquiries, including class actions and suits brought by members, care providers, consumer advocacy organizations, customers, shareholders and regulators, relating to the Company’s businesses, including management and administration of health benefit plans and other services. These matters include medical malpractice, employment, intellectual property, antitrust, privacy and contract claims and claims related to health care benefits coverage and other business practices. The Company records liabilities for its estimates of probable costs resulting from these matters where appropriate. Estimates of costs resulting from legal and regulatory matters involving the Company are inherently difficult to predict, particularly where the matters: involve indeterminate claims for monetary damages or may involve fines, penalties or punitive damages; present novel legal theories or represent a shift in regulatory policy; involve a large number of claimants or regulatory bodies; are in the early stages of the proceedings; or could result in a change in business practices. Accordingly, the Company is often unable to estimate the losses or ranges of losses for those matters where there is a reasonable possibility or it is probable a loss may be incurred. Government Investigations, Audits and Reviews The Company has been involved or is currently involved in various governmental investigations, audits and reviews. These include routine, regular and special investigations, audits and reviews by the Centers for Medicare and Medicaid Services (CMS), state insurance and health and welfare departments, state attorneys general, the Office of the Inspector General (OIG), the Office of Personnel Management, the Office for Civil Rights, the Government Accountability Office, the Federal Trade Commission, U.S. Congressional committees, the U.S. Department of Justice (DOJ), the SEC, the Internal Revenue Service (IRS), the U.S. Drug Enforcement Administration, the U.S. Department of Labor, the Federal Deposit Insurance Corporation, the Consumer Financial Protection Bureau, the Defense Contract Audit Agency, the Food and Drug Administration and other governmental authorities. Similarly, the Company’s international businesses are also subject to investigations, audits and reviews by applicable foreign governments. The Company has also been responding to subpoenas, information requests and investigations from governmental entities. The Company can provide no assurance as to the scope and outcome of these matters and no assurance as to whether its business, financial condition or results of operations will be materially adversely affected. Certain of the Company’s businesses have been reviewed or are currently under review, including for, among other matters, compliance with coding and other requirements under the Medicare risk-adjustment model. CMS and OIG have selected certain of the Company’s local plans for risk adjustment data validation (RADV) audits to validate the coding practices of and supporting documentation maintained by health care providers and such audits may result in retrospective adjustments to payments made to the Company’s health plans. 11 Table of Contents On February 14, 2017, the DOJ announced its decision to pursue certain claims within a lawsuit initially asserted against the Company and filed under seal by a whistleblower in 2011. The whistleblower’s complaint, which was unsealed on February 15, 2017, alleges the Company made improper risk adjustment submissions and violated the False Claims Act. In March 2025, a Special Master appointed by the court issued a report recommending that the court enter summary judgment in the Company’s favor on all remaining claims. In April 2025, the DOJ filed a motion asking the court to reject the Special Master’s report. The Company cannot reasonably estimate the outcome which may result from this matter given its procedural status. Income Taxes - Internal Revenue Service Exams On March 6, 2026, we received Notices of Proposed Adjustment (“NOPAs”) from the IRS for transactions undertaken during the 2017 through 2020 tax years involving intercompany transfer pricing with a foreign subsidiary. The IRS is seeking to significantly increase taxable income for each of the applicable periods and could also seek similar adjustments for subsequent years after 2020. We disagree with the IRS’s proposed adjustments, believe that our tax positions are properly supported, and intend to vigorously contest the position taken by the IRS and pursue all available administrative and judicial remedies. As of March 31, 2026, the Company believes its reserves for uncertain tax positions are adequate based on current available information. For more information on the Company’s income taxes see Note 9 of Notes to the Consolidated Financial Statements included in Part II, Item 8, “Financial Statements and Supplementary Data” in the 2025 10-K. 8. Held for Sale and Dispositions In the fourth quarter of 2025, the Company entered into an agreement to sell its remaining South American operations, which is expected to close in the second half of 2026, subject to regulatory and other customary closing conditions. Losses related to this transaction are included within loss on sale of subsidiary and subsidiaries held for sale on the Condensed Consolidated Statements of Operations as they relate to the strategic exit of South American markets and include significant losses related to foreign currency translation effects. The Company initiated various other dispositions in the fourth quarter of 2025, which are classified as held for sale. Losses related to these actions are included within operating costs on the Condensed Consolidated Statements of Operations. The assets and liabilities of the held for sale disposal group as of March 31, 2026, were as follows: (in millions) South American Businesses Other Businesses Assets Cash and cash equivalents $ 244 $ 156 Accounts receivable and other current assets 758 213 Property, equipment and capitalized software 838 180 Goodwill 177 90 Other intangible assets 252 422 Other long-term assets 316 517 Remeasurement of assets of businesses held for sale to fair value less cost to sell (1) ( 1,595 ) ( 557 ) Total assets $ 990 $ 1,021 Liabilities Medical costs payable $ 225 $ 99 Accounts payable and other current liabilities 366 236 Other long-term liabilities 356 472 Total liabilities $ 947 $ 807 (1) Includes the effect of $ 927 million of cumulative foreign currency translation losses and $ 279 million of noncontrolling interests for the South American businesses held for sale. During the three months ended March 31, 2026, the Company completed dispositions of businesses that were classified as held for sale in the fourth quarter of 2025 for $ 1.1 billion of cash. The businesses held assets of $ 1.2 billion, liabilities of $ 442 million and had cumulative foreign currency translation gains of $ 160 million. As a result of the dispositions, the Company recorded a net gain of $ 211 million, which was included within operating costs on the Condensed Consolidated Statements of Operations, with a gain of $ 525 million at Optum Insight and an incremental loss of $ 314 million at Optum Health. The Company contributed $ 400 million of the proceeds from the disposition within Optum Insight to the United Health Foundation. 12 Table of Contents 9. Segment Financial Information The Company’s four reportable segments are UnitedHealthcare, Optum Health, Optum Insight and Optum Rx. For more information on the Company’s segments, see Part I, Item 1, “Business” and Note 14 of Notes to the Consolidated Financial Statements included in Part II, Item 8, “Financial Statements and Supplementary Data” in the 2025 10-K. 2026 Business Realignment On January 1, 2026, the Company realigned certain businesses to respond to changes in the markets it serves and the opportunities that are emerging as the health system evolves. Optum Financial, including Optum Bank, which was historically included in Optum Health is now included in Optum Insight. The Company’s reportable segments remain unchanged, with prior period segment financial information recast to conform to the 2026 presentation. The following tables present reportable segment financial information: Optum (in millions) UnitedHealthcare Optum Health (b) Optum Insight (b) Optum Rx Optum Eliminations (b) Optum Corporate and Eliminations Consolidated Three Months Ended March 31, 2026 Revenues - unaffiliated customers: Premiums $ 82,986 $ 4,575 $ — $ — $ — $ 4,575 $ — $ 87,561 Products — 57 45 13,148 — 13,250 — 13,250 Services 2,775 4,235 1,620 1,149 — 7,004 — 9,779 Total revenues - unaffiliated customers 85,761 8,867 1,665 14,297 — 24,829 — 110,590 Total revenues - affiliated customers — 14,998 3,118 21,398 ( 1,221 ) 38,293 ( 38,293 ) — Investment and other income 504 244 342 41 — 627 — 1,131 Total revenues $ 86,265 $ 24,109 $ 5,125 $ 35,736 $ ( 1,221 ) $ 63,749 $ ( 38,293 ) $ 111,721 Total operating costs (a) $ 80,571 $ 22,968 $ 4,162 $ 34,544 $ ( 1,221 ) $ 60,453 $ ( 38,293 ) $ 102,731 Earnings from operations $ 5,694 $ 1,141 $ 963 $ 1,192 $ — $ 3,296 $ — $ 8,990 Interest expense — — — — — — ( 955 ) ( 955 ) Loss on sale of subsidiary and subsidiaries held for sale ( 72 ) — — — — — — ( 72 ) Earnings before income taxes $ 5,622 $ 1,141 $ 963 $ 1,192 $ — $ 3,296 $ ( 955 ) $ 7,963 Total assets $ 129,027 $ 73,620 $ 63,099 $ 58,495 $ — $ 195,214 $ ( 11,597 ) $ 312,644 Purchases of property, equipment and capitalized software 204 184 306 69 — 559 — 763 Depreciation and Amortization 218 246 392 173 — 811 — 1,029 Three Months Ended March 31, 2025 Revenues - unaffiliated customers: Premiums $ 81,513 $ 5,021 $ — $ — $ — $ 5,021 $ — $ 86,534 Products — 65 44 12,927 — 13,036 — 13,036 Services 2,576 3,716 1,659 1,021 — 6,396 — 8,972 Total revenues - unaffiliated customers 84,089 8,802 1,703 13,948 — 24,453 — 108,542 Total revenues - affiliated customers — 15,810 3,091 21,137 ( 1,111 ) 38,927 ( 38,927 ) — Investment and other income 528 225 233 47 — 505 — 1,033 Total revenues $ 84,617 $ 24,837 $ 5,027 $ 35,132 $ ( 1,111 ) $ 63,885 $ ( 38,927 ) $ 109,575 Total operating costs (a) $ 79,391 $ 23,426 $ 3,863 $ 33,814 $ ( 1,111 ) $ 59,992 $ ( 38,927 ) $ 100,456 Earnings from operations $ 5,226 $ 1,411 $ 1,164 $ 1,318 $ — $ 3,893 $ — $ 9,119 Interest expense — — — — — — ( 998 ) ( 998 ) Loss on sale of subsidiary and subsidiaries held for sale ( 15 ) — — — — — — ( 15 ) Earnings before income taxes $ 5,211 $ 1,411 $ 1,164 $ 1,318 $ — $ 3,893 $ ( 998 ) $ 8,106 Total assets $ 131,902 $ 72,000 $ 60,192 $ 60,379 $ — $ 192,571 $ ( 14,683 ) $ 309,790 Purchases of property, equipment and capitalized software 196 264 353 85 — 702 — 898 Depreciation and Amortization 219 255 376 211 — 842 — 1,061 (a) Total operating costs include medical costs, operating costs, cost of products sold and depreciation and amortization, as applicable for each reportable segment. (b) Prior period amounts have been recast to reflect the realignment of Optum Financial. 13 Table of Contents