AI interpretation based on checked source excerpts. Issuer assertions and evidence limitations remain explicit.
Policy quality-scores-3: six equally weighted categories. The overall score requires full coverage. Missing inputs are not zero. Qualitative grades are sourced interpretations, not probabilities. 6/6 · 29/10/2026
Moat44
Equal-weight average of four evidence-backed rubric grades (0–4), scaled to 100.
structural advantage · 2/4 · Multiyear delivery and vendor integrations support limited switching friction. Pharmacy network breadth and discounted access demonstrate scale, but comparative costs and network effects are unproven. Insufficient local care presence directly limits a broader scale thesis.
durability · 2/4 · Extended delivery periods and disclosed remaining performance obligations support persistence. Backlog declined and includes anticipated renewals and affiliated agreements, preventing a strong conclusion about durable external demand.
customer dependency · 2/4 · Integration and service duration indirectly support technology customer dependency. Employer attrition and lower scripts across UnitedHealthcare and other customers show that dependency is uneven across the group. No migration-cost or renewal-rate measurement is supplied.
erosion resilience · 1/4 · The 2025 pricing failure and operating earnings decline, subsequent membership losses and insufficient local care density demonstrate fragility. September 2026 earnings recovery and Optum Insight revenue growth provide offsets but do not yet establish sustained resistance to erosion.
Pricing power38
Equal-weight average of four evidence-backed rubric grades (0–4), scaled to 100.
realized pricing · 2/4 · First-half revenue benefited from pricing despite fewer people served, and management attributes third-quarter UnitedHealthcare improvement partly to pricing discipline and benefit changes. Material 2025 underpricing and realized pricing-related contraction demonstrate mixed power rather than painless pass-through.
retention · 1/4 · Benefit and pricing actions caused Medicare Advantage contraction; third-quarter employer attrition and lower pharmacy scripts add realized demand weakness. First-half fee-based membership growth partly offsets this. These are indirect retention indicators, not measured churn, and some contraction reflects eligibility or exits.
margin resilience · 2/4 · Operating earnings fell 41% in 2025 before recovering through September 2026. First-half MCR improved to 85.3% from 87.1%, with favorable reserve development, pricing and cost management all contributing. Recovery demonstrates corrective capacity but cannot be attributed solely to pricing.
contractual freedom · 1/4 · Annual fixed premiums delay cost pass-through, while government funding and minimum medical loss ratios constrain economics. Benefit, network and supplemental premium adjustments provide some discretion. The voluntary exchange-profit rebate pledge further limits retained pricing benefits.
Predictability100
Financial-sector stability over 5 consecutive reported annual periods: equal weights for nondeclining revenue frequency, revenue-growth volatility (5–40pp), positive consolidated earnings frequency, and net-income/revenue margin volatility (3–20pp). Uses reported accounting scope; not industrial FCF or a growth forecast.
- Nondeclining revenue years (%)
- 100.00
- Revenue growth volatility (pp)
- 2.53
- positiveEarningsShare
- 100.00
- netMarginStdDev
- 1.47
- observedAnnualPeriods
- 5.00
Financial strength50
Qualitative insurance assessment: equal-weight average of four current evidence-backed grades (0–4), scaled to 100. Policy financial-industry-1; not an industrial ratio score or credit rating.
capital adequacy · 2/4 · December 2025 estimated aggregate statutory capital and surplus was $43.1 billion against approximately $23.2 billion necessary to satisfy regulatory requirements, supporting a disclosed aggregate cushion. Net capital infusions and agreements reducing requirements qualify that evidence. No RBC ratio is inferred; subsidiary distribution of capital and updated quantitative solvency are absent.
liquidity funding · 2/4 · Nine-month operating cash flow of $25.087 billion, first-half net debt repayment, revolving facilities and covenant compliance support funding capacity. March cash available for general corporate use was only $1.1 billion, subsidiary transfers are restricted, and several disclosed rating outlooks were negative. Cash timing benefits and missing facility amounts limit confidence.
asset liability risk · 2/4 · About 90% of medical claims settle within 90 days, and disclosed investment diversification and partial floating-rate matching mitigate some exposures. Favorable reserve development and an immaterial debt-security credit allowance are offsets to elevated claims costs, unrealized investment losses and increased provider-balance reserves. Full reserve adequacy and risk-transfer recoverability remain unestablished.
earnings resilience · 2/4 · The company remained profitable through the 2025 operating earnings decline and reported $15.874 billion of common-shareholder earnings for nine months of 2026 versus $12.046 billion. Recovery supports resilience, qualified by reserve-development benefits, medical-cost volatility and 44% CMS premium revenue concentration in 2025.
Capital allocation50
Qualitative insurance assessment: equal-weight average of four current evidence-backed grades (0–4), scaled to 100. Policy financial-industry-1; not an industrial ratio score or credit rating.
capital efficiency · 2/4 · Reported consolidated ROE was 12.8% in 2025 and annualized first-half 2026 ROE was 24.3%, using common-shareholder earnings over average shareholders' equity. The recovery is meaningful but volatile and partly aided by reserve development. This is a consolidated accounting return, not a statutory insurance-capital return.
distributions and buffers · 2/4 · First-half dividends of $4.092 billion and cash repurchases of $1.646 billion, plus the $2.0 billion forward settlement paid July 1, were below first-half common-shareholder earnings of $11.764 billion. Net debt repayment and the disclosed aggregate statutory cushion support restraint, but subsidiary capital support, transfer restrictions and absent updated subsidiary solvency constrain a stronger assessment.
dilution and cost · 2/4 · Nine-month diluted weighted-average shares declined to 906 million from 912 million, demonstrating net share-count reduction. Nine-month share-based compensation rose to $843 million from $795 million, while 2025 unrecognized compensation remained $1.333 billion. Repurchases and lower first-half interest expense are offsets, but financing costs persist and September debt-to-capital increased to 41.7% from 41.2% in June.
investment discipline · 2/4 · First-half cash deployment included $1.562 billion of property, equipment and capitalized software spending, lower acquisition outlays and disposition proceeds. The completed $3.0 billion acquisition includes $1.5 billion payable within one year, with returns unproven. The 2025 Optum Health loss, increased provider-balance reserves and subsequent insufficient local care density demonstrate weaknesses alongside corrective portfolio action.
Management50
Equal-weight average of four evidence-backed rubric grades (0–4), scaled to 100.
capital discipline · 2/4 · First-half operating cash generation accompanied $4.813 billion of net debt repayments and reduced cash repurchases; nine-month operating cash flow reached $25.087 billion. Cash timing benefits, subsidiary capital support and unproven acquisition returns temper the assessment.
incentive alignment · 2/4 · Actual equity award terms, adopted clawbacks and retention requirements, the CEO holding amendment and a disclosed 0% performance-share payout support alignment. Reported 2025 compensation nevertheless diverged from financial performance because of special awards, and adjustment discretion remains. Ownership amounts are absent.
execution · 2/4 · 2025 operating income and cash flow missed incentive thresholds, and pricing materially underestimated claims costs. Recovery through September 2026 demonstrates corrective execution, but employer attrition, lower scripts and care-density failures remain. Assessment uses operating outcomes; management's causal explanations are qualified.
governance · 2/4 · Independent-director authority, executive sessions, an adopted front-loaded-award restriction and an unqualified internal-control opinion support functioning oversight. Actual say-on-pay support improved from 60% to 82.74%; this is shareholder approval, not proof of oversight effectiveness. Incentive adjustment discretion and compensation divergence retain material qualifications.
Evidence
For the year ended December 31, 2025, the Company’s domestic insurance and HMO subsidiaries received capital infusions from its parent companies, net of dividends, of $535 million.
2025 Form 10-K, subsidiary capital infusions net of dividends · Filed 02/03/2026
The Company's financially regulated subsidiaries had estimated aggregate statutory capital and surplus of $43.1 billion as of December 31, 2025.
2025 Form 10-K, aggregate statutory capital and surplus · Filed 02/03/2026
The estimated statutory capital and surplus necessary to satisfy regulatory requirements of the Company's financially regulated subsidiaries was approximately $23.2 billion as of December 31, 2025.
2025 Form 10-K, statutory capital and surplus necessary to satisfy regulatory requirements · Filed 02/03/2026
(in millions, except per share amounts)
For the Years Ended December 31,
2025
2024
2023
Stock Options
Weighted-average grant date fair value of shares granted, per share
$
110
$
138
$
134
Total intrinsic value of stock options exercised
616
1,886
1,325
Restricted Shares
Weighted-average grant date fair value of shares granted, per share
421
523
493
Total fair value of restricted shares vested
553
690
803
Employee Stock Purchase Plan
Number of shares purchased
1
1
1
Share-Based Compensation Items
Share-based compensation expense, before tax
$
971
$
1,018
$
1,059
Share-based compensation expense, net of tax effects
865
896
937
Income tax benefit realized from share-based award exercises
130
216
231
(in millions, except years)
December 31, 2025
Unrecognized compensation expense related to share awards
$
1,333
Weighted-average years to recognize compensation expense
1.3
Share-Based Compensation Recognition and Estimates
2025 Form 10-K, share-based compensation expense and unrecognized compensation · Filed 02/03/2026
As a percentage of the Company’s total consolidated revenues, premium revenues from CMS were 44%, 40% and 40% for the years ended December 31, 2025, 2024 and 2023, respectively, most of which were generated by UnitedHealthcare Medicare & Retirement and included in the UnitedHealthcare segment.
2025 Form 10-K, CMS premium revenue concentration · Filed 02/03/2026
agency mortgage-backed securities
416
(5)
1,863
(170)
2,279
(175)
Total debt securities - available-for-sale
$
16,677
$
(518)
$
24,223
$
(2,440)
$
40,900
$
(2,958)
The Company’s unrealized losses from all securities as of December 31, 2025 were generated from approximately 24,000 positions out of a total of 41,000 positions.
2025 Form 10-K, available-for-sale debt securities in unrealized loss positions · Filed 02/03/2026
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 collectibility of principal and interest.
2025 Form 10-K, management explanation of investment unrealized losses · Filed 02/03/2026
The allowance for credit losses on available-for-sale debt securities as of December 31, 2025 and 2024 was not material.
2025 Form 10-K, available-for-sale debt credit-loss allowance · Filed 02/03/2026
Many of Optum Insight’s software and information products and professional services are delivered over extended periods, often several years.
2025 Form 10-K, Optum Insight extended delivery periods · Filed 02/03/2026
The backlog consists of estimated revenue from signed contracts, other legally binding agreements and anticipated contract renewals based on historical experience with Optum Insight’s customers.
2025 Form 10-K, Optum Insight backlog definition · Filed 02/03/2026
Optum Insight’s aggregate backlog as of December 31, 2025 was approximately $31.1 billion, of which $18.3 billion is expected to be realized within the next 12 months.
2025 Form 10-K, December 2025 Optum Insight backlog · Filed 02/03/2026
The aggregate backlog includes $12.9 billion related to affiliated agreements.
2025 Form 10-K, affiliated agreements within backlog · Filed 02/03/2026
Optum Insight’s aggregate backlog as of December 31, 2024, was $32.8 billion, including $12.5 billion related to affiliated agreements.
2025 Form 10-K, December 2024 comparative backlog · Filed 02/03/2026
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.
2025 Form 10-K, Optum Insight vendor integrations · Filed 02/03/2026
Optum Rx 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.
2025 Form 10-K, Optum Rx pharmacy network · Filed 02/03/2026
UnitedHealthcare arranges for discounted access to care through its extensive networks and uses Optum’s capabilities to help coordinate and provide patient care, improve affordability of medical care, analyze cost trends, manage pharmacy care services, work with care providers more effectively and create a simpler and more satisfying consumer and physician experience.
2025 Form 10-K, discounted provider access and Optum capabilities · Filed 02/03/2026
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.
2025 Form 10-K, fixed annual risk-based premium arrangements · Filed 02/03/2026
For 2025, our pricing trends and patient and member health status assumptions were well-short of the medical cost trends incurred, significantly impacting our earnings.
2025 Form 10-K, realized pricing and medical-cost assumption shortfall · Filed 02/03/2026
2024 Revenues UnitedHealthcare $ 344,903 $ 298,208 $ 281,360 $ 46,695 16 % Optum Health 101,957 105,358 95,319 (3,401) (3) Optum Insight 19,417 18,757 18,932 660 4 Optum Rx 154,726 133,231 116,087 21,495 16 Optum eliminations (5,480) (4,389) (3,703) (1,091) 25 Optum 270,620 252,957 226,635 17,663 7 Eliminations (167,956) (150,887) (136,373) (17,069) 11 Consolidated revenues $ 447,567 $ 400,278 $ 371,622 $ 47,289 12 % Earnings from operations UnitedHealthcare $ 9,425 $ 15,584 $ 16,415 $ (6,159) (40) % Optum Health (278) 7,770 6,560 (8,048) (104) Optum Insight 2,624 3,097 4,268 (473) (15) Optum Rx 7,193 5,836 5,115 1,357 23 Optum 9,539 16,703 15,943 (7,164) (43) Consolidated earnings from operations $ 18,964 $ 32,287 $ 32,358 $ (13,323) (41) % Operating margin UnitedHealthcare 2.7 % 5.2 % 5.8 % (2.5) % Optum Health (0.3) 7.4 6.9 (7.7) Optum Insight 13.5 16.5 22.5 (3.0) Optum Rx 4.6 4.4 4.4 0.2 Optum 3.5 6.6 7.0 (3.1) Consolidated operating margin 4.2 % 8.1 % 8.7 % (3.9) % 29 Table of Contents UnitedHealthcare The following table summarizes UnitedHealthcare revenues by business: For the Years Ended December 31, Change (in millions, except percentages) 2025 2024 2023 2025 vs.
2025 Form 10-K, consolidated and segment operating results · Filed 02/03/2026
These laws and regulations may restrict the ability of our regulated subsidiaries to pay dividends to our holding companies.
2025 Form 10-K, regulated subsidiary dividend restrictions · Filed 02/03/2026
Our competitors include organizations ranging from startups to highly sophisticated Fortune 50 global enterprises, for-profit and non-profit companies, and private and government-sponsored entities.
2025 Form 10-K, generic competitor categories · Filed 02/03/2026
Our ability to protect and enhance existing systems and develop new systems to keep pace with changes in information processing technology (including AI), regulatory standards and changing customer preferences will require our ongoing commitment of significant development and operational resources.
2025 Form 10-K, technology development and maintenance requirements · Filed 02/03/2026
Approximately 90% of claims related to medical care services are known and settled within 90 days from the date of service.
2025 Form 10-K, medical claims settlement timing · Filed 02/03/2026
We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company's internal control over financial reporting as of December 31, 2025, based on criteria established in Internal Control — Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission and our report dated March 2, 2026, expressed an unqualified opinion on the Company's internal control over financial reporting.
2025 Form 10-K, auditor opinion on internal control · Filed 02/03/2026
(4)
2,069
2,145
(76)
(4)
Total operating costs
104,041
106,466
(2,425)
(2)
206,772
206,922
(150)
—
Earnings from operations
7,991
5,150
2,841
55
16,981
14,269
2,712
19
Interest expense
(962)
(1,027)
65
(6)
(1,917)
(2,025)
108
(5)
Loss on sale of subsidiary and subsidiaries held for sale
(61)
(41)
(20)
49
(133)
(56)
(77)
138
Earnings before income taxes
6,968
4,082
2,886
71
14,931
12,188
2,743
23
Provision for income taxes
(1,298)
(510)
(788)
155
(2,780)
(2,142)
(638)
30
Net earnings
5,670
3,572
2,098
59
12,151
10,046
2,105
21
Earnings attributable to noncontrolling interests
(186)
(166)
(20)
12
(387)
(348)
(39)
11
Net earnings attributable to UnitedHealth Group common shareholders
$
5,484
$
3,406
$
2,078
61
%
$
11,764
$
9,698
$
2,066
21
%
Diluted earnings per share attributable to UnitedHealth Group common shareholders
$
6.04
$
3.74
$
2.30
$
12.94
$
10.61
$
2.33
Medical care ratio (a)
86.7
%
89.4
%
(2.7)
%
85.3
%
87.1
%
(1.8)
%
Operating cost ratio
12.7
12.3
0.4
13.3
12.4
0.9
Operating margin
7.1
4.6
2.5
7.6
6.5
1.1
Tax rate
18.6
12.5
6.1
18.6
17.6
1.0
Net earnings margin (b)
4.9
3.1
1.8
5.3
4.4
0.9
Return on equity (c)
22.3
%
14.4
%
7.9
24.3
%
20.6
%
3.7
(a)Medical care ratio (MCR) is calculated as medical costs divided by premium revenue.
June 2026 Form 10-Q, earnings, medical care ratio and return on equity · Filed 10/08/2026
(c)Return on equity is calculated as annualized net earnings attributable to UnitedHealth Group common shareholders divided by average shareholders’ equity.
June 2026 Form 10-Q, annualized consolidated return-on-equity definition · Filed 10/08/2026
18
Table of Contents
2026 RESULTS OF OPERATIONS COMPARED TO 2025 RESULTS OF OPERATIONS
Consolidated Financial Results
Revenues
The increases in revenues were primarily driven by pricing trends at UnitedHealthcare, partially offset by decreased people served through Medicare Advantage, commercial risk-based offerings and Medicaid and a decrease in patients served under value-based arrangements at Optum Health.
June 2026 Form 10-Q, pricing and volume drivers of revenue · Filed 10/08/2026
The MCR decreased due to favorable prior period reserve development, affordability and medical cost management initiatives, and pricing trends, partially offset by medical costs trend which remains above historical levels and continues to be affected by higher provider reimbursement under the No Surprises Act and increased service and coding intensity in commercial.
June 2026 Form 10-Q, reserve development, cost management and pricing effects on MCR · Filed 10/08/2026
Best
Ratings
Outlook
Ratings
Outlook
Ratings
Outlook
Ratings
Outlook
Senior unsecured debt
A2
Negative
A+
Negative
A
Negative
A-
Stable
Commercial paper
P-1
n/a
A-1
n/a
F1
n/a
AMB-1
n/a
The availability of financing in the form of debt or equity is influenced by many factors, including our profitability, operating cash flows, debt levels, credit ratings, debt covenants and other contractual restrictions, regulatory requirements and economic and market conditions.
June 2026 Form 10-Q, disclosed credit ratings and outlooks · Filed 10/08/2026
These agreements do not qualify for reinsurance accounting and are therefore accounted for under deposit accounting.
June 2026 Form 10-Q, deposit accounting for risk-limiting agreements · Filed 10/08/2026
Share Repurchase Program. During the six months ended June 30, 2026, we repurchased approximately 10.5 million shares at an average price of $344.08 per share, including 6.4 million shares purchased and held by a counterparty at an average price of $312.73 per share pursuant to forward share repurchase contracts that were settled on July 1, 2026.
June 2026 Form 10-Q, repurchased shares and forward repurchase settlement · Filed 10/08/2026
On July 2, 2026, we completed the acquisition for $1.5 billion in cash, with the remaining $1.5 billion payable within one year.
June 2026 Form 10-Q, July acquisition consideration and deferred payment · Filed 10/08/2026
For example, we can seek to intensify our medical and operating cost management, make changes to the size and composition of our care provider networks, adjust member benefits and implement or increase the
17
Table of Contents
member premiums supplementing the monthly payments we receive from the government.
June 2026 Form 10-Q, available benefit, network and premium adjustments · Filed 10/08/2026
As of June 30, 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 $10.7 billion, of which more than half is expected to be recognized in the next three years.
June 2026 Form 10-Q, remaining products-and-services performance obligations and exclusions · Filed 10/08/2026
Continued funding pressures have resulted in benefit and pricing actions, causing contraction in our Medicare Advantage membership, which we expect to continue throughout 2026.
June 2026 Form 10-Q, realized Medicare Advantage contraction following benefit and pricing actions · Filed 10/08/2026
As of June 30, 2026, we were in compliance with the various covenants under our bank credit facilities.
June 2026 Form 10-Q, bank credit facility covenant compliance · Filed 10/08/2026
As of June 30, 2026, the Company had a liability of $2.0 billion related to the settlement of the forward contracts, which was paid on July 1, 2026.
June 2026 Form 10-Q, July payment of forward repurchase liability · Filed 10/08/2026
We continually evaluate and adjust our approach in each of the local markets we serve, considering relevant factors, such as product positioning, price competitiveness and environmental, competitive, legislative and regulatory considerations, including minimum medical loss ratio thresholds and similar revenue adjustments.
June 2026 Form 10-Q, competitive and regulatory pricing considerations · Filed 10/08/2026
Additionally, we have voluntarily pledged to rebate 2026 profits on our individual exchange products to customers as policymakers continue to work to determine how to improve affordability in this marketplace.
June 2026 Form 10-Q, voluntary individual exchange profit rebate pledge · Filed 10/08/2026
2025 Commercial: Risk-based 7,655 8,440 (785) (9) % Fee-based 22,265 21,530 735 3 Total Commercial 29,920 29,970 (50) — Medicare Advantage 7,565 8,350 (785) (9) Medicaid 6,780 7,490 (710) (9) Medicare Supplement (Standardized) 4,260 4,305 (45) (1) Total Community and Senior 18,605 20,145 (1,540) (8) Total UnitedHealthcare - Medical 48,525 50,115 (1,590) (3) % Supplemental Data: Medicare Part D stand-alone 2,710 2,800 (90) (3) % South American businesses held for sale 1,145 1,165 (20) (2) % For the three months ended June 30, 2026, UnitedHealthcare’s revenues decreased due to the contraction in people served through Medicare Advantage, risk-based commercial offerings and Medicaid offerings; and our pledge to rebate profits on our individual exchange products to customers; partially offset by pricing trends and actions, including increased Medicaid rates, and growth in people served through fee-based commercial offerings.
June 2026 Form 10-Q, membership by funding arrangement and revenue drivers · Filed 10/08/2026
2025 Sources of cash: Cash provided by operating activities $ 19,964 $ 12,644 $ 7,320 Issuances of short-term borrowings and long-term debt, net of repayments — 1,566 (1,566) Cash received from dispositions and other strategic transactions, net 1,091 109 982 Proceeds from common stock issuances 359 581 (222) Sales and maturities of investments, net of purchases — 1,327 (1,327) Repayments of care provider loans - cyberattack 197 1,293 (1,096) Customer funds administered 332 — 332 Other 199 — 199 Total sources of cash 22,142 17,520 4,622 Uses of cash: Cash dividends paid (4,092) (3,912) (180) Common stock repurchases (1,646) (5,545) 3,899 Repayments of short-term borrowings and long-term debt, net of issuances (4,813) — (4,813) Cash paid for acquisitions and other transactions, net of cash assumed (98) (734) 636 Purchases of investments, net of sales and maturities (2,751) — (2,751) Purchases of property, equipment and capitalized software (1,562) (1,784) 222 Originations and purchases of loans, net of repayments and maturities (1,321) (1,637) 316 Customer funds administered — (25) 25 Other (1,755) (603) (1,152) Total uses of cash (18,038) (14,240) (3,798) Effect of exchange rate changes on cash and cash equivalents (3) 29 (32) Increase in cash and cash equivalents, including cash within businesses held for sale $ 4,101 $ 3,309 $ 792 Less: net increase in cash within businesses held for sale 119 (25) 144 Net increase in cash and cash equivalents $ 4,220 $ 3,284 $ 936 2026 Cash Flows Compared to 2025 Cash Flows Increased cash flows provided by operating activities were driven by increased earnings, timing of government payments, other favorable working capital dynamics and legislative changes from the Inflation Reduction Act impacting pharmacy rebates.
June 2026 Form 10-Q, cash sources, uses and operating cash-flow timing benefits · Filed 10/08/2026
Regulatory Capital. Our regulated insurance and HMO subsidiaries have specified levels of statutory capital required to be maintained, which fluctuates based upon premiums received and the MCR of the regulated subsidiary.
June 2026 Form 10-Q, insurance and HMO statutory capital requirements · Filed 10/08/2026
We have various agreements with reinsurers that could limit our risk of loss under certain circumstances, thus reducing our capital and surplus requirements.
June 2026 Form 10-Q, risk-limiting agreements and reduced capital requirements · Filed 10/08/2026
We manage exposure to market interest rates by diversifying investments across different fixed-income market sectors and debt across maturities, as well as by matching a portion of our floating-rate assets and liabilities, either directly or through the use of interest rate swap contracts.
June 2026 Form 10-Q, investment diversification and partial floating-rate matching · Filed 10/08/2026
Hemsley was as follows:
Equity Type
Equity Mix*
Details
Performance Shares
50%
•
Pay-for-performance alignment with drivers of shareholder value
•
Weighted equally between three-year cumulative adjusted earnings per share and three-year average return on equity
•
Vesting between 0% and 200% of the target value based upon actual results
•
Performance share payouts are determined formulaically
Non-Qualified Stock Options
25%
•
Provides incentives for sustained long-term stock price appreciation
•
Only has value if the Company’s stock price increases
•
Typically vest ratably over four years
RSUs
25%
•
Aligns interests of executives with those of long-term shareholders
•
Provides retentive value and discourages excessive risk-taking for short-term gains
•
Full value shares that typically vest ratably over four years
*
Based on grant date fair value of total stock-based awards
2026 Proxy Statement 45
TABLE OF CONTENTS
Board of Directors
Corporate Governance
Executive Compensation
Audit
Annual Meeting
Other Information
Metrics underpinning the 2024-2026, 2025-2027 and 2026-2028 Performance Shares
April 2026 proxy, actual 2025 executive equity award mix and terms · Filed 21/04/2026
As discussed below, the actual payout for the 2023-2025 performance period is 0%.
April 2026 proxy, actual 2023–2025 performance share payout · Filed 21/04/2026
While a strong correlation between financial performance and any increases in the compensation amounts reported in the SCT existed in measurement periods prior to 2025, a similar correlation between financial performance in 2025 and compensation amounts reported is not as readily apparent.
April 2026 proxy, weaker observed relationship between 2025 performance and reported compensation · Filed 21/04/2026
This is largely due to Mr. Hemsley’s 2025 stock option grant and the one-time December 2025 Performance Improvement Awards granted to certain NEOs (as described in the “Compensation Discussion and Analysis” section of this proxy statement.
April 2026 proxy, option grant and performance improvement awards explaining compensation divergence · Filed 21/04/2026
Our Company Financial Performance Market Cap: $299B Revenue: $447.6B Net Earnings: $12.1B Fully Diluted Earnings Per Share: $13.23 Earnings from Operations: $19.0B Cash Flow from Operations: $19.7B Return on Equity: 12.8% Annual Cash Dividend: $8.84 Our agenda of reform • Mission and Culture.
April 2026 proxy, 2025 consolidated financial performance · Filed 21/04/2026
Our Executive Compensation Plan Design is Aligned with our Compensation Program Principles Plan Design Pay for Performance Enhance long-term value Sustained performance Competitive Pay More than 90% of executive compensation is delivered in the form of annual and long-term incentives At least 75% of the long-term incentives are in the form of performance-based stock (inclusive of awards delivered in stock options and performance shares) Performance-based incentives use a balanced set of performance measures, with different metrics used for annual and long-term incentives Double-trigger accelerated vesting of stock compensation awards Policy to not provide cash severance exceeding 2.99x the sum of base salary and bonus to executives All long-term incentive awards are denominated and settled in stock Adopted clawback policies for (i) recoupment of incentive compensation in accordance with SEC and NYSE rules, and (ii) recoupment of cash or stock compensation in the event of fraud or misconduct causing material restatement, material detrimental conduct or violation of non-compete, non-solicit or confidentiality provisions Insider trading policy prohibits hedging and pledging of shares by directors and executives Stock retention policy generally requires executive officers to hold, for at least one year, one-third of the net shares acquired upon vesting or exercise of any stock compensation award 2026 Proxy Statement 3 TABLE OF CONTENTS Alignment of Pay-for-Performance Philosophy and 2025 Incentive Compensation Outcomes Aligning the economic interests of our executives with those of our shareholders through the Company’s pay-for performance philosophy is a fundamental tenet of the Company’s incentive compensation plan design principles.
April 2026 proxy, adopted clawbacks, retention and hedging restrictions · Filed 21/04/2026
Lead Independent Director role Board Leadership and Meeting Oversight • Preside at all meetings of the Board at which the Chair is not present and at executive sessions of the Board’s Independent Directors • Meet individually with the Chair after each regularly scheduled Board meeting • Call meetings of the independent directors, as appropriate, and, if needed, the entire Board • Approve the agendas and meeting schedules for Board meetings with the Chair • Coordinate the preparation of agendas and materials for executive sessions of the Board’s independent directors Independent Director Coordination • Serve as the principal liaison between the independent directors and the Chair • Facilitate open dialogue among the independent directors during Board meetings, executive sessions and outside of Board meetings • Communicate to the Chair any decisions, suggestions, views, or concerns of the independent directors in executive sessions or outside of Board meetings • Meet periodically with individual independent directors to discuss Board and Committee performance, effectiveness and composition Governance and Board Effectiveness • Assist the Chair of the Governance Committee in reviewing and reporting on the results of Board and Committee performance self-evaluations • Interview, along with the Governance Committee Chair, all Board candidates and make recommendations to the Governance Committee Board Operations and Committee Support • Serve, as needed, as an ex officio member of each Board Committee and assist Board Committee Chairs • Ensure the appropriateness (including quality and quantity) and timeliness of information provided to the Board • Where appropriate, support the Company in interactions with shareholders and regulators in consultation with the Chair Additionally, our independent directors meet in executive session without members of management present at each regular quarterly Board and Committee meeting and when necessary during telephonic meetings.
April 2026 proxy, lead independent director authority and executive sessions · Filed 21/04/2026
At the 2025 Annual Meeting, our Say-on-Pay proposal received 60% support.
April 2026 proxy, historical 2025 say-on-pay support · Filed 21/04/2026
The following summarizes feedback received, actions taken in response and their impact: Shareholder Feedback Actions Taken Impact of Action Strong preference for the use of annual stock awards rather than front-loaded awards going forward Adopted a policy to not grant front-loaded awards in the future barring extraordinary circumstances, which we do not foresee at this time.
April 2026 proxy, adopted restriction on future front-loaded awards · Filed 21/04/2026
The following table sets forth the financial and non-financial performance measures and goals established for 2025, as well as 2025 performance results: 2025 Performance Measure Weighting Threshold Performance Target Performance Maximum Performance 2025 Adjusted Performance Financial Metrics Revenue* 30% $438.6 billion $461.7 billion $484.8 billion Between threshold and target Operating Income* 30% $32.7 billion $38.5 billion $44.3 billion Below threshold Cash Flow from Operations* 15% $27.2 billion $32.0 billion $36.8 billion Below threshold Non-Financial Metrics NPS 12.5% 2025 Performance: Between threshold and target for NPS EXI 12.5% 2025 Performance: Between threshold and target for EXI * 2025 adjusted performance represents the Company’s financial results under the Company’s annual cash incentive plan.
April 2026 proxy, 2025 incentive performance against thresholds · Filed 21/04/2026
The annual incentive plan allows for adjustments to the Company’s reported results for the impact of changes in accounting principles, extraordinary items and unusual or non-recurring gains or losses, including significant differences from the assumptions contained in the financial plan upon which the incentive targets were established.
April 2026 proxy, incentive-plan adjustment discretion · Filed 21/04/2026
In the fourth quarter of 2025, the Company increased its reserves for net collection expectations associated with provider loans and other customer balances.
April 2026 proxy, increased reserves against provider loans and customer balances · Filed 21/04/2026
As of March 31, 2026, our cash, cash equivalent, available-for-sale debt securities and marketable equity securities balances of $80.0 billion included approximately $28.0 billion of cash and cash equivalents (of which $1.1 billion was available for general corporate use), $50.1 billion of debt securities and $1.9 billion of investments in marketable equity securities.
March 2026 Form 10-Q, cash and investments including cash available for general corporate use · Filed 05/05/2026
Short-Term Borrowings. Our revolving bank credit facilities provide liquidity support for our commercial paper borrowing program, which facilitates the private placement of unsecured debt through independent broker-dealers, and are available for general corporate purposes.
March 2026 Form 10-Q, revolving facilities and commercial paper support · Filed 05/05/2026
6,563 4,315 23,544 18,584 Interest expense ...............................................................................................................
October 2026 filed earnings release, third-quarter and nine-month operating earnings · Filed 13/10/2026
$4,110 $2,348 $15,874 $12,046 Diluted earnings per share attributable to UnitedHealth Group common shareholders (a) ......................................................................................................
October 2026 filed earnings release, third-quarter and nine-month common-shareholder earnings · Filed 13/10/2026
902 908 906 912 (a) The calculation of diluted earnings per share includes an immaterial reduction to the numerator related to forward share repurchase contracts for the nine months ended September 30, 2026.
October 2026 filed earnings release, diluted weighted-average common shares · Filed 13/10/2026
• UnitedHealthcare’s third quarter 2026 earnings from operations were $2.8 billion and operating margin was 3.3% compared to $1.8 billion and 2.1% in the third quarter 2025.
October 2026 filed earnings release, UnitedHealthcare third-quarter operating results · Filed 13/10/2026
The year-over-year increase was driven by benefit changes and pricing discipline, combined with medical and operating cost management.
October 2026 filed earnings release, management attribution of UnitedHealthcare earnings improvement · Filed 13/10/2026
• The number of people served contracted by 165,000 in the third quarter 2026 due to employer attrition.
October 2026 filed earnings release, third-quarter employer attrition · Filed 13/10/2026
• Seniors served through Medicare Advantage, including programs serving complex populations included in Medicaid, have contracted by 935,000 since year-end 2025.
October 2026 filed earnings release, Medicare Advantage contraction since year-end · Filed 13/10/2026
• Optum Health’s third quarter 2026 revenues of $22.9 billion decreased 10% year-over-year as a result of fewer value-based care patients served in markets where Optum lacked sufficient value-based care presence to sustain its clinicians.
October 2026 filed earnings release, Optum Health revenue decline and insufficient local care presence · Filed 13/10/2026
• Optum Insight reported third quarter 2026 revenues of $5.5 billion, an increase of 3% year-over-year.
October 2026 filed earnings release, Optum Insight third-quarter revenue growth · Filed 13/10/2026
Adjusted scripts were 393 million compared to 414 million in the year ago quarter due to membership declines within UnitedHealthcare and other customers.
October 2026 filed earnings release, adjusted scripts and customer membership declines · Filed 13/10/2026
115 (955) Share-based compensation ...........................................................................................................................................................
October 2026 filed earnings release cash-flow schedule, share-based compensation row label · Filed 13/10/2026
843 795 Loss on sale of subsidiary and subsidiaries held for sale ..........................................................................................................
October 2026 filed earnings release cash-flow schedule, nine-month share-based compensation values · Filed 13/10/2026
4,327 2,777 Cash flows from operating activities ..........................................................................................................................................
October 2026 filed earnings release cash-flow schedule, operating cash-flow row label · Filed 13/10/2026
25,087 18,589 Investing Activities (Purchases of investments, net of sales and maturities) sales and maturities of investments, net of purchases ...............
October 2026 filed earnings release cash-flow schedule, nine-month operating cash-flow values · Filed 13/10/2026
• Debt-to-capital ratio was 41.7% as of September 30, 2026, compared to 41.2% in the second quarter 2026.
October 2026 filed earnings release, September debt-to-capital ratio · Filed 13/10/2026
The Company’s executive compensation was approved by a non-binding advisory vote based upon the following votes:
For
Against
Abstain
Broker
Non-Votes
% of Votes For*
559,434,838
117,731,618
1,163,998
89,736,263
82.74%
3.Ratification of the appointment of Deloitte & Touche LLP.
June 2026 meeting-results filing, actual 2026 advisory compensation vote · Filed 05/06/2026
The amendment adds a two-year share holding requirement following a three-year cliff vesting.
February 2026 compensation amendment, adopted holding requirement · Filed 25/02/2026
Specifically, Mr. Hemsley must hold any net shares acquired upon exercise of the stock option until May 14, 2030, except in the event of death or disability.
February 2026 compensation amendment, CEO net-share holding deadline · Filed 25/02/2026
