UNHUnitedHealth Group
Deals with insiders in the proxy filed 2026-04-21
Deals between UNH and its directors, executives, owners of more than 5% or their families: a relative on the payroll, a plane the company charters from its CEO, a director's company that buys from it. SEC rules (Item 404) make the company list every such deal over $120,000 in its proxy statement.
New this year
Paragraphs about a deal, a person or a relative with nothing like them in the proxy filed 2025-04-21.
Nothing new: every deal in this year's section was reported last year too.
No longer reported 7 paragraphs of the proxy filed 2025-04-21 with nothing like them this year
Approval or Ratification of Related-Person Transactions“Transactions exceeding $1.00 in which both a director (or their immediate family member) and an executive officer participate; or Transactions exceeding $120,000 in which a director, executive officer or 5% shareholder (or their immediate family member), and the Company or its subsidiaries participate; or Transactions exceeding $1.00 in which a director actively participates in their capacity as an executive officer of another entity.”
Read it in last year's proxy ↗
Employment of Family Members of Directors and Executive Officers“During 2024, (i) family members of Heather, Tim, Erin, Andrew and Chris were each employed by the Company; and (ii) a family member of Erin was employed by RVO Health, a joint venture in which the Company owns a 50% interest.”
Read it in last year's proxy ↗
Employment of Family Members of Directors and Executive Officers“The compensation paid to these employees is consistent with the Company’s and RVO Health’s overall compensation principles based on the employees’ years of experience, performance and positions within the applicable company.”
Read it in last year's proxy ↗
Transactions with 5% Shareholders“BlackRock beneficially owned approximately 9.21% of our common stock as of April 4, 2025. The Company paid BlackRock $10.2 million for investment management fees and $129,413 for medical/pharmacy rebates in 2024. BlackRock maintains a self-funded health insurance plan through the Company and paid the Company $3.1 million for administrative services in 2024.”
Read it in last year's proxy ↗
Transactions with 5% Shareholders“The Vanguard Group beneficially owned approximately 7.98% of our common stock as of April 4, 2025. The Company and its employees paid Vanguard approximately $7.8 million for benefits program management fees in 2024.”
Read it in last year's proxy ↗
Transactions Related to the Death of Brian Thompson“Following the passing of Brian, the Company paid on behalf of Brian’s family an aggregate amount of $271,203, including funeral expenses, family transportation, home security costs and related support.”
Read it in last year's proxy ↗
Additional Related-Person Transactions“In 2024, the Company paid $207,931 on behalf of certain family members of named executive officers to provide them with personal and home security services.”
Read it in last year's proxy ↗
New wording of the review policy 5 paragraphs without an amount or a name
Approval or Ratification of Related-Person Transactions“Under the policy, the Company identifies potential related-person transactions through annual director and officer questionnaires and internal review processes (including searching Company databases). The Company maintains a list of related persons and has controls in place for the Company’s internal audit function to review the related-person transaction process.”
Read it in the proxy ↗
Approval or Ratification of Related-Person Transactions“In addition, the directors and executive officers are required to provide notice to the Company of any potential new related-person transaction. The Company will analyze whether any potential transaction or relationship constitutes a related-person transaction requiring compliance with the policy. Upon identification of any related-person transaction, the Company will submit the transaction to the Governance Committee for approval or ratification. The presentation to the Governance Committee includes a description of the participants, the terms of the transaction, and where relevant, the business purpose of the transaction and the benefits to the Company and to the relevant director, executive officer or 5% shareholder.”
Read it in the proxy ↗
Approval or Ratification of Related-Person Transactions“In determining whether to approve a related-person transaction, the Governance Committee will consider, among other things:”
Read it in the proxy ↗
Approval or Ratification of Related-Person Transactions“whether the terms of the related-person transaction are fair to the Company and on terms at least as favorable as those that would apply if the other party was not or did not have an affiliation with a director or executive officer;”
Read it in the proxy ↗
Approval or Ratification of Related-Person Transactions“whether the transaction could impair the independence of a director under the Company’s Standards for Director Independence; and whether the transaction would present an improper conflict of interest for any director or executive officer of the Company.”
Read it in the proxy ↗
The whole section
11 paragraphs quoted as filed
Approval or Ratification of Related-Person Transactions“SEC rules require the disclosure of transactions in which the Company was or is to be a participant since the beginning of the Company’s last fiscal year and the amount involved exceeds $120,000 and in which any related person had or will have a direct or indirect material interest. Accordingly, the Board has adopted a written Related-Person Transactions Approval Policy, which is administered by the Governance Committee. A copy of the policy is available on our website at https://www.unitedhealthgroup.com/investors/standards.html. Under the policy, related-person transactions are prohibited unless approved or ratified by the Governance Committee. In general, a related-person transaction is any transaction or series of transactions (or amendments thereto) exceeding $120,000 in which a director, executive officer or 5% shareholder (or their immediate family member) and the Company or its subsidiaries participate.”
Read it in the proxy ↗
Approval or Ratification of Related-Person Transactions“Indemnification and advancement of expenses made pursuant to the Company’s Certificate of Incorporation or Bylaws or pursuant to any agreement or instrument.”
Read it in the proxy ↗
Approval or Ratification of Related-Person Transactions“Interests arising solely from the ownership of a class of the Company’s equity securities if all holders of that class of equity securities receive the same benefit on a pro rata basis.”
Read it in the proxy ↗
Approval or Ratification of Related-Person Transactions“Any transactions with another corporation or organization with respect to which a related person’s only relationship is as a director or trustee.”
Read it in the proxy ↗
Approval or Ratification of Related-Person Transactions“Any transaction that involves the providing of compensation to a director or executive officer in connection with his or her duties to the Company or any of its subsidiaries, including the reimbursement of business expenses incurred in the ordinary course.”
Read it in the proxy ↗
Approval or Ratification of Related-Person Transactions“Under the policy, the Company identifies potential related-person transactions through annual director and officer questionnaires and internal review processes (including searching Company databases). The Company maintains a list of related persons and has controls in place for the Company’s internal audit function to review the related-person transaction process.”
Read it in the proxy ↗
Approval or Ratification of Related-Person Transactions“In addition, the directors and executive officers are required to provide notice to the Company of any potential new related-person transaction. The Company will analyze whether any potential transaction or relationship constitutes a related-person transaction requiring compliance with the policy. Upon identification of any related-person transaction, the Company will submit the transaction to the Governance Committee for approval or ratification. The presentation to the Governance Committee includes a description of the participants, the terms of the transaction, and where relevant, the business purpose of the transaction and the benefits to the Company and to the relevant director, executive officer or 5% shareholder.”
Read it in the proxy ↗
Approval or Ratification of Related-Person Transactions“In determining whether to approve a related-person transaction, the Governance Committee will consider, among other things:”
Read it in the proxy ↗
Approval or Ratification of Related-Person Transactions“whether the terms of the related-person transaction are fair to the Company and on terms at least as favorable as those that would apply if the other party was not or did not have an affiliation with a director or executive officer;”
Read it in the proxy ↗
Approval or Ratification of Related-Person Transactions“whether the transaction could impair the independence of a director under the Company’s Standards for Director Independence; and whether the transaction would present an improper conflict of interest for any director or executive officer of the Company.”
Read it in the proxy ↗
Approval or Ratification of Related-Person Transactions“Any member of the Governance Committee who has an interest in the transaction under discussion will abstain from voting on the approval of the related-person transaction, but may, if so requested by the Chair of the Governance Committee, participate in some or all of the Governance Committee’s discussions of the related-person transaction. Any related-person transaction that is not approved or ratified, will be voided, terminated or amended or other actions will be taken in each case as determined by the Governance Committee so as to avoid or otherwise address any resulting conflict of interest.”
Read it in the proxy ↗
Paragraphs are compared by their words, not read by AI: one counts as new when no paragraph last year shares half of its words, or when it names a person or company last year's section did not. A deal reported again with a new amount is not new. Always check the filing. Open the proxy ↗ · Last year's proxy ↗