UNITEDHEALTH GROUP INC

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

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UnitedHealth Group Incorporated

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About UnitedHealth Group

At UnitedHealth Group, our mission is to help people live healthier lives and help make the health system work better for everyone.

We know health care is not working as well as it should. It is too complicated. It is too expensive. And it is unreachable for too many people. So, our talented team members are using our reach, expertise and ingenuity to modernize health care to find solutions for patients, providers, payers and health systems.

We are doctors, nurses, pharmacists, data scientists and so many more, working within two distinct and complementary businesses. Optum brings together clinical expertise, data and innovative products and services to provide comprehensive care, insights and pharmacy services to help individuals and their care teams achieve better health. UnitedHealthcare provides health coverage through individual, employer-sponsored and government programs to support people across all stages of life and improve access to affordable, high-quality care.

Every day, we are evolving our business by deepening our focus on preventive care and advancing our systems, culture and services to help keep people healthy. And we are innovating to make care easier to receive, navigate and afford.

Our goal, put simply, is health care that works better for individuals, families, communities and the country.

Our mission

Helping people live healthier lives and helping make the health system work better for everyone.

Our core values

Our Company

Our agenda of reform

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Mission and Culture. We want every decision we make to be in service of helping people live healthier lives and helping make the health system work better for everyone.

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Intelligent Technologies. The deployment of intelligent technologies will dramatically reduce our operating cost structure, allowing us to offer more affordable health care to our customers and the people we serve.

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Modernize Health Care. Leading the modernization of how consumers, providers and health systems experience the U.S. health care system will be a core component of the unique value we offer.

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Market Leading Transparency. We will become even more publicly accountable for our performance and strive every day to improve it.

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Letter from the Chair & CEO

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As a health care company that serves millions of people, we embrace the responsibility of our work and we approach our role with humility, compassion and integrity. At a time of broad challenges facing the health care system, we recognize the approaches we take and decisions we make matter greatly to the people, care providers, benefit sponsors and communities we serve.

Our mission and the culture that supports it is dedicated to compassionate care at the individual level and to help make the system work much better at the broadest level, not only for the people and communities we serve directly but for all Americans.

We have been taking decisive steps to strengthen the enterprise and position it for long-term success in light of the extraordinary pressures facing government benefit programs and the societal imperative to preserve affordability, quality and access for the people we serve.

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We refocused the organization on U.S. health care, exiting non-U.S. businesses.

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We have refreshed nearly half of our top 100 leadership roles as we continue to evolve our enterprise to better meet the responsibilities our mission imposes.

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We have accelerated simplification and modernization, including substantial AI and cybersecurity investments.

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We have advanced a growing reform agenda across Optum and UnitedHealthcare in areas such as data and process interoperability, prior authorization, transparency, pharmacy practices and more.

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Our governance practices have continued to strengthen, with the creation of a Public Responsibility Committee of the Board, naming of a new Lead Independent Director and committee chairs, adding a new independent director and accelerating a board development process.

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We have redoubled community engagement and support, with greater resources at our Foundation and a significant commitment to specific initiatives to improve rural health, expand the health care workforce, strengthen maternal and children’s health and more.

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We have made a critical evaluation of our products and services and the differentiated value they bring. We reviewed what is working, what needs more attention and what no longer makes sense and are taking appropriate remedial actions.

We examined every aspect of our business practices and management approaches and are focused on improving how people and care providers experience the health care system and our organization specifically. This involves streamlining processes, cutting administrative barriers, increasing predictability and using technology for faster, more efficient interactions. It requires supporting people more personally — helping them get the right care at the right time in ways and settings that are easier to understand and afford. And it requires greater emphasis on care coordination and prevention to help people stay healthy, not just treating them once they are sick.

These efforts and others are intended to improve the value we offer to all those we serve and drive sustainable growth for many years to come. Our people are rising to this challenge. There is much more to be done.

Priorities for 2026

Looking ahead, we are organizing our efforts around four initial themes for advancing our commitment to help reform, modernize and make health care more affordable.

First, we are focused on a resurgence of our mission and culture. We want every decision we make to be in service of helping people live healthier lives and helping make the health system work better for everyone. We are working to ensure our people feel a part of this societal imperative.

The second theme is an urgent, thoughtful application of intelligent technologies in a secure manner. These efforts hold the promise to help address longstanding needs in health care for simplicity, speed, informed outcomes, consumer empowerment and convenience. The deployment of intelligent technologies offers the potential to dramatically reduce our operating cost structures, allowing us to offer more affordable health care to our customers and the people we serve. Given how quickly the environment around AI is evolving, we believe both vision and discipline are critical to how these technologies can positively impact stakeholders. We expect to invest nearly $1.5 billion in these efforts in 2026 and at least that much in 2027. This work is making a difference within our organization today and will be foundational for future pursuits.

Third, we are increasing our efforts to modernize health care. Important elements of this agenda include reducing friction, elevating consumer experiences with consumer-centered product innovation and forging strong partnerships with key health systems. Leading the modernization of how consumers, clinicians and health systems experience the U.S. health care system will be a core component of the value we offer. And we are continuing to work to align key capabilities within UnitedHealthcare and Optum to better deliver our value-based care to those we serve.

Finally, we are taking steps to operate with market leading transparency. We have already published three independent reviews of critical business practices and we have already adopted all recommendations from those reviews. This year we have begun to publish results in additional key areas such as prior authorizations and claim approval rates, performance statistics, data and trends, rebate practices and prices for products and services, key business and core management practices and policies. And we will methodically expand and enrich this transparency as we become even more publicly accountable for our performance and strive every day to improve it.

We are beginning a new era for this enterprise, one in which the pursuit of our mission serves to improve the experience of all stakeholders in the health care system while we continue to focus on delivering sustainable growth, disciplined cost management and value for our shareholders.

On behalf of UnitedHealth Group’s management team, and our dedicated employees, we appreciate your continued support and are always grateful to hear your thoughts.

Stephen Hemsley

Chair and Chief Executive Officer

Letter from the Lead Independent Director

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On behalf of the Board of Directors, we thank you for your continued investment in UnitedHealth Group during this critical period in the Company’s history. Across the organization, we are focusing on what is working, what needs more attention and what no longer makes sense for us. We are driving greater operational disciplines in all our business practices, leveraging the use of technology and artificial intelligence broadly, and renewing our commitment to innovation, agility and accountability.

Executive Leadership Updates and Succession Planning

Following Stephen Hemsley’s appointment as Chief Executive Officer in May 2025, the Company departed from its long-standing practice of having separate individuals as CEO and Chair given the extraordinary circumstances. It is not our intention to continue this practice indefinitely, but we believe having a Chair who is embedded in the leadership of the Company is in the best interests of the Company and its shareholders at this time. The Board has worked closely with him to put the right management team in place to advance initiatives to modernize our cost structure and evolve our operating model to support efficiency and scalability. This includes the appointment of Wayne DeVeydt as Chief Financial Officer in September 2025.

Oversight of succession planning for all executive officers, including the Chief Executive Officer, continues to be a focus for the Board with assistance from outside consultants as needed. Regularly throughout the year, the Board reviews and discusses the performance, development, and succession plans for the Company’s senior executives, with an emphasis on both long-term succession planning and contingency planning for unexpected events.

As part of this initiative, management regularly reviews the top 750 leaders in the Company with the Board and has succession plans in place for over 90% of this leadership group. The Board also engages with these executives as part of Board business, functional reviews, individual meetings and through facilitation of select talent review topics at quarterly Compensation and Human Resources Committee meetings, advancing our directors’ familiarity with the business results and leadership potential of individual management team members.

Board Updates

As part of the Board leadership review and refreshment, in August 2025, the independent directors elected me as Lead Independent Director, succeeding Michele Hooper, who had served in the role since October 2021. The Board also refreshed the leadership and composition of our Audit and Finance, Compensation and Human Resources and Governance Committees to ensure an appropriate balance of fresh, outside perspectives with institutional knowledge and understanding.

The Board also established a new Public Responsibility Committee to reinforce our focus on mission, stakeholder trust and public responsibility. The Public Responsibility Committee is responsible for monitoring and overseeing risk consistent with the Company’s role in improving the health and well-being of society. Its oversight includes a focus on ensuring that key decisions are evaluated not only through the lens of financial performance, but also through their impact on the people we serve, our public reputation and our commitment to act in ways that reflect our mission.

In November 2025, we elected Dr. Scott Gottlieb to the Board. Dr. Gottlieb, the 23 rd Commissioner of the U.S. Food and Drug Administration, brings deep policy, clinical and regulatory expertise. His experience at the intersection of public policy, clinical practice and emerging technologies will provide critical strategic insight as the Company continues to advance its role in a more integrated and efficient health care system. His appointment marks the fourth new independent director added to the Board since 2021 and has resulted in an average independent director tenure of 5.6 years, a decline of 61% since 2021.

After many years of extraordinary and distinguished service to the Company and its shareholders, Michele Hooper is not standing for re-election this year. We are deeply grateful to Ms. Hooper for her leadership and benefited greatly from her insights, experience and guidance. The Board continues to assess its composition to ensure that it has the balance of skills and operating experience needed to oversee long-term strategy and provide effective oversight.

Shareholder Outreach and Board Responsiveness

Prior to and following the 2025 Annual Meeting, independent directors led an extensive effort to connect with our shareholders to understand their perspectives and gather their feedback. This feedback was shared with the full Board and has helped guide our discussions and decisions. In the following pages, we have outlined the feedback the Board received and the actions we have taken.

The Board values the perspective of our shareholders and is committed to robust, ongoing engagement. We remain grateful for your continued support as we focus on providing strong independent oversight of management’s execution of our strategy to create sustainable shareholder value.

F. William McNabb III

Lead Independent Director

2026 Notice of Annual Meeting

Proxy materials are first being mailed to our shareholders and made available at:

https://www.unitedhealthgroup.com/investors/shareholder-materials.html on or about April 21, 2026.

Website addresses included throughout this proxy statement are for reference only. The information contained on our website is not

incorporated by reference into the attached proxy statement.