Current Report · Items 8.01, 9.01 · 8-K

UNITEDHEALTH GROUP INCORPORATED

UNHNYSEEQUITYCurrent

Other Events

Filed Jun 20, 2025Accepted Jun 20, 2025, 4:44 PM EDTCIK 731766Accession 0001193125-25-143717

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UNHNYSE · EQUITY · Current

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Items 8.01, 9.01

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Item 8.01Item 8.01 - Other Events

Item 8.01. Other Events. On June 17, 2025, UnitedHealth Group Incorporated (the “Company”) agreed to sell its (i) 4.400% Notes due June 15, 2028 in the aggregate principal amount of $500,000,000, (ii) 4.650% Notes due January 15, 2031 in the aggregate principal amount of $750,000,000, (iii) 5.300% Notes due June 15, 2035 in the aggregate principal amount of $1,000,000,000 and (iv) 5.950% Notes due June 15, 2055 in the aggregate principal amount of $750,000,000 (collectively, the “Notes”), pursuant to the Underwriting Agreement, dated June 17, 2025 (the “Underwriting Agreement”), and the Pricing Agreement, dated June 17, 2025 (the “Pricing Agreement”), both among the Company and BofA Securities, Inc., Barclays Capital Inc., Citigroup Global Markets Inc. and J.P. Morgan Securities LLC. The Notes were issued on June 20, 2025 pursuant to the Indenture, dated as of February 4, 2008, between the Company and U.S. Bank Trust Company, National Association, as trustee (the “Indenture”), and the Officers’ Certificates and Company Orders, each dated June 20, 2025, relating to each series of the Notes, in each case, pursuant to Sections 201, 301 and 303 of the Indenture. The Notes have been registered under the Securities Act of 1933, as amended, pursuant to the Company’s automatic shelf registration statement on Form S-3, File No. 333-270279 (the “Registration Statement”). The Company is filing this Current Report on Form 8-K to file with the Securities and Exchange Commission certain documents related to the issuance of the Notes that will be incorporated by reference into the Registration Statement as exhibits thereto. The Underwriting Agreement is filed herewith as Exhibit 1.1. The Pricing Agreement is filed herewith as Exhibit 1.2. The Officers’ Certificates and Company Orders relating to the Notes, each including the applicable form of Note, are filed herewith as Exhibit 4.1, Exhibit 4.2, Exhibit 4.3 and Exhibit 4.4. The legal opinion with respect to the validity of the Notes is filed herewith as Exhibit 5.1.

Filed exhibits (4)

EX-4.1 (by filename) d947980dex41.htm

EX-4.1 4 d947980dex41.htm EX-4.1 EX-4.1 EXHIBIT 4.1 UNITEDHEALTH GROUP INCORPORATED $500,000,000 4.400% Notes due June 15, 2028 Officers’ Certificate and Company Order Pursuant to the Indenture, dated as of February 4, 2008 (the “Indenture”), between UnitedHealth Group Incorporated, a Delaware corporation (the “Company”), and U.S. Bank Trust Company, National Association, as trustee (the “Trustee”), and resolutions adopted by the Company’s Board of Directors on February 24, 2023, this Officers’ Certificate and Company Order is being delivered to the Trustee to establish the terms of a series of Securities in accordance with Section 301 of the Indenture, to establish the form of the Securities of such series in accordance with Section 201 of the Indenture, to request the authentication and delivery of the Securities of such series pursuant to Section 303 of the Indenture and to comply with the provisions of Section 102 of the Indenture. This Officers’ Certificate and Company Order shall be treated for all purposes under the Indenture as a supplemental indenture thereto. All conditions precedent provided for in the Indenture relating to (i) the establishment of a series of …

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EX-4.2 (by filename) d947980dex42.htm

EX-4.2 5 d947980dex42.htm EX-4.2 EX-4.2 EXHIBIT 4.2 UNITEDHEALTH GROUP INCORPORATED $750,000,000 4.650% Notes due January 15, 2031 Officers’ Certificate and Company Order Pursuant to the Indenture, dated as of February 4, 2008 (the “Indenture”), between UnitedHealth Group Incorporated, a Delaware corporation (the “Company”), and U.S. Bank Trust Company, National Association, as trustee (the “Trustee”), and resolutions adopted by the Company’s Board of Directors on February 24, 2023, this Officers’ Certificate and Company Order is being delivered to the Trustee to establish the terms of a series of Securities in accordance with Section 301 of the Indenture, to establish the form of the Securities of such series in accordance with Section 201 of the Indenture, to request the authentication and delivery of the Securities of such series pursuant to Section 303 of the Indenture and to comply with the provisions of Section 102 of the Indenture. This Officers’ Certificate and Company Order shall be treated for all purposes under the Indenture as a supplemental indenture thereto. All conditions precedent provided for in the Indenture relating to (i) the establishment of a series …

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EX-4.3 (by filename) d947980dex43.htm

EX-4.3 6 d947980dex43.htm EX-4.3 EX-4.3 EXHIBIT 4.3 UNITEDHEALTH GROUP INCORPORATED $1,000,000,000 5.300% Notes due June 15, 2035 Officers’ Certificate and Company Order Pursuant to the Indenture, dated as of February 4, 2008 (the “Indenture”), between UnitedHealth Group Incorporated, a Delaware corporation (the “Company”), and U.S. Bank Trust Company, National Association, as trustee (the “Trustee”), and resolutions adopted by the Company’s Board of Directors on February 24, 2023, this Officers’ Certificate and Company Order is being delivered to the Trustee to establish the terms of a series of Securities in accordance with Section 301 of the Indenture, to establish the form of the Securities of such series in accordance with Section 201 of the Indenture, to request the authentication and delivery of the Securities of such series pursuant to Section 303 of the Indenture and to comply with the provisions of Section 102 of the Indenture. This Officers’ Certificate and Company Order shall be treated for all purposes under the Indenture as a supplemental indenture thereto. All conditions precedent provided for in the Indenture relating to (i) the establishment of a series o…

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EX-4.4 (by filename) d947980dex44.htm

EX-4.4 7 d947980dex44.htm EX-4.4 EX-4.4 EXHIBIT 4.4 UNITEDHEALTH GROUP INCORPORATED $750,000,000 5.950% Notes due June 15, 2055 Officers’ Certificate and Company Order Pursuant to the Indenture, dated as of February 4, 2008 (the “Indenture”), between UnitedHealth Group Incorporated, a Delaware corporation (the “Company”), and U.S. Bank Trust Company, National Association, as trustee (the “Trustee”), and resolutions adopted by the Company’s Board of Directors on February 24, 2023, this Officers’ Certificate and Company Order is being delivered to the Trustee to establish the terms of a series of Securities in accordance with Section 301 of the Indenture, to establish the form of the Securities of such series in accordance with Section 201 of the Indenture, to request the authentication and delivery of the Securities of such series pursuant to Section 303 of the Indenture and to comply with the provisions of Section 102 of the Indenture. This Officers’ Certificate and Company Order shall be treated for all purposes under the Indenture as a supplemental indenture thereto. All conditions precedent provided for in the Indenture relating to (i) the establishment of a series of …

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