unh-20260331

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

__________________________________________________________

FORM 10-Q

__________________________________________________________


☒			QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended March 31, 2026


☐			TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from _______ to _______

Commission File Number: 1-10864

__________________________________________________________

UnitedHealth Group Incorporated

(Exact name of registrant as specified in its charter)

__________________________________________________________

Delaware

41-1321939

(State or other jurisdiction of
incorporation or organization)

(I.R.S. Employer
Identification No.)

1 Health Drive

55344

655 New York Avenue NW

20001

Eden Prairie,

Minnesota

Washington,

(Address of principal executive offices)

(Zip Code)

(Address of principal executive offices)

(Zip Code)

(800) 328-5979

(Registrant’s telephone number, including area code)

_________________________________________________________

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

Common Stock, $.01 par value

UNH

New York Stock Exchange

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act

Large accelerated filer

☒

Accelerated filer

☐

Non-accelerated filer

☐

Smaller reporting company

☐

Emerging growth company

☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

As of April 30, 2026, there were 908,144,404 shares of the registrant’s Common Stock, $.01 par value per share, issued and outstanding.

UNITEDHEALTH GROUP

Table of Contents


			Page

Part I. Financial Information
Item 1.	Financial Statements (unaudited)		1
	Condensed Consolidated Balance Sheets as of March 31 , 202 6 and December 31, 20 25		1
	Condensed Consolidated Statements of Operations for the Three Months Ended March 31 , 202 6 and 202 5		2
	Condensed Consolidated Statements of Comprehensive Income for the Three Months Ended March 31 , 202 6 and 20 25		3
	Condensed Consolidated Statements of Changes in Equity for the Three Months Ended March 31 , 202 6 and 20 25		4
	Condensed Consolidated Statements of Cash Flows for the Three Months Ended March 31 , 202 6 and 20 25		5
	Notes to the Condensed Consolidated Financial Statements		6
	1.	Basis of Presentation	6
	2.	Investments	7
	3.	Fair Value	9
	4.	Medical Costs Payable	10
	5.	Short-Term Borrowings and Long-Term Debt	10
	6.	Shareholders’ Equity	11
	7.	Commitments and Contingencies	11
	8.	Held for Sale and Dispositions	12
	9.	Segment Financial Information	13
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations		14
Item 3.	Quantitative and Qualitative Disclosures About Market Risk		23
Item 4.	Controls and Procedures		23
Part II. Other Information
Item 1.	Legal Proceedings		24
Item 1A.	Risk Factors		24
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds		24
Item 5.	Other Information		24
Item 6.	Exhibits		25
Signatures			26

PART I

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

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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

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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

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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

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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

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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.

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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.

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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.

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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.

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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.

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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.

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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.

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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.

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ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following discussion should be read together with the accompanying Condensed Consolidated Financial Statements and Notes and with our 2025 10-K, including the Consolidated Financial Statements and Notes included in Part II, Item 8, “Financial Statements and Supplementary Data” in that report. Unless the context indicates otherwise, references to the terms “UnitedHealth Group,” the “Company,” “we,” “our” or “us” used throughout this Management’s Discussion and Analysis of Financial Condition and Results of Operations refer to UnitedHealth Group Incorporated and its consolidated subsidiaries.

Readers are cautioned that the statements, estimates, projections or outlook contained in this Management's Discussion and Analysis of Financial Condition and Results of Operations, including discussions regarding financial prospects, economic conditions, trends and uncertainties contained in this Item 2, may constitute forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 (PSLRA). These forward-looking statements involve risks and uncertainties that may cause our actual results to differ materially from the expectations expressed or implied in the forward-looking statements. A description of some of the risks and uncertainties is set forth in Part I, Item 1A, “Risk Factors” in our 2025 10-K and in the discussion below.

EXECUTIVE OVERVIEW

General

UnitedHealth Group 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. Our 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 we are privileged to serve.

We have four reportable segments:

•Optum Health;

•Optum Insight;

•Optum Rx; and

•UnitedHealthcare, which includes UnitedHealthcare Employer & Individual, UnitedHealthcare Medicare & Retirement and UnitedHealthcare Community & State.

Further information on our business is presented in Part I, Item 1, “Business” and Part II, Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in our 2025 10-K and additional information on our segments can be found in this Item 2 and in Note 9 of Notes to the Condensed Consolidated Financial Statements included in Part I, Item 1 of this report.

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.

Restructuring and Other Actions

Business Trends

Our businesses participate primarily in the United States health markets. We expect overall spending on health care to continue to grow in the future, due to inflation, medical technology and pharmaceutical advancement, regulatory requirements, demographic trends in the population and national interest in health and well-being. The rate of market growth may be affected

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by a variety of factors, including macroeconomic conditions and regulatory changes, which could impact our results of operations, including our continued efforts to control health care costs.

Pricing Trends. To price our health care benefits, products and services, we start with our view of expected future costs, including medical care patterns, the mix and health status of people served, inflation and labor market dynamics. 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. We seek to balance growth and profitability across all these dimensions.

The commercial risk market remains highly competitive in the small group, large group and individual segments. We expect broad-based competition to continue as the industry adapts to individual and employer needs. Continued increased medical costs may impact both future pricing and benefit design, including for our individual exchange products, and may result in shifts between product categories for our employer benefits. These changes, along with certain regulatory impacts, have resulted in a reduction in people served in the first quarter and may continue in future periods. 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.

Medicare Advantage funding continues to be pressured, as discussed below in “Regulatory Trends and Uncertainties,” and we have observed a continued increase in care patterns and health care unit costs as discussed below in “Medical Cost Trends,” which we have contemplated in our 2026 benefit design approach. Continued funding pressures have resulted in benefit and pricing actions, causing contraction in our Medicare Advantage membership in the first quarter, which we expect to continue throughout 2026.

Optum Health’s fully accountable value-based care businesses have been impacted by Medicare funding reductions and have also seen continued medical cost trend pressures, which may impact future pricing in the markets we continue to participate in. As a result of increased pricing in response to anticipated care patterns in 2026, the exit from certain markets and decreased people served through UnitedHealthcare Medicare Advantage offerings, the number of people served under value-based care arrangements has contracted in the first quarter and is expected to continue throughout 2026.

Due to elevated care activity in Medicaid, specifically related to behavioral, pharmacy and home health, there continues to be a timing mismatch between the health status of people served and state rate updates. The funding and payment rate environment remains insufficient to meet the health needs of patients and creates the risk of continued downward pressure on Medicaid margin percentages. We continue to take a prudent, market-sustainable posture for both new business and maintenance of existing relationships. We continue to advocate for actuarially sound rates commensurate with our medical cost trends and we remain dedicated to partnering with those states that are committed to the long-term viability of their programs. People served by Medicaid offerings has declined in the first quarter of 2026 due to reduced Medicaid eligibility with further contraction expected during the remainder of 2026 due to reduced Medicaid eligibility and the exit from one state.

Medical Cost Trends. Our medical cost trends primarily relate to changes in unit costs, care activity and prescription drug costs. As expected and contemplated in our benefits design and pricing, we have continued to observe increased care patterns; health care unit costs; and the intensity of services delivered, which are driven by increases in provider pricing and additional services bundled per visit. These trends may continue in future periods. We endeavor to mitigate medical cost increases by engaging hospitals, physicians and consumers with information and helping them make clinically sound choices, with the objective of helping them achieve high-quality, affordable care. Additionally, we have elevated our audit, clinical policy and payment integrity tools to protect customers and patients from unnecessary costs.

Regulatory Trends and Uncertainties

Medicare Advantage Rates. Medicare Advantage rate notices for numerous years have resulted in industry base rates well below the industry forward medical cost trend. While the Final Notice for 2027 moved towards the expected industry forward medical cost trend, it remains below. The compounding impact of multi-year rate shortfalls have created sustained pressure on the Medicare Advantage program. Further, substantial revisions to the risk adjustment model, which serves to adjust rates to reflect a patient’s health status and care resource needs, have resulted and will continue to result in reduced funding and potentially benefits for people, especially those with some of the greatest health and social challenges.

As a result of ongoing Medicare funding pressures, there are adjustments we can make to partially offset these rate pressures and reductions for a particular period. 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 member premiums supplementing the monthly payments we receive from the government. Additionally, we decide annually on a county-by-county basis where we will offer Medicare Advantage plans.

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SELECTED OPERATING PERFORMANCE AND OTHER SIGNIFICANT ITEMS

The following summarizes select first quarter 2026 year-over-year operating comparisons to first quarter 2025 and other financial results.

•Consolidated revenues grew 2%, UnitedHealthcare revenues grew 2% and Optum revenues were consistent.

•UnitedHealthcare served 1.1 million fewer people due to benefit design and pricing actions and reduced Medicaid eligibility.

•Consolidated earnings from operations of $9.0 billion compared to $9.1 billion last year.

•Diluted earnings per common share were $6.90.

•Cash flows from operations for the three months ended March 31, 2026 were $8.9 billion.

RESULTS SUMMARY

The following table summarizes our consolidated results of operations and other financial information:


(in millions, except percentages and per share data)	Three Months Ended March 31,						Increase/ (Decrease)
	2026			2025			2026 vs. 2025
Revenues:
Premiums	$	87,561		$	86,534		$	1,027		1	%
Products	13,250			13,036			214			2
Services	9,779			8,972			807			9
Investment and other income	1,131			1,033			98			9
Total revenues	111,721			109,575			2,146			2
Operating costs:
Medical costs	73,489			73,411			78			—
Operating costs	15,390			13,594			1,796			13
Cost of products sold	12,823			12,390			433			3
Depreciation and amortization	1,029			1,061			(32)			(3)
Total operating costs	102,731			100,456			2,275			2
Earnings from operations	8,990			9,119			(129)			(1)
Interest expense	(955)			(998)			43			(4)
Loss on sale of subsidiary and subsidiaries held for sale	(72)			(15)			(57)			380
Earnings before income taxes	7,963			8,106			(143)			(2)
Provision for income taxes	(1,482)			(1,632)			150			(9)
Net earnings	6,481			6,474			7			—
Earnings attributable to noncontrolling interests	(201)			(182)			(19)			10
Net earnings attributable to UnitedHealth Group common shareholders	$	6,280		$	6,292		$	(12)		—	%
Diluted earnings per share attributable to UnitedHealth Group common shareholders	$	6.90		$	6.85		$	0.05
Medical care ratio (a)	83.9		%	84.8		%	(0.9)		%
Operating cost ratio	13.8			12.4			1.4
Operating margin	8.0			8.3			(0.3)
Tax rate	18.6			20.1			(1.5)
Net earnings margin (b)	5.6			5.7			(0.1)
Return on equity (c)	26.2		%	26.8		%	(0.6)

(a)Medical care ratio (MCR) is calculated as medical costs divided by premium revenue.

(b)Net earnings margin attributable to UnitedHealth Group shareholders.

(c)Return on equity is calculated as annualized net earnings attributable to UnitedHealth Group common shareholders divided by average shareholders’ equity. Average shareholders’ equity is calculated using the shareholders’ equity balance at the end of the preceding year and the shareholders’ equity balances at the end of each of the quarters in the year presented.

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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 and growth at Optum Rx, 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.

Medical Costs and MCR

Medical costs were consistent, with expected elevated medical cost trend offset by decreased people served across UnitedHealthcare and Optum Health and increased favorable reserve development. The MCR decreased due to increased favorable reserve development, affordability initiatives and pricing trends, partially offset by expected elevated medical costs trend.

Operating Cost Ratio

The operating cost ratio increased primarily due to investments in people, process and technology to drive improved consumer and care provider experiences and greater operating efficiencies; business mix and the impacts of restructuring and other actions; partially offset by the revenue impacts of government programs, operating cost management and net portfolio divestitures in 2026.

Reportable Segments

See Note 9 of Notes to the Condensed Consolidated Financial Statements included in Part I, Item 1 of this report for more information on our segments. We utilize various metrics to evaluate and manage our reportable segments, including people served by UnitedHealthcare by major market segment and funding arrangement, people served by Optum Health and adjusted scripts for Optum Rx. These metrics are the main drivers of revenue, earnings and cash flows at each business. The metrics also allow management and investors to evaluate and understand business mix, including the level and scope of services provided to people, and pricing trends when comparing the metrics to revenue by segment.

2026 Business Realignment

On January 1, 2026, we realigned certain businesses to respond to changes in the markets we serve 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. Our reportable segments remain unchanged; with prior period segment financial information, including people served by Optum; recast to conform to the 2026 presentation.

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The following table presents a summary of the reportable segment financial information:


	Three Months Ended March 31,						Increase/ (Decrease)
(in millions, except percentages)	2026			2025			2026 vs. 2025
Revenues
UnitedHealthcare	$	86,265		$	84,617		$	1,648		2	%
Optum Health (a)	24,109			24,837			(728)			(3)
Optum Insight (a)	5,125			5,027			98			2
Optum Rx	35,736			35,132			604			2
Optum eliminations (a)	(1,221)			(1,111)			(110)			10
Optum	63,749			63,885			(136)			—
Eliminations	(38,293)			(38,927)			634			(2)
Consolidated revenues	$	111,721		$	109,575		$	2,146		2	%
Earnings from operations
UnitedHealthcare	$	5,694		$	5,226		$	468		9	%
Optum Health (a)	1,141			1,411			(270)			(19)
Optum Insight (a)	963			1,164			(201)			(17)
Optum Rx	1,192			1,318			(126)			(10)
Optum	3,296			3,893			(597)			(15)
Consolidated earnings from operations	$	8,990		$	9,119		$	(129)		(1)	%
Operating margin
UnitedHealthcare	6.6		%	6.2		%	0.4		%
Optum Health (a)	4.7			5.7			(1.0)
Optum Insight (a)	18.8			23.2			(4.4)
Optum Rx	3.3			3.8			(0.5)
Optum	5.2			6.1			(0.9)
Consolidated operating margin	8.0		%	8.3		%	(0.3)		%

(a)Prior period amounts have been recast to reflect the realignment of Optum Financial.

UnitedHealthcare

The following table summarizes UnitedHealthcare revenues by business:


	Three Months Ended March 31,				Increase/ (Decrease)
(in millions, except percentages)	2026		2025		2026 vs. 2025
UnitedHealthcare Employer & Individual - Domestic	$	19,206	$	19,066	$	140	1	%
UnitedHealthcare Employer & Individual - Global	912		782		130		17
UnitedHealthcare Employer & Individual - Total	20,118		19,848		270		1
UnitedHealthcare Medicare & Retirement	42,082		41,705		377		1
UnitedHealthcare Community & State	24,065		23,064		1,001		4
Total UnitedHealthcare revenues	$	86,265	$	84,617	$	1,648	2	%

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The following table summarizes the number of people served by our UnitedHealthcare businesses, by major market segment and funding arrangement:


	March 31,		Increase/(Decrease)
(in thousands, except percentages)	2026	2025	2026 vs. 2025
Commercial:
Risk-based	7,725	8,410	(685)	(8)	%
Fee-based	22,340	21,590	750	3
Total Commercial	30,065	30,000	65	—
Medicare Advantage	7,555	8,245	(690)	(8)
Medicaid	7,160	7,570	(410)	(5)
Medicare Supplement (Standardized)	4,270	4,310	(40)	(1)
Total Community and Senior	18,985	20,125	(1,140)	(6)
Total UnitedHealthcare - Medical	49,050	50,125	(1,075)	(2)	%
Supplemental Data:
Medicare Part D stand-alone	2,740	2,835	(95)	(3)	%
South American businesses held for sale	1,160	1,160	—	—	%

UnitedHealthcare’s revenues and earnings from operations increased due to pricing trends and actions, including increased Medicaid rates, and growth in people served through fee-based commercial offerings; partially offset by a 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. Earnings from operations also increased due to affordability initiatives and increased favorable reserve development, partially offset by investments to support future growth.

Optum

Total revenues decreased due to Optum Health, partially offset by growth in Optum Rx. Earnings from operations decreased across the Optum segments. The results by segment were as follows:

Optum Health

Revenues at Optum Health decreased primarily due to fewer patients served under value-based arrangements, partially offset by business combinations. Earnings from operations decreased due to continued elevated medical cost trends, the impacts of net portfolio divestitures and investments to support future growth, partially offset by cost management, favorable reserve development and the reduction of loss contract reserves established in the fourth quarter of 2025. Optum Health served approximately 93 million people and 95 million people as of March 31, 2026 and March 31, 2025, respectively.

Optum Insight

Revenues at Optum Insight increased due to elevated investment and other income and growth in technology services, partially offset by lower volumes within business services. Earnings from operations decreased due to investments in people, technology and new products; the impacts of restructuring and other actions and lower volumes within business services; partially offset by net portfolio divestitures in 2026, elevated investment and other income and growth in technology services.

Optum Rx

Revenues at Optum Rx increased due to growth in specialty pharmacy partially offset by decreased script volume due to contraction in people served at UnitedHealthcare. Earnings from operations decreased due to lower script volumes and investments in people, partially offset by growth in specialty pharmacy. Optum Rx fulfilled 383 million and 408 million adjusted scripts in the first quarters of 2026 and 2025, respectively.

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LIQUIDITY, FINANCIAL CONDITION AND CAPITAL RESOURCES

Liquidity

Summary of our Major Sources and Uses of Cash and Cash Equivalents


	Three Months Ended March 31,				Increase/(Decrease)
(in millions)	2026		2025		2026 vs. 2025
Sources of cash:
Cash provided by operating activities	$	8,912	$	5,456	$	3,456
Issuances of short-term borrowings and long-term debt, net of repayments	—		3,911		(3,911)
Cash received from dispositions and other strategic transactions, net	1,081		21		1,060
Proceeds from common stock issuances	231		360		(129)
Sales and maturities of investments, net of purchases	—		1,217		(1,217)
Repayments of care provider loans - cyberattack	82		891		(809)
Customer funds administered	600		1,245		(645)
Total sources of cash	10,906		13,101		(2,195)
Uses of cash:
Cash dividends paid	(2,005)		(1,912)		(93)
Common stock repurchases	—		(3,000)		3,000
Repayments of short-term borrowings and long-term debt, net of issuances	(400)		—		(400)
Cash paid for acquisitions and other transactions, net of cash assumed	—		(702)		702
Purchases of investments, net of sales and maturities	(2,352)		—		(2,352)
Purchases of property, equipment and capitalized software	(763)		(898)		135
Originations and purchases of loans, net of repayments and maturities	(516)		(579)		63
Other	(1,397)		(529)		(868)
Total uses of cash	(7,433)		(7,620)		187
Effect of exchange rate changes on cash and cash equivalents	(7)		15		(22)
Increase in cash and cash equivalents, including cash within businesses held for sale	$	3,466	$	5,496	$	(2,030)
Less: net increase in cash within businesses held for sale	170		(91)		261
Net increase in cash and cash equivalents	$	3,636	$	5,405	$	(1,769)

2026 Cash Flows Compared to 2025 Cash Flows

Increased cash flows provided by operating activities were driven by legislative changes from the Inflation Reduction Act impacting pharmacy rebates and other changes in working capital accounts. Other significant changes in sources or uses of cash year-over-year included decreased share repurchases, increased cash received from dispositions and decreased cash paid for acquisitions, offset by decreased issuances of short-term borrowings and long-term debt, increased net purchases of investments, decreased repayments of care provider loans and decreased customer funds administered.

Financial Condition

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. Additionally, we had $10.3 billion of loan receivables as of March 31, 2026. Given the significant portion of our portfolio held in cash and cash equivalents, we do not anticipate fluctuations in the aggregate fair value of our financial assets to have a material impact on our liquidity or capital position.

Our available-for-sale debt securities portfolio had a weighted-average duration of 4.1 years and a weighted-average credit rating of “Double A” as of March 31, 2026. When multiple credit ratings are available for an individual security, the average of the available ratings is used to determine the weighted-average credit rating.

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Capital Resources and Uses of Liquidity

In addition to cash flows from operations and cash and cash equivalent balances available for general corporate use, our capital resources and uses of liquidity are as follows:

Cash Requirements. A summary of our cash requirements as of December 31, 2025 was disclosed in Part II, Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in our 2025 10-K. During the three months ended March 31, 2026, there were no material changes to this previously disclosed information outside the ordinary course of business. We believe our capital resources are sufficient to meet future, short-term and long-term, liquidity needs. We continually evaluate opportunities to expand our operations, including through internal development of new products, programs and technology applications and business combinations.

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. For more information on our commercial paper and bank credit facilities, see Note 5 of the Notes to the Condensed Consolidated Financial Statements included in Part I, Item 1 of this report and Note 8 of Notes to the Consolidated Financial Statements included in Part II, Item 8, “Financial Statements and Supplementary Data” in our 2025 10-K. As of March 31, 2026, we were in compliance with the various covenants under our bank credit facilities.

Long-Term Debt. Periodically, we access capital markets and issue long-term debt for general corporate purposes, such as to meet our working capital requirements, to refinance debt, to finance acquisitions or for share repurchases. For more information on our long-term debt, see Note 5 of the Notes to the Condensed Consolidated Financial Statements included in Part I, Item 1 of this report and Note 8 of Notes to the Consolidated Financial Statements included in Part II, Item 8, “Financial Statements and Supplementary Data” in our 2025 10-K.

Credit Ratings. Our credit ratings as of March 31, 2026 were as follows:

Moody’s

S&P Global

Fitch

A.M. Best

Ratings

Outlook

Ratings

Outlook

Ratings

Outlook

Ratings

Outlook

Senior unsecured debt

Negative

A+

Negative

A-

Stable

Commercial paper

P-1

n/a

A-1

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. A significant downgrade in our credit ratings or adverse conditions in the capital markets may increase the cost of borrowing for us or limit our access to capital.

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. We have various agreements with reinsurers that could limit our risk of loss under certain circumstances, thus reducing our capital and surplus requirements. These agreements do not qualify for reinsurance accounting and are therefore accounted for under deposit accounting.

Share Repurchase Program. During the three months ended March 31, 2026, a counterparty purchased and held 1.7 million shares at an average price of $285.68 per share pursuant to forward share repurchase contracts. See Note 6 of Notes to the Condensed Consolidated Financial Statements included in Part I, Item 1 of this report for more information on the Company’s forward share repurchase contracts. As of March 31, 2026, we had Board of Directors’ authorization to purchase up to 19.3 million shares of our common stock. The Board of Directors from time to time may further amend the share repurchase program in order to increase the authorized number of shares which may be repurchased under the program.

Dividends. Our quarterly cash dividend to shareholders reflects an annual rate of $8.84. For more information on our dividend, see Note 6 of Notes to the Condensed Consolidated Financial Statements included in Part I, Item 1 of this report.

Pending Acquisitions. As of March 31, 2026, we have 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.

For additional liquidity discussion, see Note 10 of Notes to the Consolidated Financial Statements included in Part II, Item 8, “Financial Statements and Supplementary Data” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” included in Part II, Item 7 in our 2025 10-K.

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RECENTLY ISSUED ACCOUNTING STANDARDS

There are no recently issued accounting standards that are expected to have a material impact on our Condensed Consolidated Financial Statements.

CRITICAL ACCOUNTING ESTIMATES

In preparing our Condensed Consolidated Financial Statements, we are required to make judgments, assumptions and estimates, which we believe are reasonable and prudent based on the available facts and circumstances. These judgments, assumptions and estimates affect certain of our revenues and expenses and their related balance sheet accounts and disclosure of our contingent liabilities. We base our assumptions and estimates primarily on historical experience and consider known and projected trends. On an ongoing basis, we re-evaluate our selection of assumptions and the method of calculating our estimates. Actual results, however, may materially differ from our calculated estimates, and this difference would be reported in our current operations.

Our critical accounting estimates include medical costs payable and goodwill. For a detailed description of our critical accounting estimates, see “Management’s Discussion and Analysis of Financial Condition and Results of Operations” included in Part II, Item 7 in our 2025 10-K. For a detailed discussion of our significant accounting policies, see Note 2 of Notes to the Consolidated Financial Statements included in Part II, Item 8, “Financial Statements and Supplementary Data” in our 2025 10-K.

FORWARD-LOOKING STATEMENTS

The statements, estimates, projections, guidance or outlook contained in this document include “forward-looking” statements which are intended to take advantage of the “safe harbor” provisions of the federal securities laws. The words “believe,” “expect,” “intend,” “estimate,” “anticipate,” “forecast,” “outlook,” “plan,” “project,” “should” and similar expressions identify forward-looking statements. These statements may contain information about financial prospects, economic conditions and trends and involve risks and uncertainties. Actual results could differ materially from those that management expects, depending on the outcome of certain factors including: our ability to effectively estimate, price for and manage medical costs; new or changes in existing health care laws or regulations, or their enforcement or application; cyberattacks, other privacy/data security incidents, or our failure to comply with related regulations; reductions in revenue or delays to cash flows received under government programs; changes in Medicare, the CMS star ratings program or the application of risk adjustment data validation audits; the DOJ’s legal actions concerning our participation in the Medicare program; our ability to maintain and achieve improvement in quality scores impacting revenue; failure to maintain effective and efficient information systems or if our technology products do not operate as intended; risks and uncertainties associated with our businesses providing pharmacy care services; competitive pressures, including our ability to maintain or increase our market share; changes in or challenges to our public sector contract awards; failure to achieve targeted operating cost productivity improvements; failure to develop and maintain satisfactory relationships with health care payers, physicians, hospitals and other service providers; the impact of potential changes in tax laws and regulations; increases in costs and other liabilities associated with litigation, government investigations, audits or reviews; risks and uncertainties associated with our increasing use of artificial intelligence and other emerging technologies; failure to complete, manage or integrate strategic transactions; risk and uncertainties associated with the sale of our remaining operations in South America; risks associated with public health crises arising from large-scale medical emergencies, pandemics, natural disasters and other extreme events; failure to attract, develop, retain, and manage the succession of key employees and executives; our investment portfolio performance; impairment of our goodwill and intangible assets; failure to protect proprietary rights to our databases, software and related products; downgrades in our credit ratings; and our ability to obtain sufficient funds from our regulated subsidiaries or from external financings to fund our obligations, reinvest in our business, maintain our debt to total capital ratio at targeted levels, maintain our quarterly dividend payment cycle, or continue repurchasing shares of our common stock.

This above list is not exhaustive. We discuss these matters, and certain risks that may affect our business operations, financial condition and results of operations, more fully in our filings with the SEC, including our reports on Forms 10-K, 10-Q and 8-K. By their nature, forward-looking statements are not guarantees of future performance or results and are subject to risks, uncertainties and assumptions that are difficult to predict or quantify. Actual results may vary materially from expectations expressed or implied in this document or any of our prior communications. You should not place undue reliance on forward-looking statements, which speak only as of the date they are made. We do not undertake to update or revise any forward-looking statements, except as required by law.

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ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

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. Unrealized gains and losses on investments in available-for-sale debt securities are reported in comprehensive income.

The following table summarizes the impact of hypothetical changes in market interest rates across the entire yield curve by 1% point or 2% points as of March 31, 2026 on our investment income and interest expense per annum, and the fair value of our investments and debt (in millions, except percentages):


	March 31, 2026
Increase (Decrease) in Market Interest Rate	Investment Income Per Annum		Interest Expense Per Annum		Fair Value of Financial Assets		Fair Value of Financial Liabilities
2 %	$	767	$	577	$	(4,388)	$	(8,682)
1	383		288		(2,240)		(4,765)
(1)	(383)		(275)		2,272		5,695
(2)	(767)		(545)		4,547		12,753

Note: The impact of hypothetical changes in interest rates may not reflect the full 100 or 200 basis point change on interest income and interest expense or on the fair value of financial assets and liabilities as the rates are assumed to not fall below zero.

ITEM 4. CONTROLS AND PROCEDURES

EVALUATION OF DISCLOSURE CONTROLS AND PROCEDURES

We maintain disclosure controls and procedures as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934 (Exchange Act) that are designed to provide reasonable assurance that information required to be disclosed by us in reports that we file or submit under the Exchange Act is (i) recorded, processed, summarized and reported within the time periods specified in SEC rules and forms; and (ii) accumulated and communicated to our management, including our principal executive officer and principal financial officer, as appropriate to allow timely decisions regarding required disclosure.

In connection with the filing of this quarterly report on Form 10-Q, management evaluated, under the supervision and with the participation of our Chief Executive Officer and Chief Financial Officer, the effectiveness of the design and operation of our disclosure controls and procedures as of March 31, 2026. Based upon that evaluation, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures were effective at the reasonable assurance level as of March 31, 2026.

CHANGES IN INTERNAL CONTROL OVER FINANCIAL REPORTING

There have been no changes in our internal control over financial reporting during the quarter ended March 31, 2026 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

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PART II. OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

A description of our legal proceedings is included in and incorporated by reference to Note 7 of Notes to the Condensed Consolidated Financial Statements included in Part I, Item 1 of this report.

ITEM 1A. RISK FACTORS

In addition to the other information set forth in this report, you should carefully consider the factors discussed in Part I, Item 1A, “Risk Factors” of our 2025 10-K, which could materially affect our business, financial condition or future results. The risks described in our 2025 10-K are not the only risks facing us. Additional risks and uncertainties not currently known to us or that we currently deem to be immaterial also may materially adversely affect our business, financial condition or future results.

There have been no material changes to the risk factors as disclosed in our 2025 10-K.

ITEM 2. UNREGISTERED SALE OF EQUITY SECURITIES AND USE OF PROCEEDS

Issuer Purchases of Equity Securities (a)

First Quarter 2026


For the Month Ended	Total Number of Shares Purchased	Average Price Paid Per Share		Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs	Maximum Number of Shares That May Yet Be Purchased Under The Plans or Programs
	(in millions)			(in millions)	(in millions)
January 31, 2026	—	$	—	—	21.0
February 28, 2026	—	—		—	21.0
March 31, 2026 (b)	1.7	285.68		1.7	19.3
Total	1.7	$	285.68	1.7

(a) In November 1997, our Board of Directors adopted a share repurchase program, which the Board of Directors evaluates periodically. In June 2024, the Board of Directors amended our share repurchase program to authorize the repurchase of up to 35 million shares of our common stock in open market purchases or other types of transactions (including prepaid or structured repurchase programs), in addition to all remaining shares authorized to be repurchased under the Board’s 2018 renewal of the program. There is no established expiration date for the program. The Board of Directors from time to time may further amend the share repurchase program in order to increase the authorized number of shares which may be repurchased under the program.

(b) Shares repurchased in the month ended March 31, 2026 were purchased and held by a counterparty as part of forward share repurchase contracts. See Note 6 of Notes to the Condensed Consolidated Financial Statements included in Part I, Item 1 of this report for more information on the Company’s forward share repurchase contracts.

ITEM 5. OTHER INFORMATION

Trading Arrangements

During the quarter ended March 31, 2026, none of the Company’s directors or officers (as defined in Rule 16a-1(f) under the Exchange Act) adopted or terminated any contract, instruction or written plan for the purchase or sale of Company securities intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) under the Exchange Act or any non-Rule 10b5-1 trading arrangement.

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ITEM 6. EXHIBITS*

The following exhibits are filed or incorporated by reference herein in response to Item 601 of Regulation S-K. The Company files Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q and Current Reports on Form 8-K pursuant to the Securities Exchange Act of 1934 under Commission File No. 1-10864.


3.1						Certificate of Incorporation of UnitedHealth Group Incorporated (incorporated by reference to Exhibit 3.1 to the Company’s Registration Statement on Form 8-A/A filed on July 1, 2015)
3.2						Amended and Restated Bylaws of UnitedHealth Group Incorporated, effective Novem ber 6 , 202 5 (incorporated by reference to Exhibit 3.1 to UnitedHealth Group Incorporated’s Current Report on Form 8-K filed on November 1 3, 2025 )
4.1						Amended and Restated Indenture, dated as of April 27, 2023, between UnitedHealth Group Incorporated and Wilmington Trust Company, as successor trustee (incorporated by reference to Exhibit 4.1 to UnitedHealth Group Incorporated’s Current Report on Form 8-K filed on April 28, 2023)
4.2						Indenture, dated as of February 4, 2008, between UnitedHealth Group Incorporated and U.S. Bank National Association (incorporated by reference to Exhibit 4.1 to the Company’s Registration Statement on Form S-3, SEC File Number 333-149031, filed on February 4, 2008)
4.3						Supplemental Indenture, dated as of April 18, 2023, between UnitedHealth Group Incorporated and U.S. Bank Trust Company, National Association, as trustee, relating to the 6.875% Senior Notes due 2038 (incorporated by reference to Exhibit 4.1 to UnitedHealth Group Incorporated’s Current Report on Form 8-K filed on April 24, 2023)
31.1						Certifications pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32.1						Certifications pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
101.INS						XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.
101.SCH						Inline XBRL Taxonomy Extension Schema Document.
101.CAL						Inline XBRL Taxonomy Extension Calculation Linkbase Document.
101.DEF						Inline XBRL Taxonomy Extension Definition Linkbase Document.
101.LAB						Inline XBRL Taxonomy Extension Label Linkbase Document.
101.PRE						Inline XBRL Taxonomy Extension Presentation Linkbase Document.
104						Cover Page Interactive Data File (formatted as Inline XBRL and embedded within Exhibit 101).

________________


*						Pursuant to Item 601(b)(4)(iii) of Regulation S-K, copies of instruments defining the rights of certain holders of long-term debt are not filed. The Company will furnish copies thereof to the SEC upon request.

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

UNITEDHEALTH GROUP INCORPORATED

/s/ STEPHEN HEMSLEY

Chair and Chief Executive Officer
(principal executive officer)

Dated:

May 5, 2026

Stephen Hemsley

/s/ WAYNE DEVEYDT

Chief Financial Officer
(principal financial officer)

Dated:

May 5, 2026

Wayne DeVeydt

/s/ DENNIS STANKIEWICZ