Underwriting agreement (Form 8-K)

Other Events.

On May 17, 2021, UnitedHealth Group Incorporated (the 'Company') agreed to sell its (i) 0.550% Notes due May 15, 2024 in the aggregate principal amount of $1,000,000,000, (ii) 1.150% Notes due May 15, 2026 in the aggregate principal amount of $1,000,000,000, (iii) 2.300% Notes due May 15, 2031 in the aggregate principal amount of $1,500,000,000, (iv) 3.050% Notes due May 15, 2041 in the aggregate principal amount of $1,500,000,000 and (v) 3.250% Notes due May 15, 2051 in the aggregate principal amount of $2,000,000,000 (collectively, the 'Notes'), pursuant to the Underwriting Agreement, dated May 17, 2021 (the 'Underwriting Agreement'), and the Pricing Agreement, dated May 17, 2021 (the 'Pricing Agreement'), both among the Company and Citigroup Global Markets Inc., BofA Securities, Inc., Credit Suisse Securities (USA) LLC, Goldman Sachs & Co. LLC, J.P. Morgan Securities LLC, PNC Capital Markets LLC and Wells Fargo Securities, LLC, as representatives of the several underwriters listed in Schedule I to the Pricing Agreement.

The Notes were issued on May 19, 2021 pursuant to the Indenture, dated as of February 4, 2008, between the Company and U.S. Bank National Association, as trustee (the 'Indenture'), and the Officers' Certificates and Company Orders, each dated May 19, 2021, 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. 333-236600(the 'Registration Statement'). The Company is filing this Current Report on Form 8-Kto 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, Exhibit 4.4 and Exhibit 4.5. The legal opinion with respect to the validity of the Notes is filed herewith as Exhibit 5.1.

Financial Statements and Exhibits.

(d) Exhibits.