0000731766false00007317662023-12-222023-12-22

Delaware

1-10864

41-1321939

(State or other jurisdiction of incorporation)

(Commission File Number)

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

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

☐ 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. ☐

Item 8.01.    Other Events.

UnitedHealth Group (“the Company”) has entered into an agreement to sell its operations in Brazil to a private investor. The Company expects to close the sale in the first half of 2024, subject to regulatory and other closing conditions. Upon closing the Company expects to record a charge of approximately $7 billion, which will be excluded from adjusted earnings, the majority of which is non-cash and due to the cumulative impact of foreign currency translation losses. In connection with the action, the Company’s 2024 net earnings outlook will be impacted by the expected charge, while the Company is confirming the 2024 adjusted earnings outlook discussed at its November 29 Investor Conference.

Forward-Looking Statements

This Form 8-K may contain statements, estimates, projections, guidance or outlook that constitute “forward-looking” statements as defined under U.S. federal securities laws. These statements involve risks and uncertainties. We caution that actual results could differ materially from those that management expects, depending on the outcome of certain factors, including our ability to satisfy regulatory and other conditions to close the transaction.

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 hereunto duly authorized.

Date: December 29, 2023