8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

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FORM 8-K

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Current Report

Pursuant to Section 13 or 15(d) of

The Securities Exchange Act of 1934

Date of report (Date of earliest event reported): April 4, 2022

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UNITEDHEALTH GROUP INCORPORATED

(Exact name of registrant as specified in its charter)

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Delaware	1-10864	41-1321939
(State or other jurisdiction of incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)		UnitedHealth Group Center, 9900 Bren Road East,	Minnetonka,	Minnesota	55343
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(Address of principal executive offices)			(Zip Code)

Registrant’s telephone number, including area code: (952) 936-1300

N/A

(Former name or former address, if changed since last report.)

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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:

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 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 7.01. Regulation FD Disclosure.

On April 5, 2022, UnitedHealth Group Incorporated (“UnitedHealth Group”) and Change Healthcare Inc. (“Change Healthcare”) announced that they have entered into a waiver with respect to that certain Agreement and Plan of Merger, dated as of January 5, 2021, among UnitedHealth Group, Change Healthcare and Cambridge Merger Sub Inc., a wholly owned subsidiary of UnitedHealth Group (the “Merger Agreement”), pursuant to which UnitedHealth Group and Change Healthcare have waived their rights to terminate the Merger Agreement until December 31, 2022 and certain other rights under the Merger Agreement. A copy of UnitedHealth Group’s and Change Healthcare’s joint press release is being furnished as Exhibit 99.1 to this Form 8-K.

The information in this Item 7.01, including the exhibit attached hereto, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, nor shall it be deemed incorporated by reference in any UnitedHealth Group filing under the Securities Act of 1933 or the Securities Exchange Act of 1934, except as shall be expressly set forth by specific reference in such filing.

Item 9.01. Financial Statements and Exhibits.

Exhibit	Description
99.1	Joint Press Release dated April 5, 2022
104	Cover Page Interactive Data File (formatted as Inline XBRL)

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 hereunto duly authorized.

Date: April 5, 2022

UNITEDHEALTH GROUP INCORPORATED
By:	/s/ Kuai H. Leong
	Kuai H. Leong
	Assistant Secretary

Document

CHANGE HEALTHCARE AND OPTUM EXTEND MERGER AGREEMENT

Combination will benefit patients, payers and providers by lowering costs and improving experiences

EDEN PRAIRIE, Minn. and NASHVILLE, Tenn. (April 5, 2022)—Optum, a diversified health services company, and Change Healthcare (NASDAQ: CHNG), a health care technology leader, have agreed to extend their merger agreement to December 31, 2022.

In a joint statement, the companies said: “The extended agreement reflects our firm belief in the potential of our combination to improve health care, and in our commitment to contesting the meritless legal challenge to this merger.”

Change Healthcare and Optum share a vision for achieving a simpler, more intelligent and adaptive health system for patients, payers and providers. The combination of Optum and Change Healthcare will connect and simplify the core clinical, administrative and payment processes health care providers and payers depend on to serve patients. Increasing efficiency and reducing friction will benefit the entire health system, resulting in lower costs and a better experience for all stakeholders.

Change Healthcare and Optum will detail the benefits of this combination at a two-week trial scheduled to begin on August 1. The U.S. Department of Justice’s attempt to block the combination is without merit and serves only to delay improving the experience and outcomes for all participants in the health system.

As part of the extension, Optum will pay a $650 million fee to Change Healthcare in the event the merger is unable to be completed because of the court’s decision. Change Healthcare will pay a special cash dividend of $2.00 per share to its shareholders at or about the time of the closing.

About Optum

Optum is a leading information and technology-enabled health services business dedicated to helping make the health system work better for everyone. With more than 190,000 people worldwide, Optum delivers intelligent, integrated solutions that help to modernize the health system and improve overall population health. Optum is part of UnitedHealth Group (NYSE: UNH). For more information, visit www.Optum.com.

About Change Healthcare

Change Healthcare (NASDAQ: CHNG) is a leading healthcare technology company focused on insights, innovation, and accelerating the transformation of the U.S. healthcare system through the power of the Change Healthcare Platform. We provide data and analytics-driven solutions to improve clinical, financial, administrative, and patient-engagement outcomes in the U.S. healthcare system.

UnitedHealth Group Investor Relations

Zack Sopcak

(952) 936-7215

zack.sopcak@uhg.com

Optum Media Relations

Gwen Holliday

(202) 549-3429

gwen.m.holliday@optum.com

Change Healthcare Investor Relations

David Elliott

(205) 907-5540

daelliott@changehealthcare.com

Change Healthcare Media Relations

Katherine Wojtecki

(630) 624-9142

katherine.wojtecki@changehealthcare.com