Money and timing. In the world of high-stakes corporate finance, they are everything. When Brian Thompson, the late CEO of UnitedHealthcare, offloaded a massive chunk of company stock in early 2024, it didn't just raise eyebrows—it sparked a legal firestorm that continues to ripple through the healthcare industry long after his tragic death.
Honestly, the timeline is what gets people.
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Basically, Thompson sold about $15.1 million in stock on February 16, 2024. Just a few days later, the world found out that the Department of Justice (DOJ) had reopened a massive antitrust investigation into UnitedHealth Group. When that news hit the Wall Street Journal on February 27, the stock price didn't just dip. It cratered. We’re talking about a $27-per-share drop that wiped out nearly **$25 billion** in market value in a heartbeat.
You’ve probably seen the headlines. But the "Brian Thompson insider trading" narrative isn't just about one guy selling some shares. It’s a complex web involving federal probes, pension fund lawsuits, and questions about what executives knew and when they knew it.
The $100 Million Window
Here is the thing: Thompson wasn't the only one selling.
Between October 2023 and February 2024, a small group of UnitedHealth insiders—including Chairman Stephen Hemsley—sold off more than $120 million in stock. Hemsley alone accounted for over $102 million of that total.
Why does that matter?
Because according to a class-action lawsuit filed by the City of Hollywood Firefighters’ Pension Fund, the company reportedly received notice of the DOJ’s non-public antitrust probe on October 10, 2023. If you look at the calendar, the heavy selling started almost immediately after that notice arrived.
A breakdown of the key trades:
- October 16, 2023: Chief People Officer Erin McSweeney nets about $1.1 million.
- December 5, 2023: Stephen Hemsley offloads a massive block.
- February 16, 2024: Brian Thompson exercises options and sells for a $15.1 million gain.
- February 23, 2024: Chief Accounting Officer Tom Roos sells shares worth $450,000.
- February 26-27, 2024: The DOJ probe goes public; the stock tanks.
The optics are, well, not great.
Usually, CEOs sell stock all the time. It's part of their compensation. But what caught the eye of Senator Elizabeth Warren and various pension funds was the lack of a Rule 10b5-1 trading plan for these specific sales. These plans are designed to prevent insider trading by scheduling trades months in advance. Without them, it looks like the executives were just "dumping" stock because they knew bad news was coming.
The DOJ Shadow and the "Firewall" Problem
The antitrust investigation itself was a beast. It centered on UnitedHealth’s acquisition of Change Healthcare. The government was worried that by owning both the insurance side (UnitedHealthcare) and the data side (Optum), the company would have an unfair peek into the data of its competitors.
UnitedHealth promised a "firewall." They told the courts and investors that Optum wouldn't share sensitive rival data with Thompson’s insurance division.
The lawsuit alleges that was a lie.
It claims the firewall was essentially a "suggestion" rather than a technical reality. When the DOJ started sniffing around again to see if UnitedHealth had broken its promises, the company kept it quiet. For months. Investors argue that by hiding the investigation while selling their own shares, the executives committed securities fraud.
Why the SEC Got Involved
In April 2024, the pressure reached a boiling point. Senator Elizabeth Warren sent a blistering letter to SEC Chair Gary Gensler, calling the timing of the trades "deeply troubling." She basically asked if the SEC was going to sit on its hands or actually look into whether these guys traded on material non-public information.
Brian Thompson's defense—and the company's—was standard corporate procedure. They maintained that all trades were cleared by internal legal teams and occurred during "open trading windows."
But "legal" and "fair" aren't always the same thing in the eyes of the public. Or the DOJ.
The Human Element and the Tragic Ending
It is impossible to talk about Brian Thompson insider trading without acknowledging the dark turn the story took in December 2024. Thompson was in New York for an investor meeting—ironically, the kind of event where executives try to reassure shareholders about the company's future—when he was fatally shot outside the New York Hilton Midtown.
The suspect, Luigi Mangione, was later caught with a manifesto railing against the "parasitic" nature of the American healthcare system.
While the insider trading allegations were a "stain" on Thompson's leadership (as Fortune once put it), they became part of a larger, much angrier conversation about corporate greed. People weren't just mad about stock trades; they were mad about denied claims and $10 million CEO salaries.
What This Means for Investors Now
So, where does that leave us?
First off, the litigation didn't die with Thompson. The class-action lawsuits are still grinding through the District of Minnesota. Shareholders are still trying to claw back the money they lost when the stock fell $27 in a single day.
If you're looking at this from a business perspective, there are a few hard truths here:
- Trading Plans Matter: If you see an executive selling without a 10b5-1 plan, be wary. It might be nothing, but it’s often a red flag.
- Antitrust is the New Boogeyman: For giant companies like UnitedHealth, the biggest risk isn't always a competitor; it's the government.
- Disclosure Lag: Companies have a lot of leeway in when they tell you about an investigation. Sometimes "routine" means "actually very serious."
Actionable Steps for Tracking Executive Activity
If you want to keep an eye on this kind of thing before it hits the news, you have to look at the SEC Form 4. Every time a guy like Thompson sells, they have to file this within two business days.
Don't just look at the dollar amount. Look at the "Transaction Code."
- Code S: A simple sale.
- Code M: Exercising options (usually followed by a sale).
- Check the footnotes: This is where they disclose if the trade was part of a pre-planned 10b5-1 schedule. If that footnote is missing, the executive decided to sell that stock recently.
The Brian Thompson saga is a grim reminder that in the C-suite, your personal finances are never truly private. They are a signal. And in early 2024, the signal coming out of UnitedHealthcare was that something was very, very wrong.