When UnitedHealthcare executive Brian Thompson was shot and killed outside a Manhattan hotel in December 2024, the public response was anything but typical. On social media, some users expressed dark humor and even outright anger instead of sympathy, reflecting frustration with the health insurance industry.
Amid the online chatter, one detail about Thompson quickly took center stage: just weeks before, he had quietly sold a massive chunk of his UnitedHealth Group stock. This revelation sparked accusations of insider trading across headlines and forums.
News outlets reported that Thompson, the CEO of UnitedHealthcare (the insurance arm of UnitedHealth Group), was named in a lawsuit alleging he and other execs dumped shares ahead of bad news. In other words, a tragedy had unveiled a financial controversy, and everyone was asking: Did Brian Thompson know something when he cashed out?
Who Is Brian Thompson? (And Why His Role Matters)
To understand the fuss, it helps to know who Brian Thompson was within UnitedHealth Group. The 50-year-old Minnesota resident had been a fixture at UnitedHealth Group for over 20 years, climbing the corporate ladder to become CEO of UnitedHealthcare, the insurance division of America’s largest health insurance company, in April 2021
In that role, Thompson oversaw insurance plans for tens of millions of Americans, from employer-sponsored coverage to Medicare Advantage for seniors. In fact, before becoming CEO of the whole insurance unit, he led UnitedHealthcare’s government programs, including its Medicare and Medicaid businesses. In short, Thompson was a top insider with deep knowledge of UnitedHealthcare’s operations and strategy.
He wasn’t a household-name CEO doing TV interviews; colleagues say he kept a relatively low profile. But his position put him at the helm of a massive insurance enterprise whose performance directly impacts UnitedHealth Group’s stock price and is subject to constant industry scrutiny.
This context is key to why Thompson’s stock sales raised eyebrows. As the CEO of UnitedHealthcare, Thompson would presumably be in the loop on important developments, good or bad, within the company. That’s why when it came out that Thompson sold a large parcel of UnitedHealth Group shares shortly before some negative news broke, investors took notice.
Brian Thompson Insider Trading Lawsuit That Changed Everything
In May 2024, the Hollywood Firefighters’ Pension Fund of Florida dropped a legal bomb that sent shockwaves through Wall Street and the healthcare industry. They filed a class action lawsuit against UnitedHealth Group and three of its top executives: CEO Andrew Witty, Executive Chairman Stephen Hemsley, and our main character, Brian Thompson.
The lawsuit seriously accused these executives of engaging in insider trading by selling large amounts of personal stock while keeping quiet about a Department of Justice antitrust investigation into the company.
According to the lawsuit, UnitedHealth became aware of the DOJ investigation in October 2023. Instead of disclosing this potentially market-moving information to investors, the executives allegedly kept it under wraps while selling off substantial portions of their personal holdings:
- Hemsley allegedly sold over $102 million of his shares
- Thompson allegedly sold more than $15 million of his shares
For context, it’s not unusual for executives to sell stock from time to time. People sell shares for all kinds of reasons (buying a house, diversifying their portfolio, paying taxes, etc.). But Thompson’s sale stood out for a few reasons:
- Size and Timing: It was a very large sale by any measure ( $15 million). And it occurred just before some adverse news became public about UnitedHealth Group, which we’ll detail shortly.
- Below Peak Price: Interestingly, Thompson sold at around $521 per share, which was below where the stock was trading a few months later. That could suggest he was eager to “take some cash off the table” even without getting top dollar for his shares.
- No Offsetting Buys: In the preceding year, UnitedHealth insiders as a group hadn’t been buying stock, only selling. Thompson’s trade was part of a broader pattern where multiple executives sold stock and none bought.
The bombshell became public in February 2024 when the Wall Street Journal reported that the DOJ had reopened an antitrust investigation into UnitedHealth’s acquisition of Change Healthcare.
This was the “uh-oh” moment for the market. UnitedHealth Group’s stock price promptly plunged by about $27 per share on the disclosure, erasing nearly $25 billion in shareholder value in a day. Investors were caught off guard, after all, the company had made no prior mention that federal investigators were sniffing around.
The pension fund claimed they purchased UnitedHealth stock at “artificially inflated prices” and suffered damages as a result of the executives’ alleged failure to disclose the DOJ investigation. By July 2024, the lawsuit had grown, with the California Public Employees Retirement System (CalPERS) joining as lead plaintiff.
DOJ Investigation: What Was It All About?
To understand the insider trading allegations, we need to understand what the DOJ was investigating.
The story begins in January 2021, when UnitedHealth announced its plan to acquire Change Healthcare, a health technology company, for $13 billion. Change Healthcare operated an electronic data interchange clearinghouse that processed claims and other sensitive information between healthcare providers and payers across the industry.
The DOJ initially sued to block the deal on antitrust grounds, arguing that UnitedHealth would gain access to sensitive data that it could wield against competitors. Despite this challenge, UnitedHealth prevailed, and the acquisition was finalized.
Throughout the dispute, UnitedHealth executives had insisted that they would maintain proper “firewalls” to prevent sensitive information from flowing between different divisions of the merged company. But in February 2024, DOJ reopened its investigation, specifically looking into whether these firewalls were being maintained.
This wasn’t the only regulatory challenge UnitedHealth faced. In November 2024, just weeks before Thompson’s death, the DOJ filed another lawsuit to block UnitedHealth Group’s proposed $3.3 billion acquisition of rival home health provider Amedisys Inc., citing concerns about reduced competition in the healthcare market.
SEC Rule 10b5-1 Plans: The Legal Shield (Or Loophole?)
At this point, you might wonder: How could Thompson sell all that stock if he knew bad news internally? Isn’t that illegal insider trading? U.S. securities laws do prohibit insiders from trading on material non-public information. However, executives have a common way to protect themselves legally when selling shares: SEC Rule 10b5-1 trading plans.
The SEC created Rule 10b5-1 back in 2000 to provide a “safe harbor” for corporate insiders who want to buy or sell company stock without running afoul of insider trading laws. Under this rule, an executive can set up a predetermined plan that specifies in advance:
- When they’ll buy or sell shares
- How many shares they’ll trade
- At what price they’ll make these trades
The key thing is that the plan must be established when the executive doesn’t possess any material non-public information (MNPI). Once the plan is in place, the executive can legally sell shares according to the plan, even if they later come into possession of MNPI.
In a hypothetical example, imagine a CEO who sets a plan on January 1 to sell stock on March 1. On February 1, he learns terrible, non-public news about the company that will surely tank the stock in April. If he sticks to his pre-set March 1 sale, he technically sells while knowing bad news – normally insider trading – but Rule 10b5-1 gives him a pass because the trade was scheduled beforehand. The key is that the plan must have been adopted before he had the insider info, and he can’t alter or influence the plan once he knows.
So, did Brian Thompson have a 10b5-1 plan for his UnitedHealth stock sales? That’s unclear, and it’s a critical detail. So far, reports and legal filings have not indicated that Thompson’s $12–15 million sale was conducted under a pre-existing 10b5-1 plan. In fact, a letter from several U.S. Senators later pointed out that there was “no indication that the trades were executed according to scheduled trading plans” in the relevant filings. The trades also occurred during an unusual window when normally a company might have imposed an insider trading blackout (given the DOJ investigation). In other words, if Thompson had a 10b5-1 plan, it’s not evident from the public documents.
It’s possible Thompson’s sale was an unscheduled trade, which, if he indeed possessed material non-public info, could spell trouble. If it was under a 10b5-1 plan set earlier, he’d be on firmer legal ground. As of now, the trades are under scrutiny, and no definitive answer has been given on the 10b5-1 question.
The Tragic End
On December 4, 2024, while in New York for UnitedHealthcare’s annual investor conference, Brian Thompson was shot and killed outside the Hilton hotel in midtown Manhattan. Police described it as a “brazen, targeted attack.”
After a five-day manhunt, authorities arrested 26-year-old Luigi Mangione and charged him with second-degree murder. While the motive remains under investigation, authorities found a three-page letter in Mangione’s backpack expressing anger toward what he described as “parasitic” health insurance companies.
Some reports indicated that shell casings at the scene had messages written on them, including words like “deny,” “defend,” and “depose” phrases reminiscent of tactics insurance companies are sometimes accused of using to delay or deny claims.
Brian Thompson Insider Trading Verdict: No Charges, But Plenty of Questions
It must be emphasized that to date, Brian Thompson was never found guilty of any illegal trading. Allegations and lawsuits are not the same as convictions. Executives selling stock is perfectly legal in general, and it happens all the time without foul play.
Thompson’s stock sales themselves were not inherently illegal after all; he filed the required disclosures ( Form 4 and 144, not to be confused with Rule 10b-5 liability), and there’s no evidence the SEC or DOJ charged him with insider trading while he was alive.
However, the ethical cloud around Thompson’s trades is hard to ignore. The timing and circumstances look bad, even if a court might ultimately find no wrongdoing. Selling nearly half your stake in your company and then watching the stock sink right afterwards is the kind of thing that erodes trust.
The shareholder lawsuit is currently a civil case seeking to recover investors’ losses, and it remains to be seen if it succeeds or if any authorities pick up the investigation further. For now, the insider trading controversy remains an allegation, but one that has certainly tarnished Thompson’s and UnitedHealthcare’s reputation in the eyes of many.