United Therapeutics (UTHR) insider files Form 144 for proposed 4,000-share sale

Rhea-AI Filing Summary

United Therapeutics (UTHR) Form 144 notice shows a proposed sale of 4,000 common shares through TD Securities on 09/10/2025, with an aggregate market value of $1,594,872.82. The filing reports 45,230,000 shares outstanding, providing context for the size of the proposed sale relative to the company’s float.

The securities being sold were originally acquired on 03/15/2016 under an executive deferred compensation arrangement from Martine Rothblatt (amount acquired: 294,000). The filing also discloses a recent sale of 8,000 shares on 09/09/2025 that generated gross proceeds of $3,188,374.33. Payment for the acquired securities was by shares exercised via vested options and paid with common shares.

Positive

• Disclosure compliance: The filing provides required Rule 144 details including broker, proposed sale date, and attestation of no undisclosed material information.
• Small relative size: The proposed sale (4,000 shares) is a small fraction of the 45,230,000 shares outstanding, suggesting limited market impact.

Negative

• No Rule 10b5-1 plan date provided: The filing references possible reliance on a trading plan but does not specify a plan adoption date.
• Recent seller activity: The filer sold 8,000 shares within the past three months, which may prompt investor questions about insider selling patterns.

Insights

Securities Analyst

TL;DR: Small, routine insider sale filing showing planned disposition and recent sales; not obviously material to company fundamentals.

The Form 144 indicates a proposed sale of 4,000 shares valued at about $1.6 million, and a prior sale of 8,000 shares with proceeds of $3.19 million. The shares originated from an executive deferred compensation grant dated 03/15/2016 and were settled via exercised vested options and common-share payment. Given the issuer's reported outstanding share count of 45.23 million, the proposed sale represents a very small fraction of outstanding shares. This looks like a compliance disclosure for an insider disposition rather than a corporate event impacting operations or capital structure.

Corporate Governance Expert

TL;DR: Filing documents insider compliance with Rule 144 and notes a representation of no undisclosed material information.

The notice documents the broker (TD Securities) and the relationship to the issuer via the named transferor, Martine Rothblatt. The form includes the required attestation that the seller does not possess undisclosed material information and references possible Rule 10b5-1 plan reliance without providing a plan adoption date. From a governance perspective, the disclosure appears procedurally complete but lacks any indication of a trading plan date or additional governance context.

Form 144 Filer Information	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 144 NOTICE OF PROPOSED SALE OF SECURITIES PURSUANT TO RULE 144 UNDER THE SECURITIES ACT OF 1933
FORM 144

144: Filer Information

Filer CIK
Filer CCC
Is this a LIVE or TEST Filing?	LIVE TEST
Submission Contact Information
Name
Phone
E-Mail Address

144: Issuer Information

Name of Issuer

SEC File Number

Address of Issuer

Phone

Name of Person for Whose Account the Securities are To Be Sold

See the definition of "person" in paragraph (a) of Rule 144. Information is to be given not only as to the person for whose account the securities are to be sold but also as to all other persons included in that definition. In addition, information shall be given as to sales by all persons whose sales are required by paragraph (e) of Rule 144 to be aggregated with sales for the account of the person filing this notice.

Relationship to Issuer

144: Securities Information

Title of the Class of Securities To Be Sold	Name and Address of the Broker	Number of Shares or Other Units To Be Sold	Aggregate Market Value	Number of Shares or Other Units Outstanding	Approximate Date of Sale	Name the Securities Exchange
Common	TD SECURITIES (USA) LLC 125 PARK AVE, 20Th Floor New York NY 10017	4000	1594872.82	45230000	09/10/2025	NASDAQ

Furnish the following information with respect to the acquisition of the securities to be sold and with respect to the payment of all or any part of the purchase price or other consideration therefor:

144: Securities To Be Sold

Title of the Class	Date you Acquired	Nature of Acquisition Transaction	Name of Person from Whom Acquired	Is this a Gift?	Date Donor Acquired	Amount of Securities Acquired	Date of Payment	Nature of Payment *
Common	03/15/2016	Executive Deferred Compensation	Martine Rothblatt			294000	09/09/2025	Shares exercised via vested options and payment made via common shares

* If the securities were purchased and full payment therefor was not made in cash at the time of purchase, explain in the table or in a note thereto the nature of the consideration given. If the consideration consisted of any note or other obligation, or if payment was made in installments describe the arrangement and state when the note or other obligation was discharged in full or the last installment paid.

Furnish the following information as to all securities of the issuer sold during the past 3 months by the person for whose account the securities are to be sold.

144: Securities Sold During The Past 3 Months

Name and Address of Seller	Title of Securities Sold	Date of Sale	Amount of Securities Sold	Gross Proceeds
MARTINE ROTHBLATT 1000 Spring Street Silver Spring MD 20910	Common	09/09/2025	8000	3188374.33

144: Remarks and Signature

Remarks

Date of Notice

Date of Plan Adoption or Giving of Instruction, If Relying on Rule 10b5-1

ATTENTION:

The person for whose account the securities to which this notice relates are to be sold hereby represents by signing this notice that he does not know any material adverse information in regard to the current and prospective operations of the Issuer of the securities to be sold which has not been publicly disclosed. If such person has adopted a written trading plan or given trading instructions to satisfy Rule 10b5-1 under the Exchange Act, by signing the form and indicating the date that the plan was adopted or the instruction given, that person makes such representation as of the plan adoption or instruction date.

Signature

ATTENTION: Intentional misstatements or omission of facts constitute Federal Criminal Violations (See 18 U.S.C. 1001)

FAQ

What does the Form 144 filed for UTHR disclose?

The form discloses a proposed sale of 4,000 common shares via TD Securities on 09/10/2025 with aggregate market value $1,594,872.82, and a recent sale of 8,000 shares on 09/09/2025 for $3,188,374.33.

Who is the source of the shares being sold in the UTHR Form 144?

The securities were acquired on 03/15/2016 under an executive deferred compensation arrangement from Martine Rothblatt, totaling 294,000 shares acquired at that time.

Which broker is handling the proposed sale in the UTHR filing?

The filing lists TD Securities (USA) LLC as the broker, located at 125 Park Ave, 20th Floor, New York, NY 10017.

Does the Form 144 state whether the seller has undisclosed material information?

Yes. By signing, the person represents they do not know any material adverse information about the issuer that has not been publicly disclosed.

How large is the proposed sale relative to UTHR’s outstanding shares?

The proposed sale of 4,000 shares is compared with 45,230,000 shares outstanding as reported in the filing.