United Therapeutics (UTHR) president sells shares via 10b5-1 plan

Rhea-AI Filing Summary

United Therapeutics president and COO Michael Benkowitz reported an option exercise and related share sales made through a trust. On January 5, 2026, a trust for his benefit exercised 14,625 stock options at an exercise price of $117.76 per share, receiving the same number of United Therapeutics common shares. The trust then sold those 14,625 shares in a series of open-market transactions at weighted-average prices that include $480.6821 and $494.2723, fully disposing of the shares acquired from the exercise.

The filing states that this option exercise and subsequent sales were carried out under a Rule 10b5-1 trading plan entered into on June 3, 2025. Following these transactions, a trust associated with Benkowitz continues to hold 97,125 stock options, and he also reports 2,648 shares of common stock held directly.

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0287
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

X

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

BENKOWITZ MICHAEL

(Last) (First) (Middle)

C/O UNITED THERAPEUTICS CORPORATION

1000 SPRING STREET

(Street)

SILVER SPRING MD 20910

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
UNITED THERAPEUTICS Corp [ UTHR ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	PRESIDENT AND COO

3. Date of Earliest Transaction (Month/Day/Year)
01/05/2026

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock	01/05/2026		M(1)		14,625	A	$117.76	14,625	I	by Trust(2)
Common Stock	01/05/2026		S(1)		697	D	$480.6821(3)	13,928	I	by Trust(2)
Common Stock	01/05/2026		S(1)		1,657	D	$481.8627(4)	12,271	I	by Trust(2)
Common Stock	01/05/2026		S(1)		873	D	$482.7188(5)	11,398	I	by Trust(2)
Common Stock	01/05/2026		S(1)		697	D	$483.8044(6)	10,701	I	by Trust(2)
Common Stock	01/05/2026		S(1)		1,169	D	$484.995(7)	9,532	I	by Trust(2)
Common Stock	01/05/2026		S(1)		1,669	D	$486.05(8)	7,863	I	by Trust(2)
Common Stock	01/05/2026		S(1)		856	D	$487.4037(9)	7,007	I	by Trust(2)
Common Stock	01/05/2026		S(1)		1,189	D	$488.3763(10)	5,818	I	by Trust(2)
Common Stock	01/05/2026		S(1)		677	D	$489.4897(11)	5,141	I	by Trust(2)
Common Stock	01/05/2026		S(1)		1,659	D	$490.1107(12)	3,482	I	by Trust(2)
Common Stock	01/05/2026		S(1)		1,201	D	$491.3495(13)	2,281	I	by Trust(2)
Common Stock	01/05/2026		S(1)		1,110	D	$492.4444(14)	1,171	I	by Trust(2)
Common Stock	01/05/2026		S(1)		374	D	$493.4739(15)	797	I	by Trust(2)
Common Stock	01/05/2026		S(1)		797	D	$494.2723(16)	0.00	I	by Trust(2)
Common Stock								2,648	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Stock Options	$117.76	01/05/2026		M(1)			14,625	03/15/2020	03/15/2027	Common Stock	14,625	$0.00	97,125	I	by Trust(2)

Explanation of Responses:

1. This exercise of stock options and subsequent sale of shares was pursuant to a Rule 10b5-1 trading plan entered into by the reporting person on June 3, 2025.

2. Reflects the exercise of options, and sale of the resulting shares of common stock, held in a trust beneficially owned by the Reporting Person, of which the Reporting Person is a beneficiary, and as to which the Reporting Person and his spouse are co-trustees and have shared investment and voting power.

3. This transaction was executed in multiple trades at prices ranging from $480.32 to $481.31. The price reported above reflects the weighted average price. The reporting person hereby undertakes to provide upon request to the SEC staff, the issuer or a security holder of the issuer full information regarding the number of shares and prices at which the transaction was effected.

4. This transaction was executed in multiple trades at prices ranging from $481.32 to $482.30. The price reported above reflects the weighted average price. The reporting person hereby undertakes to provide upon request to the SEC staff, the issuer or a security holder of the issuer full information regarding the number of shares and prices at which the transaction was effected.

5. This transaction was executed in multiple trades at prices ranging from $482.34 to $483.31. The price reported above reflects the weighted average price. The reporting person hereby undertakes to provide upon request to the SEC staff, the issuer or a security holder of the issuer full information regarding the number of shares and prices at which the transaction was effected.

6. This transaction was executed in multiple trades at prices ranging from $483.47 to $484.32. The price reported above reflects the weighted average price. The reporting person hereby undertakes to provide upon request to the SEC staff, the issuer or a security holder of the issuer full information regarding the number of shares and prices at which the transaction was effected.

7. This transaction was executed in multiple trades at prices ranging from $484.54 to $485.53. The price reported above reflects the weighted average price. The reporting person hereby undertakes to provide upon request to the SEC staff, the issuer or a security holder of the issuer full information regarding the number of shares and prices at which the transaction was effected.

8. This transaction was executed in multiple trades at prices ranging from $485.58 to $486.49. The price reported above reflects the weighted average price. The reporting person hereby undertakes to provide upon request to the SEC staff, the issuer or a security holder of the issuer full information regarding the number of shares and prices at which the transaction was effected.

9. This transaction was executed in multiple trades at prices ranging from $486.79 to $487.78. The price reported above reflects the weighted average price. The reporting person hereby undertakes to provide upon request to the SEC staff, the issuer or a security holder of the issuer full information regarding the number of shares and prices at which the transaction was effected.

10. This transaction was executed in multiple trades at prices ranging from $487.90 to $488.89. The price reported above reflects the weighted average price. The reporting person hereby undertakes to provide upon request to the SEC staff, the issuer or a security holder of the issuer full information regarding the number of shares and prices at which the transaction was effected.

11. This transaction was executed in multiple trades at prices ranging from $488.90 to $489.89. The price reported above reflects the weighted average price. The reporting person hereby undertakes to provide upon request to the SEC staff, the issuer or a security holder of the issuer full information regarding the number of shares and prices at which the transaction was effected.

12. This transaction was executed in multiple trades at prices ranging from $489.90 to $490.885. The price reported above reflects the weighted average price. The reporting person hereby undertakes to provide upon request to the SEC staff, the issuer or a security holder of the issuer full information regarding the number of shares and prices at which the transaction was effected.

13. This transaction was executed in multiple trades at prices ranging from $490.90 to $491.85. The price reported above reflects the weighted average price. The reporting person hereby undertakes to provide upon request to the SEC staff, the issuer or a security holder of the issuer full information regarding the number of shares and prices at which the transaction was effected.

14. This transaction was executed in multiple trades at prices ranging from $491.91 to $492.86. The price reported above reflects the weighted average price. The reporting person hereby undertakes to provide upon request to the SEC staff, the issuer or a security holder of the issuer full information regarding the number of shares and prices at which the transaction was effected.

15. This transaction was executed in multiple trades at prices ranging from $492.96 to $493.88. The price reported above reflects the weighted average price. The reporting person hereby undertakes to provide upon request to the SEC staff, the issuer or a security holder of the issuer full information regarding the number of shares and prices at which the transaction was effected.

16. This transaction was executed in multiple trades at prices ranging from $493.99 to $494.41. The price reported above reflects the weighted average price. The reporting person hereby undertakes to provide upon request to the SEC staff, the issuer or a security holder of the issuer full information regarding the number of shares and prices at which the transaction was effected.

Remarks:

	/s/ John S. Hess, Jr. under Power of Attorney	01/07/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

FAQ

What insider transaction did UTHRa0president Michael Benkowitz report?

Michael Benkowitz, president and COO of UNITED THERAPEUTICS Corp (UTHR), reported that a trust for his benefit exercised 14,625 stock options for United Therapeutics common stock and then sold the resulting 14,625 shares in multiple open-market transactions on January 5, 2026.

At what prices were the United Therapeutics (UTHR) shares sold in this Form 4?

The trust sold United Therapeutics common shares on January 5, 2026 in a series of trades at weighted-average prices that include $480.6821, $481.8627, $486.0500, and $494.2723, as detailed in the transaction table and footnotes.

Was the UTHR insider trade made under a Rule 10b5-1 trading plan?

Yes. The filing states that the exercise of stock options and subsequent sale of shares were carried out pursuant to a Rule 10b5-1 trading plan that the reporting person entered into on June 3, 2025.

Who actually holds the United Therapeutics shares and options reported in this Form 4?

The options exercised and the resulting shares sold were held in a trust beneficially owned by the reporting person. The footnote explains that the reporting person and his spouse are co-trustees of this trust and have shared investment and voting power over its holdings.

How many United Therapeutics stock options does the trust hold after these transactions?

After the reported exercise of 14,625 stock options on January 5, 2026, the trust continues to beneficially own 97,125 stock options relating to United Therapeutics common stock, according to the derivative securities table.

How many United Therapeutics (UTHR) common shares does Michael Benkowitz still own after the sales?

Following the trusts sale of the 14,625 common shares acquired through the option exercise, the non-derivative table shows that the trust held 0 common shares, while a separate line reports 2,648 shares of common stock held directly by the reporting person.

What role does Michael Benkowitz hold at United Therapeutics (UTHR) in this insider filing?

In this Form 4, the reporting person Michael Benkowitz is identified as an officer of United Therapeutics with the title PRESIDENT AND COO, and he is not listed as a director or 10% owner.