United Therapeutics CEO Executes 10b5-1 Plan; 8,000 Shares Sold Near $398

Rhea-AI Filing Summary

Martine A. Rothblatt, Chairperson & CEO of United Therapeutics Corporation (UTHR), reported option exercises and concurrent sales under a pre-arranged 10b5-1 trading plan. On 09/10/2025 and 09/11/2025 she exercised 4,000 stock options each day at an exercise price of $120.26 per share, resulting in 8,000 shares acquired. Those 8,000 shares were sold the same two days in multiple trades at weighted-average prices of approximately $397–$399, generating the reported sales of 8,000 shares.

Following these transactions, the filing shows direct beneficial ownership lines with small net share changes and indicates remaining stock options outstanding: 282,000 and 278,000 shown after the two exercises, and a tranche of 294,000 options subject to the 10b5-1 plan that expire on March 15, 2026. The 10b5-1 plan was entered May 2, 2025 and will continue until the tranche is exhausted or December 31, 2025.

Positive

• Transactions executed under a documented 10b5-1 trading plan entered May 2, 2025, demonstrating pre-arranged compliance
• Clear disclosure of indirect holdings via spouse and family trusts, including specific share counts and trust roles

Negative

• Reported sales of 8,000 shares at weighted-average prices near $397–$399 reduced directly held shares
• Significant remaining option tranche (294,000 options) expires March 15, 2026, which could lead to additional insider exercises/sales before expiration

Insights

Securities Analyst

TL;DR: CEO exercised 8,000 options and sold the resulting shares under a 10b5-1 plan, realizing proceeds at ~ $397–$399 per share.

The transactions are routine insider liquidity actions executed pursuant to a pre-established 10b5-1 plan dated May 2, 2025. The filing documents exercises at the $120.26 exercise price and contemporaneous sales at weighted-average prices near $397–$399, indicating a material spread between exercise cost and sale proceeds. The filing also discloses remaining option tranches and specific trust holdings, which preserve the reporting person’s substantial indirect stake. For investors, these are disclosure of insider activity rather than new corporate events; no new debt, capital raises, or corporate actions are reported in this form.

Corporate Governance Expert

TL;DR: Insider trading was executed under a documented 10b5-1 plan, and the filing properly discloses trust and spousal holdings.

The report indicates compliance with Rule 10b5-1 by identifying the trading plan and providing post-transaction beneficial ownership figures. It also clarifies the nature of indirect holdings through family trusts and spouse arrangements. The disclosure of weighted-average sale prices and the plan termination conditions (exhaustion of a 294,000-option tranche or December 31, 2025) adds useful specificity for governance transparency. No departures from standard Section 16 reporting practices are indicated.

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
Estimated average burden
hours per response:			0.5

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^*

ROTHBLATT MARTINE A

(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)

X	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	Chairperson & CEO

3. Date of Earliest Transaction (Month/Day/Year)
09/10/2025

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	09/10/2025		M(1)		4,000	A	$120.26	4,130	D
Common Stock	09/10/2025		S(1)		2,000	D	$398.11(2)	2,130	D
Common Stock	09/10/2025		S(1)		2,000	D	$399.3264(3)	130	D
Common Stock	09/11/2025		M(1)		4,000	A	$120.26	4,130	D
Common Stock	09/11/2025		S(1)		4,000	D	$397.226(4)	130	D
Common Stock								166	I	by Spouse
Common Stock								324,518	I	by Trust(5)
Common Stock								258,117	I	by Trust(6)
Common Stock								45,596	I	by Trust(7)
Common Stock								15,962	I	by Trust(8)

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 Option	$120.26	09/10/2025		M(1)			4,000	03/15/2016	03/15/2026	Common Stock	4,000	$0.00	282,000	D
Stock Option	$120.26	09/11/2025		M(1)			4,000	03/15/2016	03/15/2026	Common Stock	4,000	$0.00	278,000	D

Explanation of Responses:

1. This exercise and sale of stock options was pursuant to a pre-arranged 10b5-1 trading plan entered into by the reporting person on May 2, 2025. This plan will continue until the earlier of: (a) exhaustion of a tranche of 294,000 stock options that expire March 15, 2026; or (b) December 31, 2025.

2. This transaction was executed in multiple trades at prices ranging from $397.72 to $398.50. 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.

3. This transaction was executed in multiple trades at prices ranging from $399.09 to $399.57. 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 $396.97 to $397.54. 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. Shares held in family trusts as to which the Reporting Person shares investment power and the Reporting Person and/or immediate family members are beneficiaries.

6. Shares held in family trusts as to which the Reporting Person's spouse is sole trustee and sole beneficiary or co-trustee and settlor with power to revoke.

7. Shares held in family trusts as to which the Reporting Person's spouse shares investment power and the Reporting Person and/or immediate family members are beneficiaries.

8. Shares held in family trusts as to which the Reporting Person is sole trustee and sole beneficiary or co-trustee and settlor with power to revoke.

Remarks:

	/s/ John S. Hess, Jr. under Power of Attorney	09/11/2025
	** 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

Who filed the Form 4 for UTHR and what is their role?

Martine A. Rothblatt, the Chairperson & CEO of United Therapeutics Corporation, filed the Form 4.

What transactions are reported on the Form 4 for UTHR?

On 09/10/2025 and 09/11/2025 the reporting person exercised 4,000 options each day (total 8,000) at $120.26 and sold the resulting shares the same days at weighted-average prices ~$397–$399.

Were these trades part of a 10b5-1 trading plan?

Yes. The exercises and sales were executed pursuant to a pre-arranged 10b5-1 plan entered May 2, 2025, which continues until tranche exhaustion or December 31, 2025.

How many options remain subject to the plan or outstanding after these transactions?

The filing shows option-related balances of 282,000 and 278,000 following the two exercises and references a 294,000-option tranche tied to the 10b5-1 plan that expires March 15, 2026.

Does the filing disclose indirect holdings?

Yes. The filing discloses indirect ownership: 166 shares held by spouse and multiple family trusts holding 324,518, 258,117, 45,596, and 15,962 shares respectively, with explanations of trustee roles.