United Therapeutics (UTHR) president executes Rule 10b5-1 stock sales via trusts

Filing Impact

(Very High)

Filing Sentiment

(Very Negative)

Form Type

Rhea-AI Filing Summary

United Therapeutics Corporation’s president and COO, Michael Benkowitz, reported option exercises and related sales of United Therapeutics (UTHR) stock through trusts on February 9, 2026. Two trusts beneficially owned by him exercised stock options for 14,625 shares at $117.76 and 7,875 shares at $146.03, then sold the same numbers of shares at $474.6527 per share. The filing notes these transactions were executed under a Rule 10b5-1 trading plan entered into on June 3, 2025. After these indirect transactions, he also reports direct beneficial ownership of 2,648 common shares.

Insider Trade Summary

Net Seller: 22,500 shares ($10,679,686)

Net Sell 7 txns

Insider BENKOWITZ MICHAEL

Role PRESIDENT AND COO

Sold 22,500 shs ($10.68M)

Type	Security	Shares	Price	Value
Exercise	Common Stock	14,625	$0.00	--
Exercise	Common Stock	7,875	$0.00	--
Exercise	Common Stock	14,625	$117.76	$1.72M
Sale	Common Stock	14,625	$474.6527	$6.94M
Exercise	Common Stock	7,875	$146.03	$1.15M
Sale	Common Stock	7,875	$474.6527	$3.74M
holding	Common Stock	--	--	--

Holdings After Transaction: Common Stock — 24,000 shares (Indirect, by Trust); Common Stock — 2,648 shares (Direct)

Footnotes (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. 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. 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's family members are beneficiaries, and as to which the Reporting Person has sole investment and voting power.

Form 4 Insider Transactions: What Each Field Means →

02/10/2026 - 04:30 PM

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).

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

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)
02/09/2026

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	02/09/2026		M⁽¹⁾		14,625	A	$117.76	14,625	I	by Trust⁽²⁾
Common Stock	02/09/2026		S⁽¹⁾		14,625	D	$474.6527	0.00	I	by Trust⁽²⁾
Common Stock	02/09/2026		M⁽¹⁾		7,875	A	$146.03	7,875	I	by Trust⁽³⁾
Common Stock	02/09/2026		S⁽¹⁾		7,875	D	$474.6527	0.00	I	by Trust⁽³⁾
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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	$117.76	02/09/2026		M⁽¹⁾			14,625	03/15/2020	03/15/2027	Common Stock	14,625	$0.00	24,000	I	by Trust⁽²⁾
Common Stock	$146.03	02/09/2026		M⁽¹⁾			7,875	03/15/2020	03/15/2027	Common Stock	7,875	$0.00	12,940	I	by Trust⁽³⁾

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. 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's family members are beneficiaries, and as to which the Reporting Person has sole investment and voting power.

Remarks:

	/s/ John S. Hess, Jr. under Power of Attorney	02/10/2026
	** 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.

Source: View Original Filing on SEC EDGAR

FAQ

What insider transactions did UTHR president Michael Benkowitz report on February 9, 2026?

Michael Benkowitz reported option exercises and related stock sales in United Therapeutics common shares on February 9, 2026. Trusts beneficially owned by him exercised options for 14,625 and 7,875 shares and sold the same amounts in open-market transactions at disclosed prices.

Were Michael Benkowitz’s UTHR stock sales under a Rule 10b5-1 trading plan?

Yes. The filing states the stock option exercises and subsequent sales were made under a Rule 10b5-1 trading plan entered into on June 3, 2025. Such plans pre-schedule trades, providing a structured framework for insider transactions over time.

What prices were involved in Michael Benkowitz’s UTHR option exercises and sales?

One trust exercised options at $117.76 for 14,625 shares and another at $146.03 for 7,875 shares. Both blocks of resulting United Therapeutics common shares were then sold in separate transactions at $474.6527 per share, according to the Form 4.

How are the UTHR shares in this Form 4 held in relation to Michael Benkowitz?

The option exercises and sales occurred in trusts beneficially owned by Michael Benkowitz. In one trust, he and his spouse share investment and voting power; in another, he holds sole investment and voting power over shares for family beneficiaries.

How many UTHR shares does Michael Benkowitz report directly owning after these transactions?

After the reported February 9, 2026 transactions, Michael Benkowitz reports direct beneficial ownership of 2,648 United Therapeutics common shares. This direct holding is separate from the trust-held positions described in the derivative and non-derivative transaction tables.

What derivative UTHR securities did the trusts exercise for Michael Benkowitz?

The trusts exercised stock options covering 14,625 and 7,875 United Therapeutics common shares, with exercise prices of $117.76 and $146.03. These options had an exercisable date of March 15, 2020 and expiration date of March 15, 2027, as disclosed.