United Therapeutics CEO executes and sells options under pre-arranged 10b5-1 plan

Rhea-AI Filing Summary

Martine A. Rothblatt, Chairperson & CEO of United Therapeutics (UTHR), reported option exercises and stock sales executed under a pre-arranged 10b5-1 plan. On 09/19/2025 and 09/22/2025 she exercised stock options with an exercise price of $120.26, acquiring 4,000 shares on each date and immediately selling the same or part of those shares in multiple trades at weighted-average prices reported as $411.0775, $416.7188 and $417.8875. The filing shows direct beneficial ownership of 4,130 shares and indirect holdings through spouse and family trusts totaling reported blocks of 166, 324,518, 258,117, 45,596 and 15,962 shares. The transactions were carried out pursuant to a 10b5-1 plan established May 2, 2025, which continues until tranche exhaustion (294,000 options expiring 03/15/2026) or December 31, 2025.

Positive

• Transactions executed under a disclosed 10b5-1 trading plan, which provides pre-arranged, documented trading intent
• Detailed disclosure of indirect holdings via spouse and family trusts (specific share counts are reported)
• Weighted-average sale prices provided for multi-trade executions and offer to provide full trade-level details upon request

Negative

• None.

Insights

Securities Analyst

TL;DR: Routine insider option exercises and sales under a disclosed 10b5-1 plan; no new compensation grants or unexplained transfers reported.

The Form 4 documents exercises of stock options at a specified $120.26 exercise price followed by contemporaneous sales executed in multiple trades with weighted-average proceeds reported. The transactions are explicitly tied to a pre-arranged 10b5-1 trading plan dated May 2, 2025, which mitigates concerns about selective trading timing. The filing lists both direct and substantial indirect holdings via family trusts and spouse, providing a clear picture of aggregate beneficial ownership. There are no indications in the filing of additional compensatory awards, pledges, or material changes to long-term option positions beyond the disclosed tranche and expiration date.

Corporate Governance Expert

TL;DR: Disclosure appears complete for these transactions; use of a documented 10b5-1 plan supports governance transparency.

The reporting person checked the box indicating transactions were pursuant to a 10b5-1 plan and supplied explanatory notes including tranche size and plan termination conditions. The filing discloses indirect holdings through multiple family trusts and spouse, clarifying potential indirect influence. Signature and power-of-attorney information are provided. Based solely on the Form 4 content, this is a routine, well-documented insider transaction rather than a governance exception or unexplained transfer.

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)
09/19/2025

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	09/19/2025		M(1)		4,000	A	$120.26	4,130	D
Common Stock	09/19/2025		S(1)		4,000	D	$411.0775(2)	130	D
Common Stock	09/22/2025		M(1)		4,000	A	$120.26	4,130	D
Common Stock	09/22/2025		S(1)		2,000	D	$416.7188(3)	2,130	D
Common Stock	09/22/2025		S(1)		2,000	D	$417.8875(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	09/19/2025		M(1)			4,000	03/15/2016	03/15/2026	Common Stock	4,000	$0.00	254,000	D
Stock Option	$120.26	09/22/2025		M(1)			4,000	03/15/2016	03/15/2026	Common Stock	4,000	$0.00	250,000	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 $410.905 to $411.25. 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 $416.49 to $417.405. 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 $417.84 to $418.02. 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	09/22/2025
	** 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

What did UTHR insider Martine Rothblatt do on 09/19/2025 and 09/22/2025?

She exercised stock options at an exercise price of $120.26 and sold shares in multiple trades with weighted-average sale prices reported as $411.0775, $416.7188, and $417.8875.

Were these trades part of a 10b5-1 plan for UTHR (ticker UTHR)?

Yes. The Form 4 states the transactions were executed pursuant to a pre-arranged 10b5-1 trading plan entered on May 2, 2025.

How many options or shares remain in the disclosed tranche?

The filing notes a tranche of 294,000 stock options that expire on 03/15/2026; the plan continues until that tranche is exhausted or until 12/31/2025.

What beneficial ownership does the Form 4 report?

Direct beneficial ownership shown as 4,130 shares and indirect holdings reported as 166, 324,518, 258,117, 45,596, and 15,962 shares via spouse and family trusts.

Are the sale prices exact or weighted averages?

The filing discloses that the reported prices for some transactions reflect weighted-average prices across multiple trades and offers to provide full trade-level details upon request.