UTHR Form 4: President/COO Executes Options and Sells Shares Under 10b5-1 Plan

Rhea-AI Filing Summary

United Therapeutics insider filings show option exercises and planned sales under a Rule 10b5-1 plan. Michael Benkowitz, President and COO, executed stock option exercises on September 8-9, 2025 that resulted in acquisitions of common stock and contemporaneous sales from trusts he controls or co-trustees. The filing discloses option exercises (aggregate of 22,500 underlying shares across grants) and multiple sales at weighted-average prices ranging roughly from $389.45 up to $400.51. The transactions were executed pursuant to a 10b5-1 plan entered June 3, 2025. The filing identifies the shares and options as beneficially owned indirectly via trusts for which the reporting person serves as trustee or beneficiary.

Positive

• Transactions were executed under a Rule 10b5-1 trading plan, indicating pre-established, systematic trading conditions
• Filing discloses price ranges and weighted-average prices for each tranche and offers to provide full trade-level detail upon request
• Beneficial ownership is clearly identified as held via trusts, with trustee relationships disclosed

Negative

• Substantial number of shares/options were sold (multiple tranches with weighted-average prices up to $400.51), which reduced direct available trust-held shares
• Significant sales at high prices may be viewed by market participants as insider liquidity events rather than purchases

Insights

Securities Insider Transactions Analyst

TL;DR: Routine insider option exercises and trust sales executed under a pre-established 10b5-1 plan; no new operational disclosures.

The Form 4 documents exercises of stock options on 09/08/2025 and 09/09/2025 (total underlying shares shown as 22,500) and multiple sales of resulting shares from trusts. Trades were executed pursuant to a 10b5-1 plan entered on 06/03/2025, and the filing reports weighted-average sale prices across tranches from about $389.45 to $400.51. Ownership is reported as indirect via trusts where the reporting person is beneficiary and/or trustee. From a securities-compliance perspective, this filing appears to be a routine Section 16 disclosure of preplanned transactions rather than a material corporate event.

Corporate Governance Specialist

TL;DR: Governance note—insider used trust structures and a 10b5-1 plan; reporting is detailed and includes price ranges on multiple tranches.

The filing clarifies the nature of indirect beneficial ownership: some shares/options are held in a trust where the reporting person and spouse are co-trustees, while others are in a trust where the reporting person has sole investment and voting power. The explanation provides granular price ranges for each sale tranche and affirms availability of full trade-level detail upon request. This level of disclosure aligns with Section 16 transparency expectations and indicates adherence to a pre-established trading program.

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^*

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)
09/08/2025

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	09/08/2025		M(1)		3,250	A	$135.42	3,250	I	by Trust(2)
Common Stock	09/08/2025		S(1)		417	D	$389.8142(3)	2,833	I	by Trust(2)
Common Stock	09/08/2025		S(1)		1,000	D	$391.1563(4)	1,833	I	by Trust(2)
Common Stock	09/08/2025		S(1)		1,100	D	$392.1782(5)	733	I	by Trust(2)
Common Stock	09/08/2025		S(1)		300	D	$394.08(6)	433	I	by Trust(2)
Common Stock	09/08/2025		S(1)		233	D	$395.0346(7)	200	I	by Trust(2)
Common Stock	09/08/2025		S(1)		200	D	$396.225(8)	0.00	I	by Trust(2)
Common Stock	09/08/2025		M(1)		1,750	A	$146.03	1,750	I	by Trust(9)
Common Stock	09/08/2025		S(1)		500	D	$390.46(10)	1,250	I	by Trust(9)
Common Stock	09/08/2025		S(1)		400	D	$391.415(11)	850	I	by Trust(9)
Common Stock	09/08/2025		S(1)		400	D	$392.505(12)	450	I	by Trust(9)
Common Stock	09/08/2025		S(1)		350	D	$394.3257(13)	100	I	by Trust(9)
Common Stock	09/08/2025		S(1)		100	D	$396.1	0.00	I	by Trust(9)
Common Stock	09/09/2025		M(1)		11,375	A	$397.413	11,375	I	by Trust(2)
Common Stock	09/09/2025		S(1)		4,875	D	$393.8554(14)	6,500	I	by Trust(2)
Common Stock	09/09/2025		S(1)		6,500	D	$400.0813(15)	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	$135.42	09/08/2025		M(1)			3,250	03/15/2023	03/15/2027	Common Stock	3,250	$0.00	169,625	I	by Trust(2)
Stock Options	$146.03	09/08/2025		M(1)			1,750	03/15/2018	03/15/2027	Common Stock	1,750	$0.00	24,500	I	by Trust(9)
Stock Options	$135.42	09/09/2025		M(1)			11,375	03/15/2023	03/15/2027	Common Stock	11,375	$0.00	158,250	I	by Trust(2)
Stock Options	$146.03	09/09/2025		M(1)			6,125	03/15/2018	03/15/2027	Common Stock	6,125	$0.00	49,000	I	by Trust(9)

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 $389.45 to $390.09. 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 $390.76 to $391.62. 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 $391.78 to $392.73. 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 $393.53 to $394.52. 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 $394.63 to $395.55. 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 $396.22 to $396.23. 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. 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.

10. This transaction was executed in multiple trades at prices ranging from $389.87 to $390.81. 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 $391.06 to $391.83. 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 $392.08 to $392.82. 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 $394.03 to $394.84. 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 $393.73 to $394.59. 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 $400.00 to $400.51. 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	09/10/2025
	** 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 United Therapeutics (UTHR) insider Michael Benkowitz do on September 8-9, 2025?

The Form 4 shows Mr. Benkowitz exercised stock options and sold resulting shares under a Rule 10b5-1 plan; exercises totaled 22,500 underlying shares across grants and sales occurred at weighted-average prices roughly between $389.45 and $400.51.

Were the transactions preplanned or discretionary?

The filing states the exercises and sales were pursuant to a Rule 10b5-1 trading plan established on June 3, 2025, indicating preplanned transactions.

How is beneficial ownership reported for these shares?

The reporting person reports indirect beneficial ownership via trusts: some trusts where he and his spouse are co-trustees and others where he has sole investment and voting power.

What price ranges are reported for the sales?

The explanations list multiple trade ranges with weighted-average prices reported; examples include ranges from $389.45–$390.81 up to $400.00–$400.51, with corresponding weighted averages shown in the Form 4.

Does the filing disclose remaining option or share positions after the transactions?

Yes; the derivative section reports the number of derivative securities beneficially owned following the transactions for each option grant (for example: 169,625, 24,500, 158,250, and 49,000 shown in the table).