United Therapeutics CEO Executes 10b5-1 Plan; Multiple Option Exercises and Sales Reported

Rhea-AI Filing Summary

United Therapeutics director and Chairperson & CEO Martine A. Rothblatt reported multiple option exercises and subsequent open-market sales under a pre-arranged 10b5-1 plan entered May 2, 2025. On 09/29/2025 and 09/30/2025 she exercised two tranches of stock options at an exercise price of $120.26 each for 4,000 options per date, receiving 4,000 shares each time. Concurrently, she sold multiple blocks of common stock on 09/29/2025 and 09/30/2025 at weighted-average prices ranging from about $416.38 to $423.78, including a 4,000-share sale at $422.8394. Reported directly held and trust-held shares total hundreds of thousands of shares across listed trusts and a spouse-held position.

Positive

• Transactions executed under a pre-arranged 10b5-1 plan, reducing concerns about opportunistic insider timing
• Clear disclosure of weighted-average sale prices and an undertaking to provide trade-level details upon request
• Significant retained ownership through trusts, indicating ongoing substantial economic interest

Negative

• Insider sold multiple blocks of shares (including 4,000-share sales), which may modestly increase share supply in market
• Large option tranche (294,000 options) scheduled to expire March 15, 2026, signaling potential future dilution if exercised

Insights

Securities Analyst

TL;DR: Option exercises followed by sales under a 10b5-1 plan indicate routine, pre-arranged liquidity rather than opportunistic insider timing.

These transactions show the reporting person exercised in-the-money options at $120.26 and sold resulting shares at market-weighted averages between $416 and $424, crystallizing significant value per option. The filings reference a 10b5-1 plan adopted May 2, 2025 that governs dispositions through December 31, 2025 or exhaustion of a tranche of 294,000 options, which reduces concerns about contemporaneous insider information. Holdings disclosed include direct and multiple trust positions, totaling several hundred thousand shares, which remain materially significant to overall ownership.

Corporate Governance Expert

TL;DR: Transactions comply with an established trading plan and include clear explanations and undertakings, consistent with governance best practices.

The Form 4 discloses the exercise and sale events with explanatory notes about weighted-average pricing and an undertaking to provide detailed trade-level data on request. Use of a 10b5-1 trading plan and the signature executed by power of attorney align with standard insider-trading controls. The disclosure of share ownership through trusts and spouse holdings provides transparency about indirect beneficial ownership.

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

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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).

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)
09/29/2025

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	09/29/2025		M(1)		4,000	A	$120.26	4,130	D
Common Stock	09/29/2025		S(1)		201	D	$416.3797(2)	3,929	D
Common Stock	09/29/2025		S(1)		415	D	$418.115	3,514	D
Common Stock	09/29/2025		S(1)		1,784	D	$423.7762(3)	1,730	D
Common Stock	09/29/2025		S(1)		1,600	D	$430.8125(4)	130	D
Common Stock	09/30/2025		M(1)		4,000	A	$120.26	4,130	D
Common Stock	09/30/2025		S(1)		4,000	D	$422.8394(5)	130	D
Common Stock								166	I	by Spouse
Common Stock								324,518	I	by Trust(6)
Common Stock								258,117	I	by Trust(7)
Common Stock								45,596	I	by Trust(8)
Common Stock								15,962	I	by Trust(9)

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	09/29/2025		M(1)			4,000	03/15/2016	03/15/2026	Common Stock	4,000	$0.00	230,000	D
Stock Option	$120.26	09/30/2025		M(1)			4,000	03/15/2016	03/15/2026	Common Stock	4,000	$0.00	226,000	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 $416.3797 to $416.38. 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 $423.065 to $423.94. 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 $430.60 to $430.94. 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 $422.465 to $423.11. 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. 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.

7. 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.

8. 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.

9. 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	10/01/2025
	** 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 Martine Rothblatt trade in the UTHR Form 4?

The filing shows the exercise of 4,000 options on 09/29/2025 and 4,000 options on 09/30/2025 at an exercise price of $120.26, and multiple open-market sales at weighted-average prices between $416.38 and $423.78.

Were the sales part of a trading plan for UTHR?

Yes. The exercises and sales were made under a pre-arranged 10b5-1 trading plan adopted May 2, 2025, which runs until December 31, 2025 or until a tranche of 294,000 options is exhausted.

How many shares does the reporting person beneficially own after these transactions?

The Form 4 reports various holdings: direct and indirect ownership includes trust-held positions of 324,518, 258,117, 45,596, and 15,962 shares, plus direct holdings shown on the form.

Are detailed trade prices available?

The filing reports weighted-average prices and states the reporting person will provide full information regarding the number of shares and prices for each trade upon request to the SEC staff, the issuer, or a security holder.

Who signed the Form 4?

The Form 4 is signed by John S. Hess, Jr. under Power of Attorney on behalf of the reporting person, dated 10/01/2025.