United Therapeutics (UTHR) president executes 10b5-1 option exercise and sale

Rhea-AI Filing Summary

United Therapeutics Corp’s president and COO Michael Benkowitz reported an automatic transaction by a trust associated with him. On January 20, 2026, the trust exercised stock options for 14,625 shares of common stock at an exercise price of $146.03 per share and received 14,625 shares.

That same day, the trust sold all 14,625 shares in multiple trades at weighted‑average prices between $456.34 and $470.70, under a Rule 10b5‑1 trading plan adopted on June 3, 2025. After these sales, the trust held 0 shares of common stock, while Benkowitz held 2,648 shares directly and 67,875 stock options indirectly through the trust, over which he and his spouse share investment and voting power.

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)
01/20/2026

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)
			Code	V	Amount	(A) or (D)	Price
Common Stock	01/20/2026		M(1)		14,625	D	$117.76	14,625	I	by Trust(2)
Common Stock	01/20/2026		S(1)		116	D	$456.8663(3)	14,509	I	by Trust(2)
Common Stock	01/20/2026		S(1)		692	D	$457.9178(4)	13,817	I	by Trust(2)
Common Stock	01/20/2026		S(1)		700	D	$458.7368(5)	13,117	I	by Trust(2)
Common Stock	01/20/2026		S(1)		498	D	$459.8651(6)	12,619	I	by Trust(2)
Common Stock	01/20/2026		S(1)		503	D	$461.1188(7)	12,116	I	by Trust(2)
Common Stock	01/20/2026		S(1)		2,456	D	$463.2606(8)	9,660	I	by Trust(2)
Common Stock	01/20/2026		S(1)		2,274	D	$464.0562(9)	7,386	I	by Trust(2)
Common Stock	01/20/2026		S(1)		1,794	D	$465.1096(10)	5,592	I	by Trust(2)
Common Stock	01/20/2026		S(1)		1,055	D	$466.0637(11)	4,537	I	by Trust(2)
Common Stock	01/20/2026		S(1)		596	D	$467.0911(12)	3,941	I	by Trust(2)
Common Stock	01/20/2026		S(1)		2,922	D	$468.1165(13)	1,019	I	by Trust(2)
Common Stock	01/20/2026		S(1)		837	D	$469.1805(14)	182	I	by Trust(2)
Common Stock	01/20/2026		S(1)		156	D	$470.37(15)	26	I	by Trust(2)
Common Stock	01/20/2026		S(1)		26	D	$470.755	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
Common Stock	$146.03	01/20/2026		M(1)			14,625	03/15/2020	03/15/2027	Common Stock	14,625	$0.00	67,875	I	by Trust(2)

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 $456.34 to $457.26. 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 $457.36 to $458.34. 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 $458.38 to $459.14. 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 $459.55 to $460.45. 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 $460.56 to $461.55. 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 $462.61 to $463.60. 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. This transaction was executed in multiple trades at prices ranging from $463.61 to $464.59. 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.

10. This transaction was executed in multiple trades at prices ranging from $464.62 to $465.615. 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 $465.62 to $466.57. 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.

12. This transaction was executed in multiple trades at prices ranging from $466.73 to $467.70. 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 $467.73 to $468.72. 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 $468.73 to $469.65. 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 $469.73 to $470.70. 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	01/28/2026
	** 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.

FAQ

Who is the insider in this United Therapeutics (UTHR) Form 4 filing?

The insider is Michael Benkowitz, president and COO of United Therapeutics. The transactions involve a trust beneficially owned by him, where he and his spouse serve as co‑trustees with shared investment and voting power over the trust’s United Therapeutics common stock.

How many United Therapeutics (UTHR) shares did the trust acquire on January 20, 2026?

On January 20, 2026, a trust associated with Michael Benkowitz exercised stock options for 14,625 United Therapeutics shares. These shares were obtained by exercising options with an exercise price of $146.03 per share and were subsequently sold the same day in multiple market transactions.

How many United Therapeutics (UTHR) shares did the trust sell, and at what prices?

The trust sold 14,625 United Therapeutics shares on January 20, 2026. The sales occurred in multiple trades at weighted‑average prices with trade ranges between $456.34 and $470.70, as detailed in the footnotes describing the series of open‑market sale transactions.

Were the United Therapeutics (UTHR) insider sales under a Rule 10b5‑1 plan?

Yes. The filing states that the option exercise and subsequent sales were made under a Rule 10b5‑1 trading plan entered into by Michael Benkowitz on June 3, 2025. Such plans pre‑schedule trades, helping separate them from day‑to‑day discretionary trading decisions.

What are Michael Benkowitz’s remaining United Therapeutics (UTHR) holdings after these transactions?

After the reported transactions, the trust held 0 United Therapeutics common shares, while Benkowitz directly owned 2,648 common shares. In addition, the filing shows 67,875 stock options indirectly held through the trust, reflecting derivative securities still beneficially owned.

How is the trust’s ownership of United Therapeutics (UTHR) shares described?

The common shares and options are held in a trust beneficially owned by Michael Benkowitz. He and his spouse are co‑trustees of the trust and have shared investment and voting power over its United Therapeutics holdings, as disclosed in the explanatory footnote of the filing.