UTHR CEO Rothblatt Exercises 8,000 Options, Sells 8,000 Shares under 10b5-1
Rhea-AI Filing Summary
United Therapeutics director and CEO Martine A. Rothblatt executed and sold stock under a pre-arranged 10b5-1 trading plan entered 05/02/2025. On 10/07/2025 and 10/08/2025 she exercised a total of 8,000 stock options with an exercise price of $120.26 per share, converting those options into 8,000 common shares. Simultaneously, the reporting person sold a total of 8,000 common shares in multiple transactions at weighted-average prices in the mid-$440s to mid-$450s, with reported weighted averages and price ranges disclosed for the trades. Following these transactions, the reporting person reports 202,000 options remaining exercisable and various indirect holdings: 324,518, 258,117, 45,596, and 15,962 shares held in family trusts and 166 shares held indirectly by spouse. The Form 4 states the 10b5-1 plan will continue until the earlier of exhaustion of a tranche of 294,000 stock options expiring 03/15/2026 or 12/31/2025.
Positive
- Transactions executed under a pre-arranged 10b5-1 plan entered on 05/02/2025
- Exercise of 8,000 options at $120.26 demonstrates conversion of equity compensation to shares
- Detailed weighted-average prices and trade ranges provided for multiple executions, with offers to furnish full trade details upon request
Negative
- Sale of 8,000 shares at prices in the $445-$456 range reduces direct share holdings
- Tranche of 294,000 options remains outstanding and could produce further exercises before 03/15/2026
Insights
Insider transactions follow a pre-arranged 10b5-1 plan, reducing timing ambiguity.
The trades were executed under a 10b5-1 plan entered on 05/02/2025, which the reporting person cites as the mechanism for exercising 8,000 options and selling 8,000 shares on 10/07/2025 and 10/08/2025. Using a plan provides an affirmative defense under Rule 10b5-1 when pre-arranged and properly documented.
The plan is set to continue until exhaustion of a tranche of 294,000 options expiring on 03/15/2026 or until 12/31/2025, which creates a predictable schedule of potential future exercises and sales in the near term. Monitor remaining tranche size and expiration through 03/15/2026.
The reporting person exercised options at $120.26 and sold shares at weighted-average prices in the mid-$400s.
The Form 4 shows two option exercises (4,000 each) and corresponding sales totaling 8,000 shares, with exercise price documented as $120.26 and sale prices reported as weighted averages across specified ranges (mid-$440s to mid-$450s). After these entries, reported exercisable options decreased from 206,000 to 202,000 for direct holdings disclosed in the derivative table.
This activity reduces the immediate option overhang by 8,000 shares and clarifies near-term dilution exposure through 03/15/2026. Watch option tranche exhaustion timing and any additional planned exercises before 12/31/2025.
Insider Trade Summary
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Exercise | Stock Option | 4,000 | $0.00 | -- |
| Exercise | Common Stock | 4,000 | $120.26 | $481K |
| Sale | Common Stock | 1,240 | $445.289 | $552K |
| Sale | Common Stock | 860 | $448.8895 | $386K |
| Sale | Common Stock | 900 | $454.14 | $409K |
| Sale | Common Stock | 1,000 | $456.52 | $457K |
| Exercise | Stock Option | 4,000 | $0.00 | -- |
| Exercise | Common Stock | 4,000 | $120.26 | $481K |
| Sale | Common Stock | 1,000 | $450.31 | $450K |
| Sale | Common Stock | 2,000 | $451.865 | $904K |
| Sale | Common Stock | 1,000 | $453.28 | $453K |
| holding | Common Stock | -- | -- | -- |
| holding | Common Stock | -- | -- | -- |
| holding | Common Stock | -- | -- | -- |
| holding | Common Stock | -- | -- | -- |
| holding | Common Stock | -- | -- | -- |
Footnotes (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. This transaction was executed in multiple trades at prices ranging from $445.02 to $445.91. 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. This transaction was executed in multiple trades at prices ranging from $448.525 to $449.00. 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. 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. 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. 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. 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.
