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United Therapeutics (UTHR) CEO exercises options, sells 9,500 shares

(Neutral)
(Neutral)
Form Type
4

Rhea-AI Filing Summary

UNITED THERAPEUTICS Corp (UTHR) reported that Chairperson & CEO Martine A. Rothblatt, through family trusts, exercised 9,500 stock options for common stock at an exercise price of $135.42 per share and acquired an equal number of shares on August 26, 2026. Those 9,500 shares were then sold the same day in multiple open-market transactions by a family trust at weighted-average prices in the $514–$521 range, under a pre-arranged Rule 10b5-1 trading plan adopted on November 7, 2025. Following the option exercise, a family trust continued to hold 56,410 stock options expiring March 15, 2027, and separate entries show direct ownership of 40,513 UTHR shares and additional indirect holdings, including 166 shares held by a spouse.

Positive

  • None.

Negative

  • None.
Insider ROTHBLATT MARTINE A
Role Chairperson & CEO
Sold 9,500 shs ($4.91M)
Approx. gross sale proceeds $4.91M
Approx. exercise cost $1.29M
Approx. pre-tax spread $3.63M
Type Security Shares Price Value
Exercise Stock Option F1, F14 9,500 $0.00 $0.00
Exercise Common Stock F1, F2 9,500 $135.42 $1.29M
Sale Common Stock F1, F3, F2 559 $514.6376 $288K
Sale Common Stock F1, F4, F2 1,591 $515.4051 $820K
Sale Common Stock F1, F5, F2 1,128 $516.6951 $583K
Sale Common Stock F1, F6, F2 3,516 $517.4923 $1.82M
Sale Common Stock F1, F7, F2 1,790 $518.3498 $928K
Sale Common Stock F1, F8, F2 476 $519.3502 $247K
Sale Common Stock F1, F9, F2 400 $520.6169 $208K
Sale Common Stock F1, F10, F2 40 $521.477 $21K
holding Common Stock -- -- --
holding Common Stock -- -- --
holding Common Stock F11 -- -- --
holding Common Stock F12 -- -- --
holding Common Stock F13 -- -- --
Holdings After Transaction: Stock Option — 56,410 shares (Indirect, by Trust); Common Stock — 628,049 shares (Indirect, by Trust); Common Stock — 40,513 shares (Direct); Common Stock — 166 shares (Indirect, by Spouse)
Footnotes (14)
  1. F1. This exercise of stock options and sale of the resulting shares of common stock was pursuant to a pre-arranged 10b5-1 trading plan adopted by the reporting person on November 7, 2025. This plan will continue until the earlier of: (a) the exercise of 1,734,410 stock options, all of which expire on March 15, 2027; or (b) December 31, 2026.
  2. F10. This transaction was executed in multiple trades at prices ranging from $521.44 to $521.55. 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.
  3. F11. 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.
  4. F12. 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.
  5. F13. 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.
  6. F14. Stock options held in a family trust as to which the Reporting Person shares investment power and the Reporting Person and immediate family members are beneficiaries.
  7. F2. 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.
  8. F3. This transaction was executed in multiple trades at prices ranging from $514.03 to $515.00. 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.
  9. F4. This transaction was executed in multiple trades at prices ranging from $515.05 to $516.00. 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.
  10. F5. This transaction was executed in multiple trades at prices ranging from $516.05 to $517.04. 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 ofthe issuer full information regarding the number of shares and prices at which the transaction was effected.
  11. F6. This transaction was executed in multiple trades at prices ranging from $517.05 to $518.03. 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. F7. This transaction was executed in multiple trades at prices ranging from $518.05 to $519.02. 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.
  13. F8. This transaction was executed in multiple trades at prices ranging from $519.05 to $519.97. 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. F9. This transaction was executed in multiple trades at prices ranging from $520.35 to $521.26. 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.
Options exercised 9,500 stock options Exercised into United Therapeutics common stock on August 26, 2026
Option exercise price $135.42 per share Exercise price for 9,500 stock options into common stock
Shares sold 9,500 shares Total UTHR common shares sold in multiple trades on August 26, 2026
Sale price range $514.03–$521.55 per share Price ranges from footnotes F3–F10 for the August 26, 2026 sales
Remaining stock options in trust 56,410 stock options Stock options held by a family trust after the reported exercise
Plan option cap 1,734,410 stock options Maximum options to be exercised under the Rule 10b5-1 plan
Direct share holdings 40,513 shares Directly owned United Therapeutics common stock as of August 26, 2026
Spouse’s indirect holdings 166 shares Common stock held indirectly by spouse as of August 26, 2026
Rule 10b5-1 trading plan regulatory
"This exercise of stock options and sale ... was pursuant to a pre-arranged 10b5-1 trading plan"
A Rule 10b5-1 trading plan is a pre-arranged schedule that allows company insiders to buy or sell stock at specific times, even if they have inside information. It helps prevent accusations of unfair trading by making these transactions look planned and transparent, rather than sneaky or illegal.
weighted average price financial
"The price reported above reflects the weighted average price."
Weighted average price is the average price of a security where each trade or component is counted according to its size, so bigger trades pull the average more than smaller ones. Think of it like calculating the average cost of a grocery haul where items you bought more of have greater influence on the final per-item cost. Investors use it to understand the true average price paid or received, judge execution quality, and compare trading performance against market movement.
family trusts financial
"Shares held in family trusts as to which the Reporting Person's spouse is sole trustee"
investment power financial
"shares investment power and the Reporting Person and/or immediate family members are beneficiaries."
stock options financial
"This plan will continue until the earlier of: (a) the exercise of 1,734,410 stock options"
Stock options are agreements that give a person the right to buy or sell a company's stock at a specific price within a certain time frame. They are often used as a reward or incentive, similar to a coupon that can be used later if the stock price rises, allowing the holder to make a profit.

FAQ

What did UTHR’s CEO Martine Rothblatt report in this Form 4?

Martine A. Rothblatt reported exercising 9,500 stock options at $135.42 per share into United Therapeutics common stock and selling the resulting 9,500 shares in multiple open-market trades on August 26, 2026 through family trusts.

At what prices were the UTHR shares sold in this Form 4?

The 9,500 UTHR shares were sold in several trades at weighted-average prices ranging roughly from $514.03 to $521.55 per share. Each sale tranche reports a specific weighted-average price within that overall range.

Were the UTHR trades under a Rule 10b5-1 plan?

Yes. The option exercise and related share sales were made under a pre-arranged Rule 10b5-1 trading plan adopted by Martine A. Rothblatt on November 7, 2025, which will continue until the earlier of exercising 1,734,410 options or December 31, 2026.

How many UTHR options does the family trust still hold after this transaction?

After exercising 9,500 options, a family trust associated with Martine A. Rothblatt is reported holding 56,410 stock options for United Therapeutics common stock, all expiring on March 15, 2027.

What direct UTHR share holdings are reported for Martine Rothblatt?

The filing lists a holding entry showing Martine A. Rothblatt directly owning 40,513 shares of United Therapeutics common stock as of August 26, 2026, separate from shares held indirectly through family trusts or by a spouse.

What indirect UTHR holdings by Martine Rothblatt’s spouse are disclosed?

An indirect holding entry reports 166 shares of United Therapeutics common stock held by spouse as of August 26, 2026, in addition to shares and options held through various family trusts.

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SEC Form 4
FORM 4UNITED 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 MARYLAND 20910

(City)(State)(Zip)

UNITED STATES

(Country)
2. Issuer Name and Ticker or Trading Symbol
UNITED THERAPEUTICS Corp [ UTHR ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
XDirector10% Owner
XOfficer (give title below)Other (specify below)
Chairperson & CEO
2a. Foreign Trading Symbol
3. Date of Earliest Transaction (Month/Day/Year)
08/26/2026
6. Individual or Joint/Group Filing (Check Applicable Line)
XForm filed by One Reporting Person
Form filed by More than One Reporting Person
4. If Amendment, Date of Original Filed (Month/Day/Year)

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)
CodeVAmount(A) or (D)Price
Common Stock08/26/2026M(1)9,500A$135.42333,943Iby Trust(2)
Common Stock08/26/2026S(1)559D$514.6376(3)333,384Iby Trust(2)
Common Stock08/26/2026S(1)1,591D$515.4051(4)331,793Iby Trust(2)
Common Stock08/26/2026S(1)1,128D$516.6951(5)330,665Iby Trust(2)
Common Stock08/26/2026S(1)3,516D$517.4923(6)327,149Iby Trust(2)
Common Stock08/26/2026S(1)1,790D$518.3498(7)325,359Iby Trust(2)
Common Stock08/26/2026S(1)476D$519.3502(8)324,883Iby Trust(2)
Common Stock08/26/2026S(1)400D$520.6169(9)324,483Iby Trust(2)
Common Stock08/26/2026S(1)40D$521.477(10)324,443Iby Trust(2)
Common Stock40,513D
Common Stock166Iby Spouse
Common Stock249,108Iby Trust(11)
Common Stock45,596Iby Trust(12)
Common Stock8,902Iby Trust(13)
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)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Stock Option$135.4208/26/2026M(1)9,50003/15/202303/15/2027Common Stock9,500$0.0056,410Iby Trust(14)
Explanation of Responses:
1. This exercise of stock options and sale of the resulting shares of common stock was pursuant to a pre-arranged 10b5-1 trading plan adopted by the reporting person on November 7, 2025. This plan will continue until the earlier of: (a) the exercise of 1,734,410 stock options, all of which expire on March 15, 2027; or (b) December 31, 2026.
2. 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.
3. This transaction was executed in multiple trades at prices ranging from $514.03 to $515.00. 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.
4. This transaction was executed in multiple trades at prices ranging from $515.05 to $516.00. 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.
5. This transaction was executed in multiple trades at prices ranging from $516.05 to $517.04. 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 ofthe 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 $517.05 to $518.03. 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 $518.05 to $519.02. 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.
8. This transaction was executed in multiple trades at prices ranging from $519.05 to $519.97. 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 $520.35 to $521.26. 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.
10. This transaction was executed in multiple trades at prices ranging from $521.44 to $521.55. 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.
11. 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.
12. 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.
13. 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.
14. Stock options held in a family trust as to which the Reporting Person shares investment power and the Reporting Person and immediate family members are beneficiaries.
Remarks:
/s/ John S. Hess, Jr. under Power of Attorney08/27/2026
** Signature of Reporting PersonDate
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.
* Form 4: SEC 1474 (03-26)