United Therapeutics (UTHR) COO awarded performance-based options and RSUs

Rhea-AI Filing Summary

UNITED THERAPEUTICS Corp reported that President and COO Michael Benkowitz acquired equity awards tied to multi‑year performance goals. On March 15, 2023 he was granted 99,720 performance-based stock options earned from a three-year cash profit margin target for 2023-2025, which will vest on March 15, 2026.

He was also granted 15,592 performance-based restricted stock units tied to average revenue growth for 2023-2025 and 17,790 performance-based restricted stock units tied to clinical development performance for 2023-2025; both awards were earned based on performance and will vest on March 15, 2026. Each restricted stock unit converts into one share of common stock after vesting.

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

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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).

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)
03/15/2023

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

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(1)	$217.5	03/15/2023		A		99,720		03/15/2026	03/15/2033	Common Stock	99,720	$0.00	99,720	D
Restricted Stock Units(2)	$0.00(3)	03/15/2023		A		15,592		03/15/2026	(4)	Common Stock	15,592	$0.00	15,592	D
Restricted Stock Units(5)	$0.00(3)	03/15/2023		A		17,790		03/15/2026	(4)	Common Stock	17,790	$0.00	17,790	D

Explanation of Responses:

1. These performance-based stock options were initially awarded on March 15, 2023, subject to a three-year performance condition tied to average cash profit margin during 2023-2025, which was determined on February 25, 2026. The number of stock options reported represents the number of options earned based on performance, all of which will vest on March 15, 2026.

2. These performance-based restricted stock units were initially awarded on March 15, 2023, subject to a three-year performance condition tied to average revenue growth during 2023-2025, which was determined on February 25, 2026. The number of restricted stock units reported represents the number of restricted stock units earned based on performance, all of which will vest on March 15, 2026.

3. Each restricted stock unit represents the right to receive, following vesting, one share of United Therapeutics Corporation common stock.

4. Not applicable as restricted stock units do not have an expiration date.

5. These performance-based restricted stock units were initially awarded on March 15, 2023, subject to a three-year performance condition tied to clinical development performance during 2023-2025, which was determined on January 20, 2026. The number of restricted stock units reported represents the number of restricted stock units earned based on performance, all of which will vest on March 15, 2026.

Remarks:

	/s/ John S. Hess, Jr. under Power of Attorney	02/26/2026
	** Signature of Reporting Person	Date
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FAQ

What insider transactions did UTHR report for Michael Benkowitz?

UNITED THERAPEUTICS reported that President and COO Michael Benkowitz received performance-based equity awards. He was granted stock options and restricted stock units earned from 2023-2025 performance goals covering profit margins, revenue growth, and clinical development, all scheduled to vest on March 15, 2026.

How many performance-based stock options did UTHR’s President receive?

Michael Benkowitz received 99,720 performance-based stock options. These options were initially awarded March 15, 2023 and earned based on a three-year cash profit margin target for 2023-2025, determined on February 25, 2026, and are scheduled to fully vest on March 15, 2026.

What restricted stock units were granted to UTHR executive Michael Benkowitz?

He was granted 15,592 performance-based restricted stock units tied to average revenue growth and 17,790 performance-based restricted stock units tied to clinical development performance for 2023-2025. Both awards were earned based on performance and will vest on March 15, 2026, subject to continued service.

How do UTHR restricted stock units for Michael Benkowitz settle after vesting?

Each restricted stock unit granted to Michael Benkowitz represents the right to receive one share of UNITED THERAPEUTICS common stock following vesting. Once the March 15, 2026 vesting date is reached, the earned and vested units convert into an equal number of common shares.

What performance periods determine UTHR’s equity awards to its President and COO?

The equity awards were tied to three-year performance periods covering 2023-2025. Cash profit margin, average revenue growth, and clinical development performance were measured, with outcomes determined in early 2026 and the resulting stock options and restricted stock units vesting on March 15, 2026.