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

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Form Type
4

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.

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Insider BENKOWITZ MICHAEL
Role PRESIDENT AND COO
Type Security Shares Price Value
Grant/Award Stock Options 99,720 $0.00 --
Grant/Award Restricted Stock Units 15,592 $0.00 --
Grant/Award Restricted Stock Units 17,790 $0.00 --
Holdings After Transaction: Stock Options — 99,720 shares (Direct); Restricted Stock Units — 15,592 shares (Direct)
Footnotes (1)
  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. 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. Each restricted stock unit represents the right to receive, following vesting, one share of United Therapeutics Corporation common stock. Not applicable as restricted stock units do not have an expiration date. 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.
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Form 4 Insider Transactions: What Each Field Means →
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).
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
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.

Source: View Original Filing on SEC EDGAR

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.