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United Therapeutics (UTHR) CEO sells 9,500 shares after option exercise under 10b5-1 plan

Filing Impact
(Neutral)
Filing Sentiment
(Neutral)
Form Type
4

Rhea-AI Filing Summary

UNITED THERAPEUTICS Corp Chairperson & CEO Martine Rothblatt reported exercising stock options and selling resulting shares of common stock under a pre-arranged Rule 10b5-1 trading plan. The plan, adopted on November 7, 2025, continues until either 1,734,410 options expiring on March 17, 2027 are exercised or until December 31, 2026.

Rothblatt exercised 9,500 stock options at $146.03 per share, acquiring the same number of common shares. On the same date, she executed multiple open-market sales totaling 9,500 common shares at weighted average prices generally between the high $572 and $580 per-share range.

Following these transactions, Rothblatt directly holds 40,513 shares of common stock, with additional shares held indirectly through various family trusts and by her spouse as described in the filing. The open-market sales and option exercise form part of the ongoing 10b5-1 trading plan rather than discretionary, one-off trades.

Positive

  • None.

Negative

  • None.

Insights

Routine 10b5-1 option exercise and sale with limited net impact.

Martine Rothblatt exercised 9,500 stock options at an exercise price of $146.03 and sold 9,500 common shares in multiple open-market trades around the $572–$580 range. These paired transactions convert an option position into cash.

The filing states they were executed under a pre-arranged Rule 10b5-1 trading plan adopted on November 7, 2025, which reduces the signaling value of the timing. After the trades, she still directly owns 40,513 shares and has a large pool of options referenced by the plan, suggesting this is part of a broader, structured diversification strategy rather than a transformative change in exposure.

Insider ROTHBLATT MARTINE A
Role Chairperson & CEO
Sold 9,500 shs ($5.48M)
Type Security Shares Price Value
Exercise Stock Option 9,500 $0.00 --
Exercise Common Stock 9,500 $146.03 $1.39M
Sale Common Stock 523 $572.4767 $299K
Sale Common Stock 1,644 $574.0599 $944K
Sale Common Stock 736 $574.8556 $423K
Sale Common Stock 1,410 $575.9936 $812K
Sale Common Stock 1,707 $576.9813 $985K
Sale Common Stock 1,781 $578.1066 $1.03M
Sale Common Stock 1,099 $579.0835 $636K
Sale Common Stock 600 $580.0569 $348K
holding Common Stock -- -- --
holding Common Stock -- -- --
holding Common Stock -- -- --
holding Common Stock -- -- --
holding Common Stock -- -- --
Holdings After Transaction: Stock Option — 138,788 shares (Direct, null); Common Stock — 50,013 shares (Direct, null); Common Stock — 166 shares (Indirect, by Spouse)
Footnotes (1)
  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 17, 2027; or (b) December 31, 2026. 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. This transaction was executed in multiple trades at prices ranging from $572.28 to $573.23. 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 $573.43 to $574.39. 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 $574.43 to $575.35. 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 $575.52 to $576.50. 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 $576.52 to $577.49. 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 $577.57 to $578.56. 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 $578.61 to $579.53. 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 $579.65 to $580.24. 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 shares Stock options exercised into common stock on April 22, 2026
Option exercise price $146.03 per share Conversion or exercise price for 9,500 stock options
Shares sold 9,500 shares Total common shares sold in multiple open-market transactions
Sale price range $572.28–$580.24 per share Underlying trade price ranges from footnotes F2–F9
Direct holdings after 40,513 shares Common stock directly owned following reported transactions
10b5-1 plan option pool 1,734,410 options Options referenced in trading plan, expiring March 17, 2027
Plan end date December 31, 2026 Latest date the Rule 10b5-1 plan remains in effect
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.
stock options financial
"This exercise of stock options and sale of the resulting shares of common stock"
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.
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 shares investment power"
exercise or conversion of derivative security financial
"transaction_code_description": "Exercise or conversion of derivative security""
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)
04/22/2026
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 Stock04/22/2026M(1)9,500A$146.0350,013D
Common Stock04/22/2026S(1)523D$572.4767(2)49,490D
Common Stock04/22/2026S(1)1,644D$574.0599(3)47,846D
Common Stock04/22/2026S(1)736D$574.8556(4)47,110D
Common Stock04/22/2026S(1)1,410D$575.9936(5)45,700D
Common Stock04/22/2026S(1)1,707D$576.9813(6)43,993D
Common Stock04/22/2026S(1)1,781D$578.1066(7)42,212D
Common Stock04/22/2026S(1)1,099D$579.0835(8)41,113D
Common Stock04/22/2026S(1)600D$580.0569(9)40,513D
Common Stock166Iby Spouse
Common Stock324,443Iby Trust(10)
Common Stock258,117Iby Trust(11)
Common Stock45,596Iby Trust(12)
Common Stock10,962Iby 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$146.0304/22/2026M(1)9,50003/15/202003/15/2027Common Stock9,500$0.00138,788D
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 17, 2027; or (b) December 31, 2026.
2. This transaction was executed in multiple trades at prices ranging from $572.28 to $573.23. 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. This transaction was executed in multiple trades at prices ranging from $573.43 to $574.39. 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 $574.43 to $575.35. 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 $575.52 to $576.50. 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 $576.52 to $577.49. 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 $577.57 to $578.56. 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 $578.61 to $579.53. 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 $579.65 to $580.24. 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. 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.
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.
Remarks:
/s/ John S. Hess, Jr. under Power of Attorney04/23/2026
** 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)

FAQ

What insider transactions did UTHR CEO Martine Rothblatt report on April 22, 2026?

Martine Rothblatt reported exercising 9,500 stock options and selling 9,500 United Therapeutics common shares. The exercise price was $146.03 per share, and the open-market sales occurred in multiple trades at weighted average prices generally between about $572 and $580 per share.

Was the UTHR CEO’s April 2026 stock sale under a Rule 10b5-1 plan?

Yes. The filing states the option exercise and related stock sales occurred under a pre-arranged Rule 10b5-1 trading plan. The plan was adopted on November 7, 2025 and is scheduled to continue until either 1,734,410 options are exercised or December 31, 2026.

How many United Therapeutics shares does the CEO hold directly after these Form 4 transactions?

After the reported April 22, 2026 transactions, Martine Rothblatt directly holds 40,513 shares of United Therapeutics common stock. The filing also lists additional indirect holdings through various family trusts and shares held by her spouse, which are reported separately from her direct ownership.

What stock options did the UTHR CEO exercise in the April 2026 Form 4?

She exercised 9,500 stock options with a conversion or exercise price of $146.03 per share, receiving 9,500 common shares. The filing notes these options relate to a larger pool of 1,734,410 stock options that all expire on March 17, 2027, as referenced in the trading plan.

At what prices were the UTHR CEO’s April 2026 stock sales executed?

The reported sales used weighted average prices, with individual trades executed in ranges such as $572.28–$573.23, $573.43–$574.39, and up to $579.65–$580.24 per share. Each sale block discloses its own weighted average price and underlying intraday price range in the footnotes.

How are the UTHR CEO’s family trust and spouse holdings described in the Form 4?

The filing explains that certain shares are held in family trusts where the reporting person or spouse serves as trustee or co-trustee and beneficiaries include the reporting person and immediate family. It also identifies shares held where the spouse is trustee or beneficiary, and shares attributed as held by her spouse.