United Therapeutics (UTHR) CFO receives performance-based equity awards

Rhea-AI Filing Summary

United Therapeutics reported that CFO and Treasurer James Edgemond acquired new equity awards made up of stock options and performance-based restricted stock units. He received 58,170 stock options and two tranches of restricted stock units totaling 9,098 and 10,380 units.

The stock options are tied to a three-year performance condition based on average cash profit margin during 2023-2025, with performance determined in February 2026. One restricted stock unit grant is tied to average revenue growth during 2023-2025, with performance also determined in February 2026, while the other is tied to clinical development performance during 2023-2025, determined in January 2026.

All earned awards will vest on March 15, 2026. Each restricted stock unit gives the right to receive one share of United Therapeutics common stock after vesting, and the units do not have an expiration date.

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^*

EDGEMOND JAMES

(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)
	CFO AND TREASURER

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		58,170		03/15/2026	03/15/2033	Common Stock	58,170	$0.00	58,170	D
Restricted Stock Units(2)	$0.00(3)	03/15/2023		A		9,098		03/15/2026	(4)	Common Stock	9,098	$0.00	9,098	D
Restricted Stock Units(5)	$0.00(3)	03/15/2023		A		10,380		03/15/2026	(4)	Common Stock	10,380	$0.00	10,380	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.
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FAQ

What equity awards did United Therapeutics (UTHR) CFO James Edgemond receive?

CFO James Edgemond received 58,170 stock options and two performance-based restricted stock unit grants of 9,098 and 10,380 units. These awards are tied to multi-year performance metrics and will vest in 2026, aligning his compensation with company results.

What performance metrics determine the United Therapeutics (UTHR) CFO’s stock options?

The 58,170 performance-based stock options depend on average cash profit margin during 2023-2025. Performance was determined in February 2026. The number of options reported reflects the portion earned based on this metric, with all earned options vesting on March 15, 2026.

How are the United Therapeutics (UTHR) CFO’s restricted stock units structured?

Two restricted stock unit awards of 9,098 and 10,380 units were granted. They are performance-based, tied to average revenue growth and clinical development performance during 2023-2025, respectively, and will fully vest on March 15, 2026 if earned under the plan terms.

When do the United Therapeutics (UTHR) CFO’s performance-based awards vest?

All reported performance-based stock options and restricted stock units vest on March 15, 2026. Performance over the 2023-2025 period has already been evaluated, and the disclosed amounts represent the portion earned under the company’s long-term incentive programs.

What does each United Therapeutics (UTHR) restricted stock unit represent for the CFO?

Each restricted stock unit represents the right to receive one share of United Therapeutics common stock after vesting. The units have no expiration date, meaning the right remains effective once earned until shares are delivered under the plan terms.

Do United Therapeutics (UTHR) restricted stock units expire for the CFO grant?

The restricted stock units do not have an expiration date. Once earned and subject to vesting on March 15, 2026, they remain outstanding until settled in shares of common stock, providing long-term alignment between the CFO’s compensation and shareholder interests.