United Therapeutics Corp (UTHR) grants performance-based equity awards

Rhea-AI Filing Summary

United Therapeutics Corporation executive vice president and general counsel Paul A. Mahon reported equity awards tied to multi-year performance goals. He acquired 49,860 performance-based stock options and two tranches of performance-based restricted stock units covering 7,796 and 8,895 units, all at a grant price of $0 per unit.

The options were earned based on average cash profit margin for 2023-2025, while the restricted stock units were earned based on average revenue growth and clinical development performance over 2023-2025. All reported awards will vest on March 15, 2026, and 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^*

MAHON PAUL A

(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)
	EVP & GENERAL COUNSEL

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		49,860		03/15/2026	03/15/2033	Common Stock	49,860	$0.00	49,860	D
Restricted Stock Units(2)	$0.00(3)	03/15/2023		A		7,796		03/15/2026	(4)	Common Stock	7,796	$0.00	7,796	D
Restricted Stock Units(5)	$0.00(3)	03/15/2023		A		8,895		03/15/2026	(4)	Common Stock	8,895	$0.00	8,895	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 insider transactions did UTHR executive Paul A. Mahon report on this Form 4?

Paul A. Mahon reported acquiring performance-based equity awards, including 49,860 stock options and two blocks of restricted stock units totaling 7,796 and 8,895 units. All awards were granted at a price of $0 per unit and relate to United Therapeutics Corporation common stock.

What performance conditions were tied to Paul Mahon’s United Therapeutics (UTHR) stock options?

The 49,860 stock options were tied to a three-year performance condition based on average cash profit margin during 2023-2025. Performance was determined on February 25, 2026, and the number of options reported reflects the amount earned under this cash profit margin metric.

How were the United Therapeutics (UTHR) restricted stock units earned by Paul Mahon structured?

Two sets of restricted stock units were performance-based, one tied to average revenue growth and another to clinical development performance during 2023-2025. Performance was determined in early 2026, and the reported 7,796 and 8,895 units represent the amounts earned under those respective performance conditions.

When do Paul Mahon’s United Therapeutics (UTHR) performance-based equity awards vest?

All the reported performance-based stock options and restricted stock units vest on March 15, 2026. Vesting occurs after the three-year performance period covering 2023-2025, once the company has determined the results under the specified performance conditions for each award type.

What does each United Therapeutics (UTHR) restricted stock unit represent for Paul Mahon?

Each restricted stock unit represents the right to receive one share of United Therapeutics Corporation common stock after vesting. The units do not have an expiration date, and delivery of shares occurs following satisfaction of the performance conditions and the vesting date.

Do the restricted stock units reported by Paul Mahon in UTHR have an expiration date?

The restricted stock units do not have an expiration date. Instead, they are subject to vesting based on performance conditions and time, with the reported units scheduled to vest on March 15, 2026, after which each unit delivers one share of common stock.