Performance equity awards for United Therapeutics (UTHR) chair and CEO

Rhea-AI Filing Summary

ROTHBLATT MARTINE A reported acquisition or exercise transactions in this Form 4 filing.

UNITED THERAPEUTICS Corp reported new performance-based equity awards for Chairperson & CEO Martine A. Rothblatt. She was credited with 207,720 stock options and two blocks of performance-based restricted stock units covering 32,499 and 37,080 units.

The options are tied to average cash profit margin during 2023–2025, while the RSUs are tied to average revenue growth and clinical development performance over the same 2023–2025 period. Performance outcomes were determined in early 2026, and all earned options and RSUs are scheduled to vest on March 15, 2026, with each RSU delivering one common share at 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^*

ROTHBLATT MARTINE 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)

X	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	Chairperson & CEO

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		207,720		03/15/2026	03/15/2033	Common Stock	207,720	$0.00	207,720	D
Restricted Stock Units(2)	$0.00(3)	03/15/2023		A		32,499		03/15/2026	(4)	Common Stock	32,499	$0.00	32,499	D
Restricted Stock Units(5)	$0.00(3)	03/15/2023		A		37,080		03/15/2026	(4)	Common Stock	37,080	$0.00	37,080	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) CEO Martine Rothblatt receive?

Martine Rothblatt received performance-based stock options and restricted stock units. The awards include 207,720 stock options and 32,499 and 37,080 performance RSUs, each RSU delivering one share of UNITED THERAPEUTICS Corp common stock after vesting on March 15, 2026, if earned.

What performance periods apply to the new UNITED THERAPEUTICS (UTHR) CEO equity awards?

The equity awards are tied to a three-year performance period covering 2023 through 2025. Performance for cash profit margin and revenue growth was determined on February 25, 2026, and clinical development performance was determined on January 20, 2026, before final award amounts were confirmed.

Which metrics determine the UNITED THERAPEUTICS (UTHR) CEO’s performance-based stock options and RSUs?

The stock options depend on average cash profit margin during 2023–2025. One RSU grant depends on average revenue growth during 2023–2025, while another depends on clinical development performance over 2023–2025, aligning CEO equity with profitability, growth, and clinical milestones over that three-year period.

When do Martine Rothblatt’s UNITED THERAPEUTICS (UTHR) performance equity awards vest?

All of the earned performance-based awards are scheduled to vest on March 15, 2026. On that date, the stock options become fully vested, and each vested restricted stock unit converts into one share of UNITED THERAPEUTICS Corp common stock, according to the terms described.

How many performance-based restricted stock units did the UNITED THERAPEUTICS (UTHR) CEO earn?

Martine Rothblatt earned two performance-based RSU tranches totaling 69,579 units. One tranche includes 32,499 RSUs tied to average revenue growth, and the other includes 37,080 RSUs tied to clinical development performance, all vesting on March 15, 2026, if conditions are satisfied.

What does each UNITED THERAPEUTICS (UTHR) restricted stock unit represent for the CEO’s awards?

Each restricted stock unit represents the right to receive one share of UNITED THERAPEUTICS Corp common stock after vesting. The RSUs do not have an expiration date, and shares are delivered following the March 15, 2026 vesting date, assuming the applicable performance conditions were met.