United Therapeutics (UTHR) COO exercises RSUs; 14,706 shares withheld for taxes

Rhea-AI Filing Summary

UNITED THERAPEUTICS Corp President and COO Michael Benkowitz reported routine equity compensation activity involving restricted stock units and common shares. On March 15, 2026, a trust associated with him exercised restricted stock units that each convert into one share of common stock, resulting in 33,382 shares of common stock held indirectly by the trust.

Of these shares, 14,706 shares of common stock were withheld by United Therapeutics to satisfy tax obligations upon vesting, a non-market disposition that does not represent an open-market sale. Following these transactions, the filing shows 19,046 shares held indirectly by the trust and 2,710 shares held directly, which includes 62 shares acquired earlier under the company’s employee stock purchase plan.

Insights

Corporate governance analyst

Routine RSU vesting and tax withholding with modest net share increase.

The filing shows a trust associated with Michael Benkowitz, President and COO of UNITED THERAPEUTICS Corp, exercising restricted stock units into 33,382 shares of common stock on March 15, 2026. Each restricted stock unit converts into one share after vesting, reflecting standard equity compensation mechanics.

The company withheld 14,706 shares at a price of $536.12 per share to cover tax liabilities, coded as F transactions. This is a tax-withholding disposition rather than an open-market sale, so it carries limited signaling value about management’s view of the stock.

After these entries, the trust holds 19,046 shares indirectly, and Benkowitz holds 2,710 shares directly, including 62 acquired under the employee stock purchase plan on March 4, 2026. With no remaining derivative positions shown and no open-market buying or selling, this appears to be routine compensation-related activity, not a thesis-changing event.

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

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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^*

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)
03/15/2026

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
Common Stock	03/15/2026		M		17,790	A	(1)	17,790	I	by Trust(2)
Common Stock	03/15/2026		M		15,592	A	(1)	33,752	I	by Trust(2)
Common Stock	03/15/2026		F		7,837(3)	D	$536.12	25,915	I	by Trust(2)
Common Stock	03/15/2026		F		6,869(3)	D	$536.12	19,046	I	by Trust(2)
Common Stock								2,710(4)	D

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
Restricted Stock Units	(1)	03/15/2026		M			17,790	(5)	(5)	Common Stock	17,790	$0.00	0.00	I	by Trust(2)
Restricted Stock Units	(1)	03/15/2026		M			15,592	(5)	(5)	Common Stock	15,592	$0.00	0.00	I	by Trust(2)

Explanation of Responses:

1. Each restricted stock unit represents the right to receive, following vesting, one share of United Therapeutics Corporation common stock.

2. Securities held in a trust beneficially owned by the Reporting Person, of which the Reporting Person is a beneficiary, and as to which the Reporting Person and his spouse are co-trustees and have shared investment and voting power.

3. Represents the number of shares withheld by United Therapeutics for tax purposes, upon vesting of restricted stock units.

4. Includes 62 shares of common stock acquired on March 4, 2026 under the United Therapeutics Employee Stock Purchase Plan.

5. Shares received upon vesting of performance-based restricted stock units on March 15, 2026. Restricted stock units converted on a one-for-one basis into shares of common stock. These restricted stock units were granted on March 15, 2023.

Remarks:

	/s/ John S. Hess, Jr. under Power of Attorney	03/17/2026
	** 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 Michael Benkowitz report on March 15, 2026?

He reported exercises of restricted stock units into 33,382 shares of United Therapeutics common stock through a trust, along with tax-related share withholdings. These transactions reflect routine vesting and conversion of equity awards rather than open-market buying or selling activity.

How many United Therapeutics (UTHR) shares were created from Benkowitz’s restricted stock units?

Restricted stock units were exercised into 33,382 shares of United Therapeutics common stock. Each restricted stock unit converts on a one-for-one basis into a share after vesting, increasing the trust’s indirect common stock holdings before tax-related share withholdings were applied by the company.

Were any of Michael Benkowitz’s UTHR shares sold on the open market in this Form 4?

No open-market sales are shown. The Form 4 reports F-code dispositions where 14,706 shares were withheld by United Therapeutics at $536.12 per share to cover taxes on RSU vesting, which is a non-market tax-withholding mechanism rather than discretionary share selling.

What are Benkowitz’s reported United Therapeutics (UTHR) share holdings after these transactions?

After the reported transactions, a trust associated with Michael Benkowitz holds 19,046 United Therapeutics common shares indirectly. He also holds 2,710 shares directly, which includes 62 shares acquired on March 4, 2026 under the company’s employee stock purchase plan.

How were the UTHR restricted stock units structured for Michael Benkowitz?

Each restricted stock unit represents the right to receive one share of United Therapeutics common stock upon vesting. On March 15, 2026, vested restricted stock units were converted on a one-for-one basis into common shares, consistent with the original equity award terms disclosed in the footnotes.

Who holds voting and investment power over the UTHR shares related to this Form 4?

The common stock and restricted stock units are held in a trust beneficially owned by Michael Benkowitz, where he and his spouse act as co-trustees. According to the footnotes, they share both investment and voting power over the trust’s United Therapeutics securities.