UTHR Form 4: CEO Rothblatt Exercises 8,000 Options, Sells Shares

Rothblatt Martine A, Chairperson & CEO of United Therapeutics (UTHR), reported exercises and sales of company stock options under a pre-arranged 10b5-1 trading plan entered May 2, 2025.

Rhea-AI Filing Summary

Rothblatt Martine A, Chairperson & CEO of United Therapeutics (UTHR), reported exercises and sales of company stock options under a pre-arranged 10b5-1 trading plan entered May 2, 2025. On 09/23/2025 and 09/24/2025 she exercised a total of 8,000 options at an exercise price of $120.26 each, and sold shares in multiple trades at weighted-average prices ranging from about $416.51 to $436.84 depending on the tranche. Following the reported transactions she directly owns smaller blocks of shares and continues to have significant indirect holdings through family trusts and spouse-controlled accounts totaling the amounts listed on the form. The option tranche referenced totals 294,000 options expiring March 15, 2026, and the 10b5-1 plan runs until that tranche is exhausted or December 31, 2025.

Positive

• Transactions executed under a pre-arranged 10b5-1 plan, indicating adherence to an established compliance program

Negative

• None.

Insights

Financial Analyst

TL;DR: Routine option exercises and market sales under a pre-set 10b5-1 plan; disclosure provides quantities, prices, and remaining option counts.

The filing documents mechanical execution of option exercises and subsequent sales under a May 2, 2025 10b5-1 plan. It lists exercise price ($120.26), number of options exercised (8,000 over two days), weighted-average sale prices across multiple executions (ranges noted per tranche), and post-transaction direct and indirect shareholdings. The filer discloses family trust and spouse-held interests and confirms a remaining tranche of 294,000 options expiring March 15, 2026. The report is compliant with Section 16 disclosure requirements and includes undertakings to provide trade-level details on request.

Corporate Governance Expert

TL;DR: The transaction is a compliant insider disposition under an established 10b5-1 plan, with full indirect ownership disclosure.

The Form 4 shows pre-arranged exercises and sales, with explanatory notes describing weighted-average pricing and multiple trade executions. The reporting person properly identifies director/officer status and details indirect holdings via multiple family trusts and spouse arrangements. The filing includes a power-of-attorney signature and standard certifications. There are no apparent deviations from required disclosure format or missing mandated elements in the submitted content.

Insider Trade Summary

Exercise and Sale: 8,000 shares ($2.45M approx. pre-tax spread)

Exercise and Sale 13 txns

Insider ROTHBLATT MARTINE A

Role Chairperson & CEO

Sold 8,000 shs ($3.41M)

Approx. gross sale proceeds $3.41M

Approx. exercise cost $962K

Approx. pre-tax spread $2.45M

Type	Security	Shares	Price	Value
Exercise	Stock Option	4,000	$0.00	$0.00
Exercise	Common Stock	4,000	$120.26	$481K
Sale	Common Stock	3,316	$433.7678	$1.44M
Sale	Common Stock	684	$435.84	$298K
Exercise	Stock Option	4,000	$0.00	$0.00
Exercise	Common Stock	4,000	$120.26	$481K
Sale	Common Stock	2,000	$416.51	$833K
Sale	Common Stock	2,000	$419.7863	$840K
holding	Common Stock	--	--	--
holding	Common Stock	--	--	--
holding	Common Stock	--	--	--
holding	Common Stock	--	--	--
holding	Common Stock	--	--	--

Holdings After Transaction: Stock Option — 242,000 contracts (Direct); Common Stock — 130 shares (Direct); Common Stock — 166 shares (Indirect, by Spouse); Common Stock — 644,193 shares (Indirect, by Trust)

Footnotes (9)

1. F1. This exercise and sale of stock options was pursuant to a pre-arranged 10b5-1 trading plan entered into by the reporting person on May 2, 2025. This plan will continue until the earlier of: (a) exhaustion of a tranche of 294,000 stock options that expire March 15, 2026; or (b) December 31, 2025.
2. F2. This transaction was executed in multiple trades at prices ranging from $416.51 to $417.51. 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. F3. This transaction was executed in multiple trades at prices ranging from $419.3025 to $420.27. 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. F4. This transaction was executed in multiple trades at prices ranging from $433.715 to $433.89. 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. F5. This transaction was executed in multiple trades at prices ranging from $435.84 to $436.84. 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. F6. 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.
7. F7. 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.
8. F8. 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.
9. F9. 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.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What trades did Rothblatt (UTHR) report on this Form 4?

The filing reports exercises of 8,000 stock options on 09/23/2025 and 09/24/2025 and multiple sales of the resulting shares at weighted-average prices reported for each tranche.

Were these trades pre-arranged under a trading plan?

Yes. The exercises and sales were made pursuant to a 10b5-1 trading plan entered May 2, 2025, which continues until exhaustion of a tranche or December 31, 2025.

What was the exercise price and option expiry?

The exercised options had an exercise price of $120.26 and relate to options that expire on March 15, 2026.

How many options remain in the referenced tranche?

The form references a tranche of 294,000 stock options that expire March 15, 2026, which the 10b5-1 plan will continue to exhaust.

Does the filing disclose indirect holdings?

Yes. The reporting person discloses indirect holdings through family trusts and spouse-controlled accounts, with specific share amounts listed on the form.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Accepted by SEC EDGAR 09/25/2025 - 04:30 PM Learn about SEC filing dates

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

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).

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)
09/23/2025

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	09/23/2025		M(1)		4,000	A	$120.26	4,130	D
Common Stock	09/23/2025		S(1)		2,000	D	$416.51(2)	2,130	D
Common Stock	09/23/2025		S(1)		2,000	D	$419.7863(3)	130	D
Common Stock	09/24/2025		M(1)		4,000	A	$120.26	4,130	D
Common Stock	09/24/2025		S(1)		3,316	D	$433.7678(4)	814	D
Common Stock	09/24/2025		S(1)		684	D	$435.84(5)	130	D
Common Stock								166	I	by Spouse
Common Stock								324,518	I	by Trust(6)
Common Stock								258,117	I	by Trust(7)
Common Stock								45,596	I	by Trust(8)
Common Stock								15,962	I	by Trust(9)

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 Option	$120.26	09/23/2025		M(1)			4,000	03/15/2016	03/15/2026	Common Stock	4,000	$0.00	246,000	D
Stock Option	$120.26	09/24/2025		M(1)			4,000	03/15/2016	03/15/2026	Common Stock	4,000	$0.00	242,000	D

Explanation of Responses:

1. This exercise and sale of stock options was pursuant to a pre-arranged 10b5-1 trading plan entered into by the reporting person on May 2, 2025. This plan will continue until the earlier of: (a) exhaustion of a tranche of 294,000 stock options that expire March 15, 2026; or (b) December 31, 2025.

2. This transaction was executed in multiple trades at prices ranging from $416.51 to $417.51. 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 $419.3025 to $420.27. 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 $433.715 to $433.89. 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 $435.84 to $436.84. 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. 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.

7. 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.

8. 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.

9. 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 Attorney	09/25/2025
	** Signature of Reporting Person	Date
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.