STOCK TITAN

UTHR president & COO reports option exercises and share sales

Filing Impact
(Very High)
Filing Sentiment
(Very Negative)
Form Type
4

Rhea-AI Filing Summary

United Therapeutics (UTHR) president and COO reported option exercises and related share sales carried out on 11/17/2025 through family trusts. Trusts beneficially owned by the executive exercised stock options for 14,625 shares at an exercise price of $135.42 and for 2,625 and 5,250 shares at $146.03 per share. The resulting common stock was then sold in market transactions at a reported price of $470.4336 per share, leaving those trusts with no directly held common stock from these specific transactions. The Form 4 notes that the activity was conducted under a Rule 10b5‑1 trading plan entered into on August 7, 2024, and that the executive continues to hold derivative securities (stock options) indirectly through the trusts.

Positive

  • None.

Negative

  • None.
Insider BENKOWITZ MICHAEL
Role PRESIDENT AND COO
Sold 22,500 shs ($10.58M)
Type Security Shares Price Value
Exercise Stock Options 14,625 $0.00 --
Exercise Stock Options 2,625 $0.00 --
Exercise Stock Options 5,250 $0.00 --
Exercise Common Stock 14,625 $135.42 $1.98M
Sale Common Stock 14,625 $470.4336 $6.88M
Exercise Common Stock 2,625 $146.03 $383K
Exercise Common Stock 5,250 $146.03 $767K
Sale Common Stock 7,875 $470.4336 $3.70M
holding Common Stock -- -- --
Holdings After Transaction: Stock Options — 12,000 shares (Indirect, by Trust); Common Stock — 14,625 shares (Indirect, by Trust); Common Stock — 2,648 shares (Direct)
Footnotes (1)
  1. This exercise of stock options and subsequent sale of shares was pursuant to a Rule 10b5-1 trading plan entered into by the reporting person on August 7, 2024. Reflects the exercise of options, and sale of the resulting shares of common stock, 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. Reflects the exercise of options, and sale of the resulting shares of common stock, held in a trust beneficially owned by the Reporting Person, of which the Reporting Person's family members are beneficiaries, and as to which the Reporting Person has sole investment and voting power.
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).
X
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)
11/17/2025
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 11/17/2025 M(1) 14,625 A $135.42 14,625 I by Trust(2)
Common Stock 11/17/2025 S(1) 14,625 D $470.4336 0.00 I by Trust(2)
Common Stock 11/17/2025 M(1) 2,625 A $146.03 2,625 I by Trust(3)
Common Stock 11/17/2025 M(1) 5,250 A $146.03 7,875 I by Trust(3)
Common Stock 11/17/2025 S(1) 7,875 D $470.4336 0.00 I by Trust(3)
Common Stock 2,648 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
Stock Options $135.42 11/17/2025 M(1) 14,625 03/15/2023 03/15/2026 Common Stock 14,625 $0.00 12,000 I by Trust(2)
Stock Options $146.03 11/17/2025 M(1) 2,625 03/15/2023 03/15/2026 Common Stock 2,625 $0.00 0.00 I by Trust(3)
Stock Options $146.03 11/17/2025 M(1) 5,250 03/15/2023 03/15/2026 Common Stock 5,250 $0.00 37,690 I by Trust(3)
Explanation of Responses:
1. This exercise of stock options and subsequent sale of shares was pursuant to a Rule 10b5-1 trading plan entered into by the reporting person on August 7, 2024.
2. Reflects the exercise of options, and sale of the resulting shares of common stock, 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. Reflects the exercise of options, and sale of the resulting shares of common stock, held in a trust beneficially owned by the Reporting Person, of which the Reporting Person's family members are beneficiaries, and as to which the Reporting Person has sole investment and voting power.
Remarks:
/s/ John S. Hess, Jr. under Power of Attorney 11/18/2025
** 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.

FAQ

What insider transaction did United Therapeutics (UTHR) report in this Form 4?

The president and COO of United Therapeutics reported exercising stock options held in family trusts and selling the resulting common shares on 11/17/2025. The transactions involved multiple option exercises followed by open-market sales executed by the trusts.

How many United Therapeutics (UTHR) options were exercised and at what prices?

Family trusts exercised options for 14,625 shares of United Therapeutics common stock at an exercise price of $135.42 per share, and for 2,625 and 5,250 shares at $146.03 per share.

At what price were United Therapeutics (UTHR) shares sold in the reported Form 4 transactions?

The common shares received from the option exercises were sold at a reported price of $470.4336 per share in the transactions dated 11/17/2025, with sales made by the trusts that held the options.

Were these United Therapeutics (UTHR) insider trades under a Rule 10b5-1 plan?

Yes. The filing states that the option exercises and subsequent share sales were conducted pursuant to a Rule 10b5-1 trading plan entered into by the reporting person on August 7, 2024.

What is the relationship between the reporting person and the trusts trading United Therapeutics (UTHR) shares?

One trust is described as beneficially owned by the reporting person, with the reporting person and spouse as co-trustees sharing investment and voting power. Another trust is beneficially owned by the reporting person, with family members as beneficiaries and the reporting person holding sole investment and voting power.

Does the United Therapeutics (UTHR) executive still hold derivative securities after these transactions?

Yes. After the transactions, the reporting person continues to indirectly hold stock options through the trusts, including 12,000 derivative securities in one trust and 37,690 in another, according to the table of derivative securities.