STOCK TITAN

United Therapeutics CFO executes 10b5-1 sale after option exercise

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

Rhea-AI Filing Summary

United Therapeutics (UTHR) reported an insider transaction by its CFO and Treasurer. On 11/10/2025, the officer exercised 21,000 stock options at $146.03 and sold the resulting shares in multiple tranches at weighted average prices ranging from $445.81 to $456.27, as detailed in the trade notes. Following these transactions, the officer beneficially owned 8,118 shares directly. The activity was conducted under a Rule 10b5-1 trading plan entered on August 5, 2025.

In addition, the filing shows 10,312 stock options beneficially owned after the reported transactions, with the exercised grant originally exercisable from March 15, 2020 and expiring March 15, 2027.

Positive

  • None.

Negative

  • None.

Insights

Administrative Form 4: option exercise with planned sales.

The CFO exercised $146.03 strike options for 21,000 shares and sold shares across multiple weighted-average prices between $445.81 and $456.27. The trades were executed pursuant to a Rule 10b5-1 plan, indicating pre-arranged instructions.

Post-transaction, direct common stock ownership is 8,118 shares, and derivative holdings include 10,312 stock options. This reflects routine equity compensation activity rather than a change in business fundamentals.

The filing lists specific price ranges per tranche; actual market impact depends on daily liquidity and trade size relative to average volume. Subsequent filings may provide additional context on future vesting or exercises.

Insider EDGEMOND JAMES
Role CFO AND TREASURER
Sold 21,000 shs ($9.49M)
Type Security Shares Price Value
Exercise Stock Option 21,000 $0.00 --
Exercise Common Stock 21,000 $146.03 $3.07M
Sale Common Stock 1,052 $446.5087 $470K
Sale Common Stock 1,539 $447.4691 $689K
Sale Common Stock 3,356 $448.3298 $1.50M
Sale Common Stock 653 $449.0006 $293K
Sale Common Stock 600 $450.7996 $270K
Sale Common Stock 1,065 $451.869 $481K
Sale Common Stock 2,170 $452.7554 $982K
Sale Common Stock 4,633 $453.8134 $2.10M
Sale Common Stock 3,342 $454.8156 $1.52M
Sale Common Stock 2,590 $455.8295 $1.18M
Holdings After Transaction: Stock Option — 10,312 shares (Direct); Common Stock — 29,118 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 5, 2025. This transaction was executed in multiple trades at prices ranging from $455.35 to $456.27. 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. This transaction was executed in multiple trades at prices ranging from $445.81 to $446.80. 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. This transaction was executed in multiple trades at prices ranging from $446.81 to $447.79. 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. This transaction was executed in multiple trades at prices ranging from $448.82 to $449.59. 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. This transaction was executed in multiple trades at prices ranging from $450.24 to $451.05. 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. This transaction was executed in multiple trades at prices ranging from $451.31 to $452.30. 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. This transaction was executed in multiple trades at prices ranging from $452.32 to $453.20. 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. This transaction was executed in multiple trades at prices ranging from $453.34 to $454.33. 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. This transaction was executed in multiple trades at prices ranging from $454.35 to $455.34. 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.
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*
EDGEMOND JAMES

(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)
CFO AND TREASURER
3. Date of Earliest Transaction (Month/Day/Year)
11/10/2025
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 11/10/2025 M(1) 21,000 A $146.03 29,118 D
Common Stock 11/10/2025 S(1) 1,052 D $446.5087(2) 28,066 D
Common Stock 11/10/2025 S(1) 1,539 D $447.4691(3) 26,527 D
Common Stock 11/10/2025 S(1) 3,356 D $448.3298 23,171 D
Common Stock 11/10/2025 S(1) 653 D $449.0006(4) 22,518 D
Common Stock 11/10/2025 S(1) 600 D $450.7996(5) 21,918 D
Common Stock 11/10/2025 S(1) 1,065 D $451.869(6) 20,853 D
Common Stock 11/10/2025 S(1) 2,170 D $452.7554(7) 18,683 D
Common Stock 11/10/2025 S(1) 4,633 D $453.8134(8) 14,050 D
Common Stock 11/10/2025 S(1) 3,342 D $454.8156(9) 10,708 D
Common Stock 11/10/2025 S(1) 2,590 D $455.8295(10) 8,118 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 Option $146.03 11/10/2025 M 21,000 03/15/2020 03/15/2027 Common Stock 21,000 $0.00 10,312 D
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 5, 2025.
2. This transaction was executed in multiple trades at prices ranging from $445.81 to $446.80. 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 $446.81 to $447.79. 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 $448.82 to $449.59. 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 $450.24 to $451.05. 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. This transaction was executed in multiple trades at prices ranging from $451.31 to $452.30. 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.
7. This transaction was executed in multiple trades at prices ranging from $452.32 to $453.20. 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.
8. This transaction was executed in multiple trades at prices ranging from $453.34 to $454.33. 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.
9. This transaction was executed in multiple trades at prices ranging from $454.35 to $455.34. 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.
10. This transaction was executed in multiple trades at prices ranging from $455.35 to $456.27. 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.
Remarks:
/s/ John S. Hess, Jr. under Power of Attorney 11/12/2025
** 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 did UTHR's CFO report on Form 4?

The officer exercised 21,000 stock options at $146.03 and sold the resulting shares in multiple trades on 11/10/2025.

At what prices were UTHR shares sold by the officer?

Sales occurred in multiple trades at weighted average prices ranging from $445.81 to $456.27.

How many UTHR shares does the officer own after the transactions?

The filing shows 8,118 shares beneficially owned directly after the reported transactions.

Were the trades under a Rule 10b5-1 plan?

Yes. The filing states the transactions were pursuant to a Rule 10b5-1 trading plan entered on August 5, 2025.

What derivative holdings remain after the transactions?

The filing lists 10,312 stock options beneficially owned following the reported transactions.

What were the option terms for the exercised grant?

The stock option had a $146.03 exercise price, was exercisable from March 15, 2020, and expires on March 15, 2027.