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United Therapeutics (UTHR) CEO’s 10b5-1 plan sale covers 9,500 shares

Filing Impact
(Neutral)
Filing Sentiment
(Neutral)
Form Type
4

Rhea-AI Filing Summary

UNITED THERAPEUTICS Corp Chairperson & CEO Martine Rothblatt reported an exercise-and-sale transaction in company stock. She exercised stock options to acquire 9,500 shares of common stock at an exercise price of $146.03 per share and sold 9,500 shares in multiple open-market trades on May 8, 2026 at weighted average prices generally between the high $560s and low $570s per share. The filing states these transactions were made under a pre-arranged Rule 10b5-1 trading plan adopted on November 7, 2025, which is scheduled to continue until the earlier of the exercise of 1,734,410 stock options expiring on March 17, 2027, or December 31, 2026. After these transactions, Rothblatt directly holds 40,513 shares of common stock and has additional indirect holdings through various family trusts and her spouse.

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Insider ROTHBLATT MARTINE A
Role Chairperson & CEO
Sold 9,500 shs ($5.37M)
Type Security Shares Price Value
Exercise Stock Option 9,500 $0.00 --
Exercise Common Stock 9,500 $146.03 $1.39M
Sale Common Stock 1,126 $562.083 $633K
Sale Common Stock 2,022 $563.0571 $1.14M
Sale Common Stock 1,864 $564.002 $1.05M
Sale Common Stock 1,983 $564.7694 $1.12M
Sale Common Stock 705 $565.9862 $399K
Sale Common Stock 319 $567.2088 $181K
Sale Common Stock 360 $568.159 $205K
Sale Common Stock 106 $569.6123 $60K
Sale Common Stock 495 $570.2186 $282K
Sale Common Stock 520 $571.6638 $297K
holding Common Stock -- -- --
holding Common Stock -- -- --
holding Common Stock -- -- --
holding Common Stock -- -- --
holding Common Stock -- -- --
Holdings After Transaction: Stock Option — 24,788 shares (Direct, null); Common Stock — 50,013 shares (Direct, null); Common Stock — 166 shares (Indirect, by Spouse)
Footnotes (1)
  1. This exercise of stock options and sale of the resulting shares of common stock was pursuant to a pre-arranged 10b5-1 trading plan adopted by the reporting person on November 7, 2025. This plan will continue until the earlier of: (a) the exercise of 1,734,410 stock options, all of which expire on March 17, 2027; or (b) December 31, 2026. This transaction was executed in multiple trades at prices ranging from $569.99 to $570.75. 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 $571.32 to $571.99. 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. 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. 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. 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. 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. This transaction was executed in multiple trades at prices ranging from $561.45 to $562.43. 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 $562.46 to $563.45. 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 $563.46 to $564.45. 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 $564.47 to $565.46. 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 $565.53 to $566.26. 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 $566.81 to $567.80. 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 $567.86 to $568.84. 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. This transaction was executed in multiple trades at prices ranging from $568.985 to $569.93. 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.
Shares sold 9,500 shares Open-market sales of common stock on May 8, 2026
Options exercised 9,500 options Stock options exercised into common stock on May 8, 2026
Option exercise price $146.03 per share Exercise price for 9,500 stock options
Example sale price $571.6638 per share One reported weighted average sale price for 520 shares
Direct holdings after transaction 40,513 shares Common stock directly held following May 8, 2026 trades
Indirect trust holding example 324,443 shares Common stock held indirectly in a family trust
Remaining option balance (reported line) 24,788 options Stock options total following derivative transaction entry
10b5-1 plan end condition 1,734,410 options or Dec 31, 2026 Plan ends after exercising 1,734,410 options or by that date
Rule 10b5-1 trading plan financial
"This exercise of stock options and sale ... was pursuant to a pre-arranged 10b5-1 trading plan..."
A Rule 10b5-1 trading plan is a pre-arranged schedule that allows company insiders to buy or sell stock at specific times, even if they have inside information. It helps prevent accusations of unfair trading by making these transactions look planned and transparent, rather than sneaky or illegal.
stock options financial
"This exercise of stock options and sale of the resulting shares of common stock..."
Stock options are agreements that give a person the right to buy or sell a company's stock at a specific price within a certain time frame. They are often used as a reward or incentive, similar to a coupon that can be used later if the stock price rises, allowing the holder to make a profit.
weighted average price financial
"The price reported above reflects the weighted average price."
Weighted average price is the average price of a security where each trade or component is counted according to its size, so bigger trades pull the average more than smaller ones. Think of it like calculating the average cost of a grocery haul where items you bought more of have greater influence on the final per-item cost. Investors use it to understand the true average price paid or received, judge execution quality, and compare trading performance against market movement.
family trusts financial
"Shares held in family trusts as to which the Reporting Person shares investment power..."
exercise or conversion of derivative security financial
"Exercise or conversion of derivative security"
open-market sale financial
"Sale in open market or private transaction"
An open-market sale is when a shareholder sells existing shares directly on a public exchange to any willing buyer, rather than through a private deal. Think of it like putting goods on a busy market stall where price is set by supply and demand; for investors it matters because such sales increase available supply, can put short-term downward pressure on the stock price, and signal changes in liquidity or investor confidence.
SEC Form 4
FORM 4UNITED 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*
ROTHBLATT MARTINE A

(Last)(First)(Middle)
C/O UNITED THERAPEUTICS CORPORATION
1000 SPRING STREET

(Street)
SILVER SPRING MARYLAND 20910

(City)(State)(Zip)

UNITED STATES

(Country)
2. Issuer Name and Ticker or Trading Symbol
UNITED THERAPEUTICS Corp [ UTHR ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
XDirector10% Owner
XOfficer (give title below)Other (specify below)
Chairperson & CEO
2a. Foreign Trading Symbol
3. Date of Earliest Transaction (Month/Day/Year)
05/08/2026
6. Individual or Joint/Group Filing (Check Applicable Line)
XForm filed by One Reporting Person
Form filed by More than One Reporting Person
4. If Amendment, Date of Original Filed (Month/Day/Year)

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)
CodeVAmount(A) or (D)Price
Common Stock05/08/2026M(1)9,500A$146.0350,013D
Common Stock05/08/2026S(1)1,126D$562.083(2)48,887D
Common Stock05/08/2026S(1)2,022D$563.0571(3)46,865D
Common Stock05/08/2026S(1)1,864D$564.002(4)45,001D
Common Stock05/08/2026S(1)1,983D$564.7694(5)43,018D
Common Stock05/08/2026S(1)705D$565.9862(6)42,313D
Common Stock05/08/2026S(1)319D$567.2088(7)41,994D
Common Stock05/08/2026S(1)360D$568.159(8)41,634D
Common Stock05/08/2026S(1)106D$569.6123(9)41,528D
Common Stock05/08/2026S(1)495D$570.2186(10)41,033D
Common Stock05/08/2026S(1)520D$571.6638(11)40,513D
Common Stock166Iby Spouse
Common Stock324,443Iby Trust(12)
Common Stock258,117Iby Trust(13)
Common Stock45,596Iby Trust(14)
Common Stock10,962Iby Trust(15)
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)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Stock Option$146.0305/08/2026M(1)9,50003/15/202003/15/2027Common Stock9,500$0.0024,788D
Explanation of Responses:
1. This exercise of stock options and sale of the resulting shares of common stock was pursuant to a pre-arranged 10b5-1 trading plan adopted by the reporting person on November 7, 2025. This plan will continue until the earlier of: (a) the exercise of 1,734,410 stock options, all of which expire on March 17, 2027; or (b) December 31, 2026.
2. This transaction was executed in multiple trades at prices ranging from $561.45 to $562.43. 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 $562.46 to $563.45. 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 $563.46 to $564.45. 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 $564.47 to $565.46. 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 $565.53 to $566.26. 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 $566.81 to $567.80. 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.
8. This transaction was executed in multiple trades at prices ranging from $567.86 to $568.84. 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.
9. This transaction was executed in multiple trades at prices ranging from $568.985 to $569.93. 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 $569.99 to $570.75. 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.
11. This transaction was executed in multiple trades at prices ranging from $571.32 to $571.99. 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.
12. 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.
13. 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.
14. 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.
15. 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 Attorney05/11/2026
** Signature of Reporting PersonDate
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.
* Form 4: SEC 1474 (03-26)

FAQ

What insider transactions did UTHR CEO Martine Rothblatt report on May 8, 2026?

Martine Rothblatt reported exercising stock options for 9,500 United Therapeutics shares and selling 9,500 shares in open-market trades on May 8, 2026. The trades occurred at weighted average prices in the high $560s to low $570s per share.

Was the UTHR CEO’s May 2026 stock sale part of a Rule 10b5-1 plan?

Yes, the United Therapeutics CEO’s option exercise and related share sales were executed under a pre-arranged Rule 10b5-1 trading plan adopted on November 7, 2025. The plan governs ongoing option exercises until specified limits or December 31, 2026.

How many United Therapeutics shares does the CEO hold after these Form 4 transactions?

Following the reported May 8, 2026 transactions, Martine Rothblatt directly holds 40,513 United Therapeutics common shares. She also has additional indirect ownership through several family trusts and her spouse, as described in the Form 4 footnotes.

What was the exercise price of the UTHR stock options exercised by the CEO?

The exercised United Therapeutics stock options had an exercise price of $146.03 per share for 9,500 underlying common shares. These options are part of a larger grant expiring on March 17, 2027, referenced in the Rule 10b5-1 trading plan description.

At what prices did the UTHR CEO’s May 8, 2026 stock sales occur?

The reported United Therapeutics share sales on May 8, 2026 were executed in multiple trades at weighted average prices around the mid to high $560s and low $570s per share. Footnotes note detailed trade price ranges and offer to provide full breakdowns on request.