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United Therapeutics (NASDAQ: UTHR) CEO sale part of 1,734,410-option 10b5-1 plan

(Neutral)
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Form Type
4

Rhea-AI Filing Summary

UNITED THERAPEUTICS Corp (UTHR) reported that Chairperson & CEO Martine A. Rothblatt, through a family trust, exercised 9,500 stock options at $135.42 per share into common stock and sold 9,500 common shares on August 20, 2026 at weighted average prices around $518–$525. These transactions were executed under a pre-arranged Rule 10b5-1 trading plan adopted on November 7, 2025. Following the option exercise, the trust holds 94,410 stock options from this grant, while Rothblatt also reports 40,513 common shares held directly and 166 shares held indirectly by spouse, with additional indirect holdings in family trusts.

Positive

  • None.

Negative

  • None.
Insider ROTHBLATT MARTINE A
Role Chairperson & CEO
Sold 9,500 shs ($4.95M)
Approx. gross sale proceeds $4.95M
Approx. exercise cost $1.29M
Approx. pre-tax spread $3.66M
Type Security Shares Price Value
Exercise Stock Option F1, F14 9,500 $0.00 $0.00
Exercise Common Stock F1, F2 9,500 $135.42 $1.29M
Sale Common Stock F1, F3, F2 976 $518.4483 $506K
Sale Common Stock F1, F4, F2 1,504 $519.5107 $781K
Sale Common Stock F1, F5, F2 2,357 $520.4551 $1.23M
Sale Common Stock F1, F6, F2 2,470 $521.3939 $1.29M
Sale Common Stock F1, F7, F2 960 $522.3715 $501K
Sale Common Stock F1, F8, F2 800 $523.2582 $419K
Sale Common Stock F1, F9, F2 240 $525.0963 $126K
Sale Common Stock F1, F10, F2 193 $526.9699 $102K
holding Common Stock -- -- --
holding Common Stock -- -- --
holding Common Stock F11 -- -- --
holding Common Stock F12 -- -- --
holding Common Stock F13 -- -- --
Holdings After Transaction: Stock Option — 94,410 shares (Indirect, by Trust); Common Stock — 628,049 shares (Indirect, by Trust); Common Stock — 40,513 shares (Direct); Common Stock — 166 shares (Indirect, by Spouse)
Footnotes (14)
  1. F1. 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 15, 2027; or (b) December 31, 2026.
  2. F10. This transaction was executed in multiple trades at prices ranging from $526.80 to $527.21. 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. F11. 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.
  4. F12. 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.
  5. F13. 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.
  6. F14. Stock options held in a family trust as to which the Reporting Person shares investment power and the Reporting Person and immediate family members are beneficiaries.
  7. F2. 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.
  8. F3. This transaction was executed in multiple trades at prices ranging from $517.88 to $518.85. 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. F4. This transaction was executed in multiple trades at prices ranging from $518.92 to $519.845. 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. F5. This transaction was executed in multiple trades at prices ranging from $519.95 to $520.94. 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. F6. This transaction was executed in multiple trades at prices ranging from $520.96 to $521.95. 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. F7. This transaction was executed in multiple trades at prices ranging from $521.96 to $522.95. 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.
  13. F8. This transaction was executed in multiple trades at prices ranging from $522.96 to $523.68. 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.
  14. F9. This transaction was executed in multiple trades at prices ranging from $524.47 to $525.435. 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.
Options exercised 9,500 stock options Exercised into common stock on August 20, 2026
Option exercise price $135.42 per share Exercise price for 9,500 stock options
Shares sold 9,500 common shares Sold in multiple trades on August 20, 2026
Sample sale price $520.4551 per share Weighted average price for a 2,357-share sale tranche
Options remaining from grant 94,410 stock options Held by a family trust after the reported option exercise
Direct common shares 40,513 shares Direct UTHR holdings reported by Martine A. Rothblatt
Spouse-held shares 166 shares Indirect holdings reported as held by spouse
10b5-1 plan option scope 1,734,410 stock options Maximum options to be exercised under the trading plan
Rule 10b5-1 trading plan regulatory
"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.
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's spouse is sole trustee"
investment power financial
"shares investment power and the Reporting Person and/or immediate family members are beneficiaries"
stock options financial
"Stock options held in a family trust as to which the Reporting Person shares investment power"
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.

FAQ

What insider transactions did UTHR’s CEO Martine Rothblatt report on August 20, 2026?

Martine A. Rothblatt, via a family trust, exercised 9,500 stock options at $135.42 per share and sold 9,500 common shares in multiple trades at weighted average prices generally around $518–$525 per share on August 20, 2026.

Were the August 20, 2026 UTHR insider trades made under a Rule 10b5-1 plan?

Yes. The filing states the option exercise and related share sales were made pursuant to a pre-arranged Rule 10b5-1 trading plan adopted by Martine A. Rothblatt on November 7, 2025, which will continue until certain option exercises are completed or December 31, 2026.

How many United Therapeutics (UTHR) options remain after the reported exercise?

After exercising 9,500 options, a family trust associated with Martine A. Rothblatt holds 94,410 stock options from this option grant, according to the filing. The options carry an exercise price of $135.42 and have an expiration date of March 15, 2027.

What UTHR shareholdings does Martine Rothblatt report after these transactions?

Martine A. Rothblatt reports 40,513 common shares held directly and 166 common shares held indirectly by spouse, along with additional indirect holdings in family trusts where she or family members are beneficiaries or share investment power.

What was the exercise price of the UTHR stock options exercised on August 20, 2026?

The stock options exercised on August 20, 2026 had an exercise price of $135.42 per share. Exercising 9,500 of these options resulted in an equivalent number of UTHR common shares held by a family trust before subsequent sales reported the same day.

What is the scope and duration of the 10b5-1 plan mentioned for UTHR’s CEO?

The Rule 10b5-1 plan adopted on November 7, 2025 covers the potential exercise of up to 1,734,410 stock options, all expiring on March 15, 2027, and will continue until the earlier of those options being exercised or December 31, 2026.

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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)
08/20/2026
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 Stock08/20/2026M(1)9,500A$135.42333,943IBy Trust(2)
Common Stock08/20/2026S(1)976D$518.4483(3)332,967Iby Trust(2)
Common Stock08/20/2026S(1)1,504D$519.5107(4)331,463Iby Trust(2)
Common Stock08/20/2026S(1)2,357D$520.4551(5)329,106Iby Trust(2)
Common Stock08/20/2026S(1)2,470D$521.3939(6)326,636Iby Trust(2)
Common Stock08/20/2026S(1)960D$522.3715(7)325,676Iby Trust(2)
Common Stock08/20/2026S(1)800D$523.2582(8)324,876Iby Trust(2)
Common Stock08/20/2026S(1)240D$525.0963(9)324,636Iby Trust(2)
Common Stock08/20/2026S(1)193D$526.9699(10)324,443Iby Trust(2)
Common Stock40,513D
Common Stock166Iby Spouse
Common Stock249,108Iby Trust(11)
Common Stock45,596Iby Trust(12)
Common Stock8,902Iby Trust(13)
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$135.4208/20/2026M(1)9,50003/15/202303/15/2027Common Stock9,500$0.0094,410Iby Trust(14)
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 15, 2027; or (b) December 31, 2026.
2. 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.
3. This transaction was executed in multiple trades at prices ranging from $517.88 to $518.85. 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 $518.92 to $519.845. 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 $519.95 to $520.94. 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 $520.96 to $521.95. 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 $521.96 to $522.95. 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 $522.96 to $523.68. 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 $524.47 to $525.435. 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 $526.80 to $527.21. 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. 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.
12. 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.
13. 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.
14. Stock options held in a family trust as to which the Reporting Person shares investment power and the Reporting Person and immediate family members are beneficiaries.
Remarks:
/s/ John S. Hess, Jr. under Power of Attorney08/21/2026
** 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)