United Therapeutics COO executes 10b5-1 plan, sells stock from trusts

Rhea-AI Filing Summary

United Therapeutics insider activity: Michael Benkowitz, President and COO, exercised stock options and sold the resulting shares on 09/22/2025 under a Rule 10b5-1 trading plan entered into June 3, 2025. The filing shows exercise of 14,625 options at $135.42 and sale of the resulting 14,625 shares at $416.3535, and exercise of 7,875 options at $146.03 with sale of those 7,875 shares at $416.3535. Following the sales, the reported beneficial ownership from the two trusts tied to the reporting person shows 0 shares for the sold lots. The transactions were executed through trusts of which the reporting person is a beneficiary or trustee, and were signed under power of attorney on 09/23/2025.

Positive

• Transactions executed under a Rule 10b5-1 plan dated June 3, 2025, indicating pre-established trading instructions.
• Full disclosure of option exercises, sale prices, and trust relationships, supporting regulatory transparency.

Negative

• Sales reduced reported beneficial ownership to 0 shares for the sold lots held in the two trusts, indicating significant disposition of those trust-held shares.

Insights

Securities Analyst

TL;DR: Insider exercised options and sold shares under a pre-established 10b5-1 plan, generating proceeds while following a documented trading plan.

The transactions indicate planned option exercises and sales executed on 09/22/2025 under a Rule 10b5-1 plan dated June 3, 2025. The exercises converted options priced at $135.42 and $146.03 into common shares that were then sold at $416.3535 per share. The filing discloses that the shares sold were held in trusts where the reporting person holds beneficiary or trustee roles, and the post-transaction beneficial ownership for those specific lots is reported as zero. For investors and compliance observers, this is a routine, structured liquidity event rather than an ad hoc sale.

Corporate Governance Expert

TL;DR: Transaction follows a documented trading plan and includes clear disclosures about trust ownership and power of attorney signature.

The Form 4 provides required detail: option exercise dates, exercise prices, number of options exercised, sale prices, and the nature of indirect ownership via trusts. It specifically notes shared or sole investment and voting power in the trusts and that the trades were pursuant to a 10b5-1 plan. The filing is procedurally compliant and transparent about the reporting person’s relationship to the trusts and the use of a power of attorney to file the form.

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)
09/22/2025

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	09/22/2025		M(1)		14,625	A	$135.42	14,625	I	by Trust(2)
Common Stock	09/22/2025		S(1)		14,625	D	$416.3535	0.00	I	by Trust(2)
Common Stock	09/22/2025		M(1)		7,875	A	$146.03	7,875	I	by Trust(3)
Common Stock	09/22/2025		S(1)		7,875	D	$416.3535	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	09/22/2025		M(1)			14,625	03/15/2023	03/15/2027	Common Stock	14,625	$0.00	129,000	I	by Trust(2)
Stock Options	$146.03	09/22/2025		M(1)			7,875	03/15/2018	03/15/2027	Common Stock	7,875	$0.00	33,250	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 June 3, 2025.

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	09/23/2025
	** 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 Michael Benkowitz (UTHR) do on 09/22/2025?

He exercised 14,625 options at $135.42 and 7,875 options at $146.03, then sold the resulting shares at $416.3535 per share under a Rule 10b5-1 plan.

Were these trades part of a pre-arranged plan for UTHR insider?

Yes. The filing states the exercise and sales were pursuant to a Rule 10b5-1 trading plan entered into on June 3, 2025.

How many shares were sold and what was the post-transaction ownership?

The filing shows sales of 14,625 and 7,875 shares from two trusts; the reported beneficial ownership for those sold lots is 0.00 shares following the transactions.

Through what entity were the shares held and sold?

The shares were held in trusts beneficially owned by the reporting person; one trust lists the reporting person and spouse as co-trustees and the other lists family members as beneficiaries with the reporting person holding sole investment and voting power.

Who signed the Form 4 filing?

The Form 4 was signed under power of attorney by John S. Hess, Jr. on 09/23/2025.