United Therapeutics CEO Executes 10b5-1 Plan, Sells Shares at ~$400

Rhea-AI Filing Summary

Martine A. Rothblatt, Chairperson & CEO of United Therapeutics (UTHR), reported option exercises and sales under a pre-arranged 10b5-1 plan. On 09/16/2025 she exercised 4,000 stock options with a $120.26 exercise price and acquired 4,000 shares. Concurrently she sold 1,000 shares at a weighted average price of $399.281 and 3,000 shares at a weighted average price of $400.5937, reducing her direct holdings to 130 shares while retaining substantial indirect holdings through trusts and spouse (total indirect holdings listed: 324,518; 258,117; 45,596; 15,962). The 10b5-1 plan was established May 2, 2025 and covers a tranche of 294,000 options expiring March 15, 2026 or until December 31, 2025.

Positive

• Transparent disclosure of option exercises and sales with weighted average prices and 10b5-1 plan details
• Use of a 10b5-1 trading plan reduces ambiguity about the timing and intent of the trades

Negative

• Insider sold 4,000 shares (1,000 at ~$399.28 and 3,000 at ~$400.59), which may be viewed negatively by some investors

Insights

Corporate Governance Expert

TL;DR: Routine, pre-arranged insider option exercise and sales under a 10b5-1 plan; disclosure is timely and detailed.

The filing documents an exercise of 4,000 options at $120.26 and immediate open-market sales of 4,000 shares in multiple trades at weighted average prices near $399–$401. The seller used a 10b5-1 plan established May 2, 2025, limiting interpretive risk about opportunistic trading. Material indirect holdings through multiple family trusts remain significant, indicating sustained alignment with shareholder value despite the sales. This is a standard Section 16 disclosure with no new governance concerns disclosed.

Securities Analyst

TL;DR: Insider monetized a small portion of option tranche; transactions appear mechanical under plan rather than ad hoc.

The exercise and subsequent disposition of 4,000 shares under a 10b5-1 plan suggests scheduled monetization of vested options. Reported weighted average sale prices were $399.281 and $400.5937 across multiple trades. Post-transaction direct beneficial ownership is 130 shares and derivative holdings include 266,000 options outstanding. From an investor-impact perspective, these actions are routine and informational rather than indicative of company fundamentals.

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
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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).

1. Name and Address of Reporting Person^*

ROTHBLATT MARTINE A

(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)

X	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	Chairperson & CEO

3. Date of Earliest Transaction (Month/Day/Year)
09/16/2025

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	09/16/2025		M(1)		4,000	A	$120.26	4,130	D
Common Stock	09/16/2025		S(1)		1,000	D	$399.281(2)	3,130	D
Common Stock	09/16/2025		S(1)		3,000	D	$400.5937(3)	130	D
Common Stock								166	I	by Spouse
Common Stock								324,518	I	by Trust(4)
Common Stock								258,117	I	by Trust(5)
Common Stock								45,596	I	by Trust(6)
Common Stock								15,962	I	by Trust(7)

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	$120.26	09/16/2025		M(1)			4,000	03/15/2016	03/15/2026	Common Stock	4,000	$0.00	266,000	D

Explanation of Responses:

1. This exercise and sale of stock options was pursuant to a pre-arranged 10b5-1 trading plan entered into by the reporting person on May 2, 2025. This plan will continue until the earlier of: (a) exhaustion of a tranche of 294,000 stock options that expire March 15, 2026; or (b) December 31, 2025.

2. This transaction was executed in multiple trades at prices ranging from $399.25 to $399.51. 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 $400.27 to $401.20. 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.

4. 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.

5. 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.

6. 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.

7. 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 Attorney	09/17/2025
	** 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 transactions did Martine A. Rothblatt report on Form 4 for UTHR?

The report shows exercise of 4,000 options at $120.26 on 09/16/2025, acquisition of 4,000 shares, and sales of 1,000 shares at a weighted $399.281 and 3,000 shares at a weighted $400.5937.

Was the trading part of a 10b5-1 plan for UTHR insider transactions?

Yes. The transactions were executed pursuant to a 10b5-1 plan entered May 2, 2025, covering a tranche of 294,000 options expiring March 15, 2026 or until December 31, 2025.

How much direct and indirect UTHR stock does the reporting person hold after the transactions?

After the reported transactions the reporting person held 130 shares directly and significant indirect holdings via trusts and spouse totaling the listed amounts (e.g., 324,518, 258,117, 45,596, 15,962 shares).

Are the sale prices reported exact?

The sale prices were executed in multiple trades; the form reports weighted average prices of $399.281 and $400.5937 and offers to provide full trade-by-trade details upon request.