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United Therapeutics (NASDAQ: UTHR) CEO sells 9,500 shares under 10b5-1 plan

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

Rhea-AI Filing Summary

UNITED THERAPEUTICS Corp Chairperson & CEO Martine Rothblatt reported an exercise of stock options and related share sales. She exercised stock options for 9,500 shares of common stock at a conversion price of $146.03 per share and sold 9,500 shares in multiple open-market transactions at weighted average prices in the mid-$570 range, all under a pre-arranged Rule 10b5-1 trading plan adopted on November 7, 2025. Following these transactions, she holds 50,013 shares of common stock directly and continues to hold significant indirect positions through family trusts and her spouse, including 324,443 and 258,117 shares in two family trusts. The Rule 10b5-1 plan remains in place until the earlier of the exercise of 1,734,410 stock options expiring on March 17, 2027 or December 31, 2026.

Positive

  • None.

Negative

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Insider ROTHBLATT MARTINE A
Role Chairperson & CEO
Sold 9,500 shs ($5.44M)
Type Security Shares Price Value
Exercise Stock Option 9,500 $0.00 --
Exercise Common Stock 9,500 $146.03 $1.39M
Sale Common Stock 245 $569.6178 $140K
Sale Common Stock 1,055 $570.7632 $602K
Sale Common Stock 2,921 $571.5897 $1.67M
Sale Common Stock 3,688 $572.5981 $2.11M
Sale Common Stock 567 $573.3801 $325K
Sale Common Stock 521 $574.7102 $299K
Sale Common Stock 143 $575.2626 $82K
Sale Common Stock 360 $576.3322 $207K
holding Common Stock -- -- --
holding Common Stock -- -- --
holding Common Stock -- -- --
holding Common Stock -- -- --
holding Common Stock -- -- --
Holdings After Transaction: Stock Option — 129,288 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. 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 $569.11 to $570.07. 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 $570.11 to $571.10. 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 $571.11 to $572.08. 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 $572.11 to $573.10. 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 $573.11 to $574.04. 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 $574.16 to $575.15. 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 $575.20 to $575.43. 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 $576.26 to $576.91. 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 shares Stock option exercise into common stock on April 23, 2026
Exercise price $146.03/share Conversion or exercise price for 9,500 stock options
Shares sold 9,500 shares Open-market sales of common stock on April 23, 2026
Sale price range $569.11–$576.91 Price ranges for multiple trades; weighted averages reported per block
Direct common shares after 50,013 shares Direct UNITED THERAPEUTICS common stock holdings following transactions
Remaining options 129,288 options Stock options held directly after 9,500-share exercise
Largest trust holding 324,443 shares Indirect common stock held through a family trust
10b5-1 plan capacity 1,734,410 options Maximum stock options to be exercised under disclosed plan
Rule 10b5-1 trading plan financial
"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
"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"
open-market sale financial
"transaction_action": "open-market sale""
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)
04/23/2026
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 Stock04/23/2026M(1)9,500A$146.0350,013D
Common Stock04/23/2026S(1)245D$569.6178(2)49,768D
Common Stock04/23/2026S(1)1,055D$570.7632(3)48,713D
Common Stock04/23/2026S(1)2,921D$571.5897(4)45,792D
Common Stock04/23/2026S(1)3,688D$572.5981(5)42,104D
Common Stock04/23/2026S(1)567D$573.3801(6)41,537D
Common Stock04/23/2026S(1)521D$574.7102(7)41,016D
Common Stock04/23/2026S(1)143D$575.2626(8)40,873D
Common Stock04/23/2026S(1)360D$576.3322(9)40,513D
Common Stock166Iby Spouse
Common Stock324,443Iby Trust(10)
Common Stock258,117Iby Trust(11)
Common Stock45,596Iby Trust(12)
Common Stock10,962Iby 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$146.0304/23/2026M(1)9,50003/15/202003/15/2027Common Stock9,500$0.00129,288D
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 $569.11 to $570.07. 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 $570.11 to $571.10. 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 $571.11 to $572.08. 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 $572.11 to $573.10. 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 $573.11 to $574.04. 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 $574.16 to $575.15. 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 $575.20 to $575.43. 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.
9. This transaction was executed in multiple trades at prices ranging from $576.26 to $576.91. 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. 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.
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.
Remarks:
/s/ John S. Hess, Jr. under Power of Attorney04/24/2026
** 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 did UNITED THERAPEUTICS (UTHR) CEO Martine Rothblatt report in this Form 4?

She reported exercising stock options for 9,500 UNITED THERAPEUTICS shares at $146.03 and selling 9,500 shares in multiple open-market trades under a pre-arranged Rule 10b5-1 trading plan, updating her direct and indirect ownership positions.

How many UNITED THERAPEUTICS (UTHR) shares did the CEO sell and at what prices?

She sold 9,500 UNITED THERAPEUTICS common shares in several open-market transactions on April 23, 2026 at weighted average prices generally around $570 per share, with specific trade ranges disclosed between $569.11 and $576.91 in the footnotes.

What stock options did the UNITED THERAPEUTICS (UTHR) CEO exercise in this filing?

She exercised stock options covering 9,500 UNITED THERAPEUTICS common shares at a conversion or exercise price of $146.03 per share. After this exercise, 129,288 stock options remain reported as held directly, according to the derivative transaction table in the filing.

How many UNITED THERAPEUTICS (UTHR) shares does the CEO hold after these transactions?

Following the reported trades, she directly holds 50,013 UNITED THERAPEUTICS common shares. She also has substantial indirect holdings through family trusts and her spouse, including 324,443 shares and 258,117 shares in two separate trusts noted in the ownership entries.

Was the UNITED THERAPEUTICS (UTHR) CEO’s sale part of a Rule 10b5-1 trading plan?

Yes. The filing states the option exercise and resulting share sales were executed under a pre-arranged Rule 10b5-1 trading plan adopted on November 7, 2025, which continues until certain option exercises are completed or until December 31, 2026, whichever occurs first.

What does the Rule 10b5-1 plan disclosed for UNITED THERAPEUTICS (UTHR) involve?

The plan allows pre-scheduled transactions involving up to 1,734,410 stock options, all expiring March 17, 2027. It will remain in effect until those options are exercised or until December 31, 2026, providing a structured framework for ongoing option exercises and related share sales.