United Therapeutics CEO 10b5-1 Sales: 8,000 Shares Sold After Option Exercise

Rhea-AI Filing Summary

Martine A. Rothblatt, Chairperson & CEO of United Therapeutics (UTHR), reported option exercises and share sales under a pre-arranged 10b5-1 plan dated May 2, 2025. On 09/25/2025 and 09/26/2025 she exercised 4,000 options each day at a $120.26 exercise price, resulting in 8,000 underlying shares acquired. Concurrently she sold multiple blocks totaling 8,000 shares across the two days at weighted-average prices in the high $420s to low $430s, with reported weighted averages of $429.0678, $430.2525 and $431.9026 for specific trades. Post-transactions she directly owns 130 shares and indirectly holds large positions through spouse and family trusts totaling several hundred thousand shares.

Positive

• Transactions executed under a pre-arranged 10b5-1 trading plan, signaling pre-planned, non-discretionary activity
• Detailed execution disclosures including weighted-average price ranges and offer to provide trade-level details on request
• Significant indirect ownership retained via spouse and multiple family trusts totaling several hundred thousand shares

Negative

• Reported sale of 8,000 shares following exercises reduces the reporting person’s direct shareholdings to 130 shares
• Large tranche of options subject to planned disposition (up to 294,000 options expiring 03/15/2026) could lead to further sales if executed

Insights

Securities Analyst

TL;DR Insider exercised 8,000 options and sold 8,000 shares under a 10b5-1 plan, reducing direct holdings while retaining substantial indirect ownership.

The filing documents routine, pre-planned option exercises and share sales by the CEO under a 10b5-1 plan established May 2, 2025. The exercises were at a $120.26 strike with no cash price for the options, producing 8,000 shares acquired and immediate sales executed at weighted-average prices in the ~$428–$432 range. The reporting person still has significant indirect ownership via spouse and multiple family trusts, indicating retained economic exposure despite the sales. For investors, these are non-discretionary, planned transactions rather than ad hoc dispositions.

Corporate Governance Expert

TL;DR Transactions follow an established 10b5-1 plan and are disclosed with supporting execution price ranges and trust ownership details.

The disclosure includes customary explanatory footnotes describing multiple-trade executions and offers to provide trade-level details on request, meeting good-practice transparency standards. The filing shows substantial indirect holdings in family trusts (over 600,000 shares combined across trusts and spouse), which mitigates concerns about loss of alignment from the reported sales. The use of a 10b5-1 plan and the specified termination triggers (exhaustion of a tranche or 12/31/2025) provide clear parameters for future activity.

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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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)
09/25/2025

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	09/25/2025		M(1)		4,000	A	$120.26	4,130	D
Common Stock	09/25/2025		S(1)		900	D	$429.0678(2)	3,230	D
Common Stock	09/25/2025		S(1)		800	D	$430.2525(3)	2,430	D
Common Stock	09/25/2025		S(1)		2,300	D	$431.9026(4)	130	D
Common Stock	09/26/2025		M(1)		4,000	A	$120.26	4,130	D
Common Stock	09/26/2025		S(1)		1,000	D	$426.86	3,130	D
Common Stock	09/26/2025		S(1)		3,000	D	$428.677(5)	130	D
Common Stock								166	I	by Spouse
Common Stock								324,518	I	by Trust(6)
Common Stock								258,117	I	by Trust(7)
Common Stock								45,596	I	by Trust(8)
Common Stock								15,962	I	by Trust(9)

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	09/25/2025		M(1)			4,000	03/15/2016	03/15/2026	Common Stock	4,000	$0.00	238,000	D
Stock Option	$120.26	09/26/2025		M(1)			4,000	03/15/2016	03/15/2026	Common Stock	4,000	$0.00	234,000	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 $428.79 to $429.415. 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 $430.16 to $430.42. 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 $431.56 to $432.14. 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 $428.17 to $429.10. 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. 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.

7. 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.

8. 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.

9. 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	09/29/2025
	** 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 Martine Rothblatt report on Form 4 for UTHR?

She reported exercising 8,000 options (4,000 on 09/25/2025 and 4,000 on 09/26/2025 at a $120.26 strike) and selling 8,000 shares across those dates.

Were the trades pre-planned or discretionary?

They were executed under a 10b5-1 trading plan entered May 2, 2025, which specifies termination upon exhaustion of a tranche or by 12/31/2025.

At what prices were the shares sold?

Sales were executed in multiple trades with reported weighted-average prices in the ranges reflected as $429.0678, $430.2525 and $431.9026 for specific transactions; execution ranges are disclosed in footnotes.

How much UTHR stock does the reporting person still control?

Direct holdings after the transactions are reported as 130 shares; indirect holdings include 166 shares by spouse and large blocks in family trusts (324,518; 258,117; 45,596; 15,962).

When do the reported options expire?

The options referenced expire on 03/15/2026 and the 10b5-1 plan covers a tranche of 294,000 options that may be exhausted prior to plan termination.