United Therapeutics CEO executes option exercises and sales under 10b5-1 plan

Rhea-AI Filing Summary

United Therapeutics insider transactions: Martine A. Rothblatt, Chairperson & CEO of UNITED THERAPEUTICS (UTHR), exercised stock options and sold common stock on 09/17/2025 and 09/18/2025 under a pre-arranged 10b5-1 plan entered May 2, 2025. On each date she exercised 4,000 options at a $120.26 exercise price, receiving 4,000 shares per exercise. Those exercises were followed by sales of the resulting shares in multiple trades at weighted-average prices around $399.97, $400.90, $403.27, $405.20 and $406.04 as reported. The filing discloses substantial indirect ownership through spouse and family trusts and notes the 10b5-1 plan will continue until exhaustion of a tranche of 294,000 options expiring March 15, 2026, or December 31, 2025, whichever is earlier.

Positive

• Transactions were executed under a documented 10b5-1 plan, providing pre-arranged timing and transparency
• Detailed price ranges and weighted-average prices were disclosed with an undertaking to provide trade-level information on request
• Filing discloses direct and indirect ownership, including spouse and family trust holdings, improving clarity on insider ownership

Negative

• Substantial sales of shares following option exercises (total 8,000 options exercised and the resulting shares sold over two days) which represent insider liquidity
• Large tranche (294,000) of options remains eligible under the plan, implying potential further insider sales before tranche exhaustion or expiration

Insights

Securities Analyst

TL;DR: Routine option exercises followed by market sales under a 10b5-1 plan; shows liquidity actions, not an operational disclosure.

The transactions reflect option exercises (4,000 options on 09/17/2025 and 4,000 options on 09/18/2025) and subsequent sales executed in multiple trades at weighted-average sale prices reported between approximately $399.54 and $406.27. The reporting person used a pre-established 10b5-1 plan dated May 2, 2025, covering a tranche of 294,000 options expiring March 15, 2026. From a market-impact perspective, these filings are transparent and consistent with planned insider liquidity rather than ad hoc sales; they provide detailed price ranges and undertake to supply trade-level details on request.

Corporate Governance Expert

TL;DR: Usage of a documented 10b5-1 plan and disclosure of trust holdings improves governance transparency.

The filing clearly identifies the reporting persons roles (Chairperson & CEO and Director) and discloses both direct and indirect beneficial ownership, including holdings via spouse and family trusts. The explicit statement that transactions were pursuant to a 10b5-1 plan and the commitment to provide execution details on request align with good governance practices for insider transactions. The plan's stated termination conditions are also disclosed, aiding investor understanding of future potential insider sales under the plan.

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).

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)
09/17/2025

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	09/17/2025		M(1)		4,000	A	$120.26	4,130	D
Common Stock	09/17/2025		S(1)		3,135	D	$399.9702(2)	995	D
Common Stock	09/17/2025		S(1)		865	D	$400.9021(3)	130	D
Common Stock	09/18/2025		M(1)		4,000	A	$120.26	4,130	D
Common Stock	09/18/2025		S(1)		2,000	D	$403.2675(4)	2,130	D
Common Stock	09/18/2025		S(1)		1,121	D	$405.1961(5)	1,009	D
Common Stock	09/18/2025		S(1)		879	D	$406.0356(6)	130	D
Common Stock								166	I	by Spouse
Common Stock								324,518	I	by Trust(7)
Common Stock								258,117	I	by Trust(8)
Common Stock								45,596	I	by Trust(9)
Common Stock								15,962	I	by Trust(10)

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	09/17/2025		M(1)			4,000	03/15/2016	03/15/2026	Common Stock	4,000	$0.00	262,000	D
Stock Option	$120.26	09/18/2025		M(1)			4,000	03/15/2016	03/15/2026	Common Stock	4,000	$0.00	258,000	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 $399.54 to $400.50. 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 $400.73 to $401.12. 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 $403.265 to $403.27. 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 $404.80 to $405.79. 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 $405.93 to $406.27. 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. 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. 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.

9. 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.

10. 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	09/18/2025
	** 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 (UTHR) do on 09/17/2025 and 09/18/2025?

The filing shows she exercised 4,000 stock options on each date and sold the resulting shares in multiple trades at weighted-average prices reported between about $399.54 and $406.27.

Were these trades part of a planned trading arrangement for UTHR insider?

Yes. The trades were made pursuant to a pre-arranged 10b5-1 trading plan entered on May 2, 2025.

How many options remain under the 10b5-1 tranche referenced in the filing?

The filing references a tranche of 294,000 stock options that expire on March 15, 2026, which the plan will continue to exhaust or until December 31, 2025.

What insider ownership does the filing disclose for UTHR?

It discloses direct holdings after the transactions and indirect holdings including 324,518, 258,117, 45,596, and 15,962 shares held in various family trusts, plus 166 shares held indirectly by spouse, as reported.

Will the reporting person provide trade-level execution details?

Yes. The reporting person undertakes to provide upon request to the SEC staff, the issuer, or a security holder full information regarding the number of shares and prices at which the transactions were effected.