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UTHR insider exercises 8,000 options; sells 8,000 shares at $423–$437

Filing Impact
(High)
Filing Sentiment
(Negative)
Form Type
4

Rhea-AI Filing Summary

United Therapeutics (UTHR) reporting person Martine A. Rothblatt executed option exercises and share sales under a pre-arranged 10b5-1 trading plan entered May 2, 2025. On 10/01/2025 and 10/02/2025 she exercised a total of 8,000 stock options at an exercise price of $120.26, resulting in acquisition of 8,000 common shares. Concurrently, the filing discloses sales of a total of 8,000 common shares executed in multiple trades with weighted-average sale prices reported between $423.305 and $437.70. The 10b5-1 plan will continue until the earlier of exhaustion of a tranche of 294,000 options expiring 03/15/2026 or 12/31/2025. The report also discloses significant indirect holdings via spouse and family trusts, including trusts holding 324,518, 258,117, 45,596, and 15,962 shares.

Positive

  • Use of a pre-arranged 10b5-1 plan provides documented trading authorization and timing (entered 05/02/2025)
  • Option exercises totaling 8,000 shares at a known $120.26 exercise price increased reported beneficial ownership in a transparent manner
  • Filing discloses clear termination conditions for the plan: exhaustion of a 294,000 tranche or 12/31/2025

Negative

  • Reporting person sold 8,000 shares in market transactions at weighted-average prices between approximately $423 and $437, representing net disposition activity
  • Significant concentration of indirect holdings via family trusts (e.g., 324,518 and 258,117 shares) could affect governance dynamics

Insights

Insider exercised 8,000 options and sold 8,000 shares under a 10b5-1 plan.

The filing shows synchronized option exercise and stock sales on 10/01/2025 and 10/02/2025, executed pursuant to a pre-arranged 10b5-1 plan. The exercises were at an exercise price of $120.26, and sales occurred at weighted-average prices ranging from roughly $423 to $437.

This pattern is consistent with plan-driven liquidity events rather than ad-hoc trading; the filing explicitly states the plan's termination triggers (exhaustion of a 294,000 tranche or 12/31/2025), which are monitorable milestones.

Report discloses material indirect holdings and planned option tranche expiry.

The report lists substantial indirect holdings in family trusts totaling over 643,000 shares across named trusts and additional holdings by spouse, indicating concentrated family ownership influence. The filing also documents that a tranche of 294,000 options expires on 03/15/2026, an explicit timeline for potential further option exercises or plan 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
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)
10/01/2025
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 10/01/2025 M(1) 4,000 A $120.26 4,130 D
Common Stock 10/01/2025 S(1) 1,080 D $423.3225(2) 3,050 D
Common Stock 10/01/2025 S(1) 2,076 D $426.0155(3) 974 D
Common Stock 10/01/2025 S(1) 844 D $426.7773(4) 130 D
Common Stock 10/02/2025 M(1) 4,000 A $120.26 4,130 D
Common Stock 10/02/2025 S(1) 2,000 D $433.0625(5) 2,130 D
Common Stock 10/02/2025 S(1) 2,000 D $436.7(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 10/01/2025 M(1) 4,000 03/15/2016 03/15/2026 Common Stock 4,000 $0.00 222,000 D
Stock Option $120.26 10/02/2025 M(1) 4,000 03/15/2016 03/15/2026 Common Stock 4,000 $0.00 218,000 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 $423.305 to $423.34. 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 $425.55 to $426.30. 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 $426.70 to $426.94. 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 $432.885 to $433.24. 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 $436.70 to $437.70. 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 10/02/2025
** 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 A. Rothblatt report on Form 4 for UTHR?

The Form 4 reports exercise of 8,000 stock options at $120.26 and sales of 8,000 shares executed on 10/01/2025 and 10/02/2025 under a 10b5-1 plan.

How many options and shares are involved in the reported transactions?

The filing shows exercises of 8,000 options (4,000 on each date) resulting in acquisition of 8,000 shares, and sales totaling 8,000 common shares.

What prices were involved in the sales and exercises?

Options were exercised at an exercise price of $120.26. Sales were executed in multiple trades with weighted-average prices reported between approximately $423.305 and $437.70.

Is the trading plan ongoing and are there end conditions?

Yes. The 10b5-1 plan entered on 05/02/2025 continues until the earlier of exhaustion of a tranche of 294,000 options expiring 03/15/2026 or 12/31/2025.

Does the Form 4 disclose indirect holdings?

Yes. The filing lists indirect holdings via family trusts, including trusts holding 324,518, 258,117, 45,596, and 15,962 shares, and holdings by spouse.
United Therapeutics Corp.

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21.03B
42.14M
1.77%
99.51%
5.97%
Drug Manufacturers - Specialty & Generic
Pharmaceutical Preparations
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United States
SILVER SPRING