United Therapeutics (UTHR) CEO trades shares under Rule 10b5-1 plan in Dec 2025

Rhea-AI Filing Summary

United Therapeutics Corporation’s chairperson and CEO reported option exercises and related share sales in December 2025. On 12/11/2025 and 12/12/2025, the reporting person exercised stock options for 4,000 shares of common stock on each day at an exercise price of $120.26 per share and sold the same number of shares in the market.

The reported sales were executed at weighted average prices of $483.1213, $484.3036, $485.14, $489.9533 and $490.9772, pursuant to a pre-arranged Rule 10b5-1 trading plan entered into on May 2, 2025. Following these transactions, the reporting person holds 130 shares directly, 166 shares indirectly through a spouse, and additional indirect interests through several family trusts, including positions of 324,518, 258,117, 45,596 and 10,962 shares.

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).

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 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)
12/11/2025

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	12/11/2025		M(1)		4,000	A	$120.26	4,130	D
Common Stock	12/11/2025		S(1)		1,500	D	$483.1213(2)	2,630	D
Common Stock	12/11/2025		S(1)		1,976	D	$484.3036(3)	654	D
Common Stock	12/11/2025		S(1)		524	D	$485.14	130	D
Common Stock	12/12/2025		M(1)		4,000	A	$120.26	4,130	D
Common Stock	12/12/2025		S(1)		1,100	D	$489.9533(4)	3,030	D
Common Stock	12/12/2025		S(1)		2,900	D	$490.9772(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								10,962	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	12/11/2025		M(1)			4,000	03/15/2020	03/15/2026	Common Stock	4,000	$0.00	22,000	D
Stock Option	$120.26	12/12/2025		M(1)			4,000	03/15/2020	03/15/2026	Common Stock	4,000	$0.00	18,000	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 $482.98 to $483.41. 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 $484.00 to $484.50. 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.

4. This transaction was executed in multiple trades at prices ranging from $489.49 to $490.34. 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.

5. This transaction was executed in multiple trades at prices ranging from $490.885 to $491.08. 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.

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	12/12/2025
	** 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 insider transactions did United Therapeutics (UTHR) report for its CEO in December 2025?

The chairperson and CEO exercised stock options for 4,000 shares of United Therapeutics common stock on 12/11/2025 and another 4,000 shares on 12/12/2025 at an exercise price of $120.26 per share, and sold the same number of shares in market transactions on each date.

Were the UTHR CEO’s stock sales made under a Rule 10b5-1 trading plan?

Yes. The filing states that the option exercises and related share sales were carried out under a pre-arranged Rule 10b5-1 trading plan that the reporting person entered into on May 2, 2025.

What prices were received for the United Therapeutics shares sold in these transactions?

The sales were executed at weighted average prices of approximately $483.1213, $484.3036, $485.14, $489.9533 and $490.9772 per share, with each figure reflecting the weighted average of multiple trades within the stated price ranges.

How many United Therapeutics shares does the CEO own after these transactions?

After the reported transactions, the CEO holds 130 shares of United Therapeutics common stock directly and 166 shares indirectly through a spouse. Additional indirect holdings are reported in family trusts with positions of 324,518, 258,117, 45,596 and 10,962 shares.

What are the key terms of the CEO’s 10b5-1 trading plan for UTHR stock options?

The plan covers a tranche of 294,000 stock options expiring on March 15, 2026 and will continue until the earlier of the tranche’s exhaustion or December 31, 2025, according to the disclosure.

What type of derivative securities were involved in the United Therapeutics CEO’s transactions?

The transactions involved stock options to acquire United Therapeutics common stock at an exercise price of $120.26 per share. After the reported exercises, the CEO beneficially owned 22,000 options before and 18,000 options after the second exercise noted in the table.

How are the CEO’s family trust holdings in United Therapeutics structured?

The filing explains that multiple family trusts hold United Therapeutics shares, including trusts where the reporting person and immediate family are beneficiaries, and trusts where the spouse is trustee or co-trustee. Reported trust positions include 324,518, 258,117, 45,596 and 10,962 shares.