UTHR Insider Michael Benkowitz Exercises Options, Sells Shares Under 10b5-1

Q: Who holds the shares after these transactions?

The shares are reported as beneficially owned indirectly by trusts for which the reporting person is a beneficiary and is either co-trustee (shared power) or sole investment and voting power.

Filing Impact

(Very High)

Filing Sentiment

(Very Negative)

Form Type

Rhea-AI Filing Summary

United Therapeutics insider Michael Benkowitz executed option exercises and sold shares under a Rule 10b5-1 plan. On 09/02/2025 Mr. Benkowitz exercised stock options with strike prices of $135.42 and $146.03, resulting in 22,500 option-related shares reported as acquired across two option series. He then sold multiple tranches of common stock on 09/01–09/02/2025 at prices ranging from $405.54 to $419.63, with weighted-average prices reported for each tranche. The shares are held in trusts for which the reporting person has either shared or sole investment and voting power. The filing was signed under power of attorney on 09/04/2025.

Positive

Trades executed under a Rule 10b5-1 plan, indicating pre-scheduled transactions
Exercised options converted to shares, documented with strike prices and exercisable/expiration dates
Detailed weighted-average prices provided and willingness to supply full trade breakdowns on request

Negative

Multiple sales of shares occurred on 09/01–09/02/2025 at prices between $405.54 and $419.63 which reduced direct beneficial holdings held in trusts
Complex trust arrangements (shared and sole investment/voting power) may complicate clarity of ultimate control

Insights

TL;DR: Insider exercised options and sold shares under a pre-existing 10b5-1 plan; transactions are routine with no new corporate disclosures.

The Form 4 shows Michael Benkowitz exercising two option series (14,625 and 7,875 options) and the subsequent sale of resulting shares in multiple tranches at market prices between $405.54 and $419.63. Transactions were executed pursuant to a Rule 10b5-1 trading plan dated June 3, 2025, which provides an affirmative defense for scheduled trades. Shares are held in trusts where the reporting person is a beneficiary and exercises either shared or sole voting and investment power. The filing provides trade-level weighted-average prices and indicates willingness to provide full trade details on request.

TL;DR: Transactions appear compliant with 10b5-1 procedures and reflect trust-held insider dispositions rather than ad hoc sales.

The disclosure identifies a Rule 10b5-1 plan as the mechanism for the option exercises and sales, reducing concerns about timing. Beneficial ownership is indirect via trusts with differing control arrangements: one trust where the reporting person and spouse are co-trustees and another where he has sole investment and voting power. The filing is signed under power of attorney and includes standard explanatory footnotes about weighted-average pricing across multiple trades.

Insider Trade Summary

Net Seller: 22,500 shares ($9,396,837)

Net Sell 21 txns

Insider BENKOWITZ MICHAEL

Role PRESIDENT AND COO

Sold 22,500 shs ($9.40M)

Type	Security	Shares	Price	Value
Exercise	Stock Options	14,625	$0.00	--
Exercise	Stock Options	7,875	$0.00	--
Exercise	Common Stock	14,625	$135.42	$1.98M
Sale	Common Stock	11,375	$419.63	$4.77M
Sale	Common Stock	106	$405.5949	$43K
Sale	Common Stock	500	$407.3371	$204K
Sale	Common Stock	700	$408.9721	$286K
Sale	Common Stock	1,144	$409.9698	$469K
Sale	Common Stock	168	$412.6942	$69K
Sale	Common Stock	32	$413.3869	$13K
Sale	Common Stock	200	$416.3036	$83K
Sale	Common Stock	328	$418.0307	$137K
Sale	Common Stock	72	$419.3514	$30K
Sale	Common Stock	888	$407.2642	$362K
Sale	Common Stock	300	$408.2758	$122K
Sale	Common Stock	100	$410.35	$41K
Sale	Common Stock	367	$417.4501	$153K
Sale	Common Stock	95	$419.6094	$40K
Sale	Common Stock	6,125	$419.63	$2.57M
holding	Common Stock	--	--	--
Exercise	Common Stock	7,875	$146.03	$1.15M

Holdings After Transaction: Stock Options — 172,875 shares (Indirect, by Trust); Common Stock — 14,625 shares (Indirect, by Trust); Common Stock — 2,648 shares (Direct)

Footnotes (1)

This exercise of stock options and subsequent sale of shares was pursuant to a Rule 10b5-1 trading plan entered into by the reporting person on June 3, 2025. Reflects the exercise of options, and sale of the resulting shares of common stock, held in a trust beneficially owned by the Reporting Person, of which the Reporting Person is a beneficiary, and as to which the Reporting Person and his spouse are co-trustees and have shared investment and voting power. This transaction was executed in multiple trades at prices ranging from $405.54 to $406.30. 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. This transaction was executed in multiple trades at prices ranging from $407.20 to $407.89. 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 $408.39 to $409.37. 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 $409.48 to $410.35. 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 $412.34 to $413.31. 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 $413.35 to $413.40. 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 $416.24 to $416.86. 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 $417.74 to $418.61. 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 $418.77 to $419.63. 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. Reflects the exercise of options, and sale of the resulting shares of common stock, held in a trust beneficially owned by the Reporting Person, of which the Reporting Person's family members are beneficiaries, and as to which the Reporting Person has sole investment and voting power. This transaction was executed in multiple trades at prices ranging from $407.20 to $407.77. 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 $408.22 to $408.35. 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 $417.20 to $417.94. 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. This transaction was executed in multiple trades at prices ranging from $418.65 to $419.63. 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.

Form 4 Insider Transactions: What Each Field Means →

09/04/2025 - 07:53 AM

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).

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^*

BENKOWITZ MICHAEL

(Last)

(First)

(Middle)

C/O UNITED THERAPEUTICS CORPORATION

1000 SPRING STREET

(Street)

SILVER SPRING

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)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	PRESIDENT AND COO

3. Date of Earliest Transaction (Month/Day/Year)
09/02/2025

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	09/02/2025		M⁽¹⁾		14,625	A	$135.42	14,625	I	by Trust⁽²⁾
Common Stock	09/02/2025		S⁽¹⁾		11,375	D	$419.63	3,250	I	by Trust⁽²⁾
Common Stock	09/02/2025		S⁽¹⁾		106	D	$405.5949⁽³⁾	3,144	I	by Trust⁽²⁾
Common Stock	09/02/2025		S⁽¹⁾		500	D	$407.3371⁽⁴⁾	2,644	I	by Trust⁽²⁾
Common Stock	09/02/2025		S⁽¹⁾		700	D	$408.9721⁽⁵⁾	1,944	I	by Trust⁽²⁾
Common Stock	09/02/2025		S⁽¹⁾		1,144	D	$409.9698⁽⁶⁾	800	I	by Trust⁽²⁾
Common Stock	09/02/2025		S⁽¹⁾		168	D	$412.6942⁽⁷⁾	632	I	by Trust⁽²⁾
Common Stock	09/02/2025		S⁽¹⁾		32	D	$413.3869⁽⁸⁾	600	I	by Trust⁽²⁾
Common Stock	09/02/2025		S⁽¹⁾		200	D	$416.3036⁽⁹⁾	400	I	by Trust⁽²⁾
Common Stock	09/02/2025		S⁽¹⁾		328	D	$418.0307⁽¹⁰⁾	72	I	by Trust⁽²⁾
Common Stock	09/02/2025		S⁽¹⁾		72	D	$419.3514⁽¹¹⁾	0.00	I	by Trust⁽²⁾
Common Stock	09/01/2025		M⁽¹⁾		7,875	A	$146.03	7,875	I	by Trust⁽¹²⁾
Common Stock	09/02/2025		S⁽¹⁾		888	D	$407.2642⁽¹³⁾	6,987	I	by Trust⁽¹²⁾
Common Stock	09/02/2025		S⁽¹⁾		300	D	$408.2758⁽¹⁴⁾	6,687	I	by Trust⁽¹²⁾
Common Stock	09/02/2025		S⁽¹⁾		100	D	$410.35	6,587	I	by Trust⁽¹²⁾
Common Stock	09/02/2025		S⁽¹⁾		367	D	$417.4501⁽¹⁵⁾	6,220	I	by Trust⁽¹²⁾
Common Stock	09/02/2025		S⁽¹⁾		95	D	$419.6094⁽¹⁶⁾	6,125	I	by Trust⁽¹²⁾
Common Stock	09/02/2025		S⁽¹⁾		6,125	D	$419.63	0.00	I	by Trust⁽¹²⁾
Common Stock								2,648	D

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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Stock Options	$135.42	09/02/2025		M⁽¹⁾			14,625	03/15/2023	03/15/2027	Common Stock	14,625	$0.00	172,875	I	by Trust⁽²⁾
Stock Options	$146.03	09/02/2025		M⁽¹⁾			7,875	03/15/2018	03/15/2027	Common Stock	7,875	$0.00	55,125	I	by Trust⁽¹²⁾

Explanation of Responses:

1. This exercise of stock options and subsequent sale of shares was pursuant to a Rule 10b5-1 trading plan entered into by the reporting person on June 3, 2025.

2. Reflects the exercise of options, and sale of the resulting shares of common stock, held in a trust beneficially owned by the Reporting Person, of which the Reporting Person is a beneficiary, and as to which the Reporting Person and his spouse are co-trustees and have shared investment and voting power.

3. This transaction was executed in multiple trades at prices ranging from $405.54 to $406.30. 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 $407.20 to $407.89. 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 $408.39 to $409.37. 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 $409.48 to $410.35. 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 $412.34 to $413.31. 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 $413.35 to $413.40. 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 $416.24 to $416.86. 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. This transaction was executed in multiple trades at prices ranging from $417.74 to $418.61. 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.

11. This transaction was executed in multiple trades at prices ranging from $418.77 to $419.63. 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.

12. Reflects the exercise of options, and sale of the resulting shares of common stock, held in a trust beneficially owned by the Reporting Person, of which the Reporting Person's family members are beneficiaries, and as to which the Reporting Person has sole investment and voting power.

13. This transaction was executed in multiple trades at prices ranging from $407.20 to $407.77. 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.

14. This transaction was executed in multiple trades at prices ranging from $408.22 to $408.35. 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.

15. This transaction was executed in multiple trades at prices ranging from $417.20 to $417.94. 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.

16. This transaction was executed in multiple trades at prices ranging from $418.65 to $419.63. 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.

Remarks:

	/s/ John S. Hess, Jr. under Power of Attorney	09/04/2025
	** 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.

Source: View Original Filing on SEC EDGAR

FAQ

What did Michael Benkowitz report on the UTHR Form 4?

The Form 4 reports exercise of stock options and multiple sales of resulting UTHR shares on 09/01–09/02/2025 executed under a Rule 10b5-1 trading plan.

How many option shares were exercised by the reporting person?

The filing shows exercises of options converting to 14,625 and 7,875 shares for the two option series, respectively.

At what prices were the UTHR shares sold?

Sales were executed in multiple tranches with weighted-average prices reported per tranche, with prices ranging from $405.54 to $419.63.

Were these trades part of a Rule 10b5-1 plan?

Yes. The reporting person states the exercise and subsequent sales were pursuant to a Rule 10b5-1 trading plan entered into on June 3, 2025.

Who holds the shares after these transactions?

The shares are reported as beneficially owned indirectly by trusts for which the reporting person is a beneficiary and is either co-trustee (shared power) or sole investment and voting power.