United Therapeutics EVP executes 10b5-1 sale of 11,000 shares

Rhea-AI Filing Summary

United Therapeutics (UTHR) Form 4: EVP & General Counsel Paul A. Mahon exercised 11,000 stock options at an exercise price of $135.42 on 07/24/2025, converting them into common shares. The same day, he disposed of the entire 11,000-share lot through three open-market sales executed under a pre-arranged Rule 10b5-1 plan at weighted-average prices of $303.31, $304.25 and $305.14, generating gross proceeds of roughly $3.3 million and a spread of about $168 per share over the strike price.

Following the transactions Mahon retains 36,781 shares of common stock held directly and continues to hold 99,000 unexercised options (same grant, expiring 03/15/2027). No other classes of securities were affected.

The filing represents routine insider activity disclosed within two business days and does not alter company guidance or fundamentals. Investors often monitor insider sales for sentiment signals; however, the use of a 10b5-1 plan and the retention of a sizable equity stake temper any negative inference.

Positive

• Retention of 36,781 shares and 99,000 options indicates the executive maintains meaningful exposure to UTHR’s equity upside.

Negative

• Sale of entire 11,000 shares immediately after exercise may be interpreted by some investors as short-term profit-taking, although mitigated by 10b5-1 plan.

Insights

Securities Analyst

TL;DR: Pre-planned option exercise & sales; neutral signal given retained stake and 10b5-1 plan.

The $3.3 m sale equates to ≈0.08 % of UTHR’s ≈13.9 m outstanding shares, thus has negligible dilution or float impact. Mahon still holds nearly 37 k shares plus 99 k options, implying continued alignment with shareholders. Because the trade was executed via an established 10b5-1 plan, it likely reflects liquidity or tax planning rather than valuation concerns. I view the event as non-impactful to earnings outlook or valuation multiples.

Corporate Governance Expert

TL;DR: Compliance appears robust; transaction consistent with best-practice disclosures.

Filing timings meet Section 16(a) requirements, and the weighted-average price disclosures satisfy SEC guidance for aggregated sales. The sizeable remaining option position suggests long-term incentive alignment. No red flags such as clustered insider selling or unexplained amendments are present. Governance impact: neutral.

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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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^*

MAHON PAUL 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)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	EVP & GENERAL COUNSEL

3. Date of Earliest Transaction (Month/Day/Year)
07/24/2025

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	07/24/2025		M(1)		11,000	A	$135.42	47,781	D
Common Stock	07/24/2025		S(1)		3,769	D	$303.3063(2)	44,012	D
Common Stock	07/24/2025		S(1)		4,977	D	$304.2532(3)	39,035	D
Common Stock	07/24/2025		S(1)		2,254	D	$305.1444(4)	36,781	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)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Stock Option	$135.42	07/24/2025		M(1)			11,000	03/15/2023	03/15/2027	Common Stock	11,000	$0.00	99,000	D

Explanation of Responses:

1. This is an exercise of stock options and sale of the resulting shares pursuant to a pre-arranged 10b5-1 plan entered into by the reporting person on December 24, 2024.

2. This transaction was executed in multiple trades at prices ranging from $302.77 to $303.73. 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 $303.78 to $304.77. 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.

4. This transaction was executed in multiple trades at prices ranging from $304.78 to $305.50. 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.

Remarks:

	/s/ John S. Hess, Jr. under Power of Attorney	07/25/2025
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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FAQ

How many United Therapeutics shares did Paul A. Mahon sell?

He sold 11,000 shares on 07/24/2025 in three tranches.

At what prices were the UTHR shares sold?

Weighted-average prices were $303.31, $304.25 and $305.14 per share.

What was the exercise price of the stock options?

The options were exercised at $135.42 per share.

Does Mahon still own UTHR equity after the sale?

Yes, he retains 36,781 common shares and 99,000 unexercised options.

Was the transaction pre-planned?

Yes, it was executed under a Rule 10b5-1 plan dated 12/24/2024.

Is this insider sale considered material to investors?

Given its small proportion of outstanding shares and pre-planned nature, analysts generally view the impact as neutral.