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[Form 4] UNITED THERAPEUTICS Corp Insider Trading Activity

Filing Impact
(High)
Filing Sentiment
(Negative)
Form Type
4
Rhea-AI Filing Summary

United Therapeutics (UTHR) Chairperson & CEO reported option exercises and open‑market sales under a pre‑arranged Rule 10b5‑1 plan. On 10/31/2025 and 11/03/2025, the insider exercised 4,000 stock options each day at an exercise price of $120.26 per share (8,000 total), then sold 4,000 shares each day in multiple trades.

Weighted average sale prices on 10/31/2025 included $447.826, $449.835, and $451.4864. On 11/03/2025, sales occurred at weighted averages of $433.7769, $434.3311, $438.624, $441.39, and $443.01. Following the transactions, direct holdings were 130 shares, with additional indirect holdings of 166 (by spouse) and trusts holding 324,518, 258,117, 45,596, and 15,962 shares. Derivative securities beneficially owned were 130,000 options after the 11/03 exercise. The trading plan, entered on May 2, 2025, continues until the earlier of exhaustion of a tranche of 294,000 options expiring March 15, 2026, or December 31, 2025.

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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)
10/31/2025
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 10/31/2025 M(1) 4,000 A $120.26 4,130 D
Common Stock 10/31/2025 S(1) 1,000 D $447.826(2) 3,130 D
Common Stock 10/31/2025 S(1) 537 D $449.835 2,593 D
Common Stock 10/31/2025 S(1) 2,463 D $451.4864(3) 130 D
Common Stock 11/03/2025 M(1) 4,000 A $120.26 4,130 D
Common Stock 11/03/2025 S(1) 1,140 D $433.7769(4) 2,990 D
Common Stock 11/03/2025 S(1) 360 D $434.3311(5) 2,630 D
Common Stock 11/03/2025 S(1) 1,000 D $438.624(6) 1,630 D
Common Stock 11/03/2025 S(1) 500 D $441.39 1,130 D
Common Stock 11/03/2025 S(1) 1,000 D $443.01 130 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 10/31/2025 M(1) 4,000 03/15/2016 03/15/2026 Common Stock 4,000 $0.00 134,000 D
Stock Option $120.26 11/03/2025 M(1) 4,000 03/15/2016 03/15/2026 Common Stock 4,000 $0.00 130,000 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 $447.615 to $448.14. 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 $451.18 to $451.60. 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 $433.245 to $434.17. 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 $434.295 to $434.36. 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 $438.51 to $438.76. 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 11/04/2025
** 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.

FAQ

What did UTHR’s CEO report on Form 4?

Exercises of 8,000 options (4,000 on 10/31/2025 and 4,000 on 11/03/2025 at $120.26) and corresponding sales of 8,000 shares over those two days under a Rule 10b5-1 plan.

What were the sale prices disclosed?

Weighted average prices included $447.826, $449.835, $451.4864 (10/31) and $433.7769, $434.3311, $438.624, $441.39, $443.01 (11/03).

How many shares does the CEO hold directly after these trades?

Direct holdings were 130 shares following the reported transactions.

What indirect holdings were reported for UTHR’s CEO?

Indirect holdings included 166 shares by spouse and trusts with 324,518, 258,117, 45,596, and 15,962 shares.

How many derivative securities remain after the transactions?

Beneficial ownership of derivative securities reported was 130,000 stock options after the 11/03/2025 exercise.

What are the key terms of the 10b5-1 trading plan?

Entered May 2, 2025; continues until the earlier of exhausting a 294,000-option tranche expiring March 15, 2026, or December 31, 2025.
United Therapeutics Corp.

NASDAQ:UTHR

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18.89B
42.26M
1.77%
99.51%
5.97%
Drug Manufacturers - Specialty & Generic
Pharmaceutical Preparations
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United States
SILVER SPRING