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United Therapeutics (UTHR) CEO exercises options, sells shares under 10b5-1 plan

Filing Impact
(Neutral)
Filing Sentiment
(Neutral)
Form Type
4

Rhea-AI Filing Summary

United Therapeutics chairperson and CEO Martine Rothblatt exercised 9,500 stock options and sold 9,500 shares of common stock of United Therapeutics on June 26, 2026. The options carried a $135.42 exercise price and were exercised and sold under a pre-arranged Rule 10b5-1 trading plan adopted on November 7, 2025.

The Form 4 shows multiple open-market sale transactions at prices reported around the low to mid $540s to $550s per share. Following these transactions, Rothblatt held 49,373 common shares directly, along with additional indirect holdings through family trusts and her spouse.

The filing also reports a large remaining stock option position held indirectly via a family trust, covering 349,192 underlying shares at a $135.42 exercise price and expiring on March 15, 2027. The footnotes emphasize that these transactions are part of a continuing 10b5-1 plan that may run until the earlier of exercising 1,734,410 options or December 31, 2026.

Positive

  • None.

Negative

  • None.
Insider ROTHBLATT MARTINE A
Role Chairperson & CEO
Sold 9,500 shs ($5.17M)
Type Security Shares Price Value
Exercise Stock Option 9,500 $0.00 --
Exercise Common Stock 9,500 $135.42 $1.29M
Sale Common Stock 640 $538.3425 $345K
Sale Common Stock 1,018 $539.8906 $550K
Sale Common Stock 2,128 $541.2376 $1.15M
Sale Common Stock 983 $542.1444 $533K
Sale Common Stock 1,012 $543.3196 $550K
Sale Common Stock 439 $544.1783 $239K
Sale Common Stock 560 $545.5158 $305K
Sale Common Stock 156 $547.0047 $85K
Sale Common Stock 452 $548.1282 $248K
Sale Common Stock 872 $548.8997 $479K
Sale Common Stock 520 $549.6867 $286K
Sale Common Stock 400 $550.7926 $220K
Sale Common Stock 280 $552.3624 $155K
Sale Common Stock 40 $553.49 $22K
holding Stock Option -- -- --
holding Common Stock -- -- --
holding Common Stock -- -- --
holding Common Stock -- -- --
holding Common Stock -- -- --
holding Common Stock -- -- --
Holdings After Transaction: Stock Option — 106,218 shares (Direct, null); Common Stock — 50,013 shares (Direct, null); Stock Option — 349,192 shares (Indirect, by Trust); Common Stock — 166 shares (Indirect, by Spouse)
Footnotes (1)
  1. This exercise of stock options and sale of the resulting shares of common stock was pursuant to a pre-arranged 10b5-1 trading plan adopted by the reporting person on November 7, 2025. This plan will continue until the earlier of: (a) the exercise of 1,734,410 stock options, all of which expire on March 15, 2027; or (b) December 31, 2026. This transaction was executed in multiple trades at prices ranging from $547.39 to $548.38. 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 $548.41 to $549.28. 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 $549.43 to $550.00. 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 $550.56 to $551.17. 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. This transaction was executed in multiple trades at prices ranging from $552.05 to $552.63. 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. 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. 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. 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. 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. Stock options held in a family trust as to which the Reporting Person shares investment power and the Reporting Person and immediate family members are beneficiaries. This transaction was executed in multiple trades at prices ranging from $538.18 to $538.38. 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 $539.66 to $540.65. 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 $540.67 to $541.66. 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 $541.67 to $542.58. 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 $542.74 to $543.69. 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 $543.825 to $544.61. 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 $545.23 to $546.08. 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. This transaction was executed in multiple trades at prices ranging from $546.39 to $547.35. 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.
Shares sold 9,500 shares Common stock sold in open-market transactions on June 26, 2026
Options exercised 9,500 options Stock options exercised into common shares on June 26, 2026
Exercise price $135.42 per share Exercise price of stock options converted into common stock
Direct holdings after 49,373 shares United Therapeutics common shares held directly after reported transactions
Remaining options (indirect) 349,192 underlying shares Stock options held via family trust, expiring March 15, 2027
Net share change 9,500 shares net sold Net of 9,500 shares sold versus 9,500 options exercised
10b5-1 plan cap 1,734,410 options Maximum options to be exercised under the trading plan
Rule 10b5-1 trading plan financial
"exercise of stock options and sale ... was pursuant to a pre-arranged 10b5-1 trading plan adopted by the reporting person"
A Rule 10b5-1 trading plan is a pre-arranged schedule that allows company insiders to buy or sell stock at specific times, even if they have inside information. It helps prevent accusations of unfair trading by making these transactions look planned and transparent, rather than sneaky or illegal.
stock options financial
"This exercise of stock options and sale of the resulting shares of common stock"
Stock options are agreements that give a person the right to buy or sell a company's stock at a specific price within a certain time frame. They are often used as a reward or incentive, similar to a coupon that can be used later if the stock price rises, allowing the holder to make a profit.
open-market sale financial
"transaction_code_description: Sale in open market or private transaction"
An open-market sale is when a shareholder sells existing shares directly on a public exchange to any willing buyer, rather than through a private deal. Think of it like putting goods on a busy market stall where price is set by supply and demand; for investors it matters because such sales increase available supply, can put short-term downward pressure on the stock price, and signal changes in liquidity or investor confidence.
family trusts financial
"Shares held in family trusts as to which the Reporting Person shares investment power"
indirect ownership financial
"Stock options held in a family trust as to which the Reporting Person shares investment power"
weighted average price financial
"The price reported above reflects the weighted average price"
Weighted average price is the average price of a security where each trade or component is counted according to its size, so bigger trades pull the average more than smaller ones. Think of it like calculating the average cost of a grocery haul where items you bought more of have greater influence on the final per-item cost. Investors use it to understand the true average price paid or received, judge execution quality, and compare trading performance against market movement.
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SEC Form 4
FORM 4UNITED 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 MARYLAND 20910

(City)(State)(Zip)

UNITED STATES

(Country)
2. Issuer Name and Ticker or Trading Symbol
UNITED THERAPEUTICS Corp [ UTHR ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
XDirector10% Owner
XOfficer (give title below)Other (specify below)
Chairperson & CEO
2a. Foreign Trading Symbol
3. Date of Earliest Transaction (Month/Day/Year)
06/26/2026
6. Individual or Joint/Group Filing (Check Applicable Line)
XForm filed by One Reporting Person
Form filed by More than One Reporting Person
4. If Amendment, Date of Original Filed (Month/Day/Year)

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)
CodeVAmount(A) or (D)Price
Common Stock06/26/2026M(1)9,500A$135.4250,013D
Common Stock06/26/2026S(1)640D$538.3425(2)49,373D
Common Stock06/26/2026S(1)1,018D$539.8906(3)48,355D
Common Stock06/26/2026S(1)2,128D$541.2376(4)46,227D
Common Stock06/26/2026S(1)983D$542.1444(5)45,244D
Common Stock06/26/2026S(1)1,012D$543.3196(6)44,232D
Common Stock06/26/2026S(1)439D$544.1783(7)43,793D
Common Stock06/26/2026S(1)560D$545.5158(8)43,233D
Common Stock06/26/2026S(1)156D$547.0047(9)43,077D
Common Stock06/26/2026S(1)452D$548.1282(10)42,625D
Common Stock06/26/2026S(1)872D$548.8997(11)41,753D
Common Stock06/26/2026S(1)520D$549.6867(12)41,233D
Common Stock06/26/2026S(1)400D$550.7926(13)40,833D
Common Stock06/26/2026S(1)280D$552.3624(14)40,553D
Common Stock06/26/2026S(1)40D$553.4940,513D
Common Stock166Iby Spouse
Common Stock324,443Iby Trust(15)
Common Stock249,108Iby Trust(16)
Common Stock45,596Iby Trust(17)
Common Stock8,902Iby Trust(18)
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)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Stock Option$135.4206/26/2026M(1)9,50003/15/202303/15/2027Common Stock9,500$0.00106,218D
Stock Option$135.4203/15/202303/15/2027Common Stock349,192349,192Iby Trust(19)
Explanation of Responses:
1. This exercise of stock options and sale of the resulting shares of common stock was pursuant to a pre-arranged 10b5-1 trading plan adopted by the reporting person on November 7, 2025. This plan will continue until the earlier of: (a) the exercise of 1,734,410 stock options, all of which expire on March 15, 2027; or (b) December 31, 2026.
2. This transaction was executed in multiple trades at prices ranging from $538.18 to $538.38. 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 $539.66 to $540.65. 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 $540.67 to $541.66. 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 $541.67 to $542.58. 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 $542.74 to $543.69. 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 $543.825 to $544.61. 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.
8. This transaction was executed in multiple trades at prices ranging from $545.23 to $546.08. 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.
9. This transaction was executed in multiple trades at prices ranging from $546.39 to $547.35. 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.
10. This transaction was executed in multiple trades at prices ranging from $547.39 to $548.38. 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 $548.41 to $549.28. 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. This transaction was executed in multiple trades at prices ranging from $549.43 to $550.00. 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.
13. This transaction was executed in multiple trades at prices ranging from $550.56 to $551.17. 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.
14. This transaction was executed in multiple trades at prices ranging from $552.05 to $552.63. 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.
15. 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.
16. 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.
17. 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.
18. 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.
19. Stock options held in a family trust as to which the Reporting Person shares investment power and the Reporting Person and immediate family members are beneficiaries.
Remarks:
/s/ John S. Hess, Jr. under Power of Attorney06/29/2026
** Signature of Reporting PersonDate
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.
* Form 4: SEC 1474 (03-26)

FAQ

What insider transactions did UTHR CEO Martine Rothblatt report on this Form 4?

Martine Rothblatt reported exercising 9,500 stock options and selling 9,500 United Therapeutics common shares on June 26, 2026. The filing classifies the sales as open-market transactions executed under a pre-arranged Rule 10b5-1 trading plan adopted in November 2025.

At what prices did Martine Rothblatt sell United Therapeutics (UTHR) shares?

The Form 4 shows multiple open-market sales of United Therapeutics common stock at weighted average prices generally in the low to mid $540s and $550s per share. Individual sale lines include prices such as $553.49, $552.36, $550.79 and $538.34 per share.

How many United Therapeutics (UTHR) shares does Martine Rothblatt hold after these transactions?

After the June 26, 2026 trades, Rothblatt directly held 49,373 United Therapeutics common shares. The Form 4 also discloses additional indirect holdings through various family trusts and her spouse, plus a sizeable indirect stock option position covering 349,192 underlying shares.

Was the UTHR insider trading activity executed under a Rule 10b5-1 plan?

Yes. A footnote states the option exercise and resulting share sales were executed under a pre-arranged Rule 10b5-1 trading plan adopted on November 7, 2025. The plan continues until exercising 1,734,410 options or December 31, 2026, whichever occurs first.

How are Martine Rothblatt’s family trusts and spouse involved in UTHR holdings?

The Form 4 notes indirect ownership of United Therapeutics shares and options through family trusts and her spouse. Footnotes explain these trusts hold shares and stock options where Rothblatt and immediate family members are beneficiaries, and in some cases share investment power or trustee roles.