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United Therapeutics CEO executes option exercises and open‑market sales totaling 8,000 shares

Filing Impact
(High)
Filing Sentiment
(Negative)
Form Type
4

Rhea-AI Filing Summary

Martine A. Rothblatt, Chairperson & CEO of United Therapeutics (UTHR), reported option exercises and open-market sales under a 10b5-1 plan. On 10/09/2025 and 10/10/2025 she exercised 8,000 stock options with an exercise price of $120.26 each, converting them into 8,000 shares. Concurrently, she sold a total of 8,000 shares in multiple trades at weighted-average prices ranging from $442.96 to $451.24.

After these transactions, Ms. Rothblatt directly owned 130 shares; additional indirect holdings include 324,518, 258,117, 45,596, and 15,962 shares held in various trusts, and 166 shares held indirectly by spouse, reflecting continued substantial family trust ownership and ongoing option tranches expiring 03/15/2026.

Positive

  • Use of a pre-arranged 10b5-1 plan provides procedural defense and reduces timing concerns about selective trading
  • Exercise of 8,000 options at $120.26 converts in-the-money options to shares, realizing value
  • Large indirect holdings in family trusts (totaling over 644,000 shares) show continued substantial ownership and alignment with company interests

Negative

  • Direct holdings reduced to 130 shares, which may be perceived as decreased personal equity stake held directly
  • 8,000 shares sold in open market could create short-term selling pressure depending on market liquidity

Insights

Insider exercised 8,000 options and sold 8,000 shares via a 10b5-1 plan.

What happened: The reporting person executed exercises of $120.26-strike options (total 8,000) and sold the resulting shares over 10/09/202510/10/2025 at weighted-average prices between $442.96 and $451.24.

Dependencies and risks: Transactions were made under a pre-arranged 10b5-1 plan dated 05/02/2025, which limits inference about timing; the plan covers a tranche of 294,000 options expiring 03/15/2026.

Watch for further scheduled exercises or sales under the plan through 12/31/2025 or until the tranche is exhausted.

Substantial indirect family trust ownership remains the dominant shareholding.

After the reported transactions the reporting person directly holds only 130 shares but retains significant indirect positions via trusts totaling over 644,000 shares across named trusts, indicating sustained economic and voting exposure despite recent option exercises and share sales.

This concentration in trusts may influence governance alignment and should be considered when assessing insider alignment and potential voting outcomes in the near term.

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)
10/09/2025
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 10/09/2025 M(1) 4,000 A $120.26 4,130 D
Common Stock 10/09/2025 S(1) 1,000 D $445.25 3,130 D
Common Stock 10/09/2025 S(1) 2,000 D $449.5825(2) 1,130 D
Common Stock 10/09/2025 S(1) 1,000 D $451.24 130 D
Common Stock 10/10/2025 M(1) 4,000 A $120.26 4,130 D
Common Stock 10/10/2025 S(1) 1,000 D $442.9584(3) 3,130 D
Common Stock 10/10/2025 S(1) 3,000 D $445.2767(4) 130 D
Common Stock 166 I by Spouse
Common Stock 324,518 I by Trust(5)
Common Stock 258,117 I by Trust(6)
Common Stock 45,596 I by Trust(7)
Common Stock 15,962 I by Trust(8)
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 10/09/2025 M(1) 4,000 03/15/2016 03/15/2026 Common Stock 4,000 $0.00 198,000 D
Stock Option $120.26 10/10/2025 M(1) 4,000 03/15/2016 03/15/2026 Common Stock 4,000 $0.00 194,000 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 $449.335 to $449.83. 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 $442.225 to $443.02. 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 $445.085 to $446.66. 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. 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.
6. 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.
7. 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.
8. 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 10/10/2025
** 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 Martine A. Rothblatt (UTHR) transact on 10/09–10/10/2025?

She exercised 8,000 options at an exercise price of $120.26 and sold 8,000 shares in multiple trades at weighted-average prices between $442.96 and $451.24.

Were these trades part of a 10b5-1 trading plan for UTHR insider?

Yes; the transactions were executed pursuant to a 10b5-1 plan entered on 05/02/2025 that continues until tranche exhaustion or 12/31/2025.

How many options remain in the tranche noted on the Form 4?

The Form 4 references a tranche of 294,000 stock options that expire on 03/15/2026.

What are the reporting person’s indirect holdings after these transactions?

Indirect holdings include trusts holding 324,518, 258,117, 45,596, and 15,962 shares, plus 166 shares indirectly held by spouse.

Do the Form 4 remarks specify trade price ranges for the sales?

Yes; the Form discloses trade price ranges for multiple executions: $449.335–$449.83, $442.225–$443.02, and $445.085–$446.66, with weighted averages reported.
United Therapeutics Corp.

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21.03B
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Drug Manufacturers - Specialty & Generic
Pharmaceutical Preparations
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United States
SILVER SPRING