United Therapeutics CEO executes 10b5-1 plan: 8,000 options exercised

Rhea-AI Filing Summary

United Therapeutics (UTHR) insider activity: Martine A. Rothblatt, Chairperson & CEO, executed a pre-arranged 10b5-1 plan and on 09/12/2025 and 09/15/2025 exercised stock options and sold shares. The filing shows two option exercises of 4,000 options each (total 8,000 options) at an exercise price of $120.26, resulting in acquisitions of 4,000 shares on each date. Concurrently, the reporting person sold 4,000 shares on 09/12/2025 and 4,000 shares on 09/15/2025 at weighted average prices in the low $400s, for total reported sales of 8,000 shares. The form discloses substantial additional holdings indirectly: trusts and spouse holdings totaling hundreds of thousands of shares and a tranche of 294,000 options expiring 03/15/2026 under the 10b5-1 plan.

Positive

• Transactions executed under a 10b5-1 plan, which provides pre-arranged, rule-compliant trading mechanics and reduces appearance of opportunistic insider timing.
• Exercised options at a low exercise price ($120.26), enabling liquidity while retaining substantial indirect holdings via trusts and spouse.

Negative

• Direct beneficial ownership decreased to 130 shares following the reported exercises and sales, showing a substantial reduction in personally held public shares.
• Significant sales at prices in the high $300s–$400s may be viewed by some investors as insider monetization of holdings.

Insights

Corporate Governance Expert

TL;DR: CEO exercised options and sold shares under a pre-arranged 10b5-1 plan; large indirect holdings remain via trusts and spouse.

The transactions were executed under a documented 10b5-1 plan entered May 2, 2025, which governs exercise and sale timing and runs until tranche exhaustion or year-end. The filing shows option exercises at $120.26 and multiple market sales at weighted averages in the low $400s, consistent with routine liquidity events rather than opportunistic, unscheduled trades. Indirect beneficial ownership is significant, with trust and spouse holdings in the hundreds of thousands of shares and an outstanding option tranche of 294,000 options expiring 03/15/2026, which is material to total insider exposure.

Securities Analyst

TL;DR: Option exercises funded share sales under plan; net reported direct holdings decreased but sizable indirect positions persist.

The reporting person exercised 8,000 options (4,000 on each date) and sold 8,000 shares across the same dates at weighted average prices between $396.97 and $405.15 as disclosed. After these transactions, the filing lists direct beneficial ownership of 130 shares and substantial indirect holdings via spouse and multiple trusts. The continued existence of a large option tranche and trust-held shares indicates sustained economic exposure despite the executed sales.

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

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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^*

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)
09/12/2025

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	09/12/2025		M(1)		4,000	A	$120.26	4,130	D
Common Stock	09/12/2025		S(1)		1,000	D	$402.21(2)	3,130	D
Common Stock	09/12/2025		S(1)		1,000	D	$403.91(3)	2,130	D
Common Stock	09/12/2025		S(1)		2,000	D	$404.89(4)	130	D
Common Stock	09/15/2025		M(1)		4,000	A	$120.26	4,130	D
Common Stock	09/15/2025		S(1)		2,540	D	$397.7086(5)	1,590	D
Common Stock	09/15/2025		S(1)		1,460	D	$398.1889(6)	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	09/12/2025		M(1)			4,000	03/15/2016	03/15/2026	Common Stock	4,000	$0.00	274,000	D
Stock Option	$120.26	09/15/2025		M(1)			4,000	03/15/2016	03/15/2026	Common Stock	4,000	$0.00	270,000	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. Thisplan 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 $402.21 to $403.2099. The price reported above reflects the weighted averageprice. The reporting person hereby undertakes to provide upon request to the SEC staff, the issuer or a security holder of the issuer full informationregarding the number of shares and prices at which the transaction was effected.

3. This transaction was executed in multiple trades at prices ranging from $403.405 to $404.4049. The price reported above reflects the weighted averageprice. The reporting person hereby undertakes to provide upon request to the SEC staff, the issuer or a security holder of the issuer full informationregarding the number of shares and prices at which the transaction was effected.

4. This transaction was executed in multiple trades at prices ranging from $404.62 to $405.15. The price reported above reflects the weighted averageprice. The reporting person hereby undertakes to provide upon request to the SEC staff, the issuer or a security holder of the issuer full informationregarding the number of shares and prices at which the transaction was effected.

5. This transaction was executed in multiple trades at prices ranging from $396.97 to $397.9699. The price reported above reflects the weighted averageprice. The reporting person hereby undertakes to provide upon request to the SEC staff, the issuer or a security holder of the issuer full informationregarding the number of shares and prices at which the transaction was effected.

6. This transaction was executed in multiple trades at prices ranging from $397.98 to $398.285. The price reported above reflects the weighted averageprice. The reporting person hereby undertakes to provide upon request to the SEC staff, the issuer or a security holder of the issuer full informationregarding 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 arebeneficiaries.

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 torevoke.

9. Shares held in family trusts as to which the Reporting Person's spouse shares investment power and the Reporting Person and/or immediate familymembers 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.

	/s/ John S. Hess, Jr. under Power of Attorney	09/16/2025
	** 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.
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FAQ

What did Martine Rothblatt do in the UTHR Form 4 filing?

The filing shows the reporting person exercised 4,000 options on 09/12/2025 and 4,000 options on 09/15/2025 at an exercise price of $120.26, and sold 4,000 shares on 09/12/2025 and 4,000 shares on 09/15/2025 at weighted average prices in the low $400s.

Was the trading part of a pre-arranged plan?

Yes. The exercises and sales were made pursuant to a 10b5-1 trading plan entered on May 2, 2025, which runs until tranche exhaustion or December 31, 2025.

How many options remain in the tranche mentioned?

The filing references a tranche of 294,000 stock options that expire on March 15, 2026 which the 10b5-1 plan covers until exhaustion or year-end.

What indirect holdings are disclosed?

The reporting person discloses indirect beneficial ownership via spouse and multiple family trusts, with reported trust/spouse holdings of 324,518, 258,117, 45,596, and 15,962 shares respectively, and 166 shares held by spouse directly.

Did the filing provide trade price details?

Yes. Sales were executed in multiple trades with weighted average prices reported and ranges disclosed, for example prices ranging between $402.21 and $405.15 across trades; specific weighted averages are included in the form.