UTHR insider trims stake by 23% after exercising options

Rhea-AI Filing Summary

United Therapeutics (UTHR) filed a Form 4 disclosing that EVP & General Counsel Paul A. Mahon exercised 11,000 stock options at $135.42 and immediately sold the same 11,000 shares on 26 Jun 2025 at weighted-average prices between $283.52 and $288.80, generating gross proceeds of roughly $3.1 million.

The sale, executed under a pre-arranged 10b5-1 plan adopted 24 Dec 2024, reduced Mahon’s direct holdings by about 23 % to 36,781 shares; he still holds 121,000 options. No other executives were involved.

This sizable insider disposition may influence investor sentiment even though it was pre-planned.

Positive

• None.

Negative

• EVP & General Counsel sold 11,000 shares (~$3.1 M), trimming direct stake by 23 %, a sizeable insider disposition that can weigh on sentiment.

Insights

Corporate Governance Expert

TL;DR: EVP sells $3.1 M in stock, cutting stake 23 %; pre-planned but market may view as bearish.

Key take-aways:

• The 11,000-share sale represents roughly one-quarter of Mahon’s common-stock position, signalling a meaningful reduction in personal exposure.
• Use of a 10b5-1 plan shields the insider from trading-timing criticism, yet the magnitude still matters for optics and potential market reaction.
• Remaining 36,781 shares plus 121,000 unexercised options indicate continued alignment, but options are out-of-the-money only below $135, so economic incentive persists.
• No concurrent purchases by other insiders were disclosed, so there is no offsetting bullish signal.

Bottom line: Although procedurally clean, a $3 M disposal by a key officer is generally interpreted as mildly negative for near-term sentiment.

Equity Analyst

TL;DR: Transaction likely neutral to fundamentals, modest negative to sentiment.

The sale is insider-specific liquidity rather than a business update; therefore it carries no direct impact on cash flow or guidance. However, the ~23 % reduction in ownership could prompt short-term price pressure, especially given UTHR’s limited float. Mahon’s sizeable residual option position maintains upside alignment, reducing the long-term significance. Investors should watch for further insider trends or cluster selling to confirm any bearish narrative.

Insider Trade Summary

Exercise and Sale: 11,000 shares ($1.65M approx. pre-tax spread)

Exercise and Sale 8 txns

Insider MAHON PAUL A

Role EVP & GENERAL COUNSEL

Sold 11,000 shs ($3.14M)

Approx. gross sale proceeds $3.14M

Approx. exercise cost $1.49M

Approx. pre-tax spread $1.65M

Type	Security	Shares	Price	Value
Exercise	Stock Option	11,000	$0.00	$0.00
Exercise	Common Stock	11,000	$135.42	$1.49M
Sale	Common Stock	2,537	$284.1029	$721K
Sale	Common Stock	3,940	$285.0075	$1.12M
Sale	Common Stock	939	$286.1294	$269K
Sale	Common Stock	2,334	$287.2124	$670K
Sale	Common Stock	1,150	$287.922	$331K
Sale	Common Stock	100	$288.80	$29K

Holdings After Transaction: Stock Option — 121,000 shares (Direct); Common Stock — 36,781 shares (Direct)

Footnotes (6)

1. F1. 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. F2. This transaction was executed in multiple trades at prices ranging from $283.52 to $284.51. 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. F3. This transaction was executed in multiple trades at prices ranging from $284.52 to $285.51. 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. F4. This transaction was executed in multiple trades at prices ranging from $285.60 to $286.58. 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.
5. F5. This transaction was executed in multiple trades at prices ranging from $286.60 to $287.56. 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. F6. This transaction was executed in multiple trades at prices ranging from $287.60 to $288.30. 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.

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Form 4 Insider Transactions: What Each Field Means →

Accepted by SEC EDGAR 06/27/2025 - 04:39 PM Learn about SEC filing dates

FAQ

How many United Therapeutics shares did EVP Paul Mahon sell on 26 June 2025?

He sold 11,000 common shares, as disclosed in the Form 4.

What was the average price for the UTHR shares sold by Mahon?

Weighted-average sale prices ranged from $283.52 to $288.80; overall proceeds were about $3.1 million.

Did the insider sale occur under a 10b5-1 trading plan?

Yes. The transactions were executed pursuant to a 10b5-1 plan adopted on 24 Dec 2024.

How many United Therapeutics shares does Mahon own after the sale?

He directly owns 36,781 common shares and holds 121,000 stock options following the reported transactions.

What percentage of his holdings did Mahon dispose of in this Form 4 filing?

The 11,000 shares sold represent roughly 23 % of his pre-transaction share ownership.

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^*

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)
06/26/2025

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	06/26/2025		M(1)		11,000	A	$135.42	47,781	D
Common Stock	06/26/2025		S(1)		2,537	D	$284.1029(2)	45,244	D
Common Stock	06/26/2025		S(1)		3,940	D	$285.0075(3)	41,304	D
Common Stock	06/26/2025		S(1)		939	D	$286.1294(4)	40,365	D
Common Stock	06/26/2025		S(1)		2,334	D	$287.2124(5)	38,031	D
Common Stock	06/26/2025		S(1)		1,150	D	$287.922(6)	36,881	D
Common Stock	06/26/2025		S(1)		100	D	$288.8	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	06/26/2025		M(1)			11,000	03/15/2023	03/15/2027	Common Stock	11,000	$0.00	121,000	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 $283.52 to $284.51. 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 $284.52 to $285.51. 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 $285.60 to $286.58. 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.

5. This transaction was executed in multiple trades at prices ranging from $286.60 to $287.56. 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 $287.60 to $288.30. 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	06/30/2025
	** 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.