United Therapeutics (UTHR) president sells shares under trading plan

Filing Impact

(Very High)

Filing Sentiment

(Very Negative)

Form Type

Rhea-AI Filing Summary

United Therapeutics president and COO Michael Benkowitz reported pre‑planned option exercises and share sales through family trusts. On February 2, 2026, trusts associated with him exercised 14,625 stock options at $117.76 and 7,875 options at $146.03, then sold the resulting common shares at $470.9524 per share under a Rule 10b5‑1 trading plan entered on June 3, 2025. After these indirect transactions, he continued to hold 2,648 shares of common stock directly, while retaining beneficial ownership and investment/voting power over the trust holdings as described in the filing.

Insider Trade Summary

Net Seller: 22,500 shares ($10,596,429)

Net Sell 7 txns

Insider BENKOWITZ MICHAEL

Role PRESIDENT AND COO

Sold 22,500 shs ($10.60M)

Type	Security	Shares	Price	Value
Exercise	Stock Options	14,625	$0.00	--
Exercise	Stock Options	7,875	$0.00	--
Exercise	Common Stock	14,625	$117.76	$1.72M
Sale	Common Stock	14,625	$470.9524	$6.89M
Exercise	Common Stock	7,875	$146.03	$1.15M
Sale	Common Stock	7,875	$470.9524	$3.71M
holding	Common Stock	--	--	--

Holdings After Transaction: Stock Options — 38,625 shares (Indirect, by Trust); Common Stock — 14,625 shares (Indirect, by Trust); Common Stock — 2,648 shares (Direct)

Footnotes (1)

This exercise of stock options and subsequent sale of shares was pursuant to a Rule 10b5-1 trading plan entered into by the reporting person on June 3, 2025. Reflects the exercise of options, and sale of the resulting shares of common stock, held in a trust beneficially owned by the Reporting Person, of which the Reporting Person is a beneficiary, and as to which the Reporting Person and his spouse are co-trustees and have shared investment and voting power. Reflects the exercise of options, and sale of the resulting shares of common stock, held in a trust beneficially owned by the Reporting Person, of which the Reporting Person's family members are beneficiaries, and as to which the Reporting Person has sole investment and voting power.

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Form 4 Insider Transactions: What Each Field Means →

02/03/2026 - 04:31 PM

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).

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^*

BENKOWITZ MICHAEL

(Last)

(First)

(Middle)

C/O UNITED THERAPEUTICS CORPORATION

1000 SPRING STREET

(Street)

SILVER SPRING

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)
	PRESIDENT AND COO

3. Date of Earliest Transaction (Month/Day/Year)
02/02/2026

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	02/02/2026		M⁽¹⁾		14,625	A	$117.76	14,625	I	by Trust⁽²⁾
Common Stock	02/02/2026		S⁽¹⁾		14,625	D	$470.9524	0.00	I	by Trust⁽²⁾
Common Stock	02/02/2026		M⁽¹⁾		7,875	A	$146.03	7,875	I	by Trust⁽³⁾
Common Stock	02/02/2026		S⁽¹⁾		7,875	D	$470.9524	0.00	I	by Trust⁽³⁾
Common Stock								2,648	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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Stock Options	$117.76	02/02/2026		M⁽¹⁾			14,625	03/15/2020	03/15/2027	Common Stock	14,625	$0.00	38,625	I	by Trust⁽²⁾
Stock Options	$146.03	02/02/2026		M⁽¹⁾			7,875	03/15/2020	03/15/2027	Common Stock	7,875	$0.00	20,815	I	by Trust⁽³⁾

Explanation of Responses:

1. This exercise of stock options and subsequent sale of shares was pursuant to a Rule 10b5-1 trading plan entered into by the reporting person on June 3, 2025.

2. Reflects the exercise of options, and sale of the resulting shares of common stock, held in a trust beneficially owned by the Reporting Person, of which the Reporting Person is a beneficiary, and as to which the Reporting Person and his spouse are co-trustees and have shared investment and voting power.

3. Reflects the exercise of options, and sale of the resulting shares of common stock, held in a trust beneficially owned by the Reporting Person, of which the Reporting Person's family members are beneficiaries, and as to which the Reporting Person has sole investment and voting power.

Remarks:

	/s/ John S. Hess, Jr. under Power of Attorney	02/03/2026
	** 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.

Source: View Original Filing on SEC EDGAR

FAQ

What insider transactions did UTHR president Michael Benkowitz report on February 2, 2026?

Michael Benkowitz reported exercising stock options and selling the resulting United Therapeutics shares on February 2, 2026. Trusts associated with him exercised 14,625 options and 7,875 options, then sold the corresponding common shares at $470.9524 per share under a Rule 10b5‑1 trading plan.

Were Michael Benkowitz’s UTHR stock sales made under a Rule 10b5-1 trading plan?

Yes. The option exercises and subsequent sales of United Therapeutics common stock were executed under a Rule 10b5‑1 trading plan entered by Michael Benkowitz on June 3, 2025. Such plans pre-schedule trades, allowing insiders to sell shares according to predetermined instructions over time.

How many United Therapeutics options did Michael Benkowitz exercise in this Form 4 filing?

Trusts associated with Michael Benkowitz exercised 14,625 stock options with a $117.76 exercise price and 7,875 stock options with a $146.03 exercise price. These options had an original exercisability date of March 15, 2020 and an expiration date of March 15, 2027, according to the disclosure.

At what prices were Michael Benkowitz’s UTHR shares sold in this reported transaction?

The United Therapeutics common shares issued from the option exercises were sold at a reported price of $470.9524 per share. The sales followed exercises of options priced at $117.76 and $146.03 per share, as reflected in the non-derivative and derivative transaction tables in the Form 4.

How are trusts involved in Michael Benkowitz’s United Therapeutics holdings?

The transactions involve shares and options held in trusts beneficially owned by Michael Benkowitz. In one trust, he and his spouse are co-trustees with shared voting and investment power. In another, his family members are beneficiaries and he has sole voting and investment power over the trust assets.

How many UTHR shares does Michael Benkowitz hold directly after these transactions?

After the reported February 2, 2026 trades, Michael Benkowitz held 2,648 shares of United Therapeutics common stock directly. Additional interests are held indirectly through family trusts, which also hold derivative securities, as detailed in the ownership tables and explanatory footnotes of the Form 4.