UTHR Form 4: EVP Mahon exercises 11,000 options and sells shares under 10b5-1

Rhea-AI Filing Summary

Paul A. Mahon, EVP & General Counsel of United Therapeutics Corporation (UTHR), reported option exercises and related stock sales on 08/21/2025 under a pre-arranged 10b5-1 plan entered on December 24, 2024. He exercised 11,000 stock options with an exercise price of $135.42 (options dated 03/15/2023, expiring 03/15/2027) and sold the resulting shares in multiple trades at weighted-average prices ranging from about $305.63 to $310.51 (individual weighted averages reported). The filings show the sales disposed of all 11,000 exercised shares, reducing reported beneficial ownership from 47,781 to 36,781 shares while leaving 77,000 options outstanding. Transactions were executed pursuant to the 10b5-1 plan; the reporting person offered to provide trade-level details on request.

Positive

• Transactions executed under a pre-arranged 10b5-1 plan, which provides compliance safeguards
• Reporting person retains meaningful equity exposure: 36,781 shares and 77,000 options remain beneficially owned

Negative

• None.

Insights

Corporate Governance Expert

TL;DR: Routine officer option exercise and sale under a pre-arranged 10b5-1 plan; transparency preserved by Form 4 disclosures.

The reported activity is a standard execution of an existing equity compensation right combined with programmed disposition safeguards via a 10b5-1 plan. Filing discloses exercise price, option grant and expiration dates, aggregate shares exercised (11,000) and the progressive disposals that fully monetized the exercised shares. From a governance perspective, use of a documented 10b5-1 plan reduces insider-trading concerns and the offer to provide trade-level prices enhances transparency. No governance red flags are evident in the filing text.

Securities Analyst

TL;DR: Insider sold 11,000 shares post-exercise at market mid-$300s; impact is informational, not material to company fundamentals.

The sequence shows an exercise at $135.42 and disposals at weighted-average prices between about $305.6 and $310.5, indicating proceeds materially above the exercise cost for the reporting person. The remaining direct shareholding decreased to 36,781 shares while 77,000 options remain outstanding. For investors, this is a liquidity action by an officer rather than a signal of operational change. The filing is primarily of interest for insider ownership tracking and insider trading compliance monitoring.

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)
08/21/2025

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	08/21/2025		M(1)		11,000	A	$135.42	47,781	D
Common Stock	08/21/2025		S(1)		600	D	$304.565	47,181	D
Common Stock	08/21/2025		S(1)		300	D	$306.1233(2)	46,881	D
Common Stock	08/21/2025		S(1)		1,441	D	$307.3859(3)	45,440	D
Common Stock	08/21/2025		S(1)		2,330	D	$308.4281(4)	43,110	D
Common Stock	08/21/2025		S(1)		4,234	D	$309.4289(5)	38,876	D
Common Stock	08/21/2025		S(1)		2,095	D	$310.2485(6)	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	08/21/2025		M(1)			11,000	03/15/2023	03/15/2027	Common Stock	11,000	$0.00	77,000	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 $305.63 to $306.58. 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.

3. This transaction was executed in multiple trades at prices ranging from $306.85 to $307.84. 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 $307.85 to $308.79. 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 $308.86 to $309.85. 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 $309.86 to $310.51. 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.

Remarks:

	/s/ John S. Hess, Jr. under Power of Attorney	08/22/2025
	** 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 Paul A. Mahon report on the Form 4 for UTHR?

The Form 4 reports the exercise of 11,000 stock options at $135.42 and the sale of the resulting shares on 08/21/2025 under a 10b5-1 plan.

How many shares were sold and at what prices in the UTHR Form 4?

All 11,000 exercised shares were sold in multiple trades with weighted-average prices reported in tranches ranging from about $305.63 to $310.51.

How did the insider's beneficial ownership change after the transactions?

Reported direct beneficial ownership declined from 47,781 shares to 36,781 shares following the reported transactions.

When were the options originally granted and when do they expire?

The underlying options were granted on 03/15/2023 and have an expiration date of 03/15/2027.

Did the Form 4 indicate the transactions were pre-planned?

Yes, the Form 4 states the exercise and sales were made pursuant to a pre-arranged 10b5-1 plan entered into on December 24, 2024.