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United Therapeutics (UTHR) CEO exercises 9,500 options and sells 9,500 shares

Filing Impact
(Neutral)
Filing Sentiment
(Neutral)
Form Type
4

Rhea-AI Filing Summary

UNITED THERAPEUTICS Corp Chairperson & CEO Martine Rothblatt exercised stock options and sold shares under a pre-arranged plan. On June 1, 2026, she exercised 9,500 stock options at an exercise price of $146.03 per share and received 9,500 shares of common stock.

That same day, she sold 9,500 common shares in multiple open-market transactions at prices generally in the $544–$555 range, as shown by individual trades such as 2,213 shares at $546.2054 per share. These trades were executed pursuant to a Rule 10b5-1 trading plan adopted on November 7, 2025, which is scheduled to continue until either the exercise of up to 1,734,410 stock options that expire on March 17, 2027, or December 31, 2026, whichever occurs first.

After these transactions, Rothblatt directly held 50,013 shares of common stock and 126,410 stock options, and also had indirect ownership of additional common shares through various family trusts and a small position held by her spouse.

Positive

  • None.

Negative

  • None.
Insider ROTHBLATT MARTINE A
Role Chairperson & CEO
Sold 9,500 shs ($5.21M)
Type Security Shares Price Value
Exercise Stock Option 9,500 $0.00 --
Exercise Common Stock 9,500 $146.03 $1.39M
Sale Common Stock 1,365 $545.0393 $744K
Sale Common Stock 2,213 $546.2054 $1.21M
Sale Common Stock 1,376 $547.1097 $753K
Sale Common Stock 1,546 $548.2067 $848K
Sale Common Stock 1,166 $549.3128 $640K
Sale Common Stock 1,070 $550.257 $589K
Sale Common Stock 124 $550.8161 $68K
Sale Common Stock 240 $552.82 $133K
Sale Common Stock 400 $554.428 $222K
holding Common Stock -- -- --
holding Common Stock -- -- --
holding Common Stock -- -- --
holding Common Stock -- -- --
holding Common Stock -- -- --
Holdings After Transaction: Stock Option — 126,410 shares (Direct, null); Common Stock — 50,013 shares (Direct, null); Common Stock — 166 shares (Indirect, by Spouse)
Footnotes (1)
  1. This exercise of stock options and sale of the resulting shares of common stock was pursuant to a pre-arranged 10b5-1 trading plan adopted by the reporting person on November 7, 2025. This plan will continue until the earlier of: (a) the exercise of 1,734,410 stock options, all of which expire on March 17, 2027; or (b) December 31, 2026. This transaction was executed in multiple trades at prices ranging from $553.97 to $554.94. 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. 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. 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. 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. This transaction was executed in multiple trades at prices ranging from $544.70 to $545.69. 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. This transaction was executed in multiple trades at prices ranging from $545.70 to $546.69. 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. This transaction was executed in multiple trades at prices ranging from $546.70 to $547.69. 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. This transaction was executed in multiple trades at prices ranging from $547.77 to $548.70. 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. This transaction was executed in multiple trades at prices ranging from $548.79 to $549.77. 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. This transaction was executed in multiple trades at prices ranging from $549.80 to $550.76. 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. This transaction was executed in multiple trades at prices ranging from $550.81 to $551.00. 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. This transaction was executed in multiple trades at prices ranging from $552.31 to $553.03. 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.
Options exercised 9,500 shares Stock options exercised into common stock on June 1, 2026
Option exercise price $146.03 per share Exercise price for 9,500 stock options
Shares sold 9,500 shares Total United Therapeutics common shares sold in open-market trades
Example sale price $546.2054 per share Price for a 2,213-share sale tranche
Direct common shares after 50,013 shares Direct United Therapeutics common stock held after transactions
Stock options after 126,410 options Remaining United Therapeutics stock options held after exercise
10b5-1 plan option cap 1,734,410 options Maximum options subject to the Rule 10b5-1 plan
Plan outside date December 31, 2026 Latest date the 10b5-1 trading plan may run
Rule 10b5-1 trading plan financial
"This exercise of stock options and sale of the resulting shares of common stock was pursuant to a pre-arranged 10b5-1 trading plan adopted..."
A Rule 10b5-1 trading plan is a pre-arranged schedule that allows company insiders to buy or sell stock at specific times, even if they have inside information. It helps prevent accusations of unfair trading by making these transactions look planned and transparent, rather than sneaky or illegal.
stock options financial
"This exercise of stock options and sale of the resulting shares of common stock was pursuant to a pre-arranged 10b5-1 trading plan..."
Stock options are agreements that give a person the right to buy or sell a company's stock at a specific price within a certain time frame. They are often used as a reward or incentive, similar to a coupon that can be used later if the stock price rises, allowing the holder to make a profit.
weighted average price financial
"The price reported above reflects the weighted average price."
Weighted average price is the average price of a security where each trade or component is counted according to its size, so bigger trades pull the average more than smaller ones. Think of it like calculating the average cost of a grocery haul where items you bought more of have greater influence on the final per-item cost. Investors use it to understand the true average price paid or received, judge execution quality, and compare trading performance against market movement.
family trusts financial
"Shares held in family trusts as to which the Reporting Person shares investment power..."
exercise or conversion of derivative security financial
"Exercise or conversion of derivative security"
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SEC Form 4
FORM 4UNITED 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 MARYLAND 20910

(City)(State)(Zip)

UNITED STATES

(Country)
2. Issuer Name and Ticker or Trading Symbol
UNITED THERAPEUTICS Corp [ UTHR ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
XDirector10% Owner
XOfficer (give title below)Other (specify below)
Chairperson & CEO
2a. Foreign Trading Symbol
3. Date of Earliest Transaction (Month/Day/Year)
06/01/2026
6. Individual or Joint/Group Filing (Check Applicable Line)
XForm filed by One Reporting Person
Form filed by More than One Reporting Person
4. If Amendment, Date of Original Filed (Month/Day/Year)

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)
CodeVAmount(A) or (D)Price
Common Stock06/01/2026M(1)9,500A$146.0350,013D
Common Stock06/01/2026S(1)1,365D$545.0393(2)48,648D
Common Stock06/01/2026S(1)2,213D$546.2054(3)46,435D
Common Stock06/01/2026S(1)1,376D$547.1097(4)45,059D
Common Stock06/01/2026S(1)1,546D$548.2067(5)43,513D
Common Stock06/01/2026S(1)1,166D$549.3128(6)42,347D
Common Stock06/01/2026S(1)1,070D$550.257(7)41,277D
Common Stock06/01/2026S(1)124D$550.8161(8)41,153D
Common Stock06/01/2026S(1)240D$552.82(9)40,913D
Common Stock06/01/2026S(1)400D$554.428(10)40,513D
Common Stock166Iby Spouse
Common Stock324,443Iby Trust(11)
Common Stock249,108Iby Trust(12)
Common Stock45,596Iby Trust(1)
Common Stock8,902Iby Trust(13)
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)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Stock Option$146.0306/01/2026M(1)9,50003/15/202003/15/2027Common Stock9,500$0.00126,410D
Explanation of Responses:
1. This exercise of stock options and sale of the resulting shares of common stock was pursuant to a pre-arranged 10b5-1 trading plan adopted by the reporting person on November 7, 2025. This plan will continue until the earlier of: (a) the exercise of 1,734,410 stock options, all of which expire on March 17, 2027; or (b) December 31, 2026.
2. This transaction was executed in multiple trades at prices ranging from $544.70 to $545.69. 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 $545.70 to $546.69. 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 $546.70 to $547.69. 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 $547.77 to $548.70. 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 $548.79 to $549.77. 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.
7. This transaction was executed in multiple trades at prices ranging from $549.80 to $550.76. 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.
8. This transaction was executed in multiple trades at prices ranging from $550.81 to $551.00. 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.
9. This transaction was executed in multiple trades at prices ranging from $552.31 to $553.03. 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.
10. This transaction was executed in multiple trades at prices ranging from $553.97 to $554.94. 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.
11. 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.
12. 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.
13. 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 Attorney06/02/2026
** Signature of Reporting PersonDate
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.
* Form 4: SEC 1474 (03-26)

FAQ

What did UTHR CEO Martine Rothblatt report in this Form 4?

Rothblatt reported exercising 9,500 stock options at $146.03 per share and selling 9,500 United Therapeutics common shares in multiple open-market trades around $544–$555 per share, all under a pre-arranged Rule 10b5-1 trading plan.

Was the UTHR insider transaction under a Rule 10b5-1 plan?

Yes. The exercise of options and sale of resulting United Therapeutics shares occurred under a pre-arranged Rule 10b5-1 trading plan adopted by Martine Rothblatt on November 7, 2025, with the plan continuing until stated option or date limits are met.

How many UTHR shares did Martine Rothblatt sell and at what prices?

She sold 9,500 United Therapeutics common shares on June 1, 2026 in multiple trades. Reported weighted-average prices include transactions such as 2,213 shares at $546.2054 per share and other trades within price ranges disclosed in the footnotes.

What UTHR holdings does Martine Rothblatt have after the reported transactions?

Following the reported transactions, Rothblatt directly held 50,013 United Therapeutics common shares and 126,410 stock options, and also had indirect ownership of additional common shares through family trusts and a small position held by her spouse.

What are the key terms of Martine Rothblatt’s UTHR 10b5-1 plan?

The plan, adopted on November 7, 2025, will continue until the earlier of exercising up to 1,734,410 stock options, all expiring on March 17, 2027, or December 31, 2026, guiding future option exercises and related share sales.

How many UTHR stock options does Martine Rothblatt hold after this Form 4?

After the reported activity, Rothblatt held 126,410 United Therapeutics stock options. These options are separate from her direct common share holdings and the additional common shares held indirectly through family trusts and by her spouse.