United Therapeutics COO reports option exercises and trust-held share sales

Rhea-AI Filing Summary

Michael Benkowitz, President and COO of United Therapeutics (UTHR), reported multiple transactions dated 09/15/2025 involving the exercise of stock options and subsequent sales of resulting common shares held in trusts. The filing shows the exercise of 14,625 options at a $135.42 exercise price and 7,875 options at a $146.03 exercise price, converting into shares held in trusts for which the reporting person is a beneficiary or has sole investment and voting power.

The sold shares were executed under a Rule 10b5-1 trading plan established on June 3, 2025, and were sold in multiple trades at weighted average prices reported between approximately $396.44 and $403.51 per share (ranges disclosed per trade group). The Form 4 discloses the trust arrangements and that transactions were effected in multiple trades with weighted-average prices disclosed in explanatory footnotes.

Positive

• Transactions executed under a Rule 10b5-1 trading plan, indicating prearranged trades
• Clear disclosure of trust arrangements, specifying co-trustee and sole-power trusts
• Exercise of stock options (14,625 at $135.42 and 7,875 at $146.03) converting to trust-held shares

Negative

• Multiple insider sales of company shares were executed, reducing beneficial holdings held in the trusts
• Sales occurred at high price levels (weighted-average prices reported in the approximate range $396.44–$403.51), which may be viewed negatively by some investors

Insights

Securities Analyst

TL;DR: Routine option exercises and planned sales under a 10b5-1 plan; disclosure is detailed and transparent.

The filing documents non-derivative and derivative activity tied to two option exercises (14,625 and 7,875 options) and multiple disposals of resulting shares from trusts. The use of an established Rule 10b5-1 trading plan reduces the likelihood these sales were contemporaneous with material undisclosed information. Weighted-average sale prices and trade ranges are disclosed in the footnotes, supporting transparency about execution.

Corporate Governance Expert

TL;DR: Insider sold shares held in trusts under a prearranged plan; trust and co-trustee details are fully disclosed.

The Form 4 clearly states the reporter's officer role and the trust relationships: one trust where the reporting person and spouse are co-trustees with shared power, and another trust where the reporting person has sole power. That level of disclosure supports good governance practice for executive equity transactions and clarifies voting and investment control.

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^*

BENKOWITZ MICHAEL

(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)
	PRESIDENT AND COO

3. Date of Earliest Transaction (Month/Day/Year)
09/15/2025

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	09/15/2025		M(1)		14,625	A	$135.42	14,625	I	by Trust(2)
Common Stock	09/15/2025		S(1)		295	D	$396.9525(3)	14,330	I	by Trust(2)
Common Stock	09/15/2025		S(1)		1,380	D	$398.0205(4)	12,950	I	by Trust(2)
Common Stock	09/15/2025		S(1)		1,415	D	$399.0732(5)	11,535	I	by Trust(2)
Common Stock	09/15/2025		S(1)		2,910	D	$400.0872(6)	8,625	I	by Trust(2)
Common Stock	09/15/2025		S(1)		5,103	D	$400.7891(7)	3,522	I	by Trust(2)
Common Stock	09/15/2025		S(1)		1,470	D	$402.0645(8)	2,052	I	by Trust(2)
Common Stock	09/15/2025		S(1)		2,052	D	$403.0044(9)	0	I	by Trust(2)
Common Stock	09/15/2025		M(1)		7,875	A	$146.03	7,875	I	by Trust(10)
Common Stock	09/15/2025		S(1)		105	D	$396.8657(3)	7,770	I	by Trust(10)
Common Stock	09/15/2025		S(1)		820	D	$397.9569(11)	6,950	I	by Trust(10)
Common Stock	09/15/2025		S(1)		920	D	$399.1951(12)	6,030	I	by Trust(10)
Common Stock	09/15/2025		S(1)		2,289	D	$400.2392(13)	3,741	I	by Trust(10)
Common Stock	09/15/2025		S(1)		2,068	D	$400.8581(14)	1,673	I	by Trust(10)
Common Stock	09/15/2025		S(1)		668	D	$402.1229(8)	1,005	I	by Trust(10)
Common Stock	09/15/2025		S(1)		1,005	D	$403.0753(15)	0	I	by Trust(10)
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)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
StockOptions	$135.42	09/15/2025		M(1)			14,625	03/15/2023	03/15/2027	CommonStock	14,625	$0.00	143,625	I	by Trust(2)
StockOptions	$146.03	09/15/2025		M(1)			7,875	03/15/2018	03/15/2027	CommonStock	7,875	$0.00	41,125	I	by Trust(10)

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 whichthe 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. This transaction was executed in multiple trades at prices ranging from $396.44 to $397.34. 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 $397.53 to $398.50. 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 $398.54 to $399.53. 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 $399.54 to $400.52. 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. This transaction was executed in multiple trades at prices ranging from $400.54 to $401.39. 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.

8. This transaction was executed in multiple trades at prices ranging from $401.67 to $402.64. 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.

9. This transaction was executed in multiple trades at prices ranging from $402.73 to $403.51. 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.

10. 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 whichthe Reporting Person's family members are beneficiaries, and as to which the Reporting Person has sole investment and voting power.

11. This transaction was executed in multiple trades at prices ranging from $397.53 to $398.385. 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.

12. This transaction was executed in multiple trades at prices ranging from $398.55 to $399.54. 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.

13. This transaction was executed in multiple trades at prices ranging from $399.59 to $400.56. 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.

14. This transaction was executed in multiple trades at prices ranging from $400.62 to $401.39. 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.

15. This transaction was executed in multiple trades at prices ranging from $402.73 to $403.44. 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.

	/s/ John S. Hess, Jr. under Power of Attorney	09/17/2025
	** 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 transactions did Michael Benkowitz report on the UTHR Form 4?

The filing reports the exercise of 14,625 options at $135.42 and 7,875 options at $146.03, and multiple sales of resulting common shares from trusts.

Were the sales carried out under a prearranged trading plan?

Yes. The Form 4 states the transactions were pursuant to a Rule 10b5-1 trading plan entered into on June 3, 2025.

What price range were the sold shares executed at?

The explanatory notes disclose multiple trade groups with execution price ranges approximately from $396.44 up to $403.51, with weighted-average prices reported per group.

How are the sold and held shares held for Benkowitz?

Shares were held in trusts: one trust where Benkowitz and his spouse are co-trustees with shared voting and investment power, and another trust where he has sole investment and voting power.

What is Benkowitz's role at United Therapeutics?

The Form 4 identifies the reporting person as President and COO of United Therapeutics Corporation.