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United Therapeutics CEO sells 9,500 shares via plan

United Therapeutics’ CEO exercised options and sold 9,500 shares via a Rule 10b5-1 plan while retaining a large remaining option position.

(Neutral)
(Neutral)
Form Type
4

Rhea-AI Filing Summary

UNITED THERAPEUTICS Corp (UTHR) reported that Chairperson & CEO Martine Rothblatt, through a family trust, exercised 9,500 stock options on September 4, 2026 at an exercise price of $117.76 per share and received 9,500 shares of common stock. The trust then sold 9,500 common shares the same day in multiple open-market transactions at weighted average prices between roughly $485 and $492 per share under a pre-arranged Rule 10b5-1 trading plan adopted November 7, 2025. Following the option exercise, the family trust continues to hold 489,910 stock options expiring March 15, 2027, and Rothblatt also has 40,513 common shares held directly and 166 shares held indirectly by a spouse.

Positive

  • None.

Negative

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Insider ROTHBLATT MARTINE A
Role Chairperson & CEO
Sold 9,500 shs ($4.65M)
Approx. gross sale proceeds $4.65M
Approx. exercise cost $1.12M
Approx. pre-tax spread $3.53M
Type Security Shares Price Value
Exercise Stock Option F1, F13, F14 9,500 $0.00 $0.00
Exercise Common Stock F1, F2 9,500 $117.76 $1.12M
Sale Common Stock F1, F3, F2 40 $485.8455 $19K
Sale Common Stock F1, F4, F2 223 $486.8783 $109K
Sale Common Stock F1, F5, F2 2,818 $488.076 $1.38M
Sale Common Stock F1, F6, F2 3,425 $489.1236 $1.68M
Sale Common Stock F1, F7, F2 1,514 $490.0092 $742K
Sale Common Stock F1, F8, F2 1,160 $490.9351 $569K
Sale Common Stock F1, F9, F2 320 $491.6925 $157K
holding Common Stock -- -- --
holding Common Stock -- -- --
holding Common Stock F10 -- -- --
holding Common Stock F11 -- -- --
holding Common Stock F12 -- -- --
Holdings After Transaction: Stock Option — 489,910 contracts (Indirect, by Trust); Common Stock — 628,049 shares (Indirect, by Trust); Common Stock — 40,513 shares (Direct); Common Stock — 166 shares (Indirect, by Spouse)
Footnotes (14)
  1. F1. 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 15, 2027; or (b) December 31, 2026.
  2. F10. 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.
  3. F11. Shares held in family trusts as to which the Reporting Person's spouse shares investment power and the Reporting Person and/or immediate family members are beneficiaries.
  4. F12. 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.
  5. F13. These stock options vested in equal one-third installments on March 15, 2021, 2022 and 2023.
  6. F14. Stock options held in a family trust as to which the Reporting Person shares investment power and the Reporting Person and immediate family members are beneficiaries.
  7. F2. 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.
  8. F3. This transaction was executed in multiple trades at prices ranging from $485.41 to $486.08. 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. F4. This transaction was executed in multiple trades at prices ranging from $486.43 to $487.33. 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. F5. This transaction was executed in multiple trades at prices ranging from $487.51 to $488.47. 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. F6. This transaction was executed in multiple trades at prices ranging from $488.54 to $489.53. 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.
  12. F7. This transaction was executed in multiple trades at prices ranging from $489.57 to $490.51. 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.
  13. F8. This transaction was executed in multiple trades at prices ranging from $490.57 to $491.46. 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.
  14. F9. This transaction was executed in multiple trades at prices ranging from $491.65 to $491.70. 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.
Options exercised 9,500 options Stock options on United Therapeutics common stock exercised on September 4, 2026
Exercise price $117.76 per share Exercise price of stock options exercised on September 4, 2026
Shares sold 9,500 shares Total United Therapeutics common shares sold on September 4, 2026
Sale price range $485.41–$491.70 per share Weighted-average price ranges from footnoted sale transactions on September 4, 2026
Remaining stock options 489,910 options Stock options remaining in the family trust after the reported exercise
Direct common shares 40,513 shares United Therapeutics common shares held directly by Martine Rothblatt after transactions
Indirect spouse shares 166 shares United Therapeutics common shares held indirectly by spouse
Plan option cap 1,734,410 options Maximum number of stock options to be exercised under the Rule 10b5-1 plan
Rule 10b5-1 trading plan regulatory
"exercise of stock options and sale of the resulting shares of common stock was pursuant to a pre-arranged 10b5-1 trading plan"
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.
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.
stock options financial
"This exercise of stock options and sale of the resulting shares of common stock"
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.
exercise price financial
"These stock options vested in equal one-third installments on March 15, 2021, 2022 and 2023."
The exercise price is the fixed amount at which you can buy or sell an asset, like a stock, when using an options contract. It matters because it helps determine whether exercising the option will be profitable or not, depending on the current market price. Think of it as the set price you agree on today to buy or sell later.
beneficiaries financial
"Reporting Person and/or immediate family members are beneficiaries."
Beneficiaries are the people or organizations designated to receive benefits, such as money or assets, from a financial arrangement like a trust, insurance policy, or retirement plan. They matter to investors because choosing the right beneficiaries ensures that assets are passed on according to their wishes, providing financial security or support to loved ones when needed. Think of beneficiaries as the intended recipients of a gift or inheritance.

FAQ

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

Martine Rothblatt, through a family trust, exercised 9,500 stock options at $117.76 per share and acquired 9,500 United Therapeutics common shares, then sold all 9,500 shares on September 4, 2026 in multiple open-market trades under a pre-arranged Rule 10b5-1 plan.

At what prices were the 9,500 UTHR shares sold by the trust?

The 9,500 United Therapeutics shares were sold on September 4, 2026 in several transactions at weighted average prices ranging from about $485.41 to $491.70 per share, with specific blocks reported at $485.8455, $486.8783, $488.0760, $489.1236, $490.0092, $490.9351 and $491.6925.

Were the UTHR trades by Martine Rothblatt made under a Rule 10b5-1 plan?

Yes. The option exercise and resulting share sales were conducted under a pre-arranged Rule 10b5-1 trading plan adopted on November 7, 2025. The plan will continue until the earlier of the exercise of 1,734,410 stock options or December 31, 2026.

How many United Therapeutics stock options does the trust still hold?

After the reported transactions, the family trust continues to hold 489,910 stock options on United Therapeutics common stock. These options have an exercise price of $117.76 per share and are scheduled to expire on March 15, 2027.

What direct and indirect UTHR share holdings does Martine Rothblatt report?

Martine Rothblatt reports 40,513 United Therapeutics common shares held directly. Indirectly, 166 shares are held by a spouse, and additional shares and options are held in various family trusts where she or family members have investment power or beneficial interests, as described in the footnotes.

When did the exercised UTHR stock options vest?

The exercised stock options vested in three equal installments on March 15, 2021, March 15, 2022 and March 15, 2023. All such options carry an exercise price of $117.76 per share and are scheduled to expire on March 15, 2027.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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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)
09/04/2026
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 Stock09/04/2026M(1)9,500A$117.76333,943Iby Trust(2)
Common Stock09/04/2026S(1)40D$485.8455(3)333,903Iby Trust(2)
Common Stock09/04/2026S(1)223D$486.8783(4)333,680Iby Trust(2)
Common Stock09/04/2026S(1)2,818D$488.076(5)330,862Iby Trust(2)
Common Stock09/04/2026S(1)3,425D$489.1236(6)327,437Iby Trust(2)
Common Stock09/04/2026S(1)1,514D$490.0092(7)325,923Iby Trust(2)
Common Stock09/04/2026S(1)1,160D$490.9351(8)324,763Iby Trust(2)
Common Stock09/04/2026S(1)320D$491.6925(9)324,443Iby Trust(2)
Common Stock40,513D
Common Stock166Iby Spouse
Common Stock249,108Iby Trust(10)
Common Stock45,596Iby Trust(11)
Common Stock8,902Iby Trust(12)
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$117.7609/04/2026M(1)9,500 (13)03/15/2027Common Stock9,500$0.00489,910Iby Trust(14)
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 15, 2027; or (b) December 31, 2026.
2. 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.
3. This transaction was executed in multiple trades at prices ranging from $485.41 to $486.08. 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 $486.43 to $487.33. 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 $487.51 to $488.47. 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 $488.54 to $489.53. 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 $489.57 to $490.51. 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.
8. This transaction was executed in multiple trades at prices ranging from $490.57 to $491.46. 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 $491.65 to $491.70. 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.
10. 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.
11. Shares held in family trusts as to which the Reporting Person's spouse 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 is sole trustee and sole beneficiary or co-trustee and settlor with power to revoke.
13. These stock options vested in equal one-third installments on March 15, 2021, 2022 and 2023.
14. Stock options held in a family trust as to which the Reporting Person shares investment power and the Reporting Person and immediate family members are beneficiaries.
Remarks:
/s/ John S. Hess, Jr. under Power of Attorney09/08/2026
** 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)

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