United Therapeutics (UTHR) president’s trusts sell stock under 10b5-1 plan

Filing Impact

(Very High)

Filing Sentiment

(Very Negative)

Form Type

Rhea-AI Filing Summary

United Therapeutics Corporation’s President and COO Michael Benkowitz reported multiple pre-planned insider transactions involving company stock held in trusts associated with him. On January 20, 2026, a trust exercised 7,875 stock options at an exercise price of $146.03 per share and sold the resulting common shares in a series of trades at weighted-average prices ranging from about $456.8652 to $470.755, reducing that trust’s common stock position to zero.

On January 26, 2026, a trust where he and his spouse are co‑trustees exercised 14,625 stock options at an exercise price of $117.76 per share and sold 14,625 common shares at a weighted-average price of $471.9081. A second trust exercised 7,875 stock options at $146.03 per share and sold 7,875 common shares at $471.9081. The filing notes these option exercises and share sales were made under a Rule 10b5‑1 trading plan entered into on June 3, 2025. Following these transactions, trusts associated with Benkowitz continued to hold stock options, and he also held 2,648 shares of common stock directly.

Insider Trade Summary

Net Seller: 30,375 shares ($14,277,114)

Net Sell 23 txns

Insider BENKOWITZ MICHAEL

Role PRESIDENT AND COO

Sold 30,375 shs ($14.28M)

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	$471.9081	$6.90M
Exercise	Common Stock	7,875	$146.03	$1.15M
Sale	Common Stock	7,875	$471.9081	$3.72M
Exercise	Stock Options	7,875	$0.00	--
Exercise	Common Stock	7,875	$146.03	$1.15M
Sale	Common Stock	63	$456.8652	$29K
Sale	Common Stock	372	$457.918	$170K
Sale	Common Stock	377	$458.7362	$173K
Sale	Common Stock	268	$459.8647	$123K
Sale	Common Stock	271	$461.1183	$125K
Sale	Common Stock	1,322	$463.2604	$612K
Sale	Common Stock	1,225	$464.0559	$568K
Sale	Common Stock	966	$465.1095	$449K
Sale	Common Stock	568	$466.0631	$265K
Sale	Common Stock	321	$467.0912	$150K
Sale	Common Stock	1,573	$468.1163	$736K
Sale	Common Stock	451	$469.1798	$212K
Sale	Common Stock	84	$470.37	$40K
Sale	Common Stock	14	$470.755	$7K
holding	Common Stock	--	--	--

Holdings After Transaction: Stock Options — 53,250 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. This transaction was executed in multiple trades at prices ranging from $464.62 to $465.615. 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 $465.62 to $466.57. 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 $466.73 to $467.70. 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 $467.73 to $468.72. 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 $468.73 to $469.65. 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 $469.73 to $470.70. 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. 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. This transaction was executed in multiple trades at prices ranging from $456.34 to $457.26. 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 $457.36 to $458.34. 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 $458.38 to $459.14. 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 $459.55 to $460.45. 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 $460.56 to $461.55. 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 $462.61 to $463.60. 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 $463.61 to $464.59. 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.

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Form 4 Insider Transactions: What Each Field Means →

01/28/2026 - 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)
01/20/2026

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	01/20/2026		M⁽¹⁾		7,875	A	$146.03	7,875	I	by Trust⁽²⁾
Common Stock	01/20/2026		S⁽¹⁾		63	D	$456.8652⁽³⁾	7,812	I	by Trust⁽²⁾
Common Stock	01/20/2026		S⁽¹⁾		372	D	$457.918⁽⁴⁾	7,440	I	by Trust⁽²⁾
Common Stock	01/20/2026		S⁽¹⁾		377	D	$458.7362⁽⁵⁾	7,063	I	by Trust⁽²⁾
Common Stock	01/20/2026		S⁽¹⁾		268	D	$459.8647⁽⁶⁾	6,795	I	by Trust⁽²⁾
Common Stock	01/20/2026		S⁽¹⁾		271	D	$461.1183⁽⁷⁾	6,524	I	by Trust⁽²⁾
Common Stock	01/20/2026		S⁽¹⁾		1,322	D	$463.2604⁽⁸⁾	5,202	I	by Trust⁽²⁾
Common Stock	01/20/2026		S⁽¹⁾		1,225	D	$464.0559⁽⁹⁾	3,977	I	by Trust⁽²⁾
Common Stock	01/20/2026		S⁽¹⁾		966	D	$465.1095⁽¹⁰⁾	3,011	I	by Trust⁽²⁾
Common Stock	01/20/2026		S⁽¹⁾		568	D	$466.0631⁽¹¹⁾	2,443	I	by Trust⁽²⁾
Common Stock	01/20/2026		S⁽¹⁾		321	D	$467.0912⁽¹²⁾	2,122	I	by Trust⁽²⁾
Common Stock	01/20/2026		S⁽¹⁾		1,573	D	$468.1163⁽¹³⁾	549	I	by Trust⁽²⁾
Common Stock	01/20/2026		S⁽¹⁾		451	D	$469.1798⁽¹⁴⁾	98	I	by Trust⁽²⁾
Common Stock	01/20/2026		S⁽¹⁾		84	D	$470.37⁽¹⁵⁾	14	I	by Trust⁽²⁾
Common Stock	01/20/2026		S⁽¹⁾		14	D	$470.755	0.00	I	by Trust⁽²⁾
Common Stock	01/26/2026		M⁽¹⁾		14,625	A	$117.76	14,625	I	by Trust⁽¹⁶⁾
Common Stock	01/26/2026		S⁽¹⁾		14,625	D	$471.9081	0.00	I	by Trust⁽¹⁶⁾
Common Stock	01/26/2026		M⁽¹⁾		7,875	A	$146.03	7,875	I	by Trust⁽²⁾
Common Stock	01/26/2026		S⁽¹⁾		7,875	D	$471.9081	0.00	I	by Trust⁽²⁾
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	$146.03	01/20/2026		M⁽¹⁾			7,875	03/15/2020	03/15/2027	Common Stock	7,875	$0.00	36,565	I	by Trust⁽²⁾
Stock Options	$117.76	01/26/2026		M⁽¹⁾			14,625	03/15/2020	03/15/2027	Common Stock	14,625	$0.00	53,250	I	by Trust⁽¹⁶⁾
Stock Options	$146.03	01/26/2026		M⁽¹⁾			7,875	03/15/2020	03/15/2027	Common Stock	7,875	$0.00	28,690	I	by Trust⁽²⁾

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

3. This transaction was executed in multiple trades at prices ranging from $456.34 to $457.26. 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 $457.36 to $458.34. 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 $458.38 to $459.14. 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 $459.55 to $460.45. 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 $460.56 to $461.55. 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 $462.61 to $463.60. 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 $463.61 to $464.59. 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 $464.62 to $465.615. 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. This transaction was executed in multiple trades at prices ranging from $465.62 to $466.57. 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. This transaction was executed in multiple trades at prices ranging from $466.73 to $467.70. 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.

13. This transaction was executed in multiple trades at prices ranging from $467.73 to $468.72. 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. This transaction was executed in multiple trades at prices ranging from $468.73 to $469.65. 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.

15. This transaction was executed in multiple trades at prices ranging from $469.73 to $470.70. 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.

16. 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.

Remarks:

	/s/ John S. Hess, Jr. under Power of Attorney	01/28/2026
	** 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’s Michael Benkowitz report in this Form 4?

Michael Benkowitz reported exercises of stock options and related sales of United Therapeutics common stock by trusts associated with him. The transactions occurred on January 20 and January 26, 2026, converting options into shares that were then sold in market trades at disclosed weighted-average prices.

Were the United Therapeutics (UTHR) insider sales by Michael Benkowitz pre-planned?

Yes. The filing states the option exercises and subsequent share sales were executed under a Rule 10b5-1 trading plan. That plan was entered into by the reporting person on June 3, 2025, meaning the trades followed a pre-established schedule rather than ad hoc market timing decisions.

What option exercises did the trusts linked to UTHR’s president complete?

On January 20, 2026, a trust exercised 7,875 stock options at an exercise price of $146.03 per share. On January 26, 2026, trusts exercised additional blocks of 14,625 and 7,875 stock options at exercise prices of $117.76 and $146.03 per share, respectively, all into United Therapeutics common stock.

At what prices were United Therapeutics (UTHR) shares sold in these insider trades?

The filing reports multiple sales on January 20, 2026 at weighted-average prices ranging from about $456.8652 to $470.755 per share. Additional sales on January 26, 2026 were executed at a weighted-average price of $471.9081 per share, all by trusts associated with the reporting person.

How are the United Therapeutics shares in this Form 4 held with respect to Michael Benkowitz?

Many transactions involve shares and options held in trusts beneficially owned by the reporting person. One trust’s family members are beneficiaries with his sole investment and voting power, while another trust lists him as a beneficiary and co-trustee with his spouse, with shared investment and voting power over the securities.

Does Michael Benkowitz still hold United Therapeutics (UTHR) stock after these trades?

Yes. After the reported transactions, the Form 4 shows that he directly held 2,648 shares of United Therapeutics common stock. The filing also lists remaining stock options beneficially owned through trusts associated with him, indicating continuing indirect exposure to the company’s equity.