Form 4: United Therapeutics CEO Sells Shares Under 10b5-1 Plan

Martine A. Rothblatt, Chairperson & CEO of United Therapeutics Corp, executed pre-arranged sales of common stock and exercised options in late November 2025.

Summary

• Martine A. Rothblatt, Chairperson & CEO of United Therapeutics Corp (UTHR), reported transactions involving the exercise of stock options and subsequent sale of common stock on November 24 and 25, 2025.
• These transactions were conducted under a pre-arranged Rule 10b5-1 trading plan, which was entered into on May 2, 2025.
• On November 24, 2025, 4,000 stock options were exercised at a price of $120.26 per share, and 4,000 shares of common stock were sold at weighted average prices of $469.7275 (2,500 shares) and $472.53 (1,500 shares).
• On November 25, 2025, an additional 4,000 stock options were exercised at $120.26 per share, and 4,000 shares of common stock were sold at weighted average prices of $473.6882 (1,536 shares), $475.6705 (2,164 shares), and $481.23 (300 shares).
• Following these transactions, the reporting person directly holds 130 shares of common stock and indirectly holds 166 shares through a spouse, and 644,193 shares through various family trusts.
• The remaining beneficially owned derivative securities (stock options) after these transactions are 66,000, which expire on March 15, 2026.
• The 10b5-1 plan is set to continue until the earlier of the exhaustion of a tranche of 294,000 stock options expiring March 15, 2026, or December 31, 2025.

Sentiment

Score: 6

Explanation: The sentiment is moderately positive for the insider due to the profitable exercise and sale of options at high prices. For the company, it's neutral as these are pre-scheduled transactions under a 10b5-1 plan, which are generally not indicative of new corporate developments.

Positives

• The Chairperson & CEO successfully monetized a significant number of stock options at substantially higher market prices compared to the exercise price, indicating a profitable transaction for the insider.
• The execution of transactions under a Rule 10b5-1 plan demonstrates pre-planned financial management, which can reduce concerns about opportunistic insider trading.

Negatives

• The sale of common stock by a key executive, even under a 10b5-1 plan, represents a reduction in their direct ownership stake in the company.

Future Outlook

The pre-arranged 10b5-1 trading plan for the reporting person is set to continue until the earlier of the exhaustion of a tranche of 294,000 stock options that expire March 15, 2026, or December 31, 2025.

Management Comments

• The exercise and sale of stock options were pursuant to a pre-arranged 10b5-1 trading plan entered into by the reporting person on May 2, 2025.

Industry Context

Insider transactions, particularly those executed under pre-arranged 10b5-1 plans, are a routine part of executive compensation and personal financial management in the biotechnology and pharmaceutical industries. They typically reflect an individual's long-term financial planning rather than immediate company-specific news or market sentiment.

Stakeholder Impact

• Shareholders may view the insider's sale of shares as a routine part of executive compensation and personal financial planning, especially given it was executed under a pre-arranged 10b5-1 plan. The high sale prices indicate a profitable monetization of options for the CEO.

Next Steps

• The 10b5-1 trading plan will continue until the earlier of the exhaustion of 294,000 stock options expiring March 15, 2026, or December 31, 2025.

Key Dates

Keywords

United Therapeutics, UTHR, Martine Rothblatt, Insider Trading, Form 4, Stock Options, 10b5-1 Plan, Biotechnology, Pharmaceuticals, Executive Compensation