Form 4: United Therapeutics Executive Exercises Share Tracking Awards Under 10b5-1 Plan

Paul A. Mahon, EVP & General Counsel at United Therapeutics, executed a pre-arranged transaction involving share tracking awards, resulting in a change in beneficial ownership.

Summary

• Paul A. Mahon, an executive at United Therapeutics, exercised 7,700 share tracking awards on January 16, 2025.
• These awards were exercised under a pre-arranged 10b5-1 plan established on June 20, 2024.
• The share tracking awards are non-dilutive cash-settled stock appreciation rights, meaning they are settled in cash and cannot be converted into common stock.
• The exercise price for the awards was $163.3 per share, while the market price of the common stock was $366.39 per share on the same date.
• Following the transaction, Mr. Mahon directly owns 36,710 shares of common stock and 21,950 share tracking awards.

Sentiment

Score: 7

Explanation: The document reflects a routine transaction under a pre-arranged plan, which is generally neutral to positive. The exercise of share tracking awards at a higher market price is a positive for the executive.

Industry Context

This transaction is a routine execution of a pre-arranged trading plan by a company executive, which is common practice to avoid accusations of insider trading. It reflects standard executive compensation practices using share-based incentives.

Comparison to Industry Standards

• The use of share tracking awards is a common practice in the biotechnology and pharmaceutical industries, often used as a form of long-term incentive compensation.
• Companies like Gilead Sciences and Amgen also use similar stock-based compensation plans for their executives.
• The 10b5-1 trading plan is a standard mechanism to allow insiders to trade company stock without violating insider trading laws, similar to practices at companies like Regeneron and Biogen.

Stakeholder Impact

• The transaction has a minimal impact on shareholders as the share tracking awards are cash-settled and non-dilutive.
• The transaction is part of the executive's compensation package and does not directly affect employees, customers, suppliers, or creditors.

Key Dates

Keywords

share tracking awards, 10b5-1 plan, insider trading, executive compensation, stock appreciation rights, beneficial ownership, United Therapeutics, UTHR