Form 4: UTHR CEO Rothblatt Executes Planned Stock Sales

United Therapeutics CEO Martine Rothblatt reported the exercise of stock options and subsequent sale of common stock under a pre-arranged 10b5-1 trading plan.

Summary

• Martine A. Rothblatt, Chairperson & CEO of United Therapeutics Corp (UTHR), reported multiple transactions involving company stock.
• On December 8, 2025, 5,000 shares of common stock were disposed of via a gift (G transaction code).
• On December 9, 2025, 4,000 stock options with an exercise price of $120.26 were exercised, and 4,000 shares of common stock were acquired.
• Immediately following the exercise on December 9, 2025, a total of 4,000 shares of common stock were sold at weighted average prices of $477.6319 (2,440 shares) and $479.3345 (1,560 shares).
• On December 10, 2025, another 4,000 stock options with an exercise price of $120.26 were exercised, acquiring 4,000 shares of common stock.
• Following the exercise on December 10, 2025, a total of 4,000 shares of common stock were sold at weighted average prices ranging from $477.92 to $481.715.
• All reported exercises and sales were conducted under a pre-arranged 10b5-1 trading plan established on May 2, 2025.
• The 10b5-1 plan is set to continue until either a tranche of 294,000 stock options expiring March 15, 2026, is exhausted, or December 31, 2025, whichever comes first.
• Following these transactions, Rothblatt's direct beneficial ownership of common stock is 130 shares, with significant indirect ownership through various family trusts and by spouse totaling 639,293 shares.

Sentiment

Score: 6

Explanation: The sentiment is neutral to slightly positive. While there are sales of common stock, these are part of a pre-arranged 10b5-1 plan, which is a standard and transparent practice for executives to manage their equity. The exercise of options also indicates the stock price is well above the strike price, which is positive for the company and its shareholders.

Positives

• The exercise of stock options indicates that the options were in-the-money, reflecting a higher market price than the exercise price.
• The transactions were executed under a pre-arranged 10b5-1 trading plan, which demonstrates a structured approach to managing equity holdings and mitigates concerns about opportunistic insider trading.

Negatives

• The sale of common stock by a high-ranking insider could be perceived negatively by some investors, although the 10b5-1 plan lessens this concern.

Risks

• No specific risks are mentioned in this Form 4 filing beyond the general market risks associated with holding company stock.

Future Outlook

The pre-arranged 10b5-1 trading plan, under which these transactions occurred, is scheduled to continue until either a tranche of 294,000 stock options expiring March 15, 2026, is fully exercised and sold, or until December 31, 2025, whichever occurs first.

Management Comments

• "This exercise and sale of stock options was pursuant to a pre-arranged 10b5-1 trading plan entered into by the reporting person on May 2, 2025."
• "This plan will continue until the earlier of: (a) exhaustion of a tranche of 294,000 stock options that expire March 15, 2026; or (b) December 31, 2025."
• "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."

Industry Context

This Form 4 filing details routine insider transactions for a pharmaceutical/biotechnology company executive. Such filings are common across all industries for executives managing their equity compensation and personal holdings, particularly when utilizing 10b5-1 plans to avoid accusations of trading on material non-public information.

Comparison to Industry Standards

• Not applicable. This filing reports individual insider transactions, which are not typically compared to global benchmarks or specific comparable companies/projects in the same way as financial performance or operational results. The use of a 10b5-1 plan is a standard practice for executives to manage their stock holdings in a compliant manner.

Corporate Governance

Related Party Transactions

• Shares are held indirectly in various family trusts where the Reporting Person is sole trustee/beneficiary or co-trustee/settlor, or shares investment power with family members.
• Shares are also held indirectly by the Reporting Person's spouse in trusts.

Stakeholder Impact

• Shareholders: Provides transparency regarding executive stock transactions, which are pre-scheduled under a 10b5-1 plan, potentially reducing concerns about opportunistic insider selling.
• Employees: No direct impact mentioned.
• Customers: No direct impact mentioned.
• Suppliers: No direct impact mentioned.
• Creditors: No direct impact mentioned.

Next Steps

• Continuation of the 10b5-1 trading plan until December 31, 2025, or until 294,000 stock options are exhausted.

Key Dates

Keywords

United Therapeutics, UTHR, Martine Rothblatt, Form 4, Insider Trading, Stock Options, 10b5-1 Plan, Common Stock, Beneficial Ownership, CEO