Form 4: UTHR COO Sells Shares Under Pre-Planned 10b5-1 Plan

United Therapeutics' President and COO, Michael Benkowitz, executed pre-planned sales of common stock totaling 30,375 shares after exercising stock options.

Summary

• Michael Benkowitz, President and COO of United Therapeutics Corp (UTHR), engaged in transactions involving the exercise of stock options and subsequent sale of common stock.
• All transactions were conducted pursuant to a Rule 10b5-1 trading plan established on June 3, 2025.
• On January 20, 2026, Benkowitz exercised options to acquire 7,875 shares at an exercise price of $146.03 per share and immediately sold all 7,875 shares at weighted average prices ranging from $456.8652 to $470.755.
• On January 26, 2026, Benkowitz exercised options to acquire 14,625 shares at an exercise price of $117.76 per share and immediately sold all 14,625 shares at a weighted average price of $471.9081.
• Also on January 26, 2026, Benkowitz exercised options to acquire an additional 7,875 shares at an exercise price of $146.03 per share and immediately sold all 7,875 shares at a weighted average price of $471.9081.
• The total number of shares sold across these transactions was 30,375.
• Following these transactions, Benkowitz directly owns 2,648 shares of common stock and indirectly holds 118,505 derivative securities (stock options) through trusts.

Sentiment

Score: 5

Explanation: The sentiment is neutral. While insider selling can sometimes be viewed negatively, these transactions were pre-planned under a Rule 10b5-1 plan, which mitigates concerns about opportunistic selling. The exercise of options indicates value realization by the executive.

Positives

• The executive exercised a significant number of stock options (30,375 shares), indicating the options were in-the-money and valuable.
• The transactions were executed under a pre-arranged Rule 10b5-1 trading plan, which helps mitigate concerns about opportunistic insider selling.

Negatives

• The sale of 30,375 shares by a high-ranking executive could be perceived as a reduction in direct exposure to the company's stock performance, although it is a planned liquidity event.

Future Outlook

NA

Management Comments

• 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.
• 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 filing details an individual executive's pre-planned stock transactions and does not provide information directly related to broader industry trends or competitive landscape.

Related Party Transactions

• The transactions involved shares held in trusts where the reporting person's family members are beneficiaries or where the reporting person and spouse are co-trustees, indicating related party dealings.

Stakeholder Impact

• Shareholders: The sale of shares by a key executive could be interpreted in various ways, but the 10b5-1 plan context suggests it is a routine liquidity event rather than a signal of lack of confidence.

Key Dates

Recommendation

This Form 4 filing details routine, pre-planned transactions by a key executive (President and COO) under a Rule 10b5-1 plan. The executive exercised stock options and subsequently sold the acquired shares for liquidity and diversification. These transactions do not reflect a change in the company's fundamental outlook or operational performance. As such, the filing itself does not provide new information that would warrant a change in investment recommendation. Investors should continue to hold based on the company's underlying business fundamentals rather than these specific insider transactions.

Keywords

United Therapeutics, UTHR, Michael Benkowitz, Insider Trading, Form 4, Stock Options, Rule 10b5-1 Plan, Executive Compensation, Share Sale, Beneficial Ownership