MAHON PAUL A 4

What Happened
Paul A. Mahon, Executive Vice President and General Counsel of United Therapeutics (UTHR), was reported as the recipient of performance-based equity awards originally tied to March 15, 2023 grants. The filing reports: 49,860 performance-based stock options (acquired at $0.00), 7,796 performance-based restricted stock units (RSUs) (acquired at $0.00), and 8,895 additional performance-based RSUs (acquired at $0.00) — a total of 66,551 derivative awards (49,860 options + 16,691 RSUs). The awards are reported at $0 because these are grants/earned awards, not open-market purchases or sales, and therefore no cash changed hands on the reported acquisition date.

Key Details

• Transaction date(s): reported as March 15, 2023; Form filed February 26, 2026 (late filing).
• Reported grants and amounts: 49,860 performance options; 7,796 RSUs; 8,895 RSUs. All reported at $0.00 per share/option.
• Vesting / payout: The number of options/RSUs reported reflects performance determinations; all earned awards will vest on March 15, 2026.
• Footnote highlights:
  • F1: Options awarded 3/15/2023, subject to a 3‑year cash profit margin performance test (2023–2025), determination on Feb 25, 2026; options earned = 49,860; vest 3/15/2026.
  • F2: RSUs awarded 3/15/2023 tied to 3‑year revenue growth test (2023–2025), determination on Feb 25, 2026; earned = 7,796 RSUs; vest 3/15/2026.
  • F5: RSUs awarded 3/15/2023 tied to 3‑year clinical development performance (2023–2025), determination on Jan 20, 2026; earned = 8,895 RSUs; vest 3/15/2026.
  • F3/F4: Each RSU = right to receive one share upon vesting; RSUs have no expiration.
• Shares owned after transaction: not specified in the provided filing excerpt.
• Filing timeliness: This Form 4 was filed substantially after the reported grant date (filed 2/26/2026 for a 3/15/2023 grant), so the filing is late relative to the typical 2‑business‑day SEC reporting window.

Context
These entries are awards tied to multi‑year performance goals (not purchases or sales). The options have not been exercised, and the RSUs are not yet settled — they simply represent contingent future equity based on performance results and will convert to shares (or options will vest) only if conditions and vesting dates are met. Because this is an award disclosure (derivative grants) and was filed late, it informs investors about the manager’s compensation outcomes but does not indicate immediate insider buying or selling.