BENKOWITZ MICHAEL 4

What Happened

• Michael Benkowitz, President and COO of United Therapeutics (UTHR), exercised stock options and immediately sold the resulting shares on Feb 23, 2026. He exercised 9,375 options at $117.76 ($1,104,000) and 5,065 options at $146.03 ($739,642), acquiring 14,440 shares in total. Those 14,440 shares were sold the same day at $472.13 per share, generating approximately $6,817,499 in proceeds.
• The transactions show corresponding derivative disposals at $0, reflecting the option conversion/termination upon exercise. These are primarily sales (routine monetization) rather than new purchases.

Key Details

• Transaction dates and prices:
  • Exercised 9,375 options at $117.76 (cost $1,104,000) and sold 9,375 shares at $472.13 (proceeds $4,426,181).
  • Exercised 5,065 options at $146.03 (cost $739,642) and sold 5,065 shares at $472.13 (proceeds $2,391,318).
  • Total exercised shares: 14,440. Total sale proceeds: $6,817,499. Total exercise cost: $1,843,642.
• Shares owned after transaction: Not specified in the provided filing details.
• Footnotes of note:
  • F1: These transactions were executed pursuant to a Rule 10b5-1 trading plan entered June 3, 2025 and are the final transactions under that plan.
  • F2/F3: Some exercised options and resulting sales involved shares held in trusts — one trust where Benkowitz and his spouse are co-trustees (shared voting/investment power) and another trust where family members are beneficiaries and Benkowitz has sole power.
• Filing timeliness: Reported on Form 4 with period ending 2026-02-23 and filed on 2026-02-24 (appears timely).

Context

• This was effectively a same-day exercise and sell (a cashless-style monetization): options were exercised and the resulting shares were immediately sold, which is common for executives seeking to realize gains or cover option costs/taxes.
• These are insider sales (not purchases); sales are often routine and, without further information, should not be interpreted as a direct signal about company fundamentals.
• The presence of a 10b5-1 plan indicates trades were pre-scheduled under an approved plan, reducing the likelihood they reflect opportunistic timing by the insider.