BENKOWITZ MICHAEL 4

What Happened
Michael Benkowitz, President and COO of United Therapeutics Corporation, received performance-based equity awards originally granted on March 15, 2023. The filing reports 99,720 performance stock options and two tranches of performance-based restricted stock units (15,592 and 17,790 RSUs, totaling 33,382 RSUs). The awards show an acquisition price of $0 because these are compensatory awards/derivatives. The number of options and RSUs reported reflects the portion earned based on performance metrics and all reported awards are scheduled to vest on March 15, 2026.

Key Details

• Transaction date (grant/reporting basis): March 15, 2023 (award date shown on Form 4). Filing date: February 26, 2026. The filing covers the 2023-03-15 report period.
• Award determinations: Options and some RSUs’ earned amounts were determined Feb 25, 2026 (performance for cash profit margin and revenue growth); a separate RSU tranche determination was made Jan 20, 2026 (clinical development performance).
• Award counts and prices: 99,720 performance stock options @ $0.00; 15,592 performance RSUs @ $0.00; 17,790 performance RSUs @ $0.00. RSUs convert 1:1 into common shares upon vesting (per footnote).
• Vesting: All reported earned awards will vest on March 15, 2026.
• Shares owned after transaction: Not specified in the filing.
• Filing timeliness: The Form 4 was filed nearly three years after the award date (filed 2026-02-26 for a 2023-03-15 report), which is late relative to typical Form 4 timing; late filings delay public transparency and can attract regulatory attention.
• Footnotes of note: F1–F2–F5 indicate these were originally granted 3/15/2023 and subject to three-year performance conditions tied to cash profit margin, revenue growth, and clinical development; F3 confirms 1 RSU = 1 share; F4 notes RSUs do not have an expiration date.

Context
These are compensation awards tied to three-year performance goals (2023–2025), not open-market purchases or sales. They do not represent immediate buying or selling of stock; RSUs will convert to shares and options confer the right to buy shares subject to vesting and any exercise terms. Because the filing was made long after the award and determination dates, investors should be aware the public disclosure was delayed.