BENKOWITZ MICHAEL 4

What Happened Michael Benkowitz, President and COO of United Therapeutics (UTHR), had 33,382 restricted stock units (RSUs) vest on March 15, 2026 (17,790 and 15,592 shares). The RSUs converted one-for-one into common shares (derivative/option conversion entries show $0 exercise price). To satisfy tax withholding on the vesting, 14,706 shares were withheld at $536.12 per share, yielding $7,884,180 in cash withheld (7,837 and 6,869 shares). The Form 4 was filed March 17, 2026 (reporting period March 15, 2026).

Key Details

• Transaction date: March 15, 2026; Form 4 filed March 17, 2026 (timely filing).
• Vesting: 33,382 RSUs vested and converted to shares (17,790 + 15,592).
• Tax withholding: 14,706 shares withheld at $536.12 each for taxes; total withheld = $7,884,180 (7,837 and 6,869 shares).
• Price shown on conversion entries: $0.00 (derivative conversion/vesting, not a cash purchase).
• Shares owned after the transaction: not specified in the provided filing excerpt.
• Relevant footnotes:
  • F1: Each RSU represents the right to one share upon vesting.
  • F3/F5: Shares withheld represent tax withholding upon vesting; these RSUs were performance-based grants granted March 15, 2023 and converted one-for-one on vesting.
  • F4: Filing also references 62 shares acquired Mar 4, 2026 under the company ESPP.
  • F2: Some securities are held in a trust beneficially owned by the reporting person.

Context This was a routine vesting/conversion of restricted stock units with shares withheld to cover tax liability (a common, non-market-driven action). The transaction entries include derivative exercise/convert codes (M) and tax-withholding (F). Such tax-withholding disposals are administrative and do not necessarily indicate a voluntary open-market sale by the insider.