8-K
UNITED THERAPEUTICS Corp (UTHR)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15 (d) ofthe
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): March 9, 2026
United Therapeutics Corporation
(Exact Name of Registrant as Specified in its Charter)
| Delaware | 000-26301 | 52-1984749 |
|---|---|---|
| (State or Other | (Commission | (I.R.S. Employer |
| Jurisdiction of | File Number) | Identification Number) |
| Incorporation) | ||
| 1000 Spring Street | ||
| --- | --- | |
| Silver Spring, MD | 20910 | |
| (Address of Principal Executive Offices) | (Zip Code) |
Registrant’s telephone number, including area code:
(301) 608-9292
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ¨ | Written communications pursuant to Rule 425 under the Securities<br>Act (17 CFR 230.425) |
|---|---|
| ¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange<br>Act (17 CFR 240.14a-12) |
| --- | --- |
| ¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under<br>the Exchange Act (17 CFR 240.14d-2(b)) |
| --- | --- |
| ¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under<br>the Exchange Act (17 CFR 240.13e-4(c)) |
| --- | --- |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading symbol(s) | Name of each exchange on which<br><br> registered |
|---|---|---|
| Common Stock, par value $0.01 per share | UTHR | Nasdaq Global Select Market |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ¨
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨
| Item 1.01. | Entry into a Material Definitive Agreement. |
|---|
On March 8, 2026, the Board of Directors (the Board) of United Therapeutics Corporation (the Company) approved a share repurchase program (the Share Repurchase Program), authorizing the purchase by the Company of up to $2.0 billion of the Company’s common stock (Common Stock) before March 9, 2027.
On March 9, 2026, the Company entered into two accelerated share repurchase agreements (the ASR Agreements) with Citibank, N.A. (Citi) to repurchase approximately $1.5 billion in the aggregate of Common Stock under the Share Repurchase Program.
Under the terms of the ASR Agreements, which comprise a $750 million uncollared agreement (the Uncollared ASR) and a $750 million collared agreement (the Collared ASR), the Company will make an aggregate upfront payment of $1.5 billion to Citi on or before March 11, 2026.
Uncollared ASR
Under the Uncollared ASR, which is being entered into pursuant to the Master Confirmation between the Company and Citi, dated March 25, 2024, the Company will receive an initial delivery of approximately 992,120 shares of Common Stock on March 11, 2026 representing approximately 70% of the total shares that would be repurchased under the Uncollared ASR, measured based on the closing price of the Common Stock on March 9, 2026.
The exact number of shares that the Company will ultimately repurchase pursuant to the Uncollared ASR will be determined based on the average of the daily volume-weighted average price per share of the Common Stock during the term of the Uncollared ASR, less a discount and subject to adjustments pursuant to the terms and conditions of the Uncollared ASR. The scheduled termination date of the Uncollared ASR is in the second quarter of 2026.
Collared ASR
Under the Collared ASR, which is being entered into pursuant to the Master Confirmation between the Company and Citi, dated August 1, 2025, the Company will receive an initial delivery of approximately 708,657 shares of Common Stock on March 11, 2026 representing approximately 50% of the total shares that would be repurchased under the Collared ASR (the Initial Delivery Amount), measured based on the closing price of the Common Stock on March 9, 2026. Upon completion of an agreed-upon hedging period and the subsequent determination of the minimum and maximum share amounts to be repurchased under the Collared ASR, Citi will deliver an additional number of shares to the Company equal to the difference between such minimum number of shares and the Initial Delivery Amount.
The exact number of shares that the Company will ultimately repurchase pursuant to the Collared ASR will be determined based on the average of the daily volume-weighted average price per share of the Common Stock during the term of the Collared ASR, less a discount and subject to a collar provision establishing the minimum and maximum share amounts to be repurchased, as well as other adjustments, pursuant to the terms and conditions of the Collared ASR. The scheduled termination date of the Collared ASR is in the third quarter of 2026.
At final settlement of the ASR Agreements, the Company may be entitled to receive additional shares of Common Stock, or, in certain limited circumstances, be required to make cash payment to Citi or, if the Company elects, deliver shares to Citi.
The ASR Agreements contain customary terms for these types of transactions, including, but not limited to, the mechanisms used to determine the number of shares of Common Stock or, the amount of cash, that will be delivered at settlement, the required timing of delivery of the shares of Common Stock, the specific circumstances under which adjustments may be made to the transactions, the specific circumstances under which final settlement of the ASR Agreements may be accelerated or extended, the specific circumstances under which the transactions may be terminated prior to their scheduled maturity, and various acknowledgements, representations and warranties made by the Company and Citi to one another.
The foregoing description of the ASR Agreements does not purport to be complete and is qualified in its entirety by reference to the master confirmation governing the Uncollared ASR, a copy of which the Company filed with the U.S. Securities and Exchange Commission on March 25, 2024 as Exhibit 10.1 to the Company’s Current Report on Form 8-K, and to the master confirmation governing the Collared ASR, a copy of which the Company filed with the U.S. Securities and Exchange Commission on August 1, 2025 as Exhibit 10.1 to the Company’s Current Report on Form 8-K, each of which is incorporated herein by reference.
| Item 7.01. | Regulation FD Disclosure. |
|---|
On March 9, 2026, the Company issued a press release announcing the Share Repurchase Program and the ASR Agreements. A copy of the press release is attached as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.
The information in this Item 7.01 and Exhibit 99.1 attached hereto are being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the Exchange Act), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act as amended, regardless of any general incorporation language in such filing.
| Item 9.01. | Financial Statements and Exhibits. |
|---|
(d) Exhibits
| Exhibit No. | Description of Exhibit |
|---|---|
| 99.1 | Press release<br> dated March 9, 2026 |
| 104 | Cover page<br> Interactive Data File - the cover page XBRL tags are embedded within the inline XBRL document. |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| UNITED THERAPEUTICS CORPORATION | ||
|---|---|---|
| Dated: March 9, 2026 | By: | /s/ Paul A. Mahon |
| Name: | Paul A. Mahon | |
| Title: | General Counsel |
Exhibit 99.1
For Immediate Release
United Therapeutics Corporation Announces$2 Billion Stock Repurchase Authorization and Enters into $1.5 Billion Accelerated Share Repurchase Program
Agreementsfor aggregate $1.5 billion Accelerated Share Repurchase (ASR) already executed, with an additional $500 million authorized withinthe next year
SILVER SPRING, M.D. and RESEARCH TRIANGLE PARK, N.C., March 9, 2026: United Therapeutics Corporation (Nasdaq: UTHR), a public benefit corporation, announced today that the company’s Board of Directors has authorized a new stock repurchase program of up to $2 billion over the next year. In addition, the company entered into ASR agreements with Citibank, N.A. (Citi) today to implement an initial $1.5 billion ASR program. The remaining amount of up to $500 million will be available for additional repurchases in United Therapeutics’ discretion, over a one-year period.
“We are entering 2026 with considerable momentum and a high degree of confidence in the durability of our growth and cash-flow trajectory. With the underlying strength of our business and our conviction in the catalysts in front of us, we believe there is a clear disconnect between United Therapeutics’ fundamentals and valuation. As such, we view this stock repurchase authorization as a highly compelling and value-enhancing use of capital. Going forward, with our robust balance sheet, we believe we have sufficient capital to support our long-term objectives while we opportunistically return capital to shareholders,” said Martine Rothblatt, Ph.D., Chairperson and Chief Executive Officer of United Therapeutics.
Under the terms of the ASR agreements with Citi, which comprise a $750 million uncollared agreement and a $750 million collared agreement, United Therapeutics will make an aggregate upfront payment of $1.5 billion on or around March 11, 2026 to Citi and United Therapeutics will receive an initial delivery of shares representing (i) approximately 70% of the total shares anticipated to be repurchased under the uncollared ASR agreement (Uncollared ASR); and (ii) approximately 50% of the total shares anticipated to be repurchased under the collared ASR agreement (Collared ASR), in each case, measured based on the closing stock price of UTHR common stock on March 9, 2026. United Therapeutics will also receive an additional delivery of shares under the Collared ASR, following the completion of an agreed-upon hedging period and the subsequent determination of the minimum and maximum share amounts to be repurchased under the Collared ASR, equal to the difference between such minimum share amount and the initial delivery of shares.
UncollaredASR. The final number of shares that United Therapeutics will ultimately repurchase pursuant to the Uncollared ASR will be based on the average of the daily volume-weighted average price per share of UTHR common stock during the term of the Uncollared ASR, less a discount and subject to adjustments pursuant to the terms and conditions of the Uncollared ASR. The scheduled termination date of the Uncollared ASR agreement occurs during the second quarter of 2026.
CollaredASR. The final number of shares that United Therapeutics will ultimately repurchase pursuant to the Collared ASR will be determined based on the average of the daily volume-weighted average price per share of UTHR common stock during the term of the Collared ASR, less a discount and subject to a collar provision establishing the minimum and maximum numbers of shares to be repurchased, as well as other adjustments, pursuant to the terms and conditions of the Collared ASR. The scheduled termination date of the Collared ASR agreement occurs during the third quarter of 2026.
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For Immediate Release
At final settlement of the ASR agreements, United Therapeutics may be entitled to receive additional shares of its common stock, or, in certain limited circumstances, be required to make a cash payment to Citi or, if United Therapeutics elects, deliver shares to Citi.
As noted above, following execution of the $1.5 billion ASR with Citi, there will be $500 million remaining in potential repurchase authorization by the United Therapeutics Board to be used over the next year. United Therapeutics assumes no obligation to use this additional authorization.
This press release does not constitute an offer to sell or the solicitation of an offer to buy any securities, nor shall it constitute an offer, solicitation, or sale in any jurisdiction in which such offer, solicitation, or sale is unlawful.
United Therapeutics: Enabling Inspiration
Founded by CEO Martine Rothblatt to discover a cure for her daughter's life-threatening rare disease, pulmonary arterial hypertension, United Therapeutics transforms the treatment of rare diseases and pioneers alternatives to expand the supply of transplantable organs. From our innovative therapies to our groundbreaking manufactured organs, we are bold and unconventional. We move quickly from scientific theory to practical technologies that can save lives. As a public benefit corporation, even our legal structure reflects our commitments. We serve patients, act with integrity, create long-term shareholder value, and operate with sustainable practices that protect the future we are working to build. Visit us at www.unither.com and follow us on LinkedIn, Facebook, and Instagram.
Forward-Looking Statements
Statements included in this press release that are not historical in nature are “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements include, among others, the durability of our growth and cash-flow trajectory; the strength of our business; the catalysts in front of us; the value-enhancing nature of our share repurchase; our expectation that we will maintain sufficient capital to support our long-term objectives while opportunistically returning capital to shareholders; the benefits of the share repurchase to shareholders; the number of shares to be repurchased under the ASR agreements; the timing and manner of the final settlement under the ASR agreements; the potential utilization of the remaining $500 million repurchase authorization from our Board of Directors; and our goals of expanding the supply of transplantable organs, developing practical technologies that can save lives, creating long-term shareholder value, and operating with sustainable practices. These forward-looking statements are subject to certain risks and uncertainties, such as those described in our periodic reports filed with the Securities and Exchange Commission, that could cause actual results to differ materially from anticipated results. Consequently, such forward-looking statements are qualified by the cautionary statements, cautionary language, and risk factors set forth in our periodic reports and documents filed with the Securities and Exchange Commission, including our most recent Annual Report on Form 10-K, Quarterly Reports on Form 10-Q, and Current Reports on Form 8-K. We claim the protection of the safe harbor contained in the Private Securities Litigation Reform Act of 1995 for forward-looking statements. We are providing this information as of March 9, 2026, and assume no obligation to update or revise the information contained in this press release whether as a result of new information, future events or any other reason.
For Further Information Contact:
Investor Inquiries
https://ir.unither.com/contact-ir
Media Inquiries
communications@unither.com
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