UTHR 8-K
UNITED THERAPEUTICS Corp (UTHR)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
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| Item 1.01. | Entry into a Material Definitive Agreement. |
On September 8, 2026, United Therapeutics Corporation (the Company) entered into an accelerated share repurchase agreement (the ASR Agreement) with Citibank, N.A. (Citi) to repurchase approximately $477.6 million in the aggregate of the Company’s common stock (Common Stock) under the Company’s previously announced share repurchase program (the Share Repurchase Program).
Under the terms of the ASR Agreement, the Company will make an aggregate upfront payment of approximately $477.6 million to Citi on or around September 10, 2026 and will receive an initial delivery of approximately 719,376 shares of Common Stock, representing approximately 75% of the total shares that would be repurchased under the ASR Agreement measured based on the closing price of the Common Stock on September 8, 2026.
The exact number of shares that the Company will ultimately repurchase pursuant to the ASR Agreement 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 ASR Agreement, less a discount and subject to adjustments pursuant to the terms and conditions of the ASR Agreement. The final settlement of the ASR Agreement is expected to be completed in the fourth quarter of 2026.
At final settlement of the ASR Agreement, the Company may be entitled to receive additional shares of Common Stock, or, in certain limited circumstances, be required to make a cash payment to Citi or, if the Company elects, deliver shares to Citi.
The ASR Agreement contains 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 Agreement 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 Agreement does not purport to be complete and is qualified in its entirety by reference to the master confirmation governing the ASR Agreement, 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 is incorporated herein by reference.
| Item 7.01. | Regulation FD Disclosure. |
On September 8, 2026, the Company issued a press release announcing the ASR Agreement. 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, 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 dated September 8, 2026 |
| 104 | Cover page 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: September 8, 2026 | By: | /s/ Paul A. Mahon |
| Name: | Paul A. Mahon | |
| Title: | General Counsel | |
Exhibit 99.1
For Immediate Release
United Therapeutics Corporation Announces Accelerated Share Repurchase Agreement for Remainder of $2.0 Billion Authorization
SILVER SPRING, Md. and RESEARCH TRIANGLE PARK, N.C., September 8, 2026: United Therapeutics Corporation (Nasdaq: UTHR), a public benefit corporation, announced today that the company will utilize the remainder of its previously announced $2 billion share repurchase authorization. To complete the utilization, United Therapeutics today will enter into an Accelerated Share Repurchase (ASR) agreement with Citibank, N.A. (Citi) to repurchase the company’s common stock, for approximately $477.6 million. The company previously entered into ASR agreements to repurchase an aggregate $1.5 billion of its common stock in March 2026, and purchased an additional $22.4 million of its common stock in open-market transactions during the third quarter of 2026.
“In our view, the market is not yet reflecting the scale of what United Therapeutics is positioned to achieve. With multiple growth drivers approaching important inflection points beginning as soon as next year, we see opportunities far more powerful than our current stock valuation implies. Against that backdrop, accelerating this remaining authorization is a clear and disciplined decision that allows us to invest directly in our own future while continuing to reward shareholders. Upon completion of this additional repurchase, we will have returned $4 billion to our shareholders in approximately 2.5 years,” said Martine Rothblatt, Ph.D., Chairperson and Chief Executive Officer of United Therapeutics.
Under the terms of the ASR agreement with Citi, United Therapeutics will make an aggregate upfront payment of approximately $477.6 million on or around September 10, 2026 to Citi and United Therapeutics will receive an initial delivery of shares representing approximately 75% of the total shares anticipated to be repurchased under the ASR agreement measured based on the closing stock price of UTHR common stock on September 8, 2026. The final number of shares that United Therapeutics will ultimately repurchase pursuant to the ASR agreement will be based on the average of the daily volume-weighted average price per share of UTHR common stock during the term of the ASR, less a discount and subject to adjustments pursuant to the terms and conditions of the ASR agreement.
At final settlement of the ASR agreement, 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. The final settlement of the ASR is expected to be completed in the fourth quarter of 2026. As of September 4, 2026, United Therapeutics had approximately 42.9 million shares outstanding.
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.
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For Immediate Release
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, statements related to our future prospects, including multiple growth drivers and inflection points beginning as soon as next year; and opportunities far more powerful than our current stock valuation implies; the benefits of the share repurchase to shareholders; our plan to enter into an ASR agreement; the number of shares to be repurchased under the ASR agreement; the timing and manner of the final settlement under the ASR agreement; 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 September 8, 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:
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