United Therapeutics Corporation Announces Accelerated Share Repurchase Agreement for Remainder of $2.0 Billion Authorization (Form 8-K)

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.

For Immediate Release