--12-312025Q30001082554FALSEP10Yxbrli:sharesiso4217:USDiso4217:USDxbrli:sharesuthr:investmentutr:acreuthr:buildinguthr:extensionuthr:planxbrli:pureuthr:agreementuthr:trancheuthr:segmentuthr:petition00010825542025-01-012025-09-3000010825542025-10-2200010825542025-09-3000010825542024-12-3100010825542025-07-012025-09-3000010825542024-07-012024-09-3000010825542024-01-012024-09-300001082554us-gaap:CommonStockMember2025-06-300001082554us-gaap:AdditionalPaidInCapitalMember2025-06-300001082554us-gaap:AccumulatedOtherComprehensiveIncomeMember2025-06-300001082554us-gaap:TreasuryStockCommonMember2025-06-300001082554us-gaap:RetainedEarningsMember2025-06-3000010825542025-06-300001082554us-gaap:RetainedEarningsMember2025-07-012025-09-300001082554us-gaap:AccumulatedOtherComprehensiveIncomeMember2025-07-012025-09-300001082554us-gaap:AdditionalPaidInCapitalMember2025-07-012025-09-300001082554us-gaap:TreasuryStockCommonMember2025-07-012025-09-300001082554us-gaap:CommonStockMember2025-07-012025-09-300001082554us-gaap:CommonStockMember2025-09-300001082554us-gaap:AdditionalPaidInCapitalMember2025-09-300001082554us-gaap:AccumulatedOtherComprehensiveIncomeMember2025-09-300001082554us-gaap:TreasuryStockCommonMember2025-09-300001082554us-gaap:RetainedEarningsMember2025-09-300001082554us-gaap:CommonStockMember2024-06-300001082554us-gaap:AdditionalPaidInCapitalMember2024-06-300001082554us-gaap:AccumulatedOtherComprehensiveIncomeMember2024-06-300001082554us-gaap:TreasuryStockCommonMember2024-06-300001082554us-gaap:RetainedEarningsMember2024-06-3000010825542024-06-300001082554us-gaap:RetainedEarningsMember2024-07-012024-09-300001082554us-gaap:AccumulatedOtherComprehensiveIncomeMember2024-07-012024-09-300001082554us-gaap:AdditionalPaidInCapitalMember2024-07-012024-09-300001082554us-gaap:TreasuryStockCommonMember2024-07-012024-09-300001082554us-gaap:CommonStockMember2024-07-012024-09-300001082554us-gaap:CommonStockMember2024-09-300001082554us-gaap:AdditionalPaidInCapitalMember2024-09-300001082554us-gaap:AccumulatedOtherComprehensiveIncomeMember2024-09-300001082554us-gaap:TreasuryStockCommonMember2024-09-300001082554us-gaap:RetainedEarningsMember2024-09-3000010825542024-09-300001082554us-gaap:CommonStockMember2024-12-310001082554us-gaap:AdditionalPaidInCapitalMember2024-12-310001082554us-gaap:AccumulatedOtherComprehensiveIncomeMember2024-12-310001082554us-gaap:TreasuryStockCommonMember2024-12-310001082554us-gaap:RetainedEarningsMember2024-12-310001082554us-gaap:RetainedEarningsMember2025-01-012025-09-300001082554us-gaap:AccumulatedOtherComprehensiveIncomeMember2025-01-012025-09-300001082554us-gaap:AdditionalPaidInCapitalMember2025-01-012025-09-300001082554us-gaap:TreasuryStockCommonMember2025-01-012025-09-300001082554us-gaap:CommonStockMember2025-01-012025-09-300001082554us-gaap:CommonStockMember2023-12-310001082554us-gaap:AdditionalPaidInCapitalMember2023-12-310001082554us-gaap:AccumulatedOtherComprehensiveIncomeMember2023-12-310001082554us-gaap:TreasuryStockCommonMember2023-12-310001082554us-gaap:RetainedEarningsMember2023-12-3100010825542023-12-310001082554us-gaap:RetainedEarningsMember2024-01-012024-09-300001082554us-gaap:AccumulatedOtherComprehensiveIncomeMember2024-01-012024-09-300001082554us-gaap:AdditionalPaidInCapitalMember2024-01-012024-09-300001082554us-gaap:TreasuryStockCommonMember2024-01-012024-09-300001082554us-gaap:CommonStockMember2024-01-012024-09-300001082554us-gaap:USTreasuryAndGovernmentMember2025-09-300001082554us-gaap:CorporateDebtSecuritiesMember2025-09-300001082554us-gaap:CashAndCashEquivalentsMember2025-09-300001082554uthr:MarketableSecuritiesCurrentMember2025-09-300001082554uthr:MarketableSecuritiesNoncurrentMember2025-09-300001082554us-gaap:USTreasuryAndGovernmentMember2024-12-310001082554us-gaap:CorporateDebtSecuritiesMember2024-12-310001082554us-gaap:CashAndCashEquivalentsMember2024-12-310001082554uthr:MarketableSecuritiesCurrentMember2024-12-310001082554uthr:MarketableSecuritiesNoncurrentMember2024-12-310001082554uthr:PrivatelyHeldCompaniesMember2025-09-300001082554uthr:PrivatelyHeldCompaniesMember2024-12-310001082554uthr:PrivatelyHeldCompaniesMember2025-01-012025-09-300001082554uthr:PrivatelyHeldCompaniesMember2025-07-012025-09-300001082554uthr:PrivatelyHeldCompaniesMember2024-07-012024-09-300001082554uthr:PrivatelyHeldCompaniesMember2024-01-012024-09-300001082554us-gaap:FairValueMeasurementsRecurringMemberus-gaap:MoneyMarketFundsMemberus-gaap:FairValueInputsLevel1Member2025-09-300001082554us-gaap:FairValueMeasurementsRecurringMemberus-gaap:MoneyMarketFundsMemberus-gaap:FairValueInputsLevel2Member2025-09-300001082554us-gaap:FairValueMeasurementsRecurringMemberus-gaap:MoneyMarketFundsMemberus-gaap:FairValueInputsLevel3Member2025-09-300001082554us-gaap:EstimateOfFairValueFairValueDisclosureMemberus-gaap:FairValueMeasurementsRecurringMemberus-gaap:MoneyMarketFundsMember2025-09-300001082554us-gaap:FairValueMeasurementsRecurringMemberus-gaap:BankTimeDepositsMemberus-gaap:FairValueInputsLevel1Member2025-09-300001082554us-gaap:FairValueMeasurementsRecurringMemberus-gaap:BankTimeDepositsMemberus-gaap:FairValueInputsLevel2Member2025-09-300001082554us-gaap:FairValueMeasurementsRecurringMemberus-gaap:BankTimeDepositsMemberus-gaap:FairValueInputsLevel3Member2025-09-300001082554us-gaap:EstimateOfFairValueFairValueDisclosureMemberus-gaap:FairValueMeasurementsRecurringMemberus-gaap:BankTimeDepositsMember2025-09-300001082554us-gaap:FairValueMeasurementsRecurringMemberus-gaap:USTreasuryAndGovernmentMemberus-gaap:FairValueInputsLevel1Member2025-09-300001082554us-gaap:FairValueMeasurementsRecurringMemberus-gaap:USTreasuryAndGovernmentMemberus-gaap:FairValueInputsLevel2Member2025-09-300001082554us-gaap:FairValueMeasurementsRecurringMemberus-gaap:USTreasuryAndGovernmentMemberus-gaap:FairValueInputsLevel3Member2025-09-300001082554us-gaap:EstimateOfFairValueFairValueDisclosureMemberus-gaap:FairValueMeasurementsRecurringMemberus-gaap:USTreasuryAndGovernmentMember2025-09-300001082554us-gaap:FairValueMeasurementsRecurringMemberus-gaap:CorporateDebtSecuritiesMemberus-gaap:FairValueInputsLevel1Member2025-09-300001082554us-gaap:FairValueMeasurementsRecurringMemberus-gaap:CorporateDebtSecuritiesMemberus-gaap:FairValueInputsLevel2Member2025-09-300001082554us-gaap:FairValueMeasurementsRecurringMemberus-gaap:CorporateDebtSecuritiesMemberus-gaap:FairValueInputsLevel3Member2025-09-300001082554us-gaap:EstimateOfFairValueFairValueDisclosureMemberus-gaap:FairValueMeasurementsRecurringMemberus-gaap:CorporateDebtSecuritiesMember2025-09-300001082554us-gaap:FairValueMeasurementsRecurringMemberus-gaap:EquitySecuritiesMemberus-gaap:FairValueInputsLevel1Member2025-09-300001082554us-gaap:FairValueMeasurementsRecurringMemberus-gaap:EquitySecuritiesMemberus-gaap:FairValueInputsLevel2Member2025-09-300001082554us-gaap:FairValueMeasurementsRecurringMemberus-gaap:EquitySecuritiesMemberus-gaap:FairValueInputsLevel3Member2025-09-300001082554us-gaap:EstimateOfFairValueFairValueDisclosureMemberus-gaap:FairValueMeasurementsRecurringMemberus-gaap:EquitySecuritiesMember2025-09-300001082554us-gaap:FairValueMeasurementsRecurringMemberus-gaap:FairValueInputsLevel1Member2025-09-300001082554us-gaap:FairValueMeasurementsRecurringMemberus-gaap:FairValueInputsLevel2Member2025-09-300001082554us-gaap:FairValueMeasurementsRecurringMemberus-gaap:FairValueInputsLevel3Member2025-09-300001082554us-gaap:EstimateOfFairValueFairValueDisclosureMemberus-gaap:FairValueMeasurementsRecurringMember2025-09-300001082554us-gaap:FairValueMeasurementsRecurringMemberus-gaap:MoneyMarketFundsMemberus-gaap:FairValueInputsLevel1Member2024-12-310001082554us-gaap:FairValueMeasurementsRecurringMemberus-gaap:MoneyMarketFundsMemberus-gaap:FairValueInputsLevel2Member2024-12-310001082554us-gaap:FairValueMeasurementsRecurringMemberus-gaap:MoneyMarketFundsMemberus-gaap:FairValueInputsLevel3Member2024-12-310001082554us-gaap:EstimateOfFairValueFairValueDisclosureMemberus-gaap:FairValueMeasurementsRecurringMemberus-gaap:MoneyMarketFundsMember2024-12-310001082554us-gaap:FairValueMeasurementsRecurringMemberus-gaap:BankTimeDepositsMemberus-gaap:FairValueInputsLevel1Member2024-12-310001082554us-gaap:FairValueMeasurementsRecurringMemberus-gaap:BankTimeDepositsMemberus-gaap:FairValueInputsLevel2Member2024-12-310001082554us-gaap:FairValueMeasurementsRecurringMemberus-gaap:BankTimeDepositsMemberus-gaap:FairValueInputsLevel3Member2024-12-310001082554us-gaap:EstimateOfFairValueFairValueDisclosureMemberus-gaap:FairValueMeasurementsRecurringMemberus-gaap:BankTimeDepositsMember2024-12-310001082554us-gaap:FairValueMeasurementsRecurringMemberus-gaap:USTreasuryAndGovernmentMemberus-gaap:FairValueInputsLevel1Member2024-12-310001082554us-gaap:FairValueMeasurementsRecurringMemberus-gaap:USTreasuryAndGovernmentMemberus-gaap:FairValueInputsLevel2Member2024-12-310001082554us-gaap:FairValueMeasurementsRecurringMemberus-gaap:USTreasuryAndGovernmentMemberus-gaap:FairValueInputsLevel3Member2024-12-310001082554us-gaap:EstimateOfFairValueFairValueDisclosureMemberus-gaap:FairValueMeasurementsRecurringMemberus-gaap:USTreasuryAndGovernmentMember2024-12-310001082554us-gaap:FairValueMeasurementsRecurringMemberus-gaap:CorporateDebtSecuritiesMemberus-gaap:FairValueInputsLevel1Member2024-12-310001082554us-gaap:FairValueMeasurementsRecurringMemberus-gaap:CorporateDebtSecuritiesMemberus-gaap:FairValueInputsLevel2Member2024-12-310001082554us-gaap:FairValueMeasurementsRecurringMemberus-gaap:CorporateDebtSecuritiesMemberus-gaap:FairValueInputsLevel3Member2024-12-310001082554us-gaap:EstimateOfFairValueFairValueDisclosureMemberus-gaap:FairValueMeasurementsRecurringMemberus-gaap:CorporateDebtSecuritiesMember2024-12-310001082554us-gaap:FairValueMeasurementsRecurringMemberus-gaap:EquitySecuritiesMemberus-gaap:FairValueInputsLevel1Member2024-12-310001082554us-gaap:FairValueMeasurementsRecurringMemberus-gaap:EquitySecuritiesMemberus-gaap:FairValueInputsLevel2Member2024-12-310001082554us-gaap:FairValueMeasurementsRecurringMemberus-gaap:EquitySecuritiesMemberus-gaap:FairValueInputsLevel3Member2024-12-310001082554us-gaap:EstimateOfFairValueFairValueDisclosureMemberus-gaap:FairValueMeasurementsRecurringMemberus-gaap:EquitySecuritiesMember2024-12-310001082554us-gaap:FairValueMeasurementsRecurringMemberus-gaap:FairValueInputsLevel1Member2024-12-310001082554us-gaap:FairValueMeasurementsRecurringMemberus-gaap:FairValueInputsLevel2Member2024-12-310001082554us-gaap:FairValueMeasurementsRecurringMemberus-gaap:FairValueInputsLevel3Member2024-12-310001082554us-gaap:EstimateOfFairValueFairValueDisclosureMemberus-gaap:FairValueMeasurementsRecurringMember2024-12-310001082554us-gaap:OtherNonoperatingIncomeExpenseMemberus-gaap:FairValueMeasurementsRecurringMember2025-07-012025-09-300001082554us-gaap:OtherNonoperatingIncomeExpenseMemberus-gaap:FairValueMeasurementsRecurringMember2025-01-012025-09-300001082554us-gaap:OtherNonoperatingIncomeExpenseMemberus-gaap:FairValueMeasurementsRecurringMember2024-07-012024-09-300001082554us-gaap:OtherNonoperatingIncomeExpenseMemberus-gaap:FairValueMeasurementsRecurringMember2024-01-012024-09-300001082554us-gaap:LandAndLandImprovementsMember2025-09-300001082554us-gaap:LandAndLandImprovementsMember2024-12-310001082554uthr:BuildingsBuildingImprovementsAndLeaseholdImprovementsMember2025-09-300001082554uthr:BuildingsBuildingImprovementsAndLeaseholdImprovementsMember2024-12-310001082554us-gaap:ConstructionInProgressMember2025-09-300001082554us-gaap:ConstructionInProgressMember2024-12-310001082554uthr:FurnitureEquipmentAndVehiclesMember2025-09-300001082554uthr:FurnitureEquipmentAndVehiclesMember2024-12-310001082554uthr:ResearchTriangleParkMember2025-07-310001082554uthr:ResearchTriangleParkMember2025-07-012025-07-310001082554uthr:A2025CreditAgreementMember2025-04-300001082554uthr:A2025CreditAgreementMember2025-04-012025-04-300001082554uthr:A2025CreditAgreementMember2025-04-252025-04-250001082554uthr:A2025CreditAgreementMember2025-04-012025-06-300001082554uthr:A2025CreditAgreementMember2025-09-300001082554uthr:CreditAgreement2022FirstUnsecuredRevolvingCreditFacilityMember2022-03-310001082554uthr:CreditAgreement2022SecondUnsecuredRevolvingCreditFacilityMember2022-03-310001082554uthr:CreditAgreement2022Member2024-12-310001082554uthr:CreditAgreement2022Member2025-01-012025-03-310001082554uthr:CreditAgreement2022Member2025-03-310001082554uthr:StockIncentivePlan2015PlanMember2025-09-300001082554uthr:StockIncentivePlan2015PlanMember2025-06-012025-06-300001082554uthr:InducementStockIncentivePlan2019Memberuthr:NewlyHiredEmployeesMember2025-09-300001082554uthr:InducementStockIncentivePlan2019Memberuthr:NewlyHiredEmployeesMember2019-02-012019-02-280001082554us-gaap:EmployeeStockOptionMember2025-07-012025-09-300001082554us-gaap:EmployeeStockOptionMember2024-07-012024-09-300001082554us-gaap:EmployeeStockOptionMember2025-01-012025-09-300001082554us-gaap:EmployeeStockOptionMember2024-01-012024-09-300001082554us-gaap:RestrictedStockUnitsRSUMember2025-07-012025-09-300001082554us-gaap:RestrictedStockUnitsRSUMember2024-07-012024-09-300001082554us-gaap:RestrictedStockUnitsRSUMember2025-01-012025-09-300001082554us-gaap:RestrictedStockUnitsRSUMember2024-01-012024-09-300001082554uthr:ShareTrackingAwardsPlanMember2025-07-012025-09-300001082554uthr:ShareTrackingAwardsPlanMember2024-07-012024-09-300001082554uthr:ShareTrackingAwardsPlanMember2025-01-012025-09-300001082554uthr:ShareTrackingAwardsPlanMember2024-01-012024-09-300001082554us-gaap:EmployeeStockMember2025-07-012025-09-300001082554us-gaap:EmployeeStockMember2024-07-012024-09-300001082554us-gaap:EmployeeStockMember2025-01-012025-09-300001082554us-gaap:EmployeeStockMember2024-01-012024-09-300001082554uthr:ShareBasedPaymentArrangementOptionWithPerformanceConditionsMember2025-01-012025-09-300001082554uthr:ShareBasedPaymentArrangementOptionWithPerformanceConditionsMember2024-01-012024-09-300001082554uthr:ShareBasedPaymentArrangementOptionWithPerformanceConditionsMember2025-07-012025-09-300001082554uthr:ShareBasedPaymentArrangementOptionWithPerformanceConditionsMember2024-07-012024-09-300001082554us-gaap:EmployeeStockOptionMember2024-12-310001082554us-gaap:EmployeeStockOptionMember2025-09-300001082554us-gaap:CostOfSalesMemberus-gaap:EmployeeStockOptionMember2025-07-012025-09-300001082554us-gaap:CostOfSalesMemberus-gaap:EmployeeStockOptionMember2024-07-012024-09-300001082554us-gaap:CostOfSalesMemberus-gaap:EmployeeStockOptionMember2025-01-012025-09-300001082554us-gaap:CostOfSalesMemberus-gaap:EmployeeStockOptionMember2024-01-012024-09-300001082554us-gaap:ResearchAndDevelopmentExpenseMemberus-gaap:EmployeeStockOptionMember2025-07-012025-09-300001082554us-gaap:ResearchAndDevelopmentExpenseMemberus-gaap:EmployeeStockOptionMember2024-07-012024-09-300001082554us-gaap:ResearchAndDevelopmentExpenseMemberus-gaap:EmployeeStockOptionMember2025-01-012025-09-300001082554us-gaap:ResearchAndDevelopmentExpenseMemberus-gaap:EmployeeStockOptionMember2024-01-012024-09-300001082554us-gaap:SellingGeneralAndAdministrativeExpensesMemberus-gaap:EmployeeStockOptionMember2025-07-012025-09-300001082554us-gaap:SellingGeneralAndAdministrativeExpensesMemberus-gaap:EmployeeStockOptionMember2024-07-012024-09-300001082554us-gaap:SellingGeneralAndAdministrativeExpensesMemberus-gaap:EmployeeStockOptionMember2025-01-012025-09-300001082554us-gaap:SellingGeneralAndAdministrativeExpensesMemberus-gaap:EmployeeStockOptionMember2024-01-012024-09-300001082554us-gaap:RestrictedStockUnitsRSUMember2025-09-300001082554uthr:ExecutivesMemberuthr:RestrictedStockUnitsRSUsWithPerformanceConditionsMember2025-01-012025-09-300001082554uthr:ExecutivesMemberuthr:RestrictedStockUnitsRSUsWithPerformanceConditionsMember2024-01-012024-09-300001082554uthr:EmployeesMemberuthr:RestrictedStockUnitsRSUsWithPerformanceConditionsMember2025-01-012025-09-300001082554uthr:RestrictedStockUnitsRSUsWithPerformanceConditionsMember2025-07-012025-09-300001082554uthr:RestrictedStockUnitsRSUsWithPerformanceConditionsMember2025-01-012025-09-300001082554uthr:RestrictedStockUnitsRSUsWithPerformanceConditionsMember2024-07-012024-09-300001082554uthr:RestrictedStockUnitsRSUsWithPerformanceConditionsMember2024-01-012024-09-300001082554us-gaap:RestrictedStockUnitsRSUMember2024-12-310001082554us-gaap:CostOfSalesMemberus-gaap:RestrictedStockUnitsRSUMember2025-07-012025-09-300001082554us-gaap:CostOfSalesMemberus-gaap:RestrictedStockUnitsRSUMember2024-07-012024-09-300001082554us-gaap:CostOfSalesMemberus-gaap:RestrictedStockUnitsRSUMember2025-01-012025-09-300001082554us-gaap:CostOfSalesMemberus-gaap:RestrictedStockUnitsRSUMember2024-01-012024-09-300001082554us-gaap:ResearchAndDevelopmentExpenseMemberus-gaap:RestrictedStockUnitsRSUMember2025-07-012025-09-300001082554us-gaap:ResearchAndDevelopmentExpenseMemberus-gaap:RestrictedStockUnitsRSUMember2024-07-012024-09-300001082554us-gaap:ResearchAndDevelopmentExpenseMemberus-gaap:RestrictedStockUnitsRSUMember2025-01-012025-09-300001082554us-gaap:ResearchAndDevelopmentExpenseMemberus-gaap:RestrictedStockUnitsRSUMember2024-01-012024-09-300001082554us-gaap:SellingGeneralAndAdministrativeExpensesMemberus-gaap:RestrictedStockUnitsRSUMember2025-07-012025-09-300001082554us-gaap:SellingGeneralAndAdministrativeExpensesMemberus-gaap:RestrictedStockUnitsRSUMember2024-07-012024-09-300001082554us-gaap:SellingGeneralAndAdministrativeExpensesMemberus-gaap:RestrictedStockUnitsRSUMember2025-01-012025-09-300001082554us-gaap:SellingGeneralAndAdministrativeExpensesMemberus-gaap:RestrictedStockUnitsRSUMember2024-01-012024-09-300001082554us-gaap:CostOfSalesMemberuthr:ShareTrackingAwardsPlanMember2025-07-012025-09-300001082554us-gaap:CostOfSalesMemberuthr:ShareTrackingAwardsPlanMember2024-07-012024-09-300001082554us-gaap:CostOfSalesMemberuthr:ShareTrackingAwardsPlanMember2025-01-012025-09-300001082554us-gaap:CostOfSalesMemberuthr:ShareTrackingAwardsPlanMember2024-01-012024-09-300001082554us-gaap:ResearchAndDevelopmentExpenseMemberuthr:ShareTrackingAwardsPlanMember2025-07-012025-09-300001082554us-gaap:ResearchAndDevelopmentExpenseMemberuthr:ShareTrackingAwardsPlanMember2024-07-012024-09-300001082554us-gaap:ResearchAndDevelopmentExpenseMemberuthr:ShareTrackingAwardsPlanMember2025-01-012025-09-300001082554us-gaap:ResearchAndDevelopmentExpenseMemberuthr:ShareTrackingAwardsPlanMember2024-01-012024-09-300001082554us-gaap:SellingGeneralAndAdministrativeExpensesMemberuthr:ShareTrackingAwardsPlanMember2025-07-012025-09-300001082554us-gaap:SellingGeneralAndAdministrativeExpensesMemberuthr:ShareTrackingAwardsPlanMember2024-07-012024-09-300001082554us-gaap:SellingGeneralAndAdministrativeExpensesMemberuthr:ShareTrackingAwardsPlanMember2025-01-012025-09-300001082554us-gaap:SellingGeneralAndAdministrativeExpensesMemberuthr:ShareTrackingAwardsPlanMember2024-01-012024-09-300001082554us-gaap:EmployeeStockMember2025-09-300001082554uthr:A2025ShareRepurchaseProgramMember2025-07-310001082554uthr:A2025AcceleratedShareRepurchaseAgreementsMember2025-08-010001082554uthr:AcceleratedShareRepurchaseAgreementUncollaredAgreementMember2025-08-010001082554uthr:AcceleratedShareRepurchaseAgreementCollaredAgreementMember2025-08-010001082554uthr:A2025AcceleratedShareRepurchaseAgreementsMember2025-08-042025-08-040001082554uthr:AcceleratedShareRepurchaseAgreementUncollaredAgreementMember2025-08-042025-08-040001082554uthr:AcceleratedShareRepurchaseAgreementUncollaredAgreementMember2025-08-040001082554uthr:AcceleratedShareRepurchaseAgreementCollaredAgreementMember2025-08-042025-08-040001082554uthr:AcceleratedShareRepurchaseAgreementCollaredAgreementMember2025-08-040001082554uthr:AcceleratedShareRepurchaseAgreementCollaredAgreementMember2025-08-252025-08-250001082554uthr:A2025AcceleratedShareRepurchaseAgreementsMember2025-09-300001082554uthr:A2024ShareRepurchaseProgramMember2024-03-310001082554uthr:A2024AcceleratedShareRepurchaseAgreementMember2024-03-250001082554uthr:A2024AcceleratedShareRepurchaseAgreementMember2024-03-272024-03-270001082554uthr:A2024AcceleratedShareRepurchaseAgreementMember2024-03-270001082554uthr:A2024AcceleratedShareRepurchaseAgreementMember2024-03-252024-03-250001082554uthr:AcceleratedShareRepurchaseAgreementTrancheOneMember2024-03-272024-03-270001082554uthr:AcceleratedShareRepurchaseAgreementTrancheTwoMember2024-03-272024-03-270001082554uthr:AcceleratedShareRepurchaseAgreementTrancheOneMember2024-06-300001082554uthr:AcceleratedShareRepurchaseAgreementTrancheOneMember2024-06-012024-06-300001082554uthr:AcceleratedShareRepurchaseAgreementTrancheTwoMember2024-09-300001082554uthr:AcceleratedShareRepurchaseAgreementTrancheTwoMember2024-09-012024-09-300001082554uthr:A2024AcceleratedShareRepurchaseAgreementMember2024-03-252024-09-300001082554uthr:A2024AcceleratedShareRepurchaseAgreementMember2025-04-012025-06-300001082554uthr:TyvasoDPIMember2025-07-012025-09-300001082554uthr:NebulizedTyvasoMember2025-07-012025-09-300001082554uthr:RemodulinMember2025-07-012025-09-300001082554uthr:OrenitramMember2025-07-012025-09-300001082554uthr:UnituxinMember2025-07-012025-09-300001082554uthr:AdcircaMember2025-07-012025-09-300001082554us-gaap:ProductAndServiceOtherMember2025-07-012025-09-300001082554uthr:TyvasoDPIMember2024-07-012024-09-300001082554uthr:NebulizedTyvasoMember2024-07-012024-09-300001082554uthr:RemodulinMember2024-07-012024-09-300001082554uthr:OrenitramMember2024-07-012024-09-300001082554uthr:UnituxinMember2024-07-012024-09-300001082554uthr:AdcircaMember2024-07-012024-09-300001082554us-gaap:ProductAndServiceOtherMember2024-07-012024-09-300001082554uthr:TyvasoDPIMember2025-01-012025-09-300001082554uthr:NebulizedTyvasoMember2025-01-012025-09-300001082554uthr:RemodulinMember2025-01-012025-09-300001082554uthr:OrenitramMember2025-01-012025-09-300001082554uthr:UnituxinMember2025-01-012025-09-300001082554uthr:AdcircaMember2025-01-012025-09-300001082554us-gaap:ProductAndServiceOtherMember2025-01-012025-09-300001082554uthr:TyvasoDPIMember2024-01-012024-09-300001082554uthr:NebulizedTyvasoMember2024-01-012024-09-300001082554uthr:RemodulinMember2024-01-012024-09-300001082554uthr:OrenitramMember2024-01-012024-09-300001082554uthr:UnituxinMember2024-01-012024-09-300001082554uthr:AdcircaMember2024-01-012024-09-300001082554us-gaap:ProductAndServiceOtherMember2024-01-012024-09-300001082554uthr:TyvasoDPIMembercountry:US2025-07-012025-09-300001082554uthr:TyvasoDPIMemberus-gaap:NonUsMember2025-07-012025-09-300001082554uthr:TyvasoDPIMembercountry:US2024-07-012024-09-300001082554uthr:TyvasoDPIMemberus-gaap:NonUsMember2024-07-012024-09-300001082554uthr:NebulizedTyvasoMembercountry:US2025-07-012025-09-300001082554uthr:NebulizedTyvasoMemberus-gaap:NonUsMember2025-07-012025-09-300001082554uthr:NebulizedTyvasoMembercountry:US2024-07-012024-09-300001082554uthr:NebulizedTyvasoMemberus-gaap:NonUsMember2024-07-012024-09-300001082554uthr:TyvasoMembercountry:US2025-07-012025-09-300001082554uthr:TyvasoMemberus-gaap:NonUsMember2025-07-012025-09-300001082554uthr:TyvasoMember2025-07-012025-09-300001082554uthr:TyvasoMembercountry:US2024-07-012024-09-300001082554uthr:TyvasoMemberus-gaap:NonUsMember2024-07-012024-09-300001082554uthr:TyvasoMember2024-07-012024-09-300001082554uthr:RemodulinMembercountry:US2025-07-012025-09-300001082554uthr:RemodulinMemberus-gaap:NonUsMember2025-07-012025-09-300001082554uthr:RemodulinMembercountry:US2024-07-012024-09-300001082554uthr:RemodulinMemberus-gaap:NonUsMember2024-07-012024-09-300001082554uthr:OrenitramMembercountry:US2025-07-012025-09-300001082554uthr:OrenitramMemberus-gaap:NonUsMember2025-07-012025-09-300001082554uthr:OrenitramMembercountry:US2024-07-012024-09-300001082554uthr:OrenitramMemberus-gaap:NonUsMember2024-07-012024-09-300001082554uthr:UnituxinMembercountry:US2025-07-012025-09-300001082554uthr:UnituxinMemberus-gaap:NonUsMember2025-07-012025-09-300001082554uthr:UnituxinMembercountry:US2024-07-012024-09-300001082554uthr:UnituxinMemberus-gaap:NonUsMember2024-07-012024-09-300001082554uthr:AdcircaMembercountry:US2025-07-012025-09-300001082554uthr:AdcircaMemberus-gaap:NonUsMember2025-07-012025-09-300001082554uthr:AdcircaMembercountry:US2024-07-012024-09-300001082554uthr:AdcircaMemberus-gaap:NonUsMember2024-07-012024-09-300001082554us-gaap:ProductAndServiceOtherMembercountry:US2025-07-012025-09-300001082554us-gaap:ProductAndServiceOtherMemberus-gaap:NonUsMember2025-07-012025-09-300001082554us-gaap:ProductAndServiceOtherMembercountry:US2024-07-012024-09-300001082554us-gaap:ProductAndServiceOtherMemberus-gaap:NonUsMember2024-07-012024-09-300001082554country:US2025-07-012025-09-300001082554us-gaap:NonUsMember2025-07-012025-09-300001082554country:US2024-07-012024-09-300001082554us-gaap:NonUsMember2024-07-012024-09-300001082554uthr:TyvasoDPIMembercountry:US2025-01-012025-09-300001082554uthr:TyvasoDPIMemberus-gaap:NonUsMember2025-01-012025-09-300001082554uthr:TyvasoDPIMembercountry:US2024-01-012024-09-300001082554uthr:TyvasoDPIMemberus-gaap:NonUsMember2024-01-012024-09-300001082554uthr:NebulizedTyvasoMembercountry:US2025-01-012025-09-300001082554uthr:NebulizedTyvasoMemberus-gaap:NonUsMember2025-01-012025-09-300001082554uthr:NebulizedTyvasoMembercountry:US2024-01-012024-09-300001082554uthr:NebulizedTyvasoMemberus-gaap:NonUsMember2024-01-012024-09-300001082554uthr:TyvasoMembercountry:US2025-01-012025-09-300001082554uthr:TyvasoMemberus-gaap:NonUsMember2025-01-012025-09-300001082554uthr:TyvasoMember2025-01-012025-09-300001082554uthr:TyvasoMembercountry:US2024-01-012024-09-300001082554uthr:TyvasoMemberus-gaap:NonUsMember2024-01-012024-09-300001082554uthr:TyvasoMember2024-01-012024-09-300001082554uthr:RemodulinMembercountry:US2025-01-012025-09-300001082554uthr:RemodulinMemberus-gaap:NonUsMember2025-01-012025-09-300001082554uthr:RemodulinMembercountry:US2024-01-012024-09-300001082554uthr:RemodulinMemberus-gaap:NonUsMember2024-01-012024-09-300001082554uthr:OrenitramMembercountry:US2025-01-012025-09-300001082554uthr:OrenitramMemberus-gaap:NonUsMember2025-01-012025-09-300001082554uthr:OrenitramMembercountry:US2024-01-012024-09-300001082554uthr:OrenitramMemberus-gaap:NonUsMember2024-01-012024-09-300001082554uthr:UnituxinMembercountry:US2025-01-012025-09-300001082554uthr:UnituxinMemberus-gaap:NonUsMember2025-01-012025-09-300001082554uthr:UnituxinMembercountry:US2024-01-012024-09-300001082554uthr:UnituxinMemberus-gaap:NonUsMember2024-01-012024-09-300001082554uthr:AdcircaMembercountry:US2025-01-012025-09-300001082554uthr:AdcircaMemberus-gaap:NonUsMember2025-01-012025-09-300001082554uthr:AdcircaMembercountry:US2024-01-012024-09-300001082554uthr:AdcircaMemberus-gaap:NonUsMember2024-01-012024-09-300001082554us-gaap:ProductAndServiceOtherMembercountry:US2025-01-012025-09-300001082554us-gaap:ProductAndServiceOtherMemberus-gaap:NonUsMember2025-01-012025-09-300001082554us-gaap:ProductAndServiceOtherMembercountry:US2024-01-012024-09-300001082554us-gaap:ProductAndServiceOtherMemberus-gaap:NonUsMember2024-01-012024-09-300001082554country:US2025-01-012025-09-300001082554us-gaap:NonUsMember2025-01-012025-09-300001082554country:US2024-01-012024-09-300001082554us-gaap:NonUsMember2024-01-012024-09-300001082554uthr:DistributorOneMemberus-gaap:CustomerConcentrationRiskMemberus-gaap:RevenueFromContractWithCustomerMember2025-07-012025-09-300001082554uthr:DistributorOneMemberus-gaap:CustomerConcentrationRiskMemberus-gaap:RevenueFromContractWithCustomerMember2024-07-012024-09-300001082554uthr:DistributorOneMemberus-gaap:CustomerConcentrationRiskMemberus-gaap:RevenueFromContractWithCustomerMember2025-01-012025-09-300001082554uthr:DistributorOneMemberus-gaap:CustomerConcentrationRiskMemberus-gaap:RevenueFromContractWithCustomerMember2024-01-012024-09-300001082554uthr:DistributorTwoMemberus-gaap:CustomerConcentrationRiskMemberus-gaap:RevenueFromContractWithCustomerMember2025-07-012025-09-300001082554uthr:DistributorTwoMemberus-gaap:CustomerConcentrationRiskMemberus-gaap:RevenueFromContractWithCustomerMember2024-07-012024-09-300001082554uthr:DistributorTwoMemberus-gaap:CustomerConcentrationRiskMemberus-gaap:RevenueFromContractWithCustomerMember2025-01-012025-09-300001082554uthr:DistributorTwoMemberus-gaap:CustomerConcentrationRiskMemberus-gaap:RevenueFromContractWithCustomerMember2024-01-012024-09-300001082554uthr:SandozIncMemberuthr:SmithsMedicalASDIncMember2020-11-012020-11-300001082554uthr:SandozIncMember2024-11-012024-11-010001082554uthr:SandozIncMember2024-12-310001082554uthr:SandozIncMember2025-01-012025-09-300001082554uthr:LiquidiaTechnologiesInc.Member2020-03-012020-03-310001082554uthr:JamesEdgemondMember2025-07-012025-09-300001082554uthr:JamesEdgemondMember2025-09-300001082554uthr:PaulMahonMember2025-07-012025-09-300001082554uthr:PaulMahonMember2025-09-300001082554uthr:JanMalcolmMember2025-07-012025-09-300001082554uthr:JanMalcolmMember2025-09-300001082554uthr:ChristopherCauseyMember2025-07-012025-09-300001082554uthr:ChristopherCauseyMember2025-09-30

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q

(Mark One)

☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934.

For the quarterly period ended September 30, 2025

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934.

For the transition period from to

Commission file number 0-26301

United Therapeutics Corporation

(Exact Name of Registrant as Specified in Its Charter)


Delaware						52-1984749
(State or Other Jurisdiction of						(I.R.S. Employer
Incorporation or Organization)						Identification No.)
1000 Spring Street, Silver Spring, MD						20910
(Address of Principal Executive Offices)						(Zip Code)

(301) 608-9292

(Registrant’s Telephone Number, Including Area Code)

(Former Name, Former Address and Former Fiscal Year, If Changed Since Last Report)

Securities registered pursuant to Section 12(b) of the Act:


Title of each class	Trading Symbol(s)	Name of exchange on which registered
Common Stock, par value $0.01 per share	UTHR	Nasdaq Global Select Market

Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act:


Large accelerated filer	☒	Accelerated filer	☐
Non-accelerated filer	☐	Smaller reporting company	☐
		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. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

The number of shares outstanding of the issuer’s common stock, par value $.01 per share, as of October 22, 2025 was 43,056,599.

Table of Contents

TABLE OF CONTENTS

INDEX


		Page

Part I	FINANCIAL INFORMATION (UNAUDITED)	3
Item 1.	Consolidated Financial Statements	3
	Consolidated Balance Sheets	3
	Consolidated Statements of Operations	4
	Consolidated Statements of Comprehensive Income	5
	Consolidated Statements of Stockholders’ Equity	6
	Consolidated Statements of Cash Flows	8
	Notes to Consolidated Financial Statements	9
Item 2.	Management's Discussion and Analysis of Financial Condition and Results of Operations	25
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	41
Item 4.	Controls and Procedures	41

Part II	OTHER INFORMATION	42
Item 1.	Legal Proceedings	42
Item 1A.	Risk Factors	42
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	56
Item 5.	Other Information	56
Item 6.	Exhibits	57

SIGNATURES		58


2			United Therapeutics, a public benefit corporation

Table of Contents

PART I. FINANCIAL INFORMATION

Item 1. Consolidated Financial Statements

Consolidated Balance Sheets
(In millions, except share and per share data)


	September 30, 2025		December 31, 2024
	(Unaudited)
Assets
Current assets:
Cash and cash equivalents	$	1,340.1	$	1,697.2
Marketable investments	1,427.5		1,569.8
Accounts receivable, no allowance for 2025 and 2024	297.7		279.3
Inventories, net	176.5		157.9
Other current assets	252.2		169.7
Total current assets	3,494.0		3,873.9
Marketable investments	1,567.3		1,475.3
Goodwill and other intangible assets, net	116.7		111.9
Property, plant, and equipment, net	1,555.6		1,222.4
Deferred tax assets, net	354.9		458.4
Other non-current assets	262.6		222.1
Total assets	$	7,351.1	$	7,364.0
Liabilities and Stockholders’ Equity
Current liabilities:
Accounts payable and accrued expenses	$	468.0	$	344.5
Line of credit	—		300.0
Other current liabilities	78.3		93.6
Total current liabilities	546.3		738.1

Other non-current liabilities	214.6		181.9
Total liabilities	760.9		920.0
Commitments and contingencies

Stockholders’ equity:
Preferred stock, par value $.01, 10,000,000 shares authorized, no shares issued	—		—

Common stock, par value $.01, 245,000,000 shares authorized, 75,708,024 and 74,997,896 shares issued, and 42,902,818 and 44,831,306 shares outstanding as of September 30, 2025 and December 31, 2024, respectively	0.8		0.8
Additional paid-in capital	2,658.7		2,698.9
Accumulated other comprehensive income (loss)	0.1		(3.4)
Treasury stock, 32,805,206 and 30,166,590 shares as of September 30, 2025 and December 31, 2024, respectively	(4,262.0)		(3,474.5)
Retained earnings	8,192.6		7,222.2
Total stockholders’ equity	6,590.2		6,444.0
Total liabilities and stockholders’ equity	$	7,351.1	$	7,364.0

See accompanying notes to consolidated financial statements.


Quarterly Report			3

Table of Contents

Part I. Financial Information

Consolidated Statements of Operations
(In millions, except per share data)


	Three Months Ended September 30,				Nine Months Ended September 30,
	2025		2024		2025		2024
	(Unaudited)				(Unaudited)



Total revenues	$	799.5	$	748.9	$	2,392.5	$	2,141.5
Operating expenses:
Cost of sales	100.9		83.1		281.0		233.8
Research and development	127.5		103.5		410.5		347.2
Selling, general, and administrative	182.6		219.2		565.2		541.2

Total operating expenses	411.0		405.8		1,256.7		1,122.2
Operating income	388.5		343.1		1,135.8		1,019.3
Interest income	46.4		49.8		148.8		149.8
Interest expense	(3.0)		(10.1)		(16.4)		(35.0)
Other income, net	6.1		5.8		1.7		8.4


Total other income, net	49.5		45.5		134.1		123.2
Income before income taxes	438.0		388.6		1,269.9		1,142.5
Income tax expense	(99.3)		(79.5)		(299.5)		(248.7)
Net income	$	338.7	$	309.1	$	970.4	$	893.8
Net income per common share:
Basic	$	7.73	$	6.93	$	21.76	$	19.73
Diluted	$	7.16	$	6.39	$	20.17	$	18.43
Weighted average number of common shares outstanding:
Basic	43.8		44.6		44.6		45.3
Diluted	47.3		48.4		48.1		48.5

See accompanying notes to consolidated financial statements.


4			United Therapeutics, a public benefit corporation

Table of Contents

Part I. Financial Information

Consolidated Statements of Comprehensive Income
(In millions)


	Three Months Ended September 30,				Nine Months Ended September 30,
	2025		2024		2025		2024
	(Unaudited)				(Unaudited)
Net income	$	338.7	$	309.1	$	970.4	$	893.8
Other comprehensive income:
Foreign currency translation loss included in net income	—		—		—		2.4
Defined benefit pension plan:

Actuarial loss arising during period, net of tax	(1.0)		—		(3.8)		(0.5)
Actuarial gain and prior service cost included in net periodic pension cost, net of tax	(0.6)		(1.1)		(1.4)		(3.4)
Total defined benefit pension plan, net of tax	(1.6)		(1.1)		(5.2)		(3.9)
Available-for-sale debt securities:
Unrealized gain arising during period, net of tax	1.9		23.4		9.5		20.6
Realized (gain) loss included in net income, net of tax	(0.2)		—		(0.8)		1.1
Total gain on available-for-sale debt securities, net of tax	1.7		23.4		8.7		21.7
Other comprehensive income, net of tax	0.1		22.3		3.5		20.2
Comprehensive income	$	338.8	$	331.4	$	973.9	$	914.0

During the three and nine months ended September 30, 2025, the tax (benefit) expense in other comprehensive income was $(0.2) million and $(0.3) million, respectively, for the defined benefit pension plan and $0.7 million and $2.9 million, respectively, for the available-for-sale debt securities.

During the three and nine months ended September 30, 2024, the tax (benefit) expense in other comprehensive income was $(0.1) million and $(0.3) million, respectively, for the defined benefit pension plan and $7.6 million and $7.0 million, respectively, for the available-for-sale debt securities.

See accompanying notes to consolidated financial statements.


Quarterly Report			5

Table of Contents

Part I. Financial Information

Consolidated Statements of Stockholders’ Equity

(In millions)


	Three Months Ended September 30, 2025
	(Unaudited)
	Common Stock			Additional Paid-in Capital		Accumulated Other Comprehensive Income (Loss)		Treasury Stock		Retained Earnings		Stockholders’ Equity
	Shares	Amount
Balance, July 1, 2025	75.4	$	0.8	$	2,793.4	$	—	$	(3,474.5)	$	7,853.9	$	7,173.6
Net income	—	—		—		—		—		338.7		338.7
Other comprehensive income, net of tax	—	—		—		0.1		—		—		0.1
Shares issued under employee stock purchase plan (ESPP)	—	—		4.3		—		—		—		4.3
Restricted stock units (RSUs) withheld for taxes	—	—		(0.5)		—		—		—		(0.5)

Share repurchase	—	—		(217.8)		—		(782.2)		—		(1,000.0)
Excise tax on net share repurchase	—	—		—		—		(5.3)		—		(5.3)

Exercise of stock options	0.3	—		40.2		—		—		—		40.2
Share-based compensation	—	—		39.1		—		—		—		39.1


Balance, September 30, 2025	75.7	$	0.8	$	2,658.7	$	0.1	$	(4,262.0)	$	8,192.6	$	6,590.2


	Three Months Ended September 30, 2024
	(Unaudited)
	Common Stock			Additional Paid-in Capital		Accumulated Other Comprehensive Income (Loss)		Treasury Stock		Retained Earnings		Stockholders’ Equity
	Shares	Amount
Balance, July 1, 2024	74.5	$	0.7	$	2,543.1	$	(14.9)	$	(3,443.5)	$	6,611.8	$	5,697.2
Net income	—	—		—		—		—		309.1		309.1
Other comprehensive income, net of tax	—	—		—		22.3		—		—		22.3
Shares issued under ESPP	—	—		3.8		—		—		—		3.8
RSUs withheld for taxes	—	—		(0.4)		—		—		—		(0.4)

Share repurchase	—	—		32.4		—		(32.4)		—		—
Excise tax on net share repurchase	—	—		—		—		0.6		—		0.6

Exercise of stock options	0.3	—		32.5		—		—		—		32.5
Share-based compensation	—	—		35.8		—		—		—		35.8


Balance, September 30, 2024	74.8	$	0.7	$	2,647.2	$	7.4	$	(3,475.3)	$	6,920.9	$	6,100.9


6			United Therapeutics, a public benefit corporation

Table of Contents

Part I. Financial Information


	Nine Months Ended September 30, 2025
	(Unaudited)
	Common Stock			Additional Paid-in Capital		Accumulated Other Comprehensive Income (Loss)		Treasury Stock		Retained Earnings		Stockholders’ Equity
	Shares	Amount
Balance, January 1, 2025	75.0	$	0.8	$	2,698.9	$	(3.4)	$	(3,474.5)	$	7,222.2	$	6,444.0
Net income	—	—		—		—		—		970.4		970.4
Other comprehensive income, net of tax	—	—		—		3.5		—		—		3.5
Shares issued under ESPP	—	—		9.2		—		—		—		9.2
RSUs withheld for taxes	—	—		(16.0)		—		—		—		(16.0)

Share repurchase	—	—		(217.8)		—		(782.2)		—		(1,000.0)
Excise tax on net share repurchase	—	—		—		—		(5.3)		—		(5.3)
Common stock issued for RSUs vested	0.1	—		—		—		—		—		—
Exercise of stock options	0.6	—		74.9		—		—		—		74.9
Share-based compensation	—	—		109.5		—		—		—		109.5


Balance, September 30, 2025	75.7	$	0.8	$	2,658.7	$	0.1	$	(4,262.0)	$	8,192.6	$	6,590.2


	Nine Months Ended September 30, 2024
	(Unaudited)
	Common Stock			Additional Paid-in Capital		Accumulated Other Comprehensive Income (Loss)		Treasury Stock		Retained Earnings		Stockholders’ Equity
	Shares	Amount
Balance, January 1, 2024	73.7	$	0.7	$	2,549.0	$	(12.8)	$	(2,579.2)	$	6,027.1	$	5,984.8
Net income	—	—		—		—		—		893.8		893.8
Other comprehensive income, net of tax	—	—		—		20.2		—		—		20.2
Shares issued under ESPP	—	—		7.7		—		—		—		7.7
RSUs withheld for taxes	—	—		(11.9)		—		—		—		(11.9)

Share repurchase	—	—		(109.7)		—		(890.3)		—		(1,000.0)
Excise tax on net share repurchase	—	—		—		—		(5.8)		—		(5.8)
Common stock issued for RSUs vested	0.1	—		—		—		—		—		—
Exercise of stock options	1.0	—		126.8		—		—		—		126.8
Share-based compensation	—	—		85.3		—		—		—		85.3


Balance, September 30, 2024	74.8	$	0.7	$	2,647.2	$	7.4	$	(3,475.3)	$	6,920.9	$	6,100.9

See accompanying notes to consolidated financial statements.


Quarterly Report			7

Table of Contents

Part I. Financial Information

Consolidated Statements of Cash Flows

(In millions)


	Nine Months Ended September 30,
	2025		2024
	(Unaudited)
Cash flows from operating activities:
Net income	$	970.4	$	893.8
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization	62.8		52.8
Share-based compensation expense	108.7		117.0




Impairment of property, plant, and equipment	21.7		—

Other	13.9		(21.7)

Changes in operating assets and liabilities:
Accounts receivable	(18.4)		(62.9)
Inventories	(36.1)		(35.3)
Accounts payable and accrued expenses	74.7		60.7
Other assets and liabilities	17.3		(18.5)
Net cash provided by operating activities	1,215.0		985.9
Cash flows from investing activities:
Purchases of property, plant, and equipment	(347.6)		(159.8)


Acquired lease intangible assets	(5.5)		—
Deposits	(15.5)		(22.5)


Purchases of available-for-sale debt securities	(2,885.1)		(1,167.6)



Maturities of available-for-sale debt securities	1,098.4		1,059.0

Sales of available-for-sale debt securities	1,861.6		831.8

Purchase of investment in privately-held company	(30.0)		(0.5)

Net cash (used in) provided by investing activities	(323.7)		540.4
Cash flows from financing activities:
Payments to repurchase common stock	(1,000.0)		(1,000.0)
Proceeds from line of credit	200.0		—
Repayment of line of credit	(500.0)		(300.0)
Excise tax paid on net share repurchase	(5.0)		—
Payments of debt issuance costs	(11.5)		(2.7)
Proceeds from the exercise of stock options	74.9		126.8
Proceeds from the issuance of stock under ESPP	9.2		7.7
RSUs withheld for taxes	(16.0)		(11.9)
Net cash used in financing activities	(1,248.4)		(1,180.1)

Net (decrease) increase in cash and cash equivalents	$	(357.1)	$	346.2
Cash and cash equivalents, beginning of period	1,697.2		1,207.7
Cash and cash equivalents, end of period	$	1,340.1	$	1,553.9
Supplemental cash flow information:
Cash paid for interest	$	11.5	$	33.0
Cash paid for income taxes	$	262.3	$	289.3
Non-cash investing and financing activities:
Non-cash additions to property, plant, and equipment	$	92.2	$	23.6
Measurement period adjustment to purchase price	$	—	$	(1.4)
Excise tax on net share repurchase	$	5.3	$	5.8

See accompanying notes to consolidated financial statements.


8			United Therapeutics, a public benefit corporation

Table of Contents

Part I. Financial Information

Notes to Consolidated Financial Statements
September 30, 2025 (Unaudited)

1. Organization and Business Description

United Therapeutics Corporation is a biotechnology company focused on the development and commercialization of innovative products to address the unmet medical needs of patients with chronic and life-threatening conditions. In 2021, we converted to a Delaware public benefit corporation, with the express public benefit purpose to provide a brighter future for patients through (a) the development of novel pharmaceutical therapies; and (b) technologies that expand the availability of transplantable organs.

We have approval from the U.S. Food and Drug Administration (FDA) to market the following therapies: Tyvaso DPI® (treprostinil) Inhalation Powder (Tyvaso DPI), Tyvaso® (treprostinil) Inhalation Solution (Nebulized Tyvaso), Remodulin® (treprostinil) Injection (Remodulin), Orenitram® (treprostinil) Extended-Release Tablets (Orenitram), Unituxin® (dinutuximab) Injection (Unituxin), and Adcirca® (tadalafil) Tablets (Adcirca). We also derive revenues outside the United States from sales of Nebulized Tyvaso, Remodulin, and Unituxin, and within the United States from sales of commercial ex vivo lung perfusion services.

As used in these notes to our consolidated financial statements, unless the context otherwise requires, the terms “we”, “us”, “our”, and similar terms refer to United Therapeutics Corporation and its consolidated subsidiaries.

2. Basis of Presentation

The accompanying unaudited consolidated financial statements have been prepared in accordance with the rules and regulations of the U.S. Securities and Exchange Commission (SEC) for interim financial information. Accordingly, they do not include all of the information required by U.S. generally accepted accounting principles for complete financial statements. These consolidated financial statements should be read in conjunction with our audited consolidated financial statements and the accompanying notes to our consolidated financial statements contained in our Annual Report on Form 10-K for the year ended December 31, 2024, as filed with the SEC on February 26, 2025.

In our management’s opinion, the accompanying consolidated financial statements contain all adjustments, including normal, recurring adjustments, necessary to fairly present our financial position as of September 30, 2025 and December 31, 2024, our statements of operations, comprehensive income, and stockholders’ equity for the three- and nine-month periods ended September 30, 2025 and 2024, and our statements of cash flows for the nine-month periods ended September 30, 2025 and 2024. Interim results are not necessarily indicative of results for an entire year. Certain prior year amounts have been reclassified to conform to the current year presentation. In the consolidated balance sheets, we reclassified the prior year amount within share tracking awards plan to other current liabilities to conform with the current period presentation.

Recently Issued Accounting Standards

Accounting Standards Adopted During the Period

None.

Accounting Standards Not Yet Adopted

In December 2023, the FASB issued Accounting Standards Update (ASU) 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures, enhancing the required disclosures primarily related to the annual income tax rate reconciliation and income taxes paid. This ASU requires an entity’s income tax rate reconciliation to provide additional information for reconciling items meeting a quantitative threshold, and to disclose certain selected categories within the income tax rate reconciliation. This ASU also requires entities to disclose the amount of income taxes paid, disaggregated by federal, state, and foreign taxes. This ASU is effective for the Company’s Annual Report on Form 10-K for the year ended December 31, 2025. The adoption of ASU 2023-09 will expand our income tax disclosures, but will have no impact on reported income tax expense or related tax assets or liabilities.

In November 2024, the FASB issued ASU 2024-03, Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Topic 220): Disaggregation of Income Statement Expenses, which requires public business entities to disclose, on an annual and interim basis, disaggregated information about certain income statement expense line items in the notes to the financial statements. Public business entities are required to apply the guidance prospectively and may elect to apply it retrospectively. This ASU is effective for annual periods beginning after December 15, 2026, and interim periods beginning after December 15, 2027, although early adoption is permitted. We are evaluating the impact of adopting this guidance on our consolidated financial statements.


Quarterly Report			9

Table of Contents

Part I. Financial Information

3. Investments

Marketable Investments

Available-for-Sale Debt Securities

Available-for-sale debt securities are recorded at fair value, with the portion of the unrealized gains and losses that are not credit-related included as a component of accumulated other comprehensive income (loss) in stockholders’ equity, until realized. Available-for-sale debt securities consisted of the following (in millions):


As of September 30, 2025	Amortized Cost		Gross Unrealized Gains		Gross Unrealized Losses		Fair Value
U.S. government and agency securities	$	2,407.3	$	9.1	$	(0.3)	$	2,416.1
Corporate debt securities	599.1		3.8		—		602.9

Total	$	3,006.4	$	12.9	$	(0.3)	$	3,019.0


Reported under the following captions in our consolidated balance sheets:
Cash and cash equivalents	$	44.6
Current marketable investments	1,407.1
Non-current marketable investments	1,567.3
Total	$	3,019.0


As of December 31, 2024	Amortized Cost		Gross Unrealized Gains		Gross Unrealized Losses		Fair Value
U.S. government and agency securities	$	2,473.7	$	3.1	$	(3.5)	$	2,473.3
Corporate debt securities	568.0		1.9		(0.5)		569.4

Total	$	3,041.7	$	5.0	$	(4.0)	$	3,042.7


Reported under the following captions in our consolidated balance sheets:
Cash and cash equivalents	$	21.5
Current marketable investments	1,545.9
Non-current marketable investments	1,475.3
Total	$	3,042.7

The following tables present gross unrealized losses and fair value for those available-for-sale debt securities that were in an unrealized loss position as of September 30, 2025 and December 31, 2024, aggregated by investment category and length of time that the individual securities have been in a continuous loss position (in millions):


	Less than 12 months				12 months or longer				Total
As of September 30, 2025	Fair Value		Gross Unrealized Losses		Fair Value		Gross Unrealized Losses		Fair Value		Gross Unrealized Losses
U.S. government and agency securities	$	289.2	$	(0.3)	$	78.6	$	—	$	367.8	$	(0.3)
Corporate debt securities	8.8		—		2.6		—		11.4		—
Total	$	298.0	$	(0.3)	$	81.2	$	—	$	379.2	$	(0.3)


	Less than 12 months				12 months or longer				Total
As of December 31, 2024	Fair Value		Gross Unrealized Losses		Fair Value		Gross Unrealized Losses		Fair Value		Gross Unrealized Losses
U.S. government and agency securities	$	947.3	$	(3.3)	$	341.1	$	(0.2)	$	1,288.4	$	(3.5)
Corporate debt securities	75.0		(0.2)		82.0		(0.3)		157.0		(0.5)
Total	$	1,022.3	$	(3.5)	$	423.1	$	(0.5)	$	1,445.4	$	(4.0)


10			United Therapeutics, a public benefit corporation

Table of Contents

Part I. Financial Information

As of September 30, 2025 and December 31, 2024, we held 94 and 227 available-for-sale debt securities, respectively, that were in an unrealized loss position. In assessing whether the decline in fair value as of September 30, 2025 of any of these securities resulted from a credit loss, we consulted with our investment managers and reviewed the credit ratings for each security. We believe that these unrealized losses are a direct result of the current interest rate environment and do not represent an indication of credit loss. We do not intend to sell the investments in unrealized loss positions prior to their maturity and it is not more likely than not that we will be required to sell these investments before recovery of their amortized cost basis. There were no impairments due to credit loss on our available-for-sale debt securities during the three and nine months ended September 30, 2025 and 2024.

The following table summarizes the contractual maturities of available-for-sale debt securities (in millions). Actual maturities may differ from contractual maturities because the issuers of certain of these debt securities have the right to call the securities or prepay their obligations under the securities with or without penalties.


	As of September 30, 2025
	Amortized Cost		Fair Value
Due within one year	$	1,448.8	$	1,451.7
Due in one to three years	1,557.6		1,567.3


Total	$	3,006.4	$	3,019.0

Investments in Equity Securities with Readily Determinable Fair Values

We held investments in equity securities with readily determinable fair values, in the aggregate, of $20.4 million and $23.9 million as of September 30, 2025 and December 31, 2024, respectively, which are included in current marketable investments in our consolidated balance sheets. Changes in the fair value of publicly-traded equity securities are recorded in our consolidated statements of operations within other income, net. See Note 4—Fair Value Measurements.

Investments in Privately-Held Companies

As of September 30, 2025 and December 31, 2024, we maintained non-controlling equity investments in privately-held companies of $89.0 million and $59.0 million, respectively, in the aggregate. During the three and nine months ended September 30, 2025, we paid $30.0 million for an investment in a privately-held company. During the three and nine months ended September 30, 2024, we paid zero and $0.5 million, respectively, for an investment in a privately-held company. We measure these investments using the measurement alternative because the fair values of these investments are not readily determinable. Under this alternative, the investments are measured at cost, less any impairment, and adjusted for any observable price changes. We include our investments in privately-held companies within other non-current assets in our consolidated balance sheets. These investments are subject to a periodic impairment review and, if impaired, the investment is measured and recorded at fair value in accordance with ASC 820, Fair Value Measurements.


Quarterly Report			11

Table of Contents

Part I. Financial Information

4. Fair Value Measurements

We account for certain assets and liabilities at fair value and classify these assets and liabilities within the fair value hierarchy (Level 1, Level 2, or Level 3). Our other current assets and other current liabilities have fair values that approximate their carrying values.

Assets and liabilities subject to fair value measurements are as follows (in millions):


	As of September 30, 2025
	Level 1		Level 2		Level 3		Balance
Assets
Money market funds(1)	$	537.6	$	—	$	—	$	537.6
Time deposits(1)	203.5		—		—		203.5
U.S. government and agency securities(2)	—		2,416.1		—		2,416.1
Corporate debt securities(2)	—		602.9		—		602.9
Equity securities(3)	20.4		—		—		20.4


Total assets	$	761.5	$	3,019.0	$	—	$	3,780.5
Liabilities

Contingent consideration(4)	—		—		28.6		28.6
Total liabilities	$	—	$	—	$	28.6	$	28.6


	As of December 31, 2024
	Level 1		Level 2		Level 3		Balance
Assets
Money market funds(1)	$	649.8	$	—	$	—	$	649.8
Time deposits(1)	155.9		—		—		155.9
U.S. government and agency securities(2)	—		2,473.3		—		2,473.3
Corporate debt securities(2)	—		569.4		—		569.4
Equity securities(3)	23.9		—		—		23.9


Total assets	$	829.6	$	3,042.7	$	—	$	3,872.3
Liabilities

Contingent consideration(4)	—		—		24.7		24.7
Total liabilities	$	—	$	—	$	24.7	$	24.7

(1)Included in cash and cash equivalents in our consolidated balance sheets.

(2)Included in cash and cash equivalents and current and non-current marketable investments in our consolidated balance sheets. See Note 3—Investments—Marketable Investments—Available-for-Sale Debt Securities for further information. The fair value of these securities is principally measured or corroborated by trade data for identical securities for which related trading activity is not sufficiently frequent to be considered a Level 1 input or comparable securities that are more actively traded.

(3)Included in current marketable investments in our consolidated balance sheets. The fair value of these securities is based on quoted market prices for identical instruments in active markets. During the three and nine months ended September 30, 2025, we recognized $5.8 million of net unrealized gains and $3.5 million of net unrealized losses, respectively, on these securities. During the three and nine months ended September 30, 2024 we recognized $3.1 million and $9.1 million of net unrealized gains, respectively, on these securities. We recorded these gains and losses in our consolidated statements of operations within other income, net. See Note 3—Investments—Marketable Investments—Investments in Equity Securities with Readily Determinable Fair Values.

(4)Included in other current liabilities and other non-current liabilities in our consolidated balance sheets. The fair value of our contingent consideration obligations is estimated using probability-weighted discounted cash flow models (DCFs). The DCFs incorporate Level 3 inputs, including estimated discount rates, that we believe market participants would consider relevant in pricing and the projected timing and amount of cash flows, which are estimated and developed, in part, based on the requirements specific to each acquisition agreement. The fair value of our contingent consideration liabilities increased by $3.9 million during the period from December 31, 2024 to September 30, 2025. The loss was recorded within research and development in our consolidated statements of operations.

Fair Value of Financial Instruments

The carrying amounts of cash and cash equivalents, accounts receivable, and accounts payable and accrued expenses approximate fair value because of their short maturities. The fair values of our marketable investments and contingent consideration are reported above within the fair value hierarchy. See Note 3—Investments.


12			United Therapeutics, a public benefit corporation

Table of Contents

Part I. Financial Information

5. Inventories

Inventories are stated at the lower of cost (first-in, first-out method) or net realizable value and consist of the following, net of reserves (in millions):


	September 30, 2025		December 31, 2024

Raw materials	$	31.2	$	28.6
Work-in-progress	34.8		34.3
Finished goods	110.5		95.0

Total inventories	$	176.5	$	157.9

6. Property, Plant, and Equipment

Property, plant, and equipment consists of the following (in millions):


	September 30, 2025		December 31, 2024
Land and land improvements	$	263.6	$	181.9
Buildings, building improvements, and leasehold improvements	917.0		863.8
Buildings under construction	440.0		218.2
Furniture, equipment, and vehicles	483.6		449.7
Subtotal	2,104.2		1,713.6
Less—accumulated depreciation	(548.6)		(491.2)
Property, plant, and equipment, net	$	1,555.6	$	1,222.4

Depreciation expense for the nine months ended September 30, 2025 and 2024 was $62.0 million and $52.2 million, respectively.

In July 2025, we acquired approximately 60 acres of property containing five buildings located in Research Triangle Park, North Carolina (RTP) for future growth on our RTP campus. The total purchase price was $106.8 million, inclusive of taxes, closing costs, and other related expenses. The transaction was accounted for as an asset acquisition as substantially all of the fair value was concentrated in the land and buildings we acquired, which together comprise a single group of similar assets. We allocated the purchase price primarily to land and land improvements and buildings, building improvements, and leasehold improvements, which was recorded within property, plant, and equipment, net in our consolidated balance sheets as of September 30, 2025.

7. Debt

2025 Credit Agreement

In April 2025, we entered into a credit agreement (the 2025 Credit Agreement) with Wells Fargo Bank, National Association (Wells Fargo) as administrative agent and a swingline lender, and various other lender parties, which provides for an unsecured revolving credit facility of up to $2.5 billion (which facility may, at our request, be increased by up to $750 million in the aggregate subject to obtaining commitments from existing or new lenders for such increase and other conditions). The facility will mature on April 25, 2030, subject to the lenders’ ability to extend the maturity date by one year if we request such an extension in accordance with the terms of the 2025 Credit Agreement, up to a maximum of two such extensions.

At our option, amounts borrowed under the 2025 Credit Agreement bear interest at either an adjusted Term Secured Overnight Finance Rate (Term SOFR) or a fluctuating base rate, in each case, plus an applicable margin determined on a quarterly basis based on our consolidated ratio of total indebtedness to EBITDA (as calculated in accordance with the 2025 Credit Agreement). To date, we have elected to calculate interest on the outstanding balance at an adjusted Term SOFR plus an applicable margin.

On April 25, 2025, we borrowed $200.0 million under the 2025 Credit Agreement, and used the funds to repay outstanding indebtedness under the 2022 Credit Agreement, as discussed below under the 2022 Credit Agreement.

During the second quarter of 2025, we paid down the entire $200.0 million balance under the 2025 Credit Agreement, which brought our aggregate outstanding balance to zero as of September 30, 2025.

The 2025 Credit Agreement contains customary events of default and customary affirmative and negative covenants. As of September 30, 2025, we were in compliance with these covenants.


Quarterly Report			13

Table of Contents

Part I. Financial Information

The interest expense reported in our consolidated statements of operations for the nine months ended September 30, 2025 and 2024 relates to our borrowings under the 2025 Credit Agreement and 2022 Credit Agreement.

2022 Credit Agreement

In March 2022, we entered into a credit agreement (the 2022 Credit Agreement) with Wells Fargo, as administrative agent and a swingline lender, and various other lender parties, providing for: (1) an unsecured revolving credit facility of up to $1.2 billion; and (2) a second unsecured revolving credit facility of up to $800.0 million.

As of December 31, 2024, our outstanding aggregate principal balance under the 2022 Credit Agreement was $300.0 million. During the first quarter of 2025, we paid down $100.0 million of our balance under the 2022 Credit Agreement, which brought our aggregate outstanding balance down to $200.0 million as of March 31, 2025.

On April 25, 2025, we terminated the 2022 Credit Agreement and entered into the 2025 Credit Agreement. We repaid in full all our obligations under the 2022 Credit Agreement in connection with the termination of the 2022 Credit Agreement and our entry into the 2025 Credit Agreement. There were no penalties associated with the early termination of the 2022 Credit Agreement.

8. Share-Based Compensation

As of September 30, 2025, we have one shareholder-approved equity incentive plan: the United Therapeutics Corporation Amended and Restated 2015 Stock Incentive Plan (the 2015 Plan). The 2015 Plan provides for the issuance of up to 14,770,000 shares of our common stock pursuant to awards granted under the 2015 Plan, which includes 950,000 shares that were added pursuant to an amendment and restatement of the 2015 Plan approved by our shareholders in June 2025. We also have one equity incentive plan, the United Therapeutics Corporation 2019 Inducement Stock Incentive Plan (the 2019 Inducement Plan), that has not been approved by our shareholders, as permitted by the Nasdaq Stock Market rules. The 2019 Inducement Plan was approved by our Board of Directors in February 2019 and provides for the issuance of up to 99,000 shares of our common stock under awards granted to newly-hired employees. Currently, we grant equity-based awards to employees and members of our Board of Directors in the form of stock options and restricted stock units (RSUs) under the 2015 Plan, and we may grant RSUs to newly-hired employees under the 2019 Inducement Plan. See the sections entitled Stock Options and RSUs below for additional information regarding these equity-based awards.

During the nine months ended September 30, 2025 and 2024, we issued stock options and RSUs to certain executives with vesting conditions tied to the achievement of specified performance criteria through the end of 2027 and 2026, respectively. Additionally, during the nine months ended September 30, 2025 we issued RSUs to certain other employees with vesting conditions tied to the achievement of specified performance criteria through the end of 2026 and 2028. Throughout the performance period, we reassess the estimated performance and update the number of performance-based awards that we believe will ultimately vest. Estimating future performance requires the use of judgment. Upon the conclusion of the performance period, the performance level achieved and the ultimate number of stock options and RSUs that may vest are determined. Share-based compensation expense for these awards is recorded ratably over their vesting period, depending on the specific terms of the award and anticipated achievement of the specified performance criteria.

We previously issued awards under the United Therapeutics Corporation 2011 Share Tracking Awards Plan (the STAP). We discontinued the issuance of STAP awards in June 2015 and all remaining outstanding STAP awards were exercised during the first quarter of 2025. See the section entitled STAP Awards below for additional information regarding STAP awards.

In 2012, our shareholders approved the United Therapeutics Corporation Employee Stock Purchase Plan (ESPP), which is structured to comply with Section 423 of the Internal Revenue Code. See the section entitled ESPP below for additional information regarding the ESPP.

The following table reflects the components of share-based compensation expense recognized in our consolidated statements of operations (in millions):


	Three Months Ended September 30,				Nine Months Ended September 30,
	2025		2024		2025		2024
Stock options	$	11.3	$	8.0	$	30.9	$	21.8
RSUs	27.1		27.2		76.5		61.9
STAP awards	—		5.9		(0.8)		31.7
ESPP	0.7		0.6		2.1		1.6
Total share-based compensation expense before tax	$	39.1	$	41.7	$	108.7	$	117.0


14			United Therapeutics, a public benefit corporation

Table of Contents

Part I. Financial Information

Stock Options

We estimate the fair value of stock options using the Black-Scholes-Merton valuation model, which requires us to make certain assumptions that can materially impact the estimation of fair value and related compensation expense. The assumptions used to estimate fair value include the price of our common stock, the expected volatility of our common stock, the risk-free interest rate, the expected term of stock option awards, and the expected dividend yield.

During the nine months ended September 30, 2025 and 2024, in addition to time-based stock options, we granted 0.3 million and 0.5 million performance-based stock options with a total grant date fair value of $38.0 million and $50.2 million, respectively, in each case, calculated based on the assumed achievement of maximum performance of the relevant financial performance condition. During the three and nine months ended September 30, 2025 we recorded $10.3 million and $28.3 million of share-based compensation expense, respectively, related to performance-based stock options, calculated based on the assumed levels of performance achievement, as compared to $7.2 million and $19.1 million for the same periods in 2024.

The following weighted average assumptions were used in estimating the fair value of stock options granted to employees during the nine months ended September 30, 2025 and 2024:


	September 30, 2025		September 30, 2024
Expected term of awards (in years)	5.1		6.5
Expected volatility	32.1	%	31.6	%
Risk-free interest rate	4.1	%	4.3	%
Expected dividend yield	0.0	%	0.0	%

A summary of the activity and status of stock options under the 2015 Plan during the nine-month period ended September 30, 2025 is presented below:


	Number of Options	Weighted Average Exercise Price		Weighted Average Remaining Contractual Term (in Years)	Aggregate Intrinsic Value (in millions)
Outstanding as of January 1, 2025	5,571,545	$	148.62
Granted	377,716	307.19
Exercised	(570,521)	131.47
Forfeited	(150)	217.50
Outstanding as of September 30, 2025	5,378,590	$	161.57	3.2	$	1,385.7
Exercisable as of September 30, 2025	4,054,614	$	132.57	1.8	$	1,162.2
Unvested as of September 30, 2025	1,323,976	$	250.38	7.7	$	223.5

The weighted average fair value of a stock option granted during each of the nine-month periods ended September 30, 2025 and September 30, 2024 was $110.21 and $98.06, respectively. These stock options have an aggregate grant date fair value of $41.6 million and $54.1 million, respectively. The total grant date fair value of stock options that vested during the nine-month periods ended September 30, 2025 and September 30, 2024 was $3.4 million and $3.5 million, respectively.

Total share-based compensation expense related to stock options was recorded as follows (in millions):


	Three Months Ended September 30,				Nine Months Ended September 30,
	2025		2024		2025		2024
Cost of sales	$	—	$	—	$	—	$	—
Research and development	0.1		0.1		0.3		0.3
Selling, general, and administrative	11.2		7.9		30.6		21.5
Share-based compensation expense before taxes	11.3		8.0		30.9		21.8
Related income tax benefit	(0.2)		(0.1)		(0.6)		(0.6)
Share-based compensation expense, net of taxes	$	11.1	$	7.9	$	30.3	$	21.2

As of September 30, 2025, unrecognized compensation cost related to stock options was $64.1 million. Unvested outstanding stock options as of September 30, 2025 had a weighted average remaining vesting period of 1.8 years.


Quarterly Report			15

Table of Contents

Part I. Financial Information

Stock option exercise data is summarized below (dollars in millions):


	Three Months Ended September 30,				Nine Months Ended September 30,
	2025		2024		2025		2024
Number of options exercised	300,521		255,583		570,521		980,999
Cash received	$	40.2	$	32.5	$	74.9	$	126.8
Total intrinsic value of options exercised	$	77.4	$	52.9	$	130.2	$	140.9

RSUs

Each RSU entitles the recipient to one share of our common stock upon vesting. We measure the fair value of RSUs using the stock price on the date of grant. Share-based compensation expense for RSUs is recorded ratably over their vesting period.

During the nine-month periods ended September 30, 2025 and 2024, in addition to time-based RSUs, we granted 0.1 million and 0.2 million performance-based RSUs to certain executives with a total grant date fair value of $38.0 million and $47.5 million, respectively, calculated based on the assumed achievement of maximum performance of the relevant financial and non-financial performance conditions. Additionally, during the nine months ended September 30, 2025, in addition to time-based RSUs, we granted 0.1 million performance-based RSUs to certain other employees with a total grant date fair value of $29.3 million, calculated based on the assumed achievement of maximum performance of the relevant financial and non-financial performance conditions. During the three and nine months ended September 30, 2025, we recorded $11.2 million and $29.3 million of share-based compensation expense, respectively, related to performance-based RSUs, calculated based on the assumed levels of performance achievement as compared to $12.7 million and $19.9 million for the same periods in 2024.

A summary of the activity with respect to, and status of, RSUs during the nine-month period ended September 30, 2025 is presented below:


	Number of RSUs	Weighted Average Grant Date Fair Value
Unvested as of January 1, 2025	1,219,654	$	225.40
Granted	380,678	326.43
Vested	(156,870)	220.18
Forfeited	(22,289)	251.62
Unvested as of September 30, 2025	1,421,173	$	252.63

Total share-based compensation expense related to RSUs was recorded as follows (in millions):


	Three Months Ended September 30,				Nine Months Ended September 30,
	2025		2024		2025		2024
Cost of sales	$	0.9	$	1.1	$	3.0	$	3.1
Research and development	8.0		6.1		22.3		17.5
Selling, general, and administrative	18.2		20.0		51.2		41.3
Share-based compensation expense before taxes	27.1		27.2		76.5		61.9
Related income tax benefit	(4.2)		(3.4)		(12.3)		(10.2)
Share-based compensation expense, net of taxes	$	22.9	$	23.8	$	64.2	$	51.7

As of September 30, 2025, unrecognized compensation cost related to the grant of RSUs was $187.3 million. Unvested outstanding RSUs as of September 30, 2025 had a weighted average remaining vesting period of 2.2 years.

STAP Awards

STAP awards conveyed the right to receive in cash an amount equal to the appreciation of our common stock, which was measured as the increase in the closing price of our common stock between the dates of grant and exercise. STAP awards expired on the tenth anniversary of the grant date, and in most cases, they vested in equal increments on each anniversary of the grant date over a four-year period. We discontinued the issuance of STAP awards in June 2015 and all remaining outstanding STAP awards were exercised during the first quarter of 2025.


16			United Therapeutics, a public benefit corporation

Table of Contents

Part I. Financial Information

The aggregate liability balance associated with outstanding STAP awards was zero and $11.0 million as of September 30, 2025 and December 31, 2024, respectively.

Share-based compensation expense (benefit) recognized in connection with STAP awards was as follows (in millions):


	Three Months Ended September 30,				Nine Months Ended September 30,
	2025		2024		2025		2024
Cost of sales	$	—	$	0.2	$	(0.1)	$	1.2
Research and development	—		0.8		(0.2)		3.8
Selling, general, and administrative	—		4.9		(0.5)		26.7
Share-based compensation expense (benefit) before taxes	—		5.9		(0.8)		31.7
Related income tax (benefit) expense	—		(0.5)		0.2		(4.2)
Share-based compensation expense (benefit), net of taxes	$	—	$	5.4	$	(0.6)	$	27.5

Cash paid to settle STAP awards exercised during the nine-month periods ended September 30, 2025 and September 30, 2024 was $10.2 million and $37.7 million, respectively.

ESPP

The ESPP provides eligible employees with the right to purchase shares of our common stock at a discount through elective accumulated payroll deductions at the end of each offering period. Eligible employees may contribute up to 15 percent of their base salary, subject to certain annual limitations as defined in the ESPP. The purchase price of the shares is equal to the lower of 85 percent of the closing price of our common stock on either the first or last trading day of a given offering period. In addition, the ESPP provides that no eligible employee may purchase more than 4,000 shares during any offering period. The ESPP expires in June 2032 and limits the aggregate number of shares that can be issued under the ESPP to 3.0 million.

9. Stockholders’ Equity

Earnings Per Common Share

Basic earnings per common share is computed by dividing net income by the weighted average number of shares of common stock outstanding during the period. Diluted earnings per common share is computed by dividing net income by the weighted average number of shares of common stock outstanding during the period, adjusted for the potential dilutive effect of our outstanding stock options, outstanding RSUs, and shares issuable under the ESPP, as if the RSUs were vested, the stock options were exercised, and the shares expected to be issued under the ESPP at the end of the current offering period were issued.

Basic and diluted earnings per common share are computed independently for each quarter and the year-to-date period presented. The sum of the earnings per common share for each quarter in a year-to-date period may not equal the earnings per common share for such year-to-date period due to rounding.

The components of basic and diluted earnings per common share comprised the following (in millions, except per share amounts):


	Three Months Ended September 30,				Nine Months Ended September 30,
	2025		2024		2025		2024
Numerator:
Net income	$	338.7	$	309.1	$	970.4	$	893.8
Denominator:
Weighted average outstanding shares — basic	43.8		44.6		44.6		45.3
Effect of dilutive securities(1):

Stock options, RSUs, and ESPP(2)	3.5		3.8		3.5		3.2
Weighted average shares — diluted(2)	47.3		48.4		48.1		48.5
Net income per common share:
Basic	$	7.73	$	6.93	$	21.76	$	19.73
Diluted	$	7.16	$	6.39	$	20.17	$	18.43

Stock options and RSUs excluded from calculation(2)	0.4		—		0.3		0.5


Quarterly Report			17

Table of Contents

Part I. Financial Information

(1)Calculated using the treasury stock method.

(2)The common shares underlying certain stock options and RSUs have been excluded from the computation of diluted earnings per share because their impact would be anti-dilutive.

2025 Share Repurchase

In July 2025, our Board of Directors approved a share repurchase program authorizing up to $1.0 billion in aggregate repurchases of our common stock (plus the amount of any customary contingent settlement obligations that may arise upon the expiration or early termination of an accelerated share repurchase contract). Pursuant to this authorization, we entered into two accelerated share repurchase agreements (the 2025 ASR agreements) with Citibank, N.A. (Citi) on August 1, 2025 to repurchase approximately $1.0 billion of our common stock in the aggregate.

Under the terms of the 2025 ASR agreements, which comprise a $500 million uncollared stock repurchase agreement (the Uncollared ASR) and a $500 million collared stock repurchase agreement (the Collared ASR), we made an aggregate upfront payment of $1.0 billion to Citi on August 4, 2025. Under the Uncollared ASR, we received an initial delivery of 1,274,296 shares of our common stock, representing approximately 75 percent of the total shares expected to be repurchased under the Uncollared ASR, measured based on the closing price of our common stock on August 1, 2025. Under the Collared ASR, we received an initial delivery of 849,531 shares of our common stock, representing approximately 50 percent of the total shares expected to be repurchased under the Collared ASR, measured based on the closing price of our common stock on August 1, 2025. 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, we received an additional 514,789 shares of our common stock on August 25, 2025.

The final number of shares that we will ultimately repurchase pursuant to the 2025 ASR agreements will be determined based on the average of the daily volume-weighted average price per share of our common stock during the repurchase period, less a discount and subject to adjustments pursuant to the terms and conditions of the 2025 ASR agreements. As discussed above, under the Collared ASR, the final number of shares we will ultimately repurchase will also be subject to a collar provision establishing the minimum and maximum numbers of shares to be repurchased, as well as other adjustments.

At the final settlement of the 2025 ASR agreements, we may be entitled to receive additional shares of our common stock, or, under certain limited circumstances, be required to make an additional cash payment to Citi, or, if we so elect, deliver shares of our common stock to Citi. The final settlement under the Uncollared ASR and Collared ASR is expected to occur in the fourth quarter of 2025 and first quarter of 2026, respectively.

The initial repurchase of our common stock under the Uncollared ASR and Collared ASR, including the subsequent receipt of our common stock upon completion of the hedging period, was accounted for as a reduction to stockholders’ equity in the consolidated balance sheets and treated as a reduction of the outstanding shares used to calculate the weighted average common stock outstanding for basic and diluted earnings per common share. The hedging period under the Collared ASR was classified as part of the unsettled forward contract at inception and was equity classified upon settlement on August 25, 2025. The final settlement of the transactions under the 2025 ASR agreements is accounted for as an unsettled forward contract indexed to our common stock until the final settlement occurs. The forward contract related to the 2025 ASR agreements was equity classified, in accordance with ASC 815, Derivatives and Hedging, upon inception and we expect equity classification to remain appropriate through final settlement under the Uncollared ASR and Collared ASR during the fourth quarter of 2025 and first quarter of 2026, respectively. During the three months ended September 30, 2025, we recorded a liability of $5.3 million for an excise tax imposed under the Inflation Reduction Act as a result of our repurchase of shares under the 2025 ASR agreements.

2024 Share Repurchase

In March 2024, our Board of Directors approved a share repurchase program authorizing up to $1.0 billion in aggregate repurchases of our common stock. Pursuant to this authorization, we entered into an accelerated share repurchase agreement (the 2024 ASR agreement) with Citi on March 25, 2024, to repurchase approximately $1.0 billion of our common stock. Under the 2024 ASR agreement, we made an aggregate upfront payment of $1.0 billion to Citi and received an aggregate initial delivery of 3,275,199 shares of our common stock on March 27, 2024, which represented approximately 80 percent of the total shares that would be repurchased under the 2024 ASR agreement, measured based on the closing price of our common stock on March 25, 2024.

The share repurchase under the 2024 ASR agreement was divided into two tranches, resulting in upfront payments of $300 million and $700 million, respectively. The final settlement of the $300 million tranche occurred in June 2024, and we received an additional 181,772 shares of our common stock upon settlement. The final settlement of the $700 million tranche occurred in September 2024, and we received an additional 90,403 shares of our common stock upon settlement. In total, we repurchased 3,547,374 shares of our common stock under the 2024 ASR agreement that we currently hold as treasury stock in our consolidated balance sheets.


18			United Therapeutics, a public benefit corporation

Table of Contents

Part I. Financial Information

The final number of shares that we ultimately repurchased pursuant to the 2024 ASR agreement was based on the average of the daily volume-weighted average price per share of our common stock during the repurchase period, less a discount and subject to adjustments pursuant to the terms and conditions of the 2024 ASR agreement.

The initial repurchase of our common stock and final settlement of each tranche was treated as a reduction of the outstanding shares used to calculate the weighted average common stock outstanding for basic and diluted earnings per common share. The initial repurchase of our common stock under each tranche was accounted for as a reduction to stockholders’ equity in our consolidated balance sheets. The final settlement of the transactions under the 2024 ASR agreement was accounted for as an unsettled forward contract indexed to our common stock until the final settlement occurred. The forward contract related to the first and second tranche was equity classified, in accordance with ASC 815, Derivatives and Hedging, through final settlement. During the second quarter of 2025, we paid $5.0 million for an excise tax imposed under the Inflation Reduction Act as a result of our repurchase of shares under the 2024 ASR agreement.

10. Income Taxes

Our effective income tax rate (ETR) for the nine months ended September 30, 2025 and 2024 was 24 percent and 22 percent, respectively. Our ETR for the nine months ended September 30, 2025 increased compared to our ETR for the nine months ended September 30, 2024 primarily due to year-over-year changes in actual and forecasted annual pre-tax earnings and decreased excess tax benefits from share-based compensation.

We record interest and penalties related to uncertain tax positions as a component of income tax expense. As of September 30, 2025 and December 31, 2024, our unrecognized tax benefits, including related interest, were approximately $28.0 million and $20.6 million, respectively. The total amount of unrecognized tax benefits relating to our tax positions as of September 30, 2025 is subject to change based on future events and it is reasonably possible that the balance could change significantly over the next 12 months. Given the uncertainty of future events, we are unable to reasonably estimate the range of possible adjustments to our unrecognized tax benefits.

On July 4, 2025, the One Big Beautiful Bill Act (OBBBA) was enacted in the United States. The OBBBA includes provisions that allow both the immediate deduction of domestic research and experimental expenditures and the full expensing of certain qualifying assets in the year placed in service. The OBBBA includes multiple effective dates, with certain provisions effective in 2025 and others in future years. The impact of the OBBBA has been reflected in our consolidated financial statements for the period ended September 30, 2025, resulting in decreases to both our deferred tax assets and cash tax liabilities. We expect the OBBBA provisions will not have a material impact on our 2025 ETR.

11. Segment Information

Our Chief Executive Officer, as our chief operating decision maker (CODM), manages our company as a single operating and reporting segment at the consolidated level. Our operating segment focuses on the development and commercialization of products to address the unmet needs of patients with chronic and life-threatening conditions. The accounting policies of our one operating segment are the same as those described in Note 2—Summary of Significant Accounting Policies to our consolidated financial statements contained in our Annual Report on Form 10-K for the year ended December 31, 2024, as filed with the SEC on February 26, 2025.

Our CODM is regularly provided with revenue and expense forecasts, including product development plans, to manage the operations of our operating segment. Our CODM compares forecasted to actual results for net income when assessing performance and allocating resources across the operating segment. Significant segment expenses are presented as operating expenses in our consolidated statements of operations.

The measure of the operating segment’s assets is reported in our consolidated balance sheets as total assets.


Quarterly Report			19

Table of Contents

Part I. Financial Information

Total revenues, cost of sales, and gross profit (loss) for each of our commercial products and other were as follows (in millions):


	Three Months Ended September 30,
2025		Tyvaso DPI(1)		Nebulized Tyvaso(1)		Remodulin(2)		Orenitram		Unituxin		Adcirca		Other		Total
Total revenues		$	336.2	$	141.8	$	125.9	$	131.1	$	47.9	$	9.7	$	6.9	$	799.5
Cost of sales		55.3		6.7		13.1		6.8		3.6		4.4		11.0		100.9
Gross profit (loss)		$	280.9	$	135.1	$	112.8	$	124.3	$	44.3	$	5.3	$	(4.1)	$	698.6

2024
Total revenues		$	274.6	$	159.2	$	128.3	$	113.2	$	61.1	$	7.0	$	5.5	$	748.9
Cost of sales		39.1		9.4		13.3		7.6		4.8		3.1		5.8		83.1
Gross profit (loss)		$	235.5	$	149.8	$	115.0	$	105.6	$	56.3	$	3.9	$	(0.3)	$	665.8

	Nine Months Ended September 30,
2025		Tyvaso DPI(1)		Nebulized Tyvaso(1)		Remodulin(2)		Orenitram		Unituxin		Adcirca		Other		Total
Total revenues		$	953.9	$	460.0	$	398.8	$	375.7	$	164.5	$	22.2	$	17.4	$	2,392.5
Cost of sales		151.9		20.8		41.2		21.8		11.6		9.7		24.0		281.0
Gross profit (loss)		$	802.0	$	439.2	$	357.6	$	353.9	$	152.9	$	12.5	$	(6.6)	$	2,111.5

2024
Total revenues		$	760.4	$	444.1	$	403.6	$	326.5	$	171.2	$	19.1	$	16.6	$	2,141.5
Cost of sales		110.0		26.7		34.0		22.7		12.2		8.3		19.9		233.8
Gross profit (loss)		$	650.4	$	417.4	$	369.6	$	303.8	$	159.0	$	10.8	$	(3.3)	$	1,907.7

(1) Total revenues and cost of sales include both the drug product and the respective inhalation device.

(2) Total revenues and cost of sales include sales of infusion devices, including the Remunity® Pump and the RemunityPRO™ Pump.


20			United Therapeutics, a public benefit corporation

Table of Contents

Part I. Financial Information

Geographic revenues are determined based on the country to which our products are shipped. Total revenues from external customers in the United States and rest-of-world (ROW) for each of our commercial products were as follows (in millions):


	Three Months Ended September 30,
	2025						2024
	U.S.		ROW		Total		U.S.		ROW		Total
Net product sales:
Tyvaso DPI(1)	$	336.2	$	—	$	336.2	$	274.6	$	—	$	274.6
Nebulized Tyvaso(1)	133.9		7.9		141.8		145.2		14.0		159.2
Total Tyvaso	470.1		7.9		478.0		419.8		14.0		433.8
Remodulin(2)	110.7		15.2		125.9		115.4		12.9		128.3
Orenitram	131.1		—		131.1		113.2		—		113.2
Unituxin	46.5		1.4		47.9		57.6		3.5		61.1
Adcirca	9.7		—		9.7		7.0		—		7.0
Other	6.7		0.2		6.9		4.3		1.2		5.5
Total revenues	$	774.8	$	24.7	$	799.5	$	717.3	$	31.6	$	748.9

	Nine Months Ended September 30,
	2025						2024
	U.S.		ROW		Total		U.S.		ROW		Total
Net product sales:
Tyvaso DPI(1)	$	953.5	$	0.4	$	953.9	$	760.4	$	—	$	760.4
Nebulized Tyvaso(1)	413.0		47.0		460.0		409.1		35.0		444.1
Total Tyvaso	1,366.5		47.4		1,413.9		1,169.5		35.0		1,204.5
Remodulin(2)	344.6		54.2		398.8		346.2		57.4		403.6
Orenitram	375.7		—		375.7		326.5		—		326.5
Unituxin	158.8		5.7		164.5		157.8		13.4		171.2
Adcirca	22.2		—		22.2		19.1		—		19.1
Other	16.4		1.0		17.4		14.9		1.7		16.6
Total revenues	$	2,284.2	$	108.3	$	2,392.5	$	2,034.0	$	107.5	$	2,141.5

(1) Net product sales include both the drug product and the respective inhalation device.

(2) Net product sales include sales of infusion devices, including the Remunity Pump and the RemunityPRO Pump.

We recorded revenue from two distributors in the United States that exceeded ten percent of total revenues. Revenue from these two distributors as a percentage of total revenues is as follows:


	Three Months Ended September 30,				Nine Months Ended September 30,
	2025		2024		2025		2024
Distributor 1	52	%	52	%	52	%	52	%
Distributor 2	37	%	34	%	36	%	35	%

12. Litigation

Sandoz Litigation

In April 2019, Sandoz Inc. (Sandoz) and its marketing partner RareGen, LLC (now known as Liquidia PAH, LLC, a subsidiary of Liquidia Corporation) (RareGen), filed a complaint in the U.S. District Court for the District of New Jersey against us and Smiths Medical ASD, Inc. (Smiths Medical), alleging that we and Smiths Medical engaged in anticompetitive conduct in connection with the plaintiffs’ efforts to launch their generic version of Remodulin. In particular, the complaint alleged that we and Smiths Medical unlawfully impeded competition by entering into an agreement for Smiths Medical to produce cartridges used with the CADD-MS®3 (MS-3) infusion system specifically for the delivery of subcutaneous Remodulin for our patients, without making these cartridges available for the delivery of Sandoz’s generic treprostinil injection. In March 2020, the plaintiffs filed an amended complaint to add a count alleging that we breached our earlier patent settlement agreement with Sandoz by refusing to grant Sandoz access to cartridges purchased for our patients.


Quarterly Report			21

Table of Contents

Part I. Financial Information

Smiths Medical was dismissed from the case in November 2020, based on a settlement resolving the disputes between the plaintiffs and Smiths Medical. As part of this settlement, Smiths Medical paid the plaintiffs $4.25 million, disclosed and made available to the plaintiffs certain specifications and other information related to the MS-3 cartridges, and granted to the plaintiffs a non-exclusive, royalty-free license in the United States to Smiths Medical’s patents and copyrights associated with the MS-3 cartridges and certain other information related to the MS-3 pumps and cartridges.

In March 2022, the court granted our motion for summary judgment with respect to all claims brought by the plaintiffs except the breach of contract claim. As a result, all antitrust claims, all claims under state competition laws, and the common law tortious interference claim were resolved in our favor. These were the only claims in the case that gave rise to any potential for trebling of damages, punitive damages, disgorgement, and/or the award of attorneys’ fees. The court also denied the plaintiffs’ request for injunctive relief.

The court granted Sandoz’s motion for summary judgment with respect to Sandoz’s breach of contract claim. The issue of what, if any, damages Sandoz is entitled to based on the court’s decision on the contract claim went to trial on April 29, 2024, and the court heard closing arguments on June 4, 2024. The trial was limited to determining the amount of damages under the breach of contract claim. The court issued an opinion on September 6, 2024, but did not determine the amount of damages with specificity. The court directed the parties to confer about the amount of damages based on the opinion and submit a proposed judgment with an amount of damages based on the factual findings in the opinion. On October 7, 2024, the parties submitted to the court their respective positions on damages. On November 1, 2024, the court entered a final judgment in favor of Sandoz, ordering us to pay to Sandoz (a) approximately $61.6 million in damages; (b) prejudgment interest in the amount of approximately $9.0 million; and (c) post-judgment interest. All parties have appealed the final judgment, including the court’s March 30, 2022 summary judgment decision. The appeal is pending before the U.S. Court of Appeals for the Third Circuit, and oral argument is scheduled for November 12, 2025.

We accrued a liability of $71.1 million during 2024, and an additional $2.2 million through the third quarter of 2025, reflecting, in the aggregate, the damages and pre-judgment interest amounts awarded in the final judgment, as well as post-judgment interest accrued through September 30, 2025. We currently do not expect that the amount of any loss in excess of these accruals would be material to our financial results; however, the amount ultimately payable, if any, could be higher or lower than this amount depending on the amount of post judgment interest, and the outcome of appeals. We recorded this liability within other non-current liabilities in our consolidated balance sheets.

We intend to continue to vigorously defend ourselves against the claims made in this litigation. Among other things, we believe our settlement agreement with Sandoz did not provide Sandoz any rights with respect to delivery systems such as the MS-3. We also believe that the plaintiffs, who were on notice that Smiths Medical would discontinue the MS-3 system, failed to fulfill their duty to properly mitigate their exposure as a result of such discontinuation, and any damages they incurred are the result of market conditions and their own failure to properly plan their own product launch. However, due to the uncertainty inherent in any litigation, we cannot guarantee that appeals will not result in an outcome adverse to us. This litigation has involved, and will likely continue to involve, substantial cost to defend, and an adverse appellate outcome could result in substantial monetary damages in excess of the liability we have accrued to-date.

Litigation with Liquidia Technologies, Inc.

Since March 2020, we have been engaged in litigation with Liquidia Technologies, Inc. (Liquidia) regarding its efforts to obtain FDA approval for Yutrepia®, a dry powder inhalation formulation of treprostinil. That litigation has included two petitions for inter partes review (IPR) filed by Liquidia with the Patent Trial and Appeal Board (PTAB) of the U.S. Patent and Trademark Office (USPTO), as well as multiple lawsuits we have brought alleging infringement by Liquidia of several of our patents. Most of these cases have now been finally resolved, and Liquidia received final approval from the FDA to market Yutrepia to treat PAH and PH-ILD in May 2025, and launched commercial sales in June 2025.

We have an ongoing patent infringement lawsuit against Liquidia, which was originally filed on September 5, 2023 in the U.S. District Court for the District of Delaware, alleging infringement of U.S. Patent No. 10,716,793 (the ’793 patent), a patent related to Tyvaso with an expiration date in May 2027 that was later invalidated as a result of an IPR proceeding, and therefore is no longer at issue in this litigation. On November 30, 2023, we filed an amended complaint to assert a new patent: U.S. Patent No. 11,826,327 (the ’327 patent), which expires February 3, 2042, and is now the only patent remaining at issue in the case. The claims of the ’327 patent generally cover improving exercise capacity in patients suffering from PH-ILD by inhaling treprostinil at specific dosages. Trial took place in June 2025, and the parties are awaiting the court’s decision. If we prevail in this lawsuit, we believe that we will be entitled to a court order requiring Liquidia to remove the PH-ILD indication from Yutrepia’s product labeling, and that we may also be entitled to damages.

In June 2021, we filed a motion in one of our earlier patent cases against Liquidia in the U.S. District Court for the District of Delaware to file an amended complaint adding trade secret misappropriation claims against Liquidia and a former Liquidia executive, Dr. Robert Roscigno. The court denied the motion based on a finding that adding the additional claims would impact the case schedule. Thus, we filed those claims as a separate case against Liquidia and Dr. Roscigno in North Carolina state court. Discovery is complete. On January 5, 2024, Dr. Roscigno filed a motion for summary judgment, which was denied on July 31, 2024. On July 3, 2024, Liquidia filed a motion for summary judgment, which was denied on July 23, 2025. We filed a new complaint on May 29, 2024, to commence a separate, related case against Liquidia and Dr. Roscigno in North Carolina state court, which includes a claim for breach of contract. Liquidia moved to dismiss the new case, and the court denied that


22			United Therapeutics, a public benefit corporation

Table of Contents

Part I. Financial Information

motion. On June 24, 2025, Liquidia filed an interlocutory notice of appeal of the decision denying its motion to dismiss, and on October 3, 2025, we filed a motion to dismiss the appeal. Our motion to dismiss the appeal is pending.

On April 21, 2025, Liquidia filed a lawsuit against us in the U.S. District Court for the Middle District of North Carolina, alleging that Tyvaso DPI infringes U.S. Patent No. 10,898,494. This patent’s claims are directed to the treatment of pulmonary hypertension by administering specified amounts of treprostinil via a dry powder inhaler in a specified number of breaths. The patent expires May 5, 2037. Liquidia seeks damages and attorneys’ fees. We filed a motion to dismiss or, alternatively, a motion to stay the case based on the argument that we co-own the asserted patent based on Liquidia’s and Dr. Roscigno’s alleged trade secret misappropriation subject to the pending North Carolina state court litigation. That motion is pending. On May 9, 2025, we filed a lawsuit against Liquidia in the U.S. District Court for the Middle District of North Carolina, alleging that Yutrepia infringes U.S. Patent No. 11,357,782. This patent claims a method of treating pulmonary hypertension using inhaled treprostinil delivered using a specified dosage regimen. The patent expires May 14, 2027. We moved for a preliminary injunction, but the court denied that motion. Liquidia moved to dismiss or, alternatively, transfer the case to the U.S. District Court for the District of Delaware. That motion is pending.

We plan to continue to vigorously enforce our intellectual property rights related to Tyvaso DPI and Nebulized Tyvaso. In addition, we intend to vigorously defend ourselves against the claims made by Liquidia in its patent infringement lawsuit against us, which we believe are without merit.

MSP Recovery Litigation

In July 2020, MSP Recovery Claims, Series LLC; MSPA Claims 1, LLC; and Series PMPI, a designated series of MAO-MSO Recovery II, LLC, filed a class action complaint against Caring Voices Coalition, Inc. (CVC) and us in the U.S. District Court for the District of Massachusetts. The complaint alleged that we violated the federal Racketeer Influenced and Corrupt Organizations (RICO) Act and various state laws by coordinating with CVC when making donations to a PAH fund so that those donations would go toward copayment obligations for Medicare patients taking drugs manufactured and marketed by us. The plaintiffs claim to have received assignments from various Medicare Advantage health plans and other insurance entities that allow them to bring this lawsuit on behalf of those entities to recover allegedly inflated amounts they paid for our drugs. In April 2021, the court granted our motion to transfer the case to the U.S. District Court for the Southern District of Florida.

In October 2021, the plaintiffs filed an amended complaint that includes state antitrust claims based on alleged facts similar to those raised by Sandoz and RareGen in the matter described above. The amended complaint added MSP Recovery Claims Series 44, LLC as a plaintiff and Smiths Medical and CVC as defendants. In December 2021, we filed a motion to dismiss all of the plaintiffs’ claims in the amended complaint, including the new antitrust claims. Smiths Medical also filed a motion to dismiss the plaintiffs’ claims against Smiths Medical. In September 2022, the court dismissed all of the plaintiffs’ claims against us and Smiths Medical without prejudice.

In October 2022, the plaintiffs filed a second amended complaint, which added federal antitrust claims and consumer protection claims under other states’ laws to the claims previously asserted. The second amended complaint also named Accredo Health Group, CVS Health Corporation, Express Scripts, Inc., and Express Scripts Holding Company (collectively, the Specialty Pharmacies), and the Adira Foundation as additional defendants. In March 2023, we filed our motion to dismiss the second amended complaint. The Specialty Pharmacies filed their own motion to dismiss, as did Smiths Medical. On March 22, 2024, the magistrate judge recommended dismissal of the plaintiffs’ complaint against all defendants in its entirety with prejudice, and for administrative purposes, issued an order dismissing the complaint. On April 12, 2024, the plaintiffs filed an objection to the magistrate judge’s recommendation. On May 10, 2024, we filed a response to the plaintiffs’ objection, as did the other defendants. If the district court judge adopts the magistrate judge’s recommendation and dismisses the case, the plaintiffs will have the right to appeal.

We intend to continue to vigorously defend ourselves against the claims made in this lawsuit.

Litigation with Humana and United Healthcare

Humana Inc. (Humana) and United Healthcare Services, Inc. (United) filed separate lawsuits against us in the U.S. District Court for the District of Maryland in December 2022 and November 2022, respectively. Each of these lawsuits includes allegations similar to those in the MSP Recovery matter discussed above concerning our charitable contributions to CVC. In particular, these lawsuits allege that our donations to CVC violated RICO and various state laws. We filed motions to dismiss both of these lawsuits in March 2023. On March 25, 2024, the court dismissed both the Humana and United complaints in their entirety. In both cases, the RICO claims were dismissed with prejudice. In the Humana case, the state law claims were dismissed without prejudice, and in the United case, some of the state law claims were dismissed with prejudice, while others were dismissed without prejudice. Neither Humana nor United filed an appeal to date, and their deadlines for filing appeals have passed.

On April 24, 2024, Humana and United each filed lawsuits against us in the Circuit Court for Montgomery County, Maryland. These lawsuits include allegations similar to those in their lawsuits discussed above concerning charitable contributions. Humana and United allege that our donations to CVC give rise to common law causes of action, violations of state consumer protection statutes, and violations of insurance fraud statutes under the laws of various states. On July 22, 2024, we filed


Quarterly Report			23

Table of Contents

Part I. Financial Information

motions to dismiss both of these lawsuits. Oral argument on these motions to dismiss took place on October 24, 2024. On September 23, 2025, the court dismissed both lawsuits with prejudice. On October 20, 2025, Humana and United each appealed the court’s decision to the Appellate Court of Maryland.

We intend to continue to vigorously defend ourselves against the claims made in these lawsuits.


24			United Therapeutics, a public benefit corporation

Table of Contents

Part I. Financial Information

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

The following discussion should be read in conjunction with our Annual Report on Form 10-K for the year ended December 31, 2024 (the 2024 Annual Report), and our consolidated financial statements and accompanying notes included in Part I, Item 1 of this Quarterly Report on Form 10-Q. All statements in this filing are made as of the date this Quarterly Report on Form 10-Q is filed with the U.S. Securities and Exchange Commission (SEC). We undertake no obligation to publicly update or revise these statements, whether as a result of new information, future events, or otherwise.

The following Management’s Discussion and Analysis of Financial Condition and Results of Operations and other sections of this report contain forward-looking statements made pursuant to the safe harbor provisions of Section 21E of the Securities Exchange Act of 1934 (the Exchange Act) and the Private Securities Litigation Reform Act of 1995. These statements, which are based on our beliefs and expectations about future outcomes and on information available to us through the date this Quarterly Report on Form 10-Q is filed with the SEC, include, among others, statements related to the following:

•Expectations of revenues, expenses, profitability, cash flows, and growth in the number of patients being treated with our products, including continued growth in sales of Tyvaso DPI, and anticipated growth in the number of patients with pulmonary hypertension associated with interstitial lung disease (PH-ILD) being treated with our Tyvaso products;

•The sufficiency of our cash on hand to support operations;

•Our ability to obtain and maintain domestic and international regulatory approvals;

•Our ability to maintain attractive pricing and reimbursement levels for our products, in light of increasing competition, including from generic products, and pressure from government and other payers to decrease the costs associated with healthcare, including the potential impact of the Inflation Reduction Act of 2022 (IRA) on our business and President Trump’s most favored nation pricing initiative;

•The expected volume and timing of sales of our commercial products, as well as potential future commercial products, including the anticipated effect of various research and development efforts on sales of these products;

•The timing and outcome of clinical studies, other research and development efforts, and related regulatory filings and approvals;

•The outcome of pending and potential future legal and regulatory actions by the U.S. Food and Drug Administration (FDA) and other regulatory and government enforcement agencies related to our products and potential competitive products;

•The timing and outcome of ongoing litigation, including the lawsuit filed against us by Sandoz Inc. (Sandoz) and Liquidia PAH, LLC (formerly known as RareGen, LLC) (RareGen); our patent and trade secret litigation with Liquidia Technologies, Inc. (Liquidia) related to Yutrepia; Liquidia’s patent lawsuit against us related to Tyvaso DPI; and our litigation with Humana Inc., United Healthcare Services, Inc., MSP Recovery Claims, Series LLC, and related entities;

•The impact of competing therapies on sales of our commercial products, including the impact of generic versions of Remodulin; established therapies such as Uptravi®; and newer therapies such as Merck’s Winrevair™ and Liquidia’s Yutrepia;

•The expectation that we will be able to manufacture sufficient quantities and maintain adequate inventories of our commercial products, through both our in-house manufacturing capabilities and third-party manufacturing sites (including our plans to expand manufacturing capacity for Tyvaso DPI);

•Expectations regarding the amount and timing of capital expenditures to construct new facilities to support our product development and commercialization efforts, including our xenotransplantation-related facilities;

•Expectations regarding the timing and impact of our business development efforts;

•The adequacy of our intellectual property protection and the validity and expiration dates of the patents we own or license, as well as the regulatory exclusivity periods for our products;

•Any statements that include the words “believe,” “seek,” “expect,” “anticipate,” “forecast,” “project,” “intend,” “estimate,” “should,” “could,” “may,” “will,” “plan,” or similar expressions; and

•Other statements contained or incorporated by reference in this report that are not historical facts.

We caution you that these statements are not guarantees of future performance and are subject to numerous evolving risks and uncertainties that we may not be able to accurately predict or assess, and that may cause our actual results to differ materially from anticipated results, including the risks and uncertainties we describe in Part II, Item 1A—Risk Factors of this Quarterly Report on Form 10-Q and risks and uncertainties described in other cautionary statements, cautionary language, and risk factors set forth in our other filings with the SEC.


Quarterly Report			25

Table of Contents

Part I. Financial Information

Overview of Marketed Products

We market and sell the following commercial products:

•Tyvaso DPI, a dry powder inhaled formulation of the prostacyclin analogue treprostinil, approved by the FDA in May 2022 to improve exercise ability in patients with pulmonary arterial hypertension (PAH) and PH-ILD.

•Nebulized Tyvaso, a nebulized liquid inhaled formulation of treprostinil, approved by the FDA to improve exercise ability in patients with PAH. Nebulized Tyvaso was also approved by the FDA in March 2021 to improve exercise ability in patients with PH-ILD. Nebulized Tyvaso has also been approved in various countries outside of the United States.

•Remodulin, a continuously-infused formulation of treprostinil, approved by the FDA for subcutaneous and intravenous delivery to diminish symptoms associated with exercise in patients with PAH. Remodulin has also been approved in various countries outside of the United States. In February 2021, we launched U.S. sales of the Remunity Pump, a next-generation subcutaneous infusion system for Remodulin developed under an exclusive development and license agreement with DEKA Research & Development Corp. (DEKA). In September 2025, we launched a new patient-filled version of the Remunity Pump, called RemunityPRO, which is intended to improve the patient experience by making the pump easier to use.

•Orenitram, an oral extended-release tablet form of treprostinil, approved by the FDA to delay disease progression and improve exercise capacity in PAH patients.

•Unituxin, an infused monoclonal antibody approved in the United States and Canada for the treatment of high-risk neuroblastoma and approved in Japan for the treatment of neuroblastoma after high-dose chemotherapy.

•Adcirca, an oral immediate-release tablet form of the PDE-5 inhibitor tadalafil, approved by the FDA to improve exercise ability in PAH patients. We sell Adcirca under an in-license from Eli Lilly and Company (Lilly) that expires December 31, 2026.

Revenues

Our total revenues consist primarily of sales of the commercial products noted above, including the delivery devices (in the case of Tyvaso DPI, Nebulized Tyvaso, and Remodulin). We have entered into separate, non-exclusive distribution agreements with Accredo Health Group, Inc. and its affiliates (Accredo) and Caremark, L.L.C. (CVS Specialty) to distribute Tyvaso DPI, Nebulized Tyvaso, Remodulin, the Remunity Pump, the RemunityPRO Pump, and Orenitram in the United States, and we have entered into an exclusive distribution agreement with Cencora Global Procurement Ltd. to distribute Unituxin in the United States. We also sell Nebulized Tyvaso, Remodulin, and Unituxin to distributors internationally. We sell Adcirca through Lilly’s pharmaceutical wholesale network. To the extent we have increased the price of any of these products, increases have typically been in the single-digit percentages per year, except for Adcirca, the price of which is set solely by Lilly. We also derive revenues from the sale of commercial ex vivo lung perfusion services, which are presented under Other within Note 11—Segment Information to our consolidated financial statements included in this Quarterly Report on Form 10-Q.

We require our specialty pharmaceutical distributors to maintain reasonable levels of inventory reserves for our treprostinil-based therapies because the interruption of these therapies can be life threatening. Our specialty pharmaceutical distributors typically place monthly or semi-monthly orders based on current utilization trends and contractual minimum and maximum inventory requirements. As a result, sales of our treprostinil-based therapies can vary depending on the timing and magnitude of these orders and do not precisely reflect changes in patient demand. The information we have about patient demand, the number of patients using our products, and inventory held by our distributors, is based upon our review of patient utilization and inventory data provided to us by our specialty pharmaceutical distributors.

Generic Competition and Challenges to our Intellectual Property Rights

Remodulin—Generic Competition

We settled litigation with Sandoz related to its abbreviated new drug application (ANDA) seeking FDA approval to market a generic version of Remodulin, and in March 2019, Sandoz announced the availability of its generic product in the United States. We have also entered into similar settlement agreements with other generic companies, some of which have also launched sales of generic versions of Remodulin. Through September 30, 2025, we have seen limited erosion of Remodulin sales as a result of generic treprostinil competition in the United States. We are currently engaged in litigation with Sandoz and its marketing partner, RareGen (now a subsidiary of Liquidia Corporation, the parent company of Liquidia), related to the infusion devices used to administer Remodulin subcutaneously. We understand that generic treprostinil was initially launched by Sandoz/RareGen for use only by intravenous infusion. In May 2021, Sandoz/Liquidia Corporation announced that Sandoz’s generic treprostinil was made available for subcutaneous use, following FDA clearance of a cartridge that can administer the product via the Smiths Medical CADD MS-3 pump. In addition, Liquidia has announced it is developing a new subcutaneous


26			United Therapeutics, a public benefit corporation

Table of Contents

Part I. Financial Information

infusion system for its generic treprostinil product. See Note 12—Litigation, to our consolidated financial statements included in this Quarterly Report on Form 10-Q.

Regulatory authorities in various European countries began approving generic versions of Remodulin in 2018, followed by pricing approvals and commercial launches in most of these countries in 2019 and 2020. As a result, our international Remodulin revenues have decreased compared to the period prior to generic launch, due to increased competition and a reduction in our contractual transfer price for Remodulin sold by certain international distributors for sales in countries in which the pricing of Remodulin is impacted by the generic competition.

Nebulized Tyvaso and Orenitram—Potential Future Generic Competition

We settled litigation with Watson Laboratories, Inc. (Watson) and Actavis Laboratories FL, Inc. (Actavis) related to their ANDAs seeking FDA approval to market generic versions of Nebulized Tyvaso and Orenitram, respectively, before the expiration of certain of our U.S. patents. Under the settlement agreements, Watson and Actavis can market their generic versions of Nebulized Tyvaso and Orenitram, respectively, in the United States beginning in January 2026 and June 2027, respectively, although either or both of them may be permitted to enter the market earlier under certain circumstances. In May 2022, we settled litigation with ANI Pharmaceuticals, Inc. (ANI) regarding its ANDA seeking FDA approval to market a generic version of Orenitram. Under the settlement agreement, ANI can market its generic version of Orenitram in the United States beginning in December 2027, although it may be permitted to enter the market earlier under certain circumstances. Competition from these generic companies could reduce our net product sales and profits.

Liquidia—Yutrepia

In May 2025, Liquidia obtained final FDA approval to market Yutrepia, a dry powder formulation of treprostinil for inhalation, to treat PAH and PH-ILD. Liquidia announced that it launched sales of Yutrepia in June 2025. The Yutrepia new drug application (NDA) was submitted under the 505(b)(2) regulatory pathway with Nebulized Tyvaso as the reference listed drug. Yutrepia competes directly with Tyvaso DPI, Nebulized Tyvaso, and our other treprostinil-based products.

We are engaged in patent litigation with Liquidia concerning Yutrepia. Specifically, we allege that Yutrepia infringes a patent we own covering the treatment of PH-ILD to improve exercise capacity in patients suffering from PH-ILD by inhaling treprostinil at specific dosages. If we are successful in this litigation, we believe Liquidia will be required to remove PH-ILD as a labeled indication for Yutrepia until the expiration of our patent in February 2042. We are also engaged in litigation with Liquidia alleging trade secret misappropriation. In this case, we allege that a former executive of ours misappropriated trade secrets related to Tyvaso when he utilized them as an executive of Liquidia to aid in the development of Yutrepia. Finally, we are engaged in separate litigation against Liquidia alleging that Yutrepia infringes a patent that claims a method of treating pulmonary hypertension using inhaled treprostinil delivered in a specified dosage using a specified dosage regimen. This patent expires in May 2027.

Liquidia has also sued us, alleging infringement of a patent with claims directed to the treatment of pulmonary hypertension by administering specified amounts of treprostinil via a dry powder inhaler in a specified number of breaths. We filed a motion to dismiss or, alternatively, a motion to stay, the case based on the argument that we co-own the asserted patent based on the alleged trade secret misappropriation discussed above.

For further details regarding these and other litigation matters involving Liquidia and Yutrepia, please see Note 12—Litigation, to our consolidated financial statements included in this Quarterly Report on Form 10-Q.

General

We intend to vigorously enforce our intellectual property rights related to our products. However, we may not prevail in defending our patent rights, and additional challenges from other ANDA filers or other challengers may surface with respect to our products. Our patents could be invalidated, found unenforceable, or found not to cover one or more generic forms of our products. If any ANDA filer or filer of a 505(b)(2) NDA for a branded treprostinil product were to receive approval to sell its treprostinil product and/or prevail in any patent litigation, our affected product(s) would become subject to increased competition. Patent expiration, patent litigation, and competition from generic or other branded treprostinil manufacturers could have a significant, adverse impact on our treprostinil-based product revenues, our profits, and our stock price. These potential effects are inherently difficult to predict. For additional discussion, see the risk factor entitled, Our intellectual property rights may not effectively deter competitors from developing competing products that, if successful, could have a material adverse effect on our revenues and profits, contained in Part II, Item 1A—Risk Factors included in this Quarterly Report on Form 10-Q.

Operating Expenses

We devote substantial resources to our various clinical trials and other research and development efforts, which are conducted both internally and through third parties. From time to time, we also license or acquire additional technologies and compounds to be incorporated into our development pipeline. Our operating expenses include the costs described below.


Quarterly Report			27

Table of Contents

Part I. Financial Information

Cost of Sales

Our cost of sales primarily includes costs to manufacture our products, royalty and sales-based milestone payments under license agreements granting us rights to sell related products, direct and indirect distribution costs incurred in the sale of our products, and the costs of inventory reserves for current and projected obsolescence. These costs also include share-based compensation and salary-related expenses for direct manufacturing and indirect support personnel, quality review and release for commercial distribution, direct materials and supplies, depreciation, facilities-related expenses, and other overhead costs.

Research and Development

Our research and development expenses primarily include costs associated with the research and development of new products, new indications for existing products, and various post-marketing research activities. These costs also include share-based compensation and salary-related expenses for research and development functions, professional fees for preclinical and clinical studies, costs associated with clinical manufacturing, facilities-related expenses, regulatory costs, and costs associated with payments to third-party contract manufacturers before FDA approval of the relevant product. Expenses also include costs for third-party arrangements, including upfront fees and milestone payments required under license arrangements for therapies under development. We do not track fully-burdened research and development expenses by individual product candidate.

Selling, General, and Administrative

Our selling, general, and administrative expenses primarily include costs associated with the commercialization of approved products and general and administrative costs to support our operations, including share-based compensation and salary-related expenses. Selling expenses include product marketing and sales operations costs, as well as other costs incurred to support our sales efforts. General and administrative expenses include the core corporate support functions such as human resources, finance, and legal, and associated external costs to support those functions.

Share-Based Compensation

Historically, we granted awards under our Share Tracking Awards Plan (the STAP). Issuance of awards under this plan was discontinued in 2015 and all remaining outstanding STAP awards were exercised during the first quarter of 2025. Currently, we grant stock options and restricted stock units under the United Therapeutics Corporation Amended and Restated 2015 Stock Incentive Plan (the 2015 Plan), and restricted stock units under our 2019 Inducement Stock Incentive Plan (the 2019 Inducement Plan). The grant date fair values of stock options and restricted stock units are recognized as share-based compensation expense ratably over their vesting periods.

The fair value of stock options is measured using inputs and assumptions under the Black-Scholes-Merton model. The fair value of restricted stock units is measured using our stock price on the date of grant.

Research and Development

We focus our research and development efforts on the following pipeline programs. We also engage in a variety of additional research and development efforts, including efforts to develop new and improved devices to deliver our current commercial products and other small molecule therapies, some of which are intended for once-daily or as-needed administration, for a variety of pulmonary indications. In addition, we are developing technologies designed to increase the supply of transplantable organs and organ alternatives and improve outcomes for transplant recipients through xenotransplantation, regenerative medicine, bio-artificial organ alternatives, three-dimensional (3D) bioprinting of organ alternatives, and ex vivo lung perfusion.

Select Pipeline Programs

Product

Mode of Administration

Indication

Current Status

STUDY NAME

Our Territory

Nebulized Tyvaso
(treprostinil)

Inhaled

IPF

Phase 3 TETON 1 and TETON 2 studies

Worldwide

Nebulized Tyvaso
(treprostinil)

Inhaled

PPF

Phase 3 TETON PPF study

Worldwide

Ralinepag
(IP receptor agonist)

Oral

PAH

Phase 3 ADVANCE OUTCOMES study

Worldwide


28			United Therapeutics, a public benefit corporation

Table of Contents

Part I. Financial Information

Nebulized Tyvaso — TETON studies

On September 2, 2025, we announced that the TETON 2 phase 3 study of Nebulized Tyvaso in patients with idiopathic pulmonary fibrosis (IPF) met its primary efficacy endpoint of demonstrating improvement in absolute forced vital capacity (FVC) relative to placebo. Nebulized Tyvaso demonstrated superiority over placebo for the change in absolute FVC by 95.6 mL (Hodges-Lehmann estimate, p <0.0001) from baseline to week 52 in patients with IPF. Benefits of Nebulized Tyvaso were observed across all subgroups, such as use of background therapy (nintedanib, pirfenidone, or no background therapy), smoking status, and supplemental oxygen use.

Statistically significant improvements relative to placebo were also observed in most secondary endpoints, including time to first clinical worsening event, as well as changes from baseline to week 52 in percent predicted FVC, King’s Brief Interstitial Lung Disease quality of life questionnaire, and diffusion capacity of lungs for carbon monoxide. While not statistically significant, both time to first acute exacerbation of IPF and overall survival at week 52 trended in favor of Nebulized Tyvaso. Treatment with Nebulized Tyvaso was well-tolerated, and the safety profile was consistent with previous Nebulized Tyvaso studies and known prostacyclin-related adverse events. No new safety signal was seen.

The TETON 2 study enrolled 597 patients and was conducted outside the United States and Canada. A second phase 3 study of Nebulized Tyvaso in IPF patients, called TETON 1, is being conducted in the United States and Canada. We intend to use the data from both the TETON 2 study and the ongoing TETON 1 study to support a supplemental NDA to the FDA to add IPF to the labeled indications for Nebulized Tyvaso. We plan to meet with the FDA before the end of 2025 to discuss ways to potentially expedite the regulatory review process when TETON 1 results are available. Data readout from TETON 1 is expected in the first half of 2026.

The TETON 1 and TETON 2 studies were prompted by data from the INCREASE study of Nebulized Tyvaso for the treatment of PH-ILD, which demonstrated in a post-hoc analysis that treatment with Nebulized Tyvaso resulted in significant improvements in percent predicted FVC at weeks 8 and 16, with subjects having an underlying etiology of IPF showing the greatest improvement (week 8: 2.5 percent; p=0.038 and week 16: 3.5 percent; p=0.015). Further, open-label extension (OLE) data published in 2023 showed that these improvements in FVC were sustained for at least 64 weeks. For those patients who received placebo during the INCREASE study, marked improvements in FVC were observed following transition to Nebulized Tyvaso during the OLE study. These data points, combined with substantial preclinical evidence of antifibrotic activity of treprostinil and the results of the TETON 2 study, suggest that Nebulized Tyvaso may offer a treatment option for patients with IPF. We believe there are approximately 100,000 IPF patients in the United States.

We are also conducting a phase 3 study of Nebulized Tyvaso called TETON PPF for the treatment of progressive pulmonary fibrosis (PPF); we enrolled the first patient in TETON PPF in October 2023. The primary endpoint of the TETON PPF study is the change in absolute FVC from baseline to week 52.

The TETON PPF study was also prompted by a post-hoc analysis of data from the INCREASE study. PPF is a group of ILD conditions that exhibit progressive, self-sustaining fibrosis, and a similar disease course to IPF. PPF includes idiopathic interstitial pneumonias, autoimmune ILDs, chronic fibrosing hypersensitivity pneumonitis, and fibrotic ILDs related to environmental/occupational exposure. Due to the similarities in the mechanism of fibrosis between IPF and PPF, we anticipate that anti-fibrotic therapies will impact disease progression similarly in patients with these conditions. Therefore, based on the FVC improvements in subjects with IPF observed in the INCREASE study, we are conducting the TETON PPF study to evaluate the safety and efficacy of Nebulized Tyvaso for the treatment of PPF. We are targeting enrollment of 698 patients in this study. We believe there are at least 60,000 PPF patients in the United States, but the number could be significantly greater as some estimates indicate the U.S. patient population could exceed 180,000.

If the TETON studies result in FDA approval to add IPF and/or PPF to the Nebulized Tyvaso label, we also plan to seek FDA approval to expand the Tyvaso DPI label to include IPF and/or PPF, as applicable, following completion of any FDA-required bridging studies. We and our distributors will also consider seeking amendments to the marketing authorizations for Nebulized Tyvaso in other countries where it is approved, to include IPF and/or PPF indications, and we will also consider seeking approval of Nebulized Tyvaso for these indications in countries where it is not yet approved. Both the FDA and the European Medicines Agency have granted orphan designation for treprostinil to treat IPF, but not for PPF.

Ralinepag

Ralinepag is a next-generation, once-daily, oral, extended-release, selective, and potent prostacyclin receptor agonist that we are developing for the treatment of PAH. A phase 2 study of an immediate-release formulation of ralinepag in 61 PAH patients (40 patients on active ralinepag, 21 on placebo) met its primary endpoint, showing a 29.8 percent reduction (p=0.03) in median pulmonary vascular resistance (PVR, the force or resistance that blood encounters as it flows through the blood vessels in the lungs) after 22 weeks of treatment with ralinepag compared with placebo. After participation in the phase 2 study, 45 patients entered into an OLE study to further determine if ralinepag may be safe and effective for long-term use to treat patients with PAH. The study found that ralinepag had a manageable side effect profile, with a decrease in side effects for patients who continued taking ralinepag over time. Moreover, two years after entering the OLE study, the study showed that ralinepag improved the ability to exercise as the 6MWD significantly increased by a mean of 36.3 meters (p=0.004), and over 85 percent of patients remained stable in their functional class. Additionally, hemodynamic measures (metrics to


Quarterly Report			29

Table of Contents

Part I. Financial Information

measure how well the heart is working) taken either one or two years after entering the OLE study demonstrated significant improvements (p=0.05) in both median PVR and mean pulmonary arterial pressure (the pressure in the blood vessels connecting the heart).

In June 2025, we concluded enrollment of the ADVANCE OUTCOMES study, which is a phase 3, event-driven clinical trial of an extended-release formulation of ralinepag in PAH patients with a primary endpoint of time to first clinical worsening event. ADVANCE OUTCOMES is a global, multi-center, placebo-controlled trial that includes patients on approved oral background PAH therapies. We expect to continue accruing clinical worsening events in this study through the end of 2025, and release topline data from the study in the first half of 2026.

If approved and launched, we expect ralinepag’s once-daily dosing profile to position it favorably compared with Uptravi (selexipag), which is a twice-daily IP-receptor agonist marketed by Johnson & Johnson for the treatment of PAH. In 2024, Johnson & Johnson reported global sales of Uptravi of over $1.8 billion, including over $1.5 billion in U.S. sales, reflecting a growth rate of approximately 14 percent over 2023.

Assuming the ADVANCE OUTCOMES study is successful, we plan to develop an oral triple-combination therapy consisting of ralinepag, an endothelin receptor antagonist, and a PDE-5 inhibitor.

Manufactured Organs and Organ Alternatives

Each year, end-stage organ failure kills millions of people. A significant number of these patients could have benefited from an organ transplant. Unfortunately, the number of usable, donated organs available for transplantation has not grown significantly over the past half century, while the need has soared. Our long-term goals are aimed at addressing this shortage. With advances in technology, we believe that creating an unlimited supply of tolerable manufactured organs and organ alternatives is now principally an engineering challenge, and we are dedicated to finding engineering solutions. We are engaged in research and development of a variety of technologies designed to increase the supply of transplantable organs and tissues and to improve outcomes for transplant recipients through xenotransplantation, regenerative medicine, 3D bioprinting of organ alternatives, bio-artificial organ alternatives, and ex vivo lung perfusion.

While we continue to develop and commercialize therapies for rare and life-threatening conditions, we view manufactured organs and organ alternatives as complementary solutions for a broad array of diseases, many of which (such as PAH and PH-ILD) have proven incurable to date despite the availability of pharmaceutical and biologic therapies. For this reason, we included the development of “technologies that expand the availability of transplantable organs” as part of our express public benefit purpose when we converted United Therapeutics to a public benefit corporation (PBC) in 2021.

Xenotransplantation

Our xenotransplantation program includes three development-stage organ products known as “xenografts”, which are intended to be transplanted from gene-edited pigs into humans.

The UKidney™ is a development-stage kidney from a pig with ten gene edits to support organ functioning in the human body. Six human genes were added to the pig genome to facilitate immune acceptance of the organ, while four genes were inactivated: three that contribute to porcine organ rejection in humans and one that can cause organ growth beyond what is normal for humans. The UHeart™ is a heart from the same pig with ten gene edits.

The UThymoKidney™ is a development-stage kidney from a pig with a single gene edit, together with tissue from the pig’s thymus. The pig’s thymus tissue is intended to condition the recipient’s immune system to recognize the UThymoKidney as “self” and reduce the likelihood of rejection. The single gene that is disrupted in the pig is responsible for the synthesis of alpha-gal, a sugar on the surface of cells that can cause immediate rejection of a porcine organ when transplanted into the human body. Because tissues from pigs containing this gene edit do not contain detectable levels of the alpha-gal sugar, we refer to materials derived from this pig as GalSafe®. In December 2020, the GalSafe pig was approved by the FDA for use as human food and as a potential source for biomedical purposes. Meat from GalSafe pigs is currently being provided to individuals with alpha-gal syndrome, an allergy to meat caused by a bite from the lone star tick. This approval marked only the second FDA approval of a gene-edited animal as a source of food, and the first such approval for a mammal.

Johns Hopkins University (JHU), New York University (NYU), the University of Alabama at Birmingham (UAB), and the University of Maryland, Baltimore (UMB) have performed preclinical testing of our porcine xenografts in animal models. In addition, we have worked with NYU and UAB to employ innovative preclinical human models to obtain insights into how xenografts function inside the human body.

In December 2024, we submitted an Investigational New Drug application (IND) to the FDA related to our UKidney product. In January 2025, the FDA cleared this IND, which enables us to commence a clinical trial. This study, which we refer to as the EXPAND study, is expected to enroll an initial cohort of six end-stage renal disease (ESRD) patients, expanding to up to 50 participants, and we intend to use the results of this study to support a Biologics License Application (BLA) with the FDA. This study is designed as a combination phase 1/2/3 trial (sometimes referred to as a “phaseless” study) to evaluate safety and efficacy seamlessly without moving through separate phase 1, phase 2, and phase 3 studies that are typically associated with conventional drug approvals. The study has been initiated, and we expect the first transplant to occur shortly.


30			United Therapeutics, a public benefit corporation

Table of Contents

Part I. Financial Information

In July 2025, we submitted an IND to the FDA related to our anticipated EXTEND clinical study of our UThymoKidney product. In August 2025, the FDA cleared this IND, enabling us to commence this study, which we expect will be similar in size and scope to the EXPAND study described above.

We are also preparing to submit one or more INDs for two clinical studies of UHeart products in the near term. One study is expected to relate to full UHeart transplants into adult patients. A second is expected to relate to partial UHeart transplants into pediatric patients.

In February 2024, we inaugurated a designated pathogen-free (DPF) facility in Virginia and began populating the facility with animals during the first quarter of 2024. We expect this DPF facility to supply xenografts compliant with FDA current Good Manufacturing Practices (cGMP) for human clinical trials, with a target capacity of up to 125 organs per year. In 2024, we acquired land in Minnesota where we are constructing a second DPF facility for redundancy, and to support breeding of animals for future commercial use. In March 2025, we purchased land in Houston, Texas, where we are constructing a third DPF facility. While we believe these DPF facilities will be capable of producing organs for commercial use, we are planning to build additional and potentially larger cGMP DPF facilities for commercial use. While these projects will be capital-intensive, the timing and volume of these expenditures will be staggered and paced in a manner intended to balance our need to address market demand as soon as possible following FDA approval with the need to defer the most significant capital expenditures until we achieve certain clinical trial milestones.

Additional key accomplishments in our xenotransplantation program include the following:

•First Successful Xenotransplants of Porcine Hearts. University of Maryland School of Medicine (UMSOM) surgeons successfully transplanted UHearts into two living human patients. Each of these procedures were authorized by the FDA on a single-patient, expanded access (also called “compassionate use”) basis, and marked the first known examples of transplanting whole organs from gene-edited pigs to humans. The FDA’s compassionate use regulations allow a physician to apply to use an unapproved product outside of a clinical trial to treat an individual patient with a serious or immediately life-threatening disease or condition when no satisfactory alternative therapy is available. The first patient, who received a xenotransplant in January 2022, survived for approximately two months with the UHeart. In June 2022, data from this procedure were published in the New England Journal of Medicine. The second patient, who received a xenotransplant in September 2023, survived for approximately six weeks with the UHeart. We and our collaborators continue to evaluate data from these human transplants.

•First Successful Transplantation of Porcine Thymokidney. In April 2024, surgeons at NYU Langone Health successfully transplanted a UThymoKidney into a living patient under an FDA authorization for compassionate use. The patient was suffering from heart and kidney failure, and received a left ventricular assist device to stabilize heart function prior to the UThymoKidney transplant. The procedure marked the first known transplantation of a thymokidney into a human, the first known transplantation of a gene-edited porcine kidney into a human using only FDA-cleared immunosuppression drugs, and the first known procedure combining the use of a heart pump with a transplanted porcine xenokidney. After 47 days, surgeons electively removed the UThymoKidney and returned the patient to dialysis. According to NYU Langone Health, the UThymoKidney had sustained significant injury from episodes of insufficient blood flow due to reduced blood pressure generated by the heart pump and, on balance, was no longer contributing enough to justify continuing the patient’s immunosuppression regimen. NYU Langone Health noted that a biopsy of the UThymoKidney did not show signs of rejection.

•Second Successful Transplantation of a Porcine Kidney. In November 2024, surgeons at NYU Langone Health successfully transplanted a UKidney into a living patient under an FDA authorization for compassionate use. In March 2025, the patient developed an infection unrelated to the transplant that led to the reduction of immunosuppression drugs and the rejection of the organ. As a result, the UKidney was removed and the patient returned to dialysis. The UKidney performed well for over four months.

•Successful UKidney and UHeart Tests in Preclinical Human Models. In 2021, surgeons at NYU and UAB tested UThymoKidneys and UKidneys from our gene-edited pigs in brain-dead organ donors maintained on artificial support, providing preclinical evidence that gene-edited pig organs could transcend the most proximate immunological barriers to xenotransplantation. These studies using a preclinical human decedent model were conducted in brain-dead organ donors whose organs were determined to be ineligible for donation, with the consent of each donor’s family. Results of the UAB experiments were published in the American Journal of Transplantation in January 2022 and the Journal of Clinical Investigation in January 2024, and results of the NYU experiments were published in the New England Journal of Medicine in May 2022.

In June and July 2022, NYU surgeons tested two UHearts from our gene-edited pigs in brain-dead organ donors maintained on artificial support. In each case, normal function was observed for our UHearts over a three-day study period, without signs of early rejection. The results were published in Nature Medicine in July 2023.

In September 2023, NYU surgeons completed a 61-day study of a UThymoKidney in a brain-dead organ donor maintained on artificial support. At the time, this experiment marked the longest documented case of a xenotransplanted organ functioning in a human body.


Quarterly Report			31

Table of Contents

Part I. Financial Information

Regenerative Medicine, Bio-Artificial Organ Alternatives, and 3D Bioprinting of Organ Alternatives

•Miromatrix. In December 2023, we acquired Miromatrix Medical Inc. (Miromatrix), a company based in Minnesota focused on the development of new technologies for generating manufactured kidneys and liver alternatives composed of human primary cells. The Miromatrix external liver assist product, called miroliverELAP®, uses a decellularized porcine liver matrix that has been seeded with human-derived cells and an extracorporeal blood circuit to maintain liver support in patients experiencing acute liver failure. Miromatrix first used its decellularization technology to successfully develop two acellular products, MiroMesh® and MiroDerm®, which received FDA 510(k) clearance for hernia repair and wound care applications, respectively, and which were later spun off by Miromatrix. In October 2024, Miromatrix initiated screening of patients for a phase 1 study of miroliverELAP in patients with acute liver failure, which is the first human clinical trial of a manufactured organ alternative. In June 2025, Miromatrix enrolled the first patient in this study. Miromatrix is also developing miroliver®, a fully implantable manufactured liver alternative product, and mirokidney®, a fully implantable manufactured kidney alternative product, both of which are based on decellularized porcine organ scaffolds that have been reseeded with human-derived cells. Initially the Miromatrix products are intended to be made with cells from a human donor other than the recipient (also called “allogeneic” cells), requiring the use of standard immunosuppression protocols. Future versions may be based on the patient’s own cells (known as “autologous” cells), reducing or eliminating the need for immunosuppression drugs.

•ULobe™. The ULobe is a development-stage engineered lung lobe alternative made using a porcine lung scaffold that is decellularized and then re-cellularized with allogeneic human cells. In 2023, our Regenerative Medicine Laboratory in Research Triangle Park, North Carolina (RTP) produced 518 decellularized lung scaffolds, 240 recellularized lungs, and 1 trillion human cells for use in recellularization.

•ULung™. The ULung is a development-stage engineered lung alternative composed of a 3D printed lung scaffold cellularized with either allogeneic or autologous human lung cells, with the goal of reducing or eliminating the need for immunosuppression. The lung scaffold used in the ULung is printed using 3D printers being developed in collaboration with 3D Systems, Inc. Our Organ Manufacturing Group, located in Manchester, New Hampshire, has achieved recognition for developing the world’s most complex 3D printed object. Its lung scaffold designs consist of a record 44 trillion voxels that lay out 4,000 kilometers of pulmonary capillaries and 200 million alveoli, which demonstrate gas exchange in preclinical models. Under our agreement with 3D Systems, we also have the exclusive right to develop additional human solid organ alternatives using 3D Systems’ printing technology.

•IVIVA. In October 2023, we completed the acquisition of IVIVA Medical, Inc. (IVIVA), a preclinical stage company based in Massachusetts, focused on bio-artificial manufactured kidney alternative products. IVIVA’s preclinical implantable kidney alternative product uses autologous cells to mimic important physiological functions of native kidneys in recipients to support their native kidney function without the need for immunosuppression. The product is designed to replace the need for external kidney dialysis.

Ex Vivo Lung Perfusion

Our ex vivo lung perfusion (EVLP) program uses the first FDA-approved acellular EVLP technology on the market, the XVIVO Perfusion System (XPS™) with Steen Solution™ Perfusate, to offer the only commercially-available centralized EVLP service in the United States. EVLP technology increases the number of transplantable lungs by giving surgeons the ability to assess the function of donor lungs to determine if the lungs are suitable for transplantation. This allows for the transplantation of lungs that would have otherwise not been transplanted. Centralized EVLP services make EVLP available to small and large transplant centers and remove barriers to the transplantation process to optimize organ utilization and increase the supply of transplantable lungs.

Our wholly-owned subsidiary, Lung Bioengineering Inc., provides commercial EVLP services on a fee-for-service basis to transplant centers through dedicated facilities located in Silver Spring, Maryland and Jacksonville, Florida, using the XPS System. In 2024, Lung Bioengineering completed a registrational study of another centralized EVLP technology called the Centralized Lung Evaluation System (CLES) and submitted a premarket approval application to the FDA in September 2024 for commercial approval of CLES, which has been accepted by the FDA and is under active review by the agency.

Over 670 patients have received lung transplants following use of our centralized EVLP service.

Sustainable Delivery of Organs and Organ Alternatives

Together with our work on therapeutic interventions, we are working with third parties to develop scalable technologies to efficiently deliver an unlimited supply of manufactured organs and organ alternatives to transplant centers and waiting patients, while minimizing environmental impact. Our organ delivery research efforts are focused on the development of piloted and autonomous electric vertical take-off and landing aircraft systems to quickly, reliably, and sustainably deliver organs and organ alternatives from manufacturing facilities to transplant centers.

Beginning in 2017, we entered into a series of agreements with BETA Technologies, Inc. to support the development of all-electric aircraft to help us meet our future distribution requirements for manufactured organs and organ alternatives. In October 2021, we successfully completed the first-ever drone delivery of a human lung for transplant at Toronto General Hospital, demonstrating the feasibility of our goal of delivering our manufactured organs and organ alternatives with zero carbon footprint aircraft. In October 2024, we entered into a collaboration agreement with Robinson Helicopter Company to


32			United Therapeutics, a public benefit corporation

Table of Contents

Part I. Financial Information

support our efforts to develop and certify zero-emission, hydrogen-electric powered helicopters based on Robinson’s R44 and R66 helicopter models. In March 2025, we completed what we believe was the world’s first successful test flight of a piloted hydrogen-powered helicopter at our test and development facility located in Quebec.

Future Prospects

We anticipate that revenue growth over the near-term will be driven primarily by: (1) continued growth in sales of Tyvaso DPI; (2) continued growth in the number of PH-ILD patients prescribed Tyvaso DPI and Nebulized Tyvaso; (3) continued growth in the number of patients prescribed Orenitram; and (4) modest price increases for some of our products. We believe that additional revenue growth in the medium- and longer-term will be driven by new products, new indications for existing products, and new devices to deliver our existing products, as described above under Research and Development.

Our ability to achieve our objectives, grow our business, and maintain profitability will depend on many factors, including among others: (1) the timing and outcome of preclinical research, clinical trials, and regulatory approval applications for products we develop; (2) the timing and degree of our success in commercially launching new products; (3) the demand for our products; (4) the net price of our products and the reimbursement of our products by public and private health insurance organizations, including the impact on such net prices and reimbursement amounts as a result of the IRA and other government initiatives focused on drug pricing, and as a result of additional payer rebates; (5) the competition we face within our industry, including competition from generic companies, the recent launch of Yutrepia, and the potential launch of new therapies for PAH, PH-ILD, IPF, and/or PPF; (6) our ability to effectively manage our business in an increasingly complex legal and regulatory environment; (7) our ability to defend against challenges to our patents; and (8) the risks identified in Part II, Item 1A—Risk Factors, included in this Quarterly Report on Form 10-Q.

We have budgeted approximately $520 million for capital expenditures during the fourth quarter of 2025 through the end of 2027 to construct additional facilities to support the development and commercialization of our products and technologies. This amount is primarily dedicated to construction of a new Tyvaso DPI manufacturing facility in RTP; and construction of DPF facilities in Stewartville, Minnesota and Houston, Texas. We plan to fund these capital expenditures using cash on hand.

We anticipate our existing DPF facility in Virginia and the two planned DPF facilities in Minnesota and Texas will provide an initial commercial supply of our xeno-organ products if and when they are approved by the FDA. However, if our xeno-organ products are approved by the FDA, we likely will need to continue building additional DPF facilities to satisfy demand for these products. Additional DPF facilities will be very capital-intensive, but we expect they will be executed in stages, which will enable us to adjust the schedule (and anticipated cost) of construction depending on the progress of our clinical and regulatory activities.

We operate in a highly competitive market in which several large pharmaceutical companies control many of the available PAH therapies, including Merck, which received FDA approval for Winrevair (sotatercept-csrk) to treat PAH in March 2024. These pharmaceutical companies are well established in the market and possess greater financial, technical, and marketing resources than we do. In addition, Yutrepia was approved by the FDA in May 2025 for treatment of PAH and PH-ILD, and the product was launched commercially in June 2025. While we have not seen a material impact on our net revenues as a result of Winrevair or Yutrepia’s launch to date, our net revenues could be materially impacted if either or both of these products gain significant market share or cause material price erosion for our existing products.


Quarterly Report			33

Table of Contents

Part I. Financial Information

Results of Operations

Three and Nine Months Ended September 30, 2025 and September 30, 2024

Revenues

The table below presents the components of total revenues (dollars in millions):


	Three Months Ended September 30,				Dollar Change		Percentage Change		Nine Months Ended September 30,				Dollar Change		Percentage Change
	2025		2024						2025		2024
Net product sales:
Tyvaso DPI(1)	$	336.2	$	274.6	$	61.6	22	%	$	953.9	$	760.4	$	193.5	25	%
Nebulized Tyvaso(1)	141.8		159.2		(17.4)		(11)	%	460.0		444.1		15.9		4	%
Total Tyvaso	478.0		433.8		44.2		10	%	1,413.9		1,204.5		209.4		17	%
Remodulin(2)	125.9		128.3		(2.4)		(2)	%	398.8		403.6		(4.8)		(1)	%
Orenitram	131.1		113.2		17.9		16	%	375.7		326.5		49.2		15	%
Unituxin	47.9		61.1		(13.2)		(22)	%	164.5		171.2		(6.7)		(4)	%
Adcirca	9.7		7.0		2.7		39	%	22.2		19.1		3.1		16	%
Other	6.9		5.5		1.4		25	%	17.4		16.6		0.8		5	%
Total revenues	$	799.5	$	748.9	$	50.6	7	%	$	2,392.5	$	2,141.5	$	251.0	12	%

(1)Net product sales include both the drug product and the respective inhalation device.

(2)Net product sales include sales of infusion devices, including the Remunity Pump and the RemunityPRO Pump.

Total Tyvaso net product sales grew 10% to $478.0 million for the three months ended September 30, 2025, and 17% to $1,413.9 million for the nine months ended September 30, 2025, as compared to $433.8 million and $1,204.5 million for the same periods in 2024, respectively. Tyvaso DPI net product sales increased for the three and nine months ended September 30, 2025, as compared to the same periods in 2024, due to an increase in quantities sold of $58.1 million and $204.6 million, respectively, and, to a lesser extent, a price increase, partially offset by higher gross-to-net revenue deductions. The increase in Tyvaso DPI quantities sold was primarily due to continued growth in the number of patients following the product’s launch and, to a lesser extent, increased commercial utilization following the implementation of the Medicare Part D benefit redesign under the Inflation Reduction Act. Nebulized Tyvaso net product sales decreased for the three months ended September 30, 2025, as compared to the same period in 2024, primarily due to higher gross-to-net revenue deductions and a decrease in quantities sold. Nebulized Tyvaso net product sales increased for the nine months ended September 30, 2025, as compared to the same period in 2024, primarily due to a price increase and, to a lesser extent, an increase in international Nebulized Tyvaso net product sales, partially offset by higher gross-to-net revenue deductions.

Orenitram net product sales increased for the three and nine months ended September 30, 2025, as compared to the same periods in 2024, due to an increase in quantities sold of $11.7 million and $35.7 million, respectively and, to a lesser extent, a price increase. The increase in quantities sold was driven, at least in part, by increased commercial utilization following the implementation of the Medicare Part D benefit redesign under the Inflation Reduction Act.

Unituxin net product sales decreased for the three and nine months ended September 30, 2025, as compared to the same periods in 2024, primarily due to a decrease in quantities sold, partially offset by a price increase.

We have entered into contracts with all of the major pharmacy benefit managers for Medicare Part D and commercial insurance plans, which provide rebates on utilization of Tyvaso DPI and, in some cases, Orenitram and Nebulized Tyvaso. Many of these rebates went into effect beginning in the second half of 2024 and have impacted our net revenues since such time by increasing gross-to-net deductions for the relevant products.


34			United Therapeutics, a public benefit corporation

Table of Contents

Part I. Financial Information

The table below presents the breakdown of total revenues between the United States and rest-of-world (ROW) (in millions):


	Three Months Ended September 30,
	2025						2024
	U.S.		ROW		Total		U.S.		ROW		Total
Net product sales:
Tyvaso DPI(1)	$	336.2	$	—	$	336.2	$	274.6	$	—	$	274.6
Nebulized Tyvaso(1)	133.9		7.9		141.8		145.2		14.0		159.2
Total Tyvaso	470.1		7.9		478.0		419.8		14.0		433.8
Remodulin(2)	110.7		15.2		125.9		115.4		12.9		128.3
Orenitram	131.1		—		131.1		113.2		—		113.2
Unituxin	46.5		1.4		47.9		57.6		3.5		61.1
Adcirca	9.7		—		9.7		7.0		—		7.0
Other	6.7		0.2		6.9		4.3		1.2		5.5
Total revenues	$	774.8	$	24.7	$	799.5	$	717.3	$	31.6	$	748.9

	Nine Months Ended September 30,
	2025						2024
	U.S.		ROW		Total		U.S.		ROW		Total
Net product sales:
Tyvaso DPI(1)	$	953.5	$	0.4	$	953.9	$	760.4	$	—	$	760.4
Nebulized Tyvaso(1)	413.0		47.0		460.0		409.1		35.0		444.1
Total Tyvaso	1,366.5		47.4		1,413.9		1,169.5		35.0		1,204.5
Remodulin(2)	344.6		54.2		398.8		346.2		57.4		403.6
Orenitram	375.7		—		375.7		326.5		—		326.5
Unituxin	158.8		5.7		164.5		157.8		13.4		171.2
Adcirca	22.2		—		22.2		19.1		—		19.1
Other	16.4		1.0		17.4		14.9		1.7		16.6
Total revenues	$	2,284.2	$	108.3	$	2,392.5	$	2,034.0	$	107.5	$	2,141.5

(1) Net product sales include both the drug product and the respective inhalation device.

(2) Net product sales include sales of infusion devices, including the Remunity Pump and the RemunityPRO Pump.

Gross-to-Net Deductions

We recognize revenues net of: (1) rebates and chargebacks; (2) prompt pay discounts; (3) allowance for sales returns; and (4) distributor fees. These are referred to as gross-to-net deductions and are primarily based on estimates reflecting historical experiences as well as contractual and statutory requirements. We currently estimate our allowance for sales returns using reports from our distributors. The tables below present a reconciliation of the accounts associated with these deductions (in millions):


Quarterly Report			35

Table of Contents

Part I. Financial Information


	Three Months Ended September 30, 2025
	Rebates and Chargebacks		Prompt Pay Discounts		Allowance for Sales Returns		Distributor Fees		Total
Balance, July 1, 2025	$	173.8	$	7.3	$	1.6	$	11.9	$	194.6
Provisions attributed to sales in:
Current period	126.4		18.6		0.3		10.2		155.5
Prior periods	(6.2)		—		(0.2)		(0.4)		(6.8)
Payments or credits attributed to sales in:
Current period	(18.2)		(13.0)		—		(1.6)		(32.8)
Prior periods	(88.3)		(7.3)		(0.4)		(8.4)		(104.4)
Balance, September 30, 2025	$	187.5	$	5.6	$	1.3	$	11.7	$	206.1

	Three Months Ended September 30, 2024
	Rebates and Chargebacks		Prompt Pay Discounts		Allowance for Sales Returns		Distributor Fees		Total
Balance, July 1, 2024	$	115.8	$	5.6	$	1.9	$	9.4	$	132.7
Provisions attributed to sales in:
Current period	90.7		16.4		0.3		10.7		118.1
Prior periods	(9.0)		—		0.3		0.2		(8.5)
Payments or credits attributed to sales in:
Current period	(15.8)		(10.2)		—		(2.1)		(28.1)
Prior periods	(64.9)		(5.5)		(0.1)		(6.4)		(76.9)
Balance, September 30, 2024	$	116.8	$	6.3	$	2.4	$	11.8	$	137.3

	Nine Months Ended September 30, 2025
	Rebates and Chargebacks		Prompt Pay Discounts		Allowance for Sales Returns		Distributor Fees		Total
Balance, January 1, 2025	$	140.8	$	5.1	$	2.2	$	11.6	$	159.7
Provisions attributed to sales in:
Current period	375.1		55.5		0.7		31.2		462.5
Prior periods	2.6		0.1		—		(0.5)		2.2
Payments or credits attributed to sales in:
Current period	(202.3)		(49.9)		—		(19.6)		(271.8)
Prior periods	(128.7)		(5.2)		(1.6)		(11.0)		(146.5)
Balance, September 30, 2025	$	187.5	$	5.6	$	1.3	$	11.7	$	206.1

	Nine Months Ended September 30, 2024
	Rebates and Chargebacks		Prompt Pay Discounts		Allowance for Sales Returns		Distributor Fees		Total
Balance, January 1, 2024	$	108.4	$	5.3	$	1.9	$	10.4	$	126.0
Provisions attributed to sales in:
Current period	252.5		47.5		1.5		31.0		332.5
Prior periods	(10.7)		—		(0.5)		(0.9)		(12.1)
Payments or credits attributed to sales in:
Current period	(137.9)		(41.2)		—		(19.4)		(198.5)
Prior periods	(95.5)		(5.3)		(0.5)		(9.3)		(110.6)
Balance, September 30, 2024	$	116.8	$	6.3	$	2.4	$	11.8	$	137.3


36			United Therapeutics, a public benefit corporation

Table of Contents

Part I. Financial Information

Cost of Sales

The table below summarizes cost of sales by major category (dollars in millions):


	Three Months Ended September 30,				Dollar Change		Percentage Change		Nine Months Ended September 30,				Dollar Change		Percentage Change
	2025		2024						2025		2024
Category:
Cost of sales	$	100.0	$	81.8	$	18.2	22	%	$	278.2	$	229.5	$	48.7	21	%
Share-based compensation expense(1)	0.9		1.3		(0.4)		(31)	%	2.8		4.3		(1.5)		(35)	%
Total cost of sales	$	100.9	$	83.1	$	17.8	21	%	$	281.0	$	233.8	$	47.2	20	%

(1)See Share-Based Compensation section below for discussion.

Cost of sales, excluding share-based compensation. Cost of sales for the three and nine months ended September 30, 2025 increased as compared to the same periods in 2024, primarily due to increases in: (1) royalty expense resulting from a growth in revenues; and (2) inventory reserve expense.

Research and Development

The table below summarizes the nature of research and development expense by major expense category (dollars in millions):


	Three Months Ended September 30,				Dollar Change		Percentage Change		Nine Months Ended September 30,				Dollar Change		Percentage Change
	2025		2024						2025		2024
Category:
External research and development(1)	$	63.5	$	51.7	$	11.8	23	%	$	183.1	$	153.8	$	29.3	19	%
Internal research and development(2)	50.8		43.9		6.9		16	%	155.0		133.3		21.7		16	%
Share-based compensation expense(3)	8.4		7.4		1.0		14	%	23.4		22.4		1.0		4	%

Other(4)	4.8		0.5		4.3		860	%	49.0		37.7		11.3		30	%
Total research and development expense	$	127.5	$	103.5	$	24.0	23	%	$	410.5	$	347.2	$	63.3	18	%

(1)External research and development primarily includes fees paid to third parties (such as clinical trial sites, contract research organizations, and contract laboratories) for preclinical and clinical studies and payments to third-party contract manufacturers before regulatory approval of the relevant product.

(2)Internal research and development primarily includes salary-related expenses for research and development functions, internal costs to manufacture product candidates before regulatory approval, and internal facilities-related expenses, including depreciation, related to research and development activities.

(3)See Share-Based Compensation section below for discussion.

(4)Other primarily includes upfront fees and milestone payments to third parties under license agreements related to development-stage products and adjustments to the fair value of our contingent consideration obligations.

Research and development, excluding share-based compensation. Research and development expense for the three months ended September 30, 2025 increased as compared to the same period in 2024, primarily due to: (1) increased expenditures related to manufactured organ and organ alternative projects; and (2) a $5.0 million milestone payment for drug delivery technologies.

Research and development expense for the nine months ended September 30, 2025 increased as compared to the same period in 2024, primarily due to: (1) an increase of $40.0 million related to milestone payments for drug delivery technologies; (2) increased expenditures related to manufactured organ and organ alternative projects; and (3) $6.9 million related to adjustments to the fair value of contingent consideration obligations for manufactured organ and organ alternative projects, partially offset by (4) $36.0 million in upfront non-refundable license payments for drug delivery technologies in 2024.


Quarterly Report			37

Table of Contents

Part I. Financial Information

Selling, General, and Administrative

The table below summarizes selling, general, and administrative expense by major category (dollars in millions):


	Three Months Ended September 30,				Dollar Change		Percentage Change		Nine Months Ended September 30,				Dollar Change		Percentage Change
	2025		2024						2025		2024
Category:
General and administrative(1)	$	123.7	$	100.4	$	23.3	23	%	$	372.9	$	316.5	$	56.4	18	%
Impairment of property, plant, and equipment (PP&E)	—		—		—		—	%	21.7		—		21.7		NM(2)
Litigation accrual	0.8		65.1		(64.3)		(99)	%	2.2		65.1		(62.9)		(97)	%
Sales and marketing	28.3		20.7		7.6		37	%	85.9		69.3		16.6		24	%
Share-based compensation expense(3)	29.8		33.0		(3.2)		(10)	%	82.5		90.3		(7.8)		(9)	%
Total selling, general, and administrative expense	$	182.6	$	219.2	$	(36.6)	(17)	%	$	565.2	$	541.2	$	24.0	4	%

(1)Excluding impairment of PP&E and litigation accrual. See Impairment of PP&E and Litigation accrual sections below.

(2)Calculation is not meaningful.

(3)See Share-Based Compensation below for discussion.

General and administrative, excluding impairment of PP&E, litigation accrual, and share-based compensation. General and administrative expense for the three and nine months ended September 30, 2025 increased as compared to the same periods in 2024, primarily due to increases in: (1) personnel expense due to growth in headcount; (2) legal expenses related to litigation matters; and (3) branded prescription drug fee expense associated with sales of Tyvaso DPI.

Impairment of PP&E. During the second quarter of 2025, we recorded a $21.7 million impairment charge to write down the carrying value of certain PP&E.

Litigation accrual. In the third quarter of 2024, we accrued a liability of $65.1 million related to ongoing litigation with Sandoz. This liability was $73.3 million as of September 30, 2025. We currently do not expect that the amount of any loss in excess of this accrual would be material to our financial results; however, the amount ultimately payable, if any, could be higher or lower than this amount depending on the amount of post judgment interest and the outcome of appeals, as discussed in Note 14—Litigation, to our consolidated financial statements. The litigation accrual is included within selling, general, and administrative in our consolidated statements of operations.

Sales and marketing, excluding share-based compensation. Sales and marketing expense for the three and nine months ended September 30, 2025 increased as compared to the same periods in 2024, primarily due to increases in: (1) marketing expense; (2) personnel expense due to growth in headcount; and (3) sales commissions.

Share-Based Compensation

The table below summarizes share-based compensation expense by major category (dollars in millions):


	Three Months Ended September 30,				Dollar Change		Percentage Change		Nine Months Ended September 30,					Dollar Change		Percentage Change
	2025		2024						2025			2024
Category:
Stock options	$	11.3	$	8.0	$	3.3	41	%	$	30.9		$	21.8	$	9.1	42	%
Restricted stock units	27.1		27.2		(0.1)		—	%	76.5			61.9		14.6		24	%
STAP awards	—		5.9		(5.9)		(100)	%	(0.8)			31.7		(32.5)		(103)	%
Employee stock purchase plan	0.7		0.6		0.1		17	%	2.1		<

UNITED THERAPEUTICS Corp 10-Q