UNITED THERAPEUTICS Corp 8-K

What Happened

• United Therapeutics Corporation announced that its Board approved a share repurchase program authorizing up to $2.0 billion of common-stock repurchases through March 9, 2027. On March 9, 2026 the company entered into two accelerated share repurchase (ASR) agreements with Citibank, N.A. totaling $1.5 billion (one $750M uncollared ASR and one $750M collared ASR). The company will make an aggregate upfront payment of $1.5 billion to Citi on or before March 11, 2026.

Key Details

• Total authorized program: up to $2.0 billion of common stock repurchases through March 9, 2027.
• ASRs executed: $750 million uncollared ASR and $750 million collared ASR (aggregate $1.5 billion).
• Upfront payment: $1.5 billion to Citi on or before March 11, 2026.
• Initial deliveries on March 11, 2026: ~992,120 shares under the Uncollared ASR (~70% of that ASR) and ~708,657 shares under the Collared ASR (~50% of that ASR), measured at the March 9, 2026 closing price.
• Settlement mechanics: final share count determined by VWAP during each ASR term, less a discount; Collared ASR includes a minimum/maximum (collar) and scheduled terminations in Q2 2026 (uncollared) and Q3 2026 (collared). At final settlement the company may receive additional shares, or in limited cases pay cash or deliver shares back to Citi.

Why It Matters

• This is a large capital-return action that will reduce outstanding shares (subject to final ASR settlement) and can support per-share metrics. The company has committed $1.5 billion immediately via the ASRs while reserving up to $2.0 billion under the full program through March 2027. Investors should note the timing and mechanics: final share counts depend on VWAP and the collared arrangement, so the ultimate reduction in share count and any cash flows at settlement will be finalized when each ASR matures.