United Therapeutics Enters $477.6M Accelerated Share Repurchase

What Happened

• United Therapeutics Corporation announced on September 8, 2026 that it entered into an accelerated share repurchase (ASR) agreement with Citibank, N.A. to repurchase approximately $477.6 million of its common stock under its existing share repurchase program. The Company will make an upfront payment of about $477.6 million on or around September 10, 2026 and received an initial delivery of roughly 719,376 shares (about 75% of the total shares measured using the Sept 8, 2026 closing price). Final settlement is expected in the fourth quarter of 2026.

Key Details

• Counterparty: Citibank, N.A. (Citi).
• Upfront cash payment: ~$477.6 million (on/around Sept 10, 2026).
• Initial share delivery: ~719,376 shares, ~75% of estimated total based on Sept 8, 2026 close.
• Final settlement: Determined by the average daily VWAP during the ASR term (less a discount); could result in receiving additional shares, making a cash payment, or delivering shares; expected to complete in Q4 2026.
• Company filed a press release about the ASR (Exhibit 99.1) and referenced the master confirmation filed March 25, 2024 for governing terms.

Why It Matters

• This is a large use of cash that will reduce United Therapeutics’ outstanding shares if settled in shares, which can increase earnings per share and return capital to shareholders.
• The exact share count is not fixed at signing—the final number depends on market prices (VWAP) over the ASR term—so the ultimate impact on share count and cash may differ from the initial delivery.
• Investors should note the timing (initial delivery in September, final settlement in Q4) and that the agreement contains customary settlement adjustments and potential cash or share obligations at final settlement.