United Therapeutics（UTHR）宣布新增最高20亿美元股票回购授权，有效期一年

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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
8-K
CURRENT REPORT
Pursuant to Section 13 or 15 (d) of
the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):
October 21, 2026
United Therapeutics Corporation
(Exact Name of Registrant as Specified in its
Charter)
Delaware
000-26301
52-1984749
(State or Other
(Commission
(I.R.S. Employer
Jurisdiction of
File Number)
Identification Number)
Incorporation)
1000 Spring Street
Silver Spring
,
MD
20910
(Address of Principal Executive Offices)
(Zip Code)
Registrant’s telephone number, including
area code:
(
301
)
608-9292
Check the appropriate box below if the Form 8-K filing
is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
¨
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
¨
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
¨
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
¨
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant
to Section 12(b) of the Act:
Title of each class
Trading symbol(s)
Name of each exchange on which
registered
Common Stock, par value $0.01 per share
UTHR
Nasdaq Global Select Market
Indicate by check mark whether the registrant is an emerging
growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of
the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
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.
¨
Item 8.01.
Other Events.
On October 21, 2026, the Board of Directors of
United Therapeutics Corporation (the
Company
) approved a share repurchase program (the
Share Repurchase Program
), authorizing
the purchase by the Company of up to $2.0 billion of the Company’s common stock. This authorization will remain in effect for a
one-year period ending October 21, 2027.
On October 22, 2026, the Company issued a press
release announcing the Share Repurchase Program. A copy of the press release is attached as Exhibit 99.1 to this Current Report on Form
8-K and is incorporated herein by reference.
Item 9.01.
Financial Statements and Exhibits.
(d) Exhibits
Exhibit No.
Description of Exhibit
99.1
Press Release dated October 22, 2026
104
Cover page Interactive Data File - the cover page XBRL tags are embedded within the inline XBRL document.
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SIGNATURE
Pursuant to the requirements
of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned
hereunto duly authorized.
UNITED THERAPEUTICS CORPORATION
Dated: October 22, 2026
By:
/s/
Paul A. Mahon
Name:
Paul A. Mahon
Title:
General Counsel
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EX-99.1
2
tm2628087d1_ex99-1.htm
EXHIBIT 99.1
Exhibit 99.1
For Immediate Release
United Therapeutics
Corporation Announces Additional $2 Billion Share Repurchase Authorization
SILVER SPRING,
M.D. and RESEARCH TRIANGLE PARK, N.C., October 22, 2026: United Therapeutics Corporation (Nasdaq:
UTHR
), a public benefit corporation,
announced today that the company’s Board of Directors has authorized a new share repurchase program for up to $2 billion of the
company’s common stock, available through October 21, 2027.
“We have
the balance sheet and free cash flow to fund our long-term ambitions and the confidence to act decisively when our own shares represent
a compelling investment,” said
James Edgemond
, Chief Financial Officer and Treasurer of United Therapeutics. “This
authorization is a clear reflection of our deep conviction in the future of our company, our disciplined approach to capital allocation,
and our commitment to delivering durable long-term value for shareholders.”
United Therapeutics
may implement share repurchases under the authorization through accelerated share repurchase programs, open market transactions, privately
negotiated transactions or other means. The share repurchase program does not require the purchase of any minimum number of shares, and
any share repurchases are subject to the company’s discretion and will depend on and take into account alternative uses of capital,
as well as market conditions and other factors. United Therapeutics may commence or suspend these purchases at any time without prior
notice, and assumes no obligation to utilize the authorization.
United
Therapeutics currently has an ongoing accelerated share repurchase (
ASR
) transaction, entered into in September 2026 under its
prior share repurchase authorization. The ASR has a scheduled termination date in the fourth quarter of 2026, subject to earlier termination
or extension in accordance with its terms, and will not reduce the amount available under the new authorization.
This press
release does not constitute an offer to sell or the solicitation of an offer to buy any securities, nor shall it constitute an offer,
solicitation, or sale in any jurisdiction in which such offer, solicitation, or sale is unlawful.
United Therapeutics:
Enabling Inspiration
Founded by
CEO Martine Rothblatt to discover a cure for her daughter's life-threatening rare disease, pulmonary arterial hypertension, United Therapeutics
transforms the treatment of rare diseases and pioneers alternatives to expand the supply of transplantable organs. From our innovative
therapies to our groundbreaking manufactured organs, we are bold and unconventional. We move quickly from scientific theory to practical
technologies that can save lives. As a public benefit corporation, even our legal structure reflects our commitments. We serve patients,
act with integrity, create long-term shareholder value, and operate with sustainable practices that protect the future we are working
to build. Visit us at
www.unither.com
and follow us on
LinkedIn
,
Facebook
, and
Instagram
.
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For Immediate Release
Forward-Looking Statements
Statements
included in this press release that are not historical in nature are “forward-looking statements” within the meaning of the
Private Securities Litigation Reform Act of 1995. Forward-looking statements include, among others, statements regarding: our expectation
that we have the balance sheet to fund our long-term ambitions; our deep conviction in the future of our company, our disciplined approach
to capital allocation; our commitment to delivering durable long-term value for shareholders; the timing, structure and use of our share
repurchase program; the timing and completion of the ongoing ASR transaction; and our goals of expanding the supply of transplantable
organs, developing practical technologies that can save lives, creating long-term shareholder value, and operating with sustainable practices.
These forward-looking statements are subject to certain risks and uncertainties, such as those described in our periodic reports filed
with the Securities and Exchange Commission, that could cause actual results to differ materially from anticipated results. Consequently,
such forward-looking statements are qualified by the cautionary statements, cautionary language, and risk factors set forth in our periodic
reports and documents filed with the Securities and Exchange Commission, including our most recent Annual Report on Form 10-K, Quarterly
Reports on Form 10-Q, and Current Reports on Form 8-K. We claim the protection of the safe harbor contained in the Private Securities
Litigation Reform Act of 1995 for forward-looking statements. We are providing this information as of October 22, 2026, and assume no
obligation to update or revise the information contained in this press release whether as a result of new information, future events
or any other reason.
For Further Information Contact:
Investor Inquiries
https://ir.unither.com/contact-ir
Media Inquiries
communications@unither.com
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