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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):
January 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 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On January 21, 2026, the Board of Directors
(the “Board”) of United Therapeutics Corporation (the “Company”), acting upon the recommendation
of its Nominating and Governance Committee, increased the size of the Board to 13 members and appointed Kevin J. Tracey, M.D., to serve
as a member of the Board. The Board has determined that Dr. Tracey will not serve on a Board committee initially.
There is no arrangement or understanding between
Dr. Tracey and any other persons pursuant to which he was selected as a director of the Company. Since the beginning of the Company’s
last fiscal year through the present, there have been no transactions with the Company, and there are currently no proposed transactions
with the Company, in which the amount involved exceeds $120,000 and in which Dr. Tracey had or will have a direct or indirect material
interest within the meaning of Item 404(a) of Regulation S-K.
In connection with Dr. Tracey’s appointment
to the Board, the Company awarded him 1,220 restricted stock units under the Company’s Amended and Restated 2015 Stock Incentive
Plan. These awards were granted on January 21, 2026. These awards were granted in accordance with the Company’s standard non-employee
director compensation program (the “Director Compensation Program”), as described in the Company’s definitive
proxy statement for its 2025 annual meeting of shareholders, filed with the Securities and Exchange Commission (“SEC”)
on April 29, 2025. Dr. Tracey will be provided further compensation for his services in accordance with the Director Compensation
Program. Dr. Tracey and the Company also entered into the Company’s standard indemnification agreement for directors and executive
officers, effective January 21, 2026, the form of which was filed with the SEC as Exhibit 10.1 to the Company’s Current
Report on Form 8-K filed October 1, 2021.
Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
On January 21, 2026, the Board also approved
amendments to, and the restatement of, the Company’s Tenth Amended and Restated Bylaws. The Eleventh Amended and Restated Bylaws
(the “Bylaws”) became effective upon approval by the Board.
The amendments to the Bylaws consisted of changes
to:
| · | Sections 2.5 and 2.14 to implement a cure process for certain deficiencies
in director nomination notices submitted by shareholders. Specifically, for nomination notices received by the Company within the time
periods specified in the Bylaws, the Company will notify shareholders of certain deficiencies in the notice and there will be an opportunity
to cure such deficiencies within the relevant time period specified. |
| · | Section 2.9 to remove language providing that, except as otherwise required
by law or by the Certificate of Incorporation, on any election or question the Board may require a vote larger than a majority of the
voting power of all shares of stock entitled to vote thereon, present in person or by proxy, at the meeting. |
| · | Section 9.6 to lower the required vote for stockholders to alter, repeal,
or amend the Bylaws from the affirmative vote of 80% to the affirmative vote of a majority of the voting power of the Company’s
outstanding shares entitled to vote generally in the election of directors, voting together as a single class. |
The Bylaws also incorporate various other technical conforming
changes.
The foregoing summary is qualified in its entirety
by reference to the text of the Bylaws, a copy of which is attached hereto as Exhibit 3.1 and incorporated herein by reference.
Item 7.01. Regulation FD Disclosure.
A copy of the press release announcing Dr. Tracey’s
appointment is being furnished as Exhibit 99.1 to this Current Report on Form 8-K and incorporated herein by reference.
The information in this Item
7.01 and Exhibit 99.1 attached hereto are being furnished and shall not be deemed “filed” for purposes of Section 18
of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of
that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange
Act as amended, regardless of any general incorporation language in such filing.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
| Exhibit No. |
Description of Exhibit |
| 3.1 |
Eleventh Amended and Restated Bylaws of United Therapeutics Corporation |
| 99.1 |
Press release dated January 22, 2026 |
| 104 |
Cover page Interactive Data File - the cover page XBRL tags are embedded within the inline XBRL document. |
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: January 22, 2026 |
By: |
/s/ Paul A. Mahon |
| |
Name: |
Paul A. Mahon |
| |
Title: |
General Counsel |
