Every 8-K that United Therapeutics Corp (UTHR) has filed with the SEC in the last 24 months is listed below, newest first, and each one links through to the document itself with the summary and the scores our analysis gives it.
A 8-K covers material events a company has to report between its quarterly reports, so if you follow UTHR and want that one kind of document rather than the whole filing history, this is the page to keep. The company's other filings, of every form, are on the full UTHR filings page.
UNITED THERAPEUTICS Corp (UTHR) entered into an accelerated share repurchase (ASR) agreement with Citibank, N.A. to repurchase approximately $477.6 million of its common stock, using the remaining portion of its previously announced $2.0 billion share repurchase authorization.
Under the ASR, the company will make an upfront payment of about $477.6 million around September 10, 2026 and receive an initial delivery of approximately 719,376 shares, representing about 75% of the total shares anticipated to be repurchased based on the September 8, 2026 closing price. The final number of shares will be determined using the average daily volume-weighted average price of UTHR common stock during the ASR term, less a discount and subject to customary adjustments.
The ASR is expected to be finally settled in the fourth quarter of 2026, at which time United Therapeutics may receive additional shares or, in limited circumstances, make a cash or share payment to Citi. As of September 4, 2026, United Therapeutics had approximately 42.9 million shares outstanding, and upon completion of this additional repurchase the company states it will have returned $4.0 billion to shareholders over approximately 2.5 years.
United Therapeutics Corporation reported second quarter 2026 results with total revenues of $783.3 million, a 2 percent decrease from $798.6 million a year earlier, as lower Nebulized Tyvaso and Remodulin sales offset growth in Tyvaso DPI, Orenitram, and Unituxin. U.S. revenues were $733.6 million and rest-of-world revenues were $49.7 million.
Net income rose to $333.0 million from $309.5 million, with diluted EPS increasing to $7.27 from $6.41. Cost of sales increased 14 percent to $99.5 million, driven partly by higher inventory reserves including $7.5 million of estimated losses under a Tyvaso DPI supply agreement. Research and development expense grew 9 percent to $146.3 million, reflecting higher cardiopulmonary project spending and higher contingent consideration, while selling, general, and administrative expense declined 3 percent to $206.7 million due to the non-recurrence of a 2025 PP&E impairment. The effective tax rate fell to 11 percent from 24 percent, mainly from higher excess tax benefits on share-based compensation.
The company highlighted record Tyvaso DPI patient metrics and stated that it has submitted NDAs for ralinepag tablets in PAH and Nebulized Tyvaso in IPF, with plans to submit an IND for ralinepag DPI and an NDA for treprostinil SMI later in 2026. Management described these programs as potential multi-billion-dollar growth catalysts and noted continued advancement of an organ manufacturing pipeline and plans to launch two xeno-organ production facilities in Minnesota and Texas. United Therapeutics also detailed a $2.0 billion share repurchase program, including approximately $1.5 billion of accelerated share repurchases totaling 2,759,343 shares, and reported $3,803.4 million in cash, cash equivalents, and marketable investments as of June 30, 2026.
United Therapeutics Corporation appointed Victor Dzau, M.D. to its Board of Directors on July 22, 2026 and increased the Board size to 13 members, following a recommendation from the Nominating and Governance Committee.
Upon joining, Dr. Dzau received equity awards under the 2026 Stock Incentive Plan, consisting of an initial grant of 380 restricted stock units and 1,190 stock options, plus pro-rata grants of 350 restricted stock units and 1,110 stock options for the remainder of the 2026-2027 Board service year. He will initially serve without committee assignments, be compensated under the standard non-employee director program, and be covered by the company’s standard director indemnification agreement.
The company states that there are no transactions over $120,000 involving Dr. Dzau that would constitute related-party dealings and describes his addition as part of an ongoing Board refreshment effort aligned with its public benefit mission in rare diseases and transplantable organ technologies.
United Therapeutics Corporation reported that shareholders approved its 2026 Stock Incentive Plan at the 2026 Annual Meeting held on June 26, 2026. The plan is administered by the Board’s Compensation Committee and allows stock options, stock appreciation rights, restricted stock, restricted stock units, stock awards, and incentive bonuses.
The share pool under the 2026 Plan equals 1,500,000 new shares plus shares that remained available under the prior 2015 plan and certain shares from prior outstanding awards that are later canceled, forfeited, or settled in cash. As of June 26, 2026, 2,413,730 shares were available for future grant under the prior plan and 4,941,655 shares were subject to outstanding awards.
Shareholders also elected all director nominees and approved other matters described in the proxy statement. One key proposal received 25,872,075 votes for and 10,070,290 votes against, with 276,512 abstentions and 1,194,857 broker non-votes, indicating meaningful but not majority opposition.
United Therapeutics reported softer first quarter 2026 results, with revenue and profit declining versus last year. Total revenues fell 2% to $781.5 million from $794.4 million, while net income declined 15% to $274.9 million. Diluted earnings per share decreased to $5.82 from $6.63.
Tyvaso DPI revenues grew 9% to $330.3 million, but were offset by lower Nebulized Tyvaso and Remodulin sales, resulting in a 2% decline in total Tyvaso revenues to $457.5 million. Cost of sales rose sharply, partly due to a $26.8 million estimated loss on a Tyvaso DPI commercial supply agreement.
The company authorized a share repurchase program of up to $2.0 billion through March 9, 2027 and entered into accelerated share repurchase agreements for approximately $1.5 billion. During the quarter it received 2,164,459 shares, leaving $500 million available under the authorization. Cash, cash equivalents, and marketable investments totaled $3.47 billion as of March 31, 2026.
United Therapeutics reported that its pivotal phase 3 TETON-1 study of nebulized Tyvaso in idiopathic pulmonary fibrosis (IPF) met its primary endpoint. Tyvaso showed superiority to placebo in preserving lung function, improving absolute forced vital capacity by 130.1 mL over 52 weeks with strong statistical significance. Integrated analyses of TETON-1 and the earlier TETON-2 study also demonstrated statistically significant benefits across the primary and most secondary endpoints, including reduced clinical worsening and fewer acute exacerbations. The company plans to submit a supplemental New Drug Application and seek priority FDA review to add IPF to Tyvaso’s labeled indications.
United Therapeutics Corporation authorized a new stock repurchase program of up to $2.0 billion of common stock to be executed before March 9, 2027. To launch the program, the company entered into two accelerated share repurchase agreements with Citi totaling $1.5 billion, split between a $750 million uncollared ASR and a $750 million collared ASR.
The company will make an upfront payment of $1.5 billion on or around March 11, 2026 and expects initial delivery of approximately 992,120 shares under the uncollared ASR and approximately 708,657 shares under the collared ASR. Final shares repurchased will depend on the average daily volume-weighted average price over each ASR term, with the uncollared ASR scheduled to end in the second quarter of 2026 and the collared ASR in the third quarter of 2026. An additional $500 million remains authorized for future repurchases over the next year at the company’s discretion.
United Therapeutics reported that its pivotal phase 3 ADVANCE OUTCOMES study of ralinepag in pulmonary arterial hypertension met its primary goal. Ralinepag reduced the risk of a clinical worsening event by 55% versus placebo and increased the odds of clinical improvement by 47% through Week 28.
The once-daily oral prostacyclin showed statistically significant benefits on six-minute walk distance and NT-proBNP, with no new safety signals observed. The company plans to submit a New Drug Application for ralinepag to the FDA by the second half of 2026 and is hosting a webcast to discuss the results.
United Therapeutics Corporation reported strong fourth quarter and full year 2025 results, highlighted by record annual revenues of $3.18 billion, up 11% from 2024, and net income of $1.33 billion versus $1.20 billion a year earlier.
Growth was driven mainly by Tyvaso DPI, with 2025 sales of $1.29 billion, up 25%, and total Tyvaso revenues rising 16% to $1.88 billion, helped by higher patient numbers and Medicare Part D redesign effects. Orenitram sales increased 14% to $496.9 million. The company invested $550.0 million in research and development and recorded a $21.7 million PP&E impairment. It also executed accelerated share repurchase agreements totaling $2.0 billion, receiving 2.64 million shares in 2025, while ending the year with $4.70 billion in cash, cash equivalents, and marketable investments and stockholders’ equity of $7.10 billion. Management highlighted upcoming ADVANCE OUTCOMES and TETON-1 clinical readouts and expressed confidence in sustaining double-digit revenue growth.
United Therapeutics Corporation reported governance updates. On January 21, 2026, the Board of Directors increased its size to 13 members and appointed Kevin J. Tracey, M.D. as a new director, based on the recommendation of the Nominating and Governance Committee. He will initially serve without a committee assignment, and the company states there are no related-party transactions involving him above the disclosure threshold.
In connection with his appointment, Dr. Tracey received 1,220 restricted stock units under the company’s Amended and Restated 2015 Stock Incentive Plan, consistent with its standard non-employee director compensation program, and entered into the company’s standard indemnification agreement for directors and executive officers. The Board also approved and put into effect the Eleventh Amended and Restated Bylaws, which restate and amend the prior bylaws and include various technical conforming changes. A press release announcing Dr. Tracey’s appointment was furnished as an exhibit.
United Therapeutics Corporation furnished a Form 8-K announcing it issued a press release with earnings for the quarter ended September 30, 2025. The press release is attached as Exhibit 99.1.
The company stated this information shall not be deemed “filed” under Section 18 of the Exchange Act, nor incorporated by reference into Securities Act filings, except as specifically referenced.
United Therapeutics Corporation filed a current report to highlight new clinical progress for its inhaled therapy Tyvaso (treprostinil) in lung disease. The company announced that the TETON-2 clinical study of Tyvaso Inhalation Solution in patients with idiopathic pulmonary fibrosis produced positive results, signaling a potentially important development for this difficult-to-treat condition. The detailed data were released in a press release dated September 2, 2025, which is included as an exhibit to the report.
United Therapeutics (Nasdaq: UTHR) filed an 8-K covering its June 26 2025 annual meeting. Shareholders re-elected all 13 directors, approved the non-binding say-on-pay vote, and ratified Ernst & Young as auditor. The meeting also approved an amendment and restatement of the 2015 Stock Incentive Plan, adding 950,000 shares, extending the plan to April 24 2035, and increasing the Lead Independent Director retainer by $5,000. No other material financial or operational changes were disclosed.