United Therapeutics Enters $477.6M Accelerated Share Repurchase Agreement

Executive Summary

On September 8, 2026, United Therapeutics Corporation (UTHR) entered into an Accelerated Share Repurchase (ASR) agreement with Citibank, N.A. to repurchase approximately $477.6 million of the company's common stock. This transaction completes the full utilization of United Therapeutics' previously announced $2.0 billion share repurchase authorization.

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Key Terms of the ASR Agreement

• Total Consideration: ~$477.6 million aggregate upfront cash payment, scheduled on or around September 10, 2026.
• Initial Delivery: ~719,376 shares of common stock, representing roughly 75% of total anticipated shares under the agreement based on the closing price as of September 8, 2026.
• Pricing Mechanism: Final share count will be calculated based on the daily volume-weighted average price (VWAP) per share over the term, minus an agreed discount and subject to customary contractual adjustments.
• Final Settlement: Expected during the fourth quarter of 2026. At settlement, United Therapeutics may receive additional shares or, under specific conditions, make/receive cash or share adjustments.

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Capital Allocation Context

• Program Completion: The company previously executed $1.5 billion in ASR agreements in March 2026 and repurchased $22.4 million in open-market transactions during Q3 2026. This $477.6 million agreement exhausts the remaining $2.0 billion program.
• Total Capital Returned: Upon final settlement of this transaction, United Therapeutics will have returned approximately $4.0 billion to shareholders over a roughly 2.5-year span.
• Share Count Context: As of September 4, 2026, the company had approximately 42.9 million shares outstanding.