How much is United Therapeutics spending on this share repurchase?

The company will make an aggregate upfront payment of $1 billion to Citibank, N.A. on August 4, 2025, split equally between a $500 million uncollared ASR and a $500 million collared ASR.

How many shares did the company initially receive?

On August 4, 2025, the company will receive an initial delivery of approximately 1,274,296 shares under the uncollared ASR and approximately 849,531 shares under the collared ASR, measured at the August 1, 2025 closing price.

When will the ASR agreements settle?

Final settlement of the uncollared ASR is expected in the fourth quarter of 2025, and final settlement of the collared ASR is expected in the first quarter of 2026.

What is the difference between the uncollared and collared ASR?

The collared ASR includes a collar provision that establishes minimum and maximum numbers of shares to be repurchased, and it involves an additional share delivery after an agreed-upon hedging period. The uncollared ASR has no such collar.

Could the company have to pay cash at settlement?

At final settlement, the company may receive additional shares. In certain limited circumstances it may be required to make a cash payment to Citi, or, if it elects, deliver shares to Citi.

UTHR 8-K: Material Agreements & Regulation FD

01—Abstract

Summary

Summary of the 8-K filed August 1, 2025. Cited figures are marked; the original filing is the authoritative source.

United Therapeutics Corporation (Nasdaq: UTHR) disclosed on August 1, 2025 that it entered into two accelerated share repurchase (ASR) agreements with Citibank, N.A. to repurchase approximately $1 billion^a in aggregate of its common stock under the $1 billion Share Repurchase Program previously approved by the Board and announced July 30, 2025.

The agreements consist of a $500 million^b uncollared ASR and a $500 million collared ASR, with an aggregate upfront payment of $1 billion to Citi due August 4, 2025. Under the uncollared ASR, the company will receive an initial delivery of approximately 1,274,296 shares on August 4, 2025, representing about 75% of the total shares to be repurchased, with final settlement expected in the fourth quarter of 2025. Under the collared ASR, the company will receive an initial delivery of approximately 849,531 shares, representing about 50% of the total shares to be repurchased, with an additional delivery after a hedging period and final settlement expected in the first quarter of 2026.

Final share counts for both agreements depend on the average daily VWAP during the term, less a discount, and the collared ASR includes minimum and maximum share amounts. In the accompanying press release, Chairperson and CEO Martine Rothblatt, Ph.D. said the repurchase reflects confidence in the company's intrinsic value, upcoming catalysts, and ability to generate sustained revenue and cash flow growth, while leaving ample remaining capital on the balance sheet. The release states that approximately 45.2 million shares were outstanding as of July 30, 2025.

02—Key points

Key Highlights

Two ASR agreements with Citi totaling $1 billion, executed August 1, 2025 under the previously announced $1 billion Share Repurchase Program.
$500 million uncollared ASR: initial delivery of approximately 1,274,296 shares on August 4, 2025 (about 75% of expected total); final settlement expected Q4 2025.
$500 million collared ASR: initial delivery of approximately 849,531 shares on August 4, 2025 (about 50% of expected total); final settlement expected Q1 2026, with a minimum/maximum share collar.
Aggregate upfront payment of $1 billion to Citi due August 4, 2025.
Final share repurchase amounts depend on average daily VWAP during the term, less a discount, with possible additional share deliveries or, in limited circumstances, cash payments at settlement.
Approximately 45.2 million shares outstanding as of July 30, 2025, per the press release.
CEO Martine Rothblatt attributes the buyback to confidence in intrinsic value, upcoming catalysts, and sustained revenue and cash flow growth.

03—Questions

Frequently Asked Questions

How much is United Therapeutics spending on this share repurchase?
The company will make an aggregate upfront payment of $1 billion to Citibank, N.A. on August 4, 2025, split equally between a $500 million uncollared ASR and a $500 million collared ASR.
How many shares did the company initially receive?
On August 4, 2025, the company will receive an initial delivery of approximately 1,274,296 shares under the uncollared ASR and approximately 849,531 shares under the collared ASR, measured at the August 1, 2025 closing price.
When will the ASR agreements settle?
Final settlement of the uncollared ASR is expected in the fourth quarter of 2025, and final settlement of the collared ASR is expected in the first quarter of 2026.
What is the difference between the uncollared and collared ASR?
The collared ASR includes a collar provision that establishes minimum and maximum numbers of shares to be repurchased, and it involves an additional share delivery after an agreed-upon hedging period. The uncollared ASR has no such collar.
Could the company have to pay cash at settlement?
At final settlement, the company may receive additional shares. In certain limited circumstances it may be required to make a cash payment to Citi, or, if it elects, deliver shares to Citi.

04—Continue

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