01—Abstract
Summary
Summary of the 8-K filed March 9, 2026. Cited figures are marked; the original filing is the authoritative source.
On March 9, 2026, United Therapeutics Corporation's Board had approved a share repurchase program authorizing up to $2.0 billiona of common stock purchases before March 9, 2027.
The same day, the company entered into two accelerated share repurchase (ASR) agreements with Citibank, N.A. totaling approximately $1.5 billionb: a $750 million uncollared ASR and a $750 million collared ASR. The company will make an aggregate upfront payment of $1.5 billion to Citi on or before March 11, 2026, and will receive initial share deliveries on that date of approximately 992,120 shares (Uncollared ASR, about 70% of the expected total) and approximately 708,657 shares (Collared ASR, about 50% of the expected total), measured at the March 9, 2026 closing price. The final share count for each ASR will depend on the average daily volume-weighted average price over the term, less a discount, with the Uncollared ASR scheduled to terminate in the second quarter of 2026 and the Collared ASR in the third quarter of 2026.
The Collared ASR includes a collar setting minimum and maximum share amounts, and at final settlement the company may receive additional shares or, in limited circumstances, owe cash or elect to deliver shares to Citi. In the accompanying press release, Chairperson and CEO Martine Rothblatt described the repurchase as a value-enhancing use of capital and said the company has a robust balance sheet. After the initial $1.5 billionc ASR, $500 million remains under the authorization for discretionary repurchases over the following year, and the company assumes no obligation to use it.
02—Key points
Key Highlights
- Board approved a share repurchase program of up to $2.0 billion of common stock before March 9, 2027.
- Two ASR agreements with Citibank, N.A. executed March 9, 2026, totaling approximately $1.5 billion ($750 million uncollared and $750 million collared).
- Aggregate upfront payment of $1.5 billion to Citi due on or before March 11, 2026.
- Initial share deliveries on March 11, 2026: approximately 992,120 shares (Uncollared ASR, about 70% of expected total) and approximately 708,657 shares (Collared ASR, about 50% of expected total).
- Uncollared ASR scheduled to terminate in Q2 2026; Collared ASR scheduled to terminate in Q3 2026.
- Final settlement may yield additional shares to the company or, in limited circumstances, a cash payment to Citi or share delivery at the company's election.
- Approximately $500 million remains under the authorization for discretionary repurchases over the next year; the company assumes no obligation to use it.
03—Questions
Frequently Asked Questions
How much capital is the company committing to share repurchases under this announcement?
The Board authorized up to $2.0 billion of repurchases. Of this, about $1.5 billion is executed immediately through two ASR agreements with Citi, with an aggregate upfront payment of $1.5 billion due on or before March 11, 2026. The remaining up to $500 million is available for additional repurchases at the company's discretion over the next year.
How many shares will the company receive upfront, and how is the final share count determined?
On March 11, 2026, the company will receive initial deliveries of approximately 992,120 shares under the Uncollared ASR and approximately 708,657 shares under the Collared ASR, both measured at the March 9, 2026 closing price. The final share count for each ASR depends on the average daily VWAP over the term, less a discount, and for the Collared ASR, on a collar setting minimum and maximum share amounts along with other adjustments.
When do the ASR agreements end?
The Uncollared ASR is scheduled to terminate in the second quarter of 2026, and the Collared ASR is scheduled to terminate in the third quarter of 2026. At final settlement, the company may receive additional shares or, in certain limited circumstances, be required to make a cash payment to Citi or elect to deliver shares to Citi.
What did management say about the repurchase program?
Chairperson and CEO Martine Rothblatt, in the accompanying press release, said the company is entering 2026 with considerable momentum and high confidence in its growth and cash-flow trajectory. She stated the company believes there is a disconnect between its fundamentals and valuation, views the repurchase as a highly compelling and value-enhancing use of capital, and believes it has sufficient capital for its long-term objectives while opportunistically returning capital to shareholders.
04—Continue