01—Abstract
Summary
Summary of the 8-K filed September 8, 2026. Cited figures are marked; the original filing is the authoritative source.
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 milliona of its common stock.
The company is making an aggregate upfront payment of about $477.6 millionb to Citi on or around September 10, 2026, and will receive an initial delivery of approximately 719,376 shares, representing about 75% of the shares anticipated to be repurchased based on the September 8, 2026 closing price. The final share count will depend on the average daily VWAP of the common stock over the ASR term, less a discount, and final settlement is expected in the fourth quarter of 2026. The transaction completes the remainder of the company's previously announced $2 billion share repurchase authorization.
According to the accompanying press release, the company previously entered into ASR agreements totaling $1.5 billionc in March 2026 and bought an additional $22.4 million in open-market transactions during the third quarter of 2026. Chairperson and CEO Martine Rothblatt stated that upon completion of this repurchase the company will have returned $4 billion to shareholders in approximately 2.5 years. The press release also states that the company had approximately 42.9 million shares outstanding as of September 4, 2026.
At final settlement, the company may receive additional shares or, in limited circumstances, make a cash payment to Citi, or deliver shares if it elects. The Item 7.01 disclosure and Exhibit 99.1 are furnished rather than filed under the Exchange Act.
02—Key points
Key Highlights
- Entered an ASR agreement with Citibank, N.A. to repurchase approximately $477.6 million of common stock, completing the remainder of the $2 billion repurchase authorization.
- Upfront payment of approximately $477.6 million to Citi due on or around September 10, 2026.
- 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.
- Final share count depends on the average daily VWAP during the ASR term, less a discount; final settlement expected in Q4 2026.
- Prior repurchases include ASR agreements totaling $1.5 billion in March 2026 and $22.4 million in open-market purchases in Q3 2026.
- CEO Martine Rothblatt stated that the total returned to shareholders will reach $4 billion in approximately 2.5 years upon completion.
- Approximately 42.9 million shares outstanding as of September 4, 2026.
03—Questions
Frequently Asked Questions
How much is United Therapeutics spending in this ASR transaction?
The company is making an aggregate upfront payment of approximately $477.6 million to Citibank, N.A. on or around September 10, 2026.
How many shares did the company receive up front?
The company will receive an initial delivery of approximately 719,376 shares of common stock, representing about 75% of the total shares anticipated to be repurchased, measured at the September 8, 2026 closing price.
How will the final number of repurchased shares be determined?
The final number depends on the average of the daily volume-weighted average price per share during the ASR term, less a discount and subject to the agreement's adjustments. At settlement, the company may receive additional shares or, in limited circumstances, make a cash payment or deliver shares to Citi at its election.
When is the ASR expected to settle?
Final settlement is expected to be completed in the fourth quarter of 2026.
Does this complete the company's share repurchase authorization?
Yes. According to the press release, the transaction utilizes the remainder of the previously announced $2 billion share repurchase authorization, following $1.5 billion in ASR agreements in March 2026 and $22.4 million in open-market purchases in Q3 2026.
04—Continue