Form 8-K

8-K — UNITED THERAPEUTICS Corp

Accession: 0001082554-26-000028

Filed: 2026-08-05

Period: 2026-08-05

CIK: 0001082554

SIC: 2834 (PHARMACEUTICAL PREPARATIONS)

Item: Results of Operations and Financial Condition

Item: Financial Statements and Exhibits

Documents

8-K — uthr-20260805.htm (Primary)

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

_______________________________________

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15 (d) of the

Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): August 5, 2026

United Therapeutics Corporation

(Exact Name of Registrant as Specified in Charter)

Delaware 000-26301 52-1984749

(State or Other

Jurisdiction of

Incorporation) (Commission

File Number) (I.R.S. Employer

Identification Number)

1000 Spring Street

Silver Spring,

MD 20910

(Address of Principal Executive Offices) (Zip Code)

Registrant’s telephone number, including area code:

(301) 608-9292

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class Trading Symbol(s) Name of exchange on which registered

Common Stock, par value $0.01 per share UTHR Nasdaq Global Select Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 2.02. Results of Operations and Financial Condition.

On August 5, 2026, United Therapeutics Corporation issued a press release setting forth its earnings for the quarter ended June 30, 2026.

A copy of the press release is attached hereto as Exhibit 99.1.

Item 9.01. Exhibits

This information shall not be deemed to be “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to liability under that section, nor shall it be deemed incorporated by reference into any filing under the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such filing.

(d) Exhibits

Exhibit No. Description of Exhibit

99.1

Press Release dated August 5, 2026

104 The cover page from this Current Report on Form 8-K, formatted in Inline XBRL.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

UNITED THERAPEUTICS CORPORATION

Dated: August 5, 2026 By: /s/ Paul A. Mahon

Name: Paul A. Mahon

Title: General Counsel

EX-99.1

Filename: uthrq22026-ex991.htm · Sequence: 2

Document

Exhibit 99.1

For Immediate Release

United Therapeutics Corporation Reports Second Quarter 2026 Financial Results

SILVER SPRING, Md. and RESEARCH TRIANGLE PARK, N.C., August 5, 2026: United Therapeutics Corporation (Nasdaq: UTHR), a public benefit corporation, today announced its financial results for the quarter ended June 30, 2026. Total revenues in the second quarter of 2026 decreased by two percent year-over-year to $783.3 million, compared to $798.6 million in the second quarter of 2025.

“We just submitted what we believe are two of the most important NDAs in rare pulmonary disease history: ralinepag tablets in PAH and Nebulized Tyvaso in IPF,” said Martine Rothblatt, Ph.D., Chairperson and Chief Executive Officer of United Therapeutics. “We believe that these submissions, accompanied by our planned filings later this year – an IND application for ralinepag DPI and an NDA for treprostinil SMI – may herald an opportunity for a quantum increase in our growth by the end of the decade. By next year, we expect potential approvals for Nebulized Tyvaso in IPF and ralinepag tablets in PAH, two potentially transformative, multi-billion-dollar catalysts that could significantly enhance our growth profile. We expect Tyvaso DPI will then follow Nebulized Tyvaso’s wake into IPF and then PPF. Moreover, our organ manufacturing pipeline continues to advance rapidly with clinical trials ongoing or being planned for liver, kidney, heart, and lung products, and the launch later this year of two xeno-organ production facilities in Minnesota and Texas.”

“Tyvaso DPI exited the second quarter at record levels of starts, referrals, commercial patients, and total patients, reflecting strong underlying demand,” said Michael Benkowitz, President and Chief Operating Officer of United Therapeutics. “Supported by our competitively differentiated device, deep clinical experience, and significant remaining opportunity in PH-ILD, we are confident in our ability to extend our leadership position in the inhaled prostacyclin class.”

Second Quarter 2026 Financial Results

Key financial highlights include (dollars in millions, except per share data):

Three Months Ended

June 30,

Dollar Change

Percentage Change

2026

2025

Total revenues

783.3

798.6

(15.3)

(2)

Net income

333.0

309.5

23.5

Net income, per basic share

7.82

6.86

0.96

Net income, per diluted share

7.27

6.41

0.86

Revenues

The table below presents the components of total revenues (dollars in millions):

Three Months Ended

June 30,

Dollar Change

Percentage

Change

2026

2025

Net product sales:

Tyvaso DPI®

326.6

315.2

11.4

Nebulized Tyvaso®

126.0

154.4

(28.4)

(18)

Total Tyvaso

452.6

469.6

(17.0)

(4)

Remodulin®(1)

126.3

134.7

(8.4)

(6)

Orenitram®

125.7

123.9

1.8

Unituxin®

65.2

58.4

6.8

Adcirca®

6.7

6.5

0.2

Other

6.8

5.5

1.3

Total revenues

783.3

798.6

(15.3)

(2)

(1) Net product sales include sales of infusion devices, including the Remunity® and RemunityPRO® Pumps.

Total Tyvaso revenues decreased by four percent to $452.6 million in the second quarter of 2026, compared to $469.6 million in the second quarter of 2025, driven by a decrease in Nebulized Tyvaso revenues, partially offset by growth in Tyvaso DPI revenues. The growth in Tyvaso DPI revenues resulted primarily from an increase in quantities sold of $6.9 million and a price increase of $9.4 million, partially offset by higher gross-to-net deductions. The decrease in Nebulized Tyvaso revenues resulted primarily from a decrease in U.S. quantities sold of $37.6 million, partially offset by a price increase. The decrease in Remodulin revenues resulted primarily from a decrease in U.S. quantities sold of $12.3 million, partially offset by an increase in international revenues. We believe the availability of competitive therapies negatively impacted sales of Nebulized Tyvaso, Tyvaso DPI, and Remodulin for the three and six months ended June 30, 2026.

The table below presents the breakdown of total revenues between the United States and rest-of-world (ROW) (in millions):

Three Months Ended June 30,

2026

2025

U.S.

ROW

Total

U.S.

ROW

Total

Net product sales:

Tyvaso DPI

326.6

—

326.6

314.8

0.4

315.2

Nebulized Tyvaso

109.7

16.3

126.0

140.5

13.9

154.4

Total Tyvaso

436.3

16.3

452.6

455.3

14.3

469.6

Remodulin(1)

99.4

26.9

126.3

113.7

21.0

134.7

Orenitram

125.7

—

125.7

123.9

—

123.9

Unituxin

59.0

6.2

65.2

55.4

3.0

58.4

Adcirca

6.7

—

6.7

6.5

—

6.5

Other

6.5

0.3

6.8

5.0

0.5

5.5

Total revenues

733.6

49.7

783.3

759.8

38.8

798.6

(1) Net product sales include sales of infusion devices, including the Remunity and RemunityPRO Pumps.

Expenses

Cost of sales. The table below summarizes cost of sales by major category (dollars in millions):

Three Months Ended

June 30,

Dollar Change

Percentage Change

2026

2025

Category:

Cost of sales

98.5

86.6

11.9

Share-based compensation expense(1)

1.0

—

Total cost of sales

99.5

87.6

11.9

(1)See Share-based compensation expense below for discussion.

Cost of sales, excluding share-based compensation. The increase in cost of sales for the three months ended June 30, 2026, as compared to the same period in 2025, was primarily due to an increase in inventory reserve expense. Of this increased amount, $7.5 million related to estimated losses under a commercial supply agreement intended to provide sufficient Tyvaso DPI inventory to meet the needs of our patients.

Research and development expense. The table below summarizes the nature of research and development expense by major expense category (dollars in millions):

Three Months Ended

June 30,

Dollar Change

Percentage Change

2026

2025

Category:

External research and development(1)

71.2

62.4

8.8

Internal research and development(2)

54.0

55.9

(1.9)

(3)

Share-based compensation expense(3)

10.9

8.1

2.8

Other(4)

10.2

7.6

2.6

Total research and development expense

146.3

134.0

12.3

(1)External research and development primarily includes fees paid to third parties (such as clinical trial sites, contract research organizations, and contract laboratories) for preclinical and clinical studies and payments to third-party contract manufacturers before regulatory approval of the relevant product.

(2)Internal research and development primarily includes salary-related expenses for research and development functions, internal costs to manufacture product candidates before regulatory approval, and internal facilities-related expenses, including depreciation, related to research and development activities.

(3)See Share-based compensation expense below for discussion.

(4)Other primarily includes upfront fees and milestone payments to third parties under license agreements related to development-stage products and adjustments to the fair value of our contingent consideration obligations.

Research and development, excluding share-based compensation. The increase in research and development expense for the three months ended June 30, 2026, as compared to the same period in 2025, was primarily due to: (1) an increase in expenditures related to cardiopulmonary treatment projects; and (2) an increase in the fair value of our contingent consideration obligations for manufactured organ and organ alternative projects obtained through acquisition.

Selling, general, and administrative expense. The table below summarizes selling, general, and administrative expense by major category (dollars in millions):

Three Months Ended

June 30,

Dollar Change

Percentage Change

2026

2025

Category:

General and administrative(1)

137.9

131.1

6.8

Impairment of property, plant, and equipment (PP&E)

—

21.7

(21.7)

(100)

Sales and marketing

37.3

31.0

6.3

Share-based compensation expense(2)

31.5

28.7

2.8

Total selling, general, and administrative expense

206.7

212.5

(5.8)

(3)

(1) Excluding impairment of PP&E. See Impairment of PP&E section below.

(2) See Share-based compensation expense below for discussion.

General and administrative, excluding impairment of PP&E and share-based compensation. The increase in general and administrative expense for the three months ended June 30, 2026, as compared to the same period in 2025, was primarily due to: (1) an increase in personnel expense due to growth in headcount; and (2) an increase in consulting expenses, partially offset by a decrease in legal expenses related to litigation matters.

Impairment of PP&E. The decrease in impairment of PP&E during the three months ended June 30, 2026, as compared to the same period in 2025, was primarily due to the impairment charge to write down the carrying value of certain PP&E in 2025, which did not recur in 2026.

Sales and marketing, excluding share-based compensation. The increase in sales and marketing expense for the three months ended June 30, 2026, as compared to the same period in 2025, was primarily due to an increase in personnel expense due to growth in headcount.

Share-based compensation expense. The table below summarizes share-based compensation expense by major category (dollars in millions):

Three Months Ended

June 30,

Dollar Change

Percentage Change

2026

2025

Category:

Stock options

12.8

11.1

1.7

Restricted stock units

29.7

26.0

3.7

Employee stock purchase plan

0.9

0.7

0.2

Total share-based compensation expense

43.4

37.8

5.6

Interest income. Interest income was $31.5 million and $51.3 million for the three months ended June 30, 2026 and 2025, respectively. The decrease in interest income was primarily due to a decrease in marketable investments due to the sale of securities to fund our two accelerated share repurchase agreements in March 2026 (the 2026 ASR agreements).

Other income (expense), net. Other income (expense), net for the three months ended June 30, 2026 and 2025 was $13.3 million in income and $0.1 million in expense, respectively. The increase in other income was primarily due to net unrealized gains on equity securities.

Income tax expense. Income tax expense for the three months ended June 30, 2026 and 2025 was $39.7 million and $98.9 million, respectively. Our effective income tax rate (ETR) for the three months ended June 30, 2026 and 2025 was 11 percent and 24 percent, respectively. Our ETR for the three months ended June 30, 2026 decreased compared to our ETR for the three months ended June 30, 2025, primarily due to increased excess tax benefits from share-based compensation.

Share repurchase. In March 2026, our Board of Directors approved a share repurchase program authorizing up to $2.0 billion in aggregate repurchases of our common stock, which expires on March 9, 2027. In March 2026, we also entered into the 2026 ASR agreements with Citibank, N.A. to repurchase approximately $1.5 billion of our common stock. During the three months ended June 30, 2026, we received an additional 378,936 shares of our common stock upon the first to settle of the 2026 ASR agreements. The other 2026 ASR agreement settled in August 2026, and we received an additional 215,948 shares of our common stock upon final settlement. In total, we repurchased 2,759,343 shares of our common stock under the 2026 ASR agreements, of which 2,543,395 were held as treasury stock in our consolidated balance sheets as of June 30, 2026. As of June 30, 2026, $500 million remained available under the share repurchase program authorized by our Board for purchases through March 9, 2027.

Webcast

We will host a webcast to discuss our second quarter 2026 financial results on Wednesday, August 5, 2026, at 9:00 a.m. Eastern Time. The webcast can be accessed live via our website at https://ir.unither.com/events-and-presentations. An investor presentation is available now, and after the webcast a replay of the webcast will also be available, at the same location on our website.

About United Therapeutics

Founded by CEO Martine Rothblatt to discover a cure for her daughter's life-threatening rare disease, pulmonary arterial hypertension, United Therapeutics transforms the treatment of rare diseases and pioneers alternatives to expand the supply of transplantable organs. From our innovative therapies to our groundbreaking manufactured organs, we are bold and unconventional. We move quickly from scientific theory to practical technologies that can save lives. As a public benefit corporation, even our legal structure reflects our commitments. We serve patients, act with integrity, create long-term shareholder value, and operate with sustainable practices that protect the future we are working to build.

Forward-Looking Statements

Statements included in this press release that are not historical in nature are “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements include statements related to: our research and development and regulatory plans, including the potential outcome of our NDA and sNDA seeking approval for ralinepag tablets for PAH and Nebulized Tyvaso for IPF, respectively, our plans to submit by the end of this year an IND for ralinepag DPI and an NDA for treprostinil SMI, our plans to develop Tyvaso DPI for IPF and PPF; the potential for us to achieve a quantum increase in our growth by the end of the decade; our expectation that ralinepag tablets and Nebulized Tyvaso for IPF represent multi-billion-dollar catalysts that could significantly enhance our growth profile; our organ manufacturing pipeline, including our planned clinical trials and our plan to launch new xeno-organ facilities later this year; our expectation that our competitively differentiated device, deep clinical experience, and significant remaining opportunity in PH-ILD will enable us to extend our leadership position in the inhaled prostacyclin class; and our goals of expanding the supply of transplantable organs, developing practical technologies that can save lives, creating long-term shareholder value, and operating with sustainable practices. These forward-looking statements are subject to certain risks and uncertainties, such as those described in our periodic reports filed with the Securities and Exchange Commission, that could cause actual results to differ materially from anticipated results. Consequently, such forward-looking statements are qualified by the cautionary statements, cautionary language and risk factors set forth in our periodic reports and documents filed with the Securities and Exchange Commission, including our most recent Annual Report on Form 10-K, Quarterly Reports on Form 10-Q, and Current Reports on Form 8-K. We claim the protection of the safe harbor contained in the Private Securities Litigation Reform Act of 1995 for forward-looking statements. We are providing this information as of August 5,

2026, and assume no obligation to update or revise the information contained in this press release whether as a result of new information, future events, or any other reason.

ORENITRAM, REMODULIN, REMUNITY, REMUNITYPRO, TYVASO, TYVASO DPI, and UNITUXIN are registered trademarks of United Therapeutics Corporation.

ADCIRCA is a registered trademark of Eli Lilly and Company.

For Further Information Contact:

Investor Inquiries

https://ir.unither.com/contact-ir

Media Inquiries

communications@unither.com

Abbreviations:

1. NDA = new drug application. 2. PAH = pulmonary arterial hypertension. 3. IPF = idiopathic pulmonary fibrosis. 4. IND = investigational new drug. 5. DPI = dry powder inhaler. 6. SMI = soft mist inhaler. 7. PPF = progressive pulmonary fibrosis.

UNITED THERAPEUTICS CORPORATION

CONSOLIDATED STATEMENTS OF OPERATIONS

(In millions, except per share data)

Three Months Ended

June 30,

2026

2025

(Unaudited)

Total revenues

783.3

798.6

Operating expenses:

Cost of sales

99.5

87.6

Research and development

146.3

134.0

Selling, general, and administrative

206.7

212.5

Total operating expenses

452.5

434.1

Operating income

330.8

364.5

Interest income

31.5

51.3

Interest expense

(2.9)

(7.3)

Other income (expense), net

13.3

(0.1)

Total other income, net

41.9

43.9

Income before income taxes

372.7

408.4

Income tax expense

(39.7)

(98.9)

Net income

333.0

309.5

Net income per common share:

Basic

7.82

6.86

Diluted

7.27

6.41

Weighted average number of common shares outstanding:

Basic

42.6

45.1

Diluted

45.8

48.3

SELECTED CONSOLIDATED BALANCE SHEET DATA

(Unaudited, in millions)

June 30,

2026

Cash, cash equivalents, and marketable investments

3,803.4

Total assets

7,220.1

Total liabilities

819.8

Total stockholders’ equity

6,400.3

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- Definition

Name of the Exchange on which a security is registered.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection d1-1

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- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as soliciting material pursuant to Rule 14a-12 under the Exchange Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 14a

-Subsection 12

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- Definition

Trading symbol of an instrument as listed on an exchange.

+ References

No definition available.

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- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as written communications pursuant to Rule 425 under the Securities Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Securities Act

-Number 230

-Section 425

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