FULLTEXT DEL 1 AV 2
10-Q – 2026-08-05 – uthr-20260630.htm
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For the quarterly period ended June 30, 2026 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934. For the transition period from to Commission file number 0-26301 United Therapeutics Corporation (Exact Name of Registrant as Specified in Its Charter) Delaware 52-1984749 (State or Other Jurisdiction of (I.R.S. Employer Incorporation or Organization) Identification No.) 1000 Spring Street , Silver Spring , MD 20910 (Address of Principal Executive Offices) (Zip Code) ( 301 ) 608-9292 (Registrant’s Telephone Number, Including Area Code) (Former Name, Former Address and Former Fiscal Year, If Changed Since Last Report) 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: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐ Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐ Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act: Large accelerated filer ☒ Accelerated filer ☐ Non-accelerated filer ☐ Smaller reporting company ☐ 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. ☐ Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒ The number of shares outstanding of the registrant’s common stock, par value $0.01 per share, as of July 29, 2026, was 42,890,692 . Table of Contents TABLE OF CONTENTS INDEX Page Part I FINANCIAL INFORMATION (UNAUDITED) 3 Item 1. Consolidated Financial Statements 3 Consolidated Balance Sheets 3 Consolidated Statements of Operations 4 Consolidated Statements of Comprehensive Income 5 Consolidated Statements of Stockholders’ Equity 6 Consolidated Statements of Cash Flows 8 Notes to Consolidated Financial Statements 9 Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations 25 Item 3. Quantitative and Qualitative Disclosures About Market Risk 41 Item 4. Controls and Procedures 41 Part II OTHER INFORMATION 42 Item 1. Legal Proceedings 42 Item 1A. Risk Factors 42 Item 2. Unregistered Sales of Equity Securities and Use of Proceeds 56 Item 5. Other Information 57 Item 6. Exhibits 58 SIGNATURES 59 2 United Therapeutics, a public benefit corporation Table of Contents PART I. FINANCIAL INFORMATION Item 1. Consolidated Financial Statements Consolidated Balance Sheets (In millions, except share and per share data) June 30, 2026 December 31, 2025 (Unaudited) Assets Current assets: Cash and cash equivalents $ 1,803.2 $ 1,557.1 Marketable investments 859.1 1,363.2 Accounts receivable, no allowance for 2026 and 2025 310.3 350.2 Inventories, net 193.8 183.1 Other current assets 317.3 248.9 Total current assets 3,483.7 3,702.5 Marketable investments 1,141.1 1,776.7 Goodwill and other intangible assets, net 114.1 116.5 Property, plant, and equipment, net 1,930.1 1,729.7 Deferred tax assets, net 311.6 357.7 Other non-current assets 239.5 196.9 Total assets $ 7,220.1 $ 7,880.0 Liabilities and stockholders’ equity Current liabilities: Accounts payable and accrued expenses $ 497.8 $ 488.0 Other current liabilities 110.0 72.6 Total current liabilities 607.8 560.6 Other non-current liabilities 212.0 223.2 Total liabilities 819.8 783.8 Commitments and contingencies Stockholders’ equity: Preferred stock, par value $ 0.01 , 10,000,000 shares authorized, no shares issued — — Common stock, par value $ 0.01 , 245,000,000 shares authorized, 78,029,318 and 76,452,253 shares issued, and 42,676,835 and 43,643,165 shares outstanding as of June 30, 2026 and December 31, 2025, respectively 0.8 0.8 Additional paid-in capital 2,895.8 2,798.0 Accumulated other comprehensive (loss) income ( 16.2 ) 0.9 Treasury stock, 35,352,483 and 32,809,088 shares as of June 30, 2026 and December 31, 2025, respectively ( 5,644.9 ) ( 4,260.4 ) Retained earnings 9,164.8 8,556.9 Total stockholders’ equity 6,400.3 7,096.2 Total liabilities and stockholders’ equity $ 7,220.1 $ 7,880.0 See accompanying notes to consolidated financial statements. Quarterly Report 3 Table of Contents Part I. Financial Information Consolidated Statements of Operations (In millions, except per share data) Three Months Ended June 30, Six Months Ended June 30, 2026 2025 2026 2025 (Unaudited) (Unaudited) Total revenues $ 783.3 $ 798.6 $ 1,564.8 $ 1,593.0 Operating expenses: Cost of sales 99.5 87.6 232.9 180.1 Research and development 146.3 134.0 284.5 283.0 Selling, general, and administrative 206.7 212.5 390.8 382.6 Total operating expenses 452.5 434.1 908.2 845.7 Operating income 330.8 364.5 656.6 747.3 Interest income 31.5 51.3 73.3 102.4 Interest expense ( 2.9 ) ( 7.3 ) ( 5.9 ) ( 13.4 ) Other income (expense), net 13.3 ( 0.1 ) ( 33.0 ) ( 4.4 ) Total other income, net 41.9 43.9 34.4 84.6 Income before income taxes 372.7 408.4 691.0 831.9 Income tax expense ( 39.7 ) ( 98.9 ) ( 83.1 ) ( 200.2 ) Net income $ 333.0 $ 309.5 $ 607.9 $ 631.7 Net income per common share: Basic $ 7.82 $ 6.86 $ 14.14 $ 14.04 Diluted $ 7.27 $ 6.41 $ 13.07 $ 13.02 Weighted average number of common shares outstanding: Basic 42.6 45.1 43.0 45.0 Diluted 45.8 48.3 46.5 48.5 See accompanying notes to consolidated financial statements. 4 United Therapeutics, a public benefit corporation Table of Contents Part I. Financial Information Consolidated Statements of Comprehensive Income (In millions) Three Months Ended June 30, Six Months Ended June 30, 2026 2025 2026 2025 (Unaudited) (Unaudited) Net income $ 333.0 $ 309.5 $ 607.9 $ 631.7 Other comprehensive income: Defined benefit pension plan: Actuarial gain (loss) arising during period, net of tax — — 0.1 ( 2.8 ) Actuarial gain and prior service cost included in net periodic pension cost, net of tax ( 0.1 ) ( 0.4 ) ( 0.3 ) ( 0.8 ) Total defined benefit pension plan, net of tax ( 0.1 ) ( 0.4 ) ( 0.2 ) ( 3.6 ) Available-for-sale debt securities: Unrealized (loss) gain arising during period, net of tax ( 5.9 ) 2.2 ( 15.1 ) 7.6 Realized gain included in net income, net of tax — ( 0.6 ) ( 1.8 ) ( 0.6 ) Total (loss) gain on available-for-sale debt securities, net of tax ( 5.9 ) 1.6 ( 16.9 ) 7.0 Other comprehensive (loss) income, net of tax ( 6.0 ) 1.2 ( 17.1 ) 3.4 Comprehensive income $ 327.0 $ 310.7 $ 590.8 $ 635.1 During the three and six months ended June 30, 2026 , the tax (benefit) expense in other comprehensive income was zero for the defined benefit pension plan and $( 1.9 ) million and $( 5.4 ) million, respectively, for the available-for-sale debt securities. During the three and six months ended June 30, 2025, the tax (benefit) expense in other comprehensive income was $( 0.1 ) million for the defined benefit pension plan and $ 0.5 million and $ 2.2 million, respectively, for the available-for-sale debt securities. See accompanying notes to consolidated financial statements. Quarterly Report 5 Table of Contents Part I. Financial Information Consolidated Statements of Stockholders’ Equity (In millions) Three Months Ended June 30, 2026 (Unaudited) Common Stock Additional Paid-in Capital Accumulated Other Comprehensive (Loss) Income Treasury Stock Retained Earnings Stockholders’ Equity Shares Amount Balance, April 1, 2026 77.1 $ 0.8 $ 2,520.3 $ ( 10.2 ) $ ( 5,441.6 ) $ 8,831.8 $ 5,901.1 Net income — — — — — 333.0 333.0 Other comprehensive loss, net of tax — — — ( 6.0 ) — — ( 6.0 ) Restricted stock units ( RSUs ) withheld for taxes — — ( 0.5 ) — — — ( 0.5 ) Share repurchase — — 206.3 — ( 206.3 ) — — Excise tax on net share repurchase — — — — 3.0 — 3.0 Exercise of stock options 0.9 — 126.3 — — — 126.3 Share-based compensation — — 43.4 — — — 43.4 Balance, June 30, 2026 78.0 $ 0.8 $ 2,895.8 $ ( 16.2 ) $ ( 5,644.9 ) $ 9,164.8 $ 6,400.3 Three Months Ended June 30, 2025 (Unaudited) Common Stock Additional Paid-in Capital Accumulated Other Comprehensive (Loss) Income Treasury Stock Retained Earnings Stockholders’ Equity Shares Amount Balance, April 1, 2025 75.2 $ 0.8 $ 2,737.7 $ ( 1.2 ) $ ( 3,474.5 ) $ 7,544.4 $ 6,807.2 Net income — — — — — 309.5 309.5 Other comprehensive income, net of tax — — — 1.2 — — 1.2 RSUs withheld for taxes — — ( 0.2 ) — — — ( 0.2 ) Exercise of stock options 0.2 — 18.1 — — — 18.1 Share-based compensation — — 37.8 — — — 37.8 Balance, June 30, 2025 75.4 $ 0.8 $ 2,793.4 $ — $ ( 3,474.5 ) $ 7,853.9 $ 7,173.6 Six Months Ended June 30, 2026 (Unaudited) Common Stock Additional Paid-in Capital Accumulated Other Comprehensive (Loss) Income Treasury Stock Retained Earnings Stockholders’ Equity Shares Amount Balance, January 1, 2026 76.5 $ 0.8 $ 2,798.0 $ 0.9 $ ( 4,260.4 ) $ 8,556.9 $ 7,096.2 Net income — — — — — 607.9 607.9 Other comprehensive loss, net of tax — — — ( 17.1 ) — — ( 17.1 ) Shares issued under employee stock purchase plan ( ESPP ) — — 5.6 — — — 5.6 RSUs withheld for taxes — — ( 58.8 ) — — — ( 58.8 ) Share repurchase — — ( 120.9 ) — ( 1,379.1 ) — ( 1,500.0 ) Excise tax on net share repurchase — — — — ( 5.4 ) — ( 5.4 ) Common stock issued for RSUs vested 0.1 — — — — — — Exercise of stock options 1.4 — 194.6 — — — 194.6 Share-based compensation — — 77.3 — — — 77.3 Balance, June 30, 2026 78.0 $ 0.8 $ 2,895.8 $ ( 16.2 ) $ ( 5,644.9 ) $ 9,164.8 $ 6,400.3 6 United Therapeutics, a public benefit corporation Table of Contents Part I. Financial Information Six Months Ended June 30, 2025 (Unaudited) Common Stock Additional Paid-in Capital Accumulated Other Comprehensive (Loss) Income Treasury Stock Retained Earnings Stockholders’ Equity Shares Amount Balance, January 1, 2025 75.0 $ 0.8 $ 2,698.9 $ ( 3.4 ) $ ( 3,474.5 ) $ 7,222.2 $ 6,444.0 Net income — — — — — 631.7 631.7 Other comprehensive income, net of tax — — — 3.4 — — 3.4 Shares issued under ESPP — — 4.9 — — — 4.9 RSUs withheld for taxes — — ( 15.5 ) — — — ( 15.5 ) Common stock issued for RSUs vested 0.1 — — — — — — Exercise of stock options 0.3 — 34.7 — — — 34.7 Share-based compensation — — 70.4 — — — 70.4 Balance, June 30, 2025 75.4 $ 0.8 $ 2,793.4 $ — $ ( 3,474.5 ) $ 7,853.9 $ 7,173.6 See accompanying notes to consolidated financial statements. Quarterly Report 7 Table of Contents Part I. Financial Information Consolidated Statements of Cash Flows (In millions) Six Months Ended June 30, 2026 2025 (Unaudited) Cash flows from operating activities: Net income $ 607.9 $ 631.7 Adjustments to reconcile net income to net cash provided by operating activities: Depreciation and amortization 46.8 40.9 Share-based compensation expense 77.3 69.6 Impairment of property, plant, and equipment — 21.7 Net unrealized losses on equity securities 48.2 9.3 Deferred income taxes 51.6 — Other 56.8 4.7 Changes in operating assets and liabilities: Accounts receivable 39.9 ( 100.0 ) Inventories ( 57.8 ) ( 18.6 ) Accounts payable and accrued expenses ( 16.7 ) 43.5 Other assets and liabilities ( 77.1 ) ( 49.9 ) Net cash provided by operating activities 776.9 652.9 Cash flows from investing activities: Purchases of property, plant, and equipment ( 208.8 ) ( 137.1 ) Deposits ( 6.4 ) ( 9.8 ) Purchases of available-for-sale debt securities ( 770.8 ) ( 2,499.2 ) Maturities of available-for-sale debt securities 534.3 915.9 Sales of available-for-sale debt securities 1,307.9 1,265.6 Purchase of investment in privately held company ( 25.0 ) — Net cash provided by (used in) investing activities 831.2 ( 464.6 ) Cash flows from financing activities: Payments to repurchase common stock ( 1,500.0 ) — Proceeds from line of credit — 200.0 Repayment of line of credit — ( 500.0 ) Excise tax paid on net share repurchase — ( 5.0 ) Payments of debt issuance costs ( 3.4 ) ( 11.5 ) Proceeds from the exercise of stock options 194.6 34.7 Proceeds from the issuance of stock under ESPP 5.6 4.9 RSUs withheld for taxes ( 58.8 ) ( 15.5 ) Net cash used in financing activities ( 1,362.0 ) ( 292.4 ) Net increase (decrease) in cash and cash equivalents $ 246.1 $ ( 104.1 ) Cash and cash equivalents, beginning of period 1,557.1 1,697.2 Cash and cash equivalents, end of period $ 1,803.2 $ 1,593.1 Supplemental cash flow information: Cash paid for interest $ 3.8 $ 9.6 Cash paid for income taxes $ 102.5 $ 253.9 Non-cash investing and financing activities: Non-cash additions to property, plant, and equipment $ 104.1 $ 66.2 Excise tax on net share repurchase $ 5.4 $ — See accompanying notes to consolidated financial statements. 8 United Therapeutics, a public benefit corporation Table of Contents Part I. Financial Information Notes to Consolidated Financial Statements June 30, 2026 (Unaudited) 1. Organization and Business Description United Therapeutics Corporation is a biotechnology company focused on the development and commercialization of innovative products to address the unmet medical needs of patients with chronic and life-threatening conditions. In 2021, we converted to a Delaware public benefit corporation, with the express public benefit purpose to provide a brighter future for patients through (a) the development of novel pharmaceutical therapies; and (b) technologies that expand the availability of transplantable organs . We have approval from the U.S. Food and Drug Administration ( FDA ) to market the following therapies: Tyvaso DPI ® (treprostinil) Inhalation Powder ( Tyvaso DPI ), Tyvaso ® (treprostinil) Inhalation Solution ( Nebulized Tyvaso ), Remodulin ® (treprostinil) Injection ( Remodulin ), Orenitram ® (treprostinil) Extended-Release Tablets ( Orenitram ), Unituxin ® (dinutuximab) Injection ( Unituxin ), and Adcirca ® (tadalafil) Tablets ( Adcirca ). We also derive revenues outside the United States from sales of Nebulized Tyvaso, Remodulin, and Unituxin, and within the United States from sales of commercial ex vivo lung perfusion services. As used in these notes to our consolidated financial statements, unless the context otherwise requires, the terms “ we ”, “ us ”, “ our ”, and similar terms refer to United Therapeutics Corporation and its consolidated subsidiaries. 2. Basis of Presentation The accompanying unaudited consolidated financial statements have been prepared in accordance with the rules and regulations of the U.S. Securities and Exchange Commission ( SEC ) for interim financial information. Accordingly, they do not include all of the information required by U.S. generally accepted accounting principles for complete financial statements. These consolidated financial statements should be read in conjunction with our audited consolidated financial statements and the accompanying notes to our consolidated financial statements contained in our Annual Report on Form 10-K for the year ended December 31, 2025, as filed with the SEC on February 25, 2026. In our management’s opinion, the accompanying consolidated financial statements contain all adjustments, including normal, recurring adjustments, necessary to fairly present our financial position as of June 30, 2026 and December 31, 2025, our statements of operations, comprehensive income, and stockholders’ equity for the three- and six-month periods ended June 30, 2026 and 2025, and our statements of cash flows for the six-month periods ended June 30, 2026 and 2025. Interim results are not necessarily indicative of results for an entire year. Certain prior year amounts have been reclassified to conform to the current year presentation. In the consolidated statements of cash flows, we reclassified prior amounts within other to net unrealized losses on equity securities to conform with the current period presentation. Recently Issued Accounting Standards Accounting Standards Adopted During the Period None. Accounting Standards Not Yet Adopted In November 2024, the FASB issued ASU 2024-03, Income Statement — Reporting Comprehensive Income — Expense Disaggregation Disclosures (Topic 220): Disaggregation of Income Statement Expenses , which requires public business entities to disclose, on an annual and interim basis, disaggregated information about certain income statement expense line items in the notes to the financial statements. Public business entities are required to apply the guidance prospectively and may elect to apply it retrospectively. This ASU is effective for annual periods beginning after December 15, 2026, and interim periods beginning after December 15, 2027, although early adoption is permitted. We are evaluating the impact of adopting this guidance on our consolidated financial statements. Quarterly Report 9 Table of Contents Part I. Financial Information 3. Investments Marketable Investments Available-for-Sale Debt Securities Available-for-sale debt securities are recorded at fair value, with the portion of the unrealized gains and losses that are not credit-related included as a component of accumulated other comprehensive (loss) income in stockholders’ equity, until realized. Available-for-sale debt securities consisted of the following (in millions): As of June 30, 2026 Amortized Cost Gross Unrealized Gains Gross Unrealized Losses Fair Value U.S. government and agency securities $ 1,575.2 $ 0.7 $ ( 8.2 ) $ 1,567.7 Corporate debt securities 354.8 0.3 ( 1.3 ) 353.8 Total $ 1,930.0 $ 1.0 $ ( 9.5 ) $ 1,921.5 Reported under the following captions in our consolidated balance sheets: Cash and cash equivalents $ — Current marketable investments 780.4 Non-current marketable investments 1,141.1 Total $ 1,921.5 As of December 31, 2025 Amortized Cost Gross Unrealized Gains Gross Unrealized Losses Fair Value U.S. government and agency securities $ 2,433.0 $ 10.5 $ ( 0.3 ) $ 2,443.2 Corporate debt securities 603.1 3.7 — 606.8 Total $ 3,036.1 $ 14.2 $ ( 0.3 ) $ 3,050.0 Reported under the following captions in our consolidated balance sheets: Cash and cash equivalents $ 37.0 Current marketable investments 1,236.3 Non-current marketable investments 1,776.7 Total $ 3,050.0 The following tables present gross unrealized losses and fair value for those available-for-sale debt securities that were in an unrealized loss position as of June 30, 2026 and December 31, 2025, aggregated by investment category and length of time that the individual securities have been in a continuous loss position (in millions): Less than 12 months 12 months or longer Total As of June 30, 2026 Fair Value Gross Unrealized Losses Fair Value Gross Unrealized Losses Fair Value Gross Unrealized Losses U.S. government and agency securities $ 1,138.1 $ ( 8.2 ) $ — $ — $ 1,138.1 $ ( 8.2 ) Corporate debt securities 187.1 ( 1.3 ) — — 187.1 ( 1.3 ) Total $ 1,325.2 $ ( 9.5 ) $ — $ — $ 1,325.2 $ ( 9.5 ) Less than 12 months 12 months or longer Total As of December 31, 2025 Fair Value Gross Unrealized Losses Fair Value Gross Unrealized Losses Fair Value Gross Unrealized Losses U.S. government and agency securities $ 215.0 $ ( 0.3 ) $ 3.5 $ — $ 218.5 $ ( 0.3 ) Corporate debt securities 19.6 — — — 19.6 — Total $ 234.6 $ ( 0.3 ) $ 3.5 $ — $ 238.1 $ ( 0.3 ) 10 United Therapeutics, a public benefit corporation Table of Contents Part I. Financial Information As of June 30, 2026 and December 31, 2025, we held 134 and 87 available-for-sale debt securities, respectively, that were in an unrealized loss position. In assessing whether the decline in fair value as of June 30, 2026 of any of these securities resulted from a credit loss, we consulted with our investment managers and reviewed the credit ratings for each security. We believe that these unrealized losses are a direct result of the current interest rate environment and do not represent an indication of credit loss. We do not intend to sell the investments in unrealized loss positions prior to their maturity, and it is not more likely than not that we will be required to sell these investments before recovery of their amortized cost basis. There were no impairments due to credit loss on our available-for-sale debt securities during the three and six months ended June 30, 2026 and 2025. The following table summarizes the contractual maturities of available-for-sale debt securities (in millions). Actual maturities may differ from contractual maturities because the issuers of certain of these debt securities have the right to call the securities or prepay their obligations under the securities with or without penalties. As of June 30, 2026 Amortized Cost Fair Value Due within one year $ 780.3 $ 780.4 Due in one to three years 1,149.7 1,141.1 Total $ 1,930.0 $ 1,921.5 Investments in Equity Securities with Readily Determinable Fair Values We held investments in equity securities with readily determinable fair values, in the aggregate, of $ 78.7 million and $ 126.9 million as of June 30, 2026 and December 31, 2025, respectively, which are included in current marketable investments in our consolidated balance sheets. Changes in the fair value of publicly traded equity securities are recorded in our consolidated statements of operations within other income (expense), net . See Note 4— Fair Value Measurements . Investments in Privately Held Companies As of June 30, 2026 and December 31, 2025, we maintained non-controlling equity investments in privately held companies of $ 91.6 million and $ 53.8 million, respectively. We invested zero and $ 25.0 million in privately held companies during the three and six months ended June 30, 2026, respectively. We did not invest in privately held companies during the three and six months ended June 30, 2025. We measure these investments using the measurement alternative because the fair values of these investments are not readily determinable. Under this alternative, the investments are measured at cost, less any impairment, and adjusted for any observable price changes. We include our investments in privately held companies within other non-current assets in our consolidated balance sheets. When an observable price transaction occurs that is identified as similar or identical to our investment, we perform a valuation analysis to assess the fair value of our investment using various inputs, such as the discount rate, time to a liquidation event, and price volatility of peer company stocks. We adjust the fair value of our investment based on the valuation analysis and recognize the gain or loss in the period in which the observable price change occurred. During the first quarter of 2026, one of the privately held companies in which we invested raised additional capital by issuing equity securities similar to ours at an increased valuation compared to prior financing rounds, which resulted in an increase of $ 12.8 million in the value of our investment. This gain was recorded within other income (expense), net in our consolidated statements of operations. These investments are subject to a periodic impairment review and, if impaired, the investment is measured and recorded at fair value in accordance with ASC 820, Fair Value Measurements . For non-controlling equity investments in privately held companies in which we held an investment as of June 30, 2026, cumulative impairments and downward fair value adjustments were $ 5.3 million and cumulative upward fair value adjustments were $ 14.8 million. Quarterly Report 11 Table of Contents Part I. Financial Information 4. Fair Value Measurements We account for certain assets and liabilities at fair value and classify these assets and liabilities within the fair value hierarchy (Level 1, Level 2, or Level 3). Our other current assets and other current liabilities have fair values that approximate their carrying values. Assets and liabilities subject to fair value measurements are as follows (in millions): As of June 30, 2026 Level 1 Level 2 Level 3 Balance Assets Money market funds (1) $ 684.0 $ — $ — $ 684.0 Time deposits (1) 207.4 — — 207.4 U.S. government and agency securities (2) — 1,567.7 — 1,567.7 Corporate debt securities (2) — 353.8 — 353.8 Equity securities (3) 78.7 — — 78.7 Total assets $ 970.1 $ 1,921.5 $ — $ 2,891.6 Liabilities Contingent consideration (4) — — 37.4 37.4 Total liabilities $ — $ — $ 37.4 $ 37.4 As of December 31, 2025 Level 1 Level 2 Level 3 Balance Assets Money market funds (1) $ 753.1 $ — $ — $ 753.1 Time deposits (1) — — — — U.S. government and agency securities (2) — 2,443.2 — 2,443.2 Corporate debt securities (2) — 606.8 — 606.8 Equity securities (3) 126.9 — — 126.9 Total assets $ 880.0 $ 3,050.0 $ — $ 3,930.0 Liabilities Contingent consideration (4) — — 32.5 32.5 Total liabilities $ — $ — $ 32.5 $ 32.5 (1) Included in cash and cash equivalents in our consolidated balance sheets. (2) Included in cash and cash equivalents and current and non-current marketable investments in our consolidated balance sheets. See Note 3— Investments — Marketable Investments — Available-for-Sale Debt Securities for further information. The fair value of these securities is principally measured or corroborated by trade data for identical securities for which related trading activity is not sufficiently frequent to be considered a Level 1 input or comparable securities that are more actively traded. (3) Included in current marketable investments in our consolidated balance sheets. The fair value of these securities is based on quoted market prices for identical instruments in active markets. During the three and six months ended June 30, 2026, we recognized $ 13.4 million of net unrealized gains and $ 48.2 million of net unrealized losses, respectively, on these securities. During the three and six months ended June 30, 2025, we recognized $ 4.0 million and $ 9.3 million of net unrealized losses, respectively, on these securities. These net unrealized gains and losses are recorded within other income (expense), net in our consolidated statements of operations. See Note 3— Investments—Marketable Investments—Investments in Equity Securities with Readily Determinable Fair Values . (4) Included in other current liabilities and other non-current liabilities in our consolidated balance sheets. The fair value of our contingent consideration obligations is estimated using probability-weighted discounted cash flow models ( DCFs ). The DCFs incorporate Level 3 inputs, including estimated discount rates, that we believe market participants would consider relevant in pricing and the projected timing and amount of cash flows, which are estimated and developed, in part, based on the requirements specific to each acquisition agreement. The fair value of our contingent consideration liabilities increased by $ 4.9 million during the period from December 31, 2025 to June 30, 2026. The loss was recorded within research and development in our consolidated statements of operations. Fair Value of Financial Instruments The carrying amounts of cash and cash equivalents , accounts receivable , and accounts payable and accrued expenses approximate fair value because of their short maturities. The fair values of our marketable investments and contingent consideration are reported above within the fair value hierarchy. See Note 3— Investments . 12 United Therapeutics, a public benefit corporation Table of Contents Part I. Financial Information 5. Inventories Inventories are stated at the lower of cost (first-in, first-out method) or net realizable value and consist of the following, net of reserves (in millions): June 30, 2026 December 31, 2025 Raw materials $ 32.2 $ 30.6 Work-in-progress 37.5 35.3 Finished goods 124.1 117.2 Total inventories $ 193.8 $ 183.1 6. Property, Plant, and Equipment Property, plant, and equipment consists of the following (in millions): June 30, 2026 December 31, 2025 Land and land improvements $ 275.8 $ 266.5 Buildings, building improvements, and leasehold improvements 955.1 944.7 Buildings under construction 794.0 592.7 Furniture, equipment, and vehicles 517.3 493.6 Subtotal 2,542.2 2,297.5 Less—accumulated depreciation ( 612.1 ) ( 567.8 ) Property, plant, and equipment, net $ 1,930.1 $ 1,729.7 Depreciation expense for the six months ended June 30, 2026 and 2025 was $ 44.4 million and $ 40.5 million, respectively. 7. Debt 2025 Credit Agreement In April 2025, we entered into a credit agreement (the 2025 Credit Agreement ) with Wells Fargo Bank, National Association ( Wells Fargo ) as administrative agent and a swingline lender, and various other lender parties, which provides for an unsecured revolving credit facility of up to $ 2.5 billion (which facility may, at our request, be increased by up to $ 750 million in the aggregate subject to obtaining commitments from existing or new lenders for such increase and other conditions). In accordance with the terms of the 2025 Credit Agreement, in May 2026, we extended the maturity date of the 2025 Credit Agreement by one year , to April 2031. The 2025 Credit Agreement provides the lenders with the ability to extend the maturity date by one additional year, to April 2032, if we request such an extension. At our option, amounts borrowed under the 2025 Credit Agreement bear interest at either an adjusted Term Secured Overnight Financing Rate ( Term SOFR ) or a fluctuating base rate, in each case, plus an applicable margin determined on a quarterly basis based on our consolidated ratio of total indebtedness to EBITDA (as calculated in accordance with the 2025 Credit Agreement). To date, we have elected to calculate interest on the outstanding balance at an adjusted Term SOFR plus an applicable margin. On April 25, 2025, we borrowed $ 200.0 million under the 2025 Credit Agreement, and used the funds to repay outstanding indebtedness under the 2022 Credit Agreement, as discussed below under the 2022 Credit Agreement . During the second quarter of 2025, we paid down the entire $ 200.0 million balance under the 2025 Credit Agreement, which brought our aggregate outstanding balance to zero as of June 30, 2025. Our aggregate outstanding balance under the 2025 Credit Agreement remained zero as of June 30, 2026. The 2025 Credit Agreement contains customary events of default and customary affirmative and negative covenants. As of June 30, 2026, we were in compliance with these covenants. The interest expense reported in our consolidated statements of operations for the six months ended June 30, 2026 and 2025 relates to the 2025 Credit Agreement and 2022 Credit Agreement. Quarterly Report 13 Table of Contents Part I. Financial Information 2022 Credit Agreement In March 2022, we entered into a credit agreement (the 2022 Credit Agreement ) with Wells Fargo, as administrative agent and a swingline lender, and various other lender parties, which provided for: (1) an unsecured revolving credit facility of up to $ 1.2 billion; and (2) a second unsecured revolving credit facility of up to $ 800.0 million. As of December 31, 2024, our outstanding aggregate principal balance under the 2022 Credit Agreement was $ 300.0 million. During the first quarter of 2025, we paid down $ 100.0 million of our balance under the 2022 Credit Agreement, which brought our aggregate outstanding balance down to $ 200.0 million as of March 31, 2025. On April 25, 2025, we terminated the 2022 Credit Agreement and entered into the 2025 Credit Agreement. We repaid in full all our obligations under the 2022 Credit Agreement in connection with the termination of the 2022 Credit Agreement and our entry into the 2025 Credit Agreement. There were no penalties associated with the early termination of the 2022 Credit Agreement. 8. Share-Based Compensation As of June 30, 2026, we have one shareholder-approved equity incentive plan: the United Therapeutics Corporation 2026 Stock Incentive Plan (the 2026 Plan ), which was approved by our shareholders on June 26, 2026. The 2026 Plan replaced the United Therapeutics Corporation Amended and Restated 2015 Stock Incentive Plan (the Prior Plan ). As of June 26, 2026, 3,913,730 shares were initially available for future grants, consisting of 2,413,730 shares that remained available for future grants under the Prior Plan and 1,500,000 newly authorized shares. In addition, as of June 30, 2026, 1,174 shares subject to outstanding Prior Plan awards had been canceled, expired, forfeited, or otherwise not issued or settled in cash and therefore became available for future grants under the 2026 Plan, and an additional 4,920,547 shares subject to outstanding awards under the Prior Plan may become available if those awards are canceled, expired, forfeited, or otherwise not issued or are settled in cash. No further awards may be granted under the Prior Plan, although awards previously granted under the Prior Plan remain outstanding in accordance with their terms. We also have one equity incentive plan, the United Therapeutics Corporation 2019 Inducement Stock Incentive Plan (the 2019 Inducement Plan ), that has not been approved by our shareholders, as permitted by the Nasdaq Stock Market rules. The 2019 Inducement Plan was approved by our Board of Directors in February 2019 and provides for the issuance of up to 99,000 shares of our common stock under awards granted to newly hired employees. Currently, we grant equity-based awards to employees and members of our Board of Directors in the form of stock options and restricted stock units ( RSUs ) under the 2026 Plan, and we may grant RSUs to newly hired employees under the 2019 Inducement Plan. See the sections entitled Stock Options and RSUs below for additional information regarding these equity-based awards. During the six months ended June 30, 2026 and 2025, we issued stock options and RSUs to certain executives with vesting conditions tied to the achievement of specified performance criteria through the end of 2028 and 2027, respectively. Additionally, during the six months ended June 30, 2026 and 2025, we issued RSUs to certain other employees with vesting conditions tied to the achievement of specified performance criteria during specified performance periods, with the latest performance period ending in 2028. Throughout each performance period, we reassess the probability of achieving the performance criteria and update the number of performance-based awards that we believe will ultimately vest. Estimating future performance requires the use of judgment. Upon the conclusion of the performance period, the performance level achieved and the ultimate number of stock options and RSUs that may vest are determined. Share-based compensation expense for these awards is recorded ratably over their vesting period, depending on the specific terms of the award and anticipated achievement of the specified performance criteria. We previously issued awards under the United Therapeutics Corporation 2011 Share Tracking Awards Plan (the STAP ). We discontinued the issuance of STAP awards in June 2015 and all remaining outstanding STAP awards were exercised during the first quarter of 2025. In 2012, our shareholders approved the United Therapeutics Corporation Employee Stock Purchase Plan ( ESPP ), which is structured to comply with Section 423 of the Internal Revenue Code. See the section entitled ESPP below for additional information regarding the ESPP. 14 United Therapeutics, a public benefit corporation Table of Contents Part I. Financial Information The following table reflects the components of share-based compensation expense recognized in our consolidated statements of operations (in millions): Three Months Ended June 30, Six Months Ended June 30, 2026 2025 2026 2025 Stock options $ 12.8 $ 11.1 $ 24.3 $ 19.6 RSUs 29.7 26.0 51.2 49.4 STAP awards — — — ( 0.8 ) ESPP 0.9 0.7 1.8 1.4 Total share-based compensation expense before tax $ 43.4 $ 37.8 $ 77.3 $ 69.6 Stock Options We estimate the fair value of stock options using the Black-Scholes-Merton valuation model, which requires us to make certain assumptions that can materially impact the estimation of fair value and related compensation expense. The assumptions used to estimate fair value include the price of our common stock, the expected volatility of our common stock, the risk-free interest rate, the expected term of stock option awards, and the expected dividend yield. During the six months ended June 30, 2026 and 2025, in addition to time-based stock options, we granted 0.3 million performance-based stock options in each period with grant date fair values of $ 53.9 million and $ 38.0 million, respectively, calculated based on the assumed achievement of the relevant financial performance condition. During the three and six months ended June 30, 2026, we recorded $ 11.8 million and $ 22.3 million of share-based compensation expense, respectively, related to performance-based stock options, calculated based on the assumed levels of performance achievement, as compared to $ 10.3 million and $ 18.0 million for the same periods in 2025. The following weighted average assumptions were used in estimating the fair value of stock options granted to employees during the six months ended June 30, 2026 and 2025: June 30, 2026 June 30, 2025 Expected term of awards (in years) 5.0 5.0 Expected volatility 32.5 % 32.2 % Risk-free interest rate 3.9 % 4.1 % Expected dividend yield 0.0 % 0.0 % A summary of the activity and status of stock options under the Prior Plan and the 2026 Plan during the six-month period ended June 30, 2026 is presented below: Number of Options Weighted Average Exercise Price Weighted Average Remaining Contractual Term (in Years) Aggregate Intrinsic Value (in millions) Outstanding as of January 1, 2026 4,636,330 $ 166.11 Granted 289,956 536.12 Exercised ( 1,390,672 ) 139.97 Forfeited ( 565 ) 267.47 Outstanding as of June 30, 2026 3,535,049 $ 206.72 4.0 $ 1,184.6 Exercisable as of June 30, 2026 2,348,347 $ 143.57 2.4 $ 935.2 Unvested as of June 30, 2026 1,186,702 $ 331.68 6.9 $ 249.4 The weighted average fair value of a stock option granted during each of the six-month periods ended June 30, 2026 and June 30, 2025 was $ 190.42 and $ 110.11 , respectively. These stock options have an aggregate grant date fair value of $ 55.2 million and $ 39.0 million, respectively. The total grant date fair value of stock options that vested during the six-month periods ended June 30, 2026 and June 30, 2025 was $ 36.7 million and $ 1.4 million, respectively. Quarterly Report 15 Table of Contents Part I. Financial Information Total share-based compensation expense related to stock options was recorded as follows (in millions): Three Months Ended June 30, Six Months Ended June 30, 2026 2025 2026 2025 Cost of sales $ — $ — $ — $ — Research and development 0.1 0.1 0.2 0.2 Selling, general, and administrative 12.7 11.0 24.1 19.4 Share-based compensation expense before taxes 12.8 11.1 24.3 19.6 Related income tax benefit ( 0.3 ) ( 0.2 ) ( 0.5 ) ( 0.4 ) Share-based compensation expense, net of taxes $ 12.5 $ 10.9 $ 23.8 $ 19.2 As of June 30, 2026, unrecognized compensation cost related to stock options was $ 84.2 million. Unvested outstanding stock options as of June 30, 2026 had a weighted average remaining vesting period of 2.2 years. Stock option exercise data is summarized below (dollars in millions): Three Months Ended June 30, Six Months Ended June 30, 2026 2025 2026 2025 Number of options exercised 895,525 138,526 1,390,672 270,000 Cash received $ 126.3 $ 18.1 $ 194.6 $ 34.7 Total intrinsic value of options exercised $ 378.5 $ 23.7 $ 561.4 $ 52.8 RSUs Each RSU entitles the recipient to one share of our common stock upon vesting. We measure the fair value of RSUs using the stock price on the date of grant. Share-based compensation expense for RSUs is recorded ratably over their vesting period. During the six months ended June 30, 2026 and 2025, in addition to time-based RSUs, we granted 0.2 million performance-based RSUs in each period, with total grant date fair values of $ 88.7 million and $ 67.3 million, respectively, calculated based on the assumed achievement of the relevant financial and non-financial performance conditions. During the three and six months ended June 30, 2026, we recorded $ 10.2 million and $ 15.4 million of share-based compensation expense, respectively, related to performance-based RSUs, calculated based on the assumed levels of performance achievement, as compared to $ 9.8 million and $ 18.1 million for the same periods in 2025. A summary of the activity with respect to, and status of, RSUs during the six-month period ended June 30, 2026 is presented below: Number of RSUs Weighted Average Grant Date Fair Value Unvested as of January 1, 2026 1,416,871 $ 252.86 Granted 303,513 521.14 Vested ( 279,842 ) 235.19 Forfeited ( 21,296 ) 279.83 Unvested as of June 30, 2026 1,419,246 $ 313.31 Total share-based compensation expense related to RSUs was recorded as follows (in millions): 16 United Therapeutics, a public benefit corporation Table of Contents Part I. Financial Information Three Months Ended June 30, Six Months Ended June 30, 2026 2025 2026 2025 Cost of sales $ 1.1 $ 1.1 $ 2.1 $ 2.1 Research and development 10.3 7.6 15.2 14.3 Selling, general, and administrative 18.3 17.3 33.9 33.0 Share-based compensation expense before taxes 29.7 26.0 51.2 49.4 Related income tax benefit ( 4.8 ) ( 4.3 ) ( 8.3 ) ( 8.1 ) Share-based compensation expense, net of taxes $ 24.9 $ 21.7 $ 42.9 $ 41.3 As of June 30, 2026, unrecognized compensation cost related to the grant of RSUs was $ 242.0 million. Unvested outstanding RSUs as of June 30, 2026 had a weighted average remaining vesting period of 2.3 years. ESPP The ESPP provides eligible employees with the right to purchase shares of our common stock at a discount through elective accumulated payroll deductions at the end of each offering period. Eligible employees may contribute up to 15 percent of their base salary, subject to certain annual limitations as defined in the ESPP. The purchase price of the shares is equal to the lower of 85 percent of the closing price of our common stock on either the first or last trading day of a given offering period. In addition, the ESPP provides that no eligible employee may purchase more than 4,000 shares during any offering period. The ESPP expires in June 2032 and limits the aggregate number of shares that can be issued under the ESPP to 3.0 million. 9. Stockholders’ Equity Earnings Per Common Share Basic earnings per common share is computed by dividing net income by the weighted average number of shares of common stock outstanding during the period. Diluted earnings per common share is computed by dividing net income by the weighted average number of shares of common stock outstanding during the period, adjusted for the potential dilutive effect of our outstanding stock options, outstanding RSUs, and shares issuable under the ESPP, as if the RSUs were vested, the stock options were exercised, and the shares expected to be issued under the ESPP at the end of the current offering period were issued. Basic and diluted earnings per common share are computed independently for each quarter and the year-to-date period presented. The sum of the earnings per common share for each quarter in a year-to-date period may not equal the earnings per common share for such year-to-date period due to rounding. The components of basic and diluted earnings per common share comprised the following (in millions, except per share amounts): Three Months Ended June 30, Six Months Ended June 30, 2026 2025 2026 2025 Numerator: Net income $ 333.0 $ 309.5 $ 607.9 $ 631.7 Denominator: Weighted average outstanding shares — basic 42.6 45.1 43.0 45.0 Effect of dilutive securities (1) : Stock options, RSUs, and ESPP (2) 3.2 3.2 3.5 3.5 Weighted average shares — diluted (2) 45.8 48.3 46.5 48.5 Net income per common share: Basic $ 7.82 $ 6.86 $ 14.14 $ 14.04 Diluted $ 7.27 $ 6.41 $ 13.07 $ 13.02 Stock options and RSUs excluded from calculation (2) 0.3 0.4 0.2 0.3 (1) Calculated using the treasury stock method. (2) The common shares underlying certain stock options and RSUs have been excluded from the computation of diluted earnings per share because their impact would be anti-dilutive. Quarterly Report 17 Table of Contents Part I. Financial Information 2026 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 (plus the amount of any customary contingent settlement obligations that may arise upon the expiration or early termination of an accelerated share repurchase contract), which expires on March 9, 2027 . Pursuant to this authorization, we entered into two accelerated share repurchase agreements (the 2026 ASR agreements ) with Citibank, N.A. ( Citi ) on March 9, 2026 to repurchase approximately $ 1.5 billion of our common stock in the aggregate. Under the terms of the 2026 ASR agreements, comprised of a $ 750 million uncollared share repurchase agreement (the 2026 Uncollared ASR ) and a $ 750 million collared share repurchase agreement (the 2026 Collared ASR ), we made an aggregate upfront payment of $ 1.5 billion to Citi on March 11, 2026. Under the 2026 Uncollared ASR, we received an initial delivery of 992,120 shares of our common stock, representing approximately 70 percent of the total shares expected to be repurchased under the 2026 Uncollared ASR, measured based on the closing price of our common stock on March 9, 2026. Under the 2026 Collared ASR, we received an initial delivery of 708,657 shares of our common stock, representing approximately 50 percent of the total shares expected to be repurchased under the 2026 Collared ASR, measured based on the closing price of our common stock on March 9, 2026. Upon completion of an agreed-upon hedging period and the subsequent determination of the minimum and maximum share amounts to be repurchased under the 2026 Collared ASR, we received an additional 463,682 shares of our common stock on March 30, 2026. The final settlement of the 2026 Uncollared ASR occurred in June 2026, and we received an additional 378,936 shares of our common stock upon settlement. The final settlement of the 2026 Collared ASR occurred in August 2026, and we received 215,948 shares of our common stock upon 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. The final number of shares that we ultimately repurchased pursuant to the 2026 Uncollared ASR was based on the average of the daily volume-weighted average price per share of our common stock during the repurchase period, less a discount and subject to adjustments pursuant to the terms and conditions of the 2026 Uncollared ASR. The final number of shares that we ultimately repurchased pursuant to the 2026 Collared ASR was based on the average of the daily volume-weighted average price per share of our common stock during the repurchase period, less a discount and subject to adjustments pursuant to the terms and conditions of the 2026 Collared ASR. Under the 2026 Collared ASR, the number of shares repurchased was also subject to a collar provision establishing the minimum and maximum numbers of shares to be repurchased. Shares of our common stock received under the 2026 ASR agreements, including the initial share delivery, the shares received upon completion of the hedging period under the 2026 Collared ASR, and the shares received upon the final settlement of the 2026 Uncollared ASR, reduced the outstanding shares used to calculate the weighted average common stock outstanding for basic and diluted earnings per common share. The shares received upon final settlement of the 2026 Collared ASR will reduce the outstanding shares used to calculate the weighted average common stock outstanding for basic and diluted earnings per common share during the third quarter of 2026. The initial repurchase of our common stock under the 2026 ASR agreements was accounted for as a reduction to stockholders’ equity in our consolidated balance sheets. The hedging period under the 2026 Collared ASR was classified as part of the unsettled forward contract at inception and was equity classified upon settlement on March 30, 2026. The final settlements of the transactions under the 2026 ASR agreements were accounted for as unsettled forward contracts indexed to our common stock until the final settlements occurred. The forward contracts related to the 2026 ASR agreements were equity classified, in accordance with ASC 815, Derivatives and Hedging , through final settlement. As of June 30, 2026, the final settlement of the 2026 Collared ASR had not occurred and the related forward contract remained unsettled and equity classified. During the six months ended June 30, 2026, we recorded a liability of $ 5.4 million for an excise tax imposed under the Inflation Reduction Act of 2022 ( IRA ) as a result of our repurchase of shares under the 2026 ASR agreements. As of June 30, 2026, $ 500 million remained available under the share repurchase program authorized by our Board for purchases through March 9, 2027. 2025 Share Repurchase In July 2025, our Board of Directors approved a share repurchase program authorizing up to $ 1.0 billion in aggregate repurchases of our common stock (plus the amount of any customary contingent settlement obligations that may arise upon the expiration or early termination of an accelerated share repurchase contract). Pursuant to this authorization, we entered into two accelerated share repurchase agreements (the 2025 ASR agreements ) with Citi on August 1, 2025 to repurchase approximately $ 1.0 billion of our common stock in the aggregate. Under the terms of the 2025 ASR agreements, comprised of a $ 500 million uncollared share repurchase agreement (the 2025 Uncollared ASR ) and a $ 500 million collared share repurchase agreement (the 2025 Collared ASR ), we made an aggregate upfront payment of $ 1.0 billion to Citi on August 4, 2025. Under the 2025 Uncollared ASR, we received an initial delivery of 1,274,296 shares of our common stock, representing approximately 75 percent of the total shares expected to be repurchased under the 2025 Uncollared ASR, measured based on the closing price of our common stock on August 1, 2025. Under the 2025 Collared ASR, we received an initial delivery of 849,531 shares of our common stock, representing 18 United Therapeutics, a public benefit corporation Table of Contents Part I. Financial Information approximately 50 percent of the total shares expected to be repurchased under the 2025 Collared ASR, measured based on the closing price of our common stock on August 1, 2025. Upon completion of an agreed-upon hedging period and the subsequent determination of the minimum and maximum share amounts to be repurchased under the 2025 Collared ASR, we received an additional 514,789 shares of our common stock on August 25, 2025. The final settlement of the 2025 Uncollared ASR occurred in November 2025, and we received an additional 3,882 shares of our common stock upon settlement. The final settlement of the 2025 Collared ASR occurred in January 2026, and we received no additional shares of our common stock upon settlement as a result of a collar provision that established the minimum and maximum number of shares to be repurchased, as well as other adjustments. In total, we repurchased 2,642,498 shares of our common stock under the 2025 ASR agreements that we currently hold as treasury stock in our consolidated balance sheets. The final number of shares that we ultimately repurchased pursuant to the 2025 Uncollared ASR was based on the average of the daily volume-weighted average price per share of our common stock during the repurchase period, less a discount and subject to adjustments pursuant to the terms and conditions of the 2025 Uncollared ASR. Shares of our common stock received under the 2025 ASR agreements, including the initial share delivery, the shares received upon completion of the hedging period under the 2025 Collared ASR, and the shares received upon the final settlements of the 2025 ASR agreements, reduced outstanding shares used to calculate the weighted average common stock outstanding for basic and diluted earnings per common share. The initial repurchase of our common stock under the 2025 ASR agreements was accounted for as a reduction to stockholders’ equity in our consolidated balance sheets. The hedging period under the 2025 Collared ASR was classified as part of the unsettled forward contract at inception and was equity classified upon settlement on August 25, 2025. The final settlements of the 2025 ASR agreements were accounted for as unsettled forward contracts indexed to our common stock until the final settlement occurred. The forward contracts related to the 2025 ASR agreements were equity classified, in accordance with ASC 815, Derivatives and Hedging , through final settlement. Excise taxes imposed under the IRA as a result of our 2025 ASR agreements were $ 1.8 million. 10. Income Taxes Our effective income tax rate ( ETR ) for the six months ended June 30, 2026 and 2025 was 12 percent and 24 percent, respectively. Our ETR for the six months ended June 30, 2026 decreased compared to our ETR for the six months ended June 30, 2025 primarily due to increased excess tax benefits from share-based compensation. On July 4, 2025, the One Big Beautiful Bill Act ( OBBBA ) was enacted in the United States. The OBBBA includes provisions that allow both the immediate deduction of domestic research and experimental expenditures and the full expensing of the cost of certain qualifying assets in the year placed in service. The impacts of the OBBBA were reflected in our consolidated financial statements beginning in the period of enactment and continue to be reflected in the period ended June 30, 2026, resulting in decreases to both our deferred tax assets and cash tax liabilities. The OBBBA provisions did not have a material impact on our ETR for the period ended June 30, 2026. We record interest and penalties related to uncertain tax positions as a component of income tax expense. As of June 30, 2026 and December 31, 2025, our unrecognized tax benefits, including related interest, were approximately $ 34.6 million and $ 28.7 million, respectively. 11. Segment Information Our Chief Executive Officer, as our Chief Operating Decision Maker ( CODM ), manages our company as a single operating and reporting segment at the consolidated level. Our operating segment focuses on the development and commercialization of products to address the unmet needs of patients with chronic and life-threatening conditions. The accounting policies of our one operating segment are the same as those described in Note 2 —Summary of Significant Accounting Policies to our consolidated financial statements contained in our Annual Report on Form 10-K for the year ended December 31, 2025, as filed with the SEC on February 25, 2026. Our CODM is regularly provided with revenue and expense forecasts, including product development plans, to manage the operations of our operating segment. Our CODM monitors forecasted to actual results for net income when assessing performance and allocating resources across the operating segment. Significant segment expenses are presented as operating expenses in our consolidated statements of operations. The measure of the operating segment assets is reported in our consolidated balance sheets as total assets . Quarterly Report 19 Table of Contents Part I. Financial Information Total revenues, cost of sales, and gross profit (loss) for each of our commercial products and other sources of revenues were as follows (in millions): Three Months Ended June 30, 2026 Tyvaso DPI Nebulized Tyvaso Remodulin (2) Orenitram Unituxin Adcirca Other Total Total revenues $ 326.6 $ 126.0 $ 126.3 $ 125.7 $ 65.2 $ 6.7 $ 6.8 $ 783.3 Cost of sales (1) 51.1 8.9 17.4 6.1 2.0 3.0 11.0 99.5 Gross profit (loss) $ 275.5 $ 117.1 $ 108.9 $ 119.6 $ 63.2 $ 3.7 $ ( 4.2 ) $ 683.8 2025 Total revenues $ 315.2 $ 154.4 $ 134.7 $ 123.9 $ 58.4 $ 6.5 $ 5.5 $ 798.6 Cost of sales (1) 48.5 5.6 14.3 6.7 2.8 2.7 7.0 87.6 Gross profit (loss) $ 266.7 $ 148.8 $ 120.4 $ 117.2 $ 55.6 $ 3.8 $ ( 1.5 ) $ 711.0 Six Months Ended June 30, 2026 Tyvaso DPI Nebulized Tyvaso Remodulin (2) Orenitram Unituxin Adcirca Other Total Total revenues $ 656.9 $ 253.2 $ 252.9 $ 261.3 $ 118.8 $ 9.6 $ 12.1 $ 1,564.8 Cost of sales (1) 134.3 17.5 33.5 13.5 7.0 4.0 23.1 232.9 Gross profit (loss) $ 522.6 $ 235.7 $ 219.4 $ 247.8 $ 111.8 $ 5.6 $ ( 11.0 ) $ 1,331.9 2025 Total revenues $ 617.7 $ 318.2 $ 272.9 $ 244.6 $ 116.6 $ 12.5 $ 10.5 $ 1,593.0 Cost of sales (1) 96.6 14.1 28.1 15.0 8.0 5.3 13.0 180.1 Gross profit (loss) $ 521.1 $ 304.1 $ 244.8 $ 229.6 $ 108.6 $ 7.2 $ ( 2.5 ) $ 1,412.9 (1) During the three and six months ended June 30, 2026, we recorded $ 19.2 million and $ 64.1 million of inventory reserve expense, respectively, as compared to $ 6.5 million and $ 15.5 million for the same periods in 2025 . Tyvaso DPI inventory reserve expense accounts for $ 7.9 million and $ 47.1 million of the total inventory reserve expense recorded during the three and six months ended June 30, 2026, respectively, as compared to $ 5.1 million and $ 10.8 million for the same periods in 2025 . The Tyvaso DPI inventory reserve expense increased in the three and six months ended June 30, 2026 primarily because we recorded estimated losses of $ 7.5 million and $ 34.3 million, respectively, related to a commercial supply agreement. This agreement is intended to provide us with sufficient inventory to meet the needs of our patients. (2) Total revenues and cost of sales include sales of infusion devices, including the Remunity ® and RemunityPRO ® Pumps. Geographic revenues are determined based on the country to which our products are shipped. Total revenues from external customers in the United States and rest-of-world ( ROW ) for each of our commercial products were as follows (in millions): 20 United Therapeutics, a public benefit corporation Table of Contents Part I. Financial Information 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 Six Months Ended June 30, 2026 2025 U.S. ROW Total U.S. ROW Total Net product sales: Tyvaso DPI $ 656.9 $ — $ 656.9 $ 617.3 $ 0.4 $ 617.7 Nebulized Tyvaso 222.3 30.9 253.2 279.1 39.1 318.2 Total Tyvaso 879.2 30.9 910.1 896.4 39.5 935.9 Remodulin (1) 208.2 44.7 252.9 233.9 39.0 272.9 Orenitram 261.3 — 261.3 244.6 — 244.6 Unituxin 108.0 10.8 118.8 112.3 4.3 116.6 Adcirca 9.6 — 9.6 12.5 — 12.5 Other 11.5 0.6 12.1 9.7 0.8 10.5 Total revenues $ 1,477.8 $ 87.0 $ 1,564.8 $ 1,509.4 $ 83.6 $ 1,593.0 (1) Net product sales include sales of infusion devices, including the Remunity and RemunityPRO Pumps. We recorded revenue from two distributors in the United States that exceeded ten percent of total revenues. Revenue from these two distributors as a percentage of total revenues is as follows: Three Months Ended June 30, Six Months Ended June 30, 2026 2025 2026 2025 Distributor 1 48 % 51 % 50 % 51 % Distributor 2 37 % 36 % 36 % 35 % 12. Litigation Sandoz Litigation In April 2019, Sandoz Inc. ( Sandoz ) and its marketing partner RareGen, LLC (now known as Liquidia PAH, LLC, a subsidiary of Liquidia Corporation) ( RareGen ), filed a complaint in the U.S. District Court for the District of New Jersey against us and Smiths Medical ASD, Inc. ( Smiths Medical ), alleging that we and Smiths Medical engaged in anticompetitive conduct in connection with the plaintiffs’ efforts to launch their generic version of Remodulin. In particular, the complaint alleged that we and Smiths Medical unlawfully impeded competition by entering into an agreement for Smiths Medical to produce cartridges used with the CADD-MS ® 3 ( MS-3 ) infusion system specifically for the delivery of subcutaneous Remodulin for our patients, without making these cartridges available for the delivery of Sandoz’s generic treprostinil injection. In March 2020, the plaintiffs filed an amended complaint to add a count alleging that we breached our earlier patent settlement agreement with Sandoz by refusing to grant Sandoz access to cartridges purchased for our patients. Smiths Medical was dismissed from the case in November 2020, based on a settlement resolving the disputes between the plaintiffs and Smiths Medical. As part of this settlement, Smiths Medical paid the plaintiffs $ 4.25 million, disclosed and made available to the plaintiffs certain specifications and other information related to the MS-3 cartridges, and granted to the Quarterly Report 21 Table of Contents Part I. Financial Information plaintiffs a non-exclusive, royalty-free license in the United States to Smiths Medical’s patents and copyrights associated with the MS-3 cartridges and certain other information related to the MS-3 pumps and cartridges. In March 2022, the court granted our motion for summary judgment with respect to all claims brought by the plaintiffs except the breach of contract claim. As a result, all antitrust claims, all claims under state competition laws, and the common law tortious interference claim were resolved in our favor. These were the only claims in the case that gave rise to any potential for trebling of damages, punitive damages, disgorgement, and/or the award of attorneys’ fees. The court also denied the plaintiffs’ request for injunctive relief. The court granted Sandoz’s motion for summary judgment with respect to Sandoz’s breach of contract claim. The issue of what, if any, damages Sandoz is entitled to based on the court’s decision on the contract claim went to trial. On November 1, 2024, the court entered a final judgment in favor of Sandoz, ordering us to pay to Sandoz (a) approximately $ 61.6 million in damages; (b) prejudgment interest in the amount of approximately $ 9.0 million; and (c) post-judgment interest. All parties appealed the final judgment, including the court’s March 30, 2022 summary judgment decision. The appeal is pending before the U.S. Court of Appeals for the Third Circuit, and oral argument was held in November 2025. We accrued a liability of $ 71.1 million during 2024, an additional $ 3.0 million during 2025, and an additional $ 1.6 million during 2026 through the second quarter, reflecting, in the aggregate, the damages and prejudgment interest amounts awarded in the final judgment, as well as post-judgment interest accrued through June 30, 2026. We currently do not expect that the amount of any loss in excess of these accruals would be material to our financial results; however, the amount ultimately payable, if any, could be higher or lower than this amount depending on the amount of post-judgment interest, and the outcome of appeals. We recorded this liability within other non-current liabilities in our consolidated balance sheets. We intend to continue to vigorously defend ourselves against the claims made in this litigation. Among other things, we believe our settlement agreement with Sandoz did not provide Sandoz any rights with respect to delivery systems such as the MS-3. We also believe that the plaintiffs, who were on notice that Smiths Medical would discontinue the MS-3 system, failed to fulfill their duty to properly mitigate their exposure as a result of such discontinuation, and any damages they incurred are the result of market conditions and their own failure to properly plan their own product launch. However, due to the uncertainty inherent in any litigation, we cannot guarantee that appeals will not result in an outcome adverse to us. This litigation has involved, and will likely continue to involve, substantial costs to defend, and an adverse appellate outcome could result in substantial monetary damages in excess of the liability we have accrued to-date. Litigation with Liquidia Technologies, Inc. Since March 2020, we have been engaged in litigation with Liquidia Technologies, Inc. ( Liquidia ) regarding its efforts to obtain FDA approval for Yutrepia ® , a dry powder inhalation formulation of treprostinil. That litigation has included two petitions for inter partes review ( IPR ) filed by Liquidia with the Patent Trial and Appeal Board ( PTAB ) of the U.S. Patent and Trademark Office ( USPTO ), as well as multiple lawsuits we have brought alleging infringement by Liquidia of several of our patents. Most of these cases have now been finally resolved, and Liquidia received final approval from the FDA to market Yutrepia to treat pulmonary arterial hypertension ( PAH ) and pulmonary hypertension associated with interstitial lung disease ( PH-ILD ) in May 2025 and launched commercial sales in June 2025. We have an ongoing patent infringement lawsuit against Liquidia, which was originally filed on September 5, 2023 in the U.S. District Court for the District of Delaware, alleging infringement of U.S. Patent No. 10,716,793 (the ’793 patent ), a patent related to Tyvaso with an expiration date in May 2027 that was later invalidated as a result of an IPR proceeding, and therefore is no longer at issue in this litigation. On November 30, 2023, we filed an amended complaint to assert a new patent: U.S. Patent No. 11,826,327 (the ’327 patent ), which expires February 3, 2042 and is the only patent remaining at issue in the case. The claims of the ’327 patent generally cover improving exercise capacity in patients suffering from PH-ILD by inhaling treprostinil at specific dosages. Trial took place in June 2025, and the parties are awaiting the court’s decision. If we prevail in this lawsuit, we believe that we will be entitled to a court order requiring Liquidia to remove the PH-ILD indication from Yutrepia’s product labeling, and that we may also be entitled to damages. In June 2021, we filed a motion in one of our earlier patent cases against Liquidia in the U.S. District Court for the District of Delaware to file an amended complaint adding trade secret misappropriation claims against Liquidia and a former Liquidia executive, Dr. Robert Roscigno. The court denied the motion based on a finding that adding the additional claims would impact the case schedule. Thus, we filed those claims as a separate case against Liquidia and Dr. Roscigno in North Carolina state court. Discovery is complete. On January 5, 2024, Dr. Roscigno filed a motion for summary judgment, which was denied on July 31, 2024. On July 3, 2024, Liquidia filed a motion for summary judgment, which was denied on July 23, 2025. The court has scheduled trial to commence in January 2027. We filed a new complaint on May 29, 2024, to commence a separate, related case against Liquidia and Dr. Roscigno in North Carolina state court. That case is in its early stages, and the parties are currently engaged in discovery. On April 21, 2025, Liquidia filed a lawsuit against us in the U.S. District Court for the Middle District of North Carolina, alleging that Tyvaso DPI infringes U.S. Patent No. 10,898,494 (the ’494 patent ). This patent’s claims are directed to the treatment of pulmonary hypertension by administering specified amounts of treprostinil via a dry powder inhaler in a specified number of breaths. The patent expires May 5, 2037. Liquidia seeks damages and attorneys’ fees. We filed a motion to dismiss or, alternatively, a motion to stay the case based on the argument that we co-own the asserted patent based on Liquidia’s and Dr. 22 United Therapeutics, a public benefit corporation Table of Contents Part I. Financial Information Roscigno’s alleged trade secret misappropriation subject to the pending North Carolina state court litigation. The court granted our motion to stay and denied the motion to dismiss. We filed a motion to extend the stay on April 20, 2026, which Liquidia opposed, and the court granted our motion on May 20, 2026. The case is currently stayed pending the outcome of the North Carolina state court trade secret litigation described above. On May 9, 2025, we filed a lawsuit against Liquidia in the U.S. District Court for the Middle District of North Carolina, alleging that Yutrepia infringes U.S. Patent No. 11,357,782. This patent claims a method of treating pulmonary hypertension using inhaled treprostinil delivered using a specified dosage regimen. The patent expires May 14, 2027. We moved for a preliminary injunction, but the court denied that motion. Liquidia moved to dismiss or, alternatively, transfer the case to the U.S. District Court for the District of Delaware. The court denied Liquidia’s motion. Liquidia filed a counterclaim alleging improper listing of the asserted patent in the Orange Book. We filed a motion to dismiss Liquidia’s counterclaim, and the parties are awaiting the court’s decision. We plan to continue to vigorously enforce our intellectual property rights related to Tyvaso DPI and Nebulized Tyvaso. In addition, we believe we have meritorious defenses and intend to vigorously defend ourselves against the claims made by Liquidia in its patent infringement lawsuit against us. MSP Recovery Litigation In July 2020, MSP Recovery Claims, Series LLC; MSPA Claims 1, LLC; and Series PMPI, a designated series of MAO-MSO Recovery II, LLC, filed a class action complaint against Caring Voices Coalition, Inc. ( CVC ) and us in the U.S. District Court for the District of Massachusetts. The complaint alleged that we violated the federal Racketeer Influenced and Corrupt Organizations ( RICO ) Act and various state laws by coordinating with CVC when making donations to a PAH fund so that those donations would go toward copayment obligations for Medicare patients taking drugs manufactured and marketed by us. The plaintiffs claim to have received assignments from various Medicare Advantage health plans and other insurance entities that allow them to bring this lawsuit on behalf of those entities to recover allegedly inflated amounts they paid for our drugs. In April 2021, the court granted our motion to transfer the case to the U.S. District Court for the Southern District of Florida. In October 2021, the plaintiffs filed an amended complaint that includes state antitrust claims based on alleged facts similar to those raised by Sandoz and RareGen in the matter described above. The amended complaint added MSP Recovery Claims Series 44, LLC as a plaintiff and Smiths Medical and CVC as defendants. In December 2021, we filed a motion to dismiss all of the plaintiffs’ claims in the amended complaint, including the new antitrust claims. Smiths Medical also filed a motion to dismiss the plaintiffs’ claims against Smiths Medical. In September 2022, the court dismissed all of the plaintiffs’ claims against us and Smiths Medical without prejudice. In October 2022, the plaintiffs filed a second amended complaint, which added federal antitrust claims and consumer protection claims under other states’ laws to the claims previously asserted. The second amended complaint also named Accredo Health Group, CVS Health Corporation, Express Scripts, Inc., and Express Scripts Holding Company (collectively, the Specialty Pharmacies ), and the Adira Foundation as additional defendants. In March 2023, we filed our motion to dismiss the second amended complaint. The Specialty Pharmacies filed their own motion to dismiss, as did Smiths Medical. On March 22, 2024, the magistrate judge recommended dismissal of the plaintiffs’ complaint against all defendants in its entirety with prejudice, and for administrative purposes, issued an order dismissing the complaint. On April 12, 2024, the plaintiffs filed an objection to the magistrate judge’s recommendation. On May 10, 2024, we filed a response to the plaintiffs’ objection, as did the other defendants. If the district court judge adopts the magistrate judge’s recommendation and dismisses the case, the plaintiffs will have the right to appeal. We intend to continue to vigorously defend ourselves against the claims made in this lawsuit. Litigation with Humana and United Healthcare Humana Inc. ( Humana ) and United Healthcare Services, Inc. ( United ) filed separate lawsuits against us in the U.S. District Court for the District of Maryland in December 2022 and November 2022, respectively. Each of these lawsuits includes allegations similar to those in the MSP Recovery matter discussed above concer ning our charitable contributions to CVC. In particular, these lawsuits allege that our donations to CVC violated RICO and various state laws. We filed motions to dismiss both of these lawsuits in March 2023. On March 25, 2024, the court dismissed both the Humana and United complaints in their entirety. In both cases, the RICO claims were dismissed with prejudice. In the Humana case, the state law claims were dismissed without prejudice, and in the United case, some of the state law claims were dismissed with prejudice, while others were dismissed without prejudice. Neither Humana nor United filed an appeal to date, and their deadlines for filing appeals have passed. On April 24, 2024, Humana and United each filed lawsuits against us in the Circuit Court for Montgomery County, Maryland. These lawsuits include allegations similar to those in their lawsuits discussed above concerning charitable contributions. Humana and United allege that our donations to CVC give rise to common law causes of action, violations of state consumer protection statutes, and violations of insurance fraud statutes under the laws of various states. On July 22, 2024, we filed motions to dismiss both of these lawsuits. Oral argument on these motions to dismiss took place on October 24, 2024. On Quarterly Report 23 Table of Contents Part I. Financial Information September 23, 2025, the court dismissed both lawsuits with prejudice. On October 20, 2025, Humana and United each appealed the court’s decision to the Appellate Court of Maryland, and those appeals are currently pending. We intend to continue to vigorously defend ourselves against the claims made in these lawsuits. Litigation with Boehringer Ingelheim Following the announcement of our successful TETON-1 clinical study of Nebulized Tyvaso in patients with idiopathic pulmonary fibrosis ( IPF ), a number of pharmaceutical sales representatives left Boehringer Ingelheim Pharmaceuticals, Inc. ( Boehringer ) to join our sales force to promote Nebulized Tyvaso for PH-ILD, and to prepare for the eventual launch of Nebulized Tyvaso for the treatment of IPF following the anticipated FDA approval of this indication. On July 17, 2026, Boehringer filed a complaint against us with the Court of Chancery of the State of Delaware, alleging that our hiring of former Boehringer sales representatives was part of a campaign to “raid” Boehringer’s interstitial lung disease sales force, and to procure and exploit Boehringer’s trade secrets. Boehringer’s complaint alleges misappropriation of trade secrets, aiding and abetting breaches of fiduciary duty of loyalty, and tortious interference with contracts. Boehringer seeks injunctive relief, monetary damages, and an award of attorneys’ fees and costs. We believe we have meritorious defenses to these claims, and we intend to vigorously defend ourselves against the claims made in this lawsuit. Boehringer is one of only two pharmaceutical companies marketing branded IPF drugs, and controls two of the three branded IPF drugs approved in the United States. In expanding our sales force to address the PH-ILD market (which includes patients with underlying IPF), it is natural that Boehringer sales representatives would be among those qualified for these new positions at our company. We did not engage in a campaign to “raid” Boehringer’s sales force, and we have no interest in Boehringer’s alleged trade secrets. To the contrary, we explicitly instructed the former Boehringer employees not to use, disclose, or retain any such information. 13. Asset Acquisition On July 1, 2026, we acquired all of the outstanding equity of Thymmune Therapeutics, Inc. ( Thymmune ), a preclinical-stage company developing scalable, regenerative thymic cell therapies for the potential treatment of post-transplant organ tolerance, immunodeficiencies, and autoimmune diseases, in exchange for an upfront cash payment of approximately $ 140.0 million, subject to customary purchase price adjustments. In addition to the upfront payment, the consideration for the acquisition includes potential earnout consideration, payable in cash to former Thymmune equityholders, of up to $ 160.0 million in the aggregate based on the timely achievement of specified clinical and regulatory milestones for Thymmune's lead program ( THY-100 ), consisting of (1) a potential payment of up to $ 60.0 million if the first patient is dosed in the initial human clinical trial of THY-100 on or before December 31, 2028; and (2) a potential payment of $ 100.0 million if the FDA accepts a Biologics License Application for THY-100 for review on or before December 31, 2031. We expect to account for the transaction during the third quarter of 2026 as an asset acquisition, as substantially all of the fair value of the assets acquired is concentrated in a single in-process research and development ( IPR&D ) asset. We expect to allocate substantially all of the upfront consideration to the IPR&D and to record the expense within research and development in our consolidated statements of operations during the third quarter of 2026. The purchase price allocated to the IPR&D asset is not deductible for tax purposes and is expected to be capitalized into the tax basis of the equity acquired. 24 United Therapeutics, a public benefit corporation Table of Contents Part I. Financial Information Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations The following discussion should be read in conjunction with our Annual Report on Form 10-K for the year ended December 31, 2025 (the 2025 Annual Report ), and our consolidated financial statements and accompanying notes included in Part I, Item 1 of this Quarterly Report on Form 10-Q (this Report ). All statements in this filing are made as of the date this Quarterly Report on Form 10-Q is filed with the U.S. Securities and Exchange Commission ( SEC ). We undertake no obligation to publicly update or revise these statements, whether as a result of new information, future events, or otherwise. The following Management’s Discussion and Analysis of Financial Condition and Results of Operations and other sections of this report contain forward-looking statements made pursuant to the safe harbor provisions of Section 21E of the Securities Exchange Act of 1934 (the Exchange Act ) and the Private Securities Litigation Reform Act of 1995. These statements, which are based on our beliefs and expectations about future outcomes and on information available to us through the date this Report is filed with the SEC, include, among others, statements related to the following: • Expectations of revenues, expenses, profitability, cash flows, and growth in the number of patients being treated with our products, including continued growth in sales of Tyvaso DPI, and anticipated growth in the number of patients with pulmonary hypertension associated with interstitial lung disease ( PH-ILD ) being treated with our Tyvaso products; • The sufficiency of our cash on hand to support operations; • Our ability to obtain and maintain domestic and international regulatory approvals; • Our ability to maintain pricing and reimbursement levels for our products, in light of increasing competition, including from generic products, and pressure from government and other payers to decrease the costs associated with healthcare, including the potential impact of the Inflation Reduction Act of 2022 ( IRA ) on our business and the Trump administration’s most favored nation ( MFN ) pricing initiatives, as well as the timing and outcome of our efforts to secure Medicare coverage for Nebulized Tyvaso to treat idiopathic pulmonary fibrosis ( IPF ), following the anticipated approval by the U.S. Food and Drug Administration ( FDA ); • The expected volume and timing of sales of our commercial products, as well as potential future commercial products, including the anticipated effect of various research and developm ent efforts on sales of these products; • The timing and outcome of clinical studies, other research and development efforts, and related regulatory filings and approvals, including our efforts to obtain FDA approval for Nebulized Tyvaso to treat IPF and ralinepag extended-release tablets to treat PAH; • The outcome of pending and potential future legal and regulatory actions by the FDA and other regulatory and government enforcement agencies related to our products and potential competitive products; • The timing and outcome of ongoing litigation, including the lawsuit filed against us by Sandoz Inc. ( Sandoz ) and Liquidia PAH, LLC (formerly known as RareGen, LLC) ( RareGen ); our patent and trade secret litigation with Liquidia Technologies, Inc. ( Liquidia ) related to Yutrepia; Liquidia’s patent lawsuit against us related to Tyvaso DPI; our litigation with Humana Inc., United Healthcare Services, Inc., MSP Recovery Claims, Series LLC, and related entities; and the lawsuit filed against us by Boehringer Ingelheim Pharmaceuticals, Inc.; • The impact of competing therapies on sales of our commercial products, including the impact of generic versions of Remodulin; established therapies such as Uptravi®; and newer therapies such as Merck’s Winrevair® and Liquidia’s Yutrepia; • The expectation that we will be able to manufacture sufficient quantities and maintain adequate inventories of our commercial products, through both our in-house manufacturing capabilities and third-party manufacturing sites; • Expectations regarding the amount and timing of capital expenditures to construct new facilities to support our product development and commercialization efforts, including our xenotransplantation-related facilities; • Expectations regarding the timing and impact of our business development efforts; • The adequacy of our intellectual property protection and the validity and expiration dates of the patents we own or license, as well as the regulatory exclusivity periods for our products; • Any statements that include the words “believe,” “seek,” “expect,” “anticipate,” “forecast,” “project,” “intend,” “estimate,” “should,” “could,” “may,” “will,” “plan,” or similar expressions; and • Other statements contained or incorporated by reference in this Report that are not historical facts. We caution you that these statements are not guarantees of future performance and are subject to numerous evolving risks and uncertainties that we may not be able to accurately predict or assess, and that may cause our actual results to differ materially from anticipated results, including the risks and uncertainties we describe in Part II, Item 1A—Risk Factors of this Report and risks and uncertainties described in other cautionary statements, cautionary language, and risk factors set forth in our other filings with the SEC. Quarterly Report 25 Table of Contents Part I. Financial Information Overview of Marketed Products We market and sell the following commercial products: • Tyvaso DPI, a dry powder inhaled formulation of the prostacyclin analogue treprostinil, approved by the FDA in May 2022 to improve exercise ability in patients with pulmonary arterial hypertension ( PAH ) and PH-ILD. • Nebulized Tyvaso, a nebulized liquid inhaled formulation of treprostinil, approved by the FDA to improve exercise ability in patients with PAH. Nebulized Tyvaso was also approved by the FDA in March 2021 to improve exercise ability in patients with PH-ILD. Nebulized Tyvaso has also been approved with respect to PAH and/or PH-ILD in various countries outside of the United States. • Remodulin , a continuously infused formulation of treprostinil, approved by the FDA for subcutaneous and intravenous delivery to diminish symptoms associated with exercise in patients with PAH. Remodulin has also been approved in various countries outside of the United States. In February 2021, we launched U.S. sales of the Remunity Pump, a next-generation subcutaneous infusion system for Remodulin. In September 2025, we launched a new version of the Remunity Pump, called RemunityPRO, which is intended to improve the patient experience by making the pump easier to use. • Orenitram , an oral extended-release tablet form of treprostinil, approved by the FDA to delay disease progression and improve exercise capacity in PAH patients. • Unituxin , an infused monoclonal antibody approved in the United States and Canada for the treatment of high-risk neuroblastoma and approved in Japan for the treatment of neuroblastoma after high-dose chemotherapy. • Adcirca , an oral immediate-release tablet form of the PDE-5 inhibitor tadalafil, approved by the FDA to improve exercise ability in PAH patients. We sell Adcirca under an in-license from Eli Lilly and Company ( Lilly ) that expires December 31, 2026. Revenues Our total revenues consist primarily of sales of the commercial products noted above, including the delivery devices (in the case of Tyvaso DPI, Nebulized Tyvaso, and Remodulin). We have entered into separate, non-exclusive distribution agreements with Accredo Health Group, Inc. and its affiliates ( Accredo ) and Caremark, L.L.C. ( CVS Specialty ) to distribute Tyvaso DPI, Nebulized Tyvaso, Remodulin, the Remunity and RemunityPRO Pumps, and Orenitram in the United States, and we have entered into an exclusive distribution agreement with Cencora Global Procurement Ltd. to distribute Unituxin in the United States. We also sell Nebulized Tyvaso, Remodulin, and Unituxin to distributors internationally. We sell Adcirca through Lilly’s pharmaceutical wholesale network. To the extent we have increased the price of any of these products, increases have typically been in the single-digit percentages per year, except for Adcirca, the price of which is set solely by Lilly. We also derive revenues from the sale of commercial ex vivo lung perfusion services, which are presented under Other within Note 11— Segment Information to our consolidated financial statements included in this Report. We require our specialty pharmaceutical distributors to maintain reasonable levels of inventory reserves for our treprostinil-based therapies because the interruption of these therapies can be life threatening. Our specialty pharmaceutical distributors typically place monthly or semi-monthly orders based on current utilization trends and contractual minimum and maximum inventory requirements. As a result, sales of our treprostinil-based therapies can vary depending on the timing and magnitude of these orders and do not precisely reflect changes in patient demand. The information we have about patient demand, the number of patients using our products, and inventory held by our distributors, is based upon our review of patient utilization and inventory data provided to us by our specialty pharmaceutical distributors. Generic Competition and Challenges to our Intellectual Property Rights Remodulin — Generic Competition We settled litigation with Sandoz related to its abbreviated new drug application ( ANDA ) seeking FDA approval to market a generic version of Remodulin and in March 2019, Sandoz announced the availability of its generic product in the United States. We have also entered into similar settlement agreements with other generic companies, some of which have also launched sales of generic versions of Remodulin. Through June 30, 2026, we have seen limited erosion of Remodulin sales as a result of generic treprostinil competition in the United States. We are currently engaged in litigation with Sandoz and its marketing partner, RareGen (now a subsidiary of Liquidia Corporation, the parent company of Liquidia), related to the infusion devices used to administer Remodulin subcutaneously. We understand that generic treprostinil was initially launched by Sandoz/RareGen for use only by intravenous infusion. In May 2021, Sandoz/Liquidia Corporation announced that Sandoz’s generic treprostinil was made available for subcutaneous use, following FDA clearance of a cartridge that can administer the product via the Smiths Medical CADD MS-3 pump. In addition, Liquidia has announced it is supporting efforts to develop a new subcutaneous infusion system for its generic treprostinil product. See Note 12— Litigation , to our consolidated financial statements included in this Report. 26 United Therapeutics, a public benefit corporation Table of Contents Part I. Financial Information Regulatory authorities in various European countries began approving generic versions of Remodulin in 2018, followed by pricing approvals and commercial launches in most of these countries in 2019 and 2020. As a result, our international Remodulin revenues have decreased compared to the period prior to generic launch, due to increased competition and a reduction in our contractual transfer price for Remodulin sold by certain international distributors for sales in countries in which the pricing of Remodulin is impacted by the generic competition. Nebulized Tyvaso and Orenitram — Potential Future Generic Competition We settled litigation with Watson Laboratories, Inc. ( Watson ) related to its ANDA seeking FDA approval to market a generic version of Nebulized Tyvaso before the expiration of certain of our U.S. patents. Under the settlement, Watson was permitted to market its generic version of Nebulized Tyvaso in the United States as early as January 2026, although, to date, it has not received FDA approval to do so. We also settled litigation with Actavis Laboratories FL, Inc. ( Actavis ) and ANI Pharmaceuticals, Inc. ( ANI ) related to their ANDAs seeking FDA approval to market generic versions of Orenitram before the expiration of certain of our U.S. patents. Under the settlement agreements, Actavis and ANI can market their generic versions of Orenitram in the United States beginning in June 2027 and December 2027, respectively, although either or both of them may be permitted to enter the market earlier under certain circumstances. Competition from these generic companies could reduce our net product sales and profits. Liquidia — Yutrepia In May 2025, Liquidia obtained final FDA approval to market Yutrepia, a dry powder formulation of treprostinil for inhalation, to treat PAH and PH-ILD. Liquidia announced that it launched sales of Yutrepia in June 2025. The Yutrepia new drug application ( NDA ) was submitted under the 505(b)(2) regulatory pathway with Nebulized Tyvaso as the reference listed drug. Yutrepia competes directly with Tyvaso DPI, Nebulized Tyvaso, and our other treprostinil-based products. We are engaged in patent litigation with Liquidia concerning Yutrepia. Specifically, we allege that Yutrepia infringes a patent we own covering the treatment of PH-ILD to improve exercise capacity in patients suffering from PH-ILD by inhaling treprostinil at specific dosages. If we are successful in this litigation, we believe Liquidia will be required to remove PH-ILD as a labeled indication for Yutrepia until the expiration of our patent in February 2042. We are also engaged in litigation with Liquidia alleging trade secret misappropriation. In this case, we allege that a former executive of ours misappropriated trade secrets related to Tyvaso when he utilized them as an executive of Liquidia to aid in the development of Yutrepia. Finally, we are engaged in separate litigation against Liquidia alleging that Yutrepia infringes a patent that claims a method of treating pulmonary hypertension using inhaled treprostinil delivered using a specified dosage regimen. This patent expires in May 2027. Liquidia has also sued us, alleging infringement of a patent with claims directed to the treatment of pulmonary hypertension by administering specified amounts of treprostinil via a dry powder inhaler in a specified number of breaths. That case is currently stayed pending developments in the trade secret misappropriation litigation described above. For further details regarding these and other litigation matters involving Liquidia and Yutrepia, please see Note 12— Litigation , to our consolidated financial statements included in this Report. General We intend to vigorously enforce our intellectual property rights related to our products. However, we may not prevail in defending our patent rights, and additional challenges from other ANDA filers or other challengers may surface with respect to our products. Our patents have in the past been, and could in the future be, invalidated, found unenforceable, or found not to cover one or more generic forms of our products. If another ANDA filer or filer of a 505(b)(2) NDA for a branded treprostinil product were to receive approval to sell its treprostinil product and/or prevail in any patent litigation, our affected product(s) would become subject to increased competition. Patent expiration, patent litigation, and competition from generic or other branded treprostinil manufacturers could have a further adverse impact on our treprostinil-based product revenues, our profits, and our stock price. These potential effects are inherently difficult to predict, and could be significant. For additional discussion, see the risk factor entitled, Limitations on our intellectual property rights may limit our ability to prevent third parties from competing with our products, and we may not prevail in litigation to enforce or defend those rights , contained in Part II , Item 1A—Risk Factors included in this Report. Operating Expenses We devote substantial resources to our various clinical trials and other research and development efforts, which are conducted both internally and through third parties. From time to time, we also license or acquire additional technologies and compounds to be incorporated into our development pipeline. Our operating expenses include the costs described below. Quarterly Report 27 Table of Contents Part I. Financial Information Cost of Sales Our cost of sales primarily includes costs to manufacture our products, royalty and sales-based milestone payments under license agreements granting us rights to sell related products, direct and indirect distribution costs incurred in the sale of our products, and the costs of inventory reserves for current and projected obsolescence. These costs also include share-based compensation and salary-related expenses for direct manufacturing and indirect support personnel, quality review and release for commercial distribution, direct materials and supplies, depreciation, facilities-related expenses, and other overhead costs. Research and Development Our research and development expenses primarily include costs associated with the research and development of new products, new indications for existing products, and various post-marketing research activities. These costs also include share-based compensation and salary-related expenses for research and development functions, professional fees for preclinical and clinical studies, costs associated with clinical manufacturing, facilities-related expenses, regulatory costs, and costs associated with payments to third-party contract manufacturers before FDA approval of the relevant product. Expenses also include costs for third-party arrangements, including upfront fees and milestone payments required under license arrangements for therapies under development, and adjustments to the fair value of our contingent consideration obligations. We do not track fully burdened research and development expenses by individual product candidate. Selling, General, and Administrative Our selling, general, and administrative expenses primarily include costs associated with the commercialization of approved products and general and administrative costs to support our operations, including share-based compensation and salary-related expenses. Selling expenses include product marketing and sales operations costs, as well as other costs incurred to support our sales efforts. General and administrative expenses include the core corporate support functions such as human resources, finance, and legal, and associated external costs to support those functions. Share-Based Compensation Currently, we grant stock options and restricted stock units under the United Therapeutics Corporation 2026 Stock Incentive Plan (the 2026 Plan ), and we may grant restricted stock units to newly hired employees under our 2019 Inducement Stock Incentive Plan (the 2019 Inducement Plan ). The grant date fair values of stock options and restricted stock units are recognized as share-based compensation expense ratably over their vesting periods. The fair value of stock options is measured using inputs and assumptions under the Black-Scholes-Merton model. The fair value of restricted stock units is measured using our stock price on the date of grant. Historically, we granted awards under our United Therapeutics Corporation Amended and Restated 2015 Stock Incentive Plan (the Prior Plan ), including during the six months ended June 30, 2026, and our Share Tracking Awards Plan (the STAP ). The 2026 Plan replaced the Prior Plan and no further awards may be granted under the Prior Plan, although awards previously granted under the Prior Plan remain outstanding in accordance with their terms. Issuance of awards under the STAP was discontinued in 2015 and all remaining outstanding STAP awards were exercised during the first quarter of 2025. Research and Development We focus our research and development efforts on the following pipeline programs. We also engage in a variety of additional research and development efforts, including efforts to develop new and improved devices to deliver our current commercial products and other small molecule therapies, some of which are intended for once-daily or as-needed administration, for a variety of pulmonary indications. In addition, we are developing technologies designed to increase the supply of transplantable organs and organ alternatives and improve outcomes for transplant recipients through xenotransplantation, regenerative medicine, and ex vivo lung perfusion. 28 United Therapeutics, a public benefit corporation Table of Contents Part I. Financial Information Select Pipeline Programs Product Mode of Administration Indication Current Status STUDY NAME Our Territory Nebulized Tyvaso (treprostinil) Inhaled IPF Phase 3 TETON-1 and TETON-2 studies successful; sNDA submitted to the FDA Worldwide Nebulized Tyvaso (treprostinil) Inhaled PPF Phase 3 TETON-PPF study Worldwide Ralinepag Tablets (IP receptor agonist) Oral PAH Phase 3 ADVANCE OUTCOMES study successful; NDA submitted to the FDA Worldwide Ralinepag DPI Inhaled PAH, PH-ILD, IPF, PPF Pre-IND non-clinical testing for PAH program Worldwide Treprostinil SMI Inhaled PAH, PH-ILD, IPF, PPF Pivotal pharmacokinetic studies for PAH and PH-ILD ongoing Worldwide Treprostinil SMI Inhaled PH-COPD Preparing IND for phase 2 study Worldwide Treprostinil-Iloprost SMI Inhaled PRN PAH Preparing IND for phase 1 study Worldwide Triple Combination Therapy Oral PAH Formulation development and dosage design complete; planning pre-IND engagement with the FDA Worldwide Nebulized Tyvaso — TETON Studies In September 2025, we announced that the TETON-2 phase 3 study of Nebulized Tyvaso in patients with IPF met its primary efficacy endpoint of demonstrating improvement in absolute forced vital capacity ( FVC ) relative to placebo. Nebulized Tyvaso demonstrated superiority over placebo for the change in absolute FVC by 95.6 mL (Hodges-Lehmann [ H-L ] estimate, p<0.0001) from baseline to week 52 in patients with IPF. Statistically significant improvements relative to placebo were also observed in most secondary endpoints, including time to first clinical worsening event, as well as changes from baseline to week 52 in percent predicted FVC, King’s Brief Interstitial Lung Disease quality of life questionnaire ( K-BILD ) score, and diffusion capacity of lungs for carbon monoxide ( DLCO ). While not statistically significant, both time to first acute exacerbation of IPF and overall survival at week 52 trended in favor of Nebulized Tyvaso. Data from the TETON-2 study were published in The New England Journal of Medicine in March 2026. In March 2026, we announced that the TETON-1 study also met its primary endpoint, with an even stronger treatment effect than the TETON-2 study. Specifically, the study demonstrated superiority of Nebulized Tyvaso over placebo for the change in absolute FVC by 130.1 mL (H-L estimate, p <0.0001) from baseline to week 52. Nebulized Tyvaso achieved statistical significance for reducing the risk of clinical worsening and showed numerical improvement in other important secondary endpoints relative to placebo, including time to first acute exacerbation of IPF and changes in percent predicted FVC, K-BILD score, and DLCO. Integrated analyses of TETON-1 and TETON-2 showed statistically significant treatment effects compared to placebo from baseline to week 52 for the primary endpoint of change in absolute FVC by 111.8 mL (H-L estimate, p <0.0001) and most secondary endpoints, including time to first clinical worsening and first acute exacerbation of IPF and changes in percent predicted FVC, K-BILD score, and DLCO. Overall survival at week 52 trended in favor of Nebulized Tyvaso but did not meet statistical significance. Data from the TETON-1 study, and combined analyses of data from the TETON-1 and TETON-2 studies, were published in The New England Journal of Medicine in May 2026. The TETON-2 study enrolled 597 patients and was conducted outside the United States and Canada. TETON-1 enrolled 598 patients in the United States and Canada. Treatment with Nebulized Tyvaso in these studies was well-tolerated, and the safety profile was consistent with previous Tyvaso studies and known prostacyclin-related adverse events. No new safety signal was seen in either study. Benefits of Nebulized Tyvaso were observed across all subgroups, such as use of background therapy (nintedanib, pirfenidone, or no background therapy), smoking status, and supplemental oxygen use. In June 2026, we submitted a supplemental NDA ( sNDA ) to the FDA to add IPF to the labeled indications for Nebulized Tyvaso. We believe there are approximately 100,000 IPF patients in the United States. We are also conducting a phase 3 study of Nebulized Tyvaso called TETON-PPF for the treatment of progressive pulmonary fibrosis ( PPF ); we enrolled the first patient in TETON-PPF in October 2023. The primary endpoint of the TETON-PPF study is the change in absolute FVC from baseline to week 52. The TETON-PPF study was also prompted by a post-hoc analysis of data from the INCREASE study. PPF is a group of ILD conditions that exhibit progressive, self-sustaining fibrosis, and a similar disease course to IPF. PPF includes idiopathic interstitial pneumonias, autoimmune ILDs, chronic fibrosing hypersensitivity pneumonitis, and fibrotic ILDs related to environmental/occupational exposure. We are targeting enrollment of 698 patients Quarterly Report 29 Table of Contents Part I. Financial Information in the TETON-PPF study. While estimates vary, we believe the size of the U.S. PPF population is approximately 200,000 patients. We and our distributors will also consider seeking amendments to the marketing authorizations for Nebulized Tyvaso in other countries where it is approved, to include IPF and/or PPF indications, and we will also consider seeking approval of Nebulized Tyvaso for these indications in countries where it is not yet approved. We also plan to seek FDA approval to expand the Tyvaso DPI label to include IPF and/or PPF, as applicable, following completion of any FDA-required bridging studies. Based on preliminary feedback from the FDA, these bridging studies may include pivotal clinical trials to establish safety and efficacy of Tyvaso DPI for treating patients with IPF and PPF. Both the FDA and the European Medicines Agency have granted orphan designation for treprostinil to treat IPF. Treprostinil SMI We are developing a version of inhaled treprostinil that will be a drug-device combination consisting of treprostinil solution and a device known as a soft mist inhaler ( SMI ). SMI devices are propellant-free, hand-held mechanical devices that deliver an aerosol cloud of medication via a single breath. SMI devices would be more convenient for our patients than the current Tyvaso nebulizer, which requires several breaths using a much larger device that needs electricity. SMI devices are pocket-sized and disposable, and would be delivered with a pre-filled, multi-dose cartridge of drug product that is stored at room temperature and easily inserted into the device to begin use. Due to the multi-dose cartridge, which is intended to provide sufficient doses for up to 14 days of use, there is no need to fill the SMI device every day like a nebulizer. SMI devices may also provide a favorable adverse event profile compared to dry powder inhalers. We are targeting the same indications for which Nebulized Tyvaso is already approved (PAH and PH-ILD), as well as those for which we plan to seek FDA approval in the future (IPF and PPF), following completion of any FDA-required bridging studies. We are currently conducting pivotal pharmacokinetic studies to establish comparability between treprostinil SMI and Nebulized Tyvaso, to support a 505(b)(1) NDA for PAH and PH-ILD. Additionally, we are preparing an IND to enable us to conduct a phase 2 study of treprostinil SMI to treat patients with pulmonary hypertension associated with chronic obstructive pulmonary disease ( PH-COPD ). Treprostinil-Iloprost SMI We are developing a fixed-dose, drug-device combination product consisting of treprostinil and iloprost solution and an SMI. We are targeting this product for pro re nata ( PRN ), or “as-needed,” use for PAH patients whose primary therapy is either an oral or inhaled prostacyclin-class therapy who may from time to time need a bridge between doses due to exercise activity. Iloprost is a prostacyclin-class therapy that is approved by the FDA to treat PAH via nebulized inhalation solution. Based on a preclinical research study, we believe there may be beneficial synergies when treprostinil and iloprost are dosed together on a PRN basis. We have completed pre-IND engagement with the FDA and are in the process of preparing an IND. Once the IND is cleared, we plan to proceed to a phase 1 pharmacokinetics and safety study in healthy volunteers, and eventually, a pivotal efficacy study in PAH patients. Ralinepag Extended-Release Tablets Ralinepag is a next-generation, once-daily, oral, extended-release, titratable, selective, and potent prostacyclin ( IP ) receptor agonist that we are developing for the treatment of PAH. In March 2026, we announced the successful results of our pivotal ADVANCE OUTCOMES study, which was a phase 3, event-driven clinical trial of an extended-release formulation of ralinepag tablets in PAH patients with a primary endpoint of time to first clinical worsening event. The study met its primary endpoint, with ralinepag reducing the risk of a clinical worsening event by 55 percent compared with placebo in patients with PAH (hazard ratio 0.45, p<0.0001). Ralinepag demonstrated durable efficacy in delaying disease progression during the study, in which 80 percent of patients were on dual background therapy and 70 percent of patients were considered World Health Organization ( WHO )/New York Heart Association ( NYHA ) Functional Class ( FC ) II at baseline. Statistically significant improvements relative to placebo were also observed in important secondary endpoints, including six-minute walk distance ( 6MWD ) and change in N-terminal pro-B-type natriuretic peptide ( NT-proBNP ), with ralinepag increasing the odds of achieving clinical improvement by 47 percent from baseline to week 28 (p=0.015). Benefits were consistent across all patient subgroups, including time since diagnosis, disease etiology, baseline 6MWD, and use of background therapies, reinforcing the robustness of the treatment effect and the potential broad therapeutic relevance of ralinepag. Treatment with ralinepag was well-tolerated and the safety profile was consistent with known prostacyclin-related adverse events. No new safety signals were observed. In June 2026, we submitted an NDA to the FDA seeking approval to market ralinepag extended-release tablets for PAH. If approved and launched, we expect ralinepag’s once-daily dosing profile to position it favorably compared with Uptravi (selexipag), which is a twice-daily IP-receptor agonist marketed by Johnson & Johnson for the treatment of PAH. In 2025, Johnson & Johnson reported global sales of Uptravi of over $1.9 billion, including over $1.5 billion in U.S. sales, reflecting a growth rate of approximately 5 percent over 2024. 30 United Therapeutics, a public benefit corporation Table of Contents Part I. Financial Information Triple Combination Therapy We are developing an oral triple combination therapy consisting of ralinepag, an endothelin receptor antagonist ( ERA ) , and a PDE-5 inhibitor. We have completed formulation development and dosage design work and plan to engage with the FDA on our proposed clinical development strategy. Our triple combination therapy is intended to provide a convenient means of dosing patients with existing first-line oral therapies for PAH (an ERA and a PDE-5 inhibitor), along with once-daily ralinepag. Ralinepag DPI We are developing a dry powder inhalation ( DPI ) version of ralinepag. In August 2025, we exercised the option under our license and collaboration agreement with MannKind Corp. to develop ralinepag DPI utilizing the dry powder formulation technology used to manufacture Tyvaso DPI. We believe the half-life of ralinepag may support once-daily dosing of ralinepag DPI. We are currently in the process of conducting IND-enabling non-clinical studies. In parallel, we are planning a phase 1 study in healthy volunteers to assess dosing and pharmacokinetic comparability with ralinepag extended-release tablets, which will inform a pivotal study in PAH patients to further assess safety and pharmacokinetic comparability. We initially intend to seek FDA approval of ralinepag DPI for PAH. We also plan to seek approval for PH-ILD, IPF, and PPF, which will require us to file separate INDs, and conduct additional clinical studies assessing safety and efficacy in patients with these conditions. Under the terms of our expanded agreement with MannKind, we will pay MannKind up to $35 million in development milestones and a 10 percent royalty on net sales of ralinepag DPI. Under our license agreement with Arena Pharmaceuticals Inc. (now owned by Pfizer Inc.), we will be obligated to pay a $250.0 million milestone payment upon FDA approval of ralinepag DPI, and a low double-digit, tiered royalty on net sales. We are constructing a manufacturing facility in Research Triangle Park, North Carolina, which we plan to use to manufacture ralinepag DPI. Manufactured Organs and Organ Alternatives Each year, end-stage organ failure kills millions of people. A significant number of these patients could have benefited from an organ transplant. Unfortunately, the number of usable, donated organs available for transplantation has not grown significantly over the past half century, while the need has soared. Our long-term goals are aimed at addressing this shortage. With advances in technology, we believe that creating an unlimited supply of tolerable manufactured organs and organ alternatives is now principally an engineering challenge, and we are dedicated to finding engineering solutions. We are engaged in research and development of a variety of technologies designed to increase the supply of transplantable organs and tissues and to improve outcomes for transplant recipients through xenotransplantation, regenerative medicine, and ex vivo lung perfusion. While we continue to develop and commercialize therapies for rare and life-threatening conditions, we view manufactured organs and organ alternatives as complementary solutions for a broad array of diseases, many of which (such as PAH and PH-ILD) have proven incurable to date despite the availability of pharmaceutical and biologic therapies. For this reason, we included the development of “technologies that expand the availability of transplantable organs” as part of our express public benefit purpose when we converted United Therapeutics to a public benefit corporation ( PBC ) in 2021. Xenotransplantation Our xenotransplantation program includes three development-stage organ products known as “xenografts,” which are intended to be transplanted from gene-edited pigs into humans. The UKidney™ is an investigational-stage kidney from a pig with ten gene edits to support organ functioning in the human body. Six human genes were added to the pig genome to facilitate immune acceptance of the organ, while four genes were inactivated: three that contribute to porcine organ rejection in humans and one that can cause organ growth beyond what is normal for humans. The UHeart™ is a heart from the same pig with ten gene edits. The UThymoKidney™ is an investigational-stage kidney from a pig with a single gene edit, together with tissue from the pig’s thymus. The pig’s thymus tissue is intended to condition the recipient’s immune system to recognize the UThymoKidney as “self” and reduce the likelihood of rejection. The single gene that is disrupted in the pig is responsible for the synthesis of alpha-gal, a sugar on the surface of cells that can cause immediate rejection of a porcine organ when transplanted into the human body. Because tissues from pigs containing this gene edit do not contain detectable levels of the alpha-gal sugar, we refer to materials derived from this pig as GalSafe®. In December 2020, the GalSafe pig was approved by the FDA for use as human food and as a potential source for biomedical purposes. Meat from GalSafe pigs is currently being provided to individuals with alpha-gal syndrome, an allergy to meat caused by a bite from the lone star tick. This approval marked only the second FDA approval of a gene-edited animal as a source of food, and the first such approval for a mammal. In January 2025, the FDA cleared our Investigational New Drug application ( IND ) related to the EXPAND study of our UKidney product. This study is expected to enroll an initial cohort of six end-stage renal disease ( ESRD ) patients, expanding to up to 50 participants, and we intend to use the results of this study to support a Biologics License Application ( BLA ) with the FDA. This study is designed as a combination phase 1/2/3 trial (sometimes referred to as a “phaseless” study) to evaluate safety and Quarterly Report 31 Table of Contents Part I. Financial Information efficacy seamlessly without moving through separate phase 1, phase 2, and phase 3 studies that are typically associated with conventional drug approvals. The first transplant in this study occurred in the fourth quarter of 2025, and the study is ongoing. In July 2025, we submitted an IND to the FDA related to our anticipated EXTEND clinical study of our UThymoKidney product. In August 2025, the FDA cleared this IND, enabling us to commence this study, which we expect will be similar in size and scope to the EXPAND study described above. In May 2026, the FDA granted clearance under our IND to proceed with a clinical study of our UHeart product. The study, which is known as the EXPRESS study, is expected to enroll an initial cohort of up to two adult patients with advanced heart failure. Following FDA review of available safety and efficacy data from the initial two transplants, the study may then be further expanded, with the intent to support a BLA with the FDA. In February 2024, we completed a designated pathogen-free ( DPF ) facility in Virginia. We expect this DPF facility to supply xenografts compliant with FDA current Good Manufacturing Practices ( cGMP ) for human clinical trials, with a target capacity of up to 125 organs per year. We are constructing two additional DPF facilities in Minnesota and Texas. While we believe these DPF facilities will be capable of producing organs for commercial use, we are also planning to build additional and potentially larger cGMP DPF facilities for commercial use. While these projects will be capital-intensive, the timing and volume of these expenditures will be staggered and paced in a manner intended to balance our need to address market demand as soon as possible following FDA approval with the need to defer the most significant capital expenditures until we achieve certain clinical trial milestones. Regenerative Medicine • Miromatrix. In December 2023, we acquired Miromatrix Medical Inc. ( Miromatrix ), a company based in Minnesota focused on the development of new technologies for generating manufactured kidney and liver alternatives composed of human primary cells. The development-stage Miromatrix external liver assist product, called miroliver ELAP ®, uses a decellularized porcine liver matrix that has been seeded with human-derived cells and an extracorporeal blood circuit to maintain liver support in patients experiencing acute liver failure. Miromatrix first used its decellularization technology to successfully develop two acellular products, MiroMesh® and MiroDerm®, which received FDA 510(k) clearance for hernia repair and wound care applications, respectively, and which were later spun off by Miromatrix. In January 2026, we announced that Miromatrix completed a phase 1 study of miroliver ELAP in patients with acute liver failure. This study, which was the first human clinical trial of a manufactured organ alternative, met its primary endpoint. Miromatrix is planning to commence a phase 2 study, and the FDA has granted miroliver ELAP Regenerative Medicine Advanced Therapy designation. Miromatrix is also developing miroliver®, a fully implantable manufactured liver alternative product, and mirokidney®, a fully implantable manufactured kidney alternative product, both of which are based on decellularized porcine organ scaffolds that have been reseeded with human-derived cells. Initially the Miromatrix products are intended to be made with cells from a human donor other than the recipient (also called “allogeneic” cells), requiring the use of standard immunosuppression protocols. Future versions may be based on the patient’s own cells (known as “autologous” cells), reducing or eliminating the need for immunosuppression drugs. • ULobe™. The ULobe is a development-stage engineered lung lobe alternative made using a porcine lung scaffold that is decellularized and then re-cellularized with allogeneic human cells. In 2025, our Regenerative Medicine Laboratory in Research Triangle Park, North Carolina ( RTP ) produced 830 decellularized lung scaffolds, 345 recellularized lungs, and 1.65 trillion human cells for use in recellularization. • ULung™. The ULung is a development-stage engineered lung alternative composed of a 3D printed lung scaffold cellularized with human lung cells, with the goal of using autologous cells and reducing or eliminating the need for immunosuppression. The lung scaffold used in the ULung is printed using 3D printers being developed in collaboration with 3D Systems, Inc. Our Organ Manufacturing Group, located in Manchester, New Hampshire, has achieved recognition for developing the world’s most complex 3D printed object. Its lung scaffold designs consist of a record 44 trillion voxels that lay out 4,000 kilometers of pulmonary capillaries and 200 million alveoli, which demonstrate gas exchange in preclinical models. Under our agreement with 3D Systems, we also have the exclusive right to develop additional human solid organ alternatives using 3D Systems’ printing technology. • IVIVA. In October 2023, we completed the acquisition of IVIVA Medical, Inc. ( IVIVA ), a preclinical stage company based in Massachusetts, focused on bio-artificial manufactured kidney alternative products. IVIVA’s preclinical implantable kidney alternative product uses autologous cells to mimic important physiological functions of native kidneys in recipients to support their native kidney function without the need for immunosuppression. The product is designed to replace the need for external kidney dialysis. Ex Vivo Lung Perfusion Our ex vivo lung perfusion ( EVLP ) program uses the first FDA-approved acellular EVLP technology on the market, the XVIVO Perfusion System ( XPS ™) with Steen Solution™ Perfusate, to offer the only commercially available centralized EVLP service in the United States. EVLP technology increases the number of transplantable lungs by giving surgeons the ability to assess the function of donor lungs to determine if the lungs are suitable for transplantation. This allows for the transplantation of lungs that would have otherwise not been transplanted. Centralized EVLP services make EVLP available to small and large transplant centers and remove barriers to the transplantation process to optimize organ utilization and increase the supply of transplantable lungs. 32 United Therapeutics, a public benefit corporation Table of Contents Part I. Financial Information Our wholly owned subsidiary, Lung Bioengineering Inc., provides commercial EVLP services on a fee-for-service basis to transplant centers through dedicated facilities located in Silver Spring, Maryland and Jacksonville, Florida, using the XPS System. In June 2026, Lung Bioengineering obtained FDA approval of a premarket approval application ( PMA ) for another centralized EVLP technology known as the LungFX™ system (formerly referred to as the Centralized Lung Evaluation System, or CLES). LungFX is the first device approved for centralized EVLP for donor organs not otherwise used for transplant. Lung Bioengineering expects to add LungFX to its commercially available services in 2027. Over 800 patients have received lung transplants following use of our centralized EVLP services. Sustainable Delivery of Organs and Organ Alternatives Together with our work on therapeutic interventions, we are working with third parties to develop scalable technologies to efficiently deliver an unlimited supply of manufactured organs and organ alternatives to transplant centers and waiting patients, while minimizing environmental impact. Our organ delivery research efforts are focused on the development of piloted and autonomous electric vertical take-off and landing aircraft systems to quickly, reliably, and sustainably deliver organs and organ alternatives from manufacturing facilities to transplant centers. Beginning in 2017, we entered into a series of agreements with BETA Technologies, Inc. to support the development of all-electric aircraft to help us meet our future distribution requirements for manufactured organs and organ alternatives. In October 2021, we successfully completed the first-ever drone delivery of a human lung for transplant at Toronto General Hospital, demonstrating the feasibility of our goal of delivering our manufactured organs and organ alternatives with zero carbon footprint aircraft. In October 2024, we entered into a collaboration agreement with Robinson Helicopter Company to support our efforts to develop and certify zero-emission, hydrogen-electric powered helicopters based on Robinson’s R44 and R66 helicopter models. In March 2025, we completed what we believe was the world’s first successful tes t flight of a piloted hydrogen-electric powered helicopter at our test and development facility located in Quebec. Thymic Immune Restoration In July 2026, we acquired Thymmune Therapeutics, Inc. ( Thymmune ), a preclinical-stage company developing scalable, regenerative thymic cell therapies for the potential treatment of post-transplant organ tolerance, immunodeficiencies, and autoimmune diseases. The thymus is a critical organ for the development and proper function of key parts of the immune system, including training T-cells, which are essential for fighting infections and other diseases. Thymmune has a proprietary process for converting human-induced pluripotent stem cells into thymic cells, which — once inside the body — are expected to mature into cell types that can restore healthy T-cell function. Thymmune’s lead candidate, THY-100, is in preclinical development for congenital athymia, an ultra-rare and life-threatening condition in which infants are born without a functional thymus. Animal studies have shown that treatment with THY-100 results in the in vivo formation of a neo-thymus that is capable of facilitating T-cell development. The clinical proof of concept and further development of THY-100 have the potential to broaden thymic regenerative medicine approaches for transplant tolerance, serious immune-mediated diseases, and enhanced longevity for older adults with diminished T-cell function. Under our agreement to acquire Thymmune, we will be obligated to pay former Thymmune equityholders up to $160.0 million in the aggregate upon the timely achievement of specified clinical and regulatory milestones for THY-100, consisting of (1) a potential payment of up to $60.0 million if the first patient is dosed in the initial human clinical trial of THY-100 on or before December 31, 2028; and (2) a potential payment of $100.0 million if the FDA accepts a Biologics License Application for THY-100 for review on or before December 31, 2031. Future Prospects We anticipate that revenue growth over the near-term will be driven primarily by: (1) continued growth in sales of Tyvaso DPI; (2) growth in the number of PH-ILD patients prescribed Tyvaso DPI and Nebulized Tyvaso ; (3) the launch of ralinepag extended-release tablets for PAH, following FDA approval; (4) the launch of Nebulized Tyvaso for IPF, following FDA approval; (5) FDA approval and launch of treprostinil SMI; (6) continued growth in the number of patients prescribed Orenitram; and (7) modest price increases for some of our products. We believe that additional revenue growth in the medium- and longer-term will be driven by the additional products and indications described above under Research and Development. Our ability to achieve our objectives, grow our business, and maintain profitability will depend on many factors, including among others: (1) the timing and outcome of preclinical research, clinical trials, and regulatory approval applications for new products and new indications for existing products; (2) the timing and degree of our success in commercially launching new products and new indications for existing products; (3) the demand for our products; (4) the net price of our products and the reimbursement of our products by public and private health insurance organizations, including the impact on such net prices and reimbursement amounts as a result of the IRA, MFN, and other government initiatives focused on drug pricing, and as a result of additional payer rebates, and the timing and degree of success in obtaining reimbursement for new products and Quarterly Report 33 Table of Contents Part I. Financial Information new indications for existing products; (5) the competition we face within our industry, including competition from generic companies, competition from Winrevair and Yutrepia, which launched in the United States in 2024 and 2025, respectively, and the potential launch of new branded and generic therapies for PAH, PH-ILD, IPF, and/or PPF, such as Insmed Incorporated’s treprostinil palmitil inhalation powder ( TPIP ); (6) our ability to effectively manage our business in an increasingly complex legal and regulatory environment; (7) our ability to defend against challenges to our patents; and (8) the risks identified in Part II, Item 1A—Risk Factors , included in this Report. We have budgeted approximately $180 million for capital expenditures for the period July 1, 2026 through the end of 2028 to construct additional facilities to support the development and commercialization of our products and technologies. This amount is primarily dedicated to (a) construction of a new manufacturing facility in RTP that we intend to use to manufacture ralinepag DPI; and (b) construction of clinical-scale DPF facilities in Stewartville, Minnesota and Houston, Texas. We plan to fund these capital expenditures using cash on hand. We anticipate that our existing DPF facility in Virginia and the two planned DPF facilities in Minnesota and Texas will provide an initial commercial supply of our xeno-organ products if and when these products are approved by the FDA. However, if our xeno-organ products are approved by the FDA, we likely will need to continue building additional DPF facilities to address anticipated demand for these products. Additional DPF facilities will be very capital-intensive, but we expect they will be executed in stages, which will enable us to adjust the schedule (and anticipated cost) of construction depending on the progress of our clinical, regulatory, and commercial activities. We operate in a highly competitive market in which several large pharmaceutical companies control many of the available PAH therapies, including Merck, which received FDA approval for Winrevair (sotatercept-csrk) to treat PAH in March 2024. These pharmaceutical companies are well established in the market and possess greater financial, technical, and marketing resources than we do. In addition, Yutrepia was approved by the FDA in May 2025 for treatment of PAH and PH-ILD, and the product was launched commercially in June 2025. Competition from these products has adversely affected our treprostinil-based product sales, and competition from these and any future approved products could materially adversely affect our revenues. Despite this increase in competition, we believe revenues from our existing product portfolio will grow, particularly given the addressable U.S. market opportunity for Tyvaso DPI and Nebulized Tyvaso in patients with PH-ILD. In addition, with the successful results of our ADVANCE OUTCOMES , TETON-1 , and TETON-2 studies, we anticipate FDA approval of ralinepag extended-release tablets for PAH and Nebulized Tyvaso for IPF in the near-term, providing the opportunity for significant revenue through the end of the decade and beyond. Results of Operations Three and Six Months Ended June 30, 2026 and June 30, 2025 Revenues The table below presents the components of total revenues (dollars in millions): Three Months Ended June 30, Dollar Change Percentage Change Six Months Ended June 30, Dollar Change Percentage Change 2026 2025 2026 2025 Net product sales: Tyvaso DPI $ 326.6 $ 315.2 $ 11.4 4 % $ 656.9 $ 617.7 $ 39.2 6 % Nebulized Tyvaso 126.0 154.4 (28.4) (18) % 253.2 318.2 (65.0) (20) % Total Tyvaso 452.6 469.6 (17.0) (4) % 910.1 935.9 (25.8) (3) % Remodulin (1) 126.3 134.7 (8.4) (6) % 252.9 272.9 (20.0) (7) % Orenitram 125.7 123.9 1.8 1 % 261.3 244.6 16.7 7 % Unituxin 65.2 58.4 6.8 12 % 118.8 116.6 2.2 2 % Adcirca 6.7 6.5 0.2 3 % 9.6 12.5 (2.9) (23) % Other 6.8 5.5 1.3 24 % 12.1 10.5 1.6 15 % Total revenues $ 783.3 $ 798.6 $ (15.3) (2) % $ 1,564.8 $ 1,593.0 $ (28.2) (2) % (1) Net product sales include sales of infusion devices, including the Remunity and RemunityPRO Pumps. 34 United Therapeutics, a public benefit corporation Table of Contents Part I. Financial Information Total Tyvaso net product sales decreased four percent to $452.6 million for the three months ended June 30, 2026, and three percent to $910.1 million for the six months ended June 30, 2026, as compared to $469.6 million and $935.9 million for the same periods in 2025, respectively, driven by a decrease in Nebulized Tyvaso net product sales, partially offset by growth in Tyvaso DPI net product sales. Tyvaso DPI net product sales increased for the three and six months ended June 30, 2026, as compared to the same periods in 2025, primarily due to an increase in quantities sold of $6.9 million and $22.9 million, respectively, and a price increase of $9.4 million and $20.9 million, respectively, partially offset by higher gross-to-net deductions. Nebulized Tyvaso net product sales decreased for the three and six months ended June 30, 2026, as compared to the same periods in 2025, primarily due to a decrease in U.S. quantities sold of $37.6 million and $70.9 million, respectively, partially offset by a price increase. Remodulin net product sales decreased for the three and six months ended June 30, 2026, as compared to the same periods in 2025, primarily due to a decrease in U.S. quantities sold of $12.3 million and $23.4 million, respectively, partially offset by an increase in international Remodulin net product sales. 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. Orenitram net product sales increased for the six months ended June 30, 2026, as compared to the same period in 2025, primarily due to an increase in quantities sold of $12.2 million. 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 Six Months Ended June 30, 2026 2025 U.S. ROW Total U.S. ROW Total Net product sales: Tyvaso DPI $ 656.9 $ — $ 656.9 $ 617.3 $ 0.4 $ 617.7 Nebulized Tyvaso 222.3 30.9 253.2 279.1 39.1 318.2 Total Tyvaso 879.2 30.9 910.1 896.4 39.5 935.9 Remodulin (1) 208.2 44.7 252.9 233.9 39.0 272.9 Orenitram 261.3 — 261.3 244.6 — 244.6 Unituxin 108.0 10.8 118.8 112.3 4.3 116.6 Adcirca 9.6 — 9.6 12.5 — 12.5 Other 11.5 0.6 12.1 9.7 0.8 10.5 Total revenues $ 1,477.8 $ 87.0 $ 1,564.8 $ 1,509.4 $ 83.6 $ 1,593.0 (1) Net product sales include sales of infusion devices, including the Remunity and RemunityPRO Pumps. Quarterly Report 35 Table of Contents Part I. Financial Information Gross-to-Net Deductions We recognize revenues net of: (1) rebates and chargebacks; (2) prompt pay discounts; (3) allowance for sales returns; and (4) distributor fees. These are referred to as gross-to-net deductions and are primarily based on estimates reflecting historical experiences as well as contractual and statutory requirements. We currently estimate our allowance for sales returns using reports from our distributors. The tables below present a reconciliation of the accounts associated with these gross-to-net deductions (in millions): Three Months Ended June 30, 2026 Rebates and Chargebacks Prompt Pay Discounts Allowance for Sales Returns Distributor Fees Total Balance, April 1, 2026 $ 229.4 $ 5.7 $ 1.3 $ 11.5 $ 247.9 Provisions attributed to sales in: Current period 138.7 18.1 0.2 10.4 167.4 Prior periods (6.2) — 0.4 0.4 (5.4) Payments or credits attributed to sales in: Current period (21.1) (12.1) — (2.0) (35.2) Prior periods (89.5) (5.7) (0.9) (8.3) (104.4) Balance, June 30, 2026 $ 251.3 $ 6.0 $ 1.0 $ 12.0 $ 270.3 Three Months Ended June 30, 2025 Rebates and Chargebacks Prompt Pay Discounts Allowance for Sales Returns Distributor Fees Total Balance, April 1, 2025 $ 158.8 $ 6.3 $ 1.3 $ 11.4 $ 177.8 Provisions attributed to sales in: Current period 127.8 18.6 0.3 10.7 157.4 Prior periods (3.5) — 0.2 (0.1) (3.4) Payments or credits attributed to sales in: Current period (22.7) (11.3) — (1.9) (35.9) Prior periods (86.6) (6.3) (0.2) (8.2) (101.3) Balance, June 30, 2025 $ 173.8 $ 7.3 $ 1.6 $ 11.9 $ 194.6 Six Months Ended June 30, 2026 Rebates and Chargebacks Prompt Pay Discounts Allowance for Sales Returns Distributor Fees Total Balance, January 1, 2026 $ 238.9 $ 6.3 $ 1.4 $ 11.7 $ 258.3 Provisions attributed to sales in: Current period 276.1 36.3 0.4 20.5 333.3 Prior periods (6.6) (0.2) 1.5 (0.5) (5.8) Payments or credits attributed to sales in: Current period (97.9) (30.3) — (8.9) (137.1) Prior periods (159.2) (6.1) (2.3) (10.8) (178.4) Balance, June 30, 2026 $ 251.3 $ 6.0 $ 1.0 $ 12.0 $ 270.3 Six Months Ended June 30, 2025 Rebates and Chargebacks Prompt Pay Discounts Allowance for Sales Returns Distributor Fees Total Balance, January 1, 2025 $ 140.8 $ 5.1 $ 2.2 $ 11.6 $ 159.7 Provisions attributed to sales in: Current period 252.3 37.0 0.4 21.3 311.0 Prior periods 5.2 0.1 0.1 (0.4) 5.0 Payments or credits attributed to sales in: Current period (99.6) (29.7) — (9.6) (138.9) Prior periods (124.9) (5.2) (1.1) (11.0) (142.2) Balance, June 30, 2025 $ 173.8 $ 7.3 $ 1.6 $ 11.9 $ 194.6 36 United Therapeutics, a public benefit corporation Table of Contents Part I. Financial Information 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 Six Months Ended June 30, Dollar Change Percentage Change 2026 2025 2026 2025 Category: Cost of sales $ 98.5 $ 86.6 $ 11.9 14 % $ 230.9 $ 178.2 $ 52.7 30 % Share-based compensation expense (1) 1.0 1.0 — — % 2.0 1.9 0.1 5 % Total cost of sales $ 99.5 $ 87.6 $ 11.9 14 % $ 232.9 $ 180.1 $ 52.8 29 % (1) See Share-Based Compensation below for discussion. Cost of sales, excluding share-based compensation. The increase in cost of sales for the three and six months ended June 30, 2026, as compared to the same periods in 2025, was primarily due to an increase in inventory reserve expense. Of these increased amounts for the three- and six-month periods, $7.5 million and $34.3 million, respectively, 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 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 Six Months Ended June 30, Dollar Change Percentage Change 2026 2025 2026 2025 Category: External research and development (1) $ 71.2 $ 62.4 $ 8.8 14 % $ 129.0 $ 119.6 $ 9.4 8 % Internal research and development (2) 54.0 55.9 (1.9) (3) % 112.3 104.2 8.1 8 % Share-based compensation expense (3) 10.9 8.1 2.8 35 % 16.3 15.0 1.3 9 % Other (4) 10.2 7.6 2.6 34 % 26.9 44.2 (17.3) (39) % Total research and development expense $ 146.3 $ 134.0 $ 12.3 9 % $ 284.5 $ 283.0 $ 1.5 1 % (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 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. The increase in research and development expense for the six 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 personnel expense due to growth in headcount, partially offset by a decrease in milestone payments for drug delivery device technologies. Quarterly Report 37 Table of Contents Part I. Financial Information Selling, General, and Administrative The table below summarizes selling, general, and administrative expense by major category (dollars in millions): Three Months Ended June 30, Dollar Change Percentage Change Six Months Ended June 30, Dollar Change Percentage Change 2026 2025 2026 2025 Category: General and administrative (1) $ 137.9 $ 131.1 $ 6.8 5 % $ 265.8 $ 250.6 $ 15.2 6 % Impairment of property, plant, and equipment ( PP&E ) — 21.7 (21.7) (100) % — 21.7 (21.7) (100) % Sales and marketing 37.3 31.0 6.3 20 % 66.0 57.6 8.4 15 % Share-based compensation expense (2) 31.5 28.7 2.8 10 % 59.0 52.7 6.3 12 % Total selling, general, and administrative expense $ 206.7 $ 212.5 $ (5.8) (3) % $ 390.8 $ 382.6 $ 8.2 2 % (1) Excluding impairment of PP&E. See Impairment of PP&E section below. (2) See Share-Based Compensation 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 and six months ended June 30, 2026, as compared to the same periods 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 and six months ended June 30, 2026, as compared to the same periods 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. The increase in sales and marketing expense for the six months ended June 30, 2026, as compared to the same period in 2025, was primarily due to: (1) an increase in consulting expenses; and (2) an increase in personnel expense due to growth in headcount. Share-Based Compensation The table below summarizes share-based compensation expense by major category (dollars in millions): Three Months Ended June 30, Dollar Change Percentage Change Six Months Ended June 30, Dollar Change Percentage Change 2026 2025 2026 2025 Category: Stock options $ 12.8 $ 11.1 $ 1.7 15 % $ 24.3 $ 19.6 $ 4.7 24 % Restricted stock units 29.7 26.0 3.7 14 % 51.2 49.4 1.8 4 % STAP awards — — — — % — (0.8) 0.8 100 % Employee stock purchase plan 0.9 0.7 0.2 29 % 1.8 1.4 0.4 29 % Total share-based compensation expense $ 43.4 $ 37.8 $ 5.6 15 % $ 77.3 $ 69.6 $ 7.7 11 % The table below summarizes share-based compensation expense by line item in our consolidated statements of operations (dollars in millions): 38 United Therapeutics, a public benefit corporation Table of Contents Part I. Financial Information Three Months Ended June 30, Dollar Change Percentage Change Six Months Ended June 30, Dollar Change Percentage Change 2026 2025 2026 2025 Cost of sales $ 1.0 $ 1.0 $ — — % $ 2.0 $ 1.9 $ 0.1 5 % Research and development 10.9 8.1 2.8 35 % 16.3 15.0 1.3 9 % Selling, general, and administrative 31.5 28.7 2.8 10 % 59.0 52.7 6.3 12 % Total share-based compensation expense $ 43.4 $ 37.8 $ 5.6 15 % $ 77.3 $ 69.6 $ 7.7 11 % Interest Income Interest income was $31.5 million and $51.3 million for the three months ended June 30, 2026 and 2025, respectively, and was $73.3 million and $102.4 million for the six months ended June 30, 2026 and 2025, respectively. The decrease in interest income in both periods 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. Other income (expense), net for the six months ended June 30, 2026 and 2025 was $33.0 million and $4.4 million in expense, respectively. The changes in both periods were primarily due to net unrealized gains and losses on equity securities. See Note 3— Investments and Note 4— Fair Value Measurements to our consolidated financial statements. Income Tax Expense Income tax expense for the six months ended June 30, 2026 and 2025 was $83.1 million and $200.2 million, respectively. Our effective income tax rate ( ETR ) for the six months ended June 30, 2026 and 2025 was 12 percent and 24 percent, respectively. Our ETR for the six months ended June 30, 2026 decreased compared to our ETR for the six months ended June 30, 2025, primarily due to increased excess tax benefits from share-based compensation. 2026 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 (plus the amount of any customary contingent settlement obligations that may arise upon the expiration or early termination of an accelerated share repurchase contract), which program expires on March 9, 2027. In connection with the repurchase program, in March 2026, we entered into the 2026 ASR agreements with Citibank, N.A. ( Citi ) which were comprised of a $750 million uncollared share repurchase agreement (the 2026 Uncollared ASR ) and a $750 million collared share repurchase agreement (the 2026 Collared ASR ). Under the 2026 ASR agreements, we made an aggregate upfront payment of $1.5 billion to Citi on March 11, 2026, and we received initial deliveries of 992,120 and 708,657 shares of our common stock, representing approximately 70 percent and 50 percent of the total shares that would be repurchased under the 2026 Uncollared ASR and 2026 Collared ASR, respectively, measured based on the closing price of our common stock on March 9, 2026. Upon completion of an agreed-upon hedging period and the subsequent determination of the minimum and maximum share amounts to be repurchased under the 2026 Collared ASR, we received an additional 463,682 shares of our common stock on March 30, 2026. The final settlement of the 2026 Uncollared ASR occurred in June 2026, and we received an additional 378,936 shares of our common stock upon settlement. The final settlement of the 2026 Collared ASR occurred in August 2026, and we received 215,948 shares of our common stock upon 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. The final number of shares that we ultimately repurchased pursuant to the 2026 Uncollared ASR was based on the average of the daily volume-weighted average price per share of our common stock during the repurchase period, less a discount and subject to adjustments pursuant to the terms and conditions of the 2026 Uncollared ASR. The final number of shares that we ultimately repurchased pursuant to the 2026 Collared ASR was based on the average of the daily volume-weighted average price per share of our common stock during the repurchase period, less a discount and subject to a collar provision establishing minimum and maximum share amounts and other adjustments pursuant to the terms and conditions of the 2026 Collared ASR. As of June 30, 2026, $500 million remained available under the share repurchase program authorized by our Board for purchases through March 9, 2027. Quarterly Report 39 Table of Contents Part I. Financial Information