8-K – 2026-07-23 – tm2620809d1_8k.htm

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

 

 

FORM  8-K

 

CURRENT REPORT

Pursuant to Section 13 or 15 (d) of
the

Securities Exchange Act of 1934

 

Date of Report (Date of earliest event reported): 
July 22, 2026

 

United Therapeutics Corporation

(Exact Name of Registrant as Specified in
its Charter)

 

Delaware
 
000-26301
 
52-1984749

(State or Other
 
(Commission
 
(I.R.S. Employer

Jurisdiction of
 
File Number)
 
Identification Number)

Incorporation)
 
 
 
 

 

1000 Spring Street
 
 

Silver Spring , MD
 
20910

(Address of Principal Executive Offices)
 
(Zip Code)

 

Registrant’s telephone number, including
area code: ( 301 ) 608-9292

 

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

 

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

 

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

 

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

 

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

 

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

 

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

registered

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

 

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

 

Emerging
growth company       ¨

 

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

 

 

 

 

 

 

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of
Certain Officers.

 

On July 22, 2026, the Board of Directors (the Board )
of United Therapeutics Corporation (the Company ), acting upon the recommendation of its Nominating and Governance Committee, increased
the size of the Board to 13 members and appointed Victor Dzau, M.D., to serve as a member of the Board. The Board determined that Dr.
Dzau will not serve on a Board committee initially.

 

There is no arrangement or understanding between Dr. Dzau and any other
persons pursuant to which he was selected as a director of the Company. Since the beginning of the Company’s last fiscal year through
the present, there have been no transactions with the Company, and there are currently no proposed transactions with the Company, in which
the amount involved exceeds $120,000 and in which Dr. Dzau had or will have a direct or indirect material interest within the meaning
of Item 404(a) of Regulation S-K.

 

In connection with Dr. Dzau’s appointment to the Board, the
Company awarded him the following awards under the Company’s 2026 Stock Incentive Plan: (a) 380 restricted stock units and
1,190 stock options, representing his initial grant upon joining the Board, and (b) 350 restricted stock units and 1,110 stock
options, which are pro-rata grants representing the remainder of the 2026-2027 Board service year. These awards were
granted on July 22, 2026, in accordance with the Company’s standard non-employee director compensation program (the Director
Compensation Program ), as described in the Company’s definitive proxy statement for its 2026 annual meeting of
shareholders, filed with the Securities and Exchange Commission ( SEC ) on April 29, 2026. Dr. Dzau will be provided further
compensation for his services in accordance with the Director Compensation Program. Dr. Dzau and the Company also entered into the
Company’s standard indemnification agreement for directors and executive officers, effective July 22, 2026, the form of which
was filed with the SEC as Exhibit 10.1 to the Company’s Current Report on Form 8-K filed October 1, 2021.

 

Item 7.01. Regulation FD Disclosure.

 

A copy of the press release announcing Dr. Dzau’s appointment
is being furnished as Exhibit 99.1 to this Current Report on Form 8-K and incorporated herein by reference.

 

The information in this Item 7.01 and Exhibit
99.1 attached hereto are being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange
Act of 1934, as amended (the Exchange Act ), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated
by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act as amended, regardless of any general incorporation
language in such filing.

 

Item 9.01. Financial Statements and Exhibits.

 

(d)    Exhibits

 

Exhibit No.
Description of Exhibit

99.1
Press Release dated July 23, 2026

104
Cover page Interactive Data File - the cover page XBRL tags are embedded within the inline XBRL document.

 

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SIGNATURE

 

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

 

 
UNITED THERAPEUTICS CORPORATION

 
 

Dated: July 23, 2026
By:
/s/ Paul A. Mahon

 
Name:
Paul A. Mahon

 
Title:
General Counsel

 

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