Financial Analysis

Acquisitions Asset Acquisition In October 2023, we acquired all the outstanding equity of IVIVA, an early-stage company focused on developing manufactured kidney products, in exchange for an upfront cash payment of approximately $50.0 million. In addition to the upfront payment, the transaction consideration includes potential earnout consideration, payable in cash, structured as a two percent royalty on net sales of IVIVAs kidney products, subject to certain reductions. The transaction was accounted for as an asset acquisition as substantially all of the fair value was concentrated in a single IPR&D asset we acquired. We allocated $46.0 million of the purchase price to the IPR&D and recorded the expense within research and development in our consolidated statements of operations for the year ended December 31, 2023. For tax purposes, the purchase price allocated to the IPR&D is not deductible and was capitalized into the tax basis of the equity we acquired. We also recorded an intangible asset of $1.3 million related to the asset acquisition and recorded the amount within goodwill and other intangible assets, net in our consolidated balance sheet as of December 31, 2023. Business Combination On October 29, 2023, we entered into an Agreement and Plan of Merger (the Merger Agreement ) with Miromatrix Medical Inc. ( Miromatrix ), a publicly traded company developing bioengineered kidney and liver alternative products. On December 13, 2023, we completed the transacti …

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Commitments and Contingencies Leases We lease facilities and equipment under operating lease arrangements that have terms expiring at various dates through 2043. Certain lease arrangements include renewal options and escalation clauses. In addition, various lease agreements to which we are party require that we comply with certain customary covenants throughout the term of these leases. If we are unable to comply with these covenants and cannot reach a satisfactory resolution in the event of noncompliance, these agreements could terminate. Future minimum lease payments under non-cancelable operating leases as of December 31, 2025, are as follows (in millions): Year Ending December 31, 2026 $ 7.3 2027 7.2 2028 6.9 2029 6.1 2030 4.6 Thereafter 5.5 Total $ 37.6 Total operating lease expense was $8.9 million, $7.6 million, and $5.7 million for the years ended December 31, 2025, 2024, and 2023, respectively. The amounts recorded in operating lease expense include short-term leases, which are immaterial. In August 2021, we entered into a commercial supply agreement ( Supply Agreement ) with MannKind Corporation ( MannKind ), which was later amended. Pursuant to the Supply Agreement, MannKind is responsible for manufacturing and supplying Tyvaso DPI to us. Unless earlier terminated, the initial term of the Supply Agreement continues until December 31, 2031 and will thereafter be renewed automatically for additional, successive two-year terms unless either party provides notice of no …

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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). The facility will mature on April 25, 2030, subject to the lenders ability to extend the maturity date by one year if we request such an extension in accordance with the terms of the 2025 Credit Agreement, up to a maximum of two such extensions. At our option, amounts borrowed under the 2025 Credit Agreement bear interest at either an adjusted Term Secured Overnight Finance 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 sec …

DebtDisclosureTextBlock · excerpt; the full note is in the filing

Share-Based Compensation As of December 31, 2025, we have one shareholder-approved equity incentive plan: the United Therapeutics Corporation Amended and Restated 2015 Stock Incentive Plan (as amended to date, the 2015 Plan ). The 2015 Plan provides for the issuance of up to 14,770,000 shares of our common stock pursuant to awards granted under the 2015 Plan, which includes 950,000 shares that were added pursuant to an amendment and restatement of the 2015 Plan approved by our shareholders in June 2025. 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 2015 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 years ended December 31, 2025, 2024, and 2023, we issued stock options and RSUs to certain executives with vesting conditions tied to the achievement of specified perf …

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Fair Value Measurements Assets and liabilities subject to fair value measurements are required to be disclosed within a fair value hierarchy. The fair value hierarchy ranks the quality and reliability of inputs used to determine fair value. Accordingly, assets and liabilities carried at, or permitted to be carried at, fair value are classified within the fair value hierarchy in one of the following categories based on the lowest level input that is significant in measuring fair value: Level 1Fair value is determined by using unadjusted quoted prices that are available in active markets for identical assets and liabilities. Level 2Fair value is determined by using inputs other than Level 1 quoted prices that are directly or indirectly observable. Inputs can include quoted prices for similar assets and liabilities in active markets or quoted prices for identical assets and liabilities in inactive markets. Related inputs can also include those used in valuation or other pricing models such as interest rates and yield curves that can be corroborated by observable market data. Level 3Fair value is determined by using inputs that are unobservable and not corroborated by market data. Use of these inputs involves significant and subjective judgment. We account for certain assets and liabilities at fair value and classify these assets and liabilities within the fair value hierarchy. Our other current assets and other current liabilities have fair values that approximate their carrying …

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Income Taxes Components of income from continuing operations before income taxes include (in millions): Year Ended December 31, 2025 2024 2023 United States $ 1,708.4 $ 1,540.5 $ 1,270.4 Foreign 5.5 (1.5) 3.9 Income before income taxes $ 1,713.9 $ 1,539.0 $ 1,274.3 Components of income tax expense consist of the following (in millions): Year Ended December 31, 2025 2024 2023 Current: Federal $ 208.8 $ 326.4 $ 287.2 State 71.5 80.8 66.6 Foreign 1.2 0.8 0.1 Total current 281.5 408.0 353.9 Deferred Federal 85.7 (56.7) (43.8) State 12.5 (7.4) (20.1) Foreign (0.5) (0.5) Total deferred 97.7 (64.1) (64.4) Total income tax expense $ 379.2 $ 343.9 $ 289.5 Presented below is a reconciliation of income tax expense computed at the statutory federal tax rate of 21 percent in 2025, 2024, and 2023 to income tax expense as reported (in millions): Year Ended December 31, 2025 2024 2023 Amount Percent Amount Percent Amount Percent U.S. Federal statutory tax rate $ 359.9 21.0 % $ 323.2 21.0 % $ 267.6 21.0 % State and local income taxes, net of federal income tax effect (1) 58.7 3.4 % 47.6 3.1 % 37.4 2.9 % Excess tax benefits from share-based compensation (41.6) (2.4) % (27.1) (1.8) % (17.7) (1.4) % Tax credits: Research and development tax credits (26.6) (1.6) % (27.2) (1.8) % (19.0) (1.5) % Other tax credits % (0.5) % (1.6) (0.1) % Nontaxable or nondeductible items: Nondeductible compensation 19.4 1.1 % 17.0 1.1 % 3.9 0.3 % Other nontaxable or nondeductible items 6.3 0.4 % 4.1 0.3 % 14.0 1.1 % …

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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 Sandozs 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 plaintiffs a non-exclusive, …

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Accounting Standards Adopted In December 2023, the FASB issued Accounting Standards Update ( ASU ) 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures , enhancing the required disclosures primarily related to the annual income tax rate reconciliation and income taxes paid. This ASU requires an entitys income tax rate reconciliation to provide additional information for reconciling items meeting a quantitative threshold, and to disclose certain selected categories within the income tax rate reconciliation. This ASU also requires entities to disclose the amount of income taxes paid, disaggregated by federal, state, and foreign taxes. This ASU is effective for this Annual Report on Form 10-K for the year ended December 31, 2025. The adoption of ASU 2023-09 expands our income tax disclosures, but has no impact on reported income tax expense or related tax assets or liabilities. We adopted the new standard on a retrospective basis for the annual period ended December 31, 2025, with no material impact on our consolidated financial statements. See Note 10 Income Taxes. 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 …

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Employee Benefit Plans Supplemental Executive Retirement Plan We maintain the SERP to provide retirement benefits to certain senior members of our management team. Participants who retire at age 60 or older are eligible to receive either monthly payments or a lump sum payment based on an average of their total gross base salary over the last 36 months of active employment, subject to certain adjustments. Related benefit payments commence on the first day of the six th month after retirement. Participants who elect to receive monthly payments will continue to receive payments through the remainder of their lives. Alternatively, participants who elect to receive a lump sum distribution will receive a payment equal to the present value of the estimated monthly payments that would have been received upon retirement. As of December 31, 2025 and 2024, all SERP participants had elected to receive a lump sum distribution. Participants who terminate employment for any reason other than death, disability, or change in control prior to age 60 will not be entitled to receive any benefits under the SERP. Because we do not fund the SERP, we recognize a liability equal to the projected benefit obligation as measured at the end of each fiscal year. A reconciliation of the beginning and ending balances of the projected benefit obligation is presented below (in millions): Year Ended December 31, 2025 2024 Projected benefit obligation at the beginning of the year $ 52.1 $ 48.8 Service cost 2.0 …

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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 . 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 . 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): Year Ended December 31, 2025 Tyvaso DPI Nebulized Tyvaso Remodulin (1) Orenitram Unituxin Adcirca Other Total Total revenues $ 1,292.5 $ 585.7 $ 526.8 $ 496.9 $ 226.8 $ 30.0 $ 24.0 $ 3,182.7 Cost of sales 210.6 27.2 49.3 28.7 17.5 13.1 38.0 384.4 Gross profit (loss) $ 1,081.9 $ 558.5 $ 477.5 $ 468.2 $ 209.3 $ 16.9 $ (14.0) $ 2,798. …

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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 then-current offering period were issued. The components of basic and diluted earnings per common share comprised the following (in millions, except per share amounts): Year Ended December 31, 2025 2024 2023 Numerator: Net income $ 1,334.7 $ 1,195.1 $ 984.8 Denominator: Weighted average outstanding shares basic 44.3 45.2 46.8 Effect of dilutive securities (1) : Stock options, RSUs, and ESPP (2) 3.6 3.3 2.9 Weighted average shares diluted (2) 47.9 48.5 49.7 Net income per common share: Basic $ 30.13 $ 26.44 $ 21.04 Diluted $ 27.86 $ 24.64 $ 19.81 Stock options and RSUs excluded from calculation (2) 0.2 0.4 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. 2025 Share Repurchase In July 2025, …

StockholdersEquityNoteDisclosureTextBlock · excerpt; the full note is in the filing