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): ~~June~~July 2630, 2025

United Therapeutics Corporation

(Exact Name of Registrant as Specified in ~~its~~ Charter)

Delaware	~~000-26301~~	000-26301	~~52-1984749~~	52-1984749
(State or Other	(Commission		(I.R.S. Employer
(State or OtherJurisdiction ofIncorporation)		(CommissionFile Number)		(I.R.S. EmployerIdentification Number)
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~~

(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)~~	Trading Symbol(s)	~~Name of each exchange on which registered~~		Name of exchange on which registered
Common Stock, par value $0.01 per share		~~UTHR~~	UTHR	~~Nasdaq Global Select Market~~		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 52.02. Results ~~Departure~~ of ~~Directors~~Operations orand ~~Certain~~Financial ~~Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers~~Condition.

AsOn ~~described in Item 5.07 below, on June~~July 2630, 2025, ~~at the 2025 Annual Meeting of Shareholders of~~ United Therapeutics Corporation ~~(the~~issued ~~Company),~~a ~~the~~press ~~Company’s~~release ~~shareholders~~setting ~~approved~~forth an amendment and restatement (the 2025 Restatement) of the United Therapeutics Corporation Amended and Restated 2015 Stock Incentive Plan (the Plan). The 2025 Restatement had previously been approved by the Company’s Board of Directors (the Board) upon the recommendation of its ~~Compensation~~earnings ~~Committee.~~for ~~The effective date of~~ the ~~2025~~quarter ~~Restatement~~ended is June 26 30, 2025.

~~The~~A ~~Plan~~copy ~~is administered by the Compensation Committee~~ of the ~~Board, which~~press isrelease ~~comprised of independent directors. The purpose of the Plan~~ is toattached ~~stimulate~~hereto ~~the~~as efforts of non-employee directors, officers, employees, and other service providers, in each case who are selected to be participants in the Plan, by heightening the desire of such persons to continue working toward and contributing to the success and progress of the CompanyExhibit 99. ~~The Plan allows grants of stock options, stock appreciation rights, restricted stock, restricted stock units, and stock awards, any of which may be performance-based, and for incentive bonuses~~1.

~~The~~Item ~~2025 Restatement makes the following changes to the Plan:~~9.01. Exhibits

·This ~~increases~~information ~~the~~shall ~~maximum~~not ~~number~~be ofdeemed ~~shares~~to ofbe “filed” for the ~~Company’s~~purposes ~~common~~of ~~stock~~Section 18 ~~that~~of ~~may~~the beSecurities ~~issued~~Exchange ~~under~~Act ~~the~~of ~~Plan~~1934, byas ~~950~~amended,~~000~~ ~~shares;~~or ·otherwise ~~extends~~subject ~~the~~to ~~expiration~~liability ~~date~~under ofthat ~~the~~section, ~~Plan~~nor toshall ~~April~~it ~~24,~~be ~~2035;~~deemed ~~and~~incorporated ·by ~~revises~~reference into any filing under the ~~non-employee~~Securities ~~director~~Act ~~compensation~~of ~~program~~1933, toas ~~increase~~amended, ~~the~~except ~~Lead~~as ~~Independent~~shall ~~Director~~be ~~retainer~~expressly set forth by ~~$5,000~~specific ~~per~~reference ~~year~~in such filing.

~~Additional details regarding the Plan are included in the Company’s Definitive Proxy Statement on Schedule 14A filed with the Securities and Exchange Commission on April 29, 2025~~ (~~the Proxy Statement~~d) under the heading Proposal No. 3 — Approval of The Amendment and Restatement of The United Therapeutics Corporation Amended and Restated 2015 Stock Incentive Plan. The foregoing summary is qualified in its entirety by the full text of the Plan, a copy of which is attached hereto as Exhibit 10.1 and incorporated herein by reference. Exhibits

Item 5.07. Submission of Matters to a Vote of Security Holders.


Exhibit No.						Description of Exhibit

99.1						Press Release dated July 30, 2025
104						The cover page from this Current Report on Form 8-K, formatted in Inline XBRL.

On June 26, 2025, the Company held its 2025 Annual Meeting of Shareholders. The Company’s shareholders considered four matters, each of which is described in more detail in the Proxy Statement. The final voting results for the meeting are as follows:SIGNATURE

1.Pursuant ~~Election~~to the requirements of ~~directors~~the Securities Exchange Act of 1934, ~~each~~the registrant has duly caused this report to ~~serve~~be asigned ~~term~~on ofits ~~one~~behalf ~~year:~~by the undersigned hereunto duly authorized.

Nominee	Votes For		Votes Against	Abstentions	Broker Non-Votes
		UNITED THERAPEUTICS CORPORATION
Christopher Causey	34,893,687		5,296,661	16,365	1,296,357
Dated: July 30, 2025		By:		/s/ Paul A. Mahon
Raymond Dwek	36,254,579		3,935,774	16,360	1,296,357
		Name:		Paul A. Mahon
Richard Giltner	37,971,706		2,218,884	16,123	1,296,357
		Title:		General Counsel
Ray Kurzweil	38,353,526		1,836,845	16,342	1,296,357
Jan Malcolm	39,688,758		500,264	17,691	1,296,357
Linda Maxwell	39,715,114		474,450	17,149	1,296,357
Nilda Mesa	39,346,176		833,067	27,470	1,296,357
Judy Olian	39,832,045		357,023	17,645	1,296,357
Christopher Patusky	35,613,212		4,577,171	16,330	1,296,357
Martine Rothblatt	37,651,671		2,539,840	15,202	1,296,357
Louis Sullivan	36,302,169		3,875,030	29,514	1,296,357
Tommy Thompson	38,598,138		1,590,040	18,535	1,296,357

2. An advisory resolution to approve executive compensation:

Votes for:		38,413,776
Votes against:		1,763,712
Abstentions:		29,225
Broker non-votes:		1,296,357

3. Approval of the amendment and restatement of the United Therapeutics Corporation Amended and Restated 2015 Stock Incentive Plan:

Votes for:		36,901,484
Votes against:		3,277,695
Abstentions:		27,534
Broker non-votes:		1,296,357

4. Ratification of the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for 2025:

Votes for:		39,345,917
Votes against:		2,142,852
Abstentions:		14,301
Broker non-votes:		—

Item 9.01. Exhibits

(d) Exhibits
Exhibit No.		Description of Exhibit
10.1		United Therapeutics Corporation Amended and Restated 2015 Stock Incentive Plan
104		The cover page from this Current Report on Form 8-K, formatted in Inline XBRL

SIGNATURE

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

	UNITED THERAPEUTICS CORPORATION
Dated: June 27, 2025	By:	/s/ Paul A. Mahon
	Name:	Paul A. Mahon
	Title:	General Counsel

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