{"url_path":"/sec/uthr/8-k/2026-06-29/item-5-02","section_key":"item-5-02","section_title":"Item 5.02 **","topic":"sec","document":{"doc_type":"8-K","doc_date":"2026-06-29","source_url":"https://www.sec.gov/Archives/edgar/data/1082554/0001104659-26-078865-index.html","accession_number":"0001104659-26-078865","cik":"0001082554","ticker":"UTHR","issuer_name":"UNITED THERAPEUTICS Corp","edgar_url":"https://www.sec.gov/Archives/edgar/data/1082554/0001104659-26-078865-index.html","primary_entity_key":"0001082554","primary_entity_name":"UNITED THERAPEUTICS Corp"},"word_count":491,"has_tables":true,"body_markdown":"**Item 5.02.**\n**Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.**\n\n \n\nAs described in Item 5.07 below, on June 26, 2026, at the 2026\nAnnual Meeting of Shareholders of United Therapeutics Corporation (the **Company**), the Company’s shareholders approved the\nUnited Therapeutics Corporation 2026 Stock Incentive Plan (the **2026 Plan**). The 2026 Plan had previously been approved by the Company’s\nBoard of Directors (the **Board**) upon the recommendation of its Compensation Committee. The effective date of the 2026 Plan is June 26,\n2026.\n\n \n\nThe 2026 Plan is administered by the Compensation Committee of the\nBoard, which is composed of independent directors. The purpose of the 2026 Plan is to stimulate the efforts of non-employee directors,\nofficers, employees, and other service providers, in each case who are selected to be participants in the 2026 Plan, by heightening the\ndesire of such persons to continue working toward and contributing to the success and progress of the Company. The 2026 Plan allows grants\nof stock options, stock appreciation rights, restricted stock, restricted stock units, and stock awards, any of which may be performance-based,\nand for incentive bonuses.\n\n \n\nThe Company will not grant any additional awards under the United Therapeutics\nCorporation Amended and Restated 2015 Stock Incentive Plan (the **Prior Plan**), and the number of shares remaining available under\nthe Prior Plan as of the effective date of the 2026 Plan will become available for grant under the 2026 Plan. Awards previously granted\nunder the Prior Plan are unaffected by the adoption of the 2026 Plan, and they remain outstanding under the terms pursuant to which they\nwere previously granted.\n\n \n\nPursuant to the 2026 Plan, the aggregate number of shares of our\ncommon stock that may be issued under the 2026 Plan equal (A) the sum of (i) the shares that remain available for grant\nunder the Prior Plan as of the effective date of the 2026 Plan plus (ii) 1,500,000 new shares, plus (B) shares subject to\noutstanding stock awards under the Prior Plan as of the date the 2026 Plan becomes effective that, after such date, are canceled,\nexpired, forfeited, or otherwise not issued under such an award granted under the Prior Plan and shares subject to awards granted\nunder the Prior Plan that are settled in cash. As of June 26, 2026, 2,413,730 shares remained available for future grant under\nthe Prior Plan and 4,941,655 shares were subject to outstanding awards under the Prior Plan.\n\n \n\nAdditional details regarding the 2026\nPlan are included in the Company’s Definitive Proxy Statement on Schedule 14A filed with the Securities and Exchange Commission\non April 29, 2026 (the **Proxy Statement**) under the heading *Proposal No. 3 — Approval of the United Therapeutics\nCorporation 2026 Stock Incentive Plan*. The foregoing summary is qualified in its entirety by the full text of the 2026 Plan, a copy\nof which is attached hereto as Exhibit 10.1 and incorporated herein by reference."}