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NASDAQ: UTHR UNITED THERAPEUTICS Corp 8-K

United Therapeutics appoints Victor Dzau, former National Academy of Medicine President, to Board

Filed July 23, 2026 · Period ending July 22, 2026 · ~1 min read

3 key changes 2 sections

Key Changes

  • medium

    Board expanded to 13 members with appointment of Victor Dzau, M.D., who recently completed 12-year tenure as President of the National Academy of Medicine and held leadership roles at Duke, Harvard, and Stanford.

    Item 5.02 — Departure of Directors or Certain Officers; Election of Directors; Compensation verify on EDGAR →
  • medium

    Appointment described as part of ongoing Board refreshment initiative to provide oversight as company works on transforming patient care and developing transplantable organs.

    Exhibit 99.1 view on EDGAR →
  • low

    Dr. Dzau received standard director compensation: 730 restricted stock units and 2,300 stock options (initial grant plus pro-rata for remainder of 2026-2027 Board service year).

    Item 5.02 — Departure of Directors or Certain Officers; Election of Directors; Compensation verify on EDGAR →

Summary

United Therapeutics expanded its Board to 13 members with the appointment of Victor Dzau, M.D., effective July 22, 2026. Dr. Dzau brings significant healthcare leadership credentials, having just completed a 12-year tenure as President of the National Academy of Medicine and previously serving as Chancellor for Health Affairs at Duke University and in senior roles at Harvard and Stanford.

His research laid the foundation for ACE inhibitors and he has pioneered work in gene therapy for vascular disease and cardiac regeneration. The company frames this appointment as part of a deliberate Board refreshment effort aimed at providing oversight for its mission to develop transplantable organs and organ alternatives. Dr. Dzau will not initially serve on any Board committees.

He received equity compensation consistent with the company's standard non-employee director program: 730 restricted stock units and 2,300 stock options, split between an initial grant and a pro-rata award for the remainder of the current Board service year. For a biotech focused on organ transplantation and regenerative medicine, adding a director with Dr. Dzau's academic medicine leadership background and research credentials in cardiovascular therapeutics represents a logical governance evolution.

Section-by-Section Diff

Event · Item 5.02 — Departure of Directors or Certain Officers; Election of Directors; Compensation

~400 words

United Therapeutics appointed Victor Dzau, M.D., to its Board of Directors, expanding the Board to 13 members.

2 Added
Added Board expansion and director appointment medium

Added in current filing · verify on EDGAR →

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 expanded from 12 to 13 members and appointed Dr. Victor Dzau as a new director, effective July 22, 2026. Dr. Dzau will not initially serve on any Board committee. The appointment followed a recommendation from the Nominating and Governance Committee.

Show 1 minor / wording change
Added Director compensation low

Added in current filing · verify on EDGAR →

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.

Dr. Dzau received equity compensation totaling 730 restricted stock units and 2,300 stock options. The awards consist of an initial grant (380 RSUs and 1,190 options) plus a pro-rata grant for the remainder of the 2026-2027 Board service year (350 RSUs and 1,110 options). These grants align with the Company's standard non-employee director compensation program.

Event · Exhibit 99.1

2 Added
Added Dr. Dzau background and credentials medium

Added in current filing · view on EDGAR →

Dr. Dzau recently completed a 12-year tenure as President of the National Academy of Medicine (NAM) and formerly served as Chancellor for Health Affairs at Duke University, President and CEO of the Duke University Health System, and Chairman of Medicine at Harvard and Stanford Universities. His term with NAM expired at the end of June 2026, and in July 2026 he returned to Duke University as James B. Duke Distinguished Professor of Medicine, Chancellor Emeritus for Health Affairs, and Director of the Mandel Center. He also serves as Co-Chair of the G20 High-Level Independent Panel on Financing Pandemic Preparedness and Response.

Dr. Dzau brings extensive healthcare leadership experience, having led the National Academy of Medicine for 12 years and held senior positions at major academic medical institutions. His research laid the foundation for ACE inhibitors and he has pioneered work in gene therapy for vascular disease and cardiac regeneration. He currently serves on the G20 High-Level Independent Panel on Financing Pandemic Preparedness and Response.

Added Board refreshment initiative medium

Added in current filing · view on EDGAR →

Dr. Dzau’s addition to our Board is the latest step in our concerted Board refreshment effort, as we work to provide oversight and support of a company working on transforming patient care.

The company characterizes Dr. Dzau's appointment as part of an ongoing, deliberate Board refreshment initiative. The Nominating and Governance Committee Chairperson stated this effort aims to provide oversight and support for the company's work in transforming patient care and pursuing its mission of developing transplantable organs and organ alternatives.

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Figures/quotes linked to EDGAR · Narrative written by AI · Jul 24, 2026 · How we verify