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Public Benefit Corporation

United Therapeutics Is Now a Public Benefit Corporation

United Therapeutics Converts to a Public Benefit Corporation Following Shareholder Approval (September 30, 2021)

Our Culture

Since our inception — when our founder hoped to find treatments for her daughter’s rare condition — we have made clear that our ability to be a serial innovator and a focused operator depends on how genuinely we live our values. We believe that an inclusive, and even irreverent, culture makes clear to Unitherians that we want their creativity and value their differences that produce it.

United Therapeutics has always been committed to advancing the best interests of our patients, our employees, and our other stakeholders in order to create shareholder value. On September 30, 2021, our shareholders agreed, and approved the conversion of United Therapeutics into a public benefit corporation (PBC) — the first public biotech or pharmaceutical company to do so — which makes clear the strength of our commitment.

Mission Driven

By becoming a PBC, we have changed our certificate of incorporation to memorialize the way in which we already think about our business — not to change our mission, purpose, or the way we manage United Therapeutics. We believe that becoming a PBC will enhance our efforts to reach our goals because the conversion helps clarify and energize our commitment, strategy, and objectives for current and future employees, customers, regulators, and duration capital investors who are especially valuable for a company like ours with a long R&D pipeline. As we outline in our 2021 CSR Report, we remain crystal clear about our purpose and talk about it often — we are developing novel pharmaceutical therapies and seeking a cure for end-stage organ diseases by creating an unlimited supply of transplantable organs.

Our employees, whom we refer to as Unitherians, share our passion and commitment to meeting this mission. We maintain a vibrant, entrepreneurial culture, instilling Unitherians with a greater sense of ownership and meaning that we believe gives us an additional competitive advantage.

We have always felt that our duty to patients stands shoulder-to-shoulder with our duty to generate strong shareholder returns, while simultaneously addressing important sustainability priorities through our use of green-building technologies. In fact, in our experience the two are intertwined, as the former is what has enabled us to deliver the latter.

“We are inspired by our shareholders who recognize that caring for our patients, planet, employees, communities, and other stakeholders enhances our ability to generate strong shareholder returns. Becoming a PBC aligns United Therapeutics’ corporate structure with our foundational DNA and gives us a strong platform to advance our objectives of developing novel pharmaceutical therapies and finding a cure for end-stage organ diseases by creating an unlimited supply of transplantable organs.”

- Dr. Martine Rothblatt, Founder, Chairperson, and Chief Executive Officer

Frequently Asked Questions

What is a Public Benefit Corporation?

  • A public benefit corporation (PBC) is a for-profit corporation that, while creating value for shareholders, must also consider the best interests of those materially affected by the company’s conduct and the specific public benefit that it chooses to adopt in its charter. PBCs are intended to produce public benefits and to operate in a responsible and sustainable manner.

Now that United Therapeutics is a PBC, what comes next?

  • Now that we have converted to a PBC following shareholder approval to change our certificate of incorporation to add a specific public benefit purpose, we will report periodically on our efforts to further our public benefit purpose and the interests of those materially affected by our conduct, in addition to our existing corporate reporting.

Why did United Therapeutics become a PBC?

  • Converting to a PBC aligns our corporate form with the way we already do business. More specifically, we believe that converting to a PBC aligns with our longstanding commitment to our patients, the environment, and the communities in which we operate; enhances our ability to recruit and retain top talent; reinforces our credibility with healthcare providers, regulators, and other stakeholders; and may help us attract more of the rapidly growing pools of long-duration, ESG-screened capital that we value.
  • We therefore believe that the conversion will give us a stronger platform to create sustainable value for our shareholders and other stakeholders.

How will converting to a PBC impact United Therapeutics’ financial performance and goals?

  • We are not reducing, changing, or abandoning our ambitious growth objectives as a result of becoming a PBC. We believe that becoming a PBC will help us enhance shareholder returns.
  • We recently announced aggressive goals to increase the number of patients treated with our products. If achieved, our goals should result in significant financial returns for our shareholders—none of these goals, or the manner in which we pursue them, will change as a result of becoming a PBC.
  • We believe that our PBC conversion will support our ability to attract more long-term capital and ESG-screened investment capital—enhancing existing shareholders’ interests—and help us maintain a longer-term approach to a business that is ultimately more valuable for shareholders. We therefore believe that our PBC conversion can positively impact our long-term financial results.

What other public companies are PBCs?

  • Among others, Coursera, Broadway Financial, Veeva Systems, Laureate Education, Vital Farms, and Lemonade are all public company PBCs. There are also numerous private companies that are similarly organized, including Patagonia, Kickstarter, and wholly-owned subsidiaries of publicly-traded companies such as Method and Athleta—and our own Lung Biotechnology PBC subsidiary.
  • We are the first publicly-traded biotechnology or pharmaceutical company organized as a PBC.

Helpful Resources

United Therapeutics Converts to a Public Benefit Corporation following Shareholder Approval Press Release

Proxy Filing

Corporate Responsibility

Washington Business Journal - Md. biotech seeks backing for rare shift in its legal status

Forward-Looking Statements

Statements included in the “Public Benefit Corporation” page of the United Therapeutics Corporation website that are not historical in nature are “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements include, among others, statements relating to our ability to generate strong shareholder returns, our objective of finding a cure for end-stage organ diseases by creating an unlimited supply of transplantable organs, the anticipated benefits of the PBC conversion, our competitive advantages, our plans to report on our efforts to further our public benefit purpose and the interests of those materially affected by our conduct and our goals to increase the number of patients treated with our products. These forward-looking statements are subject to certain risks and uncertainties, such as those described in our periodic reports filed with the Securities and Exchange Commission, that could cause actual results to differ materially from anticipated results. Consequently, such forward-looking statements are qualified by the cautionary statements, cautionary language and risk factors set forth in our periodic reports and documents filed with the Securities and Exchange Commission, including our most recent Annual Report on Form 10-K, Quarterly Reports on Form 10-Q, and Current Reports on Form 8-K. We claim the protection of the safe harbor contained in the Private Securities Litigation Reform Act of 1995 for forward-looking statements. The information on this page was current as of September 30, 2021 and we assume no obligation to update or revise such information whether as a result of new information, future events, or any other reason.