Harmony Biosciences (HRMY) CFO gets major option and RSU grants

Rhea-AI Filing Summary

Harmony Biosciences Holdings, Inc. chief financial officer Sandip Kapadia reported several equity compensation transactions. On January 22, 2026, he received a stock option for 42,600 shares of common stock at an exercise price of $36.76, and 12,200 restricted stock units (RSUs), both vesting over multiple years subject to continued service.

On January 24, 2026, 3,813 RSUs previously granted on January 24, 2024 vested and converted into the same number of common shares. Of these, 2,239 shares were withheld at $36.82 per share to cover taxes, leaving 1,574 shares of common stock directly held. On January 25, 2026, 4,725 RSUs from a January 25, 2025 grant vested, with 2,553 shares withheld for taxes at $36.82 per share and 2,172 shares retained as common stock.

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Kapadia Sandip

(Last) (First) (Middle)

C/O HARMONY BIOSCIENCES HOLDINGS, INC.

630 W GERMANTOWN PIKE, SUITE 215

(Street)

PLYMOUTH MEETING PA 19462

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Harmony Biosciences Holdings, Inc. [ HRMY ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	CHIEF FINANCIAL OFFICER

3. Date of Earliest Transaction (Month/Day/Year)
01/22/2026

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock	01/24/2026		M		3,813	A	$0	3,813	D
Common Stock(1)	01/24/2026		F		2,239	D	$36.82	1,574	D
Common Stock	01/25/2026		M		4,725	A	$0	4,725	D
Common Stock(1)	01/25/2026		F		2,553	D	$36.82	2,172	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Stock Option	$36.76	01/22/2026		A		42,600		(2)	01/22/2036	Common Stock	42,600	$0	42,600	D
Restricted Stock Units	(3)	01/22/2026		A		12,200		(3)	(3)	Common Stock	12,200	$0	12,200	D
Restricted Stock Units(4)	(4)	01/24/2026		M			3,813	(4)	(4)	Common Stock	3,813	$0	7,625	D
Restricted Stock Units(5)	(5)	01/25/2026		M			4,725	(5)	(5)	Common Stock	4,725	$0	14,175	D

Explanation of Responses:

1. Shares withheld by the Issuer to satisfy required income tax withholdings pursuant to the vesting of restricted stock units on their scheduled vesting date.

2. The stock option vests with respect to 25% of the underlying shares on January 22, 2027, with the remaining shares vesting ratably on a quarterly basis thereafter until the fourth anniversary of the grant date, subject to the Reporting Person's continued service through each applicable vesting date.

3. The restricted stock units shall vest in four equal annual installments beginning on January 22, 2027, subject to the Reporting Person's continued service through each applicable vesting date. Each restricted stock unit represents a contingent right to receive one share of the Issuer's Common Stock and has no expiration date.

4. This award of restricted stock units was previously granted on January 24, 2024. The restricted stock units shall vest in four equal annual installments beginning on January 24, 2025, subject to the Reporting Person's continued service through each applicable vesting date. Each restricted stock unit represents a contingent right to receive one share of the Issuer's Common Stock and has no expiration date.

5. This award of restricted stock units was previously granted on January 25, 2025. The restricted stock units shall vest in four equal annual installments beginning on January 25, 2026, subject to the Reporting Person's continued service through each applicable vesting date. Each restricted stock unit represents a contingent right to receive one share of the Issuer's Common Stock and has no expiration date.

	/s/ Christian Ulrich, Attorney-in-Fact	01/26/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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FAQ

What insider activity did Harmony Biosciences (HRMY) report for its CFO?

Sandip Kapadia, the chief financial officer, reported new equity awards and RSU vesting events, including stock options, restricted stock units, and shares withheld for taxes.

How many stock options did the Harmony Biosciences CFO receive?

On January 22, 2026, the CFO received a stock option for 42,600 shares of Harmony Biosciences common stock with an exercise price of $36.76 per share.

What restricted stock units were granted to the Harmony Biosciences CFO?

On January 22, 2026, the CFO was granted 12,200 restricted stock units, each representing a contingent right to one share of common stock, vesting in four equal annual installments beginning January 22, 2027.

What happened on January 24, 2026 with the CFO’s Harmony Biosciences RSUs?

On January 24, 2026, 3,813 RSUs from a January 24, 2024 grant vested into common stock. 2,239 shares were withheld at $36.82 per share for income tax obligations, and 1,574 shares remained directly held.

What happened on January 25, 2026 with the CFO’s Harmony Biosciences RSUs?

On January 25, 2026, 4,725 RSUs from a January 25, 2025 grant vested. 2,553 shares were withheld at $36.82 per share for taxes, and 2,172 shares of common stock remained directly held.

Were the Harmony Biosciences CFO’s withheld shares open-market sales?

No. The filing explains that the shares marked with transaction code "F" were withheld by the issuer to satisfy required income tax withholdings in connection with RSU vesting.

How do the Harmony Biosciences CFO’s new equity awards vest over time?

The stock option vests 25% on January 22, 2027, with the rest vesting quarterly until the fourth anniversary. The 12,200 RSUs vest in four equal annual installments starting January 22, 2027, subject to continued service.