Harmony Biosciences (HRMY) CEO granted stock options, RSUs and withholds shares for taxes

Rhea-AI Filing Summary

Harmony Biosciences Holdings, Inc. reported equity compensation and related share activity for President and CEO Jeffrey M. Dayno. On January 22, 2026, he received a stock option for 184,600 shares of common stock at an exercise price of $36.76, vesting 25% on January 22, 2027 and the rest quarterly until the fourth anniversary of the grant. He was also granted 52,900 restricted stock units (RSUs) that vest in four equal annual installments beginning January 22, 2027.

On January 24, 2026, 10,500 shares of common stock were issued upon vesting of previously granted RSUs, and 4,785 shares were withheld at $36.82 per share to satisfy tax obligations, leaving 5,715 shares held directly. On January 25, 2026, an additional 13,000 shares were issued from RSU vesting, with 5,654 shares withheld at $36.82 for taxes, leaving 7,346 shares held directly.

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

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

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^*

Dayno Jeffrey M.

(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)

X	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	PRESIDENT, CEO

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		10,500	A	$0	10,500	D
Common Stock(1)	01/24/2026		F		4,785	D	$36.82	5,715	D
Common Stock	01/25/2026		M		13,000	A	$0	13,000	D
Common Stock(1)	01/25/2026		F		5,654	D	$36.82	7,346	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		184,600		(2)	01/22/2036	Common Stock	184,600	$0	184,600	D
Restricted Stock Units	(3)	01/22/2026		A		52,900		(3)	(3)	Common Stock	52,900	$0	52,900	D
Restricted Stock Units(4)	(4)	01/24/2026		M			10,500	(4)	(4)	Common Stock	10,500	$0	21,000	D
Restricted Stock Units(5)	(5)	01/25/2026		M			13,000	(5)	(5)	Common Stock	13,000	$0	39,000	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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

FAQ

What insider activity did HRMY CEO Jeffrey Dayno report on this Form 4?

Jeffrey M. Dayno, President, CEO and director of Harmony Biosciences Holdings, Inc. (HRMY), reported new stock option and RSU awards, plus share issuances and tax-related share withholdings linked to vesting restricted stock units.

How many stock options did the HRMY CEO receive and at what price?

On January 22, 2026, the CEO received a stock option covering 184,600 shares of Harmony Biosciences common stock with an exercise price of $36.76 per share.

What are the vesting terms of the new HRMY stock option grant?

The stock option vests 25% on January 22, 2027, with the remaining shares vesting ratably on a quarterly basis until the fourth anniversary of the grant date, subject to the CEO’s continued service.

How many new restricted stock units were granted to the HRMY CEO?

On January 22, 2026, the CEO was granted 52,900 restricted stock units, which vest in four equal annual installments beginning on January 22, 2027, assuming continued service.

Were any HRMY shares sold in the open market in this Form 4?

The filing shows 4,785 and 5,654 shares of common stock withheld at $36.82 per share on January 24 and 25, 2026, respectively, to satisfy income tax withholdings on vesting RSUs; these are issuer withholdings, not open-market sales.

How many HRMY shares did the CEO hold directly after the January 2026 transactions?

Following the January 24, 2026 tax withholding, he held 5,715 shares directly, and after the January 25, 2026 transactions, he held 7,346 shares of common stock directly.

What are the vesting schedules of the previously granted HRMY RSU awards referenced in this Form 4?

RSUs granted on January 24, 2024 vest in four equal annual installments beginning January 24, 2025, and RSUs granted on January 25, 2025 vest in four equal annual installments beginning January 25, 2026, each subject to continued service.