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MannKind Corp (MNKD) executive vests 93,790 shares, with 65,808 withheld for taxes

(Neutral)
(Neutral)
Form Type
4

Rhea-AI Filing Summary

MannKind Corp’s Chief People & Workplace Officer, Stuart A. Tross, reported a set of equity compensation events dated July 15, 2026. A previously granted performance restricted stock unit award vested upon meeting pre-set goals, delivering 93,790 shares of common stock, representing 83% of the original 113,000-share target; the remaining 19,210 shares were forfeited under the performance criteria.

To cover tax obligations related to this vesting, a total of 65,808 shares of common stock were withheld or delivered at $4.09 per share in several transactions coded “F.” After these transactions, Tross directly held 1,123,950 shares of MannKind common stock, which includes 4,038 shares acquired under the company’s Employee Stock Purchase Plan on June 30, 2026. The vesting performance conditions referenced MannKind’s share price and a total shareholder return at the 41.5th percentile versus the Russell 3000 Pharmaceutical & Biotechnology Index.

Positive

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Negative

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Insider Tross Stuart A
Role Chief People & Workpl Officer
Type Security Shares Price Value
Exercise Performance Restricted Stock Unit 93,790 $0.00 --
Exercise Common Stock, $0.01 Par Value 93,790 $0.00 --
Tax Withholding Common Stock, $0.01 Par Value 33,652 $4.09 $138K
Tax Withholding Common Stock, $0.01 Par Value 8,253 $4.09 $34K
Tax Withholding Common Stock, $0.01 Par Value 11,572 $4.09 $47K
Tax Withholding Common Stock, $0.01 Par Value 12,331 $4.09 $50K
Holdings After Transaction: Performance Restricted Stock Unit — 0 shares (Direct); Common Stock, $0.01 Par Value — 1,123,950 shares (Direct)
Footnotes (1)
  1. A previously reported restricted stock unit award granted on May 25, 2023 vested on July 15, 2026 upon the achievement of performance objectives established by MannKind's compensation committee at the time of the approval of the award. Specifically, (i) the closing price of MannKind's common stock on June 30, 2026 was not less than the closing price on May 25, 2023 and (ii) MannKind's total shareholder return (TSR) over the period from May 23, 2023 to June 30, 2026 was at the 41.5th percentile of the TSR of the Russell 3000 Pharmaceutical & Biotechnology Index over the same period. As a result, the performance objective was achieved at 83% of target, resulting in a total share delivery of 93,790 shares. The acquisition of 113,000 shares pursuant to the restricted stock award was reported in Table II of the Form 4 filed by the Reporting Person on May 26, 2023. The remaining 19,210 shares were forfeited in accordance with the performance vesting criteria. Includes 4,038 shares acquired under the Issuer's Employee Stock Purchase Plan on June 30, 2026. Payment of exercise price or tax liability by delivering or withholding securities incident to the receipt, exercise or vesting of a security issued in accordance with Rule 16b-3 incident to the vesting of previously reported restricted stock units. Each restricted stock unit represents a contingent right to receive one share of MNKD common stock.
Shares delivered on vesting 93,790 shares Performance restricted stock unit award delivering common stock on July 15, 2026
Tax-withholding shares 65,808 shares Shares withheld or delivered to cover tax obligations at $4.09 per share
Post-transaction holdings 1,123,950 shares Direct MannKind common stock held by Stuart A. Tross after transactions
Performance vesting level 83% of target Portion of 113,000 performance RSUs that vested, with remaining units forfeited
Forfeited performance RSUs 19,210 units Unvested portion of the original 113,000-unit performance award forfeited
Total shareholder return percentile 41.5th percentile MannKind TSR vs. Russell 3000 Pharmaceutical & Biotechnology Index over measurement period
ESPP shares acquired 4,038 shares Shares acquired under MannKind’s Employee Stock Purchase Plan on June 30, 2026
Withholding price $4.09 per share Price applied to common stock used for tax-withholding dispositions
Performance Restricted Stock Unit financial
"The security title includes "Performance Restricted Stock Unit" for the derivative award."
total shareholder return (TSR) financial
"MannKind's total shareholder return (TSR) was at the 41.5th percentile."
Total shareholder return (TSR) measures how much an investment in a company's stock has grown over a specific period by combining the change in the share price and all dividends paid, expressed as a percentage. Think of it like tracking the total balance of a savings jar that increases both from added cash (dividends) and a rising sticker price on the jar (share price); investors use TSR to compare how well different stocks or managers deliver real, money-in-hand returns.
Employee Stock Purchase Plan financial
"Includes 4,038 shares acquired under the Issuer's Employee Stock Purchase Plan."
An employee stock purchase plan is a company program that lets workers buy shares through small payroll deductions, often at a discount to the market price and after a set offering period. Think of it like a workplace savings plan that turns into ownership: it encourages employees to share in the company’s success and can create predictable buying or selling of stock that investors watch because it affects supply, demand and employee incentives.
Rule 16b-3 regulatory
"Securities withheld incident to vesting of units issued in accordance with Rule 16b-3."
Rule 16b-3 is a Securities and Exchange Commission regulation that exempts certain routine, pre-approved transactions by company insiders from automatic liability for short-term trading profits. It acts like a safe harbor: if an insider follows a formal plan or the board approves specific transactions in advance, profits from buying and selling company stock within six months are not automatically reclaimed. Investors care because the rule clarifies when insider trades are permissible and reduces uncertainty about potential clawbacks.
Russell 3000 Pharmaceutical & Biotechnology Index financial
"TSR compared against the Russell 3000 Pharmaceutical & Biotechnology Index."

AI-generated analysis. How Rhea-AI works. Not financial advice.

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FAQ

What did MannKind (MNKD) executive Stuart A. Tross report in this Form 4?

Stuart A. Tross reported the vesting of a performance restricted stock unit award delivering 93,790 shares of MannKind common stock and related tax-withholding share dispositions. These events reflect equity compensation mechanics rather than open-market purchases or sales.

How many MannKind (MNKD) shares vested for Stuart A. Tross and at what performance level?

The performance award delivered 93,790 shares of MannKind common stock, representing 83% of the 113,000-share target. The remaining 19,210 shares were forfeited under the plan’s performance-vesting criteria tied to stock price and total shareholder return.

How many MannKind (MNKD) shares were withheld for taxes in Tross’s July 15, 2026 transactions?

A total of 65,808 shares of MannKind common stock were withheld or delivered to satisfy tax obligations at $4.09 per share. These transactions were coded “F,” indicating tax-withholding dispositions related to the vesting equity award.

What is Stuart A. Tross’s MannKind (MNKD) share ownership after these Form 4 transactions?

Following the reported vesting and tax-withholding transactions, Stuart A. Tross directly held 1,123,950 shares of MannKind common stock. This figure includes 4,038 shares acquired under the company’s Employee Stock Purchase Plan on June 30, 2026.

What performance conditions triggered the MannKind (MNKD) RSU vesting for Stuart A. Tross?

Vesting required MannKind’s June 30, 2026 closing stock price to be at least the May 25, 2023 price and total shareholder return at the 41.5th percentile versus the Russell 3000 Pharmaceutical & Biotechnology Index, resulting in 83% of target vesting.

What happened to the unvested portion of the MannKind (MNKD) performance RSUs for Tross?

Of the original 113,000 performance restricted stock units granted, 19,210 units were forfeited. The award vested at 83% of target, delivering 93,790 shares of MannKind common stock, with each unit representing a right to one share.
SEC Form 4
FORM 4UNITED 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*
Tross Stuart A

(Last)(First)(Middle)
1 CASPER STREET

(Street)
DANBURY CONNECTICUT 06810

(City)(State)(Zip)

UNITED STATES

(Country)
2. Issuer Name and Ticker or Trading Symbol
MANNKIND CORP [ MNKD ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director10% Owner
XOfficer (give title below)Other (specify below)
Chief People & Workpl Officer
2a. Foreign Trading Symbol
3. Date of Earliest Transaction (Month/Day/Year)
07/15/2026
6. Individual or Joint/Group Filing (Check Applicable Line)
XForm filed by One Reporting Person
Form filed by More than One Reporting Person
4. If Amendment, Date of Original Filed (Month/Day/Year)

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)
CodeVAmount(A) or (D)Price
Common Stock, $0.01 Par Value07/15/2026M(1)93,790A$01,123,950(2)D
Common Stock, $0.01 Par Value07/15/2026F(3)33,652D$4.091,090,298D
Common Stock, $0.01 Par Value07/15/2026F(3)8,253D$4.091,082,045D
Common Stock, $0.01 Par Value07/15/2026F(3)11,572D$4.091,070,473D
Common Stock, $0.01 Par Value07/15/2026F(3)12,331D$4.091,058,142D
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)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Performance Restricted Stock Unit(4)07/15/2026M(1)93,790 (1) (1)Common Stock, $0.01 Par Value93,790$00(1)D
Explanation of Responses:
1. A previously reported restricted stock unit award granted on May 25, 2023 vested on July 15, 2026 upon the achievement of performance objectives established by MannKind's compensation committee at the time of the approval of the award. Specifically, (i) the closing price of MannKind's common stock on June 30, 2026 was not less than the closing price on May 25, 2023 and (ii) MannKind's total shareholder return (TSR) over the period from May 23, 2023 to June 30, 2026 was at the 41.5th percentile of the TSR of the Russell 3000 Pharmaceutical & Biotechnology Index over the same period. As a result, the performance objective was achieved at 83% of target, resulting in a total share delivery of 93,790 shares. The acquisition of 113,000 shares pursuant to the restricted stock award was reported in Table II of the Form 4 filed by the Reporting Person on May 26, 2023. The remaining 19,210 shares were forfeited in accordance with the performance vesting criteria.
2. Includes 4,038 shares acquired under the Issuer's Employee Stock Purchase Plan on June 30, 2026.
3. Payment of exercise price or tax liability by delivering or withholding securities incident to the receipt, exercise or vesting of a security issued in accordance with Rule 16b-3 incident to the vesting of previously reported restricted stock units.
4. Each restricted stock unit represents a contingent right to receive one share of MNKD common stock.
/s/ Stuart A. Tross07/17/2026
** Signature of Reporting PersonDate
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.
* Form 4: SEC 1474 (03-26)