MannKind (MNKD) CEO receives large PRSU and stock option grants tied to TSR

Rhea-AI Filing Summary

MannKind Corp Chief Executive Officer Michael Castagna received new equity compensation awards. He was granted 796,000 performance-based restricted stock units, each representing the right to receive one share of common stock. The actual shares that vest on January 15, 2029 can range from 0% to 300% of this target, based on MannKind’s total shareholder return from April 1, 2026 to December 31, 2028 versus the Russell 3000 Pharmaceutical & Biotechnology Index.

He was also granted stock options for 782,000 shares of common stock at an exercise price of $2.4400 per share, expiring on March 23, 2036. These options vest 25% on March 23, 2027 and the remaining portion in equal quarterly installments over four years.

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

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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^*

Castagna Michael

(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)

X	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	Chief Executive Officer

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
03/23/2026

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

X	Form 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)
			Code	V	Amount	(A) or (D)	Price

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
Performance Restricted Stock Unit	(1)	03/23/2026		A		796,000		(2)	(2)	Common Stock, $0.01 Par Value	796,000	$0	796,000	D
Employee Stock Option (right to buy)	$2.44	03/23/2026		A		782,000		03/23/2027(3)	03/23/2036	Common Stock, $0.01 Par Value	782,000	$0	782,000	D

Explanation of Responses:

1. Each restricted stock unit represents a contingent right to receive one share of MNKD common stock.

2. The performance-based restricted stock unit will vest on January 15, 2029. The number of shares delivered on the vesting date, as a percentage of the target specified [in Box 5 above], is determined by the percentile ranking of MannKind total shareholder return (TSR) over the period from April 1, 2026 until December 31, 2028 relative to the TSR of the Russell 3000 Pharmaceutical & Biotechnology Index over the measurement period, as follows: less than 25th percentile=0% of target, 25th percentile=50% of target, 50th percentile=100% of target, 75th percentile=200% percent of target, 90th percentile or higher=300% maximum. Payout values will be interpolated between the percentile rankings above.

3. 25% vesting on March 23, 2027 and thereafter 1/16th quarterly.

	/s/ Michael Castagna	03/25/2026
	** 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.
* Form 4: SEC 1474 (03-26)

FAQ

What equity awards did MannKind (MNKD) CEO Michael Castagna receive?

Michael Castagna received two equity awards: 796,000 performance-based restricted stock units and stock options for 782,000 shares at an exercise price of $2.4400. Both awards are tied to future vesting schedules and long-term company performance metrics.

How do Michael Castagna’s performance-based RSUs at MannKind (MNKD) vest?

The 796,000 performance-based RSUs are scheduled to vest on January 15, 2029. The actual payout, from 0% to 300% of target, depends on MannKind’s total shareholder return versus the Russell 3000 Pharmaceutical & Biotechnology Index over an April 2026–December 2028 measurement period.

What determines the payout range for MannKind (MNKD) CEO’s performance RSUs?

Payout is driven by MannKind’s total shareholder return percentile ranking against the Russell 3000 Pharmaceutical & Biotechnology Index. Below the 25th percentile pays 0%, the 50th pays 100%, the 75th pays 200%, and the 90th percentile or higher pays a 300% maximum, with interpolation between levels.

What are the terms of Michael Castagna’s new MannKind (MNKD) stock options?

The CEO’s stock options cover 782,000 shares of common stock at an exercise price of $2.4400, expiring on March 23, 2036. Vesting occurs 25% on March 23, 2027, with the remainder vesting in equal quarterly installments over the subsequent four years.

Does the MannKind (MNKD) CEO Form 4 show any stock sales or purchases?

The filing reports grant or award acquisitions only, not open-market buying or selling. It shows newly granted performance-based restricted stock units and employee stock options, both representing additional potential equity exposure for the CEO, subject to future vesting and performance conditions.