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MannKind (NASDAQ: MNKD) EVP trades RSUs, sells 24,109 shares

Filing Impact
(Very High)
Filing Sentiment
(Negative)
Form Type
4

Rhea-AI Filing Summary

David Thomson, EVP, General Counsel & Secretary of MannKind, acquired 93,790 shares of common stock on July 15, 2026 through vesting of a performance RSU award, while 19,210 shares were forfeited under the plan. To cover taxes, 98,426 shares were withheld at about $4.09 per share. On July 17, he sold 24,109 shares at a weighted average of $4.05 under a Rule 10b5-1 plan established December 2, 2025, leaving 797,554 shares held directly.

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Insider Thomson David
Role EVP Genl Counsel & Secretary
Sold 24,109 shs ($98K)
Type Security Shares Price Value
Sale Common Stock, $0.01 Par Value 24,109 $4.05 $98K
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 51,632 $4.09 $211K
Tax Withholding Common Stock, $0.01 Par Value 12,662 $4.09 $52K
Tax Withholding Common Stock, $0.01 Par Value 17,754 $4.09 $73K
Tax Withholding Common Stock, $0.01 Par Value 16,378 $4.09 $67K
Holdings After Transaction: Common Stock, $0.01 Par Value — 797,554 shares (Direct); Performance Restricted Stock Unit — 0 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. 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. Transaction occurred pursuant to Rule 10B5-1 Plan established December 2, 2025. The weighted average sales price of the reported transaction was $4.05 based on a range of prices between $3.98 and $4.13. Upon request by the SEC staff, the Issuer, or any security holder of the Issuer, full information regarding the number of shares sold at each separate price will be provided. Each restricted stock unit represents a contingent right to receive one share of MNKD common stock.
Shares acquired via RSU vesting 93,790 shares Common shares delivered upon vesting of performance RSUs on July 15, 2026
Shares forfeited under performance criteria 19,210 shares Portion of 113,000-share performance RSU award forfeited when objectives met at 83% of target
Shares withheld for taxes 98,426 shares Shares withheld on July 15, 2026 at about $4.09 per share to satisfy tax obligations
Shares sold 24,109 shares Common shares sold on July 17, 2026 at weighted average $4.05 under a Rule 10b5-1 plan
Shares held after transactions 797,554 shares Direct MannKind common stock holdings after the July 17, 2026 sale
Original performance RSU award 113,000 shares Previously reported restricted stock unit award granted on May 25, 2023
Performance achievement vs target 83% of target Performance objective achieved at 83% of target determining RSU vesting level
TSR percentile vs index 41.5th percentile MannKind TSR vs Russell 3000 Pharmaceutical & Biotechnology Index from May 23, 2023 to June 30, 2026
Rule 10B5-1 Plan regulatory
"Transaction occurred pursuant to Rule 10B5-1 Plan established December 2, 2025."
A Rule 10b5-1 plan is a prearranged, written schedule that lets corporate insiders buy or sell company stock at set times or amounts, even if they later learn material nonpublic information. Think of it like setting an automatic thermostat for trades: it creates a clear record that trades were planned in advance, reducing the risk of insider-trading accusations and helping investors trust that insider transactions are routine rather than based on secret information.
Performance Restricted Stock Unit financial
"Security title listed as Performance Restricted Stock Unit in the derivative table."
total shareholder return (TSR) financial
"MannKind's total shareholder return (TSR) was at the 41.5th percentile over the period."
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.
Russell 3000 Pharmaceutical & Biotechnology Index market
"Compared against the Russell 3000 Pharmaceutical & Biotechnology Index over the same period."
Rule 16b-3 regulatory
"Tax liability satisfied in accordance with Rule 16b-3 incident to vesting of restricted stock units."
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.

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

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FAQ

What insider stock transactions did MannKind (MNKD) executive David Thomson report?
David Thomson reported 93,790 shares acquired from performance RSU vesting, 98,426 shares withheld to cover taxes, and a sale of 24,109 shares at a weighted average of $4.05, ending with 797,554 shares of MannKind common stock held directly.

How many MannKind (MNKD) shares did David Thomson sell and at what price?
David Thomson sold 24,109 shares of MannKind common stock on July 17, 2026 at a $4.05 weighted average price, within a range of $3.98 to $4.13, according to the Form 4 footnote describing the transaction’s weighted average sale price.

What performance criteria drove David Thomson’s RSU vesting at MannKind (MNKD)?
The RSUs vested because MannKind’s stock closed no lower on June 30, 2026 than on May 25, 2023, and its TSR was at the 41.5th percentile versus the Russell 3000 Pharmaceutical & Biotechnology Index, leading to vesting at 83% of target and delivery of 93,790 shares.

How many MannKind (MNKD) shares does David Thomson hold after these transactions?
After the reported transactions, David Thomson directly holds 797,554 shares of MannKind common stock. This total reflects the 93,790 shares delivered from RSU vesting, the shares withheld for taxes, and the subsequent sale of 24,109 shares on July 17, 2026.

Were David Thomson’s MannKind (MNKD) stock sales made under a Rule 10b5-1 plan?
Yes. The Form 4 notes the 24,109-share sale on July 17, 2026 occurred pursuant to a Rule 10B5-1 Plan established on December 2, 2025, indicating the trade followed a pre-arranged trading plan rather than being an ad hoc market decision.

Why were some of David Thomson’s MannKind (MNKD) RSUs forfeited?
The original performance RSU award covered 113,000 shares, but performance was achieved at 83% of target, so only 93,790 shares were delivered and 19,210 shares were forfeited in accordance with the award’s performance-vesting criteria described in the Form 4 footnote.
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).
X
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*
Thomson David
(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)
EVP Genl Counsel & Secretary
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$0920,089(1)D
Common Stock, $0.01 Par Value07/15/2026F(2)51,632D$4.09868,457D
Common Stock, $0.01 Par Value07/15/2026F(2)12,662D$4.09855,795D
Common Stock, $0.01 Par Value07/15/2026F(2)17,754D$4.09838,041D
Common Stock, $0.01 Par Value07/15/2026F(2)16,378D$4.09821,663D
Common Stock, $0.01 Par Value07/17/2026S24,109D(3)$4.05(4)797,554D
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(5)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. 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.
3. Transaction occurred pursuant to Rule 10B5-1 Plan established December 2, 2025.
4. The weighted average sales price of the reported transaction was $4.05 based on a range of prices between $3.98 and $4.13. Upon request by the SEC staff, the Issuer, or any security holder of the Issuer, full information regarding the number of shares sold at each separate price will be provided.
5. Each restricted stock unit represents a contingent right to receive one share of MNKD common stock.
/s/ David Thomson07/17/2026
** 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)

Source: View Original Filing on SEC EDGAR