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MannKind (NASDAQ: MNKD) CEO RSUs vest, 350,260 shares delivered and 363,200 withheld

Filing Impact
(Neutral)
Filing Sentiment
(Neutral)
Form Type
4

Rhea-AI Filing Summary

MannKind Corp reports that CEO Michael Castagna had a performance-based restricted stock unit award granted on May 25, 2023 vest on July 15, 2026, delivering 350,260 common shares after achieving 83% of target performance. The original 422,000-unit grant left 71,740 units forfeited. On the same date, an aggregate 363,200 shares of common stock were withheld or delivered at $4.09 per share to satisfy exercise price or tax obligations related to equity awards.

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Insider Castagna Michael
Role Chief Executive Officer
Type Security Shares Price Value
Exercise Performance Restricted Stock Unit F4, F1 350,260 $0.00 $0.00
Exercise Common Stock, $0.01 Par Value F1, F2 350,260 $0.00 $0.00
Exercise Price or Tax Liability Common Stock, $0.01 Par Value F3 192,819 $4.09 $789K
Exercise Price or Tax Liability Common Stock, $0.01 Par Value F3 47,481 $4.09 $194K
Exercise Price or Tax Liability Common Stock, $0.01 Par Value F3 63,996 $4.09 $262K
Exercise Price or Tax Liability Common Stock, $0.01 Par Value F3 58,904 $4.09 $241K
Holdings After Transaction: Performance Restricted Stock Unit — 0 shares (Direct); Common Stock, $0.01 Par Value — 2,433,779 shares (Direct)
Footnotes (4)
  1. F1. 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 350,260 shares. The acquisition of 422,000 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 71,740 shares were forfeited in accordance with the performance vesting criteria.
  2. F2. Includes 4,409 shares acquired under the Issuer's Employee Stock Purchase Plan on June 30, 2026.
  3. F3. 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. F4. Each restricted stock unit represents a contingent right to receive one share of MNKD common stock.
RSU shares delivered 350,260 shares Common shares delivered upon vesting of performance RSU award on July 15, 2026
Original RSU grant size 422,000 units Performance restricted stock unit award granted on May 25, 2023
Forfeited RSU units 71,740 units Unvested portion of the 422,000-unit performance award forfeited under criteria
Achievement vs target 83% Performance objective achieved at 83% of target for the RSU vesting calculation
Relative TSR percentile 41.5th percentile MannKind TSR vs Russell 3000 Pharmaceutical & Biotechnology Index from May 23, 2023 to June 30, 2026
Tax withholding shares 363,200 shares Total common shares delivered or withheld to cover exercise price or taxes on July 15, 2026
Withholding price $4.0900 per share Price used for shares delivered or withheld to satisfy exercise price or tax liabilities
ESPP acquisition 4,409 shares Shares acquired under MannKind’s Employee Stock Purchase Plan on June 30, 2026
restricted stock unit financial
"A previously reported restricted stock unit award granted on May 25, 2023 vested"
A restricted stock unit is a promise from a company to give an employee shares of stock after certain conditions are met, like staying with the company for a set amount of time. It’s like earning a bonus that turns into company stock once you’ve proven your commitment, making it a way to motivate and reward employees.
total shareholder return financial
"MannKind's total shareholder return (TSR) over the period from May 23, 2023"
Total shareholder return is the overall gain an investor gets from owning a stock, combining changes in the share price plus any cash payouts like dividends, and assuming those payouts are reinvested in more shares. Investors use it like a single score that shows the true return on their investment—similar to checking both the growth of a savings account and the interest earned—to compare how well different companies or investments perform over time.
Russell 3000 Pharmaceutical & Biotechnology Index financial
"TSR of the Russell 3000 Pharmaceutical & Biotechnology Index over the same period"
Rule 16b-3 regulatory
"issued in accordance with Rule 16b-3 incident to the vesting of previously"
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.

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FAQ

What equity award vested for MannKind (MNKD) CEO Michael Castagna?
CEO Michael Castagna had a performance-based restricted stock unit award granted on May 25, 2023 vest on July 15, 2026, resulting in delivery of 350,260 common shares. The vesting followed achievement of predefined stock price and total shareholder return performance conditions.

How was the MannKind (MNKD) CEO’s performance award structured and what was the payout level?
The CEO’s award originally covered 422,000 restricted stock units. Vesting depended on stock price stability and relative total shareholder return, which reached the 41.5th percentile, so the performance objective was achieved at 83% of target, delivering 350,260 shares and forfeiting 71,740 units.

How many MannKind (MNKD) shares were forfeited from the CEO’s performance RSU grant?
From the original 422,000-unit performance restricted stock unit grant, 71,740 units were forfeited under the performance vesting criteria. The remaining 350,260 units vested and were settled in an equal number of MannKind common shares.

Did MannKind (MNKD) report any additional share acquisitions for the CEO?
Yes. A footnote states that the CEO’s holdings include 4,409 shares acquired through MannKind’s Employee Stock Purchase Plan on June 30, 2026. This figure is part of his reported direct ownership position following recent equity-related transactions.

What does each MannKind (MNKD) restricted stock unit represent in this filing?
Each restricted stock unit in this award represents a contingent right to receive one share of MannKind common stock. Upon satisfaction of the performance conditions and vesting, the units were settled in an equal number of common shares delivered to the CEO.
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*
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)
XDirector10% Owner
XOfficer (give title below)Other (specify below)
Chief Executive 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)350,260A$02,796,979(2)D
Common Stock, $0.01 Par Value07/15/2026F(3)192,819D$4.092,604,160D
Common Stock, $0.01 Par Value07/15/2026F(3)47,481D$4.092,556,679D
Common Stock, $0.01 Par Value07/15/2026F(3)63,996D$4.092,492,683D
Common Stock, $0.01 Par Value07/15/2026F(3)58,904D$4.092,433,779D
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)350,260 (1) (1)Common Stock, $0.01 Par Value350,260$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 350,260 shares. The acquisition of 422,000 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 71,740 shares were forfeited in accordance with the performance vesting criteria.
2. Includes 4,409 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/ Michael Castagna07/17/2026
** 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