Vanda director granted 41,600 RSUs

DUGAN RICHARD W reported acquisition or exercise transactions in this Form 4 filing.

Accepted by SEC EDGAR 06/08/2026 - 04:20 PM EDT Learn about SEC filing dates

Rhea-AI Filing Summary

DUGAN RICHARD W reported acquisition or exercise transactions in this Form 4 filing.

Vanda Pharmaceuticals Inc. director Richard W. Dugan reported an equity compensation grant in the form of restricted stock units. On June 4, 2026, he was awarded 41,600 shares of common stock underlying a time-based RSU that vests 100% on June 4, 2027, contingent on continuous service. Following this grant, Dugan holds 219,054 shares of Vanda common stock directly.

Insider Trade Summary

Grant/Award: 41,600 shares

Grant/Award 1 txn

Insider DUGAN RICHARD W

Role Director

Type	Security	Shares	Price	Value
Grant/Award	Common Stock	41,600	$0.00	$0.00

Holdings After Transaction: Common Stock — 219,054 shares (Direct)

Footnotes (1)

1. F1. Represents shares of common stock underlying a time-based restricted stock unit award (RSU). 100% of the shares subject to this RSU will vest on June 4, 2027, provided that the Reporting Person has provided continuous service to the Issuer through the vesting date.

Key Figures

RSU grant size: 41,600 shares Vesting date: June 4, 2027 Post-grant holdings: 219,054 shares +1 more

4 metrics

RSU grant size 41,600 shares Time-based RSU award on June 4, 2026

Vesting date June 4, 2027 100% of RSU shares vest on this date

Post-grant holdings 219,054 shares Total common shares held directly after transaction

Grant price per share $0.00 per share Equity compensation grant, not open-market purchase

Key Terms

restricted stock unit award, RSU, vest, continuous service

4 terms

restricted stock unit award financial

"Represents shares of common stock underlying a time-based restricted stock unit award (RSU)."

A restricted stock unit award is a promise by a company to give an employee a specified number of company shares at a future date if certain conditions are met, such as staying with the company or hitting performance goals. For investors, these awards matter because they can increase the total number of shares outstanding when converted, diluting existing holders, and they align employees’ incentives with shareholders’ interests much like giving a rising bonus that becomes real only after conditions are satisfied.

RSU financial

"Represents shares of common stock underlying a time-based restricted stock unit award (RSU)."

Restricted stock units (RSUs) are a form of company shares given to employees as part of their compensation, usually with certain restrictions or conditions, such as remaining with the company for a set period. When these restrictions lift, employees receive actual shares that they can sell or hold. For investors, RSUs can impact a company's stock supply and reflect the company's commitment to attracting and retaining talent.

vest financial

"100% of the shares subject to this RSU will vest on June 4, 2027,"

A vest is the process by which an employee earns the right to receive certain benefits or ownership interests, such as stock or retirement funds, over time. It’s similar to earning a reward gradually, ensuring that the benefit becomes fully yours only after a set period or meeting specific conditions. This makes it important for investors because it determines when they can actually claim or use those benefits.

continuous service financial

"provided that the Reporting Person has provided continuous service to the Issuer through the vesting date."

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What insider transaction did Vanda Pharmaceuticals (VNDA) director Richard Dugan report?

Director Richard W. Dugan reported an equity grant of 41,600 shares of Vanda Pharmaceuticals common stock underlying a restricted stock unit award. This was a compensation-related acquisition, not an open-market purchase or sale of shares.

How many Vanda Pharmaceuticals (VNDA) shares did Richard Dugan receive in the latest grant?

Richard W. Dugan received 41,600 shares of Vanda Pharmaceuticals common stock through a time-based restricted stock unit award. These RSUs represent a future share delivery subject to vesting conditions, rather than an immediate cash transaction or open-market trade.

When do Richard Dugan’s new Vanda Pharmaceuticals (VNDA) RSUs vest?

All 41,600 shares underlying Richard W. Dugan’s restricted stock unit award are scheduled to vest on June 4, 2027. Vesting requires that he continue providing service to Vanda Pharmaceuticals through that vesting date under the award terms.

How many Vanda Pharmaceuticals (VNDA) shares does Richard Dugan now hold after this Form 4?

After the RSU grant, Richard W. Dugan’s direct holdings total 219,054 shares of Vanda Pharmaceuticals common stock. This figure reflects his position following the June 4, 2026 award reported in the Form 4 filing.

Was Richard Dugan’s Vanda Pharmaceuticals (VNDA) RSU grant an open-market purchase?

No. The 41,600 Vanda Pharmaceuticals shares were granted as a restricted stock unit award at a price of $0.00 per share. This is a compensation-related acquisition, not an open-market purchase or sale on an exchange.

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

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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^*

DUGAN RICHARD W

(Last) (First) (Middle)

298 BEACON CIRCLE

(Street)

BOALSBURG PENNSYLVANIA 16827

(City) (State) (Zip)

UNITED STATES

(Country)

2. Issuer Name and Ticker or Trading Symbol
Vanda Pharmaceuticals Inc. [ VNDA ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

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

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
06/04/2026

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
Common Stock	06/04/2026		A		41,600(1)	A	$0	219,054	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

Explanation of Responses:

1. Represents shares of common stock underlying a time-based restricted stock unit award (RSU). 100% of the shares subject to this RSU will vest on June 4, 2027, provided that the Reporting Person has provided continuous service to the Issuer through the vesting date.

	/s/ Richard W. Dugan	06/08/2026
	** 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)