125,000-share RSU award for Vanda Pharmaceuticals (NASDAQ: VNDA) CMO

Rhea-AI Filing Summary

Wijkstrom Joakim reported acquisition or exercise transactions in this Form 4 filing.

Vanda Pharmaceuticals senior vice president and chief marketing officer Joakim Wijkstrom received an equity grant covering 125,000 shares of common stock in the form of time-based restricted stock units (RSUs). These RSUs vest in four equal annual installments starting on March 1, 2027, contingent on his continued employment through each vesting date. After this award, his directly held common stock (including RSU-related shares as reported) totals 364,269 shares. The grant was recorded at a price of $0.00 per share, reflecting that it is a compensation award rather than an open-market purchase.

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

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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^*

Wijkstrom Joakim

(Last) (First) (Middle)

2200 PENNSYLVANIA AVENUE NW

SUITE 300E

(Street)

WASHINGTON DC 20037

(City) (State) (Zip)

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

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

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	SVP, Chief Marketing Officer

3. Date of Earliest Transaction (Month/Day/Year)
02/18/2026

4. If Amendment, Date of Original Filed (Month/Day/Year)

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

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

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	02/18/2026		A		125,000(1)	A	$0	364,269	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"). The RSU vests in four (4) equal annual installments with the first annual vest taking place on March 1, 2027, provided the Reporting Person remains continuously employed by the Issuer through each annual vesting date. Vested shares will be delivered on the First Permissible Trading Day (as defined in the RSU Agreement) that occurs on or after the day when the RSUs vest.

	/s/ Joakim Wijkstrom	02/19/2026
	** 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).
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FAQ

What did Vanda Pharmaceuticals (VNDA) insider Joakim Wijkstrom report on this Form 4?

Joakim Wijkstrom reported receiving a grant of 125,000 shares of Vanda common stock in the form of time-based RSUs. This is a compensation award, not an open-market purchase, and increases his reported directly held common stock position to 364,269 shares.

How do the new RSUs for Vanda Pharmaceuticals (VNDA) CMO vest over time?

The 125,000-share RSU award vests in four equal annual installments beginning March 1, 2027. Each year, one-quarter of the units vests if Wijkstrom remains continuously employed, with vested shares delivered on the first permissible trading day after each vesting date.

Did Vanda Pharmaceuticals (VNDA) CMO pay cash for the 125,000-share award?

No cash was paid for this award; the Form 4 shows a transaction price of $0.00 per share. The shares are part of an equity compensation package structured as restricted stock units that vest over time, subject to continued employment conditions.

What is Joakim Wijkstrom’s reported Vanda Pharmaceuticals (VNDA) share ownership after this grant?

After the award, Wijkstrom is reported as beneficially owning 364,269 shares of Vanda common stock directly. This total reflects his holdings following the grant of 125,000 RSU-based shares as reported in the Form 4, under direct ownership status.

What conditions must be met for the Vanda Pharmaceuticals (VNDA) RSUs to settle into shares?

The RSUs vest only if Wijkstrom remains continuously employed through each annual vesting date starting March 1, 2027. Once vested, the underlying shares are delivered on the first permissible trading day defined under the RSU agreement after each vesting event.