Vanda director receives 41,600-share RSU grant

Chrousos Phaedra reported acquisition or exercise transactions in this Form 4 filing.

Rhea-AI Filing Summary

Chrousos Phaedra reported acquisition or exercise transactions in this Form 4 filing.

Vanda Pharmaceuticals director Phaedra Chrousos received a grant of 41,600 shares of Common Stock in the form of time-based restricted stock units. The award was granted at no cash cost per share and is part of her equity compensation.

All 41,600 RSU shares will vest on June 4, 2027, provided she continues to serve the company through that date. Following this grant, she directly holds 164,950 shares of Vanda Pharmaceuticals common stock.

Insider Trade Summary

Grant/Award: 41,600 shares

Grant/Award 1 txn

Insider Chrousos Phaedra

Role Director

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

Holdings After Transaction: Common Stock — 164,950 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 Grant price: $0.00 per share Holdings after grant: 164,950 shares +1 more

4 metrics

RSU grant size 41,600 shares Time-based restricted stock unit award

Grant price $0.00 per share Compensation-related equity grant, not market purchase

Holdings after grant 164,950 shares Common Stock directly owned following transaction

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

Key Terms

restricted stock unit, continuous service, Common Stock

3 terms

restricted stock unit financial

"Represents shares of common stock underlying a time-based restricted stock unit award"

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.

continuous service financial

"will vest on June 4, 2027, provided that the Reporting Person has provided continuous service"

Common Stock financial

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

Common stock represents ownership shares in a company, giving investors a stake in its success and a say in important decisions through voting rights. It is the most common type of stock traded on markets and can provide income through dividends, as well as potential for value growth. For investors, holding common stock means sharing in the company’s profits and risks.

FAQ

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

What insider transaction did Vanda Pharmaceuticals (VNDA) report for Phaedra Chrousos?

Vanda Pharmaceuticals reported a grant of 41,600 shares of Common Stock to director Phaedra Chrousos as time-based restricted stock units. This equity award was granted at no cash cost per share as part of her compensation package.

When do Phaedra Chrousos’s Vanda Pharmaceuticals (VNDA) RSUs vest?

All 41,600 restricted stock unit shares granted to Phaedra Chrousos will vest on June 4, 2027. Vesting requires that she provide continuous service to Vanda Pharmaceuticals through that vesting date under the terms of the award.

How many Vanda Pharmaceuticals (VNDA) shares does Phaedra Chrousos hold after this Form 4?

After the reported RSU grant, Phaedra Chrousos directly holds 164,950 shares of Vanda Pharmaceuticals Common Stock. This total includes the newly granted 41,600 RSU shares, which remain subject to future vesting conditions through June 4, 2027.

Was Phaedra Chrousos’s Vanda Pharmaceuticals (VNDA) transaction a market purchase or sale?

The Form 4 shows a grant of 41,600 restricted stock unit shares to Phaedra Chrousos, not an open-market purchase or sale. The grant price per share is reported as zero, indicating a compensation-related equity award rather than a traded transaction.

What conditions apply to Phaedra Chrousos’s RSU grant at Vanda Pharmaceuticals (VNDA)?

The 41,600-share RSU award vests 100% on June 4, 2027, if Phaedra Chrousos continues serving Vanda Pharmaceuticals continuously until that date. If continuous service is not maintained, some or all of the RSU shares may not vest under the award terms.

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

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Accepted by SEC EDGAR 06/08/2026 - 04:23 PM Learn about SEC filing dates

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^*

Chrousos Phaedra

(Last) (First) (Middle)

C/O VANDA PHARMACEUTICALS INC.

2200 PENNSYLVANIA AVENUE, SUITE 300E

(Street)

WASHINGTON DISTRICT OF COLUMBIA 20037

(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	164,950	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/ Phaedra Chrousos	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)