Executive at Vanda (NASDAQ: VNDA) awarded 125,000 time-based RSUs

Rhea-AI Filing Summary

Birznieks Gunther reported acquisition or exercise transactions in this Form 4 filing.

Vanda Pharmaceuticals senior vice president of business development Gunther Birznieks reported an equity award in the form of 125,000 shares of common stock underlying a time-based restricted stock unit (RSU) grant. The RSUs vest in four equal annual installments, with the first vesting on March 1, 2027, as long as he remains continuously employed through each vesting date. Shares that vest will be delivered on the first permissible trading day defined in the RSU agreement. Following this grant, his directly held common stock position is 536,628 shares.

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^*

Birznieks Gunther

(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, Business Development

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	536,628	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/ Gunther Birznieks	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).
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.

FAQ

What insider transaction did Vanda Pharmaceuticals (VNDA) report for Gunther Birznieks?

Vanda Pharmaceuticals reported that SVP Gunther Birznieks received an equity award covering 125,000 shares of common stock via time-based RSUs. The award is recorded at a price of $0.00 per share and increases his directly held position to 536,628 shares.

How do Gunther Birznieks’s new RSUs at Vanda Pharmaceuticals (VNDA) vest?

The 125,000 RSUs for Gunther Birznieks vest in four equal annual installments. The first installment vests on March 1, 2027, and each later installment requires his continuous employment with Vanda Pharmaceuticals through the applicable annual vesting date.

What type of security was granted to Vanda Pharmaceuticals (VNDA) executive Gunther Birznieks?

The award represents shares of Vanda Pharmaceuticals common stock underlying a time-based restricted stock unit (RSU) grant. RSUs are stock-based awards that convert into actual shares over time as vesting conditions, such as continued employment, are satisfied.

When will shares from Gunther Birznieks’s Vanda Pharmaceuticals (VNDA) RSUs be delivered?

Vested shares from Gunther Birznieks’s RSU award will be delivered on the First Permissible Trading Day defined in the RSU agreement. Delivery occurs on or after the date each portion of the RSUs vests, subject to those contractual trading-day conditions.

What is Gunther Birznieks’s Vanda Pharmaceuticals (VNDA) share ownership after this Form 4 grant?

After the reported RSU-based equity grant, Gunther Birznieks directly holds 536,628 shares of Vanda Pharmaceuticals common stock. This total reflects his beneficial ownership following the 125,000-share time-based RSU award reported in the Form 4 filing.