Vanda Pharmaceuticals (VNDA) grants director 57,101 time-based RSUs

Rhea-AI Filing Summary

Vanda Pharmaceuticals director Duncan Charles Cliff received an equity award of 57,101 shares of common stock in the form of restricted stock units (RSUs). The grant carries no cash exercise price and is recorded as a direct ownership position.

The RSU award is time-based and will vest in four equal annual installments, with the first vesting date on April 22, 2027, provided Cliff continues to serve the company through each annual vesting date. After this grant, his reported direct holdings from this award total 57,101 shares.

Insider Trade Summary

1 transaction reported

Mixed 1 txn

Insider Duncan Charles Cliff

Role null

Type	Security	Shares	Price	Value
Grant/Award	Common Stock	57,101	$0.00	--

Holdings After Transaction: Common Stock — 57,101 shares (Direct, null)

Footnotes (1)

1. [object Object]

Key Figures

RSU shares granted: 57,101 shares Grant price: $0.00 per share Installments: 4 equal annual installments +2 more

5 metrics

RSU shares granted 57,101 shares Common stock RSU award to director Duncan Charles Cliff

Grant price $0.00 per share Compensation grant, not an open-market purchase

Installments 4 equal annual installments Time-based RSU vesting schedule

First vesting date April 22, 2027 Initial annual vesting of RSU award

Shares after transaction 57,101 shares Total direct holdings from this RSU grant following transaction

Key Terms

restricted stock unit, time-based, continuous service

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.

time-based financial

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

continuous service financial

"provided the Reporting Person has provided continuous service to the Issuer through each annual vesting date"

Form 4 Insider Transactions: What Each Field Means →

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^*

Duncan Charles Cliff

(Last) (First) (Middle)

2200 PENNSYLVANIA AVENUE NW

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)
04/22/2026

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	04/22/2026		A		57,101(1)	A	$0	57,101	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 April 22, 2027, provided the Reporting Person has provided continuous service to the Issuer through each annual vesting date.

	/s/ Charles Cliff Duncan	04/24/2026
	** 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)

FAQ

What did Vanda Pharmaceuticals (VNDA) director Duncan Charles Cliff report on this Form 4?

He reported receiving an award of 57,101 shares of Vanda Pharmaceuticals common stock in the form of restricted stock units. These shares were acquired as a grant, not a market purchase, and are subject to a multi-year vesting schedule.

How many Vanda Pharmaceuticals (VNDA) shares did Duncan Charles Cliff acquire in this grant?

He acquired 57,101 shares of common stock underlying a restricted stock unit award. The grant is recorded at a price of $0.00 per share as it is a compensation award, not an open-market transaction, and is reported as direct ownership.

How do the RSUs granted to Duncan Charles Cliff at Vanda (VNDA) vest over time?

The RSUs vest in four equal annual installments, starting on April 22, 2027. Each year, one-quarter of the 57,101 underlying shares becomes vested, assuming he continues to provide service to Vanda Pharmaceuticals through each annual vesting date.

Does this Vanda Pharmaceuticals (VNDA) Form 4 involve any stock sales or option exercises?

No, the Form 4 only reports a grant of restricted stock units representing 57,101 common shares. There are no reported stock sales, option exercises, tax withholdings, or derivative transactions in this filing, and no derivative positions are listed as remaining.

What service condition applies to Duncan Charles Cliff’s RSU grant at Vanda (VNDA)?

The RSU grant requires that he provide continuous service to Vanda Pharmaceuticals through each annual vesting date. If this condition is met, the award vests in four equal installments beginning on April 22, 2027, until fully vested over four years.