Vanda (VNDA) director donates 25,836 shares of common stock

Rhea-AI Filing Summary

Vanda Pharmaceuticals Inc. director Mitchell Stephen Ray reported a charitable gift of 25,836 shares of Common Stock on a Form 4. The transaction used code "G" for a bona fide gift and carried a price of $0.00 per share, meaning no sale proceeds were received. After this donation to a charitable organization, Ray directly holds 71,246 shares of Vanda common stock. This is a non-market transaction and does not reflect open-market buying or selling activity.

Insider Trade Summary

25,836 shares gifted

Mixed 1 txn

Insider Mitchell Stephen Ray

Role null

Type	Security	Shares	Price	Value
Gift	Common Stock	25,836	$0.00	--

Holdings After Transaction: Common Stock — 71,246 shares (Direct, null)

Footnotes (1)

1. [object Object]

Key Figures

Gifted shares: 25,836 shares Price per share: $0.00 per share Shares owned after transaction: 71,246 shares +1 more

4 metrics

Gifted shares 25,836 shares Bona fide gift of Common Stock on transaction date

Price per share $0.00 per share Reported for the gifted Common Stock

Shares owned after transaction 71,246 shares Director’s direct holdings after the gift

Gift transactions in filing 1 transaction, 25,836 shares TransactionSummary giftCount and giftShares

Key Terms

Bona fide gift, Common Stock, beneficially owned, Form 4

4 terms

Bona fide gift financial

"transaction_code_description": "Bona fide gift""

A bona fide gift is a genuine, voluntary transfer of money, property, or benefits from one party to another made without expectation of repayment, services, or hidden conditions. Investors care because such gifts can affect company disclosures, related‑party transaction rules, tax treatment, and perceived conflicts of interest; think of it like someone giving you a present with no strings attached — but on a corporate scale, auditors and regulators need to verify it really is unconditional.

Common Stock financial

"security_title": "Common Stock""

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.

beneficially owned financial

"total_shares_following_transaction": "71246.0000"

Beneficially owned describes securities or assets where a person has the economic rights and control—such as the right to receive dividends and to direct voting—even if legal title is held in another name. Think of it like having the keys and using a car that’s registered to someone else: you get the benefits and make decisions. Investors care because beneficial ownership reveals who truly controls value and voting power, affecting corporate decisions and takeover dynamics.

Form 4 regulatory

"INSIDER FILING DATA (Form 4)"

Form 4 is a official document that company insiders, such as executives or major shareholders, file with regulators whenever they buy or sell company shares. It provides transparency about how those with inside knowledge are trading, helping investors see if insiders are confident in the company's prospects or may be selling for personal reasons. This information can influence investor decisions by revealing insiders' perspectives on the company's value.

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^*

Mitchell Stephen Ray

(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)
05/18/2026

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	05/18/2026		G(1)		25,836	D	$0	71,246	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 a gift to a charitable organization.

	/s/ Stephen Ray Mitchell	05/19/2026
	** 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.
* Form 4: SEC 1474 (03-26)

FAQ

What did Vanda (VNDA) director Mitchell Stephen Ray report on this Form 4?

Mitchell Stephen Ray reported a bona fide gift of 25,836 shares of Vanda Common Stock. The transaction was coded "G" and executed at $0.00 per share, indicating a non-market charitable transfer rather than a sale for cash proceeds.

How many Vanda (VNDA) shares did the director gift and to whom?

The director gifted 25,836 shares of Vanda Common Stock. A filing footnote states the transfer represents a gift to a charitable organization, confirming it was a philanthropic disposition rather than a sale or compensation-related event in the open market.

How many Vanda (VNDA) shares does the director hold after the gift?

Following the reported gift, Mitchell Stephen Ray directly holds 71,246 shares of Vanda Common Stock. This post-transaction holding is disclosed in the Form 4 as the total number of shares beneficially owned after the charitable transfer on the transaction date.

Was the Vanda (VNDA) Form 4 transaction a sale or purchase of shares?

The transaction was neither a sale nor a purchase; it was a bona fide gift. The Form 4 uses transaction code "G" and shows a $0.00 per share price, indicating a non-cash transfer to a charitable organization instead of an open-market trade.

Does the Vanda (VNDA) Form 4 indicate any derivative exercises or options activity?

The Form 4 does not show any derivative exercises or options activity. The transaction involves only Common Stock, and the derivativeSummary section is empty, indicating there were no option exercises, conversions, or other derivative-related transactions reported in this filing.