Vanda director granted 41,600 RSUs

Mitchell Stephen Ray reported acquisition or exercise transactions in this Form 4 filing.

Accepted by SEC EDGAR 06/08/2026 - 04:15 PM EDT Learn about SEC filing dates

Rhea-AI Filing Summary

Mitchell Stephen Ray reported acquisition or exercise transactions in this Form 4 filing.

Vanda Pharmaceuticals Inc. director Mitchell Stephen Ray received a grant of 41,600 shares of Common Stock through a time-based restricted stock unit award at no cost. All RSUs will vest on June 4, 2027 if he remains in continuous service. Following this award, he directly owns 112,846 shares.

Insider Trade Summary

Grant/Award: 41,600 shares

Grant/Award 1 txn

Insider Mitchell Stephen Ray

Role Director

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

Holdings After Transaction: Common Stock — 112,846 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 per share: $0.00 per share Shares owned after grant: 112,846 shares +1 more

4 metrics

RSU grant size 41,600 shares Time-based restricted stock unit award on June 4, 2026

Grant price per share $0.00 per share Equity compensation, not an open-market purchase

Shares owned after grant 112,846 shares Total Common Stock directly held following the RSU award

RSU vesting date June 4, 2027 100% of RSU shares vest if continuous service is maintained

Key Terms

restricted stock unit, vesting, continuous service

3 terms

restricted stock unit financial

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

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.

vesting financial

"100% of the shares subject to this RSU will vest on June 4, 2027"

Vesting is the process by which you earn full ownership of something, like company stock or a retirement benefit, over time. It’s like earning the right to keep a gift piece by piece the longer you stay with a company, making sure employees stay committed before they receive all the benefits.

continuous service financial

"provided that the Reporting Person has provided continuous service to the Issuer through the vesting date."

FAQ

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

What insider transaction did Vanda Pharmaceuticals (VNDA) report for Mitchell Stephen Ray?

Vanda Pharmaceuticals reported that director Mitchell Stephen Ray received a grant of 41,600 shares of Common Stock through a time-based restricted stock unit (RSU) award at no cost, increasing his direct holdings to 112,846 shares after the transaction.

How many Vanda Pharmaceuticals (VNDA) shares were granted in the latest RSU award?

The latest award granted 41,600 shares of Vanda Pharmaceuticals Common Stock through a time-based restricted stock unit (RSU). These shares were awarded at a price of $0.00 per share as equity compensation rather than an open-market purchase or sale.

When do Mitchell Stephen Ray’s Vanda (VNDA) RSUs vest, and what is required?

All 41,600 RSU-based shares will vest on June 4, 2027. Vesting is conditioned on Mitchell Stephen Ray providing continuous service to Vanda Pharmaceuticals through that date, meaning he must remain with the company until the vesting milestone is reached.

Is the Vanda Pharmaceuticals (VNDA) Form 4 transaction a market buy or sale?

The Form 4 transaction is not a market buy or sale; it is a grant of restricted stock units. The 41,600 shares were awarded at $0.00 per share as compensation rather than acquired or disposed of in open-market trading.

How many Vanda Pharmaceuticals (VNDA) shares does Mitchell Stephen Ray own after this award?

After the RSU grant, Mitchell Stephen Ray directly owns 112,846 shares of Vanda Pharmaceuticals Common Stock. This total reflects his holdings following the award of 41,600 RSU-based shares reported in the Form 4 filing.

What conditions are attached to the Vanda (VNDA) RSU grant for Mitchell Stephen Ray?

The RSU grant is subject to time-based vesting. One hundred percent of the 41,600 underlying shares will vest on June 4, 2027, provided Mitchell Stephen Ray has maintained continuous service to Vanda Pharmaceuticals through that vesting date.

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

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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)
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	112,846	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/ Stephen Ray Mitchell	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)