Vanda Pharmaceuticals (VNDA) SVP sells 42,431 shares to cover RSU tax

Rhea-AI Filing Summary

Vanda Pharmaceuticals Inc. senior vice president of business development Gunther Birznieks reported an open-market sale of 42,431 shares of common stock on March 2, 2026 at a weighted average price of $8.2659 per share. The shares were sold to satisfy tax obligations tied to the settlement of vested RSUs. After these transactions, he directly holds 494,197 shares. The sales occurred in multiple trades priced between $8.085 and $8.81 per share.

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

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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)
03/02/2026

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	03/02/2026		S		42,431(1)	D	$8.2659(2)	494,197	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 the Issuer's common stock sold to satisfy tax obligations relating to the acquisition of shares of the Issuer's common stock in connection with the settlement of the vested portion of RSUs. Such sale was executed pursuant to the withholding tax provisions of the RSU agreements.

2. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $8.085 to $8.81 inclusive. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer or the staff of the Securities Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote (2) to this Form 4.

	/s/ Gunther Birznieks	03/04/2026
	** 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).
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FAQ

What insider transaction did VNDA report for Gunther Birznieks?

Vanda Pharmaceuticals reported that SVP of business development Gunther Birznieks sold 42,431 shares of common stock. The sale occurred on March 2, 2026, and was tied to tax obligations from vested RSUs, according to the filing’s footnotes.

How many Vanda Pharmaceuticals (VNDA) shares did the insider sell and at what price?

Gunther Birznieks sold 42,431 VNDA common shares at a weighted average price of $8.2659 per share. The footnotes state these shares were sold in multiple transactions between $8.085 and $8.81 per share, all on March 2, 2026.

Why did the Vanda Pharmaceuticals (VNDA) insider sell 42,431 shares?

The shares were sold to satisfy tax obligations related to the acquisition of common stock from vested RSUs. The filing explains the sale was executed under the withholding tax provisions of the RSU agreements, making it a tax-driven transaction rather than a discretionary sale.

How many Vanda Pharmaceuticals (VNDA) shares does Gunther Birznieks own after the sale?

After the reported sale, Gunther Birznieks directly owns 494,197 shares of Vanda Pharmaceuticals common stock. This post-transaction holding reflects his remaining direct equity stake following the tax-related sale of 42,431 shares on March 2, 2026.

What price range did the VNDA insider sale cover on March 2, 2026?

The filing notes that the 42,431 VNDA shares were sold in multiple trades at prices ranging from $8.085 to $8.81. The weighted average sale price reported was $8.2659 per share, reflecting the combined execution prices for the entire transaction.