Vanda Pharmaceuticals (NASDAQ: VNDA) CEO granted 525,000-share RSU award

Rhea-AI Filing Summary

Polymeropoulos Mihael Hristos reported acquisition or exercise transactions in this Form 4 filing.

Vanda Pharmaceuticals President and CEO Mihael Hristos Polymeropoulos received an equity grant of 525,000 shares of common stock in the form of time-based restricted stock units. The award was recorded at a price of $0.00 per share, reflecting a compensatory grant rather than an open-market purchase.

The RSUs vest in four equal annual installments, with the first vesting date on March 1, 2027, as long as he remains continuously employed through each vesting date. Following this grant, his directly held common stock position is reported as 2,860,731 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

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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^*

Polymeropoulos Mihael Hristos

(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)

X	Director		10% Owner
X	Officer (give title below)	X	Other (specify below)
	President and CEO		Chairman of the Board

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		525,000(1)	A	$0	2,860,731	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/ Mihael H. Polymeropoulos	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.
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FAQ

What did VNDA CEO Mihael Polymeropoulos report in this Form 4 filing?

Mihael Hristos Polymeropoulos reported an equity award of 525,000 shares of Vanda Pharmaceuticals common stock as time-based restricted stock units. This is a compensatory grant, not an open-market purchase, and increases his reported directly held common stock to 2,860,731 shares.

How many VNDA shares were granted to the CEO in this award?

The CEO received an award covering 525,000 shares of Vanda Pharmaceuticals common stock in the form of restricted stock units. These units represent potential future shares, subject to vesting conditions being met over time and continued employment with the company through each vesting date.

What are the vesting terms of the VNDA CEO’s 525,000-share RSU award?

The 525,000-share restricted stock unit award vests in four equal annual installments starting March 1, 2027. Each year, one-quarter of the units vest if the CEO remains continuously employed, with vested shares delivered on the first permissible trading day after vesting.

Was the VNDA CEO’s equity award an open-market stock purchase?

No, the award was not an open-market purchase. It was reported with a price of $0.00 per share, indicating a compensatory grant of restricted stock units. The transaction code A confirms it as a grant, award, or other acquisition of common stock.

How many VNDA shares does the CEO hold after this Form 4 transaction?

After the reported restricted stock unit grant, Mihael Hristos Polymeropoulos is shown as directly holding 2,860,731 shares of Vanda Pharmaceuticals common stock. This total includes the effect of the newly awarded RSUs as reported in the Form 4 filing.

When will the VNDA CEO receive the shares from the RSU award?

Vested shares from the RSU award will be delivered on the first permissible trading day defined in the RSU agreement after each vesting date. The first vesting occurs on March 1, 2027, with additional equal annual vesting installments thereafter.