Vanda Pharmaceuticals (NASDAQ: VNDA) grants CFO 125,000-share RSU award

Rhea-AI Filing Summary

Vanda Pharmaceuticals Inc. reported that SVP, CFO & Treasurer Kevin Patrick Moran acquired 125,000 shares of common stock on February 18, 2026 through a time-based restricted stock unit (RSU) award granted at a price of $0.00 per share. The RSU represents common stock that will vest in four equal annual installments, with the first vesting on March 1, 2027, as long as he remains continuously employed through each vesting date. After this grant, he directly owns 453,822 shares of common stock, and there are an additional 635 shares reported as indirectly owned by his wife.

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^*

Moran Kevin Patrick

(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, CFO & Treasurer

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		125,000(1)	A	$0	453,822	D
Common Stock								635	I	By Wife

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/ Kevin Patrick Moran	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.
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.

FAQ

What did Vanda Pharmaceuticals (VNDA) CFO Kevin Moran report in this Form 4?

Kevin Moran reported receiving an award for 125,000 shares of common stock through a time-based RSU grant. These shares vest over four years starting March 1, 2027, contingent on his continued employment with Vanda Pharmaceuticals.

How many Vanda Pharmaceuticals (VNDA) shares does the CFO hold after this grant?

After the grant, Kevin Moran directly holds 453,822 shares of Vanda Pharmaceuticals common stock. The filing also reports an additional 635 shares as indirectly owned through his wife, reflecting both direct and indirect ownership positions.

How does the 125,000-share RSU award for VNDA’s CFO vest over time?

The 125,000-share RSU award vests in four equal annual installments, beginning on March 1, 2027. Each installment requires Kevin Moran to remain continuously employed with Vanda Pharmaceuticals through the applicable annual vesting date.

When will vested RSU shares for VNDA’s CFO be delivered?

Vested shares from the RSU award will be delivered on the First Permissible Trading Day described in the RSU Agreement. Delivery occurs on or after the date the RSUs vest, following the plan’s specified trading-day rules.

Is the 125,000-share transaction by VNDA’s CFO an open-market purchase?

No, the 125,000 shares reflect a grant of time-based RSUs at $0.00 per share. It is a compensation-related award, not an open-market stock purchase, and is subject to future vesting conditions tied to continued employment.

What indirect share ownership is reported for VNDA’s CFO in this filing?

The Form 4 reports 635 shares of Vanda Pharmaceuticals common stock as indirectly owned, labeled as held “By Wife.” These are separate from the 453,822 shares that Kevin Moran holds directly in his own name.