Vanda SVP & Counsel awarded 125,000 RSUs

Williams Timothy reported acquisition or exercise transactions in this Form 4 filing.

Rhea-AI Filing Summary

Williams Timothy reported acquisition or exercise transactions in this Form 4 filing.

Vanda Pharmaceuticals senior executive Timothy Williams received an equity award of 125,000 shares of common stock in the form of restricted stock units. These RSUs are scheduled to vest in four equal annual installments starting on March 1, 2027, contingent on his continued employment through each vesting date. After this grant, his directly held common stock reported in this filing totals 419,884 shares.

Insider Trade Summary

Grant/Award: 125,000 shares

Grant/Award 1 txn

Insider Williams Timothy

Role SVP & General Counsel

Type	Security	Shares	Price	Value
Grant/Award	Common Stock	125,000	$0.00	$0.00

Holdings After Transaction: Common Stock — 419,884 shares (Direct)

Footnotes (1)

1. F1. 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.

FAQ

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What did VNDA executive Timothy Williams report in this Form 4?

Timothy Williams reported an equity award of 125,000 shares of Vanda Pharmaceuticals common stock in the form of restricted stock units. The award reflects a compensation grant rather than an open-market purchase, increasing his reported direct holdings to 419,884 shares after the grant.

How many VNDA shares were granted to Timothy Williams in this transaction?

The filing shows a grant of 125,000 shares of Vanda Pharmaceuticals common stock underlying restricted stock units. These units represent time-based equity compensation and were reported at a transaction price of $0.0000 per share, indicating they were awarded rather than bought in the market.

How do the VNDA restricted stock units for Timothy Williams vest?

The restricted stock units vest in four equal annual installments, with the first vesting date on March 1, 2027. Vesting occurs only if Timothy Williams remains continuously employed by Vanda Pharmaceuticals through each annual vesting date, according to the award footnote.

What is Timothy Williams’ VNDA share ownership after this Form 4 grant?

After the reported grant, Timothy Williams’ direct ownership stands at 419,884 shares of Vanda Pharmaceuticals common stock. This total reflects the position following the award of 125,000 restricted stock units disclosed in the Form 4 transaction table.

Are the VNDA shares in this Form 4 immediately issued to Timothy Williams?

The award represents shares underlying restricted stock units, which vest over time. Vested shares will be delivered on the first permissible trading day defined in the RSU agreement that falls on or after each vesting date, rather than all at once immediately.

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

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Accepted by SEC EDGAR 02/19/2026 - 05:50 PM Learn about SEC filing dates

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^*

Williams Timothy

(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 & General Counsel

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	419,884	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/ Timothy Williams	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.