Vanda director granted 41,600-share RSU award

Ward Anne Sempowski reported acquisition or exercise transactions in this Form 4 filing.

Accepted by SEC EDGAR 06/08/2026 - 04:19 PM EDT Learn about SEC filing dates

Rhea-AI Filing Summary

Ward Anne Sempowski reported acquisition or exercise transactions in this Form 4 filing.

Vanda Pharmaceuticals Inc. director Anne Sempowski Ward received an equity award covering 41,600 shares of common stock in the form of time-based restricted stock units. The award was granted at no cash cost to her and is scheduled to vest in full on June 4, 2027, if she continues serving the company through that date. After this grant, she is reported as beneficially owning 160,667 shares of Vanda common stock directly.

Insider Trade Summary

Grant/Award: 41,600 shares

Grant/Award 1 txn

Insider Ward Anne Sempowski

Role Director

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

Holdings After Transaction: Common Stock — 160,667 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 award size: 41,600 shares Transaction price: $0.0000 per share Total shares after grant: 160,667 shares +1 more

4 metrics

RSU award size 41,600 shares Common stock underlying time-based RSU grant

Transaction price $0.0000 per share Grant price for RSU-covered shares

Total shares after grant 160,667 shares Beneficial ownership following reported transaction

RSU vesting date June 4, 2027 100% of RSU shares vest on this date if service continues

Key Terms

restricted stock unit, time-based, vest, continuous service

4 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.

time-based financial

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

vest financial

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

A vest is the process by which an employee earns the right to receive certain benefits or ownership interests, such as stock or retirement funds, over time. It’s similar to earning a reward gradually, ensuring that the benefit becomes fully yours only after a set period or meeting specific conditions. This makes it important for investors because it determines when they can actually claim or use those 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 did Vanda Pharmaceuticals (VNDA) director Anne Sempowski Ward report on this Form 4?

She reported receiving 41,600 shares of Vanda common stock via a restricted stock unit award. The RSUs were granted at no cash cost and represent equity-based compensation rather than an open-market purchase or sale of shares.

How many Vanda Pharmaceuticals (VNDA) shares did the new RSU award cover?

The RSU award covers 41,600 shares of Vanda common stock. These shares are not fully owned yet; they will be delivered only if the time-based vesting conditions are satisfied by the stated vesting date.

When do Anne Sempowski Ward’s new Vanda (VNDA) RSUs vest?

The filing states that 100% of the shares underlying the RSU will vest on June 4, 2027. Vesting is contingent on her providing continuous service to Vanda Pharmaceuticals through that vesting date, according to the disclosure.

Did Anne Sempowski Ward pay cash for the Vanda (VNDA) shares reported?

No cash was paid for these shares. The transaction price per share is reported as 0.0000, indicating the award was granted as equity compensation rather than purchased in the open market by the director.

How many Vanda Pharmaceuticals (VNDA) shares does Anne Sempowski Ward hold after this grant?

After the RSU grant, her beneficial ownership is reported as 160,667 shares of common stock. This total reflects her direct holdings as of the filing, including the equity units granted in the disclosed transaction.

Is this Vanda (VNDA) Form 4 a buy or a sale of shares?

The Form 4 reports an acquisition via a grant or award, not a market trade. It uses transaction code “A,” indicating a grant or award of restricted stock units, rather than an open-market purchase or sale of common stock.

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^*

Ward Anne Sempowski

(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	160,667	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/ Anne Sempowski Ward	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)