Vanda (NASDAQ: VNDA) director awarded 41,600 RSU-based shares

Filing Impact

(Neutral)

Filing Sentiment

(Neutral)

Form Type

Rhea-AI Filing Summary

Duncan Charles Cliff reported acquisition or exercise transactions in this Form 4 filing.

Vanda Pharmaceuticals director Charles Cliff received a grant of 41,600 shares of common stock in the form of time-based restricted stock units at no purchase price. These RSUs vest in full on June 4, 2027 if he remains in continuous service, bringing his direct holdings to 98,701 shares.

Insider Trade Summary

1 transaction reported

Mixed 1 txn

Insider Duncan Charles Cliff

Role null

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

Holdings After Transaction: Common Stock — 98,701 shares (Direct, null)

Footnotes (1)

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Key Figures

RSU grant size: 41,600 shares Vesting date: June 4, 2027 Post-transaction holdings: 98,701 shares +1 more

4 metrics

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

Vesting date June 4, 2027 100% of RSU shares vest on this date

Post-transaction holdings 98,701 shares Total common shares directly held after award

Grant price per share $0.00 per share Equity compensation, not a market purchase

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."

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Form 4 Insider Transactions: What Each Field Means →

06/08/2026 - 04:21 PM

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^*

Duncan Charles Cliff

(Last)

(First)

(Middle)

2200 PENNSYLVANIA AVENUE NW

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	06/04/2026		A		41,600⁽¹⁾	A	$0	98,701	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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)

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/ Charles Cliff Duncan	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)

Source: View Original Filing on SEC EDGAR

FAQ

What did Vanda Pharmaceuticals (VNDA) director Charles Cliff report in this Form 4?

Director Charles Cliff reported receiving 41,600 shares of Vanda common stock as a time-based restricted stock unit award. The grant was made at no purchase price and represents equity compensation rather than an open-market share purchase or sale.

How many VNDA shares were granted to Charles Cliff and on what terms?

Charles Cliff was granted 41,600 shares of Vanda common stock underlying a time-based RSU award. All the shares vest together on June 4, 2027, subject to his continuous service with the company through that vesting date, according to the filing footnote.

When will Charles Cliff’s VNDA restricted stock units vest?

All 41,600 shares underlying Charles Cliff’s RSU award will vest on June 4, 2027. Vesting is contingent on him providing continuous service to Vanda Pharmaceuticals through that date, meaning the full grant vests in a single future installment.

Did Charles Cliff buy or sell VNDA shares in the market?

The transaction is classified as a grant or award acquisition, not an open-market trade. Cliff received 41,600 shares through a restricted stock unit grant at a price of $0.00 per share, so there was no market purchase or sale involved.

What are Charles Cliff’s VNDA holdings after this RSU grant?

Following the RSU grant, Charles Cliff directly holds 98,701 shares of Vanda common stock. This figure reflects his beneficial ownership after the reported award, providing context for the size of the equity grant relative to his total share position.

Is the VNDA RSU award subject to service conditions?

Yes. The filing states that 100% of the shares underlying the RSU award will vest only if Charles Cliff provides continuous service to Vanda Pharmaceuticals through June 4, 2027. If he does not, some or all of the units may not vest.