Executive at Vanda (NASDAQ: VNDA) sells shares to cover RSU taxes

Rhea-AI Filing Summary

Vanda Pharmaceuticals Inc. executive Timothy Williams, its SVP & General Counsel, reported selling 42,434 shares of common stock on March 2, 2026. The shares were sold at a weighted average price of $8.2659 per share solely to satisfy tax obligations arising from the settlement of vested RSUs under the company’s RSU agreements. The transactions occurred in multiple trades at prices ranging from $8.085 to $8.81 per share. After these tax-related sales, Williams directly holds 377,450 shares of Vanda common stock.

Insider Trade Summary

Net Seller: 42,434 shares ($350,755)

Net Sell 1 txn

Insider Williams Timothy

Role SVP & General Counsel

Sold 42,434 shs ($351K)

Type	Security	Shares	Price	Value
Sale	Common Stock	42,434	$8.2659	$351K

Holdings After Transaction: Common Stock — 377,450 shares (Direct)

Footnotes (1)

1. Represents shares of the Issuer's common stock sold to satisfy tax obligations relating to the acquisition of shares of the Issuer's common stock in connection with the settlement of the vested portion of RSUs. Such sale was executed pursuant to the withholding tax provisions of the RSU agreements. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $8.085 to $8.81 inclusive. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer or the staff of the Securities Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote (2) to this Form 4.

Form 4 Insider Transactions: What Each Field Means →

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
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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)
03/02/2026

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	03/02/2026		S		42,434(1)	D	$8.2659(2)	377,450	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 the Issuer's common stock sold to satisfy tax obligations relating to the acquisition of shares of the Issuer's common stock in connection with the settlement of the vested portion of RSUs. Such sale was executed pursuant to the withholding tax provisions of the RSU agreements.

2. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $8.085 to $8.81 inclusive. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer or the staff of the Securities Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote (2) to this Form 4.

	/s/ Timothy Williams	03/04/2026
	** 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 insider transaction did VNDA report for Timothy Williams?

Vanda Pharmaceuticals reported that SVP & General Counsel Timothy Williams sold 42,434 shares of common stock on March 2, 2026. The transaction was disclosed on Form 4 and classified as an open‑market sale of common stock.

Why did Timothy Williams sell Vanda Pharmaceuticals (VNDA) shares?

Timothy Williams sold Vanda shares to satisfy tax obligations related to vested RSUs. The filing explains the sale was executed under the RSU agreements’ withholding tax provisions, indicating it was a tax‑driven disposition rather than a discretionary portfolio sale.

How many VNDA shares did Timothy Williams sell and at what price?

He sold 42,434 shares of Vanda Pharmaceuticals common stock at a weighted average price of $8.2659 per share. Footnotes state the shares were sold in multiple transactions, with individual prices ranging from $8.085 to $8.81 inclusive.

How many Vanda Pharmaceuticals (VNDA) shares does Timothy Williams hold after the sale?

Following the reported tax‑related sale, Timothy Williams directly holds 377,450 shares of Vanda Pharmaceuticals common stock. This post‑transaction ownership figure comes from the Form 4 data labeled as the total shares beneficially owned after the transactions.

What role does Timothy Williams hold at Vanda Pharmaceuticals (VNDA)?

Timothy Williams is identified as an officer of Vanda Pharmaceuticals, serving as SVP & General Counsel. This officer role is specified in the insider data, indicating he is a senior executive with legal responsibilities at the company.

How is the sale price range for the VNDA insider trade described?

The filing notes the reported price is a weighted average of $8.2659 per share. It explains the shares were sold in multiple transactions, with individual trade prices ranging between $8.085 and $8.81, and offers to provide full breakdowns upon request.