8-K current report · filed Apr 22, 2026

Vanda Pharmaceuticals Inc. (VNDA) 8-K Current Report: April 22, 2026

Item 5.02Item EX-99.1VNDA overview

Short answer

Vanda Pharmaceuticals Inc. (VNDA) filed an 8-K current report with the SEC on April 22, 2026 reporting Item 5.02 (Departure/Election of Directors or Officers), Item EX-99.1 (Exhibit EX-99.1). Board expanded from six to seven directors; Charles C. Duncan appointed Class II director through 2026 annual meeting.

Vanda Pharmaceuticals Inc. 8-K event analysis

AI summary of each reported item and its exhibits

Item 5.02 · Departure/Election of Directors or Officers

  • Board expanded from six to seven directors; Charles C. Duncan appointed Class II director through 2026 annual meeting
  • Independent director under SEC and Nasdaq rules, strengthening board oversight
  • Initial restricted stock unit award valued at $390,000, vesting in four equal annual installments
  • Annual $50,000 cash fee plus $260,000 restricted stock unit award after each annual meeting
  • Equity awards fully vest upon a change of control, increasing transaction-related compensation obligations

Item EX-99.1 · Exhibit EX-99.1

  • Charles Duncan appointed director effective April 22, 2026
  • Board expands to seven directors, including six independent members
  • Duncan brings nearly three decades of biotechnology equity research experience, focused on neurology and psychiatry
  • Appointment supports pipeline strategy as Vanda cites recent NEREUS™, BYSANTI™, and Fanapt® label expansion
  • Management highlights potentially impactful pipeline data expected over the next ~12 months, subject to clinical and regulatory risks

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