Form 8-K

8-K — Vanda Pharmaceuticals Inc.

Accession: 0001628280-26-026642

Filed: 2026-04-22

Period: 2026-04-22

CIK: 0001347178

SIC: 2834 (PHARMACEUTICAL PREPARATIONS)

Item: Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers: Compensatory Arrangements of Certain Officers

Item: Financial Statements and Exhibits

Documents

8-K — vnda-20260422.htm (Primary)

EX-99.1 (vnda8-k4222026exhibit991.htm)

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): April 22, 2026

VANDA PHARMACEUTICALS INC.

(Exact name of Registrant as specified in its charter)

Delaware 001-34186 03-0491827

(State or other jurisdiction of incorporation) (Commission File No.) (IRS Employer Identification No.)

2200 Pennsylvania Avenue NW

Suite 300E

Washington, DC 20037

(Address of principal executive offices and zip code)

Registrant’s telephone number, including area code: (202) 734-3400

Not Applicable

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class Trading Symbol(s) Name of each exchange on which registered

Common Stock, par value $0.001 per share VNDA The Nasdaq Global Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

(d) Election of Director

On April 22, 2026, the Board of Directors (the “Board”) of Vanda Pharmaceuticals Inc. (the “Company”) expanded the size of the Board from six to seven members, effective immediately and appointed Charles C. Duncan, Ph.D., as a director of the Company to fill the vacancy created by the expansion. Dr. Duncan will serve as a Class II director with an initial term that will expire at the Company’s 2026 annual meeting of stockholders.

The full text of the press release announcing Dr. Duncan’s appointment to the Board is attached as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated by reference herein.

Pursuant to the Company’s outside director compensation program, Dr. Duncan was granted an initial restricted stock unit award with a fixed grant date value equal to $390,000 as of April 22, 2026, with the number of shares of common stock underlying the award to be determined based on such value calculated in accordance with ASC 718. The restricted stock units will vest in four equal installments while Dr. Duncan continues to provide service as a member of the Board, with the first annual vest taking place on April 22, 2027. In the event of a change of control of the Company, the restricted stock units will become fully vested. Dr. Duncan will also receive a $50,000 annual fee, payable quarterly. In addition, he will be eligible to receive, upon the conclusion of each annual meeting of stockholders beginning in 2026, an additional restricted stock unit award with a fixed grant date value equal to $260,000 as of the date of the annual meeting, with the number of shares of common stock underlying the award to be determined based on such value calculated in accordance with ASC 718. Such annual restricted stock units will vest one year from the date of grant, except that in the event of a change of control of the Company the restricted stock units will become fully vested. The outside director compensation program will be described in further detail in the Company’s Definitive Proxy Statement for its 2026 annual meeting of stockholders to be filed with the Securities and Exchange Commission.

Dr. Duncan and the Company entered into an indemnification agreement requiring the Company to indemnify him to the fullest extent permitted under Delaware law with respect to his service as a director. The indemnification agreement is in the form entered into with the Company’s other directors and executive officers. This form is filed as Exhibit 10.11 to the Company’s Registration Statement on Form S-1 (File No. 333-130759), as originally filed on December 29, 2005.

Since the beginning of the last fiscal year, there have been no related party transactions between the Company and Dr. Duncan that would be reportable under Item 404(a) of Regulation S-K.

The Board has determined that Dr. Duncan is an independent director in accordance with applicable rules of the Securities and Exchange Commission and The Nasdaq Global Market.

Item 9.01. Financial Statements and Exhibits.

(d)Exhibits

Exhibit No. Description

99.1

Press release of Vanda Pharmaceuticals Inc. dated April 22, 2026.

104 Cover Page Interactive Data File (embedded within the Inline XBRL document).

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Dated: April 22, 2026 VANDA PHARMACEUTICALS INC.

By: /s/ Kevin Moran

Name: Kevin Moran

Title: Senior Vice President, Chief Financial Officer and Treasurer

EX-99.1

Filename: vnda8-k4222026exhibit991.htm · Sequence: 2

Document

Exhibit 99.1

Vanda Pharmaceuticals Appoints Dr. Charles Duncan to its Board of Directors

WASHINGTON, April 22, 2026 /PRNewswire/ -- Vanda Pharmaceuticals Inc. (Vanda) (Nasdaq: VNDA) today announced the appointment of Charles Duncan, Ph.D. to its Board of Directors effective April 22, 2026. Following Dr. Duncan’s appointment, Vanda’s Board of Directors is now comprised of seven directors, six of whom are independent.

Dr. Duncan is a highly experienced and respected leader in the life sciences and biotechnology sector,” said Mihael H. Polymeropoulos, M.D., Vanda’s President, CEO and Chairman of the Board. “We are excited to welcome him to our strong and independent Board of Directors, where his deep industry expertise will complement our strengths as we advance our innovative pipeline in the service of patient needs.”

Dr. Duncan currently serves as the President of Sulci Advisors, LLC, a business advisory firm focused on the life sciences sector, a position he has held since founding the firm in September 2025. Prior to founding Sulci Advisors, LLC, Dr. Duncan spent nearly three decades as a sell-side biotechnology equity research analyst. From July 2018 until his retirement in June 2025, Dr. Duncan served as Managing Director and Senior Biotechnology Analyst at Cantor Fitzgerald & Co., where he initiated or assumed coverage on more than 70 companies, with a particular focus on neurology, psychiatry and platform-enabled therapeutics. From December 2012 to June 2018, Dr. Duncan served as Managing Director and Senior Biotechnology Analyst at Piper Jaffray & Co., where he initiated or assumed coverage on more than 40 companies and was recognized by Thomson Reuters StarMine for stock picking and earnings estimates. From September 2002 to December 2012, Dr. Duncan served as Managing Director, Supervisory and Senior Biotechnology Analyst at JMP Securities, LLC, where he was a founding healthcare partner and launched the firm’s biotechnology research franchise.

Earlier in his career, Dr. Duncan held biotechnology equity research positions at Dresdner Kleinwort Wasserstein Securities, Inc., Prudential Securities, Inc., Tucker Anthony Cleary Gull, Inc. and Chatfield Dean & Co., Inc., and previously served as a founder and board member of InfusionVision MEDical, Inc., a private venture capital-backed medical device company.

Dr. Duncan received his Ph.D. in Pharmaceutical Sciences, with a concentration in Neuropharmacology, from the University of Colorado-Boulder and his B.S. in Zoology from the University of Wisconsin-Madison.

Dr. Duncan joins the Vanda Pharmaceuticals board with broad industry perspectives and well-established experience translating clinical data and development plans for value creation to a diverse range of biotech stakeholders. “I am enthusiastic to join the Vanda board, especially at this potentially transformational period in the company’s evolution,” said Dr. Duncan. “Having covered a large number of Neuro-Innovator companies during my sell-side career, I see Vanda having a long history of innovation within CNS disorders, and it has served well patients in need. That said, with recent approvals of NEREUS™ and BYSANTI™, previous label expansion for Fanapt® and a growing pipeline to deliver impactful data over the next ~12 months, I believe Vanda has entered a new era of growth. I look forward to productive board service as management strives to create value broadly for stakeholders, including patients, payors, and shareholders.”

About Vanda Pharmaceuticals Inc.

Vanda is a leading global biopharmaceutical company focused on the development and commercialization of innovative therapies to address high unmet medical needs and improve the lives of patients. For more on Vanda Pharmaceuticals Inc., please visit www.vandapharma.com and follow us on X @vandapharma.

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

Various statements in this press release, including, without limitation, statements regarding Dr. Duncan’s ability to assist Vanda in advancing its product pipeline in the service of patient needs, the delivery of impactful data over the next 12 months, Vanda’s growth and the creation of value for stakeholders are “forward-looking statements” under the securities laws. All statements other than statements of historical fact are statements that could be deemed forward-looking statements. Forward-looking statements are based upon current expectations and assumptions that involve risks, changes in circumstances and

uncertainties. Important factors that could cause actual results to differ materially from those reflected in Vanda’s forward-looking statements include, among others, Vanda’s assumptions regarding its ability to complete the clinical development and obtain regulatory approval for the products in its pipeline, the success of Vanda’s clinical trials over the next 12 months and Vanda’s ability to report positive results from the trials during such period, Vanda’s ability to continue to grow its pipeline and portfolio of products and management’s ability to create value for patients, payors and shareholders. Therefore, no assurance can be given that the results or developments anticipated by Vanda will be realized or, even if substantially realized, that they will have the expected consequences to, or effects on, Vanda. Forward-looking statements in this press release should be evaluated together with the various risks and uncertainties that affect Vanda’s business and market, particularly those identified in the “Cautionary Note Regarding Forward-Looking Statements”, “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” sections of Vanda’s most recent Annual Report on Form 10-K, as updated by Vanda’s subsequent Quarterly Reports on Form 10-Q, Current Reports on Form 8-K and other filings with the U.S. Securities and Exchange Commission, which are available at www.sec.gov.

All written and verbal forward-looking statements attributable to Vanda or any person acting on its behalf are expressly qualified in their entirety by the cautionary statements contained or referred to herein. Vanda cautions investors not to rely too heavily on the forward-looking statements Vanda makes or that are made on its behalf. The information in this press release is provided only as of the date of this press release, and Vanda undertakes no obligation, and specifically declines any obligation, to update or revise publicly any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law.

Corporate Contact:

Kevin Moran

Senior Vice President, Chief Financial Officer and Treasurer

Vanda Pharmaceuticals Inc.

202-734-3400

pr@vandapharma.com

Jim Golden / Jack Kelleher / Dan Moore

Collected Strategies

VANDA-CS@collectedstrategies.com

SOURCE Vanda Pharmaceuticals Inc.

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