vnda-20260423

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

(Rule 14a-101)

Proxy Statement Pursuant to Section 14(a) of

the Securities Exchange Act of 1934 (Amendment No. )

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x						Definitive Proxy Statement

o						Definitive Additional Materials

o						Soliciting Material Pursuant to §240.14a-12

Vanda Pharmaceuticals Inc.

(Name of Registrant as Specified in Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

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Fee paid previously with preliminary materials.

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Vanda Pharmaceuticals Inc.

2200 Pennsylvania Avenue NW, Suite 300E

Washington, D.C. 20037

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

To Be Held on June 4, 2026

Dear Stockholder:

You are cordially invited to attend the Annual Meeting of Stockholders (the “Annual Meeting”) of Vanda Pharmaceuticals Inc., a Delaware corporation (the “Company”). The Annual Meeting will be held on June 4, 2026, at 9:00 a.m. Eastern Time in a virtual meeting format only via webcast on the Internet. You will be able to attend and participate in the virtual Annual Meeting online by visiting the meeting website at www.virtualshareholdermeeting.com/VNDA2026 and entering your 16-digit control number included on your proxy card or Notice of Internet Availability of Proxy Materials. We are committed to ensuring, to the extent possible, that stockholders will be afforded the ability to participate at the virtual meeting like they would at an in-person meeting. Additional details on how to participate in the Annual Meeting can be found in the Questions and Answers section below. The Annual Meeting is being held for the following purposes:

1.To elect Richard W. Dugan, Charles C. Duncan, Ph.D. and Anne Sempowski Ward as Class II directors until the 2029 annual meeting of stockholders;

2.To ratify the selection, by the Audit Committee of the Company’s Board of Directors, of PricewaterhouseCoopers LLP as the independent registered public accounting firm of the Company for the year ending December 31, 2026;

3.To approve, on an advisory basis, the Company’s named executive officer compensation;

4.To approve an amendment to the Company’s Amended and Restated 2016 Equity Incentive Plan, as amended (the “2016 Plan”), to increase the aggregate number of shares authorized for issuance thereunder; and

5.To conduct any other business properly brought before the Annual Meeting or any adjournments or postponements thereof.

The record date for the Annual Meeting is April 17, 2026. Only stockholders of record at the close of business on that date, or their duly designated proxies, may vote at the Annual Meeting or any adjournment thereof. A complete list of such stockholders will be available for examination at our offices in Washington, D.C. during normal business hours for a period of ten days prior to the date of the Annual Meeting.

Your vote is important. Whether or not you plan to attend the virtual Annual Meeting webcast, please vote by telephone or over the Internet, or by completing, signing, dating and returning your proxy card or voting instruction form so that your shares will be represented at the Annual Meeting. Instructions for voting are described in the Company’s Proxy Statement for the Annual Meeting, Notice of Internet Availability of Proxy Materials or proxy card.

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE ANNUAL MEETING OF STOCKHOLDERS TO BE HELD ON JUNE 4, 2026:

The Company’s Notice of Annual Meeting, Proxy Statement, and Annual Report on Form 10-K for the fiscal year ended December 31, 2025 are available free of charge at www.proxyvote.com. Information on this website, other than this Proxy Statement, is not a part of this Proxy Statement. You may also obtain these materials at the website of the Securities and Exchange Commission at www.sec.gov.


By Order of the Board of Directors,

Kevin Moran
Senior Vice President, Chief Financial Officer and Treasurer
Washington, D.C.
April 23, 2026

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TABLE OF CONTENTS


			Page
2026 PROXY STATEMENT - SUMMARY			1

QUESTIONS AND ANSWERS ABOUT THIS PROXY MATERIAL AND VOTING			3

PROPOSAL 1: ELECTION OF DIRECTORS			9

CORPORATE GOVERNANCE			13

PROPOSAL 2: RATIFICATION OF SELECTION OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM			20

AUDIT COMMITTEE REPORT			22

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT			23

EXECUTIVE OFFICERS			25

EXECUTIVE COMPENSATION			26

PROPOSAL 3: ADVISORY VOTE ON NAMED EXECUTIVE OFFICER COMPENSATION			48

PROPOSAL 4: AMENDMENT TO AMENDED AND RESTATED 2016 EQUITY INCENTIVE PLAN			49

CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS			58

OTHER MATTERS			60

NO INCORPORATION BY REFERENCE			60

NOTE ABOUT FORWARD-LOOKING STATEMENTS			60

CONTACT FOR QUESTIONS AND ASSISTANCE WITH VOTING			61

APPENDIX A - 2016 EQUITY INCENTIVE PLAN			62

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2026 PROXY STATEMENT - SUMMARY

This summary highlights information contained elsewhere in this Proxy Statement and does not contain all of the information you should consider. You should read the entire Proxy Statement carefully before voting.

We are making this Proxy Statement and our Annual Report on Form 10-K for the year ended December 31, 2025 (the “Annual Report”) available to stockholders at www.proxyvote.com. On or about April 23, 2026, we will begin mailing to certain of our stockholders a notice (the “Notice”) containing instructions on how to access and review this Proxy Statement and the Annual Report at that website.

GENERAL INFORMATION

Meeting: 2026 Annual Meeting of Stockholders

Date: June 4, 2026

Time: 9:00 a.m., Eastern Time

Location: www.virtualshareholdermeeting.com/VNDA2026

Record Date: April 17, 2026

Record Date Shares Outstanding: 60,135,062

Stock Symbol: VNDA

Exchange: Nasdaq Global Market

Transfer Agent: Equiniti Trust Company, LLC

Website: www.vandapharma.com

ANNUAL MEETING AGENDA

(Board Recommendations)

Election of three Class II Directors (“FOR”)

Ratification of selection of PricewaterhouseCoopers LLP as our independent registered public accounting firm for the year ending December 31, 2026 (“FOR”)

Approval, on an advisory basis, of the compensation for our named executive officers (“FOR”)

Approval of an amendment to the Amended and Restated 2016 Equity Incentive Plan to increase the aggregate number of shares authorized for issuance thereunder (“FOR”)

Conduct other business properly brought before the Annual Meeting or any adjournments or postponements thereof

2025 BUSINESS HIGHLIGHTS

Total revenues of $216.1 million for the full year 2025.

Fanapt® net product sales of $117.3 million for the full year 2025.

HETLIOZ® net product sales of $71.4 million for the full year 2025.

PONVORY® net product sales were $27.4 million for the full year 2025.

2025 year-end cash, cash equivalents and marketable securities of $263.8 million.

Net loss of $220.5 million for the full year 2025, including the impact of the recording of a valuation allowance of $113.7 million against all of Vanda’s deferred tax assets, which is a non-cash charge.

Fanapt® (iloperidone)

•The Phase III study of the long-acting injectable formulation of Fanapt® in the treatment of schizophrenia in relapse prevention is ongoing and we are enrolling patients.

•A clinical study of the long-acting injectable formulation of iloperidone in people with treatment-resistant hypertension is ongoing and we are enrolling patients.

HETLIOZ® (tasimelteon)

•In January 2026, we received a decision letter from the FDA Center for Drug Evaluation and Research (CDER) concluding that the supplemental New Drug Application (sNDA) for HETLIOZ® for the

treatment of jet lag disorder cannot be approved in the current form. This letter followed CDER's re-review of the jet lag sNDA under Vanda's collaborative framework agreement with the FDA. In January 2026, we requested that the FDA Commissioner resume hearing proceedings and in March 2026, the FDA granted our request for a formal evidentiary public hearing to be held at a future date.

•We continued clinical programs for HETLIOZ LQ® for the treatment of pediatric insomnia.

PONVORY® (ponesimod)

•We commenced a Phase III clinical study of PONVORY® for the treatment of psoriasis.

•We commenced a Phase III clinical study of PONVORY® for the treatment of ulcerative colitis.

BYSANTITM (milsaperidone)

•We began enrolling patients in a Phase III clinical study for BYSANTI™ for use as a once-daily adjunctive treatment for major depressive disorder (MDD).

NEREUSTM (tradipitant)

•In December 2025, the FDA granted approval of NEREUSTM for the prevention of vomiting induced by motion.

•In November 2025, we reported positive results from our Phase II clinical study for tradipitant in the prevention of GLP-1 induced nausea and vomiting.

Other

•In January 2025, we signed an exclusive, global license agreement with AnaptysBio, Inc. for the development and commercialization of imsidolimab.

•In October 2025, we announced that we agreed on a collaborative framework with the FDA for the resolution of certain disputes regarding our products.

•In the fourth quarter of 2025, we submitted a Biologics License Application (BLA) to the FDA for imsidolimab for the treatment of generalized pustular psoriasis (GPP).

•In the fourth quarter of 2025, we initiated a Phase III study of VQW-765, an alpha-7 nicotinic acetylcholine receptor partial agonist in the treatment of adults with social anxiety disorder.

CORPORATE GOVERNANCE AND EXECUTIVE COMPENSATION HIGHLIGHTS

Board Refreshment. Over 66% board refreshment since 2019.

Board Diversity. 2 of our 7 directors are women.

Majority Board Independence. 6 out of the 7 directors are independent.

Board Tenure. The average tenure of our directors is approximately 11.2 years.

Lead Independent Director. We have a Lead Independent Director with robust responsibilities.

Independent Committees. 100% of our committee chairs and members are independent.

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Majority Voting Standard. A majority voting standard in director elections with advance conditional resignation for failing to meet such majority vote.

Single Class of Stock. We implement a single class of common stock structure.

Say-on-Pay Vote. We hold an annual Say-on-Pay vote. Approximately 74% of votes cast at the 2025 Annual Meeting of Stockholders approved, on an advisory basis, the compensation of our named executive officers (“NEOs”).

Pay for Performance. We pay annual bonuses based on the achievement of Company goals, individual performance and contribution in achieving those goals. We do not have guaranteed annual bonus payouts.

Formulaic Annual Cash Incentive Award Program. A substantial majority of the value of our annual bonuses are tied to the achievement of pre-specified objective criteria, such as revenue targets, clinical study metrics and regulatory filing timelines.

Stock Ownership Guidelines. The Board has established guidelines stating that each Board member and each Executive Officer should own common stock of the Company in minimum amounts as follows: (i) for Board members, three times the individual’s annual cash retainer (excluding any lead director, committee or committee chair fees), (ii) for the CEO, six times such individual’s annual base salary and (iii) for other Executive Officers, three times the individual’s annual base salary.

Executive Officer Clawback Policy. We have adopted a clawback policy on incentive-based equity and cash compensation for our executive officers.

No “Single-Trigger” Change of Control Benefits. We offer NEOs and certain other employees a change of control severance package triggered upon a change of control followed by termination of the executive without cause or resignation for good reason, as discussed in “

SEC Form DEF 14A filed by Vanda Pharmaceuticals Inc.