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. )

Filed by the Registrant x Filed by a Party other than the Registrant o

Check the appropriate box:


o						Preliminary Proxy Statement

o						Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

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)

Payment of Filing Fee (Check all boxes that apply):

No fee required.

Fee paid previously with preliminary materials.

Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11.

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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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			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 “Employment Agreements” below.

No Enhanced Executive Benefit Programs. We do not provide our management with pensions or any other enhanced benefit programs beyond those that are typically available to all other employees or as appropriate in foreign jurisdictions.

Expiration of Stockholder Rights Plan. Our Board did not renew our stockholder rights plan, which expired by its terms on April 16, 2025.

Anti-Hedging / Anti-Pledging Policy. We have adopted a comprehensive anti-hedging / anti-pledging policy that applies to all our employees and directors.

No Option Repricing. We are not permitted to reprice stock options without stockholder approval.

No Evergreen Provisions. Our equity compensation plan does not contain any “evergreen” provisions to increase shares available for issuance as equity awards.

Annual Risk Assessment. We conduct an annual company-wide compensation program risk assessment.

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Vanda Pharmaceuticals Inc.

2200 Pennsylvania Avenue NW, Suite 300E

Washington, D.C. 20037

PROXY STATEMENT

FOR THE 2026 ANNUAL MEETING OF STOCKHOLDERS

June 4, 2026

This proxy statement (the “Proxy Statement”) is furnished in connection with the solicitation of proxies to be voted at the 2026 Annual Meeting of Stockholders (the “Annual Meeting”) of Vanda Pharmaceuticals Inc. (sometimes referred to as “we,” “us,” “our,” the “Company” or “Vanda”), which will be held on June 4, 2026, at 9:00 a.m. Eastern Time in a virtual meeting format via webcast, with no physical in-person meeting.

The Notice also instructs you how you may submit your proxy over the Internet or via telephone. If you would like to receive a printed copy of our proxy materials, you should follow the instructions for requesting those materials included in the Notice.

QUESTIONS AND ANSWERS ABOUT THIS PROXY MATERIAL AND VOTING

Why am I receiving this Proxy Statement and proxy card?

You have received these proxy materials because you owned shares of Vanda common stock as of April 17, 2026, the record date for the Annual Meeting (the “Record Date”), and our Board of Directors (the “Board”) is soliciting your proxy to vote at the Annual Meeting. This Proxy Statement describes matters on which we would like you to vote at the Annual Meeting so that you can make an informed decision.

Why did I receive a Notice of Internet Availability of Proxy Materials in the mail instead of a printed set of proxy materials?

Pursuant to rules adopted by the Securities and Exchange Commission (the “SEC”), we are permitted to furnish our proxy materials over the Internet to our stockholders by delivering the Notice in the mail. As a result, only stockholders who specifically request a printed copy of the Proxy Statement will receive one. Instead, the Notice instructs stockholders on how to access and review the Proxy Statement and the Annual Report over the Internet at www.proxyvote.com. The Notice also instructs stockholders on how they may submit their proxy over the Internet. If a stockholder who received a Notice would like to receive a printed copy of our proxy materials, such stockholder should follow the instructions for requesting these materials contained in the Notice.

Why is the Annual Meeting being held as a virtual, online meeting?

We designed the virtual Annual Meeting to provide the same rights and opportunities to participate as stockholders would have at an in-person meeting, including the right to vote and ask questions through the virtual meeting platform. We hold our Annual Meeting virtually to enable all of our stockholders to join and participate in the Annual Meeting regardless of their physical location.

How may I vote at the Annual Meeting?

You are invited to attend the Annual Meeting to vote on the proposals described in this Proxy Statement. However, you do not need to attend the meeting to vote your shares. Instead, you may simply follow the instructions below to submit your proxy via telephone or on the Internet. If you received a printed set of materials, you may also vote by mail by completing, signing, dating and returning the proxy card.

To access the virtual Annual Meeting, you will be asked to provide your 16-digit control number. Instructions on how to attend and participate via the Internet are posted at www.virtualshareholdermeeting.com/VNDA2026. If you hold shares beneficially in “street name” (i.e., through a bank, broker or other nominee), you may only vote at the virtual Annual Meeting if you obtain a legal proxy and control number from the broker, trustee or nominee that holds your shares giving you the right to vote the shares.

When you vote, regardless of the method used, you appoint Dr. Mihael H. Polymeropoulos, M.D. and Mr. Kevin Moran as your representatives (or proxyholders) at the Annual Meeting. They will vote your shares at the Annual Meeting as you have instructed them or, if an issue that is not on the proxy card comes up for vote, in accordance with their best judgment. This way, your shares will be voted whether or not you attend the Annual Meeting.

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Who is entitled to vote at the Annual Meeting?

Stockholders of record at the close of business on the Record Date will be entitled to vote at the Annual Meeting. On the Record Date, there were 60,135,062 shares of the Company’s common stock outstanding. All of these outstanding shares are entitled to vote at the Annual Meeting (one vote per share of common stock) in connection with the matters set forth in this Proxy Statement.

If you are a beneficial owner of your shares, you have the right to direct your nominee on how to vote the shares held in your account, and your nominee has enclosed or provided voting instructions for you to use in directing it on how to vote your shares. However, the organization that holds your shares is considered the stockholder of record for purposes of voting at the meeting. Because you are not the stockholder of record, you may not attend or vote your shares at the meeting unless you (i) request and obtain a legal proxy giving you the right to vote the shares at the meeting from the organization that holds your shares and (ii) register to attend the Annual Meeting.

A list of stockholders entitled to vote at the meeting will be available for ten days prior to the date of the Annual Meeting at our principal place of business, 2200 Pennsylvania Avenue NW, Suite 300E, Washington, D.C. 20037, between the hours of 9:00 a.m. and 5:00 p.m. local time.

How do I vote?

If, on the Record Date, your shares were registered directly in your name with our transfer agent, Equiniti Trust Company, LLC, then you are a stockholder of record. Stockholders of record may vote by using the Internet, by telephone or (if you received a proxy card by mail) by mail as described below. Stockholders also may attend the virtual meeting webcast and vote via the virtual meeting interface. If you hold shares in “street name” (i.e., through a bank, broker or other nominee), please refer to your proxy card, Notice or other information forwarded by your bank, broker or other nominee to see which voting options are available to you.

•You may vote by using the Internet. The address of the website for Internet voting is www.proxyvote.com. Internet voting is available 24 hours a day and will be accessible until 11:59 p.m. Eastern Time on June 3, 2026. Easy-to-follow instructions allow you to vote your shares and confirm that your instructions have been properly recorded.

•You may vote by telephone. The toll-free telephone number is noted on your Notice and proxy card. Telephone voting is available 24 hours a day and will be accessible until 11:59 p.m. Eastern Time on June 3, 2026. Easy-to-follow voice prompts allow you to vote your shares and confirm that your instructions have been properly recorded.

•You may vote by mail. If you received a proxy card by mail and choose to vote by mail, simply mark your proxy card, date and sign it, and return it in the postage-paid envelope.

The method you use to vote will not limit your right to vote at the Annual Meeting if you decide to attend the virtual meeting webcast. Instructions for voting during the virtual meeting will be available on the meeting website. If you hold your shares in street name, you must obtain a proxy, executed in your favor, from the holder of record to be able to vote during the virtual meeting.

Can I change my vote after submitting my proxy?

Yes. You can revoke your proxy at any time before the final vote at the Annual Meeting. If you are the record holder of your shares, you may revoke your proxy in any one of three ways:

•You may submit a subsequent proxy by using the Internet, by telephone or by mail with a later date;

•You may deliver a written notice that you are revoking your proxy to the Secretary of the Company at 2200 Pennsylvania Avenue NW, Suite 300E, Washington, D.C. 20037; or

•You may attend the virtual Annual Meeting webcast and vote your shares electronically. Simply attending the virtual Annual Meeting webcast without affirmatively voting will not, by itself, revoke your proxy.

If you are a beneficial owner of your shares, you must contact the bank, broker or other nominee holding your shares in street name and follow their instructions for changing your vote.

We urge you to vote your shares by completing, signing, dating and returning the enclosed proxy card, or following the instructions on the enclosed proxy card to submit your proxy via telephone or on the Internet. Changing your vote prior to the Annual Meeting is most easily accomplished if you submit your proxy via telephone or on the Internet, as your vote may then be changed by simply submitting a new vote via telephone or on the Internet.

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How many votes do you need to hold the Annual Meeting?

A quorum of stockholders is necessary to conduct business at the Annual Meeting. Pursuant to our Amended and Restated Bylaws (the “Bylaws”), a quorum will be present if holders of a majority of the voting power of outstanding shares of the Company entitled to vote generally in the election of directors are represented in person (virtually) or by proxy at the Annual Meeting. On the Record Date, there were 60,135,062 shares of common stock outstanding and entitled to vote. Thus, 30,067,532 shares must be represented by stockholders present at the Annual Meeting or represented by proxy to have a quorum.

Your shares will be counted towards the quorum only if you submit a valid proxy (or one is submitted on your behalf by your broker, bank or other nominee) or if you attend the virtual Annual Meeting webcast and vote on the meeting website. Abstentions and broker non-votes will be counted for the purpose of determining whether a quorum is present for the transaction of business. If a quorum is not present, the holders of a majority of the votes present at the Annual Meeting may adjourn the Annual Meeting to another date.

What proposals will be voted on at the Annual Meeting?

Proposal

Board
Recommendation

Vote Required

Broker
Discretionary
Voting
Allowed

Proposal 1: Elect Richard W. Dugan, Charles C. Duncan, Ph.D. and Anne Sempowski Ward to serve as the Class II directors until the 2029 annual meeting of stockholders.

FOR each of the Board’s three nominees

Majority of Votes
Cast

Proposal 2: Ratify the selection of PricewaterhouseCoopers LLP as our independent registered public accounting firm for the year ending December 31, 2026.

FOR

Majority of Votes
Cast

Yes

Proposal 3: Approve on an advisory basis the named executive officer compensation (“Say-on-Pay”).

FOR

Majority of Votes
Cast

Proposal 4: Approve an amendment to our Amended and Restated 2016 Equity Incentive Plan to increase the aggregate number of shares authorized for issuance thereunder.

FOR

Majority of Votes Cast

Majority of Votes Cast means that a proposal that receives an affirmative majority of the votes cast will be approved. Abstentions and broker non-votes (as discussed below) will not be counted “FOR” or “AGAINST” the proposal and will have no effect on the proposal.

What is Broker Discretionary Voting and a Broker Non-Vote?

Broker Discretionary Voting occurs when a broker, bank or other nominee (generally, a “broker”) holding shares on behalf of a beneficial owner does not receive voting instructions from the beneficial owner and votes those shares in its discretion on any proposal on which it is permitted to vote. At the Annual Meeting, the only proposal for which Broker Discretionary Voting is permitted is Proposal 2, the ratification of the Company’s independent registered public accounting firm, which is considered a “routine” matter. With respect to “non-routine” matters, the broker is not permitted to vote shares for a beneficial owner without timely received voting instructions and a “broker non-vote” occurs as to such matters. Broker non-votes will not have any impact on voting results but will be counted for quorum purposes. We strongly encourage you to submit your voting instructions to your broker promptly to ensure your shares are voted in accordance with your instructions at the Annual Meeting.

Could other matters be decided at the Annual Meeting?

Vanda does not know of any other matters that may be presented for action at the Annual Meeting. Should any other business come before the Annual Meeting, the persons named on the proxy card will have discretionary authority to vote the shares represented by proxies in accordance with their best judgment. If you hold shares in street name as described above, they will not be able to vote your shares on any other business that comes before the Annual Meeting unless they receive instructions from you with respect to such other business.

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What happens if a director nominee is unable to stand for election?

If a nominee is unable to stand for election, our Board may either:

•reduce the number of directors that serve on the Board; or

•designate a substitute nominee.

If our Board designates a substitute nominee, shares represented by proxies voted for the nominee who is unable to stand for election will be voted for the substitute nominee.

What happens if I submit my proxy but do not provide voting instructions?

If you submit a proxy via telephone, the Internet or return a signed and dated proxy card without indicating instructions with respect to specific proposals, your shares will be voted as follows:

•Proposal 1: “FOR” the election of Richard W. Dugan, Charles C. Duncan, Ph.D. and Anne Sempowski Ward to serve as Class II directors until the 2029 annual meeting of stockholders.

•Proposal 2: “FOR” the ratification of PricewaterhouseCoopers LLP as our independent registered public accounting firm for the year ending December 31, 2026.

•Proposal 3: “FOR” the approval, in an advisory manner, of the compensation of our named executive officers as set forth in this Proxy Statement.

•Proposal 4: “FOR” the approval of an amendment to the Amended and Restated 2016 Equity Incentive Plan to increase the aggregate number of shares authorized for issuance thereunder.

If any other matter is properly presented at the Annual Meeting, the proxyholders for shares voted on the proxy card (i.e., one of the individuals named as proxies on your proxy card) will vote your shares using their best judgment.

Who is paying for this proxy solicitation?

The accompanying proxy is being solicited on behalf of the Board. In addition to this solicitation, directors and employees of the Company may solicit proxies in person, by telephone or by other means of communication. Directors and employees will not be paid any additional compensation for soliciting proxies. We will pay for the entire cost of soliciting proxies. We may reimburse

SEC Form DEF 14A filed by Vanda Pharmaceuticals Inc.