Vanda Pharmaceuticals Inc.

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 NEREUSTMfor 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.

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.