Vanda Pharmaceuticals Inc 2025年度报告

Form 10-K ☒ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGEACT OF 1934 For the fiscal year ended December 31, 2025 ☐TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIESEXCHANGE ACT OF 1934 Commission File No.001-34186 VANDA PHARMACEUTICALS INC. (Exact name of registrant as specified in its charter) (I.R.S. EmployerIdentification No.) 2200 Pennsylvania Avenue NW, Suite 300 EWashington, DC 20037(Address of principal executive offices) (202) 734-3400(Registrant’s telephone number, including area code) Securities registered pursuant to Section12(b) of the Exchange Act: Trading Symbol(s)VNDA Name of each exchange on which registeredThe Nasdaq Global Market Securities registered pursuant to Section12(g) of the Exchange Act: None Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the SecuritiesAct.Yes☐No☒ Indicate by check mark if the registrant is not required to file reports pursuant to Section13 or Section15(d) of the ExchangeAct.Yes☐No☒ Indicate by check mark whether the registrant (1)has filed all reports required to be filed by Section13 or 15(d) of the SecuritiesExchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports),and (2)has been subject to such filing requirements for the past 90 days.Yes☒No☐ Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submittedpursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that theregistrant was required to submit such files).Yes☒No☐ Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smallerreporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smallerreporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act. Large accelerated filer Non-accelerated filer Smallerreportingcompany 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 ExchangeAct.☐ Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment ofthe effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C.7262(b)) by the registered public accounting firm that prepared or issued its audit report.Yes☒No☐ Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Securities Exchange Act of1934).Yes☐No☒ If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of theregistrant included in the filing reflect the correction of an error to previously issued financial statements.☐ Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-basedcompensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b).☐ As of June30, 2025, the last business day of the registrant’s last completed second quarter, the aggregate market value of theCommon Stock held by non-affiliates of the registrant was approximately $268.7million based on the closing price of the registrant’sCommon Stock, as reported by The Nasdaq Global Market, on such date. Shares of Common Stock held by each executive officer anddirector have been excluded since such persons may be deemed affiliates. This determination of affiliate status is not necessarily aconclusive determination for other purposes. The number of shares of the registrant’s Common Stock, par value $0.001 per share, outstanding as of February5, 2026 was59,108,030. DOCUMENTS INCORPORATED BY REFERENCE Specified portions of the registrant’s proxy statement with respect to the registrant’s 2026 Annual Meeting of Stockholders, whichis to be filed pursuant to Regulation 14A within 120 days after the end of the registrant’s fiscal year ended December 31, 2025, areincorporated by reference into Part III of this Form 10-K. Vanda Pharmaceuticals Inc.Form 10-KTable of Contents PagePart ICautionary Note Regarding Forward-Looking StatementsSummary of Principal Risk FactorsItem1BusinessItem1ARisk FactorsItem1BUnresolved Staff CommentsItem 1CCybersecurityItem2PropertiesItem3Legal ProceedingsItem4Mine Safety DisclosuresPart IIItem5Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity SecuritiesItem6ReservedItem7Management’s Discussion and Analysis of Financial Condition and Results of OperationsItem7AQualitative and Quantitative Disclosures about