SEC Form 4 · accession 0001193125-26-308131
MANNKIND CORP · MNKD
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
David Thomson
Officer — EVP Genl Counsel & Secretary
Period of report
Jul 15, 2026
Accepted (ET)
Jul 17, 2026 · 9:43 pm EDT
Rule 10b5-1 plan
yes — trade under a plan
Issuer CIK
0000899460
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common Stock, $0.01 Par ValueF1 | Jul 15, 2026 | M | 93,790 | $0.00 | A | 920,089 | D | |
| Common Stock, $0.01 Par Value | Jul 15, 2026 | F | 51,632 | $4.09 | D | 868,457 | D | |
| Common Stock, $0.01 Par Value | Jul 15, 2026 | F | 12,662 | $4.09 | D | 855,795 | D | |
| Common Stock, $0.01 Par Value | Jul 15, 2026 | F | 17,754 | $4.09 | D | 838,041 | D | |
| Common Stock, $0.01 Par Value | Jul 15, 2026 | F | 16,378 | $4.09 | D | 821,663 | D | |
| Common Stock, $0.01 Par ValueF4,F3 | Jul 17, 2026 | S | 24,109 | $4.05 | D | 797,554 | D |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Performance Restricted Stock UnitF1,F5 | — | Jul 15, 2026 | M | 93,790 | D | — | — | Common Stock, $0.01 Par Value | 93,790 | 0 | D |
Explanation of responses
- F1A previously reported restricted stock unit award granted on May 25, 2023 vested on July 15, 2026 upon the achievement of performance objectives established by MannKind's compensation committee at the time of the approval of the award. Specifically, (i) the closing price of MannKind's common stock on June 30, 2026 was not less than the closing price on May 25, 2023 and (ii) MannKind's total shareholder return (TSR) over the period from May 23, 2023 to June 30, 2026 was at the 41.5th percentile of the TSR of the Russell 3000 Pharmaceutical & Biotechnology Index over the same period. As a result, the performance objective was achieved at 83% of target, resulting in a total share delivery of 93,790 shares. The acquisition of 113,000 shares pursuant to the restricted stock award was reported in Table II of the Form 4 filed by the Reporting Person on May 26, 2023. The remaining 19,210 shares were forfeited in accordance with the performance vesting criteria.
- F2Payment of exercise price or tax liability by delivering or withholding securities incident to the receipt, exercise or vesting of a security issued in accordance with Rule 16b-3 incident to the vesting of previously reported restricted stock units.
- F3Transaction occurred pursuant to Rule 10B5-1 Plan established December 2, 2025.
- F4The weighted average sales price of the reported transaction was $4.05 based on a range of prices between $3.98 and $4.13. Upon request by the SEC staff, the Issuer, or any security holder of the Issuer, full information regarding the number of shares sold at each separate price will be provided.
- F5Each restricted stock unit represents a contingent right to receive one share of MNKD common stock.