David Thomson - 10 May 2025 Form 4 Insider Report for MANNKIND CORP (MNKD)

Signature
/s/ David Thomson
Issuer symbol
MNKD
Transactions as of
10 May 2025
Net transactions value
-$747,214
Form type
4
Filing time
15 May 2025, 21:37:14 UTC
Previous filing
29 Aug 2024
Next filing
20 May 2025

Reporting Owners (1)

Name Relationship Address Signature Signature date CIK
Thomson David EVP Genl Counsel & Secretary 1 CASPER STREET, DANBURY /s/ David Thomson 15 May 2025 0001297976

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction MNKD Common Stock, $0.01 Par Value Award $0 +105,600 +13% $0.000000 935,443 10 May 2025 Direct F1
transaction MNKD Common Stock, $0.01 Par Value Tax liability $540,237 -118,473 -13% $4.56 816,970 12 May 2025 Direct F2
transaction MNKD Common Stock, $0.01 Par Value Tax liability $56,380 -12,364 -1.5% $4.56 804,606 12 May 2025 Direct F2
transaction MNKD Common Stock, $0.01 Par Value Sale $150,598 -32,179 -4% $4.68 772,427 13 May 2025 Direct F3, F4
transaction MNKD Common Stock, $0.01 Par Value Award $0 +119,000 +15% $0.000000 891,427 13 May 2025 Direct F5

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Underlying Class Amount Exercise Price Ownership Footnotes
transaction MNKD Performance Restricted Stock Unit Award $0 +145,000 $0.000000 145,000 13 May 2025 Common Stock, $0.01 Par Value 145,000 Direct F6, F7
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Buy Plan / Sale Plan: These are also open market purchases/sales of shares, but in this case the transaction is part of a trading plan. Rule 10b5-1 allows insiders to setup a trading plan to buy/sell stocks over a certain period of time. Since the purchases/sales are predetermined, this protects the insiders from violating insider trading law.

Transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c).

Explanation of Responses:

Id Content
F1 A previously reported restricted stock unit award granted on May 10, 2022 vested on May 10, 2025 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 May 9, 2025 was not less than the closing price on May 10, 2022 and (ii) MannKind's total shareholder return (TSR) over the period from May 10, 2022 to May 10, 2025 was at the 73.9th percentile of the TSR of the Russell 3000 Pharmaceutical & Biotechnology Index over the same period. As a result, the performance objective was achieved at 196% of target, resulting in a total share delivery of 215,600 shares. The acquisition of 110,000 shares pursuant to the restricted stock award was reported in Table I of the Form 4 filed by the Reporting Person on May 12, 2022.
F2 Payment 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.
F3 Transaction occurred pursuant to Rule 10B5-1 Plan established August 19, 2024.
F4 The weighted average sales price of the reported transaction was $4.68 based on a range of prices between $4.65 and $4.81. 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.
F5 Acquired pursuant to a Restricted Stock Unit Award: 25% vest on July 15, 2026 and each yearly anniversary thereof until fully vested. Each restricted stock unit represents a contingent right to receive one share of MNKD common stock.
F6 Each restricted stock unit represents a contingent right to receive one share of MNKD common stock.
F7 The performance-based restricted stock unit will vest on July 15, 2028. The number of shares delivered on the vesting date, as a percentage of the target specified in Box 5 above, is determined by the percentile ranking of MannKind total shareholder return (TSR) over the period from July 1, 2025 until June 30, 2028 relative to the TSR of the Russell 3000 Pharmaceutical & Biotechnology Index over the same three-year period, as follows: less than 25th percentile=0% of target, 25th percentile=50% of target, 50th percentile=100% of target, 75th percentile=200% percent of target, 90th percentile or higher=300% maximum. Payout values will be interpolated between the percentile rankings above.