Thomson David 4

What Happened
David Thomson, Executive Vice President, General Counsel & Secretary of MannKind (MNKD), disposed of a total of 15,420 shares in two transactions. On 2026-05-11, 12,387 shares were withheld to cover tax withholding obligations related to vested restricted stock units (12,387 @ $3.52 = $43,602). On 2026-05-12, he sold 3,033 shares in the open market under a Rule 10b5-1 plan at a weighted average price of $3.29 (range $3.25–$3.34), generating $9,979. Combined proceeds were about $53,581. These were disposals (tax withholding and a planned sale), not purchases.

Key Details

• Transaction dates/prices:
  • 2026-05-11: 12,387 shares withheld to satisfy tax obligations at $3.52 each; proceeds shown as $43,602 (code F).
  • 2026-05-12: 3,033 shares sold in open market; weighted avg price $3.29 (range $3.25–$3.34); proceeds $9,979 (code S).
• Total shares disposed: 15,420; total proceeds ≈ $53,581.
• Shares owned after the transactions: Not disclosed in the filing.
• Footnotes:
  • F1: Withheld shares paid tax withholding on RSUs originally granted May 10, 2022.
  • F2: The May 12 sale occurred under a Rule 10b5-1 trading plan established Aug 27, 2025.
  • F3: Weighted average sale price $3.29; range $3.25–$3.34; breakdown by price available upon request.
• Filing: Form 4 filed 2026-05-13 for transactions on May 11–12, 2026 (timely).

Context
Withholding shares to cover taxes on vested RSUs is a routine, non-discretionary transaction and is distinct from a voluntary market sell driven by sentiment. The open-market sale was executed under a pre-established 10b5-1 plan, which typically schedules trades in advance. Both actions are disposals and do not indicate insider purchases or a new ownership increase.