01/26/2026 | Press release | Distributed by Public on 01/26/2026 15:44
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FORM 4
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
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| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. | SEC 1474 (9-02) | ||
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1. Title of Derivative Security (Instr. 3) |
2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) |
4. Transaction Code (Instr. 8) |
5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) |
6. Date Exercisable and Expiration Date (Month/Day/Year) |
7. Title and Amount of Underlying Securities (Instr. 3 and 4) |
8. Price of Derivative Security (Instr. 5) |
9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) |
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) |
11. Nature of Indirect Beneficial Ownership (Instr. 4) |
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| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Stock Option | $36.76 | 01/22/2026 | A | 184,600 | (2) | 01/22/2036 | Common Stock | 184,600 | $ 0 | 184,600 | D | ||||
| Restricted Stock Units | (3) | 01/22/2026 | A | 52,900 | (3) | (3) | Common Stock | 52,900 | $ 0 | 52,900 | D | ||||
| Restricted Stock Units(4) | (4) | 01/24/2026 | M | 10,500 | (4) | (4) | Common Stock | 10,500 | $ 0 | 21,000 | D | ||||
| Restricted Stock Units(5) | (5) | 01/25/2026 | M | 13,000 | (5) | (5) | Common Stock | 13,000 | $ 0 | 39,000 | D | ||||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
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Dayno Jeffrey M. C/O HARMONY BIOSCIENCES HOLDINGS, INC. 630 W GERMANTOWN PIKE, SUITE 215 PLYMOUTH MEETING, PA 19462 |
X | PRESIDENT, CEO | ||
| /s/ Christian Ulrich, Attorney-in-Fact | 01/26/2026 | |
| **Signature of Reporting Person | Date |
| * | If the form is filed by more than one reporting person, see Instruction 4(b)(v). |
| ** | Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). |
| (1) | Shares withheld by the Issuer to satisfy required income tax withholdings pursuant to the vesting of restricted stock units on their scheduled vesting date. |
| (2) | The stock option vests with respect to 25% of the underlying shares on January 22, 2027, with the remaining shares vesting ratably on a quarterly basis thereafter until the fourth anniversary of the grant date, subject to the Reporting Person's continued service through each applicable vesting date. |
| (3) | The restricted stock units shall vest in four equal annual installments beginning on January 22, 2027, subject to the Reporting Person's continued service through each applicable vesting date. Each restricted stock unit represents a contingent right to receive one share of the Issuer's Common Stock and has no expiration date. |
| (4) | This award of restricted stock units was previously granted on January 24, 2024. The restricted stock units shall vest in four equal annual installments beginning on January 24, 2025, subject to the Reporting Person's continued service through each applicable vesting date. Each restricted stock unit represents a contingent right to receive one share of the Issuer's Common Stock and has no expiration date. |
| (5) | This award of restricted stock units was previously granted on January 25, 2025. The restricted stock units shall vest in four equal annual installments beginning on January 25, 2026, subject to the Reporting Person's continued service through each applicable vesting date. Each restricted stock unit represents a contingent right to receive one share of the Issuer's Common Stock and has no expiration date. |