Tandem EVP exercises RSUs; shares withheld for tax

Tandem Diabetes Care EVP & Chief Commercial Officer Mark David Novara reported routine equity compensation activity.

Rhea-AI Filing Summary

Tandem Diabetes Care EVP & Chief Commercial Officer Mark David Novara reported routine equity compensation activity. On May 15, 2026, he acquired a total of 10,572 shares of common stock through the vesting and conversion of restricted stock units. To cover tax obligations on these vestings, 7,911 shares were withheld by the company at a reference price of $12.82 per share, and the footnotes state that no shares were sold in the market.

Insider Trade Summary

10,572 shares exercised/converted

Exercise 6 txns

Insider Novara Mark David

Role EVP & CHIEF COMMERCIAL OFFICER

Type	Security	Shares	Price	Value
Exercise	Restricted Stock Unit	76	$0.00	$0.00
Exercise	Restricted Stock Unit	10,496	$0.00	$0.00
Exercise	Common Stock	76	$0.00	$0.00
Exercise Price or Tax Liability	Common Stock	57	$12.82	$730.74
Exercise	Common Stock	10,496	$0.00	$0.00
Exercise Price or Tax Liability	Common Stock	7,854	$12.82	$101K

Holdings After Transaction: Restricted Stock Unit — 21,296 contracts (Direct); Common Stock — 40,317 shares (Direct)

Footnotes (6)

1. F1. Shares withheld by Tandem Diabetes Care Inc. (the Company) to satisfy tax withholding requirements on vesting of restricted stock units (RSU). No shares were sold.
2. F2. Awarded on May 23, 2024 pursuant to the Tandem Diabetes Care Inc. 2023 Long-Term Incentive Plan, as amended, and agreements related thereto (the 2023 Plan).
3. F3. Each restricted stock unit (RSU) represents a contingent right to receive either one share of common stock of the Issuer or cash in lieu thereof, at the Issuer's discretion, in accordance with the terms of the 2023 Plan.
4. F4. RSU vest as to thirty-three percent (33%) of the total number of shares subject to the RSU on 5/15/2025, and the remaining shares shall vest in eight (8) equal quarterly installments thereafter.
5. F5. Awarded on May 30, 2025 pursuant to the 2023 Plan.
6. F6. RSU vest as to thirty-three percent (33%) of the total number of shares subject to the RSU on 5/15/2026, and the remaining shares shall vest in eight (8) equal quarterly installments thereafter.

Key Figures

RSU shares converted: 10,572 shares Shares withheld for tax: 7,911 shares Withholding price: $12.82 per share +2 more

5 metrics

RSU shares converted 10,572 shares Common stock acquired via RSU vesting on May 15, 2026

Shares withheld for tax 7,911 shares Common stock withheld to satisfy tax obligations on RSU vesting

Withholding price $12.82 per share Reference price for tax-withholding share dispositions

RSU tranche 1 10,496 units Restricted stock units converted into common stock

RSU tranche 2 76 units Additional restricted stock units converted into common stock

Key Terms

Restricted Stock Unit, tax withholding requirements, Long-Term Incentive Plan, derivative exercise/conversion, +1 more

5 terms

Restricted Stock Unit financial

"security_title: "Restricted Stock Unit" and footnotes describing each restricted stock unit (RSU)"

A restricted stock unit is a promise from a company to give an employee shares of stock after certain conditions are met, like staying with the company for a set amount of time. It’s like earning a bonus that turns into company stock once you’ve proven your commitment, making it a way to motivate and reward employees.

tax withholding requirements financial

"Shares withheld by Tandem Diabetes Care Inc. to satisfy tax withholding requirements on vesting of restricted stock units"

Long-Term Incentive Plan financial

"Awarded on May 23, 2024 pursuant to the Tandem Diabetes Care Inc. 2023 Long-Term Incentive Plan"

A long-term incentive plan is a company program that pays executives or employees with stock, options, or cash tied to multi-year performance goals, where the rewards become theirs only after meeting conditions over time. Think of it as a delayed bonus or retirement-style reward that aligns employees’ interests with shareholders by encouraging them to boost long-term value; investors watch these plans because they affect pay costs, share dilution and management incentives.

derivative exercise/conversion financial

"transaction_action: "derivative exercise/conversion" for RSU-related transactions"

payment of exercise price or tax liability by delivering securities financial

"transaction_code_description for F-code transactions"

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What insider transactions did TNDM executive Mark David Novara report on May 15, 2026?

Mark David Novara reported equity compensation activity, not open-market trading. Restricted stock units vested into 10,572 common shares, and 7,911 shares were withheld by Tandem Diabetes Care to satisfy tax obligations associated with these vestings.

Did the TNDM EVP & Chief Commercial Officer sell any shares in this Form 4 filing?

No market sales were reported in this Form 4. Footnotes explain that 7,911 shares were withheld by Tandem Diabetes Care to meet tax withholding requirements on vested RSUs, and explicitly state that no shares were sold into the market.

How many Tandem Diabetes Care (TNDM) shares were acquired through RSU vesting in this filing?

A total of 10,572 common shares were acquired via RSU conversion. This reflects vesting of 10,496 and 76 restricted stock units into common stock, classified as derivative exercises, with no purchase on the open market disclosed.

What does the tax withholding transaction mean in the TNDM Form 4 for Mark David Novara?

The tax withholding reflects shares used to pay taxes, not a sale. Tandem Diabetes Care withheld 7,854 and 57 common shares, totaling 7,911, at $12.82 per share to satisfy tax liabilities from the RSU vesting event.

Are the reported TNDM insider transactions routine compensation events or discretionary trades?

The transactions appear to be routine compensation-related events. The filing shows RSU vesting and conversion into 10,572 common shares and company share withholding for taxes, with footnotes indicating these events arise from awards under the 2023 Long-Term Incentive Plan.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Accepted by SEC EDGAR 05/19/2026 - 04:02 PM EDT Learn about SEC filing dates

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0287
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X

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a 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). See Instruction 10.

1. Name and Address of Reporting Person^*

Novara Mark David

(Last) (First) (Middle)

12400 HIGH BLUFF DRIVE

(Street)

SAN DIEGO CALIFORNIA 92130

(City) (State) (Zip)

UNITED STATES

(Country)

2. Issuer Name and Ticker or Trading Symbol
TANDEM DIABETES CARE INC [ TNDM ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	EVP & CHIEF COMMERCIAL OFFICER

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
05/15/2026

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

4. If Amendment, Date of Original Filed (Month/Day/Year)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock	05/15/2026		M		76	A	$0	37,732	D
Common Stock	05/15/2026		F(1)		57	D	$12.82	37,675	D
Common Stock	05/15/2026		M		10,496	A	$0	48,171	D
Common Stock	05/15/2026		F(1)		7,854	D	$12.82	40,317	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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 Securities Underlying Derivative Security (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: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Restricted Stock Unit(2)	(3)	05/15/2026		M			76	(4)	(4)	Common Stock	76	$0	304	D
Restricted Stock Unit(5)	(3)	05/15/2026		M			10,496	(6)	(6)	Common Stock	10,496	$0	20,992	D

Explanation of Responses:

1. Shares withheld by Tandem Diabetes Care Inc. (the Company) to satisfy tax withholding requirements on vesting of restricted stock units (RSU). No shares were sold.

2. Awarded on May 23, 2024 pursuant to the Tandem Diabetes Care Inc. 2023 Long-Term Incentive Plan, as amended, and agreements related thereto (the 2023 Plan).

3. Each restricted stock unit (RSU) represents a contingent right to receive either one share of common stock of the Issuer or cash in lieu thereof, at the Issuer's discretion, in accordance with the terms of the 2023 Plan.

4. RSU vest as to thirty-three percent (33%) of the total number of shares subject to the RSU on 5/15/2025, and the remaining shares shall vest in eight (8) equal quarterly installments thereafter.

5. Awarded on May 30, 2025 pursuant to the 2023 Plan.

6. RSU vest as to thirty-three percent (33%) of the total number of shares subject to the RSU on 5/15/2026, and the remaining shares shall vest in eight (8) equal quarterly installments thereafter.

Remarks:

	/s/ Shannon M. Hansen, Attorney-in-Fact for Mark D. Novara	05/19/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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 Number.
* Form 4: SEC 1474 (03-26)