Tandem Diabetes (TNDM) Exec RSU Settlement and Share Disposition Details

Rhea-AI Filing Summary

Insider Form 4 for TNDM (Mark D. Novara) reports transactions on 09/15/2025 related to vested restricted stock units (RSUs) awarded under the Tandem Diabetes Care, Inc. 2023 Long-Term Incentive Plan. The filing shows 7,415 RSUs withheld to satisfy tax withholding on vesting (transaction code M) at no sales proceeds, and a separate disposition of 3,866 shares for $12.09 per share (transaction code F(1)). After these actions the reporting person beneficially owned 32,348 shares of common stock. The RSUs were granted 12/15/2023 and vest 33% on 12/15/2024 with the remainder in eight equal quarterly installments.

Insights

Corporate Governance Expert

TL;DR: Routine insider withholding and modest disposition following RSU vesting; no unusual governance signals.

The filing documents standard tax-withholding of 7,415 RSUs upon vesting and a contemporaneous disposition of 3,866 shares at $12.09. These are consistent with compensation settlement and liquidity management by an executive officer rather than a material change in ownership or control. The grant date and vesting schedule are provided, confirming the transactions arose from the 2023 Long-Term Incentive Plan.

Executive Compensation Analyst

TL;DR: Transactions reflect normal RSU settlement mechanics and partial share disposition to cover obligations.

The report shows RSUs awarded 12/15/2023 that vest on a time-based schedule; 7,415 units were withheld to satisfy tax withholding and 3,866 shares were disposed at $12.09. The disclosure clarifies no shares were sold to cover withholding (withheld shares used), and the remaining post-transaction beneficial ownership is explicitly stated, enabling clear tracking of dilution from the award and subsequent settlement.

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

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

1. Name and Address of Reporting Person^*

Novara Mark David

(Last) (First) (Middle)

12400 HIGH BLUFF DRIVE

(Street)

SAN DIEGO CA 92130

(City) (State) (Zip)

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

3. Date of Earliest Transaction (Month/Day/Year)
09/15/2025

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

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

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

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	09/15/2025		M		7,415	A	$0	36,214	D
Common Stock	09/15/2025		F(1)		3,866	D	$12.09	32,348	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)	09/15/2025		M			7,415	(4)	(4)	Common Stock	7,415	$0	37,073	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 December 15, 2023 pursuant to the Tandem Diabetes Care, Inc. 2023 Long-Term Incentive Plan, as amended, and agreements related thereto (the 2023 Plan).

3. Each 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 12/15/2024, and the remaining shares shall vest in eight (8) equal quarterly installments thereafter.

Remarks:

	/s/ Rachel Malina, Attorney-in-Fact for Mark D. Novara	09/16/2025
	** 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).
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FAQ

What transactions did Mark D. Novara report on Form 4 for TNDM?

The Form 4 reports 7,415 RSUs withhelddisposition of 3,866 shares$12.09 per share on the same date.

How many shares does the reporting person beneficially own after the reported transactions?

After the reported transactions the filing shows the reporting person beneficially owned 32,348 shares of Tandem Diabetes Care common stock.

When were the RSUs originally awarded and what is the vesting schedule?

The RSUs were awarded on 12/15/2023; they vest 33% on 12/15/2024 with the remainder vesting in eight equal quarterly installments thereafter.

Did the Form 4 indicate any sale of shares to satisfy withholding?

The filing states shares were withheld by the Company to satisfy tax withholdingno shares were sold

Who signed the Form 4 filing and when was it dated?

The filing is signed by Rachel Malina, Attorney-in-Fact for Mark D. Novara and dated 09/16/2025.