Tandem Diabetes (TNDM) CEO logs RSU vesting and tax-share withholdings

Rhea-AI Filing Summary

Tandem Diabetes Care president and CEO John F. Sheridan reported equity compensation activity tied to restricted stock units (RSUs). On February 17, he acquired common shares through the exercise or conversion of RSUs, while a portion of the vested shares was withheld to cover tax obligations.

The filing shows tax-withholding dispositions of 1,963 and 2,400 common shares at $18.95 per share, with a footnote clarifying these were shares retained by the company to satisfy taxes and that no shares were sold on the open market.

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).

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^*

Sheridan John F

(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)

X	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	PRESIDENT & CEO

3. Date of Earliest Transaction (Month/Day/Year)
02/17/2026

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	02/17/2026		M		5,471	A	$0	123,071	D
Common Stock	02/17/2026		F(1)		1,963	D	$18.95	121,108	D
Common Stock	02/17/2026		M		5,983	A	$0	127,091	D
Common Stock	02/17/2026		F(1)		2,400	D	$18.95	124,691	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)	02/17/2026		M			5,471	(4)	(4)	Common Stock	5,471	$0	5,472	D
Restricted Stock Unit(5)	(3)	02/17/2026		M			5,983	(6)	(6)	Common Stock	5,983	$0	29,911	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 25, 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 5/15/2024, and the remaining shares shall vest in eight (8) equal quarterly installments thereafter.

5. Awarded on May 23, 2024 pursuant to the 2023 Plan, as amended.

6. 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.

Remarks:

	/s/ Shannon M. Hansen, Attorney-in-Fact for John F. Sheridan	02/19/2026
	** Signature of Reporting Person	Date
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FAQ

What insider transactions did TNDM CEO John F. Sheridan report?

John F. Sheridan reported RSU-related transactions, acquiring common shares through RSU conversions and having some vested shares withheld for taxes. These movements reflect routine equity compensation activity rather than open-market buying or selling of Tandem Diabetes Care common stock.

Were any Tandem Diabetes Care (TNDM) shares sold on the open market?

No open-market sales occurred. Shares labeled as dispositions were withheld by Tandem Diabetes Care to satisfy tax withholding on RSU vesting at $18.95 per share, with a footnote explicitly stating that no shares were sold into the public market.

What do the tax-withholding transactions in the TNDM Form 4 represent?

The tax-withholding transactions represent 1,963 and 2,400 common shares retained by Tandem Diabetes Care at $18.95 per share to cover John F. Sheridan’s tax obligations arising from RSU vesting, rather than discretionary sales initiated by the executive.

How are Tandem Diabetes Care RSUs structured for John F. Sheridan?

Each restricted stock unit represents a contingent right to receive one share of Tandem Diabetes Care common stock or cash, at the company’s discretion, under the 2023 Long-Term Incentive Plan, with vesting schedules that include an initial 33% tranche followed by equal quarterly installments.

Which equity plan governs the reported TNDM RSU transactions?

The reported RSU transactions were granted under Tandem Diabetes Care’s 2023 Long-Term Incentive Plan, as amended. Awards were made in May 2023 and May 2024, with vesting tied to specific dates and quarterly installments as detailed in the plan’s terms and related agreements.