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Tandem Diabetes (TNDM) legal chief reports RSU vesting and tax-share withholding

Filing Impact
(Neutral)
Filing Sentiment
(Neutral)
Form Type
4

Rhea-AI Filing Summary

Tandem Diabetes Care executive vice president and chief legal officer Shannon Marie Hansen reported equity award activity involving restricted stock units and common stock. On February 17, 2026, several RSU awards vested and were converted into common shares at no exercise price.

Across these transactions, Hansen acquired common stock through derivative exercises coded "M" and had portions of the newly delivered shares withheld, coded "F", to cover tax obligations at $18.95 per share, with a footnote stating no shares were sold in the market. Following these movements, she directly held 23,276 shares of common stock. An additional 1,935 shares were reported as held indirectly through the Shannon M. Hansen Trust, where she serves as trustee.

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Insider Hansen Shannon Marie
Role EVP & Chief Legal Officer
Type Security Shares Price Value
Exercise Restricted Stock Unit 531 $0.00 $0.00
Exercise Restricted Stock Unit 1,437 $0.00 $0.00
Exercise Restricted Stock Unit 1,097 $0.00 $0.00
Exercise Common Stock 531 $0.00 $0.00
Exercise Price or Tax Liability Common Stock 219 $18.95 $4K
Exercise Common Stock 1,437 $0.00 $0.00
Exercise Price or Tax Liability Common Stock 592 $18.95 $11K
Exercise Common Stock 1,097 $0.00 $0.00
Exercise Price or Tax Liability Common Stock 452 $18.95 $9K
holding Common Stock -- -- --
Holdings After Transaction: Restricted Stock Unit — 6,921 shares (Direct); Common Stock — 23,276 shares (Direct); Common Stock — 1,935 shares (Indirect, Shannon M. Hansen Trust)
Footnotes (10)
  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. The securities are held by the Shannon M. Hansen Trust dated July 8, 2003, of which Shannon M. Hansen is the Trustee.
  3. F3. Awarded on February 15, 2022 pursuant to the Tandem Diabetes Care Inc. 2013 Stock Incentive Plan, as amended, and the agreements related thereto (the 2013 Plan).
  4. F4. 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 2013 Plan.
  5. F5. RSU vest as to twenty-five percent (25%) of the total number of shares subject to the RSU on 2/15/2023, and the remaining shares shall vest in twelve (12) equal quarterly installments thereafter.
  6. F6. Awarded on May 25, 2023 pursuant to the Tandem Diabetes Care Inc. 2023 Long-Term Incentive Plan (the 2023 Plan).
  7. F7. 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.
  8. F8. 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.
  9. F9. Awarded on May 23, 2024 pursuant to the 2023 Plan.
  10. F10. 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.

FAQ

What did Tandem Diabetes Care (TNDM) executive Shannon Hansen report on this Form 4?
Shannon Hansen reported RSU vesting and related common stock deliveries on February 17, 2026. Restricted stock units converted into common shares, and some of those shares were withheld to cover tax obligations, rather than sold in the open market.

How many Tandem Diabetes Care common shares does Shannon Hansen hold after these transactions?
After the reported transactions, Shannon Hansen directly holds 23,276 shares of Tandem Diabetes Care common stock. The filing also shows 1,935 shares held indirectly through the Shannon M. Hansen Trust, where she serves as trustee, reflecting additional beneficial ownership.

Were any Tandem Diabetes Care (TNDM) shares sold on the market in this Form 4?
No open-market sales occurred in this Form 4. A footnote explains that certain shares were withheld by Tandem Diabetes Care to satisfy tax withholding requirements upon RSU vesting, with no shares sold to third parties in these transactions.

What do the transaction codes M and F mean in this Tandem Diabetes Care Form 4?
Code M indicates the exercise or conversion of derivative securities, here restricted stock units converting into common shares. Code F indicates shares withheld by the issuer to pay exercise price or tax liabilities, which reduces delivered shares but is not an open-market sale.

How is the Shannon M. Hansen Trust involved in Tandem Diabetes Care share ownership?
The filing reports 1,935 Tandem Diabetes Care shares held indirectly by the Shannon M. Hansen Trust. A footnote states the trust was established in 2003 and that Shannon M. Hansen serves as trustee, reflecting her beneficial interest in those indirectly held shares.

What plans governed the RSU awards reported by Tandem Diabetes Care EVP Shannon Hansen?
The RSUs were granted under Tandem Diabetes Care’s 2013 Stock Incentive Plan and 2023 Long-Term Incentive Plan. Footnotes describe grant dates and vesting schedules, including initial cliff vesting followed by equal quarterly installments as specified in each plan’s award terms.

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Form 4 Insider Transactions: What Each Field Means →
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
Estimated average burden
hours per response: 0.5
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*
Hansen Shannon Marie
(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 Legal Officer
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 531 A $0 22,005 D
Common Stock 02/17/2026 F(1) 219 D $18.95 21,786 D
Common Stock 02/17/2026 M 1,437 A $0 23,223 D
Common Stock 02/17/2026 F(1) 592 D $18.95 22,631 D
Common Stock 02/17/2026 M 1,097 A $0 23,728 D
Common Stock 02/17/2026 F(1) 452 D $18.95 23,276 D
Common Stock 1,935 I Shannon M. Hansen Trust(2)
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(3) (4) 02/17/2026 M 531 (5) (5) Common Stock 531 $0 0 D
Restricted Stock Unit(6) (7) 02/17/2026 M 1,437 (8) (8) Common Stock 1,437 $0 1,437 D
Restricted Stock Unit(9) (7) 02/17/2026 M 1,097 (10) (10) Common Stock 1,097 $0 5,484 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. The securities are held by the Shannon M. Hansen Trust dated July 8, 2003, of which Shannon M. Hansen is the Trustee.
3. Awarded on February 15, 2022 pursuant to the Tandem Diabetes Care Inc. 2013 Stock Incentive Plan, as amended, and the agreements related thereto (the 2013 Plan).
4. 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 2013 Plan.
5. RSU vest as to twenty-five percent (25%) of the total number of shares subject to the RSU on 2/15/2023, and the remaining shares shall vest in twelve (12) equal quarterly installments thereafter.
6. Awarded on May 25, 2023 pursuant to the Tandem Diabetes Care Inc. 2023 Long-Term Incentive Plan (the 2023 Plan).
7. 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.
8. 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.
9. Awarded on May 23, 2024 pursuant to the 2023 Plan.
10. 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 02/19/2026
** 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.

Source: View Original Filing on SEC EDGAR