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Tandem Diabetes (NASDAQ: TNDM) CEO vests 15,916 RSUs as shares withheld for tax

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

Rhea-AI Filing Summary

For TANDEM DIABETES CARE INC (TNDM), President & CEO John F. Sheridan reported the vesting and settlement of restricted stock units on August 15, 2026. Two RSU grants covering 5,982 and 9,934 units, awarded under the company’s 2023 Long-Term Incentive Plan, were converted into an equal number of common shares at no exercise price. To cover associated tax withholding on these vestings, the issuer withheld 3,044 and 5,055 common shares at a reference value of $22.72 per share; according to the disclosure, these were not open-market sales but shares retained by the company for tax purposes.

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Insider Sheridan John F
Role PRESIDENT & CEO
Type Security Shares Price Value
Exercise Restricted Stock Unit F2, F3, F4 5,982 $0.00 $0.00
Exercise Restricted Stock Unit F5, F3, F6 9,934 $0.00 $0.00
Exercise Common Stock 5,982 $0.00 $0.00
Tax Withholding Common Stock F1 3,044 $22.72 $69K
Exercise Common Stock 9,934 $0.00 $0.00
Tax Withholding Common Stock F1 5,055 $22.72 $115K
Holdings After Transaction: Restricted Stock Unit — 87,484 shares (Direct); Common Stock — 160,260 shares (Direct)
Footnotes (6)
  1. F1. Shares withheld by the Issuer to satisfy tax withholding requirements upon the vesting of restricted stock units (RSUs). 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 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. One-third of the RSUs granted on May 23, 2024 vested on May 15, 2025, with the remaining RSUs vesting in eight (8) equal quarterly installments thereafter, subject to the terms of the 2023 Plan.
  5. F5. Awarded on May 30, 2025 pursuant to the 2023 Plan.
  6. F6. One-third of the RSUs granted on May 30, 2025 vested on May 15, 2026, with the remaining RSUs vesting in eight (8) equal quarterly installments thereafter, subject to the terms of the 2023 Plan.
RSUs vested (grant 1) 5,982 units Restricted Stock Units converted into common stock on August 15, 2026
RSUs vested (grant 2) 9,934 units Restricted Stock Units converted into common stock on August 15, 2026
Total derivative shares exercised 15,916 shares Aggregate RSU exercises (code M) reported in transaction summary
Shares withheld for taxes (lot 1) 3,044 shares Common shares withheld to satisfy tax withholding requirements
Shares withheld for taxes (lot 2) 5,055 shares Additional common shares withheld to satisfy tax withholding requirements
Per-share tax valuation $22.72 per share Reference value for common shares withheld under code F transactions
Total shares used for tax withholding 8,099 shares Exercise price or tax liability shares in transaction summary
Restricted Stock Unit financial
"security_title: "Restricted Stock Unit""
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.
RSUs financial
"vested on May 15, 2025, with the remaining RSUs vesting"
RSUs, or restricted stock units, are a form of company shares given to employees as part of their compensation. They are typically awarded with certain restrictions, such as a waiting period before they can be fully owned or sold, similar to earning a gift that becomes fully yours over time. For investors, RSUs can impact a company's stock offerings and reflect how much the company relies on stock-based incentives to attract and retain talent.
tax withholding requirements financial
"Shares withheld by the Issuer to satisfy tax withholding requirements"
Long-Term Incentive Plan financial
"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.
contingent right financial
"Each RSU represents a contingent right to receive either one share"

FAQ

What did TNDM CEO John F. Sheridan report in this Form 4?
John F. Sheridan reported RSU vesting and settlement into common stock on August 15, 2026. The transactions reflect equity compensation mechanics and related tax withholding, rather than open-market purchases or sales.

How many Tandem Diabetes Care (TNDM) RSUs vested for the CEO on August 15, 2026?
Two RSU tranches of 5,982 and 9,934 units vested and were settled into common stock. These RSUs were granted under Tandem Diabetes Care’s 2023 Long-Term Incentive Plan on May 23, 2024 and May 30, 2025.

Were any TNDM shares sold on the market in this Form 4 filing?
The filing states that no shares were sold on the market. Instead, 3,044 and 5,055 shares were withheld by the issuer to satisfy tax withholding requirements triggered by RSU vesting.

What price was used for TNDM shares withheld for taxes in this Form 4?
Shares withheld for taxes were valued at $22.72 per share. This per-share value applied to 3,044 and 5,055 common shares that the issuer retained to cover the reporting person’s tax obligations on the RSU vesting.

Does this TNDM Form 4 indicate a 10b5-1 trading plan for the CEO’s transactions?
The Form 4 indicates the Rule 10b5-1 checkbox is not marked, and the footnotes do not describe a trading plan. The reported activity relates to equity award vesting and tax withholding, not a pre-arranged trading program.

Which Tandem Diabetes Care equity plan governed the RSUs in this Form 4?
The RSUs were granted under the Tandem Diabetes Care Inc. 2023 Long-Term Incentive Plan. Footnotes state each RSU represents a contingent right to one common share or cash, per the plan’s terms and related award agreements.

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Form 4 Insider Transactions: What Each Field Means →
SEC Form 4
FORM 4UNITED 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*
Sheridan John F
(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)
XDirector10% Owner
XOfficer (give title below)Other (specify below)
PRESIDENT & CEO
2a. Foreign Trading Symbol
3. Date of Earliest Transaction (Month/Day/Year)
08/15/2026		6. Individual or Joint/Group Filing (Check Applicable Line)
XForm 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)
CodeVAmount(A) or (D)Price
Common Stock08/15/2026M5,982A$0158,425D
Common Stock08/15/2026F(1)3,044D$22.72155,381D
Common Stock08/15/2026M9,934A$0165,315D
Common Stock08/15/2026F(1)5,055D$22.72160,260D
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)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Restricted Stock Unit(2)(3)08/15/2026M5,982 (4) (4)Common Stock5,982$017,947D
Restricted Stock Unit(5)(3)08/15/2026M9,934 (6) (6)Common Stock9,934$069,537D
Explanation of Responses:
1. Shares withheld by the Issuer to satisfy tax withholding requirements upon the vesting of restricted stock units (RSUs). 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 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. One-third of the RSUs granted on May 23, 2024 vested on May 15, 2025, with the remaining RSUs vesting in eight (8) equal quarterly installments thereafter, subject to the terms of the 2023 Plan.
5. Awarded on May 30, 2025 pursuant to the 2023 Plan.
6. One-third of the RSUs granted on May 30, 2025 vested on May 15, 2026, with the remaining RSUs vesting in eight (8) equal quarterly installments thereafter, subject to the terms of the 2023 Plan.
Remarks:
/s/ Jerilyn Laskie, Attorney-in-Fact for John F. Sheridan08/18/2026
** Signature of Reporting PersonDate
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)

Source: View Original Filing on SEC EDGAR