Tandem (TNDM) Insider Filing: Novara RSU Tax Withholding and Ownership Update

Rhea-AI Filing Summary

Mark D. Novara, EVP & Chief Commercial Officer of Tandem Diabetes Care, Inc. (TNDM), reported changes in his beneficial ownership on 08/15/2025. The filing shows withholding of shares to satisfy tax obligations related to vested restricted stock units (RSUs) awarded May 23, 2024; the company withheld shares rather than selling them. The report lists an acquisition entry of 76 common shares (code M) at no cash price and a disposition entry of 40 common shares (code F) at $10.82. After these transactions, Novara beneficially owns 28,799 common shares (direct) per the Form 4 figures. The RSU award vests 33% on 5/15/2025 with the remainder vesting in eight equal quarterly installments.

Positive

• Compliance: Form 4 was filed and discloses insider activity, showing timely regulatory reporting
• Tax withholding via share retention: Company withheld shares to satisfy tax obligations on RSU vesting rather than an open-market sale
• Vesting clarity: The filing specifies the RSU award date (5/23/2024) and a clear vesting schedule (33% on 5/15/2025; remainder in eight quarterly installments)

Negative

• None.

Insights

Securities Analyst

TL;DR: Routine insider reporting reflecting RSU vesting and tax-withholding; no unusual selling activity disclosed.

The Form 4 documents standard post-vesting mechanics: RSUs granted 5/23/2024 are partially vested and the company withheld shares to cover tax obligations. The filing records an acquisition entry of 76 shares and a disposition entry of 40 shares at $10.82, with a net beneficial ownership of 28,799 shares reported. This is an administrative/capitalization effect rather than a market-driven sale by the insider according to the explanation provided.

Corporate Governance Expert

TL;DR: Filing demonstrates compliance with Section 16 reporting and clarity on RSU vesting schedule and tax withholding.

The disclosure notes the award under the 2023 Long-Term Incentive Plan and explains vesting terms (33% vested 5/15/2025; remainder in eight quarterly installments). The statement that shares were withheld to satisfy tax withholding and that "no shares were sold" indicates adherence to plan mechanics and transparent reporting of the insider's beneficial ownership changes.

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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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 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)
08/15/2025

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	08/15/2025		M		76	A	$0	28,839	D
Common Stock	08/15/2025		F		40(1)	D	$10.82	28,799	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)	08/15/2025		M			76	(4)	(4)	Common Stock	40	$0	533	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 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.

Remarks:

	/s/ Rachel Malina, Attorney-in-Fact for Mark D. Novara	08/19/2025
	** 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).
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.

FAQ

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

The Form 4 reports transactions dated 08/15/2025: an acquisition entry of 76 common shares (code M) at $0 and a disposition entry of 40 common shares (code F) at $10.82.

Were any shares sold on the open market according to this Form 4?

According to the filing's explanation, shares were withheld by the company to satisfy tax withholding on RSU vesting; no shares were sold.

How many shares does Novara beneficially own after the reported transactions?

The Form 4 indicates beneficial ownership of 28,799 common shares following the reported transactions.

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

RSUs were awarded on 05/23/2024. They vest 33% on 05/15/2025, with the remaining shares vesting in eight equal quarterly installments thereafter.

Under which plan were the RSUs granted?

The RSUs were awarded pursuant to the Tandem Diabetes Care, Inc. 2023 Long-Term Incentive Plan, as amended.