Tandem Diabetes (TNDM) EVP logs RSU conversion and share withholding

Rhea-AI Filing Summary

Tandem Diabetes Care executive Mark David Novara reported equity award activity involving restricted stock units (RSUs) and common shares. On February 17, he exercised 77 RSUs, converting them into 77 shares of common stock at no exercise price under the company’s long-term incentive plan.

Of the resulting shares, 62 common shares were withheld by Tandem Diabetes Care to cover tax withholding obligations upon vesting of the RSUs, as disclosed in the footnotes, and no shares were sold on the open market. After these transactions, Novara directly held 35,971 shares of common stock and 380 RSUs.

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^*

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)
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		77	A	$0	36,033	D
Common Stock	02/17/2026		F(1)		62	D	$18.95	35,971	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			77	(4)	(4)	Common Stock	77	$0	380	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/ Shannon M. Hansen, Attorney-in-Fact for Mark D. Novara	02/19/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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FAQ

What insider transactions did Tandem Diabetes Care (TNDM) report for Mark David Novara?

Tandem Diabetes Care reported that executive Mark David Novara exercised 77 restricted stock units into 77 common shares and had 62 of those shares withheld to satisfy tax withholding obligations related to the RSU vesting, with no open-market share sales disclosed.

Did the Tandem Diabetes Care (TNDM) executive sell any shares in this Form 4 filing?

No, the filing states that 62 shares were withheld by Tandem Diabetes Care to satisfy tax withholding requirements on RSU vesting, and explicitly notes that no shares were sold, indicating no open-market sale transactions by the executive in this report.

How many Tandem Diabetes Care (TNDM) shares does Mark David Novara hold after these transactions?

Following the reported RSU exercise and tax withholding, Mark David Novara directly owns 35,971 shares of Tandem Diabetes Care common stock and 380 restricted stock units, according to the Form 4 totals shown after the February 17 equity award-related transactions.

What type of equity award was involved in this Tandem Diabetes Care (TNDM) Form 4?

The Form 4 involves restricted stock units, or RSUs, granted under Tandem Diabetes Care’s 2023 Long-Term Incentive Plan. Each RSU represents a contingent right to receive either one share of common stock or cash, at the company’s discretion, upon vesting and settlement.

How do the restricted stock units for Tandem Diabetes Care (TNDM) executive vest?

The RSUs vest as to thirty-three percent of the total shares on May 15, 2025, with the remaining RSU shares vesting in eight equal quarterly installments thereafter, following the schedule described in the award terms under the company’s 2023 Long-Term Incentive Plan.

What does the tax-withholding transaction mean in Tandem Diabetes Care’s (TNDM) Form 4?

The tax-withholding transaction labeled with code “F” indicates that 62 common shares were used to satisfy tax obligations triggered by RSU vesting. The company withheld these shares directly, and the footnote clarifies that no shares were sold in the market.