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Tandem Diabetes (NASDAQ: TNDM) CTO withholds 1,277 shares to cover RSU taxes

(Neutral)
(Neutral)
Form Type
4

Rhea-AI Filing Summary

TANDEM DIABETES CARE INC (TNDM) reported insider equity activity by EVP & Chief Technology Officer Rick Carpenter. On August 15, 2026, he exercised 2,507 Restricted Stock Units, receiving an equal number of common shares at $0.00 per share. Of these, 1,277 shares of common stock were withheld at $22.72 per share to satisfy tax withholding requirements upon RSU vesting, and the company states that no shares were sold. The RSUs were granted under Tandem’s 2023 Long-Term Incentive Plan and vest over time in quarterly installments.

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Insider Carpenter Rick
Role EVP & Chief Technology Officer
Type Security Shares Price Value
Exercise Restricted Stock Unit F2, F3, F4 897 $0.00 $0.00
Exercise Restricted Stock Unit F5, F3, F6 1,610 $0.00 $0.00
Exercise Common Stock 897 $0.00 $0.00
Tax Withholding Common Stock F1 457 $22.72 $10K
Exercise Common Stock 1,610 $0.00 $0.00
Tax Withholding Common Stock F1 820 $22.72 $19K
Holdings After Transaction: Restricted Stock Unit — 13,960 shares (Direct); Common Stock — 32,148 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 exercised (total) 2,507 shares Restricted Stock Units converted into common stock on August 15, 2026
Shares withheld for taxes (total) 1,277 shares Common shares withheld to satisfy tax withholding on August 15, 2026
Tax withholding price $22.72 per share Per-share value used for shares withheld for tax liability
First RSU block exercised 897 shares RSUs granted May 23, 2024, vesting and settling into common stock
Second RSU block exercised 1,610 shares RSUs granted May 30, 2025, vesting and settling into common stock
Tax-withholding transaction code F Indicates payment of tax liability by delivering or withholding securities
Restricted Stock Unit financial
"The insider exercised 2,507 <b>Restricted Stock Unit</b>s into common stock"
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.
Long-Term Incentive Plan financial
"Awarded pursuant to the Tandem Diabetes Care Inc. 2023 <b>Long-Term Incentive Plan</b>"
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.
tax withholding requirements financial
"Shares withheld by the Issuer to satisfy <b>tax withholding requirements</b> upon vesting"
contingent right financial
"Each RSU represents a <b>contingent right</b> to receive either one share or cash"

FAQ

What insider transactions did TNDM executive Rick Carpenter report on August 15, 2026?

Rick Carpenter exercised 2,507 RSUs into common stock of Tandem Diabetes Care Inc. On the same date, 1,277 common shares were withheld to cover tax obligations associated with the RSU vesting, and the company notes that no shares were sold.

How many Tandem Diabetes Care (TNDM) RSUs did Rick Carpenter vest and convert to common stock?

Rick Carpenter exercised 2,507 Restricted Stock Units into an equal number of Tandem Diabetes Care common shares. These RSUs came from awards granted in 2024 and 2025 under the company’s 2023 Long-Term Incentive Plan, vesting in scheduled installments.

At what price were TNDM shares withheld for Rick Carpenter’s tax obligations?

Tandem Diabetes Care withheld 1,277 common shares at $22.72 per share to satisfy Rick Carpenter’s tax withholding requirements. This tax-related withholding followed the vesting and settlement of RSUs and is explicitly described as involving no open-market sales.

Were any Tandem Diabetes Care (TNDM) shares sold by Rick Carpenter in this Form 4 filing?

The company states that no shares were sold. Instead, 1,277 common shares were withheld by Tandem Diabetes Care to satisfy tax withholding requirements triggered by the RSU vesting, which is reported using transaction code F on the Form 4.

Under what plan were the reported TNDM RSUs granted to Rick Carpenter?

The RSUs were granted under Tandem Diabetes Care’s 2023 Long-Term Incentive Plan. One-third of each award vested on specified May dates in 2025 and 2026, with the remaining RSUs vesting in eight equal quarterly installments, subject to plan terms.

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Learn about SEC filing dates
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*
Carpenter Rick

(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)
Director10% Owner
XOfficer (give title below)Other (specify below)
EVP & Chief Technology Officer
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 Stock08/15/2026M897A$031,815D
Common Stock08/15/2026F(1)457D$22.7231,358D
Common Stock08/15/2026M1,610A$032,968D
Common Stock08/15/2026F(1)820D$22.7232,148D
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)08/15/2026M897 (4) (4)Common Stock897$02,692D
Restricted Stock Unit(5)(3)08/15/2026M1,610 (6) (6)Common Stock1,610$011,268D
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 Rick A. Carpenter08/18/2026
** 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)