Tandem Diabetes (TNDM) CTO logs RSU stock gains and tax withholding

Rhea-AI Filing Summary

Tandem Diabetes Care Inc.'s Chief Technology Officer Rick Carpenter reported equity transactions tied to restricted stock units on February 17, 2026. He acquired 1,437 and 897 shares of common stock through exercises of restricted stock units at a price of $0.00 per share.

To cover tax withholding on these vestings, 808 and 504 shares of common stock were disposed of at $18.95 per share. According to the company’s disclosure, these shares were withheld by Tandem Diabetes Care Inc. to satisfy tax obligations and no shares were sold in the open market.

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^*

Carpenter Rick

(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)
	Chief Technology 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		1,437	A	$0	25,689	D
Common Stock	02/17/2026		F(1)		808	D	$18.95	24,881	D
Common Stock	02/17/2026		M		897	A	$0	25,778	D
Common Stock	02/17/2026		F(1)		504	D	$18.95	25,274	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			1,437	(4)	(4)	Common Stock	1,437	$0	1,437	D
Restricted Stock Unit(5)	(3)	02/17/2026		M			897	(6)	(6)	Common Stock	897	$0	4,487	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 25, 2023 pursuant to the Tandem Diabetes Care, Inc. 2023 Long-Term Incentive Plan (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 5/15/2024, and the remaining shares shall vest in eight (8) equal quarterly installments thereafter.

5. Awarded on May 23, 2024 pursuant to the 2023 Plan.

6. 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 Rick A. Carpenter	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 activity did TNDM Chief Technology Officer Rick Carpenter report?

Rick Carpenter reported exercises of restricted stock units and related tax withholding. He acquired 1,437 and 897 common shares from RSU vesting, while 808 and 504 shares were withheld by Tandem Diabetes Care Inc. to satisfy tax liabilities, with no open-market sales disclosed.

Were any Tandem Diabetes Care (TNDM) shares sold on the market in this Form 4?

No open-market sales were disclosed. The Form 4 states that 808 and 504 shares of common stock were withheld by Tandem Diabetes Care Inc. solely to satisfy tax withholding requirements on RSU vesting, and explicitly notes that no shares were sold into the market.

How many Tandem Diabetes Care (TNDM) shares did Rick Carpenter receive from RSU exercises?

Rick Carpenter received common stock from two RSU conversions: 1,437 shares and 897 shares at a price of $0.00 per share. These transactions reflect the vesting and settlement of restricted stock units previously granted under Tandem Diabetes Care’s 2023 Long-Term Incentive Plan.

What does the tax withholding transaction code F mean in the TNDM Form 4?

Code F indicates a tax-withholding disposition. In this filing, 808 and 504 shares of Tandem Diabetes Care common stock were withheld by the company to pay tax obligations arising from RSU vesting, which the footnote clarifies involved no sale of shares on the open market.

Under which plan were the reported TNDM restricted stock units granted?

The reported restricted stock units were granted under the Tandem Diabetes Care, Inc. 2023 Long-Term Incentive Plan. Footnotes explain that awards were made in May 2023 and May 2024, with vesting schedules based on an initial 33% vesting and subsequent equal quarterly installments.

How do TNDM restricted stock units reported here vest over time?

The RSUs vest 33% on a specified May 15 vesting date, with remaining shares vesting in eight equal quarterly installments. This structure provides staged delivery of Tandem Diabetes Care common stock or cash, as determined under the 2023 Long-Term Incentive Plan’s terms and issuer discretion.