TNDM insider Form 4 shows RSU conversion and tax share withholding

Rhea-AI Filing Summary

Tandem Diabetes Care Inc. (TNDM) reported an insider equity transaction by its EVP & Chief Commercial Officer on a Form 4. On 11/17/2025, 76 restricted stock units (RSUs) were converted to common stock at an exercise price of $0, and 40 shares of common stock were withheld at $18.61 per share to cover tax obligations, with no shares sold on the market. Following these transactions, the officer beneficially owned 32,384 shares of common stock directly and 457 RSUs, subject to the company’s 2023 Long-Term Incentive Plan and a vesting schedule that runs in quarterly installments after an initial vesting on 5/15/2025.

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)
11/17/2025

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	11/17/2025		M		76	A	$0	32,424	D
Common Stock	11/17/2025		F(1)		40	D	$18.61	32,384	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)	11/17/2025		M			76	(4)	(4)	Common Stock	76	$0	457	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	11/19/2025
	** 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).
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FAQ

What insider transaction did Tandem Diabetes Care (TNDM) report on this Form 4?

The filing reports that the EVP & Chief Commercial Officer converted 76 RSUs into common stock at an exercise price of $0 on 11/17/2025, and had 40 shares withheld to satisfy tax obligations.

Were any Tandem Diabetes Care (TNDM) shares sold in the open market?

No shares were sold. 40 shares were withheld by Tandem Diabetes Care Inc. to satisfy tax withholding requirements on vesting of RSUs, and the filing states that no shares were sold.

How many Tandem Diabetes Care (TNDM) shares does the officer own after the transaction?

After the reported transactions, the officer beneficially owned 32,384 shares of common stock directly and 457 restricted stock units.

What is the vesting schedule for the reported Tandem Diabetes Care RSUs?

The RSUs vest as to 33% of the total shares on 5/15/2025, with the remaining shares vesting in eight equal quarterly installments thereafter, under the 2023 Long-Term Incentive Plan.

What does each Tandem Diabetes Care RSU represent in this Form 4?

Each RSU represents a contingent right to receive either one share of common stock of Tandem Diabetes Care Inc. or cash in lieu thereof, at the company’s discretion, in accordance with the 2023 Long-Term Incentive Plan.

Which compensation plan governs the Tandem Diabetes Care RSUs in this filing?

The RSUs were awarded under the Tandem Diabetes Care Inc. 2023 Long-Term Incentive Plan, as amended, and related agreements.