Tandem Diabetes (TNDM) exec vests RSUs, withholds stock for tax

Rhea-AI Filing Summary

Tandem Diabetes Care executive Susan Morrison reported routine equity transactions related to restricted stock units. On February 17, 2026, she acquired a total of 2,600 shares of common stock through the exercise and vesting of RSUs, at no cash exercise price.

To cover tax withholding on these vestings, 882 shares of common stock were withheld by the company at $18.95 per share, and the footnotes state that no shares were sold on the market. After these transactions, she directly holds 42,635 shares of common stock.

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^*

Morrison Susan

(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 Admin. 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		1,503	A	$0	42,420	D
Common Stock	02/17/2026		F(1)		510	D	$18.95	41,910	D
Common Stock	02/17/2026		M		1,097	A	$0	43,007	D
Common Stock	02/17/2026		F(1)		372	D	$18.95	42,635	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			1,503	(4)	(4)	Common Stock	1,503	$0	1,503	D
Restricted Stock Unit(5)	(3)	02/17/2026		M			1,097	(6)	(6)	Common Stock	1,097	$0	5,484	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, 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 5/15/2024, 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 Susan M. Morrison	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 TNDM executive Susan Morrison report on this Form 4?

Susan Morrison reported RSU-related transactions, acquiring 2,600 Tandem Diabetes Care common shares upon RSU vesting. To satisfy tax obligations, 882 shares were withheld by the company, with footnotes clarifying these were not open-market sales and no shares were sold.

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

No open-market sales occurred. The filing shows 882 shares of common stock were disposed of solely to cover tax withholding at $18.95 per share, and footnotes explicitly state that no shares were sold, indicating a non-discretionary tax-withholding transaction.

How many Tandem Diabetes Care shares does Susan Morrison own after these Form 4 transactions?

After the reported transactions, Susan Morrison directly owns 42,635 shares of Tandem Diabetes Care common stock. This balance reflects RSU vesting-related share acquisitions and the automatic share withholding for tax obligations disclosed for the February 17, 2026 transactions.

What RSU activity for Tandem Diabetes Care (TNDM) is disclosed in this Form 4?

The Form 4 shows RSU exercises and vesting converting into 2,600 Tandem Diabetes Care common shares for Susan Morrison. Footnotes explain these RSUs were granted under the 2023 Long-Term Incentive Plan with scheduled vesting in specified installments over time.

At what price were Tandem Diabetes Care (TNDM) shares used for tax withholding valued?

Shares withheld to cover tax obligations were valued at $18.95 per share. A total of 882 common shares were used for this purpose, and the filing characterizes these transactions as payment of tax liability by delivering securities rather than voluntary market sales.

Which incentive plan governs the RSUs in Susan Morrison’s Tandem Diabetes Care Form 4?

The RSUs are governed by the Tandem Diabetes Care 2023 Long-Term Incentive Plan. Footnotes state awards were granted in May 2023 and May 2024, with each RSU representing a contingent right to receive one common share or cash, subject to scheduled vesting terms.