Tandem Diabetes SEC Filings

Tandem Diabetes Care Inc. (TNDM) executive vice president and chief legal officer Shannon M. Hansen reported multiple equity transactions dated 11/17/2025 on a Form 4. Hansen voluntarily reported acquiring 800 shares of common stock through the company’s employee stock purchase plan for the May 16, 2025 to November 17, 2025 purchase period, a transaction noted as exempt under Rule 16b-3(c). Several restricted stock unit (RSU) awards were converted to common stock at a $0 exercise price, while 190, 515 and 393 shares were withheld by the company at $18.61 per share to cover tax obligations, with no market sales. After these transactions, Hansen directly holds 21,474 shares and indirectly holds 1,935 shares through the Shannon M. Hansen Trust.

Tandem Diabetes Care (TNDM) expanded its Board to nine directors and appointed Sandra Beaver effective November 7, 2025, with her term expiring at the 2026 Annual Meeting. She joins the Audit Committee and the Cybersecurity and Data Privacy Committee. Under the company’s director compensation policy, Ms. Beaver received an initial RSU award of 20,242 shares (valued at $300,000) vesting one-third annually. She is eligible for annual cash retainers of $60,000 for Board service, plus $11,000 and $6,000 for the two committees, and an annual RSU around $180,000.

Tandem Diabetes Care reported Q3 2025 results. Sales were $249.3 million, up slightly year over year, with gross profit of $134.3 million. Operating loss was $22.9 million, and net loss narrowed to $21.2 million (basic and diluted loss per share $0.31) from $23.3 million a year ago.

For the first nine months, sales reached $724.4 million and net loss was $204.1 million, reflecting $75.2 million of acquired in‑process R&D, $20.0 million of litigation and settlement expense, and $9.6 million of equity‑method losses. Cash and cash equivalents were $91.9 million and short‑term investments were $227.2 million. Long‑term convertible notes, net, were $309.6 million, and stockholders’ equity was $133.0 million.

Operating cash flow was a use of $19.5 million year‑to‑date, with $87.9 million provided by investing activities and $46.0 million used in financing, including $40.8 million to settle the 2025 notes. The company entered a cross‑license with Roche, agreeing to pay $36.0 million over four years; $13.3 million was capitalized as an intangible asset, and a $31.6 million present‑value liability was recorded. As of November 4, 2025, shares outstanding were 67,802,359.

Tandem Diabetes Care (TNDM) furnished a press release reporting its financial results for the quarter ended September 30, 2025. The release is provided as Exhibit 99.1 and incorporated by reference in this report.

The company notes that the information in Item 2.02 and Exhibit 99.1 is being furnished, not filed, and therefore is not subject to Section 18 liability of the Exchange Act or automatically incorporated into other filings unless specifically referenced.

Tandem Diabetes Care (TNDM) reported insider activity by EVP & Chief Operating Officer Jean-Claude Kyrillos. On 10/15/2025, 3,636 shares of common stock were acquired at $0 upon the vesting and settlement of restricted stock units (RSUs), coded “M.” The company withheld 1,301 shares at $14.75 (code “F”) to satisfy tax obligations; no shares were sold.

Following these transactions, the officer directly owns 22,384 common shares. The RSUs were granted on July 15, 2024 under the company’s 2023 Long‑Term Incentive Plan. Each RSU represents the right to receive one share or cash at the company’s discretion. The award vests 33% on 7/15/2025, with the remainder vesting in eight equal quarterly installments thereafter.

Rick A. Carpenter, Chief Technology Officer of Tandem Diabetes Care, reported transactions on 09/15/2025 affecting his holdings of TNDM common stock. 406 restricted stock units (RSUs) vested and were recorded as acquired under code M with a $0 price, leaving 22,773 shares beneficially owned after the transaction. Separately, 207 shares were disposed of under code F(1) at $12.09 per share, leaving 22,566 shares reported as beneficially owned following that disposition. The filing states that the Company withheld shares to satisfy tax withholding on RSU vesting and that no shares were sold to cover taxes. The RSUs were originally awarded on 12/15/2021 under the 2013 Stock Incentive Plan and vest 25% on 12/15/2022 with the remainder vesting in twelve equal quarterly installments.

Insider Form 4 for TNDM (Mark D. Novara) reports transactions on 09/15/2025 related to vested restricted stock units (RSUs) awarded under the Tandem Diabetes Care, Inc. 2023 Long-Term Incentive Plan. The filing shows 7,415 RSUs withheld to satisfy tax withholding on vesting (transaction code M) at no sales proceeds, and a separate disposition of 3,866 shares for $12.09 per share (transaction code F(1)). After these actions the reporting person beneficially owned 32,348 shares of common stock. The RSUs were granted 12/15/2023 and vest 33% on 12/15/2024 with the remainder in eight equal quarterly installments.

Mark D. Novara, EVP & Chief Commercial Officer of Tandem Diabetes Care, Inc. (TNDM), reported changes in his beneficial ownership on 08/15/2025. The filing shows withholding of shares to satisfy tax obligations related to vested restricted stock units (RSUs) awarded May 23, 2024; the company withheld shares rather than selling them. The report lists an acquisition entry of 76 common shares (code M) at no cash price and a disposition entry of 40 common shares (code F) at $10.82. After these transactions, Novara beneficially owns 28,799 common shares (direct) per the Form 4 figures. The RSU award vests 33% on 5/15/2025 with the remainder vesting in eight equal quarterly installments.

Susan M. Morrison, EVP & Chief Administrative Officer of Tandem Diabetes Care, Inc. (TNDM), reported equity transactions dated 08/15/2025 on Form 4. The filing shows vesting of restricted stock units (RSUs) awarded under the 2023 Long-Term Incentive Plan: 1,503 RSUs and 1,097 RSUs were settled (transaction code M) with an acquisition price of $0 for each award. To satisfy tax withholding on the vesting, the company withheld 430 and 314 shares respectively at a withholding price of $10.82 per share; the filer states explicitly that no shares were sold. The Form indicates the transactions were reported by an attorney-in-fact on 08/19/2025. The filing itemizes the share movements and confirms the RSU grant and vesting schedule terms referenced in the explanation section of the Form.