Hansen Shannon Marie 4
4 · TANDEM DIABETES CARE INC · Filed Feb 19, 2026
Research Summary
AI-generated summary of this filing
Tandem Diabetes (TNDM) EVP Shannon Hansen Exercises RSUs; Shares Withheld
What Happened
Shannon M. Hansen, EVP & Chief Legal Officer of Tandem Diabetes Care (TNDM), had RSUs convert to 3,065 shares on February 17, 2026 (reported on Form 4 filed Feb 19, 2026). No exercise price was paid (these were RSU vest/conversions). To satisfy tax withholding, the company withheld 1,263 shares at $18.95 per share, representing cash value of approximately $23,933. Net new shares delivered to Hansen equal 1,802 shares (3,065 converted minus 1,263 withheld).
Key Details
- Transaction date: February 17, 2026; Form 4 filed February 19, 2026 (timely filing).
- Conversion details: three RSU conversions totaling 3,065 shares (531 + 1,437 + 1,097).
- Tax withholding: 1,263 shares withheld (219 + 592 + 452) at $18.95 per share; total value withheld ≈ $23,933. These withheld shares were retained by the company to satisfy tax obligations (Footnote F1) — no open-market sale.
- Exercise price/consideration: $0 on the conversions (RSUs), consistent with RSU vesting.
- Shares owned after transaction: the filing does not state total holdings; net increase from this vesting = 1,802 shares.
- Holding/beneficial owner: securities are held by the Shannon M. Hansen Trust dated July 8, 2003 (Footnote F2).
- Grants and vesting context: awards were from plans and grants on Feb 15, 2022; May 25, 2023; and May 23, 2024 with varying vesting schedules (see Footnotes F3–F9).
- Transaction codes: M = conversion/exercise of derivative (RSU conversion); F = payment of tax liability via share withholding.
Context
- These were RSU vesting events (not open-market purchases or sales). The company withheld shares to cover taxes rather than selling shares on the open market, so this is a routine withholding transaction rather than a directional sale.
- For retail investors, RSU vesting increases insider exposure to the company's stock but the withholding itself does not signal a market sale.
Insider Transaction Report
Form 4
Hansen Shannon Marie
EVP & Chief Legal Officer
Transactions
- Exercise/Conversion
Common Stock
2026-02-17+531→ 22,005 total - Tax Payment
Common Stock
[F1]2026-02-17$18.95/sh−219$4,150→ 21,786 total - Exercise/Conversion
Common Stock
2026-02-17+1,437→ 23,223 total - Tax Payment
Common Stock
[F1]2026-02-17$18.95/sh−592$11,218→ 22,631 total - Exercise/Conversion
Common Stock
2026-02-17+1,097→ 23,728 total - Tax Payment
Common Stock
[F1]2026-02-17$18.95/sh−452$8,565→ 23,276 total - Exercise/Conversion
Restricted Stock Unit
[F3][F4][F5]2026-02-17−531→ 0 total→ Common Stock (531 underlying) - Exercise/Conversion
Restricted Stock Unit
[F6][F7][F8]2026-02-17−1,437→ 1,437 total→ Common Stock (1,437 underlying) - Exercise/Conversion
Restricted Stock Unit
[F9][F7][F10]2026-02-17−1,097→ 5,484 total→ Common Stock (1,097 underlying)
Holdings
- 1,935(indirect: By Trust)
Common Stock
[F2]
Footnotes (10)
- [F1]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.
- [F10]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.
- [F2]The securities are held by the Shannon M. Hansen Trust dated July 8, 2003, of which Shannon M. Hansen is the Trustee.
- [F3]Awarded on February 15, 2022 pursuant to the Tandem Diabetes Care Inc. 2013 Stock Incentive Plan, as amended, and the agreements related thereto (the 2013 Plan).
- [F4]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 2013 Plan.
- [F5]RSU vest as to twenty-five percent (25%) of the total number of shares subject to the RSU on 2/15/2023, and the remaining shares shall vest in twelve (12) equal quarterly installments thereafter.
- [F6]Awarded on May 25, 2023 pursuant to the Tandem Diabetes Care Inc. 2023 Long-Term Incentive Plan (the 2023 Plan).
- [F7]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.
- [F8]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.
- [F9]Awarded on May 23, 2024 pursuant to the 2023 Plan.
Signature
/s/ Shannon M. Hansen|2026-02-19