Hansen Shannon Marie 4

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.