Carpenter Rick 4

4 · TANDEM DIABETES CARE INC · Filed Feb 19, 2026

AI-generated summary of this filing

Updated Feb 19, 2026

Tandem Diabetes (TNDM) CTO Rick Carpenter Exercises RSUs; Shares Withheld

What Happened

Rick Carpenter, Chief Technology Officer of Tandem Diabetes Care (TNDM), had restricted stock units (RSUs convert/vest) on Feb 17, 2026. The filing shows conversions/exercises of RSU-derived awards of 1,437 and 897 shares (total 2,334 shares). To cover tax withholding, the company withheld 808 and 504 shares (1,312 shares total) at $18.95 per share, generating a tax withholding value of about $24,863. No open-market sale was reported — the withheld shares were retained by the company to satisfy taxes.

Key Details

Transaction date: 2026-02-17; Form 4 filed: 2026-02-19 (filed within typical two-business-day window).
Reported conversions/exercises: 1,437 and 897 shares (total 2,334 shares converted from RSUs).
Shares withheld for taxes (F): 808 shares ($15,312) and 504 shares ($9,551) = 1,312 shares withheld (~$24,863) at $18.95 per share.
Transaction codes: M = exercise/conversion of derivative (RSU conversion); F = payment of exercise price or tax liability (withholding). No open-market sale proceeds to the insider.
Shares owned after the reported transactions: not specified in the provided filing text.
Footnotes: RSUs were granted under the 2023 Long‑Term Incentive Plan (awards dated 5/25/2023 and 5/23/2024). Each RSU converts to one share (or cash in lieu at the issuer's discretion). Vesting schedules: 33% on 5/15/2024 (for the 2023 award) and 33% on 5/15/2025 (for the 2024 award), with remaining shares vesting in equal quarterly installments.

Context

This was a routine RSU vesting/conversion with shares withheld to satisfy tax obligations (a common, administrative action), not an open-market sale or purchase. For investors, withheld shares to meet tax liabilities generally do not signal bullish or bearish insider intent.

Form 4

Period: 2026-02-17

Chief Technology Officer

Transactions

Exercise/Conversion
Common Stock
2026-02-17+1,437→ 25,689 total
Tax Payment
Common Stock
[F1]
2026-02-17$18.95/sh−808$15,312→ 24,881 total
Exercise/Conversion
Common Stock
2026-02-17+897→ 25,778 total
Tax Payment
Common Stock
[F1]
2026-02-17$18.95/sh−504$9,551→ 25,274 total
Exercise/Conversion
Restricted Stock Unit
[F2][F3][F4]
2026-02-17−1,437→ 1,437 total
→ Common Stock (1,437 underlying)
Exercise/Conversion
Restricted Stock Unit
[F5][F3][F6]
2026-02-17−897→ 4,487 total
→ Common Stock (897 underlying)

Footnotes (6)

[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.
[F2]Awarded on May 25, 2023 pursuant to the Tandem Diabetes Care, Inc. 2023 Long-Term Incentive Plan (the 2023 Plan).
[F3]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.
[F4]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.
[F5]Awarded on May 23, 2024 pursuant to the 2023 Plan.
[F6]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.

Signature

/s/ Shannon M. Hansen, Attorney-in-Fact for Rick A. Carpenter|2026-02-19

1 file