Hansen Shannon Marie 4

What Happened

• Shannon M. Hansen, EVP & Chief Legal Officer of Tandem Diabetes Care (TNDM), reported vesting/conversion of 10,201 derivative shares (reported as exercise/conversion) on 2026-05-15. The company withheld 5,192 shares to cover tax withholding obligations (payment entries total $66,561 at $12.82/share). She also acquired 1,886 shares through the company’s ESPP at $10.90/share for $20,557. Net new shares to her holdings from these transactions: 6,895 (10,201 converted − 5,192 withheld + 1,886 ESPP).

Key Details

• Transaction date: 2026-05-15 (Form 4 filed 2026-05-19; filing appears timely).
• Derivative conversions: 1,437 + 1,097 + 7,667 = 10,201 shares reported as exercised/converted (price reported $0.00).
• Tax withholding: 732 + 559 + 3,901 = 5,192 shares withheld at $12.82 each (total $66,561) — no open-market sale; shares withheld to satisfy tax obligations (F1).
• ESPP purchase: 1,886 shares @ $10.90 = $20,557 (voluntarily reported ESPP purchase for the Nov 18, 2025–May 15, 2026 period; F2).
• Shares owned after the transaction: not specified in the filing.
• Notable footnotes: holdings are in the Shannon M. Hansen Trust (F3); RSU awards originate from prior long-term incentive awards (awarded 2023–2025 with standard vesting schedules—F4–F10).

Context

• The $0.00 exercise/conversion entries and the withholding entries indicate RSU vesting/settlement with shares withheld to cover taxes (common, not an open-market sale). The ESPP purchase is a direct buy (more informative as a purchase signal). These transactions are routine compensation-related events and do not by themselves indicate a change in company outlook.