Carpenter Rick 4

What Happened

• Rick Carpenter, EVP & Chief Technology Officer of Tandem Diabetes Care (TNDM), converted a total of 8,774 derivative awards (reported as "M" exercises/conversions) into common stock on 2026-05-15. The company withheld 4,466 of those shares to satisfy tax withholding (code "F"), representing approximately $57,254 in tax withholding value. Separately, Carpenter acquired 1,336 shares through the company’s Employee Stock Purchase Plan (ESPP) at $10.90 per share for $14,562.
• Net effect (based on reported items): Carpenter received 10,110 shares gross (8,774 conversions + 1,336 ESPP) and had 4,466 shares withheld for taxes, a net increase of 5,644 shares of common stock.

Key Details

• Transaction date: May 15, 2026; Form 4 filed May 19, 2026 (timely).
• Conversions/exercises (code M): 1,437; 898; and 6,439 shares acquired at $0.00 reported price (total 8,774).
• Tax-withholding (code F): 732; 457; and 3,277 shares surrendered at $12.82 per share to cover tax liabilities (total withheld value $57,254).
• ESPP purchase (code A / F2): 1,336 shares at $10.90/share = $14,562 (reported as an acquisition; exempt under Rule 16b-3(c)).
• Footnotes: F1 = shares withheld to satisfy tax withholding on RSU vesting (no open-market sale); F3–F9 provide award dates and vesting schedules for the RSUs converted.
• Shares owned after the transaction: not specified in the provided filing excerpt.

Context

• The M-code transactions reflect conversion/exercise of restricted stock units or other derivatives into common shares; the matching M "disposed" lines in the filing typically reflect extinguishment of the derivative instrument rather than a market sale.
• The withheld shares were used to pay tax obligations on vesting (a common, routine practice) — no open-market sale of shares was reported.
• The ESPP purchase is a straightforward employee purchase at a discount and is typically viewed as a routine buy under the plan (more informative than routine withholding).