What changed in this filing

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Item 1. Financial Statements

2025-11-06 compared with 2025-08-06 · 146 added, 145 removed, 641 unchanged (31% of the section changed)

3 unchanged sentences

(In thousands, except par value)

June 30, December 31,

September 30, December 31,

Assets (Unaudited) (Note 1)

30 unchanged sentences

Common stock, $ 0.001 par value;

200,000 shares authorized, 67,531 and 66,264 shares issued and outstanding at June 30, 2025 and December 31, 2024, respectively.

200,000 shares authorized, 67,773 and 66,264 shares issued and outstanding at September 30, 2025 and December 31, 2024, respectively.

Additional paid-in capital 1,379,675 1,312,804

8 unchanged sentences

(In thousands, except per share data)

Three Months Ended June 30, Six Months Ended June 30,

Three Months Ended September 30, Nine Months Ended September 30,

2025 2024 2025 2024

5 unchanged sentences

Litigation and settlement expense

19,951 — 19,951 —

Research and development 48,715 51,107 147,048 146,677

4 unchanged sentences

Other income (expense), net:

Interest income and other income (expense), net

Interest income and other income, net

2,509 5,344 6,070 13,482

10 unchanged sentences

Other comprehensive income (loss):

Unrealized gain (loss) on short-term investments

Unrealized gain on short-term investments

$ 241 $ 3,948 $ 566 $ 2,189

Unrealized loss on cash flow hedges

Unrealized gain (loss) on cash flow hedges

534 — ( 78 ) —

Foreign currency translation gains (losses)

Foreign currency translation gains

648 1,175 6,627 312

9 unchanged sentences

(In thousands)

Three Months Ended June 30, 2025

Three Months Ended September 30, 2025

Common Stock Additional

5 unchanged sentences

Shares Amount

Balance at March 31, 2025 66,568 $ 67 $ 1,333,531 $ 75 $ ( 1,178,381 ) $ 155,292

Balance at June 30, 2025 67,531 $ 68 $ 1,360,251 $ 3,745 $ ( 1,230,781 ) $ 133,283

Exercise of stock options 15 — 46 — — 46

Vesting of restricted stock units, net of shares withheld for taxes 227 — ( 1,616 ) — — ( 1,616 )

Issuance of common stock for Employee Stock Purchase Plan 451 — 7,194 — — 7,194

Stock-based compensation expense — — 20,994 — — 20,994

Unrealized loss on short-term investments

Unrealized gain on short-term investments

— — — 241 — 241

Unrealized loss on cash flow hedges

Unrealized gain on cash flow hedges

— — — 534 — 534

2 unchanged sentences

Net loss — — — — ( 21,165 ) ( 21,165 )

Balance at June 30, 2025

Balance at September 30, 2025

67,773 $ 68 $ 1,379,675 $ 5,168 $ ( 1,251,946 ) $ 132,965

Six Months Ended June 30, 2025

Nine Months Ended September 30, 2025

Common Stock Additional

17 unchanged sentences

Net loss — — — — ( 204,121 ) ( 204,121 )

Balance at June 30, 2025

Balance at September 30, 2025

67,773 $ 68 $ 1,379,675 $ 5,168 $ ( 1,251,946 ) $ 132,965

See accompanying notes to unaudited condensed consolidated financial statements.

Three Months Ended June 30, 2024

Three Months Ended September 30, 2024

Common Stock Additional

1 unchanged sentence

Comprehensive

Income (Loss)

Deficit Total

1 unchanged sentence

Shares Amount

Balance at March 31, 2024 64,563 $ 65 $ 1,238,449 $ ( 935 ) $ ( 994,515 ) $ 243,064

Balance at June 30, 2024 65,435 $ 65 $ 1,260,392 $ ( 1,253 ) $ ( 1,025,329 ) $ 233,875

Exercise of stock options 24 — 409 — — 409

Vesting of restricted stock units, net of shares withheld for taxes 187 1 ( 4,928 ) — — ( 4,927 )

Issuance of common stock for Employee Stock Purchase Plan 402 — 6,286 — — 6,286

Stock-based compensation expense — — 26,481 — — 26,481

Unrealized loss on short-term investments

Unrealized gain on short-term investments

— — — 3,948 — 3,948

2 unchanged sentences

Net loss — — — — ( 23,251 ) ( 23,251 )

Balance at June 30, 2024

Balance at September 30, 2024

65,646 $ 66 $ 1,282,354 $ 3,870 $ ( 1,048,580 ) $ 237,710

Six Months Ended June 30, 2024

Nine Months Ended September 30, 2024

Common Stock Additional

1 unchanged sentence

Comprehensive

Income (Loss)

Deficit Total

6 unchanged sentences

Issuance of common stock under Employee Stock Purchase Plan 402 — 6,286 — — 6,286

Exercise of common stock warrants — — — — — —

Stock-based compensation expense — — 73,018 — — 73,018

2 unchanged sentences

Unrealized gain on short-term investments — — — 2,189 — 2,189

Foreign currency translation losses — — — ( 863 ) — ( 863 )

Foreign currency translation gains

— — — 312 — 312

Net loss — — — — ( 96,780 ) ( 96,780 )

Balance at June 30, 2024

Balance at September 30, 2024

65,646 $ 66 $ 1,282,354 $ 3,870 $ ( 1,048,580 ) $ 237,710

3 unchanged sentences

(In thousands)

Six Months Ended June 30,

Nine Months Ended September 30,

Operating Activities

5 unchanged sentences

Operating lease and other impairment charges

Accretion (amortization) of discount or premium on short-term investments

Amortization of discount or (accretion of premium) on short-term investments

( 2,083 ) ( 595 )

10 unchanged sentences

Accounts payable and accrued expenses

( 3,591 ) ( 952 )

Employee-related liabilities 197 15,300

2 unchanged sentences

Other long-term liabilities 5,077 364

Net cash used in operating activities

Net cash provided by (used in) operating activities

( 19,510 ) 13,508

27 unchanged sentences

Operating lease right-of-use assets obtained in exchange for operating lease obligations $ 26,169 $ 4,659

Purchases of property and equipment included in accounts payable

Purchases of property and equipment included in accounts payable and accrued expenses

$ 830 $ 2,641

4 unchanged sentences

Organization and Basis of Presentation

Tandem Diabetes Care, a global insulin delivery and diabetes technology company, manufactures and sells advanced automated insulin delivery systems that reduce the burden of diabetes management, while creating new possibilities for patients, their loved ones and healthcare providers.

Tandem Diabetes Care, a global insulin delivery and diabetes technology company, manufactures and sells advanced automated insulin delivery systems that reduce the burden of diabetes management, while creating new possibilities for its customers, their loved ones and healthcare providers.

Tandem Diabetes Care, Inc.

3 unchanged sentences

The Company offers an insulin pump portfolio, which includes both the t:slim X2 and the Tandem Mobi.

Both pumps feature Control-IQ+ technology, which is the Company’s advanced algorithm for managing insulin delivery, using information received from integrated continuous glucose monitoring (CGM) sensors.

New software for the insulin pumps may be updated remotely by the individual users as new advancements become available and are compatible with other complementary digital health offerings, such as the Company’s mobile application and cloud-based diabetes management applications.

Both pumps feature Control-IQ+ technology, which is the Company’s most advanced algorithm for managing insulin delivery, using information received from integrated continuous glucose monitoring (CGM) sensors.

New software for the insulin pumps may be updated remotely by the individual users as new advancements become available.

The insulin pumps are compatible with other complementary digital health offerings, such as the Company’s mobile application and cloud-based diabetes management applications.

The Company’s durable insulin pump products generally have an expected lifespan of at least four years .

15 unchanged sentences

Translation-related adjustments are included in other comprehensive income (loss) in the condensed consolidated statements of operations, and in accumulated other comprehensive income (loss) in the stockholders’ equity section of the Company’s condensed consolidated balance sheets.

Foreign exchange gains or losses resulting from balances denominated in a currency other than the functional currency are recognized in interest income and other, net in the Company’s condensed consolidated statements of operations.

Foreign exchange gains or losses resulting from balances denominated in a currency other than the functional currency are recognized in interest income and other income, net in the Company’s condensed consolidated statements of operations.

Summary of Significant Accounting Policies

There have been no material changes to the Company’s significant accounting policies during the six months ended June 30, 2025, as compared to those disclosed in the Annual Report, except for the addition of the accounting policy related to derivatives and hedging activities, which is included herein.

There have been no material changes to the Company’s significant accounting policies during the nine months ended September 30, 2025, as compared to those disclosed in the Annual Report, except for the addition of the accounting policy related to derivatives and hedging activities, which is included herein.

Use of Estimates

16 unchanged sentences

Finite-lived intangible assets are recorded at cost, net of accumulated amortization and, if applicable, impairment charges.

Amortization of finite-lived intangible assets is recognized over their estimated useful lives on a straight-line basis.

On May 21, 2025, the Company and various Roche entities (collectively “Roche”) entered into a Settlement, Mutual Release and Cross-License Agreement (the “Settlement Agreement”).

The Settlement Agreement resolved all actual or potential patent disputes as of the agreement date, including the actions pending before courts of the Unified Patent Court in France and Germany.

Under the terms of the Settlement Agreement, the Company agreed to pay Roche $ 36.0 million over a four-year period, with an initial cash payment of $ 8.0 million and four equal annual installments thereafter.

Amortization of finite-lived intangible assets is recognized over their estimated useful lives using a straight-line or accelerated attribution method, depending on the economic benefit associated with the asset.

On May 21, 2025, the Company and various Roche entities (collectively “Roche”) entered into a Settlement, Mutual Release and Cross-License Agreement (the “Roche Cross-License Agreement”).

The Roche Cross-License Agreement resolved all actual or potential patent disputes as of the agreement date, including the actions pending before courts of the Unified Patent Court in France and Germany.

Under the terms of the Roche Cross-License Agreement, the Company agreed to pay Roche $ 36.0 million over a four-year period, with an initial cash payment of $ 8.0 million and four equal annual installments thereafter.

The installment payments include approximately $ 4.4 million of imputed interest.

3 unchanged sentences

Based on a relative fair value approach, $ 13.3 million was capitalized as an intangible asset for the value of the license, which will be amortized over seven years , reflecting the estimated useful life of the acquired patents.

The remaining consideration was expensed as settlement and litigation expense with related legal fees during the three and six months ended June 30, 2025.

The remaining consideration was expensed as settlement and litigation expense with related legal fees in the second quarter of 2025.

The fair value of the licensed patents was estimated using a discounted cash flow model, which incorporated assumptions including projected revenues associated with the licensed technology, a technology migration rate, an estimated royalty rate, and a discount rate.

7 unchanged sentences

If actual performance does not meet or exceed projected performance, or if the assumptions used in the model change in the future, the Company may be required to recognize additional impairment charges in future periods.

Other than the impairment of operating lease right-of-use assets recognized in the first half of 2025 (see Note 6, “Leases”), there were no other impairments of long-lived assets, including acquired intangible assets, during the three and six months ended June 30, 2025 and 2024.

Other than the impairment of operating lease right-of-use assets recognized in the first quarter of 2025 (see Note 6, “Leases”), there were no other impairments of long-lived assets, including acquired intangible assets, during the three and nine months ended September 30, 2025 and 2024.

Equity Method Investments

The Company held equity method investments of $ 67.6 million and $ 74.5 million at June 30, 2025 and December 31, 2024, respectively.

The Company held equity method investments of $ 64.9 million and $ 74.5 million at September 30, 2025 and December 31, 2024, respectively.

The Company uses the equity method to account for investments in companies if it owns more than 20% of the investee company’s outstanding equity or the investment provides the Company with the ability to exercise significant influence but not control over the operating and financial policies of the investee.

1 unchanged sentence

The Company may also consider additional relevant factors, such as the presence of other business relationships.

The Company’s condensed consolidated net loss included its proportionate share of the net loss of its equity method investee, which was $ 3.4 million and $ 6.9 million for the three and six months ended June 30, 2025, respectively.

For the three and six months ended June 30, 2024, the Company did not hold any equity method investments and therefore did no t recognize a share of net income or loss from any equity method investments.

The Company’s condensed consolidated net loss included its proportionate share of the net loss of its equity method investee, which was $ 2.7 million and $ 9.6 million for the three and nine months ended September 30, 2025, respectively.

For the three and nine months ended September 30, 2024, the Company did not hold any equity method investments and therefore did no t recognize a share of net income or loss from any equity method investments.

Revenue Recognition

15 unchanged sentences

The amount of variable consideration that is included in the transaction price is included in revenue only to the extent that it is probable that a significant reversal in the amount of the cumulative revenue recognized will not occur in a future period.

The Company is subject to certain rebates on pricing programs with managed care organizations, such as pharmacy benefit managers and governmental and third-party commercial payors, and may vary by customer.

The Company is subject to certain rebates on pricing programs with managed care organizations, including pharmacy benefit managers and governmental or third-party commercial payors.

The terms of these programs may vary depending on the customer and contractual arrangements.

The Company estimates provisions for rebates based on contractual arrangements, estimates of products sold subject to rebate, known market events or trends and channel inventory data.

Estimated sales rebates included in other long-term liabilities have an estimated payment due date beyond twelve months from the balance sheet date.

Accordingly, actual rebates paid may differ from estimated amounts recorded in the accompanying consolidated financial statements.

Sales rebates are classified within other current or long-term liabilities on the condensed consolidated balance sheets, depending on the anticipated settlement period of the rebate.

Actual rebates paid may differ from estimated amounts recorded in the accompanying consolidated financial statements.

Revenue Recognition for Tandem Choice Program

From September 2022 to December 31, 2024, the Company offered a technology access program referred to as Tandem Choice that provided eligible in-warranty t:slim X2 customers in the United States with the flexibility to obtain the Tandem Mobi, once commercially available.

From September 2022 through December 2024, the Company offered a technology access program referred to as Tandem Choice that provided eligible in-warranty t:slim X2 customers in the United States with the flexibility to obtain the Tandem Mobi, once commercially available.

The Company determined that the program created a material right for which a portion of each t:slim X2 pump sales transaction price was allocated and deferred.

The Company began selling Tandem Mobi insulin pumps in February 2024 and eligibility for the Tandem Choice program ended at that time.

Consequently, the Company ceased allocating and deferring a portion of the transaction price for the material right for pumps sold after that date.

Eligible customers who purchased a t:slim X2 insulin pump during the program period had until December 31, 2024 to exercise the option to switch to the Tandem Mobi for a stated fee.

Consequently, the Company ceased allocating and deferring a portion of the t:slim X2 transaction price for the material right for pumps sold after that date.

Eligible customers who purchased a t:slim X2 insulin pump during the program period had until the end of December 2024 to exercise the option to switch to the Tandem Mobi for a stated fee.

The Company recognized the deferred sales when the obligations under the Tandem Choice program were satisfied.

1 unchanged sentence

The remaining deferrals were recognized at program expiration on December 31, 2024.

For the six months ended June 30, 2024, the Company deferred $ 1.1 million of pump sales as the result of Tandem Choice, and recognized incremental sales of $ 0.2 million from individual Tandem Choice fulfillments.

For the nine months ended September 30, 2024, the net effect of Tandem Choice deferrals and fulfillments was negligible.

There was no comparative adjustment to pump sales in 2025.

5 unchanged sentences

Gains or losses on cash flow hedges are reclassified from other comprehensive income (loss) to earnings when the hedged transaction occurs and affects consolidated results.

If the Company determines that a forecasted transaction is no longer probable of occurring, the Company discontinues hedge accounting and any related unrealized gain or loss on the derivative instrument is recognized in current earnings.

If the Company determines that a forecasted transaction is no longer probable or no longer qualifies for hedge accounting treatment, the Company discontinues hedge accounting and any related unrealized gain or loss on the derivative instrument is recognized in current earnings.

Derivatives that are not designated and do not qualify as hedges are adjusted to fair value through current earnings.

11 unchanged sentences

Warranty expense is recorded as a component of cost of sales in the consolidated statements of operations.

The following table provides a reconciliation of the changes in product warranty liabilities for the three and six months ended June 30, 2025 and 2024 (in thousands):

Three Months Ended June 30, Six Months Ended June 30,

The following table provides a reconciliation of the changes in product warranty liabilities for the three and nine months ended September 30, 2025 and 2024 (in thousands):

Three Months Ended September 30, Nine Months Ended September 30,

2025 2024 2025 2024

2 unchanged sentences

Settlements made during the period ( 10,003 ) ( 9,576 ) ( 27,702 ) ( 27,675 )

Increases (decreases) in warranty estimates

Increases in warranty estimates

741 1,882 2,762 174

Balance at end of the period $ 53,859 $ 40,746 $ 53,859 $ 40,746

As of June 30, 2025 and December 31, 2024, total product warranty reserves were included in the following consolidated balance sheet accounts (in thousands):

June 30, 2025 December 31, 2024

As of September 30, 2025 and December 31, 2024, total product warranty reserves were included in the following consolidated balance sheet accounts (in thousands):

September 30, 2025 December 31, 2024

Other current liabilities $ 32,459 $ 31,048

6 unchanged sentences

The fair value of restricted stock unit (RSU) awards issued under the Company’s stock incentive plans that vest solely based on service, is estimated based on the fair market value of the underlying stock on the date of grant.

The fair value of RSU awards that vest based upon the Company’s actual performance relative to predefined performance metrics and the awardee’s continuing service through the measurement date is generally estimated based on the fair market value of the underlying stock on the date of grant and the probability that the specified performance criteria will be met.

The fair value of RSU awards that vest based upon predefined Company performance metrics and the awardee’s continuing service through the measurement date is generally estimated based on the fair market value of the underlying stock on the date of grant and the probability that the specified performance criteria will be met.

At each reporting period, the Company reassesses the probability of the achievement of such performance metrics.

Any expense change resulting from an adjustment in the estimated shares to be released is recorded in the period of adjustment.

With respect to RSU awards with a market condition, the Company recognizes compensation expense ratably over the requisite service period under an award based on the fair market value of the award at the time of grant, regardless of whether the market condition is satisfied.

Previously recognized compensation cost would be reversed only if the employee terminated employment before completing the requisite service period.

Net Loss Per Share

2 unchanged sentences

Dilutive common share equivalents are comprised of stock options and unvested RSUs outstanding under the Company’s stock incentive plans, potential awards to be granted pursuant to the ESPP, and common stock warrants, each calculated using the treasury stock method, and shares issuable upon conversion of the convertible senior notes calculated using the if-converted method.

For the three and six months ended June 30, 2025 and 2024, there was no difference in the weighted average number of shares used to calculate basic and diluted net loss per share due to the Company’s net loss position in each period.

For the three and nine months ended September 30, 2025 and 2024, there was no difference in the weighted average number of shares used to calculate basic and diluted net loss per share due to the Company’s net loss position in each period.

Potentially dilutive securities outstanding and not included in the calculation of diluted net loss per share (because inclusion would be anti-dilutive) are as follows (in thousands, in common stock equivalent shares):

Three Months Ended

June 30, Six Months Ended June 30,

September 30, Nine Months Ended September 30,

2025 2024 2025 2024

10 unchanged sentences

The Company is currently evaluating ASU 2023-09 to determine the impact it may have on its consolidated financial statements.

Accounting Pronouncements Issued and Not Yet Adopted

In November 2024, the FASB issued ASU 2024-03 Income Statement–Reporting Comprehensive Income–Expense Disaggregation Disclosures (Subtopic 220-40):

3 unchanged sentences

The Company is currently evaluating ASU 2024-03 to determine the impact it may have on its consolidated financial statements.

In September 2025, the FASB issued ASU 2025-06 Intangibles–Goodwill and Other–Internal-Use Software (Subtopic 350-40):

Targeted Improvements to the Accounting for Internal-Use Software (ASU 2025-06), which modernizes the accounting guidance for internal-use software, including website development costs.

The amendments eliminate the consideration of software development stages and introduce a new capitalization threshold based on the entity’s commitment to fund the project and the probability of completion.

ASU 2025-06 will be effective for annual reporting periods beginning after December 15, 2027 and interim reporting periods within those annual periods.

Early adoption is permitted.

The Company is currently evaluating ASU 2025-06 to determine the impact it may have on its consolidated financial statements.

Short-Term Investments

The Company invests in marketable securities primarily consisting of debt instruments of the United States Government, United States Government-sponsored enterprises, and financial institutions and corporations with strong credit ratings.

The following represents a summary of the estimated fair value of short-term investments at June 30, 2025 and December 31, 2024 (in thousands):

At June 30, 2025 Amortized

The following represents a summary of the estimated fair value of short-term investments at September 30, 2025 and December 31, 2024 (in thousands):

At September 30, 2025 Amortized

Cost Gross Unrealized

19 unchanged sentences

Total $ 368,657 $ 759 $ ( 321 ) $ 369,095

The contractual maturities of available-for-sale debt securities as of June 30, 2025, were as follows (in thousands):

The contractual maturities of available-for-sale debt securities as of September 30, 2025, were as follows (in thousands):

Years to Maturity

At June 30, 2025 Within One Year One to Two Years Two to Three Years

At September 30, 2025 Within One Year One to Two Years Two to Three Years

Estimated Fair Value

6 unchanged sentences

The Company reviews the portfolio of available-for-sale debt securities quarterly to determine if any investment is impaired due to changes in credit risk or other potential valuation concerns.

Unrealized losses on available-for-sale debt securities at June 30, 2025 were primarily due to an increase in market interest rates after certain debt securities were purchased, and the balance was not material to the Company’s quarterly results.

Unrealized losses on available-for-sale debt securities at September 30, 2025 were not material to the Company’s quarterly results.

Composition of Certain Financial Statement Items

Accounts Receivable

Accounts receivable, net consisted of the following at June 30, 2025 and December 31, 2024 (in thousands):

June 30, December 31,

Accounts receivable, net consisted of the following at September 30, 2025 and December 31, 2024 (in thousands):

September 30, December 31,

Accounts receivable $ 133,499 $ 121,836

2 unchanged sentences

Allowance for Credit Losses

The following table provides a reconciliation of the changes in the allowance for estimated accounts receivable credit losses for the three and six months ended June 30, 2025 and 2024 (in thousands):

The following table provides a reconciliation of the changes in the allowance for estimated accounts receivable credit losses for the three and nine months ended September 30, 2025 and 2024 (in thousands):

Three Months Ended

June 30, Six Months Ended June 30,

September 30, Nine Months Ended September 30,

2025 2024 2025 2024

3 unchanged sentences

Balance at end of the period $ 7,559 $ 6,061 $ 7,559 $ 6,061

Inventories consisted of the following at June 30, 2025 and December 31, 2024 (in thousands):

June 30, December 31,

Inventories consisted of the following at September 30, 2025 and December 31, 2024 (in thousands):

September 30, December 31,

Raw materials $ 25,872 $ 32,602

3 unchanged sentences

Fair Value Measurements

The following table presents information about the Company’s financial assets and liabilities measured at fair value on a recurring basis as of June 30, 2025 and December 31, 2024, and indicates the fair value hierarchy of the valuation techniques used by the Company to determine such fair value (in thousands):

The following table presents information about the Company’s financial assets and liabilities measured at fair value on a recurring basis as of September 30, 2025 and December 31, 2024, and indicates the fair value hierarchy of the valuation techniques used by the Company to determine such fair value (in thousands):

Fair Value Measurements at

June 30, 2025

September 30, 2025

Total Level 1 Level 2 Level 3

26 unchanged sentences

The Company validates these prices through independent valuation testing and review of portfolio valuations provided by the Company’s investment managers.

There were no transfers into or out of Level 3 assets during the three months ended June 30, 2025 and 2024, respectively.

There were no transfers into or out of Level 3 assets during the three and nine months ended September 30, 2025 and 2024, respectively.

Fair Value of Financial Instruments

4 unchanged sentences

Fair Value Measurements at

June 30, 2025 December 31, 2024

September 30, 2025 December 31, 2024

Convertible Senior Notes due 2025

4 unchanged sentences

The Company’s leases consist of operating leases for facility space to support general office, research and development, manufacturing and warehouse facilities, and equipment.

These noncancellable operating leases have initial lease terms from two years to thirteen years .

These non-cancellable operating leases have initial lease terms from two years to thirteen years .

Certain leases include an option to renew, with renewal terms that can extend the lease term for additional periods at the Company’s sole discretion.

2 unchanged sentences

In September 2021, the Company entered into a lease agreement for 181,949 square feet of general administrative, laboratory, and research and development office space (the Premises) located on High Bluff Drive in San Diego, California (Headquarters Lease).

Possession of the Premises was to be tendered to the Company in two phases, with Phase I consisting of 143,850 rentable square feet, which commenced in 2022, and Phase II consisting of 38,099 rentable square feet, which commenced in the first quarter of 2025.

Possession of the Premises was tendered to the Company in two phases, with Phase I consisting of 143,850 rentable square feet, which commenced in 2022, and Phase II consisting of 38,099 rentable square feet, which commenced in the first quarter of 2025.

The Headquarters Lease term expires in April 2035.

8 unchanged sentences

Because the expected sublease income was less than the net book value of the sublease assets, the Company recorded a $ 3.6 million impairment charge in operating expenses in the first quarter of 2025 by reducing the net book value of the subleased assets to their estimated fair value, which is determined by discounting the estimated sublease income using the estimated incremental borrowing rate of the subtenant.

Additionally, during the first quarter of 2025, the Company relocated certain development activities from Lausanne, Switzerland to the United States.

The Company reviewed the relocation activities and impact of losses on certain fixed assets associated with the lease.

Additionally, during the first quarter of 2025, the Company transferred certain development activities from its Lausanne, Switzerland location to the United States.

In connection with this relocation, the Company evaluated the impact on related fixed assets and operating lease arrangements.

The Company also reviewed its assumptions for estimated future sublease income for its Vista Sorrento lease.

2 unchanged sentences

The Company’s lease costs recorded in the consolidated statements of operations were as follows (in thousands):

Three Months Ended June 30, Six Months Ended June 30,

Three Months Ended September 30, Nine Months Ended September 30,

2025 2024 2025 2024

6 unchanged sentences

Total lease cost $ 3,792 $ 3,625 $ 17,995 $ 10,749

Maturities of operating lease liabilities at June 30, 2025 were as follows (in thousands):

Maturities of operating lease liabilities at September 30, 2025 were as follows (in thousands):

Years Ending December 31,

6 unchanged sentences

The weighted-average remaining lease term and weighted-average discount rate for operating leases were as follows:

June 30, 2025 December 31, 2024

September 30, 2025 December 31, 2024

Weighted-average remaining lease term (in years) 8.8 9.2

5 unchanged sentences

The Company also paid $ 1.3 million of accrued interest due at time of the note repurchase.

As a result of the repurchase, the Company recognized a $ 1.3 million loss on extinguishment of debt in the condensed consolidated statement of operations for the six months ended June 30, 2024.

As a result of the repurchase, the Company recognized a $ 1.3 million loss on extinguishment of debt in the condensed consolidated statement of operations for the nine months ended September 30, 2024.

The loss on extinguishment of debt included the unamortized debt issuance costs related to the portion of the 2025 Notes repurchased.

The Company used $ 30.0 million of the net proceeds to repurchase shares of the Company’s common stock from certain purchasers of the 2029 Notes at a purchase price equal to the last reported sale price per share of the Company’s common stock on March 5, 2024, which was $ 27.105 per share.

The Company also used $ 30.0 million of the net proceeds to repurchase shares of the Company’s common stock from certain purchasers of the 2029 Notes at a purchase price equal to the last reported sale price per share of the Company’s common stock on March 5, 2024, which was $ 27.105 per share.

In addition, the Company used $ 15.8 million of the net proceeds to pay the cost of the capped call transactions (2029 Capped Call Transactions) discussed below.

1 unchanged sentence

Interest is payable in cash semi-annually in arrears on March 15 and September 15 of each year beginning on September 15, 2024, at a rate of 1.50 % per year.

The 2029 Notes mature on March 15, 2029 unless repurchased, redeemed, or converted in accordance with their terms prior to the maturity date.

The 2029 Notes mature on March 15, 2029 unless repurchased, redeemed, or converted in accordance with their terms before the maturity date.

The initial conversion rate for the 2029 Notes is 28.9361 shares of common stock per $1,000 principal amount of the 2029 Notes, which is equivalent to an initial conversion price of approximately $ 34.56 per share of the Company’s common stock (2029 Notes Conversion Price).

16 unchanged sentences

The net carrying amount of the Company’s convertible senior notes on the condensed consolidated balance sheets consisted of the following (in thousands):

June 30, 2025 December 31, 2024

September 30, 2025 December 31, 2024

Principal amount:

10 unchanged sentences

$ 309,590 $ 308,266

As of June 30, 2025, the if-converted value of the 2029 Notes did no t exceed the principal amount.

As of September 30, 2025, the if-converted value of the 2029 Notes did no t exceed the principal amount.

As of December 31, 2024, the if-converted value of the 2029 Notes exceeded the principal amount by $ 13.4 million.

The following table summarizes the effective interest rates for each of our convertible senior notes for the periods shown:

Three Months Ended June 30, Six Months Ended June 30,

Three Months Ended September 30, Nine Months Ended September 30,

2025 2024 2025 2024

1 unchanged sentence

Convertible Senior Notes Due 2025 (1)

2.2 % 2.2 % 2.2 % 2.2 %

N/A 2.1 % 2.1 % 2.1 %

Convertible Senior Notes Due 2029

2 unchanged sentences

The 2025 Notes matured in May 2025, and the outstanding principal balance was settled using cash balances.

The following table details interest expense related to the Notes recognized for the three and six months ended June 30, 2025 and 2024 (in thousands):

Three Months Ended June 30, Six Months Ended June 30,

The following table details interest expense related to the Notes recognized for the three and nine months ended September 30, 2025 and 2024 (in thousands):

Three Months Ended September 30, Nine Months Ended September 30,

2025 2024 2025 2024

18 unchanged sentences

The promissory note accrues interest at the rate of 5.0 % per year, and becomes due and payable upon the first sale or license of the commercialized product.

At June 30, 2025 and December 31, 2024, the loan balance, including accrued interest, was $ 4.9 million and $ 4.8 million, respectively, and was included as a component of other long-term liabilities on the condensed consolidated balance sheets.

At September 30, 2025 and December 31, 2024, the loan balance, including accrued interest, was $ 4.9 million and $ 4.8 million, respectively, and was included as a component of other long-term liabilities on the condensed consolidated balance sheets.

Stockholders’ Equity

Shares Reserved for Future Issuance

The following shares of the Company's common stock were reserved for future issuance at June 30, 2025 (in thousands):

The following shares of the Company's common stock were reserved for future issuance at September 30, 2025 (in thousands):

Shares reserved for issuance upon conversion of Convertible Senior Notes 9,151

5 unchanged sentences

Common Stock Warrants

Warrants outstanding to purchase shares of the Company's common stock as of June 30, 2025 were as follows:

Warrants outstanding to purchase shares of the Company's common stock as of September 30, 2025 were as follows:

Issue Date Exercise Price Per Share Warrants Outstanding Expiration Date of Warrants Outstanding

3 unchanged sentences

The following table summarizes the allocation of stock-based compensation expense included in the condensed consolidated statements of operations for all stock-based compensation arrangements (in thousands):

Three Months Ended June 30, Six Months Ended June 30,

Three Months Ended September 30, Nine Months Ended September 30,

2025 2024 2025 2024

3 unchanged sentences

Total stock-based compensation expense $ 21,142 $ 26,281 $ 72,271 $ 73,217

The total stock-based compensation expense capitalized as part of the cost of the Company’s inventories was $ 1.7 million at June 30, 2025, and $ 1.8 million at December 31, 2024.

The total stock-based compensation expense capitalized as part of the cost of the Company’s inventories was $ 1.6 million at September 30, 2025, and $ 1.8 million at December 31, 2024.

Restricted Stock Units

Restricted stock units (RSUs) have a grant value equal to the closing price of the Company’s common stock on the award date.

Restricted stock units (RSUs) generally have a grant value equal to the closing price of the Company’s common stock on the award date.

The total number of RSUs granted and the respective weighted average grant date fair value were as follows:

Three Months Ended June 30, Six Months Ended June 30,

Three Months Ended September 30, Nine Months Ended September 30,

2025 2024 2025 2024

5 unchanged sentences

The assumptions used in the Black-Scholes option pricing model for the ESPP were as follows:

Six Months Ended June 30,

Nine Months Ended September 30,

Weighted average grant date fair value (per share) $ 10.86 $ 21.45

6 unchanged sentences

To mitigate the impact of these fluctuations, the Company uses foreign currency forward contracts to hedge a portion of its forecasted international revenue and operating expense.

The Company’s foreign currency forward contracts are denominated primarily in Euros, Swiss Francs and Canadian dollars.

As of June 30, 2025, foreign currency forward contracts outstanding had durations ranging from one to three months .

The Company’s foreign currency forward contracts are denominated primarily in Euros, Canadian dollars and Swiss francs (CHF).

As of September 30, 2025, the Company’s foreign currency forward contracts outstanding settle within the next quarter.

These contracts are designated as cash flow hedges.

1 unchanged sentence

Realized gains and losses of such contracts are recognized in revenue and operating expenses in the same period during which the hedged transactions affect the consolidated results of operations.

The Company recognizes all cash flow hedge reclassifications from AOCI and fair value changes of excluded portions in the same line item in the condensed consolidated statements of income that has been impacted by the hedged item.

The cash flow effects of our derivative contracts in the condensed consolidated statements of cash flows are included in net cash provided by operating activities.

All derivative instruments are used solely for risk management purposes and are not for speculative trading purposes for up to a 90-day duration.

All derivative instruments are used solely for risk management purposes and are not for speculative trading purposes and settle within the next quarter.

For the periods presented, the Company did not have any non-designated hedges.

The notional value of foreign currency forward contracts outstanding related to forecasted transactions was $ 37.7 million as of June 30, 2025.

The unrealized loss of foreign currency forward contracts was $ 0.6 million for the three and six months ended June 30, 2025.

The notional value of foreign currency forward contracts outstanding related to forecasted transactions was $ 17.8 million as of September 30, 2025.

The Company recorded an unrealized gain on foreign currency forward contracts of $ 0.5 million and an unrealized loss of $ 0.1 million for the three and nine months ended September 30, 2025, respectively.

The following table summarizes the effect of foreign currency forward contracts designated as hedging instruments in our condensed consolidated statements of income (in thousands):

Three and Six Months Ended

June 30, 2025

Three Months Ended

September 30, 2025

Nine Months Ended

September 30, 2025

Net Gains (Losses) Reclassified from AOCI into Operating Income

2 unchanged sentences

Operating expense ( 30 ) ( 57 )

The Company did not enter into any foreign currency forward contracts that qualified for hedge accounting in 2024, and therefore there were no derivative assets or liabilities, nor adjustments to revenue or operating expense as a result of cash flow hedges during the three and six months ended June 30, 2024.

Employee Benefits

5 unchanged sentences

Under the terms of the plan, eligible employees may make voluntary contributions as a percent of compensation and the Company may elect to match a discretionary percentage of employee contributions.

For the three and six months ended June 30, 2025, the Company recognized income tax benefit of $ 5.3 million and tax expense of $ 3.1 million, respectively, on a pre-tax loss of $ 57.7 million and $ 179.8 million, respectively.

The Company calculated the benefit and provision for income taxes for the three and six months ended June 30, 2025, respectively, by applying an estimate of the annual effective tax rate for the full year to ordinary loss adjusted by the tax impact of discrete items.

Income tax benefit and expense for the three and six months ended June 30, 2025 was primarily attributable to federal, state and foreign income tax benefit and expense as a result of current taxable losses and income in certain jurisdictions.

For the three and six months ended June 30, 2024, the Company recognized income tax expense of $ 1.1 million and $ 4.3 million, respectively, on a pre-tax loss of $ 29.7 million and $ 69.3 million, respectively.

The Company calculated the provision for three and six months ended June 30, 2024 by applying an estimate of the annual effective tax rate for the full year to ordinary income (loss) adjusted by the tax impact of discrete items.

Income tax expense for the three and six months ended June 30, 2024 was primarily attributable to federal, state and foreign income tax expense as a result of current taxable income in certain jurisdictions.

The Company continues to maintain a full valuation allowance against its net deferred tax assets as of June 30, 2025, based on the current assessment that it is not more likely than not these future benefits will be realized before expiration.

For the three and nine months ended September 30, 2025, the Company recognized income tax benefit of $ 4.0 million and $ 0.8 million, respectively, on a pre-tax loss of $ 25.1 million and $ 205.0 million for the respective periods.

The Company calculated the benefit for income taxes for the three and nine months ended September 30, 2025, respectively, by applying an estimate of the annual effective tax rate for the full year to ordinary loss adjusted by the tax impact of discrete items.

Income tax benefit for the three and nine months ended September 30, 2025 was due to a reduction in domestic cash tax expense as a result of the passage of the One Big Beautiful Bill Act (“OBBBA”) in July 2025.

The OBBBA included various provisions with multiple effective dates, including, but not limited to, immediate expensing of domestic research and development expenditures.

The impact of the OBBBA is reflected in the Company’s results for the quarter ended September 30, 2025.

Additionally, certain foreign cash tax expenses were reduced in the current period.

For the three and nine months ended September 30, 2024, the Company recognized income tax expense of $ 0.6 million and $ 4.9 million, respectively, on a pre-tax loss of $ 22.6 million and $ 91.9 million, respectively.

The Company calculated the provision for three and nine months ended September 30, 2024 by applying an estimate of the annual effective tax rate for the full year to ordinary income (loss) adjusted by the tax impact of discrete items.

Income tax expense for the three and nine months ended September 30, 2024 was primarily attributable to federal, state and foreign income tax expense as a result of current taxable income in certain jurisdictions.

The Company continues to maintain a full valuation allowance against its net deferred tax assets as of September 30, 2025, based on the current assessment that it is not more likely than not these future benefits will be realized before expiration.

Business Segment and Geographic Information

6 unchanged sentences

The Company’s CODM is the Chief Executive Officer (CEO), who evaluates segment performance based on segment net income (loss) on a consolidated basis.

Segment net income (loss) was consistent with the net loss amounts reported in the Company’s condensed consolidated statement of operations and comprehensive loss for the three and six months ended June 30, 2025 and 2024.

There were no significant segment expenses that are regularly provided to the CODM other than those reported in the Company’s condensed consolidated statement of operations and comprehensive loss for the three and six months ended June 30, 2025 and 2024.

The Company’s CODM is provided segment assets information on a consolidated basis for the evaluation of Company performance.

Total segment assets were consistent with total assets reported in the Company’s condensed consolidated balance sheets for June 30, 2025 and December 31, 2024.

Total segment assets were consistent with total assets reported in the Company’s condensed consolidated balance sheets for September 30, 2025 and December 31, 2024.

Disaggregation of Revenue

Segment revenues were consistent with revenue reported in the Company’s condensed consolidated statement of operations and comprehensive loss for the three and six months ended June 30, 2025 and 2024.

Segment revenues were consistent with revenue reported in the Company’s condensed consolidated statement of operations and comprehensive loss for the three and nine months ended September 30, 2025 and 2024.

The Company primarily sells its products through national and regional distributors in the United States on a non-exclusive basis, and through distribution partners outside the United States.

2 unchanged sentences

Revenues by Geographic Region and Customer Sales Channel

During the three and six months ended June 30, 2025 and 2024, no individual country outside the United States generated revenue that represented more than 10% of total revenue.

During the three and nine months ended September 30, 2025 and 2024, no individual country outside the United States generated revenue that represented more than 10% of total revenue.

The table below sets forth revenues for the Company’s two primary geographical markets, based on the geographic location to which its products are shipped (in thousands):

Three Months Ended June 30, Six Months Ended June 30,

Three Months Ended September 30, Nine Months Ended September 30,

2025 2024 2025 2024

3 unchanged sentences

Revenues by Product

During the three and six months ended June 30, 2025 and 2024, sales by product were as follows (in thousands):

Three Months Ended June 30, Six Months Ended June 30,

During the three and nine months ended September 30, 2025 and 2024, sales by product were as follows (in thousands):

Three Months Ended September 30, Nine Months Ended September 30,

2025 2024 2025 2024

2 unchanged sentences

139,139 128,133 400,277 347,547

Net revenue recognized (deferred) for Tandem Choice program

— 154 — ( 992 )

Net revenue recognized for Tandem Choice program

Total Sales $ 249,253 $ 243,971 724,353 657,555

Sales to distributors accounted for 61 % of the Company’s United States sales for both the three and six months ended June 30, 2025 and 63 % and 62 % for the three and six months ended June 30, 2024, respectively.

Sales to distributors accounted for the vast majority of the Company’s sales outside the United States for the three and six-month periods ended June 30, 2025 and 2024.

Sales to distributors accounted for 62 % and 61 % of the Company’s United States sales for the three and nine months ended September 30, 2025, respectively and 61 % and 62 % for the three and nine months ended September 30, 2024, respectively.

Sales to distributors accounted for the vast majority of the Company’s sales outside the United States for the three and nine-month periods ended September 30, 2025 and 2024.

In December 2022, the Company entered into a share purchase agreement to acquire all of the registered shares of AMF Medical (Original Transaction).

AMF Medical is the original developer of the Sigi Patch Pump, which continued to be under development and was not yet commercially available as of June 30, 2025.

AMF Medical is the original developer of the Sigi Patch Pump, which continued to be under development and was not yet commercially available as of September 30, 2025.

In the first quarter of 2023, the Company completed the acquisition of AMF Medical.

The total aggregate consideration for the Original Transaction included a previous strategic investment of Swiss Francs (CHF) 8.0 million made in the third quarter of 2022, a cash payment of CHF 62.4 million paid at the closing of the Transaction, and additional contingent earnout payments of up to CHF 129.6 million.

The total aggregate consideration for the Original Transaction included a previous strategic investment of CHF 8.0 million made in the third quarter of 2022, a cash payment of CHF 62.4 million paid at the closing of the Transaction, and additional contingent earnout payments of up to CHF 129.6 million.

The contingent consideration was to be recognized as certain defined contingencies were resolved and the respective consideration was paid or became payable.

4 unchanged sentences

All other payment obligations in the Original Transaction were removed.

The total amount of CHF 68 million was recognized as acquired IPR&D in the Company’s condensed consolidated statement of operations and comprehensive loss.

As of June 30, 2025, the remaining CHF 28 million was recorded as a short-term accrued liability for $ 35.2 million on the Company’s condensed consolidated balance sheet.

The total amount of CHF 68.0 million ($ 75.2 million in US dollars) was recognized as acquired IPR&D in the Company’s condensed consolidated statement of operations and comprehensive loss in the first quarter of 2025.

As of September 30, 2025, the remaining CHF 28.0 million was recorded as a short-term accrued liability of $ 35.9 million on the Company’s condensed consolidated balance sheet.

Commitments and Contingencies

Legal and Regulatory Matters

In November 2023, at the Unified Patent Court (UPC), Paris Central Division (UPC Paris), the Company filed a revocation action and an action for a declaration of non-infringement of EP Patent No.

2 196 231 B1 (the ’231 patent) against Roche Diabetes Care GmbH.

In February 2024, Roche filed an infringement action against Tandem and its distributor in Germany at the UPC, Hamburg Local Division (UPC Hamburg) contending that Tandem’s t:slim X2 pump, and the offering, marketing, using, importing, possessing, and supplying of such devices infringes certain claims of the ‘231 patent.

The Company contended that the t:slim X2 pump did not infringe the ‘231 patent and that the claims of the ‘231 patent were invalid over the prior art and should be revoked

In December 2023, F.

Hoffman-La Roche AG and Roche Diabetes Care GmbH (collectively, Roche), filed an infringement action at the UPC, Dusseldorf Division (UPC Dusseldorf) against Tandem Diabetes Care, Inc.

and Tandem Diabetes Care Europe B.V.

and Tandem’s distributors in Germany, France, the Netherlands and Denmark.

Roche alleged the Company’s t:slim X2 insulin pump, and the offering, marketing, using, importing, possessing, and supplying of such devices infringed EP Patent No.

1 970 677 B1 (the ‘677 patent) and the Company alleged that the t:slim X2 pump did not infringe the ‘677 patent and that the claims of the ‘677 patent were invalid over the prior art and should be revoked.

On May 21, 2025 the Company entered into a Settlement, Mutual Release and Cross-License Agreement to resolve all actual or potential patent disputes with Roche, including related to the matters above (see Intangible Assets Subject to Amortization, Note 2, “Summary of Significant Accounting Policies”).

From time to time, the Company is involved in various other legal proceedings, regulatory matters, and other disputes or claims arising from or related to claims incident to the normal course of the Company’s business activities, including actions with respect to intellectual property, data privacy, employment, regulatory, product liability and contractual matters.

Although the results of such legal proceedings and claims cannot be predicted with certainty, as of June 30, 2025 the Company believes it is not currently a party to any legal proceedings, regulatory matters, or other disputes or claims for which a material loss was considered probable or for which the amount or range of loss was reasonably estimable.

From time to time, the Company is involved in various legal proceedings, regulatory matters, and other disputes or claims arising from or related to claims incident to the normal course of the Company’s business activities, including actions with respect to intellectual property, data privacy, employment, regulatory, product liability and contractual matters.

Although the results of such legal proceedings and claims cannot be predicted with certainty, as of September 30, 2025 the Company believes it is not currently a party to any legal proceedings, regulatory matters, or other disputes or claims for which a material loss was considered probable or for which the amount or range of loss was reasonably estimable.

However, regardless of the merit of the claims raised or the outcome, legal proceedings may have an adverse impact on the Company as a result of defense and settlement costs, diversion of management time and resources, and other factors.

Letters of Credit

As of June 30, 2025, in connection with one of the Company’s operating leases (see Note 6, “Leases”), the Company had a $ 4.9 million unsecured irrevocable standby letter of credit arrangement with a bank, under which the landlord of the building is the beneficiary.

As of September 30, 2025, in connection with one of the Company’s operating leases (see Note 6, “Leases”), the Company had a $ 4.9 million unsecured irrevocable standby letter of credit arrangement with a bank, under which the landlord of the building is the beneficiary.

The Company is required to maintain the standby letter of credit throughout the term of the lease, which expires in April 2035.

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-Q

Item 1. Financial Statements