What changed in this filing

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Item 1. Financial Statements

2026-05-07 compared with 2025-11-06 · 216 added, 328 removed, 459 unchanged (54% of the section changed)

3 unchanged sentences

(In thousands, except par value)

September 30, December 31,

March 31, December 31,

Assets (Unaudited) (Note 1)

17 unchanged sentences

Employee-related liabilities 55,695 70,409

Current portion of convertible senior notes, net

Operating lease liabilities 20,109 19,472

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Common stock, $ 0.001 par value;

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

200,000 shares authorized, 68,504 and 68,291 shares issued and outstanding as of March 31, 2026 and December 31, 2025, respectively

Additional paid-in capital 1,400,218 1,402,044

Accumulated other comprehensive income (loss)

5,168 ( 1,947 )

Accumulated other comprehensive income

Accumulated deficit ( 1,272,928 ) ( 1,252,535 )

5 unchanged sentences

(In thousands, except per share data)

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

2025 2024 2025 2024

Three Months Ended March 31,

Sales $ 247,221 $ 234,422

3 unchanged sentences

Selling, general and administrative 108,187 113,853

Litigation and settlement expense

Research and development 46,035 50,215

5 unchanged sentences

Interest income and other income, net

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

Interest expense ( 2,204 ) ( 1,862 )

1 unchanged sentence

( 3,865 ) ( 3,542 )

Loss on extinguishment of debt — — — ( 1,268 )

Total other income (expense), net ( 2,443 ) ( 1,211 )

1 unchanged sentence

( 19,877 ) ( 122,089 )

Income tax expense (benefit)

( 3,978 ) 637 ( 833 ) 4,894

Income tax expense

$ ( 20,393 ) $ ( 130,556 )

Other comprehensive income (loss):

Unrealized gain on short-term investments

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

Unrealized gain (loss) on cash flow hedges

Unrealized gain (loss) on short-term investments

$ ( 1,027 ) $ 423

Foreign currency translation gains

Unrealized gain on cash flow hedges

Foreign currency translation gains (losses)

( 1,224 ) 1,599

9 unchanged sentences

(In thousands)

Three Months Ended September 30, 2025

Three Months Ended March 31, 2026

Common Stock Additional

5 unchanged sentences

Shares Amount

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 )

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

Unrealized gain on short-term investments

— — — 241 — 241

Unrealized gain on cash flow hedges

— — — 534 — 534

Foreign currency translation gains

— — — 648 — 648

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

Balance at September 30, 2025

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

Nine Months Ended September 30, 2025

Common Stock Additional

Capital Accumulated

Comprehensive

Income (Loss)

Deficit Total

Stockholders’

Shares Amount

Balance at December 31, 2025 68,291 $ 68 $ 1,402,044 $ 5,593 $ ( 1,252,535 ) $ 155,170

1 unchanged sentence

Vesting of restricted stock units, net of shares withheld for taxes 172 1 ( 2,407 ) — — ( 2,406 )

Issuance of common stock under Employee Stock Purchase Plan 451 1 7,194 — — 7,195

Stock-based compensation expense — — 15,170 — — 15,170

Unrealized gain on short-term investments

— — — 566 — 566

Unrealized loss on cash flow hedges

— — — ( 78 ) — ( 78 )

Foreign currency translation gains

Purchase of capped call options related to convertible notes due 2032

— — ( 15,300 ) — — ( 15,300 )

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

Balance at September 30, 2025

Unrealized loss on short-term investments

— — — ( 1,027 ) — ( 1,027 )

See accompanying notes to unaudited condensed consolidated financial statements.

Three Months Ended September 30, 2024

Common Stock Additional

Capital Accumulated

Comprehensive

Income (Loss)

Deficit Total

Stockholders’

Shares Amount

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 )

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

Unrealized gain on short-term investments

Unrealized gain on cash flow hedges

— — — 1,702 — 1,702

Foreign currency translation gains

Foreign currency translation losses

— — — ( 1,224 ) — ( 1,224 )

Net loss — — — — ( 20,393 ) ( 20,393 )

Balance at September 30, 2024

Balance at March 31, 2026

68,504 $ 69 $ 1,400,218 $ 5,044 $ ( 1,272,928 ) $ 132,403

Nine Months Ended September 30, 2024

Three Months Ended March 31, 2025

Common Stock Additional

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Balance at December 31, 2024 66,264 $ 66 $ 1,312,804 $ ( 1,947 ) $ ( 1,047,825 ) $ 263,098

Stock repurchase and retirement of shares ( 1,107 ) ( 1 ) ( 29,999 ) — — ( 30,000 )

Exercise of stock options 43 — 701 — — 701

Vesting of restricted stock units, net of shares withheld for taxes 261 1 ( 5,388 ) — — ( 5,387 )

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

Stock-based compensation expense — — 25,414 — — 25,414

Purchase of capped call options related to convertible notes due 2029 — — ( 15,813 ) — — ( 15,813 )

Unwind of capped call options related to convertible notes due 2025 — — 184 — — 184

Unrealized gain on short-term investments

— — — 423 — 423

Foreign currency translation gains

1 unchanged sentence

Net loss — — — — ( 130,556 ) ( 130,556 )

Balance at September 30, 2024

Balance at March 31, 2025

66,568 $ 67 $ 1,333,531 $ 75 $ ( 1,178,381 ) $ 155,292

3 unchanged sentences

(In thousands)

Nine Months Ended September 30,

Three Months Ended March 31,

Operating Activities

$ ( 204,121 ) $ ( 96,780 )

Net loss $ ( 20,393 ) $ ( 130,556 )

Adjustments to reconcile net loss to net cash provided by (used in) operating activities:

4 unchanged sentences

Amortization of discount or (accretion of premium) on short-term investments ( 747 ) ( 1,148 )

( 2,083 ) ( 595 )

Loss from equity method investments 3,865 3,542

Stock-based compensation expense 15,660 25,489

Loss on extinguishment of debt

Acquired in-process research and development expenses — 75,217

5 unchanged sentences

Other long-term assets ( 8,521 ) 718

Accounts payable and accrued expenses

( 3,591 ) ( 952 )

Accounts payable

Employee-related liabilities ( 14,743 ) ( 13,708 )

3 unchanged sentences

Net cash provided by (used in) operating activities 11,054 ( 18,278 )

( 19,510 ) 13,508

Investing Activities

4 unchanged sentences

Net cash provided by (used in) investing activities ( 195,448 ) 9,186

87,852 ( 28,492 )

Financing Activities

Proceeds from issuance of convertible senior notes due 2032, net of $ 8,843 debt issuance costs

Repurchase of $ 246,740 principal amount of convertible senior notes due 2025

— ( 246,123 )

Principal payments on convertible senior notes due 2025

Payment for capped call transactions related to convertible senior notes due 2032

Repurchase and retirement of common stock

Cash used to settle withholding taxes on vested restricted stock, net of proceeds from issuance of common stock under Company stock plans ( 1,696 ) ( 4,688 )

( 5,211 ) ( 9,032 )

Other financing activities — 183

Net cash provided by (used in) financing activities 274,161 ( 4,688 )

( 45,971 ) 6,065

Effect of foreign exchange rate changes on cash ( 1,076 ) ( 1,880 )

Net increase (decrease) in cash and cash equivalents 88,691 ( 15,660 )

22,713 ( 9,829 )

Cash and cash equivalents at beginning of period 90,634 69,234

1 unchanged sentence

Supplemental disclosures of cash flow information

Income taxes paid $ 4,939 $ 1,298

Income taxes (refunded) paid

$ ( 290 ) $ 1,559

Supplemental schedule of non-cash investing and financing activities

1 unchanged sentence

Purchases of property and equipment included in accounts payable and accrued expenses $ 842 $ 4,195

$ 830 $ 2,641

Intangible costs in other long-term liabilities

3 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 its customers, their loved ones and healthcare providers.

Tandem Diabetes Care, Inc.

is a global insulin delivery and diabetes technology company focused on the design, development, and commercialization of technology solutions that reduce the burden of diabetes management.

Tandem Diabetes Care, Inc.

is incorporated in the state of Delaware.

Unless the context requires otherwise, the terms the “Company” or “Tandem” refer to Tandem Diabetes Care, Inc., together with its wholly-owned subsidiaries.

The Company manufactures, sells, and supports insulin pump products that are designed to address the evolving needs and preferences of differentiated segments of the insulin-dependent diabetes market.

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

The Company’s strategy is to offer flexibility and choice in intelligent insulin delivery systems through an accessible portfolio of market-leading pumps, applications and insights.

In support of this strategy, the Company’s pump platforms include t:slim X2 and Tandem Mobi (Mobi).

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.

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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 .

In addition to insulin pumps, the Company sells single-use components that are used together with the pumps and are replaced every few days, including cartridges for storing and delivering insulin, and infusion sets that connect the insulin pump to a user’s body.

The Company’s insulin pumps are durable medical devices designed for multiple years of daily use.

In addition, the Company sells disposable supplies used in conjunction with the pumps, which are replaced periodically.

These supplies include cartridges for storing insulin, and infusion sets that contain a cannula and connect the pump to a user’s body to administer insulin.

Basis of Presentation and Principles of Consolidation

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GAAP for complete financial statements.

In the opinion of management, all adjustments which are of a normal and recurring nature and considered necessary for a fair presentation of the financial information contained herein have been included.

In the opinion of management, the accompanying condensed consolidated financial statements include all adjustments, consisting only of normal and recurring adjustments, necessary for a fair presentation.

Interim financial results are not necessarily indicative of results anticipated for the full year or any other period(s).

9 unchanged sentences

Summary of Significant Accounting Policies

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.

There have been no material changes to the Company’s significant accounting policies during the three months ended March 31, 2026, as compared to those disclosed in the Annual Report.

Use of Estimates

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The Company maintains an allowance for its current estimate of expected credit losses.

Provisions for expected credit losses are estimated based on historical experience, assessment of specific customer-related risks, review of outstanding invoices, forecasts about the future, and various other assumptions and estimates that are believed to be reasonable under the circumstances, including changes to credit risks as a result of recessionary concerns, changes in discretionary spending, increased interest rates, and other macroeconomic factors.

Provisions for expected credit losses are estimated based on historical experience, assessment of specific customer-related risks, review of outstanding invoices, forecasts about the future, and various other assumptions and estimates that are believed to be reasonable under the circumstances, including the impact of broader macroeconomic conditions such as changes in credit risk, discretionary spending, and interest rates..

Uncollectible accounts are written off against the allowance after appropriate collection efforts have been exhausted and when it is deemed that a balance is uncollectible.

1 unchanged sentence

Operating lease right-of-use assets represent the Company’s right to use an underlying asset for the lease term and lease liabilities represent its obligation to make lease payments arising from the lease.

Operating lease right-of-use assets and liabilities are recognized when the Company takes possession of the leased property (Commencement Date) based on the present value of lease payments over the lease term.

Operating lease right-of-use assets and liabilities are recognized when the Company takes possession of the leased property (the “Commencement Date”) based on the present value of lease payments over the lease term.

For lease agreements that contain lease and non-lease components, the Company accounts for both of those components as a single lease component.

1 unchanged sentence

The difference between rent expense and rent paid is accounted for as a component of operating lease right-of-use assets on the Company’s condensed consolidated balance sheets.

Landlord improvement allowances and other similar lease incentives are recorded as a reduction of the right-of-use leased assets, and are amortized on a straight-line basis as a reduction to operating lease costs.

Landlord improvement allowances and other similar lease incentives are recorded as a reduction of the right-of-use lease assets, and are amortized on a straight-line basis as a reduction to operating lease costs.

Intangible Assets Subject to Amortization

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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.

As a result, the Company recorded a $ 31.6 million liability, representing the present value of the total settlement obligation.

Upon payment of the initial installment, which occurred in the second quarter of 2025, both parties granted each other non-exclusive, non-royalty-bearing, non-transferrable, and irrevocable licenses to their respective insulin delivery system-related patents and applications for a period of 10 years.

The Company allocated the present value of the settlement consideration between the value of the licensed patents and the release of past and potential future claims.

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 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.

The fair value of the past damages claimed was estimated based on applicable historical revenues and an estimated royalty rate.

Impairment of Long-Lived Assets

Long-lived assets, such as property and equipment, right-of-use lease assets, and acquired intangible assets subject to amortization, are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable.

Long-lived assets, such as property and equipment, operating lease right-of-use assets, and acquired intangible assets subject to amortization, are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable.

If circumstances require a long-lived asset or asset group to be tested for possible impairment, the Company first compares undiscounted cash flows expected to be generated by that asset or asset group to its carrying amount.

3 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 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.

The Company recognized the impairment of operating lease right-of-use assets 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 months ended March 31, 2026 and 2025.

Equity Method Investments

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 held equity method investments of $ 56.5 million and $ 60.4 million as of March 31, 2026 and December 31, 2025, 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 $ 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.

Equity method investments are reviewed for impairment when events or changes in circumstances indicate that the carrying amount may not be recoverable.

No impairment charges were recognized for equity method investments during the three months ended March 31, 2026.

The Company’s condensed consolidated net loss included its proportionate share of the net loss of its equity method investee, which was $ 3.9 million and $ 3.5 million for the three months ended March 31, 2026 and 2025, respectively.

Revenue Recognition

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The Company considers the individual deliverables in its product offerings to be separate performance obligations.

The transaction price is determined based on the net consideration to which the Company expects to be entitled, based either on the stated value in contractual arrangements or the estimated cash to be collected in non-contracted arrangements.

The Company includes an estimate of variable consideration in the calculation of the transaction price at the time of sale.

The transaction price is the net consideration to which the Company expects to be entitled, determined from either the stated value in contractual arrangements or the estimated cash to be collected in non-contracted arrangements.

The transaction price also includes an estimate of variable consideration at the time of sale.

Variable consideration includes, but is not limited to:

rebates, prompt payment discounts, and a provision for product returns.

The Company classifies these items as a reduction of accounts receivable when it is not required to make a payment and as a liability when it is required to make a payment.

The Company allocates the consideration to the individual performance obligations and recognizes the consideration based on when the performance obligation is satisfied, considering whether or not this occurs at a point in time or over time.

Generally, insulin pumps, cartridges, infusion sets, and accessories are deemed performance obligations that are satisfied at a point in time when the customer obtains control of the promised good, which typically is upon shipment for our distributor arrangements and upon receipt for sales directly to individual customers.

Complementary products, such as the Company’s data management and software update platforms, are considered distinct performance obligations that are satisfied over time, as access and support for these products is provided throughout the typical four-year warranty period of the insulin pumps.

Accordingly, revenue related to the complementary products is deferred and recognized over a four-year period.

Where there is no standalone value for the complementary product, the Company determines its value by applying the expected cost plus a margin approach and then allocates the residual to the insulin pumps.

These amounts are recorded as a reduction of accounts receivable when no payment is required from the Company and as a liability when a payment is required.

The Company recognizes consideration based on when the performance obligation is satisfied, considering whether or not this occurs at a point in time or over time.

Generally, insulin pumps, cartridges, infusion sets, and accessories are deemed performance obligations that are satisfied at a point in time when the customer obtains control of the promised good, which is typically upon shipment or delivery as title transfers.

Certain complementary products, such as the Company’s data management and software update platforms, are considered distinct performance obligations that are satisfied over time, as access and support for these products is provided throughout the typical four-year warranty period of the insulin pumps.

Accordingly, revenue related to these complementary products is deferred and recognized over the period of the performance obligation according to the agreement.

The Company allocates the transaction price to each individual performance obligations based on the standalone selling price.

When standalone selling prices are not directly observable, the Company estimates such amounts using an expected cost plus a margin approach and allocates any residual consideration to the remaining performance obligations, as appropriate.

Variable Consideration

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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.

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 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 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.

If a customer elected to participate in the program, the Company recognized upgrade fees received, and the associated cost of goods sold, at the time of fulfillment.

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

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.

Sales rebates are recorded as a reduction of revenue and are included within other current or long-term liabilities on the consolidated balance sheets, depending on the anticipated settlement period of the rebate.

Actual rebate payments may differ from estimated amounts recorded in the accompanying consolidated financial statements.

Derivative Instruments and Hedging Activities

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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.

Gains or losses on fair value hedges are recognized in earnings immediately and offset against changes in the fair value of the underlying hedged asset, liability or firm commitment.

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.

Warranty Reserve

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Estimated warranty costs are recorded at the time of shipment, and the Company reevaluates the estimate of the warranty reserve obligation at each reporting period.

Warranty costs are primarily estimated based on the current expected product replacement cost and expected replacement rates using historical experience.

Warranty costs are primarily estimated based on expected replacement rates using historical experience and the expected product replacement cost.

Returned insulin pumps may be refurbished and redeployed.

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In addition, the availability of replacement data may differ by country due to local compliance and privacy regulations, which may require the Company to estimate its warranty liability using available information or data from similar markets.

The Company may make further adjustments to the warranty reserve when appropriate, considering revised expectations of product performance based on enhanced hardware, or new features and capabilities that may become available through Tandem Device Updater.

The Company may further adjust the warranty reserve when appropriate, considering revised expectations of product performance based on enhanced hardware, or new features and capabilities that may become available through Tandem Device Updater.

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 nine months ended September 30, 2025 and 2024 (in thousands):

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

2025 2024 2025 2024

The following table provides a reconciliation of the changes in product warranty liabilities for the three months ended March 31, 2026, and 2025 (in thousands):

Three Months Ended March 31,

Balance at beginning of the period $ 55,319 $ 51,408

2 unchanged sentences

Increases in warranty estimates

741 1,882 2,762 174

Balance at end of the period $ 55,112 $ 52,210

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

As of March 31, 2026 and 2025, total product warranty reserves were included in the following consolidated balance sheet accounts (in thousands):

March 31, 2026 December 31, 2025

Other current liabilities $ 33,191 $ 33,277

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Stock-based compensation cost is measured at the grant date based on the estimated fair value of the award, and the portion that is ultimately expected to vest is recognized as compensation expense over the requisite service period on a straight-line basis.

The Company estimates the fair value of stock options issued under the Company’s stock incentive plans, and the fair value of employee purchase rights under the Company’s Employee Stock Purchase Plan (ESPP) using the Black-Scholes option pricing model on the date of grant.

The Black-Scholes option pricing model requires the use of assumptions about a number of variables, including stock price volatility, expected term, dividend yield and risk-free interest rate (see Note 8, “Stockholders’ Equity”).

The Company estimates the fair value of employee purchase rights under the Company’s Employee Stock Purchase Plan (ESPP) using the Black-Scholes option pricing model on the date of grant.

The Black-Scholes option pricing model requires the use of assumptions about a number of variables, including stock price volatility, expected term, dividend yield and risk-free interest rate.

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 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.

These awards vest upon the Company’s actual performance relative to predefined performance metrics and subject to the awardee’s continuous service through the respective measurement dates as defined in the award agreements.

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.

For certain performance-based RSUs with market-based criteria, the Company uses a Monte Carlo methodology to estimate the fair value at the date of grant.

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.

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Net Loss Per Share

Basic net loss per share is calculated by dividing the net loss by the weighted average number of common shares outstanding for the period, without consideration for common stock equivalents.

Diluted net loss per share reflects the potential dilution that would occur if securities exercisable for or convertible into common stock were exercised for or converted into common stock.

Basic net loss per share is computed by dividing the net loss by the weighted average number of common shares outstanding for the period, without consideration for common share equivalents.

Diluted net loss per share is computed by dividing the net loss by the weighted average number of common shares outstanding, including all potentially dilutive common share equivalents.

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 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):

For the three months ended March 31, 2026, and 2025, 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.

The number of common share equivalents excluded from the computation of diluted earnings per share because either the effect would have been anti-dilutive, or the performance criteria related to the units had not yet been met, are as follows (in thousands):

Three Months Ended

September 30, Nine Months Ended September 30,

2025 2024 2025 2024

Options to purchase common stock 90 115

4 unchanged sentences

15,859 13,441

Recently Issued Accounting Pronouncements

In December 2023, the FASB issued ASU 2023-09 Income Taxes (Topic 740):

Improvements to Income Tax Disclosures, which requires the Company to disclose disaggregated jurisdictional and categorical information for the tax rate reconciliation, income taxes paid and other income tax related amounts.

The guidance is effective for annual periods beginning after December 15, 2024, with early adoption permitted.

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

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

Disaggregation of Income Statement Expenses (ASU 2024-03), which requires entities to disclose information about purchases of inventory, employee compensation, and intangible asset amortization in each income statement line item that contains those expenses.

ASU 2024-03 is effective for annual reporting periods beginning after December 15, 2026 and interim reporting periods beginning after December 15, 2027.

Early adoption is permitted.

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

Recently Adopted Accounting Pronouncements

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

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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.

The Company early adopted ASU 2025-06 effective January 1, 2026 using the prospective method.

The adoption of ASU 2025-06 did not have a material impact on the Company’s condensed 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):

Disaggregation of Income Statement Expenses (ASU 2024-03), and in January 2025, the FASB issued Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures (Subtopic 220-40):

Clarifying the Effective Date (ASU 2025-01).

ASU 2024-03 requires entities to disclose information about purchases of inventory, employee compensation, and intangible asset amortization in each income statement line item that contains those expenses.

ASU 2024-03, as clarified by ASU 2025-01, is effective for the annual reporting period beginning after December 15, 2026 and interim reporting periods within the annual reporting period beginning after December 15, 2027.

Early adoption is permitted.

The Company is currently evaluating ASU 2024-03, as clarified by ASU 2025-01, to determine the impact it may have on its consolidated financial statements.

In November 2025, the FASB issued ASU 2025-09, Derivatives and Hedging (Topic 815):

Hedge Accounting Improvements (ASU 2025-09).

This update is intended to better align hedge accounting with entities’ risk management strategies and simplify application.

Key provisions include allowing grouping of forecasted transactions with similar risk exposure, introducing a model for hedging variable-rate debt instruments that permit rate selection, permitting component hedging for certain nonfinancial forecasted transactions, clarifying treatment of certain compound derivatives, and restoring operability for specific dual hedge strategies.

ASU 2025-09 is effective for fiscal years beginning after December 15, 2026, including interim periods, with early adoption permitted.

The Company is currently evaluating ASU 2025-09 to determine the impact it may have on its consolidated financial statements.

In December 2025, the FASB issued ASU 2025-11 Interim Reporting (Topic 270):

Narrow-Scope Improvements (ASU 2025-11), which clarifies and improves the guidance for interim financial reporting.

The amendments introduce a disclosure principle requiring entities to disclose events since the end of the previous annual reporting period that materially affect the entity, consolidate a comprehensive list of interim disclosure requirements within ASC 270, and provide guidance on the form and content of condensed interim financial statements.

ASU 2025-11 will be effective for interim reporting periods in fiscal years beginning after December 15, 2027.

Early adoption is permitted.

The Company is currently evaluating ASU 2025-11 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 September 30, 2025 and December 31, 2024 (in thousands):

At September 30, 2025 Amortized

The following represents a summary of the estimated fair value of short-term investments as of March 31, 2026 and December 31, 2025 (in thousands):

As of March 31, 2026

Cost Gross Unrealized

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Total $ 391,007 $ 470 $ ( 546 ) $ 390,931

At December 31, 2024 Amortized

As of December 31, 2025

Cost Gross Unrealized

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Corporate debt securities 44,082 102 ( 1 ) 44,183

Foreign government bonds

3,013 — — 3,013

Total $ 201,079 $ 963 $ ( 10 ) $ 202,032

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

The contractual maturities of available-for-sale debt securities as of March 31, 2026, were as follows (in thousands):

Years to Maturity

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

As of March 31, 2026

Within One Year One to Two Years Two to Three Years

Estimated Fair Value

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Total $ 205,349 $ 171,111 $ 14,471 $ 390,931

The Company has classified all marketable securities, regardless of maturity, as short-term investments based upon the Company’s ability and intent to use any of those marketable securities to satisfy the Company’s liquidity requirements.

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 September 30, 2025 were not material to the Company’s quarterly results.

The Company has classified all marketable securities as short-term investments, regardless of contractual maturity, based on the Company’s ability and intent to use any of these securities to satisfy the Company’s liquidity needs.

The Company reviews its 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.

Composition of Certain Financial Statement Items

Accounts Receivable

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

September 30, December 31,

Accounts receivable, net consisted of the following as of March 31, 2026 and 2025 (in thousands):

March 31, December 31,

Accounts receivable $ 147,584 $ 173,884

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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 nine months ended September 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 months ended March 31, 2026 and 2025 (in thousands):

Three Months Ended

September 30, Nine Months Ended September 30,

2025 2024 2025 2024

Balance at beginning of the period $ 8,393 $ 7,251

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Balance at end of the period $ 6,912 $ 7,125

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

September 30, December 31,

Inventories consisted of the following as of March 31, 2026 and 2025 (in thousands):

March 31, December 31,

Raw materials $ 33,728 $ 31,770

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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 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

September 30, 2025

The Company performs fair value measurements in accordance with U.S.

Fair value is defined as the price that would be received from the sale of an asset or paid to transfer a liability in the principal or most advantageous market in an orderly transaction between market participants on the measurement date.

To measure fair value of assets and liabilities, the Company uses the following fair value hierarchy based on three levels of inputs:

Level 1 — observable inputs, such as quoted prices in active markets for identical assets or liabilities;

Level 2 — significant other observable inputs that are observable either directly or indirectly;

Level 3 — significant unobservable inputs for which there are little or no market data, which require the Company to develop its own assumptions.

The carrying amounts of cash and cash equivalents, accounts receivable, accounts payable, accrued expenses, and employee-related liabilities are reasonable estimates of their fair values because of the short-term nature of these assets and liabilities.

Short-term investments are carried at fair value.

The following table presents information about the Company’s financial assets and liabilities measured at fair value on a recurring basis as of March 31, 2026 and December 31, 2025, and indicates the fair value hierarchy of the valuation techniques used by the Company to determine such fair value (in thousands):

Fair Value Measurements as of

March 31, 2026

Total Level 1 Level 2 Level 3

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Corporate debt securities 148,377 — 148,377 —

Foreign exchange forward contracts 1,428 — 1,428 —

Total assets $ 519,619 $ 225,160 $ 294,459 $ —

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Total liabilities $ 37 $ — $ 37 $ —

Fair Value Measurements at

Fair Value Measurements as of

December 31, 2025

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$ 75,642 $ 75,642 $ — $ —

Available-for-sale securities:

United States Government-sponsored enterprises 101,995 — 101,995 —

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Corporate debt securities 44,183 — 44,183 —

Foreign government bonds

3,013 — 3,013 —

Total assets $ 277,674 $ 109,980 $ 167,694 $ —

Foreign exchange forward contracts

$ 312 $ — $ 312 $ —

Total liabilities

$ 312 $ — $ 312 $ —

(1) Generally, cash equivalents include money market funds and investments with a maturity of three months or less from the date of purchase.

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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 and nine months ended September 30, 2025 and 2024, respectively.

Fair Value of Financial Instruments

Short-term investments are carried at fair value.

The Company’s foreign currency forward contracts are designated as cash flow hedges (see Note 9 “Derivatives”) and are commitments to purchase or sell a foreign currency at a future date at a negotiated forward rate.

These contracts are marked-to-market by recognizing the difference between the contract forward exchange rate and the forward market exchange rate.

There were no transfers into or out of Level 3 assets during the three months ended March 31, 2026 and 2025, respectively.

Fair Value of Convertible Senior Notes

The Company’s Convertible Senior Notes are carried at amortized cost on the consolidated balance sheets (see Note 7, “Debt”).

The Company estimated the fair value of its convertible senior notes based on Level 2 quoted market prices as follows (in thousands):

Fair Value Measurements at

September 30, 2025 December 31, 2024

Convertible Senior Notes due 2025

Fair Value Measurements as of

March 31, 2026 December 31, 2025

Convertible Senior Notes due 2029

$ 351,828 $ 324,979

Convertible Senior Notes due 2032

Total fair value of outstanding convertible senior notes

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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.

The Company includes the renewal option period in the lease term for those leases reasonably expected to be extended at the time of lease commencement.

Headquarters Lease

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 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.

The Company has two options to extend the term of the lease, with each option providing for an additional period of five years .

The Headquarters Lease term was determined assuming the renewal options would not be exercised.

In December 2023, the Company entered into an agreement to sublease the Phase II portion of the leased premises under the Headquarters Lease, from January 2025 through March 2029, for which accounting commenced in January 2025.

Future minimum payments for base rent due under Phase II of the Headquarters Lease, net of sublease rent, are estimated to be $ 3.0 million in total for 2025 through 2028, and $ 22.2 million in total for 2029 through 2035.

The Company recognizes the sublease income on a straight-line basis over the term of the sublease which is classified in the Company’s condensed consolidated statements of operations and comprehensive loss as a reduction of rent expense in selling, general and administrative expense (SG&A).

The difference between sublease income recognized and cash received from the subtenant accrues as a deferred rent receivable.

The Company recognizes the sublease income on a straight-line basis over the term of the sublease which is classified in the Company’s consolidated statements of operations and comprehensive loss as a reduction of rent expense in selling, general and administrative expense (SG&A).

Operating Lease Impairment Charges

As part of our evaluation of the sublease agreement related to the Headquarters Lease, the Company compared the estimated undiscounted sublease income to the net book value of the underlying right of use asset.

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 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.

As a result, the Company recorded a $ 3.1 million impairment charge in operating expenses in the first quarter of 2025, comprised of operating lease impairment charges and write off of fixed assets consisting primarily of leasehold improvements.

In the first quarter of 2025, the Company recorded operating lease impairment charges totaling $ 6.7 million in operating expenses.

This included $ 3.6 million impairment related to a portion of the Company’s headquarters lease in connection with its sublease agreement.

The impairment charge also included $ 3.1 million related to the transfer of certain development activities from Lausanne, Switzerland to the United States and changes in assumptions for estimated future sublease income for the Company’s Vista Sorrento lease.

Supplemental Lease Disclosure Information

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

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

2025 2024 2025 2024

Three Months Ended March 31,

Operating lease cost (excluding sublease income)

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Loss on lease termination and right-of-use asset impairment charges

Sublease income, gross

Sublease income

( 583 ) ( 566 )

Total lease cost $ 3,725 $ 10,358

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

Maturities of operating lease liabilities as of March 31, 2026 were as follows (in thousands):

Years Ending December 31,

2026 (remaining)

Thereafter 80,088

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

September 30, 2025 December 31, 2024

March 31, 2026 December 31, 2025

Weighted-average remaining lease term (in years) 8.3 8.6

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Convertible Senior Notes Due 2025

The Company’s 1.50 % Convertible Senior Notes due 2025 (the 2025 Notes) matured in the second quarter of 2025 and the Company settled the balance of $ 40.8 million using existing cash balances.

Convertible Senior Notes Due 2029

On March 8, 2024, the Company completed an offering of $ 316.3 million aggregate principal amount of 1.50 % Convertible Senior Notes due 2029 (the 2029 Notes).

The proceeds from the issuance of the 2029 Notes were $ 306.8 million, net of debt issuance costs.

The Company used approximately $ 246.1 million of the net proceeds to repurchase approximately $ 246.7 million in aggregate principal amount of its Convertible Senior Notes Due 2025 (the 2025 Notes) concurrently with the pricing of the 2029 Notes in privately negotiated transactions.

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 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 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.

The Company used a portion of the net proceeds to repurchase a portion of the 2025 Notes, repurchase shares of common stock and pay the cost of the 2029 Capped Call Transactions discussed below.

The 2029 Notes are the Company’s senior unsecured obligations.

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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).

The conversion rate is subject to customary adjustments for certain events as described in the indenture governing the 2029 Notes.

The conversion rate is subject to customary adjustments for certain events as described in the indenture governing the 2029 Notes, but will not be adjusted for any accrued and unpaid interest.

In addition, following certain corporate events that occur before the maturity date or if the Company delivers a notice of redemption with respect to the 2029 Notes, the Company will, in certain circumstances, increase the conversion rate for a holder who elects to convert its 2029 Notes in connection with such a corporate event or convert its 2029 Notes called (or deemed called) for redemption in connection with such notice of redemption, as the case may be.

The Company may not redeem the 2029 Notes before March 22, 2027.

The Company has the option to redeem for cash all or any portion of the 2029 Notes on or after March 22, 2027 if the last reported sale price of the Company’s common stock has been at least 130 % of the 2029 Notes Conversion Price then in effect for at least 20 trading days (whether or not consecutive), including the trading day immediately preceding the date on which the Company provides notice of redemption, during any 30 consecutive trading day period, at a redemption price equal to 100 % of the principal amount of the 2029 Notes to be redeemed, plus accrued and unpaid interest.

The Company has the option to redeem for cash all or any portion of the 2029 Notes on or after March 22, 2027 if the last reported sale price of the Company’s common stock has been at least 130 % of the 2029 Notes Conversion Price then in effect for at least 20 trading days (whether or not consecutive), during any 30 consecutive trading day period, ending on, and including the trading day immediately preceding the date on which the Company provides notice of redemption, at a redemption price equal to 100 % of the principal amount of the 2029 Notes to be redeemed, plus accrued and unpaid interest.

No sinking fund is provided for the 2029 Notes.

Holders of the 2029 Notes may convert all or a portion of their 2029 Notes at their option before December 15, 2028, in multiples of $1,000 principal amounts, only under the following circumstances:

• during any calendar quarter commencing after the quarter ending on June 30, 2024 (and only during such calendar quarter), if the last reported sale price of the Company’s common stock, for at least 20 trading days (whether or not consecutive) during a period of 30 consecutive trading days ending on, and including, the last trading day of the immediately preceding calendar quarter is greater than or equal to 130 % of the 2029 Notes Conversion Price on each applicable trading day;

• during any calendar quarter commencing after the calendar quarter ending on June 30, 2024 (and only during such calendar quarter), if the last reported sale price of the Company’s common stock, for at least 20 trading days (whether or not consecutive) during a period of 30 consecutive trading days ending on, and including, the last trading day of the immediately preceding calendar quarter is greater than or equal to 130 % of the 2029 Notes Conversion Price on each applicable trading day;

• during the five business day period after any ten consecutive trading day period (the measurement period) in which the trading price per $1,000 principal amount of the 2029 Notes for each trading day of the measurement period was less than 98 % of the product of the last reported sale price of the Company’s common stock and the applicable conversion rate of the 2029 Notes on such trading day;

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Convertible Senior Notes Due 2032

In May 2020, the Company completed an offering of $ 287.5 million aggregate principal amount of 1.50 % Convertible Senior Notes due 2025 (the 2025 Notes).

The proceeds from the issuance of the Notes were $ 244.6 million, net of debt issuance costs and cash used to pay the cost of certain related capped call transactions.

In March 2024, the Company repurchased for cash $ 246.7 million aggregate principal amount of the 2025 Notes, concurrently with the pricing of the 2029 Notes in privately negotiated transactions.

The 2025 Notes matured in the second quarter of 2025, and the Company settled the balance of $ 40.8 million using existing cash balances.

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

September 30, 2025 December 31, 2024

On February 27, 2026, the Company completed an offering of $ 300.0 million aggregate principal amount of 0.00 % Convertible Senior Notes due 2032 (the 2032 Notes, and together with the 2029 Notes, the Notes), including the exercise in full of the initial purchasers’ option to purchase up to an additional $ 35.0 million principal amount of 2032 Notes.

The proceeds from the issuance of the 2032 Notes were $ 291.2 million, net of debt issuance costs.

The Company used approximately $ 15.3 million of the net proceeds from the fffering to pay the cost of the 2032 Capped Call Transactions discussed below.

The 2032 Notes mature on March 15, 2032 unless repurchased, redeemed, or converted in accordance with their terms before the maturity date.

The 2032 Notes will not bear regular interest.

The initial conversion rate for the 2032 Notes is 27.0362 shares of common stock per $1,000 principal amount of the 2032 Notes, which is equivalent to an initial conversion price of approximately $ 36.99 per share of the Company’s common stock (2032 Notes Conversion Price).

The conversion rate is subject to customary adjustments for certain events as described in the indenture governing the 2032 Notes, but will not be adjusted for any accrued and unpaid special interest.

In addition, following certain corporate events that occur prior to the maturity date or if the Company delivers a notice of redemption with respect to the 2032 Notes, the Company will, in certain circumstances, increase the conversion rate for a holder who elects to convert its 2032 Notes in connection with such a corporate event or convert its 2032 Notes called (or deemed called) for redemption in connection with such notice of redemption, as the case may be.

The Company may not redeem the 2032 Notes before March 20, 2029.

The Company has the option to redeem for cash all or any portion of the 2032 Notes on or after March 20, 2029 if the last reported sale price of the Company’s common stock has been at least 130 % of the 2032 Notes Conversion Price then in effect for at least 20 trading days (whether or not consecutive), during any 30 consecutive trading day period, ending on, and including the trading day immediately preceding the date on which the Company provides notice of redemption, at a redemption price equal to 100 % of the principal amount of the 2032 Notes to be redeemed, plus accrued and unpaid special interest, if any, to, but excluding, the redemption date.

No sinking fund is provided for the 2032 Notes.

Holders of the 2032 Notes may convert all or a portion of their 2032 Notes at their option before December 15, 2031, in multiples of $1,000 principal amounts, only under the following circumstances:

• during any calendar quarter commencing after the calendar quarter ending on June 30, 2026 (and only during such calendar quarter), if the last reported sale price of the Company’s common stock, for at least 20 trading days (whether or not consecutive) during a period of 30 consecutive trading days ending on, and including, the last trading day of the immediately preceding calendar quarter is greater than or equal to 130 % of the 2032 Notes Conversion Price on each applicable trading day;

• during the five business day period after any ten consecutive trading day period (the measurement period) in which the trading price per $1,000 principal amount of the 2032 Notes for each trading day of the measurement period was less than 98 % of the product of the last reported sale price of the Company’s common stock and the applicable conversion rate of the 2032 Notes on each such trading day;

• if the Company calls such 2032 Notes for redemption, at any time before the close of business on the second scheduled trading day immediately preceding the redemption date, but only with respect to the 2032 Notes called (or deemed called) for redemption;

• on the occurrence of specified corporate events.

On or after December 15, 2031, until the close of business on the second scheduled trading day immediately preceding the maturity date, holders may convert all or any portion of their 2032 Notes, in integral multiples of $1,000 principal amount, at any time, regardless of the foregoing circumstances.

Upon conversion, the Company will pay or deliver, as the case may be, cash, shares of common stock, or a combination of cash and shares of common stock, at the Company’s election, in the manner and subject to the terms and conditions provided in the indenture governing the 2032 Notes.

The net carrying amount of the Notes on the condensed consolidated balance sheets consisted of the following (in thousands):

March 31, 2026 December 31, 2025

Principal amount:

Convertible Senior Notes Due 2029

$ 316,250 $ 316,250

Convertible Senior Notes Due 2032

Total principal amount 616,250 316,250

316,250 357,010

Unamortized debt issuance costs ( 14,482 ) ( 6,214 )

Total debt, net

$ 309,590 $ 348,936

current portion

Long-term senior convertible notes $ 601,768 $ 310,036

$ 309,590 $ 308,266

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.

As of March 31, 2026, the if-converted value of the 2029 and 2032 Notes did no t exceed the principal amount.

As of December 31, 2025, the if-converted value of the 2029 Notes did not exceed the principal amount.

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

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

2025 2024 2025 2024

Three Months Ended March 31,

Effective interest rate:

Convertible Senior Notes Due 2025

N/A 2.1 % 2.1 % 2.1 %

Convertible Senior Notes Due 2029

2.1 % 2.1 % 2.1 % 2.1 %

(1) The effective interest rate presented represents the rate applicable for the period outstanding.

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 nine months ended September 30, 2025 and 2024 (in thousands):

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

2025 2024 2025 2024

Convertible Senior Notes Due 2032

The following table details interest expense related to the Notes recognized for the three months ended March 31, 2026, and 2025 (in thousands):

Three Months Ended March 31,

Contractual interest expense

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2032 Capped Call Transactions

In connection with the issuance of the 2025 Notes, the Company entered into Capped Call Transactions in May 2020 with certain counterparties at a net cost of $ 34.1 million (2025 Capped Call Transactions).

The 2025 Capped Call Transactions were expected generally to reduce potential dilution to the Common Stock upon any conversion of the 2025 Notes and/or offset any cash payments the Company was required to make in excess of the principal amount of converted 2025 Notes, as the case may be, with such reduction or offset subject to a cap.

The cap price of the 2025 Capped Call Transactions was initially $ 173.18 per share of the Company’s common stock and was subject to certain adjustments under the terms of the 2025 Capped Call Transactions.

In connection with the repurchase of certain 2025 Notes, the Company entered into unwind agreements with the existing option counterparties in March 2024 to terminate a portion of the existing 2025 Capped Call Transactions in a notional amount corresponding to the amount of 2025 Notes repurchased (the Unwind Transactions).

In connection with the Unwind Transactions, the Company received $ 0.2 million in cash as a termination payment with respect to the portion of the existing 2025 Capped Call Transactions that were unwound.

The amount received was based generally on the termination values of the unwound portions of the existing 2025 Capped Call Transactions.

The remaining 2025 Capped Call Transactions expired when the 2025 Notes matured in May 2025.

Promissory Note Payable

In connection with the acquisition of Capillary Biomedical, Inc.

in 2022, the Company assumed a $ 4.7 million promissory note payable.

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 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.

In connection with the issuance of the 2032 Notes, the Company entered into capped call transactions in March 2026 with certain counterparties at a net cost of $ 15.3 million (2032 Capped Call Transactions).

The 2032 Capped Call Transactions are expected generally to reduce potential dilution to the common stock upon any conversion of the 2032 Notes and/or offset any cash payments the Company is required to make in excess of the principal amount of converted 2032 Notes, as the case may be, with such reduction and/or offset subject to a cap based on a cap price initially equal to $ 47.08 per share, and is subject to certain adjustments under the terms of the 2032 Capped Call Transactions.

For accounting purposes, each of the capped call transactions described above are separate transactions, and not part of the terms of the 2029 Notes or the 2032 Notes.

As these transactions met certain criteria under the applicable accounting guidance, each of the capped call transactions were recorded in stockholders’ equity and were not accounted for as derivatives.

The cost of the capped call transactions was recorded as a reduction of the Company’s additional paid-in capital in the Company’s condensed consolidated balance sheet and will not be remeasured.

Stockholders’ Equity

Shares Reserved for Future Issuance

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

The following shares of the Company's common stock were reserved for future issuance as of March 31, 2026 (in thousands):

Shares reserved for issuance upon conversion of convertible senior notes

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Common Stock Warrants

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

Warrants outstanding to purchase shares of the Company's common stock as of March 31, 2026 are equity-classified and were as follows:

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

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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 September 30, Nine Months Ended September 30,

2025 2024 2025 2024

Three Months Ended March 31,

Cost of sales $ 1,388 $ 1,725

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Total stock-based compensation expense $ 15,660 $ 25,489

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.

The total stock-based compensation expense capitalized as part of the cost of the Company’s inventories was $ 0.5 million and $ 1.2 million as of March 31, 2026 and December 31, 2025, respectively.

Restricted Stock Units

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

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

2025 2024 2025 2024

Three Months Ended March 31,

RSUs granted 162,532 90,543

Weighted average grant date fair value (per share) $ 20.87 $ 27.33

Employee Stock Purchase Plan

The Company records stock-based compensation expense associated with the ESPP using the Black-Scholes option pricing model.

Valuations are performed on the grant date at the beginning of the purchase period, which generally occurs in May and November of each year.

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

Nine Months Ended September 30,

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

Risk-free interest rate 4.1 % 5.1 %

Dividend yield 0.0 % 0.0 %

Expected volatility 74.9 % 70.2 %

Expected term (in years) 1.3 1.3

Due to the global nature of the Company’s operations, a portion of revenue and operating expense are denominated in currencies other than the U.S.

Due to the global nature of the Company’s operations, a portion of its revenue and operating expense are denominated in currencies other than the U.S.

dollar, exposing the Company to foreign currency exchange rate fluctuations.

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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.

As of March 31, 2026, the Company’s outstanding foreign currency forward contracts settle within one year.

These contracts are designated as cash flow hedges.

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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 and settle within the next quarter.

All derivative instruments are used solely for risk management purposes and are not for speculative trading purposes.

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 $ 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):

The notional value of foreign currency forward contracts outstanding related to forecasted transactions was $ 98.6 million as of March 31, 2026.

The Company recorded an unrealized gain and an unrealized loss on foreign currency forward contracts of $ 1.4 million and $ 0.1 million, respectively, for the three months ended March 31, 2026.

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

Three Months Ended

September 30, 2025

Nine Months Ended

September 30, 2025

Net Gains (Losses) Reclassified from AOCI into Operating Income

March 31, 2026

Net Losses Reclassified from AOCI into Operating Income

Designated cash flow hedges:

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Operating expense $ ( 11 )

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 nine months ended September 30, 2024.

The Company did not enter into any foreign currency forward contracts that qualified for hedge accounting in the three months ended March 31, 2025, and therefore there were no derivative assets or liabilities, nor adjustments to revenue or operating expense as a result of cash flow hedges during this period.

Employee Benefits

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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 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.

For the three months ended March 31, 2026, the Company recognized income tax expense of $ 0.5 million on a pre-tax loss of $ 19.9 million.

The Company calculated the provision for income taxes for the three months ended March 31, 2026 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 expense for the three months ended March 31, 2026 was primarily attributable to state and foreign income tax expense as a result of current taxable income in certain jurisdictions.

For the three months ended March 31, 2025, the Company recognized income tax expense of $ 8.5 million on a pre-tax loss of $ 122.1 million.

The Company calculated the provision for income taxes for the three months ended March 31, 2025 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 expense for the three months ended March 31, 2025 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 March 31, 2026, 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

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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 nine months ended September 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 nine months ended September 30, 2025 and 2024.

Segment net income (loss) was consistent with the net loss amounts reported in the Company’s condensed consolidated statements of operations and comprehensive loss for the three months ended March 31, 2026 and 2025.

There were no significant segment expenses that are regularly provided to the CODM other than those reported in the Company’s condensed consolidated statements of operations and comprehensive loss for the three months ended March 31, 2026 and 2025.

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 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 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.

In the United States and Canada, the Company also uses a direct sales force.

Total segment assets were consistent with total assets reported in the Company’s consolidated balance sheets for March 31, 2026 and December 31, 2025.

Disaggregation of Sales

Segment revenues were consistent with revenue reported in the Company’s condensed consolidated statements of operations and comprehensive loss for the three months ended March 31, 2026 and 2025.

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

In the United States, Canada and select countries in Europe, the Company also uses a direct sales force.

The Company disaggregates its revenue by geography, major sales channel and product as management believes these categories best depict how the nature, amount and timing of revenues and cash flows are affected by economic factors.

Revenues by Geographic Region and Customer Sales Channel

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.

During the three months ended March 31, 2026 and 2025, no individual country internationally 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 September 30, Nine Months Ended September 30,

2025 2024 2025 2024

Three Months Ended March 31,

United States $ 160,843 $ 150,632

Outside the United States 73,622 72,321 227,881 199,433

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

Revenues by Product

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

$ 110,114 $ 114,799 $ 324,076 $ 309,961

Supplies and other

International

86,378 83,790

Net revenue recognized for Tandem Choice program

Total Sales $ 247,221 $ 234,422

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 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 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.

The transaction was accounted for as an asset acquisition as substantially all the value of the gross assets was concentrated in a single asset.

The Company recorded a $ 78.8 million charge in 2023 representing the value of acquired in-process research and development assets with no alternative future use, including acquisition-related expenses, on its condensed consolidated statements of operations in acquired in-process research and development expenses (IPR&D).

In January 2025, the Company entered into a revised agreement that removed contingent liabilities previously included in the Original Transaction.

Under the revised term, the Company agreed to pay CHF 68.0 million, consisting of a CHF 40.0 million payment made in January 2025 and a final payment of CHF 28.0 million due in October 2025.

All other payment obligations in the Original Transaction were removed.

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.

Sales within the pharmacy channel accounted for 6 % of the Company’s United States sales for the three months ended March 31, 2026.

Sales within the pharmacy channel were not material for the three months ended March 31, 2025.

Sales to distributors accounted for 89 % and 96 % of the Company’s international sales for the three months ended March 31, 2026 and 2025, respectively.

During the three months ended March 31, 2026, pump sales were $ 110.4 million and supplies and other sales were $ 136.8 million.

During the three months ended March 31, 2025, pump sales were $ 102.1 million and supplies and other sales were $ 132.3 million.

In January 2025, the Company entered into an amendment agreement with AMF Medical that removed contingent liabilities included in the original share purchase agreement entered into in 2022.

Under the revised terms, the Company agreed to pay CHF 68.0 million, consisting of a CHF 40.0 million ($ 43.5 million USD) payment made in January 2025 and a final payment of CHF 28.0 million ($ 35.1 million USD) made in October 2025.

All other payment obligations under the original contract were removed.

As the transaction was determined to be an asset acquisition, the total consideration of CHF 68.0 million ($ 75.2 million USD) was recognized as acquired in-process research and development (IPR&D) and the Company recorded a $ 3.4 million foreign currency transaction loss within other income (expense), net, in the Company’s condensed consolidated statements of operations and comprehensive loss in 2025.

Commitments and Contingencies

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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.

Although the results of such legal proceedings and claims cannot be predicted with certainty, as of March 31, 2026 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 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.

As of March 31, 2026, 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