Item 5. Other Information
Item 5. Other Information.
During the quarter ended March 31, 2026, none of our officers (as defined in Rule 16a-1(f) under the Exchange Act) or directors adopted or terminated a “Rule 10b5-1 trading arrangements” and “non-Rule 10b5-1 trading arrangements” as those terms are defined in Item 408 of Regulation S-K.
During the quarter ended December 31, 2025, one of our officers (as defined in Rule 16a-1(f) under the Exchange Act) adopted a “Rule 10b5-1 trading arrangement” for the sale of our common stock, as set forth in the table below.
Name and Position
Action
Adoption/ Termination Date
Rule 10b5-1 (1)
Non-Rule 10b5-1 (2)
Total Shares of Common Stock to be Sold
Expiration Date
Mark Novara, Executive Vice President and Chief Commercial Officer
Adoption
December 4, 2025
X
(3)
March 31, 2027
(1) Contract, instruction or written plan intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) under the Exchange Act.
(2) “Non- Rule 10b5-1 trading arrangement” as defined in Item 408(c) of Regulation S-K under the Exchange Act.
(3) Mr. Novara’s Rule 10b5-1 trading plan provides for the sale of 6,469 shares of our common stock, plus 10% of the Net Shares of common stock issued to Mr. Novara upon settlement of restricted stock unit and performance stock unit awards. For purposes of the foregoing, “Net Shares” means the number of shares of common stock issued to Mr. Novara net of any shares surrendered to us or sold to cover withholding taxes. The maximum number of shares that could be subject to the Rule 10b5-1 trading plan is 7,481 which represents 6,469 shares of our common stock plus 10% of the number of shares issuable upon settlement of the applicable restricted stock unit and performance stock unit awards, assuming no shares are surrendered or sold to cover withholding tax.
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Item 6. Exhibits.
Incorporated by Reference Provided Herewith
Exhibit Number Exhibit Description Form File No. Date of First Filing Exhibit Number
3.1 Amended and Restated Certificate of Incorporation of the Registrant (as amended and currently in effect).
10-Q
001-36189
August 3, 2023 3.1
3.2 Amended and Res tated Bylaws of the Registra nt (as amended and currently in effect).
10-Q
001-36189
December 30, 2025 3.1
4.1 Indenture, dated as of February 27, 2026, by and between the Company and U.S. Bank Trust Company, National Association, as Trustee.
8-K
001-36189
February 27, 2026 4.1
4.2 F orm of Global Note, representing the Company’s 0.00% Convertible Senior Notes due 2032 .
8-K
001-36189
February 27, 2026 4.2
10.1 Fo rm of Confirmation for Capped Call Transactions
8-K
001-36189
February 27, 2026 10.1
31.1 Certification of John F. Sheridan, Chief Executive Officer, pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
X
31.2 Certification of Leigh A. Vosseller, Chief Financial Officer, pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
X
32.1* Certification of John F. Sheridan, Chief Executive Officer, pursuant to U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
X
32.2* Certification of Leigh A. Vosseller, Chief Financial Officer, pursuant to U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
X
101.INS Inline XBRL Instance Document. X
101.SCH Inline XBRL Taxonomy Extension Schema Document. X
101.CAL Inline XBRL Taxonomy Extension Calculation Linkbase Document. X
101.DEF Inline XBRL Taxonomy Extension Definition Linkbase Document. X
101.LAB Inline XBRL Taxonomy Extension Label Linkbase Document. X
101.PRE Inline XBRL Taxonomy Extension Presentation Linkbase Document. X
104 Cover Page Interactive Data File (embedded within the Inline XBRL Document contained in Exhibit 101). X
*
This certification is not deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, or otherwise subject to the liability of that section. Such certification will not be deemed to be incorporated by reference into any filing under the Securities Act of 1933 or the Securities Exchange Act of 1934, except to the extent that the registrant specifically incorporates it by reference.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
Tandem Diabetes Care, Inc.
Dated: May 7, 2026
By: /s/ John F. Sheridan
John F. Sheridan
President and Chief Executive Officer
(on behalf of the registrant and as the registrant’s
Principal Executive Officer)
Dated: May 7, 2026
By: /s/ Leigh A. Vosseller
Leigh A. Vosseller
Executive Vice President, Chief Financial Officer and Treasurer
(Principal Financial and Accounting Officer)
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Text extracted from the filing as submitted to EDGAR. Formatting, tables and exhibits are simplified for reading; the original document is authoritative for anything you rely on.