TANDEM DIABETES CARE INC
For the period ended Feb 23, 2026. Filed Feb 27, 2026.
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Feb 23, 2026 · Filed Feb 27, 2026
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Contents
Forward-Looking Statements
This Current Report on Form 8-K contains “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995 that involve risks and uncertainties. All forward-looking statements included in this report, including statements regarding the Company’s expected uses of the net proceeds from the Offering, are based upon information available to the Company as of the date of this report, which may change, and the Company assumes no obligation to update any such forward-looking statements. Although the Company’s forward-looking statements reflect the good faith judgment of its management, these statements are based only on facts and factors currently known by the Company. These statements are not guarantees of future performance and actual results could differ materially from the Company’s current expectations. As a result, you are cautioned not to rely on these forward-looking statements. Factors that could cause or contribute to such differences include the risks and uncertainties discussed in the “Risk Factors” section of the Company’s annual report on Form 10-K for the year ended December 31, 2025, filed with the Securities and Exchange Commission on February 19, 2026, and other subsequent filings the Company makes with the Securities and Exchange Commission from time to time, as well as market risks, trends and conditions, and unanticipated uses of the net proceeds from the Offering. The Company assumes no obligation and does not intend to update the forward-looking statements provided, whether as a result of new information, future events or otherwise.
| Item 9.01 | Financial Statements and Exhibits. |
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| (d) | Exhibits. |
| Exhibit No. | Description |
| 4.1 | Indenture, dated as of February 27, 2026, by and between the Company and U.S. Bank Trust Company, National Association, as Trustee. |
| 4.2 | Form of Global Note, representing the Company’s 0.00% Convertible Senior Notes due 2032 (included as Exhibit A to the Indenture filed as Exhibit 4.1). |
| 10.1 | Form of Confirmation for Capped Call Transactions |
| 99.1 | Press release entitled “Tandem Diabetes Care Announces Proposed Private Placement of Convertible Notes,” dated February 23, 2026. |
| 99.2 | Press release entitled “Tandem Diabetes Care Prices Upsized Private Placement of $265 Million of Convertible Senior Notes Due 2032,” dated February 25, 2026. |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). |
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