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TANDEM DIABETES CARE INC

For the period ended Dec 31, 2025. Filed Apr 7, 2026.

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About this filing

What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.

Dec 31, 2025 · Filed Apr 7, 2026

TNDM$16.91-6.0%Stored close · as of Nov 6, 2026
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Appendix BB-1

Appendix B

Appendix B

CERTIFICATE OF AMENDMENT OF

AMENDED AND RESTATED CERTIFICATE OF INCORPORATION

OF

Tandem Diabetes Care, Inc., a corporation organized and existing under the laws of the State of Delaware (the “Corporation”), does hereby certify:

FIRST: The Certificate of Incorporation of the Corporation was originally filed with the Secretary of State of Delaware on January 7, 2008.

SECOND: The Board of Directors of the Corporation (the “Board”), acting in accordance with the provisions of Sections 141 and 242 of the Delaware General Corporation Law (the “DGCL”), adopted resolutions amending its Amended and Restated Certificate of Incorporation, as amended (the “Restated Certificate”), as follows:

The second paragraph of Paragraph A of “Article 5 – Directors and Stockholders” of the Restated Certificate is hereby amended and restated to read in its entirety as follows:

“Subject to the rights of any series of Preferred Stock that may be designated from time to time to elect additional directors under specified circumstances, any director may be removed with or without cause by the affirmative vote of the holders of a majority of the voting power of all of the then outstanding shares of capital stock of the Corporation entitled to vote generally in the election of directors, voting together as a single class.”

THIRD: This Certificate of Amendment has been duly adopted and approved by the stockholders of the Corporation in accordance with Sections 211 and 242 of the DGCL.

FOURTH: This Certificate of Amendment shall become effective upon filing with the Secretary of State of the State of Delaware.

IN WITNESS WHEREOF, Tandem Diabetes Care, Inc. has caused this Certificate of Amendment to be signed by its Executive Vice President, Chief Legal, Privacy & Compliance Officer and Secretary on , 2026.

Tandem Diabetes Care, Inc.

By:

Shannon M. Hansen

Executive Vice President, Chief Legal, Privacy & Compliance Officer and Secretary

Tandem Diabetes CareB-12026 Proxy Statement
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