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TANDEM DIABETES CARE INC

For the period ended Sep 30, 2026. Filed Nov 5, 2026.

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A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.

Sep 30, 2026 · Filed Nov 5, 2026

TNDM$18.17+7.5%Stored close · as of Nov 9, 2026

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Item 5. Other Information

During the quarter ended September 30, 2026, none of our officers (as defined in Rule 16a-1(f) under the Exchange Act) or directors adopted orterminated a “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement” as those terms are defined in Item 408 of Regulation S-K.

CEO Transition

On November 4, 2026, Mr. Sheridan resigned as our President and Chief Executive Officer, effective November 16, 2026 (the “Effective Date”), and from our Board of Directors. Mr. Sheridan’s last day of service as a member of our Board of Directors and as an employee will be December 31, 2026. Also on November 4, 2026, our Board of Directors appointed Jeannette Bankes as our President and Chief Executive Officer and as a member of our Board of Directors, effective on the Effective Date. Mr. Sheridan is expected to enter into a transition and consulting agreement with the Company to assist with the transition of his duties and responsibilities to Ms. Bankes.

Ms. Bankes, age 56, has served as the President and Chief Executive Officer, Patient Care Solutions of GE Healthcare Technologies Inc. (Nasdaq: GEHC) since May 2025. Her last day at GE Healthcare will be November 15, 2026. Previously, Ms. Bankes served as President, Global Franchises at Alcon Inc. (NYSE: ALC), a global manufacturer of vision care products and surgical equipment, from March 2019 to April 2025. Ms. Bankes has served on the board of Aurion Biotech, a clinical-stage regenerative medicine company, since February 2025 and served on the board of Atrion Corp. (Nasdaq: ATRI), a manufacturer of medical application products, from September 2023 to August 2024 and on the board of Apollo Endosurgery, Inc. (Nasdaq: APEN), a medical technology company, from April 2022 to April 2023.

CEO Offer Letter, Severance Agreement and Indemnification Agreement

In connection with Ms. Bankes’ appointment as President and Chief Executive Officer, we and Ms. Bankes entered into an offer letter (the “Offer Letter”) and an Employment Severance Agreement (the “Severance Agreement”).

Pursuant to the Offer Letter, Ms. Bankes will receive an annual base salary of $900,000 and will be eligible to receive an annual discretionary cash bonus with a target amount equal to 100% of her then-current annual base salary, prorated for 2026 based on the number of days she is employed by the Company during the year. The amount of any annual bonus will be determined by our Board of Directors based on the achievement of corporate and/or individual objectives and milestones.

Ms. Bankes will also receive an award of restricted stock units (“RSUs”) with an approximate grant date value of $10.0 million (the “RSU Award”). The RSU Award will be granted on December 15, 2026 and will vest as to 33.3% of the underlying RSUs on the first anniversary of the grant date, with the remaining RSUs vesting in eight equal quarterly installments thereafter, such that the RSU Award will be fully vested on the third anniversary of the grant date, in each case subject to Ms. Bankes’ continued employment with the Company and the terms of the applicable award agreement. Beginning in 2027, Ms. Bankes will be eligible to participate in the Company’s long-term incentive program, with an anticipated target grant value for 2027 of between $6.0 million and $8.0 million, with the actual amount, form, vesting terms and other conditions of any such award to be determined by our Board of Directors.

Ms. Bankes will also receive a one-time signing bonus equal to $750,000, prorated based on the portion of 2026 preceding her commencement of employment. In addition, subject to Ms. Bankes relocating to San Diego by January 1, 2027, she will be eligible to receive relocation assistance consisting of either $200,000, grossed up for applicable taxes, or reimbursement of eligible relocation expenses in accordance with our relocation policy.

Pursuant to the Severance Agreement, if Ms. Bankes’ employment is terminated by us without cause (other than due to death or disability) or she resigns for good reason, in either case outside of the period beginning three months prior to and ending 12 months following a change of control of our company (the “Change of Control Period”), she will be entitled to receive (i) continued payment of her base salary for 18 months and (ii) Company-paid COBRA premiums for up to 18 months.

If such termination occurs during the Change of Control Period, Ms. Bankes will instead be entitled to receive (i) continued payment for 24 months of her base compensation, which for this purpose includes her annual base salary and target annual cash bonus, (ii) Company-paid COBRA coverage for up to 18 months and (iii) full acceleration of vesting of her outstanding equity awards. Receipt of severance benefits under the Severance Agreement is subject to Ms. Bankes’ execution and non-revocation of a release of claims and compliance with certain other conditions set forth in the Severance Agreement.

Ms. Bankes will also enter into our standard form of indemnification agreement for executive officers and directors, the form of which was updated in November for regulatory updates and certain other minor changes.

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