Senior Software Engineer 1

Board asks shareholders to approve 3.26m-share increase; TNDM files proxy (TNDM). Filing Impact Filing Sentiment Rhea-AI Filing Summary. Tandem Diabetes Care is holding its 2026 Annual Meeting virtually on May 20, 2026 to vote on seven proposals, including election of nine directors, say-on-pay, an increase of 3,260,000 shares to the 2023 Long-Term Incentive Plan, certificate of incorporation amendments, and ratification of Ernst & Young LLP as auditor. The Record Date shows 68,504,233 shares outstanding as of March 23, 2026. The company reports 2025 business highlights including $1.015 billion in worldwide sales, over 126,000 pump shipments, and several product and regulatory milestones. Insights. Proxy seeks shareholder approval for governance and charter amendments alongside routine meeting items. The proxy presents six board-recommended proposals plus general meeting mechanics for the May 20, 2026 virtual meeting and discloses 68,504,233 shares outstanding as of March 23, 2026. Two charter amendments are proposed: a Section 141(k) removal amendment and an officer exculpation amendment tied to recent DGCL changes. Key dependencies include supermajority vote thresholds: the Section 141(k) and Officer Exculpation Amendments each require 66 2/3% approval. Subsequent filings will report vote results in a Form 8-K within four business days after the meeting. Board requests a 3,260,000-share increase to the 2023 equity plan and summarizes 2025 pay outcomes. The board proposes adding 3,260,000 shares to the 2023 Long-Term Incentive Plan and discloses current availability and activity metrics: 729,748 shares available as of March 16, 2026, a 2025 burn rate of 3.1%, and historical grants shown through March 16, 2026. The plan retains features such as minimum 12-month vesting, anti-repricing, clawback provisions, and director grant caps. Outcomes will hinge on shareholder approval; if not approved, the company states it may exhaust current reserves and be unable to grant customary awards thereafter. 03/27/2026 - 04:07 PM | / | / | / | / | / | / | / | / | / | Value of initial fixed $100 investment based on: | / | / | / | / | | Year | Summary Compensation Table Total for PEO(1) | / | CAP to PEO(1)(3) | / | Average Summary Compensation Table Total for Non-PEO NEOs(2) | / | Average CAP to Non-PEO NEOs(2)(3) | / | Total Shareholder Return(4) | / | Peer Group Total Shareholder Return TSR(4) | / | Net Income (loss) ($ in millions)(5) | / | Sales ($ in millions)(6) | | 2025 | $ | 6,858,503 | / | / | $ | 2,919,024 | / | / | $ | 1,970,448 | / | / | $ | 1,579,586 | / | / | $ | 22.97 | / | / | $ | 99.39 | / | / | $ | (204.7) | / | / | $ | 1,014.7 | / | | 2024 | $ | 8,526,238 | / | / | $ | 6,793,928 | / | / | $ | 1,945,074 | / | / | $ | 1,752,852 | / | / | $ | 60.43 | / | / | $ | 105.42 | / | / | $ | (96.0) | / | / | $ | 940.2 | / | | 2023 | $ | 4,651,603 | / | / | $ | 1,510,100 | / | / | $ | 1,497,536 | / | / | $ | 1,086,227 | / | / | $ | 49.62 | / | / | $ | 106.34 | / | / | $ | (222.6) | / | / | $ | 747.7 | / | | 2022 | $ | 6,378,515 | / | / | $ | (8,343,937) | / | / | $ | 1,746,125 | / | / | $ | (3,175,063) | / | / | $ | 75.41 | / | / | $ | 99.81 | / | / | $ | (94.6) | / | / | $ | 801.2 | / | | 2021 | $ | 5,739,882 | / | / | $ | 16,412,581 | / | / | $ | 1,616,639 | / | / | $ | 5,058,736 | / | / | $ | 252.51 | / | / | $ | 125.43 | / | / | $ | 15.6 | / | / | $ | 702.8 | / | 2) The non-PEO NEOs, for each year reported were as follows: - 2025: Elizabeth A. Gasser, Shannon Hansen, Mark D. Novara and Leigh A. Vosseller - 2024: Elizabeth A. Gasser, Jean-Claude Kyrillos, Susan M. Morrison, Mark D. Novara and Leigh A. Vosseller - 2023: David B. Berger, Elizabeth A. Gasser, Brian B. Hansen, Susan M. Morrison, Mark D. Novara and Leigh A. Vosseller - 2022: David B. Berger, Elizabeth A. Gasser, Brian B. Hansen, Susan M. Morrison and Leigh A. Vosseller - 2021: David B. Berger, Elizabeth A. Gasser, Brian B. Hansen, Susan M. Morrison and Leigh A. Vosseller | Year | Executive(s) | / | Summary Compensation Table Total | / | Deduct: Stock Awards Granted in Year | / | Add: Year-End Fair Value of Unvested Equity Awards Granted in Year* | / | Add: Change in Year-End Fair Value of Unvested Equity Awards Granted in Prior Years | / | Add: Change in Year-End Fair Value of Equity Awards Granted in Prior Years Which Vested in Year | / | CAP | / | / | / | / | | 2025 | PEO | / | $ | 6,858,503 | / | / | $ | (5,367,796) | / | / | $ | 5,240,252 | / | / | $ | (2,611,510) | / | / | $ | (1,200,425) | / | / | $ | 2,919,024 | / | / | / | / | / | | Non-PEO NEOs | / | $ | 1,970,448 | / | / | $ | (1,226,792) | / | / | $ | 1,197,646 | / | / | $ | (166,600) | / | / | $ | (195,116) | / | / | $ | 1,579,586 | / | / | / | / | / | | / | / | / | / | / | / | / | / | / | / | / | / | / | / | / | / | / | * The valuation assumptions used to calculate fair values did not materially differ from those disclosed at the time of grant. 6) As required by Item 402(v) of Regulation S-K, we have determined that Sales is the Company-Selected Measure. * Annual sales for 2024, 2023 and 2022 include the effect of net sales recognized (deferred) of $30.2 million, ($25.1) million and ($3.5) million, respectively. This related to the accounting treatment associated with our Tandem Choice Program offering, which began in September 2022 and ended December 31, 2024, to provide a pathway to eligible t:slim X2 customers to ownership of our newest hardware platform, Tandem Mobi, for a fee when available. There was no comparative adjustment to pump sales in 2025. | Most Important Performance Measures Used to Link CAP to Company Performance: | | Sales | | Gross Margin | | Adjusted EBITDA Margin* | | New Product Launch Timing | | Customer Satisfaction | | / | We have not granted stock options, stock appreciation rights, or similar instruments with option-like features since 2022 and have no policies or practices to disclose pursuant to Item 402(x)(1) of Regulation S-K. Faq. What is Tandem Diabetes Care (TNDM) voting on at the 2026 annual meeting? The company asks shareholders to elect nine directors and vote on six additional items. These include say-on-pay, a 3,260,000 -share increase to the 2023 equity plan, two charter amendments, and ratification of Ernst & Young LLP as auditor. When and how will TNDM shareholders vote at the 2026 Annual Meeting? The virtual meeting is scheduled for May 20, 2026 at 3:00 p.m. Pacific time. Shareholders may vote by internet, telephone, mail, or during the webcast using the 16-digit control number or QR code provided in proxy materials. How many Tandem (TNDM) shares were outstanding for voting purposes? There were 68,504,233 shares of Common Stock outstanding as of the Record Date, March 23, 2026, and each share is entitled to one vote on meeting matters. What change to the 2023 Long-Term Incentive Plan is being proposed? The board proposes to increase the number of shares authorized under the 2023 Plan by 3,260,000 shares and describes governance features like a minimum 12-month vesting rule and a director grant cap of $750,000 per fiscal year. What voting thresholds apply to the charter amendments in the proxy for TNDM? Approval of the Section 141(k) Amendment and the Officer Exculpation Amendment each requires the affirmative vote of holders of at least 66 2/3% of outstanding common shares on the Record Date. What financial highlights from 2025 does Tandem disclose in the proxy? The proxy cites more than $1.015 billion in worldwide sales for 2025, record Q4 sales above $290 million, and over 126,000 annual pump shipments, along with product rollouts and an FDA clearance of Control-IQ+ for type 2 diabetes.

Tandem Diabetes Care has expanded its Tandem Mobi automated insulin delivery system to compatible Android smartphones in the US, following FDA clearance in November 2025 and a limited release in December. The Android rollout broadens accessibility for Mobi users and strengthens the company's position in smartphone-based diabetes management. The expansion supports Tandem's investment thesis by widening accessibility and reinforcing ecosystem retention, though near-term pressures remain from flat renewal expectations and ongoing losses. Combined with October 2025's integration of t:slim X2 with Abbott's FreeStyle Libre 3 Plus CGM, the move demonstrates a broader connectivity strategy. Tandem's narrative projects $1.2 billion revenue and $14.4 million earnings by 2028, requiring 7.5% yearly revenue growth. The company's 2026 sales guidance stands at approximately $1.065 billion to $1.085 billion.