DEF 14A of Tandem Diabetes Care Inc, Apr 7, 2026

DEF 14A of Tandem Diabetes Care Inc

Filed Apr 7, 2026 · FY20250001438133-26-000034

Open on EDGAR

  1. OUR BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE “FOR” EACH OF THE DIRECTOR NOMINEES

    OUR BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE “FOR” EACH OF THE DIRECTOR NOMINEES Nominees for Director The persons recommended by our nominating and corporate governance committee, and nominated by our board of directors, to be elected as directors, including relevant information on their role served on our board, business experience, qualifications, attributes, skills and other directorships as of the date of this Annual Meeting Notice are listed below. Ages provided are as of March 16, 2026.

  2. OUR BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE “FOR” EACH OF THE DIRECTOR NOMINEES

    | Tandem Diabetes Care | 8 | 2026 Proxy Statement |

  3. OUR BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE “FOR” EACH OF THE DIRECTOR NOMINEES

    | Proposal 1 >> Election of Directors | |

  4. OUR BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE “FOR” EACH OF THE DIRECTOR NOMINEES

    NOMINEES FOR RE-ELECTION TO OUR BOARD OF DIRECTORS FOR A ONE-YEAR TERM EXPIRING AT THE 2027 ANNUAL MEETING OF STOCKHOLDERS.

  5. OUR BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE “FOR” EACH OF THE DIRECTOR NOMINEES

    | REBECCA ROBERTSON | Ms. Robertson has served as Chair of our board of directors since March 2023, and as a member of our board of directors since January 2019. Ms. Robertson is a founder and General Partner at Versant Ventures where she has specialized in investing in the areas of medical devices and diagnostics since 1999. In addition, through Longridge Business Advisors, she has provided business advisory services and board services since April 2017. Prior to Versant, she served as Senior Vice President at Chiron Diagnostics, a division of Chiron Corporation, where she had responsibility for the critical care business unit in addition to leading the division’s business development efforts. Prior to joining Chiron, Ms. Robertson was a co-founder and Vice President at Egis, a consumer products company, and held senior management positions in operations and finance at Lifescan, a Johnson & Johnson Company. Ms. Robertson holds a B.S. in Chemical Engineering from Cornell University. We believe Ms. Robertson’s extensive experience in management positions in the medical technology industry provides her with key skills in working with directors, understanding board process and functions and working with financial statements. We also believe she brings to our board of directors her long-term investing experience with numerous companies in the healthcare and medical device industries, all of which qualify her for service on our board of directors. | | Chair, Board of Directors Member, Compensation Committee and Member, Nominating and Corporate Governance Committee Age: 65 Director since: 2019 | |

  6. OUR BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE “FOR” EACH OF THE DIRECTOR NOMINEES

    | SANDRA BEAVER | Ms. Beaver has served on our board of directors since November 2025. Ms. Beaver has more than 20 years of strategic and operational finance experience globally and across many industries including healthcare, medical devices, gaming, enterprise technology and manufacturing. Ms. Beaver is the CFO at Lyra Health, a leading provider of mental health solutions, overseeing finance, accounting, investor relations, facilities, procurement and corporate development. Before starting this role in June 2025, she served as CFO at Evolus, a publicly traded medical aesthetics company, for three years. Before Evolus, Ms. Beaver held senior finance positions at global data and technology company, Experian, and global gaming company, IGT. Ms. Beaver holds a Bachelor of Business Administration from University of Massachusetts and a Professional Designation in Relational Database Design from UCLA. We believe Ms. Beaver’s experience in senior financial management and with boards of directors of companies in the life sciences industry, as well as her extensive accounting experience, brings to our board of directors critical skills related to financial oversight of complex organizations, strategic planning, and corporate governance, all of which qualify her for service on our board of directors. | | Director Member, Audit Committee, and Member, Cybersecurity and Data Privacy Oversight Committee Age: 48 Director since: 2025 | |

  7. OUR BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE “FOR” EACH OF THE DIRECTOR NOMINEES

    | Tandem Diabetes Care | 9 | 2026 Proxy Statement |

  8. OUR BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE “FOR” EACH OF THE DIRECTOR NOMINEES

    | Proposal 1 >> Election of Directors | |

  9. OUR BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE “FOR” EACH OF THE DIRECTOR NOMINEES

    | MYOUNGIL CHA | Mr. Cha has served on our board of directors since June 2022. He has more than 20 years of global experience across the healthcare value chain. Mr. Cha currently serves as Chief Product Officer at Verily where he leads product development. Before joining Verily in March 2024, he served as President and Chief Strategy Officer at Carbon Health from June 2021 to February 2024. He served as Head of Health Strategic Initiatives at Apple from August 2015 to May 2021 where he developed and led product initiatives and global strategic partnerships. Earlier in his career, Mr. Cha was a Principal and Co-Leader of the West Coast Strategy and Corporate Finance Practice as well as Co-Leader of the Healthcare Investor Practice at McKinsey & Company. Mr. Cha holds a JD from Harvard Law School, an MBA from Harvard Business School and an AB in Biochemical Sciences from Harvard College. We believe Mr. Cha’s experience as a healthcare and consumer technology executive developing and leading global and strategic initiatives and partnerships, while maximizing the value of data and using analytics to drive enhanced customer experiences and better clinical outcomes, brings to the Board critical skills related to advancing the Company’s ecosystem of data-driven products and services, which qualify him to serve as one of the Company’s directors. | | Director Member, Compensation Committee Age: 49 Director since: 2022 | |

  10. OUR BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE “FOR” EACH OF THE DIRECTOR NOMINEES

    | PEYTON HOWELL | Ms. Howell joined our board of directors in August 2020 and brings more than 30 years of pharmaceutical services and healthcare industry experience. Ms. Howell was appointed Chief Executive Officer of Parexel, a leading global clinical research organization servicing the life sciences industry, in May 2024 and also serves on the company’s Board of Directors. She previously served as Parexel’s Chief Operating and Growth Officer since September 2022, and as its Chief Commercial and Strategy Officer since May 2018. Before joining Parexel, Ms. Howell’s healthcare industry experience included senior leadership positions with AmerisourceBergen (now Cencora), a Fortune 20 company, most recently as President for Health Systems and Specialty Care Solutions. Before AmerisourceBergen, Ms. Howell was a founder of Lash Group and served as President for nearly 10 years following its acquisition by AmerisourceBergen. Ms. Howell currently serves on the board of directors for Catalyst and the Association of Clinical Research Organizations (ACRO). She holds a Master of Healthcare Administration from The Ohio State University and a Bachelor of Arts in Health Communications from the University of Illinois. We believe Ms. Howell’s experience in reimbursement, health insurance and patient access, and in serving as executive management of companies in the healthcare industry brings to our board of directors critical skills relating to scaling complex organizations and strategic planning that qualify her to serve on our board of directors. | | Director Chair, Compensation Committee Age: 59 Director since: 2020 | |

  11. OUR BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE “FOR” EACH OF THE DIRECTOR NOMINEES

    | Tandem Diabetes Care | 10 | 2026 Proxy Statement |

  12. OUR BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE “FOR” EACH OF THE DIRECTOR NOMINEES

    | Proposal 1 >> Election of Directors | |

  13. OUR BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE “FOR” EACH OF THE DIRECTOR NOMINEES

    | JOAO MALAGUEIRA | Mr. Malagueira has served on our board of directors since June 2022. He brings more than 25 years of experience in diabetes, medical devices and diagnostics solutions businesses with global corporations. Mr. Malagueira is currently President for three divisions at Hologic and responsible for the entire portfolio in the EMEA. Before starting this role in October 2023, he served as International Vice President, EMEA for three divisions at Hologic, since January 2019, and as International Vice President, EMEA and Canada, for the Hologic Diagnostics Solutions division, from June 2015 to December 2018. He possesses extensive experience and proven success of go-to-market models and strategies in Europe, Africa, CIS, and the Middle East. Before Hologic, Mr. Malagueira enjoyed more than 15 years at Johnson & Johnson, in commercial leading roles across EMEA, where he led successful turnarounds and market share growth of the diabetes solutions businesses, LifeScan and Animas. Mr. Malagueira holds an MBA and an Advanced Degree in Marketing from Catolica Lisbon School of Business and Economics. He holds an M.S. in Pharmaceutical Sciences and Clinical Analysis from University of Lisbon. We believe Mr. Malagueira’s experience in diabetes and medical devices across global organizations with extensive knowledge of international go-to-market models and strategies brings to the Board critical skills related to advancing the Company’s global reach and expansion of its global technology offerings, which qualifies him to serve as one of the Company’s directors. | | Director Member, Audit Committee Age: 60 Director since: 2022 | |

  14. OUR BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE “FOR” EACH OF THE DIRECTOR NOMINEES

    | KATHLEEN MCGRODDY-GOETZ, PH.D. | Dr. McGroddy-Goetz has served on our board of directors since June 2020. She has more than 25 years of experience leading global teams across business development, strategy, research and development, and product management. She has commercialized pioneering technologies spanning from microelectronics through cloud, advanced data analytics, artificial intelligence, hardware, software, and middleware with an emphasis on healthcare and life sciences applications. From October 2018 through June 2021, Dr. McGroddy-Goetz served as the Global Head of Strategic Partnerships at Medidata Solutions, a Dassault Systemès Company, where she also concurrently held other strategy, alliances and marketing executive roles. Previously, she held various leadership positions at IBM beginning in 1992, and most recently was Vice President, Strategy and Innovation, IBM Watson Health. She serves as an adjunct professor of healthcare informatics and administration at Sacred Heart University, and as board chair for Rides for Ridgefield, a non-profit organization dedicated to ensuring seniors and those with mobility disabilities maintain quality of life. Dr. McGroddy-Goetz holds a B.S. in Physics from SUNY Binghamton and a Ph.D. in Molecular Biophysics from Cornell University. We believe Dr. McGroddy-Goetz’s experience in managing and commercializing pioneering technologies spanning microelectronics, cloud-based technologies, advanced data analytics, artificial intelligence, hardware, software and middleware with an emphasis on healthcare and life sciences applications, brings to our board of directors critical skills related to digital health, scaling complex organizations, and strategic planning that qualify her to serve on our board of directors. | | Director Chair, Nominating and Corporate Governance Committee, and Member, Cybersecurity and Data Privacy Oversight Committee Age: 62 Director since: 2020 | |

  15. OUR BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE “FOR” EACH OF THE DIRECTOR NOMINEES

    | Tandem Diabetes Care | 11 | 2026 Proxy Statement |

  16. OUR BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE “FOR” EACH OF THE DIRECTOR NOMINEES

    | Proposal 1 >> Election of Directors | |

  17. OUR BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE “FOR” EACH OF THE DIRECTOR NOMINEES

    | JOHN SHERIDAN | Mr. Sheridan has served on our board of directors since June 2019 and as our President and Chief Executive Officer since March 2019. Prior to that, Mr. Sheridan served as our Executive Vice President and Chief Operating Officer since April 2013. Before joining our Company, Mr. Sheridan served as Chief Operating Officer of Rapiscan Systems, Inc. Earlier in his career, Mr. Sheridan held various leadership roles including Executive Vice President of Research and Development and Operations for Volcano Corporation, Executive Vice President of Operations at CardioNet, Inc., and Vice President of Operations at Digirad Corporation. He previously served as a director of Acutus Medical, Inc. from March 2021 to April 2025. Mr. Sheridan holds a B.S. in Chemistry from the University of West Florida and an MBA from Boston University. We believe Mr. Sheridan brings to our board of directors valuable perspective and experience as our former Executive Vice President and Chief Operating Officer, and as our current President and Chief Executive Officer. Mr. Sheridan has extensive experience at the management level of various healthcare companies, as well as leadership skills, industry experience and knowledge, all of which qualify him for service on our board of directors. | | President and Chief Executive Officer Director Age: 70 Director since: 2019 | |

  18. OUR BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE “FOR” EACH OF THE DIRECTOR NOMINEES

    | RAJWANT SODHI | Mr. Sodhi has served on our board of directors since January 2021. He brings more than 25 years of global experience in informatics, artificial intelligence, information security, software services, and e-commerce solutions across the healthcare, financial services, and telecommunications sectors. Mr. Sodhi previously served as President of ResMed’s software-as-a-service (SaaS) business from July 2017 to August 2021. Prior to that, he served as President of Healthcare Informatics (HI), where he led the development and expansion of ResMed’s digital health and informatics solutions, helping advance the company’s position as a global leader in digital health with a growing portfolio of device- and SaaS-based offerings. He joined ResMed in 2012 through the acquisition of Umbian Inc., a company he co-founded and served as President. Earlier in his career, he held senior leadership roles in the financial services sector, including Senior Vice President of Business Development and Chief Technology Officer at Skipjack Financial Services and co-founder and Chief Technology Officer of TransActive Ecommerce Solutions. Mr. Sodhi serves on the boards of Forefront Dermatology, EyeCare Partners, and NovaResp Technologies. He holds an MBA and a B.S. in Mathematics and Statistics from Dalhousie University. We believe Mr. Sodhi’s experience in global informatics, software service technology and e-commerce business solutions across the healthcare, financial, and telecom industries brings to our board of directors critical skills related to our ecosystem of data-driven products and services, all of which qualify him for service on our board of directors. | | Director Member, Nominating and Corporate Governance Committee, and Chair, Cybersecurity and Data Privacy Oversight Committee Age: 52 Director since: 2021 | |

  19. OUR BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE “FOR” EACH OF THE DIRECTOR NOMINEES

    | Tandem Diabetes Care | 12 | 2026 Proxy Statement |

  20. OUR BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE “FOR” EACH OF THE DIRECTOR NOMINEES

    | Proposal 1 >> Election of Directors | |

  21. OUR BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE “FOR” EACH OF THE DIRECTOR NOMINEES

    | CHRISTOPHER TWOMEY | Mr. Twomey has served on our board of directors since July 2013. Mr. Twomey has served as a director and chair of the audit committee of Bionano Genomics (Nasdaq: BNGO), a life sciences genome analysis instrumentation company since July 2018. From March 1990 until his retirement in 2007, Mr. Twomey held various positions with Biosite, most recently serving as Senior Vice President, Finance and Chief Financial Officer. From 1981 to 1990, Mr. Twomey worked for Ernst & Young LLP, where he served as an Audit Manager. He previously served as a director and chair of the audit committee for public companies, such as Senomyx and Cadence Pharmaceuticals, before their acquisitions. Mr. Twomey holds a B.A. in Business Economics from the University of California, Santa Barbara. We believe Mr. Twomey’s experience in senior financial management and on boards of directors of companies in the life sciences industry, as well as his extensive accounting and auditing experience, brings to our board of directors critical skills related to financial oversight of complex organizations, strategic planning, and corporate governance, all of which qualify him for service on our board of directors. | | Director Chair, Audit Committee Age: 66 Director since: 2013 | |

  22. OUR BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE “FOR” EACH OF THE DIRECTOR NOMINEES

    | Tandem Diabetes Care | 13 | 2026 Proxy Statement |

  23. OUR BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE “FOR” EACH OF THE DIRECTOR NOMINEES

    | Proposal 2 >> Say-on-Pay | |

  24. OUR BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE “FOR” EACH OF THE DIRECTOR NOMINEES

    Say-on-Pay To approve, on a non-binding, advisory basis, the compensation of our named executive officers. Background In accordance with applicable SEC rules, we are providing our stockholders with the opportunity to cast a non-binding, advisory vote on the compensation of our Named Executive Officers as described in this Proxy Statement, or a “say-on-pay” proposal. We believe it reflects a sound corporate governance practice to seek the views of our stockholders on our executive compensation program. Summary The primary objective of our executive compensation program is to compensate our executive officers in a manner that will attract, retain and motivate talented executives with the skills needed to manage a demanding and high-growth business in a rapidly evolving, competitive and highly-regulated industry, while creating long-term value for our stockholders. When designing our 2025 executive compensation program, our Compensation Committee considered a number of factors, including stockholder feedback, feedback and advice from our independent compensation consultant, peer group and market survey data, our business objectives, the 2025 budget that was approved by our board of directors, the intense competition for executive talent within the medical device and technology industries, and the importance of retaining and motivating our executives. For 2025, we sought to advance our strong pay-for-performance philosophy and align the interests of our executives with those of our stockholders through the adoption of our 2025 performance-based short-term cash incentive program and the grant of equity-based awards, which we balanced with guaranteed elements of compensation such as base salary and standard employee benefits. Our short-term cash incentive program was designed to reward executives for achieving pre-established financial performance objectives, product development milestones, and customer-related objectives that the compensation committee believed were critical to both our short-term success and the creation of long-term stockholder value. We also sought to align the interests of our executives with those of our stockholders by tying a meaningful portion of total compensation to increases in our value through the grant of performance and restricted stock units and stock options that provided a mix of time-based and performance-based vesting. In 2025, we delivered record worldwide sales growth, high customer satisfaction, and progressed our product development initiatives. We believe the compensation paid to our NEOs in 2025 reflects our strong pay-for-performance philosophy, and strikes the appropriate balance between retaining and motivating our executives, and limiting compensation-related risk. For additional information about our executive compensation program, please refer to the section of this Proxy Statement entitled “Compensation Discussion and Analysis” and the related compensation tables, notes and narrative discussion.

  25. OUR BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE “FOR” EACH OF THE DIRECTOR NOMINEES

    | Tandem Diabetes Care | 14 | 2026 Proxy Statement |

  26. OUR BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE “FOR” EACH OF THE DIRECTOR NOMINEES

    | Proposal 2 >> Say-on-Pay | |

  27. OUR BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE “FOR” EACH OF THE DIRECTOR NOMINEES

    Proposal In accordance with Section 14A of the Securities Exchange Act of 1934, as amended, we are asking our stockholders to vote FOR the approval of the following resolution at the Annual Meeting: “RESOLVED, that our stockholders approve, on a non-binding, advisory basis, the compensation of our named executive officers, as described in the Compensation Discussion and Analysis, including the related compensation tables, notes and narrative discussion, in the Proxy Statement for our 2026 Annual Meeting of Stockholders.” Effect of Proposal The resolution above reflects a non-binding, advisory proposal. The approval or disapproval of this proposal by stockholders will not require our board of directors or our compensation committee to take any action regarding our executive compensation practices. The final determination of the compensation of our executive officers will continue to be made by our board of directors and our compensation committee. Our board of directors, however, values the opinions of our stockholders as expressed through their votes, as well as through other communications with us. Accordingly, although the resolution is non-binding, our board of directors and our compensation committee will carefully consider the outcome of this advisory vote, as well as stockholder feedback received from other communications, when making future executive compensation decisions. We expect that we will conduct our next say-on-pay vote at our 2027 annual meeting of stockholders. Required Vote The approval of this non-binding proposal requires the affirmative vote of a majority of the shares of our Common Stock present virtually or represented by proxy and entitled to vote on this proposal at the Annual Meeting. This proposal is considered a non-routine matter under applicable stock exchange rules. As a result, a bank, broker or other nominee may not vote without instructions on this matter, so we expect there to be broker non-votes in connection with this proposal. Broker non-votes will have no effect on the outcome of this proposal. Abstentions will have the same effect as a vote against this proposal. If no contrary indication is made, returned proxies will be voted “For” this proposal.

  28. OUR BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE “FOR” EACH OF THE DIRECTOR NOMINEES

    | Tandem Diabetes Care | 15 | 2026 Proxy Statement |

  29. OUR BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE “FOR” EACH OF THE DIRECTOR NOMINEES

    | Proposal 3 >> 2023 Long-Term Incentive Plan, as amended | |

  30. OUR BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE “FOR” EACH OF THE DIRECTOR NOMINEES

    2023 Long-Term Incentive Plan To approve the Company’s 2023 Long-Term Incentive Plan, as amended, to, among other things, increase the number of shares authorized for issuance under the plan. Our board of directors (sometimes referred to as the “Board”) believes that granting long-term incentives in the form of equity-based awards is crucial for promoting our long-term financial growth and stability, thereby enhancing stockholder value. We are asking our stockholders to approve the Tandem Diabetes Care, Inc. 2023 Long-Term Incentive Plan (“2023 Plan”), as amended, to increase the number of shares of our Common Stock authorized for issuance under our 2023 Plan by 3,260,000 shares. Our board of directors has approved the amendments to our 2023 Plan, subject to stockholder approval at the Annual Meeting. The purpose of our 2023 Plan is to provide us flexibility with respect to our ability to attract and retain the services of qualified employees, board members, and other service providers upon whose judgment, initiative and efforts the successful conduct and development of our business depends, and to provide additional incentives to such persons to devote their effort and skill to our advancement by providing them an opportunity to participate in the ownership of the Company and thereby have an interest in its success and increased value. Our board of directors believes it is in the best interest of our stockholders to seek an increase in the number of shares of our Common Stock authorized for issuance under our 2023 Plan so that we can continue to motivate and incentivize eligible employees, non-employee directors and other service providers, fulfill the objectives of our compensation strategy and align the interests of plan participants with those of our stockholders. In considering our recommendation to increase the number of shares of our Common Stock authorized for issuance under our 2023 Plan by 3,260,000 shares, our board of directors considered a number of factors, including: the number of outstanding shares of our Common Stock; and the need to retain and incentivize our officers and employees. The board of directors also considered that more than 1,600,000 shares from the 2013 Plan have been canceled since the adoption of our 2023 Plan. Our board of directors also took into account certain additional criteria relating to the potential impact to our stockholders of adding addition shares of Common Stock to our 2023 Plan. For instance, our board of directors considered the amount of the share increase relative to both the (i) total number of shares of our Common Stock outstanding, as well as (ii) our fully-diluted shares outstanding. In light of the foregoing, our board of directors believes the additional share request to be appropriate and necessary to meet the objectives of our equity compensation program, and to be in the best interest of our stockholders. We estimate that the shares authorized for issuance under our 2023 Plan would be sufficient to grant awards for at least one year; any duration beyond that is highly dependent on changes in our stock price. Our actual share usage is dependent on our hiring and promotion activity, our retention needs, and market practices within our industry and geographic region. As a result, the share reserve under our 2023 Plan could last for a longer or shorter period of time than we currently project. If stockholder approval of this proposal is not obtained at the Annual Meeting, awards may still be granted under the 2023 Plan until the currently authorized shares are depleted, following which date we will no longer be able to issue customary annual long-term incentive awards and other equity awards. We are therefore asking that the stockholders approve the 2023 Plan, as amended, at the Annual Meeting.

  31. OUR BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE “FOR” EACH OF THE DIRECTOR NOMINEES

    | Tandem Diabetes Care | 16 | 2026 Proxy Statement |

  32. OUR BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE “FOR” EACH OF THE DIRECTOR NOMINEES

    | Proposal 3 >> 2023 Long-Term Incentive Plan, as amended | |

  33. LEGAL PROCEEDINGS WITH DIRECTORS AND EXECUTIVE OFFICERS

    LEGAL PROCEEDINGS WITH DIRECTORS AND EXECUTIVE OFFICERS There are no legal proceedings related to any of the directors, director nominees, or executive officers which require disclosure under Item 401(f) of Regulation S-K.

  34. KEY COMPENSATION GOVERNANCE ATTRIBUTES

    | What We Do | | What We Don’t Do | | | ☑ | Pay-for-performance philosophy | ✗ | Employment agreements | | ☑ | Independent compensation consultant | ✗ | 280G excise tax gross up provisions | | ☑ | Compensation committee comprised solely of independent directors | ✗ | Guaranteed bonuses or equity awards | | ☑ | Comprehensive peer group analysis updated annually | ✗ | Equity incentive plan evergreen provisions | | ☑ | “Double trigger” change-in-control benefits | ✗ | Hedging or pledging of our securities | | ☑ | Multiple financial and strategic measures used to determine cash incentive payouts to encourage strong performance across the business | ✗ | Repricing of options or issuance of discounted stock option awards | | ☑ | Stock ownership guidelines applies to executive officers and directors | | | | ☑ | Clawback policy applies to cash bonus and equity incentive compensation | | | | ☑ | Incentive compensation represents a significant majority of total compensation | | |

  35. Independent Compensation Consultants

    Independent Compensation Consultants The Committee has sole authority to engage and retain independent compensation consultants and to directly oversee their work and compensation. The Committee has engaged WTW, a leading global advisory to provide services, including advising the Committee on the selection of an appropriate compensation peer group, collecting and analyzing compensation data from the peer group, and performing an independent review of our compensation practices for our executive officers, as well as our non-employee directors, as compared to the peer group. The Committee selected WTW based on its experience providing expert, strategic and research-driven executive compensation advice to help companies balance talent and governance risks while driving business performance. In addition, the Committee assessed whether work performed or advice rendered by WTW would raise any conflicts of interest and determined that there are no conflicts of interest.

  36. Peer Group

    Peer Group WTW was engaged by the Committee to develop a set of peer group companies for use as a point of comparison in benchmarking 2025 compensation for executive officers and non-employee directors. Data compiled from this peer group was used as a baseline reference by the Committee to assist it in establishing and assessing target total compensation levels, as well as target compensation levels for individual components of compensation, for our executive officers. The inputs used to identify the peer group companies reflect the Global Industry Classification Standard and the determination of such companies included review of companies traded on major U.S. stock exchanges, companies classified in the health care equipment and health care services industries, and revenue. In addition to business and size considerations, the assessment also included a review and consideration of proxy advisor peers and M&A activity among the prior year’s peer group. Our worldwide revenue for 2024 was approximately $940 million, which included the effect of net sales recognition of approximately $30 million related to the accounting treatment associated with our Tandem Choice Program. The revenue for our 2025 peer group companies generally fell within a range of approximately 0.5x to 2.5x our projected 2025 revenue, which was at the median of the peer group. However, not every company in our 2025 peer group satisfied each criterion and the Committee applied its judgment and experience in making final determinations for the companies included in the peer group. For example, Dexcom exceeded our target criteria range, but the Committee determined that it should be included in our 2025 peer group because of its strong similarities to our business operations and industry. Following WTW’s review and discussion with the Committee, no changes were made to our peer group from 2024 to 2025. Based on the factors discussed above, our 2025 peer group comprised the 18 companies listed below:

  37. Peer Group

    | AngioDynamics (ANGO) | Glaukos (GKOS) | Inspire Medical Systems (INSP) | Nevro (NVRO) | | Artivion (AORT) | Globus Medical (GMED) | Insulet (PODD) | QuidelOrtho (QDEL) | | AtriCure (ATRC) | Haemonetics (HAE) | iRhythm Technologies (IRTC) | STAAR Surgical (STAA) | | CONMED (CNMD) | ICU Medical (ICUI) | LivaNova PLC (LIVN) | | | Dexcom (DXCM) | Inogen (INGN) | Masimo (MASI) | |

  38. Peer Group

    We consider these companies to be our peers solely for executive and director compensation comparison purposes.

  39. BASE SALARY

    BASE SALARY The purpose of this element is to provide a fixed compensation amount to each NEO in return for performance of core job responsibilities. We pay base salaries to attract and retain executives with the necessary experience to contribute to our future growth and success. The Committee establishes base salaries after reviewing peer group compensation data and considering a number of the other factors discussed above, including each executive officer’s title and responsibility level, tenure with us, individual performance and business experience. Salaries are reviewed and potentially adjusted at least annually. In 2025, our NEOs received base salary increases ranging between 3% and 8%. NEOs receiving a 3% increase, reflected a merit increase. Increases greater than 3% reflect market adjustments for NEOs who were below the 50th percentile of our peer group. An 8% increase was awarded to our CEO, John Sheridan, which brought him to approximately 5% below the 50th percentile of our peer group. Adjustments of 8% were also awarded to executive vice presidents Leigh Vosseller and Mark Novara, our CFO and CCO, respectively, who also fell below the targeted 50th percentile of our peer group. These increases took into consideration that no salary increases were provided to NEOs in 2023, and a 3% merit increase was provided in 2024 even though it did not fully align the NEOs to our target market. This decision reflects our commitment to driving sustained revenue growth and improving profitability, while modernizing our commercial operations, delivering new technology and reshaping our business model.

  40. SHORT-TERM CASH INCENTIVE PROGRAM

    SHORT-TERM CASH INCENTIVE PROGRAM We provide short-term incentives to reward executives for achieving pre-established financial and strategic goals that the Committee believes are critical to our short-term success and the creation of long-term stockholder value. Target short-term incentive opportunities are expressed as a percent of base salaries and reviewed as part of the Committee’s annual compensation analysis, which includes an assessment of each NEO’s title and level of responsibility, and perceived ability to impact overall Company results.

  41. 2025 SHORT-TERM CASH INCENTIVE PROGRAM TARGETS

    2025 SHORT-TERM CASH INCENTIVE PROGRAM TARGETS In 2025, no changes were made to the short-term incentive bonus percentage targets for the NEOs compared to 2024. The 2025 base salary, target bonus percentage and target cash bonus amount for each NEO was generally shown to be in alignment with benchmark data at the 50th percentile, and is set forth in the table below:

  42. 2025 SHORT-TERM CASH INCENTIVE PROGRAM TARGETS

    | Name | 2025 Base Salary | Target Bonus Percentage | Target Cash Bonus | | John Sheridan | $790,583 | 100% | $790,583 | | Leigh Vosseller | $486,220 | 60% | $291,732 | | Elizabeth Gasser | $463,710 | 60% | $278,226 | | Shannon Hansen | $463,710 | 60% | $278,226 | | Mark Novara | $486,220 | 60% | $291,732 |

  43. 2025 SHORT-TERM CASH INCENTIVE PROGRAM SUMMARY AND RESULTS

    2025 SHORT-TERM CASH INCENTIVE PROGRAM SUMMARY AND RESULTS The 2025 short-term cash incentive program is referred to as our 2025 Cash Bonus Plan. The 2025 Cash Bonus Plan was designed to reward plan participants for their contributions to our achievement of pre-established financial performance objectives, a product development objective, and a customer-related objective for 2025. Based on stockholder feedback, our plan design has three components with minimum and outperformance thresholds for each component of the plan. In addition, payments for outperformance achievements are capped at 200% for each component of the plan. The metrics were approved by the Committee as representative measures of overall corporate performance for the fiscal year in February 2025 and were consistent with the 2025 budget approved by our board of directors at that time. These metrics were determined to be appropriately rigorous as an interim step toward meeting our longer-term growth and financial objectives.

  44. 2025 Cash Bonus Plan Components and Weighting

    2025 Cash Bonus Plan Components and Weighting

  45. 2025 Cash Bonus Plan Components and Weighting

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  46. 2025 Cash Bonus Plan Components and Weighting

    | Compensation Discussion and Analysis | |

  47. 2025 Cash Bonus Plan Components and Weighting

    The goals associated with each component of the 2025 Cash Bonus Plan were set at the beginning of the year, and the Company’s performance against these goals was reviewed with the Committee periodically throughout 2025. For the financial performance objectives, a minimum threshold of 90% of the revenue target had to be achieved for 50% bonus to be earned. For achievement of 110% or greater of the revenue target, up to 200% of the bonus may be earned. For the portion of the cash bonuses that relates to product development, multiple new product launches, in the United States and internationally, must begin in 2025. In addition, there is a predefined number of product launches serving as a minimum threshold for achieving 50% payout and outperformance threshold for achieving up to 200% payout under this component of the plan. For the portion of the cash bonuses that relates to customer satisfaction, an annual metric must be achieved with predefined metrics serving as a minimum threshold for achieving 50% payout and outperformance threshold for achieving up to 200% payout under this component of the plan. The following table shows each of the components of the 2025 Cash Bonus Plan, their respective weightings, our level of achievement for each component as determined by the Committee, and the calculation of the payout for each component:

  48. 2025 Cash Bonus Plan Components and Weighting

    | Component | Weighting | Metrics | Level Earned Compared to Target | Weighted % of Total Payout | | Financial Performance Objective | 80% | Worldwide revenue target of $1.054B | 81% | 65% | | Product Development Objective | 10% | Commence the launch of 4 new products, including 2 global releases | 100% | 10% | | Customer Satisfaction Objective | 10% | Actual customer satisfaction key performance indicator score compared to target | 120% | 12% | | Payout Percentage Under 2025 Cash Bonus Plan | | | | 87% |

  49. 2025 Cash Bonus Plan Components and Weighting

    Our product development achievements in 2025, include but are not limited to commercial milestones relating to Control-IQ+ technology, t:slim integration with FreeStyle Libre 3 Plus, and Android control for Tandem Mobi, along with other web and app based offerings. We consider our product availability by geography to be commercially sensitive and so further detail is not being disclosed relating to our product development objective achievement. We also consider our targeted customer satisfaction indicator score to be commercially sensitive, and so are not disclosing further detail on our achievement of this objective due to risk of competitive harm. Based on the level of achievement for each component of the 2025 Cash Bonus Plan, the Committee approved cash bonuses to our NEOs in March 2026 in the amounts set forth in the table below:

  50. 2025 Cash Bonus Plan Components and Weighting

    | Name | Total 2025 Cash Bonus (1) | | John Sheridan | $674,090 | | Leigh Vosseller | $269,474 | | Elizabeth Gasser | $240,158 | | Shannon Hansen | $237,600 | | Mark Novara | $269,474 |

  51. 2025 Cash Bonus Plan Components and Weighting

    1)Bonus calculations are based on 2025 salaries paid. The performance-based cash bonuses paid to our NEOs under the 2025 Cash Bonus Plan were directly aligned with our financial performance and the achievement of critical strategic and operational objectives. Overall, the Committee believes the cash bonuses reflect our strong pay-for-performance philosophy.

  52. 2025 Cash Bonus Plan Components and Weighting

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  53. 2025 Cash Bonus Plan Components and Weighting

    | Compensation Discussion and Analysis | |

  54. LONG-TERM INCENTIVE EQUITY COMPENSATION PROGRAM

    LONG-TERM INCENTIVE EQUITY COMPENSATION PROGRAM We leverage long-term incentive (LTI) equity as a component of our executive compensation program to align the interests of our executives with those of our stockholders by tying a meaningful portion of total compensation to increases in the value of our Company through the grant of equity-based awards. The executives’ interests are aligned with those of our stockholders because as the value of our Company increases over time, the value of the executives’ equity grants increases as well. The Committee also believes that granting equity awards that vest upon the achievement of long-term performance metrics supports our pay-for-performance philosophy, while granting equity awards that vest over time promotes the retention of our executives.

  55. Long-Term Incentive Equity Progression

    Long-Term Incentive Equity Progression Our board of directors and stockholders approved our 2023 Long-Term Incentive Plan, as amended (2023 Plan), which allows for the issuance of equity awards to our officers, directors and employees in the form of stock options, restricted stock awards, stock appreciation rights, and restricted stock units (RSUs). Since 2019, the Compensation Committee has continued to evolve the long-term incentive equity programs for our NEOs to reflect incentives aligned with the Company’s maturation and evolving governance practices in response to stockholder feedback. The Committee plans to continue to evaluate and change its compensation practices when appropriate, while attracting, motivating and retaining top executive talent who are dedicated to the future growth and success of our business. A summary of our LTI evolution is provided in the below table.

  56. Long-Term Incentive Equity Progression

    | Year | LTI Plan Evolution | | 2019 | Issued predetermined, fixed share-denominated option awards | | 2020 | Began issuing value-denominated equity awards | | 2021 | Introduced PSUs, in addition to RSUs and options | | 2022 | Increased PSU weighting, ceased granting options | | 2023 | Further increased the weighting of CEO’s PSU component and included a TSR metric based on stockholder feedback | | 2024 | Further increased the weighting of the PSU components for our non-CEO NEOs plan to align with our CEO’s plan, and included a TSR metric for a portion of the NEO’s PSU targets. | | 2025 | Increased the weighting of the TSR metric for the PSU component of our CEO and other NEOs |

  57. Long-Term Incentive Equity Progression

    The Committee considered these allocations appropriate, as performance-orientation is reflected in PSUs (which only have value if the Company achieves certain predetermined goals), while grants of RSUs allow the program to support retention throughout a full business cycle. When determining the type, number and value of equity awards to be granted to each executive, the Committee generally considers several factors, including WTW’s analysis based on data from our peer group companies, the role and level of responsibility of the executive, the executive’s tenure with us, survey information regarding the level of equity ownership by executives with similar titles and levels of responsibility, and other compensation survey data. The Committee also takes into account our achievement of significant milestones during the period prior to the grant date, such as revenue growth achievement, completing or receiving regulatory clearance or approval to commercialize products.

  58. Outstanding Performance-Based Awards Summary

    Outstanding Performance-Based Awards Summary The following Performance-Based Awards table summarizes the outstanding PSUs granted to our NEOs. In February 2025, the Committee evaluated the Company’s performance against 3-year PSU targets established in early 2023 to align executive interests with company performance. These targets included a targeted revenue compound annual growth rate (CAGR) from the prior 3-year period and target total shareholder return (TSR) compared to the Russell 3000 index that tracks the performance of the 3,000 largest publicly traded companies in the United States. Following the

  59. Outstanding Performance-Based Awards Summary

    | Performance-Based Awards | Number of Performance Stock Units (#) | | Non-vested shares outstanding at December 31, 2022 | 79,336 | | Granted | 110,074 | | Vested/Earned | — | | Forfeited | (25,888) | | Non-vested shares outstanding at December 31, 2023 | 163,522 | | Granted | 140,893 | | Vested/Earned(1) | (60,391) | | Forfeited(1) | (10,823) | | Non-vested shares outstanding at December 31, 2024 | 233,201 | | Granted | 280,374 | | Vested/Earned | — | | Forfeited(2) | (92,308) | | Non-vested shares outstanding at December 31, 2025 | 421,267 |

  60. Outstanding Performance-Based Awards Summary

    1)PSUs granted in 2021 and 2022 were measured and earned as of December 31, 2024, and released in February 2025 (the vest date). PSUs forfeited in 2024 were related to the measurement of awards as of December 31, 2024. 2)PSUs forfeited in 2025 were related to the measurement of awards as of December 31, 2025.

  61. 2025 LTI Equity Compensation Program

    2025 LTI Equity Compensation Program In May 2025, in light of the various factors described above, and based on data provided by WTW, the Committee approved equity award values to each of our NEOs as set forth in the table below. Mr. Sheridan’s targeted total LTI award value was determined by the Committee to be $3 million. Mr. Sheridan asked the Committee to allocate approximately $300,000 to other executive officers, including $100,000 to Ms. Gasser and $100,000 to Ms. Hansen in recognition that they joined the Company shortly before a period of significant stock decline which resulted in their total equity value falling below targeted levels. Mr. Sheridan made this request to help reduce the Company’s overall stock-based compensation and burn rate.

  62. 2025 LTI Equity Compensation Program

    | Name | Aggregate Value of Performance Stock Units ($) | Aggregate Number of Performance Stock Units (#) | Aggregate Value of Restricted Stock Units ($) | Aggregate Number of Restricted Stock Units (#) | | John Sheridan | $2,668,978 | 119,204 | $2,669,022 | 119,206 | | Leigh Vosseller | $704,972 | 31,486 | $705,016 | 31,488 | | Elizabeth Gasser | $514,970 | 23,000 | $515,015 | 23,002 | | Shannon Hansen | $514,970 | 23,000 | $515,015 | 23,002 | | Mark Novara | $704,972 | 31,486 | $705,016 | 31,488 |

  63. 2025 LTI Equity Compensation Program

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  64. 2025 LTI Equity Compensation Program

    | Compensation Discussion and Analysis | |

  65. 2025 LTI Equity Compensation Program

    PSUs have a grant date fair value of $19.82 per share for our Adjusted EBITDA (see definition in Executive Compensation Tables section) margin improvement goal and a grant date fair value of $30.60 per share for our TSR goal relative to our peer group. These awards vest based on a three-year criteria that correlates with the year-end 2027 goals. The PSUs will be measured at the end of 2027 and released in 2028, if the vesting criteria are achieved. Each of the RSUs has a grant date fair value of $19.82 per share and vests over a period of 36 months, with 33% of the shares vesting on the 15th of the month corresponding to the anniversary of the grant date, and the remaining 67% of the shares vesting in equal quarterly installments over the remaining 24 months, subject to continued employment and the terms of the 2023 Plan. When establishing the plan design for the PSUs issued as part of our 2025 LTI equity program, the Committee identified that delivering Adjusted EBITDA growth was a key driver of long-term stockholder value, and in support of the Company’s additional priorities to improve profitability. We consider the Adjusted EBITDA targeted to be commercially sensitive, and so are not disclosing the forward-looking goal due to risk of competitive harm, but will disclose the number retrospectively following the close of the performance period. The PSU component of our 2025 LTI plan is as follows:

  66. 2025 LTI Equity Compensation Program

    | Target Metric | CEO Weighting | Other NEO Weighting | | Adjusted EBITDA margin in fiscal year 2027 | 50% | 50% | | TSR performance compared to the Russell 3000 index in the three-year period between 2025 and 2027 | 50% | 50% |

  67. 2025 LTI Equity Compensation Program

    Performance determination for CEO and all other NEOs under the 2025 LTI plan is as follows:

  68. 2025 LTI Equity Compensation Program

    | Gross Margin in the fiscal year ending 2026 | Payout Factor* | | Maximum | 200% | | Target 2027 Adjusted EBITDA Margin | 100% | | Threshold | 50% | | Below Threshold | —% |

  69. 2025 LTI Equity Compensation Program

    *The payout factor is prorated on a straight-line basis (i.e., by linear interpolation) for performance that falls between the performance targets set forth in the table above. The payout factor cannot exceed 200%.

  70. 2025 LTI Equity Compensation Program

    | TSR performance compared to the Russell 3000 index in the three-year period between 2025 and 2027 | Performance as a Percent to Target | Payout Factor* | | Maximum | 75th percentile rank | 200% | | Tandem Diabetes Care TSR Performance | 50th percentile rank | 100% | | Threshold | 25th percentile rank | 50% | | Below Threshold | Less than 25th percentile rank | —% |

  71. 2025 LTI Equity Compensation Program

    *The payout factor is prorated on a straight-line basis (i.e., by linear interpolation) for performance that falls between the performance targets set forth in the table above. The payout factor cannot exceed 200%.

  72. STOCK INCENTIVE PLANS

    STOCK INCENTIVE PLANS As of December 31, 2025, the number of shares reserved for issuance, number of shares issued, number of shares underlying outstanding stock options, weighted-average exercise price of outstanding options, and number of shares remaining available for future issuance under our 2013 Stock Incentive Plan (2013 Plan) and 2023 Plan are set forth in the table below. For fiscal year 2025, our three-year average burn rate was 3.3% calculated in accordance with the value adjusted burn rate methodology. In 2023, 2024 and 2025, we made changes to our grant practices to further reduce our use of shares. Historically, we had granted incentive equity to employees at all levels of the organization. In alignment with benchmark practices, we reduced the value of incentive equity grants or ceased granting incentive equity to certain employee levels in the organization. This change in practice is also in support of our goal to reduce stock-based compensation expense, which was demonstrated by a 9% reduction year over year. As of December 31, 2025, the number of shares reserved for issuance, number of shares issued, and number of shares remaining available for future issuance under our 2013 Employee Stock Purchase Plan (ESPP), are also set forth in the table. We do not have any stock incentive plans that have not been approved by our stockholders.

  73. STOCK INCENTIVE PLANS

    | Name | Number of Shares Reserved for Issuance | Number of Shares Issued | Number of Shares Underlying Outstanding Awards | Weighted-Average Exercise Price of Outstanding Options (per share) | Number of Shares Remaining Available for Future Issuance | | 2013 Plan | 11,725,694 | 6,766,980 | 2,832,605 | $52.70 | — | | 2023 Plan | 5,602,184 | 1,351,676 | 3,613,481 | N/A | 637,027 | | ESPP | 5,264,725 | 3,331,074 | — | N/A | 1,933,651 |

  74. 2013 Stock Incentive Plan

    2013 Stock Incentive Plan Our 2013 Plan was originally approved by our board of directors and our stockholders in November 2013 and was amended in May 2018 and May 2020. There were no shares of our Common Stock reserved for issuance under our 2013 Plan as of December 31, 2025. As of December 31, 2025, 2,832,605 shares of our Common Stock were underlying outstanding awards under our 2013 Plan.

  75. 2023 Long-Term Incentive Plan

    2023 Long-Term Incentive Plan Our board of directors adopted, and in May 2023 our stockholders approved, our 2023 Plan. Our 2023 Plan provides us flexibility with respect to our ability to attract and retain the services of qualified employees, officers, directors, consultants and other service providers upon whose judgment, initiative and efforts the successful conduct and development of our business depends, and to provide additional incentives to such persons to devote their effort and skill to the advancement of our Company, by providing them an opportunity to participate in the ownership of our Company and thereby have an interest in its success and increased value. In April 2024, our board of directors adopted, and in May 2024 our stockholders approved, an amendment to our 2023 Plan. In March 2026, our board of directors adopted an amendment to our 2023 Plan and in this proxy statement we are asking our stockholders to approve the amendment to the 2023 Plan at the Annual Meeting. Our board of directors believes that granting long-term incentives in the form of equity-based awards is crucial for promoting our long-term

  76. 2023 Long-Term Incentive Plan

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  77. 2023 Long-Term Incentive Plan

    | Compensation Discussion and Analysis | |

  78. 2023 Long-Term Incentive Plan

    financial growth and stability, thereby enhancing stockholder value. As of December 31, 2025, 3,613,481 shares of our Common Stock were underlying outstanding awards under our 2023 Plan.

  79. EMPLOYMENT AGREEMENTS

    EMPLOYMENT AGREEMENTS We have not entered into employment agreements detailing any guaranteed term of employment or future compensation, beyond their offer letter for employment, with any of our current executive officers.

  80. EMPLOYMENT SEVERANCE AGREEMENTS

    EMPLOYMENT SEVERANCE AGREEMENTS Our board of directors has approved employment severance agreements with all of our senior management personnel, including each of our NEOs. Our board of directors believes it is important to provide our executive officers with severance benefits under limited circumstances to provide them with enhanced financial security and sufficient incentive and encouragement to remain employed by us in the event of a potential change-in-control transaction. Under the terms of each of the severance agreements, if within three months before or 12 months following a change of control (as defined in the severance agreements), the executive officer’s employment is terminated as a result of (i) an involuntary termination or (ii) a resignation for good reason (each as defined in the severance agreements), then the executive will continue to receive salary at the salary amount in effect at the time of such termination (less applicable withholdings and deductions) for the applicable severance period beginning immediately following such termination, as well as the executive’s target bonus for the year in which the termination occurs. The executive will also vest in and have the right to exercise all outstanding options, restricted stock awards and stock appreciation rights (SARs) (in each case, as applicable) that were unvested as of the date of such termination. Additionally, all of our repurchase rights with respect to any vested and unvested restricted stock will lapse and any right to repurchase any of our Common Stock will terminate. If, within 12 months following a change of control, the executive officer’s employment is terminated as a result of voluntary resignation, termination for cause, disability or death, then the executive officer will not be entitled to receive severance change of control benefits except for those as may be established under our then-existing severance and benefit plans and practices or under other written agreements between us and such executive officer. Under the terms of each of the severance agreements, upon the termination of the executive officer’s employment for any reason, we will pay the executive: •Any unpaid base salary due for periods prior to the termination date; and •All expenses reasonably and necessarily incurred and submitted on proper expense reports in connection with our business before the termination date. The severance agreements are substantially identical for each of our current NEOs except that the severance period for Mr. Sheridan is 24 months and the severance period for each of the other NEOs is 18 months. The benefits payable under the severance agreements may be immediately terminated in certain circumstances, including the unauthorized use by an executive officer of our material confidential information or any prohibited or unauthorized competitive activity undertaken by an executive officer.

  81. EMPLOYMENT SEVERANCE AGREEMENTS

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  82. EMPLOYMENT SEVERANCE AGREEMENTS

    | Compensation Discussion and Analysis | |

  83. EMPLOYMENT SEVERANCE AGREEMENTS

    Executive Compensation Tables

  84. SUMMARY COMPENSATION TABLE

    SUMMARY COMPENSATION TABLE The following table provides a summary of the compensation of our NEOs for the fiscal years ended December 31, 2025, 2024, and 2023, as applicable:

  85. SUMMARY COMPENSATION TABLE

    | Name and Principal Position | Year | Salary ($) | Stock Awards ($)(3) | Option Awards ($)(4) | Non-Equity Incentive Plan Compensation ($)(5) | All Other Compensation ($)(6) | Total ($) | | John Sheridan President and Chief Executive Officer | 2025 | $790,583 | $5,367,796 | $— | $674,090 | $26,034 | $6,858,503 | | | 2024 | $732,021 | $7,132,756 | $— | $650,021 | $11,440 | $8,526,238 | | | 2023 | $710,700 | $3,663,250 | $— | $266,513 | $11,140 | $4,651,603 | | Leigh Vosseller Executive Vice President, Chief Financial Officer and Treasurer | 2025 | $486,220 | $1,417,854 | $— | $269,474 | $8,346 | $2,181,894 | | | 2024 | $450,203 | $1,783,115 | $— | $239,863 | $6,900 | $2,480,081 | | | 2023 | $437,091 | $707,727 | $— | $98,345 | $7,946 | $1,251,109 | | Elizabeth Gasser Executive Vice President, Chief Strategy and Product Officer | 2025 | $463,710 | $1,035,730 | $— | $240,158 | $8,346 | $1,747,944 | | | 2024 | $450,203 | $1,307,627 | $— | $239,863 | $7,778 | $2,005,471 | | | 2023 | $437,091 | $707,727 | $— | $98,345 | $7,478 | $1,250,641 | | Shannon Hansen(1) Executive Vice President, Chief Legal, Privacy and Compliance Officer and Secretary | 2025 | $463,710 | $1,035,730 | $— | $237,600 | $10,861 | $1,747,901 | | Mark Novara(2)(6) Executive Vice President, Chief Commercial Officer | 2025 | $486,220 | $1,417,854 | $— | $269,474 | $31,064 | $2,204,612 | | | 2024 | $450,203 | $90,716 | $— | $239,863 | $21,963 | $802,745 | | | 2023 | $57,480 | $2,547,354 | $— | $11,348 | $100,773 | $2,716,955 |

  86. SUMMARY COMPENSATION TABLE

    1)Ms. Hansen has served as the Company’s Executive Vice President, Chief Legal, Privacy & Compliance Officer and Secretary since April 2024, and as the Company’s Chief Legal, Privacy & Compliance Officer and Secretary since August 2023. Ms. Hansen was not considered an NEO before 2025. 2)Mr. Novara joined the Company in November 2023. 3)Amounts listed reflect the grant date fair value of stock awards granted during 2025, 2024 and 2023 calculated in accordance with FASB ASC 718, including the value of granted restricted stock units as well as performance stock units not yet deemed earned. In particular, amounts in the “Stock Awards” column include the grant date fair value of PSUs granted to our named executive officers, assuming that the target level of the Corporate Performance Metric was probable of being achieved on the date of grant. The value of the PSUs granted during 2025 assuming achievement of the maximum performance level of 200% would be: Mr. Sheridan—$6,010,266; Ms. Vosseller—$1,587,524; Ms. Gasser—$1,159,660; Ms. Hansen—$1,159,660; and Mr. Novara—$1,587,524. These amounts do not necessarily reflect the dollar amounts of compensation actually realized, or that may be realized, by our NEOs with respect to the PSUs. 4)Amounts listed reflect the grant date fair value of certain options awarded to each of our NEOs calculated in accordance with FASB ASC 718 (without regard to estimates of forfeitures related to service-based vesting). Information regarding assumptions made in valuing the stock option awards can be found in Note 8 of the “Notes to Financial Statements” included in Item 8 of our Annual Report. The amounts disclosed do not necessarily reflect the dollar amounts of compensation actually realized, or that may be realized, by our NEOs with respect to the options. 5)Amounts listed reflect the amounts earned and paid under the cash bonus plan for the respective years stated, based on our achievement related to certain pre-established financial performance objectives, product development milestones and customer-related objectives for 2025, 2024 and 2023. Our 2025 Cash Bonus Plan is described in the section of this Proxy Statement entitled “Compensation Discussion and Analysis - 2025 Short-Term Cash Incentive Program Summary and Results.” 6)During fiscal year 2025, Mr. Sheridan and Mr. Novara participated in our incentive award trip for selected members of our executive and sales teams. The amounts listed for Mr. Sheridan and Mr. Novara include the incremental costs of meals, entertainment and other expenses of $6,005 and $14,873, respectively, as well as statutory tax with respect to the imputed income associated with the trip of $6,205 and $7,845, respectively. The remaining amounts for each of our NEOs reflect the value of premiums paid by us for group term life insurance for the benefit of our NEOs and matching contributions on the NEO’s behalf under our 401(k) Plan as listed in the table below.

  87. SUMMARY COMPENSATION TABLE

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  88. SUMMARY COMPENSATION TABLE

    | Compensation Discussion and Analysis | |

  89. SUMMARY COMPENSATION TABLE

    | Name | Other Travel Expenses | Group Term Life Insurance | 401(k) Employer Contributions | 2025 All Other Compensation | | John Sheridan | $12,210 | $6,824 | $7,000 | $26,034 | | Leigh Vosseller | $— | $1,346 | $7,000 | $8,346 | | Elizabeth Gasser | $— | $1,346 | $7,000 | $8,346 | | Shannon Hansen | $— | $3,861 | $7,000 | $10,861 | | Mark Novara | $22,718 | $1,346 | $7,000 | $31,064 |

  90. GRANTS OF PLAN-BASED AWARDS

    GRANTS OF PLAN-BASED AWARDS The following table presents, for each of our NEOs, information concerning grants of plan-based awards made during the fiscal year ended December 31, 2025. This information supplements the information about these awards set forth in the Summary Compensation Table above.

  91. GRANTS OF PLAN-BASED AWARDS

    | Name | Grant Date(3) | Estimated Possible Payouts Under 2025 Cash Bonus Plan($)(1) | | | Estimated Possible Payouts Under Equity Incentive Plan Awards(#)(2) | | | All Other Stock Awards: Number of RSUs Granted (#)(3) | Grant Date Fair Value of Stock Awards ($)(4) | | | | Minimum(4) | Target | Maximum | Threshold | Target | Maximum | | | | John Sheridan | 5/30/2025 | $— | $790,583 | $1,581,166 | 59,602 | 119,204 | 238,408 | 119,206 | $5,367,796 | | Leigh Vosseller | 5/30/2025 | $— | $291,732 | $583,464 | 15,743 | 31,486 | 62,972 | 31,488 | $1,417,854 | | Elizabeth Gasser | 5/30/2025 | $— | $278,226 | $556,452 | 11,500 | 23,000 | 46,000 | 23,002 | $1,035,730 | | Shannon Hansen(5) | 5/30/2025 | $— | $278,226 | $556,452 | 11,500 | 23,000 | 46,000 | 23,002 | $1,035,730 | | Mark Novara | 5/30/2025 | $— | $291,732 | $583,464 | 15,743 | 31,486 | 62,972 | 31,488 | $1,417,854 |

  92. GRANTS OF PLAN-BASED AWARDS

    1)Amounts listed reflect the target and maximum amount of payouts under the 2025 Cash Bonus Plan. The 2025 Cash Bonus Plan was designed to reward plan participants for their individual contributions to our achievement of pre-established financial performance objectives and significant product development milestones and customer-related objectives for 2025. The actual amounts paid to our NEOs pursuant to the plan are set forth in the Summary Compensation Table above. For more information about the terms of the 2025 Cash Bonus Plan, including the calculation of the actual amounts paid pursuant to the plan, please see the section of this Proxy Statement entitled “Compensation Discussion and Analysis - 2025 Short-Term Cash Incentive Program Summary and Results.” 2)For more information about PSU equity awards granted in 2025, please see the section of this Proxy Statement entitled “Compensation Discussion and Analysis - 2025 LTI Equity Compensation Program.” 3)Amounts listed reflect the RSU awards granted to our NEOs in 2025. Each of these RSUs vest over a period of 36 months, with 33% of the shares vesting on the date that is 12 months following the date of grant, and the remaining 67% of the shares vesting in equal quarterly installments over the remaining 24 months. For more information about equity awards granted in 2025, please see the section of this Proxy Statement entitled “Compensation Discussion and Analysis - 2025 LTI Equity Compensation Program.” 4)Amounts listed reflect the grant date fair value of the stock awards (RSUs and PSUs) granted to each of our NEOs in 2025, calculated in accordance with FASB ASC 718. RSUs and PSUs have a grant fair value equal to the closing price of our Common Stock on the date of grant. Refer to Note 2, “Summary of Significant Accounting Policies” in the 2025 Annual Report for valuation assumptions on PSU awards. 5)Ms. Hansen has served as the Company’s Executive Vice President, Chief Legal, Privacy & Compliance Officer and Secretary since April 2024, and as the Company’s Chief Legal, Privacy & Compliance Officer and Secretary since August 2023.

  93. GRANTS OF PLAN-BASED AWARDS

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  94. GRANTS OF PLAN-BASED AWARDS

    | Compensation Discussion and Analysis | |

  95. OUTSTANDING EQUITY AWARDS AT FISCAL YEAR END

    OUTSTANDING EQUITY AWARDS AT FISCAL YEAR END The following two tables summarize the outstanding RSU, PSU and stock option awards held by our NEOs as of December 31, 2025:

  96. OUTSTANDING EQUITY AWARDS AT FISCAL YEAR END

    | | Restricted Stock Units | | | Performance Stock Units | | | Name | Grant Date(1) | Number of Shares That Have Not Vested(#) | Market Value of Shares That Have Not Vested($)(2) | Equity Incentive Plan Awards: Number of Unearned Shares That Have Not Vested(#) | Equity Incentive Plan Awards: Market Value of Unearned Shares That Have Not Vested($)(3) | | John Sheridan | 5/25/2023 | 10,943 | $240,527 | — | $— | | | 5/23/2024 | 35,894 | $788,950 | 71,787 | $1,577,878 | | | 5/30/2025 | 119,206 | $2,620,148 | 119,204 | $2,620,104 | | Leigh Vosseller | 5/25/2023 | 3,006 | $66,072 | — | $— | | | 5/23/2024 | 8,973 | $197,227 | 17,946 | $394,453 | | | 5/30/2025 | 31,488 | $692,106 | 31,486 | $692,062 | | Elizabeth Gasser | 5/25/2023 | 3,006 | $66,072 | — | $— | | | 5/23/2024 | 6,581 | $144,650 | 13,160 | $289,257 | | | 5/30/2025 | 23,002 | $505,584 | 23,000 | $505,540 | | Shannon Hansen | 2/15/2022 | 531 | $11,671 | NA | NA | | | 5/25/2023 | 2,874 | $63,171 | NA | NA | | | 5/23/2024 | 6,581 | $144,650 | 13,160 | $289,257 | | | 5/30/2025 | 23,002 | $505,584 | 23,000 | $505,540 | | Mark Novara | 12/15/2023 | 29,658 | $651,883 | N/A | N/A | | | 5/23/2024 | 457 | $10,045 | 913 | $20,068 | | | 5/30/2025 | 31,488 | $692,106 | 31,486 | $692,062 |

  97. OUTSTANDING EQUITY AWARDS AT FISCAL YEAR END

    1)RSUs vest over a 36-month period from the date of grant as follows: 33% shall vest 12 months from the grant date, and the remaining balance shall vest in eight quarterly installments thereafter. 2)The market value of unvested RSU awards as of December 31, 2025 is calculated by multiplying the number of shares subject to such awards by the closing price of our Common Stock on December 31, 2025, which was $21.98. 3)Represents PSUs granted, the market value of which is calculated by multiplying the number of shares subject to such awards by the closing price of our Common Stock on December 31, 2025, which was $21.98. PSUs granted in 2023 have a measurement date of December 31, 2025, PSUs granted in 2024 have a measurement date of December 31, 2026 and, PSUs granted in 2025 have a measurement date of December 31, 2027.

  98. OUTSTANDING EQUITY AWARDS AT FISCAL YEAR END

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  99. OUTSTANDING EQUITY AWARDS AT FISCAL YEAR END

    | Compensation Discussion and Analysis | |

  100. OUTSTANDING EQUITY AWARDS AT FISCAL YEAR END

    | | Option Awards(1) | | | | | Name | Number of Securities Underlying Unexercised Options Exercisable(#) | Number of Securities Underlying Unexercised Options Unexercisable(#) | Option Exercise Price ($)(2) | Option Expiration Date(3) | | John Sheridan | 8,460 | — | $69.50 | 2/16/2026 | | | 63,000 | — | $18.86 | 6/14/2028 | | | 105,000 | — | $51.50 | 2/15/2029 | | | 105,000 | — | $48.36 | 2/25/2029 | | | 30,272 | — | $82.34 | 5/27/2030 | | | 38,733 | — | $81.63 | 5/18/2031 | | | 40,288 | — | $65.28 | 5/25/2032 | | Leigh Vosseller | 3,390 | — | $69.50 | 2/16/2026 | | | 6,780 | — | $23.00 | 12/16/2026 | | | 2,340 | — | $9.00 | 5/17/2027 | | | 15,160 | — | $18.86 | 6/14/2028 | | | 105,000 | — | $51.50 | 2/15/2029 | | | 15,012 | — | $82.34 | 5/27/2030 | | | 7,940 | — | $81.63 | 5/18/2031 | | | 8,544 | — | $65.28 | 5/25/2032 | | Elizabeth Gasser | 20,717 | — | $89.54 | 2/18/2030 | | | 8,314 | — | $82.34 | 5/27/2030 | | | 7,940 | — | $81.63 | 5/18/2031 | | | 8,544 | — | $65.28 | 5/25/2032 |

  101. OUTSTANDING EQUITY AWARDS AT FISCAL YEAR END

    1)The Company ceased granting stock options as part of its long-term incentive plan in 2022. As a result, Mark Novara, who was hired in 2023, and Shannon Hansen, who was promoted in April 2024, are excluded from the table above. 2)Stock options are granted with an exercise price equal to the closing price of our Common Stock on the grant date. 3)The expiration date of the option awards is ten years from the date of grant.

  102. OUTSTANDING EQUITY AWARDS AT FISCAL YEAR END

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  103. OUTSTANDING EQUITY AWARDS AT FISCAL YEAR END

    | Compensation Discussion and Analysis | |

  104. OPTION EXERCISES AND STOCK VESTED AT FISCAL YEAR END

    OPTION EXERCISES AND STOCK VESTED AT FISCAL YEAR END

  105. OPTION EXERCISES AND STOCK VESTED AT FISCAL YEAR END

    | | Option Awards | | Stock Awards | | | Name | Number of Shares Acquired on Exercise (#) | Value Realized on Exercise ($)(1) | Number of Shares Acquired on Vesting (#) | Value Realized on Vesting ($) | | John Sheridan | — | $— | 32,552 | $706,216 | | Leigh Vosseller | — | $— | 10,325 | $217,216 | | Elizabeth Gasser | — | $— | 6,324 | $133,757 | | Shannon Hansen | — | $— | 9,171 | $189,259 | | Mark Novara | — | $— | 15,628 | $290,990 |

  106. OPTION EXERCISES AND STOCK VESTED AT FISCAL YEAR END

    1)In accordance with applicable SEC rules, the amounts in this column reflect the aggregate dollar amount realized upon exercise of the options, determined by taking the difference between the market price of our Common Stock at exercise and the exercise price of the options.

  107. POTENTIAL PAYMENTS UPON CHANGE OF CONTROL

    POTENTIAL PAYMENTS UPON CHANGE OF CONTROL The following table summarizes the potential payments and benefits that would have been paid or provided to our NEOs if a termination of employment had occurred on December 31, 2025, provided that such termination was a result of an involuntary termination or a resignation for good reason and occurred within three months before or 12 months following a change of control. The amounts reflected in the table are in addition to amounts that would have been payable for accrued but unpaid base salary and reimbursement of expenses, all of which would be paid upon termination of employment for any reason. Except as noted above, no payments or benefits will be provided to our NEOs in connection with a termination of employment as a result of a voluntary resignation or a termination for cause.

  108. POTENTIAL PAYMENTS UPON CHANGE OF CONTROL

    | | Type of Payment or Benefit: | | | | Name | Severance(1) | Accelerated Stock Options(2) | Accelerated RSUs(2) | | John Sheridan | $3,162,332 | $— | $3,649,625 | | Leigh Vosseller | $1,166,928 | $— | $955,405 | | Elizabeth Gasser | $1,112,904 | $— | $716,306 | | Shannon Hansen | $1,112,904 | $— | $725,076 | | Mark Novara | $1,166,928 | $— | $1,354,034 |

  109. POTENTIAL PAYMENTS UPON CHANGE OF CONTROL

    1)Amount listed reflects 18 months’ worth of base salary plus target bonus for the year ended December 31, 2025 for each of Ms. Vosseller, Ms. Gasser, Ms. Hansen and Mr. Novara, and 24 months’ worth of base salary plus target bonus for the year ended December 31, 2025 for Mr. Sheridan. 2)Amount listed reflects acceleration of stock options and RSUs (excluding PSUs), based on the closing price of our Common Stock on December 31, 2025 of $21.98. As of December 31, 2025, there were no unvested stock options.

  110. POTENTIAL PAYMENTS UPON CHANGE OF CONTROL

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  111. POTENTIAL PAYMENTS UPON CHANGE OF CONTROL

    | Compensation Discussion and Analysis | |

  112. PAY RATIO DISCLOSURE

    PAY RATIO DISCLOSURE In accordance with applicable SEC rules, we determined that the 2025 annualized total compensation of the median compensated employee of all our employees who were employed as of November 1, 2025, other than our Chief Executive Officer, Mr. Sheridan, was $94,564. Mr. Sheridan’s 2025 annualized total compensation was $6,858,503. Among other items, total compensation includes base salary, cash incentive awards and equity-based compensation awards (valued based on the grant date fair value of awards granted during 2025), calculated as of December 31, 2025. As calculated in this manner, Mr. Sheridan’s 2025 annual total compensation was approximately 73 times that of the 2025 annualized total compensation of our median compensated employee. To identify the median compensated employee consistent with SEC rules, we used base salary for 2025 as a measure of annual total compensation. As of November 1, 2025, we had 2,396 full-time employees who were employed and not on leaves of absence, consisting of 2,298 U.S. employees, and 98 employees located in Canada and Europe. As permitted by applicable SEC rules, we did not include any of our 98 employees located outside the United States, consisting of less than 5% of our total employee population, pursuant to the de minimis exemption for foreign employees. Except for these foreign employees, we did not exclude from the calculation of the median employee any other employees pursuant to any other permitted exemptions. We did not apply any cost-of-living adjustments as part of the calculation. We believe the pay ratio is a reasonable estimate calculated in a manner consistent with applicable SEC rules based on our internal payroll and employment records and the methodology described above. However, because the SEC rules for identifying the median compensated employee and calculating the pay ratio based on that employee’s annual total compensation allow companies to adopt a variety of methodologies, to apply certain exclusions, and to make reasonable estimates and assumptions that reflect their compensation practices, the pay ratio reported by other companies (including other companies within our peer group) may not be comparable to the pay ratio reported above, as other companies may have different employment and compensation practices and may utilize different methodologies, exclusions, estimates and assumptions in calculating their own pay ratios.

  113. PAY RATIO DISCLOSURE

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  114. PAY RATIO DISCLOSURE

    | Compensation Discussion and Analysis | |

  115. PAY VERSUS PERFORMANCE TABLE

    PAY VERSUS PERFORMANCE TABLE The table below sets forth key pay versus performance metrics for the past four fiscal years. Compensation Actually Paid (CAP) does not represent the value of cash and shares of our Common Stock received by NEOs during the year, but rather is an amount calculated under SEC rules and includes year-over-year changes in the value of unvested equity-based awards. As a result of the calculation methodology required by the SEC, amounts under the caption CAP below differ from compensation actually received by our NEOs and the compensation decisions described in the “Compensation Discussion and Analysis” section above.

  116. PAY VERSUS PERFORMANCE TABLE

    | | | | | | 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 |

  117. PAY VERSUS PERFORMANCE TABLE

    1)John F. Sheridan, our Chief Executive Officer, was our Principal Executive Officer (PEO) for each year reported. 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 3)SEC rules require certain adjustments to be made to the Summary Compensation Table totals to determine CAP as reported in the table above. For purposes of the equity award adjustments shown below, no equity awards were cancelled due to a failure to meet vesting conditions. The following table details the adjustments that were made to determine the CAP for the PEO and the average for non-PEO NEOs in 2025:

  118. PAY VERSUS PERFORMANCE TABLE

    | 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 |

  119. PAY VERSUS PERFORMANCE TABLE

    *The valuation assumptions used to calculate fair values did not materially differ from those disclosed at the time of grant. 4)For the relevant fiscal year, represents the cumulative TSR of our Common Stock and the NASDAQ Health Care Index (IXHC) at the end of each fiscal year. TSR is determined based on the value of an initial fixed investment of $100 on December 31, 2020. 5)The dollar amounts reported represent the amount of net income (loss) reflected in the Company’s audited financial statements for the applicable year. 6)As required by Item 402(v) of Regulation S-K, we have determined that Sales is the Company-Selected Measure.

  120. PAY VERSUS PERFORMANCE TABLE

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  121. PAY VERSUS PERFORMANCE TABLE

    | Compensation Discussion and Analysis | |

  122. Performance Measures Used to Link Company Performance and Compensation Actually Paid to the NEOs

    Performance Measures Used to Link Company Performance and Compensation Actually Paid to the NEOs The most important financial performance measures used by the company to link CAP to the company’s NEOs for the most recently completed fiscal year to the company’s performance are set forth below. Please see the section entitled “Compensation Discussion and Analysis” for additional information regarding the metrics used in the Company’s executive compensation program.

  123. Performance Measures Used to Link Company Performance and Compensation Actually Paid to the NEOs

    | Most Important Performance Measures Used to Link CAP to Company Performance: | | Sales | | Gross Margin | | Adjusted EBITDA Margin* | | New Product Launch Timing | | Customer Satisfaction |

  124. Performance Measures Used to Link Company Performance and Compensation Actually Paid to the NEOs

    *EBITDA, Adjusted EBITDA, and Adjusted EBITDA Margin are non-GAAP financial measures. GAAP refers to accounting principles generally accepted in the United States of America. EBITDA is defined as net income (loss) excluding income taxes, interest and other non-operating items and depreciation and amortization. Adjusted EBITDA further adjusts to exclude non-cash stock-based compensation expense, acquired in-process research and development, adjustments for the Tandem Choice program and other one time or non-recurring items. In particular, from the launch of Tandem Choice Program in September 2022 through the end in February 2024, the Company deferred a portion of sales for each eligible t:slim X2 pump shipped in the United States. When a customer elected to participate in Tandem Choice, the Company recognized the existing deferral, incremental fees received and the associated costs of providing the new insulin pump at the time of fulfillment. The timing of recognition was based on either (a) an affirmative election to participate in Tandem Choice or (b) expiration of the right to participate at program expiration, provided all obligations under the Tandem Choice program were satisfied. Adjusted EBITDA Margin is calculated as Adjusted EBITDA divided by non-GAAP sales (GAAP sales excluding adjustments for Tandem Choice program). Please see the section entitled “Compensation Discussion and Analysis” for additional information regarding the metrics used in the Company’s executive compensation program. All information provided above under the “Pay Versus Performance” heading will not be deemed to be incorporated by reference in any filing of the Company under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, whether made before or after the date hereof and irrespective of any general incorporation language in any such filing, except to the extent the Company specifically incorporates such information by reference.

  125. DIRECTOR COMPENSATION OVERVIEW

    DIRECTOR COMPENSATION OVERVIEW Our director compensation program is intended to provide a total compensation package that enables us to attract and retain diverse, qualified and experienced individuals to serve as our directors, and to align our directors’ interests with those of our stockholders.

  126. DIRECTOR COMPENSATION PROGRAM FOR 2025

    DIRECTOR COMPENSATION PROGRAM FOR 2025 During 2025, our non-employee directors earned a cash retainer for service on our board of directors and an additional amount for service on each committee of which the director was a member. The Chair of our board of directors earned a higher annual retainer for such service (which was in lieu of, and not in addition to, director annual retainers), and the chair of each committee earned a higher annual retainer for such service (which was in lieu of, and not in addition to, member annual retainers). The annual cash retainers for directors and committee members were pro-rated based on the period of time during which service was provided during the year and generally were paid on a quarterly basis. Under the director compensation program, the annual fees non-employee directors earned for service on our board of directors, and for service on each committee of our board of directors of which the director was a member, during 2025 were as follows:

  127. DIRECTOR COMPENSATION PROGRAM FOR 2025

    | | Member Annual Retainer | Chair Annual Retainer | | Board of Directors | $60,000 | $120,000 | | Audit Committee | $11,000 | $25,000 | | Compensation Committee | $9,000 | $20,000 | | Nominating and Corporate Governance Committee | $7,000 | $17,000 | | Cybersecurity and Data Privacy Oversight Committee | $6,000 | $15,000 |

  128. DIRECTOR COMPENSATION PROGRAM FOR 2025

    For 2025, each non-employee director who commenced service on our board of directors was eligible to receive an onboarding award consisting of restricted stock units in such number or quantity of shares (rounded down to the nearest whole number of shares) determined by dividing $300,000 by an average of the daily closing market price of our Common Stock for the 15-trading day period ending on the 5th trading day before the grant date. The initial onboarding grants of restricted stock units vest in equal annual installments over a three-year period, subject to the director’s continued service. In addition, on the date of the 2025 annual meeting of stockholders, each non-employee director continuing to serve as a director following the annual meeting was granted restricted stock units in such number or quantity of shares (rounded down to the nearest whole number of shares) determined by dividing $180,000 by an average of the daily closing market price of our Common Stock for the 15-trading day period ending on the 5th trading day before the grant date. These annual grants were prorated based on the number of full months of service on our board of directors since the prior annual meeting of stockholders, and vest annually.

  129. DIRECTOR COMPENSATION PROGRAM FOR 2025

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  130. DIRECTOR COMPENSATION PROGRAM FOR 2025

    | Compensation Discussion and Analysis | |

  131. DIRECTOR COMPENSATION TABLE

    DIRECTOR COMPENSATION TABLE The following table provides a summary of the compensation of our non-employee directors for the fiscal year ended December 31, 2025.

  132. DIRECTOR COMPENSATION TABLE

    | Name | Fees Earned or Paid in Cash ($)(1) | Stock Awards($)(2) | Total | | Sandra Beaver(3) | $2,500 | $376,704 | $379,204 | | Myoungil Cha | $66,500 | $189,632 | $256,132 | | Peyton Howell | $77,500 | $189,632 | $267,132 | | Joao Malagueira | $69,750 | $189,632 | $259,382 | | Kathleen McGroddy-Goetz | $80,500 | $189,632 | $270,132 | | Rebecca Robertson | $130,459 | $189,632 | $320,091 | | Rajwant Sodhi | $79,500 | $189,632 | $269,132 | | Christopher Twomey | $82,500 | $189,632 | $272,132 |

  133. DIRECTOR COMPENSATION TABLE

    1)Amounts listed reflect cash retainers paid during 2025 for service on our board of directors and committees, in accordance with our non-employee director compensation program. Cash retainers are paid in arrears in quarterly installments. 2)Amounts listed reflect the grant date fair value of RSUs granted during 2025, computed in accordance with FASB ASC 718. A discussion of our valuation assumptions can be found in Note 8 of the “Notes to Financial Statements” included in Item 8 of our Annual Report. 3)Ms. Beaver was appointed to serve as a member of the Board of Directors on November 7, 2025. The following table summarizes the aggregate number of shares subject to outstanding equity awards held by our non-employee directors as of December 31, 2025:

  134. DIRECTOR COMPENSATION TABLE

    | Name | Aggregate Number of RSU Awards | Aggregate Number of Option Awards | | Sandra Beaver | 20,242 | — | | Myoungil Cha | 8,759 | — | | Peyton Howell | 8,759 | — | | Joao Malagueira | 8,759 | — | | Kathleen McGroddy-Goetz | 8,759 | — | | Rebecca Robertson | 8,759 | 33,447 | | Rajwant Sodhi | 8,759 | — | | Christopher Twomey | 8,759 | 37,432 |

  135. DIRECTOR COMPENSATION TABLE

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  136. DIRECTOR COMPENSATION TABLE

    | Compensation Committee Report | |

  137. DIRECTOR COMPENSATION TABLE

    Compensation Committee Report The compensation committee of the board of directors of Tandem Diabetes Care, Inc. reviewed and discussed with management the Compensation Discussion and Analysis section of this Proxy Statement, including the related compensation tables, notes and narrative discussion. Based on our review and discussion, we recommended to the board of directors that the Compensation Discussion and Analysis section, including the related compensation tables, notes and narrative discussion, be included in this Proxy Statement and incorporated into the Company’s Annual Report for the fiscal year ended December 31, 2025. The foregoing report has been furnished by the compensation committee. Respectfully submitted,