tndm-20260407

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE

SECURITIES EXCHANGE ACT OF 1934

Filed by the Registrant x

Filed by a Party other than the Registrant ☐

Check the appropriate box:


☐			Preliminary Proxy Statement
☐			Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
x			Definitive Proxy Statement
☐			Definitive Additional Materials
☐			Soliciting Material under 240.14a-12

Tandem Diabetes Care, Inc.

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):


x			No fee required.
☐			Fee paid previously with preliminary materials.
☐			Fee computed in table in exhibit required by Item 25(b) per Exchange Act Rule 14a-6(i)(1) and 0-11.

Corporate 2025 Proxy Covers_PROOF_20260316a_Page_1_Image_0001.jpg

Notice of Annual Meeting of Stockholders

DATE

May 20, 2026

TIME

3:00 p.m. Pacific Time

MEETING WEB ADDRESS

www.virtualshareholdermeeting.com/TNDM2026

Dear Stockholders:

You are cordially invited to attend the 2026 Annual Meeting of Stockholders of Tandem Diabetes Care, Inc., or the Annual Meeting, which will be held on Wednesday, May 20, 2026 at 3:00 p.m., Pacific Time. The Annual Meeting will be held virtually by live internet webcast at www.virtualshareholdermeeting.com/TNDM2026.

We are holding the Annual Meeting for the following purposes, as more fully described in the accompanying Proxy Statement:

1.To elect nine directors for a one-year term expiring at the 2027 annual meeting of stockholders.

2.To approve, on a non-binding, advisory basis, the compensation of our named executive officers.

3.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.

4.To approve an amendment to the Company’s Amended and Restated Certificate of Incorporation to provide for removal of directors with or without cause, as required by Section 141(k) of the Delaware General Corporation Law (“DGCL”).

5.To approve an amendment to the Company’s Amended and Restated Certificate of Incorporation to, among other things, (i) limit the liability of officers of the Company to the maximum extent permitted by law as permitted pursuant to Section 102(b)(7) of the DGCL, and (ii) implement certain other changes based on updates to the DGCL.

6.To ratify the appointment of Ernst & Young LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2026.

7.To transact such other business as may properly be brought before the Annual Meeting and at any adjournment or postponement thereof.

Your vote is very important. Whether or not you plan to virtually attend the Annual Meeting, we encourage you to read the accompanying Proxy Statement and submit your proxy or voting instructions as soon as possible. For specific instructions on how to vote your shares, please refer to the Notice of Internet Availability of Proxy Materials you received in the mail, and the additional information in the accompanying Proxy Statement. If you asked to receive printed proxy materials, you may also refer to the instructions on the proxy card enclosed with those materials.

By Order of the Board of Directors,

John Sheridan

President and Chief Executive Officer

San Diego, California

Approximate Date of Mailing of Notice of Internet Availability of Proxy Materials:

April 7, 2026

Table of Contents


			Section			Page

			Proxy Summary			1
			Items to be Considered and Board Recommendations			1
			Board Nominees			2

			Director Qualifications and Experience			2
			2025 Business Highlights			3
			Executive Compensation Practice Highlights			4
			General Information			5
			Notice of Internet Availability of Proxy Materials			5
			Stockholders Entitled to Vote			5
			How to Vote			5
			Change of Vote or Revocation of Proxy			5
			Attending the Annual Meeting			6
			Technical Assistance for the Annual Meeting			6
			Quorum, Abstentions and Broker Non-Votes			6
			Cost of Soliciting Proxies			6
			Announcement of Voting Results			6
			Contact Information for Questions			6
			Caution Concerning Forward-Looking Statements			6
			Management Proposals			7
			Proposal 1: Election of Directors			7
			Proposal 2: Say-on-Pay			14
			Proposal 3: 2023 Long-Term Incentive Plan			16
			Proposal 4: Section 141(k) Amendment			25
			Proposal 5: Officer Exculpation Amendment			26
			Proposal 6: Appointment of Independent Registered Public Accounting Firm			28


			Stock Ownership			30
			Principal Stockholders			30
			Directors and Executive Officers			31
			Corporate Governance			32
			Corporate Governance Guidelines			32
			Codes of Ethics and Conduct

SEC Form DEF 14A filed by Tandem Diabetes Care Inc.