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TNDM 8-K filings, explained
Every material Form 8-K Tandem Diabetes Care has filed with the SEC since June 21, 2024, read and summarized by AI: what happened, the key figures, whether it reads positive or negative for shareholders, and how big a deal it is (impact 1-5). Newest first; each brief links to its own page and to the filing on SEC.gov.
Tandem Diabetes Care reported third-quarter 2026 results for the period ended September 30, 2026, with worldwide sales up 14% to $283.7 million and a net loss of $7.1 million, compared with $21.2 million a year earlier. The company reaffirmed its full-year 2026 guidance, including sales of approximately $1.065 billion to $1.085 billion.
Worldwide sales rose 14% to $283.7 million; U.S. sales rose 9% to $191.0 million and international sales rose 26% to $92.6 million.
Gross margin was 57%, compared with 54% in the third quarter of 2025.
Operating loss was $2.4 million, compared with $22.9 million a year earlier; adjusted EBITDA was $18.0 million.
For 2026, the company reaffirmed sales guidance of $1.065 billion to $1.085 billion and adjusted EBITDA margin guidance of 5% to 6%.
Tandem Diabetes Care reported second quarter 2026 sales of $254.6 million, up 6% from $240.7 million a year earlier, with gross margin of 57% versus 52%. GAAP net loss narrowed to $21.2 million from $52.4 million, and the company reaffirmed its full-year 2026 sales guidance, which matters to shareholders because it shows revenue growth and lower losses while the company updated only its non-cash expense outlook.
Worldwide sales of $254.6 million, including $179.3 million in the U.S., up 5% in the U.S. and 7% internationally
GAAP net loss of $21.2 million, compared with $52.4 million in the second quarter 2025, which included a $20.0 million litigation settlement expense
Full-year 2026 sales guidance reaffirmed at approximately $1.065 billion to $1.085 billion
Non-cash charges guidance lowered to approximately $85 million from $100 million
At its May 20, 2026 annual meeting, Tandem Diabetes Care stockholders approved charter amendments that allow removal of directors with or without cause and limit officer liability, and approved a 3,260,000-share increase to the 2023 Long-Term Incentive Plan. The company filed the amended charter with Delaware on May 21, 2026, and all nine director nominees were elected, though director Christopher Twomey received 7,034,208 against votes, far more than other nominees.
Stockholders approved the Section 141(k) amendment allowing director removal with or without cause, with 57,818,029 for and 126,025 against.
Officer exculpation amendment passed with 45,926,405 for and 9,043,831 against.
The 2023 Long-Term Incentive Plan increase of 3,260,000 shares was approved with 53,846,696 for and 1,108,529 against.
Amended charter was filed with Delaware on May 21, 2026.
Tandem Diabetes Care said on May 11, 2026 that it notified Executive Vice President and Chief Commercial Officer Mark Novara that his employment is being terminated without cause, with his last day scheduled for May 18, 2026. The company said its strategy and 2026 goals remain unchanged, and the filing gives no successor or financial terms.
Mark Novara, EVP and Chief Commercial Officer, notified May 11, 2026
Termination is without cause; last day scheduled for May 18, 2026
Company states its strategy and 2026 goals remain unchanged
Tandem Diabetes Care reported first quarter 2026 sales of $247.2 million, up 5% from a year earlier, with gross margin rising to 55% from 51%. The company narrowed its net loss to $20.4 million, or $0.30 per share, from $130.6 million, or $1.97 per share, in the prior-year quarter, which included a $75.2 million acquired R&D charge. It reaffirmed its full-year 2026 financial guidance, including sales of $1.065 billion to $1.085 billion.
Worldwide sales rose 5% to $247.2 million; U.S. sales rose 7% to $160.8 million and international sales rose 3% to $86.4 million
Net loss was $20.4 million, or $0.30 per share, versus a net loss of $130.6 million, or $1.97 per share, in Q1 2025
Gross margin was 55%, compared with 51% a year earlier; adjusted EBITDA was $2.7 million, or 1% of sales
Company reaffirmed 2026 guidance for sales of approximately $1.065 billion to $1.085 billion
Tandem Diabetes Care completed a private offering of $300.0 million of 0.00% convertible senior notes due March 15, 2032, including a $35.0 million option exercised in full by the initial purchasers. The notes carry no regular interest and are convertible into cash, shares, or a combination, at the company's election, at an initial conversion price of about $36.99 per share. The company adds this debt to its balance sheet, and dilution from conversion is partly offset by capped call transactions subject to a cap.
$300.0 million principal, including the $35.0 million option exercised in full; notes mature March 15, 2032
Initial conversion price of about $36.99 per share, a premium of about 37.5% to the February 24, 2026 last reported sale price
Net proceeds of about $290.7 million after discounts and offering expenses; $15.3 million used to pay the cost of the capped call transactions
The company may not redeem the notes before March 20, 2029
Tandem Diabetes reported fourth-quarter and full-year 2025 results on February 19, 2026, and gave 2026 guidance. Worldwide sales rose 3% in the quarter to $290.4 million and 8% for the year to $1.015 billion, but the full-year GAAP net loss grew to $204.7 million from $96.0 million, including a $75.2 million acquired in-process research and development charge. The company expects 2026 sales of $1.065 billion to $1.085 billion, which would be above 2025 sales.
Q4 2025 GAAP operating income was $8.3 million, compared with an operating loss of $0.6 million a year earlier; Q4 net loss was $0.6 million versus net income of $0.8 million.
Full-year 2025 GAAP net loss was $204.7 million, or $3.04 per share, compared with $96.0 million, or $1.47 per share, in 2024.
2026 guidance: sales of $1.065 billion to $1.085 billion, gross margin of 56% to 57%, and adjusted EBITDA margin of 5% to 6%.
The company is moving to a pay-as-you-go model in the U.S. pharmacy channel, which the filing says creates a $70 million to $80 million headwind in 2026.
Tandem Diabetes Care appointed Sandra Beaver as an independent director effective November 7, 2025, expanding the board from eight to nine members. She will serve on the Audit Committee and the Cybersecurity and Data Privacy Committee, and the filing describes her as a finance executive with more than 20 years of experience.
Sandra Beaver, age 48, appointed to the board effective November 7, 2025, with a term expiring at the 2026 annual meeting
Initial RSU award for 20,242 shares valued at $300,000 under the non-employee director policy
Annual retainer of $60,000 plus $11,000 for Audit Committee and $6,000 for Cybersecurity and Data Privacy Committee service
Tandem Diabetes Care reported third quarter 2025 results for the period ended September 30, with worldwide sales up to $249.3 million from $244.0 million a year earlier and a GAAP net loss of $21.2 million, down from $23.3 million. The company reaffirmed its full year 2025 guidance, including sales of approximately $1.0 billion, which keeps the outlook unchanged for shareholders.
Worldwide sales were $249.3 million, including $73.6 million outside the United States, versus $244.0 million in the third quarter of 2024.
GAAP net loss was $21.2 million, or $0.31 per share, compared with a net loss of $23.3 million, or $0.35 per share, a year earlier.
GAAP gross margin was 54%, compared with 51% a year earlier.
For 2025, the company reaffirmed guidance for sales of approximately $1.0 billion and an adjusted EBITDA margin of approximately negative 5% of sales.
Tandem Diabetes reported second quarter 2025 worldwide sales of $240.7 million, up from $221.9 million a year earlier, but its GAAP net loss widened to $52.4 million from $30.8 million, including a $20.0 million litigation and settlement expense. The company also gave full-year 2025 guidance of about $1.0 billion in sales and a 53% to 54% gross margin, which matters to shareholders because it sets the company's expected revenue and margin path for the year.
Q2 2025 worldwide sales were $240.7 million, including $70.5 million outside the United States, compared with $221.9 million in Q2 2024.
GAAP net loss per share was $0.78, compared with $0.47 a year earlier; GAAP operating loss was $51.8 million.
2025 guidance calls for about $1.0 billion in sales, with about $700 million in the United States and about $300 million outside it.
Adjusted EBITDA margin for 2025 was recast from about 3% to about negative 5%, reflecting an 8 percentage point impact from a first quarter acquired in-process research and development charge.
On May 21, 2025, Tandem Diabetes and Roche entities agreed to settle all patent disputes over the t:slim X2 pump, terminating pending actions before Unified Patent Court divisions in France and Germany. The Tandem entities will pay $36 million over five years, starting with an $8 million initial payment, and the parties granted each other 10-year licenses to insulin delivery patents. The same day, shareholders elected all eight directors, approved executive pay on an advisory basis, and ratified Ernst & Young as auditor.
Settlement resolves disputes over the t:slim X2 pump and two Roche-related EP patents, ending pending actions in France and Germany.
Tandem entities will pay $36 million over five years: an $8 million initial payment, then four equal annual installments.
Cross-licenses of insulin delivery system patents run for 10 years from the May 21, 2025 effective date.
At the May 21, 2025 annual meeting, executive pay was approved with 54,337,934 for and 1,598,126 against, and shareholders chose an annual say-on-pay vote.
Tandem Diabetes reported first quarter 2025 worldwide sales of $234.4 million, up 22% from $191.7 million a year earlier, and reaffirmed its 2025 GAAP sales guidance of $997 million to $1.007 billion. GAAP net loss widened to $130.6 million, or $1.97 per share, from $42.7 million, or $0.65 per share, mainly due to $75.2 million of acquired in-process research and development expenses, so sales growth and the larger loss point in different directions for shareholders.
Worldwide sales rose to $234.4 million from $191.7 million; U.S. pump sales rose 19% on a GAAP basis.
GAAP net loss was $130.6 million, compared with $42.7 million; non-GAAP net loss was $44.2 million, compared with $41.6 million.
Adjusted EBITDA was negative $4.7 million, compared with negative $14.4 million a year earlier.
Full-year 2025 GAAP sales guidance of $997 million to $1.007 billion was reaffirmed.
Tandem Diabetes reported fourth-quarter and full-year 2024 results and gave 2025 guidance. GAAP sales rose 26% for the year to $940.2 million, and the net loss narrowed to $96.0 million from $222.6 million. The company expects 2025 sales of approximately $997 million to $1.007 billion, with adjusted EBITDA margin of about 3 percent for the full year.
Q4 2024 GAAP sales grew 44% to $282.6 million; non-GAAP sales grew 21% to $252.4 million, with GAAP results affected by the Tandem Choice program.
Q4 2024 GAAP net income was $0.8 million, or $0.01 per share, compared with a net loss of $30.0 million, or $0.46 per share, a year earlier.
Full-year 2024 GAAP net loss was $96.0 million, or $1.47 per share, compared with $222.6 million, or $3.43 per share, in 2023.
2025 guidance: full-year sales of approximately $997 million to $1.007 billion and first-quarter sales of approximately $219 million to $224 million.
Tandem Diabetes Care reported third quarter 2024 GAAP sales of $244.0 million, up 31% from a year earlier, and raised its 2024 non-GAAP sales guidance to $903 million to $910 million. The net loss narrowed to $23.3 million from $33.0 million, which supports the company's revenue growth and improving loss trend for shareholders.
Q3 2024 GAAP sales were $244.0 million, up 31% from $185.6 million; non-GAAP sales were $242.9 million, up 25%.
GAAP net loss was $23.3 million, or $0.35 per share, compared with $33.0 million, or $0.51 per share, a year earlier.
Full-year 2024 non-GAAP sales guidance is now approximately $903 million to $910 million, with U.S. sales of $645 million to $650 million.
Non-GAAP gross margin guidance of about 51% and Adjusted EBITDA margin guidance of breakeven were reaffirmed.
Tandem Diabetes Care reported second-quarter 2024 GAAP sales up 13% to $221.9 million and a narrower GAAP net loss of $30.8 million, compared with $35.8 million a year earlier. The company also raised its full-year 2024 non-GAAP sales estimate to approximately $885 million to $892 million, which it attributes to recent product launches and customer retention. The company still reported a loss, and its Tandem Choice program adds accounting complexity to GAAP comparisons.
Q2 2024 GAAP sales were $221.9 million, up 13% from $195.9 million in Q2 2023; non-GAAP sales were $221.8 million, up 12%.
GAAP net loss was $30.8 million, or $0.47 per share, versus $35.8 million, or $0.55 per share, in Q2 2023.
Full-year 2024 non-GAAP sales are now estimated at approximately $885 million to $892 million, with third-quarter sales of $222 million to $225 million.
Non-GAAP gross margin is estimated at approximately 51% for the full year, and Adjusted EBITDA margin at breakeven.
Tandem Diabetes Care appointed Jean-Claude Kyrillos as Executive Vice President and Chief Operating Officer, effective June 21, 2024. He previously held president and general manager roles at Envista Holdings, Qualcomm Life, Becton Dickinson and ResMed, according to the filing. The filing sets his base salary at $450,203.73 and a target annual bonus of 60% of base salary, and it includes change-of-control severance terms.
Appointment effective June 21, 2024; the Board approved it on June 19, 2024
Offer letter dated June 10, 2024 sets base salary of $450,203.73
Target annual bonus of 60% of base salary; target long-term incentive award of 400% of base salary in RSUs
Prior role: President of Diagnostics and Digital Solutions at Envista Holdings, February 2020 to June 2023
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