Tandem Diabetes Care completed a private placement of $265.0 million aggregate principal amount of 0.00% convertible senior notes due 2032, upsizing from an initially announced $200.0 million. The company granted initial purchasers a 13-day option to buy up to an additional $35.0 million aggregate principal amount of notes, with closing expected February 27, 2026.

The notes will mature on March 15, 2032, bear no interest and will not accrete; holders may convert upon satisfaction of specified conditions. The initial conversion rate is 27.0362 shares per $1,000 principal amount, implying a conversion price of approximately $36.99 per share, a 37.5% premium over the $26.90 share price.

Estimated net proceeds are approximately $256.7 million, or about $290.7 million if the full additional note option is exercised. Tandem expects to use roughly $13.5 million to fund capped call transaction costs, with the remainder allocated to general corporate purposes, including potential acquisitions, working capital and capital expenditures.

Tandem may redeem the notes for cash on or after March 20, 2029, if its common stock trades at least 130% of the conversion price for at least 20 of 30 consecutive trading days. Holders can require repurchase at 100% of principal plus any special interest upon a fundamental change, while conversion rights expand in specified post-December 15, 2031 periods.