Dexcom (NASDAQ: DXCM) chair nets PSU shares as stock withheld for tax

Filing Impact

(Very High)

Filing Sentiment

(Negative)

Form Type

Rhea-AI Filing Summary

Dexcom Executive Chair Kevin R. Sayer reported equity compensation activity involving the company’s common stock. On January 29, 2026, he received 71,218 shares at $0 upon vesting of performance-based restricted stock units granted on March 9, 2023, after performance conditions were achieved.

On the same date, 34,257 shares at $73.36 were withheld by Dexcom to cover tax obligations related to this PSU settlement, which the filing states does not represent a sale by Sayer. Following these transactions, he directly beneficially owns 408,990 shares of Dexcom common stock.

Included in this amount are 138,091 unvested restricted stock units, consisting of 85,490 RSUs granted on March 8, 2025 that vest through March 8, 2028, 34,461 RSUs granted on March 8, 2024 that vest through March 8, 2027, and 18,140 RSUs granted on March 9, 2023 that vest through March 8, 2026.

Insider Trade Summary

2 transactions reported

Mixed 2 txns

Insider SAYER KEVIN R

Role Executive Chair

Type	Security	Shares	Price	Value
Grant/Award	Common Stock	71,218	$0.00	--
Tax Withholding	Common Stock	34,257	$73.36	$2.51M

Holdings After Transaction: Common Stock — 443,247 shares (Direct)

Footnotes (1)

Represents shares issued to the Reporting Person upon vesting of performance-based restricted stock units (PSUs) granted to the Reporting Person on March 9, 2023, resulting from achievement of performance conditions under the PSUs. Represents the number of shares required to be withheld by the Issuer to cover tax withholding and remittance obligations in connection with the net settlement of PSUs and does not represent a sale by the Reporting Person. Included in this number are 138,091 unvested restricted stock units, 85,490 of which were granted on March 8, 2025 and shall vest through March 8, 2028, 34,461 of which were granted on March 8, 2024 and shall vest through March 8, 2027, and 18,140 of which were granted on March 9, 2023 and shall vest through March 8, 2026.

Form 4 Insider Transactions: What Each Field Means →

02/02/2026 - 04:46 PM

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0287
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

SAYER KEVIN R

(Last)

(First)

(Middle)

6340 SEQUENCE DRIVE

(Street)

SAN DIEGO

92121

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
DEXCOM INC [ DXCM ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Executive Chair

3. Date of Earliest Transaction (Month/Day/Year)
01/29/2026

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	01/29/2026		A		71,218⁽¹⁾	A	$0	443,247	D
Common Stock	01/29/2026		F		34,257⁽²⁾	D	$73.36	408,990⁽³⁾	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)

Explanation of Responses:

1. Represents shares issued to the Reporting Person upon vesting of performance-based restricted stock units (PSUs) granted to the Reporting Person on March 9, 2023, resulting from achievement of performance conditions under the PSUs.

2. Represents the number of shares required to be withheld by the Issuer to cover tax withholding and remittance obligations in connection with the net settlement of PSUs and does not represent a sale by the Reporting Person.

3. Included in this number are 138,091 unvested restricted stock units, 85,490 of which were granted on March 8, 2025 and shall vest through March 8, 2028, 34,461 of which were granted on March 8, 2024 and shall vest through March 8, 2027, and 18,140 of which were granted on March 9, 2023 and shall vest through March 8, 2026.

Remarks:

Exhibit 24 - Power of Attorney

	/s/ Jereme M. Sylvain, as Attorney-in-Fact for Kevin R. Sayer	02/02/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

Source: View Original Filing on SEC EDGAR

FAQ

What insider transaction did Dexcom (DXCM) report for Kevin R. Sayer?

Dexcom reported that Executive Chair Kevin R. Sayer received 71,218 common shares at $0 upon vesting of performance-based restricted stock units granted on March 9, 2023. These shares reflect achieved performance conditions and increase his directly held Dexcom equity stake as disclosed in the filing.

Why were shares withheld in Kevin R. Sayer’s Dexcom (DXCM) Form 4?

The Form 4 shows 34,257 Dexcom shares at $73.36 were withheld to cover tax withholding and remittance obligations from the PSU settlement. The filing explicitly states this withholding does not represent a sale by Kevin R. Sayer into the open market.

How many Dexcom (DXCM) shares does Kevin R. Sayer beneficially own after this transaction?

After the reported transactions, Kevin R. Sayer beneficially owns 408,990 Dexcom common shares directly. This figure includes both already vested shares and 138,091 unvested restricted stock units scheduled to vest over multiple future dates as described in the footnotes.

What performance-based equity award vested for Dexcom (DXCM) Executive Chair Kevin R. Sayer?

The filing states that 71,218 shares were issued upon vesting of performance-based restricted stock units granted on March 9, 2023. These PSUs vested because performance conditions were achieved, converting the units into Dexcom common shares credited to Kevin R. Sayer.

What unvested restricted stock units does Kevin R. Sayer hold at Dexcom (DXCM)?

Kevin R. Sayer has 138,091 unvested restricted stock units. This includes 85,490 RSUs granted March 8, 2025 vesting through March 8, 2028; 34,461 RSUs granted March 8, 2024 vesting through March 8, 2027; and 18,140 RSUs granted March 9, 2023 vesting through March 8, 2026.

What roles does Kevin R. Sayer hold at Dexcom (DXCM) according to this filing?

According to the Form 4, Kevin R. Sayer is both a director and an officer of Dexcom, serving as Executive Chair. He is not identified as a 10% owner in the filing, but reports transactions in Dexcom common stock as a Section 16 reporting person.