Dexcom updates Kevin Sayer executive pay terms

Dexcom announced that Executive Chairman Kevin R. Sayer will return from his temporary leave of absence on March 2, 2026, resuming his leadership role and responsibilities.

Rhea-AI Filing Summary

Dexcom announced that Executive Chairman Kevin R. Sayer will return from his temporary leave of absence on March 2, 2026, resuming his leadership role and responsibilities. Lead Independent Director Mark Foletta will return to his prior duties once Sayer is back.

Under a new letter agreement effective March 2, 2026, Sayer will receive an annual base salary of $610,000 and a grant of restricted stock units with a fair value of $2,350,000, vesting in full on March 8, 2027, contingent on his continued service. His previously granted equity awards will continue to vest under their existing terms, and he remains eligible for standard executive benefit plans, but will no longer participate in Dexcom’s Amended and Restated Severance & Change in Control Plan as an executive officer.

Insights

Corporate governance analyst

Dexcom confirms leadership continuity as Sayer returns with updated pay.

Dexcom is reinforcing board-level leadership stability by confirming Kevin R. Sayer’s return from temporary leave as Executive Chairman on March 2, 2026. This keeps a long-tenured leader in a strategic oversight role while day-to-day CEO duties remain separate.

The new letter agreement sets Sayer’s annual base salary at $610,000 and grants restricted stock units valued at $2,350,000, vesting on March 8, 2027, aligning part of his compensation with long-term share performance. Existing equity awards continue under prior terms.

Sayer will no longer participate in the Amended and Restated Severance & Change in Control Plan as an executive officer, modestly reducing potential future severance obligations. Future company disclosures can provide more detail on how this structure supports Dexcom’s broader succession and governance framework.

8-K Event Classification

2 items: 5.02, 9.01

2 items

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers Governance

Key personnel changes including departures, elections, or appointments of directors and executive officers.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, or exhibit attachments filed with this report.

FAQ

What leadership change did Dexcom (DXCM) announce regarding Kevin R. Sayer?

Dexcom confirmed that Kevin R. Sayer will return from his temporary leave of absence on March 2, 2026, resuming his role as Executive Chairman. This restores his ongoing leadership and strategic guidance position at the company’s board level.

What is Kevin R. Sayer’s new base salary under Dexcom’s letter agreement?

Under the new letter agreement effective March 2, 2026, Kevin R. Sayer will receive an annual base salary of $610,000. This pay level reflects his responsibilities as Executive Chairman following his return from temporary leave.

What equity award is Dexcom granting to Kevin R. Sayer?

Dexcom agreed to grant Kevin R. Sayer restricted stock units with a fair value of $2,350,000. These RSUs vest in full on March 8, 2027, provided he continues serving the company through that date.

Do Kevin R. Sayer’s prior Dexcom equity awards continue vesting?

Yes. The report states that Sayer’s equity awards granted before the effective date of the new letter agreement will continue to vest according to their existing terms. This maintains continuity in his previously established long-term incentives.

Is Kevin R. Sayer still eligible for Dexcom’s severance and change in control plan?

Kevin R. Sayer will no longer be eligible to participate in Dexcom’s Amended and Restated Severance & Change in Control Plan as an executive officer. However, he remains eligible for the employee benefit plans offered to other company executives.

What happens to Dexcom’s Lead Independent Director role when Sayer returns?

When Kevin R. Sayer returns as Executive Chairman on March 2, 2026, Mark Foletta will resume his duties as Lead Independent Director. This restores the prior board leadership structure combining an Executive Chairman and a separate lead independent director.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Accepted by SEC EDGAR 03/02/2026 - 04:15 PM Learn about SEC filing dates

false000109355700010935572026-02-272026-02-27

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of Earliest Event Reported): February 27, 2026

DEXCOM, INC.

(Exact Name of the Registrant as Specified in Its Charter)

Delaware			000-51222			33-0857544
(State or Other Jurisdiction of Incorporation)			(Commission File Number)			(I.R.S. Employer Identification No.)

6340 Sequence Drive, San Diego, CA						92121
(Address of Principal Executive Offices)						(Zip Code)

(858) 200-0200

(Registrant’s Telephone Number, Including Area Code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 Securities registered pursuant to Section 12(b) of the Act:

Title of Each Class

Trading Symbol(s)

Name of Each Exchange on Which Registered

Common Stock, $0.001 Par Value Per Share

DXCM

Nasdaq Global Select Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company

☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.

☐

ITEM 5.02.    DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS OF CERTAIN OFFICERS.

As previously reported on the Current Report on Form 8-K filed on July 30, 2025, Kevin R. Sayer notified the Board of Directors (the “Board”) of DexCom, Inc. (“Dexcom” or the “Company”) of his intent to retire from his role as Chief Executive Officer effective January 1, 2026. In connection with his retirement, on July 25, 2025, the Board appointed Mr. Sayer as Executive Chairman of the Board, effective January 1, 2026, to provide ongoing leadership and strategic guidance to the Company.

As previously reported on the Current Report on Form 8-K filed on September 15, 2026, effective September 14, 2025, Mr. Sayer took a temporary leave of absence. On February 27, 2026, Mr. Sayer notified the Company of his plans to return from his temporary leave of absence, effective March 2, 2026. Upon his return, Mr. Sayer resumed his duties and responsibilities as Executive Chairman and Mark Foletta resumed his duties as Lead Independent Director.

On February 27, 2026, Mr. Sayer entered into a letter agreement with the Company effective March 2, 2026 (the “Letter Agreement”), providing for an annual base salary of $610,000. Pursuant to the terms of the Letter Agreement, the Company also agreed to grant Mr. Sayer restricted stock units with a fair value of $2,350,000, vesting in full on March 8, 2027, subject to Mr. Sayer’s continued service. Mr. Sayer’s equity awards granted prior to the effective date will continue to vest in accordance with the terms of such awards. Mr. Sayer remains eligible to participate in the employee benefit plans that Dexcom offers to its other executives, except that Mr. Sayer will no longer be eligible to participate in the Company’s Amended and Restated Severance & Change in Control Plan as an executive officer.

A copy of the Letter Agreement is included as Exhibit 10.1 to this Current Report on Form 8-K. The description of the Letter Agreement included in this Current Report on Form 8-K is a summary, is not complete and is qualified in its entirety by reference to the terms of the Letter Agreement filed as Exhibit 10.1 hereto.

ITEM 9.01.    FINANCIAL STATEMENTS AND EXHIBITS.

(d) Exhibits.

Number						Description
10.1*						Letter Agreement, dated February 27, 2026, between DexCom, Inc. and Kevin Sayer.
104						Cover Page Interactive Data File (formatted as Inline XBRL)

* Represents a management contract or compensatory plan, contract or arrangement.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

DEXCOM, INC.
By:						/s/ JEREME M. SYLVAIN Jereme M. Sylvain Executive Vice President, Chief Financial Officer
Date:						March 2, 2026

Filing Exhibits & Attachments

4 documents

Agreements & Contracts

• EX-10.1 EX-10.1 24.3 KB

Other Documents

• EX-101 XBRL TAXONOMY EXTENSION SCHEMA DOCUMENT 1.8 KB
• EX-101 XBRL TAXONOMY EXTENSION LABEL LINKBASE DOCUMENT 21.4 KB
• EX-101 XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE DOCUMENT 12.4 KB