Rick Osterloh of Google joins Dexcom (NASDAQ: DXCM) board effective Feb. 26

Rhea-AI Filing Summary

Dexcom expanded its Board of Directors to twelve members and appointed Rick Osterloh, a senior Google executive, as an independent director effective February 26, 2026, with his term running until the 2026 annual meeting of stockholders.

Osterloh will serve on the Compensation Committee and Technology Committee. Upon appointment, he received restricted stock units with a fair value of $500,000, vesting annually over three years, and he is eligible for a pro-rated 2026 annual RSU award valued at $101,027. All non-employee director equity vests in full upon a change in control of Dexcom.

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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 26, 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.

On February 26, 2026, the Board of Directors (the “Board”) of DexCom, Inc. (“Dexcom” or the “Company”), pursuant to the Amended and Restated Bylaws of the Company, increased the size of the Board to twelve directors and appointed Albert F. (“Rick”) Osterloh, IV as a director effective immediately. Mr. Osterloh will hold office for a term expiring at the 2026 annual meeting of Dexcom’s stockholders (the “2026 Annual Meeting”). The Board also appointed Mr. Osterloh to serve as a member of the Compensation Committee and the Technology Committee of the Board, effective immediately.

There is no arrangement or understanding between Mr. Osterloh and any other persons pursuant to which Mr. Osterloh was selected as a director. Mr. Osterloh is not a party to and does not have any direct or indirect material interest in any transaction with Dexcom required to be disclosed under Item 404(a) of Regulation S-K. The Board determined that Mr. Osterloh qualifies as an independent director pursuant to the Securities Act of 1933, as amended, and the listing standards of the Nasdaq Stock Market, in each case as currently in effect. Mr. Osterloh also entered into Dexcom’s standard form of indemnity agreement for its directors and executive officers, which was filed as Exhibit 10.43 to Dexcom’s Annual Report on Form 10-K for the fiscal year ended December 31, 2020, as filed with the Securities and Exchange Commission on February 11, 2021.

In accordance with Dexcom’s non-employee director compensation program, upon his appointment Mr. Osterloh was granted an initial appointment equity grant of restricted stock units (“RSUs”) with a fair value of $500,000, vesting annually over the three years following the date of grant, subject to Mr. Osterloh’s continued service. Mr. Osterloh will also be eligible to receive the annual equity grant to non-employee directors on or around the 2026 Annual Meeting in the form of a grant of RSUs with a fair value of $101,027 for his service on the Board and committees (which amount reflects a pro-rata reduction in the base annual award amount for Board service of $325,000, calculated according to the number of days Mr. Osterloh will actually serve as a director between now and the 2026 Annual Meeting). The annual award vests on the earlier of the date of the first annual stockholder meeting thereafter or one year from the date of grant, subject to continued service. Vesting of outstanding equity awards held by non-employee directors is accelerated in full upon a change in control of Dexcom.

ITEM 7.01.    REGULATION FD DISCLOSURE.

On February 26, 2026, Dexcom announced the appointment of Mr. Osterloh to the Board in a press release furnished as Exhibit 99.1 to this report and is incorporated herein by this reference.

ITEM 9.01.    FINANCIAL STATEMENTS AND EXHIBITS.

(d) Exhibits.

Number						Description
99.1						Press release dated February 26, 2026
104						Cover Page Interactive Data File (formatted as Inline XBRL)

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:						February 26, 2026

Exhibit 99.1

Dexcom Appoints Rick Osterloh to Board of Directors

SAN DIEGO - (BUSINESS WIRE- February 26, 2026) - DexCom, Inc. (NASDAQ:DXCM), the global leader in glucose biosensing, today announced the appointment of Rick Osterloh to its Board of Directors, effective February 26, 2026.

Mr. Osterloh is a highly accomplished technology executive with more than 20 years of leadership experience across consumer hardware, platform strategy and large-scale product operations. He currently serves as Senior Vice President, Platforms & Devices at Google, where he leads a unified group spanning the company’s portfolio of advanced consumer technologies. This includes Android, Google Play, Chrome, and Google’s Devices and Services Portfolio—Pixel phones, Google Nest smart home devices, and Fitbit wearables. Under his leadership, Google has integrated its portfolio to align and accelerate the company’s advanced product capabilities across hardware, software and artificial intelligence. Mr. Osterloh brings to the Dexcom Board expertise in innovation oversight, strategic transactions and long-term strategic planning.

“Rick is highly respected as one of the most influential technology product leaders of our time,” said Jake Leach, president and CEO at Dexcom. “His insight into creating impactful, scalable products that integrate the latest innovative technologies aligns closely to Dexcom’s vision for long-term product development. We look forward to benefiting from Rick’s expertise as we advance our mission to improve the metabolic health for millions of people around the world.”

“I am honored to join the Dexcom Board at such an important moment for the company and for the future of metabolic health,” said Osterloh. “Dexcom’s leadership in biosensing aligns closely with my own passion for building and advancing technologies that address clear needs and improve people’s lives. I look forward to partnering with the Board and executive team to execute on the company’s compelling mission.”

About Rick Osterloh

Mr. Rick Osterloh serves as Senior Vice President, Platform & Devices at Google, leading a unified group spanning Android, Google Play, Chrome, and Google’s Devices & Services Portfolio (Pixel, Nest, Fitbit), a position he has held since 2016. Prior to this, Mr. Osterloh held additional senior leadership roles across consumer technologies. He served as President of Motorola Mobility from 2014-2016, and Senior Vice President, Product Management & GM Premium Products, Motorola Mobility from 2012-2014, overseeing global product strategy and operations during Motorola’s transition under Google and subsequently Lenovo. Prior to this, Mr. Osterloh served as Vice President, Product & Design at Skype from 2010-2012 and held earlier roles at Motorola, Amazon, Kleiner Perkins Caulfield & Byers and Deloitte.

Mr. Osterloh received bachelor’s and master’s degrees in Industrial Engineering from Stanford University. He also obtained an MBA from Stanford Graduate School of Business.

About DexCom, Inc.

Dexcom empowers people to take control of health through innovative biosensing technology. Founded in 1999, Dexcom has pioneered and set the standard in glucose biosensing for more than 25 years. Its technology has transformed how people manage diabetes and track their glucose, helping them feel more in control and live more confidently.

Dexcom. Discover what you’re made of. For more information, visit www.dexcom.com.

Category: IR

Media Contact

James McIntosh

619-884-2118

mediarelations@dexcom.com

Investor Contact

Sean Christensen

858-203-6657

investor-relations@dexcom.com

FAQ

What board change did Dexcom (DXCM) announce on February 26, 2026?

Dexcom expanded its Board of Directors to twelve members and appointed Rick Osterloh as a new independent director. His term runs until the 2026 annual meeting, strengthening governance with added technology and product leadership experience from his senior role at Google.

Who is Rick Osterloh, the new Dexcom (DXCM) board member?

Rick Osterloh is Senior Vice President, Platforms & Devices at Google, overseeing Android, Google Play, Chrome, and Google’s hardware and services portfolio. He brings more than 20 years of leadership in consumer hardware, platform strategy, and large-scale product operations to Dexcom’s board.

What equity compensation will Rick Osterloh receive as a Dexcom (DXCM) director?

Upon appointment, Rick Osterloh received restricted stock units with a fair value of $500,000, vesting annually over three years. He is also eligible for a pro-rated 2026 annual RSU award valued at $101,027, subject to continued board service and standard terms.

On which Dexcom (DXCM) board committees will Rick Osterloh serve?

Rick Osterloh will serve on Dexcom’s Compensation Committee and Technology Committee. These roles align his product, innovation, and leadership background from Google with Dexcom’s oversight of executive pay and long-term technology strategy in glucose biosensing and metabolic health solutions.

Is Rick Osterloh considered an independent director at Dexcom (DXCM)?

Yes. Dexcom’s Board determined that Rick Osterloh qualifies as an independent director under the Securities Act of 1933 and Nasdaq listing standards. He has no material related-party transactions with Dexcom and joined under the company’s standard director indemnity and compensation arrangements.

What triggers accelerated vesting of Dexcom (DXCM) director equity awards?

For Dexcom’s non-employee directors, vesting of outstanding equity awards accelerates in full upon a change in control of Dexcom. This provision applies to Rick Osterloh’s appointment grant and future annual RSU awards, aligning director incentives with shareholder outcomes during potential transformative corporate events.

Filing Exhibits & Attachments

4 documents

Press Releases

• EX-99.1 EX-99.1 7.2 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