[8-K] DEXCOM INC Reports Material Event

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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): September 14, 2025

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.

Effective September 14, 2025, Kevin R. Sayer, Chief Executive Officer (principal executive officer) and Chairman of the Board of DexCom, Inc. (“Dexcom” or the “Company”) is taking a temporary medical leave of absence.

Accordingly, effective September 14, 2025, Dexcom’s Board of Directors (the “Board”) appointed Jacob S. Leach, President and Chief Operating Officer, to serve as Dexcom’s interim principal executive officer, in addition to his current duties. In addition, Mark Foletta, Lead Independent Director of the Board, was appointed to serve as Dexcom’s interim chairman of the Board. Messrs. Leach and Foletta will not receive any additional compensation in connection with their respective interim appointments.

Biographical and other information for Mr. Leach is set forth in Dexcom’s definitive proxy statement on Schedule 14A filed with the Securities and Exchange Commission on March 27, 2025 and is incorporated herein by reference. There is no arrangement or understanding between Mr. Leach and any other persons pursuant to which he was selected as an officer. There are no family relationships among any of Dexcom’s directors or executive officers and Mr. Leach, and Mr. Leach does not have any direct or indirect material interest in any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K.

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:						September 15, 2025