DexCom (DXCM) legal chief gains shares and withholds stock for taxes

Rhea-AI Filing Summary

DexCom executive Michael Jon Brown, EVP and Chief Legal Officer, reported routine equity activity on January 29, 2026. He received 7,123 shares of common stock at $0 upon vesting of performance-based restricted stock units granted on March 8, 2023 after performance goals were met.

To cover tax withholding on this PSU settlement, 2,653 shares were withheld by the issuer at $73.36 per share, which the filing states does not represent a sale by Brown. After these transactions, he directly owned 98,655 shares, including 86,490 unvested restricted stock units with various vesting schedules through March 8, 2028 and 83 shares acquired under the company’s employee stock purchase plan.

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

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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^*

Brown Michael Jon

(Last) (First) (Middle)

6340 SEQUENCE DRIVE

(Street)

SAN DIEGO CA 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)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	EVP, Chief Legal Officer

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)
			Code	V	Amount	(A) or (D)	Price
Common Stock	01/29/2026		A		7,123(1)	A	$0	101,308	D
Common Stock	01/29/2026		F		2,653(2)	D	$73.36	98,655(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)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

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 8, 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 86,490 unvested restricted stock units, 29,922 of which were granted on March 8, 2025 and shall vest through March 8, 2028, 22,798 of which were granted on March 8, 2025 and shall vest through March 8, 2027, 14,474 of which were granted on March 8, 2024 and shall vest through March 8, 2027, 7,256 of which were granted on March 8, 2023 and shall vest through March 8, 2026, 12,040 of which were granted on March 8, 2022 and shall vest through March 8, 2026, and 83 additional shares acquired under the Issuer's Amended and Restated 2015 Employee Stock Purchase Plan.

Remarks:

	/s/ Jereme M. Sylvain, as Attorney-in-Fact for Michael Jon Brown	02/02/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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FAQ

What insider transaction did DexCom (DXCM) EVP Michael Jon Brown report?

Michael Jon Brown reported PSU-related equity activity. He received 7,123 DexCom common shares at $0 from vesting performance-based restricted stock units granted March 8, 2023, and had 2,653 shares withheld for taxes, leaving 98,655 shares directly owned after the transactions.

How many DexCom (DXCM) shares did Michael Jon Brown acquire and at what price?

He acquired 7,123 DexCom common shares at $0 per share. These were issued upon vesting of performance-based restricted stock units granted on March 8, 2023, following achievement of the PSU performance conditions outlined in his equity award.

What does the 2,653-share transaction at $73.36 represent for DexCom EVP Brown?

The 2,653 shares at $73.36 were withheld by DexCom to satisfy tax withholding and remittance obligations on the PSU vesting. The filing explicitly states this withholding is not a sale by Michael Jon Brown, but a share reduction for tax purposes.

How many DexCom shares does Michael Jon Brown own after these Form 4 transactions?

After the reported transactions, he directly owns 98,655 DexCom common shares. This total includes 86,490 unvested restricted stock units with vesting schedules extending through March 8, 2028, plus 83 additional shares under the Amended and Restated 2015 Employee Stock Purchase Plan.

What unvested restricted stock units does DexCom EVP Brown hold and when do they vest?

He holds 86,490 unvested RSUs. Grants include 29,922 units vesting through March 8, 2028; 22,798 and 14,474 units vesting through March 8, 2027; 7,256 units vesting through March 8, 2026; and 12,040 units also vesting through March 8, 2026.

Are the reported DexCom (DXCM) insider transactions routine compensation-related events?

Yes. The filing shows shares issued from PSU vesting and shares withheld for taxes. 7,123 shares came from vested performance-based restricted stock units, and 2,653 shares were withheld solely to meet tax obligations, indicating standard executive equity compensation activity.