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Dexcom (NASDAQ: DXCM) legal chief sells 1,700 shares under 10b5-1 plan

Filing Impact
(Moderate)
Filing Sentiment
(Negative)
Form Type
4

Rhea-AI Filing Summary

Dexcom Inc. executive vice president and chief legal officer Michael Jon Brown sold 1,700 shares of common stock on May 15, 2026 in an open-market trade at $59.91 per share. The sale was made under a pre-arranged Rule 10b5-1 trading plan adopted on November 26, 2025. After the transaction, he holds 109,504 shares directly, including 77,603 unvested RSUs that are scheduled to vest in tranches through March 8, 2029.

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Insights

Small Rule 10b5-1 sale by Dexcom legal chief, large equity stake remains.

Dexcom’s EVP and chief legal officer, Michael Jon Brown, executed an open‑market sale of 1,700 common shares at $59.91 per share. This was done under a pre‑set Rule 10b5‑1 trading plan, which typically automates trades and reduces the significance of day‑to‑day timing.

Following the sale, Brown still directly owns 109,504 shares, including 77,603 unvested RSUs with vesting schedules extending through March 8, 2029. This filing shows a routine monetization of a small portion of his position while maintaining a substantial ongoing equity stake and long‑dated incentive alignment.

Insider Brown Michael Jon
Role EVP, Chief Legal Officer
Sold 1,700 shs ($102K)
Type Security Shares Price Value
Sale Common Stock 1,700 $59.91 $102K
Holdings After Transaction: Common Stock — 109,504 shares (Direct, null)
Footnotes (1)
  1. On November 26, 2025, Mr. Brown adopted a 10b5-1 Plan. This 10b5-1 Plan allows the orderly disposition of shares owned by Mr. Brown. The shares set forth above were sold pursuant to the 10b5- 1 Plan. Included in this number are 77,603 unvested RSUs, 39,019 of which were granted on March 8, 2026 and shall vest through March 8, 2029, 19,948 of which were granted on March 8, 2025 and shall vest through March 8, 2028, 11,399 of which were granted on March 8, 2025 and shall vest through March 8, 2027, and 7,237 of which were granted on March 8, 2024 and shall vest through March 8, 2027.
Shares sold 1,700 shares Open-market sale on May 15, 2026
Sale price per share $59.91 per share Open-market sale of Dexcom common stock
Direct holdings after sale 109,504 shares Total Dexcom shares directly owned post-transaction
Unvested RSUs included in holdings 77,603 RSUs Part of 109,504 total shares held
2026 RSU grant 39,019 RSUs Granted March 8, 2026; vesting through March 8, 2029
2025 RSU grants 31,347 RSUs 19,948 vest through March 8, 2028; 11,399 through March 8, 2027
2024 RSU grant 7,237 RSUs Granted March 8, 2024; vesting through March 8, 2027
Rule 10b5-1 plan adoption date November 26, 2025 Plan governing the reported sale
Rule 10b5-1 Plan regulatory
"This 10b5-1 Plan allows the orderly disposition of shares owned by Mr. Brown."
A Rule 10b5-1 plan is a prearranged, written schedule that lets corporate insiders buy or sell company stock at set times or amounts, even if they later learn material nonpublic information. Think of it like setting an automatic thermostat for trades: it creates a clear record that trades were planned in advance, reducing the risk of insider-trading accusations and helping investors trust that insider transactions are routine rather than based on secret information.
unvested RSUs financial
"Included in this number are 77,603 unvested RSUs, 39,019 of which were granted on March 8, 2026..."
open-market sale financial
"transaction_action": "open-market sale""
An open-market sale is when a shareholder sells existing shares directly on a public exchange to any willing buyer, rather than through a private deal. Think of it like putting goods on a busy market stall where price is set by supply and demand; for investors it matters because such sales increase available supply, can put short-term downward pressure on the stock price, and signal changes in liquidity or investor confidence.
Common Stock financial
"security_title": "Common Stock""
Common stock represents ownership shares in a company, giving investors a stake in its success and a say in important decisions through voting rights. It is the most common type of stock traded on markets and can provide income through dividends, as well as potential for value growth. For investors, holding common stock means sharing in the company’s profits and risks.
restricted stock units financial
"unvested RSUs ... which were granted on March 8, 2024 and shall vest through March 8, 2027."
Restricted stock units are a type of company reward where employees are promised shares of stock, but they only fully own these shares after meeting certain conditions, like staying with the company for a set time. They matter because they can become valuable assets and are often used to motivate employees to help the company succeed.
SEC Form 4
FORM 4UNITED 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
Estimated average burden
hours per response:0.5
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
X
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 CALIFORNIA 92121

(City)(State)(Zip)

UNITED STATES

(Country)
2. Issuer Name and Ticker or Trading Symbol
DEXCOM INC [ DXCM ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director10% Owner
XOfficer (give title below)Other (specify below)
EVP, Chief Legal Officer
2a. Foreign Trading Symbol
3. Date of Earliest Transaction (Month/Day/Year)
05/15/2026
6. Individual or Joint/Group Filing (Check Applicable Line)
XForm filed by One Reporting Person
Form filed by More than One Reporting Person
4. If Amendment, Date of Original Filed (Month/Day/Year)

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)
CodeVAmount(A) or (D)Price
Common Stock05/15/2026S1,700(1)D$59.91109,504(2)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)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Explanation of Responses:
1. On November 26, 2025, Mr. Brown adopted a 10b5-1 Plan. This 10b5-1 Plan allows the orderly disposition of shares owned by Mr. Brown. The shares set forth above were sold pursuant to the 10b5- 1 Plan.
2. Included in this number are 77,603 unvested RSUs, 39,019 of which were granted on March 8, 2026 and shall vest through March 8, 2029, 19,948 of which were granted on March 8, 2025 and shall vest through March 8, 2028, 11,399 of which were granted on March 8, 2025 and shall vest through March 8, 2027, and 7,237 of which were granted on March 8, 2024 and shall vest through March 8, 2027.
Remarks:
/s/ Jereme M. Sylvain, as Attorney-in-Fact for Michael Jon Brown05/19/2026
** Signature of Reporting PersonDate
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.
* Form 4: SEC 1474 (03-26)

FAQ

What did Dexcom (DXCM) executive Michael Jon Brown report in this Form 4?

Michael Jon Brown reported selling 1,700 shares of Dexcom common stock. The shares were sold on May 15, 2026 at $59.91 per share in an open‑market transaction under a pre‑arranged Rule 10b5‑1 trading plan.

How many Dexcom (DXCM) shares did Michael Jon Brown sell and at what price?

He sold 1,700 Dexcom common shares at $59.91 per share. This was an open‑market sale, representing a relatively small portion of his overall holdings, and was executed pursuant to a previously adopted Rule 10b5‑1 trading plan.

How many Dexcom (DXCM) shares does Michael Jon Brown hold after this sale?

After the transaction, he holds 109,504 Dexcom shares directly. That total includes 77,603 unvested restricted stock units that are scheduled to vest over several years, providing a significant continuing equity interest in the company.

Was Michael Jon Brown’s Dexcom (DXCM) stock sale under a Rule 10b5-1 plan?

Yes. The filing notes Brown adopted a Rule 10b5‑1 trading plan on November 26, 2025. The 1,700 shares sold on May 15, 2026 were transacted pursuant to this pre‑arranged plan, indicating the sale was scheduled in advance.

What restricted stock units (RSUs) are included in Michael Jon Brown’s Dexcom (DXCM) holdings?

His 109,504‑share position includes 77,603 unvested RSUs. These RSUs come from grants made in 2024, 2025, and 2026, with vesting dates extending through March 8, 2029, aligning compensation with Dexcom’s longer‑term performance.

Does this Dexcom (DXCM) Form 4 indicate any derivative exercises by Michael Jon Brown?

No derivative exercises are shown in this Form 4. The reported activity is a single non‑derivative transaction: an open‑market sale of 1,700 Dexcom common shares, with no options or other derivative securities listed as exercised.