DXCM (DXCM) HR chief reports PSU vesting and tax withholding

Rhea-AI Filing Summary

EVP and Chief HR Officer Sadie Stern reported routine equity compensation activity. On January 29, 2026, she acquired 7,123 shares of common stock at $0 upon vesting of performance-based restricted stock units granted on March 8, 2023.

The issuer withheld 2,656 shares at $73.36 solely to cover tax obligations related to this vesting, which is not a market sale by Stern. After these transactions, she directly beneficially owned 109,690 shares, including 74,450 unvested restricted stock units scheduled to vest over several dates through March 2028.

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

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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^*

Stern Sadie

(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 HR 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	112,346	D
Common Stock	01/29/2026		F		2,656(2)	D	$73.36	109,690(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 74,450 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, and 7,256 of which were granted on March 8, 2023 and shall vest through March 8, 2026.

Remarks:

	/s/ Jereme M. Sylvain, as Attorney-in-Fact for Sadie Stern	02/02/2026
	** Signature of Reporting Person	Date
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.

FAQ

What did DXCM executive Sadie Stern report in this Form 4 filing?

Sadie Stern reported equity compensation activity, including vested performance-based restricted stock units and related tax withholding. She received 7,123 common shares at $0 and had 2,656 shares withheld at $73.36 to satisfy tax obligations, with no open-market sale involved.

How many DXCM shares did Sadie Stern acquire through PSU vesting?

She acquired 7,123 shares of DXCM common stock at $0 upon vesting of performance-based restricted stock units. These PSUs were originally granted on March 8, 2023 and vested after performance conditions were achieved, increasing her direct beneficial share ownership.

Were any of Sadie Stern’s DXCM shares sold on the open market in this filing?

No open-market sale occurred in this filing. The 2,656 shares shown with a price of $73.36 were withheld by the issuer to cover tax withholding and remittance obligations tied to PSU vesting, and are explicitly described as not representing a sale by Stern.

What is Sadie Stern’s DXCM share ownership after the reported transactions?

After the reported transactions, Stern directly beneficially owned 109,690 shares of DXCM common stock. This total includes 74,450 unvested restricted stock units that are scheduled to vest in tranches with final vesting dates extending through March 2028, subject to service conditions.

What types of equity awards does Sadie Stern still hold at DXCM?

Stern holds 74,450 unvested restricted stock units in addition to vested shares. These awards come from multiple grants on March 8, 2023, March 8, 2024, and March 8, 2025, and are scheduled to vest over time, with final vesting dates running through March 8, 2028.

What do the transaction codes A and F mean in Sadie Stern’s DXCM Form 4?

Code A reflects shares acquired, here from PSU vesting, giving Stern 7,123 shares at $0. Code F reflects shares withheld by the issuer to pay taxes, here 2,656 shares at $73.36, which the filing clarifies do not represent a discretionary sale by Stern.