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~~October 1424, 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~~On ~~September~~October 1424, 2025, ~~Kevin~~the R.Board ~~Sayer,~~of ~~Chief~~Directors ~~Executive~~(the ~~Officer~~“Board”) of DexCom, Inc. (~~principal~~“Dexcom” ~~executive~~or ~~officer~~the “Company”), pursuant to the Amended and ~~Chairman~~Restated Bylaws of the ~~Board~~Company, increased the size of ~~DexCom~~the Board to ten directors and appointed Dr. Euan Ashley as a director, ~~Inc~~effective immediately. Dr. Ashley will hold office for a term expiring at the 2026 annual meeting of Dexcom’s stockholders (the “~~Dexcom~~2026 Annual Meeting”). orThe Board also appointed Dr. Ashley to serve as a member of the Nominating and Governance Committee (the “~~Company~~Nominating Committee”) isand ~~taking~~the Technology Committee of the Board, effective immediately. In connection with Dr. Ashley’s appointment to the Nominating Committee, Kyle Malady will step down as a ~~temporary~~member ~~medical~~of ~~leave~~the Nominating Committee but continue in his role as chair of ~~absence~~the Technology Committee.

~~Accordingly~~As previously disclosed, ~~effective~~on ~~September~~July 1430, 2025, ~~Dexcom’s~~the ~~Board~~Company offiled ~~Directors~~a (Current Report on Form 8-K to announce, among other things, the “increase in the size of the Board”) ~~appointed~~to ~~Jacob~~ten S.directors ~~Leach~~effective January 1, ~~President~~2026, and ~~Chief~~the ~~Operating~~appointment ~~Officer,~~of toJacob ~~serve~~S. Leach as ~~Dexcom’s~~a ~~interim~~director ~~principal~~effective ~~executive~~January ~~officer~~1, in2026, ~~addition~~provided he continues to ~~his~~provide ~~current~~services ~~duties~~to the Company. In ~~addition~~connection with Dr. Ashley’s appointment, ~~Mark~~on ~~Foletta~~October 24, ~~Lead~~2025, ~~Independent~~the ~~Director~~Board also increased the size of the Board, ~~was~~from ~~appointed~~ten to ~~serve~~eleven asdirectors ~~Dexcom’s~~effective ~~interim~~January ~~chairman~~1, of2026, and confirmed the ~~Board.~~previous ~~Messrs~~appointment of Mr. Leach ~~and~~as ~~Foletta~~a ~~will~~director ~~not~~effective ~~receive~~January ~~any~~1, ~~additional~~2026, ~~compensation~~provided inhe ~~connection~~continues service with ~~their~~the ~~respective interim appointments~~Company.

~~Biographical~~There is no arrangement or understanding between Dr. Ashley and any other ~~information~~persons ~~for~~pursuant Mrto which Dr. ~~Leach~~Ashley iswas ~~set~~selected ~~forth~~as ina ~~Dexcom’s~~director. ~~definitive~~Dr. ~~proxy~~Ashley ~~statement~~is onnot ~~Schedule~~a ~~14A~~party ~~filed~~to ~~with~~and ~~the~~does ~~Securities~~not ~~and~~have ~~Exchange~~any ~~Commission~~direct onor ~~March~~indirect ~~27,~~material ~~2025~~interest ~~and~~in isany ~~incorporated~~transaction ~~herein~~with byDexcom ~~reference.~~required ~~There~~to isbe nodisclosed ~~arrangement~~under orItem ~~understanding~~404(a) ~~between~~of MrRegulation S-K. ~~Leach~~The ~~and~~Board ~~any~~determined ~~other~~that ~~persons~~Dr. Ashley qualifies as an independent director pursuant to ~~which~~the heSecurities ~~was~~Act ~~selected~~of 1933, as anamended, ~~officer.~~and ~~There~~the ~~are~~listing nostandards ~~family~~of ~~relationships~~the ~~among~~Nasdaq ~~any~~Stock ofMarket, in each case as currently in effect. Dr. Ashley also entered into Dexcom’s standard form of indemnity agreement for its directors orand executive officers, ~~and~~which ~~Mr.~~was ~~Leach,~~filed ~~and~~as MrExhibit 10.43 ~~Leach~~to ~~does~~Dexcom’s ~~not~~Annual ~~have~~Report ~~any~~on ~~direct~~Form or10-K ~~indirect~~for ~~material~~the ~~interest~~fiscal inyear ~~any~~ended ~~transaction~~December ~~required~~31, to2020, beas ~~disclosed~~filed ~~pursuant~~with tothe ~~Item~~Securities ~~404(a)~~and ofExchange ~~Regulation~~Commission ~~S-K~~on February 11, 2021.

In accordance with Dexcom’s non-employee director compensation program, upon his appointment Dr. Ashley 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 Dr. Ashley’s continued service. Dr. Ashley 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 $345,000 for his service on the Board and committees. 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 October 27, 2025, Dexcom announced the appointment of Dr. Ashley 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 October 27, 2025
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. SYLVAINJereme M. SylvainExecutive Vice President, Chief Financial Officer
Date:						~~September~~October 1527, 2025

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