SAYER KEVIN R 4
4 · DEXCOM INC · Filed Feb 2, 2026
Research Summary
AI-generated summary of this filing
Dexcom (DXCM) Executive Chair Kevin R. Sayer Receives 71,218 Shares
What Happened
Kevin R. Sayer, Executive Chair and Director of Dexcom (DXCM), received 71,218 shares on January 29, 2026 upon vesting of performance-based restricted stock units (PSUs). Of those shares, 34,257 were withheld by the company to satisfy tax withholding obligations at an effective per-share value of $73.36, totaling $2,513,094. The award shares were reported at $0.00 acquisition price (issued upon vesting).
Key Details
- Transaction date: January 29, 2026 (Form 4 filed February 2, 2026).
- Award: 71,218 shares issued (code A) at $0.00.
- Tax withholding: 34,257 shares withheld (code F) at $73.36 per share, amounting to $2,513,094; this withholding is not a sale by the reporting person (footnote).
- Net shares delivered to Sayer: 71,218 − 34,257 = 36,961 shares.
- Remaining unvested RSUs noted in filing: 138,091 total unvested restricted stock units (85,490 granted Mar 8, 2025 vest through Mar 8, 2028; 34,461 granted Mar 8, 2024 vest through Mar 8, 2027; 18,140 granted Mar 9, 2023 vest through Mar 8, 2026).
- Footnotes: F1 confirms vesting resulted from achievement of PSU performance conditions (grant date Mar 9, 2023). F2 clarifies withheld shares cover tax obligations and are not a market sale.
Context
This filing reflects vesting and net settlement of performance-based RSUs (an award), not an open-market purchase or a discretionary sale. The tax-withholding was handled via share withholding (common for RSU/PSU settlements), which reduces the number of shares delivered to the insider but does not indicate a market-sale decision.
Insider Transaction Report
- Award
Common Stock
[F1]2026-01-29+71,218→ 443,247 total - Tax Payment
Common Stock
[F2][F3]2026-01-29$73.36/sh−34,257$2,513,094→ 408,990 total
Footnotes (3)
- [F1]Represents shares issued to the Reporting Person upon vesting of performance-based restricted stock units (PSUs) granted to the Reporting Person on March 9, 2023, resulting from achievement of performance conditions under the PSUs.
- [F2]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.
- [F3]Included in this number are 138,091 unvested restricted stock units, 85,490 of which were granted on March 8, 2025 and shall vest through March 8, 2028, 34,461 of which were granted on March 8, 2024 and shall vest through March 8, 2027, and 18,140 of which were granted on March 9, 2023 and shall vest through March 8, 2026.