Stern Sadie 4

What Happened

• Sadie Stern, EVP and Chief Human Resources Officer of Dexcom, received 7,123 shares on January 29, 2026 as the payout from performance-based restricted stock units (PSUs) that vested after achievement of performance conditions. The shares were reported as acquired at $0.00 (i.e., issuance upon vesting).
• To cover tax withholding obligations on the vesting, 2,656 shares were withheld by the company (reported as disposed) at an implied value of $73.36 per share, totaling $194,844. The withholding is a company tax-remittance action, not an open-market sale by Stern.

Key Details

• Transaction date: January 29, 2026; Form 4 filed February 2, 2026 (appears timely).
• Shares issued: 7,123 shares (PSU vesting) reported as acquired at $0.00.
• Shares withheld for taxes: 2,656 shares at $73.36/share = $194,844 (reported as disposed to satisfy tax withholding).
• Shares owned after transaction: Not specified in the filing.
• Footnotes: F1 confirms issuance on vesting of PSUs granted March 8, 2023; F2 clarifies withheld shares were for tax remittance and not a sale by the reporting person; F3 lists 74,450 unvested RSUs remaining with varied future vesting schedules.
• Transaction code meanings: A = Award/Grant (vesting), F = Tax withholding (net settlement), per Form 4 conventions.

Context

• This was a PSU/RSU vesting event (equity award payout), not an open-market purchase or sale. Withholding of shares to cover taxes is routine and does not necessarily indicate the insider is selling shares for investment reasons.
• For retail investors, award vesting shows compensation realization by an executive but is common and often pre-planned; it should be interpreted differently than a voluntary sale or purchase.