DEXCOM INC 10-Q

ITEM 5 - OTHER INFORMATION Trading Plans During the three months ended September 30, 2023, none of our directors or officers informed us of the adoption or termination of a “Rule 10b5-1 trading arrangement” or “ non-Rule 10b5-1 trading arrangement,” as those terms are defined in Regulation S-K, Item 408, except as described in the table below: Character of Trading Arrangement Name Title Action Action Date Rule 10b5-1* Non-Rule 10b5-1** Total Shares to be Sold Expiration Date (1) Michael Brown Executive Vice President, Chief Legal Officer Termination (2) 8/29/2023 X 3,612 12/15/2023 Michael Brown Executive Vice President, Chief Legal Officer Adoption (2) 8/29/2023 X Up to 14,463 (3) 8/30/2024 Nicholas Augustinos Director Adoption 9/15/2023 X Up to 7,648 9/15/2024 * Intended to satisfy the affirmative defense of Rule 10b5-1(c) ** Not intended to satisfy the affirmative defense of Rule 10b5-1(c) (1) Except as indicated by footnote, each trading arrangement permitted or permits transactions through and including the earlier to occur of (a) the completion of all purchases or sales or (b) the date listed in the table. (2) Represents the modification, as described in Rule 10b5-1(c)(1)(iv) under the Exchange Act, of a written plan adopted on 12/15/2022 that was intended to satisfy the affirmative defense conditions of Rule 10b5-1(c), as then in effect, under the Exchange Act. (3) The number of shares of common stock sold under the Rule 10b5-1 trading arrangement will be net of shares withheld for applicable tax obligations upon the vesting of covered securities and is not yet determinable. Each new Rule 10b5-1 Plan that was adopted in the above table includes a representation from Messrs. Brown and Augustinos, respectively, to the broker administering the plan that he was not in possession of any material nonpublic information regarding Dexcom or the securities subject to the Rule 10b5-1 Plan at the time the Rule 10b5-1 Plan was entered into. A similar representation was made to Dexcom in connection with the adoption of the Rule 10b5-1 Plan under Dexcom’s insider trading policy. Those representations were made as of the Adoption Date set forth above, and speak only as of that date. In making those representations, there is no assurance with respect to any material nonpublic information of which the directors and officers was unaware, or with respect to any material nonpublic information acquired by the above directors and officers or Dexcom after the date of the representation. Once executed, transactions under a Rule 10b5-1 Plan adopted during the period described above will be disclosed publicly through Form 4 and/or Form 144 filings with the SEC in accordance with applicable securities laws, rules, and regulations. Except as may be required by law, Dexcom does not undertake any obligation to update or report any modification, termination, or other activity under current or future Rule 10b5-1 plans that may be adopted by Messrs. Brown and Augustinos, respectively, or other officers or directors of Dexcom. 87 Table of Contents ITEM 6 - EXHIBITS Incorporated by Reference Exhibit Number Exhibit Description Form File No. Date of First Filing Exhibit Number Provided Herewith 10.01* Amendment Number Sixteen to Amended and Restated Non-Exclusive Distribution Agreement, dated September 1, 2023, by and between DexCom, Inc. and Byram Healthcare Centers, Inc. — — — — X 10.02* Amendment Number Thirteen to Non-Exclusive Distribution Agreement, dated September 1, 2023, by and between DexCom, Inc. and RGH Enterprises, LLC. — — — — X 31.01 Certification of Chief Executive Officer Pursuant to Securities Exchange Act Rule 13a-14(a). — — — — X 31.02 Certification of Chief Financial Officer Pursuant to Securities Exchange Act Rule 13a-14(a). — — — — X 32.01** Certification of Chief Executive Officer Pursuant to 18 U.S.C. Section 1350 and Securities Exchange Act Rule 13a-14(b). — — — — X 32.02** Certification of Chief Financial Officer Pursuant to 18 U.S.C. Section 1350 and Securities Exchange Act Rule 13a-14(b). — — — — X 101.INS XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document X 101.SCH Inline XBRL Taxonomy Extension Schema Document X 101.CAL Inline XBRL Taxonomy Extension Calculation Linkbase Document X 101.DEF Inline XBRL Taxonomy Extension Definition Linkbase Document X 101.LAB Inline XBRL Taxonomy Extension Label Linkbase Document X 88 Table of Contents Incorporated by Reference Exhibit Number Exhibit Description Form File No. Date of First Filing Exhibit Number Provided Herewith 101.PRE Inline XBRL Taxonomy Extension Presentation Linkbase Document X 104 Cover Page Interactive Data File - the cover page from the Registrant’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2023 is formatted in Inline XBRL X * Portions of this exhibit have been omitted pursuant to Item 601(b)(10)(iv) of Regulation S-K. ** This certification is not deemed “filed” for purposes of Section 18 of the Securities Exchange Act, or otherwise subject to the liability of that section. Such certification will not be deemed to be incorporated by reference into any filing under the Securities Act of 1933 or the Securities Exchange Act of 1934, except to the extent that Dexcom specifically incorporates it by reference. 89 Table of Contents 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 thereunto duly authorized. DEXCOM, INC. (Registrant) Dated: October 26, 2023 By: /s/ KEVIN R. SAYER Kevin R. Sayer, Chairman of the Board of Directors, President and Chief Executive Officer (Principal Executive Officer) Dated: October 26, 2023 By: /s/ JEREME M. SYLVAIN Jereme M. Sylvain, Executive Vice President and Chief Financial Officer (Principal Financial and Accounting Officer) 90