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Our common stock is traded on the Nasdaq Global Select Market under the symbol “DXCM.”
−Removed: We had fewer than 40 stockholders of record as of December 31, 2022.
+Added: We had approximately 35 stockholders of record as of February 1, 2024.
The number of beneficial owners of our common stock at that date was substantially greater than the number of record holders because a large portion of our common stock is held of record through brokerage firms in “street name.”
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Recent Sales of Unregistered Securities
−Removed: There were no unregistered sales of equity securities which have not been previously disclosed in a quarterly report on Form 10-Q or a current report on Form 8-K during the fiscal year ended December 31, 2022.
+Added: In connection with the accelerated share repurchase agreement with Bank of America, N.A., we issued 6,325 shares of our common stock in December 2023 in a private placement exempt from the registration requirements of the Securities Act in reliance on the exemption set forth in Section 4(a)(2) of the Securities Act.
+Added: There were no other unregistered sales of equity securities which have not been previously disclosed in a quarterly report on Form 10-Q or a current report on Form 8-K during the last three fiscal years ended December 31, 2023.
Purchases of Equity Securities by the Issuer and Affiliated Purchasers
−Removed: On July 28, 2022, we announced that a duly authorized committee of our Board of Directors authorized and approved a share repurchase program of up to $700 million of our outstanding common stock, with a repurchase period ending no later than June 30, 2023.
−Removed: As of December 31, 2022, approximately $142.3 million remained available for repurchase pursuant to our share repurchase program.
−Removed: The following table provides information about purchases by the Company of its shares of common stock during the three months ended December 31, 2022:
+Added: On October 24, 2023, our Board of Directors authorized and approved a share repurchase program of up to $500.0 million of our outstanding common stock, with a repurchase period ending no later than October 31, 2024 (“2023 Share Repurchase Program”).
+Added: Under the 2023 Share Repurchase Program, on October 31, 2023, we entered into an accelerated share repurchase agreement (“2023 ASR”) with Bank of America, N.A.
+Added: (“BofA”) to repurchase shares of our common stock in an aggregate notional amount of up to $500.0 million.
+Added: See Note 9 “Employee Benefit Plans and Stockholders' Equity” to the consolidated financial statements in Part II, Item 8 of this Annual Report on Form 10-K for additional information about our share repurchases during the year ended December 31, 2023.
+Added: The following table provides information about purchases by us of our shares of common stock during the three months ended December 31, 2023:
Period Total number of shares purchased Average price paid per share Total number of shares purchased as part of publicly announced program Maximum dollar value of shares that may yet be purchased under the program
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4,710,870 $ 100.0
−Removed: See Note 9, “Share Repurchase Program and Treasury Shares” to the consolidated financial statements in Part II, Item 8 of this Annual Report for information about purchases for the year ended December 31, 2022.
+Added: 11/01/2023 - 11/30/2023
+Added: — $ — — $ 100.0
+Added: 12/01/2023 - 12/31/2023
+Added: (1) Pursuant to the terms of the 2023 ASR, in October 2023, we paid BofA $500.0 million in cash and received an initial delivery of approximately 4.7 million shares of our common stock based on the closing market price on October 30, 2023 of $84.91.
+Added: This initial delivery of shares represented approximately 80% of the notional amount of the 2023 ASR.
+Added: On December 14, 2023, the 2023 ASR was settled.
+Added: Based on the volume-weighted average price of our common stock, less a discount, of $106.28 during the term of the 2023 ASR, we owed BofA 6,325 shares of common stock.
+Added: We elected to settle the forward contract by issuing 6,325 treasury shares on December 15, 2023 to BofA.
Company Stock Price Performance
−Removed: The graph below compares the cumulative total stockholder return on our common stock with the cumulative total returns on the Nasdaq Composite Index and the Nasdaq Medical Equipment Index over the five-year period ended December 31, 2022.
+Added: Our 2022 Annual Report on Form 10-K included a comparison of the 5-year cumulative total return of our common stock with the Nasdaq Composite index and the Nasdaq Medical Equipment index.
+Added: As a result of the discontinuation of the Nasdaq Medical Equipment index in 2022, we believe that the S&P Health Care Equipment Select Industry index is a more appropriate index for comparison of our stock performance.
+Added: Accordingly, the graph below compares the cumulative total stockholder return on our common stock with the cumulative total returns on the Nasdaq Composite index, the Nasdaq Medical Equipment index, the S&P Health Care Equipment Select Industry index, and the S&P 500 index over the five-year period ended December 31, 2023.
The graph assumes that $100 was invested in Dexcom common stock and in each of the other indices on December 31, 2018 and that all dividends were reinvested.
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$ 100.00 $ 182.59 $ 308.61 $ 448.21 $ 378.10 $ 414.32
+Added: $ 100.00 $ 131.49 $ 155.68 $ 200.37 $ 164.08 $ 207.21
+Added: S&P Health Care Equipment $ 100.00 $ 122.72 $ 163.40 $ 169.11 $ 129.60 $ 122.26
Nasdaq Composite $ 100.00 $ 136.69 $ 198.10 $ 242.03 $ 163.28 $ 236.17
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Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.