DEXCOM INC 10-Q

ITEM 5 - OTHER INFORMATION Trading Plans During the three months ended March 31, 2024, the following Section 16 officers and directors adopted a “Rule 10b5-1 trading arrangement” (as defined in Item 408 of Regulation S-K of the Exchange Act) intended to satisfy the affirmative defense of Rule 10b5-1(c): Name Title Action Action Date Aggregate Number of Shares to be Sold (1) Expiration Date (2) Mark G. Foletta Director Adoption (3) 3/15/2024 6,000 3/15/2025 Bridgette P. Heller Director Adoption 2/25/2024 3,352 3/21/2025 Jacob S. Leach Executive Vice President, Chief Operating Officer Adoption 3/15/2024 102,732 3/15/2025 (1) The actual number of shares sold may depend on the net shares vested as a result of tax withholding obligations, the vesting of certain PSUs, the number of shares purchased under employee stock purchase plans, one or more limit orders, as applicable, and therefore, may not be determinable at this time. (2) Each trading arrangement permitted or permits transactions through and including the date listed in the table. (3) Adopted on behalf of a trust for which Mr. Foletta serves as a trustee. Each of the Rule 10b5-1 trading arrangements disclosed in the above table was adopted in accordance with our insider trading policy. Transactions made pursuant to such trading arrangements will be disclosed publicly in Section 16 filings with the SEC in accordance with applicable securities laws, rules and regulations. No Section 16 officers or directors adopted , modified, or terminated a “non-Rule 10b5-1 trading arrangement” (as defined in Item 408 of Regulation S-K of the Exchange Act) during the three months ended March 31, 2024. 43 Table of Contents ITEM 6 - EXHIBITS Incorporated by Reference Exhibit Number Exhibit Description Form File No. Date of First Filing Exhibit Number Provided Herewith 1 0.1* Warrant Termination Agreement between DexCom, Inc. and Bank of America, N.A., dated February 13, 2024. 8-K 000-51222 February 15, 2024 10.1 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 Inline 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 101.PRE Inline XBRL Taxonomy Extension Presentation Linkbase Document X 44 Table of Contents Incorporated by Reference Exhibit Number Exhibit Description Form File No. Date of First Filing Exhibit Number Provided Herewith 104 Cover Page Interactive Data File - the cover page from the Registrant’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2024 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 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 or the Exchange Act, except to the extent that Dexcom specifically incorporates it by reference. 45 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: April 25, 2024 By: /s/ KEVIN R. SAYER Kevin R. Sayer, Chairman of the Board of Directors, President and Chief Executive Officer (Principal Executive Officer) Dated: April 25, 2024 By: /s/ JEREME M. SYLVAIN Jereme M. Sylvain, Executive Vice President and Chief Financial Officer (Principal Financial and Accounting Officer) 46