What changed in this filing

/stocks — the workspaceLOADING

Item 9A. Controls and Procedures

2026-02-12 compared with 2025-02-18 · 346 added, 393 removed, 1135 unchanged (39% of the section changed)

10 unchanged sentences

Our internal control over financial reporting is designed to provide reasonable assurance to our management and Board of Directors regarding the preparation and fair presentation of published financial statements.

Our management, with the participation of the Chief Executive and Chief Financial Officers, assessed the effectiveness of our internal control over financial reporting as of December 31, 2024.

Our management, with the participation of our Chief Executive Officer and Chief Financial Officer, assessed the effectiveness of our internal control over financial reporting as of December 31, 2025.

In making this assessment, our management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in Internal Control—Integrated Framework (2013).

Based on this assessment, our management, with the participation of the Chief Executive and Chief Financial Officers, believes that, as of December 31, 2024, our internal control over financial reporting is effective based on those criteria.

The effectiveness of our internal control over financial reporting as of December 31, 2024 has been audited by Ernst & Young LLP, an Independent Registered Public Accounting Firm, as stated in their report which is included herein.

Based on this assessment, our management, with the participation of our Chief Executive Officer and Chief Financial Officer, believes that, as of December 31, 2025, our internal control over financial reporting is effective based on those criteria.

The effectiveness of our internal control over financial reporting as of December 31, 2025 has been audited by Deloitte & Touche LLP, an Independent Registered Public Accounting Firm, as stated in their report which is included herein.

The certifications of our Chief Executive Officer and Chief Financial Officer required under Section 302 of the Sarbanes-Oxley Act have been filed as Exhibits 31.1 and 31.2 to this report.

10 unchanged sentences

Opinion on Internal Control over Financial Reporting

We have audited DexCom, Inc.’s internal control over financial reporting as of December 31, 2024, based on criteria established in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework) (the COSO criteria).

In our opinion, DexCom, Inc.

(the Company) maintained, in all material respects, effective internal control over financial reporting as of December 31, 2024, based on the COSO criteria.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated balance sheets of the Company as of December 31, 2024 and 2023, the related consolidated statements of operations, comprehensive income, stockholders’ equity and cash flows for each of the three years in the period ended December 31, 2024, and the related notes and financial statement schedule listed in the Index at Item 15(a) and our report dated February 14, 2025 expressed an unqualified opinion thereon.

We have audited the internal control over financial reporting of DexCom, Inc.

and subsidiaries (the “Company”) as of December 31, 2025, based on criteria established in Internal Control — Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).

In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2025, based on criteria established in Internal Control — Integrated Framework (2013) issued by COSO.

We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated financial statements as of and for the year ended December 31, 2025, of the Company and our report dated February 12, 2026, expressed an unqualified opinion on those financial statements.

Basis for Opinion

14 unchanged sentences

Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

/s/ Ernst & Young LLP

/s/ Deloitte & Touche LLP

San Diego, California

2 unchanged sentences

Trading Plans

During the three months ended December 31, 2024, no Section 16 officers or directors adopted , modified, or terminated a “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement” (each as defined in Item 408 of Regulation S-K of the Exchange Act).

During the three months ended December 31, 2025, the following Section 16 officers and directors adopted, modified, or terminated 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 Expiration Date (1)

Brown Executive Vice President, Chief Legal Officer Adoption

11/26/2025 20,400

Leach President, Chief Executive Officer, and Director Termination

11/7/2025 102,732 (2)

(1) Each trading arrangement permitted or permits transactions through and including the date listed in the table.

(2) As of the date of termination, no shares of common stock had been sold under the plan.

Each of the Rule 10b5-1 trading arrangements disclosed in the above table was made 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 December 31, 2025.

ITEM 9C - DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS

11 unchanged sentences

The information concerning the Company’s insider trading policies and compliance with Section 16(a) required by this Item is incorporated by reference to the sections of the Proxy Statement entitled “Insider Trading Policy;

Anti-Hedging” and “Delinquent Section 16(a) Reports”, respectively.

Anti-Hedging” and “Delinquent Section 16(a) Reports” (as applicable), respectively.

ITEM 11 - EXECUTIVE COMPENSATION

35 unchanged sentences

4.5 Description of Securities Registered Under Section 12 of the Exchange Act.

000-51222 February 18, 2025 4.5

10.1* Offer letter between DexCom, Inc.

31 unchanged sentences

10-Q 000-51222 July 27, 2023 10.06

10.12* 2015 Employee Stock Purchase Plan and forms of subscription agreements.

10-K 000-51222 February 8, 2024 10.12

Amended and Restated Collaboration and License Agreement, dated November 20, 2018, by and between DexCom, Inc.

4 unchanged sentences

8-K 000-51222 February 15, 2024 10.1

10.15* Severance Agreement and General Release, dated October 22, 2024, between DexCom, Inc.

and Teri Lawver.

Confidential Settlement and Patent License Agreement, dated December 20, 2024, between Abbott Diabetes Care Inc.

and DexCom, Inc.

10.17* Amended and Restated 2015 Equity Incentive Plan and forms of award agreements.

000-51222 February 18, 2025 10.16

Amended and Restated 2015 Equity Incentive Plan.

000-51222 May 9, 2025 10.1

Amended and Restated 2015 Employee Stock Purchase Plan.

000-51222 May 9, 2025 10.2

Offer Letter, effective January 1, 2026, by and between DexCom, Inc.

8-K 000-51222 December 22, 2025 10.1

Form of award agreement under the Amended and Restated 2015 Equity Incentive Plan.

Form of enrollment agreement under the Amended and Restated 2015 Employee Stock Purchase Plan.

19.1* Insider Trading Policy.

10-K 000-51222 February 18, 2025 19.1

21.1 List of Subsidiaries.

23.1 Consent of Independent Registered Public Accounting Firm.

23.1 Consent of Independent Registered Public Accounting Firm (Deloitte & Touche LLP).

Consent of Independent Registered Public Accounting Firm (Ernst & Young LLP).

24.1 Power of Attorney (see signature page of this Form 10-K).

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POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Kevin R.

Sayer and Jereme M.

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Jacob S.

Leach and Jereme M.

Sylvain, jointly and severally, his or her attorneys-in-fact, each with the power of substitution, for him or her in any and all capacities, to sign any amendments to this Annual Report on Form 10-K and to file same, with exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto each of said attorneys-in-fact and agents, full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that each of said attorneys-in-fact, or his substitutes, may do or cause to be done by virtue hereof.

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Signature Title Date

SAYER Chairman of the Board of Directors, President and Chief Executive Officer (Principal Executive Officer) February 14, 2025

President, Chief Executive Officer, and Director (Principal Executive Officer)

February 12, 2026

/s/ JEREME M.

SYLVAIN Executive Vice President and Chief Financial Officer (Principal Financial and Accounting Officer) February 12, 2026

FOLETTA Lead Independent Director

Executive Chairman of the Board of Directors February 12, 2026

FOLETTA Interim Chairman of the Board of Directors and Lead Independent Director

February 12, 2026

1 unchanged sentence

ALTMAN Director February 12, 2026

February 12, 2026

/s/ NICHOLAS AUGUSTINOS Director February 12, 2026

2 unchanged sentences

COLLINS Director February 12, 2026

/s/ KAREN DAHUT Director February 14, 2025

/s/ RIMMA DRISCOLL Director February 12, 2026

Rimma Driscoll

/s/ RENÉE GALÁ

February 12, 2026

/s/ BRIDGETTE P.

1 unchanged sentence

/s/ KYLE MALADY Director February 12, 2026

TOPOL Director February 14, 2025

Index to Consolidated Financial Statements

Report of Independent Registered Public Accounting Firm

Report of Independent Registered Public Accounting Firm (PCAOB ID:

Consolidated Balance Sheets

7 unchanged sentences

Opinion on the Financial Statements

We have audited the accompanying consolidated balance sheets of DexCom, Inc.

(the Company) as of December 31, 2024 and 2023, the related consolidated statements of operations, comprehensive income, stockholders’ equity and cash flows for each of the three years in the period ended December 31, 2024, and the related notes and financial statement schedule listed in the Index at Item 15(a) (collectively referred to as the “consolidated financial statements”).

In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company at December 31, 2024 and 2023, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2024, in conformity with U.S.

We have audited the accompanying consolidated balance sheet of DexCom, Inc.

and subsidiaries (the “Company”) as of December 31, 2025, the related consolidated statements of operations, comprehensive income, stockholders’ equity, and cash flows, for the year ended December 31, 2025, and the related notes and the schedule listed in the Index at Item 15(a) (collectively referred to as the “financial statements”).

In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2025, and the results of its operations and its cash flows for the year ended December 31, 2025, in conformity with accounting principles generally accepted in the United States of America.

We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company’s internal control over financial reporting as of December 31, 2025, based on criteria established in Internal Contro l — Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission and our report dated February 12, 2026, expressed an unqualified opinion on the Company’s internal control over financial reporting.

Basis for Opinion

These financial statements are the responsibility of the Company’s management.

Our responsibility is to express an opinion on the Company’s financial statements based on our audit.

We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S.

federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audit in accordance with the standards of the PCAOB.

Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud.

Our audit included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks.

Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements.

Our audit also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements.

We believe that our audit provides a reasonable basis for our opinion.

Critical Audit Matter

The critical audit matter communicated below is a matter arising from the current period audit of the financial statements that was communicated or required to be communicated to the audit committee and that (1) relates to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments.

The communication of critical audit matters does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.

Pharmacy Rebates in the United States — Refer to Note 1.

Revenue Recognition – Variable Consideration to the financial statements

Critical Audit Matter Description

As disclosed in Note 1 to the financial statements, when revenue is recognized, the Company includes an estimate of variable consideration in the calculation of the transaction price.

Variable consideration includes, but is not limited to, rebates, chargebacks, product returns provision, and prompt payment discounts.

The Company classifies these items as a liability unless the criteria for right of offset are met;

in such cases, the Company may classify these items as a reduction of accounts receivable.

The Company is subject to rebates on pricing programs with managed care organizations, such as pharmacy benefit managers, government, and third-party payors.

The estimate of pharmacy rebates in the United States (collectively, “U.S.

pharmacy rebates”) involves the consideration of contractual arrangements, estimates of products sold subject to rebate, known events or trends, and channel inventory data.

Given the subjectivity and complexity of evaluating management’s assumptions used in the estimation of U.S.

pharmacy rebates, auditing U.S.

pharmacy rebates requires a high degree of auditor judgment and an increased extent of effort.

How the Critical Audit Matter Was Addressed in the Audit

Our audit procedures related to the U.S.

pharmacy rebates included the following, among others:

• We tested the effectiveness of certain controls related to management’s assessment of assumptions related to estimating the U.S.

pharmacy rebates reserve and the associated variable consideration.

• We evaluated the appropriateness and consistency of the Company’s methods and assumptions used to calculate the U.S.

pharmacy rebates reserve and the associated variable consideration by:

◦ Testing the underlying data, including historical and current year gross sales to distributor customers, rebate payments, and inventory sold reported from distributors.

◦ Evaluating the Company’s ability to estimate the U.S.

pharmacy rebates accrual accurately by comparing actual amounts incurred for the U.S.

pharmacy rebates accruals to historical estimates.

◦ Evaluating known events or trends affecting the U.S.

pharmacy rebates.

/s/ Deloitte & Touche LLP

San Diego, CA

February 12, 2026

We have served as the Company’s auditor since 2025.

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Stockholders and the Board of Directors of DexCom, Inc.

Opinion on the Financial Statements

We have audited the accompanying consolidated balance sheet of DexCom, Inc.

(the Company) as of December 31, 2024, the related consolidated statements of operations, comprehensive income, stockholders’ equity and cash flows for each of the two years in the period ended December 31, 2024, and the related notes and financial statement schedule listed in the Index at Item 15(a) (collectively referred to as the “consolidated financial statements”).

In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company at December 31, 2024, and the results of its operations and its cash flows for each of the two years in the period ended December 31, 2024, in conformity with U.S.

generally accepted accounting principles.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company’s internal control over financial reporting as of December 31, 2024, based on criteria established in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework), and our report dated February 14, 2025 expressed an unqualified opinion thereon.

Basis for Opinion

9 unchanged sentences

We believe that our audits provide a reasonable basis for our opinion.

Critical Audit Matter

(1) relates to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective or complex judgments.

The communication of the critical audit matter does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the account or disclosure to which it relates.

Estimation of variable consideration for revenue recognition

Description of the Matter As discussed in Note 1 of the consolidated financial statements, the Company includes an estimate of variable consideration in the calculation of the transaction price at the time of sale.

The Company estimates reductions for pharmacy rebates based on contractual arrangements, estimates of products sold subject to rebate, known events or trends and channel inventory data.

Auditing management’s determination of variable consideration relating to pharmacy rebates involved a high degree of subjectivity in evaluating management’s estimates.

In estimating pharmacy rebates, management applies contracted rates to estimates of products sold subject to rebate, known market events or trends and channel inventory data.

How We Addressed the Matter in Our Audit

We obtained an understanding, evaluated the design and tested the operating effectiveness of controls over the Company’s processes to determine pharmacy rebates, including the underlying assumptions.

Our audit procedures also included, among others, evaluating the significant assumptions and the accuracy and completeness of the underlying data used in management’s calculations.

This included testing contractual rates, management’s estimates of products sold subject to rebate, and inventory held by third parties at the end of the period, through a combination of underlying data validation by inspection of source documents, agreement to underlying contracts, and review for consistency against historical data.

In addition, we inspected the results of the Company’s analysis of pharmacy rebates claimed and evaluated the estimates made based on historical experience.

/s/ Ernst & Young LLP

We have served as the Company’s auditor since 2000.

We served as the Company’s auditor from 2000 to 2025.

San Diego, California

1 unchanged sentence

Consolidated Balance Sheets

(In millions, except share and par value data)

(In millions, except par value data)

Current assets:

18 unchanged sentences

Short-term operating lease liabilities 21.6 22.5

Deferred revenue 8.0 18.4

Other current liabilities

Total current liabilities 2,142.5 2,932.0

3 unchanged sentences

Total liabilities 3,593.9 4,381.9

Commitments and contingencies

Commitments and contingencies (Note 6)

Stockholders’ equity:

5 unchanged sentences

Additional paid-in capital 2,281.5 2,093.8

Accumulated other comprehensive loss ( 8.0 ) ( 16.7 )

Accumulated other comprehensive income (loss) 115.0 ( 8.0 )

Retained earnings 2,433.9 1,597.6

7 unchanged sentences

Twelve Months Ended

2024 2023 2022

(In millions, except per share data) 2025 2024 2023

7 unchanged sentences

Operating income 911.8 600.0 597.7

Other income (expense), net

109.0 112.7 ( 0.4 )

Other income, net 176.6 109.0 112.7

Income before income taxes 1,088.4 709.0 710.4

8 unchanged sentences

Twelve Months Ended

2024 2023 2022

(In millions) 2025 2024 2023

2 unchanged sentences

Translation adjustments and other 122.2 8.6 ( 9.2 )

Unrealized gain (loss) on marketable debt securities 0.1 4.1 ( 2.3 )

Unrealized gain on marketable debt securities 0.8 0.1 4.1

Total other comprehensive income (loss), net of tax 123.0 8.7 ( 5.1 )

2 unchanged sentences

Consolidated Statements of Stockholders’ Equity

Accumulated Other Comprehensive Income (Loss)

Common Stock Additional

Capital Accumulated Other Comprehensive Income (Loss) Retained Earnings Treasury Stock Total

Capital Translation Adjustments and Other Net Unrealized Gain (Loss) on Marketable Securities Retained Earnings Treasury Stock Total

Stockholders’

3 unchanged sentences

Issuance of common stock for Employee Stock Purchase Plan 0.3 — 26.6 — — — — 26.6

Issuance of common stock in connection with achievement of regulatory approval milestone, net of issuance costs 2.9 — ( 189.3 ) — — 189.2 ( 0.1 )

Purchases of treasury stock ( 6.6 ) — — — — ( 557.7 ) ( 557.7 )

Issuance of common stock in connection with achievement of sales-based milestone, net of issuance costs 3.7 — ( 323.4 ) — — — 323.2 ( 0.2 )

Purchases of treasury stock, including excise tax ( 6.3 ) — ( 0.2 ) — — — ( 689.0 ) ( 689.2 )

Tax benefit related to Senior Convertible Notes — — ( 4.4 ) — — — — ( 4.4 )

1 unchanged sentence

Benefit of note hedge upon conversions of 2023 Notes ( 12.2 ) — 1,496.5 — — — ( 1,490.3 ) 6.2

Purchase of capped call transactions, net of tax — — ( 76.3 ) — — — — ( 76.3 )

Share-based compensation expense — — 150.8 — — — — 150.8

Capitalization of sales-based milestones — — 152.4 — — — 152.4

Net income — — — — — 541.5 — 541.5

5 unchanged sentences

Purchases of treasury stock, including excise tax ( 10.4 ) — — — — — ( 749.5 ) ( 749.5 )

Tax benefit related to Senior Convertible Notes — — ( 4.4 ) — — — ( 4.4 )

Conversions of 2023 Notes 12.2 — ( 13.1 ) — — — ( 13.1 )

Benefit of note hedge upon conversions of 2023 Notes ( 12.2 ) — 1,496.5 — — ( 1,490.3 ) 6.2

Purchase of capped call transactions, net of tax — — ( 76.3 ) — — — ( 76.3 )

Exercise and settlement of warrants 12.5 — ( 1,431.3 ) — — — 1,431.3 —

Share-based compensation expense — — 170.4 — — — — 170.4

4 unchanged sentences

Issuance of common stock for Employee Stock Purchase Plan 0.4 — 28.1 — — — — 28.1

Issuance of common stock in connection with achievement of sales-based milestone, net of issuance costs 1.5 — ( 188.1 ) — — 188.1 —

Purchases of treasury stock, including excise tax ( 7.7 ) — — — — — ( 503.6 ) ( 503.6 )

Exercise and settlement of warrants 12.5 — ( 1,431.3 ) — — 1,431.3 —

Share-based compensation expense — — 159.6 — — — — 159.6

5 unchanged sentences

Twelve Months Ended

2024 2023 2022

(In millions) 2025 2024 2023

6 unchanged sentences

Deferred income taxes 182.2 ( 43.8 ) ( 55.0 )

Net (gains) losses on equity investments ( 78.1 ) 1.4 ( 1.9 )

Other non-cash income and expenses ( 21.8 ) ( 48.7 ) ( 83.9 )

9 unchanged sentences

Investing activities

Purchase of marketable securities ( 2,576.3 ) ( 3,200.4 ) ( 2,266.3 )

Purchases of marketable securities

( 1,246.6 ) ( 2,576.3 ) ( 3,200.4 )

Proceeds from sale and maturity of marketable securities 2,164.7 2,824.4 2,947.4

Purchases of property and equipment ( 363.5 ) ( 358.8 ) ( 236.6 )

Acquisitions, net of cash acquired — — ( 3.9 )

Purchases of non-marketable equity securities ( 19.2 ) ( 81.3 ) ( 19.5 )

Other investing activities 0.6 ( 15.5 ) 1.9

Net cash used in investing activities ( 207.5 ) ( 507.2 ) ( 521.5 )

Net cash provided by (used in) investing activities 536.0 ( 207.5 ) ( 507.2 )

Financing activities

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Payments for conversions of senior convertible notes — — ( 787.3 )

Repayments for maturity of senior convertible notes

( 1,207.5 ) — —

Other financing activities ( 7.0 ) ( 13.0 ) 1.5

8 unchanged sentences

Total cash, cash equivalents and restricted cash $ 919.1 $ 607.3 $ 567.5

Twelve Months Ended

2025 2024 2023

18 unchanged sentences

All significant intercompany balances and transactions have been eliminated in consolidation.

We have reclassified certain amounts previously reported in our financial statements to conform to the current presentation.

We have reclassified certain prior period amounts to conform to the current period presentation.

We determine the functional currencies of our international subsidiaries by reviewing the environment where each subsidiary primarily generates and expends cash.

1 unchanged sentence

dollars using period-end exchange rates for assets and liabilities and average exchange rates for each period for revenue, costs and expenses.

We include translation-related adjustments in comprehensive income and in accumulated other comprehensive loss in the equity section of our consolidated balance sheets.

We record gains and losses resulting from transactions with customers and vendors that are denominated in currencies other than the functional currency and from certain intercompany transactions in other income (expense), net in our consolidated statements of operations.

We include translation-related adjustments in comprehensive income and in accumulated other comprehensive income (loss) in the equity section of our consolidated balance sheets.

We record gains and losses resulting from transactions with customers and vendors that are denominated in currencies other than the functional currency and from certain intercompany transactions in other income, net in our consolidated statements of operations.

Use of Estimates

1 unchanged sentence

generally accepted accounting principles, or GAAP, requires us to make certain estimates and assumptions that affect the amounts reported in our consolidated financial statements and the disclosures made in the accompanying notes.

Areas requiring significant estimates include rebates, excess or obsolete inventories and the valuation of inventory, accruals for litigation contingencies, and the amount of our worldwide tax provision and the realizability of deferred tax assets.

Areas requiring significant estimates include pharmacy rebates, inventory reserves, loss contingencies, and the amount of our worldwide tax provision.

Despite our intention to establish accurate estimates and use reasonable assumptions, actual results may differ from our estimates.

15 unchanged sentences

We carry our other financial instruments, such as cash and cash equivalents, accounts receivable, prepaid expenses and other current assets, accounts payable and accrued liabilities, at cost, which approximates the related fair values due to the short-term maturities of these instruments.

See Note 3 “ Fair Value Measurements ” to the consolidated financial statements for more information.

See Note 2 “ Fair Value Measurements ” for more information.

Cash and Cash Equivalents

5 unchanged sentences

We carry our marketable debt securities at fair value with unrealized gains and losses reported as a separate component of stockholders’ equity in our consolidated balance sheets and included in comprehensive income.

Interest income and realized gains and losses on marketable debt securities are included in other income (expense), net in our consolidated statements of operations.

We carry our marketable equity securities at fair value with realized and unrealized gains and losses reported in income (loss) from equity investments in our consolidated statements of operations.

Interest income and realized gains and losses on marketable debt securities are included in other income, net in our consolidated statements of operations.

We carry our marketable equity securities at fair value with realized and unrealized gains and losses reported in other income, net in our consolidated statements of operations.

We invest in various types of debt securities, including debt securities in government-sponsored entities, corporate debt securities, U.S.

Treasury securities, supranational securities, and commercial paper.

We do not generally intend to sell these investments and it is not more likely than not that we will be required to sell the investments before recovery of their amortized cost bases, which may be at maturity.

See Note 3 “ Fair Value Measurements ” and Note 4 “ Balance Sheet Details and Other Financial Information—Short-Term Marketable Securities ” to the consolidated financial statements for more information on our marketable securities.

See Note 2 “ Fair Value Measurements ” and Note 3 “ Balance Sheet Details and Other Financial Information—Short-Term Marketable Securities ” for more information on our marketable securities.

Accounts Receivable and Allowance for Doubtful Accounts

1 unchanged sentence

Accounts receivable are not interest bearing.

We evaluate the creditworthiness of significant customers based on historical trends, the financial condition of our customers, and external market factors.

We evaluate the creditworthiness of customers based on historical trends, the financial condition of our customers, and external market factors.

We generally do not require collateral from our customers.

7 unchanged sentences

We review these guidelines periodically and modify them to take advantage of trends in yields and interest rates and changes in our operations and financial position.

The following table sets forth the percentages of total revenue or gross accounts receivable for customers that represent 10% or more of the respective amounts for the periods shown:

Revenue** Gross Accounts Receivable

We monitor the creditworthiness of our customers based on historical trends, the financial condition of our customers, and external market factors.

The following table sets forth the percentages of total revenue and gross accounts receivable for customers that represent 10% or more of the respective amounts:

Gross Accounts Receivable

Twelve Months Ended

2 unchanged sentences

Customer A 55 % 40 % 35 % 24 % 18 %

Customer B * * 11 % * *

Customer C 35 % 30 % 26 % 21 % 23 %

Customer D 42 % 37 % 29 % 27 % 27 %

Customer E * * 10 % * *

* Less than 10%

35 % 35 % 30 % 20 % 21 %

46 % 42 % 37 % 24 % 27 %

* Total revenue for each customer is net of fees, cash discounts, and rebates directly allocable to that customer.

6 unchanged sentences

Factors influencing these adjustments include inventories on hand and on order compared to estimated future usage and sales for existing and new products, as well as judgments regarding quality control testing data and assumptions about the likelihood of scrap and obsolescence.

Once written down the adjustments are considered permanent and are not reversed until the related inventory is disposed of or sold.

Once written down the adjustments are considered permanent.

The reduced carrying amount is recognized when the inventory is sold or disposed of.

Our products require customized products and components that currently are available from a limited number of sources.

19 unchanged sentences

Goodwill and other intangible assets that have indefinite useful lives are not amortized, but are tested annually for impairment during the fourth fiscal quarter and whenever events or changes in circumstances indicate that it is more likely than not that the fair value is less than the carrying value.

Events that would indicate impairment and trigger an interim impairment assessment include, but are not limited to, current economic and market conditions, including a decline in market capitalization, a significant adverse change in legal factors, business climate or operational performance of the business, and an adverse action or assessment by a regulator.

We perform our goodwill impairment analysis at the reporting unit level, which aligns with Dexcom’s reporting structure and the availability of discrete financial information.

We perform the first step of our annual impairment analysis by either comparing a reporting unit’s estimated fair value to its carrying amount or doing a qualitative assessment of a reporting unit’s fair value from the last quantitative assessment to determine if there is potential impairment.

We may do a qualitative assessment when the results of the previous quantitative test indicated the reporting unit’s estimated fair value was significantly in excess of the carrying value of its net assets and we do not believe there have been significant changes in the reporting unit’s operations that would significantly decrease its estimated fair value or significantly increase its net assets.

If a quantitative assessment is performed the evaluation includes management estimates of cash flow projections based on internal future projections and/or use of a market approach by looking at market values of comparable companies.

Key assumptions for these projections include revenue growth, future gross margin and operating margin growth, and weighted cost of capital and terminal growth rates.

The revenue and margin growth are based on increased sales of new and existing products as we maintain investments in research and development.

Additional assumed value creators may include increased efficiencies from capital spending.

The resulting cash flows are discounted using a weighted average cost of capital.

Operating mechanisms and requirements to ensure that growth and efficiency assumptions will ultimately be realized are also considered in the evaluation, including the timing and probability of regulatory approvals for our products to be commercialized.

We also consider Dexcom’s market capitalization as a part of our analysis.

If the estimated fair value of a reporting unit exceeds the carrying amount of the net assets assigned to that unit, goodwill is not impaired and no further analysis is required.

If the carrying value of the net assets assigned to a reporting unit exceeds the estimated fair value of the unit, we perform the second step of the impairment test.

In this step we allocate the fair value of the reporting unit calculated in step one to all of the assets and liabilities of that unit, as if we had just acquired the reporting unit in a business combination.

The excess of the fair value of the reporting unit over the total amount allocated to the assets and liabilities represents the implied fair value of goodwill.

If the carrying amount of a reporting unit’s goodwill exceeds its implied fair value, we would record an impairment loss equal to the difference.

Goodwill impairment testing is performed at the reporting unit level.

We perform an initial assessment of qualitative factors to determine whether the existence of events and circumstances leads to a determination that it is more likely than not that the fair value of a reporting unit has been reduced below its carrying amount.

If, after assessing the totality of relevant events and circumstances, we determine that it is not more likely than not that the fair value is less than its carrying value, no further testing is performed;

however, if we conclude otherwise, we will perform a quantitative impairment test comparing the estimated fair value to its carrying value.

Any excess carrying value is recorded as an impairment loss.

We recorded no significant goodwill impairment charges for the twelve months ended December 31, 2025, 2024 or 2023.

The change in goodwill for the twelve months ended December 31, 2024 and 2023 primarily consisted of the divestiture of our non-diabetes distribution business and translation adjustments on our foreign currency denominated goodwill.

The change in goodwill for the twelve months ended December 31, 2025 primarily consisted of translation adjustments on our foreign currency denominated goodwill.

The change in goodwill for the twelve months ended December 31, 2024 primarily consisted of the divestiture of our non-diabetes distribution business and translation adjustments on our foreign currency denominated goodwill.

Intangible Assets and Other Long-Lived Assets

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We file federal and state income tax returns in the United States and income tax returns in various other foreign jurisdictions with varying statutes of limitations.

Due to net operating losses incurred, our income tax returns from inception to date are subject to examination by taxing authorities.

Due to net operating losses incurred, our income tax returns from 2007 to date are subject to examination by taxing authorities.

We recognize interest expense and penalties related to income tax matters, including unrecognized tax benefits, as a component of income tax expense.

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Transaction price for the Components reflects the net consideration to which we expect to be entitled.

Transaction price is typically based on the contracted rates less an estimate of claim denials and historical reimbursement experience by payor, which include current and future expectations regarding reimbursement rates and payor mix.

Transaction price is typically based on the contracted rates and may include an estimate of variable consideration.

Variable consideration is included in the transaction price only to the extent a significant reversal in the amount of cumulative revenue recognized is not probable of occurring when the uncertainty associated with the variable consideration is subsequently resolved.

Variable Consideration

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rebates, chargebacks, product returns provision, and prompt payment discounts.

We classify these items as a reduction of accounts receivable when we are not required to make a payment and as a liability when we are required to make a payment.

We classify these items as a liability unless the criteria for right of offset are met;

in such cases, we classify these items as a reduction of accounts receivable.

We review the adequacy of our estimates for transaction price adjustments and variable consideration at each reporting date.

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Payment terms vary by contract type and type of customer and generally range from 30 to 90 days.

Accounts receivable as of December 31, 2024 included unbilled accounts receivable of $ 15.2 million.

Accounts receivable as of December 31, 2025 and December 31, 2024 included unbilled accounts receivable of $ 16.9 million and $ 15.2 million, respectively.

We expect to invoice and collect all unbilled accounts receivable within twelve months.

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Our performance obligations are generally satisfied within twelve months of the initial contract date.

The deferred revenue balances related to performance obligations that will be satisfied after twelve months were $ 9.5 million as of December 31, 2024 and $ 7.4 million as of December 31, 2023.

These balances are included in other long-term liabilities in our consolidated balance sheets.

The current and non-current deferred revenue balances as of December 31, 2025 and December 31, 2024 were not material.

Deferred Cost of Sales

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Potentially dilutive common shares issuable upon conversion of our senior convertible notes are determined using the if-converted method.

In periods of net losses, we exclude all potentially dilutive common shares from the computation of the diluted net loss per share for those periods as the effect would be anti-dilutive.

The following table sets forth the computation of basic and diluted net income per share for the periods shown:

The following table sets forth the computation of basic and diluted net income per share:

Twelve Months Ended

2024 2023 2022

(In millions, except per share data) 2025 2024 2023

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Recently Adopted Accounting Pronouncements

In November 2023, the Financial Accounting Standards Board, or FASB, issued Accounting Standards Update, or ASU, 2023-07, Segment Reporting (Topic 280):

Improvements to Reportable Segment Disclosures .

The ASU requires disclosure of significant segment expenses that are regularly provided to the chief operating decision maker, or CODM, and included within each reported measure of segment profit or loss.

We adopted ASU 2023-07 in the fourth quarter of 2024 on a retrospective basis, reflecting the application of the new standard in each prior reporting period.

Recently Issued Accounting Pronouncements Not Yet Adopted

In December 2023, the FASB issued ASU 2023-09, Improvements to Income Tax Disclosures .

In December 2023, the Financial Accounting Standards Board, or FASB, issued Accounting Standards Update, or ASU, 2023-09, Improvements to Income Tax Disclosures .

The ASU requires greater disaggregation of information about a reporting entity ’ s effective tax rate reconciliation as well as information on income taxes paid.

The ASU applies to all entities subject to income taxes and is intended to help investors better understand an entity’s exposure to potential changes in jurisdictional tax legislation and assess income tax information that affects cash flow forecasts and capital allocation decisions.

The ASU is effective for annual periods beginning after December 15, 2024, with early adoption permitted.

The ASU should be applied on a prospective basis although retrospective application is permitted.

We are currently evaluating the impact of this standard on our disclosures.

The ASU is effective for annual periods beginning after December 15, 2024.

We adopted this standard on a prospective basis for the annual period ending December 31, 2025.

Recently Issued Accounting Pronouncements Not Yet Adopted

In November 2024, the FASB issued ASU 2024-03, Disaggregation of Income Statement Expenses .

The ASU requires disaggregated disclosure of certain costs and expenses in the notes of the financial statements.

The ASU is effective for fiscal years beginning after December 15, 2026, and interim periods within fiscal years beginning after December 15, 2027, with early adoption permitted.

The ASU should be applied on a prospective basis although retrospective application is permitted.

The ASU requires disaggregated disclosure of certain costs and expenses in the notes to the financial statements.

The ASU is effective for annual reporting periods beginning after December 15, 2026, and interim periods beginning after December 15, 2027, with early adoption permitted.

The ASU may be applied on either a prospective or a retrospective basis.

We are currently evaluating the impact of this standard on our disclosures.

Recent Securities and Exchange Commission Final Rules Not Yet Implemented

On March 6, 2024, the SEC adopted SEC Release Nos.

34-99678, The Enhancement and Standardization of Climate-Related Disclosures for Investors, to require the disclosure of certain climate-related information in registration statements and annual reports, including Scope 1 and 2 emissions and information about climate-related risks that have materially impacted, or are reasonably likely to have a material impact on, a company’s business strategy, results of operations, or financial condition.

In addition, under the final rules, certain disclosures related to severe weather events and other natural conditions will be required in audited financial statements.

The disclosure requirements would have begun phasing in for our reports and registration statements including financial information in the fiscal year ending December 31, 2025, however, in April 2024, the SEC issued an order staying the final rules until the completion of judicial review.

The SEC has since indicated that it intends to establish a new implementation period following the stay order.

We are currently evaluating the impact of this final rule on our disclosures.

Development and Other Agreements

Collaboration with Verily Life Sciences

On November 20, 2018, we entered into an Amended and Restated Collaboration and License Agreement with Verily Life Sciences LLC (an Alphabet Company) and Verily Ireland Limited (collectively, “Verily”), which we refer to as the Restated Collaboration Agreement.

This replaced our original Collaboration and License Agreement with Verily dated August 10, 2015, as amended in October 2016, including the royalty obligations provisions under that original agreement.

Pursuant to the Restated Collaboration Agreement, we and Verily agreed to jointly develop a certain next-generation CGM product, and potentially additional CGM products, for which we will have exclusive commercialization rights.

The Restated Collaboration Agreement also provides us with an exclusive license to use intellectual property of Verily resulting from the collaboration, and certain Verily patents, in the development, manufacture and commercialization of blood-based or interstitial glucose monitoring products more generally (subject to certain exclusions, which are outside of the CGM field as it is commonly understood).

It also provides us with non-exclusive license rights under Verily’s other intellectual property rights to develop, manufacture and commercialize those kinds of glucose monitoring products and certain CGM-product companion software functionalities.

In connection with the Restated Collaboration Agreement, we developed, launched and commercialized a CGM product in connection with the collaboration.

In consideration of Verily’s performance of its obligations under the joint development plan of the Restated Collaboration Agreement, the licenses granted to us and the amendment of the original agreement, we made upfront, incentive, and the product regulatory approval payments, and payments for contingent sales-based milestones upon the achievement of certain revenue targets.

We account for the contingent milestones payable in shares of our common stock as equity instruments within the scope of ASC Topic 718.

The product regulatory approval and sales-based milestones are accounted for as performance-based awards that vest when the performance conditions have been achieved and are recognized when the achievement of the respective contingent milestone is deemed probable.

The value of the contingent milestones is based on our closing stock price on December 28, 2018, which was $ 29.57 per share.

Upfront and Incentive payments

In the fourth quarter of 2018, we made an initial payment for an upfront fee of $ 250.0 million through the issuance of 7.4 million shares of our common stock.

We recorded a $ 217.7 million charge in our consolidated statements of operations during 2018 relating to the issuance of this common stock because this milestone payment did not meet the capitalization criteria.

The value of the charge was based on our closing stock price of $ 29.57 per share on December 28, 2018, the date on which we obtained the necessary regulatory approvals and represents the date the performance- based awards were issued.

In 2019, we made a cash incentive payment of $ 3.2 million due to the completion of certain development obligations and we recorded these payments as research and development expense in our consolidated statements of operations.

Contingent milestones

In the fourth quarter of 2021, we determined the achievement of the regulatory approval milestone to be probable and recorded an $ 87.1 million research and development charge in our consolidated statements of operations.

This charge is associated with in-process research and development obtained in an asset acquisition prior to regulatory approval and therefore does not have an alternative future use.

In the first quarter of 2022, we received regulatory approval and issued 2.9 million shares of our common stock in connection with our achievement of the related milestone.

In the fourth quarter of 2022, we received approval from the Food and Drug Administration and determined the achievement of the sales-based milestones to be probable.

As such, we capitalized the full value of the sales-based milestones, $ 152.4 million, as an intangible asset.

The sales-based milestones are contingent upon the achievement of certain revenue targets.

The value of the sales-based milestones is based on:

1) 5.2 million shares of our common stock, as agreed upon in November 2018 and 2) our closing stock price on December 28, 2018 of $ 29.57 per share.

December 28, 2018 is the date on which we obtained the necessary regulatory approvals and represents the date the performance- based awards were issued.

The intangible asset will be amortized using the straight-line method over its estimated useful life of 64 months through March 2028.

The related amortization expense is recognized in cost of sales in our consolidated statements of operations and disclosed in Note 4 “ Balance Sheet Details and Other Financial Information—Intangibles, Net ” to the consolidated financial statements in Part II, Item 8 of this Annual Report.

In the fourth quarter of 2023, we issued 3.7 million shares of our common stock in connection with our achievement of the first sales-based milestone.

See the effective tax rate reconciliation in Note 8 “ Income Taxes ” to the consolidated financial statements for more information on the tax benefits related to the collaboration agreement milestone share-based payments for the periods presented.

In the first quarter of 2024, we issued 1.5 million shares of our common stock in connection with our achievement of the second sales-based milestone.

All milestones were paid in cash or shares of our common stock, at our election.

In November 2024, the FASB issued ASU 2024-04, Debt-Debt with Conversion and Other Options .

The ASU clarifies the requirements for determining whether certain settlements of convertible debt instruments should be accounted for as an induced conversion.

The ASU is effective for annual reporting periods beginning after December 15, 2025, and interim periods within those annual reporting periods, with early adoption permitted.

The ASU may be applied on either a prospective or a retrospective basis.

We will adopt this standard in the first quarter of 2026 on a prospective basis and we do not expect this standard to have a material impact on our consolidated financial statements.

In December 2025, the FASB issued ASU 2025-11, Interim Reporting .

The ASU clarifies interim disclosure requirements and the applicability of Topic 270.

The ASU is effective for annual reporting periods beginning after December 15, 2027, and interim periods within those annual reporting periods, with early adoption permitted.

The ASU may be applied on either a prospective or a retrospective basis.

We are currently evaluating the impact of this standard on our disclosures.

Fair Value Measurements

Assets and Liabilities Measured at Fair Value on a Recurring Basis

We estimate the fair value of our Level 1 financial instruments, which are in active markets, using unadjusted quoted market prices for identical instruments.

We obtain the fair values for our Level 2 financial instruments, which are not in active markets, from a primary professional pricing source that uses quoted market prices for identical or comparable instruments, rather than direct observations of quoted prices in active markets.

We estimate the fair values of our Level 1 financial instruments, which are in active markets, using unadjusted quoted market prices for identical instruments.

We obtain the fair values of our Level 2 financial instruments, which are not in active markets, from a primary professional pricing source that uses quoted market prices for identical or comparable instruments, rather than direct observations of quoted prices in active markets.

Fair values obtained from this professional pricing source can also be based on pricing models whereby all significant observable inputs, including maturity dates, issue dates, settlement dates, benchmark yields, reported trades, broker-dealer quotes, issue spreads, benchmark securities, bids, offers or other market related data, are observable or can be derived from, or corroborated by, observable market data for substantially the full term of the asset.

We validate the quoted market prices provided by our primary pricing service by comparing the fair values of our Level 2 marketable securities portfolio balance provided by our primary pricing service against the fair values provided by our investment managers.

We estimate the fair values of our Level 3 financial instruments based on unobservable inputs and other estimation techniques due to the absence of quoted market prices and inherent lack of liquidity.

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Total debt securities, available-for-sale — 1,973.3 — 1,973.3

Other long-term assets:

Convertible notes receivable — — 10.5 10.5

Other assets (2)

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There were no transfers into or out of Level 3 securities during the twelve months ended December 31, 2025 and 2024.

Fair Value of Senior Convertible Notes

The fair value, based on trading prices (Level 1 inputs), of our senior convertible notes were as follows as of the dates indicated:

Fair Value Measurements Using Level 1

(In millions) December 31, 2024 December 31, 2023

Senior Convertible Notes due 2025 $ 1,163.7 $ 1,262.8

Senior Convertible Notes due 2028 1,122.3 1,281.8

Total fair value of outstanding senior convertible notes $ 2,286.0 $ 2,544.6

For more information on the carrying values of our senior convertible notes, see Note 5 “ Debt—Senior Convertible Notes ” to the consolidated financial statements.

Foreign Currency and Derivative Financial Instruments

As we conduct business globally in many currencies, we are exposed to foreign exchange rate changes.

To limit this exposure, we enter into foreign currency forward contracts to hedge monetary assets and liabilities denominated in foreign currencies.

To limit this exposure, we enter into foreign currency forward contracts to hedge monetary assets and liabilities, including intercompany loans, denominated in non-functional currencies.

Our foreign currency forward contracts are not designated as hedging instruments.

Therefore, changes in the fair values of these contracts are recognized in earnings, thereby offsetting the current earnings effect of the related foreign currency assets and liabilities.

The duration of these contracts is generally one month .

The derivative gains and losses are included in other income (expense), net in our consolidated statements of operations.

The duration of these contracts are generally one to six months .

The derivative gains and losses are included in other income, net in our consolidated statements of operations.

As of December 31, 2025 and December 31, 2024, the notional amounts of outstanding foreign currency forward contracts were $ 229.3 million and $ 66.0 million, respectively.

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In general, non-financial assets, including goodwill, intangible assets, and property and equipment, are measured at fair value when there are indicators of impairment and are recorded at fair value only when an impairment is recognized.

We hold certain other investments that we do not measure at fair value on a recurring basis.

The carrying values of these investments were $ 119.3 million as of December 31, 2024 and $ 38.5 million as of December 31, 2023.

We include the carrying values of these investments in other assets in our consolidated balance sheets.

Our non-marketable equity investments without readily determinable fair values are accounted for under the measurement alternative.

As such, we measure these investments at cost less impairment, adjusted for any observable price changes in orderly transactions for the identical or a similar investment of the same issuer.

It is impracticable for us to estimate the fair value of these investments on a recurring basis due to the fact that these entities are privately held and limited information is available.

We monitor the information that becomes available from time to time and adjust the carrying values of these investments if there are identified events or changes in circumstances that have a significant effect on the fair values.

There were no significant impairment losses on assets and liabilities measured at fair value on a non-recurring basis during the twelve months ended December 31, 2024 and December 31, 2023.

During the fourth quarter 2022, we vacated a leased building and made it available for sublease, resulting in an impairment of its asset group which consisted primarily of leasehold improvements and right-of-use asset.

We recorded $ 23.0 million in impairment losses during the twelve months ended December 31, 2022.

See Note 6 “ Leases and Other Commitments ” to the consolidated financial statements for more information.

We include the carrying values of these investments in other assets in our consolidated balance sheets.

Adjustments to the carrying values of these investments as a result of observable price changes and impairments are recorded in other income, net in our consolidated statements of operations.

The carrying values of our non-marketable equity investments were $ 218.0 million as of December 31, 2025 and $ 119.3 million as of December 31, 2024.

During the twelve months ended December 31, 2025, we recorded upward adjustments of $ 82.5 million for observable price changes, and did not record any upward adjustments during the twelve months ended December 31, 2024 and 2023.

For our non-marketable equity investments held as of December 31, 2025, the cumulative upward adjustments for observable price changes were $ 82.5 million and cumulative downward adjustments and impairments were not significant.

During the twelve months ended December 31, 2025, net unrealized gains on non-marketable equity investments were $ 80.0 million.

During the twelve months ended December 31, 2024 and 2023, unrealized gains (losses) on non-marketable equity investments were not significant.

There were no significant impairment losses on assets and liabilities measured at fair value on a non-recurring basis during the twelve months ended December 31, 2025, 2024, and 2023.

Balance Sheet Details and Other Financial Information

Short-Term Marketable Securities

Short-term marketable securities, consisting of available-for-sale debt securities, were as follows as of the dates indicated:

Short-term marketable securities, consisting of available-for-sale debt securities, were as follows:

December 31, 2025

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government agencies.

As of December 31, 2024, the estimated market values of our short-term debt securities with contractual maturities up to 12 months and up to 18 months were $ 1.73 billion and $ 247.7 million, respectively.

As of December 31, 2025, the estimated market value of our short-term debt securities with contractual maturities up to 12 months was $ 1.08 billion.

Gross realized gains and losses on sales of our short-term debt securities for the twelve months ended December 31, 2025, 2024 and 2023 were not significant.

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We do not intend to sell these investments and it is not more likely than not that we will be required to sell the investments before recovery of their amortized cost bases, which may be at maturity.

Equity Investments

During the twelve months ended December 31, 2024, unrealized gains or losses on equity investments were not significant.

During the twelve months ended December 31, 2023, and 2022, we had no unrealized gains or losses on equity investments.

Realized gains from the sale of an equity investment were not significant for the twelve months ended December 31, 2024, 2023 and 2022.

Accounts Receivable

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Total inventory $ 629.1 $ 542.6

During the twelve months ended December 31, 2024, 2023 and 2022, we recorded excess and obsolete inventory charges of $ 53.5 million, $ 16.6 million and $ 13.9 million respectively, in cost of sales as a result of our ongoing assessment of sales demand, inventory on hand for each product and the continuous improvement and innovation of our products.

During the twelve months ended December 31, 2025, 2024 and 2023, we recorded inventory reserve charges of $ 92.8 million, $ 53.5 million and $ 16.6 million respectively.

These charges are recorded in cost of sales and reflect reserves established through our ongoing evaluation of quality control data, forecasted demand, analysis of risk exposure and the continued improvement and innovation of our products.

Prepaid and Other Current Assets

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Prepaid expenses $ 66.4 $ 87.5

Prepaid inventory 11.2 31.5

Deferred compensation plan assets 20.0 18.6

Income tax receivables 60.8 27.9

Indirect tax receivables

Other current assets 29.2 29.1

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(In millions) 2025 2024

Land and land improvements $ 53.1 $ 34.5

Furniture and fixtures 40.2 36.9

Building $ 319.7 $ 291.0

Computer software and hardware 87.8 76.6

Machinery and equipment 908.9 683.3

Furniture and fixtures 41.0 40.2

Land and land improvements 58.3 53.1

Leasehold improvements 302.1 293.8

Machinery and equipment 1,016.3 908.9

Construction in progress 593.5 354.6

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Intangibles, Net

The following table summarizes the components of gross intangible assets, accumulated amortization, and net intangible asset balances as of December 31, 2024 and December 31, 2023:

The following table summarizes the components of gross intangible assets, accumulated amortization, and net intangible asset balances:

December 31, 2025

(Dollars in millions) Weighted Average Useful Life

(in years) Gross Carrying Amount Accumulated Amortization Net Carrying Amount

(Dollars in millions) Remaining Weighted Average Useful Life

Gross Carrying Amount Accumulated Amortization Net Carrying Amount

Verily intangible asset (1)

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December 31, 2024

(Dollars in millions) Weighted Average Useful Life

(in years) Gross Carrying Amount Accumulated Amortization Net Carrying Amount

Verily intangible (1)

(Dollars in millions) Remaining Weighted Average Useful Life

Gross Carrying Amount Accumulated Amortization Net Carrying Amount

Verily intangible asset (1)

3.3 $ 152.4 $ ( 59.5 ) $ 92.9

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Total 3.4 $ 193.5 $ ( 90.1 ) $ 103.4

(1) See Note 2 “ Development and Other Agreements ” to the consolidated financial statements in Part II, Item 8 of this Annual Report for more information.

(1) Our prior collaboration with Verily provides us with exclusive and non‑exclusive rights to Verily intellectual property for glucose‑monitoring products.

Upon FDA approval in Q4 2022, we concluded the sales‑based milestones were probable and capitalized $ 152.4 million as an intangible asset, amortized over 64 months.

(2) Excludes Verily intangible asset.

The following table presents the total amortization expense of finite-lived intangible assets for the twelve months ended December 31, 2024, 2023 and 2022:

The following table presents the total amortization expense of finite-lived intangible assets:

Twelve Months Ended

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Total amortization of intangible assets $ 32.8 $ 36.5 $ 38.6

The following table presents estimated future amortization of the Company’s finite-lived intangible assets as of December 31, 2024:

The following table presents estimated future amortization of finite-lived intangible assets as of December 31, 2025:

(In millions)

Thereafter 1.0

Total $ 103.4

(In millions) 2025 2024

Non-marketable equity securities $ 218.0 $ 119.3

Capitalized software

Long-term deposits 17.2 13.8

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Accounts payable trade $ 344.3 $ 345.3

Accrued tax, audit, and legal fees 38.4 42.6

Accrued rebates 1,487.6 1,135.9

Accrued tax, audit, and legal fees 27.0 38.4

Accrued warranty 10.4 5.9

Income tax payable 3.9 7.5

Deferred compensation plan liabilities 20.0 18.6

Income tax payable 8.9 3.9

Other accrued liabilities 45.8 37.1

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Warranty costs are reflected in our statements of operations as cost of sales.

Reconciliations of our accrued warranty costs for the twelve months ended December 31, 2024, 2023 and 2022 were as follows:

Reconciliations of our accrued warranty costs were as follows:

Twelve Months Ended

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(In millions) 2025 2024

Finance lease obligations $ 58.5 $ 58.6

Deferred revenue, long-term 9.5 7.4

Asset retirement obligation $ 20.6 $ 17.0

Other tax liabilities 44.8 38.7

Finance lease obligations 53.8 58.5

Income tax payable

Other liabilities 16.1 27.6

Total other long-term liabilities $ 137.1 $ 147.9

Other Income (Expense), Net

Other Income, Net

Twelve Months Ended

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Interest expense ( 18.3 ) ( 19.0 ) ( 20.3 )

Other expense, net ( 6.2 ) ( 2.0 ) ( 5.6 )

Total other income (expense), net $ 109.0 $ 112.7 $ ( 0.4 )

Net gains (losses) on equity investments 78.1 ( 1.4 ) 1.9

Other income (expense), net 4.1 ( 4.8 ) ( 3.9 )

Total other income, net

$ 176.6 $ 109.0 $ 112.7

Senior Convertible Notes

The carrying amounts of our senior convertible notes were as follows as of the dates indicated:

As of December 31, 2025, the if-converted value of our unsecured senior convertible notes due 2028, or 2028 Notes, did not exceed their outstanding principal amount.

As of December 31, 2024, the if-converted value of our 2028 Notes and our unsecured senior convertible notes due 2025, or 2025 Notes, did not exceed their outstanding principal amount.

The carrying amounts of our senior convertible notes were as follows:

(In millions) 2025 2024

Principal amount:

Senior Convertible Notes due 2025 $ 1,207.5 $ 1,207.5

Senior Convertible Notes due 2028 1,250.0 1,250.0

$ — $ 1,207.5

1,250.0 1,250.0

Total principal amount 1,250.0 2,457.5

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Carrying amount of senior convertible notes $ 1,240.9 $ 2,441.4

For our senior convertible notes for which the if-converted value exceeded the principal amount, the amount in excess of principal was as follows as of the dates indicated:

(In millions) 2024 2023

Senior Convertible Notes due 2025 $ — $ 56.1

Senior Convertible Notes due 2028 — 33.6

Total by which the notes’ if-converted value exceeds their principal amount $ — $ 89.7

The following table summarizes the components of interest expense and the effective interest rates for our senior convertible notes for the periods shown:

The following table summarizes the components of interest expense and the effective interest rates for our senior convertible notes:

Twelve Months Ended

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Effective interest rate:

Senior Convertible Notes due 2023 (2)

0.5 % 0.5 % 0.5 %

Senior Convertible Notes due 2025 0.5 % 0.5 % 0.5 %

Senior Convertible Notes due 2028 0.7 % 0.7 % *

(1) Interest on our unsecured senior convertible notes due 2023, or the 2023 Notes, began accruing upon issuance and was payable semi-annually on June 1 and December 1 of each year until the 2023 Notes matured on December 1, 2023.

Interest on our unsecured senior convertible notes due 2025, or the 2025 Notes, began accruing upon issuance and is payable semi-annually on May 15 and November 15 of each year.

Interest on our unsecured senior convertible notes due 2028, or the 2028 Notes, began accruing upon issuance and is payable semi-annually on May 15 and November 15 of each year.

(2) The effective interest rate presented represents the rate applicable for the period outstanding.

The 2023 Notes matured on December 1, 2023 and are no longer outstanding.

* Not applicable as no notes were outstanding in the relevant period.

0.7 % 0.7 % 0.7 %

(1) Interest on the 2025 Notes began accruing upon issuance and was payable semi-annually on May 15 and November 15 of each year until the 2025 Notes matured in November 2025.

Interest on the 2028 Notes, began accruing upon issuance and is payable semi-annually on May 15 and November 15 of each year.

Fair Value of Senior Convertible Notes

The fair value, based on trading prices (Level 1 inputs), of our senior convertible notes were as follows:

Fair Value Measurements Using Level 1

(In millions) December 31, 2025 December 31, 2024

$ — $ 1,163.7

1,152.1 1,122.3

Total fair value of outstanding senior convertible notes $ 1,152.1 $ 2,286.0

Convertible Debt Summary

The following table summarizes key details of the 2023 Notes, 2025 Notes, and 2028 Notes:

The following table summarizes key details of the 2025 Notes and 2028 Notes:

Senior Convertible Notes Offering Completion Date Maturity Date Stated Interest Rate Aggregate Principal Amount

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November 15, 2025

December 1, 2023

$ 850.0 million

$ 836.6 million

24.3476 shares

Cash and/or shares

2025 Notes May 2020

November 15, 2025

$ 1.21 billion

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(2) Subject to adjustments as defined in the applicable indentures.

(3) The 2025 Notes and 2028 Notes may be settled in cash, stock, or a combination thereof, solely at our discretion.

The 2023 Notes, while outstanding, could be settled in cash, stock, or a combination thereof, solely at our discretion.

(4) The 2023 Notes matured on December 1, 2023 and are no longer outstanding.

(3) Pursuant to the Indenture of the 2025 Notes, on August 15, 2025, we elected to satisfy conversion obligations on or after August 15, 2025 through the combination of cash and/or shares of our common stock.

The 2028 Notes may be settled upon conversion in cash, stock, or a combination thereof, solely at our discretion.

(4) The 2025 Notes matured in November 2025 and we repaid the principal of $ 1.21 billion entirely in cash on the maturity date.

We use the if-converted method for assumed conversion of our senior convertible notes to compute the weighted average shares of common stock outstanding for diluted earnings per share.

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Other than restrictions relating to certain fundamental changes and consolidations, mergers or asset sales and customary anti-dilution adjustments, the indentures relating to our senior convertible notes include customary terms and covenants, including certain events of default after which the senior convertible notes may be due and payable immediately.

2023 Note Hedge

In connection with the offering of the 2023 Notes, in November 2018 we entered into convertible note hedge transactions, or the 2023 Note Hedge, with two of the initial purchasers of the 2023 Notes, which we refer to as the 2023 Counterparties, entitling us to purchase up to 20.7 million shares of our common stock.

The 2023 Note Hedge expired on December 1, 2023.

See below for a description of conversion activity related to the 2023 Notes and shares received as the result of exercising the remaining portion of the 2023 Note Hedge in 2023.

2023 Warrants

In November 2018, we also sold warrants, or the 2023 Warrants, to the 2023 Counterparties to acquire up to 20.7 million shares of our common stock.

The 2023 Warrants required net share settlement and a pro-rated number of warrants expired on each of the 60 scheduled trading days following March 1, 2024.

We received $ 183.8 million in cash proceeds from the sale of the 2023 Warrants, which we recorded in additional paid-in capital during 2018.

The 2023 Warrants could have had a dilutive effect on our earnings per share to the extent that the price of our common stock during a given measurement period exceeded the strike price of the 2023 Warrants.

The strike price of the 2023 Warrants was initially $ 49.60 per share, subject to certain adjustments under the terms of the warrant agreements.

We use the treasury share method for assumed conversion of the 2023 Warrants when computing the weighted average common shares outstanding for diluted earnings per share.

On February 13, 2024, we entered into a warrant termination agreement with one of the 2023 Counterparties to terminate outstanding warrants to purchase an aggregate of 10.3 million shares of our common stock.

In consideration of the termination of these warrants, we delivered 6.0 million shares of our common stock to the holder.

During the first quarter of 2024, a portion of the 2023 Warrants was exercised and we issued 1.9 million shares of our common stock in addition to the aforementioned 6.0 million shares issued in connection with the warrant termination agreement.

During the second quarter of 2024, the remaining portion of the 2023 Warrants was exercised and we issued 4.6 million shares of our common stock in connection with the exercise.

2028 Capped Call Transactions

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The cost to purchase the 2028 Capped Calls of $ 101.3 million was recorded as a reduction to additional paid-in capital in our consolidated balance sheets as the 2028 Capped Calls met the criteria for classification in stockholders’ equity.

Conversion Activity for Senior Convertible Notes

The 2023 Notes matured on December 1, 2023 and all outstanding principal was settled.

There was no conversion activity for the 2025 Notes or 2028 Notes for the twelve months ended December 31, 2024.

See the following table for the details of conversion activity for the 2023 Notes for the fiscal year ended December 31, 2023:

Fiscal Period Converted Notes Aggregate Principal Amount Converted Shares Issued for Settlement Shares Received from Exercise of 2023 Note Hedge

1/1/2023 - 12/31/2023

2023 Notes $ 774.8 million

Conversion Rights for Senior Convertible Notes

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We are also required to increase the conversion rate for holders who convert their notes in connection with certain fundamental changes occurring prior to the maturity date or following the delivery by Dexcom of a notice of redemption.

The following table outlines the conversion options related for each of our senior convertible notes:

Summary of Conversions Rights at the Option of the Holders for the 2025 Notes and 2028 Notes, which we refer to collectively as the Notes

Conversion Rights at the Option of the Holders Holders of the Notes have the ability to convert all or a portion of their notes in multiples of $1,000 principal amount, at their option prior to 5:00 p.m., New York City time, on the business day immediately preceding August 15, 2025 and February 15, 2028 for the 2025 Notes and 2028 Notes, respectively, only under the following circumstances:

The following table outlines the conversion options related to our 2028 Notes:

Summary of Conversions Rights at the Option of the Holders for the 2028 Notes, or the Notes

Conversion Rights at the Option of the Holders Holders of the Notes have the ability to convert all or a portion of their notes in multiples of $1,000 principal amount, at their option prior to 5:00 p.m., New York City time, on the business day immediately preceding February 15, 2028 for the 2028 Notes only under the following circumstances:

Circumstance 1 (1)

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Circumstance 5 (2)

Holders of the Notes may convert all or a portion of their Notes regardless of the foregoing circumstances prior to the close of business on the business day immediately preceding the maturity date for the 2025 Notes and prior to the close of business on the second scheduled trading day immediately preceding the maturity date for the 2028 Notes

(1) Circumstance 1 is available after the calendar quarter ended September 30, 2020 and September 30, 2023 for the 2025 Notes and 2028 Notes, respectively.

(2) Circumstance 5 is available on or after August 15, 2025 and February 15, 2028 for the 2025 Notes and 2028 Notes, respectively.

Summary of Conversion Right at the Option of the Company for the 2025 Notes and 2028 Notes

Holders of the Notes may convert all or a portion of their notes regardless of the foregoing circumstances prior to the close of business on the second scheduled trading day immediately preceding the maturity date

(1) Circumstance 1 is available after the calendar quarter ended September 30, 2023 for the 2028 Notes.

(2) Circumstance 5 is available on or after February 15, 2028 for the 2028 Notes.

Summary of Conversion Right at the Option of the Company for the 2028 Notes

Conversion Right at Our Option (1)

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The redemption price will be equal to 100 % of the principal amount of the Notes to be redeemed plus accrued and unpaid interest to, but excluding, the redemption date

(1) Dexcom does not have the right to redeem the Notes prior to May 20, 2023 and May 20, 2026 for the 2025 Notes and 2028 Notes, respectively.

Dexcom has the right to redeem the notes on or after May 20, 2023 and prior to August 15, 2025 for the 2025 Notes, and on or after May 20, 2026 and prior to February 15, 2028 for the 2028 Notes.

Revolving Credit Agreement

Terms of the Revolving Credit Agreement

(1) Dexcom does not have the right to redeem the 2028 Notes prior to May 20, 2026.

Dexcom has the right to redeem the 2028 Notes on or after May 20, 2026 and prior to February 15, 2028.

Conversion Activity for Senior Convertible Notes

There was no conversion activity for the 2025 Notes or 2028 Notes for the twelve months ended December 31, 2025.

Amended Credit Agreement

Terms of the Amended Credit Agreement

In June 2023, we entered into the First Amendment to the Second Amended and Restated Credit Agreement, as amended, or the Amended Credit Agreement, which we had previously entered into in October 2021.

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Borrowings under the Amended Credit Agreement are available for general corporate purposes, including working capital and capital expenditures.

Information related to availability and outstanding borrowings on our Amended Credit Agreement is as follows as of the date indicated:

The following table sets forth information related to availability and outstanding borrowings on our Amended Credit Agreement as of December 31, 2025:

(In millions)

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We were in compliance with these covenants as of December 31, 2025.

As of December 31, 2024, we have no other material guarantee facilities or lines of credit.

As of December 31, 2025, we have other guarantee facilities related to certain international operations that are partially collateralized, which are included in non-current “Other assets” on our consolidated balance sheets.

These facilities are not significant to the consolidated financial statements.

Leases and Other Commitments

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We also have land leases in Penang, Malaysia that expire through 2082 and in Athenry, Ireland that expire in 3023 for the build-out of our international manufacturing facilities.

Our leases, excluding our land leases in Malaysia and Ireland, have remaining lease terms of up to sixteen years .

Our leases, excluding our land leases in Malaysia and Ireland, have remaining lease terms of up to fifteen years .

Some of the leases include one or more options to extend the leases for up to five years per option.

Our lease terms include options to extend or terminate the lease when it is reasonably certain that we will exercise that option.

As of December 31, 2024, the maturities of our operating and finance lease liabilities were as shown in the table below:

(In millions) Operating Leases Finance Leases

2025 $ 26.8 $ 9.7

The following table sets forth the maturities of our operating and finance lease liabilities as of December 31, 2025:

(In millions) Operating Leases (1)

Finance Leases

2026 $ 25.9 $ 9.7

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Long-term portion $ 73.4 $ 53.8

(1) Total future lease cost excludes $ 9.3 million of legally binding minimum lease payments for leases signed but not yet commenced.

Certain lease agreements require us to return designated areas of leased space to its original condition upon termination of the lease agreement, for which we record an asset retirement obligation and a corresponding capital asset in an amount equal to the estimated fair value of the obligation.

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Asset retirement obligations of $ 20.6 million and $ 17.0 million as of December 31, 2025 and 2024, respectively, are included in other long-term liabilities in our consolidated balance sheets.

The components of lease expense for the twelve months ended December 31, 2024, 2023 and 2022 were as follows:

The components of lease expense were as follows:

Twelve Months Ended

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Finance lease cost:

Amortization of right-of-use assets $ 7.2 $ 6.5 $ 5.6

Amortization of finance leases

$ 8.3 $ 7.2 $ 6.5

Interest on lease liabilities 3.3 3.4 3.2

Operating lease cost 21.5 22.4 22.9

Right-of-use asset impairment — — 6.3

Short-term lease cost 5.1 3.8 2.4

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Total lease cost $ 46.6 $ 45.8 $ 43.3

As the result of the Company’s transition to a flexible working environment, we vacated a building in San Diego during the fourth quarter of 2022 and made it available for sublease.

This resulted in an impairment indicator.

We tested the asset group as of November 30, 2022 consisting primarily of the leasehold improvements and right-of-use asset for recoverability by comparing its carrying value to an estimate of future undiscounted cash flows.

Based on the results of the recoverability test, we determined that the undiscounted cash flows of the asset group were below its carrying value.

We determined the fair value of the asset group by discounting the estimated future cash flows using level 3 fair value inputs under ASC 820 as described in Note 1 “ Organization and Significant Accounting Policies—Intangible Assets and Other Long-Lived Assets ”.

As a result of the impairment test, we recorded a non-cash charge of $ 23.0 million for the twelve months ended December 31, 2022 in the “ Selling, general and administrative ” caption of our consolidated statements of operations.

The fair value of the asset group immediately subsequent to the impairment was $ 2.5 million and was categorized as Level 3 within the ASC 820, “Fair Value Measurements” fair value hierarchy.

Other information related to our leases is as follows:

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We are party to various purchase arrangements related to our operational, manufacturing, and research and development activities.

We had approximately $ 954.9 million and $ 793.0 million of open purchase orders and contractual obligations in the ordinary course of business, the majority of which are due within one year , as of December 31, 2024 and December 31, 2023, respectively .

We had approximately $ 1.25 billion and $ 954.9 million of open purchase orders and other contractual obligations in the ordinary course of business, the majority of which are due within one year , as of December 31, 2025 and December 31, 2024, respectively.

Contingencies

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In addition, from time to time we may bring claims or initiate lawsuits against various third parties with respect to matters arising out of the ordinary course of our business, including commercial and employment related matters.

Between June 2021 through the year ended December 31, 2024, we and certain Abbott Diabetes Care, Inc.

(“Abbott”) entities served patent infringement complaints against each other in multiple jurisdictions against certain continuous glucose monitoring products of each company.

On December 20, 2024, we and Abbott entered into a settlement and patent cross license agreement (the “Settlement Agreement”) to resolve all outstanding patent litigation between the parties (the “Litigation”).

Under the terms of the Settlement Agreement, we granted Abbott and its affiliates, and Abbott and its affiliates granted Dexcom and its affiliates, a worldwide, royalty-free, non-exclusive, fully paid-up license to certain patents and patent applications relating to analyte sensing, including to all the patents asserted in the Litigation.

The Settlement Agreement does not obligate us or Abbott to pay any royalties or any other form of financial compensation.

As part of the Settlement Agreement, each party, on behalf of itself and its affiliates, has also (i) entered into a covenant not to sue until December 20, 2034;

and (ii) agreed on behalf of themselves and their affiliates to refrain from challenging the patents and patent applications licensed under the Settlement Agreement for periods of time which vary depending on the relevant patents or patent applications.

Due to uncertainty surrounding the securities class action litigation and the derivative action, we are unable to reasonably estimate the ultimate outcome of any of the litigation matters at this time.

Due to uncertainty surrounding the securities class action litigation, the derivative actions, and the G6 and G7 Class Action Litigation we are unable to reasonably estimate the ultimate outcome of any of the litigation matters at this time.

We intend to defend against these claims vigorously in all of these actions.

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Total $ 252.1 $ 132.8 $ 168.9

Income taxes paid are as follows:

Twelve Months Ended

(In millions) 2025

Significant loss and tax credit carryforwards and years of expiration are as follows:

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Other states 5.1 5.8 2028

UK — — Indefinite

Other foreign — 6.0 2027

R&D credits — —

Foreign tax credits 1.2 0.1 2032

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Utilization of net operating losses and credit carryforwards is subject to an annual limitation due to ownership change limitations provided by Section 382 and 383 of the Internal Revenue Code of 1986, as amended, and similar state provisions.

An ownership change limitation occurred as a result of the stock offering completed in February 2009.

The limitation will result in approximately $ 1.1 million of U.S.

research and development tax credits that will expire unused, and is therefore, not reflected in the tax credit carryforwards above.

In addition, the related deferred tax assets have been removed from the components of our deferred tax assets as summarized in the table below.

The tax benefits related to the remaining federal and state net operating losses and tax credit carryforwards may be further limited or lost if future cumulative changes in ownership exceed 50% within any three-year period.

An ownership change limitation occurred in February 2009 resulting in an immaterial amount of U.S.

research and development tax credits that will expire unused, and therefore, are not reflected in the credit carryforwards above or in the related deferred tax assets in the table below.

Significant components of our deferred tax assets and liabilities as of December 31, 2025 and 2024 are shown below.

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Fixed assets and acquired intangibles assets ( 45.8 ) ( 59.3 )

Net unrealized gain on equity investments

Other — ( 0.3 )

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Net deferred tax assets (liabilities) $ 282.9 $ 466.6

In 2024, we further analyzed the prior year intra-entity asset transfer of certain intellectual property between two of our wholly owned foreign subsidiaries.

As a result, we reclassified the specific intellectual property from a patent to patent rights according to Irish law.

This changed the applicable enacted statutory tax rate from capital gains to passive at 25%.There was no impact to the income statement as the change in rate was fully offset by a change in valuation allowance.

The total ending deferred tax asset as of December 31, 2024 is $ 142.4 million, which remains fully offset by a valuation allowance.

We maintain a valuation allowance of $ 160.7 million against our California research and development tax credits, foreign tax credits, and certain foreign intangible assets.

During the year ended December 31, 2024, the valuation allowance decreased by $ 42.4 million primarily due to the change in tax rate applied to the fair value of certain intellectual property located in Ireland in connection with the intra-entity transfer of this property, partially offset by the generation of California research and development tax credits.

The reconciliation between our effective tax rate on income (loss) from continuing operations and the statutory rate is as follows:

During the year ended December 31, 2025, the valuation allowance decreased by $ 61.2 million primarily in connection with the intra-entity transfer of certain intellectual property and the generation of California research and development tax credits.

The reconciliation between our effective tax rate on income from continuing operations and the statutory rate, after the adoption of ASU 2023-09 on a prospective basis, is as follows:

Twelve Months Ended

(In millions) 2025

Federal Statutory Rate $ 228.6 21.0 %

Increase (Decrease) Resulting From:

State and Local Income Tax, Net of Federal Income Tax Effect 16.4 1.5 %

Foreign Tax Effects

Change in Rate

Change in Valuation Allowance

( 74.5 ) ( 6.8 ) %

Other 5.8 0.5 %

Foreign rate differential

( 14.8 ) ( 1.4 ) %

Other foreign jurisdictions

Effect of Cross-Border Taxes

Research and development credits

( 13.6 ) ( 1.2 ) %

Changes in Valuation Allowance 0.4 — %

Nontaxable or Nondeductible Items

Stock and officers compensation 16.1 1.5 %

Other 2.5 0.2 %

Changes in Unrecognized Tax Benefits 4.4 0.4 %

Other ( 1.4 ) ( 0.1 ) %

Total $ 252.1 23.2 %

State taxes in Colorado and Florida made up the majority (greater than 50%) of the tax effect in the state and local income tax category.

The reconciliation between our effective tax rate on income from continuing operations and the statutory rate for prior years not impacted by the adoption of ASU 2023-09 is as follows:

Twelve Months Ended

(In millions) 2024 2023

federal statutory tax rate $ 148.9 $ 149.2

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Balance at January 1, 2023

Decreases related to prior year tax positions

Increases related to prior year tax positions

Increases related to current year tax positions

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Increases related to current year tax positions

Decreases related to prior year tax positions

Balance at December 31, 2025 $ 69.1

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Interest and penalties are classified as a component of income tax expense and are not material for all years presented.

Although the timing and outcome of audit settlements are uncertain, we do not anticipate a significant change to the unrecognized tax benefits in the next twelve months.

Due to our global business activities, we file income tax returns and are subject to routine compliance audits in numerous jurisdictions, including those material jurisdictions listed in the following table.

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Ireland 2023 - 2025

We currently operate under a Special Corporate Income Tax Preferential rate in the Philippines, which is in effect for the next 10 years.

We currently operate under a Special Corporate Income Tax Preferential rate in the Philippines, which is in effect through 2031.

The prior tax holiday ended in 2023.

The impact of the both the tax holiday and preferential rate is immaterial for all years presented.

We have been granted a tax incentive by the Malaysian Investment Development Authority (MIDA) in Malaysia, which provides for a tax holiday of up to 15 years, which will not be triggered until we meet certain milestones related to the commencement of operations.

The tax incentive had no effect on foreign taxes during 2024, 2023, or 2022.

As of December 31, 2024, the tax holiday in Malaysia has not yet been triggered, therefore we are subject to the statutory rate and the related tax expense has been included in total tax expense for 2024.

We have approximately $ 89.3 million of undistributed earnings attributable to operations in our controlled foreign corporations as of December 31, 2024.

We assert that any foreign earnings will be indefinitely reinvested.

Accordingly, we have not recorded a liability for taxes associated with these undistributed earnings.

The impact of both the tax holiday and preferential rate is immaterial for all years presented.

We have been granted a tax incentive by the Malaysian Investment Development Authority (MIDA) in Malaysia, which provides for a 0% tax holiday of up to 15 years based on our ability to meet certain conditions.

The tax incentive had no effect on foreign taxes during 2023.

In July 2025, the Malaysia Investment Development Authority, or MIDA, certified our achievement of the milestones and conditions related to our Malaysia income tax holiday.

We have recorded a tax benefit related to the retroactive application of the tax holiday back to January 1, 2024.

We assert that any foreign earnings will be indefinitely reinvested, and accordingly, we have not recorded a liability for taxes associated with these undistributed earnings.

If we determine that all or a portion of such foreign earnings are no longer indefinitely reinvested, we may be subject to additional foreign withholding taxes and U.S.

state income taxes.

Determination of the amount of unrecognized deferred tax liability on these unremitted earnings is not practicable.

The Organization for Economic Co-operation and Development has a framework to implement a global minimum corporate tax of 15% for companies with global revenues and profits above certain thresholds (referred to as Pillar 2), with certain aspects of Pillar 2 effective January 1, 2024 and other aspects effective January 1, 2025.

While it is uncertain whether the United States will enact legislation to adopt Pillar 2, certain countries in which we operate have adopted legislation, and other countries in which we operate are in the process of introducing legislation to implement Pillar 2.

We have assessed the impact of Pillar 2 on our financial statements and the impact is immaterial.

In June 2024, the State of California enacted S.B.

167, which suspends the use of net operating losses (“NOLs”) for the tax period from January 1, 2024 to December 31, 2026 for net business income of $1.0 million or more, as well as limits the utilization of research and development tax credits to $5.0 million each year.

The State of California also passed S.B.

175 to provide for a potential early sunset of NOLs in either 2025 or 2026 if necessary.

We have analyzed the effect of both these laws on our financial statements.

We are estimating $ 2.8 million utilization of our California research and development tax credits for tax year ending December 31, 2024, resulting in a corresponding valuation allowance release of the same amount.

On July 4, 2025, the One Big Beautiful Bill Act, or OBBBA, was signed into law in the U.S., and includes a broad range of tax reform provisions which did not have a significant impact to the effective tax rate.

The primary impact of this legislation is a reduction in our U.S.

income tax liability and deferred tax asset related to the ability to currently deduct U.S.-based research expenses against U.S.

The Organization for Economic Co-operation and Development’s, or OECD, Pillar Two Initiative introduced a 15% global minimum tax for certain multinational groups exceeding minimum annual global revenue thresholds.

As of December 31, 2025, the global minimum tax rules enacted in countries in which we operate, including the transitional safe harbor provisions, does not have a material impact on our consolidated financial statements.

Employee Benefit Plans and Stockholders’ Equity

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Employee Stock Purchase Plan (“ESPP”)

Under the 2015 Employee Stock Purchase Plan (the 2015 ESPP), amended in December 2019, eligible employees may purchase shares of our common stock at semi-annual intervals through periodic payroll deductions during defined Offering Periods.

The Amended and Restated 2015 Employee Stock Purchase Plan, “A&R 2015 ESPP”, amended and restated in May 2025, permits eligible employees to purchase shares of our common stock at semi-annual intervals through periodic payroll deductions during defined Offering Periods.

Payroll deductions may not exceed 15 % of the participant’s cash compensation subject to certain limitations, and the purchase price will be 85 % of the lower of the fair market value of the common stock at either the beginning of the applicable Offering Period or the Purchase Date.

A total of 6.0 million shares of common stock are reserved for issuance under the 2015 ESPP.

The 2015 ESPP shall continue until the earlier to occur of (a) termination of the 2015 ESPP by our Board of Directors, (b) issuance of all of the shares of common stock reserved for issuance under the plan, or (c) May 28, 2025.

We issued approximately 0.4 million, 0.3 million and 0.3 million shares of common stock under the 2015 ESPP during the twelve months ended December 31, 2024, 2023 and 2022, respectively.

As of December 31, 2024, approximately 2.1 million shares remained available for future issuance under the 2015 ESPP.

A total of 14.0 million shares of common stock are authorized for issuance under the A&R 2015 ESPP, which includes an additional 8.0 million shares approved by stockholders in May 2025.

We issued approximately 0.4 million, 0.4 million and 0.3 million shares of common stock under the A&R 2015 ESPP during the twelve months ended December 31, 2025, 2024 and 2023, respectively.

As of December 31, 2025, approximately 9.7 million shares remained available for future issuance under the A&R 2015 ESPP.

Equity Incentive Plans

In May 2015, we adopted the Amended and Restated 2015 Equity Incentive Plan (the 2015 Plan), which replaced our 2005 Equity Incentive Plan and provides for the grant of incentive and nonstatutory stock options, restricted stock, stock bonuses, stock appreciation rights, RSUs, and PSUs to employees, directors or consultants of the Company.

On May 30, 2019, our stockholders approved an increase to the maximum number of shares that may be issued under the 2015 Plan.

We are authorized to issue up to 39.2 million shares of our common stock under the 2015 Plan.

As of December 31, 2024, approximately 12.5 million shares remained available for future issuance under the 2015 Plan.

We issue new shares of common stock to satisfy RSU and PSU vesting under our employee equity incentive plans.

The Amended and Restated 2015 Equity Incentive Plan, “Amended A&R 2015 EIP”, amended and restated in May 2025, provides for the grant of incentive and nonstatutory stock options, restricted stock, stock bonuses, stock appreciation rights, RSUs, and PSUs to employees, directors or consultants of the Company.

A total of 42.6 million shares of common stock are authorized for issuance under the Amended A&R 2015 EIP, which includes an additional 3.4 million shares approved by stockholders in May 2025.

As of December 31, 2025, approximately 14.1 million shares remained available for future issuance under the Amended A&R 2015 EIP.

RSU awards typically vest in annual installments over three or four years and vesting is subject to continued service.

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PSUs vest approximately three years from the date of grant, subject to continued employment through that date and certification by the Compensation Committee.

We issue new shares of common stock to satisfy RSU and PSU vestings.

Share Repurchase Program and Treasury Shares

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Authorization of future stock repurchase programs is subject to the final determination of our Board of Directors.

The following table summarizes our treasury share activity for the periods shown:

The following table summarizes our treasury share activity:

Twelve Months Ended

(In millions) 2025 2024 2023

Shares issued in connection with 2023 Notes conversions — — ( 0.4 )

Shares received from Note Hedge — — 12.2

Shares issued in connection with the Restated Collaboration Agreement — ( 1.5 ) ( 3.7 )

Shares repurchased under the 2022 Share Repurchase Program — — 6.6

Shares repurchased under the 2023 Share Repurchase Program — 4.7 —

Shares repurchased under the 2024 Share Repurchase Program 10.4 — —

Shares repurchased under share repurchase programs

Shares repurchased with 2028 Notes proceeds — — 1.6

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2025 Share Repurchase Program

In April 2025, our Board of Directors authorized and approved a share repurchase program of up to $ 750.0 million of our outstanding common stock, with a repurchase period ending no later than June 30, 2026, or the 2025 Share Repurchase Program.

Repurchases of our common stock under the 2025 Share Repurchase Program may be made from time to time in the open market, in privately negotiated transactions or by other methods, including through the use of trading plans intended to qualify under Rule 10b5-1 under the Securities Exchange Act of 1934, as amended, or the Exchange Act, at our discretion, and in accordance with the limitations set forth in Rule 10b-18 promulgated under the Exchange Act and other applicable federal and state laws and regulations.

The timing of any repurchases will depend on market conditions and will be made at our discretion.

The 2025 Share Repurchase Program does not obligate us to repurchase any dollar amount or number of shares of our common stock, and the program may be extended, modified, suspended, or discontinued at any time.

For the twelve months ended months ended December 31, 2025, we repurchased 7.7 million shares of our common stock for $ 500.0 million under the 2025 Share Repurchase Program.

2024 Share Repurchase Program

In July 2024, our Board of Directors authorized and approved a share repurchase program of up to $ 750.0 million of our outstanding common stock, with a repurchase period ending no later than June 30, 2025 (the “2024 Share Repurchase Program”).

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The 2023 Share Repurchase Program was completed in December 2023.

2022 Share Repurchase Program

In July 2022, a duly authorized committee of our Board of Directors authorized and approved a share repurchase program of up to $ 700.0 million of our outstanding common stock, with a repurchase period that ended on June 30, 2023 (the “2022 Share Repurchase Program”).

On August 1, 2022, we entered into an accelerated share repurchase agreement (“2022 ASR”) with JPMorgan Chase Bank, National Association to repurchase up to $ 700.0 million of our common stock on an accelerated basis.

The final notional amount under the 2022 ASR was $ 557.7 million or approximately 6.6 million shares of our common stock based on the daily average volume-weighted average price of our common stock during the term of the 2022 ASR, less a discount.

The 2022 ASR concluded on September 1, 2022.

The 2022 Share Repurchase Program and the remaining authorization of $ 142.3 million expired on June 30, 2023.

The 2022 ASR and 2023 ASR were forward contracts indexed to our own common stock.

The 2023 ASR was a forward contract indexed to our own common stock.

The forward contracts met all of the applicable criteria for equity classification, so we did not account for them as a derivative instrument.

We have reflected the shares delivered to us by the financial institution as treasury shares as of the dates they were delivered to us in computing weighted average shares outstanding for both basic and diluted net income per share.

Other Treasury Share Activity

During the twelve months ended December 31, 2024, we issued 12.5 million treasury shares to settle the 2023 Warrants.

See Note 5 “Debt—Senior Convertible Notes” to the consolidated financial statements for more information.

During the twelve months ended December 31, 2024, we issued 1.5 million treasury shares in connection with our achievement of the second sales-based milestone under the Restated Collaboration Agreement.

See Note 2 “Development and Other Agreements—Collaboration with Verily Life Sciences” to the consolidated financial statements for more information.

Equity Award Activity

A summary of RSU and PSU activity under the 2015 Plan for the twelve months ended December 31, 2024, 2023 and 2022 is as follows:

A summary of RSU and PSU activity under the Amended A&R 2015 EIP is as follows:

Nonvested RSU and PSU Activity

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Balance at December 31, 2024 12.5 3.0 121.17 234.1

Additional shares authorized 3.4 — —

Granted ( 2.5 ) 2.5 78.75

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The total vest-date fair value of RSUs and PSUs that vested during the twelve months ended December 31, 2025, 2024 and 2023 was $ 106.1 million, $ 174.5 million and $ 157.8 million, respectively.

As of December 31, 2024, 2.7 million unvested RSUs and 0.3 million unvested PSUs were outstanding under the 2015 Plan.

As of December 31, 2025, 3.1 million unvested RSUs and 0.3 million unvested PSUs were outstanding under the Amended A&R 2015 EIP.

Share-Based Compensation

Our share-based compensation expense is associated with RSUs, PSUs, and ESPP.

The following table summarizes our share-based compensation expense included in our consolidated statements of operations for the periods shown:

The following table summarizes our share-based compensation expense included in our consolidated statements of operations:

Twelve Months Ended

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We estimate the fair value of PSUs at the date of grant using the intrinsic value method and the probability that the specified performance criteria will be met.

We estimate the fair value of ESPP purchase rights on the date of grant using the Black-Scholes option pricing model and the assumptions below for the specified reporting periods.

We estimate the fair value of ESPP purchase rights on the date of grant using the Black-Scholes option pricing model and the assumptions below:

Twelve Months Ended

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Business Segment and Geographic Information

We manage our business on a global consolidated basis within one reportable segment, which is consistent with how our chief operating decision maker (CODM), our President and Chief Executive Officer, reviews our business, makes investment and resource allocation decisions, and assesses operating performance.

We manage our business on a global consolidated basis within one operating and one reportable segment, which is consistent with how our chief operating decision maker (CODM) reviews our business, makes investment and resource allocation decisions, and assesses operating performance.

The majority of our revenue is generated in the United States.

The CGM segment derives revenues from the sale of disposable sensors and our Reusable Hardware.

Our reportable segment derives revenues from the sale of disposable sensors and our Reusable Hardware.

Effective September 14, 2025 through December 31, 2025, our President and Chief Operating Officer, assumed the role of interim principal executive officer and CODM.

This did not result in a change to our segments.

The measures of segment profit or loss that are most consistent with U.S.

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Our CODM also reviews total assets, as reported on our consolidated balance sheets, and purchases of property and equipment, as reported on our consolidated statements of cash flows.

Our CODM uses operating income and net income to evaluate income generated from segment assets (return on assets) in deciding whether to reinvest profits into the Company, acquire companies, or invest in other companies.

Operating income is also used to monitor budget versus actual results.

Our CODM uses operating income and net income to evaluate income generated from segment assets (return on assets) in deciding whether to reinvest profits into the Company, monitor budget versus actual results, acquire companies, or invest in other companies.

The following table sets forth our segment information for revenue, measures of segment profit or loss, and significant expenses:

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Operating income 911.8 600.0 597.7

Other income (expense), net 109.0 112.7 ( 0.4 )

Income before income taxes 709.0 710.4 390.8

Other income, net

176.6 109.0 112.7

Income tax expense 252.1 132.8 168.9

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Significant noncash items other than depreciation and amortization expense:

Deferred income taxes $ 43.8 $ 55.0 $ 21.6

Deferred income tax expense (benefit) $ 182.2 $ ( 43.8 ) $ ( 55.0 )

Net (gains) losses on equity investments $ ( 78.1 ) $ 1.4 $ ( 1.9 )

(1) Includes depreciation and amortization recorded in both cost of sales and operating expenses.

See Note 4 “ Balance Sheet Details and Other Financial Information—Other Income (Expense), Net ” to the consolidated financial statements in Part II, Item 8 of this Annual Report on Form 10-K for information about our interest income and interest expense.

See Note 9 “ Employee Benefit Plans and Stockholders’ Equity—Share-Based Compensation ” to the consolidated financial statements in Part II, Item 8 of this Annual Report on Form 10-K for information about our share-based compensation expense.

See Note 3 “ Balance Sheet Details and Other Financial Information—Other Income, Net ” for information about our interest income and interest expense.

See Note 8 “ Employee Benefit Plans and Stockholders’ Equity—Share-Based Compensation ” for information about our share-based compensation expense.

Disaggregation of Revenue

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We have determined that disaggregating revenue into these categories achieves the ASC Topic 606 disclosure objectives of depicting how the nature, amount, timing and uncertainty of revenue and cash flows are affected by economic factors.

See Note 1 “ Organization and Significant Accounting Policies—Concentration of Credit Risk and Significant Customers ” to the consolidated financial statements in Part II, Item 8 of this Annual Report on Form 10-K for information about our major customers that represent 10% or more of our total revenue.

Revenue by Customer Sales Channel

See Note 1 “ Organization and Significant Accounting Policies—Concentration of Credit Risk and Significant Customers ” for information about our major customers that represent 10% or more of our total revenue.

Revenue by Customer Sales Channel and Geographic Region

We sell our CGM systems through a direct sales organization and through distribution arrangements that allow distributors to sell our products.

The following table sets forth revenue by major sales channel for the twelve months ended December 31, 2024, 2023 and 2022:

We also disaggregate our revenue by our two primary geographical markets, the United States and International, based on the geographic location to which we deliver the components.

The following table presents our revenue disaggregated by major sales channel and geographic region:

Twelve Months Ended December 31,

2025 2024 2023

(In millions) Amount %

of Total Amount %

(In millions) United States

International Total United States International Total United States International Total

Distributor $ 3,195.7 $ 763.3 $ 3,959.0 $ 2,824.4 $ 605.7 $ 3,430.1 $ 2,587.2 $ 508.4 $ 3,095.6

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Total revenue $ 3,334.9 $ 1,327.1 $ 4,662.0 $ 2,889.8 $ 1,143.2 $ 4,033.0 $ 2,625.3 $ 997.0 $ 3,622.3

Revenue by Geographic Region

During the twelve months ended December 31, 2025, 2024 and 2023, no individual country outside the United States generated revenue that represented more than 10% of our total revenue.

The following table sets forth revenue by our two primary geographical markets, the United States and International, based on the geographic location to which we deliver the components, for the periods shown:

Twelve Months Ended December 31,

2024 2023 2022

(In millions) Amount %

of Total Amount %

United States $ 2,889.8 72 % $ 2,625.3 72 % $ 2,142.0 74 %

International 1,143.2 28 % 997.0 28 % 767.8 26 %

Total revenue $ 4,033.0 100 % $ 3,622.3 100 % $ 2,909.8 100 %

Long-Lived Assets by Geographic Region

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(In millions) 2025 2024

United States $ 464.6 $ 544.1

$ 438.8 $ 185.7

Malaysia 684.4 632.1

United States 406.1 464.6

Other countries

Total long-lived assets $ 1,637.3 $ 1,402.7

(1) No other individual country represented more than 10% of long-lived assets for the periods presented, except for Ireland with $ 185.7 million of long-lived assets at December 31, 2024.

SCHEDULE II – VALUATION AND QUALIFYING ACCOUNTS

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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.

What changed 10-K

Item 9A. Controls and Procedures