10-K – 2026-02-12 – dxcm-20251231.htm

Sustainability (including environmental, social and governance) regulations, policies and provisions could expose us to numerous risks.
Increasingly, regulators, customers, investors, employees and other stakeholders are focusing on sustainability matters relating to businesses, including climate change and greenhouse gas emissions, human and civil rights, and diversity, equity and inclusion. These changing rules, regulations and stakeholder expectations may differ and conflict, and have resulted in, and are likely to continue to result in, increased general and administrative expenses and increased management time and attention spent complying with or meeting such regulations and expectations. Collecting, measuring and reporting sustainability-related data and information is subject to evolving reporting standards, including state climate-related reporting requirements, the EU’s environmental, social and governance-related disclosure requirements set forth in the Corporate Sustainability Reporting Directive, and similar proposals by other international regulatory bodies. We are also subject to reporting requirements in California covering disclosure of greenhouse gas emissions data, climate-related financial risks and opportunities, and details around emissions-related claims and carbon offsets, if applicable. If our sustainability-related data, information, processes or reporting are incomplete or inaccurate, it could result in adverse regulatory consequences and/or our reputation, business, financial performance and growth could be adversely affected.
Further, a number of governments are considering due diligence procedures to ensure strict compliance with environmental, labor, and government regulations. For example, the EU has proposed broad due diligence reporting requirements for all industries operating within Europe. In addition, a number of our upstream and downstream stakeholders in our value chain have adopted, or may adopt, procurement policies that include sustainability provisions that their business partners must comply with, or they may seek to include such provisions in their terms and conditions. An increasing number of participants in the medical device industry are also joining voluntary sustainability groups or organizations, such as the Responsible Business Alliance. These sustainability regulations, provisions and initiatives are subject to change, can be unpredictable and conflicting, and may be difficult, expensive and time consuming for us to comply with, given the complexity of our value chain and the outsourced manufacturing of certain components of our products. If we are unable to comply, or are unable to cause our upstream and downstream stakeholders to comply, with such regulations, policies or provisions, it may impact our ability to do business, or otherwise present barriers to entry, which could harm our reputation, revenue and results of operations.
Our business could be negatively impacted by evolving expectations and challenges relating to implementing sustainability (including environmental, social and governance) initiatives, setting sustainability-related goals, collecting sustainability-related data, and disclosing sustainability-related information.
We may communicate certain initiatives and may communicate goals regarding sustainability-related matters (including environmental, social and governance) in our SEC filings or in other public disclosures. These sustainability-related initiatives and goals could be difficult and expensive to implement, the technologies needed to implement them may not be cost effective and may not advance at a sufficient pace, and we could be criticized for the accuracy, adequacy or completeness of the disclosure. Further, statements about our sustainability-related initiatives and any sustainability-related goals, and progress against future sustainability-related goals, may be based on standards for measuring progress that are still developing, internal controls and processes that continue to evolve, and assumptions that are subject to change and audit in the future based on evolving standards, frameworks, and regulations. In addition, we could be criticized for the scope or nature of such initiatives or goals, or for any revisions to these goals. If our sustainability-related data, processes and reporting are incomplete or inaccurate, or if we fail to achieve progress with respect to any sustainability-related goals on a timely basis, or at
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all, we could experience adverse regulatory consequences and/or our reputation, business, financial performance and growth could be adversely affected.
Climate change may have an adverse impact on our business.
While we seek to partner with organizations that mitigate their business risks associated with climate change, we recognize that there are inherent risks related to climate change wherever business is conducted. Ensuring business resiliency through mitigating climate-related risks in the communities where we conduct our business is a priority, whether for our offices or for our stakeholders. Our manufacturing sites in Ireland, Arizona and Malaysia and our global operations, including California and the Philippines, are vulnerable to climate change effects. For example, in California and Arizona, increasing intensity of droughts throughout the states and annual periods of wildfire danger increase the probability of planned and unplanned power outages in the communities where we work and live. While this danger has a low-assessed risk of disrupting normal business operations, it has the potential impact on employees’ abilities to commute to work or to work from home and stay connected effectively. Climate-related events, including the increasing frequency of extreme weather events and their impact on the U.S., the Philippines, Malaysia, Ireland and other major regions’ critical infrastructure, have the potential to disrupt our business, our third-party suppliers, and/or the business of our customers, and may cause us to experience higher attrition, losses, and additional costs to maintain or resume operations.
We may be liable for contamination or other harm caused by materials that we handle, and changes in environmental regulations could cause us to incur additional expense.
Our research and development and clinical processes involve the handling of potentially harmful biological materials as well as hazardous materials. We are subject to international and domestic (including federal, state and local) laws, rules and regulations governing the use, handling, storage and disposal of hazardous and biological materials and we incur expenses relating to compliance with these laws and regulations. If violations of environmental, health and safety laws occur, we could be held liable for damages, penalties and costs of remedial actions. These expenses or this liability could have a significant negative impact on our financial condition. We may violate environmental, health and safety laws in the future as a result of human error, equipment failure or other causes. Environmental laws could become more stringent over time, imposing greater compliance costs and increasing risks and penalties associated with violations. We are subject to potentially conflicting and changing regulatory agendas of political, business and environmental groups. Changes to or restrictions on permitting requirements or processes, hazardous or biological material storage or handling might require unplanned capital investment or relocation. Failure to comply with new or existing laws or regulations could harm our business, financial condition and results of operations.

General Risk Factors

Current uncertainty in domestic and global economic and political conditions makes it particularly difficult to predict product demand and other related matters and makes it more likely that our actual results could differ materially from expectations.
Our operations and performance depend on worldwide economic and political conditions. These conditions have been adversely impacted by continued global economic uncertainty, political instability and military hostilities in multiple geographies, monetary and financial uncertainties in Europe and other international countries, global health pandemics, rising interest rates, and domestic and global inflationary trends. These include potential reductions in the overall stability and suitability of the Euro as a single currency, given the economic and political challenges facing individual Eurozone countries. These conditions have made and may continue to make it difficult for our customers and potential customers to afford our products, and could cause our customers to stop using our products or to use them less frequently. If that were to occur, our revenue may decrease and our performance may be negatively impacted. We expect continued uncertainty and potential political disputes between countries, which could have adverse operation and economic impacts on our business.
In addition, the pressure on consumers to absorb more of their own health care costs has resulted in some cases in higher deductibles and limits on durable medical equipment, which may cause seasonality in purchasing patterns. Furthermore, during economic uncertainty, our customers have had job losses and may continue to have issues gaining timely access to sufficient health insurance or credit, which could result in their unwillingness to purchase products or impair their ability to make timely payments to us. A recession, depression or other sustained adverse market event could materially and adversely affect our business and the value of our common stock.
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We cannot predict the reoccurrence of any economic slowdown or the strength or sustainability of the economic recovery, worldwide, in the United States, or in our industry. These and other economic factors could have a material adverse effect on our business, financial condition and results of operations.
We may be adversely affected by the effects of inflation.
Inflation has the potential to adversely affect our liquidity, business, financial condition and results of operations by increasing our overall cost structure. The existence of inflation in the economy has resulted in, and may continue to result in, higher interest rates and capital costs, supply shortages, increased costs of labor, components, manufacturing and shipping, as well as weakening exchange rates and other similar effects. As a result of inflation, we have experienced and may continue to experience cost increases. Although we may take measures to mitigate the effects of inflation, if these measures are not effective, our business, financial condition, results of operations and liquidity could be materially adversely affected. Even if such measures are effective, there could be a difference between the timing of when these beneficial actions impact our results of operations and when the cost of inflation is incurred.
If we are unable to successfully maintain effective internal control over financial reporting, investors may lose confidence in our reported financial information and our stock price and our business may be adversely impacted.
As a public company, we are required to maintain internal control over financial reporting and our management is required to evaluate the effectiveness of our internal control over financial reporting as of the end of each fiscal year. If we are not successful in maintaining effective internal control over financial reporting, there could be inaccuracies or omissions in the consolidated financial information we are required to file with the SEC. Additionally, even if there are no inaccuracies or omissions, we will be required to publicly disclose the conclusion of our management that our internal control over financial reporting or disclosure controls and procedures are not effective. These events could cause investors to lose confidence in our reported financial information, adversely impact our stock price, result in increased costs to remediate any deficiencies, attract regulatory scrutiny or lawsuits that could be costly to resolve and distract management’s attention, limit our ability to access the capital markets or cause our stock to be delisted from The Nasdaq Stock Market or any other securities exchange on which it is then listed.
Changes in financial accounting standards or practices or existing taxation rules or practices may cause adverse unexpected revenue and/or expense fluctuations and affect our reported results of operations.
A change in accounting standards or practices or a change in existing taxation rules or practices can have a significant effect on our reported results and may even affect our reporting of transactions completed before the change is effective. New accounting pronouncements and taxation rules and varying interpretations of accounting pronouncements and taxation practice have occurred and may occur in the future. The method in which we market and sell our products may have an impact on the manner in which we recognize revenue. In addition, changes to existing rules or the questioning of current practices may adversely affect our reported financial results or the way we conduct our business. Additionally, changes to existing accounting rules or standards, such as the potential requirement that U.S. registrants prepare financial statements in accordance with International Financial Reporting Standards, may adversely impact our reported financial results and business, and may further require us to incur greater accounting fees.
If our financial performance fails to meet the expectations of investors and public market analysts, the market price of our common stock could decline.
Our revenues and operating results may fluctuate significantly from quarter to quarter. We believe that period-to-period comparisons of our operating results may not be meaningful and should not be relied on as an indication of our future performance. If quarterly revenues or operating results fall below the expectations of investors or public market analysts, the trading price of our common stock could decline substantially. In addition to the other risk factors set forth herein, factors that might cause quarterly fluctuations in our operating results include:
• our inability to manufacture an adequate supply of product at appropriate quality levels and acceptable costs;
• possible delays in our research and development programs or in the completion of any clinical trials;
• a lack of acceptance of our products in the marketplace by physicians and people with diabetes;
• the inability of customers to receive reimbursements from third-party payors;
• the purchasing patterns of our customers, including as a result of seasonality;
• failures to comply with regulatory requirements, which could lead to withdrawal of products from the market;
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• our failure to continue the commercialization of any of our products;
• competition;
• inadequate financial and other resources; and
• global political and economic conditions, political instability and military hostilities.
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ITEM 1B - UNRESOLVED STAFF COMMENTS

None.

ITEM 1C - CYBERSECURITY

Risk Management and Strategy
We have processes in place for assessing, identifying, and managing material risks from cybersecurity threats, which are integrated into our overall enterprise risk management processes. The processes for assessing, identifying and managing material risks from cybersecurity threats, including threats associated with our use of third-party service providers and those that leverage artificial intelligence, include identifying the relevant assets that could be affected, determining possible threat sources and threat events, assessing threats based on their potential likelihood and impact, and identifying controls that are in place or necessary to manage and/or mitigate such risks.
We have established cybersecurity and privacy programs to maintain the confidentiality, integrity, availability, and privacy of protected information and ensure compliance with relevant security/privacy regulations, contractual requirements, and industry-standard frameworks. Our cybersecurity program includes annual review and assessment by external, independent third parties, who certify and report on these programs. For example, our Information Security Management System (ISMS) is certified as being in conformity with ISO/IEC 27001 by PRI Certification. We maintain cybersecurity and privacy policies and procedures in accordance with industry-standard control frameworks and applicable regulations, laws, and standards. All corporate cybersecurity policies are reviewed and approved by senior leadership at least annually as part of our ISMS.
Our cybersecurity controls, which are the mechanisms in place to prevent, detect and mitigate threats in accordance with our policies and procedures, are based on the regulatory requirements to which we are subject and are monitored and tested both internally and externally by third parties at least annually. These controls include regular system updates and patches, employee training on cybersecurity and privacy requirements, incident reporting, and the use of encryption to secure sensitive information. In addition, we also regularly perform phishing tests of our employees and update our training plan at least annually. We maintain business continuity and disaster recovery capabilities to mitigate interruptions to critical information systems and/or the loss of data and services from the effects of natural or man-made disasters to Dexcom locations. We also provide annual privacy and security training for all employees. Our security training incorporates awareness of cyber threats (including but not limited to malware, ransomware and social engineering attacks), password hygiene, incident reporting process, as well as physical security best practices.
In the last three fiscal years, we have not experienced any material cybersecurity incidents and the expenses we have incurred from security incidents were immaterial. As a result, we do not believe that risks from cybersecurity threats, including as a result of any previous cybersecurity incidents, have materially affected us, our results of operations and financial condition. However, as discussed under “Risk Factors” in Part I, Item 1A of this Annual Report, cybersecurity threats pose multiple risks to us, including potentially to our results of operations and financial condition. See “Risk Factors — Risks Related to Privacy and Security.” As cybersecurity threats become more frequent, sophisticated and coordinated, it is reasonably likely that we will be required to expend greater resources as we pursue our strategy of continuously modifying and enhancing our protective measures while developing and commercializing products that incorporate our CGM technologies and integrate with the insulin delivery systems or data platforms of our partners. The technology integration and cloud-based depository platforms we continue to focus on can make us more vulnerable to cybersecurity threats, thereby making our pursuit of such strategies more costly.
Governance
Our Board of Directors, or the Board, is responsible for exercising oversight of management’s identification and management of, and planning for, risks from cybersecurity threats. While the full Board has overall responsibility for risk oversight, the Board has delegated oversight responsibility related to risks from cybersecurity threats to the Board’s Technology Committee. The Technology Committee reports to the Board as necessary with respect to its activities, including making such reports and recommendations to the Board and its other committees as necessary and appropriate and consistent with its purpose, described below.
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The Technology Committee, comprised of independent Board members, is responsible for reviewing cybersecurity, privacy, data protection and other major technology risk exposures of the Company, the steps management has taken to monitor and control such exposures, and the Company’s compliance with applicable cybersecurity and data privacy laws and industry standards. These reviews are provided at least annually. The Technology Committee receives management updates and reports, primarily through the Company’s Cybersecurity and Privacy Committee, a multidisciplinary team responsible for the overall governance, decision-making, risk management, awareness and compliance for cybersecurity and privacy activities across the Company.
The Cybersecurity and Privacy Committee is co-chaired by our Information Security Officer (ISO) , Product Security Officer (PSO), and Chief Privacy Officer (CPO), and its members include executive officers of the Company, including our Chief Technology Officer, Chief Financial Officer, Chief Information Officer, and Chief Legal Officer, as well as representatives from the finance, internal audit, quality, regulatory, and legal teams. Management’s role in assessing and managing the material risks from cybersecurity threats is accomplished primarily through the committee.
Members of the Cybersecurity and Privacy Committee have broad ranges of expertise and experience in information technology and security. Our ISO, a co-chair of the committee, has over fifteen years of experience in the field of information security management, having previously led security operations and infrastructure and IT functions for a public university campus and a non-profit organization, and holds several licenses and certifications relating to information security, including a Certified Information Systems Security Manager (CISM) from the Information Systems Audit and Control Association (ISACA), a Certified Information Systems Security Professional (CISSP) from the International Information Security System Security Certification Consortium (ISC2) and several technical cybersecurity Global Information Assurance Certification (GIAC) from the SANS Institute. Our PSO, also a co-chair of the committee, has over twenty-five years of previous experience in cyber security architecture and cyber security management for a number of large Fortune 500 technology companies and holds several certifications including CISSP from the International Information Security System Security Certification Consortium, C-CISO from EC-Council, Numerous certifications from Microsoft, CISCO, Juniper, Checkpoint among others and has completed several advanced GIAC security classes from the SANS Institute.
Our ISO reports directly to our Senior Vice President, Chief Information Officer (CIO), who is a member of the committee. She has held this role at Dexcom since 2024 and is responsible for global information technology at Dexcom. Our CIO brings 30 years of diverse strategic and operational experience in IT management, data engineering, AI, digital, ecommerce, infrastructure modernization and supply chain. Prior to Dexcom, our CIO served as Senior Vice President, Chief Information Officer at Bausch + Lomb. Additionally, our CIO has held transformational roles at Johnson & Johnson, Bristol Myers Squibb, American Standard and Price Waterhouse Coopers. She holds a Bachelor of Science degree in Economics and Management Information Systems from the University of Delaware. Our Executive Vice President, Chief Technology Officer (CTO) is also a member of the committee. Our CTO has held this role since 2022 and has 25 years of experience spanning consumer electronics, data storage, IoT and broadband industries. From 2011 to 2022 he worked at Technicolor (now known as Vantiva), most recently serving as Chief Technology Officer and General Manager of the Broadband Business Division. In addition to an MBA, he holds a Master of Science in Mechanical Engineering and a Bachelor of Mechanical Engineering.
The prevention, detection, mitigation and remediation of cybersecurity incidents at Dexcom is accomplished pursuant to various policies, procedures and processes, including incident response plans and the cybersecurity and privacy programs and controls described above under “Risk Management and Strategy.” These measures include escalation protocols through which the Cybersecurity and Privacy Committee is informed about cybersecurity and incidents by our ISO and PSO, who are informed through our business units. As described above, members of the Cybersecurity and Privacy Committee provide updates to the Technology Committee of the Board on a regular basis, and the full Board receives updates from the Technology Committee. In addition, there are protocols in place for immediate escalation in the event of any cybersecurity issues or developments that may require consideration between regularly scheduled Technology Committee or Board meetings.
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ITEM 2 - PROPERTIES

We lease real property throughout the world to support our business, including manufacturing, research and development, sales, marketing and administration. We believe our facilities are suitable and adequate for our current and near-term needs, and that we will be able to locate additional facilities as needed. The following table sets forth the locations of our corporate headquarters and manufacturing facilities:

Location Purpose
San Diego, California Corporate headquarters, research and development, and manufacturing

Mesa, Arizona Manufacturing

Penang, Malaysia Manufacturing

Athenry, Ireland (1)
Manufacturing

(1) Our new manufacturing facility in Athenry, Ireland is under construction.

As of December 31, 2025, we had approximately 79,700 square feet of laboratory space and approximately 159,600 square feet of controlled environment rooms. See Note 5 “ Leases and Other Commitments ” to the consolidated financial statements in Part II, Item 8 of this Annual Report for more information.

ITEM 3 - LEGAL PROCEEDINGS

We are subject to various claims, complaints and legal actions that arise from time to time in the normal course of business, including commercial insurance, product liability, intellectual property and employment related matters. 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.
Securities Class Actions
Between August 21 and October 9, 2024, three substantially similar putative class action complaints were filed against us and certain of our executive officers in the United States District Court for the Southern District of California. On December 13, 2024, the court appointed lead plaintiff and consolidated the three actions (now captioned In re Dexcom, Inc. Class Action Securities Litigation, Lead Case No.: 24-cv-1485-RSH-VET). On January 27, 2025, lead plaintiff filed a consolidated complaint. The consolidated complaint alleges violations of the Exchange Act against us and certain of our current and former executive officers for allegedly making false and misleading statements between April 28, 2023 and July 25, 2024, with respect to our expected revenue for fiscal 2024 and ability to capitalize on our growth potential. On March 13, 2025, we filed a motion to dismiss the consolidated complaint. On May 14, 2025, the court granted the motion to dismiss with leave to amend. On May 28, 2025, lead plaintiff filed an amended consolidated complaint. On June 11, 2025, we filed a motion to dismiss the amended consolidated complaint. On September 9, 2025, the court granted in part and denied in part the motion to dismiss. On October 7, 2025, defendants answered the amended consolidated complaint. On October 10, 2025, defendants filed a motion for judgment on the pleadings as to the two surviving challenged statements. On January 7, 2026, the court granted defendants’ motion for judgment on the pleadings with leave to amend. On February 6, 2026, lead plaintiff filed a second amended consolidated complaint. Defendants’ deadline to respond to the second amended consolidated complaint is February 20, 2026.
On October 27, 2025, a putative class action complaint was filed against us and certain of our executive officers in the United States District Court for the Southern District of New York (captioned Prime v. Dexcom, Inc., et al, Case No.: 1:25-cv-08912). The complaint alleges violations of the Exchange Act against us and certain of our executive officers for allegedly making false and misleading statements between July 26, 2024 and September 17, 2025, with respect to the accuracy, reliability, and functionality of our G7 device, as well as our enhancements to and manufacturing of the device. A lead plaintiff has been appointed and must file an amended complaint no later than April 10, 2026. Our deadline to respond to the amended complaint is June 9, 2026.
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Derivative Actions
Between September 13 and April 14, 2025, three putative stockholders filed derivative lawsuits against us and certain of our current and former executive officers and directors in the United States District Court for the Southern District of California. The derivative complaints allege factual allegations largely tracking allegations made in the In re Dexcom, Inc. Securities Class Action Litigation and seek, among other things, damages and restitution to be paid to the Company by the individual defendants, punitive damages, and attorney’s fees and costs. These actions have been consolidated (captioned In Re: Dexcom, Inc. Stockholder Derivative Litigation, Lead Case No.: 24-cv-1645-RSH-VET), and are currently stayed pending a resolution of the anticipated motion to dismiss in the In re Dexcom, Inc. Securities Class Action Litigation.
On September 25, 2025, an additional derivative lawsuit was filed against us and certain of our current and former executive officers and directors in the Court of Chancery of the State of Delaware. The allegations largely track those made in the In re Dexcom, Inc. Securities Class Action Litigation and seek, among other things, damages and restitution to be paid to the Company by the individual defendants, punitive damages, and attorney’s fees and costs. This action This action is currently stayed pending a resolution of the anticipated motion to dismiss in the In re Dexcom, Inc. Securities Class Action Litigation.
G6 and G7 Class Action Litigation
Between September 29, 2025, and January 8, 2026, various plaintiffs, purported users of G6 or G7 devices, filed six overlapping putative class action complaints against us. Four of the complaints originally were filed and are pending in the United States District Court for the Southern District of California (Levens, et al. v. Dexcom, Inc., No. 3:25-cv-02565-BJC-BLM; Estravit v. Dexcom, Inc., No. 3:25-cv-02845-BJC-BLM; and Dalora v. Dexcom, Inc., No. 3:25-cv-03210-BJC-BLM; Dickinson, et al. v. Dexcom, Inc. Dickinson, et al. v. Dexcom, Inc., No. 3:26-cv-00102-BJC-BLM); one of the complaints originally was filed in United States District Court for the Central District of California, and subsequently transferred to the United States District Court for the Southern District of California (Grisoli, et al. v. Dexcom, Inc., No. 3:25-cv-03488-BJC-BLM); and one of the complaints was filed and is pending in the Superior Court of Los Angeles County, California (Chatelain v. Dexcom, Inc., No. 25STCV30722). Plaintiffs in all six actions allege they overpaid for G6 and/or G7 devices or components that were worth less than the purchase price because, among other reasons, G6 and/or G7 devices or components they purchased allegedly were adulterated or misbranded under federal law; G6 and/or G7 devices or components they purchased allegedly failed to perform as advertised; and because we allegedly misled patients and providers about the safety, accuracy, efficacy, and reliability of G6 and/or G7 devices or components. Plaintiffs in each action assert various state law consumer protection, express and implied warranty, common law, and Magnuson-Moss Warranty Act claims, and seek, among other things, damages for economic losses, restitution, disgorgement, injunctive relief, and attorneys’ fees and costs. Plaintiffs seek to represent nationwide classes and state-specific subclasses of individuals.
The five cases in the United States District Court for the Southern District of California have been deemed related cases and have been assigned to a single judge. On December 30, 2025, and January 5, 2026, plaintiffs filed motions to consolidate the four federal court cases, to appoint interim class counsel, and to establish a briefing schedule on competing motions to appoint interim class counsel. The Court has stayed all deadlines to respond to the complaints in four of the federal court actions ( Levens , Estravit , Dalora , and Grisoli ) pending the filing of a consolidated complaint. Our deadline to respond to the complaint in Dickinson currently is March 23, 2026.
In the putative class action pending in Los Angeles County Superior Court, our initial status conference is scheduled for February 23, 2026. The case is stayed until at least the February 23, 2026, status conference.
We intend to vigorously defend against such claims; however, we cannot be certain of the outcome of our ongoing proceedings and, if determined adversely to us, our business and financial condition may be adversely affected.
We do not believe we are party to any other currently pending legal proceedings, the outcome of which could have a material adverse effect on our business, financial condition, or results of operations. There can be no assurance that existing or future legal proceedings arising in the ordinary course of business or otherwise will not have a material adverse effect on our business, financial condition, or results of operations.

ITEM 4 - MINE SAFETY DISCLOSURES

Not applicable.
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PART II

ITEM 5 - MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES

Market Information for Common Stock
Our common stock is traded on the Nasdaq Global Select Market under the symbol “DXCM.”
Stockholders
We had approximately 25 stockholders of record as of February 5, 2026. The number of beneficial owners of our common stock at that date was substantially greater than the number of record holders because a large portion of our common stock is held of record through brokerage firms in “street name.”
Dividend Policy
We have never declared or paid any cash dividends on our capital stock. We currently intend to retain any future earnings to finance the operation and expansion of our business, and we do not expect to declare or pay any dividends in the foreseeable future.
Recent Sales of Unregistered Securities
All unregistered sales of equity securities have been previously disclosed in a Form 10-Q or a current report on Form 8-K for the fiscal year ended December 31, 2025.

Purchases of Equity Securities by the Issuer and Affiliated Purchasers
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 (the “2025 Share Repurchase Program”).
See Note 8 “ Employee Benefit Plans and Stockholders’ Equity ” to the consolidated financial statements in Part II, Item 8 of this Annual Report on Form 10-K for additional information about our share repurchases during the year ended December 31, 2025.
The following table provides information about purchases by us of our shares of common stock during the three months ended December 31, 2025:

Period Total number of shares purchased
Average price paid per share (1)
Total number of shares purchased as part of publicly announced program (2)
Maximum dollar value of shares that may yet be purchased under the program
(in millions)(2)

10/01/2025 - 10/31/2025 875,652  $ 58.64  875,652  $ 511.4 
11/01/2025 - 11/30/2025 4,388,845  $ 59.56  4,388,845  $ 250.0 
12/01/2025 - 12/31/2025 —  $ —  —  $ 250.0 

(1) Average price paid per share includes broker commissions.

(2) On May 1, 2025, we announced that 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.

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Company Stock Price Performance
The graph below compares the cumulative total stockholder return on our common stock with the cumulative total returns on the S&P Health Care Equipment Select Industry index and the S&P 500 index over the five-year period ended December 31, 2025. The graph assumes that $100 was invested in Dexcom common stock and in each of the other indices on December 31, 2020 and that all dividends were reinvested. The comparisons in the graph below are based on historical data and are not intended to forecast the possible future performance of Dexcom’s common stock.
The graph below and related information shall not be deemed “soliciting material” or be deemed to be “filed” with the SEC, nor shall such information be incorporated by reference into any future filing, except to the extent that we specifically incorporate it by reference into such filing.

* $100 invested on December 31, 2020 in stock or index, including reinvestment of any dividends.

ITEM 6 - [RESERVED]

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ITEM 7 - MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

This document, including the following Management’s Discussion and Analysis of Financial Condition and Results of Operations, contains forward-looking statements that are not purely historical regarding Dexcom’s or its management’s intentions, beliefs, expectations and strategies for the future. These forward-looking statements fall within the meaning of the federal securities laws that relate to future events or our future financial performance. In some cases, you can identify forward-looking statements by terminology such as “may,” “will,” “expect,” “plan,” “anticipate,” “believe,” “estimate,” “intend,” “potential” or “continue” or the negative of these terms or other comparable terminology. Forward-looking statements are made as of the date of this report, deal with future events, are subject to various risks and uncertainties, and actual results could differ materially from those anticipated in those forward looking statements. The risks and uncertainties that could cause actual results to differ materially are more fully described under “Risk Factors” in Part I, Item 1A of this Annual Report, elsewhere in this Annual Report, and in our other reports filed with the SEC. We assume no obligation to update any of the forward-looking statements after the date of this report or to conform these forward-looking statements to actual results. You should read the following discussion and analysis together with our consolidated financial statements and related notes in Part II, Item 8 of this Annual Report.

Overview

Who We Are
We are a medical device company primarily focused on the design, development and commercialization of CGM systems for the management of diabetes and metabolic health by patients, caregivers, and clinicians around the world.
We received approval from the FDA and commercialized our first product in 2006. We launched our latest generation systems, the G7 in 2023, and the G7 15 Day in late 2025. In August 2024, we launched Stelo, our biosensor designed for adults with prediabetes and Type 2 diabetes who do not use insulin, as the first over-the-counter glucose biosensor in the U.S.
Unless the context requires otherwise, the terms “we,” “us,” “our,” the “company,” or “Dexcom” refer to DexCom, Inc. and its subsidiaries.

Global Presence
We have built a direct sales organization in North America and certain international markets to call on health care professionals, such as endocrinologists, physicians and diabetes educators, who can educate and influence patient adoption of continuous glucose monitoring. To complement our direct sales efforts, we have entered into distribution arrangements in North America and several international markets that allow distributors to sell our products.

Future Developments
Product Development: We plan to develop future generations of technologies that are focused on improved performance and convenience and that will enable intelligent insulin administration. Over the longer term, we plan to continue to develop and improve networked platforms with open architecture, connectivity and transmitters capable of communicating with other devices. We also intend to expand our efforts to accumulate CGM patient data and metrics and apply predictive modeling and machine learning to generate interactive CGM insights that can inform patient behavior.

Partnerships: We continue to support partnerships with insulin pump companies and companies or institutions developing insulin delivery systems, including automated insulin delivery systems. With the introduction of Stelo, we are also pursuing and supporting development partnerships with consumer technology product companies that seek to provide metabolic health insights to their customers.

New Opportunities: We are also exploring how to extend our offerings to other opportunities, including for people with pre-diabetes, people who are obese, people who are pregnant, and people in the hospital setting. Eventually, we may apply our technological expertise to products beyond glucose monitoring.

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Critical Accounting Estimates

The discussion and analysis of our financial condition and results of operations are based on our consolidated financial statements, which we have prepared in accordance with GAAP. The preparation of these consolidated financial statements requires us to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the consolidated financial statements as well as the reported revenue and expenses during the reporting periods. On an ongoing basis, we evaluate our estimates and judgments. We base our estimates on historical experience and on various other factors that we believe are reasonable under the circumstances, the results of which form the basis for making judgments about the carrying value of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions.
While our significant accounting policies are described in Note 1 “ Organization and Significant Accounting Policies ” to the consolidated financial statements in Part II, Item 8 of this Annual Report on Form 10-K, we believe that the following accounting estimates are most critical to a full understanding and evaluation of our reported financial results. Members of our senior management have discussed the development and selection of these critical accounting estimates and their disclosure in this Annual Report on Form 10-K with the Audit Committee of our Board of Directors.
Pharmacy Rebates
We estimate pharmacy rebates based on contractual arrangements, estimates of products sold subject to rebate, known events or trends, and channel inventory data. Pharmacy rebates are the most significant component of variable consideration estimates included in the calculation of the transaction price and most at risk for material adjustment because of the time delay between the recording of the pharmacy rebate and its ultimate settlement, an interval that generally ranges from 30 to 90 days, but can last up to one year. Due to this time lag, in any given period, our adjustments to reflect actual amounts can incorporate changes of estimates related to prior periods.
Historically, adjustments to these estimates to reflect actual results or updated expectations, have not been material to our overall business and generally have been less than 1% of revenue. An increase or decrease of 1% in our estimate of products sold subject to rebate during 2025, holding all other assumptions constant, would increase or decrease revenue by approximately $50.1 million.
Inventory Reserves
We assess the value of our inventory on a quarterly basis and write down inventories to the lower of their cost or net realizable value based on quality control data, obsolescence, or excess relative to our forecasted demand. Significant judgment is applied in evaluating quality control testing data, assessing whether non-conforming inventory can be remediated, reworked, or otherwise partially recovered, and in some cases, estimating our forecasted demand.
If actual market conditions are less favorable than our forecasts, or actual demand from our customers is lower than our estimates, we may be required to record additional inventory write-downs. Similarly, if remediation outcomes differ from our assumptions, additional adjustments may be necessary. Conversely, if actual conditions are more favorable than anticipated, inventory previously written down may be sold, resulting in lower cost of sales and higher income from operations than expected in that period. At December 31, 2025, a 1% change in the inventory reserve expense recognized during the year would not have resulted in a material change in inventory and cost of goods sold.
Income Taxes
We estimate our income taxes based on the various jurisdictions where we conduct business. Significant judgment is required in determining our worldwide income tax provision. The calculation of our tax liabilities involves dealing with uncertainties in the application of complex tax laws and regulations and the potential for future adjustment of our uncertain tax positions by the Internal Revenue Service or other taxing jurisdictions. While we believe we have appropriate support for the positions taken on our tax returns, we regularly assess the potential outcomes of examinations by tax authorities in determining the adequacy of our provision for income taxes. We continually assess the likelihood and amount of potential adjustments and adjust the income tax provision, income taxes payable, and deferred taxes in the period in which the facts that give rise to a revision become known.
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We use the asset and liability approach to recognize deferred tax assets and liabilities for the expected future tax consequences of temporary differences between the carrying amounts and the tax basis of assets and liabilities as described in Note 1 “ Organization and Significant Accounting Policies—Income Taxes ” to the consolidated financial statements in Part II, Item 8 of this Annual Report. Significant judgment is required to evaluate the need for a valuation allowance against deferred tax assets. A valuation allowance is established when it is more likely than not that some or all of the deferred tax assets will not be realized. Realization of deferred tax assets is dependent upon future earnings in applicable tax jurisdictions. We maintain a valuation allowance on our California research and development tax credits, foreign tax credits and certain foreign intangible assets, as it is more likely than not that those deferred tax assets will not be realized.
We recognize and measure benefits for uncertain tax positions using a two-step approach as described in Note 1 “ Organization and Significant Accounting Policies—Income Taxes ” to the consolidated financial statements in Part II, Item 8 of this Annual Report. Significant judgment is required to evaluate uncertain tax positions and is based upon a number of factors, including changes in facts or circumstances, changes in tax law, correspondence with tax authorities during the course of audits and effective settlement of audit issues. Changes in the recognition or measurement of uncertain tax positions could result in material increases or decreases in our income tax expense in the period in which we make the change, which could have a material impact on our effective tax rate and operating results.
Loss Contingencies
We are subject to certain legal proceedings, as well as demands, claims and threatened litigation that arise in the normal course of our business. Significant judgment is required in the determination of the expected outcome (i.e., whether a potential loss is probable, reasonably possible, or remote), as well as in the determination of whether a potential exposure is reasonably estimable. We evaluate the nature of the claim, the stage of the proceedings, prior case outcomes, and input from legal counsel. We base our judgments on the best information available at the time and regularly reassess as new facts emerge.
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Overview of Financial Results
The most important financial indicators that we use to assess our business are revenue, gross profit, operating income, net income, and operating cash flow.

Key Highlights for fiscal 2025 include the following:

Revenue Gross Profit Operating Income Net Income Operating Cash Flow
$4.66 billion $2.80 billion $911.8 million $836.3 million $1.44 billion
up 16% from 2024
up 15% from 2024
up 52.0% from 2024
up 45% from 2024
up 46% from 2024

We ended fiscal 2025 with cash, cash equivalents and short-term marketable securities totaling $2.00 billion.

Results of Operations

Financial Overview

For discussion related to the results of operations and changes in financial condition for fiscal 2024 compared to fiscal 2023 refer to “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in Part II, Item 7 of our 2024 Annual Report on Form 10-K, which was filed with the SEC on February 18, 2025.

Twelve Months Ended December 31, 2025 Compared to Twelve Months Ended December 31, 2024

Twelve Months Ended December 31, 2025 - 2024
(In millions, except per share amounts) 2025 % of Revenue (1)
2024 % of Revenue (1)
$ Change % Change
Revenue $ 4,662.0  100.0  % $ 4,033.0  100.0  % $ 629.0  16  %
Cost of sales 1,860.1  39.9  % 1,594.8  39.5  % 265.3  17  %
Gross profit 2,801.9  60.1  % 2,438.2  60.5  % 363.7  15  %
Operating expenses:
Research and development 599.1  13  % 552.4  14  % 46.7  8  %

Selling, general and administrative 1,291.0  28  % 1,285.8  32  % 5.2  —  %
Total operating expenses 1,890.1  41  % 1,838.2  46  % 51.9  3  %
Operating income 911.8  20  % 600.0  15  % 311.8  52  %
Other income, net 176.6  4  % 109.0  3  % 67.6  62  %
Income before income taxes 1,088.4  23  % 709.0  18  % 379.4  54  %
Income tax expense 252.1  5  % 132.8  3  % 119.3  90  %
Net income $ 836.3  18  % $ 576.2  14  % $ 260.1  45  %

Basic net income per share $ 2.14  ** $ 1.46  ** $ 0.68  47  %
Diluted net income per share $ 2.09  ** $ 1.42  ** $ 0.67  47  %

(1) The sum of the individual percentages may not equal the total due to rounding.

** Not meaningful

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Revenue
We generate our revenue from the sale of disposable sensors and our reusable transmitter and receiver, collectively referred to as Reusable Hardware. We expect that the revenue we generate from the sales of our products will fluctuate from quarter to quarter. We typically experience seasonality, with lower sales in the first quarter of each year compared to the immediately preceding fourth quarter. This seasonal sales pattern relates to U.S. annual insurance deductible resets and unfunded flexible spending accounts.
Cost of sales
Cost of sales includes direct labor and materials costs related to each product sold or produced, including assembly, test labor and scrap, as well as factory overhead supporting our manufacturing operations. Factory overhead includes facilities, material procurement and control, manufacturing engineering, quality assurance, supervision and management. These costs are primarily salary, fringe benefits, share-based compensation, facility expense, supplies and purchased services. All of our manufacturing costs are included in cost of sales. In addition, amortization of certain licensing related intangibles are also included in cost of sales.
Research and development
Our research and development expenses primarily consist of engineering and research expenses related to our sensing technology, clinical trials, regulatory expenses, quality assurance programs, employee compensation, and business process outsourcers.
Selling, general and administrative
Our selling, general and administrative expenses primarily consist of employee compensation for our executive, financial, sales, marketing, information technology and administrative functions. Other significant expenses include commissions, marketing and advertising, IT software license costs, insurance, professional fees for our outside legal counsel and independent auditors, litigation expenses, patent application expenses and consulting expenses.
Other income, net
Other income, net consists primarily of interest and dividend income on our cash, cash equivalents and short-term marketable securities portfolio, foreign currency transaction gains and losses resulting from the effects of foreign currency fluctuations, realized and unrealized gains and losses on marketable and non-marketable equity investments, including changes in fair value, and interest expense related to our senior convertible notes.
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Twelve Months Ended December 31, 2025 Compared to Twelve Months Ended December 31, 2024

Twelve Months Ended December 31,

2025 2024
(In millions) 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 
Direct 139.2  563.8  703.0  65.4  537.5  602.9 
Total revenue $ 3,334.9  $ 1,327.1  $ 4,662.0  $ 2,889.8  $ 1,143.2  $ 4,033.0 

Twelve Months Ended December 31, 2025 Compared to
Twelve Months Ended December 31, 2024

Revenue The revenue increase was primarily driven by increased sales volume of our disposable sensors due to the continued growth of our worldwide customer base. We added approximately 600,000 - 700,000 net customers, excluding Stelo customers, to our worldwide customer base in 2025. The increase was offset by pricing headwinds due to greater rebate eligibility and channel mix.

Cost of sales & Gross profit Cost of sales and gross profit increased primarily due to an increase in sales volume driven by the addition of approximately 600,000 - 700,000 net customers, excluding Stelo customers, to our worldwide customer base in 2025.

The decrease in gross profit margin percentage in 2025 compared to 2024 was primarily driven by inefficiencies associated with ensuring supply availability, build configurations that lowered production yield, and total replacement costs.

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Twelve Months Ended December 31, 2025 Compared to
Twelve Months Ended December 31, 2024

Research and development expense Research and development expense increased primarily due to $37.3 million in higher compensation and related costs.

We continue to believe that focused investments in research and development are critical to our future growth and competitive position in the marketplace, and to the development of new and updated products and services that are central to our core business strategy.

Selling, general and administrative expense Selling, general and administrative expense increased primarily due to $83.7 million in higher compensation and related costs, $9.1 million in higher software and data costs, offset by $87.2 million in lower legal expense primarily related to a patent infringement lawsuit that was settled in December 2024.

Other income, net Other income, net, increased primarily due to $79.5 million in higher net gains on equity investments and $8.7 million in higher net foreign currency gains, offset by $21.5 million in lower interest and dividend income on our cash, cash equivalents, and marketable securities portfolio. The decrease in interest income was primarily related to a change in market interest rates, as well as a decrease in the average invested balances compared to the same period in 2024.

Income tax expense The income tax expense recorded for the twelve months ended December 31, 2025 was primarily attributable to income tax expense from normal, recurring operations increased by shortfalls recognized for share-based compensation for employees, net of nondeductible executive compensation, offset by the tax benefit related to the commencement of our Malaysia tax holiday.

The income tax expense recorded for the twelve months ended December 31, 2024 was primarily attributable to income tax expense from normal, recurring operations, partially offset by excess tax benefits recognized for share-based compensation for employees, net of nondeductible executive compensation, the Verily milestone payment, the impacts of certain foreign tax return filings and generation of research and development tax credits.

The increase in our effective tax rate for the twelve months ended December 31, 2025 compared to the same period in 2024 is primarily attributable to impacts of shortfalls on share-based compensation, a non-recurring benefit related to the Verily milestone payment during 2024, offset by the tax benefit related to the commencement of our Malaysia tax holiday.

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Liquidity and Capital Resources

Overview, Capital Resources, and Capital Requirements

Our principal sources of liquidity are our existing cash, cash equivalents and marketable securities, cash generated from operations, proceeds from our senior convertible notes issuances, and access to our Credit Facility. Our primary uses of cash have been for research and development programs, selling and marketing activities, capital expenditures, acquisitions of businesses, and debt service costs.
We expect that cash provided by our operations may fluctuate in future periods as a result of a number of factors, including fluctuations in our operating results, working capital requirements and capital deployment decisions. We have historically invested our cash primarily in U.S. dollar-denominated, investment grade, highly liquid obligations of U.S. government agencies, commercial paper, corporate debt, and money market funds. Certain of these investments are subject to general credit, liquidity and other market risks. The general condition of the financial markets and the economy may increase those risks and may affect the value and liquidity of investments and restrict our ability to access the capital markets.
Our future capital requirements will depend on many factors, including but not limited to:

The evolution of the international expansion of our business and the revenue generated by sales of our approved products and any future products; Our ability to efficiently scale our operations to meet demand for our current and any future products; The success of our research and development efforts;

The expenses we incur in manufacturing, developing, selling and marketing our products; The costs, timing and risks of delays of additional regulatory approvals; The costs of filing, prosecuting, defending and enforcing any patent claims and other intellectual property rights;

The quality levels of our products and services; The emergence of competing or complementary technological developments; The terms and timing of any collaborative, licensing and other arrangements that we may establish; and

The third-party reimbursement of our products for our customers; The rate of progress and cost of our clinical trials and other development activities; The acquisition of businesses, products and technologies and our ability to integrate and manage any acquired businesses, products and technologies.

We expect that existing cash and short-term investments and cash flows from our future operations will generally be sufficient to fund our ongoing core business. As current borrowing sources become due, we may be required to access the capital markets for additional funding. As we assess inorganic growth strategies, we may need to supplement our internally generated cash flow with outside sources. In the event that we are required to access the debt market, we believe that we will be able to secure reasonable borrowing rates. As part of our liquidity strategy, we will continue to monitor our current level of earnings and cash flow generation as well as our ability to access the market in light of those earning levels.
A substantial portion of our operations are located in the United States, and the majority of our sales since inception have been made in U.S. dollars. As we continue to expand our manufacturing sites in Ireland and Malaysia, we will be subject to additional foreign exchange currency risk. See “ Foreign Currency Exchange Risk ” in Part II, Item 7A of this Annual Report on Form 10-K for more information.
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Main Sources of Liquidity
Cash, cash equivalents and short-term marketable securities
Our cash, cash equivalents and short-term marketable securities totaled $2.00 billion as of December 31, 2025. None of those funds were restricted and $1.66 billion (approximately 83%) of those funds were located in the United States.
Cash flows from Operations
For the twelve months ended December 31, 2025, we had positive cash flows of $1.44 billion from operating activities. We anticipate that we will continue to generate positive cash flows from operations for the foreseeable future.
Senior Convertible Notes
We received net proceeds of $1.23 billion in May 2023 from the 2028 Notes offering. We used $289.9 million of the net proceeds from the offering of the 2028 Notes to purchase capped call transactions and repurchase shares of our common stock in May 2023. We intend to use the remainder of the net proceeds for general corporate purposes and capital expenditures, including working capital needs. We may also use the net proceeds to expand our current business through in-licensing or acquisitions of, or investments in, other businesses, products or technologies; however, we do not have any significant commitments with respect to any such acquisitions or investments at this time.
In connection with the 2028 Notes offering, we purchased the 2028 Capped Calls. See Note 4 “ Debt ” to the consolidated financial statements in Part II, Item 8 of this Annual Report on Form 10-K for more information about our senior convertible notes and the 2028 Capped Calls.
Amended Credit Agreement
As of December 31, 2025, we had no outstanding borrowings, $7.9 million in outstanding letters of credit, and a total available balance of $192.1 million under the Amended Credit Agreement. We monitor counterparty risk associated with the institutional lenders that are providing the Credit Facility. We currently believe that the Credit Facility will be available to us should we choose to borrow under it. Revolving loans will be available for general corporate purposes, including working capital and capital expenditures. See Note 4 “ Debt ” to the consolidated financial statements in Part II, Item 8 of this Annual Report on Form 10-K for more information on the Amended Credit Agreement.
Short-term Liquidity Requirements
As of December 31, 2025, our short-term liquidity requirements primarily consist of regular operating costs, interest payments related to our 2028 Notes, capital expenditures for the development of our manufacturing facilities and office spaces, and short-term material cash requirements as described below. As of December 31, 2025, we had a working capital ratio of 1.88 and a quick ratio of 1.50, which indicates that our current assets are sufficient to cover our short-term liabilities. We expect to incur significant capital expenditures for the next year as we continue to invest in equipment and our manufacturing facilities.
We believe that our cash, cash equivalents, and marketable securities balances, projected cash contributions from our commercial operations, and borrowings under our Credit Facility will be sufficient to meet our anticipated seasonal working capital needs, all capital expenditure requirements, material cash requirements as described herein, and meet other liquidity requirements associated with our operations for at least the next 12 months. We may continue to use cash to repurchase shares of our common stock, including pursuant to the 2025 Share Repurchase Program, or for other strategic initiatives that strengthen our foundation for long-term growth.
Long-term Liquidity Requirements
Our long-term liquidity requirements primarily consist of interest and principal payments related to our 2028 Notes, capital expenditures for the development of our manufacturing facilities and office spaces, and long-term material cash requirements as described below. As of December 31, 2025, we had a debt-to-assets ratio of 0.20, which indicates that our total assets are sufficient to cover our debts. As demand grows for our products, we will continue to expand global operations to meet demand through investments in manufacturing and operations. We expect to meet our long-term liquidity requirements from our main sources of liquidity as described above to support our future operations, capital expenditures, acquisitions, and other liquidity requirements associated with our operations beyond the next 12 months.
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As of December 31, 2025, we have outstanding senior convertible notes classified as long-term that will mature in May 2028. However, the outstanding principal of our senior convertible notes could be converted into cash and/or shares of our common stock prior to maturity once certain conditions are met. See Note 4 “ Debt — Senior Convertible Notes ” to the consolidated financial statements in Part II, Item 8 of this Annual Report for information on conversion rights prior to maturity.
Material Cash Requirements
From time to time in the ordinary course of business, we enter into a variety of purchase arrangements including but not limited to, purchase arrangements related to capital expenditures, components used in manufacturing, and research and development activities. See Note 5 “ Leases and Other Commitments — Purchase Commitments ” to the consolidated financial statements in Part II, Item 8 of this Annual Report for more information.
Our obligations under the 2028 Notes include both principal and interest payments. Prior to the maturity of the 2028 Notes in May 2028, they may be converted into cash and/or shares of our common stock if certain conditions are met. Any conversion prior to maturity may result in repayment of the principal amounts due under the Notes sooner than the scheduled repayment.
As market conditions warrant, we may, from time to time, repurchase our outstanding debt securities or shares of our common stock, including pursuant to the 2025 Share Repurchase Program, in the open market, in privately negotiated transactions, by exchange transaction or otherwise. Such repurchases, if any, will depend on prevailing market conditions, our liquidity and other factors and may be commenced or suspended at any time. The amounts involved and total consideration paid may be material. See Note 8 “ Employee Benefit Plans and Stockholders’ Equity — Share Repurchase Program and Treasury Shares ” to the consolidated financial statements in Part II, Item 8 of this Annual Report for more information about our 2025 Share Repurchase Program.
See Note 4 “ Debt ” to the consolidated financial statements in Part II, Item 8 of this Annual Report for more information about the terms of the Amended Credit Agreement, our senior convertible notes, and the 2028 Capped Calls.
We are party to various leasing arrangements, primarily for office, manufacturing and warehouse space that expire at various times through 2040, including any renewal options that we are reasonably certain to exercise. We also have land leases in Penang, Malaysia that expire in 2082 and Athenry, Ireland that expire in 3023 related to our international manufacturing facilities. We anticipate incurring significant expenditures related to the build-out of our manufacturing facilities and investment in equipment. See Note 5 “ Leases and Other Commitments—Leases ” to the consolidated financial statements in Part II, Item 8 of this Annual Report for more information about our leases.
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Cash Flows

As of December 31, 2025, we had $2.00 billion in cash, cash equivalents and short-term marketable securities, which is a decrease of $580.7 million compared to $2.58 billion as of December 31, 2024. The decrease in cash, cash equivalents and short-term marketable securities was primarily due to the repayment of our unsecured senior convertible notes due 2025, or 2025 Notes, upon maturity in November 2025.
The following tables set forth a summary of our cash flows and the primary changes in cash flows for the periods shown. See the consolidated financial statements in Part II, Item 8 of this Annual Report for the complete consolidated statements of cash flows for these periods:

Twelve Months Ended
December 31,
(In millions) 2025 2024 $ Change

Net cash provided by operating activities $ 1,440.7  $ 989.5  $ 451.2 
Net cash provided by (used in) investing activities 536.0  (207.5) 743.5 
Net cash used in financing activities (1,686.4) (734.8) (951.6)
Effect of exchange rate changes on cash, cash equivalents and restricted cash 21.5  (7.4) 28.9 
Increase in cash, cash equivalents and restricted cash $ 311.8  $ 39.8  $ 272.0 

Twelve Months Ended December 31, 2025 Compared to Twelve Months Ended December 31, 2024

Operating Cash Flows $260.1 million increase in net income

$196.5 million increase in net non-cash adjustments primarily due to adjustments to deferred income taxes, partially offset by gains on equity investments

Investing Cash Flows $670.0 million increase in net proceeds from marketable securities due to the management of our liquidity

$62.1 million decrease in purchases of non-marketable equity securities

Financing Cash Flows $250.0 million decrease in cash used to repurchase our common stock

$1.21 billion increase in cash used upon the maturity of our 2025 Notes

Recent Accounting Guidance

For a description of recently issued accounting pronouncements and the potential impact on our consolidated financial statements, if any, see Note 1 “ Organization and Significant Accounting Policies ” to the consolidated financial statements in Part II, Item 8 of this Annual Report.

ITEM 7A - QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Interest Rate Risk
The primary objective of our investment activities is to preserve our capital for the purpose of funding operations while at the same time maximizing the income we receive from our investments without significantly increasing risk. To achieve these objectives, our investment policy allows us to maintain a portfolio of cash equivalents and short-term investments in a variety of securities, including money market funds, U.S. Treasury debt and corporate debt securities. Due to the short-term nature of our investments, we believe that we have no material exposure to interest rate risk. We do not use derivative financial instruments for speculation or trading purposes or for activities other than risk management.

Market Price Sensitive Instruments
The 2028 Capped Calls are expected generally to reduce potential dilution to our common stock upon conversion of the 2028 Notes and/or offset any cash payments that we are required to make in excess of the principal amount of converted 2028 Notes, with such reduction and/or offset subject to a cap. See Note 4 “ Debt ” to the consolidated financial statements in Part II, Item 8 of this Annual Report for more information.
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Foreign Currency Exchange Risk
A substantial portion of our operations are located in the United States, and the majority of our sales since inception have been made in U.S. dollars. Historically, our exposure to foreign currency fluctuations is more significant with respect to our revenue than our expenses, as a significant portion of our expenses are denominated in U.S. dollars, such as cost of sales and operating expenses.
As we continue to expand our manufacturing sites in Ireland and Malaysia, we will be subject to additional foreign exchange currency risk. Fluctuations in the rate of exchange between the U.S. dollar and foreign currencies could adversely affect our financial results, including income and losses as well as assets and liabilities in addition to risks to our revenues, revenue growth rates, and gross profit margins.
We translate the financial statements of our international subsidiaries with functional currencies other than the U.S. dollar into the U.S. dollar for consolidation using end-of-period exchange rates for assets and liabilities and average exchange rates during each reporting period for results of operations. We record net gains or losses resulting from the translation of these financial statements and the effect of exchange rate changes on intercompany receivables and payables of a long-term nature as a separate component of stockholders’ equity. These adjustments will affect net income only upon sale or liquidation of the underlying investment in international subsidiaries. We also record exchange rate fluctuations resulting from the translation of the short-term intercompany balances between domestic entities and our international subsidiaries as foreign currency transaction gains or losses and include them in other income, net in our consolidated statements of operations.
We enter into foreign currency forward contracts to hedge monetary assets and liabilities denominated in foreign currencies. These forward contracts are not designated as hedging instruments and generally mature in one to six months. The derivative gains and losses are included in other income, net in our consolidated statements of operations. See Note 2 “ Fair Value Measurements ” to the consolidated financial statements in Part II, Item 8 of this Annual Report for more information.
Notional principal amounts provide one measure of the transaction volume outstanding as of period end, but they do not represent the amount of our exposure to market loss. Estimates of fair value are based on applicable and commonly used pricing models using prevailing financial market information. The amounts ultimately realized upon settlement of these financial instruments, together with the gains and losses on the underlying exposures, will depend on actual market conditions during the remaining life of the instruments. We monitor and manage our financial exposures due to exchange rate fluctuations as an integral part of our overall risk management program, which recognizes the unpredictability of financial markets and seeks to reduce potentially adverse effects on our financial results.

ITEM 8 - FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

The information required by this item is included on pages F-2 to F-45 of this Annual Report and is incorporated herein by reference.

ITEM 9 - CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

Not applicable.
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ITEM 9A - CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures
Regulations under the Exchange Act require public companies to maintain “disclosure controls and procedures,” as defined in Rules 13a-15(e) and 15d-15(e) of the Exchange Act. Disclosure controls and procedures include, without limitation, controls and other procedures that are designed to ensure that information required to be disclosed in the reports that we file or submit under the Exchange Act is accumulated and timely communicated to management, including our Chief Executive Officer (our principal executive officer) and Chief Financial Officer (our principal financial officer), recorded, processed, summarized, and reported within the time periods specified in the SEC’s rules and forms. Our management, with the participation of our Chief Executive Officer and our Chief Financial Officer, conducted an evaluation of the effectiveness of our disclosure controls and procedures as of the end of the period covered by this report. Based on their evaluation as of December 31, 2025, our Chief Executive Officer and our Chief Financial Officer concluded that our disclosure controls and procedures were effective at a reasonable assurance level as of such date.
Changes in Internal Control over Financial Reporting
There were no changes in our internal control over financial reporting (as such term is defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) during the most recently completed fiscal quarter that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
Management’s Report on Internal Control over Financial Reporting
Our management is responsible for establishing and maintaining adequate internal control over financial reporting as defined in Rule 13a-15(f) under the Exchange Act. 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 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 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.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Therefore, even those systems determined to be effective can provide only reasonable assurance with respect to financial statement preparation and presentation.
Limitation on Effectiveness of Controls
It should be noted that any system of controls, including ours, however well designed and operated, can provide only reasonable, and not absolute, assurance that the objectives of the system are met. The design of any control system is based, in part, upon the benefits of the control system relative to its costs. Control systems can be circumvented by the individual acts of some persons, by collusion of two or more people, or by management override of the control. In addition, over time, controls may become inadequate because of changes in conditions, or the degree of compliance with the policies or procedures may deteriorate. Because of these and other inherent limitations of control systems, we cannot guarantee that any design will succeed in achieving its stated goals under all potential future conditions, regardless of how remote.
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REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the stockholders and the Board of Directors of DexCom, Inc.
Opinion on Internal Control over Financial Reporting
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
The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management’s Report on Internal Control over Financial Reporting. Our responsibility is to express an opinion on the Company’s internal control over financial reporting 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 effective internal control over financial reporting was maintained in all material respects. Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.
Definition and Limitations of Internal Control over Financial Reporting
A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. 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/ Deloitte & Touche LLP

San Diego, California
February 12, 2026
90

ITEM 9B - OTHER INFORMATION

Trading Plans
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)

Michael J. Brown Executive Vice President, Chief Legal Officer Adoption
11/26/2025 20,400
2/26/2027
Jacob S. Leach President, Chief Executive Officer, and Director Termination
11/7/2025 102,732 (2)
3/12/2026

(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

None.
91

PART III

ITEM 10 - DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

The information concerning our directors required by this Item is incorporated by reference to the section in the Proxy Statement entitled “Proposal No. 1 – Election of Directors.”
The information concerning our executive officers required by this Item is incorporated by reference to the section in the Proxy Statement entitled “Executive Officers.”
We have adopted a written code of ethics for financial employees that applies to our principal executive officer, principal financial officer, principal accounting officer, controller and other employees of the finance department designated by our Chief Financial Officer. This code of ethics, titled the “Code of Conduct and Business Ethics”, is publicly available on our Internet website at https://investors.dexcom.com/governance/governance-documents. The information contained on our Internet website is not incorporated by reference into this Annual Report on Form 10-K. When required by the rules of Nasdaq, or the SEC, we will disclose any future amendment to, or waiver of, any provision of the code of ethics for our principal executive officer and principal financial officer or any member or members of our Board of Directors on our website within four business days following the date of such amendment or waiver.
The information concerning the Audit Committee of the Board of Directors required by this Item is incorporated by reference to the sections of the Proxy Statement entitled “Committees of the Board and Meetings” and “Meetings of the Board of Directors; Director Attendance.”
The information concerning material changes to the procedures by which stockholders may recommend nominees to the Board of Directors required by this Item is incorporated by reference to information set forth in the Proxy Statement.
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” (as applicable), respectively.

ITEM 11 - EXECUTIVE COMPENSATION

The information required by this Item concerning executive compensation and our Compensation Committee is incorporated by reference to the sections in the Proxy Statement entitled “Executive Compensation,” “2025 Summary Compensation Table,” “Grants of Plan-Based Awards for 2025,” “Outstanding Equity Awards at December 31, 2025,” “2025 Option Exercises and Stock Vested,” “Executive Nonqualified Deferred Compensation Plan,” “Severance and Change in Control Arrangements,” “2025 Director Compensation Table,” “Risks from Compensation Policies and Practices,” “Chief Executive Officer Pay Ratio,” “Compensation Committee Interlocks and Insider Participation,” and “Compensation Committee Report.”

ITEM 12 - SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

The information required by this Item is incorporated by reference to the sections in the Proxy Statement entitled “Security Ownership of Certain Beneficial Owners and Management” and “Equity Compensation Plan Information.”

ITEM 13 - CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE

The information required by this Item with respect to director independence is incorporated by reference to the section in the Proxy Statement entitled “Director Independence.”
The information concerning certain relationships and related transactions required by this Item is incorporated by reference to the section in the Proxy Statement entitled “Certain Transactions With Related Persons.”
92

ITEM 14 - PRINCIPAL ACCOUNTANT FEES AND SERVICES

The information concerning principal accountant fees and services required by this Item is incorporated by reference to the section in the Proxy Statement entitled “Proposal No. 2 – Ratification of Independent Registered Public Accounting Firm.”
93

PART IV

ITEM 15 - EXHIBIT AND FINANCIAL STATEMENT SCHEDULES

(a) The following documents are filed as part of this Annual Report:
1. Financial Statements.
The consolidated financial statements listed in Part II, Item 8 of this Annual Report.
2. Financial Statement Schedules.
Schedule II – Valuation and Qualifying Accounts .
Financial statement schedules not listed above have been omitted because information required to be set forth therein is not applicable, not required, or the information required by such schedules is shown in the consolidated financial statements or the notes thereto.
3. Exhibits.

Exhibit
Number Exhibit Description Incorporated by Reference Provided
Herewith
Form File No. Date of
First Filing Exhibit
Number
3.1 Restated Certificate of Incorporation of DexCom, Inc.
8-K 000-51222 June 10, 2022 3.1
3.2 Amended and Restated Bylaws of DexCom, Inc.
10-Q 000-51222 October 24, 2024 3.1
4.1 Form of Specimen Certificate for DexCom, Inc. common stock.
S-1/A 333-122454 March 24, 2005 4.01
4.2 Indenture, dated November 30, 2018, between DexCom, Inc. and U.S. Bank National Association (including the form of 0.75% Convertible Senior Notes due 2023).
8-K 000-51222 December 3, 2018 4.1
4.3 Indenture, dated May 14, 2020, between DexCom, Inc. and U.S. Bank National Association (including the form of 0.25% Convertible Senior Notes due 2025).
8-K 000-51222 May 15, 2020 4.1
4.4 Indenture, dated May 5, 2023, between DexCom, Inc. and U.S. Bank Trust Company, National Association (including the form of 0.375% Convertible Senior Notes due 2028).
8-K 000-51222 May 5, 2023 4.1
4.5 Description of Securities Registered Under Section 12 of the Exchange Act.
10-K
000-51222 February 18, 2025 4.5

10.1* Offer letter between DexCom, Inc. and Kevin Sayer, dated May 3, 2011.
10-Q 000-51222 August 3, 2011 10.28
10.2 Sublease between DexCom, Inc. and Entropic Communications, LLC, dated February 1, 2016.
10-Q 000-51222 April 27, 2016 10.36
10.3* DexCom, Inc. Executive Deferred Compensation Plan.
8-K 000-51222 June 4, 2019 10.02
10.4** Third Amendment to Office Lease between DexCom, Inc. and John Hancock Life Insurance Company, dated January 9, 2019.
10-K 000-51222 February 13, 2020 10.40

94

10.5* Form of Indemnity Agreement between DexCom, Inc. and each of its directors and executive officers.
10-K 000-51222 February 11, 2021 10.43
10.6* DexCom, Inc. Incentive Bonus Plan.
8-K 000-51222 March 17, 2021 10.1
10.7 Second Amended and Restated Credit Agreement dated October 13, 2021 by and among DexCom, Inc., Bank of America, Silicon Valley Bank and Union Bank, and JPMorgan Chase Bank, as Administrative Agent.
10-K 000-51222 February 14, 2022 10.39
10.8 Office Lease Agreement, dated March 31, 2006, between DexCom, Inc. and Kilroy Realty, L.P., as amended on August 18, 2010 and October 1, 2014.
10-K 000-51222 February 9, 2023 10.09
10.9** Fourth Amendment to Office Lease between DexCom, Inc. and Sequence Tech. Center CA LLC, dated September 9, 2019, as amended on October 21, 2019, May 25, 2021, and December 23, 2022.
10-K 000-51222 February 9, 2023 10.18
10.10* DexCom, Inc. Amended and Restated Severance and Change in Control Plan.
8-K 000-51222 May 19, 2023 10.1
10.11 First Amendment to Second Amended and Restated Credit Agreement, dated June 1, 2023 by and between DexCom, Inc. and JPMorgan Chase Bank National Association.
10-Q 000-51222 July 27, 2023 10.06
10.12**
Amended and Restated Collaboration and License Agreement, dated November 20, 2018, by and between DexCom, Inc. and Verily Life Sciences LLC (formerly Google Life Sciences LLC).
10-K 000-51222 February 8, 2024 10.14
10.13**
Warrant Termination Agreement between DexCom, Inc. and Bank of America, N.A., dated February 13, 2024.
8-K 000-51222 February 15, 2024 10.1
10.14**
Confidential Settlement and Patent License Agreement, dated December 20, 2024, between Abbott Diabetes Care Inc. and DexCom, Inc.
10-K
000-51222 February 18, 2025 10.16

10.15*
Amended and Restated 2015 Equity Incentive Plan.
8-K
000-51222 May 9, 2025 10.1
10.16*
Amended and Restated 2015 Employee Stock Purchase Plan.
8-K
000-51222 May 9, 2025 10.2
10.17*
Offer Letter, effective January 1, 2026, by and between DexCom, Inc. and Jacob S. Leach.
8-K 000-51222 December 22, 2025 10.1
10.18*
Form of award agreement under the Amended and Restated 2015 Equity Incentive Plan.
X
10.19*
Form of enrollment agreement under the Amended and Restated 2015 Employee Stock Purchase Plan.
X

95

19.1* Insider Trading Policy.
10-K 000-51222 February 18, 2025 19.1
21.1 List of Subsidiaries.
X
23.1 Consent of Independent Registered Public Accounting Firm (Deloitte & Touche LLP).
X
23.2
Consent of Independent Registered Public Accounting Firm (Ernst & Young LLP).
X
24.1 Power of Attorney (see signature page of this Form 10-K).
X
31.1 Certification of Chief Executive Officer Pursuant to Securities Exchange Act Rule 13a-14(a).
X
31.2 Certification of Chief Financial Officer Pursuant to Securities Exchange Act Rule 13a-14(a).
X
32.1*** Certification of Chief Executive Officer Pursuant to 18 U.S.C. Section 1350 and Securities Exchange Act Rule 13a-14(b).
X
32.2*** Certification of Chief Financial Officer Pursuant to 18 U.S.C. Section 1350 and Securities Exchange Act Rule 13a-14(b).
X
97.1* Compensation Recovery Policy.
10-K 000-51222 February 8, 2024 97.1
101.INS Inline XBRL Instance Document X
101.SCH Inline XBRL Taxonomy Extension Schema Document X
101.CAL Inline XBRL Taxonomy Extension Calculation Linkbase Document X
101.DEF Inline XBRL Taxonomy Extension Definition Linkbase Document X
101.LAB Inline XBRL Taxonomy Extension Label Linkbase Document X
101.PRE Inline XBRL Taxonomy Extension Presentation Linkbase Document X
104 Cover Page Interactive Data File (Embedded within the Inline XBRL document and included in Exhibit 101) X

* Represents a management contract or compensatory plan, contract or arrangement.
** Portions of this exhibit have been omitted pursuant to Item 601(b)(10)(iv) of Regulation S-K.
*** This certification is not deemed “filed” for purposes of Section 18 of the Securities Exchange Act, or otherwise subject to the liability of that section. Such certification will not be deemed to be incorporated by reference into any filing under the Securities Act of 1933 or the Securities Exchange Act of 1934, except to the extent that Dexcom specifically incorporates it by reference.

ITEM 16 - FORM 10-K SUMMARY

None.
96

SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

    DEXCOM, INC.
(Registrant)

Dated: February 12, 2026
    By:   /s/ JEREME M. SYLVAIN
      Jereme M. Sylvain,
Executive Vice President and Chief Financial Officer
(Principal Financial and Accounting Officer)

POWER OF ATTORNEY
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.
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

Signature Title Date
/s/ JACOB S. LEACH
President, Chief Executive Officer, and Director (Principal Executive Officer)
February 12, 2026
Jacob S. Leach

/s/ JEREME M. SYLVAIN Executive Vice President and Chief Financial Officer (Principal Financial and Accounting Officer) February 12, 2026
Jereme M. Sylvain

/s/ KEVIN R. SAYER
Executive Chairman of the Board of Directors February 12, 2026
Kevin R. Sayer

/s/ MARK G. FOLETTA Interim Chairman of the Board of Directors and Lead Independent Director
February 12, 2026
Mark G. Foletta

/s/ STEVEN R. ALTMAN Director February 12, 2026
Steven R. Altman

/s/ DR. EUAN ASHLEY
Director
February 12, 2026
Dr. Euan Ashley

/s/ NICHOLAS AUGUSTINOS Director February 12, 2026
Nicholas Augustinos

/s/ RICHARD A. COLLINS Director February 12, 2026
Richard A. Collins

/s/ RIMMA DRISCOLL Director February 12, 2026
Rimma Driscoll

/s/ RENÉE GALÁ
Director
February 12, 2026
Renée Galá

/s/ BRIDGETTE P. HELLER Director February 12, 2026
Bridgette P. Heller

/s/ KYLE MALADY Director February 12, 2026
Kyle Malady

97

DexCom, Inc.
Index to Consolidated Financial Statements

Page
Report of Independent Registered Public Accounting Firm (PCAOB ID: 34 )
F- 2

Report of Independent Registered Public Accounting Firm (PCAOB ID: 42 )
F- 4

Consolidated Balance Sheets
F- 5

Consolidated Statements of Operations
F- 6

Consolidated Statements of Comprehensive Income
F- 7

Consolidated Statements of Stockholders’ Equity
F- 8

Consolidated Statements of Cash Flows
F- 9

Notes to Consolidated Financial Statements
F- 11

F-1

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. 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.
F-2

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.
F-3

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.
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 audits. 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 audits 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 audits 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 audits 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 audits provide a reasonable basis for our opinion.

/s/ Ernst & Young LLP
We served as the Company’s auditor from 2000 to 2025.
San Diego, California
February 14, 2025
F-4

DexCom, Inc.

Consolidated Balance Sheets

December 31,
(In millions, except par value data)
2025 2024
Assets
Current assets:
Cash and cash equivalents $ 917.7   $ 606.1  
Short-term marketable securities 1,081.0   1,973.3  
Accounts receivable, net 1,216.1   1,005.7  
Inventory 629.1   542.6  
Prepaid and other current assets 189.4   173.7  
Total current assets 4,033.3   4,301.4  
Property and equipment, net 1,559.9   1,339.9  
Operating lease right-of-use assets 77.4   62.8  
Goodwill 24.2   22.8  
Intangibles, net 70.8   103.4  
Deferred tax assets 295.6   481.2  
Other assets 278.7   173.0  
Total assets $ 6,339.9   $ 6,484.5  
Liabilities and Stockholders’ Equity
Current liabilities:
Accounts payable and accrued liabilities $ 1,944.0   $ 1,585.1  
Accrued payroll and related expenses 169.2   112.0  
Current portion of long-term senior convertible notes —   1,204.4  
Short-term operating lease liabilities 21.6   22.5  
Other current liabilities
7.7   8.0  
Total current liabilities 2,142.5   2,932.0  
Long-term senior convertible notes 1,240.9   1,237.0  
Long-term operating lease liabilities 73.4   65.0  
Other long-term liabilities 137.1   147.9  
Total liabilities 3,593.9   4,381.9  
Commitments and contingencies (Note 6)

Stockholders’ equity:
Preferred stock, $ 0.001 par value, 5.0 million shares authorized; no shares issued and outstanding at December 31, 2025 and December 31, 2024
—   —  
Common stock, $ 0.001 par value, 800.0 million shares authorized; 410.7 million and 384.8 million shares issued and outstanding, respectively, at December 31, 2025; and 408.9 million and 390.7 million shares issued and outstanding, respectively, at December 31, 2024
0.4   0.4  
Additional paid-in capital 2,281.5   2,093.8  
Accumulated other comprehensive income (loss) 115.0   ( 8.0 )
Retained earnings 2,433.9   1,597.6  
Treasury stock, at cost; 25.9 million shares at December 31, 2025 and 18.2 million shares at December 31, 2024
( 2,084.8 ) ( 1,581.2 )
Total stockholders’ equity 2,746.0   2,102.6  
Total liabilities and stockholders’ equity $ 6,339.9   $ 6,484.5  

See accompanying notes
F-5

DexCom, Inc.

Consolidated Statements of Operations

Twelve Months Ended
December 31,
(In millions, except per share data) 2025 2024 2023
Revenue $ 4,662.0   $ 4,033.0   $ 3,622.3  
Cost of sales 1,860.1   1,594.8   1,333.4  
Gross profit 2,801.9   2,438.2   2,288.9  
Operating expenses:
Research and development 599.1   552.4   505.8  

Selling, general and administrative 1,291.0   1,285.8   1,185.4  
Total operating expenses 1,890.1   1,838.2   1,691.2  
Operating income 911.8   600.0   597.7  
Other income, net 176.6   109.0   112.7  
Income before income taxes 1,088.4   709.0   710.4  
Income tax expense 252.1   132.8   168.9  
Net income $ 836.3   $ 576.2   $ 541.5  

Basic net income per share $ 2.14   $ 1.46   $ 1.40  
Shares used to compute basic net income per share 390.2   393.6   386.0  
Diluted net income per share $ 2.09   $ 1.42   $ 1.30  
Shares used to compute diluted net income per share 405.5   412.7   425.5  

See accompanying notes
F-6

DexCom, Inc.

Consolidated Statements of Comprehensive Income

Twelve Months Ended
December 31,
(In millions) 2025 2024 2023
Net income $ 836.3   $ 576.2   $ 541.5  
Other comprehensive income (loss), net of tax:
Translation adjustments and other 122.2   8.6   ( 9.2 )
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 )
Comprehensive income $ 959.3   $ 584.9   $ 536.4  

See accompanying notes
F-7

DexCom, Inc.

Consolidated Statements of Stockholders’ Equity

Accumulated Other Comprehensive Income (Loss)
Common Stock Additional
Paid-In
Capital Translation Adjustments and Other Net Unrealized Gain (Loss) on Marketable Securities Retained Earnings Treasury Stock Total
Stockholders’
Equity
(In millions) Shares Amount
Balance at December 31, 2022 386.3   $ 0.4   $ 2,258.1   $ ( 7.8 ) $ ( 3.8 ) $ 479.9   $ ( 595.0 ) $ 2,131.8  
Issuance of common stock under equity incentive plans 1.4   —  —  —  —  —  —  — 
Issuance of common stock for Employee Stock Purchase Plan 0.3   —  26.6   —  —  —  —  26.6  
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 )
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 )
Share-based compensation expense —  —  150.8   —  —  —  —  150.8  
Net income —  —  —  —  —  541.5   —  541.5  
Other comprehensive income, net of tax —  —  —  ( 9.2 ) 4.1   —  —  ( 5.1 )
Balance at December 31, 2023 385.4   0.4   3,514.6   ( 17.0 ) 0.3   1,021.4   ( 2,451.1 ) 2,068.6  
Issuance of common stock under equity incentive plans 1.3   —  —  —  —  —  —  — 
Issuance of common stock for Employee Stock Purchase Plan 0.4   —  28.2   —  —  —  —  28.2  
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 ( 10.4 ) —  —  —  —  —  ( 749.5 ) ( 749.5 )

Exercise and settlement of warrants 12.5   —  ( 1,431.3 ) —  —  —  1,431.3   —  
Share-based compensation expense —  —  170.4   —  —  —  —  170.4  
Net income —  —  —  —  —  576.2   —  576.2  
Other comprehensive income, net of tax —  —  —  8.6   0.1   —  —  8.7  
Balance at December 31, 2024 390.7   0.4   2,093.8   ( 8.4 ) 0.4   1,597.6   ( 1,581.2 ) 2,102.6  
Issuance of common stock under equity incentive plans 1.4   —  —  —  —  —  —  — 
Issuance of common stock for Employee Stock Purchase Plan 0.4   —  28.1   —  —  —  —  28.1  

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

Share-based compensation expense —  —  159.6   —  —  —  —  159.6  
Net income —  —  —  —  —  836.3   —  836.3  
Other comprehensive income, net of tax —  —  —  122.2   0.8   —  —  123.0  
Balance at December 31, 2025 384.8   $ 0.4   $ 2,281.5   $ 113.8   $ 1.2   $ 2,433.9   $ ( 2,084.8 ) $ 2,746.0  

See accompanying notes
F-8

DexCom, Inc.

Consolidated Statements of Cash Flows

Twelve Months Ended
December 31,
(In millions) 2025 2024 2023
Operating activities
Net income $ 836.3   $ 576.2   $ 541.5  
Adjustments to reconcile net income to cash provided by operating activities:
Depreciation and amortization 251.8   217.7   186.0  
Share-based compensation 159.6   170.4   150.8  

Non-cash interest expense 7.3   7.5   7.8  

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 )
Changes in operating assets and liabilities:
Accounts receivable, net ( 201.9 ) ( 35.0 ) ( 260.1 )
Inventory ( 63.7 ) 12.4   ( 252.6 )
Prepaid and other assets ( 14.8 ) ( 5.8 ) 19.3  
Operating lease right-of-use assets and liabilities, net ( 7.1 ) ( 6.5 ) ( 4.5 )
Accounts payable and accrued liabilities 347.0   211.7   466.5  
Accrued payroll and related expenses 55.4   ( 60.0 ) 37.2  
Deferred revenue and other liabilities ( 11.5 ) ( 8.0 ) ( 2.6 )
Net cash provided by operating activities 1,440.7   989.5   748.5  
Investing activities
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 )

Purchases of non-marketable equity securities ( 19.2 ) ( 81.3 ) ( 19.5 )
Other investing activities 0.6   ( 15.5 ) 1.9  
Net cash provided by (used in) investing activities 536.0   ( 207.5 ) ( 507.2 )
Financing activities
Net proceeds from issuance of common stock 28.1   28.2   26.6  
Purchases of treasury stock ( 500.0 ) ( 750.0 ) ( 688.7 )
Proceeds from issuance of convertible notes, net of issuance costs —   —   1,230.6  
Purchases of capped call transactions —   —   ( 101.3 )
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  
Net cash used in financing activities ( 1,686.4 ) ( 734.8 ) ( 318.6 )
Effect of exchange rate changes on cash, cash equivalents and restricted cash 21.5   ( 7.4 ) 1.5  
Increase (decrease) in cash, cash equivalents and restricted cash 311.8   39.8   ( 75.8 )
Cash, cash equivalents and restricted cash, beginning of period 607.3   567.5   643.3  
Cash, cash equivalents and restricted cash, end of period $ 919.1   $ 607.3   $ 567.5  

Reconciliation of cash, cash equivalents and restricted cash, end of period:
Cash and cash equivalents $ 917.7   $ 606.1   $ 566.3  
Restricted cash 1.4   1.2   1.2  
Total cash, cash equivalents and restricted cash $ 919.1   $ 607.3   $ 567.5  

F-9

2025 2024 2023
Supplemental disclosure of non-cash investing and financing transactions:
Shares issued for repurchase and conversions of senior convertible notes $ —   $ —   $ 1,501.9  
Shares received under note hedge upon conversion of 2023 Notes $ —   $ —   $ ( 1,490.3 )
Acquisition of property and equipment included in accounts payable and accrued liabilities $ 62.7   $ 75.4   $ 53.2  

Supplemental cash flow information:
Cash paid during the year for interest $ 11.4   $ 11.4   $ 12.4  
Cash paid during the year for income taxes $ 94.4   $ 198.0   $ 212.3  

See accompanying notes
F-10

DexCom, Inc.

Notes to Consolidated Financial Statements
December 31, 2025

1. Organization and Significant Accounting Policies

Organization and Business

We are a medical device company primarily focused on the design, development and commercialization of continuous glucose monitoring, or CGM, systems for the management of diabetes and metabolic health by patients, caregivers, and clinicians around the world. Unless the context requires otherwise, the terms “we,” “us,” “our,” the “company,” or “Dexcom” refer to DexCom, Inc. and its subsidiaries.

Basis of Presentation and Principles of Consolidation

These consolidated financial statements include the accounts of DexCom, Inc. and our wholly-owned subsidiaries. All significant intercompany balances and transactions have been eliminated in consolidation.
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. For international subsidiaries whose functional currencies are the local currencies, we translate the financial statements into U.S. 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 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

The preparation of consolidated financial statements in conformity with U.S. 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 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.

Fair Value Measurements

The authoritative guidance establishes a fair value hierarchy that is based on the extent and level of judgment used to estimate the fair value of assets and liabilities. In general, the authoritative guidance requires us to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. An asset or liability’s categorization within the fair value hierarchy is based upon the lowest level of input that is significant to the measurement of its fair value. The three levels of input defined by the authoritative guidance are as follows:
Level 1—Uses unadjusted quoted prices that are available in active markets for identical assets or liabilities.
Level 2—Uses inputs other than quoted prices included in Level 1 that are observable, either directly or indirectly, through correlation with market data. These include quoted prices in active markets for similar assets or liabilities; quoted prices for identical or similar assets or liabilities in markets that are not active; and inputs to valuation models or other pricing methodologies that do not require significant judgment because the inputs used in the model, such as interest rates and volatility, can be corroborated by readily observable market data for substantially the full term of the assets or liabilities.
Level 3—Uses unobservable inputs that are supported by little or no market activity and that are significant to the determination of fair value. Level 3 assets and liabilities include those whose fair values are determined using pricing models, discounted cash flow methodologies, or similar valuation techniques and significant judgment or estimation.
F-11

We estimate the fair value of most of our cash equivalents using Level 1 inputs. We estimate the fair value of our marketable equity securities using Level 1 inputs and we estimate the fair value of our marketable debt securities using Level 2 inputs. We carry our marketable securities at fair value. 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 2 “ Fair Value Measurements ” for more information.

Cash and Cash Equivalents

We consider highly liquid investments with a maturity of 90 days or less at the time of purchase to be cash equivalents.

Marketable Securities

We have classified our marketable securities with remaining maturity at purchase of more than three months and remaining maturities of one year or less as short-term marketable securities. We have also classified marketable securities with remaining maturities of greater than one year as short-term marketable securities based upon our ability and intent to use any and all of those marketable securities to satisfy the liquidity needs of our current operations.
We calculate realized gains or losses on our marketable securities using the specific identification method. 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, 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. 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

Accounts receivable are generally recorded at the invoiced amount, net of prompt pay discounts, for distributors and at net realizable value for direct customers, which is determined using estimates of claim denials and historical reimbursement experience without regard to aging category. Accounts receivable are not interest bearing. 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. We maintain an allowance for doubtful accounts for potential credit losses. Uncollectible accounts are written off against the allowance after appropriate collection efforts have been exhausted and when it is deemed that a customer account is uncollectible. Generally, receivable balances that are more than one year past due are deemed uncollectible.

Concentration of Credit Risk and Significant Customers

Financial instruments which potentially subject us to concentrations of credit risk consist primarily of cash, cash equivalents, short-term marketable securities, and accounts receivable. We limit our exposure to credit risk by placing our cash and investments with a few major financial institutions. We have also established guidelines regarding diversification of our investments and their maturities that are designed to maintain principal and maximize liquidity. 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. We monitor the creditworthiness of our customers based on historical trends, the financial condition of our customers, and external market factors.
F-12

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:

Revenue*
Gross Accounts Receivable
Twelve Months Ended
December 31, As of December 31,
2025 2024 2023 2025 2024
Customer A 55   % 40   % 35   % 24   % 18   %
Customer B
35   % 35   % 30   % 20   % 21   %
Customer C
46   % 42   % 37   % 24   % 27   %

* Total revenue for each customer is net of fees, cash discounts, and rebates directly allocable to that customer. Rebates paid to other entities are excluded; therefore, the combined value may exceed 100%.

Inventory

Inventory is valued at the lower of cost or net realizable value on a part-by-part basis that approximates first in, first out. We capitalize inventory produced in preparation for commercial launches when it becomes probable that the product will receive regulatory approval and that the related costs will be recoverable through the commercialization of the product. A number of factors are considered, including the status of the regulatory application approval process, management’s judgment of probable future commercial use, and net realizable value.
We record adjustments to inventory for potential excess or obsolete inventory, as well as inventory that does not pass quality control testing, in order to state inventory at net realizable value. 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. 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. We purchase certain components and materials from single sources due to quality considerations, costs or constraints resulting from regulatory requirements.
Historically, our inventory reserves have been adequate to cover our actual losses. However, if actual product life cycles, product quality or market conditions differ from our assumptions, additional inventory adjustments that would increase cost of sales could be required.

Property and Equipment

Property and equipment is stated at cost less accumulated depreciation and amortization. We capitalize additions and improvements and expense maintenance and repairs as incurred. We also capitalize certain costs incurred for the development of enterprise-level business and finance software that we use internally in our operations. Costs incurred in the application development phase are capitalized while costs related to planning and other preliminary project activities and to post-implementation activities are expensed as incurred.
We calculate depreciation using the straight-line method over the estimated useful lives of the assets. Estimated useful lives are generally three to five years for computer software and hardware, including internal use software, four to fifteen years for machinery and equipment, and five years for furniture and fixtures. Leasehold and land improvements are amortized over the shorter of the estimated useful lives of the assets or the remaining lease term. Buildings are amortized over the shorter of the ownership of the building or forty years . We include the amortization of assets that are recorded under finance leases in depreciation expense. On retirement or disposition, the asset cost and related accumulated depreciation are removed from our consolidated balance sheets and any gain or loss is recognized in our consolidated statements of operations.
We review property and equipment for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. We estimate the recoverability of the asset by comparing the carrying amount to the future undiscounted cash flows that we expect the asset to generate. We estimate the fair value of the asset based on the present value of future cash flows for those assets. If the carrying value of an asset exceeds its estimated fair value, we would record an impairment loss equal to the difference.
F-13

Goodwill

We record goodwill when the fair value of consideration transferred in a business combination exceeds the fair value of the identifiable assets acquired and liabilities assumed. 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.
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, 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

Intangible assets are included in intangibles and other assets, net in our consolidated balance sheets. We amortize intangible assets with a finite life, such as the customer relationships, acquired technology and intellectual property, trademarks and trade name, and other intangibles, on a straight-line basis over their estimated useful lives, which range from one to fourteen years . We review intangible assets that have finite lives and other long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. We estimate the fair value of the asset based on the present value of future cash flows for those assets. If the carrying value of an asset exceeds its estimated fair value, we would record an impairment loss equal to the difference.
For transactions other than a business combination, we also capitalize as intangible assets the cost of certain milestones payable by us to collaborative partners and incurred at or after the product has obtained regulatory approval for marketing. The intangible assets associated with these milestones are amortized over the remaining estimated useful life of the underlying asset.
We recorded no significant intangible asset impairment charges for the twelve months ended December 31, 2025, 2024 or 2023.

Income Taxes

We account for income taxes under the asset and liability method, which requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been included in the financial statements. The effect of a change in tax rate on deferred tax assets and liabilities is recognized in income in the period that includes the enactment date.
We recognize deferred tax assets to the extent that we believe that these assets are more likely than not to be realized. In making such determination, we consider all available positive and negative evidence, including future reversals of existing taxable temporary differences, projected future taxable income, tax-planning strategies, carryback potential if permitted under tax law and results of recent operations. If we determine that we would be able to realize our deferred tax assets in the future in excess of their net recorded amount, we would make an adjustment to the deferred tax asset valuation allowance, which would reduce the provision for income taxes.
We record uncertain tax positions in accordance with ASC 740 on the basis of a two-step process in which (1) we determine whether it is more likely than not that the tax positions will be sustained on the basis of the technical merits of the position and (2) for those tax positions that meet the more-likely-than-not recognition threshold, we recognize the largest amount of tax benefit that is more than 50 percent likely to be realized upon ultimate settlement with the related tax authority.
F-14

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 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.
We recognize income tax expense for basis differences related to global intangible low-taxed income (“GILTI”) as a period cost if and when incurred. GILTI is a category of income that is earned abroad by U.S.-controlled foreign corporations (CFCs) and is subject to special treatment under the U.S. tax code.

Warranty Accrual

Estimated warranty costs associated with a product are recorded at the time revenue is recognized. We estimate future warranty costs by analyzing historical warranty experience for the timing and amount of returned product, and expectations for future warranty activity based on changes and improvements to the product or process that are in place or will be in place in the future. We evaluate these estimates on at least a quarterly basis to determine the continued appropriateness of our assumptions.

Loss Contingencies

We are subject to certain legal proceedings, as well as demands, claims and threatened litigation that arise in the normal course of our business. We review the status of each significant matter quarterly and assess our potential financial exposure. If the potential loss from a claim or legal proceeding is considered probable and the amount can be reasonably estimated, we record a liability and an expense for the estimated loss and disclose it in our financial statements if it is significant. If we determine that a loss is possible and the range of the loss can be reasonably determined, we do not record a liability or an expense but we disclose the range of the possible loss. We base our judgments on the best information available at the time. As additional information becomes available, we reassess the potential liability related to our pending claims and litigation and may revise our estimates. Any revision of our estimates of potential liability could have a material impact on our financial position and operating results.

Comprehensive Income

Comprehensive income consists of two elements, net income and other comprehensive income (loss). We report all components of comprehensive income, including net income, in our financial statements in the period in which they are recognized. Total comprehensive income is defined as the change in equity during a period from transactions and other events and circumstances from non-owner sources. We report net income and the components of other comprehensive income (loss), including foreign currency translation adjustments and unrealized gains and losses on marketable securities, net of their related tax effect to arrive at total comprehensive income.

Revenue Recognition

We generate our revenue from the sale of disposable sensors and our reusable transmitter and receiver, collectively referred to as Reusable Hardware. We also refer to Reusable Hardware and disposable sensors in this section as Components. We generally recognize revenue when control is transferred to our customers in an amount that reflects the net consideration to which we expect to be entitled.
In determining how revenue should be recognized, a five-step process is used, which includes identifying performance obligations in the contract, determining whether the performance obligations are separate, allocating the transaction price to each separate performance obligation, estimating the amount of variable consideration to include in the transaction price and determining the timing of revenue recognition for separate performance obligations.
Contracts and Performance Obligations
We consider customer purchase orders, which in most cases are governed by agreements with distributors or third-party payors, to be contracts with a customer. For each contract, we consider the obligation to transfer Components to the customer, each of which are distinct, to be separate performance obligations.
F-15

Transaction Price
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 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
We include an estimate of variable consideration in the calculation of the transaction price at the time of sale, when control of the Components transfers to the customer. Variable consideration includes, but is not limited to: rebates, chargebacks, product returns provision, and prompt payment discounts. 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.
Estimates
We review the adequacy of our estimates for transaction price adjustments and variable consideration at each reporting date. If the actual amounts of consideration we receive differ from our estimates, we would adjust our estimates and that would affect reported revenue in the period that such variances become known. If any of these judgments were to change, it could cause a material increase or decrease in the amount of revenue we report in a particular period.
Rebates
We are subject to rebates on pricing programs with managed care organizations, such as pharmacy benefit managers, governmental and third-party commercial payors, primarily in the U.S. We estimate rebates based on contractual arrangements, estimates of products sold subject to rebate, known events or trends and channel inventory data.
Chargebacks
We participate in chargeback programs, primarily with government entities in the U.S., under which pricing on products below negotiated list prices is provided to participating entities and equal to the difference between their acquisition cost and the lower negotiated price. We estimate chargebacks primarily based on historical experience on a product and program basis, current contract prices under the chargeback programs and channel inventory data.
Product Returns
In accordance with the terms of their distribution agreements, most distributors do not have rights of return. The distributors typically have a limited time frame to notify us of any missing, damaged, defective or non-conforming products. We estimate our product returns primarily based on historical experience by applying a historical return rate to the amounts of revenue estimated to be subject to returns. Additionally, we consider other specific factors such as estimated shelf life of inventory in the distribution channel and changes to customer terms.
Prompt Payment Discounts
We provide customers with prompt payment discounts, which may result in adjustments to the price that is invoiced for the product transferred, in the case that payments are made within a defined period. We estimate prompt payment discounts based on eligible sales and contractual discount rates.
Revenue Recognition
We record revenue from sales of Components upon transfer of control of the product to the customer. We typically determine transfer of control based on when the product is shipped or delivered and title passes to the customer.
Contract Balances
Contract balances represent amounts presented in our consolidated balance sheets when either we have transferred goods or services to the customer or the customer has paid consideration to us under the contract. These contract balances include accounts receivable and deferred revenue. Payment terms vary by contract type and type of customer and generally range from 30 to 90 days.
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.
F-16

We record deferred revenue when cash payments have been received prior to satisfaction of the related performance obligation. Our performance obligations are generally satisfied within twelve months of the initial contract date. The current and non-current deferred revenue balances as of December 31, 2025 and December 31, 2024 were not material.
Deferred Cost of Sales
Deferred cost of sales are included in prepaid and other current assets in our consolidated balance sheets.
Incentive Compensation Costs
We generally expense incentive compensation associated with our internal sales force when incurred because the amortization period for such costs, if capitalized, would have been one year or less. We record these costs in selling, general and administrative expense in our consolidated statements of operations.

Research and Development

We expense costs of research and development as we incur them. Our research and development expenses primarily consists of engineering and research expenses related to our sensing technology, clinical trials, regulatory expenses, quality assurance programs, employee compensation, and business process outsourcers.
Our technology includes certain software that we develop. We expense software development costs as we incur them until technological feasibility has been established, at which time we capitalize development costs until the product is available for general release to customers. To date, our software has been available for general release concurrent with the establishment of technological feasibility and, accordingly, we have not capitalized any development costs.

Collaboration Agreements

We may enter into agreements with collaboration partners for the development and commercialization of our products. These arrangements may include payments contingent on the occurrence of certain events such as development, regulatory or sales-based milestones.
When we account for these agreements, we consider the unique nature, terms and facts and circumstances of each transaction. Below are some example activities and how we account for them:
• Payments to collaboration partners through issuance of common stock as consideration in an asset acquisition are considered share-based payment to non-employees in exchange for goods within the scope of ASC Topic 718, “Compensation - Stock Compensation.” The amount and the timing of the cost recognition of such milestones in our financial statements is driven by the accounting for the specific type of equity instrument under ASC 718 that aligns with the terms of the agreement, including any performance conditions.
• The value associated with in-process research and development (“IPR&D”) in an asset acquisition incurred prior to regulatory approval is expensed as it does not have an alternative future use and is recorded as research and development expense.
• The value associated with IPR&D in an asset acquisition incurred at or after regulatory approval is usually capitalized as an intangible asset and amortized over the periods in which the related products are expected to contribute to future cash flows.

Advertising Costs

We expense costs to produce advertising as we incur them whereas costs to communicate advertising are expensed when the advertising is first run. Advertising costs are included in selling, general and administrative expenses. Advertising expense was $ 223.8 million, $ 194.2 million and $ 180.8 million for the twelve months ended December 31, 2025, 2024 and 2023, respectively.
F-17

Leases

We determine if an arrangement is a lease at inception. Lease right-of-use assets represent our right to use an underlying asset for the lease term and lease liabilities represent our obligation to make lease payments arising from the lease. Lease right-of-use assets and liabilities with terms of more than 12 months are recognized at commencement date based on the present value of lease payments over the lease term. The discount rate used to determine the present value is our collateralized incremental borrowing rate unless the interest rate implicit in the lease is readily determinable.
For operating leases, lease expense is recognized on a straight-line basis within operating expenses over the lease term. For finance leases, lease expense is recognized as interest and depreciation; interest using the effective interest method and depreciation on a straight-line basis over the shorter of the estimated useful lives of the assets or, in the instance where title does not transfer at the end of the lease term, the lease term. Short-term leases with lease terms of 12 months or less are not recorded on the balance sheet and are recognized on a straight line basis over the lease term.
Operating lease right-of-use assets and lease liabilities are presented separately in our consolidated balance sheets. Finance lease right-of-use assets are included in property and equipment and finance lease liabilities are included in accounts payable and accrued liabilities and in other long-term liabilities in our consolidated balance sheets.
Our lease agreements may contain lease components and non-lease components. For certain asset classes, we have elected to account for both of those components as a single lease component. We use a portfolio approach to account for the right-of-use assets and liabilities associated with certain machinery and equipment leases. Variable lease payments may include payments associated with non-lease components, payments that do not depend on a rate or index, or other costs. Variable lease payments are recognized in the period in which the obligation for those payments are incurred.

Share-Based Compensation

Share-based compensation expense is measured at the grant date based on the estimated fair value of the award and is recognized straight-line over the requisite service period of the individual grants, which typically equals the vesting period.
We value time-based restricted stock units, or RSUs, at the date of grant using the intrinsic value method. Certain RSUs granted to senior management vest based on the achievement of pre-established performance or market goals. We estimate the fair value of these performance/market-based RSUs, or PSUs, at the date of grant using the intrinsic value method and the probability that the specified performance criteria will be met. We update our assessment of the probability that the specified performance criteria will be achieved each quarter and adjust our estimate of the fair value of the PSUs if necessary. The Monte Carlo methodology that we use to estimate the fair value of PSUs at the date of grant incorporates into the valuation the possibility that the market condition may not be satisfied. Provided that the requisite service is rendered, the total fair value of the PSUs at the date of grant must be recognized as compensation expense even if the market condition is not achieved. However, the number of shares that ultimately vest can vary significantly with the performance of the specified market criteria.
If any of the assumptions used change significantly, share-based compensation expense may differ materially from what we have recorded in the current period.
We account for forfeitures as they occur by reversing any share-based compensation expense related to awards that will not vest.

Net Income Per Share

Basic net income per share attributable to common stockholders is calculated by dividing the net income attributable to common stockholders by the weighted-average number of common shares outstanding during the period. Diluted net income per share is computed using the weighted average number of common shares outstanding during the period and, when dilutive, potential common share equivalents.
Potentially dilutive common shares consist of shares issuable from RSUs, PSUs, warrants, our senior convertible notes, and collaborative sales-based milestones. Potentially dilutive common shares issuable upon vesting of RSUs, PSUs, and exercise of warrants are determined using the average share price for each period under the treasury stock method. Potentially dilutive common shares issuable upon conversion of our senior convertible notes are determined using the if-converted method.
F-18

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

Twelve Months Ended
December 31,
(In millions, except per share data) 2025 2024 2023
Net income $ 836.3   $ 576.2   $ 541.5  
Add back interest expense, net of tax attributable to assumed conversion of senior convertible notes 11.0   11.5   12.6  
Net income - diluted $ 847.3   $ 587.7   $ 554.1  

Net income per common share
Basic $ 2.14   $ 1.46   $ 1.40  
Diluted $ 2.09   $ 1.42   $ 1.30  

Basic weighted average shares outstanding 390.2   393.6   386.0  
Dilutive potential securities:

Collaborative sales-based milestones —   0.2   0.7  
RSUs and PSUs 0.6   0.7   1.1  
Senior convertible notes 14.7   15.7   26.2  
Warrants —   2.5   11.5  
Diluted weighted average shares outstanding 405.5   412.7   425.5  

Outstanding anti-dilutive securities not included in the calculations of diluted net income per share attributable to common stockholders were as follows:

Twelve Months Ended
December 31,
(In millions) 2025 2024 2023

RSUs and PSUs 1.1   1.3   —  

Recent Accounting Guidance

Recently Adopted Accounting Pronouncements
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. 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 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.
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.
F-19

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.
F-20

2. Fair Value Measurements

Assets and Liabilities Measured at Fair Value on a Recurring Basis
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 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.
The following table summarizes financial assets that we measured at fair value on a recurring basis as of December 31, 2025, classified in accordance with the fair value hierarchy:

Fair Value Measurements Using
(In millions) Level 1 Level 2 Level 3 Total
Cash equivalents $ 392.8   $ —   $ —   $ 392.8  

Debt securities, available-for-sale:
U.S. government agencies (1)
—   357.3   —   357.3  
Commercial paper —   123.4   —   123.4  
Corporate debt —   600.3   —   600.3  

Total debt securities, available-for-sale —   1,081.0   —   1,081.0  

Other long-term assets:
Convertible notes receivable —   —   10.5   10.5  
Other assets (2)
20.0   —   —   20.0  

Total assets measured at fair value on a recurring basis $ 412.8   $ 1,081.0   $ 10.5   $ 1,504.3  

(1) Includes debt obligations issued by U.S. government-sponsored enterprises or U.S. government agencies.
(2) Includes assets which are primarily held pursuant to a deferred compensation plan for senior management, which consist mainly of mutual funds.
F-21

The following table summarizes financial assets that we measured at fair value on a recurring basis as of December 31, 2024, classified in accordance with the fair value hierarchy:

Fair Value Measurements Using
(In millions) Level 1 Level 2 Level 3 Total
Cash equivalents $ 134.2   $ —   $ —   $ 134.2  

Debt securities, available-for-sale:
U.S. government agencies (1)
—   1,150.1   —   1,150.1  
Commercial paper —   312.1   —   312.1  
Corporate debt —   511.1   —   511.1  

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)
20.6   —   —   20.6  

Total assets measured at fair value on a recurring basis $ 154.8   $ 1,973.3   $ 10.5   $ 2,138.6  

(1) Includes debt obligations issued by U.S. government-sponsored enterprises or U.S. government agencies.
(2) Includes assets which are held pursuant to a deferred compensation plan for senior management, which consist mainly of mutual funds.
There were no transfers into or out of Level 3 securities during the twelve months ended December 31, 2025 and 2024.

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, 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 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. The resulting impact on our consolidated financial statements from currency hedging activities was not significant for the twelve months ended December 31, 2025, 2024 and 2023.
We monitor the costs and the impact of foreign currency risks upon our financial results as part of our risk management program. We do not use derivative financial instruments for speculation or trading purposes or for activities other than risk management. We do not require and are not required to pledge collateral for these financial instruments and we do not carry any master netting arrangements to mitigate the credit risk.

Assets and Liabilities Measured at Fair Value on a Non-Recurring Basis
In accordance with authoritative guidance, we measure certain non-financial assets and liabilities at fair value on a non-recurring basis. These measurements are usually performed using the discounted cash flow method or cost method and Level 3 inputs. These include items such as non-financial assets and liabilities initially measured at fair value in a business combination and non-financial long-lived assets measured at fair value for an impairment assessment. 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.
F-22

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 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.
F-23

3. 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:

December 31, 2025
(In millions) Amortized
Cost Gross
Unrealized
Gains Gross
Unrealized
Losses Estimated
Market
Value
Debt securities, available-for-sale:

U.S. government agencies (1)
$ 356.6   $ 0.7   $ —   $ 357.3  
Commercial paper 123.4   —   —   123.4  
Corporate debt 599.4   0.9   —   600.3  

Total debt securities, available-for-sale $ 1,079.4   $ 1.6   $ —   $ 1,081.0  

(1) Includes debt obligations issued by U.S. government-sponsored enterprises or U.S. government agencies.

December 31, 2024
(In millions) Amortized
Cost Gross
Unrealized
Gains Gross
Unrealized
Losses Estimated
Market
Value
Debt securities, available-for-sale:
U.S. government agencies (1)
$ 1,149.4   $ 1.3   $ ( 0.6 ) $ 1,150.1  
Commercial paper 312.2   —   ( 0.1 ) 312.1  
Corporate debt 511.1   0.4   ( 0.4 ) 511.1  

Total debt securities, available-for-sale $ 1,972.7   $ 1.7   $ ( 1.1 ) $ 1,973.3  

(1) Includes debt obligations issued by U.S. government-sponsored enterprises or U.S. government agencies.
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. 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. 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.
We periodically review our portfolio of debt securities to determine if any investment is impaired due to credit loss or other potential valuation concerns. For debt securities where the fair value of the investment is less than the amortized cost basis, we have assessed at the individual security level for various quantitative factors including, but not limited to, the nature of the investments, changes in credit ratings, interest rate fluctuations, industry analyst reports, and the severity of impairment. Unrealized losses on available-for-sale debt securities at December 31, 2025 were primarily due to changes in interest rates, including market credit spreads, and not due to increased credit risks associated with specific securities. Accordingly, we have not recorded an allowance for credit losses. 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.

Accounts Receivable

December 31,
(In millions) 2025 2024
Accounts receivable $ 1,228.6   $ 1,014.9  
Less: allowance for doubtful accounts ( 12.5 ) ( 9.2 )
Total accounts receivable, net $ 1,216.1   $ 1,005.7  

Reserve for prompt payment cash discounts recorded against accounts receivable, excluding allowance for doubtful accounts, was $ 20.7  million, $ 17.3  million, $ 13.7  million as of December 31, 2025, 2024, and 2023, respectively.
F-24

Inventory

December 31,
(In millions) 2025 2024
Raw materials $ 257.6   $ 327.1  
Work-in-process 105.0   28.1  
Finished goods 266.5   187.4  
Total inventory $ 629.1   $ 542.6  

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

December 31,
(In millions) 2025 2024
Prepaid expenses $ 66.4   $ 87.5  

Deferred compensation plan assets 20.0   18.6  
Income tax receivables 60.8   27.9  
Indirect tax receivables
13.0   10.6  
Other current assets 29.2   29.1  
Total prepaid and other current assets $ 189.4   $ 173.7  

Property and Equipment

December 31,
(In millions) 2025 2024
Building $ 319.7   $ 291.0  
Computer software and hardware 87.8   76.6  
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  
Total cost 2,418.7   2,018.2  
Less: accumulated depreciation and amortization ( 858.8 ) ( 678.3 )
Total property and equipment, net $ 1,559.9   $ 1,339.9  

Depreciation expense related to property and equipment for the twelve months ended December 31, 2025, 2024 and 2023 was $ 219.0 million, $ 181.2 million and $ 147.4 million, respectively.
Loss on disposal of property and equipment during the twelve months ended December 31, 2025, 2024 and 2023 recorded in operating expenses was $ 7.1 million, $ 5.1 million and $ 0.7 million, respectively.
F-25

 Intangibles, Net

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

December 31, 2025
(Dollars in millions) Remaining Weighted Average Useful Life
(in years)
Gross Carrying Amount Accumulated Amortization Net Carrying Amount
Verily intangible asset (1)
2.3 $ 152.4   $ ( 88.1 ) $ 64.3  
Customer relationships 1.0 18.5   ( 16.4 ) 2.1  
Acquired technology and intellectual property (2)
6.5 19.6   ( 15.6 ) 4.0  
Trademarks and trade name 0.6 4.0   ( 3.6 ) 0.4  
Intangibles, other 0.0 0.2   ( 0.2 ) —  
Total 2.4 $ 194.7   $ ( 123.9 ) $ 70.8  

December 31, 2024
(Dollars in millions) Remaining Weighted Average Useful Life
(in years)
Gross Carrying Amount Accumulated Amortization Net Carrying Amount
Verily intangible asset (1)
3.3 $ 152.4   $ ( 59.5 ) $ 92.9  
Customer relationships 1.8 17.5   ( 13.0 ) 4.5  
Acquired technology and intellectual property (2)
7.2 19.6   ( 14.7 ) 4.9  
Trademarks and trade name 1.6 3.8   ( 2.7 ) 1.1  
Intangibles, other 0.0 0.2   ( 0.2 ) —  
Total 3.4 $ 193.5   $ ( 90.1 ) $ 103.4  

(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:

Twelve Months Ended
December 31,
(In millions) 2025 2024 2023
Amortization expense included in cost of sales $ 28.6   $ 29.8   $ 30.5  
Amortization expense included in operating expenses 4.2   6.7   8.1  
Total amortization of intangible assets $ 32.8   $ 36.5   $ 38.6  

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

(In millions)
2026 $ 31.6  
2027 29.6  
2028 7.6  
2029 0.5  
2030 0.5  
Thereafter 1.0  
Total $ 70.8  

F-26

Other Assets

December 31,
(In millions) 2025 2024
Non-marketable equity securities $ 218.0   $ 119.3  
Capitalized software
19.1   17.6  
Long-term deposits 17.2   13.8  
Other assets 24.4   22.3  
Total other assets $ 278.7   $ 173.0  

Accounts Payable and Accrued Liabilities

December 31,
(In millions) 2025 2024
Accounts payable trade $ 344.3   $ 345.3  
Accrued rebates 1,487.6   1,135.9  
Accrued tax, audit, and legal fees 27.0   38.4  
Accrued warranty 10.4   5.9  
Deferred compensation plan liabilities 20.0   18.6
Income tax payable 8.9   3.9

Other accrued liabilities 45.8   37.1  
Total accounts payable and accrued liabilities $ 1,944.0   $ 1,585.1  

Accrued Payroll and Related Expenses

December 31,
(In millions) 2025 2024
Accrued wages, bonus and taxes $ 134.6   $ 74.5  
Other accrued employee benefits 34.6   37.5  
Total accrued payroll and related expenses $ 169.2   $ 112.0  

Accrued Warranty

Warranty costs are reflected in our statements of operations as cost of sales. Reconciliations of our accrued warranty costs were as follows:

Twelve Months Ended
December 31,
(In millions) 2025 2024 2023
Beginning balance $ 5.9   $ 12.6   $ 12.8  
Charges to costs and expenses 73.0   47.2   51.5  
Costs incurred ( 68.5 ) ( 53.9 ) ( 51.7 )
Ending balance $ 10.4   $ 5.9   $ 12.6  

Other Long-Term Liabilities

December 31,
(In millions) 2025 2024
Asset retirement obligation $ 20.6   $ 17.0  
Finance lease obligations 53.8   58.5  
Income tax payable
46.6   44.8  
Other liabilities 16.1   27.6  
Total other long-term liabilities $ 137.1   $ 147.9  

F-27

Other Income, Net

Twelve Months Ended
December 31,
(In millions) 2025 2024 2023
Interest and dividend income $ 112.7   $ 134.2   $ 135.0  
Interest expense ( 18.3 ) ( 19.0 ) ( 20.3 )
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  

F-28

4. Debt

Senior Convertible Notes

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:

December 31,
(In millions) 2025 2024
Principal amount:
2025 Notes
$ —   $ 1,207.5  
2028 Notes
1,250.0   1,250.0  
Total principal amount 1,250.0   2,457.5  
Unamortized debt issuance costs ( 9.1 ) ( 16.1 )
Carrying amount of senior convertible notes $ 1,240.9   $ 2,441.4  

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

Twelve Months Ended
December 31,
(In millions) 2025 2024 2023
Cash interest expense:
Contractual coupon interest (1)
$ 7.3   $ 7.7   $ 9.1  
Non-cash interest expense:
Amortization of debt issuance costs 7.0   7.2   7.3  
Total interest expense recognized on senior notes $ 14.3   $ 14.9   $ 16.4  

Effective interest rate:
2025 Notes
0.5   % 0.5   % 0.5   %
2028 Notes
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
2025 Notes
$ —   $ 1,163.7  
2028 Notes
1,152.1   1,122.3  
Total fair value of outstanding senior convertible notes $ 1,152.1   $ 2,286.0  

F-29

Convertible Debt Summary
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
Issued Net Proceeds (1)
Initial Conversion Rate (2)
(per $1,000 principal amount)
Conversion Price
(per share) Settlement Methods (3)

2025 Notes (4)
May 2020
November 15, 2025
0.25 %
$ 1.21 billion
$ 1.19 billion
6.6620 shares
$ 150.11
Cash and/or shares

2028 Notes May 2023
May 15, 2028
0.375 %
$ 1.25  billion
$ 1.23  billion
6.1571 shares
$ 162.41
Cash and/or shares

(1) Net proceeds are calculated by deducting the initial purchasers’ discounts and estimated costs directly related to the offering from the aggregate principal amount of the applicable series of notes.

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

(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.
No principal payments are due on any of our senior convertible notes prior to maturity. 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.
2028 Capped Call Transactions
In May 2023, in connection with the offering of the 2028 Notes, we entered into privately negotiated capped call transactions, or the 2028 Capped Calls, with certain financial institutions. The 2028 Capped Calls cover, subject to anti-dilution adjustments substantially similar to those applicable to the 2028 Notes, the number of shares of our common stock initially underlying the 2028 Notes. The 2028 Capped Calls are expected generally to reduce potential dilution to our common stock upon conversion of the 2028 Notes and/or offset any cash payments that we are required to make in excess of the principal amount of converted 2028 Notes, as the case may be, with such reduction and/or offset subject to a cap. The 2028 Capped Calls have an initial cap price of $ 212.62 per share, subject to adjustments, which represents a premium of 80 % over the closing price of our common stock of $ 118.12 per share on the Nasdaq Global Select Market on May 2, 2023. 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.
F-30

Conversion Rights for Senior Convertible Notes
Holders of our outstanding senior convertible notes have the right to require us to repurchase for cash all or a portion of their notes at 100 % of their principal amount, plus any accrued and unpaid interest, upon the occurrence of a fundamental change (as defined in the applicable indenture relating to the notes). 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 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)
During any calendar quarter commencing after the applicable period (and only during such calendar quarter), if the last reported sale price of Dexcom’s common stock for at least 20 trading days (whether or not consecutive) during the period of 30 consecutive trading days ending on the last trading day of the immediately preceding calendar quarter is greater than or equal to 130 % of the applicable conversion price for the Notes on each applicable trading day

Circumstance 2 During the five business day period after any five consecutive trading day period in which the trading price per $1,000 principal amount of the Notes for each trading day of that five consecutive trading day period was less than 98 % of the product of the last reported sale price of Dexcom’s common stock and the applicable conversion rate of the Notes on each such trading day

Circumstance 3 If we call any or all of the Notes for redemption, at any time prior to the close of business on the scheduled trading day immediately preceding the redemption date (only with respect to the notes called or deemed called for redemption)

Circumstance 4 Upon the occurrence of specified corporate events

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 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)
Dexcom may redeem for cash all or part of the Notes, at its option, if the last reported sale price of our common stock has been at least 130 % of the conversion price then in effect for at least 20 trading days (whether or not consecutive) during any 30 consecutive trading day period ending on, and including, the trading day immediately preceding the date on which Dexcom provides notice of redemption. 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 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.
F-31

Amended Credit Agreement