DEXCOM INC

Previous wording

In May 2026, our Board of Directors authorized and approved the 2026 Share Repurchase Program, which provides for the repurchase of up to $1.00 billion of our outstanding common stock, with a repurchase period ending no later than June 30, 2027. In connection with the approval of the Share Repurchase Program, our Board of Directors terminated its existing share repurchase program, of which $250.0 million remained available to be repurchased under the program. Repurchases of our common stock under the 2026 Share Repurchase Program may be made from time to time in the open market, in privately negotiated transactions or by other methods, including through the use of trading plans intended to qualify under Rule 10b5-1 under the Exchange Act, at our discretion, and in accordance with the limitations set forth in Rule 10b-18 promulgated under the Exchange Act and other applicable federal and state laws and regulations. The timing of any repurchases will depend on market conditions and will be made at our discretion. The 2026 Share Repurchase Program does not obligate us to repurchase any dollar amount or number of shares of our common stock, and the program may be extended, modified, suspended, or discontinued at any time.

Current wording

In October 2026, our Board of Directors authorized and approved the 2027 Share Repurchase Program, which provides for the repurchase of up to $1.00 billion of our outstanding common stock, with a repurchase period ending no later than December 31, 2027. Repurchases of our common stock under the 2027 Share Repurchase Program may be made from time to time in the open market, in privately negotiated transactions or by other methods, including through the use of trading plans intended to qualify under Rule 10b5-1 under the Exchange Act, at our discretion, and in accordance with the limitations set forth in Rule 10b-18 promulgated under the Exchange Act and other applicable federal and state laws and regulations. The timing of any repurchases will depend on market conditions and will be made at our discretion. The 2027 Share Repurchase Program does not obligate us to repurchase any dollar amount or number of shares of our common stock, and the program may be extended, modified, suspended, or discontinued at any time.

Previous wording

The 2026 Share Repurchase Program could affect the price of our common stock and increase the volatility thereof. Price volatility may cause the average price at which we repurchase our common stock in a given period to exceed the stock’s price at a given point in time. There can be no assurance that the timeframe for repurchases under our 2026 Share Repurchase Program or that any repurchases conducted thereunder will have a positive impact on our stock price or earnings per share. Important factors that could cause us to discontinue or decrease share repurchases under the 2026 Share Repurchase Program include, among others, unfavorable market conditions; the market price of our common stock; the nature of other investment or strategic opportunities presented to us from time to time; our ability to make appropriate, timely, and beneficial decisions as to when, how, and whether to repurchase shares under the 2026 Share Repurchase Program; and the availability of funds necessary to fulfill such repurchases. During the three and six months ended June 30, 2026,8.6 million shares of our common stock were repurchased under the 2026 Share Repurchase Program and no shares were repurchased under the 2025 Share Repurchase Program.

Current wording

The 2027 Share Repurchase Program could affect the price of our common stock and increase the volatility thereof. Price volatility may cause the average price at which we repurchase our common stock in a given period to exceed the stock’s price at a given point in time. There can be no assurance that the timeframe for repurchases under our 2027 Share Repurchase Program or that any repurchases conducted thereunder will have a positive impact on our stock price or earnings per share. Important factors that could cause us to discontinue or decrease share repurchases under the 2027 Share Repurchase Program include, among others, unfavorable market conditions; the market price of our common stock; the nature of other investment or strategic opportunities presented to us from time to time; our ability to make appropriate, timely, and beneficial decisions as to when, how, and whether to repurchase shares under the 2027 Share Repurchase Program; and the availability of funds necessary to fulfill such repurchases.