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

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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 35 stockholders of record as of February 1, 2024. The number of beneficial owners of our common stock at that date was substantially greater than the number of record holders because a large portion of our common stock is held of record through brokerage firms in “street name.”

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

In connection with the accelerated share repurchase agreement with Bank of America, N.A., we issued 6,325 shares of our common stock in December 2023 in a private placement exempt from the registration requirements of the Securities Act in reliance on the exemption set forth in Section 4(a)(2) of the Securities Act.

There were no other unregistered sales of equity securities which have not been previously disclosed in a quarterly report on Form 10-Q or a current report on Form 8-K during the last three fiscal years ended December 31, 2023.

Purchases of Equity Securities by the Issuer and Affiliated Purchasers

On October 24, 2023, our Board of Directors authorized and approved a share repurchase program of up to $500.0 million of our outstanding common stock, with a repurchase period ending no later than October 31, 2024 (“2023 Share Repurchase Program”). Under the 2023 Share Repurchase Program, on October 31, 2023, we entered into an accelerated share repurchase agreement (“2023 ASR”) with Bank of America, N.A. (“BofA”) to repurchase shares of our common stock in an aggregate notional amount of up to $500.0 million.

See Note 9 “Employee Benefit Plans and Stockholders' Equity” to the consolidated financial statements in Part II, Item 8 of this Annual Report on Form 10-K for additional information about our share repurchases during the year ended December 31, 2023.

The following table provides information about purchases by us of our shares of common stock during the three months ended December 31, 2023:

PeriodTotal number of shares purchasedAverage price paid per shareTotal number of shares purchased as part of publicly announced programMaximum dollar value of shares that may yet be purchased under the program (in millions)
10/01/2023 - 10/31/20234,710,870(1)4,710,870$100.0
11/01/2023 - 11/30/2023—$——$100.0
12/01/2023 - 12/31/2023—(1)—$—
(1) Pursuant to the terms of the 2023 ASR, in October 2023, we paid BofA $500.0 million in cash and received an initial delivery of approximately 4.7 million shares of our common stock based on the closing market price on October 30, 2023 of $84.91. This initial delivery of shares represented approximately 80% of the notional amount of the 2023 ASR. On December 14, 2023, the 2023 ASR was settled. Based on the volume-weighted average price of our common stock, less a discount, of $106.28 during the term of the 2023 ASR, we owed BofA 6,325 shares of common stock. We elected to settle the forward contract by issuing 6,325 treasury shares on December 15, 2023 to BofA.

Company Stock Price Performance

Our 2022 Annual Report on Form 10-K included a comparison of the 5-year cumulative total return of our common stock with the Nasdaq Composite index and the Nasdaq Medical Equipment index. As a result of the discontinuation of the Nasdaq Medical Equipment index in 2022, we believe that the S&P Health Care Equipment Select Industry index is a more appropriate index for comparison of our stock performance. Accordingly, the graph below compares the cumulative total stockholder return on our common stock with the cumulative total returns on the Nasdaq Composite index, the Nasdaq Medical Equipment index, the S&P Health Care Equipment Select Industry index, and the S&P 500 index over the five-year period ended December 31, 2023.

The graph assumes that $100 was invested in Dexcom common stock and in each of the other indices on December 31, 2018 and that all dividends were reinvested. 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.

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  • $100 invested on December 31, 2018 in stock or index, including reinvestment of any dividends.
December 31, 2018December 31, 2019December 31, 2020December 31, 2021December 31, 2022December 31, 2023
DexCom, Inc.$100.00$182.59$308.61$448.21$378.10$414.32
S&P 500$100.00$131.49$155.68$200.37$164.08$207.21
S&P Health Care Equipment$100.00$122.72$163.40$169.11$129.60$122.26
Nasdaq Composite$100.00$136.69$198.10$242.03$163.28$236.17
Nasdaq Medical Equipment$100.00$97.52$136.07$140.62$94.93

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