Dexcom (DXCM) 10-K risk factor changes: FY2024 vs FY2023

For the fiscal year ended December 31, [removed: 2023][added: 2024]

[removed: ][added: ]

[added: |] 6340 Sequence [removed: Drive, San Diego, CA 92121][added: Drive, San Diego, CA | | | | | | 92121 | | |]

[added: |] (Address of principal executive [removed: offices, including zip code)][added: offices) | | | | | | (Zip Code) | | |]

[removed: Securities] [added: Securities] registered pursuant to Section 12(g) of the Act: [removed: None][added: None]

As of June [removed: 30, 2023,] [added: 28, 2024,] the last business day of the registrant’s most recently completed second fiscal quarter, the aggregate market value of the registrant’s common stock held by non-affiliates of the registrant was approximately [removed: $49.4] [added: $45.3] billion based on the closing sales price of [removed: $128.51] [added: $113.38] per share as reported on the Nasdaq Global Select Market on that date.

| Class | | | | | | Outstanding at February [removed: 1, 2024] [added: 6, 2025] | | |

| Common stock, $0.001 par value per share | | | | | | [removed: 385,515,421] [added: 390,772,018] | | |

Portions of the registrant’s definitive proxy statement relating to its [removed: 2024] [added: 2025] Annual Meeting of Stockholders (the “Proxy Statement”) are incorporated by reference in Part III, Items 10 through 14 of this Annual Report on Form 10-K, as specified in the responses to those item numbers, which proxy statement will be filed with the Securities and Exchange Commission within 120 days after the end of the fiscal year covered by this Form 10-K.

| [removed: PART I] [added: [PART I](#i6a987b433ae84cbfb2328647e6586107_25)] | | | | | | | | |

| [ITEM [removed: 1.](#i70f957301cc34339a22f629982cd0734_16)] [added: 1.](#i6a987b433ae84cbfb2328647e6586107_25)] | | | [removed: [Business](#i70f957301cc34339a22f629982cd0734_16)] [added: [Business](#i6a987b433ae84cbfb2328647e6586107_25)] | | | [removed: [6](#i70f957301cc34339a22f629982cd0734_16)] [added: [6](#i6a987b433ae84cbfb2328647e6586107_25)] | | |

| [ITEM [removed: 1A.](#i70f957301cc34339a22f629982cd0734_19)] [added: 1A.](#i6a987b433ae84cbfb2328647e6586107_64)] | | | [Risk [removed: Factors](#i70f957301cc34339a22f629982cd0734_19)] [added: Factors](#i6a987b433ae84cbfb2328647e6586107_64)] | | | [removed: [26](#i70f957301cc34339a22f629982cd0734_19)] [added: [27](#i6a987b433ae84cbfb2328647e6586107_64)] | | |

| [ITEM [removed: 1B.](#i70f957301cc34339a22f629982cd0734_67)] [added: 1B.](#i6a987b433ae84cbfb2328647e6586107_112)] | | | [Unresolved Staff [removed: Comments](#i70f957301cc34339a22f629982cd0734_67)] [added: Comments](#i6a987b433ae84cbfb2328647e6586107_112)] | | | [removed: [67](#i70f957301cc34339a22f629982cd0734_67)] [added: [69](#i6a987b433ae84cbfb2328647e6586107_112)] | | |

| [ITEM [removed: 2.](#i70f957301cc34339a22f629982cd0734_70)] [added: 2.](#i6a987b433ae84cbfb2328647e6586107_118)] | | | [removed: [Properties](#i70f957301cc34339a22f629982cd0734_70)] [added: [Properties](#i6a987b433ae84cbfb2328647e6586107_118)] | | | [removed: [69](#i70f957301cc34339a22f629982cd0734_70)] [added: [71](#i6a987b433ae84cbfb2328647e6586107_118)] | | |

| [ITEM [removed: 3.](#i70f957301cc34339a22f629982cd0734_73)] [added: 3.](#i6a987b433ae84cbfb2328647e6586107_121)] | | | [Legal [removed: Proceedings](#i70f957301cc34339a22f629982cd0734_73)] [added: Proceedings](#i6a987b433ae84cbfb2328647e6586107_121)] | | | [removed: [69](#i70f957301cc34339a22f629982cd0734_73)] [added: [71](#i6a987b433ae84cbfb2328647e6586107_121)] | | |

| [ITEM [removed: 4.](#i70f957301cc34339a22f629982cd0734_76)] [added: 4.](#i6a987b433ae84cbfb2328647e6586107_124)] | | | [Mine Safety [removed: Disclosures](#i70f957301cc34339a22f629982cd0734_76)] [added: Disclosures](#i6a987b433ae84cbfb2328647e6586107_124)] | | | [removed: [70](#i70f957301cc34339a22f629982cd0734_76)] [added: [73](#i6a987b433ae84cbfb2328647e6586107_124)] | | |

| [ITEM [removed: 5.](#i70f957301cc34339a22f629982cd0734_82)] [added: 5.](#i6a987b433ae84cbfb2328647e6586107_130)] | | | [Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity [removed: Securities](#i70f957301cc34339a22f629982cd0734_82)] [added: Securities](#i6a987b433ae84cbfb2328647e6586107_130)] | | | [removed: [71](#i70f957301cc34339a22f629982cd0734_82)] [added: [74](#i6a987b433ae84cbfb2328647e6586107_130)] | | |

| [ITEM [removed: 6.](#i70f957301cc34339a22f629982cd0734_85)] [added: 6.](#i6a987b433ae84cbfb2328647e6586107_133)] | | | [removed: [\[Reserved\]](#i70f957301cc34339a22f629982cd0734_85)] [added: [\[Reserved\]](#i6a987b433ae84cbfb2328647e6586107_133)] | | | [removed: [72](#i70f957301cc34339a22f629982cd0734_85)] [added: [75](#i6a987b433ae84cbfb2328647e6586107_133)] | | |

| [ITEM [removed: 7.](#i70f957301cc34339a22f629982cd0734_91)] [added: 7.](#i6a987b433ae84cbfb2328647e6586107_139)] | | | [Management’s Discussion and Analysis of Financial Condition and Results of [removed: Operations](#i70f957301cc34339a22f629982cd0734_91)] [added: Operations](#i6a987b433ae84cbfb2328647e6586107_139)] | | | [removed: [73](#i70f957301cc34339a22f629982cd0734_91)] [added: [76](#i6a987b433ae84cbfb2328647e6586107_139)] | | |

| [ITEM [removed: 7A.](#i70f957301cc34339a22f629982cd0734_121)] [added: 7A.](#i6a987b433ae84cbfb2328647e6586107_163)] | | | [Quantitative and Qualitative Disclosures about Market [removed: Risk](#i70f957301cc34339a22f629982cd0734_121)] [added: Risk](#i6a987b433ae84cbfb2328647e6586107_163)] | | | [removed: [84](#i70f957301cc34339a22f629982cd0734_121)] [added: [87](#i6a987b433ae84cbfb2328647e6586107_163)] | | |

| [ITEM [removed: 8.](#i70f957301cc34339a22f629982cd0734_133)] [added: 8.](#i6a987b433ae84cbfb2328647e6586107_175)] | | | [Financial Statements and Supplementary [removed: Data](#i70f957301cc34339a22f629982cd0734_133)] [added: Data](#i6a987b433ae84cbfb2328647e6586107_175)] | | | [removed: [85](#i70f957301cc34339a22f629982cd0734_133)] [added: [88](#i6a987b433ae84cbfb2328647e6586107_175)] | | |

| [ITEM [removed: 9.](#i70f957301cc34339a22f629982cd0734_136)] [added: 9.](#i6a987b433ae84cbfb2328647e6586107_178)] | | | [Changes in and Disagreements with Accountants on Accounting and Financial [removed: Disclosure](#i70f957301cc34339a22f629982cd0734_136)] [added: Disclosure](#i6a987b433ae84cbfb2328647e6586107_178)] | | | [removed: [85](#i70f957301cc34339a22f629982cd0734_136)] [added: [88](#i6a987b433ae84cbfb2328647e6586107_178)] | | |

| [ITEM [removed: 9A.](#i70f957301cc34339a22f629982cd0734_139)] [added: 9A.](#i6a987b433ae84cbfb2328647e6586107_181)] | | | [Controls and [removed: Procedures](#i70f957301cc34339a22f629982cd0734_139)] [added: Procedures](#i6a987b433ae84cbfb2328647e6586107_181)] | | | [removed: [86](#i70f957301cc34339a22f629982cd0734_139)] [added: [89](#i6a987b433ae84cbfb2328647e6586107_181)] | | |

| [ITEM [removed: 9B.](#i70f957301cc34339a22f629982cd0734_142)] [added: 9B.](#i6a987b433ae84cbfb2328647e6586107_187)] | | | [Other [removed: Information](#i70f957301cc34339a22f629982cd0734_142)] [added: Information](#i6a987b433ae84cbfb2328647e6586107_187)] | | | [removed: [88](#i70f957301cc34339a22f629982cd0734_142)] [added: [91](#i6a987b433ae84cbfb2328647e6586107_187)] | | |

| [ITEM [removed: 9C.](#i70f957301cc34339a22f629982cd0734_145)] [added: 9C.](#i6a987b433ae84cbfb2328647e6586107_193)] | | | [Disclosure Regarding Foreign Jurisdictions that Prevent [removed: Inspections](#i70f957301cc34339a22f629982cd0734_145)] [added: Inspections](#i6a987b433ae84cbfb2328647e6586107_193)] | | | [removed: [88](#i70f957301cc34339a22f629982cd0734_145)] [added: [91](#i6a987b433ae84cbfb2328647e6586107_193)] | | |

| [removed: PART III] [added: [PART III](#i6a987b433ae84cbfb2328647e6586107_196)] | | | | | | | | |

| [ITEM [removed: 10.](#i70f957301cc34339a22f629982cd0734_151)] [added: 10.](#i6a987b433ae84cbfb2328647e6586107_199)] | | | [Directors, Executive Officers and Corporate [removed: Governance](#i70f957301cc34339a22f629982cd0734_151)] [added: Governance](#i6a987b433ae84cbfb2328647e6586107_199)] | | | [removed: [89](#i70f957301cc34339a22f629982cd0734_151)] [added: [92](#i6a987b433ae84cbfb2328647e6586107_199)] | | |

| [ITEM [removed: 11.](#i70f957301cc34339a22f629982cd0734_154)] [added: 11.](#i6a987b433ae84cbfb2328647e6586107_202)] | | | [Executive [removed: Compensation](#i70f957301cc34339a22f629982cd0734_154)] [added: Compensation](#i6a987b433ae84cbfb2328647e6586107_202)] | | | [removed: [89](#i70f957301cc34339a22f629982cd0734_154)] [added: [92](#i6a987b433ae84cbfb2328647e6586107_202)] | | |

| [ITEM [removed: 12.](#i70f957301cc34339a22f629982cd0734_157)] [added: 12.](#i6a987b433ae84cbfb2328647e6586107_205)] | | | [Security Ownership of Certain Beneficial Owners and Management and Related Stockholder [removed: Matters](#i70f957301cc34339a22f629982cd0734_157)] [added: Matters](#i6a987b433ae84cbfb2328647e6586107_205)] | | | [removed: [89](#i70f957301cc34339a22f629982cd0734_157)] [added: [92](#i6a987b433ae84cbfb2328647e6586107_205)] | | |

| [ITEM [removed: 13.](#i70f957301cc34339a22f629982cd0734_160)] [added: 13.](#i6a987b433ae84cbfb2328647e6586107_208)] | | | [Certain Relationships and Related Transactions, and Director [removed: Independence](#i70f957301cc34339a22f629982cd0734_160)] [added: Independence](#i6a987b433ae84cbfb2328647e6586107_208)] | | | [removed: [89](#i70f957301cc34339a22f629982cd0734_160)] [added: [92](#i6a987b433ae84cbfb2328647e6586107_208)] | | |

| [ITEM [removed: 14.](#i70f957301cc34339a22f629982cd0734_163)] [added: 14.](#i6a987b433ae84cbfb2328647e6586107_211)] | | | [Principal Accountant Fees and [removed: Services](#i70f957301cc34339a22f629982cd0734_163)] [added: Services](#i6a987b433ae84cbfb2328647e6586107_211)] | | | [removed: [89](#i70f957301cc34339a22f629982cd0734_163)] [added: [93](#i6a987b433ae84cbfb2328647e6586107_211)] | | |

| [ITEM [removed: 15.](#i70f957301cc34339a22f629982cd0734_169)] [added: 15.](#i6a987b433ae84cbfb2328647e6586107_217)] | | | [removed: [Exhibits](#i70f957301cc34339a22f629982cd0734_169)] [added: [Exhibits](#i6a987b433ae84cbfb2328647e6586107_217)] and [Financial Statement [removed: Schedules](#i70f957301cc34339a22f629982cd0734_169)] [added: Schedules](#i6a987b433ae84cbfb2328647e6586107_217)] | | | [removed: [90](#i70f957301cc34339a22f629982cd0734_169)] [added: [94](#i6a987b433ae84cbfb2328647e6586107_217)] | | |

| [ITEM [removed: 16.](#i70f957301cc34339a22f629982cd0734_172)] [added: 16.](#i6a987b433ae84cbfb2328647e6586107_220)] | | | [Form 10-K [removed: Summary](#i70f957301cc34339a22f629982cd0734_172)] [added: Summary](#i6a987b433ae84cbfb2328647e6586107_220)] | | | [removed: [92](#i70f957301cc34339a22f629982cd0734_172)] [added: [96](#i6a987b433ae84cbfb2328647e6586107_220)] | | |

*Except for historical financial information contained herein, the matters discussed in this Annual Report on Form 10-K may be considered forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, [added: or the Securities Act,] and Section 21E of the Securities Exchange Act of 1934, as amended, or the Exchange Act, and subject to the safe harbor created by the [added: Private] Securities Litigation Reform Act of 1995.

Such statements include declarations regarding our operations, financial condition and prospects, and business strategies, and are based on management’s [removed: current* *intent,] [added: intent,] beliefs, expectations, and [removed: assumptions.][added: assumptions as of the date of this report.]

[removed: Prospective investors] [added: Investors] are cautioned that any such forward-looking statements are not guarantees of future performance and involve a number of risks, uncertainties and other factors, some of which are beyond our [removed: control; actual results could differ materially from those indicated or implied by such forward-looking statements.][added: control.]

Important factors that could cause actual results to differ materially from those indicated by such forward-looking statements include, but are not limited to: (i) that the information is of a preliminary nature and may be subject to further adjustment; (ii) those risks and uncertainties identified under “Risk Factors”; and (iii) the other risks detailed from time-to-time in our [added: other] reports and registration statements filed with the Securities and Exchange Commission, or the SEC.

Also available on our website are printable versions of our Audit Committee charter, Compensation Committee charter, Nominating and Governance Committee charter, Technology Committee charter, Corporate Governance [removed: Guidelines] [added: Principles for the Board of Directors,] and Code of Conduct and Business Ethics.

Except as expressly set forth in this Annual Report on Form 10-K, the contents of our website [removed: is] [added: and/or our investor relations website are] not incorporated by reference into, or otherwise to be regarded as part of, this Annual Report on Form 10-K or in any other report or document we file with the SEC, and any references to our website [removed: is] [added: and/or our investor relations website are] intended to be inactive textual references only.

Other service marks, trademarks and trade names referred to in this [added: Annual Report on] Form 10-K are the property of their respective owners.

| [ITEM 1C.](#i6a987b433ae84cbfb2328647e6586107_115) | | | [Cybersecurity](#i6a987b433ae84cbfb2328647e6586107_115) | | | [69](#i6a987b433ae84cbfb2328647e6586107_115) | | |

| [PART II](#i6a987b433ae84cbfb2328647e6586107_127) | | | | | | | | |

| [PART IV](#i6a987b433ae84cbfb2328647e6586107_214) | | | | | | | | |

| | | | [Signatures](#i6a987b433ae84cbfb2328647e6586107_223) | | | [97](#i6a987b433ae84cbfb2328647e6586107_223) | | |

Actual results could differ materially from those indicated or implied by such forward-looking statements.

| Available Information | | | | | | | | | | | | | | |

In August 2024, we launched Stelo, our new 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.

In August 2024, we launched Stelo, our new 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.

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

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.

We are currently building out a new manufacturing facility in Athenry, Ireland.

We have recently experienced manufacturing and inventory challenges for G7 that have resulted, and may continue to result from time to time, in disruptions in our ability to supply certain markets, including in the U.S. and other

countries.

While we are currently working to remedy such challenges, we cannot predict when such manufacturing and inventory challenges will be remedied.

If we fail to produce a sufficient amount of our products, our ability to supply our markets will be compromised and health care providers and people with diabetes’ decisions to use our products may be negatively impacted.

This could lead to loss of sales of and revenues from our products, could potentially decrease our market share, and/or our business, financial condition, results of operations and growth prospects could be materially adversely affected.

See the section of the Risk Factors entitled “*Risks Related to Manufacturing, Commercial Operations and Commercialization.*”

was filed.

In addition, the Nominating and Governance Committee oversees and reviews our sustainability performance and the assessment and management of environmental, sustainability and governance risks affecting our business.

term strategy, taking into consideration environmental, social and economic dimensions (subject to direction from the Chief Executive Officer and oversight of the Nominating and Governance Committee), establishing programs, policies and practices to integrate sustainability into Dexcom’s strategy, and assisting the Nominating and Governance Committee in fulfilling its oversight responsibilities with respect to Dexcom’s performance and behavior for sustainability matters.

Under FDA law, the *de novo* classification procedure allows a manufacturer whose novel

into these programs have resulted in significant civil and criminal settlements.

HIPAA’s Security Rule and certain provisions of the HIPAA Privacy Rule and Breach Notification Rule apply to business associates of

CMS has the right to audit reporting entities for compliance.

CMS began its first audits in fiscal year 2023.

Singapore regulation of medical devices under the Health Products Act, and Health Canada’s risk classification system for invasive devices, among others.

Certain governments around the world are also adopting laws and regulations pertaining to mandatory corporate sustainability reporting.

For example, the European Union has adopted the Corporate Sustainability Reporting Directive (CSRD) that will require us to disclose certain social, governance and environmental information and data.

other areas to assist us as necessary.

Our consistent support of hybrid work provides access to a broader talent pool.

| United States | | | | | | 2,400 | | | | | | 2,900 | | | | | | 5,300 | | | | | | 3,100 | | |

| International | | | | | | 2,700 | | | | | | 2,300 | | | | | | 5,000 | | | | | | N/A | | |

| Grand Total | | | | | | 5,100 | | | | | | 5,200 | | | | | | 10,300 | | | | | | 3,100 | | |

Our human resources team, Employee Resource Group sponsors (ERG), and senior leaders work together to advance the broader equity strategy across the organization.

We integrate equity and inclusion into talent conversations, especially at senior levels, making our processes fairer for all Dexcom employees.

In addition to decreased pricing, we may be unable to reduce our expenses, including the cost of sourcing materials, logistics and the cost to manufacture our products.

In addition, 2025 will bring a new presidential administration, which may shift health policy priorities, including potential impacts on Medicare coverage and reimbursement.

Also, the trends toward managed healthcare in the United States, which we expect to continue in 2025 and beyond, and legislative efforts intended to reduce the cost of

In the event of such a termination, we may be required to devote

Moreover,

| | | | | | | | | |

| [I](#i70f957301cc34339a22f629982cd0734_3752)[TEM 1C.](#i70f957301cc34339a22f629982cd0734_3752) | | | [Cybersecurity](#i70f957301cc34339a22f629982cd0734_3752) | | | [67](#i70f957301cc34339a22f629982cd0734_3752) | | |

| PART II | | | | | | | | |

| PART IV | | | | | | | | |

| | | | [Signatures](#i70f957301cc34339a22f629982cd0734_175) | | | [93](#i70f957301cc34339a22f629982cd0734_175) | | |

| Corporate Information | | | | | | | | | | | | | | |

- We are subject to cost-containment efforts by third-party payors that could result in reduced product pricing and/or sales of our products and cause a reduction in revenue.

We are pursuing regulatory approvals for Dexcom Stelo, our first product designed specifically for people with type 2 diabetes who do not use insulin and are not at risk for hypoglycemia.

Stelo was submitted for FDA review in the fourth quarter of 2023.

The general purpose of these development and commercial relationships is

In the future, we may make a potential additional milestone payment for a future sales-based milestone.

At our election, we may make these payments in shares of our common stock or cash.

If we elect to make a milestone payment in cash, any such cash payment would be equal to the number of shares that would otherwise be issued for the given milestone payment multiplied by the value of our stock on the date the relevant milestone is achieved, adjusted for stock splits, dividends, and the like.

We intend to pay the remaining sales-based contingent milestone in shares of our common stock.

According to the American Diabetes Association, or ADA, one in every four healthcare dollars

Likewise, Abbott Diabetes Care has

In 2023, we completed the initial phase of construction of our new facility in Malaysia and commenced commercial manufacturing.

We are also expanding our facility in Mesa, Arizona to scale up manufacturing capacity and plan to begin construction of a new facility in Ireland.

We have made progress in manufacturing to enable us to supply adequate amounts of product to support our commercialization efforts, however we cannot guarantee that supply will not be constrained going forward.

or assignment terms of these agreements.

These values are at the heart of our sustainability initiatives.

payment may be made, in whole or in part, under a federal healthcare program such as Medicare and Medicaid.

Inducement CMP.

disclosure of personally identifiable information.

Certain states also

data outside of Europe.

With our shift from office to hybrid work, we have access to more – and more diverse – talent than ever before.

Approximately 64% of our full-time U.S. employees are ethnically diverse.

| | | | | | | | | | | | | | | | | | | | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| United States | | | | | | 2,600 | | | | | | 3,200 | | | | | | 5,800 | | | | | | 3,700 | | |

| International | | | | | | 2,100 | | | | | | 1,700 | | | | | | 3,800 | | | | | | N/A | | |

| Grand Total | | | | | | 4,700 | | | | | | 4,900 | | | | | | 9,600 | | | | | | 3,700 | | |

Our talent and diversity staff and the DEI Leadership Council, or DLC, are a means for leaders to work closely together to advance the broader DEI strategy across the organization.

We continue to weave DEI into talent conversations, particularly at senior levels, which we believe has contributed to our improved representation of female leaders at Dexcom.

Additionally, in 2023 we identified and engaged a third party consultant to help further evolve our gender and ethnicity pay equity review.

At this time, our employees have completed over 40,000 hours dedicated to this learning.

We are subject to cost-containment efforts by third-party payors that could result in reduced product pricing and/or sales of our products and cause a reduction in revenue.

Additionally, as a result of the economic slowdown, some customers have lost access and others may lose access to their private health insurance plan if they lose their job, and an impact to job status may extend for a prolonged period of time, beyond possible coverage periods through COBRA, or where the cost to maintain coverage may not be affordable to our customers.

As most of our customers currently rely on third-party payors, including government programs and private health insurance plans, to cover the cost of our products, our customers may lose coverage or reimbursement for our products, which may harm our business and results of operations.