We offer various defined contribution plans for U.S. and international employees. The largest defined contribution plan is the 401(k) retirement plan (the 401(k) Plan) covering substantially all employees in the United States that meet certain age requirements. Employees who participate in the 401(k) Plan may contribute up to 90% of their compensation each year, subject to Internal Revenue Service limitations and the terms and conditions of the plan. Under the terms of the 401(k) Plan, we may elect to match a discretionary percentage of contributions. We match 50% of contributions up to 6% of eligible compensation. Total matching contributions under the 401(k) Plan were $17.6 million, $14.9 million and $11.1 million for the twelve months ended December 31, 2024, 2023 and 2022, respectively. Our contributions for other defined contribution plans are not significant for the twelve months ended December 31, 2024, 2023 and 2022.

Under the 2015 Employee Stock Purchase Plan (the 2015 ESPP), amended in December 2019, eligible employees may purchase shares of our common stock at semi-annual intervals through periodic payroll deductions during defined Offering Periods. Payroll deductions may not exceed 10% of the participant’s cash compensation subject to certain limitations, and the purchase price will be 85% of the lower of the fair market value of the common stock at either the beginning of the applicable Offering Period or the Purchase Date. A total of 6.0 million shares of common stock are reserved for issuance under the 2015 ESPP. The 2015 ESPP shall continue until the earlier to occur of (a) termination of the 2015 ESPP by our Board of Directors, (b) issuance of all of the shares of common stock reserved for issuance under the plan, or (c) May 28, 2025.

We issued approximately 0.4 million, 0.3 million and 0.3 million shares of common stock under the 2015 ESPP during the twelve months ended December 31, 2024, 2023 and 2022, respectively. As of December 31, 2024, approximately 2.1 million shares remained available for future issuance under the 2015 ESPP.

In May 2015, we adopted the Amended and Restated 2015 Equity Incentive Plan (the 2015 Plan), which replaced our 2005 Equity Incentive Plan and provides for the grant of incentive and nonstatutory stock options, restricted stock, stock bonuses, stock appreciation rights, RSUs, and PSUs to employees, directors or consultants of the Company. On May 30, 2019, our stockholders approved an increase to the maximum number of shares that may be issued under the 2015 Plan.

We are authorized to issue up to 39.2 million shares of our common stock under the 2015 Plan. As of December 31, 2024, approximately 12.5 million shares remained available for future issuance under the 2015 Plan. We issue new shares of common stock to satisfy RSU and PSU vesting under our employee equity incentive plans.

Repurchased shares of our common stock are held as treasury shares until they are reissued or retired. When we reissue treasury stock, if the proceeds from the sale are more than the average price we paid to acquire the shares we record an increase in additional paid-in capital. Conversely, if the proceeds from the sale are less than the average price we paid to acquire the shares, we record a decrease in additional paid-in capital to the extent of increases previously recorded for similar transactions and a decrease in retained earnings for any remaining amount.

We have not yet determined the ultimate disposition of repurchased shares and, consequently, we continue to hold them as treasury shares rather than retiring them. Authorization of future stock repurchase programs is subject to the final determination of our Board of Directors.



	Twelve Months Ended December 31,
(In millions)	2024	2023	2022
Shares issued in connection with 2023 Notes conversions	—	—	(0.4)
Shares received from Note Hedge	—	12.2	0.3
Shares issued in connection with the Restated Collaboration Agreement	(1.5)	(3.7)	(2.9)
Shares repurchased under the 2022 Share Repurchase Program	—	—	6.6
Shares repurchased under the 2023 Share Repurchase Program	—	4.7	—
Shares repurchased under the 2024 Share Repurchase Program	10.4	—	—
Shares repurchased with 2028 Notes proceeds	—	1.6	—
Shares issued in connection with 2023 Warrants	(12.5)	—	—

In July 2024, our Board of Directors authorized and approved a share repurchase program of up to $750.0 million of our outstanding common stock, with a repurchase period ending no later than June 30, 2025 (the “2024 Share Repurchase Program”). Repurchases of our common stock under the 2024 Share Repurchase Program were permitted to 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 2024 Share Repurchase Program was completed in August 2024. We repurchased 10.4 million shares of our common stock for $750.0 million under the 2024 Share Repurchase Program.

In October 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 (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. to repurchase $500.0 million of our common stock. The final notional amount under the 2023 ASR was $500.0 million or approximately 4.7 million shares of our common stock based on the daily average volume-weighted average price of our common stock during the term of the 2023 ASR, less a discount. The 2023 ASR concluded on December 14, 2023. The 2023 Share Repurchase Program was completed in December 2023.

In July 2022, a duly authorized committee of our Board of Directors authorized and approved a share repurchase program of up to $700.0 million of our outstanding common stock, with a repurchase period that ended on June 30, 2023 (the “2022 Share Repurchase Program”). On August 1, 2022, we entered into an accelerated share repurchase agreement (“2022 ASR”) with JPMorgan Chase Bank, National Association to repurchase up to $700.0 million of our common stock on an accelerated basis. The final notional amount under the 2022 ASR was $557.7 million or approximately 6.6 million shares of our common stock based on the daily average volume-weighted average price of our common stock during the term of the 2022 ASR, less a discount. The 2022 ASR concluded on September 1, 2022. The 2022 Share Repurchase Program and the remaining authorization of $142.3 million expired on June 30, 2023.

The 2022 ASR and 2023 ASR were forward contracts indexed to our own common stock. The forward contracts met all of the applicable criteria for equity classification, so we did not account for them as a derivative instrument. We have reflected the shares delivered to us by the financial institution as treasury shares as of the dates they were delivered to us in computing weighted average shares outstanding for both basic and diluted net income per share.

During the twelve months ended December 31, 2024, we issued 12.5 million treasury shares to settle the 2023 Warrants. See Note 5 “Debt—Senior Convertible Notes” to the consolidated financial statements for more information.

During the twelve months ended December 31, 2024, we issued 1.5 million treasury shares in connection with our achievement of the second sales-based milestone under the Restated Collaboration Agreement. See Note 2 “Development and Other Agreements—Collaboration with Verily Life Sciences” to the consolidated financial statements for more information.



		Nonvested RSU and PSU Activity
(In millions, except weighted average grant date fair value)	Shares Available for Grant	Shares	Weighted Average Grant Date Fair Value		Aggregate Intrinsic Value
Balance at December 31, 2021	16.8	3.0	$	76.88

Granted	(1.9)	1.9	96.79
Vested	—	(1.6)	63.90
Forfeited	0.4	(0.4)	92.54
Balance at December 31, 2022	15.3	2.9	94.08		$	325.6

Granted	(1.6)	1.6	112.01
Vested	—	(1.4)	88.57
Forfeited	0.2	(0.2)	106.34
Balance at December 31, 2023	13.9	2.9	105.98		361.2

Granted	(1.7)	1.7	131.17
Vested	—	(1.3)	102.09
Forfeited	0.3	(0.3)	115.59
Balance at December 31, 2024	12.5	3.0	$	121.17	$	234.1

The total vest-date fair value of RSUs and PSUs that vested during the twelve months ended December 31, 2024, 2023 and 2022 was $174.5 million, $157.8 million and $160.1 million, respectively. As of December 31, 2024, 2.7 million unvested RSUs and 0.3 million unvested PSUs were outstanding under the 2015 Plan.

Our share-based compensation expense is associated with RSUs, PSUs, and ESPP. The following table summarizes our share-based compensation expense included in our consolidated statements of operations for the periods shown:



	Twelve Months Ended December 31,
(In millions)	2024		2023		2022
Cost of sales	$	14.4	$	14.6	$	11.1
Research and development	52.2		45.5		42.7
Selling, general and administrative	103.8		90.7		72.7
Total share-based compensation expense	$	170.4	$	150.8	$	126.5

Total tax benefit related to share-based compensation expense	$	43.8	$	40.0	$	43.2

As of December 31, 2024, unrecognized estimated compensation costs related to RSUs and PSUs totaled $203.8 million and are expected to be recognized over a weighted-average period of approximately 1.7 years.

We value RSUs at the date of grant using the intrinsic value method. We estimate the fair value of PSUs at the date of grant using the intrinsic value method and the probability that the specified performance criteria will be met. We estimate the fair value of ESPP purchase rights on the date of grant using the Black-Scholes option pricing model and the assumptions below for the specified reporting periods.



	Twelve Months Ended December 31,
	2024		2023		2022
Risk free interest rate	4.80% - 5.27%		5.20% - 5.47%		0.60% - 3.34%
Dividend yield	—	%	—	%	—	%
Expected volatility of Dexcom common stock	42% - 85%		34% - 48%		45% - 55%
Expected life (in years)	0.5		0.5		0.5