XML 36 R23.htm IDEA: XBRL DOCUMENT
v3.25.1

Debt (Tables) | 3 Months Ended
--- | ---
Mar. 31, 2025
Debt Disclosure [Abstract] |
Schedule of Carrying Values and Estimated Fair Values of Debt Instruments | The fair value, based on trading prices (Level 1 inputs), of our senior convertible notes were as follows as of the dates indicated:
| Fair Value Measurements Using Level 1
(In millions) | March 31, 2025 |  | December 31, 2024
Senior Convertible Notes due 2025 | $ | 1,175.9 |  |  | $ | 1,163.7 |
Senior Convertible Notes due 2028 | 1,116.9 |  |  | 1,122.3 |
Total fair value of outstanding senior convertible notes | $ | 2,292.8 |  |  | $ | 2,286.0 |
The carrying amounts of our senior convertible notes were as follows as of the dates indicated:
(In millions) | March 31, 2025 |  | December 31, 2024
Principal amount: |  |  |
Senior Convertible Notes due 2025 | $ | 1,207.5 |  |  | $ | 1,207.5 |
Senior Convertible Notes due 2028 | 1,250.0 |  |  | 1,250.0 |
Total principal amount | 2,457.5 |  |  | 2,457.5 |
Unamortized debt issuance costs | (14.2) |  |  | (16.1) |
Carrying amount of senior convertible notes | $ | 2,443.3 |  |  | $ | 2,441.4 |
Schedule of Components of Interest Expense and Effective Interest Rates of Senior Convertible Notes | The following table summarizes the components of interest expense and the effective interest rates for our senior convertible notes for the periods shown:
| Three Months Ended March 31, |  |
(In millions) | 2025 |  | 2024 |  |  |  |
Cash interest expense: |  |  |  |  |  |  |
Contractual coupon interest (1) | $ | 1.9 |  |  | $ | 1.9 |  |  |  |  |
Non-cash interest expense: |  |  |  |  |  |  |
Amortization of debt issuance costs | 1.8 |  |  | 1.8 |  |  |  |  |
Total interest expense recognized on senior notes | $ | 3.7 |  |  | $ | 3.7 |  |  |  |  |
Effective interest rate: |  |  |  |  |  |  |
Senior Convertible Notes due 2025 | 0.5 | % |  | 0.5 | % |  |  |  |
Senior Convertible Notes due 2028 | 0.7 | % |  | 0.7 | % |  |  |  |
(1) Interest on our unsecured senior convertible notes due 2025, or the 2025 Notes, began accruing upon issuance and is payable semi-annually on May 15 and November 15 of each year. Interest on our unsecured senior convertible notes due 2028, or the 2028 Notes, began accruing upon issuance and is payable semi-annually on May 15 and November 15 of each year.
Schedule of Converted Value of Notes | 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 | 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) The 2025 Notes and 2028 Notes may be settled in cash, stock, or a combination thereof, solely at our discretion.
Schedule of Conversions Rights at the Option | The following table outlines the conversion options related for each of our senior convertible notes:
Summary of Conversions Rights at the Option of the Holders for the 2025 Notes and 2028 Notes, which we refer to collectively as 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 August 15, 2025 and February 15, 2028 for the 2025 Notes and 2028 Notes, respectively, 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 business day immediately preceding the maturity date for the 2025 Notes and prior to the close of business on the second scheduled trading day immediately preceding the maturity date for the 2028 Notes
(1) Circumstance 1 is available after the calendar quarter ended September 30, 2020 and September 30, 2023 for the 2025 Notes and 2028 Notes, respectively.
(2) Circumstance 5 is available on or after August 15, 2025 and February 15, 2028 for the 2025 Notes and 2028 Notes, respectively.
Summary of Conversion Right at the Option of the Company for the 2025 Notes and 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 Notes prior to May 20, 2023 and May 20, 2026 for the 2025 Notes and 2028 Notes, respectively. Dexcom has the right to redeem the notes on or after May 20, 2023 and prior to August 15, 2025 for the 2025 Notes, and on or after May 20, 2026 and prior to February 15, 2028 for the 2028 Notes.
Schedule of Availability and Outstanding Borrowings on Credit Agreement | Information related to availability and outstanding borrowings on our Amended Credit Agreement is as follows as of the date indicated:
(In millions) | March 31, 2025
Available principal amount | $ | 200.0 |
Letters of credit sub-facility | 25.0 |
Outstanding borrowings | — |
Outstanding letters of credit | 7.7 |
Total available balance | $ | 192.3 |
The minimum and maximum range of applicable rates per annum with respect to any ABR Loan, Term Benchmark Revolving Loan, or RFR Revolving Loan, each as defined in the Amended Credit Agreement under the captions “ABR Spread”, “Term Benchmark”, and “RFR Spread”, or “Unused Commitment Fee Rate”, respectively, are outlined in the following table:
Range | ABR Spread | Term Benchmark/RFR Spread | Unused Commitment Fee Rate
Minimum | 0.375% | 1.375% | 0.175%
Maximum | 1.000% | 2.000% | 0.250%

X
- Definition Tabular disclosure of convertible debt instrument. Includes, but is not limited to, principal amount and amortized premium or discount. + References No definition available. + Details
Name: | us-gaap_ConvertibleDebtTableTextBlock
Namespace Prefix: | us-gaap_
Data Type: | dtr-types:textBlockItemType
Balance Type: | na
Period Type: | duration

X
- References No definition available. + Details
Name: | us-gaap_DebtDisclosureAbstract
Namespace Prefix: | us-gaap_
Data Type: | xbrli:stringItemType
Balance Type: | na
Period Type: | duration

X
- Definition Tabular disclosure of interest income and expense, including, but not limited to, interest income and expense from investments, loans, and securities. + References No definition available. + Details
Name: | us-gaap_InterestIncomeAndInterestExpenseDisclosureTableTextBlock
Namespace Prefix: | us-gaap_
Data Type: | dtr-types:textBlockItemType
Balance Type: | na
Period Type: | duration

X
- Definition Tabular disclosure of information pertaining to carrying amount and estimated fair value of short-term and long-term debt instruments or arrangements, including but not limited to, identification of terms, features, and collateral requirements. + References No definition available. + Details
Name: | us-gaap_ScheduleOfCarryingValuesAndEstimatedFairValuesOfDebtInstrumentsTableTextBlock
Namespace Prefix: | us-gaap_
Data Type: | dtr-types:textBlockItemType
Balance Type: | na
Period Type: | duration

X
- Definition Tabular disclosure of information related to converting stock into another financial instrument(s) in a noncash (or part noncash) transaction. + References Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef -Name Accounting Standards Codification -Topic 230 -SubTopic 10 -Section 50 -Paragraph 4 -Publisher FASB -URI https://asc.fasb.org/1943274/2147482913/230-10-50-4 Reference 2: http://fasb.org/us-gaap/role/ref/legacyRef -Name Accounting Standards Codification -Topic 230 -SubTopic 10 -Section 50 -Paragraph 3 -Publisher FASB -URI https://asc.fasb.org/1943274/2147482913/230-10-50-3 Reference 3: http://fasb.org/us-gaap/role/ref/legacyRef -Name Accounting Standards Codification -Topic 230 -SubTopic 10 -Section 50 -Paragraph 5 -Publisher FASB -URI https://asc.fasb.org/1943274/2147482913/230-10-50-5 + Details
Name: | us-gaap_ScheduleOfConversionsOfStockTextBlock
Namespace Prefix: | us-gaap_
Data Type: | dtr-types:textBlockItemType
Balance Type: | na
Period Type: | duration

X
- Definition Tabular disclosure of short-term or long-term contractual arrangements with lenders, including letters of credit, standby letters of credit, and revolving credit arrangements, under which borrowings can be made up to maximum amount as of any point in time conditional on satisfaction of specified terms before, as of and after the date of drawdowns on the line. + References Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef -Topic 210 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1 -Subparagraph (SX 210.5-02(22)(b)) -Publisher FASB -URI https://asc.fasb.org/1943274/2147480566/210-10-S99-1 Reference 2: http://fasb.org/us-gaap/role/ref/legacyRef -Topic 210 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1 -Subparagraph (SX 210.5-02(19)(b)) -Publisher FASB -URI https://asc.fasb.org/1943274/2147480566/210-10-S99-1 + Details
Name: | us-gaap_ScheduleOfLineOfCreditFacilitiesTextBlock
Namespace Prefix: | us-gaap_
Data Type: | dtr-types:textBlockItemType
Balance Type: | na
Period Type: | duration