Form 4: Dexcom Executive Chair Sayer's Stock Vesting & Tax Withholding
Insider Transaction Report
Dexcom Executive Chair Kevin R. Sayer reported the vesting of performance-based restricted stock units and subsequent tax withholding, increasing his direct beneficial ownership.
Summary
- Kevin R. Sayer, Executive Chair and Director of Dexcom Inc. (DXCM), reported changes in his beneficial ownership.
- On January 29, 2026, Sayer acquired 71,218 shares of common stock at a price of $0 upon the vesting of performance-based restricted stock units (PSUs).
- These PSUs were granted on March 9, 2023, and vested due to the achievement of performance conditions.
- Concurrently, 34,257 shares were disposed of at $73.36 to cover tax withholding and remittance obligations related to the net settlement of the PSUs. This was not a sale by Sayer.
- Following these transactions, Sayer directly beneficially owns 408,990 shares of common stock.
- This total includes 138,091 unvested restricted stock units with various vesting schedules through March 8, 2028.
Sentiment
Score: 6
Explanation: StockSavvy.ai views this as slightly positive, reflecting the achievement of performance conditions for the vesting of PSUs, which is a positive indicator of company performance against set goals. The tax withholding is a neutral, administrative event.
Positives
- The vesting of 71,218 performance-based restricted stock units (PSUs) indicates that performance conditions set by the company were met.
- The acquisition of shares at $0 price represents a gain for the reporting person.
Future Outlook
The filing indicates future vesting events for 138,091 unvested restricted stock units, with schedules extending through March 8, 2028.
Industry Context
StockSavvy.ai notes that routine insider transactions, such as the vesting of equity awards and subsequent tax withholding, are common across the medical device and technology sectors. These events reflect standard executive compensation practices and do not typically signal broader industry trends or competitive shifts.
Corporate Governance
| Change Type | Description | Effective Date | Impact Assessment |
|---|---|---|---|
| Power of Attorney Delegation | Kevin Sayer granted a Power of Attorney to Jereme Sylvain, Christophe Cantenot, and Stephanie Fong, authorizing them to prepare, execute, and file SEC forms (including Forms 3, 4, 5, 13D, 13G, and 144) on his behalf. This also includes managing his EDGAR account. | 2025-05-12 | Enhances administrative efficiency for SEC compliance for the reporting person, ensuring timely and accurate filings. |
Stakeholder Impact
- Shareholders: Minor impact, as this is a routine executive compensation event and does not reflect a change in company strategy or financial health.
- Employees: No direct impact mentioned.
- Management: Reflects standard compensation practices and successful achievement of performance targets for the Executive Chair.
Next Steps
- Continued vesting of 85,490 restricted stock units granted on March 8, 2025, through March 8, 2028.
- Continued vesting of 34,461 restricted stock units granted on March 8, 2024, through March 8, 2027.
- Continued vesting of 18,140 restricted stock units granted on March 9, 2023, through March 8, 2026.
Key Dates
| Date | Description |
|---|---|
| 2023-03-09 | Grant date of performance-based restricted stock units (PSUs) that vested on January 29, 2026, and grant date of 18,140 unvested restricted stock units. |
| 2024-03-08 | Grant date of 34,461 unvested restricted stock units. |
| 2025-03-08 | Grant date of 85,490 unvested restricted stock units. |
| 2025-05-12 | Date of Power of Attorney granted by Kevin Sayer to Jereme Sylvain, Christophe Cantenot, and Stephanie Fong. |
| 2026-01-29 | Transaction date for the vesting of 71,218 performance-based restricted stock units and the disposition of 34,257 shares for tax withholding. |
| 2026-02-02 | Filing date of the Form 4. |
| 2026-03-08 | Vesting end date for 18,140 unvested restricted stock units granted on March 9, 2023. |
| 2027-03-08 | Vesting end date for 34,461 unvested restricted stock units granted on March 8, 2024. |
| 2028-03-08 | Vesting end date for 85,490 unvested restricted stock units granted on March 8, 2025. |
Keywords
Dexcom, DXCM, Kevin Sayer, Form 4, Insider Transaction, Beneficial Ownership, Restricted Stock Units, PSUs, Stock Vesting, Tax Withholding, Executive Compensation
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