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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of Earliest Event Reported): December 19, 2025
DEXCOM, INC.
(Exact Name of the Registrant as Specified in Its Charter)
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| Delaware | 000-51222 | 33-0857544 |
| (State or Other Jurisdiction of Incorporation) | (Commission File Number) | (I.R.S. Employer Identification No.) |
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6340 Sequence Drive, San Diego, CA | | 92121 |
(Address of Principal Executive Offices) | | (Zip Code) |
(858) 200-0200
(Registrant’s Telephone Number, Including Area Code)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
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| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
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| Title of Each Class | | Trading Symbol(s) | | Name of Each Exchange on Which Registered |
| Common Stock, $0.001 Par Value Per Share | | DXCM | | Nasdaq Global Select Market |
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| Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). | |
| | Emerging growth company | ☐ |
| If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. | ☐ |
ITEM 5.02. DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS OF CERTAIN OFFICERS.
As previously reported on the Current Report on Form 8-K filed on July 30, 2025, the Board of Directors (the “Board”) of DexCom, Inc. (“Dexcom” or the “Company”) appointed Jacob S. Leach, President and Chief Operating Officer, as the President and Chief Executive Officer and as a director of the Company, effective January 1, 2026, following Kevin R. Sayer’s resignation, effective as of such date. Mr. Leach has served as Dexcom’s interim principal executive officer in addition to his other duties since Mr. Sayer’s medical leave of absence, as previously reported on the Current Report on Form 8-K filed September 15, 2025.
In connection with Mr. Leach’s promotion to Chief Executive Officer, effective as of January 1, 2026, on December 19, 2025, Mr. Leach entered into an offer letter with the Company providing for an annual base salary of $1,150,000 and annual target bonus opportunity equal to 150% of his base salary. Pursuant to the terms of his offer letter, the Company also agreed to grant Mr. Leach restricted stock units with a fair value of $7,500,000, vesting annually over the three years following the date of grant, subject to Mr. Leach’s continued service. Also pursuant to the terms of his offer letter, the Company agreed to grant Mr. Leach performance stock units with a target fair value of $7,500,000, to vest if certain performance conditions established by the compensation committee are met, and subject to Mr. Leach’s continued service. Mr. Leach remains eligible to participate in the Company’s Amended and Restated Severance & Change in Control Plan as an executive officer and further remains eligible to participate in the employee benefit plans that Dexcom offers to its other employees.
The Board currently expects Mr. Sayer to return on or about March 2026 from his medical leave of absence. Mark Foletta will remain interim Chairman of the Board until Mr. Sayer’s return.
Biographical and other information for Mr. Leach is set forth in Dexcom’s definitive proxy statement on Schedule 14A filed with the Securities and Exchange Commission on March 27, 2025, and is incorporated herein by reference. There is no arrangement or understanding between Mr. Leach and any other persons pursuant to which such person was selected as an officer. There are no family relationships among any of Dexcom’s directors or executive officers and Mr. Leach, and Mr. Leach does not have any direct or indirect material interest in any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K.
ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS.
(d) Exhibits.
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| Number | | Description |
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| 10.1* | | |
| 104 | | Cover Page Interactive Data File (formatted as Inline XBRL) |
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| * | Represents a management contract or compensatory plan, contract or arrangement. |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
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| DEXCOM, INC. |
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| By: | | /s/ JEREME M. SYLVAIN Jereme M. Sylvain Executive Vice President, Chief Financial Officer |
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Date: | | December 22, 2025 |
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| | 6340 Sequence Drive San Diego, CA 92121 1-888-738-3646 www.dexcom.com |
December 19, 2025
Jake Leach
Via Email
Dear Jake:
Congratulations! Dexcom (“Dexcom”, or the “Company”) is pleased to confirm your promotion to become Chief Executive Officer. The effective date of your promotion will be January 1, 2026 (“Effective Date”) (at which time your service as President and Chief Operating Officer will cease), subject to the terms and conditions of this letter agreement and your continued employment with the Company through the Effective Date. Subject to your continued employment with the Company through the Effective Date, as of the Effective Date and during your employment as Chief Executive Officer of the Company, you shall serve as a member of the Company’s Board of Directors (the “Board”).
During your employment as Chief Executive Officer, you will report to the Board. Your principal work location will be at the Company’s office in San Diego, California, subject to necessary business travel. You shall be responsible for all duties customarily associated with the Chief Executive Officer of a publicly-traded company. You agree to devote your full-time working time, attention, and energies to the Company. During your employment with the Company, you will not engage in any business activity that is in conflict with your duties and obligations to the Company. You agree that you will not be employed by, or provide services to, any other person or entity (other than volunteer, unpaid services to educational, charitable, religious, or other non-profit organizations that do not interfere with your duties to the Company) without the prior written consent of the Board; provided, however, that, you shall not need prior approval to continue your service on the board of directors of SenesTech in the same capacity as you are serving as of the Effective Date.
As of the Effective Date, your annual base salary will be increased to $1,150,000 (your “Base Salary”), less payroll deductions and all required withholdings. You will be paid biweekly and will continue to be eligible to participate in the comprehensive benefit program that we offer to employees and their families, which includes medical, dental and vision insurance plans, a 401(k) investment program, and paid-time-off and holidays. Dexcom may, in its sole discretion, change or modify the benefit programs in which you participate.
As of the Effective Date, your target bonus opportunity for purposes of any annual bonus plan adopted under the Company’s Incentive Bonus Plan shall be equal to 150% of your Base Salary.
Subject to approval by the Compensation Committee, for the 2026 performance year and the Company’s annual long-term incentive program, you will be granted Restricted Stock Units (“RSUs”) representing a number of shares of the Company’s common stock with a value of $7,500,000 (“RSU Award”). The number of shares subject to this RSU Award will be determined by dividing this value by the average closing price of the Company’s common stock for the 30-trading day period ending five trading days prior to the grant date, rounded up to the nearest whole share. The shares underlying the RSU Award shall vest as follows: 1/3 of the shares underlying the RSU Award will vest on each of the first three annual anniversaries of the grant date, subject to the terms and conditions of the Company’s Amended and Restated 2015 Equity Incentive Plan (the “Plan”) and subject to your continuous Service (as defined in the Plan) on such dates. In addition, subject to approval by the Compensation Committee, for the 2026 performance year, you will be granted Performance Stock Units (“PSUs”) representing a number of shares of the Company’s common stock with a value of $7,500,000 (“PSU Award”). The number of shares subject to this PSU Award will be determined by dividing this value by the average closing price of the Company’s common stock for the 30-trading day period ending five trading days prior to the grant date, rounded up to the nearest whole share. The shares underlying the PSU Award shall vest based on the achievement of certain performance conditions established by the Compensation Committee, which shall be set forth in the applicable PSU Award agreement, and subject to your continuous Service (as defined in the Plan) through the achievement of the applicable performance conditions. The PSU Award shall be subject to the terms and conditions of the Plan. The RSU Award and PSU Award will be granted as part of the Company’s annual equity program in March 2026. In addition to the RSU Award and PSU Award, for each calendar year during your employment as Chief Executive Officer beginning 2027, you shall remain eligible to receive an annual equity award grant under the Plan in accordance with the Company’s annual grant practices and policies.
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| | 6340 Sequence Drive San Diego, CA 92121 1-888-738-3646 www.dexcom.com |
As a Dexcom employee, you will be expected to continue to abide by the Company’s rules and regulations, including the Employee Proprietary Information and Inventions Agreement attached hereto as Exhibit A, which you shall be required to execute as a condition to your promotion to Chief Executive Officer, and which prohibits unauthorized use or disclosure of Dexcom’s proprietary information among other prohibitions and obligations.
In your work for the Company, you will be expected not to use or disclose any confidential information, including trade secrets, of any former employer or other person to whom you have an obligation of confidentiality, or to otherwise violate any obligation to a prior employer in connection with your employment with the Company. Rather, you will be expected to use only that information which is generally known and used by persons with training and experience comparable to your own, which is common knowledge in the industry or otherwise legally in the public domain, or which is otherwise provided or developed by the Company.
Your employment relationship with Dexcom is at-will. Accordingly, you may terminate your employment with Dexcom at any time, for any reason whatsoever, simply by notifying the Company. Likewise, Dexcom may terminate your employment at any time, with or without cause or advance notice. In addition, you will be eligible to participate in Dexcom’s Amended and Restated Severance and Change in Control Plan, as may be amended from time to time (the “Severance & Change in Control Plan”).
This letter, together with your Employee Proprietary Information and Inventions Agreement and the Severance & Change in Control Plan, forms the complete and exclusive statement of your employment agreement with Dexcom. It supersedes any other agreements or promises made to you by anyone, whether oral or written, and it can only be modified in a written agreement signed by you and by the Board.
Please sign and date this letter and return it to me by December 22, 2025. Jake, we are excited to be extending this offer to you and look forward to working with you in your expanded role.
Sincerely,
/s/ Mark Foletta
Mark Foletta
Interim Chairman of the Board of Directors
Accepted and Agreed:
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| /s/ Jake Leach |
| Signature |
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| Jake Leach |
| Name |
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| 12/21/2025 |
| Date |
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| | 6340 Sequence Drive San Diego, CA 92121 1-888-738-3646 www.dexcom.com |
EXHIBIT A
Employee Proprietary Information and Inventions Agreement