v3.26.3
Debt
 9 Months Ended
Sep. 30, 2026
Debt Disclosure [Abstract]  
Debt
4. Debt
Senior Convertible Notes
As of September 30, 2026 and December 31, 2025, the if-converted value of our unsecured senior convertible notes due 2028, or 2028 Notes, did not exceed their outstanding principal amount. Our unsecured senior convertible notes due 2025, or 2025 Notes, matured in November 2025 and we repaid the principal of $1.21 billion entirely in cash on the maturity date.
The carrying amounts of our senior convertible notes were as follows:
(In millions)September 30, 2026December 31, 2025
Principal amount:
2028 Notes
$1,250.0 $1,250.0 
Unamortized debt issuance costs(6.3)(9.1)
Carrying amount of senior convertible notes$1,243.7 $1,240.9 
The following table summarizes the components of interest expense and the effective interest rates for our senior convertible notes:
Three Months Ended
September 30,		Nine Months Ended
September 30,
(In millions)2026202520262025
Cash interest expense:
Contractual coupon interest (1)
$1.1 $1.9 $3.5 $5.8 
Non-cash interest expense:
Amortization of debt issuance costs1.0 1.8 2.9 5.4 
Total interest expense recognized on senior notes$2.1 $3.7 $6.4 $11.2 
Effective interest rate:
2025 Notes
*0.5 %*0.5 %
2028 Notes
0.7 %0.7 %0.7 %0.7 %
(1) Interest on the 2025 Notes began accruing upon issuance and was payable semi-annually on May 15 and November 15 of each year until the 2025 Notes matured in November 2025. Interest on the 2028 Notes began accruing upon issuance and is payable semi-annually on May 15 and November 15 of each year.
* Not applicable as no notes were outstanding in the relevant period.
Fair Value of Senior Convertible Notes
The fair value, based on trading prices (Level 1 inputs), of our senior convertible notes were as follows:
Fair Value Measurements Using Level 1
(In millions)September 30, 2026December 31, 2025
2028 Notes
$1,185.5 $1,152.1 
Convertible Debt Summary
The following table summarizes key details of the 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)
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 2028 Notes may be settled upon conversion in cash, stock, or a combination thereof, solely at our discretion.
We use the if-converted method for assumed conversion of our senior convertible notes to compute the weighted average shares of common stock outstanding for diluted earnings per share.
No principal payments are due on any of our senior convertible notes prior to maturity. Other than restrictions relating to certain fundamental changes and consolidations, mergers or asset sales and customary anti-dilution adjustments, the indentures relating to our senior convertible notes include customary terms and covenants, including certain events of default after which the senior convertible notes may be due and payable immediately.
2028 Capped Call Transactions
In May 2023, in connection with the offering of the 2028 Notes, we entered into privately negotiated capped call transactions, or the 2028 Capped Calls, with certain financial institutions. The 2028 Capped Calls cover, subject to anti-dilution adjustments substantially similar to those applicable to the 2028 Notes, the number of shares of our common stock initially underlying the 2028 Notes. The 2028 Capped Calls are expected generally to reduce potential dilution to our common stock upon conversion of the 2028 Notes and/or offset any cash payments that we are required to make in excess of the principal amount of converted 2028 Notes, as the case may be, with such reduction and/or offset subject to a cap. The 2028 Capped Calls have an initial cap price of $212.62 per share, subject to adjustments, which represents a premium of 80% over the closing price of our common stock of $118.12 per share on the Nasdaq Global Select Market on May 2, 2023. The cost to purchase the 2028 Capped Calls of $101.3 million was recorded as a reduction to additional paid-in capital in our condensed consolidated balance sheets as the 2028 Capped Calls met the criteria for classification in stockholders’ equity.
Conversion Rights for Senior Convertible Notes
Holders of our outstanding senior convertible notes have the right to require us to repurchase for cash all or a portion of their notes at 100% of their principal amount, plus any accrued and unpaid interest, upon the occurrence of a fundamental change (as defined in the applicable indenture relating to the notes). We are also required to increase the conversion rate for holders who convert their notes in connection with certain fundamental changes occurring prior to the maturity date or following the delivery by Dexcom of a notice of redemption.
The following table outlines the conversion options related to our 2028 Notes:
Summary of Conversions Rights at the Option of the Holders for the 2028 Notes, or 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 February 15, 2028 for the 2028 Notes 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 second scheduled trading day immediately preceding the maturity date
(1) Circumstance 1 is available after the calendar quarter ended September 30, 2023 for the 2028 Notes.
(2) Circumstance 5 is available on or after February 15, 2028 for the 2028 Notes.
Summary of Conversion Right at the Option of the Company for the 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 2028 Notes prior to May 20, 2026. Dexcom has the right to redeem the 2028 Notes on or after May 20, 2026 and prior to February 15, 2028.
Conversion Activity for Senior Convertible Notes
There was no conversion activity for the 2028 Notes for the nine months ended September 30, 2026.
Credit Agreement
On September 14, 2026, we terminated our existing credit agreement, and entered into a new five-year credit agreement, or the Credit Agreement, which provides for a $200.0 million unsecured revolving credit facility, or the Credit Facility, scheduled to mature in September 2031. The Credit Facility includes a contingent accordion feature that allows us to request increases in the revolving commitments in an aggregate amount up to the greater of (i) 100% of EBITDA as of the increase effective date and (ii) 100% of EBITDA for the trailing four quarters, contingent upon the satisfaction of certain conditions and lender approval. The Credit Facility also includes a $75.0 million sublimit for the issuance of letters of credit.
Borrowings under the Credit Facility bear interest at a variable base rate, determined by the currency and type of borrowing, plus an applicable margin based on our long-term credit rating or total net leverage ratio. As of September 30, 2026, we had no outstanding borrowings, $8.7 million in outstanding letters of credit, and $191.3 million available for borrowing under the Credit Facility. Funds borrowed under the Credit Facility may be used for general corporate purposes.
The Credit Agreement contains customary representations, warranties, affirmative and negative covenants, and events of default. Financial covenants require us to maintain a minimum interest coverage ratio and a maximum total net leverage ratio. As of September 30, 2026, we were in compliance with these covenants.
As of September 30, 2026, we have other guarantee facilities related to certain international operations that are partially collateralized, which are included in non-current “Other assets” on our condensed consolidated balance sheets. These facilities are not significant to the condensed consolidated financial statements.