Item 8.01 Other Events.

On May 11, 2020, DexCom, Inc. ("DexCom") issued a press release announcing that it proposes to offer, subject to market conditions and other factors, $850.0 million aggregate principal amount of Convertible Senior Notes due 2025 (the "Notes") in a private placement to qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933, as amended. DexCom also intends to grant the initial purchasers of the Notes a 13-day option to purchase up to an additional $150.0 million aggregate principal amount of Notes. A copy of the press release announcing the proposed offering of the Notes is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.




(d) Exhibits.

 Exhibit
 Number          Description

   99.1            Press release dated May 11, 2020 announcing the proposed offering
                 of the Notes.

   104           Cover Page Interactive Data File (formatted as Inline XBRL)

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