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NOTICE OF FULL REDEMPTION DexCom, Inc.

Key Takeaway: NOTICE OF FULL REDEMPTION Pursuant to that certain Indenture dated as of May 12, 2017 (the Indenture ) between DexCom, Inc., a Delaware corporation (the Company ), and U.S. Bank National Association, as Trustee (the Trustee ), the Company originally issued $400,000,000 in princ

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NOTICE OF FULL REDEMPTION
Pursuant to that certain Indenture dated as of May 12, 2017 (the Indenture ) between DexCom, Inc., a Delaware
corporation (the Company ), and U.S. Bank National Association, as Trustee (the Trustee ), the Company originally issued $400,000,000 in principal amount of 0.75% Senior Convertible Notes due 2022
(the Notes ). This letter shall serve as formal notice pursuant to Section 3.02 of the Indenture that the Company has elected to redeem in full all of the outstanding Notes on July 31, 2020 (the
Key Information
Redemption Date: July 31, 2020
Redemption Price: 100% of the principal amount of Notes, plus accrued and unpaid interest, if any, to the Redemption Date
Applicable Conversion Price: $99.09 per share of Common Stock
Applicable Conversion Rate: 10.0918 shares of Common Stock per $1,000 principal amount of Notes
CUSIP Number of the Notes*: 252131 AF4
OPTIONS AVAILABLE TO HOLDERS OF NOTES
At any time prior to 5:00 p.m., New York City time, on July 30, 2020, the last business day prior to the Redemption Date, each $1,000.00
principal amount of the Notes is convertible, at the option of the holder, at the conversion price of $99.09 per share, into 10.0918 shares of the Company s common stock (the Common Stock ). The closing price of the
Common Stock as reported on the Nasdaq Global Select Market on June 26, 2020 was $383.06 per share. Holders of Notes are urged to obtain current market quotations for the Common Stock (Nasdaq: DXCM). In the event such conversion would
result in a fractional share of Common Stock, an amount equivalent to the value of the fractional share based on the closing sale price of the Common Stock on the conversion date will be paid in cash by the Company as provided in the Indenture. The
Settlement Method for all Notes so converted shall be Physical Settlement.
The conversion right expires at 5:00 p.m., New York City
time, on July 30, 2020 unless the Company fails to pay the Redemption Price. Any Notes which have not been properly delivered for conversion in accordance with the Indenture prior to such time will be automatically redeemed.
Holders who want to convert Notes into Common Stock must satisfy the requirements set forth in the Notes and in the Indenture. The address of U.S. Bank National Association, the conversion agent for the Notes, is as follows:
U.S. Bank National Association
West Side Flats Operations Center
60 Livingston Avenue, Mail Station EP-MN-WS2N
Any Notes which have not been converted into Common Stock on or prior to 5:00 p.m., New York City time, on July 30, 2020 will be redeemed
on the Redemption Date. Upon redemption, a holder will receive 100% of the principal amount of such holder s Notes (the Redemption Price ) and accrued and unpaid interest thereon to, but excluding, the Redemption Date.
On and after the Redemption Date, and unless the Company defaults in the payment of the Redemption Price, interest will cease to accrue and holders of Notes will not have any rights as such holders other than the right to receive 100% of the
principal amount of such holder s Notes, without further interest, upon surrender of their Notes to U.S. Bank National Association, in its capacity as payment agent (in such capacity, the Paying Agent ).
To receive payment of the Redemption Price and accrued and unpaid interest on the Notes to, but excluding, the Redemption Date, holders must
surrender the Notes to the Paying Agent for cancellation. The address of the Paying Agent is as follows:
U.S. Bank National Association
Global Corporate Trust Services
Attn: Specialized Finance
inquiring about this redemption, please have the Note number available. Please inform the customer service representative of the CUSIP number of the Notes. Customer Service can be reached at (800) 934-6802.
IMPORTANT INFORMATION REGARDING TAX CERTIFICATION AND POTENTIAL WITHHOLDING:
Pursuant to U.S. federal tax laws, you have a duty to provide the applicable type of tax certification form issued by the U.S. Internal
Revenue Service ( IRS ) to U.S. Bank National Association to ensure payments are reported accurately to you and to the IRS. In order to permit accurate withholding (or to prevent withholding), a complete and valid tax certification form
must be received by U.S. Bank National Association before payment of the redemption proceeds is made to you. Failure to timely provide a valid tax certification form as required will result in the maximum amount of U.S. withholding tax being
deducted from any redemption payment that is made to you.
QUESTIONS/FURTHER INFORMATION
If you have any questions regarding the redemption of the Notes or related matters, you may contact the following persons:
Indenture Trustee for the Notes The Company
U.S. Bank National Association Bondholder Communications Phone: (800) 934-6802 DexCom, Inc. 6340 Sequence Drive San Diego, CA 92121 (858) 200-0200
Last updated: Jun 29, 2020