The opinion
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8 UNITED STATES DISTRICT COURT
9 SOUTHERN DISTRICT OF CALIFORNIA
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11 Case No.: 24-cv-1485-RSH-VET
IN RE: DEXCOM, INC. CLASS
12 ACTION SECURITIES LITIGATION
ORDER ON DEFENDANTS’
13 MOTION TO STRIKE AND
MOTION TO DISMISS
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15 [ECF Nos. 69, 70]
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19 Before the Court are a motion to strike and a motion to dismiss Lead Plaintiff’s
20 Second Amended Consolidated Complaint (“SACC”), filed by defendants Dexcom Inc.
21 (“Dexcom”), Kevin Sayer, Jereme Sylvain, and Teri Lawver. ECF Nos. 69, 70. Pursuant
22 to Local Civil Rule 7.1(d)(1), the Court finds the motions presented appropriate for
23 resolution without oral argument. For the reasons below, the Court denies Defendants’
24 motion to strike and grants Defendants’ motion to dismiss.
25 I. BACKGROUND
26 Lead Plaintiff National Elevator Industry Pension Fund brings this consolidated
27 putative class action against Dexcom and its current and former senior executives—
28 defendants Sayer (former Chief Executive Officer), Sylvain (Chief Financial Officer) and
1 Lawver (former Chief Commercial Officer)—on behalf of all persons or entities who
2 purchased or otherwise acquired Dexcom securities between April 28, 2023 and July 25,
3 2024 (“Class Period”).
4 A. Factual Background
5 The facts of this case are set forth in the Court’s September 9, 2025 order on
6 Defendants’ motion to dismiss Plaintiff’s Consolidated Amended Complaint, which the
7 Court incorporates by reference. ECF No. 47 at 1–4. For completeness, the Court
8 summarizes Plaintiff’s allegations as set forth in the SACC below.
9 Dexcom is a San Diego–based medical device company that designs, develops, and
10 sells continuous glucose monitoring devices (“CGMs”). SACC at ¶¶ 3, 23. Dexcom and its
11 competitor, Abbott Laboratories (“Abbott”), are the principal players in the CGM market.
12 Id. at ¶ 5. According to the SACC, Dexcom has traditionally focused on patients with Type
13 1 diabetes and insulin-intensive Type 2 diabetes, whereas Abbott has held a substantial
14 advantage among Type 2 patients using basal insulin stemming from, amongst other things,
15 its relationship with primary care physicians and its lower out-of-pocket pricing. Id. at ¶¶
16 5–7, 42, 46–50
17 In April 2023, the Centers for Medicare & Medicaid Services expanded Medicare
18 coverage for CGMs to include Type 2 basal-insulin patients. Id. at ¶ 51. Dexcom promoted
19 the expansion as an opportunity to gain market share in the Type 2 Basal market, citing its
20 sales force and relationships with durable medical equipment suppliers. Id. at ¶¶ 52–58.
21 Dexcom’s ability to compete with Abbott, however, was allegedly hindered by its lack of
22 established relationships with primary care physicians, absence of a comparable rebate
23 program, and transition to pharmacy fulfillment. Id. at ¶¶ 48, 55.
24 After allegedly losing ground to Abbott, Dexcom expanded and reorganized its sales
25 force. Id. ¶¶ 59–62. Plaintiff alleges, however, that Defendants continued to present an
26 unduly favorable picture of Dexcom’s performance in the Type 2 Basal market. In
27 particular, defendant Sylvain represented that Dexcom was “taking share” even though
28 contemporaneous IQVIA script-level data showed that Abbott was winning approximately
1 seven out of ten new basal prescriptions and held approximately 70% of the total basal
2 market in both January and April 2024. Id. ¶¶ 243–46, 252–55. Plaintiff further alleges that
3 Dexcom was losing share in the DME channel and lagging behind Abbott among primary
4 care physician prescribers. Id. ¶¶ 247–48, 256–57.
5 In April 2024, Dexcom raised the midpoint of its revenue guidance. Id. ¶¶ 70–74.
6 However, only three months later, Dexcom reduced its full-year revenue guidance by $300
7 million, and its stock price fell by more than 40%. Id. ¶¶ 16, 70–82.
8 B. Procedural Background
9 This consolidated action combines three securities class actions against Defendants:
10 Alonzo v. Dexcom Inc., 24cv1485-RSH-VET, Oakland County Employees’ Retirement
11 Systems v. Dexcom Inc., 24cv1804-RSH-VET and Carnes v. Dexcom Inc., 24cv1809-RSH-
12 VET (“Related Actions”).
13 1. Consolidated Complaint
14 On December 13, 2024, the Court consolidated the Related Actions and appointed
15 the National Elevator Industry Pension Fund as Lead Plaintiff and Robbins Geller LLP as
16 Lead Counsel. ECF No. 19 at 15–16. On January 27, 2025, pursuant to the Court’s
17 direction, Plaintiff filed a Consolidated Complaint. ECF No. 27. Plaintiff challenged
18 fourteen statements made by the Individual Defendants between April 27, 2023 and June
19 5, 2024, alleging that they violated Section 10(b) of the Securities Exchange Act of 1934
20 (“Exchange Act”) and Rule 10b-5. Id. at ¶¶ 67–185.
21 On May 14, 2025, the Court granted Defendants’ motion to dismiss with leave to
22 amend, concluding that the Consolidated Complaint failed to clearly identify the statements
23 (or portions of statements) Plaintiff alleged to be false or misleading. See ECF No. 36.
24 2. Amended Consolidated Complaint
25 On May 28, 2025, Plaintiff filed an Amended Consolidated Complaint. ECF No. 37.
26 Defendants filed a motion to dismiss Plaintiff’s Amended Consolidated Complaint on June
27 11, 2025. ECF No. 39. On September 9, 2025, the Court granted in part and denied in part
28 Defendants’ motion to dismiss. ECF No. 47. Specifically, the Court concluded Plaintiff
1 had adequately pleaded falsity and scienter as to portions of two statements—Statements J
2 and K—made by Sylvain representing that Dexcom was “taking share” based on “script
3 data.” Id. at 26–29, 35. The Court dismissed without leave to amend Plaintiff’s claims
4 based on the remaining challenged statements. Id. at 36–37.
5 On October 10, 2025, Defendants moved for judgment on the pleadings as to
6 Statements J and K. ECF No. 54. On January 7, 2026, the Court granted the motion with
7 leave to amend, concluding that Abbott’s alleged capture of seven out of ten new
8 prescriptions did not necessarily contradict Sylvain’s statements that Dexcom was “taking
9 share” because Dexcom could have increased its overall market share while capturing only
10 a minority of new prescriptions. ECF No. 66 at 5–10. The Court therefore held that Plaintiff
11 had not sufficiently alleged Statements J and K were false or misleading when made and
12 permitted amendment only as to those statements. Id. at 10.
13 3. Second Amended Consolidated Complaint
14 On February 6, 2026, Plaintiff filed its SACC—the operative pleading in this case.
15 ECF No. 68. On February 20, 2026, Defendants filed a motion to strike and, separately, a
16 motion to dismiss the SACC. ECF Nos. 69, 70. Defendants opposed both motions and
17 Plaintiff filed replies. ECF Nos. 71–74.
18 II. LEGAL STANDARD
19 A. Section 10(b) and Rule 10b-5
20 Section 10(b) of the Exchange Act makes it unlawful:
21 To use or employ, in connection with the purchase or sale of any
22 security registered on a national securities exchange . . . any
manipulative or deceptive device or contrivance in contravention of
23 such rules and regulations as the [SEC] may prescribe as necessary or
24 appropriate in the public interest or for the protection of investors.
25 15 U.S.C. § 78j(b).
26 ///
27 ///
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1 One such rule promulgated under the Exchange Act is Rule 10b-5, which declares it
2 unlawful:
3 (a) To employ any device, scheme, or artifice to defraud,
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(b) To make any untrue statement of a material fact or to omit to state
5 a material fact necessary in order to make the statements made, in the
light of the circumstances under which they were made, not misleading,
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or
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(c) To engage in any act, practice, or course of business which operates
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or would operate as a fraud or deceit upon any person, in connection
9 with the purchase or sale of any security.
10 17 C.F.R. § 240.10b-5; Zucco Partners, LLC v. Digimarc Corp., 552 F.3d 981, 989–90
11 (9th Cir. 2009).
12 “In a typical § 10(b) private action based on material misrepresentations or
13 omissions, a plaintiff must prove (1) a material misrepresentation or omission by the
14 defendant; (2) scienter; (3) a connection between the misrepresentation or omission and
15 the purchase or sale of a security; (4) reliance upon the misrepresentation or omission; (5)
16 economic loss; and (6) loss causation.” Alphabet Sec. Litig., R.I. v. Alphabet, Inc., 1 F.4th
17 687, 699 (9th Cir. 2021) (internal quotation marks omitted); Curry v. Yelp Inc., 875 F.3d
18 1219, 1224 (9th Cir. 2017).
19 B. Pleading Requirements
20 Securities fraud complaints “face heightened pleading requirements.” Okla.
21 Firefighters Pension & Ret. Sys. v. Nektar Therapeutics (In re Nektar Therapeutics Sec.
22 Litig.), 34 F.4th 828, 835 (9th Cir. 2022). At the pleading stage, a complaint stating claims
23 “under § 10(b) and Rule 10b-5 must satisfy the dual pleading requisites of Federal Rule of
24 Civil Procedure 9(b) and the [Private Securities Litigation Reform Act (“PSLRA”)].” Nat’l
25 Elevator Indus. Pension Fund v. VeriFone Holdings, Inc. (In re VeriFone Holdings, Inc.
26 Sec. Litig.), 704 F.3d 694, 701 (9th Cir. 2012). “These requirements present no small hurdle
27 for the securities fraud plaintiff.” Id.; see Glazer Capital Mgmt., L.P. v. Forescout Techs.,
28 Inc., 63 F.4th 747, 765 (9th Cir. 2023) (“[T]he PSLRA imposes formidable pleading
1 requirements to properly state a claim and avoid dismissal under Rule 12(b)(6).”) (internal
2 quotation marks omitted).
3 III. ANALYSIS
4 A. Challenged Statements
5 As noted above, following the Court’s September 9, 2025, and January 7, 2026
6 orders, two statements remain at issue in this case: Statements J and K, both made by
7 defendant Sylvain.
8 Statement J was made on February 8, 2024 during a conference call discussing
9 Dexcom’s Q4 2023 results:
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[Analyst]: Looking at the domestic performance, there’s been a clear
11 acceleration in the back half of ‘23 on a 2-year stacked basis. And I’m
wondering specifically if that’s just basal that’s helping there. It looks
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like it’s as much as 200, maybe 250 basis points of the acceleration. Is
13 that the primary contributor to the domestic acceleration? What should
we think about in terms of basal contribution to the topline this year?
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And are we inflecting right now as far as basal adoption goes with CGM
15 here in the States?
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[Sylvain]: Yes. It’s a good question. Let me maybe just give some color
17 as to how we’re thinking about the guidance. As you see the
performance in the back half of the year, a lot of that has to do with
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being the most accurate sensor, launching with the G7 form factor and
19 then, of course, having the basal coverage there. And so when you think
about it, and you can see the share taking when you look at the script
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data, we are taking share. And having the sensor – the most advanced
21 sensor on the market is the driver there. So that’s taking share.
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Now within those spaces, basal is a contributor, no question. As that
23 category expands and we take share within that category, that does
contribute to the overall numbers. And so you are right, basal is a
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contributor, but it has as much to do with us taking share as it does with
25 category expansion. So think about both of those as contributors.
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As you think about 2024, we’ve talked a little bit about the adoption
27 rate, basal in total adopting in this back half of the year around 9% to
10% per year on a per annum basis. The guide assumes about 8% there.
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1 was more like 6% to 7% per year. So we are seeing basal going faster
than what was in our long-range plan. And what’s great about that is as
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we continue to take share and the category grows a little faster than
3 expected, that will help contribute over the longer haul.
4 SACC at ¶¶ 243–45.
5 Statement K was made on April 25, 2024 during a conference call discussing
6 Dexcom’s Q1 2024 results:
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[Analyst]: So wanted to ask on basal, just any visibility you can give on
8 how that’s been scaling? Obviously, a record new start quarter this
quarter. I would assume basal is contributing nicely to that. But what
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do the sequential patterns look like the last few quarters? Is it still
10 sequentially growing at a pretty healthy rate, I’d assume, but any color
you can provide there?
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12 And also, there’s been some debate, obviously, on market share within
the basal population here in the U.S. Just would love kind of any insight
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you can provide on that front as well. Thanks.
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[Sylvain]: Yeah. So I can take that one. Thanks, Jeff. I think when we
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talked about what we expected this year, we really talked about it in the
16 context of basal adoption across the entire population. And we talked
about exiting the year right around that 15% adoption across the basal
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population in the US and the year moving over the course of the year
18 to 23%. So about 8 points of penetration.
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So far through the first quarter, things are going as we expected. Record
20 new patients, I think, helps enforce that. And you are correct, a good
chunk of our new patients are coming through that basal channel, and
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we continue to see really well performance in that category. So
22 qualitatively, the things we talked about, the excitement in that channel,
those still remain.
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24 In terms of share taking and how we look at that category, we get script
data, we look at script data based on pathology. The debate–there’s no
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debate internally to us. We know we’re taking share, and we see that
26 data. And I think a lot of you guys see that data. So for what it’s worth,
that data is out there, you can see the scripts continuing to come our
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way.
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1 For the . . . purpose we talked about, when we have coverage and when
we compete head-to-head, we’ve typically won. So I think we maybe
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disagree with some comments out there, but I think the data is clear.
3 When you look at the script data, I think it will continue to demonstrate
where this is going over time. Hope that helps.
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5 Id. at ¶¶ 252–53.
6 B. Theories of Falsity
7 Plaintiff advances four theories as to why the challenged portions of Statements J
8 and K—Sylvain’s representations that Dexcom was “taking share” based on “script
9 data”—were false or misleading: (1) contemporaneous IQVIA data showed that Abbott
10 was winning approximately seven of every ten new basal prescriptions; (2) the same data
11 showed that Abbott continued to hold approximately 70% of the total basal market,
12 compared with Dexcom’s approximately 30% share; (3) Dexcom was losing market share
13 in the DME channel, which was critical to serving Medicare basal patients; and (4) Dexcom
14 was losing to Abbott among primary care physician prescribers, who treated most Type 2
15 basal patients. Id. ¶¶ 245–48, 254–57. According to Plaintiff, Defendants’ failure to
16 disclose these adverse facts rendered Sylvain’s statements materially misleading because
17 they created the impression that Dexcom was successfully competing with Abbott in the
18 newly covered Type 2 Basal market. Id. at ¶¶ 249, 258.
19 1. False or Misleading—Standards
20 “In the securities fraud context, statements and omissions are actionably false or
21 misleading if they directly contradict what the defendant knew at that time, or create an
22 impression of a state of affairs that differs in a material way from the one that actually
23 exists[.]” Amalgamated Bank v. Facebook, Inc. (In re Facebook, Inc. Sec. Litig.), 84 F.4th
24 844, 858 (9th Cir. 2023) (internal quotation marks and citations omitted). “Even if a
25 statement is not false, it may be misleading if it omits material information.” Khoja v.
26 Orexigen Therapeutics, Inc., 899 F.3d 988, 1008–09 (9th Cir. 2018). “When defendants
27 tout positive information to the market, they must do so in a manner that wouldn’t mislead
28 investors, including disclosing adverse information that cuts against the positive
1 information.” Glazer, 63 F.4th at 765. Nevertheless, “[Section] 10(b) and Rule 10b-5(b) do
2 not create an affirmative duty to disclose any and all material information.” Matrixx, 563
3 U.S. at 44. “Disclosure is required under these provisions only when necessary to make . .
4 . statements made, in the light of the circumstances under which they were made, not
5 misleading.” Id. at 44–45
6 “The PSLRA has exacting requirements for pleading ‘falsity.’” Metzler Inv. GMBH
7 v. Corinthian Colls., Inc., 540 F.3d 1049, 1070 (9th Cir. 2008). Under the PLSRA, a
8 plaintiff’s complaint must “specify each statement alleged to have been misleading, the
9 reason or reasons why the statement is misleading, and, if an allegation regarding the
10 statement or omission is made on information and belief, the complaint shall state with
11 particularity all facts on which that belief is formed.” 15 U.S.C. § 78u-4(b)(1). “By
12 requiring specificity, [the PLSRA] prevents a plaintiff from skirting dismissal by filing a
13 complaint laden with vague allegations of deception unaccompanied by a particularized
14 explanation stating why the defendant’s alleged statements or omissions are deceitful.”
15 Metzler, 540 F.3d at 1061.
16 2. Application to Statements J and K
17 The Court turns to Plaintiff’s theories of falsity. Plaintiff first contends that
18 contemporaneous IQVIA data and Dexcom’s performance in the DME distribution and
19 primary care physician prescriber segments contradicted Sylvain’s representations that
20 Dexcom was “taking share. SACC at ¶¶ 245–48, 254–57. Defendants respond that the
21 Court already rejected the central premise underlying these theories in its January 7, 2026
22 order. ECF No. 70-1 at 17–18. The Court agrees with Defendants.
23 As the Court previously explained in its January 7, 2026 order, Abbott’s capture of
24 seven out of ten new basal prescriptions does not necessarily contradict Sylvain’s
25 representation that Dexcom was “taking share” based on “script data.” Overall market
26 share and new prescriptions are different metrics: a company with a smaller starting
27 position may increase its overall market share even while capturing fewer new customers
28 than its competitor. ECF No. 66 at 6–9. The same reasoning applies to Plaintiff’s remaining
1 theories. A company may increase its overall market share while losing share in a particular
2 distribution channel or underperforming amongst a particular category of prescribers.
3 The Parties’ own hypotheticals illustrate this distinction. Although the Parties
4 dispute the magnitude of Dexcom’s increase in total basal market share between January
5 and April 2024, both Parties’ hypothetical calculations reflect an increase. Under Plaintiff’s
6 hypothetical, Dexcom’s share increased from 28.8% to 28.9%, whereas Defendants
7 calculate that it increased from 28.8% to 30.2%. Compare ECF No. 54-1 at 13 with 71 at
8 14.1 Even using Plaintiff’s more conservative calculation, Dexcom gained market share—
9 albeit in small measure—even while Abbott retained a substantial majority of the market
10 and captured most new prescriptions.
11 Plaintiff alternatively contends that, even if literally true, Sylvain’s representations
12 in Statements J and K were misleading “half-truths” because he failed to disclose the four
13 adverse facts identified above. ECF No. 71 at 23–24. Plaintiff characterizes the resulting
14 impression Sylvain’s statements made in the absence of this information in various ways:
15 that Sylvain’s statement gave the impression that Dexcom was “gaining competitive share
16 in the newly-covered basal market” or, even more broadly, that Sylvain was conveying a
17 “sweeping narrative” of “competitive success.” SACC ¶¶ 243, 246; ECF No. 71 at 22.
18 This argument is unpersuasive. At its core, Plaintiff argues Defendants should have
19 provided “a more fulsome report.” Police Ret. Sys. v. Intuitive Surgical, Inc., 759 F.3d
20 1051, 1061 (9th Cir. 2014). But “[t]he securities laws do not demand such reporting.” Id.;
21 see Matrixx, 563 U.S. at 44. Instead, “Rule 10b-5 . . . prohibit[s] only misleading and untrue
22 statements, not statements that are incomplete.” Brody v. Transitional Hosps. Corp., 280
23 F.3d 997, 1006 (9th Cir. 2002). As the Ninth Circuit has explained, “[o]ften, a statement
24 will not mislead even if it is incomplete or does not include all relevant facts.” Id. Instead,
25 “[t]o be actionable under the securities laws, an omission must be misleading; in other
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1 The Court takes no position on the accuracy of either calculation or the assumptions
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1 words it must affirmatively create an impression of a state of affairs that differs in a material
2 way from the one that actually exists.” Id; see City of Hallandale Beach Police v. LifeLock,
3 Inc. (In re Lifelock Sec. Litig.), 690 F. App’x 947, 952 (9th Cir. 2017) (“Plaintiffs focus
4 generically on what they say is missing from [defendant]’s disclosures and argue that if
5 you are going to say something, you must say everything, that your discussion must be
6 ‘complete and accurate.’ This assertion is not entirely accurate.”).
7 Plaintiff has not adequately alleged how the above omissions create such an
8 impression here. To the extent Plaintiff alleges Sylvain was referencing Dexcom’s share
9 of the overall basal market, the alleged impression was accurate: under both Parties’
10 calculations, Dexcom’s share increased. While Abbott’s continuing lead, its capture of
11 most new prescriptions, and Dexcom’s alleged difficulties in particular channels and
12 prescriber segments may have provided additional context, those facts did not negate
13 Sylvain’s narrower representation that Dexcom’s overall basal market share was
14 increasing. See Macomb Cnty. Emps.’ Ret. Sys. v. Align Tech., Inc., 39 F.4th 1092, 1100
15 (9th Cir. 2022) (rejecting the argument that the disclosure of positive facts imposed a duty
16 to disclose negative facts where the challenged statements did not create a false
17 impression); Menon v. Maxeon Solar Techs., Ltd., No. 24-CV-03869-EMC, 2025 WL
18 1223559, at *15 (N.D. Cal. Apr. 28, 2025) (“[A]ccurately reported historical information,
19 such as sales and profit data, is not actionable because it is rarely subject to
20 misinterpretation[.]”) (internal quotation marks omitted); Elec. Workers Pension Fund,
21 Loc. 103, I.B.E.W. v. HP Inc., No. 20-CV-01260-SI, 2021 WL 4199273, at *4 (N.D. Cal.
22 Sept. 15, 2021) (holding that the plaintiff failed to plead falsity of statements that market
23 share increased where the relevant market shares did not decrease).
24 To the extent Plaintiff instead construes “taking share” as conveying some particular
25 degree of competitive success beyond an increase in overall market share, the SACC does
26 not plead facts supporting this alternative meaning. Sylvain did not quantify Dexcom’s
27 market share gain, represent that Dexcom was winning most new prescriptions, or claim
28 that Dexcom had overtaken Abbott or materially narrowed its lead. He also did not state
1 that Dexcom was gaining share in every distribution channel or among every category of
2 prescribers. “Where, as here, a plaintiff claims that the words used in a statement have
3 some special or nuanced meaning that differs from what the literal words suggest, the
4 plaintiff must plead facts that will support this crucial premise in order to satisfy the
5 PSLRA’s requirement that a private securities plaintiff adequately plead the reason or
6 reasons why [a] statement is misleading.” See Wochos v. Tesla, Inc., 985 F.3d 1180, 1193–
7 94 (9th Cir. 2021) (internal quotation marks omitted).
8 Even were the Court to accept Plaintiff’s broader interpretation of Sylvain’s
9 statements, Plaintiff does not define an objective benchmark against which to determine
10 whether the alleged representation of “competitive success” was false or misleading. The
11 SACC does not allege what share of new prescriptions Dexcom needed to win, how
12 substantially it needed to narrow Abbott’s lead, or what increase in market share would
13 qualify as “competitive success”—or explain why a reasonable investor would understand
14 Sylvain’s use of “taking share” to convey such a threshold. Plaintiff’s newly alleged theory
15 therefore appears to reframe an objectively verifiable statement—that Dexcom’s overall
16 market share was increasing—as a subjective assessment of Dexcom’s performance.
17 Plaintiff’s broader interpretation does not therefore support an actionable theory of falsity.
18 See Retail Wholesale & Dep’t Store Union Local 338 Ret. Fund v. Hewlett-Packard Co.,
19 845 F.3d 1268, 1275 (9th Cir. 2017) (“To be misleading, a statement must be capable of
20 objective verification.”) (internal quotation marks omitted).
21 For these reasons, the Court concludes Plaintiff’s SACC does not sufficiently allege
22 how Statements J and K were false or misleading when made.
23 IV. LEAVE TO AMEND
24 Under Federal Rule of Civil Procedure 15(a)(2), a court should “freely give leave
25 [to amend] when justice so requires.” Fed. R. Civ. P. 15(a)(2). This liberal policy, however,
26 is subject to limitations. Cafasso v. Gen. Dynamics C4 Sys., Inc., 637 F.3d 1047, 1058 (9th
27 Cir. 2011). In particular, “[t]he district court’s discretion to deny leave to amend is
28 particularly broad where plaintiff has previously amended the complaint.” Id. (quoting
| || Ascon Props., Inc. v. Mobil Oil Co., 866 F.2d 1149, 1160 (9th Cir. 1989)).
2 Here, the Court has already afforded Plaintiff two opportunities to amend. On May
3 || 14, 2025, the Court dismissed the Consolidated Complaint with leave to amend, because it
4 failed to clearly identify the challenged statements and explain why they were false or
5 misleading. ECF No. 36 at 9-10. After Plaintiff amended its pleading, the Court granted
6 ||judgment on the pleadings as to Statements J and K with leave to amend, because the
7 || Amended Consolidated Complaint did not sufficiently allege how those statements were
8 || false or misleading when made. ECF No. 66 at 6-10.
9 The Court finds further amendment would be futile and DENIES Plaintiff leave to
10 |}amend. See Zucco, 552 F.3d at 1007 (holding plaintiff's failure to correct deficiencies in its
11 second amended complaint was a “strong indication” that plaintiff had “no additional facts
12 || to plead’’) (internal quotation marks omitted).
13 CONCLUSION
14 For the reasons set forth above, the Court GRANTS Defendants’ motion to dismiss
15 to Statements J and K WITHOUT LEAVE TO AMEND. In light of the Court’s ruling
16 ||above, the Court DENIES Defendant’s motion to strike Plaintiff's SACC as moot. The
17 Clerk of Court is directed to close the case.
18 IT IS SO ORDERED.
19 || Dated: August 27, 2026 fekut C / ‘
20
>] Hon. Robert S. Huie
United States District Judge
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