Illumina (ILMN) CLO Scott Davies awarded RSUs and performance stock units

Rhea-AI Filing Summary

Davies Scott M reported acquisition or exercise transactions in this Form 4 filing.

Illumina, Inc. Chief Legal Officer Scott M. Davies reported equity awards in the form of restricted stock units and performance stock units. He received 5,849 shares of common stock as restricted stock units that vest in four equal annual installments on February 15 of 2027, 2028, 2029, and 2030, subject to continued service.

He was also granted 6,824 performance stock units tied to three-year average consolidated non-GAAP earnings per share growth for fiscal years 2026-2028, vesting on December 31, 2028, and 6,824 performance stock units tied to relative total shareholder return for the fiscal year ending December 31, 2028. For each performance award, the actual shares delivered can range from 0% to 250% of the target amount based on performance against predefined objectives and continued service.

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Davies Scott M

(Last) (First) (Middle)

5200 ILLUMINA WAY

(Street)

SAN DIEGO CA 92122

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
ILLUMINA, INC. [ ILMN ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	Chief Legal Officer

3. Date of Earliest Transaction (Month/Day/Year)
03/05/2026

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock	03/05/2026		A		5,849(1)	A	$128.24	22,183	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Performance Shares	(2)	03/05/2026		A		6,824		(2)	12/31/2028	Common Stock	6,824	$128.24	6,824	D
Performance Shares	(3)	03/05/2026		A		6,824		(3)	12/31/2028	Common Stock	6,824	$128.24	6,824	D

Explanation of Responses:

1. Grant of restricted stock units shall vest as follows: 25% of the shares subject to the award shall vest on each of February 15, 2027, February 15, 2028, February 15, 2029, and February 15, 2030, subject to awardee's continuing status as a service provider on such dates.

2. Each performance stock unit represents a contingent right to receive one share of common stock based on the Company's three-year average consolidated non-GAAP earnings per share growth for fiscal years 2026-2028 with vesting on December 31, 2028. The number of shares issued will range from 0% to 250% of the amount specified above, based on the Company's actual three-year average consolidated non-GAAP earnings per share growth for fiscal years 2026-2028, relative to pre-defined objectives, subject to awardee's continuing to be a service provider on such dates.

3. Each performance stock unit represents a contingent right to receive one share of common stock based on the Company's relative total shareholder return for the fiscal year ending December 31, 2028. The number of shares issued will range from 0% to 250% of the amount specified above, based on the company's relative total shareholder return for the fiscal year ending December 31, 2028, relative to pre-defined objectives, subject to the awardee's continuing status as a service provider on such dates.

	Robert Maynes for Scott M. Davies	03/09/2026
	** Signature of Reporting Person	Date
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FAQ

What did Illumina (ILMN) Chief Legal Officer Scott Davies report on this Form 4?

Scott Davies reported equity awards in the form of restricted stock units and performance stock units. These awards grant rights to receive Illumina common shares in the future, subject to multi-year vesting schedules, performance goals, and his continued status as a service provider.

How many restricted stock units did Scott Davies receive from Illumina (ILMN)?

Scott Davies received 5,849 restricted stock units of Illumina common stock. These units vest 25% each on February 15, 2027, 2028, 2029, and 2030, provided he continues as a service provider through each vesting date under the award’s terms.

What performance conditions apply to Scott Davies’ EPS-based performance stock units at Illumina (ILMN)?

One grant of 6,824 performance stock units is tied to Illumina’s three-year average consolidated non-GAAP earnings per share growth for fiscal years 2026-2028. Vesting occurs on December 31, 2028, with payout ranging from 0% to 250% of target based on predefined EPS objectives.

How are Scott Davies’ total shareholder return performance stock units structured at Illumina (ILMN)?

A separate grant of 6,824 performance stock units is linked to Illumina’s relative total shareholder return for the fiscal year ending December 31, 2028. The actual shares issued can range from 0% to 250% of target, depending on performance versus predefined TSR objectives and continued service.

When do Scott Davies’ Illumina (ILMN) performance stock units vest?

The EPS-based performance stock units vest on December 31, 2028, after measuring Illumina’s three-year EPS growth for fiscal years 2026-2028. The total shareholder return performance stock units are measured over the fiscal year ending December 31, 2028, with vesting tied to that performance period.