Illumina (ILMN) CFO awarded RSUs and performance stock units tied to 2026–2028 goals

Rhea-AI Filing Summary

ILLUMINA, INC. reported that SVP and Chief Financial Officer Ankur Dhingra acquired equity awards on March 5, 2026. He received 9,358 shares of common stock as restricted stock units, which vest 25% each on February 15 of 2027, 2028, 2029, and 2030, subject to continued service.

He was also granted 10,918 performance stock units tied to three-year average consolidated non-GAAP earnings per share growth for fiscal years 2026–2028, and 10,918 performance stock units tied to relative total shareholder return for the fiscal year ending December 31, 2028. Each performance unit can settle into between 0% and 250% of the stated amount based on predefined objectives and continued service, and he held 34,264 shares of common stock directly after these grants.

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^*

Dhingra Ankur

(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)
	SVP, Chief Financial 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		9,358(1)	A	$128.24	34,264	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		10,918		(2)	12/31/2028	Common Stock	10,918	$128.24	10,918	D
Performance Shares	(3)	03/05/2026		A		10,918		(3)	12/31/2028	Common Stock	10,918	$128.24	10,918	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 Ankur Dhingra	03/09/2026
	** Signature of Reporting Person	Date
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FAQ

What equity awards did Illumina (ILMN) CFO Ankur Dhingra receive?

Ankur Dhingra received 9,358 restricted stock units and two performance stock unit grants of 10,918 units each. One performance award is tied to three-year non-GAAP EPS growth, and the other to relative total shareholder return, all subject to continued service.

How do the new Illumina (ILMN) restricted stock units vest for the CFO?

The 9,358 restricted stock units vest in four equal installments of 25% each. Vesting dates are February 15, 2027, February 15, 2028, February 15, 2029, and February 15, 2030, conditioned on Ankur Dhingra remaining a service provider on each vesting date.

What performance goals affect Illumina (ILMN) EPS-based performance stock units?

Each EPS-based performance stock unit can convert into one share of common stock. The actual number issued, from 0% to 250% of 10,918 units, depends on Illumina’s three-year average consolidated non-GAAP earnings per share growth for fiscal years 2026–2028 versus predefined objectives.

How are Illumina (ILMN) total shareholder return performance units structured?

Each TSR-based performance stock unit represents a contingent right to one share of common stock. Shares ultimately issued, from 0% to 250% of 10,918 units, depend on Illumina’s relative total shareholder return for the fiscal year ending December 31, 2028, against predefined performance objectives.

When do Illumina (ILMN) CFO performance stock units vest?

The EPS-based performance stock units vest on December 31, 2028, after assessing three-year average non-GAAP EPS growth for fiscal years 2026–2028. The TSR-based performance units also relate to performance through the fiscal year ending December 31, 2028, and are subject to continued service conditions.

How many Illumina (ILMN) common shares did the CFO hold after these awards?

After the March 5, 2026 equity awards, Ankur Dhingra directly held 34,264 shares of Illumina common stock. This total reflects the reported common stock position following the grant of 9,358 restricted stock units in addition to his previously held shares.