Equity awards tie Illumina, Inc. (ILMN) CCO pay to EPS and TSR

Rhea-AI Filing Summary

Sullivan Michael C reported acquisition or exercise transactions in this Form 4 filing.

Illumina, Inc. granted Chief Commercial Officer Michael C. Sullivan equity awards on August 5, 2026. These included 4,503 restricted stock units of common stock at $199.87 per share, vesting 25% on each of the first four anniversaries of grant. He also received two performance stock unit awards of 5,254 units each, settling in common shares on December 31, 2028 based on three-year non-GAAP EPS growth and relative total shareholder return, with actual payout ranging from 0% to 250% of target, subject to continued service.

Insider Trade Summary

Net Buyer: 4,503 shares

Net Buy 3 txns

Insider Sullivan Michael C

Role Chief Commercial Officer

Type	Security	Shares	Price	Value
Grant/Award	Performance Shares F2	5,254	$0.00	$0.00
Grant/Award	Performance Shares F3	5,254	$0.00	$0.00
Grant/Award	Common Stock F1	4,503	$199.87	$900K

Holdings After Transaction: Performance Shares — 10,508 shares (Direct); Common Stock — 4,503 shares (Direct)

Footnotes (3)

1. F1. Grant of restricted stock units with 25% of the shares subject to the award vesting on each of the first, second, third and fourth anniversaries of the date of grant, subject to the awardee's continuing to be a service provider on such dates.
2. F2. 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. F3. 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.

Key Figures

Restricted stock units granted: 4,503 shares RSU vesting schedule: 25% per year RSU grant price: $199.87 per share +4 more

7 metrics

Restricted stock units granted 4,503 shares Grant of restricted stock units of common stock on August 5, 2026

RSU vesting schedule 25% per year 25% of RSU shares vest on each of the first four anniversaries of grant

RSU grant price $199.87 per share Transaction price per share for the 4,503-share restricted stock unit award

Performance stock units per award 5,254 units Each of the two performance share grants covers 5,254 units of common stock

Performance payout range 0%–250% of target Actual shares issued under each performance grant can range from 0% to 250% of target units

Performance period (EPS units) 2026–2028 EPS-based performance units measured on three-year average non-GAAP EPS growth for fiscal 2026–2028

Vesting date (performance units) December 31, 2028 Both EPS-based and TSR-based performance stock units vest on December 31, 2028

Key Terms

restricted stock units, performance stock unit, non-GAAP earnings per share, relative total shareholder return

4 terms

restricted stock units financial

"Grant of restricted stock units with 25% of the shares subject to the award vesting"

Restricted stock units are a type of company reward where employees are promised shares of stock, but they only fully own these shares after meeting certain conditions, like staying with the company for a set time. They matter because they can become valuable assets and are often used to motivate employees to help the company succeed.

performance stock unit financial

"Each performance stock unit represents a contingent right to receive one share of common stock"

A performance stock unit is a type of reward companies give to employees, usually managers, that depends on how well the company performs over time. If the company hits specific goals, the employee earns shares of stock, like earning a prize for reaching certain levels in a game. It motivates employees to work hard because their rewards are tied to the company's success.

non-GAAP earnings per share financial

"three-year average consolidated non-GAAP earnings per share growth for fiscal years 2026-2028"

Non-GAAP earnings per share is a company’s reported profit per share after removing certain items that management considers one-time, unusual, or not part of regular operations, such as restructuring costs, stock-based compensation, or asset write-downs. Investors use it like an “adjusted score” to see what management believes is the company’s ongoing, core profitability, but because the adjustments vary between firms it should be compared carefully across companies.

relative total shareholder return financial

"based on the Company's relative total shareholder return for the fiscal year ending December 31, 2028"

Relative total shareholder return measures how much an investor’s gain from a company — including stock price changes and dividends — beats or lags a chosen benchmark or peer group over a set time. Think of it as a race: it shows whether the company outpaced rivals or the market, which helps investors and boards judge performance, compare returns fairly, and link results to pay or investment decisions.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Available on EDGAR 08/07/2026 - 04:57 PM Accepted by SEC EDGAR 08/07/2026 - 04:56 PM Learn about SEC filing dates

FAQ

What equity awards did Illumina (ILMN) grant to Chief Commercial Officer Michael C. Sullivan?

Illumina granted Michael C. Sullivan 4,503 restricted stock units and two separate performance stock unit awards of 5,254 units each. The performance units may settle in common shares in 2028 based on non-GAAP EPS growth and relative total shareholder return, subject to service.

How do Sullivan’s 4,503 Illumina (ILMN) restricted stock units vest?

The 4,503 restricted stock units vest in four equal annual installments of 25% each. Vesting occurs on the first, second, third and fourth anniversaries of the August 5, 2026 grant date, provided Sullivan continues as a service provider on those dates.

What are the performance conditions for Sullivan’s EPS-based stock units at Illumina (ILMN)?

Each EPS-based performance stock unit equals one share, with payout based on three-year average consolidated non-GAAP EPS growth for fiscal years 2026–2028. Shares vest on December 31, 2028, with actual issuance ranging from 0% to 250% of the 5,254-unit target, subject to continued service.

How are Sullivan’s TSR-based performance stock units at Illumina (ILMN) structured?

Each TSR-based performance stock unit equals one share, with payout tied to Illumina’s relative total shareholder return for fiscal year ending December 31, 2028. Shares issued can range from 0% to 250% of the 5,254-unit target, contingent on performance and continued service.

Were Michael C. Sullivan’s Illumina (ILMN) awards open-market stock purchases?

No. The Form 4 reports grants of restricted stock units and performance stock units, not open-market purchases. The performance awards show a per-share transaction price of $0.00, indicating compensation grants rather than cash purchases of Illumina common stock.

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

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

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^*

Sullivan Michael C

(Last) (First) (Middle)

5200 ILLUMINA WAY

(Street)

SAN DIEGO CALIFORNIA 92122

(City) (State) (Zip)

UNITED STATES

(Country)

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 Commercial Officer

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
08/05/2026

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

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

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

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	08/05/2026		A		4,503(1)	A	$199.87	4,503	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)	08/05/2026		A		5,254		(2)	12/31/2028	Common Stock	5,254	$0	5,254	D
Performance Shares	(3)	08/05/2026		A		5,254		(3)	12/31/2028	Common Stock	5,254	$0	5,254	D

Explanation of Responses:

1. Grant of restricted stock units with 25% of the shares subject to the award vesting on each of the first, second, third and fourth anniversaries of the date of grant, subject to the awardee's continuing to be 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 Michael C Sullivan	08/07/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
* Form 4: SEC 1474 (03-26)