Illumina (NASDAQ: ILMN) CTO awarded restricted and performance stock units

Rhea-AI Filing Summary

Illumina, Inc. SVP and Chief Technology Officer Steven Barnard reported equity awards in the form of restricted stock units and performance stock units. He acquired 7,603 shares of common stock as restricted stock units and 8,871 performance stock units in each of two separate awards.

According to the terms, 25% of the restricted stock units vest on each of February 15, 2027, February 15, 2028, February 15, 2029, and February 15, 2030, as long as he continues as a service provider. One performance stock unit award will pay out from 0% to 250% of 8,871 shares 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 other performance stock unit award will pay out from 0% to 250% of 8,871 shares based on relative total shareholder return for the fiscal year ending December 31, 2028, subject to 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

OMB APPROVAL

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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^*

Barnard Steven

(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 Technology 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		7,603(1)	A	$128.24	41,335(2)	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	(3)	03/05/2026		A		8,871		(3)	12/31/2028	Common Stock	8,871	$128.24	8,871	D
Performance Shares	(4)	03/05/2026		A		8,871		(4)	12/31/2028	Common Stock	8,871	$128.74	8,871	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. Balance includes 297 shares acquired through Employee Stock Purchase Plan.

3. 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.

4. 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.

	By: Robert Maynes for Steven Barnard	03/09/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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FAQ

What type of insider transaction did Illumina (ILMN) report for Steven Barnard?

Illumina reported that Steven Barnard received equity awards, not open-market trades. He acquired restricted stock units and performance stock units as compensation, all classified as grants or awards rather than stock purchases or sales in the market.

How many restricted stock units did Illumina (ILMN) grant to Steven Barnard?

Illumina granted 7,603 restricted stock units of common stock to Steven Barnard. These units represent shares that will be delivered over time, subject to a multi-year vesting schedule and his continued status as a service provider with the company.

When do Steven Barnard’s restricted stock units in Illumina (ILMN) vest?

Barnard’s restricted stock units vest in four equal installments. Twenty-five percent of the shares vest on each of February 15, 2027, February 15, 2028, February 15, 2029, and February 15, 2030, provided he remains a service provider on each vesting date.

What performance conditions apply to Steven Barnard’s Illumina (ILMN) performance stock units based on EPS growth?

One performance stock unit award is tied to Illumina’s three-year average consolidated non-GAAP earnings per share growth for fiscal years 2026–2028. Depending on performance relative to predefined objectives, the payout can range from 0% to 250% of 8,871 shares.

How is the second set of Illumina (ILMN) performance stock units for Steven Barnard determined?

The second performance stock unit award is based on Illumina’s relative total shareholder return for the fiscal year ending December 31, 2028. Depending on performance against predefined objectives, the number of shares issued can range from 0% to 250% of the 8,871-share target.

When do Steven Barnard’s Illumina (ILMN) performance stock units vest?

The earnings-per-share based performance stock units vest on December 31, 2028, if performance targets are met and he continues as a service provider. The relative total shareholder return units also depend on performance for the fiscal year ending December 31, 2028, with continued service required.