ILLUMINA INC

In Q1 2025, our Board of Directors approved, subject to stockholder approval, an amendment and restatement of the Amended and Restated 2015 Stock and Incentive Compensation Plan to, among other things, increase the maximum number of shares authorized for issuance by 7.9 million shares. Stockholders will vote on the amendment and restatement of the Amended and Restated 2015 Stock and Incentive Compensation Plan at our annual meeting of stockholders on May 21, 2025. As of March 30, 2025, approximately 3.1 million shares remained available for future grants under the Amended and Restated 2015 Stock and Incentive Compensation Plan.

Restricted Stock

Restricted stock activity was as follows:

(1)We issue PSU for which the number of shares issuable is based on our performance relative to specified operating margin targets (OM PSU) and PSU with a market condition that vest based on the Company’s relative total shareholder return as compared to a peer group of companies (rTSR PSU). Beginning in fiscal year 2025, we no longer issue PSU for which the number of shares issuable is based on our performance relative to specified earnings per share targets. For OM PSU, the number of units reflect the estimated number of shares to be issued at the end of the performance period. For rTSR PSU, the number of units reflect the estimated number of shares to be issued based on performance as of the current reporting period. Awarded units are presented net of performance adjustments.

Employee Stock Purchase Plan (ESPP)

The price at which common stock is purchased under the ESPP is equal to 85% of the fair market value of the common stock on the first day of the offering period or purchase date, whichever is lower. During Q1 2025, approximately 0.4 million shares were issued under the plan. As of March 30, 2025, approximately 12.0 million shares remained available for issuance under the ESPP.

The assumptions used and the resulting estimate of weighted-average fair value per share for stock purchased under the ESPP during Q1 2025 were as follows:

Share-Based Compensation

Share-based compensation expense reported in our consolidated statements of operations was as follows:

(1)In Q1 2024, we recognized share-based compensation expense related to GRAIL liability-classified awards of $29 million.

As of March 30, 2025, unrecognized compensation cost, related to restricted stock and ESPP shares issued to date, of $687 million was expected to be recognized over a weighted-average period of approximately 2.7 years.

Share Repurchases

In August 2024, our Board of Directors authorized a new share repurchase program, which cancels and supersedes all prior and available repurchase authorizations, to repurchase up to $1.5 billion of our outstanding common stock. The repurchases may be completed through open market purchases, pursuant to Rule 10b5-1 or Rule 10b-18, or through an accelerated share repurchase program. Authorizations to repurchase up to $1.2 billion of our outstanding common stock remained available as of March 30, 2025.

Share repurchase activity during Q1 2025 was as follows:

(1)Total cost of shares repurchased includes the 1% excise tax imposed as part of the Inflation Reduction Act of 2022, which is calculated based on share repurchases, net of certain share issuances, and was immaterial for Q1 2025.