ILLUMINA, INC.

In Q2 2025, the Company’s stockholders approved an amendment and restatement of the Amended and Restated 2015 Stock and Incentive Compensation Plan (2015 Stock Plan) to, among other things, increase the maximum number of shares authorized for issuance by 7.9 million shares. As of September 28, 2025, approximately 11.5 million shares remained available for future grants under the Second Amended and Restated 2015 Stock 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 YTD 2025, approximately 0.6 million shares were issued under the plan. As of September 28, 2025, approximately 11.8 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 YTD 2025 were as follows:

Share-Based Compensation

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

(1)We recognized expense related to GRAIL liability-classified awards of $52 million in YTD 2024.

As of September 28, 2025, unrecognized compensation cost, related to restricted stock and ESPP shares issued to date, of $462 million was expected to be recognized over a weighted-average period of approximately 2.3 years.

Share Repurchases

In August 2024, our Board of Directors authorized a share repurchase program, which canceled and superseded all prior and available repurchase authorizations, to repurchase up to $1.5 billion of our outstanding common stock.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 approximately $684 million of our outstanding common stock remained available as of September 28, 2025.

Share repurchase activity 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 all periods presented.