ILLUMINA, INC.

As of March 29, 2026, approximately 9.8 million shares remained available for future grants under the Second 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). In fiscal year 2026, we resumed issuing PSU for which the number of shares issuable is based on our performance relative to specified earnings per share targets (EPS PSU). For OM and EPS 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 2026, approximately 0.3 million shares were issued under the plan. As of March 29, 2026, approximately 11.5 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 2026 were as follows:

Share-Based Compensation

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

As of March 29, 2026, unrecognized compensation cost, related to restricted stock and ESPP shares issued to date, of $576 million is expected to be recognized over a weighted-average period of approximately 2.5 years.

Share Repurchases

In August 2024, our Board of Directors authorized a share repurchase program (the 2024 Repurchase Program), which canceled and superseded all prior and available repurchase authorizations, to repurchase up to $1.5 billion of our outstanding common stock.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 $400 million of our outstanding common stock remained available as of March 29, 2026.

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.

Subsequent to March 29, 2026 and through May 1, 2026, we repurchased an additional approximate 720,000 shares of our common stock for $90 million under the 2024 Repurchase Program. As of May 1, 2026, authorizations to repurchase up to approximately $310 million of our outstanding common stock remained available. On April 28, 2026, our Board of Directors authorized a new share repurchase program to repurchase up to $1.5 billion of our outstanding common stock (the 2026 Repurchase Program). The 2026 Repurchase Program is in addition to the $1.5 billion previously authorized by our Board of Directors under the 2024 Repurchase Program.