FULLTEXT DEL 3 AV 3
10-K – 2026-02-12 – ilmn-20251228.htm
In millions December 28, 2025 December 29, 2024 December 31, 2023 Balance at beginning of year $ 232 $ 210 $ 153 Increases related to prior year tax positions 14 2 27 Decreases related to prior year tax positions — ( 2 ) ( 2 ) Increases related to current year tax positions 11 23 42 Decreases related to lapse of statute of limitations ( 4 ) ( 1 ) ( 10 ) Balance at end of year $ 253 $ 232 $ 210 Included in the balance of uncertain tax positions as of December 28, 2025 and December 29, 2024, was $ 216 million and $ 202 million, respectively, of net unrecognized tax benefits that, if recognized, would reduce the effective income tax rate in future periods. Any interest and penalties related to uncertain tax positions are reflected in the provision for income taxes. We recognized expense of $ 9 million, $ 6 million, and $ 2 million in 2025, 2024, and 2023, respectively, related to potential interest and penalties on uncertain tax positions. We recorded a liability for potential interest and penalties of $ 23 million and $ 13 million as of December 28, 2025 and December 29, 2024, respectively. Tax years 1997 to 2024 remain subject to future examination by the major tax jurisdictions in which we are subject to tax. The Internal Revenue Service recently began an examination of the U.S. Corporation Income Tax Returns for tax years 2021 through 2024. Given the uncertainty of potential adjustments from examination as well as the potential expiration of the statute of limitations, it is reasonably possible that the balance of unrecognized tax benefits could change significantly over the next 12 months. Due to the number of years remaining that are subject to examination, we are unable to estimate the full range of possible adjustments to the balance of gross unrecognized tax benefits. The following table summarizes income taxes paid (net of refunds): In millions 2025 2024 2023 Federal $ 22 $ 31 $ ( 2 ) State 7 — 4 Foreign 44 74 63 Total $ 73 $ 105 $ 65 90 Table of Contents ILLUMINA, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued) The following table summarizes components of income tax paid (net of refunds received) exceeding 5% of the annual total by jurisdiction: In millions 2025 2024 2023 Federal $ 22 $ 31 * California $ 5 * * Maryland * * $ 3 Brazil * $ 10 * China $ 10 * $ 14 Germany $ 4 * $ 6 Israel * * $ 7 Netherlands $ 5 * * United Kingdom $ 6 $ 31 $ 17 _____________ * Income tax paid (net of refunds received) did not exceed 5% of the annual total by jurisdiction. 11. EMPLOYEE BENEFIT PLANS Retirement Plan We have a 401(k) savings plan covering substantially all of our employees in the United States, as well as other defined contribution plans covering certain non-U.S. employees. During 2025, 2024, and 2023, we made matching contributions of $ 48 million, $ 45 million, and $ 46 million, respectively, related to our defined contribution plans. Deferred Compensation Plan The Illumina, Inc. Deferred Compensation Plan (the Plan) allows senior level employees to contribute up to 60 % of their base salary and 100 % of their variable cash compensation, and members of the board of directors to contribute up to 100 % of their director fees and equity awards. Under the Plan, we credit the participants’ contributions with earnings that reflect the performance of certain independent investment funds. On a discretionary basis, we may also make employer contributions to participant accounts in any amount determined by us. The vesting schedules of employer contributions are at the sole discretion of the Compensation Committee. However, all employer contributions shall become 100 % vested upon the occurrence of the participant’s disability, death or retirement or a change in control of Illumina. The benefits under this plan are unsecured. Participants are generally eligible to receive payment of their vested benefit at the end of their elected deferral period or after termination of their employment for any reason or at a later date to comply with the restrictions of Section 409A. We established a rabbi trust for the benefit of the participants under the Plan and have included the assets of the trust in other assets in the consolidated balance sheets. As of December 28, 2025 and December 29, 2024, the assets of the trust were $ 79 million and $ 70 million, respectively, and our liabilities, included in accrued liabilities, were $ 72 million and $ 65 million, respectively. Changes in the value of the assets held by the trust are recorded in other income (expense), net, and changes in the value of the deferred compensation liabilities are recorded in operating expense. 12. SEGMENT AND GEOGRAPHIC INFORMATION Reportable Segment Information As of December 28, 2025, we have one reportable segment, Core Illumina. Prior to the Spin-Off of GRAIL, on June 24, 2024, our reportable segments included both Core Illumina and GRAIL. See note 8 . GRAIL Spin-Off for details. We continue to disclose certain historical information for GRAIL prior to the Spin-Off. Segment information is consistent with how our Chief Operating Decision Maker (CODM), who is our Chief Executive Officer, reviews financial information, makes operating decisions, allocates resources, and assesses performance. We also consider the way budgets and forecasts are prepared and reviewed and the basis on which executive compensation is determined. 91 Table of Contents ILLUMINA, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued) Core Illumina: Core Illumina’s products and services serve customers in the research, clinical and applied markets, and enable the adoption of a variety of genomic solutions. Core Illumina sells products and provides services to GRAIL, and vice versa, in accordance with contractual agreements between the entities. GRAIL: GRAIL is a healthcare company focused on early detection of multiple cancers. Prior to the Spin-Off of GRAIL into a separate, independent public company, GRAIL was required to be held and operated separately and independently from Illumina pursuant to the transitional measures ordered by the European Commission. Our CODM allocates resources and evaluates business performance based on revenues and net income (loss). Net income (loss) is used in the annual budgeting and monthly forecasting processes and to monitor and assess budgeted/forecasted versus actual results. Our CODM does not evaluate segments using asset information. The accounting policies for segments are the same as those described in the summary of significant accounting policies. The following tables present selected financial information with respect to segments for the periods presented: In millions 2025 2024 2023 Core Illumina: Revenue (1) $ 4,343 $ 4,332 $ 4,438 Less: Cost of revenue 1,473 1,424 1,582 Research and development 967 988 1,030 Selling and marketing 618 638 648 General and administrative 468 262 600 Goodwill and intangible impairment — 3 6 Legal contingency and settlement 10 ( 456 ) 20 Core Illumina income from operations 807 1,473 552 GRAIL: Revenue — 55 93 Total operating expenses (2) — 2,360 1,714 Consolidated other income (expense), net 279 ( 346 ) ( 48 ) Consolidated provision for income taxes 236 44 44 Intersegment eliminations — ( 1 ) — Consolidated net income (loss) $ 850 $ ( 1,223 ) $ ( 1,161 ) _____________ (1) Core Illumina revenue for 2024 and 2023 included intercompany revenue of $ 15 million and $ 26 million, respectively. (2) GRAIL operating expenses are inclusive of cost of revenue, research and development, selling and marketing, general and administrative, and goodwill and intangible impairment for the comparative periods prior to the Spin-Off on June 24, 2024. In millions 2025 2024 2023 Depreciation and amortization: Core Illumina $ 270 $ 280 $ 273 GRAIL — 74 159 Consolidated depreciation and amortization $ 270 $ 354 $ 432 Capital expenditures: Core Illumina $ 148 $ 137 $ 183 GRAIL — 5 13 Eliminations — — ( 1 ) Consolidated capital expenditures $ 148 $ 142 $ 195 92 Table of Contents ILLUMINA, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued) Geographic Data Long-lived assets, consisting of property and equipment and operating lease right-of-use assets, were as follows: In millions December 28, 2025 December 29, 2024 United States $ 660 $ 750 Singapore 281 279 United Kingdom 119 124 Other countries 69 81 Total long-lived assets, net $ 1,129 $ 1,234 Refer to note 2. Revenue for revenue by geographic area. 13. SUBSEQUENT EVENTS On January 30, 2026, we acquired SomaLogic and other specified assets from Standard BioTools for a $ 350 million upfront cash payment, subject to customary adjustments. The Stock Purchase Agreement, which we entered into on June 22, 2025, further provides for, in connection with the revenues generated from certain products and services, (i) royalty streams and (ii) up to $ 75 million in potential milestone payments to Standard BioTools. We also acquired an intellectual property portfolio on January 30, 2026 for a $ 50 million upfront cash payment. 93 Table of Contents CONTROLS AND PROCEDURES We design our internal controls to provide reasonable assurance that (1) our transactions are properly authorized; (2) our assets are safeguarded against unauthorized or improper use; and (3) our transactions are properly recorded and reported in conformity with U.S. generally accepted accounting principles. We also maintain internal controls and procedures to ensure that we comply with applicable laws and our established financial policies. In the third quarter of 2025, we began implementation efforts related to an upgrade of our global enterprise resource planning (ERP) system. The upgraded ERP system is expected to enhance the flow of financial information, facilitate data analysis, and accelerate information reporting. The upgraded ERP system is expected to become operational in the first half of 2027. As part of this implementation effort, we may make changes to our processes and procedures which, in turn, could materially affect our internal controls over financial reporting. We will monitor, evaluate, and report the impact of such changes, if any, on our internal controls over financial reporting in the periods in which they occur. During the fourth quarter of 2025, we continued to monitor and evaluate the design and operating effectiveness of key controls. There were no changes in our internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) of the Exchange Act) that materially affected or are reasonably likely to materially affect internal control over financial reporting. Our management, under the supervision and with the participation of our chief executive officer (CEO) and chief financial officer (CFO), has evaluated the effectiveness of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (Exchange Act)), as of the end of the period covered by this Annual Report on Form 10-K. Based on such evaluation, our CEO and CFO have concluded that as of December 28, 2025, our disclosure controls and procedures are designed at a reasonable assurance level and are effective to provide reasonable assurance that information we are required to disclose in reports that we file or submit under the Exchange Act is recorded, processed, summarized, and reported within the time periods specified in the rules and forms of the Securities and Exchange Commission (SEC), and that such information is accumulated and communicated to our management, including our CEO and CFO, as appropriate, to allow timely decisions regarding required disclosure. MANAGEMENT’S REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING Our management is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in Exchange Act Rules 13a-15(f). Because of its inherent limitations, internal control over financial reporting may not prevent or detect all misstatements. Therefore, even those systems determined to be effective can provide only reasonable assurance with respect to financial statement preparation and presentation. We conducted an evaluation of the effectiveness of our internal control over financial reporting based on the framework in Internal Control - Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework). Based on this evaluation, our management has concluded that our internal control over financial reporting was effective as of December 28, 2025. The effectiveness of our internal control over financial reporting as of December 28, 2025 has been audited by Ernst & Young LLP, an independent registered public accounting firm, as stated in their report which is included herein. 94 Table of Contents REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM To the Stockholders and the Board of Directors of Illumina, Inc. Opinion on Internal Control Over Financial Reporting We have audited Illumina, Inc.’s internal control over financial reporting as of December 28, 2025, based on criteria established in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework) (the COSO criteria). In our opinion, Illumina, Inc. (the Company) maintained, in all material respects, effective internal control over financial reporting as of December 28, 2025, based on the COSO criteria. We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated balance sheets of the Company as of December 28, 2025 and December 29, 2024, the related consolidated statements of operations, comprehensive income (loss), stockholders’ equity and cash flows for each of the three years in the period ended December 28, 2025, and the related notes and our report dated February 11, 2026 expressed an unqualified opinion thereon. Basis for Opinion The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting included in the accompanying Management’s Report on Internal Control over Financial Reporting. Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion. Definition and Limitations of Internal Control Over Financial Reporting A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. /s/ Ernst & Young LLP San Diego, California February 11, 2026 95 Table of Contents ADOPTIONS, MODIFICATIONS OR TERMINATIONS OF TRADING PLANS During the quarterly period ended December 28, 2025, the following directors and officers adopted, modified or terminated 10b5-1 plans: • On November 11, 2025 , Everett Cunningham , our Chief Commercial Officer , entered in a new arrangement intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). On February 9, 2026 , Mr. Cunningham terminated this new arrangement in connection with his departure from the Company on January 16, 2026. The arrangement provided for the sale of up to 8,118 shares and would have terminated by its terms on November 11, 2026 . • On November 12, 2025 , Patricia Leckman , our Chief People Officer , entered in a new arrangement intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). The arrangement terminates on November 12, 2026 and provides for the sale of up to 2,370 shares. • On November 21, 2025 , Scott Davies , our Chief Legal Officer , entered in a new arrangement intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). The arrangement terminates on December 28, 2026 and provides for the sale of up to 4,251 shares. Other than as disclosed above, during the quarterly period ended December 28, 2025, none of the Company’s directors or officers adopted, modified or terminated any “ Rule 10b5-1 trading arrangement ” or any “ non-Rule 10b5-1 trading arrangement ,” in each case as such term is defined in Item 408 of Regulation S-K. 96 Table of Contents DIRECTORS, EXECUTIVE OFFICERS, AND CORPORATE GOVERNANCE Directors Information concerning our directors is incorporated by reference from the section entitled “Proposal One: Election of Directors,” “Information About Directors,” “Director Compensation,” and “Board of Directors and Corporate Governance” to be contained in our definitive Proxy Statement with respect to our 2026 Annual Meeting of Stockholders to be filed with the SEC no later than April 27, 2026. Executive Officers Information concerning our executive officers is incorporated by reference from the section entitled “Executive Officers” to be contained in our definitive Proxy Statement with respect to our 2026 Annual Meeting of Stockholders to be filed with the SEC no later than April 27, 2026. Corporate Governance Section 16(a) of the Exchange Act Information concerning compliance with Section 16(a) of the Securities Exchange Act of 1934 is incorporated by reference from the section entitled “Section 16(a) Beneficial Ownership Reporting Compliance” to be contained in our definitive Proxy Statement with respect to our 2026 Annual Meeting of Stockholders to be filed with the SEC no later than April 27, 2026. Audit Committee Financial Expert Information concerning the audit committee financial expert as defined by the SEC rules adopted pursuant to the Sarbanes-Oxley Act of 2002 is incorporated by reference from the section entitled “Board of Directors and Corporate Governance” to be contained in our definitive Proxy Statement with respect to our 2026 Annual Meeting of Stockholders to be filed with the SEC no later than April 27, 2026. Code of Conduct We have a code of conduct for our directors, officers, and employees, which is available on our website at www.illumina.com in the Corporate Governance portal of the Investor Information section under “Company.” A copy of the Code of Conduct is available in print free of charge to any stockholder who requests a copy. Interested parties may address a written request for a printed copy of the Code of Ethics to: Corporate Secretary, Illumina, Inc., 5200 Illumina Way, San Diego, California 92122. We intend to satisfy the disclosure requirement regarding any amendment to, or a waiver from, a provision of the Code of Ethics for our principal executive officer, principal financial officer, principal accounting officer or controller, or persons performing similar functions, by posting such information on our website. The information on, or that can be accessed from, our website is not incorporated by reference into this report. EXECUTIVE COMPENSATION Information concerning executive compensation is incorporated by reference from the sections entitled “Compensation Discussion and Analysis,” “Director Compensation,” and “Executive Compensation” to be contained in our definitive Proxy Statement with respect to our 2026 Annual Meeting of Stockholders to be filed with the SEC no later than April 27, 2026. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS Information concerning the security ownership of certain beneficial owners and management and information covering securities authorized for issuance under equity compensation plans is incorporated by reference from the sections entitled “Stock Ownership of Principal Stockholders and Management,” “Executive Compensation,” and “Equity Compensation Plan Information” to be contained in our definitive Proxy Statement with respect to our 2026 Annual Meeting of Stockholders to be filed with the SEC no later than April 27, 2026. 97 Table of Contents CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE Information concerning certain relationships and related transactions, and director independence is incorporated by reference from the sections entitled “Proposal One: Election of Directors,” “Information About Directors,” “Director Compensation,” “Executive Compensation,” and “Certain Relationships and Related Party Transactions” to be contained in our definitive Proxy Statement with respect to our 2026 Annual Meeting of Stockholders to be filed with the SEC no later than April 27, 2026. PRINCIPAL ACCOUNTANT FEES AND SERVICES Information concerning principal accountant fees and services is incorporated by reference from the sections entitled “Proposal Two: Ratification of Appointment of Independent Registered Public Accounting Firm” and “Independent Registered Public Accountants” to be contained in our definitive Proxy Statement with respect to our 2026 Annual Meeting of Stockholders to be filed with the SEC no later than April 27, 2026. EXHIBITS, FINANCIAL STATEMENT SCHEDULES Exhibits Exhibits listed in the accompanying Index to Exhibits below are filed or incorporated by reference as part of this report. Financial Statements See Index to Consolidated Financial Statements within the Consolidated Financial Statements section of this report. Financial Statement Schedules All financial schedules have been omitted as the required information is not applicable, not material, or because the information required is included in the consolidated financial statements and notes thereto included in the Consolidated Financial Statements section of this report. 98 Table of Contents Index to Exhibits Incorporated by Reference Exhibit Filing Filed Number Exhibit Description Form File Number Exhibit Date Herewith 2.1* Stock Purchase Agreement, dated June 22, 2025, between Illumina, Inc. and Standard BioTools Inc. 8-K 001-35406 2.1 6/23/2025 3.1 Amended and Restated Certificate of Incorporation 10-Q 001-35406 3.1 8/11/2022 3.2 Amended and Restated Bylaws 10-Q 001-35406 3.1 8/7/2024 4.1 Specimen Common Stock Certificate S-1/A 333-33922 4.1 7/3/2000 4.3 Description of Illumina, Inc.’s securities registered pursuant to Section 12 of the Exchange Act of 1934 10-K 001-35406 4.5 2/17/2021 4.4 Indenture, dated as of March 12, 2021, by and between Illumina, Inc. and U.S. Bank Trust Company, National Association (as successor in interest to U.S. Bank National Association), as trustee (incorporated by reference to Exhibit 4.6 to Illumina’s Registration Statement on Form S-3 (File No. 333-254195) S-3 333-54195 4.6 3/12/2021 4.5 Form of Officer's Certificate setting forth the terms and forms of the 2023 Notes and 2031 Notes 8-K 001-35406 4.2 3/22/2021 4.6 Contingent Value Rights Agreement by and among Illumina, Inc., Computershare Trust Company, N.A., as Trustee and Shareholder Representative Services LLC dated as of August 18, 2021 8-K 001-35406 4.1 8/18/2021 4.7 Form of Officer’s Certificate setting forth the terms and forms of the 2025 Notes and 2027 Notes 8-K 001-35406 4.2 12/13/2022 4.8 Officer’s Certificate, dated November 25, 2025, setting forth the terms and form of the Notes 8-K 001-35406 4.2 11/25/2025 +10.1 Form of Indemnification Agreement between Illumina and each of its directors and executive officers 10-Q 000-30361 10.55 7/25/2008 +10.2 Form of Change in Control Severance Agreement between Illumina and each of its executive officers 10-K 000-30361 10.34 2/26/2009 +10.3 2000 Employee Stock Purchase Plan, as amended and restated through May 2, 2023 10-Q 001-35406 10.1 8/10/2023 +10.4 New Hire Stock and Incentive Plan, as amended and restated through October 28, 2009 10-K 000-30361 10.7 2/26/2010 10.5 License Agreement, effective as of May 6, 1998, between Tufts University and Illumina 10-Q 000-30361 10.5 5/3/2007 +10.6 The Solexa Unapproved Company Share Option Plan 8-K 000-30361 99.3 11/26/2007 +10.7 The Solexa Share Option Plan for Consultants 8-K 000-30361 99.4 11/26/2007 +10.8 Solexa Limited Enterprise Management Incentive Plan 8-K 000-30361 99.5 11/26/2007 99 Table of Contents +10.9 Amended and Restated Solexa 2005 Equity Incentive Plan 10-K 000-30361 10.25 2/26/2009 +10.10 Amended and Restated Solexa 1992 Stock Option Plan 10-K 000-30361 10.26 2/26/2009 +10.11 Amended and Restated 2015 Stock and Incentive Plan 8-K 001-35406 10.1 2/7/2023 +10.12 Form of Restricted Stock Unit Agreement for Employees Under Amended and Restated 2015 Stock and Incentive Plan 8-K 001-35406 10.4 2/7/2023 +10.13 Form of Performance Stock Unit Agreement (Relative TSR) for Employees Under Amended and Restated 2015 Stock and Incentive Plan 8-K 001-35406 10.2 2/7/2023 +10.14 Form of Performance Stock Unit Agreement (Adjusted EPS) for Employees Under Amended and Restated 2015 Stock and Incentive Plan 8-K 001-35406 10.3 2/7/2023 +10.15 Form of Option Agreement for Employees Under 2015 Stock and Incentive Plan 10-K 001-35406 10.15 2/17/2023 10.16 Amended and Restated Lease Agreement, dated March 27, 2012, between ARE-SD Region No. 32, LLC and Illumina 10-Q 001-35406 10.1 5/3/2012 10.17 First Amendment to Amended and Restated Lease Agreement, dated March 27, 2012, between ARE-SD Region No. 32, LLC and Illumina 10-K 001-35406 10.23 2/18/2015 10.18 Second Amendment to Amended and Restated Lease Agreement, dated March 27, 2012, between ARE-SD Region No. 32, LLC and Illumina 10-K 001-35406 10.24 2/18/2015 10.19 Amended and Restated Second Amendment to Amended and Restated Lease Agreement, dated March 27, 2012, between ARE-SD Region No. 32, LLC and Illumina 10-K 001-35406 10.18 2/13/2018 +10.20 Deferred Compensation Plan, effective December 1, 2007 14D-9 005-60457 99(e)(6) 2/7/2012 10.21 Lease between BMR-Lincoln Centre LP and Illumina, dated December 30, 2014 10-K 001-35406 10.26 2/18/2015 10.22 Pooled Patents Agreement between Illumina and Sequenom, Inc., dated December 2, 2014 (with certain confidential portions omitted) 10-K 001-35406 10.27 2/18/2015 10.23 First Amendment to Pooled Patents Agreement between Illumina and Sequenom, Inc., effective as of April 21, 2016 10-K 001-35406 10.22 2/13/2018 10.24 Second Amendment to Pooled Patents Agreement between Illumina and Sequenom, Inc., effective as of April 17, 2017 10-K 001-35406 10.23 2/13/2018 10.25 Third Amendment to Pooled Patents Agreement between Illumina and Sequenom, Inc., effective as of August 28, 2017 (with certain confidential portions omitted) 10-K 001-35406 10.24 2/13/2018 100 Table of Contents 10.26 Fourth Amendment to Pooled Patents Agreement between Illumina and Sequenom, Inc., effective as of March 15, 2018 10-K 001-35406 10.25 2/11/2020 10.27 Fifth Amendment to Pooled Patents Agreement between Illumina and Sequenom, Inc., effective as of April 12, 2019 (with certain confidential portions omitted) 10-K 001-35406 10.25 2/11/2020 10.28 Sixth Amendment to Pooled Patents Agreement between Illumina and Sequenom, Inc., effective as of May 8, 2020 (with certain confidential portions omitted) 10-Q 001-35406 10.1 10/30/2020 10.29 Agreement for Lease between Granta Park Park Jco 1 Limited and Illumina, dated June 25, 2015 10-Q 001-35406 10.1 7/31/2015 10.30 Third Amendment to Lease between ARE-SD Region No. 32, LLC and Illumina, dated September 2, 2015 10-K 001-35406 10.29 3/2/2016 10.31 First Amendment to Lease between BMR-Lincoln Center LP and Illumina, dated February 23, 2016 10-K 001-35406 10.30 3/2/2016 10.32 Fourth Amendment to Lease between ARE-SD Region No. 32, LLC and Illumina, dated April 14, 2016 10-K 001-35406 10.28 2/14/2017 10.33 Second Amendment to Lease between BMR-Lincoln Center LP and Illumina dated August 15, 2016 10-K 001-35406 10.29 2/14/2017 10.34 Deed of Variation to the Agreement for Lease between Granta Park Jco 1 Limited and Illumina dated October 24, 2016 10-K 001-35406 10.30 2/14/2017 10.35 Third Amendment to Lease between BMR-Lincoln Center LP and Illumina dated January 18, 2018 10-Q 001-35406 10.10 4/25/2018 +10.36 Form of Insurance Matters Agreement 10-Q 001-35406 10.1 11/5/2021 10.37 Credit Agreement, dated as of January 4, 2023, among the Company, as the borrower, the lenders from time to time party thereto, Bank of America, N.A., as administrative agent, an issuing bank and the swingline lender, and the other issuing banks from time to time party thereto 8-K 001-35406 10.1 1/4/2023 +10.38 Separation Agreement and Release of All Claims by and between Illumina, Inc. and Kathryne Reeves, dates of March 19, 2024 10-Q 001-35406 10.1 5/3/2024 10.39 Tax Matters Agreement, dated June 21, 2024, between GRAIL, LLC and Illumina, Inc. 8-K 001-35406 10.1 6/24/2024 10.40 Employee Matters Agreement, dated June 21, 2024, between GRAIL, LLC and Illumina, Inc. 8-K 001-35406 10.2 6/24/2024 10.41 Stockholder and Registration Rights Agreement, Dated June 21, 2024, between GRAIL, LLC and Illumina, Inc. 8-K 001-35406 10.3 6/24/2024 101 Table of Contents 10.42 Fourth Amendment to the Amended and Restated Supply and Commercialization Agreement, dated June 21, 2024, by and between Illumina, Inc. and GRAIL, LLC* 8-K 001-35406 10.4 6/24/2024 10.43 364-Day Delayed Draw Credit Agreement, dated as of June 17, 2024, among the Company, as the borrower, the lenders from time to time party thereto and JPMorgan Chase Bank, N.A., as administrative agent Fourth Amendment to the Amended and Restated Supply and Commercialization Agreement, dated June 21, 2024, by and between Illumina, Inc. and GRAIL, LLC* 8-K 001-35406 10.1 6/17/2024 +10.44 Retention Agreement by and between Joydeep Goswami and Illumina, Inc. dated as of April 8, 2024 10-Q 001-35406 10.6 8/7/2024 +10.45 Separation Agreement and General Release of All Claims by and between Joydeep Goswami and Illumina, Inc. dated as of July 2, 2024 10-Q 001-35406 10.7 8/7/2024 10.46 Underwriting Agreement, dated September 4, 2024, between the Company and J.P. Morgan Securities LLC and Goldman Sachs & Co. LLC, as representatives of the several underwriters named therein 8-K 001-35406 1.1 9/9/2024 10.47 Officer’s Certificate, dated September 9, 2024, setting forth the terms and form of the Notes 8-K 001-35406 4.2 9/9/2024 +10.48 Advisory Agreement between Illumina, Inc. and Charles Dadswell, dated October 3, 2024 8-K 001-35406 10.1 10/3/2024 +10.49 Separation Agreement between Illumina, Inc. and Charles Dadswell, dated October 3, 2024 8-K 001-35406 10.2 10/3/2024 10.50 Underwriting Agreement, dated November 10, 2025 between Illumina and Goldman Sachs & Co. LLC and BofA Securities, Inc., as representatives of the several underwriters named therein 8-K 001-35406 1.1 11/12/2025 +19.1 Insider Trading Policy, Adopted May 6, 2025 X 21.1 Subsidiaries of Illumina X 23.1 Consent of Independent Registered Public Accounting Firm X 24.1 Power of Attorney (included on the signature page) X 31.1 Certification of Jacob Thaysen pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 X 31.2 Certification of Ankur Dhingra pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 X 32.1 Certification of Jacob Thaysen pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 X 102 Table of Contents 32.2 Certification of Ankur Dhingra pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 X +97.1 Compensation Recovery/Clawback Policy - Adopted May 2, 2023 10-K 001-35406 97.1 2/16/2024 101.INS XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document X 101.SCH XBRL Taxonomy Extension Schema X 101.CAL XBRL Taxonomy Extension Calculation Linkbase X 101.LAB XBRL Taxonomy Extension Label Linkbase X 101.PRE XBRL Taxonomy Extension Presentation Linkbase X 101.DEF XBRL Taxonomy Extension Definition Linkbase X 104 Cover Page Interactive Data File - formatted in Inline XBRL and included as Exhibit 101 X _______________________________________ + Management contract or corporate plan or arrangement * Portions of this exhibit omitted pursuant to Item 601(a)(5), Item 601(b)(2) or Item 601(b)(10) of Regulation S-K, as applicable. The Company agrees to furnish a supplemental and unredacted copy of any agreement or omitted schedule to the Securities and Exchange Commission upon its request. Supplemental Information No Annual Report to stockholders or proxy materials has been furnished to stockholders as of the date of this report. The Annual Report to stockholders and proxy material will be furnished to our stockholders after the filing of this Annual Report on Form 10-K and we will furnish such material to the SEC at that time. 103 Table of Contents FORM 10-K CROSS-REFERENCE INDEX Page PART I Item 1 Business 5 Item 1A Risk Factors 15 Item 1B Unresolved Staff Comments None Item 1C Cybersecurity 12 Item 2 Properties 12 Item 3 Legal Proceedings 30 Item 4 Mine Safety Disclosures Not Applicable PART II Item 5 Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities 30 ; 32 Item 7 Management’s Discussion and Analysis of Financial Condition and Results of Operations 33 Item 7A Quantitative and Qualitative Disclosures About Market Risk 47 Item 8 Financial Statements and Supplementary Data 49 Item 9 Changes in and Disagreements with Accountants on Accounting and Financial Disclosure None Item 9A Controls and Procedures 94 Item 9B Other Information 96 Item 9C Disclosure Regarding Foreign Jurisdictions that Prevent Inspections Not Applicable PART III Item 10 Directors, Executive Officers and Corporate Governance 97 Item 11 Executive Compensation 97 Item 12 Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters 97 Item 13 Certain Relationships and Related Transactions, and Director Independence 98 Item 14 Principal Accountant Fees and Services 98 PART IV Item 15 Exhibits, Financial Statement Schedules 98 Signatures 105 104 Table of Contents SIGNATURES Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this Report to be signed on its behalf by the undersigned, thereunto duly authorized, on February 11, 2026. ILLUMINA, INC. By: /s/ JACOB THAYSEN Jacob Thaysen Chief Executive Officer 105 Table of Contents February 11, 2026 POWER OF ATTORNEY KNOW ALL PERSONS BY THESE PRESENT, that each person whose signature appears below constitutes and appoints Jacob Thaysen and Ankur Dhingra, and each or any one of them, his or her true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for him and in his or her name, place and stead, in any and all capacities, to sign any and all amendments to this Annual Report on Form 10-K, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, or their, his, or her substitutes or substitute, may lawfully do or cause to be done by virtue hereof. Pursuant to the requirements of the Securities Exchange Act of 1934, this Annual Report on Form 10-K has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated. /s/ JACOB THAYSEN Chief Executive Officer, Director (Principal Executive Officer) February 11, 2026 Jacob Thaysen /s/ ANKUR DHINGRA Chief Financial Officer (Principal Financial Officer) February 11, 2026 Ankur Dhingra /s/ SCOTT ERICKSEN Vice President and Chief Accounting Officer (Principal Accounting Officer) February 11, 2026 Scott Ericksen /s/ SCOTT GOTTLIEB Independent Chair of the Board of Directors February 11, 2026 Scott Gottlieb, M.D. /s/ FRANCES ARNOLD Director February 11, 2026 Frances Arnold, Ph.D. /s/ CAROLINE DORSA Director February 11, 2026 Caroline Dorsa /s/ ROBERT S. EPSTEIN Director February 11, 2026 Robert S. Epstein, M.D. /s/ GARY S. GUTHART Director February 11, 2026 Gary S. Guthart, Ph.D. /s/ KEITH MEISTER Director February 11, 2026 Keith Meister /s/ PHILIP SCHILLER Director February 11, 2026 Philip Schiller /s/ SUSAN SIEGEL Director February 11, 2026 Susan Siegel /s/ ANNA RICHO Director February 11, 2026 Anna Richo /s/ SCOTT B. ULLEM Director February 11, 2026 Scott B. Ullem 106