Director Meister Keith A. sold $107,042,631 worth of shares (669,596 units at $159.86) (SEC Form 4)
$ILMN
Medical Specialities
Health Care
| 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 |
| |||||||||||||||
| 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*
(Street)
(Country) | 2. Issuer Name and Ticker or Trading Symbol
ILLUMINA, INC. [ ILMN ] | 5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
| |||||||||||||||||||||||||
| 2a. Foreign Trading Symbol
| |||||||||||||||||||||||||||
| 3. Date of Earliest Transaction
(Month/Day/Year) 05/28/2026 | 6. Individual or Joint/Group Filing (Check Applicable Line)
| ||||||||||||||||||||||||||
| 4. If Amendment, Date of Original Filed
(Month/Day/Year) |
| 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 | 05/28/2026 | X/K(3)(4) | 24,562 | A | $102.82 | 3,524,610 | I | See Footnotes(1)(2) | ||
| Common Stock | 05/28/2026 | J/K(3)(4) | 24,562 | D | $156.4 | 3,500,048 | I | See Footnotes(1)(2) | ||
| Common Stock | 05/28/2026 | S | 37,590 | D | $156.5(5) | 3,462,458 | I | See Footnotes(1)(2) | ||
| Common Stock | 05/28/2026 | S | 71,986 | D | $157.38(6) | 3,390,472 | I | See Footnotes(1)(2) | ||
| Common Stock | 05/28/2026 | S | 110,424 | D | $147.5(7) | 3,280,048 | I | See Footnotes(1)(2) | ||
| Common Stock | 05/29/2026 | S | 11,760 | D | $159.57(8) | 3,268,288 | I | See Footnotes(1)(2) | ||
| Common Stock | 05/29/2026 | S | 4,579 | D | $160.5(9) | 3,263,709 | I | See Footnotes(1)(2) | ||
| Common Stock | 05/29/2026 | S | 5,256 | D | $161.64(10) | 3,258,453 | I | See Footnotes(1)(2) | ||
| Common Stock | 05/29/2026 | S | 2,225 | D | $162.44(11) | 3,256,228 | I | See Footnotes(1)(2) | ||
| Common Stock | 05/29/2026 | S | 19,832 | D | $163.57(12) | 3,236,396 | I | See Footnotes(1)(2) | ||
| Common Stock | 05/29/2026 | S | 6,888 | D | $164.75(13) | 3,229,508 | I | See Footnotes(1)(2) | ||
| Common Stock | 05/29/2026 | S | 63,020 | D | $162.86(14) | 3,166,488 | I | See Footnotes(1)(2) | ||
| Common Stock | 05/29/2026 | S | 6,198 | D | $163.97(15) | 3,160,290 | I | See Footnotes(1)(2) | ||
| Common Stock | 05/29/2026 | S | 92,877 | D | $164.56(16) | 3,067,413 | I | See Footnotes(1)(2) | ||
| Common Stock | 05/29/2026 | S | 1,961 | D | $165.3(17) | 3,065,452 | I | See Footnotes(1)(2) | ||
| Common Stock | 06/01/2026 | S | 70,262 | D | $162.41(18) | 2,995,190 | I | See Footnotes(1)(2) | ||
| Common Stock | 06/01/2026 | S | 61,613 | D | $163.56(19) | 2,933,577 | I | See Footnotes(1)(2) | ||
| Common Stock | 06/01/2026 | S | 87,653 | D | $164.34(20) | 2,845,924 | I | See Footnotes(1)(2) | ||
| Common Stock | 06/01/2026 | S | 15,472 | D | $165.5(21) | 2,830,452 | I | See Footnotes(1)(2) | ||
| Common Stock | 6,638 | 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 | ||||||||
| Equity Swap (right to buy) | $102.82 | 05/28/2026 | X/K(3)(4) | 24,562 | (3) | 02/11/2028 | Common Stock | 24,562 | (3) | 0 | I | See Footnotes(1)(2) | |||
| Explanation of Responses: |
| 1. These securities of Illumina, Inc. (the "Issuer") are held for the accounts of certain private investment funds (collectively, the "Corvex Funds") for which Corvex Management LP ("Corvex") acts as investment adviser, including Corvex Master Fund LP and Corvex Select Equity Master Fund LP. The general partner of Corvex is controlled by Keith Meister. |
| 2. For the purposes of this filing, each of Corvex and Mr. Meister disclaims beneficial ownership of the reported securities except to the extent of his or its pecuniary interest therein. This filing shall not be deemed an admission that Corvex or Mr. Meister is the beneficial owner of any of the reported securities for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or otherwise. |
| 3. As previously reported, the Corvex Funds had entered into equity swaps that represented an aggregate economic long-side exposure comparable to a notional interest in 368,744 shares of common stock of the Issuer. Under the terms of the swaps, the value to be received or paid upon termination of a swap will be determined by the difference in the market price per notional share of common stock on the date of termination as compared to the cost of such notional share of common stock at the time of entry into the swap. On May 28, 2026, upon final termination of the swaps as reported in Table II above, the swaps counterparty paid to the Corvex Funds $3,841,496.80, representing $156.40 per share for each of the 24,562 notional shares subject to the termination (the market price of the common stock on the date of the partial termination), offset by $2,525,464.84, representing $102.82 for each of such 24,562 notional shares. |
| 4. The final termination of the equity swaps and the reported purchases of common stock in connection therewith are deemed exempt from Section 16(b) of the Securities Exchange Act of 1934 pursuant to Rule 16b-6(b) thereunder. |
| 5. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions within the range of $155.85 to $156.84. The reporting person undertakes to provide to the Issuer, any security holder of the Issuer or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in footnotes (5)-(21) to this Form 4. |
| 6. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions within the range of $156.85 to $157.84. |
| 7. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions within the range of $157.85 to $158.77. |
| 8. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions within the range of $159.05 to $160.04. |
| 9. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions within the range of $160.05 to $161.03. |
| 10. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions within the range of $161.05 to $162.03. |
| 11. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions within the range of $162.05 to $162.98. |
| 12. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions within the range of $163.13 to $164.09. |
| 13. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions within the range of $164.14 to $165.09. |
| 14. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions within the range of $162.19 to $163.16. |
| 15. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions within the range of $163.19 to $164.18. |
| 16. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions within the range of $164.19 to $165.18. |
| 17. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions within the range of $165.20 to $165.43. |
| 18. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions within the range of $162.00 to $162.99. |
| 19. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions within the range of $163.00 to $163.99. |
| 20. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions within the range of $164.00 to $164.99. |
| 21. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions within the range of $165.00 to $165.95. |
| /s/ Keith Meister | 06/01/2026 | |
| ** Signature of Reporting Person | Date | |
| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | ||
| * If the form is filed by more than one reporting person, see Instruction 4 (b)(v). | ||
| ** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). | ||
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. | ||
| * Form 4: SEC 1474 (03-26) | ||