Davies Scott M 4

What Happened

• Scott M. Davies, Chief Legal Officer of Illumina (ILMN), had 1,370 performance-based shares convert to common stock on Feb 12, 2026. Of those, 550 shares were withheld/disposed to cover tax liability at $114.44 per share for a tax withholding value of $62,942. The conversion is reported as the exercise/conversion of a derivative (performance share units).

Key Details

• Transaction date: 2026-02-12; Form filed: 2026-02-17 (appears to be filed after the transaction date).
• Converted/issued: 1,370 shares (derivative exercise/conversion reported at $0.00 exercise price).
• Shares withheld for taxes: 550 shares at $114.44/share = $62,942 (reported as disposition to cover tax liability).
• Net shares delivered to insider: 820 shares (1,370 issued minus 550 withheld).
• Footnote: The shares represent awards from a March 1, 2023 grant and were issued because the company achieved at least 74% of the applicable performance criteria (Footnote F1).
• Filing timeliness: The Form 4 was filed five days after the transaction date; Form 4s are normally required within 2 business days, so this may be a late filing.

Context

• This was a conversion of performance share units (PSUs) into stock, not an open-market purchase or a market sale. The withholding of shares to satisfy tax obligations is a common, routine practice (a "sell to cover") and does not necessarily indicate the insider is selling shares for investment reasons.
• The reported exercise price is $0.00 because these were performance-based awards rather than options with a cash strike price. The filing shows both the derivative conversion and the share withholding used to satisfy taxes.