What changed in this filing

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Item 9A. Controls and Procedures

2026-02-25 compared with 2025-03-17 · 58 added, 41 removed, 213 unchanged (32% of the section changed)

1 unchanged sentence

Evaluation of Disclosure Controls and Procedures

Our management, with the participation of our Chief Executive Officer and Interim Chief Financial Officer, and our Chief Accounting Officer, evaluated the effectiveness of our disclosure controls and procedures (as defined in Rules 13a–15(e) and 15d–15(e) of the Exchange Act) as of the end of the period covered by this Annual Report on Form 10–K.

Our management, with the participation of our Chief Executive Officer, our Chief Financial Officer, and our Chief Accounting Officer, evaluated the effectiveness of our disclosure controls and procedures (as defined in Rules 13a–15(e) and 15d–15(e) of the Exchange Act) as of the end of the period covered by this Annual Report on Form 10–K.

Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by a company in the reports that it files or submits under the Exchange Act is accumulated and communicated to our management, including its principal executive and principal financial officers, as appropriate to allow timely decisions regarding required disclosure.

Management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving their objectives, and management necessarily applies its judgement in evaluating the cost-benefit relationship of possible controls and procedures.

Based on this evaluation, our Chief Executive Officer and Interim Chief Financial Officer and our principal accounting officer concluded that our disclosure controls and procedures were effective at a reasonable assurance level as of the end of the period covered by this report.

Based on this evaluation, our Chief Executive Officer, our Chief Financial Officer, and our principal accounting officer concluded that our disclosure controls and procedures were effective at a reasonable assurance level as of the end of the period covered by this report.

Management's Report on Internal Control Over Financial Reporting

17 unchanged sentences

(the Company) maintained, in all material respects, effective internal control over financial reporting as of December 31, 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 2024 consolidated financial statements of the Company and our report dated March 17, 2025 expressed an unqualified opinion thereon.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the 2025 consolidated financial statements of the Company and our report dated February 25, 2026 expressed an unqualified opinion thereon.

Basis for Opinion

16 unchanged sentences

San Mateo, California

March 17, 2025

February 25, 2026

Fiscal 2025 Form 10-K

2 unchanged sentences

During our last fiscal quarter, none of our directors or officers, as defined in Rule 16a-1(f), adopted and/or terminated a “Rule 10b5-1 trading arrangement” or a “non-Rule 10b5-1 trading arrangement,” each as defined in Item 408 of Regulation S-K.

Adoption of Executive Incentive Compensation Plan

On February 24, 2026, our board of directors adopted the Executive Incentive Compensation Plan (the “Incentive Compensation Plan”).

The Incentive Compensation Plan allows us to grant incentive awards, generally payable in cash (or its equivalent), to employees selected by the administrator of the Incentive Compensation Plan, including our named executive officers, based upon performance goals established by the administrator.

Under the Incentive Compensation Plan, the administrator determines the performance goals applicable to any award, which goals may include, without limitation, goals related to research and development milestones, regulatory milestones or regulatory-related goals, gross margin, financial milestones, new product or business development, operating margin, product release timelines or other product release milestones, publications, cash flow, procurement, savings, internal structure, revenue, earnings, leadership development, project function or portfolio-specific milestones, license or research collaboration agreements, capital raising, initial public offering preparations, patentability, and individual objectives such as peer reviews or other subjective or objective criteria.

The performance goals may differ from participant to participant and from award to award.

A committee appointed by our board of directors (which, until our board of directors determines otherwise, will be the Compensation Committee of our board of directors (the “Committee”)) administers the Incentive Compensation Plan.

Our board of directors may administer the Incentive Compensation Plan concurrently with the Committee or revoke the delegation of some or all authority previously delegated.

The administrator of the Incentive Compensation Plan may, in its sole discretion and at any time, increase, reduce or eliminate a participant’s actual award, and/or increase, reduce or eliminate the amount allocated to the bonus pool for a particular performance period.

The actual award may be below, at or above a participant’s target award, in the discretion of the administrator.

The administrator may determine the amount of any increase, reduction or elimination on the basis of such factors as it deems relevant, and it is not required to establish any allocation or weighting with respect to the factors it considers.

Actual awards generally will be paid in cash (or its equivalent), and, unless otherwise determined by the administrator, to earn an actual award, a participant must be employed by the Company Group (as defined in the Incentive Compensation Plan) on the date the actual award is paid.

Payment of awards occurs as soon as practicable after the end of the performance period to which the actual award relates and after the actual award is approved by the administrator, but no later than the dates set forth in the Incentive Compensation Plan.

The administrator has the authority to amend, suspend or terminate the Incentive Compensation Plan at any time and for any reason, provided such action does not, without the consent of a participant, alter or impair the existing rights of such participant with respect to any earned award.

The above description of the material terms of the Incentive Compensation Plan does not purport to be complete and is qualified in its entirety by reference to the Incentive Compensation Plan attached hereto as Exhibit 10.32 and incorporated herein by reference.

DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS

80 unchanged sentences

8-K 10.1 November 19, 2021

10.12+ Letter Relating to Employment Terms by and between the Registrant and Susan G.

Kim effective September 28, 2020

10-Q 10.2 November 3, 2020

Form of Change in Control and Severance Agreement for executive officers

Filed herewith

10-K 10.13 March 17, 2025

Letter Relating to Employment Terms by and between the Registrant and Christian O.

3 unchanged sentences

Henry dated December 11, 2024

Filed herewith

10-K 10.15 March 17, 2025

Letter Relating to Employment Terms by and between the Registrant and Mark Van Oene effective January 8, 2021

10-K 10.18 February 26, 2021

Fiscal 2024 Form 10-K

Amended Change in Control and Severance Agreement by and between the Registrant and Mark Van Oene dated December 12, 2024

Filed herewith

10-K 10.17 March 17, 2025

Fiscal 2025 Form 10-K

Lease Agreement by and between the Registrant and Menlo Park Portfolio II, LLC, dated July 22, 2015

Filed herewith

10-K 10.18 March 17, 2025

First Amendment to Lease Agreement by and between the Registrant and Menlo Park Portfolio II, LLC, dated December 23, 2016

Filed herewith

10-K 10.19 March 17, 2025

10.19 Second Amendment to Lease Agreement by and between the Registrant and Menlo Park Portfolio II, LLC, dated December 30, 2019

Filed herewith

10-K 10.20 March 17, 2025

10.20 Third Amendment to Lease Agreement by and between the Registrant and Menlo Park Portfolio II, LLC, dated March 7, 2025

Filed herewith

10-K 10.21 March 17, 2025

10.21 Investment Agreement, dated as of February 9, 2021, between Pacific Biosciences of California, Inc.

8 unchanged sentences

8-K 10.2 July 20, 2021

Letter Relating to Employment Terms by and between the Registrant and Jeff Eidel effective August 16, 2022

8-K 99.3 January 24, 2023

Separation Agreement and Release, by and between the Company and Jeff Eidel, dated December 6, 2024 and effective December 13, 2024

10.1 December 13, 2024

Change in Control and Severance Agreement by and between the Registrant and Susan G.

Kim effective February 3, 2021

8-K 99.4 January 24, 2023

10.25 Letter Agreement, dated June 23, 2023, between the Company and Chimera Investment LLC

8 unchanged sentences

Outside Director Compensation Policy

10.3 May 12, 2025

Letter Relating to Employment Terms by and between the Registrant and James R.

Gibson effective March 24, 2025

10.2 May 12, 2025

Asset Purchase Agreement, dated January 30, 2026, by and between the Company, Illumina Cambridge Limited, and Illumina, Inc.

10.1 February 2, 2026

Executive Incentive Compensation Plan

Filed herewith

19.1 Insider Trading Policy

Filed herewith

19.1 March 17, 2025

21.1 List of Subsidiaries of the Registrant

17 unchanged sentences

101.CAL XBRL Taxonomy Extension Calculation Linkbase Document Filed herewith

Fiscal 2024 Form 10-K

101.DEF XBRL Taxonomy Extension Definition Linkbase Document Filed herewith

101.LAB XBRL Taxonomy Extension Labels Linkbase Document Filed herewith

Fiscal 2025 Form 10-K

101.PRE XBRL Taxonomy Extension Presentation Linkbase Document Filed herewith

7 unchanged sentences

Fiscal 2025 Form 10-K

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this Annual Report on Form 10-K to be signed on its behalf by the undersigned, thereunto duly authorized.

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this Annual Report on Form 10-K to be signed on its behalf by the undersigned, thereunto duly authorized.

Pacific Biosciences of California, Inc.

March 17, 2025

February 25, 2026

/s/ Christian O.

President, Chief Executive Officer and Interim Chief Financial Officer

March 17, 2025

President and Chief Executive Officer

February 25, 2026

Chief Financial Officer

February 25, 2026

/s/ Michele Farmer

4 unchanged sentences

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below hereby constitutes and appoints Christian O.

Henry, Brett Atkins, and Michele Farmer, and each of them, as his or her true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for each individual 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 for all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, or the individual’s substitute, may lawfully do or cause to be done by virtue hereof.

Henry, Jim R.

Gibson, Brett Atkins, and Michele Farmer, and each of them, as his or her true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for each individual 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 for all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, or the individual’s substitute, may lawfully do or cause to be done by virtue hereof.

Fiscal 2025 Form 10-K

2 unchanged sentences

/s/ Christian O.

Henry Director, President, Chief Executive Officer and Interim Chief Financial Officer

(Principal Executive Officer and Principal Financial Officer)

March 17, 2025

/s/ Michele Farmer Vice President and Chief Accounting Officer (Principal Accounting Officer) March 17, 2025

Henry Director, President, Chief Executive Officer

(Principal Executive Officer)

February 25, 2026

Gibson Chief Financial Officer

(Principal Financial Officer)

February 25, 2026

/s/ Michele Farmer Vice President and Chief Accounting Officer (Principal Accounting Officer) February 25, 2026

Michele Farmer

Milligan Chairman of the Board of Directors March 17, 2025

Milligan Chairman of the Board of Directors February 25, 2026

/s/ William W.

Ericson Director March 17, 2025

Ericson Director February 25, 2026

/s/ Randall S.

Livingston Director March 17, 2025

Livingston Director February 25, 2026

/s/ Marshall L.

Mohr Director March 17, 2025

/s/ Kathy Ordoñez Director March 17, 2025

Mohr Director February 25, 2026

/s/ Kathy Ordoñez Director February 25, 2026

Kathy Ordoñez

/s/ Lucy Shapiro Director March 17, 2025

/s/ Lucy Shapiro Director February 25, 2026

/s/ Christopher M.

Smith Director March 17, 2025

Smith Director February 25, 2026

Christopher M.

/s/ Hannah A.

Valantine Director March 17, 2025

Valantine Director February 25, 2026

Fiscal 2025 Form 10-K

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 9A. Controls and Procedures