txg-20260424

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

______________________

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

______________________


Filed by the Registrant			x			Filed by a Party other than the Registrant			o


Check the appropriate box:

o			Preliminary Proxy Statement

o			Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

x			Definitive Proxy Statement

o			Definitive Additional Materials

o			Soliciting Material Pursuant to §240.14a-12

10x Genomics, Inc.

(Name of Registrant as Specified In Its Charter)



Payment of Filing Fee (Check the appropriate box):

x			No fee required.

o			Fee paid previously with preliminary materials.

o			Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i) and 0-11.

April 24, 2026

To Stockholders of 10x Genomics, Inc.:

Our 2026 Annual Meeting of Stockholders (“2026 Annual Meeting”) will be held on Thursday, June 4, 2026 at 11:30 a.m. PDT. The 2026 Annual Meeting will be conducted exclusively online via a live webcast. You will be able to attend the meeting, submit your questions online during the meeting and vote your shares electronically at the meeting by visiting https://edge.media-server.com/mmc/p/e4koppar. Because the meeting is completely virtual and being conducted via the internet, stockholders will not be able to attend the meeting physically in person. The attached notice and proxy statement describe the formal business to be transacted at the meeting.

Whether or not you attend the virtual 2026 Annual Meeting, it is important that your shares be represented and voted at the meeting. Therefore, I urge you to vote promptly and submit your proxy via regular mail, online or by telephone. The 2026 Annual Meeting is being held so that stockholders may consider:

Proposal One: the election of the Class I directors listed in the accompanying proxy statement, each to serve a three-year term expiring at the 2029 annual meeting of stockholders or until such director's successor is duly elected and qualified or until such director's earlier death, resignation, disqualification or removal;

Proposal Two: the ratification of the appointment of Ernst & Young LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2026; and

Proposal Three: a vote to approve, on a non-binding, advisory basis, the compensation of our named executive officers.

The board of directors recommends that you vote FOR the election of the nominees named in Proposal One of the accompanying proxy statement and FOR each of Proposals Two and Three. Information about the matters to be acted upon at the 2026 Annual Meeting is contained in the accompanying proxy statement.

On behalf of the board of directors and the officers and employees of 10x Genomics, Inc., I would like to take this opportunity to thank our stockholders for their continued support.


			Sincerely,

			Serge Saxonov
			Chief Executive Officer and Director

Table of Contents


									Table of Contents

												Page

									NOTICE OF ANNUAL MEETING OF STOCKHOLDERS			1
									ABOUT THE MEETING			4
									BOARD OF DIRECTORS AND CORPORATE GOVERNANCE			10
									DIRECTOR COMPENSATION			20
									PROPOSAL ONE: Election of Directors			22
									PROPOSAL TWO: Ratification of Independent Registered Public Accounting Firm			29
									AUDIT COMMITTEE REPORT			31
									PROPOSAL THREE: Advisory Vote on Executive Compensation			32
									COMPENSATION COMMITTEE REPORT			34
									EXECUTIVE OFFICERS			35
									EXECUTIVE COMPENSATION			36
									PAY-VERSUS-PERFORMANCE			61
									STOCK OWNERSHIP			66
									CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS			69
									CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS			70
									OTHER MATTERS			71
									PROPOSALS OF STOCKHOLDERS FOR OUR 2026 ANNUAL MEETING			72

Table of Contents

To Our Shareholders

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

Notice is hereby given that our 2026 Annual Meeting of Stockholders (“2026 Annual Meeting”) will be held virtually via live webcast on the internet on Thursday, June 4, 2026 at 11:30 a.m. PDT for the following purposes:

Date:

Thursday, June 4, 2026

Time:

11:30 a.m. PDT

Place:

edge.media-server.com/mmc/p/e4koppar

Election of the Class I directors listed in the accompanying proxy statement, to serve a three-year term expiring at the 2029 annual meeting of stockholders or until each such director's successor is duly elected and qualified or until each such director's earlier death, resignation, disqualification or removal;

Ratification of the appointment of Ernst & Young LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2026;

A vote to approve, on a non-binding, advisory basis, the compensation of our named executive officers; and

To transact such other business as may properly come before the meeting or any adjournment(s) or postponement(s) thereof.

YOUR VOTE

IS IMPORTANT.

Your vote is important. To vote your shares, please follow the instructions in the Notice of Internet Availability of Proxy Materials, which is being mailed to you on or about April 24, 2026.

These proposals are more fully described in the proxy statement ("Proxy Statement") following this Notice of Internet Availability of Proxy Materials ("Notice").

Our board of directors recommends that you vote: (i) FOR the election of the nominees for Class I directors named in the Proxy Statement to serve as directors of the company; (ii) FOR the ratification of the appointment of Ernst & Young LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2026; and (iii) FOR the non-binding, advisory resolution approving the compensation of our named executive officers. You will be able to attend the meeting, submit your questions online during the meeting and vote your shares electronically at the meeting by visiting https://edge.media-server.com/mmc/p/e4koppar.

Our board of directors has fixed the close of business on April 8, 2026 as the record date for the determination of the stockholders entitled to notice of, and to vote at, the 2026 Annual Meeting. Accordingly, only stockholders of record at the close of business on that date will be entitled to vote at the 2026 Annual Meeting.

YOUR VOTE IS IMPORTANT. Whether or not you plan to attend the 2026 Annual Meeting, we urge you to submit your vote via


10X GENOMICS, INC.			1			2026 PROXY STATEMENT

Table of Contents

regular mail, online or via telephone as soon as possible to ensure your shares are represented. For additional instructions for each of these voting options, please refer to your electronic proxy materials, or the enclosed proxy card or voting instructions. We encourage you to vote by internet or telephone, which is convenient, conserves paper and saves the company postage and other costs. Returning the proxy does not deprive you of your right to attend the 2026 Annual Meeting and to vote your shares at the 2026 Annual Meeting. The Proxy Statement explains proxy voting and the matters to be voted on in more detail.

Important Notice Regarding the Availability of Proxy Materials for the 2026 Annual Meeting to Be Held on June 4, 2026. Our proxy materials, including the Proxy Statement and Annual Report on Form 10-K for the year ended December 31, 2025, are available free of charge at http://www.astproxyportal.com/ast/23039.


			By order of the board of directors,

			Serge Saxonov
			Chief Executive Officer and Director
			April 24, 2026


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Table of Contents


			10X GENOMICS, INC. June 4, 2026.

Proxy Statement for the 2026
Annual Meeting of Stockholders

IMPORTANT INFORMATION REGARDING DELIVERY OF PROXY MATERIALS

The Securities and Exchange Commission (the “SEC”) has adopted rules regarding how companies must provide proxy materials to their stockholders. These rules are often referred to as “notice and access,” under which a company may select either of the following options for making proxy materials available to its stockholders:

•the full set delivery option; or

•the notice only option.

A company may use a single method for all of its stockholders or use full set delivery for some while adopting the notice only option for others. In connection with our 2026 Annual Meeting of Stockholders (the “2026 Annual Meeting”), we have elected to use the notice only option.

Full Set Delivery Option

Under the full set delivery option, which we have elected NOT to use for the 2026 Annual Meeting, a company delivers all proxy materials to its stockholders by mail. In addition to delivery of proxy materials to stockholders, the company must post all proxy materials on a publicly-accessible website and provide information to stockholders about how to access the website. Although we have elected to use the notice only option in connection with the 2026 Annual Meeting, we may choose to use the full set delivery option in the future.

Notice Only Option

Under the notice only option, a company must post all proxy materials on a publicly-accessible website. Instead of delivering proxy materials to its stockholders, the company instead delivers a “Notice of Internet Availability of Proxy Materials.” The notice includes, among other things:

•information regarding the date and time of the 2026 Annual Meeting of stockholders as well as the items to be considered at the meeting;

•information regarding the website where the proxy materials are posted; and

•various means by which a stockholder can request paper or email copies of the proxy materials.


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Table of Contents

By reducing the amount of materials that a company needs to print and mail, the notice only option provides an opportunity for cost savings as well as conservation of paper products. As stated above, in connection with our 2026 Annual Meeting, we have elected to use the notice only option. Accordingly, you will not receive all proxy materials by mail. These proxy materials include the Notice relating to the 2026 Annual Meeting, Proxy Statement, proxy card and our Annual Report on Form 10-K for the year ended December 31, 2025 (the "Annual Report"), which are available at http://www.astproxyportal.com/ast/23039. If you request a paper copy of the proxy materials, these materials must be sent to you within three business days and by first class mail.

ABOUT THE MEETING

DATE

June 4, 2026

TIME

11:30 a.m. PDT

LOCATION

https://edge.media-server.com/mmc/p/e4koppar

Our 2026 Annual Meeting will be held on Thursday, June 4, 2026, at 11:30 a.m. PDT. This year’s annual meeting will be a virtual meeting via live webcast on the internet. You will be able to attend this year's annual meeting, vote and submit your questions online during the meeting by visiting https://edge.media-server.com/mmc/p/e4koppar, entering your control number and the password: 10xgenomics2026. For directions on how to participate in the 2026 Annual Meeting, go to "How do I vote - Before or During the 2026 Annual Meeting?" on page 6 below.

The meeting webcast will begin promptly at 11:30 a.m. PDT. We encourage you to access the meeting prior to the start time. Online check-in will begin at 10:30 a.m. PDT, and you should allow ample time for the check-in procedures. A replay of the 2026 Annual Meeting will be posted as soon as practical on our investor relations website: https://investors.10xgenomics.com/.

Why am I receiving these materials?

Our board of directors is providing these proxy materials to you in connection with the solicitation by our board of directors of proxies for use at our 2026 Annual Meeting, which will take place on June 4, 2026. Stockholders are invited to attend the 2026 Annual Meeting and are requested to vote on the proposals described in this Proxy Statement.

All stockholders will have the ability to access the proxy materials via the internet, including this Proxy Statement and the Annual Report filed with the SEC on February 13, 2026. The Notice includes information on how to access the proxy materials, how to submit your vote over the internet, by phone or how to request a paper copy of the proxy materials. This Proxy Statement and the Annual Report are available at http://www.astproxyportal.com/ast/23039.

What is the purpose of the 2026 Annual Meeting?

At our 2026 Annual Meeting, stockholders will act upon the matters outlined in the notice of meeting on the cover page of this Proxy Statement, consisting of (1) the election of the Class I directors listed in the accompanying proxy statement; (2) the ratification of the appointment of Ernst & Young LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2026; (3) a vote to approve, on a non-binding, advisory basis, the compensation of our named executive officers; and (4) any other matters that properly come before the meeting.


10X GENOMICS, INC.			4			2026 PROXY STATEMENT

Who is entitled to vote at the 2026 Annual Meeting?

Only holders of our common stock as of the close of business on April 8, 2026, the record date, are entitled to receive notice of, to attend and participate, and to vote at the 2026 Annual Meeting. In deciding all matters at the 2026 Annual Meeting, each stockholder will be entitled to one vote for each share of our Class A common stock and ten votes for each share of our Class B common stock owned as of the record date. We do not have cumulative voting rights for the election of directors. As of the record date, there were 118,912,062 shares of our Class A common stock and 10,078,872 shares of our Class B common stock outstanding and entitled to vote. We do not have any outstanding shares of preferred stock.

Is there a list of stockholders entitled to vote at the 2026 Annual Meeting?

The names of stockholders of record entitled to vote will be available for inspection by stockholders of record for ten (10) days prior to the meeting. If you are a stockholder of record and want to inspect the stockholder list, please send a written request to our Secretary at ir@10xgenomics.com to arrange for access to the stockholder list.

What constitutes a quorum?

The presence at the meeting or representation by proxy of the holders of common stock representing a majority of the voting power of the issued and outstanding shares of stock on the record date will constitute a quorum, permitting the meeting to conduct its business. Virtual attendance at our 2026 Annual Meeting constitutes presence in person for purposes of a quorum at the meeting. Each of (a) the shares held by each stockholder who properly submits a proxy, (b) shares represented by broker non-votes that are present in person or represented by proxy and entitled to vote at the 2026 Annual Meeting and (c) votes to ABSTAIN will be counted for purposes of determining the presence of a quorum at the 2026 Annual Meeting.

If less than a majority of the combined voting power of the outstanding shares of common stock is represented at the 2026 Annual Meeting, a majority of the shares so represented may adjourn the 2026 Annual Meeting from time to time without further notice.

What vote is required to approve each item?

The affirmative vote of holders of a majority of the votes cast is required for (a) the nominees named in this Proxy Statement in order to be elected as Class I directors, (b) the ratification of the appointment of Ernst & Young LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2026, (c) the approval of the non-binding, advisory vote to approve the compensation of our named executive officers and (d) the approval of any other matter that may be properly submitted to a vote of our stockholders.

The inspector of election for the 2026 Annual Meeting shall determine the number of shares of common stock represented at the meeting, the existence of a quorum and the validity and effect of proxies and shall count and tabulate ballots and votes and determine the results thereof.

How are broker non-votes and abstentions treated?

As discussed above, proxies received but marked as abstentions and broker non-votes will be included in the calculation of the number of shares considered to be present at the meeting for purposes of determining a quorum. However, neither abstentions nor broker non-votes are counted as voted either for or against Proposals One, Two or Three and, as such, will not affect the outcome of the vote on Proposals One, Two or Three.

A “broker non-vote” will occur when a broker holding shares for a beneficial owner does not vote on a particular proposal because the broker does not have discretionary power with respect to that proposal and has not received instructions from the beneficial owner. A broker is authorized to vote shares held for a beneficial owner on “routine” matters without instructions from the beneficial owner of


10X GENOMICS, INC.			5			2026 PROXY STATEMENT

those shares, but is not authorized to vote shares held for a beneficial owner on “non-routine” matters without instructions from the beneficial owner of those shares.

The only “routine” proposal on which your broker is entitled to vote your shares if no instructions are received from you is Proposal Two, the ratification of the appointment of Ernst & Young LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2026.

Proposals One and Three are each considered a “non-routine” matter. If you are a beneficial owner and you do not provide your broker with specific instructions on how to vote your shares, the broker that holds your shares will not be authorized to vote on Proposal One or Proposal Three. Accordingly, we encourage you to provide voting instructions to your broker, whether or not you plan to attend the 2026 Annual Meeting.

What are the Board of Directors’ recommendations?

As more fully discussed under the section titled “Matters to Come Before the 2026 Annual Meeting,” our board of directors recommends a vote FOR the election of the nominees for Class I directors named in the Proxy Statement to serve as directors of the company until our annual meeting of stockholders in 2029 or until their successors have been duly elected and qualified or until their earlier resignation, retirement, death, disqualification or removal; FOR the ratification of the appointment of Ernst & Young LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2026; and FOR the approval, on a non-binding, advisory basis, of the compensation of our named executive officers.

Unless contrary instructions are indicated on the proxy card, all shares represented by valid proxies received pursuant to this solicitation (and which have not been revoked in accordance with the procedures set forth below) will be voted (1) FOR the election of the nominees for Class I directors named in this Proxy Statement; (2) FOR the ratification of the appointment of Ernst & Young LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2026; (3) FOR the approval, on a non-binding, advisory basis, of the compensation of our named executive officers; and (4) in accordance with the recommendation of our board of directors, FOR or AGAINST all other matters as may properly come before the 2026 Annual Meeting. If a stockholder specifies a different choice by means of the enclosed proxy card or voting instruction form, such shares will be voted in accordance with the specification made.

How do I vote - Before or During the 2026 Annual Meeting?

Before the 2026 Annual Meeting - Beneficial Owners:

If you are a beneficial owner (that is, if you hold your shares through a bank, broker or other holder of record), you must vote in accordance with the voting instruction form provided by your bank, broker or other holder of record. If you are a beneficial owner, the availability of telephone or internet voting will depend upon your bank’s, broker’s or other holder of record’s voting process.

Before the 2026 Annual Meeting - Record Holders:

If you are a stockholder of record or record holder (that is, if your shares are registered in your name), you may vote by following the instructions set forth in the Notice or on your proxy card as follows:


10X GENOMICS, INC.			6			2026 PROXY STATEMENT

INTERNET

Go to www.voteproxy.com until 11:59 p.m. EDT on June 3, 2026.

PHONE

Call toll-free 1-800-776-9437 in the United States or 1-201-299-4446 from foreign countries and follow the instructions, until 11:59 p.m. EDT on June 3, 2026.

MAIL

If you request or receive a paper proxy card by mail, complete, sign and date the proxy card and return it in the postage-paid envelope that is enclosed with your proxy materials.

During the 2026 Annual Meeting - Beneficial Owners:

If you are a beneficial owner, to vote electronically or submit a question online at the 2026 Annual Meeting, you must first obtain a valid legal proxy from your bank, broker or other holder of record and then register in advance to attend the 2026 Annual Meeting. Follow the instructions from your bank, broker or other holder of record included in the proxy materials that you are provided, or contact your bank, broker or other holder of record to request a legal proxy form. After obtaining a valid legal proxy from your bank, broker or other holder of record, to register to vote electronically or submit a question online at the 2026 Annual Meeting, you must submit proof of your legal proxy reflecting the number of your shares along with your name and email address to Equiniti Trust Company, LLC. Requests for registration should be directed to proxy@equiniti.com or to facsimile number 718-765-8730. Written requests can be mailed to:

Equiniti Trust Company, LLC
Attn: Proxy Tabulation Department
55 Challenger Road, 2nd Floor
Ridgefield Park, NJ 07660

Requests for registration must be labeled as "Legal Proxy" and be received no later than 5:00 p.m. EDT, on May 21, 2026. You will receive a confirmation of your registration by email and an 11 digit control number after Equiniti Trust Company, LLC receives your registration materials.

In order to vote electronically or submit a question online during the 2026 Annual Meeting, you will need to follow the instructions posted at https://edge.media-server.com/mmc/p/e4koppar. Please have the 11 digit control number provided by Equiniti Trust Company, LLC when you registered and the password "10xgenomics2026."

If you are unable to locate your 11-digit control number and cannot log-in as a validated stockholder, you may opt to participate in the 2026 Annual Meeting as a "guest," and you will only be able to listen to the meeting and will not be able to vote or submit your questions during the meeting.

During the 2026 Annual Meeting - Record Holders:

If you are a stockholder of record, to vote electronically or submit a question online during the 2026 Annual Meeting, you will need to log into the meeting using the 11-digit control number provided by Equiniti Trust Company, LLC in your proxy materials by visiting https://edge.media-server.com/mmc/p/e4koppar. (Password: "10xgenomics2026") and following the instructions posted.


10X GENOMICS, INC.			7			2026 PROXY STATEMENT

Can I change my vote after I return my proxy card?

Yes. The giving of a proxy does not eliminate the right to vote at the 2026 Annual Meeting should any stockholder giving the proxy so desire. Stockholders have an unconditional right to revoke their proxy at any time prior to the exercise of that proxy by (1) voting at the 2026 Annual Meeting, (2) filing a written revocation or (3) submitting a duly executed proxy bearing a later date than the proxy being revoked with our Secretary at our headquarters.

If your shares of our Class A common stock are held in street name through a broker, bank or other nominee, you should contact the record holder of your shares regarding how to revoke your proxy or change your vote.

Who pays for costs relating to soliciting proxies, the proxy materials and the annual meeting of stockholders?

The company will pay for the entire cost of soliciting proxies. In addition to the use of mail, our directors, officers and employees may solicit proxies personally and by telephone, facsimile and other electronic means. They will receive no compensation for such tasks in addition to their regular salaries. We may request banks, brokers and other custodians, nominees and fiduciaries to forward copies of the proxy materials to their principals and to request authority for the execution of proxies. We may reimburse these persons for their expenses in so doing. The costs of preparing, assembling and mailing the proxy materials, along with the cost of posting the proxy materials online and holding the 2026 Annual Meeting, will also be borne by us.

What does it mean if I received more than one Notice, proxy card and/or voting instruction form?

If you receive more than one Notice, proxy card and/or voting instruction form, your shares may be registered in more than one name or in different accounts. Please follow the voting instructions on each Notice, proxy card and/or voting instruction form to ensure that all of your shares are voted.

How may I obtain a printed set of proxy materials?

Record holders

You will not receive a printed copy of the proxy materials unless you request to receive these materials by (1) visiting https://us.astfinancial.com/OnlineProxyVoting/ProxyVoting/RequestMaterials, (2) calling 888-776-9962 in the United States or 718-921-8562 for international callers or (3) sending an email to helpast@equiniti.com. If sending an email, please include your 11 digit control number found within your original proxy material distribution.

Beneficial owners

You will not receive a printed copy of the proxy materials unless you contact your bank, broker or other holder of record to request a hard copy of the materials.

Is my vote confidential?

Proxy instructions, ballots and voting tabulations that identify individual stockholders are handled in a manner that protects your voting privacy. Your vote will not be disclosed either within 10x Genomics, Inc. or to third parties, except as necessary to meet applicable legal requirements, to allow for the tabulation of votes and certification of the vote, or to facilitate a successful proxy solicitation.

I share an address with another stockholder, and we received only one paper copy of the proxy materials. How may I obtain an additional copy of the proxy materials?

We have adopted a procedure called “householding,” which has been approved by the SEC. Under this procedure, we will deliver only one copy of our Notice of Internet Availability of Proxy Materials, and for those stockholders that received a paper copy of proxy materials in the mail, one copy of our Annual Report and this Proxy Statement, to multiple stockholders who share the same address (if


10X GENOMICS, INC.			8			2026 PROXY STATEMENT

they appear to be members of the same family) unless we have received contrary instructions from an affected stockholder. Stockholders who participate in householding will continue to receive separate proxy cards if they received a paper copy of proxy materials in the mail. This procedure reduces our printing and mailing costs. Upon written or oral request, we will promptly deliver a separate copy of the proxy materials and Annual Report to any stockholder at a shared address to which we delivered a single copy of any of these documents. To receive a separate copy, or, if you are receiving multiple copies, to request that we only send a single copy of next year’s proxy materials and annual report, you may contact us as follows:

10x Genomics, Inc.
Attn: Secretary
6230 Stoneridge Mall Road
Pleasanton, CA 94588
(925) 401-7300

Stockholders who hold shares in street name may contact their brokerage firm, bank, broker-dealer or other nominee to request information about householding.

How can I find out the results of the voting at the 2026 Annual Meeting?

Voting results will be tabulated and certified by the inspector of elections appointed for the 2026 Annual Meeting. Preliminary voting results will be announced at the 2026 Annual Meeting. In addition, final voting results will be published in a current report on Form 8-K that we expect to file within four business days after the 2026 Annual Meeting. If final voting results are not available to us at that time, we intend to file a Form 8-K to publish preliminary results and, within four business days after the final results are known to us, file an amendment to the Form 8-K to publish the final results.


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Board of Directors
and Corporate Governance

Director Independence

Our Class A common stock is listed on the Nasdaq Global Select Market (“Nasdaq”). Under the rules of Nasdaq, independent directors must comprise a majority of a listed company’s board of directors. In addition, the rules of Nasdaq require that, subject to specified exceptions, each member of a listed company’s audit, compensation and nominating and corporate governance committees be independent. Audit committee members and compensation committee members must also satisfy the independence criteria set forth in Rule 10A-3 and Rule 10C-1, respectively, under the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Under the rules of Nasdaq, a director will only qualify as an “independent director” if the company’s board of directors determines that person does not have a relationship that would interfere with the exercise of independent judgment in carrying out the responsibilities of a director.

To be considered to be independent for purposes of Rule 10A-3 and under the rules of Nasdaq, a member of an audit committee of a listed company may not, other than in his or her capacity as a member of the audit committee, the board of directors or any other board committee: (1) accept, directly or indirectly, any consulting, advisory or other compensatory fee from the listed company or any of its subsidiaries or (2) be an affiliated person of the listed company or any of its subsidiaries.

To be considered independent for purposes of Rule 10C-1 and under the rules of Nasdaq, the board of directors must affirmatively determine that each member of the compensation committee is independent, including a consideration of all factors specifically relevant to determining whether the director has a relationship to the company which is material to that director’s ability to be independent from management in connection with the duties of a compensation committee member, including, but not limited to: (i) the source of compensation of such director, including any consulting, advisory or other compensatory fee paid by the company to such director and (ii) whether such director is affiliated with the company, a subsidiary of the company or an affiliate of a subsidiary of the company.

Our board of directors undertook a review of its composition, the composition of its committees and the independence of our directors and considered whether any director has a material relationship with us that could compromise his or her ability to exercise independent judgment in carrying out his or her responsibilities. Based upon information requested from and provided by each director concerning his or her background, employment and affiliations, including family relationships, our board of directors has determined that Sri Kosaraju, Alan Mateo, Kimberly Popovits, John Stuelpnagel, Shehnaaz Suliman and Sarah Teichmann, representing six of our eight directors, do not have a relationship that would interfere with the exercise of independent judgment in carrying out the responsibilities of a director and that each of these directors is “independent” as that term is defined under the rules of Nasdaq.

In making these determinations, our board of directors considered the current and prior relationships that each non-employee director has with the company and all other facts and circumstances our board of directors deemed relevant in determining their


10X GENOMICS, INC.			10			2026 PROXY STATEMENT

independence, including the beneficial ownership of our capital stock by each non-employee director, and the transactions involving them described in the section titled “Certain Relationships and Related Party Transactions.” There are no family relationships among any of our executive officers or directors.

Each of the audit committee, compensation committee and nominating and corporate governance committee of our board of directors are comprised entirely of directors determined by the board of directors to be independent within the meaning of Nasdaq and SEC rules and regulations applicable to the members of such committees.

Key Governance Practices


Six out of eight (75%) independent directors						No poison pill
Independent chair of the board						Stock ownership policy for directors and executive officers
All board committees comprised of and chaired by independent directors						Clawback policy
Separate chair and CEO						Prohibition on hedging, pledging and short sales of 10x stock
Majority voting standard in director elections						Annual “Say on Pay” advisory vote
Executive session for non-employee directors included on the agenda of regular board meetings						Active stockholder and stakeholder engagement
Policies regarding related party transactions						Annual board and board committee self-assessment process, overseen by the nominating and corporate governance committee
Board oversight and annual review of succession planning strategies						Management of key risks and compliance obligations, overseen by the board of directors and its committees

Board of Directors Leadership Structure

Our board of directors is currently chaired by John Stuelpnagel. As a general policy, our board of directors believes that separation of the positions of chairman of our board of directors and Chief Executive Officer and President (a) reinforces the independence of our board of directors from management, (b) creates an environment that encourages objective oversight of management’s performance and (c) enhances the effectiveness of our board of directors which we believe strengthens the governance structure of the company as a whole. As such, Serge Saxonov serves as our Chief Executive Officer and Benjamin Hindson serves as our President while John Stuelpnagel serves as the chairman of our board of directors but is not an executive officer. We currently expect and intend the positions of chairman of our board of directors and Chief Executive Officer and President to continue to be held by separate individuals in the future.


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Role of Board of Directors in Risk Oversight

Our board of directors has an active role, as a whole and also at the committee level, in overseeing the management of our risks. Our board of directors is responsible for general oversight of risks and regular review of information regarding our risks, including major operational, financial, cybersecurity, legal and reputational risk exposures. The compensation committee is responsible for overseeing the management of risks relating to our executive compensation plans and arrangements. The audit committee is responsible for overseeing the management of risks relating to accounting matters, data privacy, cybersecurity and financial reporting. The nominating and corporate governance committee is responsible for overseeing the management of risks associated with the independence of our board of directors and potential conflicts of interest. Although each committee is responsible for evaluating certain risks and overseeing the management of such risks, our entire board of directors is regularly informed through discussions with committee members about such risks. Our board of directors believes its administration of its risk oversight function has not negatively affected the board of directors’ leadership structure.

Additionally, our board of directors has been engaged with management in monitoring the market and industry developments, and management is in regular communication with the board of directors about the assessment and management of the significant risks to the company.

Board Composition

Our board of directors reflects a range of professional backgrounds and viewpoints. The board of directors is committed to seeking out highly qualified candidates from various backgrounds who combine a broad spectrum of experience and expertise with a reputation for integrity.

Skills Matrix

The board of directors believes that the combination of backgrounds, skills and experiences has produced a board that is well-equipped to exercise oversight responsibilities on behalf of our stockholders. The following tables highlight the key skills, qualifications and experiences that each director brings to our board of directors. The skills matrix is a summary, and it is not intended to be a complete description of all the key skills, qualifications, attributes and experience of each director. Our directors have developed competencies in these skills through education, direct experience and oversight responsibilities.


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Knowledge, Skills & Experience

Hindson

Kosaraju

Mateo

Popovits

Saxonov

Stuelpnagel

Suliman

Teichmann

EXECUTIVE LEADERSHIP EXPERIENCE

Executive Leadership

Public Company Executive Experience

Recent Public Company Board Experience

FINANCIAL EXPERIENCE

Accounting / Financial Reporting/Finance

Financial Literacy / Expertise

Risk Management

Capital Markets/Mergers & Acquisitions

RELEVANT BUSINESS EXPERIENCE

Life Science

Biopharma R&D

International Business

Investor Relations Management

Business Operations/Development

Human Capital Management

Strategic and Portfolio Planning

Technology

Cybersecurity

CORPORATE GOVERNANCE

Corporate Governance

Environmental / Social Responsibility

10x BOARD TENURE

Years

13.75

1.75

13.75

12.67

6.67

1.67


10X GENOMICS, INC.			13			2026 PROXY STATEMENT

Board of Directors and Committee Meetings

During 2025, our board of directors held six meetings (including regularly scheduled and special meetings), and each director attended at least 75% of the aggregate of (i) the total number of meetings of our board of directors held during the period for which he or she served as a director and (ii) the total number of meetings held by all committees of our board of directors on which he or she served during the periods that he or she served. It is the policy of our board of directors to regularly have separate meeting times for independent directors without management. Although we do not have a formal policy regarding attendance by members of our board of directors at annual meetings of stockholders, we encourage, but do not require, our directors to attend. A majority of the members of our board of directors attended last year’s annual meeting.

Board of Directors Committees

Our board of directors has four standing committees: the audit committee, the compensation committee, the mergers and acquisitions committee and the nominating and corporate governance committee. The audit committee, the compensation committee and the nominating and corporate governance committee are each governed by a charter which satisfies the applicable rules of the SEC and the listing standards of Nasdaq and is available on our website at https://investors.10xgenomics.com/ in the “Governance” section of our Investors webpage. The mergers and acquisitions committee is not governed by a charter. We intend to post any amendments to the charters for each applicable committee on the same website. We believe that the composition of each of the audit committee, the compensation committee and the nominating and corporate governance committee meets the applicable criteria for independence under, and the functioning of these committees complies with the applicable requirements of, the Sarbanes-Oxley Act of 2002, the Nasdaq rules and SEC rules and regulations. We intend to continue to comply with Nasdaq requirements with respect to committee composition of independent directors. Each committee has the composition and responsibilities described below.

Audit Committee

The members of our audit committee during 2025 were Mr. Kosaraju (chair throughout 2025), Ms. Popovits and Dr. Stuelpnagel. Mr. Kosaraju stepped down from the committee, and Dr. Stuelpnagel was appointed chair and Mr. Mateo was appointed a member, effective January 28, 2026. The composition of our audit committee meets the requirements for independence under the current Nasdaq listing rules and Rule 10A-3 of the Exchange Act. Each member of our audit committee is financially literate and a person with appropriate accounting or related financial management expertise as required by the Nasdaq listing rules. In addition, our board of directors has determined that Mr. Kosaraju and Dr. Stuelpnagel are each an “audit committee financial expert” within the meaning of Item 407(d)(5) of Regulation S-K of the Securities Act of 1933, as amended. This designation does not impose on such directors any duties, obligations or liabilities that are greater than are generally imposed on members of our audit committee and our board of directors. During 2025, our audit committee held five meetings. Our audit committee is directly responsible for, among other things:

•appointing, retaining, compensating and overseeing the work of our independent registered public accounting firm;

•assessing the independence and performance of our independent registered public accounting firm;

•reviewing with our independent registered public accounting firm the scope and results of the firm’s annual audit of our financial statements;

•overseeing the financial reporting process and discussing with management and our independent registered public accounting firm the interim and annual financial statements that we will file with the SEC;

•pre-approving all audit and permissible non-audit services to be performed by our independent registered public accounting firm in compliance with the rules of the Public Company Accounting Oversight Board, SEC and International Ethics Standards Board for Accountants;

•reviewing policies and practices related to risk assessment and management;

•reviewing our accounting and financial reporting policies and practices and accounting controls, as well as compliance with legal and regulatory requirements;


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•reviewing, overseeing, approving or disapproving any related-person transactions;

•reviewing our cybersecurity readiness and other policies and procedures related to data governance;

•reviewing with management disclosures with respect to environmental, social and governance matters in our filings;

•reviewing with our management the scope and results of management’s evaluation of our disclosure controls and procedures and management’s assessment of our internal control over financial reporting, including the related certifications to be included in the periodic reports we will file with the SEC; and

•establishing procedures for the confidential anonymous submission of concerns regarding questionable accounting, internal controls or auditing matters, or other ethics or compliance issues.

Compensation Committee

The members of our compensation committee in 2025 were Dr. Stuelpnagel (chair throughout 2025), Ms. Popovits and Mr. Mateo. Mr. Mateo was appointed as a member effective July 25, 2025. Dr. Stuelpnagel stepped down as chair, and Ms. Popovits was appointed chair, effective January 28, 2026. All persons who served on our compensation committee during 2025 were non-employee directors, as defined by Rule 16b-3 promulgated under the Exchange Act and met the requirements for independence under current Nasdaq listing standards and SEC rules and regulations.

During 2025, our compensation committee held five meetings. From December 2023 through the date hereof, our compensation committee has engaged Alpine Rewards, LLC as its independent compensation consultant to assist with its duties, including providing input on the compensation peer group selection, insight into competitive compensation practices and advice on executive compensation programs and decisions. See the section titled “Role of the Compensation Consultant” below for further information. Our compensation committee is responsible for, among other things:

•reviewing and approving, or recommending that our board of directors approve, the compensation of our executive officers;

•reviewing and approving our clawback policy and monitoring compliance therewith;

•overseeing the administration of our equity incentive plans;

•reviewing and approving, or making recommendations to our board of directors with respect to, incentive compensation and equity plans;

•overseeing the development, implementation and effectiveness of our practices, policies and strategies relating to human capital management including matters relating to recruiting, selection, talent development, progression and retention, culture and human health and safety practices;

•overseeing our compliance with, the company's change in control severance policy, death and disability policy and equity award delegation policy;

•reviewing the risks that may arise from our compensation programs; and

•establishing and reviewing general policies relating to compensation and benefits of our employees.

Mergers and Acquisitions Committee

The members of our mergers and acquisitions committee are Mr. Kosaraju and Drs. Suliman and Stuelpnagel, with Mr. Kosaraju serving as the chairperson. Our mergers and acquisitions committee met twice in 2025. The chairperson and members of the mergers and acquisition committee were not compensated for their service on the committee in 2025. Our mergers and acquisitions committee assists the board of directors in reviewing, assessing and, in some circumstances, approving potential mergers, acquisitions, divestitures and other similar strategic transactions and meets on an ad hoc basis.


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Nominating and Corporate Governance Committee

The members of our nominating and corporate governance committee are Dr. Suliman (chair) and Mr. Mateo. During 2025, our nominating and corporate governance committee held one meeting. Our nominating and corporate governance committee is responsible for, among other things:

•identifying, evaluating and recommending candidates for membership on our board of directors, including the consideration of nominees submitted by stockholders, and to each of the board’s committees;

•reviewing and evaluating the adequacy of our Corporate Governance Guidelines;

•overseeing the process of evaluating the performance of our board of directors; and

•assisting our board of directors on corporate governance matters.

It is the policy of the nominating and corporate governance committee of our board of directors to consider recommendations for candidates to our board of directors from stockholders. The nominating and corporate governance committee will consider candidates recommended by stockholders in the same manner as candidates recommended to the nominating and corporate governance committee from other sources. The nominating and corporate governance committee may propose to our board of directors a candidate recommended or offered for nomination by a stockholder as a nominee for election to our board of directors. In the future, the nominating and corporate governance committee may pay fees to third parties to assist in identifying or evaluating director candidates.

The nominating and corporate governance committee seeks to identify as candidates for director persons with a reputation for and record of integrity and good business judgment and across their nominations, seeks to represent a mix of backgrounds and experiences that will enhance the quality of the deliberations and decisions of our board of directors as a whole. The nominating and corporate governance committee considers the nature of the expertise and experience required for the performance of the duties of a director of the company, and such matters as the candidate’s relevant business and industry experience, professional background, age, current employment, community service and other board service. Overall, the nominating and corporate governance committee seeks to include a range of experience and background to ensure that a broad range of views are considered.

In addition, the nominating and corporate governance committee shall take into account all factors it considers appropriate in recommending candidates for election to the board of directors, which may include:

•The current size and composition of our board of directors and the needs of our board of directors and the respective committees of our board of directors.

•Such factors as character, integrity, judgment, range of experience, independence, area of expertise, corporate experience, length of service, potential conflicts of interest, other commitments and the like. The nominating and corporate governance committee evaluates these factors, among others, and does not assign any particular weighting or priority to any of these factors.

•Other factors that the nominating and corporate governance committee deems appropriate.

The nominating and corporate governance committee requires the following minimum qualifications to be satisfied by any nominee for a position on our board of directors:

•The highest personal and professional ethics and integrity.

•Proven achievement and competence in the nominee’s field and the ability to exercise sound business judgment.

•Skills that are complementary to those of the existing board of directors.

•The ability to assist and support management and make significant contributions to the company’s success.


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•An understanding of the fiduciary responsibilities that are required of a member of our board of directors and the commitment of time and energy necessary to diligently carry out those responsibilities.

If the nominating and corporate governance committee determines that an additional or replacement director is required, the nominating and corporate governance committee may take such measures that it considers appropriate in connection with its evaluation of a director candidate, including candidate interviews, inquiry of the person or persons making the recommendation or nomination, engagement of an outside search firm to gather additional information or reliance on the knowledge of the members of the nominating and corporate governance committee, our board of directors or management.

Stockholder Recommendations for Nominations to the Board of Directors

A stockholder that wants to recommend a candidate for election to the board of directors should direct the recommendation in writing by letter to 10x Genomics, Inc., attention of the Secretary, at 6230 Stoneridge Mall Road, Pleasanton, California 94588. The recommendation should include the candidate’s name, home and business contact information, detailed biographical data, relevant qualifications, a signed letter from the candidate confirming willingness to serve, information regarding any relationships between the candidate and 10x Genomics, Inc. and evidence of the recommending stockholder’s ownership of our stock. Such recommendations must also include a statement from the recommending stockholder in support of the candidate, particularly within the context of the criteria for board membership, as well as personal references.

A stockholder that instead desires to nominate a person directly for election to the board of directors at an annual meeting of the stockholders must meet the deadlines and other requirements set forth in Section 2.03 of our amended and restated bylaws and the rules and regulations of the SEC. Section 2.03 of our amended and restated bylaws requires that a stockholder who seeks to nominate a candidate for director must provide a written notice to the Secretary of the company not later than the close of business on the ninetieth (90th) day and not earlier than the close of business on the one hundred and twentieth (120th) day prior to the first anniversary of the preceding year’s annual meeting; provided, however, that in the event that the date of the annual meeting is advanced by more than thirty (30) days, or delayed by more than seventy (70) days, from the anniversary date of the previous year’s meeting, or if no annual meeting was held in the preceding year, notice by the stockholder to be timely must be so delivered not earlier than the close of business on the one hundred and twentieth (120th) day prior to such annual meeting and not later than the close of business on the later of the ninetieth (90th) day prior to such annual meeting and the close of business on the tenth (10th) day following the day on which public announcement of the date of such meeting is first made. That notice must state the information required by Section 2.03 of our amended and restated bylaws, and otherwise must comply with applicable federal and state law. Public announcement of an adjournment or postponement of an annual meeting shall not commence a new time period (or extend any time period) for the giving of a stockholder’s notices. The Secretary of the company will provide a copy of the bylaws upon request in writing from a stockholder. “Public announcement” shall mean disclosure (a) in a press release released by us, provided that such press release is released by us following our customary procedures, is reported by the Dow Jones News Service, Associated Press or comparable national news service, or is generally available on internet news sites, or (b) in a document publicly filed by us with the SEC pursuant to Section 13, 14 or 15(d) of the Exchange Act and the rules and regulations promulgated thereunder.

Stockholders also have the right under our amended and restated bylaws to propose director candidates for consideration by the nominating and corporate governance committee or our board of directors and also directly nominate director candidates, without any action or recommendation on the part of the nominating and corporate governance committee or our board of directors, by following the procedures set forth in the section of this Proxy Statement titled “Proposals of Stockholders for our 2027 Annual Meeting.”

Compensation Committee Interlocks and Insider Participation

During 2025, Ms. Popovits, Dr. Stuelpnagel and Mr. Mateo served on our compensation committee. None of these individuals is or has been an officer or employee of the company. None of our executive officers currently serves, or in the past year has served, as a


10X GENOMICS, INC.			17			2026 PROXY STATEMENT

member of the board of directors or compensation committee (or other board committee performing equivalent functions) of any entity that has one or more of its executive officers serving on our board of directors or compensation committee.

Corporate Governance Guidelines and Code of Business Conduct and Ethics

Our board of directors has adopted Corporate Governance Guidelines. These guidelines address items such as the qualifications and responsibilities of our directors and director candidates and corporate governance policies and standards applicable to us in general. In addition, our board of directors has adopted a Code of Business Conduct and Ethics that applies to all of our employees, officers and directors, including our Chief Executive Officer, Chief Financial Officer and other executive and senior financial officers. The full text of our Corporate Governance Guidelines and our Code of Business Conduct and Ethics is posted on our website at https://investors.10xgenomics.com/ in the “Governance” section of our Investors webpage. We intend to post any amendments to our Corporate Governance Guidelines or Code of Business Conduct and Ethics, and any waivers of our Code of Business Conduct and Ethics for directors and executive officers, on the same website.

Insider Trading Policy

We have adopted an insider trading compliance policy governing the purchase, sale and other dispositions of our securities by our directors, officers, employees and agents that are designed to promote compliance with insider trading laws, rules and regulations, and applicable Nasdaq listing standards, as well as procedures designed to further the foregoing purposes.

Our insider trading policy provides that our directors, officers, employees and agents (such as our consultants and independent contractors) may not trade any of our securities while in possession of material, non-public information (“MNPI”) relating to such security. In addition, our insider trading policy prohibits the purchase or sale of any of our securities during specified restricted periods that generally begin on the fifteenth day of the last month of each fiscal quarter and end at the start of the third full trading day following the date of public disclosure of the financial results for the related fiscal quarter. There are limited exceptions to these restricted trading periods, such as certain exercises of stock options or trades made pursuant to an established plan intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) of the Exchange Act. Our insider trading policy includes restrictions regarding direct or indirect communications of MNPI to anyone outside the company. Our insider trading policy also prohibits all covered persons from engaging in derivative securities transactions, including hedging, with respect to our securities and from pledging our securities as collateral for a loan or holding our securities in a margin account.

The foregoing summary of our insider trading policy is not complete and is qualified by reference to our full insider trading policy, a copy of which can be found as an exhibit to our Annual Report on Form 10-K for the year ended December 31, 2025 filed with the SEC on February 13, 2026.

Communications with the Board of Directors

Our board of directors believes that management speaks for 10x Genomics, Inc. Individual board members may, from time to time, communicate with various constituencies that are involved with the company, but it is expected that board members would do this with knowledge of management and, in most instances, only at the request of management.

In cases where stockholders and other interested parties wish to communicate directly with our non-management directors, messages can be sent to our Secretary at 6230 Stoneridge Mall Road, Pleasanton, California 94588. Our Secretary monitors these communications and will provide a summary of all received messages to the board of directors at each regularly scheduled meeting of the board of directors. Our board of directors generally meets on a quarterly basis. Where the nature of a communication warrants, our Secretary may determine, in his judgment, to obtain the more immediate attention of the appropriate committee of the board or non-management director, of independent advisors or of company management, as our Secretary considers appropriate.


10X GENOMICS, INC.			18			2026 PROXY STATEMENT

Our Secretary may decide in the exercise of his judgment whether a response to any stockholder or interested party communication is necessary.

This procedure for stockholder and other interested party communications with the non-management directors is administered by the company’s nominating and corporate governance committee. This procedure does not apply to (a) communications to non-management directors from officers or directors of the company who are stockholders, (b) stockholder proposals submitted pursuant to Rule 14a-8 under the Exchange Act or (c) communications to the audit committee pursuant to the Company's Whistleblower Policy for complaints related to accounting and auditing matters.


10X GENOMICS, INC.			19			2026 PROXY STATEMENT

Director Compensation

Non-Employee Director Compensation Policy

In 2025, each of our non-employee directors was entitled to annual compensation in accordance with the following non-employee director compensation policy.

Cash compensation under our non-employee director compensation policy includes:

•an annual cash retainer of $55,000 (increased to $60,000 effective April 26, 2025); and

•the non-employee director serving as chair of our board of directors and each non-employee director serving as a member or chair, as applicable, of the following committees of our board of directors receive the following additional annual retainers:

•Chair of the Board of Directors: $50,000 (increased to $60,000 effective April 26, 2025)

•Audit Committee Chair: $25,000

•Audit Committee Member: $10,000

•Compensation Committee Chair: $18,250

•Compensation Committee Member: $8,000

•Nominating and Corporate Governance Chair: $12,500 (increased to $12,750 effective April 26, 2025) and

•Nominating and Corporate Governance Member: $5,000.

All cash retainers are paid quarterly in arrears and prorated for any partial service or adjustment to annual retainer amounts.

The Board amended our non-employee director compensation policy on April 26, 2025. Under the non-employee director compensation policy effective as of April 26, 2025, equity compensation includes initial equity awards and annual equity awards as described below.

Each non-employee director who is initially elected or appointed to our board of directors on any date other than the date of an annual meeting is automatically granted, on the last business day of the month that follows the month in which such non-employee director's initial election or appointment occurred, a number of restricted stock units that will, upon vesting, settle in shares of our Class A common stock, which number is determined by dividing $400,000 by the average closing price per share of Class A common stock over the first twenty trading days of the month that immediately follows the month in which such non-employee director’s initial election or appointment occurs. Each initial award of restricted stock units shall vest as to one-third of such award on the first anniversary of the first to occur, on or following the date on which such initial award is granted, of February 21, May 21, August 21 or November 21 following the initial award grant date and thereafter vest in equal quarterly installments for the following two years.

Effective April 26, 2025, each non-employee director who serves on the Board as of the date of any annual meeting of the company’s stockholders and will continue to serve as a non-employee director immediately following such annual meeting is automatically granted, on the date of such annual meeting, a number of restricted stock units that will, upon vesting, settle in shares of our Class A


10X GENOMICS, INC.			20			2026 PROXY STATEMENT

common stock, which number is determined by dividing $215,000 by the greater of (x) the average closing price per share of Class A common stock over the twenty trading days preceding such annual meeting or (y) $14.00. A non-employee director elected for the first time to our board of directors at an annual meeting shall only receive an annual award in connection with such election, and shall not receive any initial award (as described above). Each annual award of restricted stock units shall vest in four equal quarterly installments following the date of the annual meeting on which such annual award is granted, with one fourth of such annual award of restricted stock units vesting on the first to occur, on or following the date of the annual meeting on which such annual award is granted, of February 21, May 21, August 21 or November 21 following the date of such annual meeting, and one fourth of each annual award of restricted stock units vesting quarterly thereafter.

In each case, the equity awards granted will vest in full immediately prior to the occurrence of a change in control.

Our directors are not paid any fees for attending meetings. However, our directors are eligible for reimbursement for travel and lodging expenses associated with attendance at board or committee meetings.

Non-Employee Director Compensation Table

The following table provides information regarding compensation earned during the fiscal year ended December 31, 2025 by each non-employee director for his or her service on the board of directors and any committee(s). Our employee directors receive no additional compensation for serving on our board of directors. The compensation paid to Dr. Saxonov for serving as our Chief Executive Officer and Dr. Hindson for serving as our President and Chief Scientific Officer is set forth in the Summary Compensation Table in the Executive Compensation section below.


Name	Fees Earned or Paid in Cash ($)(1)	Stock Awards ($)(2)	Total ($)

John R. Stuelpnagel	143,511	139,902	283,413
Sri Kosaraju	83,420	139,902	223,323
Alan Mateo	68,371	139,902	208,273
Kimberly J. Popovits	76,420	139,902	216,323
Shehnaaz Suliman	71,091	139,902	210,994
Sarah Teichmann	58,420	139,902	198,323

(1)The fees paid to non-employee directors are described above under the heading “Non-Employee Director Compensation Policy.”

(2)The amounts shown represent the grant date fair value of the equity awards granted to our non-employee directors in fiscal year 2025, as computed in accordance with FASB ASC Topic 718 and is based upon the market price of our Class A common stock on the date of grant. There can be no assurance that the restricted stock units ("RSUs") will vest in full (in which case no value with respect to such RSUs will be realized by the individual) or that the value upon exercise or upon vesting, as applicable, will approximate the fair value as computed in accordance with FASB ASC Topic 718. As of December 31, 2025, the aggregate number of outstanding stock options to purchase shares of our Class A common stock held by each of our non-employee directors who served during fiscal year 2025 included: Mr. Kosaraju, 100,123; Ms. Popovits, 26,286; Dr. Stuelpnagel, 15,956; and Dr. Suliman, 115,956. Dr. Teichmann and Mr. Mateo held no outstanding options as of December 31, 2025. As of December 31, 2025 the aggregate number of outstanding RSUs which vest and settle into shares of our Class A common stock held by each of our non-employee directors who served during fiscal year 2025 included: Mr. Kosaraju, 7,679; Mr. Mateo, 20,333; Ms. Popovits, 7,679; Dr. Stuelpnagel, 7,679; Dr. Suliman, 7,679; and Dr. Teichmann, 20,347.


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MATTERS TO COME BEFORE THE 2026 ANNUAL MEETING

Proposal One

Election of Directors


Board of Directors Composition Our board of directors currently consists of eight members, with staggered three-year terms, pursuant to our amended and restated certificate of incorporation and amended and restated bylaws. Three directors in Class I will stand for election at the 2026 Annual Meeting. The terms of office for directors in Class II and Class III will expire at our Annual Meetings of Stockholders to be held in 2027 and 2028, respectively. At the recommendation of our nominating and corporate governance committee, our board of directors proposes that the Class I nominees named below be elected as Class I directors, each to serve a three-year term expiring at our 2029 Annual Meeting of Stockholders or until such director's successor is duly elected and qualified or until such director's earlier death, resignation, disqualification or removal.
						RECOMMENDATION OF THE BOARD OF DIRECTORS THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR THE ELECTION OF THE CLASS I DIRECTOR NOMINEES SET FORTH UNDER PROPOSAL ONE

Name

Age

Class

Position

Serge Saxonov

Chief Executive Officer and Director

Benjamin J. Hindson

Chief Scientific Officer, President and Director

John R. Stuelpnagel(1)(2)(3)

Chairman of our Board of Directors

Alan Mateo(1)(2)(4)

Director

Kimberly J. Popovits(1)(2)

Director

Sarah Teichmann

Director

Sri Kosaraju(3)

III

Director

Shehnaaz Suliman(3)(4)

III

Director

(1)Member of our audit committee.

(2)Member of our compensation committee.

(3)Member of our mergers and acquisitions committee.

(4)Member of our nominating and corporate governance committee.


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SEC Form DEF 14A filed by 10x Genomics Inc.