DEF 14A of 10x Genomics, Inc., Apr 24, 2026

DEF 14A of 10x Genomics, Inc.

Filed Apr 24, 2026 · FY20250001628280-26-027201

Open on EDGAR

  1. Non-Employee Director Compensation Policy

    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

  2. Non-Employee Director Compensation Policy

    | 10X GENOMICS, INC. | 20 | 2026 PROXY STATEMENT |

  3. Non-Employee Director Compensation Policy

    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.

  4. Non-Employee Director Compensation Table

    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.

  5. Non-Employee Director Compensation Table

    | 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 |

  6. Non-Employee Director Compensation Table

    (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.

  7. Non-Employee Director Compensation Table

    | 10X GENOMICS, INC. | 21 | 2026 PROXY STATEMENT |

  8. Non-Employee Director Compensation Table

    | MATTERS TO COME BEFORE THE 2026 ANNUAL MEETING |

  9. Non-Employee Director Compensation Table

    Proposal One Election of Directors

  10. Non-Employee Director Compensation Table

    | 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 |

  11. Non-Employee Director Compensation Table

    | Name | Age | Class | Position | | Serge Saxonov | 49 | I | Chief Executive Officer and Director | | Benjamin J. Hindson | 51 | I | Chief Scientific Officer, President and Director | | John R. Stuelpnagel(1)(2)(3) | 68 | I | Chairman of our Board of Directors | | Alan Mateo(1)(2)(4) | 64 | II | Director | | Kimberly J. Popovits(1)(2) | 67 | II | Director | | Sarah Teichmann | 50 | II | Director | | Sri Kosaraju(3) | 48 | III | Director | | Shehnaaz Suliman(3)(4) | 54 | III | Director |

  12. Non-Employee Director Compensation Table

    (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.

  13. Non-Employee Director Compensation Table

    | 10X GENOMICS, INC. | 22 | 2026 PROXY STATEMENT |

  14. Nominees

    Nominees

  15. Nominees

    | | | Serge Saxonov, Ph.D. co-founded 10x Genomics, Inc. and has served as our Chief Executive Officer and on our board of directors since July 2012. Dr. Saxonov also served as our President from July 2012 until October 2012. Prior to co-founding our company, Dr. Saxonov was Vice President of Applications at QuantaLife, a privately-held life sciences company, from May 2010 to April 2012. Dr. Saxonov served as Founding Architect and Director of research and development at 23andMe, a privately held personal genomics and biotechnology company, from June 2006 until May 2010. Dr. Saxonov received a Ph.D. in biomedical informatics from Stanford University and an A.B. in applied mathematics from Harvard College. WE BELIEVE THAT DR. SAXONOV IS QUALIFIED TO SERVE ON OUR BOARD OF DIRECTORS BECAUSE OF HIS EXPERIENCE AS OUR CO-FOUNDER AND CHIEF EXECUTIVE OFFICER, INDUSTRY KNOWLEDGE, PREVIOUS EXPERIENCE AND EXTENSIVE ACADEMIC TRAINING. | | | Serge Saxonov, Ph.D. Age: 49 Director Since: 2012 | |

  16. Nominees

    | | | Benjamin J. Hindson, Ph.D. co-founded 10x Genomics, Inc. in July 2012, has served as our Chief Scientific Officer and President since October 2012 and has served on our board of directors since July 2012. Dr. Hindson served as our President of Technology and Treasurer from July 2012 until October 2012 and as our Secretary from October 2012 until April 2014. Prior to co-founding our company, Dr. Hindson was Co-founder and Chief Scientific Officer of QuantaLife, a privately-held life sciences company from August 2008 until its sale to Bio-Rad Laboratories in October 2011. From 2002 to 2008, Dr. Hindson served in various positions at Lawrence Livermore National Laboratory in the Chemical and Biological Weapons Non-proliferation Program. Dr. Hindson earned his B.Sc. in Chemistry and his Ph.D. in Chemistry from Deakin University, Australia. WE BELIEVE THAT DR. HINDSON IS QUALIFIED TO SERVE ON OUR BOARD OF DIRECTORS BECAUSE OF HIS EXPERIENCE AS OUR CO-FOUNDER, PRESIDENT AND CHIEF SCIENTIFIC OFFICER, INDUSTRY KNOWLEDGE, PREVIOUS EXPERIENCE AND EXTENSIVE ACADEMIC TRAINING. | | | Benjamin J. Hindson, Ph.D. Age: 51 Director Since: 2012 | |

  17. Nominees

    | 10X GENOMICS, INC. | 23 | 2026 PROXY STATEMENT |

  18. Nominees

    | | | John R. Stuelpnagel, D.V.M. has been Chairman of our board of directors since August 2013. In addition, Dr. Stuelpnagel co-founded and was Executive Chairman of Ariosa Diagnostics from October 2009 to January 2015 when that company was sold to Roche. He was also the Chairman of Sequenta from November 2010 to January 2015 when that company was merged with Adaptive Biotechnologies where he continued as a member of their board of directors from January 2015 to November 2017. Dr. Stuelpnagel served as the Chairman of Fabric Genomics from August 2009 through April 2025 when that company was sold to GeneDx and the Chairman of Inscripta from April 2017 to April 2025 when that company was merged with Manus Bio. He has been the Chairman of Manus Bio since April 2025, a member of the board of directors for Encoded Therapeutics since May 2017, and a member of the board of directors for Volta, Inc. since May 2025. Previously, Dr. Stuelpnagel co-founded Illumina in 1998 where he worked in various capacities including Chief Executive Officer, Chief Financial Officer, Chief Operating Officer, and a member of the board of directors until March 2009. Prior to Illumina, Dr. Stuelpnagel was an associate at CW Group from 1997 to 1998. Dr. Stuelpnagel received his B.S. in Biochemistry and his Doctorate in Veterinary Medicine from the University of California, Davis and his M.B.A. from the University of California, Los Angeles. WE BELIEVE THAT DR. STUELPNAGEL IS QUALIFIED TO SERVE ON OUR BOARD OF DIRECTORS BECAUSE OF HIS EXPERIENCE AS A CO-FOUNDER OF LIFE SCIENCES AND PHARMACEUTICAL COMPANIES, PREVIOUS AND CURRENT EXPERIENCE SERVING AS A DIRECTOR AND EXECUTIVE OFFICER OF OTHER LIFE SCIENCES COMPANIES AND HIS EXTENSIVE EXPERIENCE IN BUSINESS. | | | John R. Stuelpnagel, D.V.M. Age: 68 Director Since: 2013 | |

  19. Nominees

    | 10X GENOMICS, INC. | 24 | 2026 PROXY STATEMENT |

  20. Continuing Directors

    Continuing Directors

  21. Continuing Directors

    | | | Sri Kosaraju has served on our board of directors since April 2019. Since January 2026, Mr. Kosaraju has served as a global chair of investment banking for JPMorgan Chase & Co to support the firm's healthcare industry vertical. Sri previously served as President and Chief Executive Officer of Inscripta from October 2020 to April 2025 when that company was merged with Manus Bio. He has served on the board of Manus Bio since April 2025 and on the board of Nevro Corp., a publicly traded medical device company, from August 2021 to April 2025. He has been a member of the board of directors for Hertz Foundation since October 2025. Previously, Mr. Kosaraju served as President of Penumbra, a publicly traded medical device company, from August 2019 to May 2020, Chief Financial Officer from May 2015 to November 2019 and as Head of Strategy from May 2015 to August 2019. Prior to joining Penumbra, he worked in investment banking for J.P. Morgan Securities LLC from 1999 to May 2015, where he held a variety of positions with successively greater responsibility including Managing Director of Equity Capital Markets, Head of Healthcare Equity Capital Markets and co-Head of Technology, Media, Telecom Equity Capital Markets. Prior to entering J.P. Morgan’s equity capital markets group in 2006, Mr. Kosaraju served in various practice groups at J.P. Morgan, including Equity Derivatives from 2003 to 2006 and Technology, Media, Telecom Investment Banking Coverage from 1999 to 2003. He received a B.S. from Massachusetts Institute of Technology in 1999. WE BELIEVE THAT MR. KOSARAJU IS QUALIFIED TO SERVE ON OUR BOARD OF DIRECTORS BECAUSE OF HIS EXPERIENCES IN FINANCE AND THE HEALTHCARE SECTOR, INCLUDING SERVING AS AN EXECUTIVE AT A PUBLICLY TRADED HEALTHCARE TECHNOLOGY COMPANY. | | | Sri Kosaraju Age: 48 Director Since: 2019 | |

  22. Continuing Directors

    | | | Alan V. Mateo has served on our board of directors since June 2024. He currently serves as an advisor to Veeva Systems Inc., where he previously served as Executive Vice President, Global Sales from April 2015 to April 2024. Prior to joining Veeva, Mr. Mateo served in various executive roles at Medidata Solutions, Inc., a provider of a platform of cloud-based solutions for life sciences, from March 2005 to February 2015, including as Executive Vice President of Field Operations from January 2014 to February 2015. Before Medidata, Mr. Mateo spent nine years at PeopleSoft, where his responsibilities included product lines sales, sales operations and the integration of JD Edwards into PeopleSoft’s global sales organization. Prior to PeopleSoft, Mr. Mateo was Northeast Sales Director for Red Pepper Software Co., a provider of supply chain management planning application software, and a major account executive at JD Edwards. Mr. Mateo earned a Bachelor of Science in both Computer Science and Marketing from Juniata College. WE BELIEVE THAT MR. MATEO IS QUALIFIED TO SERVE ON OUR BOARD OF DIRECTORS BECAUSE OF HIS SENIOR MANAGEMENT EXPERIENCE AND MANY YEARS OF COMMERCIAL LEADERSHIP. | | | Alan Mateo Age: 64 Director Since: 2024 | |

  23. Continuing Directors

    | 10X GENOMICS, INC. | 25 | 2026 PROXY STATEMENT |

  24. Continuing Directors

    | | | Kimberly J. Popovits has served on our board of directors since March 2020. She served as President and Chief Executive Officer of Genomic Health, Inc., a publicly traded healthcare company, from January 2009, and as Chairman of the Board of Genomic Health, Inc. from March 2012, until the acquisition of Genomic Health, Inc. by Exact Sciences Corporation in November 2019. Ms. Popovits previously served as President and Chief Operating Officer of Genomic Health from February 2002 to January 2009. From November 1987 to February 2002, Ms. Popovits served in various roles at Genentech, Inc., most recently serving as Senior Vice President, Marketing and Sales from February 2001 to February 2002, and as Vice President, Sales from October 1994 to February 2001. Prior to joining Genentech, Ms. Popovits served as Division Manager, Southeast Region, for American Critical Care, a Division of American Hospital Supply, a supplier of healthcare products to hospitals. Ms. Popovits served on the board of directors of Talis Biomedical Corporation, a publicly-traded biotechnology company, from March 2020 to March 2025, where she also served as Interim Chief Executive Officer from August 2021 to November 2021. Ms. Popovits has also served on the board of Kiniksa Pharmaceuticals, Ltd., a publicly-traded biopharmaceutical company, since February 2018 and a member of the board of directors for Exact Sciences since January 2025. She previously served on the board of directors of MyoKardia, Inc., a publicly-traded biopharmaceutical company that was subsequently acquired by Bristol Myers Squibb, and ZS Pharma Inc., a publicly-traded biopharmaceutical company that was subsequently acquired by AstraZeneca. She holds a B.A. in Business from Michigan State University. WE BELIEVE THAT MS. POPOVITS IS QUALIFIED TO SERVE ON OUR BOARD OF DIRECTORS BECAUSE OF HER SENIOR MANAGEMENT EXPERIENCE IN HEALTHCARE AND BIOTECHNOLOGY AND HER MANY YEARS OF EXPERIENCE WITH COMMERCIAL STRATEGY AND CAPABILITY BUILDING. | | | Kimberly J. Popovits Age: 67 Director Since: 2020 | |

  25. Continuing Directors

    | 10X GENOMICS, INC. | 26 | 2026 PROXY STATEMENT |

  26. Continuing Directors

    | | | Shehnaaz Suliman, M.D., M.Phil., M.B.A. has served on our board of directors since August 2019. She has served as President, Chief Executive Officer and a member of the board of directors of ReCode Therapeutics, a privately-held genetic medicines company since January 2022. In addition, Dr. Suliman has served on the board of directors for Ultragenyx Pharmaceutical Inc., a publicly-traded biopharmaceutical company since January 2019. Previously, she served as President and Chief Operating Officer of Alector, Inc. from December 2019 to January 2022 and as interim Chief Business Officer of Alector, Inc. from January 2020 to January 2022. Dr. Suliman served as Senior Vice President, Corporate Development and Strategy of Theravance Biopharma, Inc, from July 2017 to March 2019. Prior to her position at Theravance, Dr. Suliman worked for Roche and Genentech, Inc., as Group Leader and Project Team Leader in the R&D Portfolio Management and Operations Group at Genentech from September 2010 to May 2015 and then as Vice President and Global Therapeutic Area Head, Roche Partnering from June 2015 to July 2017. Prior to Genentech, Dr. Suliman held various management roles of increasing responsibility at Gilead Sciences, Inc., between January 2005 and September 2010. Prior to Gilead, Dr. Suliman was an investment banker with Lehman Brothers and Petkevich & Partners. She previously served as a member of the board of directors of Parvus Therapeutics, Inc., a privately-held biopharmaceutical company from October 2017 to July 2019. Dr. Suliman received her M.D. (MB, ChB) at the University of Cape Town Medical School, South Africa, and holds an M.B.A, with distinction, and M.Phil. in Development Studies degrees from Oxford University, where she was a Rhodes Scholar. WE BELIEVE THAT DR. SULIMAN IS QUALIFIED TO SERVE ON OUR BOARD OF DIRECTORS DUE TO HER EXTENSIVE OPERATIONAL EXPERIENCE WITH GLOBAL BIOPHARMACEUTICAL AND LIFE SCIENCES COMPANIES, AND PARTICULARLY HER EXPERTISE IN BUSINESS DEVELOPMENT AND CORPORATE STRATEGY. | | | Shehnaaz Suliman Age: 54 Director Since: 2019 | |

  27. Continuing Directors

    | 10X GENOMICS, INC. | 27 | 2026 PROXY STATEMENT |

  28. Continuing Directors

    | | | Sarah A. Teichmann, Ph.D. has served on our board of directors since July 2024. She has served as the Chair in Stem Cell Medicine at the University of Cambridge’s Stem Cell Institute and Department of Medicine since April 2024 and as Senior Research Fellow at the University of Cambridge’s Churchill College since October 2016, having previously served as Junior Research Fellow and then Teaching Fellow and Director of Studies at the University of Cambridge’s Trinity College from 1999 to 2015 and Director of Research in the University of Cambridge’s Cavendish Laboratory (Physics Department) from 2013 to April 2024. Dr. Teichmann has served as co-chair of the Human Cell Atlas (HCA) Organizing Committee since co- founding the HCA, an initiative to describe all cell types in the human body, in October 2016 and has served as co-chair of the board of directors of Human Cell Atlas, Inc., a nonprofit 501(c)(3) organization which supports the HCA, since April 2020. Additionally, Dr. Teichmann has served as Vice President, Translational Research, Respiratory & Immunology at Glaxo Smith Kline plc, a multinational pharmaceutical company, since January 2024, and as a co-founder, consultant, Chief Scientific Officer and board member of EnsoCell Therapeutics, a private drug discovery company using spatial genomics, artificial intelligence and machine learning methods, since September 2023. From February 2016 to December 2023, she served as Head of Cellular Genetics at the Wellcome Sanger Institute, where she also served as Senior Group Leader from February 2013 to April 2024 and as a member of the executive board from February 2016 to December 2023. From February 2013 to January 2016, she served as Research Group Leader at the European Molecular Biology Laboratory’s (EMBL) European Bioinformatics Institute. From October 2001 to January 2013, she served as Programme Leader at the Medical Research Council’s (MRC) Laboratory of Molecular Biology in Cambridge. Dr. Teichmann was a Beit Memorial Fellow at University College London from January 2000 to September 2001. She is a European Molecular Biology Organization (EMBO) member and a Fellow of the Academy of Medical Sciences and Royal Society, as well as a Fellow of the International Society of Computational Biology, the American Academy of Arts and Sciences, and the National Academy of Medicine (USA). Dr. Teichmann received a Ph.D. in Computational Genomics, as well as a B.A. and M.A. in Natural Sciences (Biochemistry), from the University of Cambridge. WE BELIEVE THAT DR. TEICHMANN IS QUALIFIED TO SERVE ON OUR BOARD OF DIRECTORS BECAUSE OF HER EXTENSIVE ACADEMIC AND INDUSTRY LEADERSHIP AND EXPERIENCE. | | | Sarah Teichmann Age: 50 Director Since: 2024 | |

  29. Continuing Directors

    The election of a Class I director requires a majority of the votes cast at the 2026 Annual Meeting by the stockholders present or represented by proxy at the meeting and voting on the proposal. Under this requirement, in order for a nominee to be elected, the number of shares voted FOR the nominee must exceed the number of shares voted AGAINST with respect to such nominee. Broker non-votes and abstentions will have no effect on this proposal.

  30. Continuing Directors

    | 10X GENOMICS, INC. | 28 | 2026 PROXY STATEMENT |

  31. Continuing Directors

    Proposal Two Ratification of Independent Registered Public Accounting Firm for the fiscal year ending December 31, 2026

  32. Continuing Directors

    | Our audit committee has appointed Ernst & Young LLP as our independent registered public accounting firm to audit our financial statements for our fiscal year ending December 31, 2026. Ernst & Young LLP has served as our independent registered public accounting firm since 2015. Stockholder ratification of the appointment of Ernst & Young LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2026 is not required by our bylaws or other applicable legal requirements. However, our board of directors is submitting the appointment of Ernst & Young LLP to our stockholders for ratification as a matter of good corporate governance. If this appointment is not ratified by the affirmative vote of a majority of the votes cast at the 2026 Annual Meeting by the stockholders present or represented by proxy at the meeting and voting on the proposal, such appointment will be reconsidered by our audit committee and the audit committee may consider whether it should appoint another independent registered public accounting firm. Even if the appointment is ratified, our audit committee, in its sole discretion, may appoint another independent registered public accounting firm if our audit committee believes that such a change would be in the best interests of the company and its stockholders. We expect that representatives of Ernst & Young LLP will attend the 2026 Annual Meeting and will have the opportunity to make a statement if they so desire and to respond to appropriate questions. | | | | RECOMMENDATION OF THE BOARD OF DIRECTORS THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR THE RATIFICATION OF ERNST & YOUNG LLP AS THE COMPANY’S INDEPENDENT PUBLIC ACCOUNTING FIRM FOR FISCAL YEAR 2026 UNDER PROPOSAL TWO |

  33. Continuing Directors

    | 10X GENOMICS, INC. | 29 | 2026 PROXY STATEMENT |

  34. Compensation Discussion and Analysis

    | Summary of 2025 Executive Compensation Elements | | | | | Short-Term | | Long-Term | | | Salary | AIP | PSUs | RSUs | | Ongoing | 1-Year Performance Period1 | 3-Year Performance Period 2 | 3-Year Vesting Period | | Fixed | Variable | | | | | Performance Metrics: | | | | | Revenue, Adjusted Free Cash Flow and SBOs | Relative Total Shareholder Return and Revenue | | | (1)Annual Incentive Plan (AIP) awards are determined at the end of the applicable performance period based on attainment of pre-determined objectives through the performance period. (2)PSUs are earned based on achievement of two equally-weighted metrics: 1) 3-year relative total shareholder return (TSR) against an index of peers and 2) revenue compound annual growth rate (CAGR) measured over a two-year period and, after the determination that such metrics have been achieved, followed by an additional one-year partial vesting term once the performance measurement phase concludes. | | | | | Executive Compensation Program Objectives | | | | | Performance | We are committed to a pay for performance culture. We rely on incentives in the form of cash bonuses and equity compensation which are both designed to align the interests of our executive officers with those of our stockholders, and to motivate such executive officers to increase stockholder value by improving corporate performance. In addition, individual performance is taken into account when making any changes to compensation. | | | | Competitiveness | We compete in a highly competitive sector and must deliver competitive total compensation in addition to benefits to attract, motivate and retain world-class talent. Annual total target compensation (consisting of annual base salary, annual target bonus and annual equity awards) is intended to be consistent with competitive opportunities available to the exceptional people we seek to attract and retain. | | | | Fairness | Our programs are designed to be equitable across similarly situated employees, encouraging employee motivation and enabling cross functional collaboration globally to deliver on our goals and mission. | | |

  35. Compensation Discussion and Analysis

    | Glossary of CD&A Terms | AIP - Annual Incentive Plan (cash bonus program) | PSUs - Performance Stock Units | CAGR - Compound Annual Growth Rate | | | NEO - Named Executive Officer | TSR - Total Shareholder Return | SBO - Strategic Business Objective |

  36. 2025 Executive Compensation Highlights

    | Pay for Performance Our executive bonus opportunities (“Annual Incentive Plan” or “AIP” bonuses) are based on key financial and operational goals, with bonuses awarded based on goal achievement and individual performance (excluding the Chief Executive Officer whose AIP opportunity is based solely on company performance). For 2025, we paid AIP bonuses to all named executive officers based on 93% corporate goal achievement. We also set rigorous performance goals for our performance stock awards, where we establish targets that would only result in value for our named executive officers if exceptional performance, as measured by stockholder return, is achieved, including in 2025. To date none of the 2022, 2023 or 2024 performance stock award goals have been met, highlighting our commitment to at-risk pay and pay-for-performance. | Revenue | | | 5% | | | Year-Over-Year Growth | | | Consumables Revenue | | | 3% | | | Year-Over-Year Growth | | | Cash and Cash Equivalents and Marketable Securities | | | $130 million | | | Year-Over-Year Increase |

  37. CEO Pay

    CEO Pay We target our Chief Executive Officer’s total compensation to approximate the 50th percentile of our peer group, and his base salary and target total cash compensation to approximate the 25th percentile. However, based on the 2025 market data provided by our compensation committee’s independent compensation consultant, our CEO's actual base salary, target total cash and target total compensation were each below the 25th percentile compared to other CEOs in our peer group. More than 90% of our Chief Executive Officer’s target total compensation for 2025 was "at-risk," in line with our pay-for-performance philosophy. This "at-risk" compensation was tied to both short-term and long-term company performance, including his cash bonus opportunity and equity incentive awards. Our Chief Executive Officer’s total compensation decreased in 2025. Our Chief Executive Officer’s total compensation has decreased each of the last two years, and in 2025 was $1.6M lower than 2024, due primarily to smaller annual equity awards in 2025 compared to 2024, as detailed below.

  38. CEO Pay

    | What We Do | | What We Do Not Do | | | | Pay for Performance: We link pay to performance with a heavy emphasis on long-term equity. | | No Hedging in Company Securities: Executives, directors and all employees are prohibited from engaging in any hedging transaction with respect to company equity securities. | | | Compensation Committee Independence: The compensation committee is composed solely of independent directors. | | | | | Independent Compensation Advisor: The compensation committee selects and engages its own independent advisor for guidance in making compensation decisions. | | No Guaranteed Annual Bonuses: We do not provide guaranteed minimum annual bonuses. | | | Peer Group Analysis: The compensation committee reviews external market data when making compensation decisions. | | No Discounted Stock Options: We do not provide discounted stock options. | | | Compensation Risk Assessment: The compensation committee conducts an annual risk assessment to determine if our executive compensation program presents any risks that are reasonably likely to have a material adverse effect on the company. | | No Repricing: We have a policy against repricing stock options without stockholder approval. We have never repriced stock options. | | | | | No Tax Gross-Ups: We do not provide tax gross-ups for “excess parachute payments.” | | | Stock Ownership Guidelines: Executives and directors are subject to stock ownership guidelines which are designed to align their interests with our stockholders. | | No Executive Pensions: We do not offer any defined benefit pension plans for executives. Eligible executives can participate in the same 401(k) plan that is available to non-executive employees, and on the same terms. | | | Minimum and Maximum Incentive Funding Thresholds: We set limits on the Annual Incentive Plan and Long-Term PSU plan funding, subject to compensation committee discretion. | | | | | Clawback Policy: We maintain a clawback policy in line with SEC and Nasdaq rules which applies to each of our named executive officers. | | No Excessive Perquisites: We do not generally offer perquisites or personal benefits to our executives. | | | Annual Say on Pay Vote: We conduct a Say on Pay vote annually. | | No Unearned Dividends: We do not accrue or pay dividends on unearned or unvested equity awards. | | | Stockholder Outreach: We engage in stockholder outreach to solicit feedback and to discuss our business and compensation program throughout the year. | | No Encouragement of Unnecessary or Excessive Risk Taking: Our compensation program aligns executive and shareholder interests, which reduces incentives for short-term risk taking. |

  39. Role of the Compensation Consultant

    Role of the Compensation Consultant Our compensation committee has the authority to engage its own advisors in carrying out its responsibilities. Since November 2023, our compensation committee engaged Alpine Rewards LLC (“Alpine Rewards”) 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. Representatives of Alpine Rewards attended portions of meetings of the compensation committee as requested and also communicated with the compensation committee outside of meetings. Our compensation committee reviewed the independence of Alpine Rewards in light of SEC rules regarding conflicts of interest involving compensation consultants and Nasdaq listing standards regarding compensation consultant independence. Our compensation committee considered the following six factors, as well as other factors it deemed relevant, in order to make its determination: (i) the provision of other services to us by Alpine Rewards; (ii) the amount of fees Alpine Rewards received from us, as a percentage of its total revenue; (iii) the policies and procedures of Alpine Rewards that are designed to prevent conflicts of interest; (iv) the lack of any business or personal relationships of the Alpine Rewards consultants with any member of our compensation committee; (v) the lack of any of our common stock owned by the Alpine Rewards consultants performing services for our compensation committee; and (vi) the lack of any business or personal relationships between the Alpine Rewards consultants or Alpine Rewards itself and any of our executive officers. Based on its review, our compensation committee determined that Alpine Rewards was independent, and that Alpine Rewards’ services did not raise any conflicts of interest.

  40. Role of the Compensation Consultant

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  41. Use of Competitive Data

    Use of Competitive Data Our compensation committee uses competitive compensation data as one factor of many in determining executive officer pay. For 2025, the committee reviewed data from a peer group selected to reflect companies similar to 10x Genomics in terms of sector, revenue, market capitalization, organizational complexity and geography. The 2025 peer group, listed below, was updated from the previous year by removing ACADIA Pharmaceuticals Inc., Alteryx, Inc. (acquired), Guidewire Software, Inc., Nevro Corp., Shockwave Medical, Inc. (acquired) and adding Certara, Inc., GoodRx Holdings, Inc., Haemonetics Corporation, Inari Medical, Inc., and Myriad Genetics, Inc. These changes in the peer group reflected necessary removals due to acquisitions as well as better alignment with our business model, financial profile, and selection criteria. The selected companies had annual revenues ranging from 0.5 to 2.5 times our trailing 12-month revenues and market capitalizations between 0.3 and 3.0 times our own. At the time of selection, we were positioned at the 46th percentile for trailing revenues, the 63rd percentile for revenue growth and the 33rd percentile for market capitalization. Below is the list of peer companies used for 2025 compensation decisions.

  42. Use of Competitive Data

    | Azenta, Inc. | Inari Medical, Inc. | NovoCure Limited | | Bio-Techne Corp. | Insulet Corporation | Penumbra, Inc. | | Certara, Inc. | iRhythm Technologies, Inc. | Repligen Corporation | | Exact Sciences Corporation | Maravai Lifesciences Holdings, Inc. | Sotera Health Company | | GoodRx Holdings, Inc. | Myriad Genetics, Inc. | Veracyte, Inc. | | Guardant Health, Inc. | Natera, Inc. | | | Haemonetics Corporation | NeoGeonomics, Inc. | |

  43. Use of Competitive Data

    Data for our peer companies was gathered from publicly available filings and other sources of market data for similar companies. This data helped assess competitive pay opportunities on a role-specific basis and informed executive compensation decisions. In setting compensation for our named executive officers, the compensation committee considers market data, role performance, job scope, internal pay comparisons, experience, knowledge of the leader, individual performance, alignment with stockholder interests and the mix of pay elements (salary, bonus and equity incentives). The committee does not use a formulaic approach or target a specific percentile, and individual elements and total compensation may vary from the 50th percentile based on the aforementioned factors. While each pay element is considered, the focus is on total compensation to remain competitive in attracting, motivating and retaining leadership talent. Input from the Chief Executive Officer (except regarding his own pay) is also factored into these decisions.

  44. Compensation Program Design

    Compensation Program Design The 2025 executive compensation program was designed to attract, motivate and retain top executives, driving technological innovation and business success, while aligning incentives with the long-term interests of our stockholders. The 2025 compensation program consisted of three key elements: base salary, annual incentive plan and equity awards. We used two equity vehicles: restricted stock units (RSUs) with time-based vesting and performance stock units (PSUs) based on long-term performance goals. The compensation committee considers individual performance, roles, responsibilities, cash compensation opportunities, the retention value of unvested holdings, retention risks and internal alignment when making final compensation decisions. •Base Salary: In February 2025, our compensation committee reviewed the base salaries of our named executive officers, compared them to market data provided by the committee's independent consultant. The assessment revealed that the base salaries of our named executive officers were generally below the 50th percentile of the market. In response, the compensation committee decided to increase the salaries of the named executive officers to ensure competitiveness, reflect their skills, experience and performance and support their continued success in driving key strategic priorities. The resulting

  45. Compensation Program Design

    increases brought overall base salaries for the named executive officers slightly below the peer 50th percentile, with the Chief Executive Officer’s base salary remaining below the peer 25th percentile. •Annual Incentive Plan: In 2025, we maintained our Annual Incentive Plan (AIP) for employees, including named executive officers. The AIP’s funding formula focused on financial and operational metrics such as revenue, adjusted free cash flow and strategic business objectives. We maintained the target incentive opportunity for all named executive officers at the same level as 2024. •Equity Incentives: Named executive officers are eligible for equity awards as part of our compensation program, which aligns pay with performance and provides retention incentives. In 2025, the compensation committee granted RSUs and PSUs. The PSU program continued to emphasize total shareholder return and revenue growth measured over a multi-year period to ensure executives are focused on long-term value creation, strengthening the link between executive and stockholder interests.

  46. Annual Incentive Plan

    Annual Incentive Plan We maintain an AIP to provide employees, including our named executive officers, with incentives reflecting annual corporate performance and individual contributions during a 1-year performance period. The target award opportunity and the weighting between corporate and individual performance reflect the role of each individual participant. For fiscal year 2025, the compensation committee did not make any changes to the annual bonus award target for named executive officers. Below are the target incentive opportunities and performance weightings for our named executive officers:

  47. Annual Incentive Plan

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  48. Annual Incentive Plan

    | Named Executive Officer | Target AIP Opportunity (% of Base Salary) 2024 | Target AIP Opportunity (% of Base Salary) 2025 | Corporate Performance Weighting (%) | Individual Performance Weighting (%) | Actual 2025 Bonus Payout ($) | % of Target AIP Opportunity Payout in 2025 (%) | | Dr. Saxonov | 100 | 100 | 100 | 0 | 634,725 | 93 | | Mr. Taich(1) | 60 | 60 | 50 | 50 | 284,580 | 93 | | Dr. Hindson | 60 | 60 | 50 | 50 | 292,950 | 93 | | Mr. Whitaker | 60 | 60 | 50 | 50 | 292,950 | 93 |

  49. Annual Incentive Plan

    (1) Pursuant to the terms of our AIP, Mr. Taich’s AIP payment was prorated based on his hire date. The AIP for named executive officers consists of two components: a corporate performance factor, which determines the portion of the bonus tied to company performance (explained in detail below), and, for all named executive officers except the Chief Executive Officer, an individual performance factor. The individual performance factor is based on a comprehensive assessment of each named executive officer's performance, conducted by the compensation committee with input from the Chief Executive Officer. The Chief Executive Officer’s AIP is 100% based on corporate performance, while the other named executive officers have 50% tied to corporate performance and 50% tied to individual performance. This structure ensures alignment with company goals while allowing the Chief Executive Officer and compensation committee to consider individual contributions when determining AIP awards. In 2025, our AIP design consisted of the following metrics and weighting:

  50. Annual Incentive Plan

    | Metric | Weighting | Definition | | Revenue | 50% | Reported revenue | | Adjusted Free Cash Flow | 30% | Cash flows from operating activities minus capital expenditures, excluding litigation expenses and one-time events such as restructuring and acquisitions, and similar items. | | Strategic Business Objectives | 20% | Ten key business objectives, including the successful launches of new products in targeted timeframes in 2025. If achieved, each SBO counted as one point on the payout scale. |

  51. Annual Incentive Plan

    The compensation committee set our revenue metric with (i) a minimum achievement of $615M, (ii) a target achievement of $640M and (iii) a maximum achievement of $700M. The adjusted free cash flow metric had (i) a minimum achievement of ($8M), (ii) a target achievement of $4M and (iii) a maximum achievement of $29M. The strategic business objectives metric had (i) a minimum achievement of at least three objectives achieved, (ii) a target achievement of at least six objectives achieved and (iii) a maximum achievement of all ten of the objectives. Any metric that is below the minimum achievement would result in no funding for the applicable metric. Achievement of the applicable performance metric at the minimum level would result in 25% funding for the revenue and adjusted free cash flow metrics and 50% for the strategic business objectives, target would result in 100% funding and the maximum would result in 200% funding. In the event that one of our performance metrics were between the levels discussed above, the resulting funding would be determined using linear interpolation between points. At the end of fiscal year 2025, revenue (adjusted) reached $599M, adjusted free cash flow totaled $110M, and 8.6 out of 10 strategic business objectives (SBOs) were met, resulting in a 93% bonus pool funding for executive officers, as shown in the table below. The compensation committee then evaluated individual performance for each named executive officer, excluding the CEO, based on both qualitative and quantitative factors related to their respective roles. After this assessment, the committee determined that all executive officers would receive the same 93% payout.

  52. Annual Incentive Plan

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  53. Annual Incentive Plan

    | Metric | FYE’25 Result | Metric Result | Weighting | Funding Contribution to Bonus Pool | | Revenue (Adjusted) | $599M | 0% | 50% | 0% | | Adjusted Free Cash Flow | $110M | 200% | 30% | 60% | | Strategic Business Objectives | 8.6 out of 10 Achieved | 165% | 20% | 33% | | Total | | | | 93% |

  54. Equity Awards

    Equity Awards Equity awards serve two main purposes: (a) providing ongoing incentives tied to stockholder value, as reflected in the company’s stock price and achievement of key financial performance metrics and (b) offering retention incentives through multi-year and performance-based vesting schedules. For our named executive officers, equity incentives constitute the majority of their compensation, aligning their interests with long-term company performance. We grant annual equity awards under the 2019 Omnibus Incentive Plan, typically in the first quarter of each fiscal year. In March 2025, the equity awards for our named executive officers consisted of RSUs and PSUs. For the Chief Executive Officer, the target value was split between 40% RSUs and 60% PSUs, which reflected an increase in PSU weighting by 10% over the previous year. For the other named executive officers, 75% of the target value was allocated to RSUs, and 25% to PSUs. These awards are designed to drive growth and enhance stockholder value as the stock price increases. In connection with its annual review of the Company's 2025 executive compensation program, the compensation committee re-evaluated the Company's target pay mix and overall compensation structure compared to our stock price. As part of this review, the compensation committee reduced the target value of annual equity grants and set the terms of its time-based RSU awards under the 2025 executive compensation program to vest over three years rather than four years used in the previous year. For the 2025 executive compensation program, based on prior shareholder feedback and consistent with prior years, the compensation committee structured the PSU program as follows:

  55. Equity Awards

    | Metric | Weighting | Details | Vesting | | 3-year Relative TSR | 50% | Measurement Period: 3-year performance measurement from 1/1/2025 to 12/31/2027; Use a calendar month averaging period for beginning (December 2024) and ending (December 2027) stock price. Relative To: RUSSELL 3000 Medical Equipment and Services Sector Index, using a closed index approach. | Shares earned at the end of the 3-year performance period, based on achievement against goal. If absolute TSR is negative, only up to target (100%) may be earned. | | 2-year Revenue CAGR | 50% | Measurement Period: Annual Compound Annual Growth Rate (CAGR) over 2 years, with an additional 1 year time-based vesting | 2/3rds of shares earned vest quarterly between year 2 and 3 and 1/3rd cliff vests on year 3, based on achievement against goal |

  56. Equity Awards

    Shares earned from the PSU program will depend upon achievement against the applicable performance goal (based on the weighting set forth above once achievement is determined). For the relative TSR metric, there is (i) a minimum achievement of the 25th percentile, (ii) a target achievement of the 55th percentile and (iii) a maximum achievement of the 90th percentile. For the two-year revenue CAGR, there is (i) a minimum achievement of 2.0%, (ii) a target achievement of 4.6% and (iii) a maximum achievement of 12.2%. Any metric that is below the minimum achievement will result in no shares earned for the applicable metric. Achievement of the applicable performance metric at the minimum level will result in 50% earning percentage, target will result in 100% earning

  57. Equity Awards

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  58. Equity Awards

    percentage and the maximum will result in 200% earning percentage. In the event that one of our performance metrics were between the levels discussed above, the resulting funding would be determined using linear interpolation between points. Both the RSUs and PSUs granted to our executive officers are designed to drive long-term value creation by aligning leadership continuity with the goal of sustained increases in stockholder value. These equity awards incentivize executive officers to contribute to the company’s strategic direction while rewarding their tenure and success over time. We do not follow a fixed set of criteria for granting equity awards. Instead, our compensation committee uses its judgment, in consultation with the independent compensation consultant and the Chief Executive Officer (excluding his own equity awards), to assess factors such as the executive's role and responsibilities, outstanding equity holdings, vested amounts, target cash compensation, market data, and individual performance. In 2025, the compensation committee considered total compensation, internal alignment, the cash-to-equity mix and the retention value of outstanding awards when making final decisions. The equity awards granted to our named executive officers in 2025 are detailed below:

  59. Equity Awards

    | Named Executive Officer | Number of Securities Underlying Restricted Stock Unit Award (#) | Number of Securities Underlying Performance Stock Unit Award (#) | Grant Date Fair Value of Aggregate Equity Awards ($) | | Dr. Saxonov | 171,428 | 257,142 | 5,020,269 | | Mr. Taich | 133,928 | 44,642 | 1,441,065 | | Dr. Hindson | 120,535 | 40,178 | 1,793,155 | | Mr. Whitaker | 176,785 | 58,928 | 2,629,967 |

  60. Equity Awards

    Performance of Previously Granted Equity Awards The equity awards granted to our named executive officers in previous years including PSUs with vesting conditions based on the achievement of stock price. As of the end of fiscal year 2025, none of the PSU awards from any of the previous 2022, 2023 or 2024 cycles had been earned. No Special Retirement, Health or Welfare Benefits Our named executive officers are eligible to participate in our employee benefit programs on the same basis as our other salaried employees. We maintain a tax-qualified retirement plan (“401(k) Plan”) that provides eligible employees with an opportunity to save for retirement on a tax-advantaged basis. Eligible employees are able to participate in the 401(k) Plan as of the first day of the month following the date they meet the 401(k) Plan’s eligibility requirements, and participants are able to defer up to 75% of their eligible compensation subject to applicable annual tax limits. All participants’ interests in their deferrals are 100% vested when contributed. In 2025 we maintained a 401(k) match, capped at $2,000 per annum for each employee. Our health and welfare benefits include medical, dental and vision benefits, disability insurance, basic life insurance coverage and accidental death and dismemberment insurance. We design our employee benefits programs to be affordable and competitive in relation to the market and compliant with applicable laws and practices. We adjust our employee benefits programs as needed based upon changes in applicable laws and market practices. Other Personal Benefits We do not generally provide perquisites or other personal benefits to our named executive officers, except in limited situations where we believe it is appropriate. We generally do not reimburse executive officers for the income taxes associated with these perquisites except for limited business-related perquisites. In circumstances where we have elected to provide perquisites or other personal benefits, and at times have elected to pay the income taxes for these business-related perquisites or other personal benefits, we have done so because we believe they are business expenses. These benefits generally represent a very small portion of an executive officer’s overall compensation and provide a benefit to us and our stockholders. No such perquisites or other personal benefits were provided in fiscal year 2025 to our named executive officers.

  61. Equity Awards

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  62. Severance Arrangements

    Severance Arrangements We believe that reasonable and appropriate severance benefits are necessary in order to be competitive in our executive attraction and retention efforts. See the section titled “Potential Payments upon a Change in Control or Termination of Employment” on page 59 for a more detailed description of these benefits.

  63. Change in Control Severance Policy

    Change in Control Severance Policy Effective July 30, 2020, our compensation committee adopted the 10x Genomics, Inc. Change in Control Severance Policy (the "Severance Policy"), which is intended to provide severance pay and other benefits to certain eligible employees including our named executive officers in the event of certain terminations of employment in connection with a “change in control” (as defined in the Severance Policy). The Severance Policy also provides accelerated vesting of certain outstanding stock options and restricted stock units held by eligible employees and other service providers. The Severance Policy became effective upon its adoption by our compensation committee and will continue in effect until December 31, 2026 and will automatically be extended for one additional year after each successive one-year period thereafter, unless it is terminated or amended by our compensation committee, the plan administrator. The following individuals are eligible to participate in the Severance Policy: •An employee who is classified by us as a regular full-time salaried or hourly employee and is primarily employed in the United States. •An employee who is not a U.S. employee and who holds or is granted stock options or restricted stock units. •A consultant or advisor (excluding any non-employee director) who holds or is granted stock options or restricted stock units. The Severance Policy provides certain payments and benefits upon a “qualifying termination,” which is defined as follows: (i) (A) with respect to any participant who is a U.S. employee or non-U.S. employee, a termination of the participant’s employment by us without “cause” or by the participant for “good reason” (as such terms are defined in the Severance Policy) or (B) with respect to any participant who is a consultant or advisor, a termination of the participant’s service with us for any reason other than the expiration of the term of such participant’s consulting or advisory agreement (or other applicable service agreement) with us and (ii) in all cases, such termination occurs during the period starting on the effective date of a change in control and ending on the date that is 24 months after a change in control. Under the Severance Policy, if a U.S. employee incurs a qualifying termination, then the U.S. employee (including our named executive officers) will be entitled to receive the following severance payments and benefits, subject to such employee’s timely execution, delivery and non-revocation of a separation agreement and release of claims in favor of us and our affiliates and compliance with restrictive covenants set forth in the separation and release agreement (or any other agreement to which such participant is a party with us): •Continued payment of annual base salary for a period of six months following the employee’s termination date, payable in equal installments in accordance with our normal payroll practices; and •If the employee timely elects under the Consolidated Omnibus Budget Reconciliation Act of 1985 (COBRA) to continue health care coverage under our group health plans, such employee will be required to timely pay the premiums for coverage of such employee and such employee’s eligible dependents, but a portion of such premiums will be paid or reimbursed by us for six months following the employee’s termination date (beginning on the date such premiums begin) such that the employee will continue to pay the same amount of monthly premiums as in effect for an active employee with the same coverage. In addition, under the Severance Policy, if a participant (including a U.S. employee, non-U.S. employee, or consultant or advisor) remains employed or in service with us through the date on which a change in control occurs, any outstanding stock options or restricted stock units then held by the participant which have time-based vesting terms will be treated as follows: •If such equity award is assumed, converted or replaced by the surviving corporation or its parent with equity or equity-based awards having an equivalent value and vesting schedule to those applicable to such equity award immediately prior

  64. Change in Control Severance Policy

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  65. Change in Control Severance Policy

    to the change in control, such award as so-assumed, converted or replaced, as applicable, will remain eligible to vest and become exercisable in accordance with its terms; provided that, in the event of a participant’s qualifying termination (and subject to the participant’s timely execution, delivery and non-revocation of a separation agreement and release of claims in favor of us and our affiliates and compliance with restrictive covenants set forth in the separation and release agreement (or any other agreement to which such participant is a party with us)), such award will vest and any restrictions thereon will lapse as to 100% of the then-unvested portion of the award (provided that, unless the applicable award agreement provides for different treatment upon a qualifying termination following a change in control, with respect to awards that would otherwise vest upon satisfaction of performance criteria, all applicable performance criteria will be deemed to have been achieved at target levels). •If such equity award is not so assumed, converted or replaced in connection with the change in control, then immediately on the effective date of the change in control, such equity award will vest and any restrictions thereon will lapse as to 100% of the then-unvested portion of the equity award (unless the applicable award agreement provides for different treatment upon a change in control). Participants are also eligible for any benefits provided upon termination pursuant to the Amended and Restated 2012 Stock Plan, the 2019 Omnibus Incentive Plan or any award agreement under any such plan. The Severance Policy provides that no U.S. employee is eligible to receive termination payments and benefits under the Severance Policy if they are entitled to any other severance payments or severance benefits under any other severance plan, policy or program we maintain, or pursuant to the terms of any employment or other agreement with us, as may be in effect from time to time. If our compensation committee determines, in its reasonable good faith and discretion, that a participant has not satisfied the conditions in the Severance Policy relating to the execution of the separation and release agreement or compliance with restrictive covenants, (i) any entitlement of the participant to receive any payments or benefits due under the Severance Policy (other than accrued payments) will be forfeited and (ii) the participant will be obligated to promptly repay us all amounts of payments and benefits the participant previously received.

  66. Equity Award Timing Policies and Practices

    Equity Award Timing Policies and Practices While we have not granted any stock options to named executive officers since 2023, generally, grants of equity awards in the form of RSUs and PSUs are made to our executive officers, including our named executive officers, based upon a predetermined schedule each year as a part of the annual compensation process described in the “Equity Awards” section above. If annual long-term incentive compensation is determined to be appropriate, our board, the compensation committee or applicable designee approves any annual grants of equity awards, which can include stock options, for continuing employees generally in the first fiscal quarter commensurate with the prescheduled board and committee meetings. The grant dates of equity awards are generally selected so as not to be within a short period of time, as described in the SEC’s Staff Accounting Bulletin 120 (“SAB 120”), prior to the release of MNPI such as on Forms 8-K, 10-Q or 10-K. Grants of equity awards may occur at other times during the year due to business needs, such as for a newly hired employees or officers or newly appointed board members, though our current compensation program does not include stock options. The board, compensation committee or applicable designee does not anticipate the timing of disclosure of MNPI when determining the timing and terms of such awards, and we do not time the release of MNPI for the purpose of affecting the value of executive compensation. If granted, exercise prices of stock options are based on the most recent closing price of the underlying common stock on the grant date, subject to the applicable rules for non-qualified stock options and incentive stock options under the 2019 Plan. Vesting dates for equity awards typically follow a standard cadence and are not timed to anticipate the release of MNPI. There were no grants of options to our named executive officers within four business days before or one business day after the release of MNPI on Forms 8-K, 10-Q or 10-K in 2025. As such, no table of such option grants is presented under Item 402(x) of Regulation S-K.

  67. Tax and Accounting Considerations

    Tax and Accounting Considerations While our board of directors and our compensation committee generally consider the financial, accounting and tax implications of their executive compensation decisions, neither element has been a material consideration in the compensation awarded to our named executive officers historically. In addition, our board of directors and our compensation committee have considered the potential future effects of Section 162(m) of the Internal Revenue Code on the compensation paid to our named executive officers. Section 162(m) of the Code denies a publicly‑traded corporation a federal income tax deduction for remuneration in excess of $1 million per year per person paid to executives designated in Section 162(m) of the Code, including, but not limited to, its chief executive officer, chief financial officer and the next three highly compensated executive officers. However, we believe that maintaining the discretion to provide compensation that is non‑deductible allows us to provide compensation tailored to the needs of the company and our named executive officers and is an important part of our responsibilities and benefits our stockholders. We follow Financial Accounting Standard Board Accounting Standards Codification Topic 718, Compensation‑Stock Compensation, or ASC Topic 718, for our stock‑based compensation awards. ASC Topic 718 requires companies to measure the compensation expense for all share‑based payment awards made to employees and directors, including stock options, RSUs and PSUs, based on the grant date “fair value” of these awards. This calculation is performed for accounting purposes and reported in the compensation tables below, even though our executive officers may never realize any value from their awards. Other provisions of the Internal Revenue Code can also affect compensation decisions for our named executive officers. Section 409A of the Internal Revenue Code, which governs the form and timing of payment of deferred compensation, imposes sanctions, including a 20% penalty and an interest penalty, on the recipient of deferred compensation that does not comply with Section 409A. The board of directors and the compensation committee will take into account the implications of Section 409A in determining the form and

  68. Tax and Accounting Considerations

    timing of compensation awarded to our executives and will strive to structure any nonqualified deferred compensation plans or arrangements to be exempt from or to comply with the requirements of Section 409A. Section 280G of the Internal Revenue Code disallows a company’s tax deduction for payments received by certain individuals in connection with a change in control to the extent that the payments exceed an amount approximately three times their average annual compensation and Section 4999 of the Internal Revenue Code imposes a 20% excise tax on those payments. The board of directors and the compensation committee will take into account the implications of Section 280G in determining potential payments to be made to our executives in connection with a change in control. Nevertheless, to the extent that certain payments upon a change in control are classified as excess parachute payments, such payments may not be deductible pursuant to Section 280G.

  69. Summary Compensation Table

    Summary Compensation Table The following Summary Compensation Table summarizes the total compensation of our named executive officers for all services rendered to the company in all capacities for the fiscal years ending December 31, 2025, 2024 and 2023, except we do not show 2023 compensation for Mr. Taich as he was not a named executive officer for the fiscal year ending December 31, 2023.

  70. Summary Compensation Table

    | Name and Principal Position | Year | Salary ($)(1) | Bonus ($) | Stock Awards ($)(2) | Option Awards ($)(2) | Non-equity Incentive Plan Compensation ($)(3) | All Other Compensation ($) | Total ($) | | Serge Saxonov Chief Executive Officer | 2025 | 674,250 | — | 5,020,269 | — | 634,725 | — | 6,329,244 | | | 2024 | 625,312 | — | 6,979,037 | — | 325,000 | — | 7,929,349 | | | 2023 | 544,688 | — | 4,961,928 | 2,399,071 | 380,363 | — | 8,286,049 | | Adam S. Taich Chief Financial Officer | 2025 | 507,461 | — | 1,441,065 | — | 284,580 | — | 2,233,107 | | | 2024 | 192,308 | — | 3,045,730 | — | 58,197 | — | 3,296,235 | | Benjamin J. Hindson President and Chief Scientific Officer | 2025 | 518,654 | — | 1,793,155 | — | 292,950 | — | 2,604,759 | | | 2024 | 485,250 | — | 3,634,816 | — | 150,000 | — | 4,270,066 | | | 2023 | 435,750 | — | 2,607,754 | 1,199,552 | 182,574 | — | 4,425,630 | | Eric S. Whitaker Former Chief Legal Officer(4) | 2025 | 518,654 | — | 2,629,967 | — | 292,950 | — | 3,441,571 | | | 2024 | 484,725 | — | 6,360,897 | — | 150,000 | — | 6,995,622 | | | 2023 | 433,675 | — | 2,235,230 | 1,028,192 | 181,705 | — | 3,878,802 |

  71. Summary Compensation Table

    (1)The amounts shown represent the base salaries earned by our NEOs in fiscal years 2023, 2024 and 2025, other than in the case of Mr. Taich, who joined the company effective August 12, 2024. The base salaries of our NEOs were increased as described above effective April 1, 2025. (2)The amounts shown for 2025 represent the grant date fair value of (a) the RSU awards granted to our NEOs in fiscal year 2025 and (b) the performance RSU ("PSU") awards granted to our NEOs in fiscal year 2025, as computed in accordance with FASB ASC Topic 718, excluding the effect of estimated forfeitures. For a discussion of valuation assumptions used to determine the grant date fair value of the equity awards granted to our NEOs in fiscal year 2025, see Note 9 of Notes to our Consolidated Financial Statements set forth in our Annual Report on Form 10-K for the year ended December 31, 2025. For purposes of our PSUs, which vest based on the attainment of certain relative total stockholder return metrics and two-year revenue CAGR (as described in the section above entitled "Compensation Elements—Equity Awards"), the grant date fair value included is based on the probable achievement of such metrics and the grant date fair value based on target achievement of such metrics is $3,175,704 for Dr. Saxonov, $551,329 for Mr. Taich, $496,198 for Dr. Hindson and $727,761 for Mr. Whitaker. (3)The 2025 amounts shown for our NEOs represent the annual bonuses earned based on the company's performance and their individual performance in 2025. As described above, 50% of each of Dr. Hindson and Messrs. Taich and Whitaker’s 2025 target bonus opportunities were tied to individual performance and the remaining 50% of the opportunities were tied to corporate performance. In 2025, Dr. Saxonov’s bonus payout did not include an individual performance factor and was tied solely to corporate performance. (4)Mr. Whitaker retired from the position of Chief Legal Officer and assumed the position of Strategic Counsel, effective January 1, 2026.

  72. Summary Compensation Table

    | 10X GENOMICS, INC. | 51 | 2026 PROXY STATEMENT |

  73. Grants of Plan-Based Awards

    Grants of Plan-Based Awards The following table summarizes the awards granted to each of the named executive officers during the fiscal year ended December 31, 2025:

  74. Grants of Plan-Based Awards

    | Name | Grant Date(1) | Estimated Future Payouts Under Non-Equity Incentive Plan Awards (2) | | | Estimated Future Payouts Under Equity Incentive Plan Awards (3) | | | All Other Stock Awards: Number of Units (#) | Grant Date Fair Value of Stock and Option Awards ($)(4) | | | | Threshold ($) | Target ($) | Maximum ($) | Threshold (#) | Target (#) | Maximum (#) | | | | Serge Saxonov | — | 221,813 | 682,500 | 1,365,000 | — | — | — | — | — | | | 3/17/2025 | — | — | — | — | — | — | 171,428 | 1,844,565 | | | 3/17/2025(5) | — | — | — | 32,142 | 128,571 | 224,999 | — | 1,383,424 | | | 3/17/2025(6) | — | — | — | 64,285 | 128,571 | 257,142 | — | 1,792,280 | | Adam S. Taich | — | 99,450 | 306,000 | 612,000 | — | — | — | — | — | | | 3/17/2025 | — | — | — | — | — | — | 133,928 | 1,441,065 | | | 3/17/2025(5) | — | — | — | 5,580 | 22,321 | 39,061 | — | 240,174 | | | 3/17/2025(6) | — | — | — | 11,160 | 22,321 | 44,642 | — | 311,155 | | Benjamin J. Hindson | — | 102,375 | 315,000 | 630,000 | — | — | — | — | — | | | 3/17/2025 | — | — | — | — | — | — | 120,535 | 1,296,957 | | | 3/17/2025(5) | — | — | — | 5,022 | 20,089 | 35,155 | — | 216,158 | | | 3/17/2025(6) | — | — | — | 10,044 | 20,089 | 40,178 | — | 280,041 | | Eric S. Whitaker | — | 102,375 | 315,000 | 630,000 | — | — | — | — | — | | | 3/17/2025 | — | — | — | — | — | — | 176,785 | 1,902,207 | | | 3/17/2025(5) | — | — | — | 7,366 | 29,464 | 51,562 | — | 317,033 | | | 3/17/2025(6) | — | — | — | 14,732 | 29,464 | 58,928 | — | 410,728 |

  75. Grants of Plan-Based Awards

    (1)The vesting schedule applicable to each equity award is set forth in the “—Outstanding Equity Awards as of December 31, 2025” table below. (2)Amounts represent the threshold, target and maximum amounts potentially payable under our 2025 Annual Incentive Plan, as described in "Compensation Discussion and Analysis—Annual Incentive Plan" above. (3)Amounts represent the threshold, target and maximum number of shares that may be earned under the PSUs granted in 2025, as described in "Compensation Discussion and Analysis—Equity Awards" above. (4)The amounts shown represent the grant date fair value of the equity awards granted to our NEOs in fiscal year 2025, as computed in accordance with FASB ASC Topic 718, excluding the effect of estimated forfeitures. For purposes of our PSUs, which vest based on the attainment of certain relative total stockholder return metrics and two-year revenue CAGR (as further described above), the grant date fair value included is based on the probable achievement of such metrics. For a discussion of valuation assumptions used to determine the grant date fair value of the equity awards granted to our NEOs in fiscal year 2025, see Note 9 of Notes to our Consolidated Financial Statements set forth in our Annual Report on Form 10-K for the year ended December 31, 2025. There can be no assurance that the RSUs or PSUs will vest in full or at all (in which case no value with respect to such options or RSUs or PSUs will be realized by the individual) or that the value upon vesting, as applicable, will approximate the fair value as computed in accordance with FASB ASC Topic 718. (5)The information presented in this line relates to PSUs with performance conditions based on the company’s compound annual growth rate (CAGR) of the company’s revenue over a two-year performance period from January 1, 2025 to December 31, 2026. (6)The information presented in this line relates to PSUs with performance conditions based on the total shareholder return (TSR) of the company’s common stock as compared to the TSR of the members of the Russell 3000 Medical Equipment and Services Sector Index over a three-year performance period from January 1, 2025 to December 31, 2027.

  76. Grants of Plan-Based Awards

    | 10X GENOMICS, INC. | 52 | 2026 PROXY STATEMENT |

  77. Outstanding Equity Awards as of December 31, 2025

    Outstanding Equity Awards as of December 31, 2025 The following table lists the outstanding equity awards held by our NEOs as of December 31, 2025.

  78. Outstanding Equity Awards as of December 31, 2025

    | | | Stock option awards(1) | | | | | | Stock awards(2) | | | | | Name | Grant date | Numbers of securities underlying unexercised stock options exercisable (#)(3) | Numbers of securities underlying unexercised stock option unexercisable (#)(4) | Equity Incentive Plan Awards; Number of Securities Underlying Unexercised Unearned Options (#) | Stock option exercise price ($) | | Stock option expiration date | Number of shares or units of stocks that have not vested (#) | Market value of shares or units of stock that have not vested ($)(5) | Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights that have not Vested (#) | Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights that have not Vested ($)(5) | | Serge Saxonov | 10/18/2017(6) | 17,463 | — | — | 1.20 | | 10/18/2027 | — | — | — | — | | | 10/18/2017(7) | 112,500 | — | — | 1.20 | | 10/18/2027 | — | — | — | — | | | 10/18/2017(8) | 93,637 | — | — | 1.20 | | 10/18/2027 | — | — | — | — | | | 11/2/2018(9) | 32,478 | — | — | 5.04 | | 11/2/2028 | — | — | — | — | | | 5/10/2019(10) | 42,521 | — | — | 11.48 | | 5/10/2029 | — | — | — | — | | | 4/21/2020(11) | 235,733 | — | — | 74.58 | | 4/21/2030 | — | — | — | — | | | 3/19/2021(12) | 61,428 | — | — | 177.76 | | 3/19/2031 | — | — | — | — | | | 3/22/2022(13) | 134,591 | 12,236 | — | 69.56 | | 3/22/2032 | — | — | — | — | | | 3/22/2022(14) | — | — | — | — | | — | 3,671 | 59,874 | — | — | | | 9/14/2022(15) | — | — | 142,075 | 33.67 | | 9/14/2032 | — | — | — | — | | | 9/14/2022(16) | — | — | — | — | | — | — | — | 213,112 | 3,475,857 | | | 3/21/2023(17) | 48,515 | 24,258 | — | 50.10 | | 3/21/2033 | — | — | — | — | | | 3/21/2023(18) | — | — | — | — | | — | 11,371 | 185,461 | — | — | | | 3/21/2023(19) | — | — | — | — | | — | — | — | 72,773 | 1,186,928 | | | 3/21/2024(20) | — | — | — | — | | — | 49,981 | 815,190 | — | — | | | 3/21/2024(21) | — | — | — | — | | — | — | — | 44,427 | 724,604 | | | 3/17/2025(22) | — | — | — | — | | — | 128,571 | 2,096,993 | — | — | | | 3/17/2025(23) | — | — | — | — | | — | — | — | 128,571 | 2,096,993 | | | 3/17/2025(24) | — | — | — | — | | — | — | — | 128,571 | 2,096,993 | | Adam S. Taich | 10/23/2024(25) | — | — | — | — | — | — | 138,672 | 2,261,740 | — | — | | | 3/17/2025(26) | — | — | — | — | | — | 100,446 | 1,638,274 | — | — | | | 3/17/2025(27) | — | — | — | — | | — | — | — | 22,321 | 364,056 | | | 3/17/2025(28) | — | — | — | — | | — | — | — | 22,321 | 364,056 |

  79. Outstanding Equity Awards as of December 31, 2025

    | 10X GENOMICS, INC. | 53 | 2026 PROXY STATEMENT |

  80. Outstanding Equity Awards as of December 31, 2025

    | | | Stock option awards(1) | | | | | Stock awards(2) | | | | | Name | Grant date | Numbers of securities underlying unexercised stock options exercisable (#)(3) | Numbers of securities underlying unexercised stock option unexercisable (#)(4) | Equity Incentive Plan Awards; Number of Securities Underlying Unexercised Unearned Options (#) | Stock option exercise price ($) | Stock option expiration date | Number of shares or units of stocks that have not vested (#) | Market value of shares or units of stock that have not vested ($)(5) | Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights that have not Vested (#) | Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights that have not Vested ($)(5) | | Benjamin J. Hindson | 5/10/2019(29) | 14,978 | — | — | 11.48 | 5/10/2029 | — | — | — | — | | | 4/21/2020(30) | 93,630 | — | — | 74.58 | 4/21/2030 | — | — | — | — | | | 3/19/2021(31) | 27,922 | — | — | 177.76 | 3/19/2031 | — | — | — | — | | | 3/22/2022(32) | 65,256 | 5,933 | — | 69.56 | 3/22/2032 | — | — | — | — | | | 3/22/2022(33) | — | — | — | — | — | 1,780 | 29,032 | — | — | | | 9/14/2022(34) | 54,969 | 12,686 | — | 33.67 | 9/14/2032 | — | — | — | — | | | 9/14/2022(35) | — | — | — | — | — | — | — | 67,655 | 1,103,453 | | | 3/21/2023(36) | 24,258 | 12,129 | — | 50.10 | 3/21/2033 | — | — | — | — | | | 3/21/2023(37) | — | — | — | — | — | 11,371 | 185,461 | — | — | | | 3/21/2023(38) | — | — | — | — | — | — | — | 18,194 | 296,744 | | | 3/21/2024(39) | — | — | — | — | — | 39,985 | 652,155 | — | — | | | 3/21/2024(40) | — | — | — | — | — | — | — | 11,847 | 193,225 | | | 3/17/2025(41) | — | — | — | — | — | 90,402 | 1,474,457 | — | — | | | 3/17/2025(42) | — | — | — | — | — | — | — | 20,089 | 327,652 | | | 3/17/2025(43) | — | — | — | — | — | — | — | 20,089 | 327,652 | | Eric S. Whitaker | 7/28/2017(44) | 201 | — | — | 1.20 | 7/28/2027 | — | — | — | — | | | 11/2/2018(45) | 13,549 | — | — | 5.04 | 11/2/2028 | — | — | — | — | | | 5/10/2019(46) | 38,958 | — | — | 11.48 | 5/10/2029 | — | — | — | — | | | 4/21/2020(47) | 123,624 | — | — | 74.58 | 4/21/2030 | — | — | — | — | | | 3/19/2021(48) | 27,922 | — | — | 177.76 | 3/19/2031 | — | — | — | — | | | 3/22/2022(49) | 97,884 | 8,900 | — | 69.56 | 3/22/2032 | — | — | — | — | | | 3/22/2022(50) | — | — | — | — | — | 2,670 | 43,548 | — | — | | | 9/14/2022(51) | 49,472 | 11,417 | — | 33.67 | 9/14/2032 | — | — | — | — | | | 9/14/2022(52) | — | — | — | — | — | 5,709 | 93,114 | — | — | | | 9/14/2022(53) | — | — | — | — | — | — | — | 60,889 | 993,100 | | | 3/21/2023(54) | 20,792 | 10,397 | — | 50.10 | 3/21/2033 | — | — | — | — | | | 3/21/2023(55) | — | — | — | — | — | 9,747 | 158,974 | — | — | | | 3/21/2023(56) | — | — | — | — | — | — | — | 15,595 | 254,354 | | | 3/21/2024(57) | — | — | — | — | — | 69,973 | 1,141,260 | — | — | | | 3/21/2024(58) | — | — | — | — | — | — | — | 20,732 | 338,139 | | | 3/17/2025(59) | — | — | — | — | — | 132,589 | 2,162,527 | — | — | | | 3/17/2025(60) | — | — | — | — | — | — | — | 29,464 | 480,558 | | | 3/17/2025(61) | — | — | — | — | — | — | — | 29,464 | 480,558 |

  81. Outstanding Equity Awards as of December 31, 2025

    (1)The stock options are eligible to receive accelerated vesting, such that 100% of the then-unvested portion of the stock options will vest and become exercisable immediately prior to a change in control (as defined in the Severance Policy) if the NEO incurs a qualified termination (as defined in the Severance Policy). (2)The RSU and PSU awards are eligible to receive accelerated vesting such that all, a portion or a multiple of the then-unvested portion of the RSUs or PSUs will vest immediately prior to a change in control (as defined in the Severance Policy) if the NEO incurs a qualified termination (as defined in the Severance Policy) and meets all other conditions of the Severance Policy or applicable award agreement. (3)The amounts shown represent stock options to purchase shares of our Class A common stock that have vested.

  82. Outstanding Equity Awards as of December 31, 2025

    | 10X GENOMICS, INC. | 54 | 2026 PROXY STATEMENT |

  83. Outstanding Equity Awards as of December 31, 2025

    (4)The amounts shown represent stock options to purchase shares of our Class A common stock that have not yet vested. (5)The amounts shown are based on $16.31 per share, the market value per share of our Class A common stock on the Nasdaq Global Select Market on December 31, 2025. (7)All shares subject to the stock option grant were vested and exercisable as of December 31, 2025. (8)All shares subject to the stock option grant were vested and exercisable as of December 31, 2025. (9)All shares subject to the stock option grant were vested and exercisable as of December 31, 2025. (10)All shares subject to the stock option grant were vested and exercisable as of December 31, 2025. (11)All shares subject to the stock option grant were vested and exercisable as of December 31, 2025. (12)All shares subject to the stock option grant were vested and exercisable as of December 31, 2025. (13)1/48th of the stock option vested on the one month anniversary of April 1, 2022, and 1/48th of the stock option vested, and continues to vest, in equal monthly installments on the same day of each month thereafter, subject to Dr. Saxonov’s continued service through each applicable vesting date. (14)1/16th of the award vested on the three month anniversary of February 21, 2022, and 1/16th of the award vested, and continues to vest, in equal quarterly installments on February 21, May 21, August 21 and November 21 each year, subject to Dr. Saxonov's continued service through each applicable vesting date. (15)This performance stock option award consists of three separate tranches and the vesting of each tranche is subject to our Class A common stock average closing trading price per share being maintained at or exceeding $60, $80 and $105, respectively, over each of the immediately trailing 20 trading days, subject to Dr. Saxonov's continued service through each applicable vesting date. (16)This PSU award consists of three separate tranches and the vesting of each tranche is subject to our Class A common stock average closing trading price per share being maintained at or exceeding $60, $80 and $105, respectively, over each of the immediately trailing 20 trading days, subject to Dr. Saxonov's continued service through each applicable vesting date. (17)1/48th of the stock option vested on the one month anniversary of April 1, 2023, and 1/48th of the stock option vested, and continues to vest, in equal monthly installments on the same day of each month thereafter, subject to Dr. Saxonov’s continued service through each applicable vesting date. (18)1/16th of the award vested on the three month anniversary of February 21, 2023, and 1/16th of the award vested, and continues to vest, in equal quarterly installments on February 21, May 21, August 21 and November 21 each year, subject to Dr. Saxonov's continued service through each applicable vesting date. (19)This PSU award consists of three separate tranches and the vesting of each tranche is subject to our Class A common stock trading at or exceeding the volume-weighted average price per share of $72.14, $96.19 and $120.20, respectively, over each of the immediately trailing 20 trading days, subject to Dr. Saxonov's continued service through each applicable vesting date. (20)1/16th of the award vested on the three month anniversary of February 21, 2024, and 1/16th of the award vested, and continues to vest, in equal quarterly installments on February 21, May 21, August 21 and November 21 each year, subject to Dr. Saxonov's continued service through each applicable vesting date. (21)The number of relative TSR-based PSUs included in the table assumes achievement of market-based goals at the target level. These PSUs vest based on achievement of relative TSR through the applicable three-year performance period, subject to Dr. Saxonov’s continued service through the applicable vesting date as described above in the Compensation Discussion and Analysis section above under the heading Compensation Elements – Equity Awards." (22)1/12th of the award vested on the three month anniversary of February 21, 2025, and 1/12th of the award vested, and continues to vest, in equal quarterly installments on February 21, May 21, August 21 and November 21 each year, subject to Dr. Saxonov's continued service through each applicable vesting date. (23)The number of CAGR-based PSUs included in the table assumes achievement of market-based goals at the target level. These PSUs vest based on achievement of two-year revenue CAGR through the applicable three-year performance period, subject to Dr. Saxonov's continued service through the applicable vesting date as described above in the Compensation Discussion and Analysis section above under the heading Compensation Elements – Equity Awards." (24)The number of relative TSR-based PSUs included in the table assumes achievement of market-based goals at the target level. These PSUs vest based on achievement of relative TSR through the applicable three-year performance period, subject to Dr. Saxonov's continued service through the applicable vesting date as described above in the Compensation Discussion and Analysis section above under the heading Compensation Elements – Equity Awards." (25)1/16th of the award shall vest on the one year anniversary of August 21, 2024, and 1/16th of the award shall vest in equal quarterly installments on February 21, May 21, August 21 and November 21 each year, subject to Mr. Taich's continued service through each applicable vesting date. (26)1/12th of the award vested on the three month anniversary of February 21, 2025, and 1/12th of the award vested, and continues to vest, in equal quarterly installments on February 21, May 21, August 21 and November 21 each year, subject to Mr. Taich's continued service through each applicable vesting date.

  84. Outstanding Equity Awards as of December 31, 2025

    | 10X GENOMICS, INC. | 55 | 2026 PROXY STATEMENT |

  85. Outstanding Equity Awards as of December 31, 2025

    (27)The number of CAGR-based PSUs included in the table assumes achievement of market-based goals at the target level. These PSUs vest based on achievement of two-year revenue CAGR through the applicable three-year performance period, subject to Mr. Taich's continued service through the applicable vesting date as described above in the Compensation Discussion and Analysis section above under the heading Compensation Elements – Equity Awards." (28)The number of relative TSR-based PSUs included in the table assumes achievement of market-based goals at the target level. These PSUs vest based on achievement of relative TSR through the applicable three-year performance period, subject to Mr. Taich's continued service through the applicable vesting date as described above in the Compensation Discussion and Analysis section above under the heading Compensation Elements – Equity Awards." (30)All shares subject to the stock option grant were vested and exercisable as of December 31, 2025. (31)All shares subject to the stock option grant were vested and exercisable as of December 31, 2025. (32)1/48th of the stock option vested on the one month anniversary of April 1, 2022, and 1/48th of the stock option vested, and continues to vest, in equal monthly installments on the same day of each month thereafter, subject to Dr. Hindson's continued service through each applicable vesting date. (33)1/16th of the award vested on the three month anniversary of February 21, 2022, and 1/16th of the award vested, and continues to vest, in equal quarterly installments on February 21, May 21, August 21 and November 21 each year, subject to Dr. Hindson's continued service through each applicable vesting date. (34)1/48th of the stock option vested on the one month anniversary of September 14, 2022, and 1/48th of the stock option vested, and continues to vest, in equal monthly installments on the same day of each month thereafter, subject to Dr. Hindson's continued service through each applicable vesting date. (35)This PSU award consists of three separate tranches and the vesting of each tranche is subject to the Class A common stock average closing trading price per share being maintained at or exceeding $60, $80 and $105, respectively, over each of the immediately trailing 20 trading days, subject to Dr. Hindson's continued service through each applicable vesting date. (36)1/48th of the stock option vested on the one month anniversary of April 1, 2023, and 1/48th of the stock option vested, and continues to vest, in equal monthly installments on the same day of each month thereafter, subject to Dr. Hindson’s continued service through each applicable vesting date. (37)1/16th of the award vested on the three month anniversary of February 21, 2023, and 1/16th of the award vested, and continues to vest, in equal quarterly installments on February 21, May 21, August 21 and November 21 each year, subject to Dr. Hindson's continued service through each applicable vesting date. (38)This PSU award consists of three separate tranches and the vesting of each tranche is subject to our Class A common stock trading at or exceeding the volume-weighted average price per share of $72.14, $96.19 and $120.20, respectively, over each of the immediately trailing 20 trading days, subject to Dr. Hindson's continued service through each applicable vesting date. (39)1/16th of the award vested on the three month anniversary of February 21, 2024, and 1/16th of the award vested, and continues to vest, in equal quarterly installments on February 21, May 21, August 21 and November 21 each year, subject to Dr. Hindson's continued service through each applicable vesting date. (40)The number of relative TSR-based PSUs included in the table assumes achievement of market-based goals at the target level. These PSUs vest based on achievement of relative TSR through the applicable three-year performance period, subject to Dr. Hindson’s continued service through the applicable vesting date as described above in the Compensation Discussion and Analysis section above under the heading Compensation Elements – Equity Awards." (41)1/12th of the award vested on the three month anniversary of February 21, 2025, and 1/12th of the award vested, and continues to vest, in equal quarterly installments on February 21, May 21, August 21 and November 21 each year, subject to Dr. Hindson's continued service through each applicable vesting date. (42)The number of CAGR-based PSUs included in the table assumes achievement of market-based goals at the target level. These PSUs vest based on achievement of two-year revenue CAGR through the applicable three-year performance period, subject to Dr. Hindson's continued service through the applicable vesting date as described above in the Compensation Discussion and Analysis section above under the heading Compensation Elements – Equity Awards." (43)The number of relative TSR-based PSUs included in the table assumes achievement of market-based goals at the target level. These PSUs vest based on achievement of relative TSR through the applicable three-year performance period, subject to Dr. Hindson's continued service through the applicable vesting date as described above in the Compensation Discussion and Analysis section above under the heading Compensation Elements – Equity Awards." (44)All shares subject to the stock option grant were vested and exercisable as of December 31, 2025. (45)All shares subject to the stock option grant were vested and exercisable as of December 31, 2025. (46)All shares subject to the stock option grant were vested and exercisable as of December 31, 2025.

  86. Outstanding Equity Awards as of December 31, 2025

    | 10X GENOMICS, INC. | 56 | 2026 PROXY STATEMENT |

  87. Outstanding Equity Awards as of December 31, 2025

    (49)1/48th of the stock option vested on the one month anniversary of April 1, 2022, and 1/48th of the stock option vested, and continues to vest, in equal monthly installments on the same day of each month thereafter, subject to Mr. Whitaker's continued service through each applicable vesting date. (50)1/16th of the award vested on the three month anniversary of February 21, 2022, and 1/16th of the award vested, and continues to vest, in equal quarterly installments on February 21, May 21, August 21 and November 21 each year, subject to Mr. Whitaker's continued service through each applicable vesting date. (51)1/48th of the stock option vested on the one month anniversary of September 14, 2022, and 1/48th of the stock option vested, and continues to vest, in equal monthly installments on the same day of each month thereafter, subject to Mr. Whitaker's continued service through each applicable vesting date. (52)1/16th of the award vested on the three month anniversary of August 21, 2022, and 1/16th of the award vested, and continues to vest, in equal quarterly installments on February 21, May 21, August 21 and November 21 each year, subject to Mr. Whitaker's continued service through each applicable vesting date. (53)This PSU award consists of three separate tranches and the vesting of each tranche is subject to the Class A common stock average closing trading price per share being maintained at or exceeding $60, $80 and $105, respectively, over each of the immediately trailing 20 trading days, subject to Mr. Whitaker's continued service through each applicable vesting date. (54)1/48th of the stock option vested on the one month anniversary of April 1, 2023, and 1/48th of the stock option vested, and continues to vest, in equal monthly installments on the same day of each month thereafter, subject to Mr. Whitaker’s continued service through each applicable vesting date. (55)1/16th of the award vested on the three month anniversary of February 21, 2023, and 1/16th of the award vested, and continues to vest, in equal quarterly installments on February 21, May 21, August 21 and November 21 each year, subject to Mr. Whitaker's continued service through each applicable vesting date. (56)This PSU award consists of three separate tranches and the vesting of each tranche is subject to our Class A common stock trading at or exceeding the volume-weighted average price per share of $72.14, $96.19 and $120.20, respectively, over each of the immediately trailing 20 trading days, subject to Mr. Whitaker's continued service through each applicable vesting date. (57)1/16th of the award vested on the three month anniversary of February 21, 2024, and 1/16th of the award vested, and continues to vest, in equal quarterly installments on February 21, May 21, August 21 and November 21 each year, subject to Mr. Whitaker's continued service through each applicable vesting date. (58)The number of relative TSR-based PSUs included in the table assumes achievement of market-based goals at the target level. These PSUs vest based on achievement of relative TSR through the applicable three-year performance period, subject to Mr. Whitaker’s continued service through the applicable vesting date as described above in the Compensation Discussion and Analysis section above under the heading Compensation Elements – Equity Awards." (59)1/12th of the award vested on the three month anniversary of February 21, 2025, and 1/12th of the award vested, and continues to vest, in equal quarterly installments on February 21, May 21, August 21 and November 21 each year, subject to Mr. Whitaker's continued service through each applicable vesting date. (60)The number of CAGR-based PSUs included in the table assumes achievement of market-based goals at the target level. These PSUs vest based on achievement of two-year revenue CAGR through the applicable three-year performance period, subject to Mr. Whitaker's continued service through the applicable vesting date as described above in the Compensation Discussion and Analysis section above under the heading Compensation Elements – Equity Awards." (61)The number of relative TSR-based PSUs included in the table assumes achievement of market-based goals at the target level. These PSUs vest based on achievement of relative TSR through the applicable three-year performance period, subject to Mr. Whitaker's continued service through the applicable vesting date as described above in the Compensation Discussion and Analysis section above under the heading Compensation Elements – Equity Awards."

  88. Outstanding Equity Awards as of December 31, 2025

    | 10X GENOMICS, INC. | 57 | 2026 PROXY STATEMENT |

  89. Option Exercises and Stock Vested

    Option Exercises and Stock Vested The following table provides information concerning the exercise of stock options and vesting of RSU awards held by our named executive officers in 2025:

  90. Option Exercises and Stock Vested

    | | Option Awards | | Stock Awards | | | Name | Number of Shares Acquired on Exercise (#) | Value Realized on Exercise ($)(1) | Number of Shares Acquired on Vesting (#) | Value Realized on Vesting ($)(2) | | Serge Saxonov | 50,000 | 466,000 | 90,386 | 1,167,257 | | Adam S. Taich | — | — | 96,514 | 1,335,528 | | Benjamin J. Hindson | — | — | 73,275 | 944,529 | | Eric S. Whitaker | — | — | 102,080 | 1,317,617 |

  91. Option Exercises and Stock Vested

    (1)Value realized on exercise is equal to the difference between the market price of the underlying shares at exercise and the exercise price of the options and does not necessarily reflect actual proceeds received. (2)Value realized on vesting is equal to the market price of the underlying shares at vesting and does not necessarily reflect actual proceeds received.

  92. Pension Benefits and Nonqualified Deferred Compensation

    Pension Benefits and Nonqualified Deferred Compensation Our named executive officers do not participate in any pension or nonqualified deferred compensation plans and received no pension benefits or nonqualified deferred compensation during the fiscal year 2025.

  93. Potential Payments Upon a Change of Control or Termination of Employment

    Potential Payments Upon a Change of Control or Termination of Employment Effective July 30, 2020, our compensation committee adopted the Severance Policy, which covers our NEOs with double trigger change of control severance benefits. As described in “Severance Arrangements—Change in Control Severance Policy,” our NEOs are eligible to receive certain severance payments and benefits under the Severance Policy upon a termination of employment by the company without cause or by the NEO for good reason within 24 months following a change in control. In the event of such a termination, each NEO is entitled to severance equal to six months of base salary, reimbursement for a portion of COBRA premiums for six months and accelerated vesting of any outstanding stock option or restricted stock unit awards. No NEO is entitled to receive any payments or benefits upon a change in control alone (without an accompanying qualifying termination). Additionally, the stock options and RSUs granted to our NEOs are eligible to receive accelerated vesting (except performance stock options and PSUs), such that 100% of the then-unvested portion of the stock options will vest and become exercisable immediately prior to a change in control (as defined in the Severance Policy) if the NEO incurs a qualified termination (as defined in the Severance Policy). We have no provision for severance in place in the event of a termination of employment outside of a change of control for any of our NEOs.

  94. Chief Executive Officer Pay Ratio

    Chief Executive Officer Pay Ratio The 2025 annual total compensation of our Chief Executive Officer was $6,329,244, while the 2025 annual total compensation of our median compensated employee was $196,532. Based on the foregoing, the ratio of the annual total compensation of our Chief Executive Officer to the median of the annual total compensation of our employees was 32 to 1. Because our 2024 median employee no longer worked for the Company at the end of 2025, we have identified a new median employee for purposes of calculating and disclosing our 2025 pay ratio and we identified the new median employee by using the same methodology we used to identify our previous median employees. For the pay ratio analysis of our employee population conducted in 2025, we determined our median compensated employee in 2025 by using base salaries, bonuses, commissions and the grant date fair value of equity awards granted to employees in 2025 as our consistently applied compensation measure. Compensation paid in foreign currencies was converted to U.S. dollars using the average exchange rate on December 31, 2025. In addition, we annualized base salaries for permanent full-time and part-time employees that did not work the full year. We made no other assumptions, cost-of-living adjustments or other estimates. After identifying the median compensated employee, we calculated the employee’s 2025 annual total compensation in accordance with Item 402(c)(2)(x) of Regulation S-K, which is the same methodology we used to calculate our Chief Executive Officer’s annual total compensation in the table above entitled “Summary Compensation Table.” Because the SEC rules for identifying the median compensated employee and calculating the pay ratio allow companies to use different methodologies, exemptions, estimates and assumptions, the pay ratio reported above may not be comparable to the pay ratio reported by other companies as other companies may have different employment and compensation practices and may utilize different methodologies, exclusions, estimates and assumptions in calculating their own pay ratios.

  95. Chief Executive Officer Pay Ratio

    | 10X GENOMICS, INC. | 60 | 2026 PROXY STATEMENT |

  96. Chief Executive Officer Pay Ratio

    Pay-Versus-Performance

  97. Pay Versus Performance Disclosure

    Pay Versus Performance Disclosure In accordance with rules adopted by the Securities and Exchange Commission pursuant to the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010, we provide the following disclosure regarding executive compensation for our principal executive officer (“PEO”) and Non-PEO NEOs and Company performance for the fiscal years listed below.

  98. Pay Versus Performance Disclosure

    | Year | Summary Compensation Table Total for PEO1 ($) | Compensation Actually Paid to PEO1,2,3 ($) | Average Summary Compensation Table Total for Non-PEO NEOs1 ($) | Average Compensation Actually Paid to Non-PEO NEOs1,2,3 ($) | Value of Initial Fixed $100 Investment based on:4 | | Net Income ($ Millions) | Stock Price⁵ | | | | | | | TSR ($) | Peer Group TSR ($) | | | | 2025 | 6,329,244 | 6,788,069 | 2,759,812 | 3,670,771 | 11.52 | 124.75 | (43.5) | 16.31 | | 2024 | 7,929,349 | (21,169,246) | 4,399,950 | (4,682,313) | 10.14 | 93.49 | (182.6) | 14.36 | | 2023 | 8,286,049 | 17,348,412 | 3,397,530 | 7,387,885 | 39.52 | 94.03 | (255.1) | 55.96 | | 2022 | 18,805,294 | (14,310,774) | 9,376,988 | (3,497,039) | 25.73 | 89.90 | (166.0) | 36.44 | | 2021 | 11,700,985 | 20,812,842 | 4,979,234 | 9,325,452 | 105.20 | 100.02 | (58.2) | 148.96 |

  99. Pay Versus Performance Disclosure

    (1)Serge Saxonov was our PEO for each year presented. The individuals comprising the Non-PEO NEOs for each year presented are listed below.

  100. Pay Versus Performance Disclosure

    | 2021 | 2022 | 2023 | 2024 | 2025 | | Justin J. McAnear | Justin J. McAnear | Justin J. McAnear | Adam S. Taich | Adam S. Taich | | Benjamin J. Hindson | Benjamin J. Hindson | Benjamin J. Hindson | Benjamin J. Hindson | Benjamin J. Hindson | | Eric S. Whitaker | Eric S. Whitaker | Eric S. Whitaker | Eric S. Whitaker | Eric S. Whitaker | | Bradford J. Crutchfield | James Wilbur | James Wilbur | Justin J. McAnear | |

  101. Pay Versus Performance Disclosure

    (2)The amounts shown for Compensation Actually Paid have been calculated in accordance with Item 402(v) of Regulation S-K and do not reflect compensation actually earned, realized or received by the Company’s Non-PEO NEOs. These amounts reflect the Summary Compensation Table Total with certain adjustments as described in footnote 3 below.

  102. Pay Versus Performance Disclosure

    | 10X GENOMICS, INC. | 61 | 2026 PROXY STATEMENT |

  103. Pay Versus Performance Disclosure

    (3)Compensation Actually Paid reflects the exclusions and inclusions of certain amounts for the PEO and the Non-PEO NEOs as set forth below. Equity values are calculated in accordance with FASB ASC Topic 718. Amounts in the Exclusion of Stock Awards and Option Awards column are the totals from the Stock Awards and Option Awards columns set forth in the Summary Compensation Table.

  104. Pay Versus Performance Disclosure

    | Year | Summary Compensation Table Total for Serge Saxonov ($) | Exclusion of Stock Awards and Option Awards for Serge Saxonov ($) | Inclusion of Equity Values for Serge Saxonov ($) | Compensation Actually Paid to Serge Saxonov ($) | | 2025 | 6,329,244 | (5,020,269) | 5,479,094 | 6,788,069 |

  105. Pay Versus Performance Disclosure

    | Year | Average Summary Compensation Table Total for Non-PEO NEOs ($) | Average Exclusion of Stock Awards and Option Awards for Non-PEO NEOs ($) | Average Inclusion of Equity Values for Non-PEO NEOs ($) | Average Compensation Actually Paid to Non-PEO NEOs ($) | | 2025 | 2,759,812 | (1,954,729) | 2,865,688 | 3,670,771 |

  106. Pay Versus Performance Disclosure

    The amounts in the Inclusion of Equity Values in the tables above are derived from the amounts set forth in the following tables:

  107. Pay Versus Performance Disclosure

    | Year | Year-End Fair Value of Equity Awards Granted During Year That Remained Unvested as of Last Day of Year for Serge Saxonov ($) | Change in Fair Value from Last Day of Prior Year to Last Day of Year of Unvested Equity Awards for Serge Saxonov ($) | Vesting-Date Fair Value of Equity Awards Granted During Year that Vested During Year for Serge Saxonov ($) | Change in Fair Value from Last Day of Prior Year to Vesting Date of Unvested Equity Awards that Vested During Year for Serge Saxonov ($) | Fair Value at Last Day of Prior Year of Equity Awards Forfeited During Year for Serge Saxonov ($) | Value of Dividends or Other Earnings Paid on Equity Awards Not Otherwise Included for Serge Saxonov ($) | Total - Inclusion of Equity Values for Serge Saxonov ($) | | 2025 | 5,290,273 | (212,419) | 568,003 | (166,763) | — | — | 5,479,094 |

  108. Pay Versus Performance Disclosure

    | Year | Average Year-End Fair Value of Equity Awards Granted During Year That Remained Unvested as of Last Day of Year for Non-PEO NEOs ($) | Average Change in Fair Value from Last Day of Prior Year to Last Day of Year of Unvested Equity Awards for Non-PEO NEOs ($) | Average Vesting-Date Fair Value of Equity Awards Granted During Year that Vested During Year for Non-PEO NEOs ($) | Average Change in Fair Value from Last Day of Prior Year to Vesting Date of Unvested Equity Awards that Vested During Year for Non-PEO NEOs ($) | Average Fair Value at Last Day of Prior Year of Equity Awards Forfeited During Year for Non-PEO NEOs ($) | Average Value of Dividends or Other Earnings Paid on Equity Awards Not Otherwise Included for Non-PEO NEOs ($) | Total - Average Inclusion of Equity Values for Non-PEO NEOs ($) | | 2025 | 2,353,457 | 147,538 | 476,288 | (111,595) | — | — | 2,865,688 |

  109. Pay Versus Performance Disclosure

    (4)The Peer Group TSR set forth in this table utilizes the Nasdaq Biotechnology Composite Index, which we also utilize in the stock performance graph required by Item 201(e) of Regulation S-K included in our Annual Report for the year ended December 31, 2025. The comparison assumes $100 was invested for the period starting December 31, 2020, through the end of the listed year in the Company and in the Nasdaq Biotechnology Composite Index, respectively. Historical stock performance is not necessarily indicative of future stock performance. (5)We determined stock price to be the most important financial performance measure used to link Company performance to Compensation Actually Paid to our PEO and Non-PEO NEOs in 2025. The amounts in the column represent the closing price on the last trading day of the listed year.

  110. Pay Versus Performance Disclosure

    | 10X GENOMICS, INC. | 62 | 2026 PROXY STATEMENT |

  111. Relationship Between PEO and Non-PEO NEO Compensation Actually Paid, Company Total Shareholder Return (“TSR”) and Cumulative TSR Comparison

    Relationship Between PEO and Non-PEO NEO Compensation Actually Paid, Company Total Shareholder Return (“TSR”) and Cumulative TSR Comparison The following chart sets forth the relationship between Compensation Actually Paid to our PEO, the average of Compensation Actually Paid to our Non-PEO NEOs and the Company’s cumulative TSR over the five most recently completed fiscal years. The chart also compares the Company’s TSR to that of the Nasdaq Biotechnology Composite Index over the same period.

  112. Relationship Between PEO and Non-PEO NEO Compensation Actually Paid, Company Total Shareholder Return (“TSR”) and Cumulative TSR Comparison

    | 10X GENOMICS, INC. | 63 | 2026 PROXY STATEMENT |

  113. Relationship Between PEO and Non-PEO NEO Compensation Actually Paid and Net Income

    Relationship Between PEO and Non-PEO NEO Compensation Actually Paid and Net Income The following chart sets forth the relationship between Compensation Actually Paid to our PEO, the average of Compensation Actually Paid to our Non-PEO NEOs and our Net Income during the five most recently completed fiscal years.

  114. Relationship Between PEO and Non-PEO NEO Compensation Actually Paid and Stock Price

    Relationship Between PEO and Non-PEO NEO Compensation Actually Paid and Stock Price The following chart sets forth the relationship between Compensation Actually Paid to our PEO, the average of Compensation Actually Paid to our Non-PEO NEOs, and our Stock Price during the five most recently completed fiscal years.

  115. Relationship Between PEO and Non-PEO NEO Compensation Actually Paid and Stock Price

    | 10X GENOMICS, INC. | 64 | 2026 PROXY STATEMENT |

  116. Equity Awards to Directors and Executive Officers

    Equity Awards to Directors and Executive Officers We have granted equity awards to our directors and executive officers. For more information regarding the equity awards granted to our directors and named executive officers in 2025 see the sections titled “Executive Compensation” and “Director Compensation.”

  117. Limitation of Liability and Indemnification of Directors and Officers

    Limitation of Liability and Indemnification of Directors and Officers Our amended and restated certificate of incorporation provides that no director would be personally liable to us or our stockholders for monetary damages for breach of fiduciary duty as a director, except as required by applicable law. For more information regarding the limitations of liability and indemnification see the section titled “Limitation of Liability and Indemnification.”