Illumina (GRAL) discloses reduced 3.2% beneficial stake in GRAIL

Rhea-AI Filing Summary

Illumina, Inc. filed an amended Schedule 13G showing its beneficial ownership in GRAIL, Inc. common stock has fallen to a minority position. Illumina reports beneficial ownership of 1,302,126 shares of GRAIL common stock, representing 3.2% of the outstanding class, with sole voting and dispositive power over all these shares.

The filing notes that as of December 31, 2025, Illumina beneficially owned 2,502,126 shares, and the 3.2% figure is based on 40,800,541 shares outstanding as of November 14, 2025. Illumina confirms it now holds 5% or less of GRAIL’s common stock.

Insights

Equity ownership and disclosure analyst

Illumina now reports a reduced, sub‑5% stake in GRAIL.

Illumina, Inc. reports beneficial ownership of 1,302,126 GRAIL common shares, or 3.2% of the class, with sole voting and dispositive power. The calculation uses 40,800,541 shares outstanding as of November 14, 2025.

The filing also states Illumina beneficially owned 2,502,126 shares as of December 31, 2025, and now categorizes its holdings as "ownership of 5 percent or less of a class." This shifts Illumina into a smaller, non‑controlling shareholder role under disclosure thresholds.

Future company filings may clarify whether changes in Illumina’s reported stake continue, but this document primarily updates formal ownership status rather than detailing transaction terms or strategic intentions.

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13G

UNDER THE SECURITIES EXCHANGE ACT OF 1934

(Amendment No. 1)

GRAIL, INC.

(Name of Issuer)

Common Stock, $0.001 par value

(Title of Class of Securities)

384747101

(CUSIP Number)

12/31/2025

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

Rule 13d-1(b)

Rule 13d-1(c)

Rule 13d-1(d)

SCHEDULE 13G

CUSIP No. 384747101

1

Names of Reporting Persons

Illumina, Inc.

2

Check the appropriate box if a member of a Group (see instructions)

(a)
(b)

3

Sec Use Only

4

Citizenship or Place of Organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 1,302,126.00
6	Shared Voting Power 0.00
7	Sole Dispositive Power 1,302,126.00
8	Shared Dispositive Power 0.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

1,302,126.00

10

Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

11

Percent of class represented by amount in row (9)

3.2 %

12

Type of Reporting Person (See Instructions)

CO

Comment for Type of Reporting Person: Note 1: The figure in boxes 5, 7 and 9 represents shares of Common Stock of GRAIL, Inc. (the "Company") directly or indirectly beneficially owned by Illumina, Inc. ("Illumina") as of February 17, 2026, the date of this filing. As of December 31, 2025, Illumina, Inc. ("Illumina") directly or indirectly beneficially owned 2,502,126 shares of the Company's Common Stock. Note 2: For Box 11, the denominator for this calculation is based on 40,800,541 shares of Common Stock outstanding as of November 14, 2025, as reported in GRAIL's prospectus supplement dated November 14, 2025 to its Registration Statement on Form S-3 filed with the U.S. Securities and Exchange Commission on November 13, 2025.

SCHEDULE 13G

Item 1.
(a)	Name of issuer: GRAIL, INC.
(b)	Address of issuer's principal executive offices: 1525 O'Brien Drive, Menlo Park, California, 94025
Item 2.
(a)	Name of person filing: Illumina, Inc.
(b)	Address or principal business office or, if none, residence: 5200 Illumina Way, San Diego, CA 92122
(c)	Citizenship: Delaware
(d)	Title of class of securities: Common Stock, $0.001 par value
(e)	CUSIP No.: 384747101
Item 3.	If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
(a)	Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
(b)	Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
(c)	Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
(d)	Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
(e)	An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
(f)	An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
(g)	A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
(h)	A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
(i)	A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
(j)	A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J), please specify the type of institution:
(k)	Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
Item 4.	Ownership
(a)	Amount beneficially owned: 1,302,126
(b)	Percent of class: 3.2%
(c)	Number of shares as to which the person has:
	(i) Sole power to vote or to direct the vote: 1,302,126
	(ii) Shared power to vote or to direct the vote: 0
	(iii) Sole power to dispose or to direct the disposition of: 1,302,126
	(iv) Shared power to dispose or to direct the disposition of: 0
Item 5.	Ownership of 5 Percent or Less of a Class.
	Ownership of 5 percent or less of a class
Item 6.	Ownership of more than 5 Percent on Behalf of Another Person.
	Not Applicable
Item 7.	Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.
	Not Applicable
Item 8.	Identification and Classification of Members of the Group.
	Not Applicable
Item 9.	Notice of Dissolution of Group.
	Not Applicable

Item 10. Certifications:

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Illumina, Inc.

Signature:	/s/ Ankur Dhingra
Name/Title:	Ankur Dhingra, Chief Financial Officer
Date:	02/17/2026

FAQ

What ownership stake in GRAIL, Inc. does Illumina, Inc. now report?

Illumina, Inc. reports beneficial ownership of 1,302,126 shares of GRAIL, Inc. common stock, representing 3.2% of the outstanding class. Illumina has sole voting and sole dispositive power over all of these shares according to the amended Schedule 13G filing.

How did Illumina, Inc.’s beneficial ownership in GRAIL, Inc. change by December 31, 2025?

The filing notes Illumina beneficially owned 2,502,126 GRAIL common shares as of December 31, 2025. By the filing date, Illumina reported 1,302,126 shares, indicating a lower reported position while now classifying its stake as ownership of 5 percent or less of the class.

What percentage of GRAIL, Inc. does Illumina, Inc.’s 1,302,126 shares represent?

Illumina’s 1,302,126 GRAIL shares represent 3.2% of the outstanding common stock. This percentage is calculated using 40,800,541 GRAIL common shares outstanding as of November 14, 2025, as referenced from GRAIL’s prospectus supplement cited in the ownership filing.

What level of voting and dispositive power does Illumina, Inc. have over its GRAIL shares?

Illumina has sole power to vote and sole power to dispose of all 1,302,126 GRAIL shares it reports. The filing shows zero shared voting power and zero shared dispositive power, meaning Illumina alone directs voting and disposition decisions for these reported shares.

Why does Illumina, Inc. state it owns 5 percent or less of GRAIL, Inc.?

Item 5 of the filing is marked "Ownership of 5 percent or less of a class," indicating Illumina’s reported holdings are now below the 5% threshold. With a 3.2% beneficial ownership stake, Illumina is disclosing a smaller, non‑controlling equity position in GRAIL.

What share count did GRAIL, Inc. report outstanding for this ownership calculation?

The 3.2% ownership figure is based on 40,800,541 GRAIL common shares outstanding as of November 14, 2025. This outstanding share count comes from a GRAIL prospectus supplement dated November 14, 2025, which Illumina references as the denominator in its ownership calculation.