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Illumina establishes up to $1B short-term debt program

Each note's maturity may not exceed 397 days, and the program allows amounts to be borrowed, repaid and re-borrowed.

(Moderate)

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Form Type
8-K

Rhea-AI Filing Summary

Illumina, Inc. (ILMN) established an unsecured commercial paper program under which it may issue notes, with aggregate principal outstanding capped at $1.0 billion at any time. Amounts may be borrowed, repaid and re-borrowed. As of October 8, 2026, no CP Notes were outstanding, and net proceeds from issuances are expected to be used for general corporate purposes.

Maturities may not exceed 397 days from issue. Notes may be issued at a discount from par or at par with fixed or floating interest rates. Initially, three commercial paper dealers will either purchase notes from Illumina or arrange their sale to purchasers, and a national bank will serve as issuing and paying agent. The notes are unregistered and may be offered or sold in the United States only if registered or an applicable exemption applies.

Item 1.01 Entry into a Material Definitive Agreement Business
The company signed a significant contract such as a merger agreement, credit facility, or major partnership.
Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement Financial
The company incurred a new significant debt or off-balance-sheet obligation.
Item 9.01 Financial Statements and Exhibits Exhibits
Financial statements, pro forma financial information, or exhibit attachments filed with this report.
Maximum CP Notes outstanding $1.0 billion aggregate principal At any time under the program
Maximum maturity 397 days From the date of issue
Initial commercial paper dealers 3 dealers Initially under the program
commercial paper program financial
"establish an unsecured commercial paper program"
A commercial paper program is a formal way a company issues very short-term IOUs to raise quick cash, typically for days to months, without using a bank loan. Investors care because it shows how the company manages short-term funding and how trustworthy it appears—like watching whether someone keeps using and repaying a credit card; frequent use or higher costs can signal cash strain, while smooth issuance suggests healthy liquidity.
aggregate principal amount financial
"aggregate principal amount of CP Notes outstanding"
The aggregate principal amount is the total amount of money borrowed through a bond or loan that the borrower promises to repay. It’s like the original price tag on a loan or bond, showing how much money is involved in the deal. This number matters because it indicates the size of the debt and helps investors understand the scale of the borrowing.
issuing and paying agent financial
"act as issuing and paying agent under the CP Program"
discount from par financial
"issued at a discount from par"
Section 4(a)(2) regulatory
"exemption from registration contained in Section 4(a)(2)"
Section 4(a)(2) is a part of U.S. securities laws that allows companies to sell their stock directly to certain investors without registering the sale with regulators. This process is often used for private placements, making it easier and faster for companies to raise money from knowledgeable or institutional investors. It matters to investors because it provides an alternative way to buy shares, often with fewer disclosures and lower costs.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What is ILMN's commercial paper program limit?

Illumina may have up to $1.0 billion in aggregate principal of CP Notes outstanding at any time. Amounts may be borrowed, repaid and re-borrowed under the program.

Does ILMN have any CP Notes outstanding under the program?

No CP Notes were outstanding as of October 8, 2026.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Available on EDGAR Accepted by SEC EDGAR Learn about SEC filing dates
0001110803FALSE10/13/202600011108032026-10-082026-10-08

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 8-K
Current Report

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): October 8, 2026
ilmnlogoa19.jpg
Illumina, Inc.
(Exact name of registrant as specified in its charter)

001-35406
(Commission File Number)
Delaware33-0804655
(State or other jurisdiction of incorporation)(I.R.S. Employer Identification No.)

5200 Illumina Way, San Diego, CA 92122
(Address of principal executive offices) (Zip code)

(858) 202-4500
(Registrant’s telephone number, including area code)

N/A
(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
☐     Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐     Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐     Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐     Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
Title of each classTrading Symbol(s)Name of each exchange on which registered
Common Stock, $0.01 par valueILMN
The Nasdaq Global Select Market
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐    
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13a of the Exchange Act. ☐    



Item 1.01.    Entry into a Material Definitive Agreement.

Entry into Dealer Agreements

On October 8, 2026, Illumina, Inc. (the “Company”) entered into definitive documentation to establish an unsecured commercial paper program (the “CP Program”) pursuant to which the Company may issue short-term, unsecured commercial paper notes (the “CP Notes”) pursuant to the exemption from registration contained in Section 4(a)(2) of the Securities Act of 1933, as amended (the “Securities Act”). Amounts available under the CP Program may be borrowed, repaid and re-borrowed from time to time, with the aggregate principal amount of CP Notes outstanding under the CP Program at any time not to exceed $1.0 billion. The net proceeds of issuances of the CP Notes are expected to be used for general corporate purposes. As of the date of this report, no CP Notes were outstanding under the CP Program.

The maturities of the CP Notes will vary but may not exceed 397 days from the date of issue. The CP Notes will be sold under customary terms in the commercial paper market and will be issued at a discount from par or, alternatively, will be issued at par and bear varying interest rates on a fixed or floating basis.

Initially, three commercial paper dealers will each act as a dealer under the CP Program (each a “Dealer” and, collectively, the “Dealers”) pursuant to the terms and conditions of a commercial paper dealer agreement entered into among the Company and each Dealer (each, a “Dealer Agreement”). A national bank will act as issuing and paying agent under the CP Program.

Each Dealer Agreement provides the terms under which the applicable Dealer will either purchase the CP Notes from the Company or arrange for the sale of the CP Notes by the Company to one or more purchasers, in each case pursuant to an exemption from federal and state securities laws. Each Dealer Agreement contains customary representations, warranties, covenants and indemnification provisions. The Dealer Agreements are substantially identical in all material respects except as to the parties thereto and the notice provisions. The foregoing summary of the Dealer Agreements does not purport to be complete and is subject to, and qualified in its entirety by, the full text of the Dealer Agreements, a form of which is attached hereto as Exhibit 10.1 and is incorporated herein by reference.

From time to time, one or more of the Dealers and certain of their respective affiliates have provided, and may in the future provide, commercial banking, investment banking and other financial advisory services to the Company and its affiliates for which they have received or will receive customary fees and expenses.

The CP Notes have not been and will not be registered under the Securities Act or state securities laws and may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements of the Securities Act and applicable state laws. The information contained in this Current Report on Form 8-K is neither an offer to sell nor a solicitation of an offer to buy any securities.

Item 2.03.     Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

The information set forth under "Item 1.01. Entry into a Material Definitive Agreement" is incorporated herein by reference.

Item 9.01.     Exhibits.

Exhibit NumberDescription of Exhibit
10.1
Form of Dealer Agreement among Illumina, Inc. and the Dealer party thereto
104
Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL document
    




SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
ILLUMINA, INC.
 
Date:October 13, 2026By:  /s/ ANKUR DHINGRA
Name:Ankur Dhingra
Title:Chief Financial Officer





Exhibit Index
Exhibit NumberDescription
10.1
Form of Dealer Agreement among Illumina, Inc. and the Dealer party thereto
104
Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL document


Filing Exhibits & Attachments

4 documents

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