Illumina (ILMN) plans $300M 4.950% notes due 2029 to refinance 2026 debt

Q: What new debt is Illumina (ILMN) issuing in this 8-K?

Illumina is issuing $300,000,000 aggregate principal amount of 4.950% notes due 2029 under an underwriting agreement with J.P. Morgan Securities LLC and Citigroup Global Markets Inc., acting as representatives of the underwriters.

Q: How does Illumina (ILMN) plan to use the proceeds from the 4.950% notes?

Illumina expects to use the net proceeds from the 4.950% notes, together with cash on hand , to repay its 4.650% notes due September 9, 2026 , effectively refinancing upcoming debt maturity.

Q: When is the closing of Illumina’s (ILMN) new notes offering expected?

The offering of Illumina’s 4.950% notes due 2029 is expected to close on August 17, 2026 , subject to customary closing conditions typically associated with underwritten debt offerings.

Q: Which firms are underwriting Illumina’s (ILMN) 4.950% notes due 2029?

The underwriting syndicate is led by J.P. Morgan Securities LLC and Citigroup Global Markets Inc. , acting as representatives of the several underwriters named in the Underwriting Agreement dated August 10, 2026.

Q: What existing Illumina (ILMN) debt is targeted for repayment with this offering?

Illumina expects to use proceeds from the new $300,000,000 4.950% notes due 2029 to repay its outstanding 4.650% notes due September 9, 2026 , alongside using cash on hand.

Filing Impact

(Moderate)

Filing Sentiment

(Neutral)

Form Type

8-K

Rhea-AI Filing Summary

Illumina, Inc. entered into an underwriting agreement to issue and sell $300,000,000 aggregate principal amount of its 4.950% notes due 2029. The transaction is with J.P. Morgan Securities LLC and Citigroup Global Markets Inc., acting as representatives of the underwriters, and is expected to close on August 17, 2026, subject to customary closing conditions.

Illumina expects to use the net proceeds from these notes, together with cash on hand, to repay its 4.650% notes due September 9, 2026. The new notes will be issued under an effective shelf Registration Statement on Form S-3 (No. 333-281921). The detailed underwriting agreement is included as an exhibit and incorporated by reference.

8-K Event Classification

2 items: 8.01, 9.01

2 items

Item 8.01 Other Events Other

Voluntary disclosure of events the company deems important to shareholders but not covered by other items.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, and exhibit attachments filed with this report.

Key Figures

New notes principal: $300,000,000 Coupon rate new notes: 4.950% Maturity of new notes: 2029 +4 more

7 metrics

New notes principal $300,000,000 Aggregate principal amount of 4.950% notes due 2029

Coupon rate new notes 4.950% Interest rate on notes due 2029

Maturity of new notes 2029 Stated maturity year of new notes

Existing notes coupon 4.650% Interest rate on notes due September 9, 2026 targeted for repayment

Existing notes maturity date September 9, 2026 Maturity date of 4.650% notes to be repaid

Registration number 333-281921 Form S-3 registration statement for the notes

Expected closing date August 17, 2026 Anticipated closing of the notes offering

Key Terms

Underwriting Agreement, aggregate principal amount, Registration Statement on Form S-3, net proceeds, +1 more

5 terms

Underwriting Agreement financial

"entered into an Underwriting Agreement with J.P. Morgan Securities LLC"

An underwriting agreement is a contract where a company selling new stocks or bonds hires financial firms to buy those securities and resell them to investors. It matters because the agreement sets the offering price, number of securities, fees and which party bears the risk if sales fall short—think of it as a promise that the sale will happen and a roadmap investors can use to understand how the new securities reach the market.

aggregate principal amount financial

"for the issuance and sale by Illumina of $300,000,000 aggregate principal amount"

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.

Registration Statement on Form S-3 regulatory

"will be issued and sold pursuant to a Registration Statement on Form S-3"

A registration statement on Form S‑3 is a short, standardized filing a qualified public company uses to register new securities with regulators so they can be sold to investors; think of it as a pre-approved, reusable permission slip that speeds up future offerings. It matters to investors because it lets the company raise money more quickly and cheaply — which can fund growth or pay debt — but may also lead to share dilution or change in ownership, so it affects value and liquidity.

net proceeds financial

"Illumina expects to use the net proceeds from the offering, together with cash on hand"

The amount of money a company actually keeps from a sale or fundraising after paying all direct costs and fees, similar to take-home pay after taxes and deductions. Investors care because net proceeds determine how much cash is available for things that affect value—paying debt, funding projects, buying assets, or returning money to shareholders—so it influences future growth potential and financial health.

Inline XBRL technical

"Cover Page Interactive Data File (embedded within the Inline XBRL document)"

Inline XBRL is a file format for financial filings that embeds machine-readable data tags directly inside the human-readable report, so the same document can be read by people and parsed by software. For investors it makes extracting, comparing and verifying financial numbers faster and more reliable—like a grocery list where each item also has a barcode—reducing manual errors and speeding up analysis.

FAQ

What new debt is Illumina (ILMN) issuing in this 8-K?

Illumina is issuing $300,000,000 aggregate principal amount of 4.950% notes due 2029 under an underwriting agreement with J.P. Morgan Securities LLC and Citigroup Global Markets Inc., acting as representatives of the underwriters.

How does Illumina (ILMN) plan to use the proceeds from the 4.950% notes?

Illumina expects to use the net proceeds from the 4.950% notes, together with cash on hand, to repay its 4.650% notes due September 9, 2026, effectively refinancing upcoming debt maturity.

When is the closing of Illumina’s (ILMN) new notes offering expected?

The offering of Illumina’s 4.950% notes due 2029 is expected to close on August 17, 2026, subject to customary closing conditions typically associated with underwritten debt offerings.

Under what registration statement are Illumina’s (ILMN) new notes being issued?

The 4.950% notes due 2029 will be issued and sold pursuant to Illumina’s Registration Statement on Form S-3 (Registration No. 333-281921) filed under the Securities Act of 1933, as amended.

Which firms are underwriting Illumina’s (ILMN) 4.950% notes due 2029?

The underwriting syndicate is led by J.P. Morgan Securities LLC and Citigroup Global Markets Inc., acting as representatives of the several underwriters named in the Underwriting Agreement dated August 10, 2026.

What existing Illumina (ILMN) debt is targeted for repayment with this offering?

Illumina expects to use proceeds from the new $300,000,000 4.950% notes due 2029 to repay its outstanding 4.650% notes due September 9, 2026, alongside using cash on hand.

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

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Understanding 8-K Material Events →

Available on EDGAR 08/12/2026 - 08:00 AM Accepted by SEC EDGAR 08/12/2026 - 08:00 AM

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): August 10, 2026

LOGO

Illumina, Inc.

(Exact name of registrant as specified in its charter)

001-35406

(Commission File Number)

Delaware

33-0804655

(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 class

Trading

Symbol(s)

Name of each exchange

on which registered

Common Stock, $0.01 par value

ILMN

The Nasdaq Stock Market LLC

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 8.01.

Other Events.

On August 10, 2026, Illumina, Inc. (“Illumina”) entered into an Underwriting Agreement (the “Underwriting Agreement”) with J.P. Morgan Securities LLC and Citigroup Global Markets Inc., as representatives of the several underwriters named therein, for the issuance and sale by Illumina of $300,000,000 aggregate principal amount of its 4.950% notes due 2029 (the “Notes”).

The offering is expected to close on August 17, 2026, subject to customary closing conditions.

Illumina expects to use the net proceeds from the offering, together with cash on hand, to repay its 4.650% notes due September 9, 2026.

The Notes will be issued and sold pursuant to a Registration Statement on Form S-3 (Registration No. 333-281921) under the Securities Act of 1933, as amended, that Illumina filed with the Securities and Exchange Commission (the “SEC”) on September 4, 2024. Illumina is filing the Underwriting Agreement as part of this Current Report on Form 8-K for purposes of such Registration Statement. The description of the Underwriting Agreement set forth above is qualified by reference to the Underwriting Agreement filed as Exhibit 1.1 to this Current Report on Form 8-K and incorporated herein by reference.

Item 9.01.

Exhibits.


Exhibit Number		Description of Exhibit

1.1		Underwriting Agreement, dated August 10, 2026 between Illumina and J.P. Morgan Securities LLC and Citigroup Global Markets Inc., as representatives of the several underwriters named therein

104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURE

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.

Date: August 12, 2026


ILLUMINA, INC.,

By	/s/ Ankur Dhingra
	Name:	Ankur Dhingra
	Title:	Chief Financial Officer

Source: View Original Filing on SEC EDGAR

Filing Exhibits & Attachments

4 documents