[8-K] ILLUMINA, INC. Reports Material Event
Illumina, Inc. entered an underwriting agreement to issue and sell $500,000,000 aggregate principal amount of 4.750% notes due 2030. The offering is expected to close on November 25, 2025, subject to customary closing conditions.
Illumina expects to use the net proceeds for general corporate purposes, which may include repayment of its 5.800% notes due December 12, 2025 and completing the proposed acquisition of SomaLogic, Inc., including related fees and expenses. The notes will be issued off Illumina’s Form S‑3 shelf (No. 333-281921).
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Insights
$500M 4.750% 2030 notes to refinance 2025 debt and fund M&A.
Illumina plans to raise
Declared uses include general corporate purposes, with optional repayment of
If applied to the 2025 maturity, the raise would term out near-term obligations; if directed to M&A, it supports the proposed deal. Specific sizing between these uses is not disclosed in the excerpt.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form
Current Report
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| Item 8.01. | Other Events. |
On November 10, 2025, Illumina, Inc. (“Illumina”) entered into an Underwriting Agreement (the “Underwriting Agreement”) with Goldman Sachs & Co. LLC and BofA Securities, Inc., as representatives of the several underwriters named therein, for the issuance and sale by Illumina of $500,000,000 aggregate principal amount of its 4.750% notes due 2030 (the “Notes”).
The offering is expected to close on November 25, 2025, subject to customary closing conditions.
Illumina expects to use the net proceeds from the offering for general corporate purposes, which may include repayment of its 5.800% notes due December 12, 2025 and the completion of the proposed acquisition of SomaLogic, Inc. and the payment of any fees and expenses related thereto.
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 November 10, 2025 between Illumina and Goldman Sachs & Co. LLC and BofA Securities, 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: November 12, 2025
| ILLUMINA, INC., | ||||
| By | /s/ Ankur Dhingra | |||
| Name: Ankur Dhingra Title: Chief Financial Officer | ||||
