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Illumina (NASDAQ: ILMN) raises new debt to refinance 2026 notes

Filing Impact
(High)
Filing Sentiment
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

Illumina, Inc. reported completion of a public debt offering of $300,000,000 aggregate principal amount of 4.950% notes due 2029. The notes were issued under an existing Indenture with U.S. Bank Trust Company, National Association, and were registered on a Form S-3 shelf registration.

Illumina expects to use the net proceeds from this offering, together with cash on hand, to repay its 4.650% notes due September 9, 2026, of which $500 million aggregate principal amount was outstanding as of June 28, 2026. The new notes accrue interest at 4.950% per annum, payable semi-annually, and mature on September 19, 2029. The company may redeem the notes, in whole or in part, at specified redemption prices and on terms set forth in the note documentation, and the notes may be accelerated upon an Event of Default as defined in the Indenture.

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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.
New notes issued $300,000,000 aggregate principal amount 4.950% notes due 2029 completed on August 17, 2026
Interest rate on new notes 4.950% per annum Fixed rate on notes maturing September 19, 2029
Maturity date of new notes September 19, 2029 Stated maturity of 4.950% notes
Existing notes to be repaid $500 million aggregate principal amount 4.650% notes due September 9, 2026 outstanding as of June 28, 2026
Interest rate on existing notes 4.650% Coupon on notes due September 9, 2026
aggregate principal amount financial
"completed a public offering of $300,000,000 aggregate principal amount of its 4.950% notes"
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.
Indenture financial
"The Notes were issued pursuant to an Indenture dated March 12, 2021"
An indenture is a legal agreement between a company that borrows money by issuing bonds and the people who buy those bonds. It explains the rules the company must follow, like paying back the money and keeping certain financial promises. This document helps both sides understand their rights and responsibilities.
Event of Default financial
"Upon occurrence of an Event of Default (as defined in the Indenture)"
An event of default is a specific breach of a loan or bond agreement—such as missed payments or breaking agreed rules—that gives lenders the legal right to act, for example by demanding immediate repayment, seizing collateral, or accelerating other obligations. For investors, it’s a red flag because it can sharply reduce a company’s ability to operate or raise money, like a car lender repossessing a vehicle after missed payments, and often leads to falling share or bond prices.
Registration Statement on Form S-3 regulatory
"The offering of the Notes was registered on 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.
officer’s certificate regulatory
"an officer’s certificate establishing the terms of the Notes"

FAQ

What new notes did Illumina (ILMN) issue in August 2026?
Illumina issued $300,000,000 aggregate principal amount of 4.950% notes due 2029 on August 17, 2026. These notes bear semi-annual interest and mature on September 19, 2029 under an existing Indenture with U.S. Bank Trust Company.

How does Illumina (ILMN) plan to use the proceeds from the $300 million notes?
Illumina expects to use the net proceeds from the $300 million notes, together with cash on hand, to repay its 4.650% notes due September 9, 2026, of which $500 million was outstanding as of June 28, 2026.

What is the interest rate and maturity date of Illumina’s new 2029 notes (ILMN)?
The new Illumina notes carry a fixed interest rate of 4.950% per annum and will mature on September 19, 2029. Interest is payable semi-annually as specified in the notes and related officer’s certificate.

Which existing Illumina (ILMN) debt is targeted for repayment using the new notes?
Illumina expects to use proceeds from the 4.950% 2029 notes to help repay its 4.650% notes due September 9, 2026, with $500 million aggregate principal amount of those 2026 notes outstanding as of June 28, 2026.

Can Illumina (ILMN) redeem the new 4.950% 2029 notes early?
Illumina may, at its election, redeem the notes in whole or in part from time to time. Any redemption must follow the redemption prices and other terms and conditions set forth in the notes and related documentation.

What happens if there is an Event of Default on Illumina’s new notes (ILMN)?
Upon an Event of Default with respect to the notes, the principal amount may be declared, and/or become, due and payable immediately. The specific Events of Default are defined in the governing Indenture.

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Understanding 8-K Material Events →
false 0001110803 0001110803 2026-08-17 2026-08-17
 
 

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 17, 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 17, 2026, Illumina, Inc. (“Illumina” or the “Company”) completed a public offering of $300,000,000 aggregate principal amount of its 4.950% notes due 2029 (the “Notes”).

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, of which $500 million aggregate principal amount was outstanding as of June 28, 2026.

The Notes were issued pursuant to an Indenture (the “Indenture”), dated March 12, 2021, between the Company and U.S. Bank Trust Company, National Association, as successor in interest to U.S. Bank National Association, as trustee, and an officer’s certificate establishing the terms of the Notes (which includes the form of Notes as an exhibit). The offering of the Notes was registered on a Registration Statement on Form S-3 (File No. 333-281921). The Notes will accrue interest at a rate of 4.950% per annum, payable semi-annually, and will mature on September 19, 2029.

Upon occurrence of an Event of Default (as defined in the Indenture) with respect to the Notes, the principal amount of the Notes may be declared, and/or become, due and payable immediately. The Company may, at its election, redeem the Notes, in whole or in part, from time to time at the redemption prices and on the terms and conditions set forth in the Notes.

The above description of the Notes is qualified in its entirety by reference to the Indenture, the officer’s certificate and the form of the Notes filed as exhibits hereto, which exhibits are incorporated by reference herein.

 

Item 9.01.

Exhibits.

 

Exhibit
Number		    Description of Exhibit
 4.1*    Indenture, dated March 12, 2021, between the Company and U.S. Bank Trust Company, National Association, as successor in interest to U.S. Bank National Association, as trustee.
 4.2    Officer’s Certificate, dated August 17, 2026, setting forth the terms and form of the Notes.
 4.3    Form of Note (included in Exhibit 4.2).
 5.1    Opinion of Cravath, Swaine & Moore LLP.
23.1    Consent of Cravath, Swaine & Moore LLP (included in Exhibit 5.1).
104    Cover Page Interactive Data File (embedded within the Inline XBRL document)

 

*

Incorporated by reference to Exhibit 4.6 of the Company’s Registration Statement on Form S-3 (File No. 333-281921), filed with the Securities and Exchange Commission (“SEC”) on September 4, 2024.

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 17, 2026

 

ILLUMINA, INC.,
By  

/s/ Ankur Dhingra

  Name:   Ankur Dhingra
  Title:   Chief Financial Officer

Source: View Original Filing on SEC EDGAR

Filing Exhibits & Attachments

5 documents

Other Documents