[8-K] ILLUMINA, INC. Reports Material Event
Rhea-AI Filing Summary
Illumina, Inc. (ILMN) completed a public debt offering of $500,000,000 aggregate principal amount of 4.750% notes due 2030. These Notes pay interest semi-annually and mature on December 12, 2030.
Illumina expects to use the net proceeds for general corporate purposes, which may include repaying its 5.800% notes due December 12, 2025, of which $500 million was outstanding as of September 28, 2025, and helping fund the proposed acquisition of SomaLogic, Inc., along with related fees and expenses.
The Notes were issued under an existing Indenture with U.S. Bank Trust Company, National Association, and include customary terms such as Events of Default and the company’s ability to redeem the Notes in whole or in part at specified redemption prices.
Positive
- None.
Negative
- None.
Insights
Illumina raises $500M in 4.750% 2030 notes, likely refinancing 2025 debt and supporting an acquisition.
Illumina has issued
The company expects to use proceeds for general corporate purposes, which may include repaying its 5.800% notes due
The Notes carry standard protections, including Events of Default that can make principal immediately due and the company’s option to redeem them at specified prices and terms. Subsequent disclosures around the actual allocation of proceeds between debt repayment and the SomaLogic transaction will help clarify the balance between liability management and growth investment.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form
Current Report
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
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| Item 8.01. | Other Events. |
On November 25, 2025, Illumina, Inc. (“Illumina” or the “Company”) completed a public offering of $500,000,000 aggregate principal amount of its 4.750% notes due 2030 (the “Notes”).
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, of which $500 million aggregate principal amount was outstanding as of September 28, 2025, and the completion of the proposed acquisition of SomaLogic, Inc. and the payment of any fees and expenses related thereto.
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 4.750% per annum, payable semi-annually, and will mature on December 12, 2030.
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 form of 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 November 25, 2025, 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: November 25, 2025
| ILLUMINA, INC., | ||
| By | /s/ Ankur Dhingra | |
| Name: | Ankur Dhingra | |
| Title: | Chief Financial Officer | |
FAQ
What type of financing did Illumina (ILMN) announce in this 8-K?
What is the interest rate and maturity of Illuminas new notes?
How does Illumina plan to use the $500 million note proceeds?
How much of Illuminas 5.800% 2025 notes are currently outstanding?
Can Illumina redeem the 4.750% notes due 2030 before maturity?
What happens if there is an Event of Default on Illuminas new notes?
Under what registration statement were Illuminas 4.750% notes issued?
