UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form
Current Report
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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 | |