ILMN 8-K Current Reports

Material AgreementsFinancial EventsExhibits & Filings

Illumina 8-K Report, Financial Results (Oct 29, 2026)

Illumina, Inc. reported third quarter 2026 results for the quarter ended September 27, 2026, in a press release furnished as Exhibit 99.1 to this Form 8-K. Reported revenue was $1.13 billion, up 4.2% from Q3 2025, and revenue excluding tariff refunds was $1.17 billion, up 4.7% on the company's ROW1 organic revenue growth basis. GAAP operating margin was 27.0% and GAAP diluted EPS was $1.43, compared with 21.0% and $0.98 in the prior-year quarter. Non-GAAP operating margin excluding tariff refunds was 25.0%, and non-GAAP diluted EPS excluding tariff refunds was $1.44. The results include an IEEPA tariff refund benefit of $79 million recognized as a reduction to cost of revenue, partly offset by a $37 million reduction to revenue for the portion expected to be credited to customers. Management raised full-year 2026 guidance, excluding tariff refunds. Total revenue is now expected at $4.64-$4.66 billion, up from $4.60-$4.64 billion, and non-GAAP diluted EPS is now expected at $5.40-$5.45, up from $5.30-$5.40. Non-GAAP operating margin guidance moved to 23.6% from a prior range of 23.4%-23.6%. Organic revenue growth guidance of greater than 4% and ROW organic revenue growth guidance of greater than 5% were unchanged. CEO Jacob Thaysen attributed the quarter's results above guidance to healthy clinical demand and robust NovaSeq X placements. Cash flow from operations was $419 million for the quarter, compared with $284 million a year earlier, and free cash flow was $378 million, compared with $253 million. The company held $1.34 billion in cash, cash equivalents and short-term investments at quarter end. Total term debt on the balance sheet was $1.79 billion (non-current) at September 27, 2026, with no current portion, versus $1.49 billion non-current and $499 million current at fiscal year-end 2025.

Oct 29, 2026 8-K

Illumina 8-K Report, Material Agreement (Oct 13, 2026)

On October 8, 2026, Illumina, Inc. entered into definitive documentation to establish an unsecured commercial paper program (the "CP Program") under which the company may issue short-term, unsecured commercial paper notes under the Section 4(a)(2) private placement exemption. Aggregate principal of CP Notes outstanding at any time may not exceed $1.0 billion, and amounts may be borrowed, repaid and re-borrowed. Net proceeds are expected to fund general corporate purposes, and as of the filing date no CP Notes were outstanding. The CP Notes may have maturities of up to 397 days from issue and will be sold in the commercial paper market at a discount from par or issued at par with fixed or floating interest rates. Three commercial paper dealers will initially act under the program, with a national bank serving as issuing and paying agent. The filing describes the dealer agreements as substantially identical in all material respects apart from the parties and notice provisions, and notes that dealers and their affiliates have provided and may continue to provide commercial banking, investment banking and other financial advisory services to the company for customary fees. The filing also incorporates the program's terms under Item 2.03 as a direct financial obligation. The form of dealer agreement is filed as Exhibit 10.1, and the filing states that the CP Notes have not been and will not be registered under the Securities Act or state securities laws.

Oct 13, 2026 8-K

Material AgreementsFinancial EventsExhibits & Filings

Illumina 8-K Report, Corporate Update (Aug 17, 2026)

On August 17, 2026, Illumina, Inc. (ILMN) completed a public offering of $300,000,000 aggregate principal amount of its 4.950% notes due 2029 (the "Notes"). The Notes accrue interest at 4.950% per annum, payable semi-annually, and mature on September 19, 2029. The Notes were issued under an Indenture dated March 12, 2021 with U.S. Bank Trust Company, National Association, as trustee, together with an officer's certificate establishing their terms, and were registered on Form S-3 (File No. 333-281921). Illumina expects to use the net proceeds, 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 refinancing therefore replaces maturing debt with new notes carrying a longer maturity, with the new issuance of $300 million being less than the $500 million outstanding on the notes being repaid, so the balance must come from cash on hand. The filing also states that upon an Event of Default under the Indenture, the principal of the Notes may be declared due and payable immediately, and that the Company may redeem the Notes in whole or in part from time to time at the redemption prices and on the terms set forth in the Notes. The filing is an Item 8.01 disclosure, and the full description is qualified by the Indenture, officer's certificate, and form of Notes filed as exhibits.

Aug 17, 2026 8-K

Illumina 8-K Report, Material Agreement (Aug 13, 2026)

Illumina, Inc. (ILMN) entered into a new credit agreement dated August 13, 2026, with Bank of America, N.A. as administrative agent, issuing bank and swingline lender, alongside other lenders and issuing banks. The agreement provides a $1,000 million senior unsecured five-year revolving credit facility, with a $50 million sublimit for swingline borrowings and a $75 million sublimit for letters of credit. Loans bear variable interest based on either the term secured overnight financing rate or the alternate base rate, plus an applicable rate tied to the Company's debt rating. The Company may request an increase in commitments or add term loans of up to $500 million, subject to lender consent and other conditions. The facility is intended to finance working capital needs and for general corporate or other lawful purposes of Illumina and its subsidiaries. It includes a maximum total leverage ratio financial covenant and operating covenants limiting subsidiary indebtedness, liens, and certain fundamental changes and asset dispositions. The facility matures on August 13, 2031, subject to three one-year extensions at the Company's option, lender consent and other conditions. Borrowings may be prepaid and commitments terminated at any time without premium or penalty. As of the date of the report, no borrowings were outstanding. The new commitments replace in their entirety the commitments under the Credit Agreement dated January 4, 2023 (the Existing Credit Agreement), which was terminated as of August 13, 2026. The filing also reports the termination under Item 1.02 and the financial obligation under Item 2.03 by reference to Item 1.01. The full agreement is filed as Exhibit 10.1.

Aug 13, 2026 8-K

Illumina 8-K Report, Corporate Update (Aug 12, 2026)

On August 10, 2026, Illumina, Inc. (ILMN) entered into an Underwriting Agreement with J.P. Morgan Securities LLC and Citigroup Global Markets Inc., as representatives of the several underwriters, for the issuance and sale of $300,000,000 aggregate principal amount of its 4.950% notes due 2029. 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 are being issued under a Registration Statement on Form S-3 (Registration No. 333-281921) filed with the SEC on September 4, 2024, and the Underwriting Agreement is filed as Exhibit 1.1 to this report. For investors, the filing is a debt refinancing event: a new $300 million issuance at a 4.950% coupon and maturity in 2029 is being used to retire an existing note maturing in September 2026. The filing does not disclose any change to Illumina's operations, results, or guidance.

Aug 12, 2026 8-K

Illumina 8-K Report, Corporate Update (Aug 7, 2026)

Illumina, Inc. filed this Form 8-K on August 7, 2026, under Item 8.01 (Other Events) to disclose the proposed settlement and dismissal of the Icahn Partners LP, et al. v. Francis DeSouza, et al. litigation (C.A. No. 2023-1045-PAF) in the Delaware Court of Chancery. The action, brought by Icahn Partners LP, Icahn Partners Master Fund LP, and Matsumura Fishworks LLC, challenged the board's handling of Illumina's reacquisition of GRAIL, Inc. for approximately $8 billion, including the decision to close the acquisition and the disclosures in the 2023 proxy filings. Under the Release Agreement, the parties exchanged mutual releases with no payment by any party, and the action will be dismissed with prejudice as to the plaintiffs only, without prejudice to other Illumina stockholders. The defendants and the company continue to deny all claims and any wrongdoing, and agreed to settle solely to avoid the burden, expense and uncertainty of further litigation. Illumina is named as a Nominal Defendant. The filing attaches a Notice to stockholders (Exhibit 99.1) announcing a Court of Chancery dismissal hearing before Vice Chancellor Paul A. Fioravanti on November 2, 2026, at 1:30 p.m. ET, where the Court will decide whether to approve the dismissal. Written objections must be filed and served by October 19, 2026. The three related derivative actions (City of Omaha, City of Roseville, and Pavers & Road Builders) are not affected by this dismissal and remain pending, with a motion to dismiss currently pending in those actions.

Aug 7, 2026 8-K

Shareholder MattersExhibits & Filings

Illumina 8-K Report, Financial Results (Jul 30, 2026)

Illumina, Inc. (Nasdaq: ILMN) filed an 8-K on July 30, 2026 furnishing a press release announcing financial results for the second quarter ended June 28, 2026. Q2 2026 revenue was $1.16 billion, up 9.5% from Q2 2025, with ROW organic revenue growth of 8.1% excluding the impacts of currency, acquisitions, and China. GAAP operating margin was 21.1% and non-GAAP operating margin was 22.5%. GAAP diluted EPS was $1.35 versus $1.49 in the prior-year quarter, while non-GAAP diluted EPS was $1.31 versus $1.19. Management attributed the results to clinical customers expanding sequencing-intensive applications and ongoing demand for NovaSeq X. The company raised its fiscal 2026 guidance. Total revenue is now expected at $4.60-$4.64 billion, up from $4.52-$4.62 billion. ROW organic revenue growth is now expected to exceed 5%, versus prior guidance of 2%-4%. Non-GAAP diluted EPS guidance rose to $5.30-$5.40 from $5.15-$5.30. The non-GAAP operating margin guidance of 23.4%-23.6% was unchanged. Cash flow was softer in the quarter. Operating cash flow was $201 million versus $234 million a year earlier, and free cash flow was $162 million versus $204 million. The company held $1.17 billion in cash, cash equivalents and short-term investments at quarter end. Balance sheet items show goodwill rising to $1,284 million from $1,113 million at year-end 2025, and intangible assets rising to $410 million from $210 million.

Jul 30, 2026 8-K

Leadership Changes

Illumina 8-K Report, Executive Changes (Jun 23, 2026)

Illumina, Inc. (NASDAQ: ILMN) filed this Current Report on Form 8-K on June 23, 2026 to report the appointment of a new director. On June 16, 2026, the Board of Directors increased its size from nine to ten members and appointed Daniel M. Skovronsky, M.D., Ph.D., effective immediately. Dr. Skovronsky will stand for election at the Company's 2027 annual meeting of stockholders for a one-year term commencing with that meeting. The Board determined he is independent under Nasdaq and SEC rules, and the filing states there is no arrangement or understanding under which he was selected and no reportable related-person transaction under Item 404(a) of Regulation S-K. He will participate in the non-employee director compensation program described in the proxy statement filed on April 9, 2026. The filing attaches a press release dated June 23, 2026, which states that Dr. Skovronsky currently serves as Chief Scientific and Product Officer of Eli Lilly and Company and President of Lilly Research Laboratories. The release says he previously served on the Board of Directors of Myriad Genetics, Inc. and that his experience in drug discovery, clinical development and translational medicine is relevant to Illumina's genomics and multiomics work. Chief Executive Officer Jacob Thaysen is quoted welcoming him to the Board. The filing contains no financial results, financial statements, or quantitative disclosures. Its significance is governance-related, expanding the Board's size and adding a director with pharmaceutical R&D leadership experience.

Jun 23, 2026 8-K

Illumina 8-K Report, Shareholder Vote Results (May 26, 2026)

Illumina, Inc. held its 2026 annual meeting of stockholders on May 21, 2026, with a quorum present. Holders of 141,044,031 votes, or 92.85% of the 151,906,915 votes underlying outstanding common stock as of the March 26, 2026 record date, were represented in person or by proxy. The Inspector of Election certified the final results on May 22, 2026. Stockholders elected all nine director nominees for one-year terms expiring at the 2027 annual meeting: Caroline Dorsa, Scott Gottlieb, David King, Keith Meister, Anna Richo, Philip Schiller, Susan Siegel, Jacob Thaysen and Scott Ullem. Stockholders also ratified Ernst & Young LLP as the independent registered public accounting firm for the fiscal year ending January 3, 2027, and approved, on an advisory basis, the compensation paid to the named executive officers. The filing reports no contested outcomes. Anna Richo received the largest number of against votes among the director nominees, at 8,419,738. The say-on-pay proposal received 121,746,792 votes for and 8,464,596 against, with 404,097 abstentions and 10,428,546 broker non-votes. The filing also includes the cover page Interactive Data File (Exhibit 104).

May 26, 2026 8-K

Earnings & ResultsOther EventsExhibits & Filings

Illumina 8-K Report, Financial Results (Apr 30, 2026)

Illumina, Inc. (Nasdaq: ILMN) reported first-quarter 2026 results for the quarter ended March 29, 2026, per an 8-K filed April 30, 2026 that furnishes a press release as Exhibit 99.1. Revenue was $1.09 billion, up 4.8% from $1.04 billion in Q1 2025, with ROW organic revenue growth of 3.5%. GAAP operating margin was 19.2% and non-GAAP operating margin was 21.9%. GAAP diluted EPS was $0.87 and non-GAAP diluted EPS was $1.15, compared with $0.82 and $0.97 a year earlier. Net income was $134 million, and free cash flow was $251 million, up from $208 million. Management raised fiscal 2026 guidance. Total revenue is now expected at $4.52-$4.62 billion, a $20 million increase at the midpoint, while reported revenue growth of 4%-6% and ROW organic growth of 2%-4% are unchanged. Non-GAAP operating margin guidance moved to 23.4%-23.6% from 23.3%-23.5%, and non-GAAP diluted EPS guidance moved to $5.15-$5.30 from $5.05-$5.20. The CEO attributed demand to NovaSeq X adoption by clinical customers expanding into new application areas. Separately, the Board authorized on April 28, 2026 a new share repurchase program of up to $1.5 billion, in addition to the August 2024 program under which approximately $314 million of capacity remained as of April 29, 2026. Cash, cash equivalents and short-term investments totaled $1.16 billion at quarter end, and total term debt was $1.99 billion ($499 million current plus $1.49 billion long-term).

Apr 30, 2026 8-K

Illumina 8-K Report, Executive Changes (Apr 2, 2026)

Illumina, Inc. (NASDAQ: ILMN) disclosed in an 8-K filed April 2, 2026 that three directors, Drs. Frances Arnold, Robert S. Epstein and Gary S. Guthart, notified the Board of their intention to retire as directors, effective May 21, 2026, the date of the Company's 2026 annual meeting of stockholders. The filing states that the retirements are not the result of any dispute or disagreement with the Company or the Board on any matter relating to its operations, policies or practices. In a related press release furnished as Exhibit 99.1, the Company announced that the Board has nominated David P. King for election as a director at the 2026 annual meeting. The release describes Mr. King as the former Executive Chairman and CEO of Laboratory Corporation of America Holdings, a current director and chair of Privia Health and AmSurg Corporation, and a director of Smith & Nephew, with prior board positions at ZimVie and VaxCare. Board Chair Scott Gottlieb, MD, credited the departing directors with helping steer the company through a period of transformation. The filing is a governance update. It contains no financial results, guidance or quantitative metrics. The Item 7.01 disclosure, including Exhibit 99.1, is furnished rather than filed for purposes of Section 18 of the Exchange Act.

Apr 2, 2026 8-K

Acquisitions & DispositionsOther EventsExhibits & Filings

Illumina 8-K Report, Financial Results (Feb 5, 2026)

Illumina, Inc. reported fourth-quarter 2025 revenue of $1.16 billion, up 5% from the prior-year quarter (up 4% on a constant currency basis), with ex-China revenue of $1.10 billion, up 8%. GAAP diluted EPS was $2.16 and non-GAAP diluted EPS was $1.35. GAAP operating margin was 17.4% and non-GAAP operating margin was 23.7%. Q4 cash flow provided by operations was $321 million and free cash flow was $267 million. The company ended the quarter with $1.63 billion in cash, cash equivalents and short-term investments. For fiscal year 2025, revenue was $4.34 billion, flat compared with 2024 on both a reported and constant currency basis. Ex-China revenue was $4.10 billion, up 2%. GAAP diluted EPS was $5.45 and non-GAAP diluted EPS was $4.84, with free cash flow of $931 million. Management attributed the return to growth to disciplined execution, citing momentum in clinical markets during the second half of the year. For fiscal 2026, Illumina guided to total company revenue of $4.5 billion to $4.6 billion, representing reported growth of 4% to 6%, including a 1.5% to 2.0% benefit from the recently closed SomaLogic acquisition. Ex-China organic revenue growth is expected to be 2% to 4%. Non-GAAP operating margin is guided to 23.3% to 23.5%, including a negative 100 basis point impact from SomaLogic, and non-GAAP diluted EPS is guided to $5.05 to $5.20, including $0.18 of dilution from SomaLogic. This Form 8-K furnishes the earnings press release under Item 2.02 and is not deemed filed for purposes of Section 18 of the Exchange Act.

Feb 5, 2026 8-K

Illumina 8-K Report, Acquisition Completed (Jan 30, 2026)

On January 30, 2026, Illumina, Inc. (NASDAQ: ILMN) completed its acquisition of SomaLogic and related assets from Standard BioTools Inc. under a Stock Purchase Agreement dated June 22, 2025. The Business acquired is Standard BioTools' aptamer-based and functional proteomics business, including KREX, Single SOMAmer, translational and diagnostic assays, and excludes its mass cytometry and microfluidics businesses. The company paid a purchase price of $350,000,000 in cash, subject to customary adjustments, and the release states the deal was funded with cash on hand. The agreement also provides for royalty streams tied to revenues from certain products and services, plus up to $75,000,000 in potential milestone payments to Standard BioTools. The company's press release describes the transaction as expanding its multiomics portfolio and its presence in the proteomics market, and says Illumina will discuss the financial implications of the transaction on its earnings call scheduled for February 5, 2026. The filing includes standard forward-looking statement cautions, citing risks such as integration of the Business, customer uptake of new products, manufacturing and reliance on third-party suppliers. The Purchase Agreement's representations and warranties are qualified and are not intended as statements of fact for investors.

Jan 30, 2026 8-K

Illumina 8-K Report, Financial Results (Jan 13, 2026)

Illumina, Inc. (Nasdaq: ILMN) filed this Form 8-K on January 13, 2026 under Item 2.02 (Results of Operations and Financial Condition) to furnish a press release with unaudited preliminary financial results for the fourth quarter and fiscal year ended December 28, 2025. The results were issued ahead of a presentation at the 44th Annual J.P. Morgan Healthcare Conference. The company states that these results are preliminary, remain subject to the completion of accounting and annual audit procedures, and may be adjusted. Full fourth quarter and fiscal 2025 results are expected after the market close on February 5, 2026. For the fourth quarter of 2025, the company reported preliminary revenue of approximately $1.155 billion, up 5% from the prior-year quarter (up 4% on a constant currency basis), and ex-China revenue of approximately $1.100 billion, up 7%. Preliminary GAAP diluted EPS was $2.14 to $2.17, and non-GAAP diluted EPS was $1.27 to $1.30. A large strategic investment gain, net of $(1.24) per share, is a major reconciling item between GAAP and non-GAAP EPS for the quarter. For fiscal year 2025, preliminary revenue was approximately $4.34 billion, flat compared with 2024 on both reported and constant currency bases. Ex-China revenue was approximately $4.10 billion, up 2%. Preliminary GAAP diluted EPS was $5.42 to $5.45, and non-GAAP diluted EPS was $4.76 to $4.79. The filing also references the pending acquisition of SomaLogic from Standard BioTools Inc., which remains subject to regulatory approvals, and the company's inclusion on China's "unreliable entities list."

Jan 13, 2026 8-K

Illumina 8-K Report, Executive Changes (Jan 8, 2026)

Illumina, Inc. (NASDAQ: ILMN) filed a Current Report on Form 8-K on January 8, 2026, to disclose management changes. Chief Commercial Officer Everett Cunningham notified the company on January 4, 2026, that he will resign effective January 16, 2026. The company stated that Cunningham has been appointed CEO of a life science tools company. In the accompanying press release (Exhibit 99.1), Illumina announced the appointment of Eric D. Green, M.D., Ph.D., as Chief Medical Officer, effective February 2, 2026. Dr. Green will report to the CEO and join the Executive Leadership Team. The release notes that he served as NHGRI Director from 2009 to 2025 after more than three decades at the National Human Genome Research Institute. CEO Jacob Thaysen will serve as interim Chief Commercial Officer until a permanent successor is named. The filing also notes that Thaysen will speak at the J.P. Morgan Healthcare Conference on Tuesday, January 13, 2026, at 7:30 AM Pacific Time. The filing does not include financial results or quantitative guidance.

Jan 8, 2026 8-K

Illumina 8-K Report, Corporate Update (Nov 25, 2025)

Illumina, Inc. (ILMN) disclosed in a Form 8-K filed November 25, 2025 that it completed a public offering of $500,000,000 aggregate principal amount of its 4.750% notes due 2030 (the "Notes"). The Notes accrue interest at 4.750% per annum, payable semi-annually, and mature on December 12, 2030. The offering was registered under a Form S-3 Registration Statement (File No. 333-281921). 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 aggregate principal amount was outstanding as of September 28, 2025, and completing the proposed acquisition of SomaLogic, Inc., along with paying related fees and expenses. The Notes were issued under an Indenture dated March 12, 2021 with U.S. Bank Trust Company, National Association, as trustee, and an officer's certificate establishing their terms. The filing also describes standard terms: Event of Default acceleration provisions and the Company's right to redeem the Notes in whole or in part at the redemption prices and on the terms set forth in the Notes. The filing itself contains no additional financial results or guidance.

Nov 25, 2025 8-K

Illumina 8-K Report, Corporate Update (Nov 12, 2025)

On November 10, 2025, Illumina, Inc. entered into an Underwriting Agreement with Goldman Sachs & Co. LLC and BofA Securities, Inc., as representatives of the several underwriters, for the issuance and sale 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 for general corporate purposes, which may include repaying its 5.800% notes due December 12, 2025 and completing the proposed acquisition of SomaLogic, Inc., along with paying related fees and expenses. The Notes are being issued under a Registration Statement on Form S-3 (Registration No. 333-281921) filed with the SEC on September 4, 2024, and the Underwriting Agreement is filed as Exhibit 1.1 to this report for purposes of that registration statement. For investors, the filing's key information is the size and timing of the debt offering and its stated uses, particularly the link to the pending SomaLogic acquisition and the maturing December 2025 notes. The filing does not state the Notes' pricing terms beyond the coupon, nor does it describe the acquisition's terms.

Nov 12, 2025 8-K

Illumina 8-K Report, Financial Results (Oct 30, 2025)

Illumina, Inc. (ILMN) reported third-quarter 2025 results for the quarter ended September 28, 2025, with revenue of $1.08 billion, flat compared to Q3 2024 on both a reported and constant currency basis. GAAP operating margin was 21.0% and non-GAAP operating margin was 24.5%. GAAP diluted EPS was $0.98 and non-GAAP diluted EPS was $1.34. Cash provided by operations was $284 million and free cash flow was $253 million. The company repurchased 1.2 million shares for $120 million at an average price of $97.10 per share and held $1.28 billion in cash, cash equivalents and short-term investments at quarter end. CEO Jacob Thaysen said the results exceeded the high end of guidance for revenue and earnings, driven by revenue acceleration in clinical, the company's largest market segment, and that the company returned to growth excluding China during the quarter. The company raised its fiscal 2025 outlook. It now expects total company constant currency revenue decline of (1.5%) to (0.5%), up from (2.5%) to (1.5%). Non-GAAP operating margin is expected at 22.75% to 23%, up from 22% to 22.5%, and non-GAAP diluted EPS at $4.65 to $4.75, up from $4.45 to $4.55. Revenue growth outside China is expected at 0.5% to 1.5% on a constant currency basis, unchanged at the midpoint versus prior guidance. The filing also notes risks tied to the pending acquisition of SomaLogic, Inc. and certain other assets from Standard BioTools Inc., including regulatory approvals. It also cites uncertainty from Illumina's inclusion on China's "unreliable entities list" and China's decision not to permit export of sequencing instruments into China. The GAAP results for Q3 2024 included a $488 million legal contingency and settlement benefit, so year-over-year GAAP comparisons are affected by that item.

Oct 30, 2025 8-K

Material AgreementsOther EventsExhibits & Filings

Illumina 8-K Report, Financial Results (Jul 31, 2025)

Illumina, Inc. (Nasdaq: ILMN) furnished this Form 8-K under Item 2.02 to report financial results for the second quarter ended June 29, 2025. Q2 2025 revenue was $1.06 billion, down 3% from Q2 2024 on both a reported and constant currency basis. GAAP operating margin was 20.2% and non-GAAP operating margin was 23.8%. GAAP diluted EPS was $1.49 and non-GAAP diluted EPS was $1.19. Cash provided by operations was $234 million and free cash flow was $204 million for the quarter. Management raised its fiscal 2025 outlook. Expected total company constant currency revenue decline is now (2.5%) to (0.5%), up from (3%) to (1%) previously. Non-GAAP operating margin guidance is approximately 22% to 22.5%, up from 21.5% to 22.0%. Non-GAAP diluted EPS guidance is $4.45 to $4.55, up from the May range of $4.20 to $4.30, and includes a benefit of approximately 10 cents from recently passed legislation allowing U.S.-based R&D spend to be tax-deductible. CEO Jacob Thaysen attributed the results to the continued ramp of X consumables and accelerating growth in clinical, the company's largest customer segment, while noting a constrained funding environment in research. During the quarter Illumina repurchased about 4.5 million shares for $380 million, at an average price of $84.66 per share, and it had approximately $800 million of repurchase authorization remaining at quarter end. The company also entered into a definitive agreement to acquire SomaLogic from Standard BioTools, with closing expected in the first half of 2026, subject to regulatory approval.

Jul 31, 2025 8-K

Illumina 8-K Report, Material Agreement (Jun 23, 2025)

On June 22, 2025, Illumina, Inc. entered into a Stock Purchase Agreement with Standard BioTools Inc. to acquire SomaLogic, Inc., Sengenics Corporation LLC, and Sengenics Corporation Pte Ltd, along with Standard BioTools' aptamer-based and functional proteomics business (including KREX, Single SOMAmer, translational and diagnostic assays). The business excludes Standard BioTools' mass cytometry and microfluidics businesses. Illumina will pay $350,000,000 in cash at closing, subject to customary adjustments, plus royalty streams and up to $75,000,000 in potential milestone payments tied to revenues from certain products and services. The closing is subject to customary conditions, including expiration or termination of the Hart-Scott-Rodino waiting period, absence of enjoining orders, and absence of a material adverse effect with respect to the Group Companies or the Business. The agreement can be terminated if closing has not occurred by March 23, 2026, subject to three automatic three-month extensions for certain regulatory clearances. Illumina would owe Standard BioTools a $14,500,000 termination fee if the agreement is terminated under specified regulatory-clearance failure circumstances. Ancillary agreements include a transition services agreement and a license agreement under which Illumina grants Standard BioTools a non-transferable, non-sublicensable license to certain Illumina intellectual property. In the accompanying press release, Illumina states that SomaLogic brings an aptamer-based affinity proteomics platform into its portfolio, that the kitted NGS-based panels business will add a high-margin consumables revenue stream, and that the business is expected to become profitable in 2027 on a non-GAAP operating income basis. Illumina expects to close the transaction in the first half of 2026. The companies have partnered on proteomics co-development since December 2021, and Illumina Protein Prep will become available to all customers starting in the third quarter of 2025.

Jun 23, 2025 8-K

Leadership ChangesShareholder MattersExhibits & Filings

Illumina 8-K Report, Executive Changes (May 23, 2025)

Illumina, Inc. held its 2025 annual meeting of stockholders on May 21, 2025. Stockholders representing 140,167,332 shares of common stock voted on the proposals, and all four were approved: the election of eleven directors to serve until the 2026 annual meeting, ratification of Ernst & Young LLP as the independent registered public accounting firm for the fiscal year ending December 28, 2025, an advisory vote approving the compensation of named executive officers, and approval of the Second Amended and Restated 2015 Stock and Incentive Plan. The Board of Directors had previously approved the Second Amended and Restated 2015 Stock and Incentive Plan, subject to stockholder approval. The filing incorporates by reference the description of the plan's material terms in the proxy statement filed with the SEC on April 9, 2025, and attaches the full plan as Exhibit 10.1. Voting results show varying levels of support across proposals. Among director nominees, Jacob Thaysen received the fewest votes against (651,611), while Robert Epstein received the most (13,684,090 against). The advisory compensation proposal received 115,560,563 votes for, 11,450,964 against and 3,517,311 abstentions. Broker non-votes of 9,638,494 were recorded on the director election, compensation and plan proposals.

May 23, 2025 8-K

Illumina 8-K Report, Financial Results (May 8, 2025)

Illumina, Inc. reported first-quarter 2025 results for the quarter ended March 30, 2025, according to a press release furnished as Exhibit 99.1 to this Item 2.02 Form 8-K. Core Illumina revenue was $1.04 billion, down 1% from Q1 2024 (flat on a constant currency basis). GAAP operating margin was 15.8% and non-GAAP operating margin was 20.4%. GAAP diluted EPS was $0.82 and non-GAAP diluted EPS was $0.97. Cash provided by operations was $240 million and free cash flow was $208 million. The company repurchased $200 million of shares in the quarter and held $1.24 billion in cash, cash equivalents and short-term investments at quarter end. The company lowered its fiscal 2025 outlook. Core Illumina revenue is now expected to decline between 1% and 3% on a constant currency basis, down from low single digit growth previously. Management estimates $85 million in tariff-related costs, which after actions is an approximate 125 bps reduction in fiscal 2025 operating margin and $0.25 of EPS. Non-GAAP operating margin guidance is approximately 21.5% to 22.0%, down from approximately 23%, and non-GAAP diluted EPS guidance is $4.20 to $4.30, versus a prior March guidance of approximately $4.50. Reported Greater China revenue is expected to be $165 million to $185 million in 2025, with $72 million recognized in Q1 2025. CEO Jacob Thaysen said the outlook weakened due to shifting policy and geopolitical developments, and the company has instituted an incremental $100 million cost reduction program to mitigate potential declines in Greater China revenue and related operating income. The filing also notes the company's inclusion on China's "unreliable entities list" and China's decision not to permit export of sequencing instruments into China as risk factors.

May 8, 2025 8-K

Regulation FDExhibits & Filings

Illumina 8-K Report, Executive Changes (Mar 25, 2025)

Illumina, Inc. (NASDAQ: ILMN) filed a Current Report on Form 8-K disclosing changes to its Board of Directors. Stephen P. MacMillan notified the Board of his intention to resign as a director effective March 28, 2025, and the filing states his resignation is not the result of any dispute or disagreement with the Company. The Board elected Keith A. Meister as a director beginning March 28, 2025. Mr. Meister will stand for election at the 2025 annual meeting of stockholders for a one-year term, and will participate in the non-employee director compensation programs described in the proxy statement filed on April 4, 2024. In a related Regulation FD disclosure, the Company stated that Dr. Scott Gottlieb has been elected non-executive Chair of the Board, effective March 28, 2025. The accompanying press release (Exhibit 99.1) describes Dr. Gottlieb as a Board member since 2020 and Mr. Meister as founder, Managing Partner, and Chief Investment Officer of Corvex Management, who will bring experience as an investor in genomics. The release describes Mr. MacMillan as retiring from the Board in preparation for the upcoming annual shareholder meeting. The filing contains no financial results or operating metrics. Its investor relevance lies in the leadership transition: a new independent Chair and a new director with an investor background, whose stated view is that Illumina has the right strategy to accelerate revenue growth and deliver shareholder value.

Mar 25, 2025 8-K

Leadership Changes

Illumina 8-K Report, Executive Changes (Mar 24, 2025)

Illumina, Inc. filed a Form 8-K dated March 18, 2025 (filed March 24, 2025) under Item 5.02, Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. The filing reports that on March 18, 2025, Carissa Rollins, Chief Information Officer, notified the company that she will be retiring effective April 11, 2025. The filing is limited to this personnel change. It does not include financial results, guidance, or any figures, and it does not name a successor or describe any changes to compensation or other arrangements. For investors, the disclosure is a routine executive transition in the information technology leadership role, with a defined effective date of April 11, 2025. The filing was signed by Scott Davies, Chief Legal Officer.

Mar 24, 2025 8-K

Illumina 8-K Report, Regulation FD Disclosure (Mar 10, 2025)

Illumina, Inc. (Nasdaq: ILMN) filed this Form 8-K on March 10, 2025 under Item 7.01 (Regulation FD Disclosure), furnishing a press release that responds to a March 4, 2025 notice from the China Ministry of Commerce (MOFCOM) stating that Illumina is not permitted to export sequencing instruments into China. The company said it respects MOFCOM's decision, will continue to comply with applicable laws, and continues to serve its clinical and research customers in China. Management reiterated its goal of high-single-digit revenue growth by 2027 while expanding margins. The company updated its fiscal 2025 guidance, now expecting Core Illumina non-GAAP diluted EPS of approximately $4.50, and instituting an incremental cost reduction program of approximately $100 million for fiscal 2025. The savings are intended to mitigate a range of potential scenarios for reduced revenue and operating income from the Greater China business, and include optimizing stock-based compensation and non-labor spending and accelerating certain productivity measures. The CFO stated the guidance provides for limited further earnings contribution from China and assumes a continuation of current macro trends. The press release notes that the company cannot provide a GAAP reconciliation of its forward-looking non-GAAP guidance because certain items, such as acquisition-related expenses, restructuring activities, and the outcome of pending litigation, are difficult to predict. The forward-looking statements section also cites the MOFCOM "unreliable entities list" inclusion, tariffs, and litigation related to the GRAIL acquisition as risk factors.

Mar 10, 2025 8-K

Illumina 8-K Report, Financial Results (Feb 6, 2025)

Illumina, Inc. (Nasdaq: ILMN) furnished this Form 8-K under Item 2.02 to report financial results for the fourth quarter and fiscal year ended December 29, 2024, attaching a press release as Exhibit 99.1. Core Illumina revenue was $1.1 billion in Q4 2024, up 1% from Q4 2023 on both a reported and constant currency basis, and $4.3 billion for fiscal year 2024, down 2% from fiscal year 2023 on both bases. Consolidated fiscal 2024 results were heavily affected by GRAIL, which was spun off on June 24, 2024: the company recorded a GAAP operating loss of $833 million and GAAP diluted loss per share of $(7.69), driven by $1,889 million of goodwill and intangible impairment, while non-GAAP diluted EPS was $2.45. Core Illumina GAAP diluted EPS was $5.61 for fiscal 2024 and non-GAAP diluted EPS was $4.16. For fiscal year 2025, the company continues to expect Core Illumina constant currency revenue growth in the low single digits, reported revenue of approximately $4.28 billion to $4.4 billion, a non-GAAP operating margin of approximately 23%, and non-GAAP diluted EPS of $4.50 to $4.65. The guidance does not reflect any impact from a China Ministry of Commerce announcement that included Illumina on its "unreliable entities list," and it assumes the current macroeconomic and political environments continue. The release also cites tariffs recently imposed or threatened by the U.S. government and its trading partners as a forward-looking risk.

Feb 6, 2025 8-K/A

Illumina 8-K/A Report, Exit or Disposal Costs (Jan 14, 2025)

Illumina, Inc. filed this Form 8-K/A to disclose the company's determination regarding certain estimates related to a further reduction in its real estate footprint. The filing amends the company's June 26, 2023 Form 8-K, which reported costs associated with certain exit activities, and it supplements Amendments No. 1, 2 and 3 filed in November 2023, January 2024 and May 2024. Under Item 2.05 of Form 8-K, the company reports the exit-related charges and states that no other modifications were made to the earlier filings. The filing states that in the first quarter of 2024 Illumina exited a portion of its Foster City, California campus and another property in San Diego, California, and recorded right-of-use asset and leasehold improvement impairment charges of $32 million. In the fourth quarter of 2024, the company recorded an additional right-of-use asset impairment of $14 million related to the San Diego property, which was recognized in selling, general and administrative expense. The company states it has no remaining assets related to that San Diego property and continues to evaluate its options for the rest of the Foster City campus. The company states that these charges will be excluded from its non-GAAP financial metrics. The filing's forward-looking statements caution that results could differ materially, citing the company's ability to implement cost reduction plans on time and the possibility that related costs exceed expectations.

Jan 14, 2025 8-K

Illumina 8-K Report, Financial Results (Jan 14, 2025)

Illumina, Inc. furnished an Item 2.02 Form 8-K on January 14, 2025, ahead of its presentation at the J.P. Morgan Healthcare Conference, announcing unaudited preliminary results for the fourth quarter and fiscal year ended December 29, 2024, along with a preliminary outlook for fiscal 2025. The filing states that Q4 2024 revenue was approximately $1.10 billion, up 1% from Q4 2023, and full-year 2024 revenue was approximately $4.33 billion, down 2% from 2023 on a constant currency basis. Full-year 2024 GAAP operating margin was approximately 34.2% versus a non-GAAP operating margin of approximately 21.3%, and full-year GAAP diluted EPS was approximately $5.65 to $5.67 versus non-GAAP diluted EPS of approximately $4.12 to $4.14. Preliminary 2024 cash flow from operations was approximately $1.21 billion and free cash flow was approximately $1.07 billion. For fiscal 2025, the company expects constant currency revenue growth in the low single digits, with reported revenue in the range of approximately $4.28 billion to $4.4 billion, non-GAAP operating margin of approximately 23%, and non-GAAP diluted EPS growth of approximately 10%. The company stated that the results are preliminary, subject to completion of accounting and annual audit procedures, and may be adjusted. Full fourth quarter and fiscal 2024 results are scheduled for release after market close on February 6, 2025. The large gap between GAAP and non-GAAP figures in fiscal 2024 is driven, per the filing's reconciliation, largely by a legal contingency and settlement item (a reversal of the accrued EC fine, including interest, which the filing shows as a $10.7 million operating margin adjustment and a $2.92 per share adjustment), along with contingent consideration liability fair value adjustments related to GRAIL. The filing also references the divestment of GRAIL as a continuing risk factor.

Jan 14, 2025 8-K

Leadership ChangesExhibits & Filings

Illumina 8-K Report, Financial Results (Nov 4, 2024)

Illumina, Inc. filed this Form 8-K on November 4, 2024 to furnish its press release announcing financial results for the third quarter ended September 29, 2024 (Exhibit 99.1). The company reported Core Illumina revenue of $1,080 million for Q3 2024, versus $1,106 million in Q3 2023, and a GAAP operating profit of $741 million (68.6% operating margin) that was boosted by a $488 million legal contingency and settlement benefit. On a non-GAAP basis, Core Illumina operating margin was 22.6% and diluted EPS was $1.14. Consolidated GAAP diluted EPS was $4.42 for the quarter, compared with a loss of $(4.77) in the prior-year period, which included an $821 million goodwill and intangible impairment. For fiscal 2024, the company lowered its Core Illumina revenue guidance to a decline of approximately 3% from fiscal 2023, and expects Q4 2024 Core Illumina revenue of approximately $1.07 billion. It raised its Core Illumina non-GAAP operating margin guidance to 21% to 21.5% and its non-GAAP diluted EPS guidance to $4.05 to $4.15. Nine-month GAAP results remained a net loss of $(1,410) million, driven by a $1,889 million goodwill and intangible impairment, largely related to GRAIL, which was spun off on June 24, 2024. Cash flow from operations was $316 million for the quarter, and free cash flow was $284 million. The company held $939 million in cash, cash equivalents and short-term investments at quarter end. Total term debt rose to $1,988 million from $1,489 million at December 31, 2023, while stockholders' equity fell to $2,125 million from $5,745 million.

Nov 4, 2024 8-K

Illumina 8-K Report, Executive Changes (Oct 3, 2024)

On October 3, 2024, Illumina, Inc. disclosed under Item 5.02 that Charles Dadswell, its General Counsel and Secretary, will leave the company. He will remain as an employee-advisor to the Chief Executive Officer and the Board of Directors through March 31, 2025, transitioning his General Counsel duties and providing other advice as requested. Scott Davies, Vice President, Legal – Chief Corporate Counsel and Assistant Secretary, will serve as Interim General Counsel and Secretary effective October 3, 2024. Under an Advisory Agreement, Mr. Dadswell will continue to receive his regular cash compensation, including his 2024 annual incentive award, and benefits during the advisory period. Upon satisfactory completion of his advisory services (including if the company ends the services early), he will receive a one-time lump-sum cash payment of $600,000. Under the company's standard Separation Agreement, he will receive, after his services end, a lump sum equal to his annual base salary, 12 months of COBRA group health premiums and executive physical benefits, outplacement services, and any unpaid 2024 annual incentive award, subject to a standard release of claims. The filing is an executive transition disclosure. It identifies the advisory and separation agreements as Exhibits 10.1 and 10.2, which contain the full terms, and the filing qualifies its descriptions by reference to those exhibits.

Oct 3, 2024 8-K

Material AgreementsOther EventsExhibits & Filings

Illumina 8-K Report, Agreement Terminated (Sep 9, 2024)

Illumina, Inc. reported in an 8-K filed September 9, 2024 that it repaid in full and terminated its 364-day delayed draw credit agreement with JPMorgan Chase Bank, N.A., as administrative agent. The repayment was $761 million, and the company did not incur any prepayment premium or penalty other than customary breakage costs. The repayment was funded by the proceeds of a notes offering together with cash on hand. On September 4, 2024, the company entered into an underwriting agreement with J.P. Morgan Securities LLC and Goldman Sachs & Co. LLC, as representatives of the underwriters, for the issuance of $500,000,000 aggregate principal amount of 4.650% notes due 2026. The notes accrue interest at 4.650% per annum, payable semi-annually, and mature on September 9, 2026. They were issued under an indenture dated March 12, 2021 with U.S. Bank Trust Company, National Association, as trustee, and were registered under a Form S-3 (File No. 333-281921). The filing's main investor-relevant effect is a refinancing: the company replaced $761 million of short-term delayed draw credit borrowings with $500 million of fixed-rate notes maturing in two years. The filing also describes standard event-of-default and optional redemption terms for the notes, and lists exhibits including the underwriting agreement, indenture, officer's certificate, form of note, and a legal opinion from Cravath, Swaine & Moore LLP.

Sep 9, 2024 8-K

Other Events

Illumina 8-K Report, Corporate Update (Sep 5, 2024)

Illumina, Inc. (ILMN) disclosed in this Form 8-K, filed September 5, 2024 under Item 8.01 (Other Events), that on September 4, 2024 it priced an underwritten public offering of $500,000,000 aggregate principal amount of its 4.650% notes due 2026. The notes were offered under an effective shelf registration statement previously filed with the Securities and Exchange Commission. The offering is expected to close on September 9, 2024, subject to customary closing conditions. Illumina expects to use the net proceeds to repay a portion of the outstanding $750 million under a 364-day delayed draw credit agreement entered into in connection with the spin-off of GRAIL, Inc. from Illumina, and to pay related fees and expenses. The filing therefore frames the transaction as a refinancing of spin-related borrowing rather than a new use of capital. The filing is brief and does not include additional financial results, guidance, or terms beyond those stated above. For investors, the key facts are the size and coupon of the new notes, the 2026 maturity, and the stated purpose of retiring part of the GRAIL-related bridge borrowing.

Sep 5, 2024 8-K

Acquisitions & DispositionsExhibits & Filings

Illumina 8-K Report, Financial Results (Aug 6, 2024)

Illumina, Inc. reported second-quarter 2024 results on August 6, 2024, with consolidated revenue of $1,112 million, down from $1,176 million in the prior-year quarter, and a GAAP net loss of $1,988 million, or $(12.48) per diluted share, driven by a $1,886 million goodwill and intangible impairment tied to the GRAIL segment. The company completed the spin-off of GRAIL on June 24, 2024, and the results include GRAIL's consolidated financials through that date. On a non-GAAP basis, consolidated net income was $57 million, or $0.36 per diluted share, versus $0.32 in the prior-year period. Core Illumina revenue was $1,092 million, down 6% from the prior-year quarter (also down 6% in constant currency) and up 3% from Q1 2024, per the release. Core Illumina GAAP operating margin was 40.5% and non-GAAP operating margin was 22.2%, with non-GAAP diluted EPS of $1.09. Management cited solid consumable sales alongside softer instrument demand in a constrained funding environment. Cash flow from operations was $80 million and free cash flow was $48 million for the quarter, with $994 million in cash, cash equivalents and short-term investments at quarter end. For fiscal 2024, Illumina lowered its Core Illumina revenue guidance to a decline of 2% to 3% (down 1.5% to 2.5% in constant currency) and raised its Core Illumina non-GAAP operating margin guidance to 20.5% to 21%. The company also introduced Core Illumina non-GAAP diluted EPS guidance of $3.80 to $3.95.

Aug 6, 2024 8-K/A

Illumina 8-K/A Report, Acquisition Completed (Jun 27, 2024)

On June 24, 2024, Illumina, Inc. completed the spin-off of GRAIL, Inc. through a tax-free pro rata distribution of 26.5 million GRAIL common shares to Illumina shareholders, at a ratio of one GRAIL share for every six Illumina shares held at the June 13, 2024 record date. The shares distributed represented 85.5% of GRAIL's outstanding common stock, and Illumina retained a 14.5% ownership interest. GRAIL began regular-way trading on the Nasdaq Global Select Market under the symbol "GRAL" on June 25, 2024, and Illumina no longer consolidates GRAIL into its financial statements. This Form 8-K/A supplements the original 8-K filed June 24, 2024 by providing additional Item 2.01 information and unaudited pro forma condensed consolidated financial statements (balance sheet as of March 31, 2024; statements of operations for the three months ended March 31, 2024 and fiscal year 2023) giving effect to the spin-off. Before the spin-off, Illumina made a one-time cash contribution to GRAIL, the "Disposal Funding," determined to be $974 million, intended to cover 2.5 years of GRAIL's operations based on its long range plan, less GRAIL's cash at the spin-off. To help fund this, Illumina borrowed $750 million under a 364-day delayed draw credit facility on June 20, 2024, with a current borrowing rate of approximately 6.69% and maturity on June 19, 2025. The pro forma statements show Illumina's total pro forma revenue of $4,438 million for fiscal 2023 versus $4,504 million historically, and a pro forma net income of $219 million versus a historical net loss of $1,161 million; for the three months ended March 31, 2024, pro forma revenue was $1,056 million and pro forma net income was $56 million. The notes disclose expected second-quarter 2024 non-cash impairment charges of $1,466 million for GRAIL goodwill and $420 million for in-process R&D intangible assets, which the pro forma statements do not reflect. Illumina also expects additional nonrecurring spin-off costs, and royalty payments from GRAIL are waived for 30 months following the distribution date under the amended supply and commercialization agreement.

Jun 27, 2024 8-K/A

Acquisitions & DispositionsMaterial AgreementsOther Events+1

Illumina 8-K/A Report, Exit or Disposal Costs (Jun 27, 2024)

Illumina, Inc. filed this Current Report on June 27, 2024 to disclose its determination of certain estimates related to impairment charges it may incur in connection with the Spin-Off, which was described in the company's earlier Current Report filed June 3, 2024 on costs associated with exit or disposal activities. The filing states that the Company's impairment testing of goodwill and non-amortizing in-process research and development (IPR&D) led it to estimate a second-quarter 2024 goodwill impairment charge of $1,466 million, which is the full remaining carrying value of goodwill related to GRAIL as of March 31, 2024. The Company also estimates a second-quarter 2024 impairment charge of $420 million for the GRAIL IPR&D intangible asset. According to the filing, Illumina does not expect any material future cash expenditures related to these impairments. Both charges will be excluded from the Company's non-GAAP financial metrics, so investors reviewing adjusted results should expect them to affect GAAP results in the second quarter of 2024 without changing the non-GAAP presentation.

Jun 27, 2024 8-K

Illumina 8-K Report, Material Agreement (Jun 24, 2024)

On June 24, 2024, Illumina, Inc. (ILMN) completed the spin-off of GRAIL, Inc. by distributing approximately 85.5% of GRAIL's outstanding shares to Illumina stockholders at one share of GRAIL common stock for every six shares of Illumina common stock held as of the June 13, 2024 record date. Illumina retained a 14.5% ownership interest in GRAIL, and the spin-off was made without any payment or exchange of shares by stockholders. GRAIL began regular way trading on Nasdaq under the ticker "GRAL" on June 25, 2024. In connection with the spin-off, Illumina entered into a Separation and Distribution Agreement, Tax Matters Agreement, Employee Matters Agreement, Stockholder and Registration Rights Agreement, and a Fourth Amendment to the Amended and Restated Supply and Commercialization Agreement with GRAIL, all dated June 21, 2024. Fractional GRAIL shares were not distributed; they are being aggregated, sold in the open market, and the net proceeds distributed pro rata in cash. The filing states that U.S. shareholders generally should not recognize gain or loss on the distribution, except for cash received in lieu of fractional shares. The press release furnished with the filing notes that Illumina's credit facility, a 364-day delayed draw senior unsecured term loan of up to $750 million entered June 17, 2024 and fully drawn June 20, 2024, was used with balance sheet cash to fund cash to GRAIL's balance sheet. The current borrowing rate is approximately 6.70%. Illumina will report second quarter 2024 results on August 6, 2024 and host a Strategy Update on August 13, 2024.

Jun 24, 2024 8-K

Material AgreementsFinancial EventsExhibits & Filings

Illumina 8-K Report, Material Agreement (Jun 17, 2024)

On June 17, 2024, Illumina, Inc. entered into a 364-day delayed draw credit agreement with JPMorgan Chase Bank, N.A., as administrative agent, providing a senior unsecured term loan credit facility of up to $750 million. The facility is tied to the company's planned divestment of GRAIL, LLC, and proceeds may be used to fund cash to GRAIL's balance sheet in connection with the GRAIL Transactions. Borrowings bear interest at a variable rate based on either term SOFR or the alternate base rate, plus an applicable rate tied to the company's debt rating, with a 0.10% per annum credit spread adjustment on term SOFR loans. The current borrowing rate is approximately 6.70%. The facility can be drawn at any time before the earliest of termination of the GRAIL definitive agreement, consummation of the GRAIL Transactions without funding, May 5, 2025 if the GRAIL Transactions have not occurred by then, or the company's termination notice. As of the filing date no borrowings were outstanding, but the facility is expected to be drawn in full on June 20, 2024, with maturity and repayment due on June 19, 2025. The agreement includes a maximum total leverage ratio financial covenant and operating covenants limiting subsidiary indebtedness, liens, fundamental changes, and asset dispositions, and the company may prepay or terminate commitments without premium other than customary breakage costs.

Jun 17, 2024 8-K/A

Other Events

Illumina 8-K/A Report, Corporate Update (Jun 6, 2024)

Illumina, Inc. (ILMN) filed this Form 8-K/A to clarify trading dates tied to the previously announced separation of GRAIL, LLC. Illumina's board approved a spin-off in which Illumina will distribute at least 85.5% of GRAIL's common stock to Illumina shareholders as a pro rata dividend. The Distribution is expected to be effective at 12:01 A.M. New York City time on June 24, 2024 (the Distribution Date). The filing sets out the trading mechanics around the Distribution. Beginning on or about June 12, 2024, GRAIL common stock is expected to trade on a when-issued basis on Nasdaq under the ticker "GRALV" through the Distribution Date. GRAIL is expected to begin regular-way trading under "GRAL" on Tuesday, June 25, 2024, the first trading day after the Distribution Date. During the same period, Illumina common stock will trade in two markets. Shares trading regular way under "ILMN" will carry an entitlement to the GRAIL shares being distributed, while shares trading ex-distribution under "ILMNV" will not. From June 25, 2024, the two-market structure ends and Illumina continues to trade as "ILMN".

Jun 6, 2024 8-K

Financial EventsOther Events

Illumina 8-K Report, Exit or Disposal Costs (Jun 3, 2024)

On June 3, 2024, Illumina, Inc. disclosed that its board of directors approved the separation (the "Spin-Off") of GRAIL, including the timing and details of the distribution of at least 85.5% of GRAIL's common stock to Illumina shareholders as a pro rata dividend. The Distribution is expected to be effective at 12:01 a.m. New York City time on June 24, 2024, with GRAIL expected to begin "regular way" trading on the Nasdaq Global Select Market on June 25, 2024 under the ticker "GRAL." Immediately before the Spin-Off, GRAIL, LLC will convert into a Delaware corporation and be renamed GRAIL, Inc. Illumina holders will receive one share of GRAIL common stock for every six shares of Illumina common stock held at the close of business on June 13, 2024, the record date. Shareholders who sell Illumina shares regular way on or before the Distribution Date will also sell their right to receive GRAIL stock, so investors are encouraged to consult financial advisors. Stockholders are not required to vote or pay any consideration, and the Distribution is subject to satisfaction or waiver of conditions described in GRAIL's Form 10 registration statement. Illumina estimates incremental charges of approximately $35 to $50 million related to the Spin-Off, primarily cash expenditures for legal and advisory fees, mostly in the second quarter of 2024 and substantially all by the third quarter of 2024. The board's approval is a potential indicator of impairment in the second quarter of 2024, which could trigger an interim goodwill impairment test; the company cannot yet estimate any impairment charge and will amend this filing if one is recognized. As of March 31, 2024, GRAIL-related balances included goodwill of $1,466 million, non-amortizing in-process R&D of $561 million, and net amortizing intangible assets of $2,092 million.

Jun 3, 2024 8-K

Shareholder Matters

Illumina 8-K Report, Shareholder Vote Results (May 20, 2024)

Illumina, Inc. filed this Form 8-K to report the results of its 2024 annual meeting of stockholders, held on May 16, 2024. Stockholders present in person or by proxy, representing 141,833,073 shares of common stock, voted on three proposals, and all three were approved. Stockholders elected all eleven director nominees to serve one-year terms until the 2025 annual meeting. Each nominee received more votes for than against, though the margins varied. Stockholders also ratified Ernst & Young LLP as the independent registered public accounting firm for the fiscal year ending December 29, 2024, with 133,843,089 votes for, 6,822,753 against and 1,167,231 abstaining. In an advisory vote, stockholders approved the compensation paid to the company's named executive officers as disclosed in the proxy statement, with 113,511,456 votes for, 16,719,619 against and 1,063,352 abstaining. Broker non-votes were 10,538,646 on the director and say-on-pay proposals.

May 20, 2024 8-K/A

Illumina 8-K/A Report, Exit or Disposal Costs (May 3, 2024)

Illumina, Inc. filed this Form 8-K/A to disclose, under Item 2.05 of Form 8-K, the company's determination regarding certain estimates related to a further reduction in its real estate footprint. The filing amends a June 26, 2023 Original 8-K and two prior amendments that reported costs tied to exit activities. The sole purpose of this amendment is the real estate footprint disclosure; no other changes were made to the earlier filings. The company recorded right-of-use asset and leasehold improvement impairment charges of $43 million in the fourth quarter of 2023 related to exiting a portion of its Foster City campus. In the first quarter of 2024, it recorded additional right-of-use asset impairments of $18 million for the Foster City campus and another San Diego, California property, plus $14 million of leasehold improvement impairments for Foster City. All of these charges were recognized in selling, general and administrative expense and will be excluded from non-GAAP financial metrics. As of March 31, 2024, remaining assets tied to the Foster City campus and the other San Diego property totaled approximately $142 million, primarily right-of-use assets and leasehold improvements. The company is still evaluating its options for the rest of these sites and states that it may incur additional charges, but it cannot yet estimate their timing, amount, or potential cash outlay. It will file a further amendment if such costs become material and estimable.

May 3, 2024 8-K

Illumina 8-K Report, Financial Results (May 2, 2024)

Illumina, Inc. reported first-quarter 2024 financial results in a press release furnished as Exhibit 99.1 to this Form 8-K, filed May 2, 2024. Consolidated revenue was $1.08 billion (1,076 million), down 1% from Q1 2023 on a constant currency basis as well. GAAP diluted loss per share was $(0.79), compared with GAAP diluted earnings of $0.02 in Q1 2023, reflecting a GAAP operating loss of $111 million. Non-GAAP diluted earnings per share were $0.09, compared with $0.08 a year earlier, and non-GAAP operating margin for consolidated results was 3.1%. Core Illumina revenue was $1.06 billion, down 2%, with a GAAP operating margin of 11.0% and a non-GAAP operating margin of 20.6%. GRAIL revenue was $27 million, and its GAAP operating loss was $227 million. The company reiterated its fiscal 2024 guidance for Core Illumina revenue to be approximately flat compared with 2023 and a Core Illumina non-GAAP operating margin of approximately 20%. Management said it is focusing the outlook on Core Illumina because the timing and impact of the GRAIL divestment remain uncertain. Illumina stated it remains on track to divest GRAIL through a sale or a capital markets transaction, with the goal of finalizing divestiture terms by the end of Q2 2024. The European Commission approved the divestment plan in April, and a capital markets transaction would require approximately $1 billion in funding to GRAIL. For the quarter, operating cash flow was $77 million and free cash flow was $41 million, compared with $(42) million a year earlier. Cash, cash equivalents and short-term investments totaled $1,115 million at quarter end. Consolidated SG&A expense rose to $439 million from $378 million, while GAAP gross margin improved to 62.0% from 60.3%.

May 2, 2024 8-K

Regulation FD

Illumina 8-K Report, Regulation FD Disclosure (Apr 12, 2024)

Illumina, Inc. reported that the European Commission (EC) has formally approved the company's divestment plan for GRAIL, LLC. The approval relates to the EC's October 12, 2023 divestment order, and the plan allows Illumina to keep exploring both a trade sale and a capital markets divestiture concurrently. If the divestiture proceeds as a capital markets transaction, Illumina must capitalize GRAIL at closing with two-and-a-half years of funding based on GRAIL's long-range plan. The company expects this funding to be approximately $1 billion, including cash from GRAIL's balance sheet. The company reaffirmed its goal of finalizing the terms of the divestiture by the end of the second quarter of 2024. The filing flags risks including the company's ability to execute a strategic alternative that maximizes GRAIL's value for stockholders under the divestment order's parameters, and the possibility that the final funding requirement differs materially from current expectations. The information is furnished under Item 7.01 (Regulation FD Disclosure) and is not deemed filed under Section 18 of the Exchange Act.

Apr 12, 2024 8-K

Illumina 8-K Report, Executive Changes (Apr 9, 2024)

Illumina, Inc. (ILMN) announced on April 9, 2024 a leadership transition in its finance function. Ankur Dhingra has been appointed Chief Financial Officer effective April 15, 2024, succeeding Joydeep Goswami, who held both the CFO and Chief Strategy and Development Officer roles. Goswami will serve as an employee-advisor through June 30, 2024 and depart on July 1, 2024. The filing states the departure is not the result of any disagreement on operations, financial reporting, policies, or practices. Jakob Wedel was also named Chief Strategy and Corporate Development Officer, per the accompanying press release. Dhingra's compensation includes a $650,000 annual base salary, a target cash bonus of 65% of base salary, a one-time $500,000 cash payment subject to clawback for certain terminations before the second anniversary of his appointment, and a one-time equity grant of $3,500,000 (70% PSUs, 30% RSUs vesting over four annual installments). He also receives a $15,000 monthly relocation stipend until the earlier of his San Diego relocation or September 1, 2024. Goswami will receive a $360,000 lump sum if he completes the Retention Period and performs the specified services. Under Item 7.01, Illumina reaffirmed its first quarter 2024 and full-year 2024 guidance, as previously announced on its February 8, 2024 earnings call. The filing does not restate the guidance figures in its text.

Apr 9, 2024 8-K

Illumina 8-K Report, Financial Results (Feb 8, 2024)

Illumina, Inc. filed this Form 8-K under Item 2.02 (Results of Operations and Financial Condition) to furnish a press release announcing its financial results for the fourth quarter and fiscal year ended December 31, 2023. The filing states that fourth-quarter revenue was $1.12 billion, up 4% from the prior year period, while fiscal 2023 revenue was $4.50 billion, down 2% from fiscal 2022. GAAP diluted loss per share was $(1.11) for Q4 2023 and $(7.34) for fiscal 2023, the latter including $821 million of goodwill and intangible impairments related to the GRAIL segment. Non-GAAP diluted earnings per share were $0.14 for Q4 2023 and $0.86 for fiscal 2023, compared with $2.12 for fiscal 2022. The company reported Q4 2023 operating loss of $(164) million on a GAAP basis, compared with a non-GAAP operating profit of $51 million, and Q4 free cash flow of $173 million. Core Illumina revenue for fiscal 2024 is expected to be approximately flat versus 2023, with a Core Illumina non-GAAP operating margin of approximately 20%. Management stated that the company is focusing its outlook on Core Illumina because the timing and impact of the GRAIL divestment remain uncertain. The filing also reiterates that Illumina announced on December 17, 2023 its intention to divest GRAIL, with a goal of finalizing divestiture terms by the end of the second quarter of 2024, consistent with the European Commission's divestiture order. Key announcements cited include a draft Form 10 registration statement submitted confidentially for the GRAIL divestment, and the expansion of the Alliance for Genomic Discovery.

Feb 8, 2024 8-K/A

Illumina 8-K/A Report, Exit or Disposal Costs (Jan 9, 2024)

Illumina, Inc. filed this Form 8-K/A to amend its Original 8-K of June 26, 2023 and Amendment No. 1 of November 13, 2023, which reported costs tied to exit activities. The sole purpose of this amendment is to disclose, under Item 2.05(d) of Form 8-K, the company's determination on certain estimates related to a further reduction in its real estate footprint. As of October 1, 2023, the company had assets, primarily right-of-use assets and leasehold improvements, related to its Foster City campus of approximately $182 million. During the fourth quarter of 2023, Illumina exited a portion of the Foster City campus and now estimates it will incur right-of-use asset and leasehold improvement impairment charges of approximately $43 million in the fourth fiscal quarter of 2023 related to this exit. The company continues to evaluate its options for the rest of the Foster City campus and may incur additional charges if it exits further, but it cannot yet estimate the timing, amount, or potential cash outlay of such costs. The company will file a further amendment if such costs become material and estimable. The charges will be excluded from non-GAAP financial metrics. The filing ties these actions to the company's cost reduction plans and notes that results could differ if those plans are not implemented on time or cost more than expected.

Jan 9, 2024 8-K

Illumina 8-K Report, Financial Results (Jan 9, 2024)

Illumina, Inc. (Nasdaq: ILMN) filed this Form 8-K on January 9, 2024 to furnish a press release announcing unaudited preliminary financial results for the fourth quarter and fiscal year ended December 31, 2023, ahead of its presentation at the J.P. Morgan Healthcare Conference. Consolidated revenue was approximately $1,115 million for Q4 2023, up 3% from Q4 2022, and approximately $4,497 million for fiscal year 2023, down 2% from fiscal year 2022. Core Illumina revenue was approximately $1,090 million for Q4 2023, up 2%, and approximately $4,431 million for fiscal 2023, down 3%. The company shipped 79 NovaSeq X instruments in Q4 2023 and 352 for the full year. Profitability was heavily affected by non-GAAP adjustments. Consolidated GAAP operating margin was approximately (15.5%) for Q4 2023 and approximately (24.0%) for fiscal 2023, while non-GAAP operating margin was approximately 3.8% and 5.3%, respectively. Core Illumina GAAP operating margin was approximately 2.4% for Q4 and 12.3% for the year, and non-GAAP operating margin was approximately 18.0% and 19.8%. The reconciliations cite restructuring, goodwill and intangible (IPR&D) impairments related to GRAIL, acquisition-related expenses tied to the GRAIL acquisition, and contingent consideration fair value adjustments as major items excluded from non-GAAP results. The company stated that these results are preliminary, subject to completion of accounting and annual audit procedures, and may be adjusted. Full fourth quarter and fiscal 2023 results are expected after market close on February 8, 2024. The release also flags continuing risks tied to GRAIL, including the European Commission and Federal Trade Commission orders requiring divestment of GRAIL.

Jan 9, 2024 8-K

Leadership Changes

Illumina 8-K Report, Executive Changes (Jan 4, 2024)

Illumina, Inc. filed this Current Report on Form 8-K dated January 4, 2024 to disclose a senior leadership change. The company announced that Susan Tousi, Chief Commercial Officer, will leave the company effective January 5, 2024. The filing is limited to this personnel item under Item 5.02 (Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers). To cover the vacancy, Bas Verhoef, Head of Region Europe, will serve as Interim Chief Commercial Officer. The filing does not state whether a permanent successor has been named, nor does it describe any severance or compensation arrangements tied to Ms. Tousi's departure. For investors, the filing signals a change in the commercial leadership team, with an interim executive now responsible for the commercial function. The filing contains no financial results, guidance, or operating metrics.

Jan 4, 2024 8-K/A

Illumina 8-K/A Report, Exit or Disposal Costs (Nov 13, 2023)

Illumina, Inc. filed this Form 8-K/A to supplement its June 26, 2023 Current Report on Form 8-K, which reported costs associated with certain exit activities. The amendment discloses the company's determination on certain estimates related to reducing its real estate footprint, as required under Item 2.05(d) of Form 8-K. The company states that, per its Form 10-Q for the period ending October 1, 2023, it incurred right-of-use asset and leasehold improvement impairment charges of approximately $54 million in 2023 related to exiting its i3 campus in San Diego, California. For the Foster City, California campus, the company says it continues to evaluate its options. As of October 1, 2023, assets related to that campus, consisting primarily of right-of-use assets and leasehold improvements, totaled approximately $182 million. The company expects to incur charges in connection with exiting a portion of the Foster City campus but is not yet able to estimate the timing or amount of those charges or the related potential cash outlay. It will file a further amendment when such costs become estimable. The filing states that these charges will be excluded from non-GAAP financial metrics. It also includes forward-looking statements tied to the company's ability to implement cost reduction plans on time and the possibility that related costs exceed expectations.

Nov 13, 2023 8-K