01—Abstract
Summary
Summary of the 8-K filed August 7, 2026. Cited figures are marked; the original filing is the authoritative source.
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 billiona, 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.
02—Key points
Key Highlights
- Settlement of the Icahn Partners litigation over the GRAIL acquisition involves mutual releases with no payment by any party.
- The action will be dismissed with prejudice as to the plaintiffs only; the dismissal is without prejudice to other Illumina stockholders, including plaintiffs in three pending derivative actions.
- Defendants and Illumina continue to deny all claims and any fault, wrongdoing or liability, and settled solely to avoid the burden, expense and uncertainty of further litigation.
- The Release Agreement includes a release of potential claims by the company against Andrew Teno, the plaintiffs' designee to the Board, related to sharing confidential and privileged materials.
- The Court of Chancery will hold a dismissal hearing on November 2, 2026, at 1:30 p.m. ET; written objections are due by October 19, 2026.
- The GRAIL acquisition was originally announced in September 2020 for approximately $8 billion, and the EC's $476 million fine for alleged standstill violations was later withdrawn following a European Court of Justice ruling.
- The derivative actions remain pending and are not affected by this dismissal, and the company's indemnification obligations to Mr. Teno are unaffected by the Release Agreement.
03—Questions
Frequently Asked Questions
Does this settlement involve any payment by Illumina?
No. The Release Agreement provides for mutual releases in exchange for no payment by any party, and each party bears its own costs, expenses and attorneys' fees under the proposed stipulation.
Does the dismissal resolve the derivative lawsuits against the board?
No. The dismissal is with prejudice only as to the plaintiffs in this action and without prejudice to other stockholders, including the plaintiffs in the three Derivative Actions, which remain pending. The filing states the dismissal will not affect those actions.
Do stockholders need to take action?
Stockholders are not required to object or appear to protect claims in the Derivative Actions. Stockholders who wish to object must file and serve a written objection by October 19, 2026, and objectors must still own shares as of November 2, 2026, the hearing date. Objectors who do not follow the procedure may be barred from objecting later.
Did the defendants admit wrongdoing?
No. The filing states that the defendants continue to deny each and all of the claims and expressly deny any fault, wrongdoing or liability, and the Release Agreement states it is not an admission of any kind.
What happens to Andrew Teno under the settlement?
The releases granted by the defendants include a release of any potential claims by the company against Andrew Teno, the plaintiffs' designee to the Board, for conduct related to sharing confidential and privileged materials. The agreement states that the company's indemnification obligations to Mr. Teno as a former director are not affected.
04—Continue