Form 8-K

8-K — ILLUMINA, INC.

Accession: 0001110803-26-000087

Filed: 2026-04-30

Period: 2026-04-30

CIK: 0001110803

SIC: 3826 (LABORATORY ANALYTICAL INSTRUMENTS)

Item: Results of Operations and Financial Condition

Item: Other Events

Item: Financial Statements and Exhibits

Documents

8-K — ilmn-20260430.htm (Primary)

EX-99.1 (q126earningsrelease.htm)

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8-K

8-K (Primary)

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ilmn-20260430

0001110803FALSE4/30/202600011108032026-04-302026-04-30

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): April 30, 2026

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. o

TABLE OF CONTENTS

Item 2.02 Results of Operations and Financial Condition

Item 8.01 Other Events

Item 9.01 Financial Statements and Exhibits

SIGNATURES

Exhibit Index

Table of Contents

Item 2.02 Results of Operations and Financial Condition.

On April 30, 2026, Illumina, Inc. (the “Company”) issued a press release announcing financial results for the first quarter ended March 29, 2026. The full text of the Company’s press release is attached hereto as Exhibit 99.1.

The information furnished pursuant to this Item 2.02 (including Exhibit 99.1) shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 (the “Exchange Act”) or otherwise subject to the liabilities under that Section and shall not be deemed to be incorporated by reference into any filing of the Company under the Securities Act of 1933 or the Exchange Act.

Table of Contents

Item 8.01 Other Events.

On April 28, 2026, the Company’s Board of Directors authorized a new share repurchase program for up to $1.5 billion of the Company’s common stock (the “2026 Repurchase Program”). The 2026 Repurchase Program is in addition to the $1.5 billion repurchase program authorized by the Board of Directors in August 2024, under which approximately $314 million of repurchase capacity remained as of April 29, 2026.

Table of Contents

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

99.1 Press release dated April 30, 2026, announcing Illumina, Inc.’s financial results for the first quarter ended March 29, 2026

104 Cover Page Interactive Data File (embedded within the Inline XBRL document)

Table of Contents

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

ILLUMINA, INC.

Date: April 30, 2026 By:

/s/ ANKUR DHINGRA

Name: Ankur Dhingra

Title: Chief Financial Officer

Table of Contents

Exhibit Index

Exhibit Number Description

99.1

Press release dated April 30, 2026 announcing Illumina, Inc.’s financial results for the first quarter ended March 29, 2026

104 Cover Page Interactive Data File (embedded within the Inline XBRL document)

EX-99.1

Filename: q126earningsrelease.htm · Sequence: 2

Document

Investors:

Conor McNamara

+1.858.291.6421

ir@illumina.com

Media:

Christine Douglass

pr@illumina.com

Illumina Reports Financial Results for First Quarter of Fiscal Year 2026

San Diego, April 30, 2026 /PRNewswire/ -- Illumina, Inc. (Nasdaq: ILMN) (“Illumina” or the “company”) today announced its financial results for the first quarter of fiscal year 2026.

First quarter 2026 results:

•Revenue of $1.09 billion for Q1 2026, up 4.8% from Q1 2025 (ROW1 organic revenue growth of 3.5%)

•GAAP operating margin of 19.2% and non-GAAP operating margin of 21.9%

•GAAP diluted EPS of $0.87 and non-GAAP diluted EPS of $1.15

•On April 28, 2026, our Board of Directors authorized an additional $1.5 billion in share repurchases

“Illumina delivered a strong start to 2026, reflecting strength of the Illumina ecosystem and progress against our strategy,” said Jacob Thaysen, Chief Executive Officer of Illumina. “Demand for NovaSeq X is increasing as we help our clinical customers expand into new application areas. With our strong first quarter performance, we are raising our full-year revenue and EPS guidance.”

Fiscal year 2026 guidance:

For fiscal year 2026, we now expect:

•Total revenue of $4.52-$4.62 billion, a $20 million increase at the mid-point versus our prior guidance

•Reported revenue growth of 4%-6% and ROW organic revenue growth of 2%-4%, both unchanged from prior guidance

•Non-GAAP operating margin of 23.4%-23.6% versus our prior guidance of 23.3%-23.5%

•Non-GAAP diluted EPS of $5.15-$5.30 versus our prior guidance of $5.05-$5.20

First quarter results

GAAP Non-GAAP (a)

Dollars in millions, except per share amounts

Q1 2026 Q1 2025 Q1 2026 Q1 2025

Revenue

$ 1,091 $ 1,041 $ 1,091 $ 1,041

Gross margin

66.1 % 65.6 % 68.2 % 67.4 %

Operating profit

$ 209 $ 164 $ 239 $ 212

Operating margin 19.2 % 15.8 % 21.9 % 20.4 %

Diluted EPS $ 0.87 $ 0.82 $ 1.15 $ 0.97

(a)See tables in “Results of Operations - Non-GAAP” section below for GAAP and non-GAAP reconciliations.

Capital expenditures for free cash flow purposes were $38 million for Q1 2026. Cash flow provided by operations was $289 million, compared to $240 million in the prior year period. Free cash flow (cash flow provided by operations less capital expenditures) was $251 million for the quarter, compared to $208 million in the prior year period. Depreciation and amortization expense was $69 million for Q1 2026. At the close of the quarter, the company held $1.16 billion in cash, cash equivalents and short-term investments.

1 ROW = rest-of-world, excluding Greater China region

Financial outlook and guidance

The company provides forward-looking guidance on a non-GAAP basis. The company is unable to provide a reconciliation of forward-looking non-GAAP financial measures to the most directly comparable GAAP reported financial measures because it is unable to predict with reasonable certainty the impact of items such as acquisition-related costs, fair value adjustments to contingent consideration, gains and losses from strategic investments, asset impairments, restructuring activities, and the ultimate outcome of pending litigation, among others, without unreasonable effort. These items are uncertain, inherently difficult to predict, depend on various factors, and could have a material impact on GAAP reported results for the guidance period. For the same reasons, the company is unable to address the significance of the unavailable information, which could be material to future results.

Conference call information

The conference call will begin at 1:30 pm Pacific Time (4:30 pm Eastern Time) on Thursday, April 30, 2026. Interested parties may access the live webcast via the Investor Info section of Illumina’s website or directly through the following link - https://illumina-earnings-call-q1-2026.open-exchange.net/. To ensure timely connection, please join at least ten minutes before the scheduled start of the call. A replay of the conference call will be posted on Illumina’s website after the event and will be available for at least 30 days following.

Statement regarding use of non-GAAP financial measures

The company reports non-GAAP results for diluted earnings per share, gross margin, operating margin, and free cash flow, among others, in addition to, and not as a substitute for, or superior to, financial measures calculated in accordance with GAAP. The company’s financial measures under GAAP include substantial charges such as amortization of acquired intangible assets, among others, that are listed in the reconciliations of GAAP and non-GAAP financial measures included in this press release. Management has excluded the effects of these items in non-GAAP measures to assist investors in analyzing and assessing past and future operating performance. Non-GAAP operating margin and diluted earnings per share are key components of the financial metrics utilized by the company’s board of directors to measure, in part, management’s performance and determine significant elements of management’s compensation.

The company encourages investors to carefully consider its results under GAAP, as well as its supplemental non-GAAP information and the reconciliation between these presentations, to more fully understand its business. Reconciliations between GAAP and non-GAAP results are presented in the tables of this release.

Use of forward-looking statements

This release may contain forward-looking statements that involve risks and uncertainties. Among the important factors to which our business is subject that could cause actual results to differ materially from those in any forward-looking statements are: (i) changes in the rate of growth in the markets we serve, including the proteomics market; (ii) the volume, timing and mix of customer orders among our products and services; (iii) our ability to adjust our operating expenses to align with our revenue expectations; (iv) our ability to successfully integrate SomaLogic, Inc. and certain other assets we acquired from Standard BioTools Inc. (the SomaLogic Business) into our existing operations and the SomaLogic Business’ technology and products into our portfolio; (v) our ability to successfully manage partner and customer relationships in the proteomics market; (vi) uncertainty regarding the impact of our inclusion on the “unreliable entities list” by regulatory authorities in China; (vii) uncertainty regarding tariffs imposed or threatened by the U.S. government and its trading partners, related court proceedings or administrative actions (including potential refund or relief programs), and other possible tariffs or trade protection measures and our efforts to mitigate the impact of such tariffs; (viii) our ability to manufacture robust instrumentation and consumables, including the SomaLogic Business’ products; (ix) the success of products and services competitive with our own; (x) challenges inherent in developing, manufacturing, and launching new products and services, including expanding or modifying manufacturing operations and reliance on third-party suppliers for critical components; (xi) the impact of recently launched or pre-announced products and services on existing products and services; (xii) our ability to modify our business strategies to accomplish our desired operational goals; (xiii) our ability to realize the anticipated benefits from prior or future actions to streamline and improve our R&D processes, reduce our operating expenses and maximize our revenue growth; (xiv) our ability to further develop and commercialize our instruments, consumables, and products; (xv) to deploy new products, services, and applications, and to expand the markets for our technology platforms; (xvi) the risk of additional litigation arising against us in connection with the GRAIL acquisition; (xvii) our ability to obtain approval by third-party payors to reimburse patients for our products; (xviii) our ability to obtain regulatory clearance for our products from government agencies; (xix) our ability to successfully partner with other companies and organizations to develop new products, expand markets, and grow our business; (xx) uncertainty, or adverse economic and business conditions, including as a result of slowing or uncertain economic growth or armed conflict; (xxi) the application of generally accepted accounting principles, which are highly complex and involve many subjective assumptions, estimates, and judgments; and (xxii) legislative, regulatory and economic developments, together with other factors detailed in our filings with the Securities and Exchange Commission, including our most recent filings on Forms 10-K and 10-Q, or in information disclosed in public conference calls, the date and time of which are released beforehand. We undertake no obligation, and do not intend, to update these forward-looking statements, to review or confirm analysts’ expectations, or to provide interim reports or updates on the progress of the current quarter.

About Illumina

Illumina is improving human health by unlocking the power of the genome. Our focus on innovation has established us as a global leader in DNA sequencing and array-based technologies, serving customers in the research, clinical, and applied markets. Our products are used for applications in the life sciences, oncology, reproductive health, agriculture, and other emerging segments. To learn more, visit www.illumina.com and connect with us on X, Facebook, LinkedIn, Instagram, TikTok, and YouTube.

# # #

Illumina, Inc.

Condensed Consolidated Balance Sheets

(In millions)

March 29,

2026 December 28,

2025

ASSETS (unaudited)

Current assets:

Cash and cash equivalents $ 1,089 $ 1,418

Short-term investments 66 215

Accounts receivable, net 738 854

Inventory, net 611 564

Prepaid expenses and other current assets 234 238

Total current assets 2,738 3,289

Property and equipment, net 755 759

Operating lease right-of-use assets 371 370

Goodwill 1,284 1,113

Intangible assets, net 430 210

Deferred tax assets, net 458 454

Other assets 523 449

Total assets $ 6,559 $ 6,644

LIABILITIES AND STOCKHOLDERS’ EQUITY

Current liabilities:

Accounts payable $ 218 $ 240

Accrued liabilities 849 846

Term debt, current portion 499 499

Total current liabilities 1,566 1,585

Operating lease liabilities 475 486

Term debt 1,490 1,490

Other long-term liabilities 352 360

Stockholders’ equity 2,676 2,723

Total liabilities and stockholders’ equity $ 6,559 $ 6,644

Illumina, Inc.

Condensed Consolidated Statements of Operations

(In millions, except per share amounts)

(unaudited)

Three Months Ended

March 29,

2026 March 30,

2025

Revenue:

Product revenue $ 917 $ 880

Service and other revenue 174 161

Total revenue 1,091 1,041

Cost of revenue:

Cost of product revenue 273 253

Cost of service and other revenue 80 88

Amortization of acquired intangible assets 17 17

Total cost of revenue 370 358

Gross profit 721 683

Operating expense:

Research and development 240 252

Selling, general and administrative 272 267

Total operating expense 512 519

Income from operations 209 164

Other (expense) income, net (52) 18

Income before income taxes 157 182

Provision for income taxes 23 51

Net income $ 134 $ 131

Earnings per share:

Basic $ 0.88 $ 0.83

Diluted $ 0.87 $ 0.82

Shares used in computing earnings per share:

Basic 153 159

Diluted 154 159

Illumina, Inc.

Condensed Statements of Cash Flows

(In millions)

(unaudited)

Three Months Ended

March 29,

2026 March 30,

2025

Net cash provided by operating activities $ 289 $ 240

Net cash used in investing activities (366) (63)

Net cash used in financing activities (251) (195)

Effect of exchange rate changes on cash and cash equivalents (1) 4

Net decrease in cash and cash equivalents (329) (14)

Cash and cash equivalents, beginning of period 1,418 1,127

Cash and cash equivalents, end of period $ 1,089 $ 1,113

Calculation of free cash flow:

Net cash provided by operating activities $ 289 $ 240

Purchases of property and equipment (38) (32)

Free cash flow (a) $ 251 $ 208

(a)Free cash flow, which is a non-GAAP financial measure, is calculated as net cash provided by operating activities reduced by purchases of property and equipment. Free cash flow is useful to management as it is one of the metrics used to evaluate our performance and to compare us with other companies in our industry. However, our calculation of free cash flow may not be comparable to similar measures used by other companies.

Illumina, Inc.

Results of Operations - Non-GAAP

(unaudited)

TABLE 1: RECONCILIATION OF REVENUE GROWTH:

Three Months Ended

March 29,

2026

Revenue growth 4.8 %

Impact of acquisitions

(1.7) %

Impact of currency exchange rates

(1.9) %

Organic revenue growth (non-GAAP) (a)

1.2 %

Impact of China 2.3 %

ROW organic revenue growth (non-GAAP) (a) 3.5 %

TABLE 2: RECONCILIATION OF GAAP AND NON-GAAP DILUTED EARNINGS PER SHARE:

Three Months Ended

March 29,

2026 March 30,

2025

GAAP diluted earnings per share $ 0.87 $ 0.82

Acquisition-related costs (d)

0.15 0.09

Transformational initiatives (e)

0.04 0.19

Strategic investment loss (gain), net (f)

0.24 (0.21)

Other (g)

— 0.03

Provision for income taxes (h)

(0.15) 0.05

Non-GAAP diluted earnings per share (b) $ 1.15 $ 0.97

TABLE 3: RECONCILIATION OF GAAP AND NON-GAAP RESULTS OF OPERATIONS AS A PERCENT OF REVENUE:

Three Months Ended

(Dollars in millions)

March 29, 2026 March 30, 2025

GAAP gross profit (c)

$ 721 66.1 % $ 683 65.6 %

Acquisition-related costs (d)

23 2.1 % 17 1.6 %

Transformational initiatives (e)

— — % 2 0.2 %

Non-GAAP gross profit (b) $ 744 68.2 % $ 702 67.4 %

GAAP operating profit $ 209 19.2 % $ 164 15.8 %

Acquisition-related costs (d)

24 2.2 % 13 1.2 %

Transformational initiatives (e)

6 0.5 % 30 3.0 %

Other (g)

— — % 5 0.4 %

Non-GAAP operating profit (b) $ 239 21.9 % $ 212 20.4 %

(a)Organic revenue growth adjusts for the impact from acquisitions and currency movements, which is calculated using comparative prior period foreign exchange rates to translate current period revenue, net of the effects of hedges; Rest of World (ROW) organic revenue growth also adjusts for the impact from our China region.

(b)Non-GAAP gross profit, included within non-GAAP operating profit, is a key measure of the effectiveness and efficiency of manufacturing processes, product mix and the average selling prices of our products and services. Non-GAAP diluted earnings per share and non-GAAP operating profit exclude the effects of the pro forma adjustments as detailed above. Non-GAAP operating margin and diluted earnings per share are key components of the financial metrics utilized by the company’s board of directors to measure, in part, management’s performance and determine significant elements of management’s compensation. Management has excluded the effects of these items in these measures to assist investors in analyzing and assessing past and future operating performance.

(c)Reconciling amounts are recorded in cost of revenue.

(d)Amounts for Q1 2026 consist primarily of $17 million for amortization of intangible assets (cost of revenue), $15 million related primarily to legal and other expenses for the SomaLogic acquisition (operating expense), and $6 million related to the amortization of an inventory fair value step-up recognized in SomaLogic purchase accounting (cost of revenue), offset by $16 million for fair value adjustments on our contingent consideration liabilities (operating expense). Amounts for Q1 2025 consist of $17 million for amortization of intangible assets (cost of revenue) and $7 million related primarily to legal expenses for the GRAIL acquisition (operating expense), offset by $11 million for fair value adjustments on our contingent consideration liabilities (operating expense).

(e)Amounts for Q1 2026 consist primarily of costs related to implementation efforts to upgrade our ERP system. Amounts for Q1 2025 consist primarily of employee severance costs related to restructuring activities.

(f)Amounts consist of realized and unrealized gains (losses) and impairments on our investments.

(g)Amount consists of $3 million for costs related to board membership changes and $2 million for legal accrual.

(h)Amounts represent the aggregate of the difference between book and tax accounting related to stock-based compensation cost and the tax impact related to non-GAAP adjustments.

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Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as soliciting material pursuant to Rule 14a-12 under the Exchange Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 14a

-Subsection 12

+ Details

Name:

dei_SolicitingMaterial

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

Period Type:

duration

- Definition

Trading symbol of an instrument as listed on an exchange.

+ References

No definition available.

+ Details

Name:

dei_TradingSymbol

Namespace Prefix:

dei_

Data Type:

dei:tradingSymbolItemType

Balance Type:

Period Type:

duration

- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as written communications pursuant to Rule 425 under the Securities Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Securities Act

-Number 230

-Section 425

+ Details

Name:

dei_WrittenCommunications

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

Period Type:

duration