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Illumina Inc美股招股说明书(2026-08-10版)

2026-08-10 美股招股说明书 落枫
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PROSPECTUS SUPPLEMENT(to Prospectus Dated September 4, 2024) We are offering $aggregate principal amount of% notes due 20(the “Notes”). Interest on the Notes is payablesemiannually in arrears onandof each year, beginning on, 2027. The Notes will mature on,20. We may redeem some or all of the Notes, at any time and from time to time, at our option at the redemption pricecalculated as described in this prospectus supplement. See “Description of Notes — Optional Redemption” in this prospectussupplement. If a change of control triggering event occurs with respect to the Notes, we will be required to offer to purchase allof the Notes from the holders at a purchase price equal to 101% of the principal amount thereof plus accrued and unpaid interestto, but excluding, the purchase date. See “Description of Notes — Change of Control Triggering Event” in this prospectussupplement. The Notes will be our unsecured and unsubordinated obligations and will rank equally with all of our other unsecured andunsubordinated indebtedness from time to time outstanding. The Notes will be issued only in book-entry form in minimumdenominations of $2,000 and integral multiples of $1,000 in excess thereof. The Notes are a new issue of securities with no established trading market. We do not intend to list the Notes on any securitiesexchange. Investing in the Notes involves risks. You should read carefully the entire accompanying prospectusand this prospectus supplement and the documents incorporated by reference herein and therein,including the section entitled “Risk Factors” beginning on page S-5 of this prospectus supplement. Neither the United States Securities and Exchange Commission nor any other state securities commission has approvedor disapproved of the Notes or passed upon the accuracy or adequacy of this prospectus supplement or theaccompanying prospectus. Any representation to the contrary is a criminal offense. (1)Plus accrued interest, if any, from, 2026, if settlement occurs after that date. See “Underwriting (Conflicts ofInterest) — Extended Settlement”. The information contained in this preliminary prospectus supplement is not complete and may be changed. This preliminary prospectus supplement andthe accompanying prospectus are not an offer to sell the senior notes and are not soliciting an offer to buy the senior notes offered hereby in anyjurisdiction where the offer or sale is not permitted.We expect the Notes to be delivered in book-entry form only through the facilities of The Depository Trust Company for theaccounts of its participants, including Clearstream Banking S.A. and Euroclear Bank SA/NV, against payment in New York,New York on or about, 2026, which is the fifth U.S. business day following the date of this prospectus supplement (suchsettlement being referred to as “T+5”). See “Underwriting (Conflicts of Interest) — Extended Settlement.” Joint Book-Running Managers Citigroup Table of Contents We have not, and the underwriters have not, authorized anyone to provide you with different or additional information from that contained orincorporated by reference in this prospectus supplement or the accompanying prospectus or any free writing prospectus to which we have referred you.We take no responsibility for, and can provide no assurance as to the reliability of, any information that others may give. This prospectus supplementand the accompanying prospectus do not constitute an offer to sell or the solicitation of an offer to buy any securities other than the securities describedin this prospectus supplement or an offer to sell or the solicitation of an offer to buy those securities in any circumstances in which such offer orsolicitation is unlawful. Neither the delivery of this prospectus supplement, the accompanying prospectus or any free writing prospectus prepared by usto which we have referred you, nor any sale made hereunder and thereunder shall, under any circumstances, create any implication that there has beenno change in our affairs since the date hereof or thereof or that the information contained or incorporated by reference herein or therein is correct as ofany time subsequent to the date of such information. Unless the context indicates otherwise, all references in this prospectus supplement and the accompanying prospectus to “we,” “us,” “our” and“Illumina” refer to Illumina, Inc., our consolidated subsidiaries or to all of them taken as a whole. Table of Contents TABLE OF CONTENTS Prospectus Supplement ABOUT THIS PROSPECTUS SUPPLEMENTFORWARD-LOOKING STATEMENTSWHERE YOU CAN FIND MORE INFORMATIONDOCUMENTS INCORPORATED BY REFERENCESUMMARYRISK FACTORSUSE OF PROCEEDSDESCRIPTION OF NOTESMATERIAL UNITED STATES FEDERAL TAX CONSIDERATIONSUNDERWRITING (CONFLICTS OF INTEREST)LEGAL MATTERSEXPERTS Prospectus ABOUT THIS PROSPECTUSRISK FACTORSDISCLOSURE REGARDING FORWARD-LOOKING STATEMENTSDOCUMENTS INCORPORATED BY REFERENCE INTO THIS PROSPECTUSTHE COMPANYUSE OF PROCEEDSDESCRIPTION OF SECURIT