ILLUMINA, INC.

SomaLogic Acquisition

On January 30, 2026, we acquired SomaLogic, a proteomics company that provides high-throughput protein measurement technology and related data analysis services, and other specified assets from Standard BioTools. We expect the acquisition to enhance our presence in the proteomics market and advance our multiomics strategy.

The total purchase price, inclusive of a preliminary net working capital adjustment, consisted of the following:

Standard BioTools is eligible to receive up to $75 million in milestone payments, comprised of up to $25 million based on 2025 performance and up to $50 million based on 2026 performance, due upon the achievement of specified targets for net revenue generated from SOMAmer-based assay services and related products (the Milestone Contingent Consideration). In addition, Standard BioTools is entitled to receive a 2% royalty on net revenues generated from sales of SOMAmer-based next-generation sequencing (NGS) library preparation kits, paid quarterly for 10 years starting at the acquisition date and through January 2036 (the Royalty Contingent Consideration). The aggregate acquisition date fair value of these contingent consideration arrangements was $81 million. See note 4. Investments and Fair Value Measurements for additional information.

We are still finalizing the allocation of the purchase price. Therefore, the preliminary fair value estimates assigned to intangible assets, goodwill, and the related tax impacts of the acquisition, among other items, are subject to change as additional information is received to complete our analysis and certain tax returns are finalized. We expect to finalize the allocation as soon as practicable, but no later than one year after the acquisition date.

The preliminary fair values of assets acquired and liabilities assumed were:

(1)Includes $22 million of inventory that is classified as noncurrent. See note 7. Supplemental Balance Sheet Details for more information.

Goodwill is primarily attributable to assembled workforce, expanded market opportunities, and expected synergies to be achieved. We expect that the entire amount of goodwill recognized will be deductible for tax purposes.

The preliminary fair values assigned to identifiable intangible assets acquired were as follows:

The fair values of the developed technology, trade name and customer relationships were estimated using an income approach. Under the income approach, an intangible asset’s fair value is equal to the present value of future economic benefits to be derived from ownership of the asset. The estimated fair values were developed by discounting future net cash flows to their present value at market-based rates of return. The useful lives of the intangible assets for amortization purposes were determined by considering the period of expected cash flows used to measure the fair values of the intangible assets adjusted as appropriate for entity-specific factors. The acquired intangible assets are amortized on a straight-line basis over their estimated useful lives.

The transaction costs associated with the acquisition consisted primarily of legal, regulatory and financial advisory fees of $7 million in Q1 2026, which were expensed as incurred as selling, general and administrative expense.

Unaudited Pro Forma Financial Information

The following unaudited pro forma financial information summarizes the combined results of operations of Illumina and SomaLogic as if the companies had been combined as of the beginning of our fiscal year 2025.

The unaudited pro forma financial information is presented for informational purposes only and is not indicative of the results of operations that would have been achieved had the acquisition been completed at the beginning of our fiscal year 2025. In addition, the unaudited pro forma financial information is not a projection of future results of operations of the combined company nor does it reflect the expected realization of any synergies or cost savings associated with the acquisition. The unaudited pro forma financial information includes adjustments to reflect the elimination of intercompany transactions, incremental amortization and depreciation expense of the intangible assets and property and equipment acquired, respectively, acquisition-related transaction costs, and purchase accounting adjustments to reflect fair value step-up adjustments for inventory and fixed assets, among other items.

Intangible Assets

The following is a summary of our identifiable intangible assets:

During Q1 2026, we acquired an intellectual property portfolio for total consideration of $50 million, which was assigned to an individual intangible asset that is amortized on a straight-line basis over an estimated useful life of 14 years. A cost accumulation model is used to determine the cost of an asset acquisition. Direct transaction costs are recognized as part of the cost of an asset acquisition. The cost of an asset acquisition, including transaction costs, is allocated to identifiable assets acquired and liabilities assumed based on a relative fair value basis. Goodwill is not recognized in an asset acquisition. Any difference between the cost of an asset acquisition and the fair value of the net assets acquired is allocated to the non-monetary identifiable assets based on their relative fair values.

The estimated future annual amortization of intangible assets is shown in the following table. Actual amortization expense to be reported in future periods could differ from these estimates as a result of acquisitions, divestitures, and asset impairments, among other factors.

Goodwill

Changes to goodwill during Q1 2026 were as follows: