Illumina, Inc. Settles Delaware Lawsuit Over GRAIL Deal; Dismissal Hearing Set

What Happened

• Illumina announced it entered a Release Agreement effective August 21, 2025 to settle the Delaware lawsuit Icahn Partners LP, et al. v. Francis DeSouza, et al. (C.A. No. 2023-1045-PAF) relating to Illumina’s acquisition of GRAIL, Inc.
• The named defendants (including CEO Francis deSouza and several directors) deny wrongdoing. The agreement calls for mutual releases but involves no cash payment by any party. The settlement would dismiss the Action with prejudice as to the Plaintiffs only and without prejudice to other Illumina stockholders.
• The parties will seek Court approval of the dismissal; the Court of Chancery of Delaware will hold a hearing on the proposed dismissal on November 2, 2026 at 1:30 p.m. ET. A Notice of Pendency and Proposed Dismissal was filed as Exhibit 99.1.

Key Details

• Effective date of Release Agreement: August 21, 2025.
• Case: Icahn Partners LP, et al. v. Francis DeSouza, et al., C.A. No. 2023-1045-PAF (Del. Ch.).
• Settlement terms: mutual releases, no monetary payment, dismissal with prejudice as to the Plaintiffs only; other stockholders’ rights preserved.
• Dismissal hearing scheduled for November 2, 2026 at 1:30 p.m. Eastern.

Why It Matters

• The filing reduces litigation uncertainty from the named plaintiffs' challenge to the GRAIL acquisition without any cash settlement, which limits immediate financial impact on Illumina.
• Because the dismissal (if approved) applies only to the plaintiffs in this action and is without prejudice to other stockholders, additional shareholder litigation or claims could still arise, leaving some legal risk unresolved.
• Investors should note the court hearing date and that the company characterized the agreement as a way to avoid further litigation expense and uncertainty; the defendants continue to deny any liability.