Lumentum Holdings Inc. filed an 8-K on November 2, 2026, disclosing that on November 1, 2026, it entered into an Agreement and Plan of Merger with Marvell Technology, Inc. under which each share of Lumentum common stock would be converted into 4.500 shares of Marvell common stock.

Key Highlights

  • Merger Agreement signed November 1, 2026: Lumentum Holdings Inc. and Marvell Technology, Inc. entered into an Agreement and Plan of Merger, with two wholly owned Marvell subsidiaries serving as merger parties.
  • Exchange ratio set at 4.500 shares: Each share of Lumentum common stock (par value $0.001) will be converted into the right to receive 4.500 shares of Marvell common stock (par value $0.002), with cash paid in lieu of fractional shares.
  • Preferred stockholder election available: Holders of Lumentum Series A Convertible Preferred Stock may elect to receive one share of Marvell Series B Convertible Preferred Stock per share, rather than Marvell common stock at the exchange ratio.
  • Unanimous board approval: The Lumentum Board of Directors unanimously approved the Merger Agreement, determined the transaction to be fair and in the best interests of Lumentum and its stockholders, and resolved to recommend stockholder adoption of the Merger Agreement.
  • Equity awards to be converted: Outstanding Lumentum stock options, restricted stock units, and performance stock units will be converted into equivalent Marvell equity awards using the 4.500 exchange ratio, with performance stock units converting into time-vesting restricted stock units only.
  • Three Lumentum board designees to join Marvell Board: Effective immediately following closing, Marvell will appoint three individuals designated by Lumentum from its current board to the Marvell Board of Directors.
  • Joint Form S-4 and proxy statement planned: Marvell and Lumentum will jointly prepare and file a registration statement on Form S-4, including a joint proxy statement for stockholder meetings at both companies.

Lumentum-Marvell Merger Agreement: Structure, Consideration, and Key Terms

According to the filing, Lumentum Holdings Inc. (NASDAQ:LITE) entered into the Merger Agreement on November 1, 2026, with Marvell Technology, Inc. and two wholly owned Marvell subsidiaries, Java Merger Sub, Inc. ("Merger Sub I") and Java Merger Sub II, Inc. ("Merger Sub II"). The filing describes a two-step structure: Merger Sub I will first merge with and into Lumentum, with Lumentum continuing as the surviving corporation and becoming a wholly owned subsidiary of Marvell. Promptly thereafter, Lumentum will merge with and into Merger Sub II, with Merger Sub II as the second surviving corporation.

The merger consideration for common stockholders is fixed at an exchange ratio of 4.500 shares of Marvell common stock for each share of Lumentum common stock, with cash paid in lieu of any fractional shares. For holders of Lumentum Series A Convertible Preferred Stock, the filing states they may elect to receive either Marvell common stock calculated at the same exchange ratio, or one share of Marvell Series B Convertible Preferred Stock per share held. The filing notes that the Marvell Series B Preferred Stock "is intended to have the same terms and rights as the Lumentum Series A Preferred Stock, except that each share is convertible for the Preferred Common Stock Merger Consideration." Marvell common stock issued in the merger will be listed on the Nasdaq Global Select Market, according to the filing.

The filing discloses that non-employee director restricted stock units of Lumentum outstanding at the effective time will be cancelled and converted into the right to receive the Common Stock Merger Consideration, rather than being converted into equivalent Marvell equity awards. Pre-closing covenants described in the filing include both companies conducting business in the ordinary course, cooperating to obtain regulatory approvals, holding stockholder meetings for required approvals, and refraining from soliciting or participating in discussions regarding alternative transactions with third parties, subject to certain exceptions outlined in the Merger Agreement. The filing is also designated as a written communication pursuant to Rule 425 under the Securities Act.

What Was Disclosed

Lumentum Holdings Inc. disclosed the signing of a merger agreement with Marvell Technology, Inc. on November 1, 2026, providing for an all-stock transaction at a fixed exchange ratio of 4.500 Marvell shares per Lumentum share, subject to stockholder and regulatory approvals.