Lumentum Holdings Inc. filed a Form 425 on November 9, 2026, disclosing social media posts and a transcript of a CNBC Power Lunch interview with Chief Executive Officer Michael Hurlston that aired November 6, 2026, concerning the company's proposed all-stock acquisition by Marvell Technology Inc.

Key Highlights

  • All-stock deal terms: Lumentum shareholders would receive 4.5 Marvell shares for every one Lumentum share, according to the filing.
  • Share decline: Kelly Evans noted on air that Lumentum shares were "down nearly 40% this week" at the time of the interview.
  • Breakup fees: The interview referenced a breakup fee of "almost $6 billion" if Marvell walks away and "almost $3 billion" if Lumentum does.
  • Regulatory timeline: Hurlston acknowledged the deal "could take 12 to 18 months" to close, citing potential regulatory hurdles including in China.
  • Sequential growth: Hurlston stated the company "showed nearly 20% sequential growth on the quarter" with margin expansion in both gross margin and operating margin.
  • Growth driver: Hurlston described the shift from electrical to optical technology, including within existing data centers, as the primary long-term growth driver for Lumentum and Marvell through 2027, 2028, and 2029.

Hurlston Defends Marvell Transaction Amid Market Sell-Off

The Form 425 filing reproduces social media posts published by Lumentum on LinkedIn, X, and Facebook on November 9, 2026, as well as a full transcript of CEO Michael Hurlston's appearance on CNBC's Power Lunch on November 6, 2026. The posts directed viewers to a clip of the interview and related news, with Lumentum's LinkedIn account noted as having 94,901 followers at the time of publication.

During the interview, host Kelly Evans described the proposed Marvell transaction as "one of Marvell's biggest acquisitions ever" and noted the all-stock structure complicated the deal's economics as Marvell's share price declined. Hurlston acknowledged the timing was difficult but said, according to the filing, that "our board of directors never considered anything but taking all stock," adding that the company's due diligence included reviewing Marvell's design wins and books. He characterized Marvell as being "on an excellent trajectory."

On the regulatory outlook, Hurlston said the approval process would be "the biggest challenge" but expressed confidence based on his own prior experience selling a company in a "very tough regulatory environment" and Marvell CEO Matt Murphy's track record. Regarding business demand, Hurlston stated "there's a massive disconnect between what we're seeing in our demand book and what the markets are showing," and said the company was not seeing any slowdown in its backlog. He added that the company's results, which included the sequential growth figure and margin expansion, were overshadowed by the deal announcement and the broader market downturn.

What Was Disclosed

Lumentum filed a Form 425 disclosing externally published social media posts and a CNBC interview transcript in which CEO Michael Hurlston discussed the pending all-stock Marvell acquisition, deal structure, regulatory risks, and current business demand conditions.