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

Key Highlights

  • Exchange ratio set at 4.500: Each share of Lumentum common stock will convert into 4.500 shares of Marvell common stock, with cash paid in lieu of fractional shares.
  • Two-step merger structure: Merger Sub I will first merge into Lumentum, and then Lumentum will merge into Merger Sub II, which will be the second surviving corporation.
  • Preferred stock election available: Holders of Lumentum Series A Convertible Preferred Stock may elect to receive one share of newly created Marvell Series B Convertible Preferred Stock per Lumentum preferred share instead of common stock consideration.
  • Three Lumentum board designees joining Marvell Board: Marvell agreed to appoint three individuals designated by Lumentum from among current Lumentum directors to the Marvell Board immediately following closing.
  • 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.
  • Marvell Board acted unanimously: According to the filing, the Marvell Board unanimously approved the Merger Agreement, declared it advisable, and resolved to recommend stockholder approval of the Charter Amendment and Share Issuance.
  • Joint Form S-4 to be filed: Marvell and Lumentum will jointly prepare and file a registration statement on Form S-4, which will include a joint proxy statement for each company's stockholder meeting.

Marvell and Lumentum Merger Terms and Governance Changes Explained

According to the filing, Marvell Technology, Inc. (NASDAQ:MRVL), a Delaware corporation headquartered at 1000 N. West Street, Suite 1200, Wilmington, Delaware, signed the Merger Agreement with Lumentum Holdings Inc. on November 1, 2026. The transaction is structured as an all-stock deal in which Lumentum stockholders receive Marvell common stock, par value $0.002 per share, at a fixed exchange ratio of 4.500 shares for each Lumentum common share they hold. Marvell common stock to be issued in connection with the merger will be listed on the Nasdaq Global Select Market, the filing stated.

The merger structure involves two steps. First, Marvell's wholly owned subsidiary Java Merger Sub, Inc. will merge into Lumentum, leaving Lumentum as the surviving corporation and a wholly owned Marvell subsidiary. Promptly after that first step, Lumentum will then merge into a second wholly owned subsidiary, Java Merger Sub II, Inc., which will serve as the second surviving corporation. The filing also disclosed that Marvell's Second Amended and Restated Certificate of Incorporation will need to be amended to increase the number of authorized shares of Marvell common stock to support the Share Issuance.

Regarding equity awards, the filing specified that each Lumentum stock option's exercise price will be adjusted by dividing the original exercise price by the 4.500 exchange ratio, and the number of shares underlying each converted award will be multiplied by that same ratio. Performance stock units will be converted solely into time-vesting restricted stock units, with performance measured through the Effective Time. Non-employee Lumentum directors holding restricted stock units will instead receive the Common Stock Merger Consideration in cash upon cancellation of those units. The filing noted that both companies are required, subject to certain exceptions, to conduct their businesses in the ordinary course prior to closing and to cooperate in seeking required regulatory approvals.

What Was Disclosed

Marvell Technology disclosed entry into a definitive all-stock merger agreement with Lumentum Holdings on November 1, 2026, setting a 4.500 share exchange ratio, describing equity award treatment, outlining post-closing board composition changes, and announcing plans for a joint Form S-4 registration statement.