Form 8-K · Current report
Marvell Technology 8-K, filed Nov 2, 2026
- Filed
- CIK
- 0001835632
- Accession no.
- 0001193125-26-442717
Summary
Marvell Technology entered into a definitive merger agreement to acquire Lumentum Holdings in a two-step merger, with Lumentum stockholders receiving 4.500 shares of Marvell common stock per Lumentum share. The transaction is subject to Marvell and Lumentum stockholder approvals, HSR Act clearance, and other regulatory approvals.
Key points
- Marvell Technology's board unanimously approved the merger agreement and recommended that Marvell stockholders approve the share issuance and a charter amendment to increase authorized shares.
- Lumentum common stockholders would receive 4.500 shares of Marvell common stock for each Lumentum share, with cash in lieu of fractional shares.
- Completion is conditioned on Lumentum stockholder adoption of the merger agreement, Marvell stockholder approval of the share issuance and charter amendment, HSR Act clearance, other regulatory approvals, and an effective Form S-4, among other conditions.
- The merger agreement has an outside date of November 1, 2027, extendable to February 1, 2028, May 1, 2028, and August 1, 2028 in certain circumstances if required regulatory approvals have not been obtained.
Written by an AI model from the filing text. It can be incomplete or wrong; the filing on SEC.gov is the record.
Items reported
- 1.01Entry into a Material Definitive Agreement
- 9.01Financial Statements and Exhibits
From the filing
Item 1.01. Entry Into a Material Definitive Agreement. The Merger On November 1, 2026, Marvell Technology, Inc., a Delaware corporation (“Marvell”) entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Lumentum Holdings Inc., a Delaware corporation (“Lumentum”), Java Merger Sub, Inc., a Delaware corporation and a wholly owned subsidiary of Marvell (“Merger Sub I”) and Java Merger Sub II, Inc., a Delaware corporation and a wholly owned subsidiary of Marvell (“Merger Sub II” and together with Merger Sub I, each a “Merger Sub” and collectively the “Merger Subs”). …
An excerpt of the text as filed with the SEC, cut for length.
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