Form 8-K · Current report
Lumentum 8-K, filed Nov 2, 2026
- Filed
- CIK
- 0001633978
- Accession no.
- 0001193125-26-442758
Summary
Lumentum Holdings Inc. and Marvell Technology, Inc. have entered into a definitive merger agreement under which Marvell will acquire Lumentum in a stock-for-stock transaction, with Lumentum becoming a wholly owned subsidiary of Marvell. Lumentum's board unanimously approved the deal and recommends that its stockholders adopt the merger agreement, with each Lumentum common share converting into 4.500 shares of Marvell common stock.
Key points
- Each Lumentum common share will convert into 4.500 shares of Marvell common stock, with cash in lieu of fractional shares.
- Outstanding Lumentum equity awards will convert into equivalent Marvell awards, except performance stock units become time-vesting restricted stock units.
- Completion requires Lumentum and Marvell stockholder approvals, HSR Act clearance and other regulatory approvals, and other customary conditions.
- Marvell will pay Lumentum a $5.8 billion termination fee in specified circumstances, including if Marvell's board withdraws its recommendation or Marvell terminates to accept a superior proposal.
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
- 5.02Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
- 7.01Regulation FD Disclosure
- 9.01Financial Statements and Exhibits
From the filing
Item 1.01. Entry Into a Material Definitive Agreement. The Merger On November 1, 2026, Lumentum Holdings Inc., a Delaware corporation (“Lumentum” or the “Company”), entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Marvell Technology, Inc., a Delaware corporation (“Marvell”), 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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