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

Key Highlights

  • Merger agreement signed: Lumentum Holdings Inc. and Marvell Technology, Inc. entered into the Agreement and Plan of Merger on November 1, 2026.
  • Exchange ratio: 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 in lieu of fractional shares.
  • Preferred stock option: 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 the common stock consideration.
  • Board unanimity: The Lumentum Board unanimously approved the Merger Agreement and resolved to recommend that stockholders adopt it.
  • Post-closing board seats: Marvell will appoint three Lumentum board designees to the Marvell Board immediately following the effective time.
  • Equity award conversion: 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.
  • Regulatory and stockholder approvals required: Both companies must hold stockholder meetings to seek requisite approvals, and both will cooperate to obtain required regulatory clearances.

Lumentum and Marvell Outline Terms of All-Stock Combination

According to the filing, Lumentum Holdings Inc. (NASDAQ:LITE), a maker of optical and photonic products used in communications and commercial laser applications, entered into the Merger Agreement with Marvell Technology, Inc. on November 1, 2026. Under the structure disclosed, Marvell's wholly owned subsidiary, Java Merger Sub, Inc. ("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 after that step, the surviving corporation will merge into a second Marvell subsidiary, Java Merger Sub II, Inc. ("Merger Sub II").

The filing states that each outstanding share of Lumentum Common Stock (par value $0.001 per share) will be converted into 4.500 shares of Marvell Common Stock (par value $0.002 per share), with cash paid in lieu of any fractional Marvell shares. For Lumentum's Series A Convertible Preferred Stock, holders may elect to receive either the equivalent common stock consideration calculated using the same 4.500 Exchange Ratio or, alternatively, one share of Marvell Series B Convertible Preferred Stock. 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 to be issued will be listed on the Nasdaq Global Select Market, according to the filing.

Regarding equity awards, the filing discloses that outstanding Lumentum stock options, restricted stock units, and performance stock units will convert into equivalent Marvell awards, preserving vesting conditions. Performance stock units will convert into time-vesting restricted stock units. The number of shares subject to each converted award will be determined by multiplying the applicable Lumentum share count by the 4.500 Exchange Ratio, while option exercise prices will be divided by that same ratio. Restricted stock units held by non-employee Lumentum directors will instead be cancelled and converted into the right to receive the Common Stock Merger Consideration. Both companies plan to file a joint proxy statement and registration statement on Form S-4 with the SEC.

What Was Disclosed

Lumentum disclosed the execution of a merger agreement with Marvell Technology on November 1, 2026, detailing the 4.500-share exchange ratio, preferred stock election mechanics, equity award conversion terms, a planned joint Form S-4 filing, and post-closing board representation for three Lumentum designees.