Lumentum Holdings Inc. filed a Rule 425 communication on November 2, 2026, disclosing that social media posts related to its proposed transaction with Marvell Technology Inc. were made available externally via LinkedIn and X on that date.

Key Highlights

  • Subject company: Lumentum Holdings Inc. filed the communication pursuant to Rule 425 under the Securities Act of 1933, with Lumentum itself listed as the subject company under Commission File No. 001-36861.
  • Proposed transaction: The filing discloses a proposed transaction between Marvell Technology Inc. and Lumentum Holdings Inc., referred to throughout as "the Transaction."
  • Registration statement planned: According to the filing, Marvell intends to file a registration statement on Form S-4 that will include a joint proxy statement and prospectus for stockholders of both companies.
  • Social media disclosures: The filing states that a Corporate LinkedIn Post and a Lumentum Corporate X Post were made available externally on November 2, 2026.
  • Lumentum proxy statement: The filing references Lumentum's proxy statement for its 2026 Annual Meeting of Stockholders, which was filed on October 6, 2026.
  • Marvell proxy and annual report: Marvell's 2026 Annual Meeting proxy was filed on May 13, 2026, and Marvell's annual report for the fiscal year ended January 31, 2026, was filed on March 11, 2026, according to the communication.

Lumentum and Marvell Disclose Proposed Combination in Rule 425 Filing

Lumentum Holdings Inc., a provider of optical and photonic products serving the semiconductor and optical networking industries, filed this communication pursuant to Rule 425 under the Securities Act of 1933 and Rule 14a-12 under the Securities Exchange Act of 1934. The filing relates to a proposed transaction between Lumentum and Marvell Technology Inc., a semiconductor company. The communication confirms that Lumentum made social media posts available externally via LinkedIn and X on November 2, 2026, in connection with the Transaction.

According to the filing, Marvell intends to file a Form S-4 registration statement with the SEC that will contain a joint proxy statement and prospectus for stockholders of both Marvell and Lumentum. The definitive version of that document, if and when available, is to be mailed to stockholders of both companies after the Form S-4 is declared effective. The communication states it "is not a substitute for the Joint Proxy Statement/Prospectus or registration statement."

The filing also identifies participants in the proxy solicitation. It notes that Marvell, Lumentum, and certain of their respective directors and executive officers may be deemed participants in the solicitation of proxies in connection with the Transaction. Information on director and officer interests is referenced as available in each company's most recent proxy statement and annual report. The filing contains forward-looking statements, which the communication notes involve "known and unknown risks, uncertainties and other factors" and are subject to the company's cautionary language regarding risks including regulatory approvals, stockholder approvals, and integration uncertainties.

What Was Disclosed

Lumentum Holdings Inc. filed a Rule 425 communication on November 2, 2026, confirming that social media posts about its proposed transaction with Marvell Technology Inc. were published externally. The filing outlines the planned Form S-4 registration and identifies participants in the proxy solicitation process.