Marvell Technology, Inc. filed a Form 425 communication on November 2, 2026, consisting of a customer letter announcing a definitive agreement to acquire Lumentum Holdings Inc. in a proposed transaction expected to close in the first half of calendar year 2028.

Key Highlights

  • Definitive agreement signed: Marvell has entered into a definitive agreement to acquire Lumentum Holdings Inc., according to the filing.
  • Expected close: The transaction is expected to close in the first half of calendar year 2028, subject to stockholder approvals, regulatory approvals, and other customary closing conditions.
  • Leadership continuity: Matt Murphy will continue as Chairman and CEO of the combined company following the closing, the filing states.
  • Separate operations until close: Marvell and Lumentum will continue to operate as separate, independent companies until the transaction closes.
  • Registration statement planned: Marvell intends to file a Form S-4 registration statement with the SEC that will include a joint proxy statement and prospectus for both companies' stockholders.
  • Strategic rationale cited: The filing describes the combination as intended to bring together "complementary capabilities in connectivity and photonics" to address growing AI infrastructure demands.

Marvell's Customer Communication on the Lumentum Acquisition

On November 2, 2026, Marvell Technology, Inc. delivered a customer letter announcing its definitive agreement to acquire Lumentum Holdings Inc. The letter was filed with the SEC as a Form 425 communication under Rule 425 of the Securities Act of 1933, and was also deemed filed under Rule 14a-12 of the Securities Exchange Act of 1934. Lumentum Holdings Inc. is the subject company, with Commission File No. 001-36861.

According to the filing, Marvell described the proposed combination as bringing together capabilities across electrical and optical interconnect, network switching, and custom silicon on Marvell's side, with Lumentum's "expertise in high-performance lasers, optical transceivers, optical circuit switching and specialized manufacturing." The customer letter outlined four expected benefits following the closing: deeper end-to-end co-design and innovation across the electrical and optical signal chain; greater scale and supply capabilities through Lumentum's laser and compound semiconductor manufacturing; broader solutions spanning "scale-across, scale-out, scale-up and scale-in" AI infrastructure architectures; and continued commitment to existing customer programs and relationships.

The filing notes that the transaction requires approval by stockholders of both Marvell and Lumentum, receipt of regulatory approvals, and satisfaction of other customary closing conditions. Marvell stated it intends to file a Form S-4 registration statement that will include a joint proxy statement and prospectus. Until then, the filing states, "your current contacts, contracts and support processes remain unchanged." The communication contains forward-looking statements that are the company's own and subject to its cautionary language included in the filing.

What Was Disclosed

Marvell Technology, Inc. filed a Form 425 customer communication on November 2, 2026, announcing a definitive agreement to acquire Lumentum Holdings Inc. The transaction is expected to close in the first half of calendar year 2028, pending stockholder and regulatory approvals.