Marvell Technology, Inc. filed a current report on November 2, 2026, disclosing that it entered into an Agreement and Plan of Merger with Lumentum Holdings Inc. on November 1, 2026, and separately furnished preliminary third-quarter fiscal 2027 revenue figures.

Key Highlights

  • Merger Agreement signed: Marvell Technology, Inc. and Lumentum Holdings Inc. announced the entry into an Agreement and Plan of Merger dated November 1, 2026.
  • Two-step structure: The deal is structured as a two-step merger, with Merger Sub I first merging into Lumentum, followed by Lumentum merging into Merger Sub II, a wholly owned subsidiary of Marvell.
  • Merger subsidiaries: Marvell formed two Delaware merger subsidiaries, Java Merger Sub, Inc. and Java Merger Sub II, Inc., as wholly owned entities to facilitate the transaction.
  • Preliminary revenue furnished: The joint press release included preliminary revenue for Marvell for the third quarter of fiscal 2027, furnished as Exhibit 99.1.
  • Investor conference call scheduled: Marvell and Lumentum planned a joint investor conference call at 8:00 a.m. Eastern Time on November 2, 2026, to discuss the transaction.
  • Form S-4 planned: Marvell stated it intends to file a registration statement on Form S-4 with the SEC, which will include a joint proxy statement and prospectus for stockholders of both companies.

Marvell and Lumentum Announce Merger Agreement Effective November 1, 2026

According to the filing, Marvell Technology, Inc. (NASDAQ:MRVL), a Delaware corporation headquartered at 1000 N. West Street, Suite 1200, Wilmington, Delaware, entered into an Agreement and Plan of Merger with Lumentum Holdings Inc., also a Delaware corporation, on November 1, 2026. The transaction as described in the filing involves Marvell, Lumentum, and two newly formed Delaware merger subsidiaries: Java Merger Sub, Inc. (Merger Sub I) and Java Merger Sub II, Inc. (Merger Sub II), both of which are wholly owned subsidiaries of Marvell.

The filing describes a two-step merger structure. In the First Merger, Merger Sub I will merge with and into Lumentum, with Lumentum continuing as the surviving corporation and becoming a wholly owned subsidiary of Marvell. Promptly following the effective time of that step, the surviving corporation will then merge with and into Merger Sub II in the Second Merger, with Merger Sub II continuing as the surviving entity. The filing noted that a joint press release, furnished as Exhibit 99.1, included preliminary revenue for Marvell for the third quarter of fiscal 2027, though the specific revenue figure was not stated in the body of the current report itself.

The filing also disclosed, under Item 7.01 Regulation FD, that Marvell and Lumentum planned to host a joint investor conference call at 8:00 a.m. Eastern Time on November 2, 2026, with presentation materials attached as Exhibit 99.2. Marvell stated in the filing that it intends to file a Form S-4 registration statement that will contain a joint proxy statement and prospectus to be made available to stockholders of both Marvell and Lumentum in connection with the proposed transaction. The filing noted that the information furnished under Items 2.02 and 7.01 shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934.

What Was Disclosed

Marvell Technology, Inc. disclosed the signing of a merger agreement with Lumentum Holdings Inc. on November 1, 2026, via a current report filed November 2, 2026, and furnished a joint press release containing preliminary third-quarter fiscal 2027 revenue data as an exhibit.