Lumentum–Marvell deal expected to close in H1 2028
Marvell says its integration approach will set strategy before determining teams and organizational structure.
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Rhea-AI Filing Summary
Lumentum Holdings Inc. and Marvell announced a proposed combination on November 2, 2026, in a presentation delivered to Lumentum employees by Matt Murphy, Marvell’s Chairman and CEO. The timeline places the expected closing in the first half of CY 2028, with integration planning beginning in December.
The companies said they will continue operating as separate, independent companies until closing. Marvell’s stated integration approach includes combining the best of both teams and delivering on commitments to customers and other stakeholders.
Key Figures
Key Terms
forward-looking statements regulatory
registration statement on Form S-4 regulatory
Joint Proxy Statement/Prospectus regulatory
conditions precedent regulatory
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Filed by Marvell Technology, Inc.
Pursuant to Rule 425 Under the Securities Act of 1933
and deemed filed pursuant to Rule 14a-12
under the Securities Exchange Act of 1934
Subject Company: Lumentum Holdings Inc.
Commission File No.: 001-36861
The following presentation was delivered to Lumentum employees by Matt Murphy, Chairman and CEO of Marvell Technology, Inc. (“Marvell”) on November 2, 2026.
Important Information for Investors and Shareholders Cautionary Note Regarding Forward-Looking Statements This communication contains “forward-looking statements” within the meaning of the federal securities laws, including Section 27A of the U.S. Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Any statements contained in this communication that are not statements of historical facts may be deemed to be forward-looking statements. In some cases, you can identify forward-looking statements by terms such as: “accelerate,” “anticipate,” “believe,” “can,” “continue,” “could,” “demand,” “design,” “estimate,” “expand,” “expect,” “intend,” “may,” “might,” “mission,” “need,” “objective,” “ongoing,” “outlook,” “plan,” “potential,” “predict,” “project,” “should,” “target,” “will,” “would,” or the negative of these terms, or other comparable terminology intended to identify statements about the future. All forward-looking statements by their nature address matters that involve risks and uncertainties, many of which are beyond our control and are not guarantees of future results, such as statements about the consummation of the proposed transaction and the anticipated benefits thereof. These forward-looking statements include, but are not limited to, statements regarding expected timing and benefits of the Transaction and the outlook for Marvell’s and Lumentum’sresults of operations and financial condition, including potential synergies following the Transaction. It is uncertain whether any of the events anticipated by the forward-looking statements will transpire or occur, or if any of them do, what impact they will have on the results of operations and financial condition of the companies or the price of Marvell or Lumentumstock. These forward-looking statements involve known and unknown risks, uncertainties and other factors that may cause actual results, levels of activity, performance, benefits or achievements to be materially different from the information expressed or implied by these forward-looking statements. These risks and uncertainties include, but are not limited to, the following: general economic, market or business conditions, including competition and risks related to the semiconductor and optical networking industries generally; ongoing changes in the semiconductor and optical networking industries, including future growth rates, pricing trends in end-markets, or changes in customer capital spending patterns; risks related to the Transaction, including the effect of the announcement of the Transaction on the ability of Marvell or Lumentum to retain and hire key personnel and maintain relationships with customers, vendors and others with whom Marvell or Lumentum do business, or on Marvell’s or Lumentum’soperating results and business generally; risks that the Transaction disrupts current plans and operations and the potential difficulties in attracting and retaining qualified personnel as a result of the Transaction; the outcome of any legal proceedings related to the Transaction; the anticipated tax treatment of the transaction; the possible diversion of management’s time and attention from ongoing business operations and opportunities; the ability of the parties to consummate the Transaction on a timely basis or at all; the satisfaction of the conditions precedent to consummation of the Transaction, including the ability to secure stockholder and regulatory approvals on the terms expected, at all or in a timely manner; the occurrence of any event, change or other circumstance that could give rise to a right to terminate the Transaction; the ability to successfully integrate Marvell’s and Lumentum’soperations and business on a timely basis or otherwise; Marvell’s ability to implement the combined company’s plans, forecasts and other expectations with respect to its business after the completion of the Transaction and realize expected synergies and other benefits of the Transaction within the expected timeframe or at all; the amount of the costs, fees, expenses and charges related to the Transaction; the cash needs and availability of financing for Marvell and Lumentum in connection with, or following the completion of, the Transaction; fluctuations in the prices of Marvell or Lumentumstock; and potential business disruptions following the Transaction. These risks, as well as other risks related to the Transaction, will be included in the registration statement on Form S-4 and Joint Proxy Statement/Prospectus that will be filed with the SEC in connection with the Transaction. For additional information about other factors that could cause actual results to differ materially from those described in the forward-looking statements, please refer to Marvell’s and Lumentum’srespective periodic reports and other filings with the SEC, including the risk factors identified in Marvell’s and Lumentum’smost recent Quarterly Reports on Form 10-Q, Marvell’s most recent Annual Report on Form 10-K, which is available online at https://www.sec.gov/Archives/edgar/data/1835632/000183563226000011/mrvl-20260131.htmand Lumentum’smost recent Annual Report on Form 10-K. which is available online at https://www.sec.gov/Archives/edgar/data/0001633978/000162828026057358/lite-20260627.htm, under the headings “Forward-Looking Statements” and “Risk Factors” in Part I, Item 1A (Annual Report) and in Part I, Item 2 and Part II, Item 1A (Quarterly Reports), all of which are available online free of charge on the SEC’s website at https://www.sec.gov. The forward-looking statements included in this communication are made only as of the date hereof and are based on the currentbeliefs of Marvell and Lumentumas well as assumptions made by and information currently available to them, which are subject to inherent uncertainties, risks and changes in circumstances that are difficult to predict. Neither Marvell nor Lumentumundertakes any obligation to update any forward-looking statements to reflect subsequent events or circumstances, except to theextent required by law. The information that can be accessed through hyperlinks or website addresses included in this communication is deemed not to be incorporated in or part of this communication. © 2026 Marvell confidential. All rights reserved. 1
Important Information for Investors and Shareholders Additional Information About the Transaction and Where to Find It This communication relates to a proposed transaction between Marvell Technology, Inc. (“Marvell”) and Lumentum Holdings Inc. (“Lumentum”) (the “Transaction”). In connection with the Transaction, Marvell intends to file with the SEC a registration statement on Form S-4 (the “Form S-4”) that will include a joint proxy statement for Marvell’s and Lumentum’s respective stockholders and that will also constitute a prospectus with respect to the shares of Marvell’s common stock to be issued in the Transaction (the “Joint Proxy Statement/Prospectus”). The definitive Joint Proxy Statement/Prospectus (if and when available) will be mailed to stockholders of Marvell and Lumentum after the Form S-4 is declared effective by the SEC. This communication is not a substitute for the Joint Proxy Statement/Prospectus or registration statement. INVESTORS AND SECURITY HOLDERS ARE URGED TO READ THE FORM S-4, JOINT PROXY STATEMENT/PROSPECTUS AND ANY OTHER RELEVANT DOCUMENTS THAT MAY BE FILED WITH THE SEC IN CONNECTION WITH THE TRANSACTION OR INCORPORATED BY REFERENCE INTO THE FORM S-4 AND THE JOINT PROXY STATEMENT/PROSPECTUS (AS WELL AS ANY AMENDMENTS OR SUPPLEMENTS THERETO), CAREFULLY AND IN THEIR ENTIRETY WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT MARVELL, LUMENTUM, THE TRANSACTION AND RELATED MATTERS. Investors and security holders will be able to obtain free copies of the Form S-4 and Joint Proxy Statement/Prospectus and other documents containing important information about Marvell, Lumentum and the Transaction, once such documents are filed with the SEC through the website maintained by the SEC at https://www.sec.gov. Copies of the documents filed with the SEC by Marvell will be available online free of charge on Marvell’s website at https://investor.marvell.com or by contacting Marvell’s Investor Relations department at ir@marvell.com. Copies of the documents filed with the SEC by Lumentum will be available online free of charge on Lumentum’s website at https://investor.lumentum.com or by contacting Lumentum’s Investor Relations department at investor.relations@lumentum.com. Participants in the Merger Solicitation Marvell, Lumentum and certain of their respective directors and executive officers may be deemed to be participants in the solicitation of proxies in respect of the Transaction. Information about the directors and executive officers of Marvell, including a description of their direct or indirect interests, by security holdings or otherwise, is set forth in Marvell’s proxy statement for its 2026 Annual Meeting of Stockholders, which was filed with the SEC on May 13, 2026 and is available online at https://www.sec.gov/Archives/edgar/data/0001835632/000110465926060253/tm261486-1_def14a.htm, under the headings “Proposal No. 1 Election of Directors”, “Executive Officers of the Company”, “Security Ownership of Certain Beneficial Owners and Management”, “Executive Compensation” and “Certain Relationships and Related Party Transactions” and Marvell’s Annual Report on Form 10-K for the fiscal year ended January 31, 2026, which was filed with the SEC on March 11, 2026 and is available online at https://www.sec.gov/Archives/edgar/data/0001835632/000183563226000011/mrvl-20260131.htm, under the heading “Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters”. To the extent holdings of Marvell’s securities by its directors or executive officers have changed since the amounts set forth in Marvell’s definitive proxy statement for its 2026 Annual Meeting of Stockholders, such changes have been or will be reflected on Initial Statement of Beneficial Ownership of Securities on Form 3, Statement of Changes in Beneficial Ownership on Form 4 or Annual Statement of Changes in Beneficial Ownership on Form 5 filed with the SEC, which are available online at https://www.sec.gov/edgar/browse/?CIK=0001835632&owner=exclude. Information about the directors and executive officers of Lumentum, including a description of their direct or indirect interests, by security holdings or otherwise, is set forth in Lumentum’s proxy statement for its 2026 Annual Meeting of Stockholders, which was filed with the SEC on October 6, 2026 and is available online at https://www.sec.gov/Archives/edgar/data/0001633978/000130817926000420/lite2026-def14a.htm, under the headings “Proposal No. 1 Election of Directors”, “Executive Officers”, “Compensation Discussion and Analysis”, “Security Ownership of Certain Beneficial Owners and Management” and “Related Person Transactions”. To the extent holdings of Lumentum’s securities by its directors or executive officers have changed since the amounts set forth in Lumentum’s definitive proxy statement for its 2026 Annual Meeting of Stockholders, such changes have been or will be reflected on Initial Statement of Beneficial Ownership of Securities on Form 3, Statement of Changes in Beneficial Ownership on Form 4, or Annual Statement of Changes in Beneficial Ownership on Form 5 filed with the SEC, which are available online athttps://www.sec.gov/edgar/browse/?CIK=0001633978&owner=exclude. Other information regarding the participants in the proxy solicitations and a description of their direct and indirect interests, by security holdings or otherwise, will be contained in the Joint Proxy Statement/Prospectus and other relevant materials to be filed with the SEC regarding the Transaction when such materials become available. You may obtain free copies of these documents using the sources indicated above. © 2026 Marvell confidential. All rights reserved. 2
Important Information for Investors and Shareholders No Offer or Solicitation This communication is not a proxy statement or solicitation of a proxy, consent or authorization with respect to any securities or in respect of the Transaction and does not constitute an offer to sell or the solicitation of an offer to buy any securities or a solicitation of any vote of approval, and there will not be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. No offering of securities will be made except by means of a prospectus meeting the requirements of Section 10 of the U.S. Securities Act of 1933, as amended, and otherwise in accordance with applicable law. © 2026 Marvell confidential. All rights reserved. 3
Matt Murphy Chairman and CEO Marvell © 2026 Marvell confidential. All rights reserved. 4
About me Father of three Trustee, U.S. Olympic and Paralympic Foundation Endurance athlete – multiple Ironman finisher Marvell Chairman and CEO (2016-present) 30 years of leadership experience in semis, including 20 years at Maxim Integrated in executive roles Former Chair of the Semiconductor Industry Association (SIA) and Global Semiconductor Alliance (GSA) Board Member, eBay Inc. (2019–2022) B.A., Franklin & Marshall College; Stanford Executive Program alumnus © 2026 Marvell confidential. All rights reserved. 5
Company founded 1995 FY27 revenue* $12.1B Employees 9,500+ Global fabless semiconductor supplier © 2026 Marvell confidential. All rights reserved. 6
Mission We develop and deliver semiconductor solutions that move, store, process and secure the world’s data faster and more reliably than anyone else. © 2026 Marvell confidential. All rights reserved. 7
Where we started Marvell: a data infrastructure pure-playData Infrastructure ~98% Consumer ~2% Data Infrastructure 38% Consumer 62% © 2026 Marvell confidential. All rights reserved. 8
A decade of transformation and growth ~25x Increase in Marvell share price over the last decade $18 CY2016 © 2026 Marvell confidential. All rights reserved. 9
Marvell IP leadership Focused investment enables first-to-market advantage © 2026 Marvell confidential. All rights reserved. 10
Data center portfolio Storage Switching Interconnect Custom © 2026 Marvell confidential. All rights reserved. 11
Marvell’s core behaviors Act with integrity and treat everyone with respect Say what you mean, do what you say Be inclusive and embrace the diversity of people and opinions Lying and arrogance are unacceptable Innovate to solve customer needs Understand the customer’s needs and focus innovation to make them successful Be creative – take calculated risks and learn from failures Build close and trusted customer relationships and easy to do business with Execute with thoroughness and rigor Make decisions objectively based on data Strive for excellence and minimize waste, delays and inconsistency Deliver superior quality on time Help others achieve their objectives One Marvell—Put Marvell objectives ahead of individual or team objectives Act like an owner of the entire business Share information, resources, technology and opportunities across the organization © 2026 Marvell confidential. All rights reserved. 12
Marvell global presence Argentina~390 Europe~310 India~2,500 Vietnam~670 Israel~470 Singapore~610 Taiwan~330 Canada~460 US~3,670 © 2026 Marvell confidential. All rights reserved. 13
Next Steps © 2026 Marvell confidential. All rights reserved. 14
Timeline November 2 Announce combination Hold employee meetings December Begin integration planning First Half of CY 2028 Expected closing We will keep you informed of our ongoing progress © 2026 Marvell confidential. All rights reserved. 15
Our approach to integration 1 Combining the best of both teams 2 Strategy first, then team, then structure 3 Honor reputation of both companies 4 Deliver on our commitments to customers and other stakeholders © 2026 Marvell confidential. All rights reserved. 16
Marvell and Lumentum will continue operating as separate, independent companies until closing © 2026 Marvell confidential. All rights reserved. 17
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