Lumentum-Marvell deal expected to close in H1 2028

Marvell and Lumentum are to continue as separate, independent companies until the transaction closes, with integration planning to proceed in the meantime.

Available on EDGAR 11/02/2026 - 04:52 PM EST Accepted by SEC EDGAR 11/02/2026 - 04:51 PM EST Learn about SEC filing dates

Rhea-AI Filing Summary

Lumentum Holdings Inc. and Marvell Technology have agreed to a proposed transaction, with closing expected in the first half of calendar year 2028, subject to required shareholder and regulatory approvals and other customary closing conditions. Until closing, the companies will continue to operate as separate, independent companies.

After closing, Marvell says it intends to combine its connectivity capabilities with Lumentum’s expertise in high-performance lasers, advanced optical components and specialized manufacturing to develop more integrated solutions for customers. Marvell Chairman and Chief Executive Officer Matt Murphy said he looks forward to welcoming Michael Hurlston and two other Lumentum directors to Marvell’s Board following closing. The companies plan to work together on integration planning while the transaction remains pending.

Filing Explained

The proposed transaction contemplates issuance of Marvell common shares, which would increase the share count and reduce existing Marvell holders’ percentage ownership if issued, absent offsetting changes; this communication does not issue shares, and the planned Form S-4 will include a prospectus covering them.

Key Figures

Expected closing period: First half of calendar year 2028 Additional Lumentum directors: 2 directors

2 metrics

Expected closing period First half of calendar year 2028 Proposed transaction between Lumentum and Marvell

Additional Lumentum directors 2 directors Marvell CEO Matt Murphy said he looks forward to welcoming them to Marvell’s Board after closing

Key Terms

scale-up and scale-in architectures, silicon photonics, Form S-4, Joint Proxy Statement/Prospectus

4 terms

scale-up and scale-in architectures technical

"more complex scale-up and scale-in architectures"

silicon photonics technical

"custom silicon and silicon photonics"

Silicon photonics is the technology that uses tiny structures etched into silicon chips to generate, control and detect light for moving data and sensing, essentially putting optical fiber functions onto a computer chip. For investors, it matters because it can dramatically increase data speed and energy efficiency in data centers, telecom networks and advanced sensors, potentially lowering costs and enabling new products much like replacing many metal wires with faster, low-power optical highways.

Form S-4 regulatory

"registration statement on Form S-4"

A Form S-4 is a legal document that companies file with the government to announce and explain a major business move, such as a merger or acquisition. It provides detailed information to help investors understand how the deal might affect the company's value and future prospects, similar to a detailed blueprint that clarifies the impact of a significant change.

Joint Proxy Statement/Prospectus regulatory

"will include a joint proxy statement ... prospectus"

A joint proxy statement/prospectus is a single, combined document that both asks shareholders to vote on a proposed transaction and provides the detailed information required when new securities are being offered. Think of it as a combined ballot and product brochure that explains the deal, the companies’ finances, key risks and how ownership will change. Investors rely on it to understand the terms, evaluate risks and make informed voting and investment decisions.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

When is the Lumentum (LITE) transaction with Marvell expected to close?

The transaction is expected to close in the first half of calendar year 2028, subject to required shareholder and regulatory approvals and other customary closing conditions.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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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 communication was delivered to employees of Lumentum Holdings Inc. (“Lumentum”) via email by Matt Murphy, Chairman and Chief Executive Officer of Marvell Technology, Inc. (“Marvell”) on November 2, 2026.

Lumentum Team,

I’m very excited that Marvell and Lumentum have agreed to join forces. Following the closing, we believe we will have an opportunity to broaden our capabilities in AI connectivity, bringing together two companies with complementary technologies, deep engineering expertise and strong customer relationships. I believe this transaction can help position us to participate in one of the most important technology transitions underway in our industry.

For those of you who may be less familiar with Marvell, we’ve spent the past decade building a technology platform for data infrastructure, with deep expertise in high-performance connectivity, network switching, custom silicon and silicon photonics. Our technologies are complementary to Lumentum’s, and many of our products are often used in the same systems as yours. Our teams also have experience working with one another on optical connectivity solutions.

As AI infrastructure continues to scale, we expect optical technologies to play an increasingly important role in data center connectivity. Today, our complementary technologies are used across scale-across and scale-out networks, where customers typically integrate individual components into their systems. But as the industry moves toward more complex scale-up and scale-in architectures, we anticipate that much tighter integration of electrical and optical technologies will be needed. After the transaction closes, by combining Marvell’s capabilities with Lumentum’s expertise in high-performance lasers, advanced optical components and specialized manufacturing, we intend to develop more complete, integrated solutions for customers and help shape the future of AI infrastructure.

I’ve known Michael Hurlston for many years and have always had tremendous respect for him. The transformation of Lumentum under the leadership of Michael, the Board and the management team has been remarkable. What you and your colleagues have accomplished reflects decades of innovation, technical excellence and commitment. Through my conversations with Michael, it’s clear that our companies share a strong commitment to innovation, customers and employees. Following the closing of the transaction, I look forward to welcoming Michael and two other Lumentum directors to Marvell’s Board, and to building on the experience and leadership of the Lumentum team as we bring our companies together.

Marvell has a strong track record of bringing together complementary technologies and talented teams, investing in their capabilities and building on what made them successful. Upon completion of the transaction, we look forward to the opportunity to do the same with Lumentum, combining complementary capabilities and resources to pursue new opportunities for our customers.

The transaction is expected to close in the first half of calendar year 2028, subject to the required shareholder and regulatory approvals and other customary closing conditions. Until then, Marvell and Lumentum will continue to operate as separate, independent companies. We’ll work closely with your leadership team on integration planning and keep you informed as the process moves forward.

I’ll be joining your All-Hands meeting today to share more about Marvell and the proposed transaction and to answer your questions. I’m looking forward to the opportunity to connect with you directly and begin getting to know the Lumentum team.

I want to thank all of you for the hard work and dedication that have made Lumentum the company it is today. You have built something exceptional, and I am excited about what the future holds.

Sincerely,

Matt Murphy

Chairman and CEO

Marvell

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 at

https://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.

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’s results 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 Lumentum stock. 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’s operating 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’s operations 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 Lumentum stock; 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’s respective periodic reports and other filings with the SEC, including the risk factors identified in Marvell’s and Lumentum’s most 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.htm and Lumentum’s most 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 current beliefs of Marvell and Lumentum as 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 Lumentum undertakes any obligation to update any forward-looking statements to reflect subsequent events or circumstances, except to the extent 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.

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.