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Lumentum (LITE) revenue surges 83% in 2026 amid large non-cash debt loss

Filing Impact
(High)
Filing Sentiment
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

Lumentum Holdings Inc. reported strong growth for the quarter and year ended June 27, 2026, while recording a large GAAP loss driven by a financing transaction. Fiscal Q4 net revenue was $1.01 billion, up sharply from $808.4 million in Q3 and $480.7 million a year earlier. GAAP gross margin was 47.4% and GAAP operating margin was 27.8%, but GAAP net loss was $7.2 billion, or $(84.65) per diluted share, primarily due to a one-time, non-cash $7.8 billion loss on debt extinguishment from equitizing portions of convertible notes.

On a non-GAAP basis, Q4 net income was $326.3 million, or $3.23 per diluted share, with non-GAAP gross margin of 50.4% and operating margin of 36.6%. Full-year 2026 net revenue was $3.01 billion, up 83.2% year over year, with non-GAAP net income of $782.3 million versus $146.4 million in 2025. Cash, cash equivalents, and short-term investments totaled $2.7 billion at year-end.

For Q1 fiscal 2027, the company forecasts net revenue of $1.225–$1.275 billion, non-GAAP operating margin of 39.5–40.5%, and non-GAAP diluted EPS of $4.05–$4.35, citing AI-driven demand for its optical and photonic solutions.

Positive

  • Revenue grew 83.2% year over year to $3.01 billion in fiscal 2026, with Q4 revenue up 109.3% year over year to $1.01 billion, indicating substantial top-line expansion.
  • Profitability improved sharply on a non-GAAP basis, with fiscal 2026 non-GAAP operating margin rising to 29.8% from 9.7% and non-GAAP net income increasing to $782.3 million from $146.4 million.
  • Guidance implies continued strong growth, with Q1 fiscal 2027 revenue projected at $1.225–$1.275 billion and non-GAAP operating margin of 39.5–40.5%, alongside non-GAAP diluted EPS of $4.05–$4.35.
  • Balance sheet liquidity strengthened, as cash, cash equivalents, and short-term investments increased to $2.7 billion at year-end 2026, up $1.9 billion from the prior year.

Negative

  • GAAP net loss reached $6.9 billion for fiscal 2026 and $7.2 billion in Q4 alone, driven by a $7.8 billion non-cash loss on debt extinguishment from equitizing convertible notes.
  • Current portion of long-term debt rose significantly to $1.60 billion at June 27, 2026, from $10.6 million a year earlier, indicating a larger near-term debt obligation despite reduced long-term debt.

Filing Explained

At June 27, 2026, common shares outstanding had increased from the prior year after note equitization.

This Form 8-K furnishes Lumentum’s fourth-quarter and full-year results under Item 2.02. In the fourth quarter, the company completed the equitization of certain convertible notes by exchanging common shares to settle them.

The exchange increases the total share count and, absent offsetting changes, reduces an existing holder’s percentage ownership. The filing identifies the exchanged instruments as the 2026, 2028, and 2029 Notes.

The release’s non-GAAP diluted-share reconciliation assumes about 14.0 million shares from conversion of outstanding convertible notes. It says capped calls are intended to mitigate dilution from the 2032 Notes, with no dilution from those instruments until the capped-call price is exceeded.

Item 2.02 Results of Operations and Financial Condition Financial
Disclosure of earnings results, typically an earnings press release or preliminary financials.
Item 9.01 Financial Statements and Exhibits Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
Q4 2026 Net revenue $1,006.3 million Fiscal fourth quarter 2026 net revenue
Q4 2026 GAAP net loss $7,161.7 million Driven by $7.8 billion non-cash loss on debt extinguishment
Q4 2026 Non-GAAP net income $326.3 million Fiscal fourth quarter 2026 non-GAAP net income
FY 2026 Net revenue $3,014.0 million Fiscal year 2026 net revenue, up 83.2% year over year
FY 2026 GAAP net loss $6,935.1 million Fiscal year 2026 GAAP net loss
FY 2026 Non-GAAP net income $782.3 million Fiscal year 2026 non-GAAP net income
Year-end cash and investments $2,738.4 million Cash, cash equivalents, and short-term investments at June 27, 2026
Debt extinguishment loss $7,800.0 million One-time non-cash loss from equitization of convertible notes
loss on debt extinguishment financial
"contributed to a one-time, non-cash loss on debt extinguishment of $7.8 billion"
Loss on debt extinguishment is a one-time accounting charge a company records when it pays off, refinances, or otherwise cancels debt for more than the outstanding amount on its books — think of it like paying a penalty to break a loan early. Investors care because it reduces reported earnings in the period it’s recorded and uses cash, but it can also signal a strategic move to cut future interest costs or a sign of financial stress.
non-GAAP operating margin financial
"Non-GAAP operating margin of 39.5% - 40.5%"
Non-GAAP operating margin is a way companies show how much profit they make from their main business activities, excluding certain expenses or income they consider unusual or non-recurring. It helps investors see how well the company is performing in its normal operations, without the effects of one-time costs or gains that might distort the picture.
Adjusted EBITDA financial
"RECONCILIATION OF GAAP NET (LOSS) INCOME TO ADJUSTED EBITDA"
Adjusted EBITDA is a way companies measure how much money they make from their core operations, like running a business, by removing certain costs or income that aren’t part of regular business activities. It helps investors see how well a company is doing without distractions from unusual expenses or gains, making it easier to compare companies or track performance over time.
equitzation of certain amounts of our convertible notes financial
"driven by the equitization of certain amounts of our convertible notes"
Q4 2026 net revenue $1,006.3 million Up 24.5% Q/Q and 109.3% Y/Y
FY 2026 net revenue $3,014.0 million Up 83.2% Y/Y
FY 2026 non-GAAP operating margin 29.8% Up from 9.7% in FY 2025
FY 2026 non-GAAP net income $782.3 million Up from $146.4 million in FY 2025
Guidance

For Q1 fiscal 2027, Lumentum expects net revenue of $1.225–$1.275 billion, non-GAAP operating margin of 39.5–40.5%, and non-GAAP diluted EPS of $4.05–$4.35.

FAQ

How did Lumentum (LITE) perform financially in Q4 fiscal 2026?
Lumentum reported Q4 2026 net revenue of $1.01 billion, up from $808.4 million in Q3 and $480.7 million a year earlier. GAAP net loss was $7.2 billion, while non-GAAP net income was $326.3 million, or $3.23 per diluted share.

What were Lumentum (LITE) full-year 2026 results?
For fiscal 2026, Lumentum generated $3.01 billion in net revenue, an 83.2% increase from $1.645 billion in 2025. GAAP net loss was $6.9 billion, while non-GAAP net income was $782.3 million, or $8.67 per diluted share.

Why did Lumentum (LITE) report such a large GAAP loss in 2026?
The company’s $6.9 billion GAAP net loss in fiscal 2026 was mainly due to a $7.8 billion one-time, non-cash loss on debt extinguishment from equitizing amounts of its 2026, 2028, and 2029 convertible notes.

What guidance did Lumentum (LITE) provide for Q1 fiscal 2027?
Lumentum forecasts Q1 2027 revenue between $1.225 billion and $1.275 billion, non-GAAP operating margin of 39.5–40.5%, and non-GAAP diluted EPS in the range of $4.05 to $4.35.

How strong is Lumentum’s (LITE) balance sheet at year-end 2026?
At June 27, 2026, Lumentum held $2.7 billion in cash, cash equivalents, and short-term investments, up $1.9 billion from year-end 2025. Total assets were $7.31 billion, and stockholders’ equity was $4.64 billion.

How did Lumentum’s (LITE) margins change in fiscal 2026?
GAAP gross margin for fiscal 2026 improved to 41.7% from 28.0% in 2025, and GAAP operating margin rose to 17.4% from a (10.9)% loss. Non-GAAP operating margin increased to 29.8% from 9.7%.

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

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0001633978false00016339782026-08-112026-08-11


UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
Form 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of report (Date of earliest event reported): August 11, 2026
Lumentum Holdings Inc.
(Exact name of Registrant as specified in its charter)
 

Delaware001-3686147-3108385
(State or Other Jurisdiction
of Incorporation)		(Commission File Number)(IRS Employer
Identification Number)

1001 Ridder Park Drive, San Jose, California 95131
(Address of Principal Executive Offices including Zip code)
(408) 546-5483
(Registrant’s Telephone Number, Including Area Code)
Not Applicable
(Former Name or Former Address, if Changed Since Last Report)

 
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
☐Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each classTrading Symbol(s)Name of each exchange on which registered
Common Stock, par value of $0.001 per shareLITENasdaq Global Select Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company o
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 2.02. Results of Operations and Financial Condition.
On August 11, 2026, Lumentum Holdings Inc. (the “Company”) reported results for its fourth quarter and full fiscal year ended June 27, 2026. The Company also posted a slide presentation entitled “Q4 FY26 Conference Call” dated August 11, 2026 on the “Events and Presentations” investor section of its website (www.lumentum.com). A copy of the Company’s press release is furnished herewith as Exhibit 99.1. Information on the Company’s website is not, and will not be deemed to be, a part of this Current Report on Form 8-K or incorporated into any other filings the Company may make with the Securities and Exchange Commission.
The information in this Current Report on Form 8-K, including Exhibit 99.1, is intended to be furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that Section, nor shall it be deemed incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such filing.

Item 9.01. Financial Statements and Exhibits. 
(d)Exhibits.
 
Exhibit No.Description
99.1
Press release entitled “Lumentum Announces Fourth Quarter and Full Fiscal Year 2026 Results” dated August 11, 2026.
104Cover Page Interactive Data File (formatted as Inline XBRL)
 




Signature
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
 
LUMENTUM HOLDINGS INC.
By:
/s/ Wajid Ali
Name:
Wajid Ali
Title:Chief Financial Officer
August 11, 2026



NEWS RELEASE
downloada08.jpg


LUMENTUM ANNOUNCES FOURTH QUARTER AND FULL FISCAL YEAR 2026 RESULTS

Fiscal Fourth Quarter Highlights:
•Net revenue of $1.01 billion
•GAAP gross margin of 47.4%; Non-GAAP gross margin of 50.4%
•GAAP operating margin of 27.8%; Non-GAAP operating margin of 36.6%
•Forecasting first quarter of fiscal year 2027 revenue of $1.225 billion to $1.275 billion; Non-GAAP operating margin of 39.5% to 40.5%; and Non-GAAP diluted net income per share of $4.05 to $4.35

San Jose, Calif., August 11, 2026 – Lumentum Holdings Inc. (“Lumentum” or the “Company”) today reported results for its fiscal fourth quarter and full fiscal year ended June 27, 2026.
“Lumentum is positioned at the heart of a secular industry shift. As AI compute workloads increase in both speed and bandwidth, data center architects are turning to optical links as a primary means of connectivity. While our Q4 results demonstrate broad-based traction, key growth drivers such as OCS solutions and our cloud module business, where we are advancing 1.6T adoption, are beginning to layer in. Increasing demand for ultra-high-power CPO lasers, an initial order for ELS modules, as well as our breadth of NPO engagements are the first signs that optics are starting to penetrate in-rack connectivity, significantly upping our optical TAM,” said President and CEO Michael Hurlston.
“Looking ahead, our trajectory continues to accelerate as AI demand drives our Q1 revenue guidance midpoint to $1.25 billion, reaching our target model more than a quarter ahead of schedule.”
Fiscal Fourth Quarter:
Net revenue for the fourth quarter of fiscal year 2026 was $1.01 billion, with GAAP net loss of $7.2 billion, or $84.65 per diluted share. The GAAP net loss was driven by the equitization of certain amounts of our convertible notes in the fourth quarter of fiscal year 2026, which contributed to a one-time, non-cash loss on debt extinguishment of $7.8 billion. Net revenue for the third quarter of fiscal year 2026 was $808.4 million, with GAAP net income of $144.2 million, or $1.50 per diluted share. Net revenue for the fourth quarter of fiscal year 2025 was $480.7 million, with GAAP net income of $213.3 million, or $2.96 per diluted share.
Non-GAAP net income for the fourth quarter of fiscal year 2026 was $326.3 million, or $3.23 per diluted share. Non-GAAP net income for the third quarter of fiscal year 2026 was $225.7 million, or $2.37 per diluted share. Non-GAAP net income for the fourth quarter of fiscal year 2025 was $63.3 million, or $0.88 per diluted share.
The Company held $2.7 billion in total cash, cash equivalents, and short-term investments at the end of the fourth quarter of fiscal year 2026, a decrease of $433.9 million from the end of the third quarter of fiscal year 2026.
Full Fiscal Year 2026:
Net revenue for fiscal year 2026 was $3.01 billion, with GAAP net loss of $6.9 billion, or $92.96 per diluted share. The GAAP net loss was driven by the equitization of certain amounts of our convertible notes in the fourth quarter of fiscal year 2026, which contributed to a one-time, non-cash loss on debt extinguishment of $7.8 billion. Net revenue for fiscal year 2025 was $1.6 billion, with GAAP net income of $25.9 million, or $0.37 per diluted share.
Non-GAAP net income for fiscal year 2026 was $782.3 million, or $8.67 per diluted share. Non-GAAP net income for fiscal year 2025 was $146.4 million, or $2.06 per diluted share.
The Company held $2.7 billion in total cash, cash equivalents, and short-term investments at the end of the fourth quarter of fiscal year 2026, an increase of $1.9 billion from the end of fiscal year 2025.




Financial Overview – Fiscal Fourth Quarter Ended June 27, 2026
GAAP Results ($ in millions)
Q4Q3Q4Change
FY 2026FY 2026FY 2025Q/QY/Y
Net revenue$1,006.3 $808.4 $480.7 24.5%109.3%
GAAP gross margin47.4 %44.2 %33.3 %320bps1,410bps
GAAP operating margin (loss)27.8 %21.6 %(1.7)%620bps2,950bps
Non-GAAP Results ($ in millions)
Q4Q3Q4Change
FY 2026FY 2026FY 2025Q/QY/Y
Net revenue$1,006.3 $808.4 $480.7 24.5%109.3%
Non-GAAP gross margin50.4 %47.9 %37.8 %250bps1,260bps
Non-GAAP operating margin36.6 %32.2 %15.0 %440bps2,160bps
Net Revenue by Product Type ($ in millions)
Q4% ofQ3Q4Change
FY 2026Net RevenueFY 2026FY 2025Q/QY/Y
Components$649.4 64.5 %$533.3 $320.4 21.8 %102.7 %
Systems356.9 35.5 %275.1 160.3 29.7 %122.6 %
Total$1,006.3 100.0 %$808.4 $480.7 24.5 %109.3 %

Financial Overview – Fiscal Year Ended June 27, 2026
GAAP Results ($ in millions)
FY 2026FY 2025Change Y/Y
Net revenue$3,014.0 $1,645.0 83.2%
GAAP Gross margin41.7 %28.0 %1,370bps
GAAP Operating margin (loss)17.4 %(10.9)%2,830bps
Non-GAAP Results ($ in millions)
FY 2026FY 2025Change Y/Y
Net revenue$3,014.0 $1,645.0 83.2%
Non-GAAP Gross margin46.0 %34.7 %1,130bps
Non-GAAP Operating margin29.8 %9.7 %2,010bps

Net Revenue by Product Type ($ in millions)
FY 2026FY 2025Change Y/Y
Components$2,005.6 $1,116.3 79.7%
Systems1,008.4 528.7 90.7%
Total$3,014.0 $1,645.0 83.2%
The tables above provide comparisons of quarterly and annual results to prior periods, including sequential quarterly and year-over-year changes. A reconciliation between GAAP and non-GAAP financial measures is contained in this release under the section titled “Use of Non-GAAP Financial Measures”.



Business Outlook
Lumentum expects the following for the first quarter of fiscal year 2027:
•Net revenue in the range of $1.225 billion to $1.275 billion
•Non-GAAP operating margin of 39.5% - 40.5%
•Non-GAAP diluted net income per share of $4.05 to $4.35
We have not provided reconciliations from GAAP to non-GAAP financial measures or the equivalent GAAP measure for non-GAAP financial measures in our outlook, as they cannot be provided without unreasonable effort. A large portion of non-GAAP adjustments, such as stock-based compensation and related payroll expenses, acquisition related costs, net, integration related costs, restructuring and related charges, non-GAAP income tax reconciling adjustments, and other non-GAAP adjustments are by their nature highly volatile and we have low visibility as to the range that may be incurred in the future.
Conference Call
Lumentum will host a conference call today, August 11, 2026, at 2:00 pm PT / 5:00 pm ET to discuss its fiscal fourth quarter and full year results. A live webcast of the call will be available in the Investors section of the Lumentum website at http://investor.lumentum.com. The earnings press release will be posted on http://investor.lumentum.com under the “News Releases” section. Supporting materials outlining the Company’s latest financial results will be posted on http://investor.lumentum.com under the “Events” section concurrently with this earnings press release. Lumentum has used, and intends to continue to use, its Investor Relations website as means of disclosing material nonpublic information and for complying with its disclosure obligations under Regulation FD. This press release is also being furnished as an exhibit to a Current Report on Form 8-K filed with the Securities and Exchange Commission and will be available at http://www.sec.gov/.
About Lumentum
Lumentum (NASDAQ: LITE) is a global leader in optical and photonic technologies that power the networks and infrastructure behind AI, cloud computing, and next-generation communications. Built on decades of photonics innovation, Lumentum delivers high-performance lasers, modules, and optical subsystems that enable scalable, energy-efficient data center connectivity, advanced telecom networks, industrial manufacturing, and sensing applications. Headquartered in San Jose, California, the company operates R&D, manufacturing, and sales facilities worldwide. Learn more at www.lumentum.com.




Forward-Looking Statements

This press release contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. These include statements regarding: our belief and expectations with respect to transition to optical links in data center architecture, demand in our markets (including accelerating AI demand) and for our products, product enhancement, revenue growth and opportunities, growth drivers, our total addressable market, our target model for revenue, and our guidance with respect to future net revenue, non-GAAP diluted earnings per share, and non-GAAP operating margin, and related assumptions. These forward-looking statements involve risks and uncertainties that could cause actual results to differ materially from those projected. Among the factors that could cause actual results to differ from those contemplated are: (a) uncertainty and volatility in the global markets, including uncertainty and volatility in the macroeconomic environment, volatility and uncertainty with respect to economic growth, inflationary pressures, changes in the political or economic environment, such as geopolitical conflicts, war, international trade regulation and restrictions (including tariffs, duties and export controls to be implemented by the U.S. and other countries), including for certain rare earth minerals, and the effect of such market disruptions on demand for our products, technology spending by our customers, our costs and expenses and our ability to obtain components for our products; (b) quarter-over-quarter product mix fluctuations, which can materially impact profitability measures due to the broad gross margin ranges across our portfolio; (c) decline of average selling prices across our businesses or increase in costs, either of which will also decrease our margins; (d) effects of seasonality; (e) our ability to increase our manufacturing capacity and our ability and the ability of our suppliers and contract manufacturers to meet production, quality, and delivery requirements for our forecasted demand; (f) changes in customer demand, including due to changes in inventory practices and end-customer demand, and potential order cancellations, reductions or delays and their effects; (g) our ability to attract and retain new customers, particularly in the cloud photonics and imaging and sensing markets; (h) the risk that our markets will not grow or develop as expected or that our strategies and ability to compete in those markets are not successful, (i) the risk that Lumentum’s financing or operating strategies will not be successful; (j) risks related to our restructuring initiatives and changes to our operations; (k) failure to successfully integrate acquisitions into our business or that we will not achieve the expected benefits; (l) risks related to servicing our current and future debt and compliance with the covenants under our revolving credit facility and term loans. A detailed discussion of these and other risks and uncertainties that could cause actual results and events to differ materially from such forward-looking statements is included in the Company’s Quarterly Report on Form 10-Q for the fiscal quarter ended March 28, 2026 filed with the Securities and Exchange Commission (the “SEC”), and in the Company’s other filings with the SEC, including the Company’s Annual Report on Form 10-K for the fiscal year ended June 27, 2026, which will be filed with the SEC, available at www.sec.gov, under the caption “Risk Factors” and elsewhere. The forward-looking statements contained in this presentation are made as of the date hereof and the Company assumes no obligation to update such statements, except as required by applicable law.


Contact Information

Investors:     Kathy Ta, +1.408.750.3853; investor.relations@lumentum.com
Media:         Victoria McDonald, +1.408.404.0636; media@lumentum.com
Category:    Financial
The following financial tables are presented in accordance with GAAP, unless otherwise specified.



LUMENTUM HOLDINGS INC.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(in millions, except per share data)
(unaudited)

Three Months EndedTwelve Months Ended
June 27, 2026June 28, 2025June 27, 2026June 28, 2025
Net revenue$1,006.3 $480.7 $3,014.0 $1,645.0 
Cost of sales509.8 301.5 1,680.5 1,102.9 
Amortization of acquired developed intangibles19.2 19.3 77.6 82.2 
Gross profit477.3 159.9 1,255.9 459.9 
Operating expenses:
    Research and development104.4 79.5 356.5 303.9 
    Selling, general and administrative91.2 83.6 363.2 348.2 
    Restructuring and related charges2.4 5.2 11.4 22.8 
    Gain on sale of facility— — — (34.9)
Total operating expenses198.0 168.3 731.1 640.0 
Income (loss) from operations279.3 (8.4)524.8 (180.1)
    Loss on debt extinguishment (1)
(7,756.6)— (7,756.6)— 
    Escrow settlement— — 27.5 — 
    Interest expense(3.6)(5.4)(21.8)(22.2)
    Other income, net22.6 2.4 53.3 30.2 
Total other (expense) income, net(7,737.6)(3.0)(7,697.6)8.0 
Loss before income taxes(7,458.3)(11.4)(7,172.8)(172.1)
Income tax (benefit) provision(296.6)(224.7)(237.7)(198.0)
Net (loss) income (1)
$(7,161.7)$213.3 $(6,935.1)$25.9 
Net (loss) income per share:
    Basic$(84.65)$3.06 $(92.96)$0.38 
    Diluted$(84.65)$2.96 $(92.96)$0.37 
Shares used to compute net (loss) income per share - common stock and preferred stock assuming conversion:
    Basic 84.6 69.6 74.6 69.0 
    Diluted84.6 72.0 74.6 69.6 
(1) The GAAP net loss for the three and twelve months ended June 27, 2026 was driven by the equitization of certain amounts of our convertible notes in the fourth quarter of fiscal year 2026, which contributed to a one-time, non-cash loss on debt extinguishment of $7.8 billion.



LUMENTUM HOLDINGS INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
(in millions, except per share data)
(unaudited)
June 27, 2026June 28, 2025
ASSETS
Current assets:
Cash and cash equivalents$2,043.5 $520.7 
Short-term investments694.9 356.4 
Accounts receivable, net 520.3 250.0 
Inventories691.6 470.1 
Prepayments and other current assets211.6 120.1 
Total current assets4,161.9 1,717.3 
Property, plant and equipment, net1,159.1 726.4 
Operating lease right-of-use assets, net29.2 27.9 
Goodwill1,069.3 1,060.9 
Other intangible assets, net326.9 465.1 
Deferred tax asset530.9 210.3 
Other non-current assets30.2 10.8 
Total assets$7,307.5 $4,218.7 
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Accounts payable$567.4 $225.2 
Accrued payroll and related expenses146.3 57.9 
Accrued expenses64.9 34.6 
Current portion of long-term debt1,596.9 10.6 
Operating lease liabilities, current13.5 11.4 
Other current liabilities91.5 53.1 
Total current liabilities2,480.5 392.8 
Long-term debt40.5 2,562.6 
Operating lease liabilities, non-current20.3 23.6 
Deferred tax liability7.1 7.2 
Other non-current liabilities115.2 97.8 
Total liabilities2,663.6 3,084.0 
Stockholders’ equity:
Preferred stock, $0.001 par value, 10 authorized shares, 2.9 shares and zero shares issued and outstanding as of June 27, 2026 and June 28, 2025, respectively
— — 
Common stock, $0.001 par value, 990 authorized shares; 88.6 and 69.8 shares issued and outstanding as of June 27, 2026 and June 28, 2025, respectively
0.1 0.1 
Additional paid-in capital12,430.1 1,986.8 
Accumulated deficit(7,796.3)(861.2)
Accumulated other comprehensive income10.0 9.0 
Total stockholders’ equity4,643.9 1,134.7 
Total liabilities and stockholders’ equity$7,307.5 $4,218.7 




Use of Non-GAAP Financial Measures

In this press release, Lumentum provides investors with certain non-GAAP financial measures: gross profit, gross margin, research and development expense, selling, general and administrative expense, operating margin, income (loss) from operations, total other income (expense), net, income before income taxes, provision (benefit) for income taxes, net income (loss), shares used in per share calculation, and net income (loss) per share on a non-GAAP basis, as well as the non-GAAP measures of EBITDA and Adjusted EBITDA. Lumentum believes this non-GAAP financial information provides additional insight into the Company’s on-going business operations and results, and has therefore chosen to provide this information to investors for a more consistent basis of comparison and to help them evaluate the results of the Company’s on-going operations and enable more meaningful period to period comparisons. In addition, the Company believes that providing certain of these measures allows investors to better understand the Company’s operating performance and, importantly, to evaluate the methodology and information used by management to monitor, manage, evaluate and measure the Company’s business and results of operations. However, investors are cautioned that there are material limitations associated with the use of non-GAAP financial measures as an analytical tool. In particular, many of the adjustments to our GAAP financial measures reflect the exclusion of items that are recurring and will be reflected in our financial results for the foreseeable future. Moreover, the non-GAAP financial measures we present may be different from non-GAAP financial measures used by other companies or may not be comparable to similarly titled measurements reported by other companies, limiting their usefulness for comparison purposes. We do not consider non-GAAP financial measures to be a substitute for, or superior to, the information provided by GAAP financial measures, and the non-GAAP financial measures used in this press release should not be considered in isolation from measures of financial performance prepared in accordance with GAAP.
Our non-GAAP measures used in this press release exclude (i) stock-based compensation and related payroll taxes, (ii) acquisition-related warranty provision, (iii) escrow settlement, (iv) acquisition related costs, net (v) integration related costs, (vi) amortization of acquired intangibles, (vii) restructuring and related charges, (viii) intangible assets write-off, (ix) gain on sale of facility, (x) foreign exchange losses (gains), net, (xi) loss on debt extinguishment, (xii) inducement expense, (xiii) non-cash interest expense, (xiv) other charges or income related to non-recurring activities, and (xv) non-GAAP income tax reconciling adjustments.
We utilize a long-term projected non-GAAP tax rate to compute our non-GAAP income tax provision. The long-term projected non-GAAP tax rate is based on a multi-year projection of our estimated annual GAAP income tax forecast, adjusted to account for the tax effect of non-GAAP pretax adjustments as well as the effects of significant non-recurring and period specific tax items. Our non-GAAP tax provision for fiscal year 2026 is 16.5%. The difference between our GAAP income tax provision and our non-GAAP income tax provision is presented as non-GAAP income tax reconciling adjustments.
A quantitative reconciliation between GAAP and non-GAAP financial data is included in the supplemental financial table attached to this press release.




LUMENTUM HOLDINGS INC.
RECONCILIATION OF GAAP TO NON-GAAP FINANCIAL MEASURES
(in millions, except per share data)
(unaudited)
Three Months EndedTwelve Months Ended
June 27, 2026March 28, 2026June 28, 2025June 27, 2026June 28, 2025
Gross profit on GAAP basis$477.3 $357.0 $159.9 $1,255.9 $459.9 
Stock-based compensation and related payroll taxes (1)
10.5 10.5 8.8 44.0 36.9 
Acquisition-related warranty provision (2)
— — — 9.8 — 
Integration related costs— 0.2 0.6 0.2 2.9 
Amortization of acquired intangibles19.2 19.3 19.3 77.6 82.2 
Other charges, net (7)
(0.1)(0.1)(7.0)(0.8)(10.4)
Gross profit on non-GAAP basis$506.9 $386.9 $181.6 $1,386.7 $571.5 
Gross margin on non-GAAP basis50.4 %47.9 %37.8 %46.0 %34.7 %
Research and development on GAAP basis$104.4 $90.6 $79.5 $356.5 $303.9 
Stock-based compensation and related payroll taxes (1)
(13.5)(11.5)(11.4)(46.8)(43.3)
Integration related costs— (0.2)— (0.2)(0.3)
Amortization of acquired intangibles(0.4)(0.5)(0.4)(1.7)(1.6)
Intangible assets write-off(2.5)— (0.1)(2.5)(2.7)
Other charges, net (7)
(0.5)— — (0.5)— 
Research and development on non-GAAP basis$87.5 $78.4 $67.6 $304.8 $256.0 
Selling, general and administrative on GAAP basis$91.2 $90.8 $83.6 $363.2 $348.2 
Stock-based compensation and related payroll taxes (1)
(26.1)(24.8)(19.8)(100.5)(97.0)
Acquisition related costs, net (3)
— (0.4)(0.7)(2.1)(1.2)
Integration related costs(0.5)(1.0)(0.7)(2.0)(6.0)
Amortization of acquired intangibles(13.9)(14.0)(14.9)(56.4)(65.9)
Other charges, net (7)
(0.1)(2.8)(5.8)(17.3)(22.7)
Selling, general and administrative on non-GAAP basis$50.6 $47.8 $41.7 $184.9 $155.4 
Income (loss) from operations on GAAP basis$279.3 $174.5 $(8.4)$524.8 $(180.1)
Stock-based compensation and related payroll taxes (1)
50.1 46.8 40.0 191.3 177.2 
Acquisition-related warranty provision (2)
— — — 9.8 — 
Acquisition related costs, net (3)
— 0.4 0.7 2.1 1.2 
Integration related costs0.5 1.4 1.3 2.4 9.2 
Amortization of acquired intangibles33.5 33.8 34.6 135.7 149.7 
Restructuring and related charges (4)
2.4 1.1 5.2 11.4 22.8 
Intangible assets write-off 2.5 — 0.1 2.5 2.7 
Gain on sale of facility— — — — (34.9)
Other charges, net (7)
0.5 2.7 (1.2)17.0 12.3 
Income from operations on non-GAAP basis$368.8 $260.7 $72.3 $897.0 $160.1 
Operating margin on non-GAAP basis36.6 %32.2 %15.0 %29.8 %9.7 %
Total other income (expense), net on GAAP basis$(7,737.6)$9.3 $(3.0)$(7,697.6)$8.0 
Escrow settlement (2)
— — — (27.5)— 
Acquisition related income (3)
— — — (1.8)— 



Foreign exchange losses (gains), net2.2 (0.8)5.8 0.5 4.2 
Loss on debt extinguishment (5)
7,756.6 — — 7,756.6 — 
Inducement expense (6)
— — — 5.9 — 
Non-cash interest expense0.8 1.1 0.7 3.8 3.0 
Total other income, net on non-GAAP basis$22.0 $9.6 $3.5 $39.9 $15.2 
Income (loss) before income taxes on GAAP basis$(7,458.3)$183.8 $(11.4)$(7,172.8)$(172.1)
Stock-based compensation and related payroll taxes (1)
50.1 46.8 40.0 191.3 177.2 
Acquisition-related warranty provision (2)
— — — 9.8 — 
Escrow settlement (2)
— — — (27.5)— 
Acquisition related costs, net (3)
— 0.4 0.7 0.3 1.2 
Integration related costs0.5 1.4 1.3 2.4 9.2 
Amortization of acquired intangibles33.5 33.8 34.6 135.7 149.7 
Restructuring and related charges (4)
2.4 1.1 5.2 11.4 22.8 
Gain on sale of facility— — — — (34.9)
Intangible assets write-off
2.5 — 0.1 2.5 2.7 
Foreign exchange losses (gains), net2.2 (0.8)5.8 0.5 4.2 
Loss on debt extinguishment (5)
7,756.6 — — 7,756.6 — 
Inducement expense (6)
— — — 5.9 — 
Non-cash interest expense0.8 1.1 0.7 3.8 3.0 
Other charges, net (7)
0.5 2.7 (1.2)17.0 12.3 
Income before income taxes on non-GAAP basis$390.8 $270.3 $75.8 $936.9 $175.3 
Income tax provision (benefit) on GAAP basis$(296.6)$39.6 $(224.7)$(237.7)$(198.0)
Non-GAAP income tax reconciling adjustments361.1 5.0 237.2 392.3 226.9 
Income tax provision on non-GAAP basis$64.5 $44.6 $12.5 $154.6 $28.9 
Net income (loss) on GAAP basis$(7,161.7)$144.2 $213.3 $(6,935.1)$25.9 
Stock-based compensation and related payroll taxes (1)
50.1 46.8 40.0 191.3 177.2 
Acquisition-related warranty provision (2)
— — — 9.8 — 
Escrow settlement (2)
— — — (27.5)— 
Acquisition related costs, net (3)
— 0.4 0.7 0.3 1.2 
Integration related costs0.5 1.4 1.3 2.4 9.2 
Amortization of acquired intangibles33.5 33.8 34.6 135.7 149.7 
Restructuring and related charges (4)
2.4 1.1 5.2 11.4 22.8 
Intangible assets write-off 2.5 — 0.1 2.5 2.7 
Gain on sale of facility— — — — (34.9)
Foreign exchange losses (gains), net2.2 (0.8)5.8 0.5 4.2 
Loss on debt extinguishment (5)
7,756.6 — — 7,756.6 — 
Inducement expense (6)
— — — 5.9 — 
Non-cash interest expense0.8 1.1 0.7 3.8 3.0 
Other charges (income), net (7)
0.5 2.7 (1.2)17.0 12.3 
Non-GAAP income tax reconciling adjustments(361.1)(5.0)(237.2)(392.3)(226.9)
Net income on non-GAAP basis$326.3 $225.7 $63.3 $782.3 $146.4 
Net income per share on non-GAAP basis$3.23 $2.37 $0.88 $8.67 $2.06 
Shares used in per share calculation - diluted on GAAP basis84.6 96.2 72.0 74.6 69.6 



Non-GAAP adjustment (8)
16.5 (1.0)— 15.6 1.6 
Shares used in per share calculation - diluted on non-GAAP basis101.1 95.2 72.0 90.2 71.2 

(1) Stock-based compensation and related payroll taxes for the three and twelve months ended June 27, 2026 includes $9.3 million and $21.1 million of payroll taxes on stock-based compensation, respectively.
(2) During the twelve months ended June 27, 2026, we completed the settlement process with the sellers on the escrow agreement for the acquisition of Cloud Light. We believe the completion of this settlement represents a non-recurring activity as it relates directly to an acquisition. The settlement of $27.5 million, recorded as escrow settlement, for the twelve months ended June 27, 2026 represents the mutually agreed escrow settlement associated with indemnification obligations and working capital adjustments, including warranty adjustments, under the Cloud Light Merger Agreement. Acquisition-related warranty provision of $9.8 million associated with Cloud Light’s legacy products is recorded in cost of sales. As the measurement period for U.S. GAAP expired, these amounts were all included in our condensed consolidated results of operations on a GAAP basis as no further adjustments to the purchase consideration of Cloud Light can be made. Therefore, for non-GAAP reporting purposes, we have removed the net benefit of $17.7 million for the twelve months ended June 27, 2026.
(3) Acquisition related costs, net for the twelve months ended June 27, 2026 represent legal expenses incurred related to the Cloud Light escrow settlement of $1.7 million and $0.4 million of legal expenses and other professional fees incurred related to an acquisition of a business in fiscal year 2026 in selling, general and administrative expenses offset by $1.8 million of interest income from the Cloud Light escrow fund in other income, net.
(4) During the three and twelve months ended June 27, 2026, we recorded restructuring and related charges of $2.4 million and $11.4 million, respectively, primarily related to a reduction in force during the period in order to enhance operational efficiency and realign our investments toward the most critical initiatives.
(5) Loss on debt extinguishment of $7.8 billion for the three and twelve months ended June 27, 2026 resulted from the equitization of certain amounts of our 2026 Notes, 2028 Notes, and 2029 Notes (collectively “Extinguished Notes”) as we exchanged our common shares to settle these Extinguished Notes. Included in loss on debt extinguishment are $7.8 billion of conversion value in excess of principal amounts, $3.1 million of related transaction costs and $2.9 million of unamortized debt issuance costs, offset by $2.9 million of forfeited interest and $1.6 million of a negotiated exchange discount.
(6) Inducement expense on the partial repurchase of our 2026 Notes for the twelve months ended June 27, 2026 represents the excess of fair value of the total consideration over the fair value of securities issuable pursuant to the original conversion terms, which was recorded during the first quarter of fiscal year 2026.
(7) Other charges, net for the twelve months ended June 27, 2026 mainly includes legal fees of $9.6 million primarily related to non-ordinary course legal matters and an impairment charge of $7.7 million to write-down assets held for sale to fair value less cost to sell in selling, general and administrative expenses.
(8) The adjustment for the three months ended June 27, 2026 represents the impact of potentially dilutive common shares resulting from stock-based benefit plans, which includes the assumed exercise of outstanding stock options, assumed vesting of equity awards, assumed issuance of stock under the ESPP, of about 3.1 million shares, and assumed conversion of our outstanding convertible notes of about 14.0 million shares reduced by 0.6 million shares from the impact of the capped call options. The adjustment for the twelve months ended June 27, 2026 represents the impact of potentially dilutive common shares resulting from stock-based benefit plans, which includes the assumed exercise of outstanding stock options, assumed vesting of equity awards, assumed issuance of stock under the ESPP, of about 2.8 million shares, and assumed conversion of our outstanding convertible notes of 13.6 million shares reduced by 0.8 million shares from the impact of the capped call options. Our outstanding capped call options are anti-dilutive as they are specifically designed to mitigate the dilutive impact of the 2032 Notes, such that no dilution will occur until the capped call price is exceeded. Therefore, we reduced 0.6 million and 0.8 million shares from the capped call in the calculation of non-GAAP diluted shares in the three and twelve months ended June 27, 2026 to provide investors with useful information in evaluating our performance on a per share basis.
We calculate basic net (loss) income per share pursuant to the two-class method as a result of the issuance of the Series A Convertible Preferred Stock (the “Preferred Stock”) in March 2026. Our Preferred Stock represents a second class of common stock for purposes of computing net (loss) income per share under the two-class method as it is entitled to receive dividends on an as-converted basis in the same manner as holders of common stock and does not have any material preferential rights relative to our common stock.



Diluted net (loss) income per share is calculated assuming the Preferred Stock have been converted into common stock, and the related shares are included in diluted weighted-average shares outstanding.
As the Preferred Stock participates on an if-converted basis, and there are no dividends, the (loss) income allocated to the two classes of stock converge and the results are mathematically equal. Thus, basic and diluted net (loss) income per share is calculated assuming the Preferred Stock have been converted into common stock, and the related shares are included in the weighted average shares outstanding.




LUMENTUM HOLDINGS INC.
RECONCILIATION OF GAAP NET (LOSS) INCOME TO ADJUSTED EBITDA
(in millions, except per share data)
(unaudited)

Three Months EndedTwelve Months Ended
June 27, 2026March 28, 2026June 28, 2025June 27, 2026June 28, 2025
GAAP net (loss) income$(7,161.7)$144.2 $213.3 $(6,935.1)$25.9 
Loss on debt extinguishment7,756.6 — — 7,756.6 — 
Escrow settlement— — — (27.5)— 
Interest expense3.6 6.2 5.4 21.8 22.2 
Other income, net(22.6)(15.5)(2.4)(53.3)(30.2)
Income tax (benefit) provision(296.6)39.6 (224.7)(237.7)(198.0)
Depreciation expense37.6 32.8 26.4 128.8 104.3 
Amortization of acquired intangibles33.5 33.8 34.6 135.7 149.7 
EBITDA350.4 241.1 52.6 789.3 73.9 
Restructuring and related charges2.4 1.1 5.2 11.4 22.8 
Stock-based compensation and related payroll taxes50.1 46.8 40.0 191.3 177.2 
Acquisition-related warranty provision— — — 9.8 — 
Acquisition related costs, net— 0.4 0.7 2.1 1.2 
Integration related costs0.5 1.4 1.3 2.4 9.2 
Intangible assets write-off 2.5 —0.1 2.5 2.7 
Gain on sale of facility— — — — (34.9)
Other charges (income), net0.5 2.7 (1.2)17.0 12.1 
Adjusted EBITDA$406.4 $293.5 $98.7 $1,025.8 $264.2 



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