Lumentum signs Marvell merger at $115B enterprise value
The post-closing governance plan adds three Lumentum-designated directors to Marvell’s board while Matt Murphy remains chairman and CEO.
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Rhea-AI Filing Summary
Lumentum Holdings Inc. agreed to be acquired by Marvell Technology in an all-stock merger. Each outstanding Lumentum common share will convert at the effective time into the right to receive 4.500 Marvell common shares, subject to exceptions in the agreement. The transaction implies a Lumentum enterprise value of $115 billion, or approximately $1,132 per share, representing an approximately 23.9% premium based on each company’s unaffected closing share price on October 28, 2026.
Both boards unanimously approved the agreement. Closing is expected in the first half of calendar 2028, subject to stockholder and regulatory approvals and other customary conditions. The parties expect Marvell stockholders to own approximately 67% and Lumentum stockholders approximately 33% of the combined company on a fully diluted basis. Matt Murphy is expected to remain chairman and CEO, and three Lumentum directors, including CEO Michael Hurlston, are expected to join Marvell’s board.
The agreement provides for conditional termination fees: $5.8 billion payable by Marvell, $2.9 billion payable by Lumentum, and a separate $3.2 billion regulatory termination fee payable by Marvell in specified circumstances. Lumentum Series A preferred holders may elect one Marvell Series B preferred share for each Lumentum preferred share instead of common-stock consideration.
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d)
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| Item 1.01. | Entry Into a Material Definitive Agreement. |
The Merger
On November 1, 2026, Lumentum Holdings Inc., a Delaware corporation (“Lumentum” or the “Company”), entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Marvell Technology, Inc., a Delaware corporation (“Marvell”), Java Merger Sub, Inc., a Delaware corporation and a wholly owned subsidiary of Marvell (“Merger Sub I”) and Java Merger Sub II, Inc., a Delaware corporation and a wholly owned subsidiary of Marvell (“Merger Sub II” and together with Merger Sub I, each a “Merger Sub” and collectively the “Merger Subs”).
Upon the terms and subject to the conditions of the Merger Agreement, Merger Sub I will merge with and into Lumentum (the “First Merger”), with Lumentum continuing as the surviving corporation (the “Surviving Corporation”) and as a wholly owned subsidiary of Marvell, and promptly following the Effective Time (as defined below), the Surviving Corporation will merge with and into Merger Sub II (the “Second Merger” and, collectively or in seriatim with the First Merger, as applicable, the “Merger”), with Merger Sub II continuing as the surviving corporation of the Second Merger (the “Second Surviving Corporation”).
The board of directors of Lumentum (the “Lumentum Board”) has unanimously: (i) approved and declared advisable the Merger Agreement and the transactions contemplated by the Merger Agreement, including the Merger, (ii) determined that the Merger Agreement and the transactions contemplated thereby, including the Merger, are fair to, and in the best interests of, Lumentum and its stockholders, and (iii) resolved to recommend that Lumentum’s stockholders adopt the Merger Agreement.
Merger Consideration
At the effective time of the First Merger (the “Effective Time”), each share of common stock, par value $0.001 per share, of Lumentum (the “Lumentum Common Stock”) that is issued and outstanding immediately prior to the Effective Time, subject to certain exceptions in the Merger Agreement, will be converted into the right to receive 4.500 shares of common stock, par value $0.002 per share, of Marvell (the “Marvell Common Stock,” and such ratio, the “Exchange Ratio”),with cash in lieu of fractional shares of Marvell Common Stock payable in accordance with the Merger Agreement (the “Common Stock Merger Consideration”).
At the Effective Time, each share of preferred stock, par value $0.001 per share, of Lumentum designated as Series A Convertible Preferred Stock (the “Lumentum Series A Preferred Stock” and, together with the Lumentum Common Stock, the “Lumentum Capital Stock”) that is issued and outstanding immediately prior to the Effective Time, subject to certain exceptions in the Merger Agreement, will be converted into the right to receive a number of shares of Marvell Common Stock equal to the product of (a) the number of shares of Lumentum Common Stock into which such share of Lumentum Preferred Stock is convertible pursuant to its terms as of immediately prior to the Effective Time and (b) the Exchange Ratio, with cash in lieu of fractional shares of Marvell Common Stock payable in accordance with the Merger Agreement (the “Preferred Common Stock Merger Consideration”).
However, if a holder of shares of Lumentum Series A Preferred Stock makes an election in accordance with the terms of the Merger Agreement to receive the Merger Consideration in the form of Series B Convertible Preferred Stock, par value $0.002 per share, of Marvell (the “Marvell Series B Preferred Stock,” and such election, a “Preferred Stock Election”), then each share of Lumentum Preferred Stock that is held by such holder immediately prior to the Effective Time will instead be converted into the right to receive one share of Marvell Series B Preferred Stock (the “Series B Preferred Stock Merger Consideration” and together with the Preferred Common Stock Merger Consideration and the Common Stock Merger Consideration, the “Merger Consideration”). The Marvell Series B Preferred Stock is intended to have the same terms and rights as the Lumentum Series A Preferred Stock, except that each share is convertible for the Preferred Common Stock Merger Consideration.
The shares of Marvell Common Stock to be issued in connection with the Merger will be listed on the Nasdaq Global Select Market (“Nasdaq”). In connection with the issuance of the Merger Consideration by Marvell, as promptly as reasonably practicable following the date of the Merger Agreement, Marvell and Lumentum will jointly prepare and cause to be filed with the U.S. Securities and Exchange Commission (the “SEC”) a registration statement on Form S-4 (the “Form S-4”), which will include the joint proxy statement of Marvell and Lumentum for their respective meetings of stockholders relating to the transactions contemplated by the Merger Agreement.
Treatment of Equity Awards
Under the terms of the Merger Agreement, each Lumentum equity award, consisting of stock options, restricted stock units and performance stock units, that is outstanding immediately prior to the Effective Time will be converted into an equivalent Marvell equity award, including with respect to vesting conditions (including termination protection and provisions, expiration and post-termination exercisability), except that performance stock units will be converted into solely time-vesting restricted stock units. The number of shares of Marvell Common Stock subject to each converted equity award will be equal to the number of shares of Lumentum Common Stock then subject to the award (with the number of shares subject to any performance stock unit determined based on (i) the greater of target and actual performance levels for stock price performance metrics and (ii) except as otherwise provided by the terms of the Company’s Change in Control and Severance Benefits Plan, as amended and restated, that would apply assuming a participant’s qualifying termination of employment upon the consummation of the Merger, at projected actual performance for all other performance metrics measured through the Effective Time), multiplied by the Exchange Ratio, and the exercise price of each converted stock option will be equal to the exercise price of the Lumentum stock option divided by the Exchange Ratio.
Notwithstanding the foregoing, each restricted stock unit of Lumentum that is outstanding and held by a non-employee director as of immediately prior to the Effective Time will instead be cancelled and converted into the right to receive the Common Stock Merger Consideration.
Post-Closing Governance
Effective as of immediately following the Effective Time, Marvell will appoint three (3) individuals designated by Lumentum from among the members of the Lumentum board of directors and reasonably acceptable to Marvell to the Marvell Board, and Marvell will nominate each such designee who is still serving for election at Marvell’s first annual meeting of stockholders following the Effective Time.
Representations, Warranties and Covenants
The Merger Agreement contains customary representations and warranties of Marvell and Lumentum relating to their respective businesses. Additionally, the Merger Agreement provides for customary pre-closing covenants of each of Marvell and Lumentum, including (a) subject to certain exceptions, to conduct their respective businesses in the ordinary course; (b) to cooperate and use reasonable best efforts to obtain required regulatory approvals; (c) unless the Merger Agreement is terminated in accordance with its terms, to hold a meeting of their respective stockholders to seek the requisite stockholder approvals; (d) not to solicit proposals relating to certain alternative transactions from third parties, including alternative acquisitions or business combination transactions involving Marvell or Lumentum, as applicable (an “Alternative Transaction”); (e) subject to certain limited exceptions, not to participate in any discussions with third parties concerning or provide nonpublic information to third parties in connection with an Alternative Transaction; and (f) subject to certain limited exceptions, not to enter into any agreement relating to an Alternative Transaction.
Closing Conditions
The completion of the Merger is subject to customary conditions, including, among others, (a) adoption of the Merger Agreement by Lumentum’s stockholders; (b) approval of the Share Issuance and the Charter Amendment by Marvell’s stockholders; (c) the expiration or termination of any waiting period applicable to the Merger under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (the “HSR Act”), and the receipt of certain other required regulatory approvals; (d) the absence of a legal restraint imposed by certain governmental authorities; (e) effectiveness of the Form S-4; (f) authorization for listing of the shares of Marvell Common Stock to be issued in the Merger on Nasdaq; (g) the representations and warranties of Marvell and Lumentum being true and correct (subject to certain qualifications); (h) the filing of the Charter Amendment and, if a holder of Lumentum Series A Preferred Stock has made a Preferred Stock Election, the certificate of designation for the Marvell Series B Preferred Stock with the Secretary of State of the State of Delaware; (i) the absence of a material adverse effect on Marvell or Lumentum; and (j) the performance in all material respects by the parties of their respective obligations under the Merger Agreement.
Termination Rights
The Merger Agreement contains certain customary termination rights for Marvell and Lumentum, including, among others, (a) if the Merger is not consummated by 11:59 p.m. Pacific Time on November 1, 2027, which may be extended to February 1, 2028, May 1, 2028 and August 1, 2028, in each case under certain circumstances if required regulatory approvals have not been obtained (the “Outside Date”); (b) if the requisite approval of Lumentum’s stockholders is not obtained at Lumentum’s stockholder meeting or if the requisite approvals of Marvell’s stockholders is not obtained at Marvell’s stockholder meeting; (c) if the other party’s board of directors withdraws its recommendation to such other party’s stockholders regarding the Merger Agreement; (d) if the other party breaches any of its representations, warranties, covenants or other agreements in a manner that would cause certain conditions to the consummation of the Merger set forth in the Merger Agreement to not be satisfied (subject to certain cure rights); (e) in certain limited circumstances, by a party in order to enter into a definitive agreement providing for unsolicited “Superior Proposal” (as defined in the Merger Agreement), on the terms and subject to the conditions set forth in the Merger Agreement, including the payment by such party of the applicable Termination Fee; and (f) if any governmental entity of certain competent jurisdictions has issued a legal restraint that would cause the relevant closing condition to not be satisfied and such legal restraint has become final and non-appealable.
Termination Fees
If the Merger Agreement is terminated by Lumentum because the Marvell Board withdraws its recommendation to its stockholders regarding the Merger Agreement, or if Marvell terminates the Agreement to enter into a definitive agreement providing for a Superior Proposal, Marvell will be required to pay Lumentum a termination fee equal to $5.8 billion (the “Marvell Termination Fee”). Marvell is also required to pay the Marvell Termination Fee to Lumentum if the Merger Agreement is terminated in certain circumstances after a proposal for an Alternative Transaction is made and, within twelve months of termination, Marvell enters into a definitive agreement regarding, or consummates, an Alternative Transaction for a majority of Marvell. Lumentum is subject to reciprocal obligations to pay a termination fee equal to $2.9 billion (the “Lumentum Termination Fee” and, each of the Marvell Termination Fee and the Lumentum Termination Fee, a “Termination Fee”) to Marvell in corresponding circumstances.
Marvell will be required to pay a termination fee equal to $3.2 billion to Lumentum (the “Regulatory Termination Fee”) if the Merger Agreement is terminated in certain circumstances related to (a) the failure to consummate the Merger prior to the Outside Date; (b) the issuance of a final and non-appealable legal restraint under the HSR Act or certain other specified antitrust or foreign investment laws; or (c) because a required regulatory approval has been denied and the denial has become final and non-appealable, if, in each case of (a)–(c), at the time of termination, all conditions to closing other than those relating to regulatory approvals and regulatory legal restraints have been satisfied (or, for those conditions to be satisfied at closing, are capable of being satisfied).
The foregoing description of the Merger Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Merger Agreement, which is attached hereto as Exhibit 2.1 and is incorporated herein by reference.
The representations, warranties and covenants of each party set forth in the Merger Agreement have been made only for the purposes of, and were and are solely for the benefit of the parties to, the Merger Agreement, may be subject to limitations agreed upon by the contracting parties, including being qualified by confidential disclosures made for the purposes of allocating contractual risk between the parties to the Merger Agreement instead of establishing these matters as facts, and may be subject to standards of materiality applicable to the contracting parties that differ from those applicable to investors. Accordingly, the representations and warranties may not describe the actual state of affairs at the date they were made or at any other time, and investors should not rely on them as statements of fact. In addition, such representations and warranties (1) will not survive consummation of the Merger, (2) were made only as of the date of the Merger Agreement or such other date as is specified in the Merger Agreement and (3) are subject to limitations agreed upon by the parties, including being qualified by confidential disclosures made by each contracting party to the other for the purposes of allocating contractual risk between them. Moreover, information concerning the subject matter of the representations and warranties may change after
the date of the Merger Agreement, which subsequent information may or may not be fully reflected in the parties’ public disclosures. Accordingly, the Merger Agreement is included with this filing only to provide investors with information regarding the terms of the Merger Agreement, and not to provide investors with any factual information regarding Marvell or Lumentum, their respective affiliates or their respective businesses. The Merger Agreement should not be read alone, but should instead be read in conjunction with the other information regarding Marvell, Lumentum, their respective affiliates or their respective businesses, the Merger Agreement and the Merger that will be contained in, or incorporated by reference into, the Registration Statement on Form S-4 that will include a joint proxy statement of Marvell and Lumentum and a prospectus of Marvell, as well as in the Forms 10-K, Forms 10-Q and other filings that each of Marvell and Lumentum make with the SEC.
| Item 5.02. | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
On November 1, 2026, the Company entered into a reimbursement and indemnification agreement (a “Tax reimbursement agreement”) with the Company’s Chief Executive Officer, Michael Hurlston, pursuant to which, in connection with the Merger, (i) the Company and Mr. Hurlston will cooperate in good faith with respect to the implementation of strategies intended to mitigate the effects of Section 280G of the Internal Revenue Code of 1986, as amended (the “Code”), and (ii) in the event that the implementation of any such strategies results in excess incremental tax or other liabilities to Mr. Hurlston or excise tax under Section 4999 of the Code is still owed by Mr. Hurlston after the implementation of such strategies, the Company will provide Mr. Hurlston with a payment that would place Mr. Hurlston in the same after-tax position that he would have been in if the excise tax did not apply. The Tax reimbursement agreement will be null and void if the Merger Agreement is terminated for any reason prior to the Effective Time. The foregoing description of Mr. Hurlston’s Tax reimbursement agreement does not purpose to be complete and is qualified in its entirety by the text of the agreement, a copy of which will be filed as an exhibit to the Company’s Quarterly Report on Form 10-Q for the fiscal quarter ending November 5, 2026.
Also on November 1, 2026, the Lumentum Board approved the Company’s entry into a Tax reimbursement agreement with the Company’s other named executive officers, as may be necessary or advisable to mitigate the effects of Section 280G of the Code on such executives.
| Item 7.01. | Regulation FD Disclosure. |
Press Release
The joint press release furnished as Exhibit 99.1 hereto also announced that Marvell and Lumentum will be hosting a joint investor conference call at 8:00 a.m., Eastern Time, on November 2, 2026, to discuss the transactions contemplated by the Merger Agreement. The presentation materials for the conference call and webcast are attached hereto as Exhibit 99.2.
The information in Item 7.01 of this Current Report, including the accompanying Exhibits 99.1 and 99.2, are being furnished and shall not be deemed “filed” for the purposes of Section 18 of the Exchange Act, or otherwise subject to the liabilities of Section 18. The information in Item 7.01 of this Current Report shall not be incorporated by reference into any registration statement or other document filed pursuant to the Securities Act or the Exchange Act, regardless of any general incorporation language contained in such filing.
Additional Information About the Transaction and Where to Find It
This communication relates to a proposed transaction between Marvell and 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.
| Item 9.01. | Financial Statements and Exhibits. |
| (d) | Exhibits. |
| Exhibit |
Description of Exhibit | |
| 2.1 | Agreement and Plan of Merger, dated as of November 1, 2026, by and among Marvell Technology, Inc., Lumentum Holdings Inc., Java Merger Sub, Inc. and Java Merger Sub II, Inc.† | |
| 99.1 | Joint Press Release of Marvell Technology, Inc. and Lumentum Holdings Inc., dated November 2, 2026 | |
| 99.2 | Investor Presentation, dated November 2, 2026 | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) | |
| † | Schedules and exhibits have been omitted pursuant to Item 601(a)(5) of Regulation S-K. The registrant hereby undertakes to furnish supplementally a copy of any omitted schedule or exhibit upon request by the SEC. |
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 | |
Date: November 2, 2026
[Signature Page to Form 8-K]
Exhibit 99.1
MARVELL AND LUMENTUM TO COMBINE, CREATING A CATEGORY LEADER IN AI CONNECTIVITY
| • | Combines two of the fastest-growing enablers of AI, bringing together complementary electrical and optical technologies to address increasingly complex connectivity requirements across next-generation AI infrastructure |
| • | Expected to create a broad full-stack connectivity portfolio that is intended to enable end-to-end extreme co-design, high-volume production of fully-optimized, pre-validated optical solutions and faster time to market for customers |
| • | Expected to expand the combined company’s total addressable market to $550 billion |
| • | The transaction is expected to enhance the combined company’s long-term revenue growth, non-GAAP gross margin and non-GAAP operating margin profile, provide line of sight to more than $1 billion in annual run-rate cost synergies, and is expected to be accretive to Marvell non-GAAP earnings per share in year one post-close |
SANTA CLARA, Calif. and SAN JOSE, Calif. – November 2, 2026 – Marvell Technology, Inc. (NASDAQ: MRVL) and Lumentum (NASDAQ: LITE) today announced that they have entered into a definitive agreement for Marvell to acquire Lumentum in an all-stock transaction. Under the terms of the agreement, Lumentum stockholders will receive a fixed exchange ratio of 4.500 shares of Marvell common stock for each share of Lumentum common stock they own. The transaction has an implied enterprise value of $115 billion for Lumentum, representing approximately $1,132 per share of Lumentum common stock and a premium of approximately 23.9% based on each company’s unaffected closing share price as of October 28, 2026, the last trading day before market speculation regarding a potential transaction began. Post-closing, current Marvell stockholders will own approximately 67% of the combined company on a fully diluted basis, while Lumentum stockholders will own approximately 33%.
The AI infrastructure industry is at an inflection point. Rapidly growing bandwidth requirements and the physical limitations of copper-based connectivity are accelerating the transition toward optical technologies. As AI infrastructure scales to increasingly complex architectures, particularly scale-up and scale-in, the industry is shifting from discrete, modular components toward highly integrated optical solutions that require much closer co-design of electrical and optical technologies to deliver greater bandwidth, performance and energy efficiency.
The combination brings together best-in-breed technology to meet this need, joining Marvell’s strengths in electrical and optical interconnect, network switching, custom XPU and XPU attach, and advanced semiconductor technologies with Lumentum’s expertise in high-performance lasers, optical transceivers, optical circuit switching (OCS) and specialized compound semiconductor manufacturing. Following closing, the combined company is expected to offer a highly complementary portfolio spanning leading-edge CMOS, silicon photonics, compound semiconductors, advanced packaging and manufacturing capabilities. The combination is intended to enable deeper integration and co-design across the electrical and optical signal chain, positioning Marvell to deliver highly optimized connectivity solutions across a wide range of distances, from distributed data centers to connections within advanced semiconductor packages.
“AI infrastructure is undergoing a fundamental architectural shift toward optical connectivity, creating an opportunity that comes along once in a generation,” said Matt Murphy, Chairman and CEO of Marvell. “The companies that move first and help define this transition will set the standard for decades to come. By bringing together two leaders with highly complementary technologies, exceptional talent and specialized manufacturing capabilities, we intend to help shape the next era of AI connectivity and create exceptional stockholder value.”
“Joining Marvell creates a company uniquely positioned to capitalize on a market opportunity of $550 billion and generate significant, sustainable stockholder value,” said Michael Hurlston, President and CEO of Lumentum. “Surging AI data traffic requires rapid hardware innovation, and this combination enhances our ability to deliver next-generation solutions at scale. Together with Marvell, we will meet our customers’ complete interconnect needs, spanning scale-across and scale-out today to scale-up and scale-in domains tomorrow. By offering extreme co-design around our customers’ demanding requirements, we will help them achieve faster time to market, accelerated innovation cycles, and category-defining performance.”
Compelling Strategic and Financial Rationale
The combination is expected to deliver substantial strategic and financial benefits:
| • | Creates a category leader in AI connectivity: Combining Marvell’s electrical and optical interconnect, switching and custom silicon technologies with Lumentum’s high-performance lasers, optical transceivers and OCS capabilities will create a comprehensive connectivity portfolio spanning scale-across, scale-out, scale-up and scale-in. Upon closing, the combined company anticipates being positioned to address customer connectivity requirements across a broad range of distances and topologies, from distributed data centers to advanced semiconductor packages. |
| • | Enables end-to-end extreme co-design and accelerates customer innovation: As AI infrastructure becomes increasingly complex, customers require higher levels of integration and optimization across digital, analog and optical technologies. By bringing together complementary technologies and engineering expertise across the signal chain, the combined company expects to be positioned to develop highly-optimized, pre-validated optical solutions designed to improve bandwidth, performance and power efficiency, accelerate customer time to market and support high-volume production. |
| • | Combines highly specialized manufacturing capabilities and enhances R&D resources: Lumentum brings advanced compound semiconductor manufacturing and process technologies, including indium phosphide (InP), as well as high-speed and high-power laser capabilities. After closing, the combined company plans to bring together leading-edge semiconductor design, advanced packaging and specialized manufacturing capabilities to enable deeper heterogeneous integration, strengthen strategic supply and accelerate the development of next-generation optical technologies. |
| • | Creates significant long-term stockholder value: The combination brings together two of the fastest-growing companies enabling AI infrastructure and expands the combined company’s total addressable market to $550 billion and enhances the combined company’s ability to serve customers in emerging scale-up and scale-in markets. The transaction is expected to enhance the combined company’s long-term revenue growth, non-GAAP gross margin and non-GAAP operating margin profile, provide line of sight to more than $1 billion in annual run-rate cost synergies, and is expected to be accretive to Marvell non-GAAP earnings per share in year one post-close. |
Transaction Structure and Terms
Under the terms of the agreement, which has been unanimously approved by the boards of directors of both companies, Lumentum stockholders will receive a fixed exchange ratio of 4.500 shares of Marvell common stock for each share of Lumentum common stock held at the time of closing, implying pro forma ownership of approximately 33% of the combined company for Lumentum stockholders on a fully diluted basis.
Following closing, Matt Murphy will continue as Chairman and CEO of the combined company. As part of the transaction, three members of Lumentum’s Board of Directors, including Lumentum CEO Michael Hurlston, will join Marvell’s Board, which currently consists of seven directors.
The transaction is expected to close in the first half of calendar year 2028, subject to approval by Marvell and Lumentum stockholders, receipt of regulatory approvals and other customary closing conditions.
Marvell Reports Preliminary Revenue for the Fiscal Third Quarter 2027 and Lumentum Issues Fiscal First Quarter 2027 Results
In connection with today’s announcement, Marvell today reported preliminary revenue for the third quarter of fiscal 2027 consistent with previously provided guidance, maintaining the midpoint of its prior guidance while narrowing the expected range to plus or minus 2%, compared with the original range of plus or minus 5%.
Lumentum today separately reported financial results for its first fiscal quarter of 2027. Lumentum’s financial results can be found on the Investors section of the Lumentum website at http://investor.Lumentum.com.
Conference Call Information
Marvell and Lumentum will host a joint conference call today at 5:00 a.m. Pacific Time (8:00 a.m. Eastern Time) to discuss the transaction. To participate, dial 800-579-2543 (U.S.) or 785-424-1789 (international) and reference conference ID 5554083. The call will be webcast on Marvell’s Investor Relations website, where an accompanying investor presentation will also be posted shortly.
Advisors
Qatalyst Partners is serving as lead financial advisor and J.P. Morgan Securities LLC and Goldman Sachs & Co. LLC are serving as financial advisors to Marvell. Wilson Sonsini Goodrich & Rosati is serving as legal advisor to Marvell, and FGS Global is serving as strategic communications advisor. Citigroup Global Markets Inc. and Evercore are serving as financial advisors to Lumentum, Davis Polk & Wardwell LLP is serving as legal advisor, and Joele Frank, Wilkinson Brimmer Katcher is serving as strategic communications advisor.
About Marvell
To deliver the data infrastructure technology that connects the world, we’re building solutions on the most powerful foundation: our partnerships with our customers. Trusted by the world’s leading technology companies for over 30 years, we move, store, process and secure the world’s data with semiconductor solutions designed for our customers’ current needs and future ambitions. Through a process of deep collaboration and transparency, we’re ultimately changing the way tomorrow’s enterprise, cloud and carrier architectures transform—for the better.
About Lumentum
Lumentum 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.
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. Marvell’s preliminary financial results presented in this press release are unaudited, represent management’s estimates based on information available as of the date of this release, and are subject to completion of Marvell’s quarter-end financial closing procedures and review by its independent registered public accounting firm. As a result, Marvell’s actual results for the quarter ended October 31, 2026 may differ materially from these preliminary estimates, including as a result of adjustments or changes in accounting estimates identified in the course of completing those procedures. Marvell undertakes no obligation to update or revise these preliminary results except as required by law. Complete results will be reported in Marvell’s Quarterly Report on Form 10-Q.
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.
Contacts
Marvell Investor Relations
Ross Seymore
Senior Vice President, Investor Relations
408-222-0777
ir@Marvell.com
Marvell Media
FGS Global
Marvell@fgsglobal.com
Lumentum Investor Relations
Kathy Ta
Vice President, Investor Relations
408-750-3853
investor.relations@Lumentum.com
Lumentum Media
Victoria McDonald
408-404-0636
media@lumentum.com
Joele Frank, Wilkinson Brimmer Katcher
Eric Brielmann / Barrett Golden
(212) 355-4449
Lumentum-JF@joelefrank.com
Category: Financial
Exhibit 99.2 Marvell and Lumentum to combine Creating a category leader in AI connectivity November 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’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. © 2026 Marvell confidential. All rights reserved. 2
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 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. © 2026 Marvell confidential. All rights reserved. 3
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. 4
Powering the next era of AI infrastructure + Connectivity leader Photonics leader © © 2 20 02 26 6 M Ma ar rv ve ellll c co on nffiid de en nttiia all.. A Allll r riig gh hts ts r re es se er rv ve ed d.. 5 5
Combining two of S&P’s fastest-growing companies EPS CAGR, CY26-28E Note: Represents S&P500 companies classified as Information Technology under the Global Industry Classification Standard (GICS). Based on FactSet consensus estimates as of October 30, 2026. Reflects four-quarter sum estimates for EPS, where available. © 2026 Marvell confidential. All rights reserved. 6 Marvell 76% Marvell AMD 73% Seagate 72% Lumentum Lumentum 66% Western Digital 65% Broadcom 59% Flex 52% Ciena 51% Nvidia 51% Coherent 50% Palantir 48% Intel 42% Micron 39% Everpure 38% Sandisk 36% ON Semi 34% Monolithic Power 34% Corning 33% Applied Materials 32% Oracle 31% Lam Research 30% Jabil 29% KLA 29% CrowdStrike 27% Teradyne 27% First Solar 26% Synopsys 26% Microchip 25% Arista 23% Amphenol 23% Texas Instruments 22% ServiceNow 22% Datadog 19% Cadence 19% Qualcomm 19% Akamai 18% Analog Devices 18% Microsoft 18% NXP 18% Gartner 17% Supermicro 17% Dell 17% Workday 17% Palo Alto 17% Tyler 16% Verisign 16% HPE 15% Autodesk 15% GoDaddy 15% Intuit 15% TE 14% Qnity 14% Adobe 12% Trimble 12% Skyworks 11% Gen Digital 11% Cisco 11% Twilio 11% Apple 11% Fortinet 11% NetApp 10% F5 10% Motorola 9% Roper 9% Zebra 9% Cognizant 9% IBM 8% Accenture 8% CDW 8% Fair Isaac 7% Teledyne 7% HP 6% Salesforce 5%
Scaling into the AI connectivity champion of the next decade Revenue, CY29E $1,091B $439B $164B $101B $66B $65B $64B $48B $32B $30B $24B $23B $22B $19B $17B $15B $15B $13B $10B $10B $8B Note: Based on FactSet and CapIQ consensus estimates for CY29 revenue as of October 30, 2026. MRVL is based on FY30 consensus, which is closest to CY29. © 2026 Marvell confidential. All rights reserved. 7 NVDA AVGO AMD INTC NewCo MediaTek QCOM Marvell TXN IFX COHR ADI STM NXP Lumentum ARM Renesas Cerebras ON MPWR MCHP
Highly compelling strategic and financial rationale Once in a generation opportunity to define and lead AI connectivity in the era of integrated optics Creates a full-stack partner at every distance / topology by combining Marvell’s interconnect and Lumentum’s portfolio of lasers Solves rising complexity in scale-up/scale-in with end-to-end extreme co-design, accelerating time to market Unlocks a larger $550B TAM opportunity with stronger ability to better serve customers Expected to be accretive to Marvell non-GAAP EPS in year one post-close, enhancing growth and margins with $1B+ in run-rate synergies © 2026 Marvell confidential. All rights reserved. 8
Marvell’s strategic M&A supercharging organic execution Strategic foresight ~25x Increase in Marvell share World-class integration price over the last decade Destination for talent Robust value creation ~$252*** ~$90 $61 $40 Marvell ~$24 Share $18 $10** Price* CY2016 CY2026 *Marvell share price = Undisturbed share price at announcement, **Marvell share price on July 11, 2016 (Matt Murphy became CEO), ***Marvell share price = Undisturbed share price on October 28, 2026 © 2026 Marvell confidential. All rights reserved. 9
Combination creates AI connectivity category leader Connectivity leader Photonics leader Marvell Lumentum High-speed DSP / Advanced laser technology SerDes connectivity End-to-End Broad silicon platform Extreme Critical platform for pluggables, spanning interconnect NPO / CPO and OCS Co-Design and switching Powers scale-across, Enables next-gen AI bandwidth, scale-out and scale-up power efficiency and scale © 2026 Marvell confidential. All rights reserved. 10
Unlocking a larger TAM Expanded Combined TAM Marvell TAM Lumentum TAM CY30 CY30 CY30 $400B $90B+ $550B Combined technology platform expected to unlock additional opportunities Stronger ability to capture greater share of larger TAM Source: Marvell - Investor Day – October 6, 2026, Lumentum - OFC Investor Briefing March 17, 2026 © 2026 Marvell confidential. All rights reserved. 11
Why now? Distributed DCs Data center Rack | Multi-rack Package | Tray Up to 1,000km Up to 2km Up to 50m Up to 1m Scale-across Scale-out Scale-up Scale-in Data 1x 10x 1000x 100x Bandwidth Multiplier Optical today Optical tomorrow Modular, discrete Highly-integrated, customer specific Scaling AI connectivity requires integrated photonics © 2026 Marvell confidential. All rights reserved. 12
Marvell Lumentum Optical today - ZR, PAM4, NPO Scale-across Scale-out Scale-up Scale-in ZR Module (Marvell) Electronics Photonics All critical technologies SiPho Pump Laser Scale-across DSP under one roof: TIA + Driver Tunable Laser components to full modules PAM4 Module (Lumentum) Electronics Photonics Significant operational Drivers Scale-out DSP and design efficiencies TIAs Photodiode for customers NPO Module Electronics Photonics XPU / Switch Scale-up Complete Module Solutions with Fully-Optimized Performance © 2026 Marvell confidential. All rights reserved. 13
Distributed DCs Data center Rack | Multi-rack Package Marvell Lumentum Optical tomorrow – CPO, Scale-in Scale-across Scale-out Scale-up Scale-in UHP UHP Laser Laser ELSFP ELSFP UHP UHP Laser Laser PIC PIC PIC PIC PIC PIC PIC PIC EIC EIC EIC EIC EIC EIC EIC EIC Scale-up Integration is critical to achieve XPU Switch bandwidth density, latency, and power requirements PIC PIC PIC PIC PIC PIC PIC PIC EIC EIC EIC EIC EIC EIC EIC EIC Extreme co-design accelerates Optical I/O engine Future: time-to-market and reduces risk VCSEL array EIC Optical I/O for customers EIC Scale-in XPU EIC PD array EIC Pre-validated optical engines + highly reliable lasers enable next-gen AI connectivity © 2026 Marvell confidential. All rights reserved. PIC = Photonic IC, EIC = Electronic IC, ELSFP = External Laser Small Form-Factor Pluggable, UHP = Ultra High Power, PD = Photodiode 14
Covering all networking use-cases Optical Switching Network Switching Hyperscale Lower-power scale-out optical spine Low-latency More resilient scale-up AI fabrics Expanding Reconfigurable cloud connectivity networking Electrical domain Optical domain Additive TAMs, Topology Agnostic, Supports All Customer Architectures Scale-across Scale-out Scale-up Scale-in Data center Rack | Multi-rack Package | Tray Distributed DCs © 2026 Marvell confidential. All rights reserved. 15
Complete heterogeneous platform for optical connectivity New world: Heterogeneous technology platform Silicon Photonics (SiPho) Silicon Germanium (SiGe) Heterojunction bipolar transistors (HBTs) Silicon Optical Optical High-frequency and waveguides transmitters receivers RF front-ends Indium Phosphide (InP) GaAs VCSEL CMOS Top DBR mirror Active region InP Optical Optical Bottom DBR mirror lasers modulators detectors Vertical-cavity surface-emitting laser Co-designed in system and in package Fully integrated, process agnostic, foundry ready and future proof © 2026 Marvell confidential. All rights reserved. 16
Complete AI connectivity platform PAM and Coherent DSPs TIAs and Drivers CPO / NPO light engines Optical Transceivers / DCI Module Interconnect ELSFP and High-Power Lasers EML and CW Lasers Narrow-Linewidth Lasers Pump Lasers Network Switch Switching Optical Circuit Switch Wavelength Selective Switch Custom XPU Compute Custom XPU Attach Advanced Packaging Indium Phosphide and Gallium Arsenide Manufacturing and Leading-Edge CMOS and SiGe Process Technology Silicon Photonics System Expertise © 2026 Marvell confidential. All rights reserved. 17 ELSFP = External Laser Small Form-Factor Pluggable
Scaling to meet the massive growth in AI demand Marvell Lumentum Scaled to meet the opportunity Premium, high-demand manufacturing assets World's largest InP wafer fab capacity High volume semi supply chain 20x unit volume expansion in 2 years Capacity secured to deliver growth and still growing High-volume, high-performance Delivering on commitments Billions of VCSELs served manufacturing Billions of products ramped and shipped Ready to deploy within datacenters capacity built for surging demand Investing for growth World-class assembly and test Multi-billion $ investments for Hybrid internal and CM model capacity reservations unlocks high volume scalability © 2026 Marvell confidential. All rights reserved. 18
Solving rising AI complexity for our joint customer base End-to-end signal chain: Full-stack technology partner with expertise from photon generation to electronic processing Leader in every distance domain: Complete capabilities to address customer complexities at every distance and topology Fully-optimized solutions: Higher levels of co-design for the next generation of customer-specific solutions Delivering at a massive scale: Combined scale to invest in supply and manufacturing to meet the massive demand for AI optics Higher performance, faster time to market, and lower technical risk © 2026 Marvell confidential. All rights reserved. 19
Financially accretive combination Enhanced revenue growth and margin profile Marvell Lumentum Pro Forma (FQ3’27 Guidance**) (FQ1’27) (excl. Synergies) (in $ billions) Line of sight to $1B+ in Revenue $12.6 $5.1 $17.7 run-rate synergies, (MRQ Annualized) primarily COGS Gross Margin* 58% 53% 57% Expected to be accretive to non-GAAP gross and Operating Margin* 37% 42% 39% operating margin post close Expected to be accretive to Marvell non-GAAP EPS in year one post-close Source: Company filings, Note: Marvell third fiscal quarter (FQ3) guidance reflects mid point of outlook. *Figures are non-GAAP, MRQ = Most Recent Quarter **For purposes of illustrating the pro forma combined figures, calculations are based on Marvell’s guidance provided on August 27, 2026. © 2026 Marvell confidential. All rights reserved. 2 20 0
Transaction summary ► All-stock transaction with combined enterprise value* over ~$275B Transaction ► Lumentum stockholders receive 4.500 shares of Marvell common stock for each share of Lumentum common stock Consideration ► Pro forma ownership of ~67% Marvell shareholders and ~33% Lumentum shareholders ► Enhances revenue growth, non-GAAP gross margins and non-GAAP operating margins Financial ► Line of sight to $1 billion+ in run-rate synergies, primarily COGS Impact ► Expected to be accretive to Marvell non-GAAP EPS in year one post-close Management ► Matt Murphy will remain CEO and Chairman of the combined company and ► Three Lumentum directors, including Lumentum President and CEO, Michael Hurlston, will join Marvell’s Board Governance Approval ► Expected to close 1H CY28; approval by Lumentum and Marvell stockholders required and ► Subject to receipt of regulatory approvals and other customary conditions Closing Source: Company filings, Note: Marvell third fiscal quarter (FQ3) guidance reflects mid point of outlook. Figures are non-GAAP, MRQ = Most Recent Quarter * Based on October 30, 2026 © 2026 Marvell confidential. All rights reserved. 21
Highly compelling strategic and financial rationale Once in a generation opportunity to define and lead connectivity in the era of integrated optics Creates a full-stack partner at every distance / topology combining of Marvell’s interconnect and Lumentum’s portfolio of lasers Solves rising complexity in scale-up/scale-in with extreme end-to-end co-design, accelerating time to market Unlocking larger $550B TAM opportunity with stronger ability to better serve customers Expected to be accretive to Marvell non-GAAP EPS in year one post-close, enhancing growth and margins with $1B+ in run-rate synergies © 2026 Marvell confidential. All rights reserved. 22
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