Lumentum (NASDAQ: LITE) to exchange $650.4M 2028 notes for stock

Rhea-AI Filing Summary

Lumentum Holdings Inc. is restructuring part of its debt by privately exchanging 0.50% Convertible Senior Notes due 2028 for equity. The company agreed to deliver about 5.0 million shares of common stock in exchange for approximately $650.4 million principal amount of these notes and related conversion value above principal.

This transaction will create incremental dilution of about 0.8 million common shares. After closing, around $172.2 million principal amount of the notes will remain outstanding with unchanged terms. Lumentum will not receive cash; instead, the exchanged notes will be received and cancelled.

The deal is structured as a private placement expected to close on or about June 4, 2026. The shares issued in the exchange rely on a registration exemption under Section 4(a)(2) of the Securities Act and are being offered only to institutional accredited investors or qualified institutional buyers.

Insights

Capital structure and credit analyst

Lumentum is retiring most of a 2028 convertible note via a stock-for-debt exchange, trading leverage for dilution.

Lumentum is exchanging approximately $650.4 million principal of its 0.50% Convertible Senior Notes due 2028 for about 5.0 million common shares plus related conversion value. This cancels a large portion of the notes while preserving cash, since no cash proceeds are received or paid beyond the securities exchange.

The company estimates incremental dilution of roughly 0.8 million shares tied to the principal portion, while around $172.2 million principal of notes will remain outstanding on existing terms. The exchange is conducted as a private placement under Section 4(a)(2), limited to institutional accredited investors and qualified institutional buyers, which is a common approach for bespoke liability management transactions.

Overall, this action shifts part of Lumentum’s capital structure from debt toward equity, reducing future interest and principal obligations at the cost of additional shares. Future disclosures in company filings may provide more detail on how this affects interest expense and remaining debt profile through 2028.

8-K Event Classification

Item 3.02 — Unregistered Sales of Equity Securities

1 item

Item 3.02 Unregistered Sales of Equity Securities Securities

The company sold equity securities in a private placement or other unregistered transaction.

Key Figures

Notes exchanged: $650.4 million principal Shares to be issued: 5.0 million shares Incremental dilution: 0.8 million shares +3 more

6 metrics

Notes exchanged $650.4 million principal 0.50% Convertible Senior Notes due 2028 exchanged for equity

Shares to be issued 5.0 million shares Common stock delivered in the exchange transactions

Incremental dilution 0.8 million shares Additional diluted common shares related to principal amount

Notes remaining $172.2 million principal Convertible notes still outstanding after exchange

Coupon rate 0.50% Interest rate on Convertible Senior Notes due 2028

Expected closing date June 4, 2026 Anticipated settlement of exchange transactions

Key Terms

Convertible Senior Notes, Section 4(a)(2) of the Securities Act, accredited investor, qualified institutional buyer, +2 more

6 terms

Convertible Senior Notes financial

"outstanding 0.50% Convertible Senior Notes due 2028 (the “Notes”)"

Convertible senior notes are a type of loan that a company issues to investors, which can be turned into company shares later on. They are called "senior" because they are paid back before other debts if the company runs into trouble. This allows investors to earn interest like a loan but also have the chance to own part of the company if its value rises.

Section 4(a)(2) of the Securities Act regulatory

"issued pursuant to the exemption from the registration requirements of the Securities Act afforded by Section 4(a)(2)"

A legal exemption that allows a company to sell securities directly to a limited group of buyers without registering the offering with the Securities and Exchange Commission. Think of it like a private sale among known parties rather than a public auction: it can speed fundraising and reduce disclosure requirements, but it also means less public information, lower liquidity and resale restrictions—factors investors should consider when weighing risk and exit options.

accredited investor regulatory

"an institutional “accredited investor” within the meaning of Rule 501(a)(1), (2), (3) or (7) of Regulation D"

An accredited investor is an individual or entity that meets certain financial criteria, such as having a high income or significant net worth, allowing them to invest in private or less regulated investment opportunities. This status matters because it grants access to investments that are often riskier or less available to the general public, reflecting a higher level of financial knowledge or resources.

qualified institutional buyer regulatory

"a “qualified institutional buyer” within the meaning of Rule 144A promulgated under the Securities Act"

A qualified institutional buyer is a large organization, such as a big investment firm or pension fund, that is trusted to handle complex or substantial financial transactions on its own. Because of their size and expertise, they can trade certain securities without the same level of oversight required for individual investors, making markets more efficient. This status helps facilitate large-scale investments and can provide access to exclusive financial opportunities.

Regulation D regulatory

"within the meaning of Rule 501(a)(1), (2), (3) or (7) of Regulation D promulgated under the Securities Act"

Regulation D is a set of rules that govern how companies can raise money from investors without going through the full process required for public stock offerings. It provides simplified options for private placements, making it easier for companies to seek investments from a smaller group of investors. For investors, it offers opportunities to invest in private companies, often with fewer restrictions, but also with different levels of risk and disclosure.

Rule 144A regulatory

"a “qualified institutional buyer” within the meaning of Rule 144A promulgated under the Securities Act"

Rule 144A is a regulation that makes it easier for companies to sell private bonds to large investors without going through all the usual rules that apply to public sales. It matters because it helps companies raise money more quickly and privately, often attracting big investors looking for special deals.

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Understanding 8-K Material Events →

false 0001633978 0001633978 2026-05-29 2026-05-29

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): May 29, 2026

Lumentum Holdings Inc.

(Exact name of Registrant as specified in its charter)

Delaware		001-36861		47-3108385
(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 class		Trading Symbol(s)		Name of each exchange on which registered
Common Stock, par value of $0.001 per share		LITE		Nasdaq 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 ☐

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 3.02. Unregistered Sales of Equity Securities.

On May 29, 2026, Lumentum Holdings Inc. (the “Company”) entered into separate privately-negotiated exchange agreements (the “Exchange Agreements”) with certain holders of its outstanding 0.50% Convertible Senior Notes due 2028 (the “Notes”), pursuant to which the Company will deliver an aggregate of approximately 5.0 million shares of the Company’s common stock, par value $0.001 per share (the “Common Stock”) in exchange for approximately $650.4 million principal amount of the Notes (the “Exchange Transactions”) and related conversion value in excess of the principal amount thereof. The Exchange Transactions will result in incremental dilution of approximately 0.8 million shares of Common Stock related to the principal amount of the Notes.

The Exchange Transactions are expected to close on or about June 4, 2026. Following the closing of the Exchange Transactions (after taking into account early conversion requests that have been received, but not settled, prior to June 1, 2026), approximately $172.2 million in aggregate principal amount of Notes will remain outstanding with terms unchanged.

The Company will not receive any cash proceeds from the Exchange Transactions. In exchange for delivering the shares of Common Stock pursuant to the Exchange Transactions, the Company will receive and cancel the exchanged Notes.

The Exchange Transactions are being conducted as a private placement and the shares of Common Stock to be issued in the Exchange Transactions will be issued pursuant to the exemption from the registration requirements of the Securities Act afforded by Section 4(a)(2) of the Securities Act and were offered only to persons believed to be either (i) an institutional “accredited investor” within the meaning of Rule 501(a)(1), (2), (3) or (7) of Regulation D promulgated under the Securities Act or (ii) a “qualified institutional buyer” within the meaning of Rule 144A promulgated under the Securities Act. The Company is relying on this exemption from registration based on the representations made by the holders of the Notes participating in the Exchange Transactions.

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:		Executive Vice President and Chief Financial Officer
June 1, 2026

FAQ

What did Lumentum (LITE) announce regarding its 0.50% Convertible Senior Notes due 2028?

Lumentum agreed to exchange part of its 0.50% Convertible Senior Notes due 2028 for stock. It will deliver about 5.0 million shares in return for cancelling approximately $650.4 million principal amount of notes and related conversion value.

How much of Lumentum’s convertible notes will remain after the exchange transactions?

After the exchange closes, about $172.2 million in aggregate principal of Lumentum’s 0.50% Convertible Senior Notes due 2028 will remain outstanding. The filing states these remaining notes will keep their existing terms and are not being modified.

What dilution will Lumentum (LITE) shareholders face from the exchange transactions?

The exchange will cause incremental dilution of approximately 0.8 million Lumentum common shares. In total, the company expects to issue about 5.0 million shares to participating noteholders as part of the privately negotiated transactions.

Will Lumentum receive any cash from the exchange of its 2028 convertible notes?

Lumentum will not receive any cash proceeds from these exchange transactions. Instead, the company issues common shares and, in return, receives and cancels approximately $650.4 million principal amount of its outstanding 0.50% Convertible Senior Notes due 2028.

When is Lumentum’s convertible note exchange expected to close?

The exchange transactions are expected to close on or about June 4, 2026. The timing is based on the company’s agreement date of May 29, 2026 and is tied to the settlement schedule described in the disclosure.

Under what securities law exemption is Lumentum issuing shares in this exchange?

Lumentum is issuing the shares under the Section 4(a)(2) exemption from Securities Act registration. The shares are offered only to institutional accredited investors under Regulation D or qualified institutional buyers under Rule 144A, based on investor representations.

Filing Exhibits & Attachments

3 documents

Other Documents

• EX-101 XBRL TAXONOMY EXTENSION SCHEMA 3.1 KB
• EX-101 XBRL TAXONOMY EXTENSION LABEL LINKBASE 16.8 KB
• EX-101 XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE 10.6 KB