NVIDIA (NVDA) invests $2B in Lumentum (LITE) and inks multi-year optics deal

Rhea-AI Filing Summary

Lumentum Holdings Inc. entered into a major strategic and financing deal with NVIDIA. On March 2, 2026, Lumentum issued and sold 2,876,415 shares of new Series A Convertible Preferred Stock to NVIDIA at $695.31 per share, raising $2 billion in cash through a private placement.

The preferred shares convert into common stock on a one-for-one basis, at NVIDIA’s option after expiration or termination of the applicable Hart-Scott-Rodino waiting period, or automatically before a qualified sale. The preferred stock carries dividends and voting rights on an as-converted basis, except it does not vote in director elections.

Alongside the investment, NVIDIA and Lumentum signed multi-year strategic agreements that include an NVIDIA multi‑billion purchase commitment, future capacity access rights for advanced laser components, and support for Lumentum’s planned new U.S. fabrication facility focused on advanced optics for AI data centers.

Positive

• $2 billion strategic investment from NVIDIA via 2,876,415 shares of Series A Convertible Preferred Stock provides substantial new capital and directly aligns Lumentum with a leading AI and accelerated computing company.
• Multi-year strategic agreements with NVIDIA, including a multi-billion purchase commitment and future capacity access rights for advanced laser components, support Lumentum’s planned new U.S. fabrication facility and expansion in AI data center optics.

Negative

• None.

Insights

Equity capital markets and strategic partnerships analyst

NVIDIA’s $2B preferred investment gives Lumentum capital and a deep AI optics partnership.

Lumentum secured $2 billion in cash from NVIDIA via 2,876,415 shares of Series A Convertible Preferred Stock, issued in a private placement under Section 4(a)(2). The preferred converts one-for-one into common, linking NVIDIA directly to Lumentum’s equity upside.

The instruments share dividends and most voting rights with common stock, but lack voting power in director elections, preserving some governance balance. Conversion at NVIDIA’s option is conditioned on Hart‑Scott‑Rodino waiting period expiration, tying equity realization to antitrust clearance.

Multi-year strategic agreements add an NVIDIA multi‑billion purchase commitment and future capacity access rights for advanced laser components, supporting a new U.S. fab focused on AI data center optics. The combined capital injection and demand visibility are likely to be viewed as strategically significant for Lumentum’s AI-related growth plans.

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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): March 2, 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 March 2, 2026, Lumentum Holdings Inc. (the “Company”) completed the issuance and sale of 2,876,415 shares of the Company’s Series A Convertible Preferred Stock, par value $0.001 per share (the “Series A Preferred Stock”) to NVIDIA Corporation (“NVIDIA”), pursuant to a Securities Purchase Agreement between the parties (the “Purchase Agreement”), dated as of March 2, 2026. The shares of Series A Preferred Stock were sold at a price of $695.31 per share for an aggregate purchase price of $2,000,000,000 in cash (the “Transaction”). The shares of Series A Preferred Stock were issued and sold to NVIDIA in a private placement relying upon the exemption provided by Section 4(a)(2) of the Securities Act of 1933 as a transaction not involving a public offering.

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

On March 2, 2026, the Company filed a Certificate of Designation with the Secretary of State of the State of Delaware (the “Certificate of Designation”) in connection with the Transaction. The Certificate of Designation provides for the issuance of up to 2,876,415 shares of Series A Preferred Stock. The following is a description of the material terms of the Certificate of Designation.

Conversion. The Series A Preferred Stock will convert on a one-for-one basis into shares of the Company’s common stock (the “Common Stock”) (i) at the option of the holder, provided, that, no holder may exercise this conversion right until the expiration or termination of the applicable waiting period (or any extension thereof) under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, and the rules and regulations promulgated thereunder or (ii) automatically immediately before the closing of a qualified sale. The Certificate of Designation defines qualified sale as the bona fide sale of the Series A Preferred Stock to the Company or a non-affiliate of the holder.

Dividends. Each holder of Series A Preferred Stock will be entitled to receive dividends in the same manner as holders of Common Stock, as determined on an as-converted basis, assuming all outstanding shares of Series A Preferred Stock have converted pursuant to the terms of the Certificate of Designation as of immediately prior to the record date of the applicable dividend.

Voting Rights. Other than with respect to the election of directors, for which the Series A Preferred Stock will not be entitled to vote, holders of Series A Preferred Stock will vote together with holders of the Common Stock on an as-converted basis. The Company may not alter or change adversely the powers, preferences or rights of the Series A Preferred Stock or alter or amend the Certificate of Designation without the affirmative vote or consent of a majority of the outstanding shares of Series A Preferred Stock.

Dissolution, Liquidation or Winding Up. In connection with a dissolution, liquidation or winding up of the Company, distributions to the stockholders of the Company shall be made among the holders of Series A Preferred Stock and Common Stock pro rata in proportion to number of shares held by each such holder. All shares of Series A Preferred Stock shall be treated as if they had been converted to Common Stock pursuant to the terms of the Certificate of Designation immediately prior to such event.

No Preemptive or Redemption Rights. The holders of Series A Preferred Stock have no preemptive or redemption rights.

The foregoing description of the Series A Preferred Stock does not purport to be complete and is qualified in its entirety by reference to the Certificate of Designation, which is filed with this report as Exhibit 3.1 and is incorporated herein by reference.

Item 7.01 Regulation FD Disclosure.

The joint press release issued by the Company and NVIDIA, dated March 2, 2026, announcing, among other things, the private placement pursuant to the Purchase Agreement and a strategic partnership to develop state of the art optics technology is furnished as Exhibit 99.1 to this Current Report on Form 8-K.

The information contained in this Item 7.01 of this Current Report on Form 8-K, including the accompanying Exhibit 99.1 hereto, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing made by the Company under the Securities Act of 1933, as amended, or the Exchange Act, regardless of any general incorporation language in such filings, unless expressly incorporated by specific reference in such filings.

Forward-Looking Statements

This Current Report on Form 8-K contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Forward-looking statements generally relate to future events, including the timing of the Transaction and other information related to the Transaction. In some cases, you can identify forward-looking statements because they contain words such as “may,” “will,” “should,” “expects,” “plans,” “anticipates,” “could,” “intends,” “target,” “projects,” “contemplates,” “believes,” “estimates,” “predicts,” “potential” or “continue” or the negative of these words or other similar terms or expressions that concern the Transaction and our expectations, strategy, plans or intentions regarding it. Forward-looking statements in this communication may include, but are not limited to, (i) expectations regarding the expected benefits of the Transaction, (ii) expectations and beliefs with respect to customers, (iii) expectations regarding the industry in which the Company operates and trends in such industry and related technologies, and (iv) the expected impact of the Transaction on the Company’s business and financial results. Expectations and beliefs regarding these matters may not materialize, and actual results in future periods are subject to risks and uncertainties that could cause actual results to differ materially from those projected. These risks include risks pertaining to the relationship between the Company and NVIDIA; the risk of litigation and/or regulatory actions related to the Transaction; changing supply and demand conditions in the industry; and general market, political, economic and business conditions. The forward-looking statements contained in this communication are also subject to other risks and uncertainties, including those more fully described in filings with the Securities and Exchange Commission (the “SEC”), including the Company’s most recently Quarterly Report on Form 10-Q for the quarter ended December 27, 2025 as well as other filings made by the Company with the SEC from time to time and available at www.sec.gov. Any forward-looking statements contained herein are based on assumptions that the Company believes to be reasonable as of the date of they were made. The Company undertakes no obligation to update these statements as a result of new information or future events.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.		Description
3.1		Certificate of Designation
99.1		Joint Press Release issued by Lumentum Holdings Inc. and NVIDIA Corporation, dated March 2, 2026
104		Cover Page Interactive Data File (embedded with the Inline XBRL documents)

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/ Jae Kim
				Name:		Jae Kim
				Title:		Senior Vice President, General Counsel and Secretary
March 2, 2026

Exhibit 99.1

NVIDIA Announces Strategic Partnership with Lumentum to Develop State-of-the-Art Optics Technology

NVIDIA to invest $2B in Lumentum to grow capacity, advance U.S.-based manufacturing and deepen R&D collaboration in data center optics

SANTA CLARA and SAN JOSE, Calif. — March 2, 2026 — NVIDIA today announced multi-year strategic agreements with Lumentum Holdings Inc. (NASDAQ: LITE) to accelerate innovation in advanced optics technologies, including research and development to enable next-generation AI infrastructure and systems designs.

The non-exclusive agreement includes an NVIDIA multi-billion purchase commitment and future capacity access rights for advanced laser components. In addition, NVIDIA is investing $2 billion in Lumentum to support R&D, future capacity and operations as the company builds out its U.S.-based manufacturing capabilities in a new fab.

Optical interconnect technology and package integration are critical for the continued scaling of AI factories, improving the energy efficiency and resiliency of large-scale AI networks. This expanded collaboration will draw on the strengths of NVIDIA’s leadership in AI, accelerated computing and networking and Lumentum’s leadership in optics and advanced manufacturing. The investment enables Lumentum to scale its manufacturing capacity and R&D to meet the needs of future AI data centers.

“AI has reinvented computing and is driving the largest computing infrastructure buildout in history,” said Jensen Huang, founder and CEO of NVIDIA. “Together with Lumentum, NVIDIA is advancing the world’s most sophisticated silicon photonics to build the next generation of gigawatt-scale AI factories.”

“This multi-year strategic agreement reflects our shared commitment to advancing the optics technologies that will power the next generation of AI infrastructure,” said Michael Hurlston, CEO of Lumentum. “In support of this collaboration, we are also investing in a new fabrication facility to increase capacity and accelerate innovation. We’re excited to work together to expand what’s possible for the AI optical architectures of tomorrow.”

About NVIDIA

NVIDIA (NASDAQ: NVDA) is the world leader in AI and accelerated computing.

NVIDIA Forward-Looking Statements

Certain statements in this press release including, but not limited to, statements as to: together with Lumentum, NVIDIA advancing the world’s most sophisticated silicon photonics to build the next generation of gigawatt-scale AI factories; the benefits, impact, performance, and availability of NVIDIA’s products, services, and technologies; expectations with respect to NVIDIA’s third party arrangements, including with its collaborators and partners; expectations with respect to technology developments; expectations with respect to AI and related industries; and other statements that are not historical facts are forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, which are subject to the “safe harbor” created by those sections based on management’s beliefs and assumptions and on information currently available to management and are subject to risks and uncertainties that could cause results to be materially different than expectations. Important factors that could cause actual results to differ materially include: global economic and political conditions; NVIDIA’s reliance on third parties to manufacture, assemble, package and test NVIDIA’s products; the impact of technological development and competition; development of new products and technologies or enhancements to NVIDIA’s existing product and technologies; market acceptance of NVIDIA’s products or NVIDIA’s partners’ products; design, manufacturing or software defects; changes in consumer preferences or demands; changes in industry standards and interfaces; unexpected loss of performance of NVIDIA’s products or technologies when integrated into systems; NVIDIA’s ability to realize the potential benefits of business investments or acquisitions; and changes in applicable laws and regulations, as well as other factors detailed from time to time in the most recent reports NVIDIA files with the Securities and Exchange Commission, or SEC, including, but not limited to, its annual report on Form 10-K and quarterly reports on Form 10-Q. Copies of reports filed with the SEC are posted on the company’s website and are available from NVIDIA without charge. These forward-looking statements are not guarantees of future performance and speak only as of the date hereof, and, except as required by law, NVIDIA disclaims any obligation to update these forward-looking statements to reflect future events or circumstances.

^© 2026 NVIDIA Corporation. All rights reserved. NVIDIA and the NVIDIA logo are trademarks and/or registered trademarks of NVIDIA Corporation in the U.S. and/or other countries. Other company and product names may be trademarks of the respective companies with which they are associated. Features, pricing, availability and specifications are subject to change without notice.

About Lumentum

Lumentum (NASDAQ: LITE) is a global leader in optical and photonic technologies that power the networks and infrastructure behind AI, cloud computing, and next-generation communications. Built on decades of photonics innovation, Lumentum delivers high-performance lasers, modules, and optical subsystems that enable scalable, energy-efficient data center connectivity, advanced telecom networks, industrial manufacturing, and sensing applications. Headquartered in San Jose, California, the company operates R&D, manufacturing, and sales facilities worldwide. Learn more at www.lumentum.com.

Lumentum Forward-Looking Statements

This press release contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. These include statements regarding: our belief and expectations with respect to the multi-year strategic agreement with NVIDIA, including future innovation in advanced optics technologies, research and development to enable next-generation AI infrastructure and systems designs, future capacity for advanced laser components, and the expansion of manufacturing capabilities and capacity by the acquisition of a future fabrication facility to meet the needs of future AI data centers. These forward-looking statements involve risks and uncertainties that could cause actual results to differ materially from those projected. Among the factors that could cause actual results to differ from those contemplated are: (a) uncertainty and volatility in the global markets, including uncertainty and volatility in the macroeconomic environment, volatility and uncertainty with respect to economic growth, inflationary pressures, changes in the political or economic environment, such as geopolitical conflicts, war, international trade regulation and restrictions (including tariffs, duties and export controls to be implemented by the U.S. and other countries), including for certain rare earth minerals, and the effect of such market disruptions on demand for our products, technology spending by our customers, our costs and expenses and our ability to obtain components for our products; (b) our ability to increase our manufacturing capacity and our ability and the ability of our suppliers and contract manufacturers to meet production, quality, and delivery requirements for our forecasted demand; (c) failure to successfully integrate acquisitions into our business or that we will not achieve the expected benefits, among others. A detailed discussion of these and other risks and uncertainties that could cause actual results and events to differ materially from such forward-looking statements is included in the Company’s Quarterly Report on Form 10-Q for the fiscal quarter ended December 27, 2025 filed with the Securities and Exchange Commission available at www.sec.gov, under the “Risk Factors” section and elsewhere. The forward-looking statements contained in this press release are made as of the date hereof and the Company assumes no obligation to update such statements, except as required by applicable law.

# # #

For further information, contact:

Mylene Mangalindan

Corporate Communications

NVIDIA Corporation

press@nvidia.com

Toshiya Hari

Investor Relations

NVIDIA Corporation

toshiyah@nvidia.com

Victoria McDonald

Corporate Communications

Lumentum Holdings Inc.

media@lumentum.com

Kathy Ta

Investor Relations

Lumentum Holdings Inc.

investor.relations@lumentum.com

FAQ

What transaction between Lumentum (LITE) and NVIDIA was disclosed?

Lumentum disclosed that NVIDIA is investing $2 billion in cash for 2,876,415 shares of Series A Convertible Preferred Stock. This private placement aligns the companies through equity, supply commitments, and a broader multi-year strategic collaboration in advanced optics for AI data centers.

How is NVIDIA’s $2 billion investment in Lumentum structured?

NVIDIA is purchasing 2,876,415 shares of Lumentum’s Series A Convertible Preferred Stock at $695.31 per share, totaling $2 billion. The preferred shares convert one-for-one into common stock, share dividends and most voting rights, but cannot vote in director elections.

What are the key terms of Lumentum’s Series A Convertible Preferred Stock?

Each Series A Preferred share converts into one Lumentum common share, at the holder’s option after Hart‑Scott‑Rodino waiting period expiration or automatically before a qualified sale. Holders receive dividends and vote with common stock on an as-converted basis, except for director elections.

How does the NVIDIA partnership support Lumentum’s AI optics strategy?

NVIDIA and Lumentum entered multi-year strategic agreements covering advanced optics R&D, next-generation AI infrastructure and systems design. NVIDIA committed to multi-billion purchases and future capacity access for advanced laser components, supporting Lumentum’s planned new U.S.-based fabrication facility for AI data center optics.

Is the Lumentum–NVIDIA investment subject to regulatory conditions?

The preferred shares are already issued and sold, but conversion into common stock at the holder’s option cannot occur until the applicable Hart‑Scott‑Rodino waiting period, or any extension, expires or terminates. This antitrust review timing affects when NVIDIA can exercise its conversion right.

Will Lumentum’s Series A Preferred Stock have preemptive or redemption rights?

Lumentum’s Series A Convertible Preferred Stock does not include preemptive or redemption rights. Holders instead receive as-converted dividends, voting rights with common stock except for director elections, and participation in dissolution or liquidation distributions as if converted immediately before such events.

Filing Exhibits & Attachments

5 documents

Press Releases

• EX-99.1 EX-99.1 13.3 KB

Other Documents

• EX-3.1 EX-3.1 36.8 KB
• EX-101 XBRL TAXONOMY EXTENSION SCHEMA 2.8 KB
• EX-101 XBRL TAXONOMY EXTENSION LABEL LINKBASE 17.6 KB
• EX-101 XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE 11.0 KB