Lumentum (NASDAQ: LITE) cuts debt by swapping $474.6M convertibles for shares

Filing Impact

(Moderate)

Filing Sentiment

(Neutral)

Form Type

8-K

Rhea-AI Filing Summary

Lumentum Holdings Inc. is exchanging portions of its 0.50% 2026 and 1.50% 2029 Convertible Senior Notes for equity. The company agreed to deliver approximately 5.7 million shares of common stock in privately negotiated deals in return for about $264.8 million principal of 2026 notes, $209.8 million principal of 2029 notes, and related conversion value above principal.

The exchanges will create incremental dilution equivalent to roughly 0.6 million shares of common stock but will significantly reduce outstanding debt. After closing, about $63.1 million of 2026 notes and about $84.5 million of 2029 notes will remain outstanding on unchanged terms. The company will not receive cash; it will cancel the notes it receives. The transactions are structured as a private placement relying on exemptions under Section 4(a)(2) and related rules.

Positive

Large reduction of convertible debt: Exchanging approximately $264.8 million of 2026 notes and $209.8 million of 2029 notes for equity meaningfully lowers future principal and interest obligations.

Negative

Equity dilution: The exchange will increase the common share count, including incremental dilution of about 0.6 million shares relative to the notes’ principal amounts.
No cash inflow: The company receives no cash proceeds from the transactions, limiting immediate liquidity benefits to the extinguishment of debt.

Insights

Lumentum swaps a large block of convertible debt into equity, trading leverage for dilution.

Lumentum is exchanging about $474.6 million combined principal of its 2026 and 2029 Convertible Senior Notes for approximately 5.7 million common shares plus related conversion value. This reduces future principal and interest obligations on 0.50% and 1.50% notes while increasing the share count.

The company states incremental dilution of roughly 0.6 million shares, suggesting most of the share impact aligns with existing conversion economics. Remaining principal of $63.1 million for 2026 notes and $84.5 million for 2029 notes keeps some convertible overhang in place. No cash proceeds are generated, so balance-sheet relief comes purely from extinguishing debt.

The exchanges are privately negotiated and rely on Section 4(a)(2), limited to institutional accredited investors and qualified institutional buyers. Actual impact for shareholders rests on the tradeoff between reduced leverage and higher share count, which will be reflected in subsequent financial statements.

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

Shares issued in exchange: approximately 5.7 million shares 2026 notes exchanged: approximately $264.8 million principal 2029 notes exchanged: approximately $209.8 million principal +5 more

8 metrics

Shares issued in exchange approximately 5.7 million shares Common stock delivered in exchange transactions

2026 notes exchanged approximately $264.8 million principal 0.50% Convertible Senior Notes due 2026

2029 notes exchanged approximately $209.8 million principal 1.50% Convertible Senior Notes due 2029

Incremental dilution approximately 0.6 million shares Additional dilution related to principal amounts

Remaining 2026 notes approximately $63.1 million principal Outstanding after exchanges and early conversions

Remaining 2029 notes approximately $84.5 million principal Outstanding after exchanges and early conversions

2026 notes coupon 0.50% Interest rate on 2026 Convertible Senior Notes

2029 notes coupon 1.50% Interest rate on 2029 Convertible Senior Notes

Key Terms

Convertible Senior Notes, Exchange Agreements, Section 4(a)(2) of the Securities Act, accredited investor, +2 more

6 terms

Convertible Senior Notes financial

"outstanding 0.50% Convertible Senior Notes due 2026 (the “2026 Notes”) and 1.50% Convertible Senior Notes due 2029"

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.

Exchange Agreements financial

"entered into separate privately-negotiated exchange agreements (the “Exchange Agreements”) with certain holders"

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) of the Securities Act"

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.

private placement financial

"The Exchange Transactions are being conducted as a private placement and the shares of Common Stock to be issued"

A private placement is a way for companies to raise money by selling securities directly to a small group of investors instead of through a public offering. This process is often quicker and less regulated, making it similar to offering a special, exclusive investment opportunity to select individuals or institutions. For investors, it can provide access to unique investment options that are not available on public markets.

Understanding 8-K Material Events →

04/08/2026 - 06:04 AM

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): April 7, 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 April 7, 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 2026 (the “2026 Notes”) and 1.50% Convertible Senior Notes due 2029 (the “2029 Notes” and, together with the 2026 Notes, collectively, the “Notes”), pursuant to which the Company will deliver an aggregate of approximately 5.7 million shares of the Company’s common stock, par value $0.001 per share (the “Common Stock”) in exchange for approximately $264.8 million principal amount of the 2026 Notes, approximately $209.8 million principal amount of the 2029 Notes (the “Exchange Transactions”) and related conversion value in excess of principal amounts thereof. The Exchange Transactions will result in incremental dilution of approximately 0.6 million shares of Common Stock related to the principal amounts.

The Exchange Transactions are expected to close on or about April 13, 2026. Following the closing of the Exchange Transactions (after taking into account early conversion requests that have been received, but not settled, prior to April 8, 2026), approximately $63.1 million in aggregate principal amount of 2026 Notes will remain outstanding and approximately $84.5 million in aggregate principal amount of 2029 Notes will remain outstanding, in each case, 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

April 8, 2026

Source: View Original Filing on SEC EDGAR

FAQ

What did Lumentum (LITE) announce about its convertible notes?

Lumentum agreed to privately exchange parts of its 0.50% 2026 and 1.50% 2029 Convertible Senior Notes for common stock. It will issue about 5.7 million shares to retire $474.6 million of principal plus related conversion value.

How many Lumentum 2026 and 2029 notes remain after the exchange?

After closing the exchanges and settling early conversions, about $63.1 million principal of the 2026 notes and about $84.5 million principal of the 2029 notes will remain outstanding. The remaining notes keep their existing terms unchanged.

How dilutive is Lumentum’s new exchange transaction for shareholders?

The company expects incremental dilution equivalent to about 0.6 million common shares tied to the notes’ principal amounts. Total shares issued are around 5.7 million, largely reflecting conversion economics already embedded in the convertibles.

Does Lumentum receive cash from the convertible note exchanges?

Lumentum will not receive cash from these exchanges. Instead, it delivers common shares, receives the exchanged notes back, and cancels them. The primary benefit is reduced debt obligations rather than additional cash on the balance sheet.

Who can participate in Lumentum’s convertible note exchange agreements?

Participation is limited to institutional investors meeting regulatory definitions. The shares are issued under a Section 4(a)(2) exemption, offered only to institutional accredited investors under Regulation D or qualified institutional buyers under Rule 144A.

Filing Exhibits & Attachments

3 documents