Marvell Technology to Acquire Lumentum in Major Stock-for-Stock Semiconductor Merger

Transaction Overview

On November 1, 2026, Marvell Technology, Inc. entered into a definitive Agreement and Plan of Merger to acquire Lumentum Holdings Inc. Under the terms of the agreement, the transaction is structured as a two-step merger where a wholly owned subsidiary of Marvell merges into Lumentum, followed promptly by Lumentum merging into a second wholly owned subsidiary of Marvell.

Key Deal Terms & Merger Consideration

• Exchange Ratio: Each outstanding share of Lumentum Common Stock will be converted into 4.500 shares of Marvell Common Stock, with cash paid in lieu of fractional shares.
• Preferred Stock Election: Holders of Lumentum Series A Preferred Stock can elect to receive newly designated Marvell Series B Preferred Stock on a 1:1 basis or convert into Marvell Common Stock based on the conversion ratio multiplied by the 4.500 exchange ratio.
• Treatment of Equity Awards: Outstanding Lumentum stock options, RSUs, and PSUs will convert into equivalent Marvell equity awards adjusted by the exchange ratio. PSUs will convert into solely time-vesting RSUs based on target/actual performance formulas.
• Board Governance: Immediately following the effective time, three members designated by Lumentum from its current board of directors will be appointed to the Marvell Board of Directors.

Regulatory, Approvals & Termination Terms

• Stockholder Approvals: The transaction requires approval from both Lumentum stockholders (adoption of merger agreement) and Marvell stockholders (share issuance and charter amendment to increase authorized shares).
• Regulatory Approvals: Subject to HSR Act antitrust clearance and other customary international regulatory approvals.
• Termination Fees:
  • Marvell Termination Fee: $5.8 billion (payable under specific fiduciary out or board change-of-recommendation scenarios).
  • Lumentum Termination Fee: $2.9 billion (reciprocal fee structure).
  • Regulatory Termination Fee: $3.2 billion payable by Marvell if the deal is terminated due to antitrust or regulatory impediments.
• Outside Date: November 1, 2027, with potential extensions up to August 1, 2028, to accommodate regulatory review.