Lumentum Enters Definitive Agreement to Merge with Marvell Technology

Overview of Transaction

On November 1, 2026, Lumentum Holdings Inc. entered into an Agreement and Plan of Merger with Marvell Technology, Inc. Under the terms of the agreement, Merger Sub I will merge into Lumentum, followed promptly by a second merger of Lumentum into Merger Sub II, with Merger Sub II surviving as a wholly owned subsidiary of Marvell.

Consideration Terms

• Common Stock: Each share of Lumentum Common Stock issued and outstanding immediately prior to the Effective Time will be converted into the right to receive 4.500 shares of Marvell Common Stock, plus cash in lieu of fractional shares.
• Series A Convertible Preferred Stock: Converted into Marvell Common Stock based on the conversion ratio multiplied by the 4.500 exchange ratio, or, upon election, one share of newly designated Marvell Series B Convertible Preferred Stock.
• Equity Awards: Outstanding stock options, RSUs, and PSUs will convert into equivalent Marvell equity awards based on the 4.500 Exchange Ratio. PSUs will convert into time-based vesting RSUs based on target/actual performance formulas.

Governance & Closing Conditions

• Board Representation: Marvell will appoint three Lumentum board designees to the Marvell Board of Directors upon closing.
• Stockholder Approvals: Requires adoption by Lumentum stockholders and approval of share issuance and charter amendment by Marvell stockholders.
• Regulatory & Other Approvals: Subject to HSR Act clearance, required foreign regulatory/antitrust clearances, Form S-4 registration effectiveness, and Nasdaq listing of new shares.

Termination Rights & Fees

• Outside Date: November 1, 2027 (extendable in quarterly increments to August 1, 2028 for regulatory clearances).
• Termination Fees:
  • Marvell Termination Fee: $5.8 billion (payable under certain fiduciary out/alternative proposal scenarios).
  • Lumentum Termination Fee: $2.9 billion (payable under reciprocal scenarios).
  • Regulatory Termination Fee: $3.2 billion payable by Marvell if antitrust/regulatory approvals fail to be obtained and closing conditions are otherwise satisfied.

Executive Compensation & Tax Mitigation

Under Item 5.02, Lumentum entered into a Section 280G tax reimbursement and indemnification agreement with CEO Michael Hurlston, and approved entry into similar agreements with other named executive officers, to mitigate potential excise taxes under Code Section 4999.