Lumentum Holdings to Be Acquired by Marvell Technology in Major All-Stock Merger

Executive Summary

On November 1, 2026, Lumentum Holdings Inc. (NASDAQ: LITE) entered into an Agreement and Plan of Merger with Marvell Technology, Inc. (NASDAQ: MRVL). Under the terms of the transaction, Lumentum will merge with a wholly owned subsidiary of Marvell in an all-stock transaction.

Transaction Structure & Key Terms

• Exchange Ratio: Each outstanding share of Lumentum Common Stock will be converted into the right to receive 4.500 shares of Marvell Common Stock (with cash in lieu of fractional shares).
• Preferred Stock Treatment: Holders of Lumentum Series A Convertible Preferred Stock will receive shares of Marvell Common Stock based on the conversion ratio and Exchange Ratio, or may elect to receive newly authorized Marvell Series B Convertible Preferred Stock carrying substantially equivalent terms.
• Equity Awards: Outstanding Lumentum stock options, RSUs, and PSUs will be converted into equivalent Marvell equity awards based on the 4.500 Exchange Ratio, with PSUs converting into solely time-vesting RSUs.
• Board Representation: Marvell will appoint three directors designated by Lumentum to the Marvell Board of Directors effective immediately following the Effective Time.

Termination Fees & Deal Protections

• Lumentum Termination Fee: $2.9 billion payable under specified circumstances (e.g., change of recommendation, entry into a Superior Proposal).
• Marvell Termination Fee: $5.8 billion payable under reciprocal fiduciary out circumstances.
• Regulatory Termination Fee: $3.2 billion payable by Marvell if the transaction is terminated due to antitrust/regulatory approval failures or legal restraints, provided other conditions are satisfied.
• Outside Date: November 1, 2027, extendable in three increments through August 1, 2028, to obtain necessary regulatory clearances.

Required Approvals & Closing Conditions

Closing is subject to standard conditions, including:

1. Adoption of the Merger Agreement by Lumentum stockholders.
2. Approval of share issuance and charter amendment by Marvell stockholders.
3. Expiration or termination of the HSR Act waiting period and receipt of required foreign regulatory clearances.
4. Effectiveness of the Form S-4 registration statement and Nasdaq listing authorization for the new Marvell shares.