Marvell Technology Announces Agreement to Acquire Lumentum Holdings

Transaction Overview

On November 2, 2026, Marvell Technology, Inc. filed a communication pursuant to Rule 425 under the Securities Act of 1933 and Rule 14a-12 under the Securities Exchange Act of 1934 regarding a proposed business combination with Lumentum Holdings Inc. The communication consists of an email sent by Matt Murphy, Chairman and Chief Executive Officer of Marvell, to Lumentum employees announcing that the two companies have agreed to merge.

Strategic Rationale

• AI Infrastructure Expansion: The combination unites Marvell's data infrastructure platform (high-performance connectivity, network switching, custom silicon, and silicon photonics) with Lumentum's optical capabilities (high-performance lasers, advanced optical components, and specialized manufacturing).
• Scale-Up and Scale-In Architectures: As AI infrastructure shifts from scale-across/scale-out architectures toward more complex scale-up and scale-in designs, tighter integration of electrical and optical technologies will be required to deliver integrated solutions.

Governance and Leadership

• Upon completion of the transaction, Lumentum CEO Michael Hurlston and two additional Lumentum board members will join the Marvell Board of Directors.
• Both companies will continue to operate independently until closing.

Expected Timing and Conditions

• Target Close Date: First half of calendar year 2028.
• Conditions: Subject to regulatory clearances, approval by the stockholders of both Marvell and Lumentum, the effectiveness of a registration statement on Form S-4, and customary closing conditions.