Marvell Announces Definitive Agreement to Acquire Lumentum

Overview of the Transaction

On November 2, 2026, Marvell Technology, Inc. ("Marvell") 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 its definitive agreement to acquire Lumentum Holdings Inc. ("Lumentum").

The transaction targets the growing demand in artificial intelligence (AI) infrastructure, specifically the transition from traditional copper connectivity to optical interconnect and photonics solutions.

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Strategic Rationale & Key Highlights

• End-to-End Co-Design: Integrating Marvell's electrical interconnect, switching, and custom silicon with Lumentum’s high-performance lasers and optical circuit switching to optimize power, bandwidth, and latency.
• Manufacturing & Scale: Combining Marvell's advanced packaging and semiconductor design with Lumentum’s specialized compound semiconductor and laser manufacturing facilities.
• Leadership Continuity: Matt Murphy will continue to serve as Chairman and Chief Executive Officer of the combined entity following closing.
• Closing Timeline & Conditions: The transaction is slated to close in the first half of calendar year 2028, subject to stockholder approval from both companies, antitrust and regulatory clearances, and customary closing conditions.
• Interim Operations: Until closing, both companies will continue to operate as separate, independent entities.

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Regulatory and Registration Process

Marvell announced its intention to file a Registration Statement on Form S-4 containing a joint proxy statement and prospectus for stockholders of both companies. The filing emphasizes that this communication does not constitute a proxy solicitation or an offer to sell securities.