Marvell Technology files 8-K: entry into a material agreement

Item 1.01. Entry Into a Material Definitive Agreement.

The Merger

On November 1, 2026, Marvell Technology, Inc., a Delaware corporation (“ Marvell ”) entered into an Agreement and Plan of Merger (the “ Merger Agreement ”) with Lumentum Holdings Inc., a Delaware corporation (“ Lumentum ”), Java Merger Sub, Inc., a Delaware corporation and a wholly owned subsidiary of Marvell (“ Merger Sub I ”) and Java Merger Sub II, Inc., a Delaware corporation and a wholly owned subsidiary of Marvell (“ Merger Sub II ” and together with Merger Sub I, each a “ Merger Sub ” and collectively the “ Merger Subs ”).

Upon the terms and subject to the conditions of the Merger Agreement, Merger Sub I will merge with and into Lumentum (the “ First Merger ”), with Lumentum continuing as the surviving corporation (the “ Surviving Corporation ”) and as a wholly owned subsidiary of Marvell, and promptly following the Effective Time (as defined below), the Surviving Corporation will merge with and into Merger Sub II (the “ Second Merger ” and, collectively or in seriatim with the First Merger, as applicable, the “ Merger ”), with Merger Sub II continuing as the surviving corporation of the Second Merger (the “ Second Surviving Corporation ”).

The board of directors of Marvell (the “ Marvell Board ”) has unanimously: (i) approved and declared advisable the Merger Agreement and the transactions contemplated by the Merger Agreement, including the Merger, an amendment of Marvell’s Second Amended and Restated Certificate of Incorporation (the “ Charter ”) to increase the number of authorized shares of Marvell Common Stock thereunder (the “ Charter Amendment ”), the issuance of the shares of Marvell Common Stock and, if applicable, Marvell Series B Preferred Stock, in connection with the Merger (the “ Share Issuance ”), (ii) determined that the Merger Agreement and the transactions contemplated thereby, including the Merger, the Charter Amendment and the Share Issuance, are fair to, and in the best interests of, Marvell and its stockholders, and (iii) resolved to recommend that Marvell’s stockholders approve the Charter Amendment and the Share Issuance.

Merger Consideration

At the effective time of the First Merger (the “ Effective Time ”), each share of common stock, par value $0.001 per share, of Lumentum (the “ Lumentum Common Stock ”) that is issued and outstanding immediately prior to the Effective Time, subject to certain exceptions in the Merger Agreement, will be converted into the right to receive 4.500 shares of common stock, par value $0.002 per share, of Marvell (the “ Marvell Common Stock ,” and such ratio, the “ Exchange Ratio ”), with cash in lieu of fractional shares of Marvell Common Stock payable in accordance with the Merger Agreement (the “ Common Stock Merger Consideration ”).

At the Effective Time, each share of preferred stock, par value $0.001 per share, of Lumentum designated as Series A Convertible Preferred Stock (the “ Lumentum Series A Preferred Stock ” and, together with the Lumentum Common Stock, the “ Lumentum Capital Stock ”) that is issued and outstanding immediately prior to the Effective Time, subject to certain exceptions in the Merger Agreement, will be converted into the right to receive a number of shares of Marvell Common Stock equal to the product of (a) the number of shares of Lumentum Common Stock into which such share of Lumentum Preferred Stock is convertible pursuant to its terms as of immediately prior to the Effective Time and (b) the Exchange Ratio, with cash in lieu of fractional shares of Marvell Common Stock payable in accordance with the Merger Agreement (the “ Preferred Common Stock Merger Consideration ”).

However, if a holder of shares of Lumentum Series A Preferred Stock makes an election in accordance with the terms of the Merger Agreement to receive the Merger Consideration in the form of Series B Convertible Preferred Stock, par value $0.002 per share, of Marvell (the “ Marvell Series B Preferred Stock ,” and such election, a “ Preferred Stock Election ”), then each share of Lumentum Preferred Stock that is held by such holder immediately prior to the Effective Time will instead be converted into the right to receive one share of Marvell Series B Preferred Stock (the “ Series B Preferred Stock Merger Consideration ” and together with the Preferred Common Stock Merger Consideration and the Common Stock Merger Consideration, the “ Merger Consideration ”). The Marvell Series B Preferred Stock is intended to have the same terms and rights as the Lumentum Series A Preferred Stock, except that each share is convertible for the Preferred Common Stock Merger Consideration.

The shares of Marvell Common Stock to be issued in connection with the Merger will be listed on the Nasdaq Global Select Market (“ Nasdaq ”). In connection with the issuance of the Merger Consideration by Marvell, as promptly as reasonably practicable following the date of the Merger Agreement, Marvell and Lumentum will jointly prepare and cause to be filed with the U.S. Securities and Exchange Commission (the “ SEC ”) a registration statement on Form S-4 (the “ Form S-4 ”), which will include the joint proxy statement of Marvell and Lumentum for their respective meetings of stockholders relating to the transactions contemplated by the Merger Agreement.

Treatment of Equity Awards

Under the terms of the Merger Agreement, each Lumentum equity award, consisting of stock options, restricted stock units and performance stock units, that is outstanding immediately prior to the Effective Time will be converted into an equivalent Marvell equity award, including with respect to vesting conditions (including termination protection and provisions, expiration and post-termination exercisability), except that performance stock units will be converted into solely time-vesting restricted stock units.

The number of shares of Marvell Common Stock subject to each converted equity award will be equal to the number of shares of Lumentum Common Stock then subject to the award (with the number of shares subject to any performance stock unit determined based on (i) the greater of target and actual performance levels for stock price performance metrics and (ii) except as otherwise provided by the terms of Lumentum’s Change in Control and Severance Benefits Plan, as amended and restated, that would apply assuming a participant’s qualifying termination of employment upon the consummation of the Merger, at projected actual performance for all other performance metrics measured through the Effective Time), multiplied by the Exchange Ratio, and the exercise price of each converted stock option will be equal to the exercise price of the Lumentum stock option divided by the Exchange Ratio.

Notwithstanding the foregoing, each restricted stock unit of Lumentum that is outstanding and held by a non-employee director as of immediately prior to the Effective Time will instead be cancelled and converted into the right to receive the Common Stock Merger Consideration.

Post-Closing Governance

Effective as of immediately following the Effective Time, Marvell will appoint three (3) individuals designated by Lumentum from among the members of the Lumentum board of directors and reasonably acceptable to Marvell to the Marvell Board, and Marvell will nominate each such designee who is still serving for election at Marvell’s first annual meeting of stockholders following the Effective Time.

Representations, Warranties and Covenants

The Merger Agreement contains customary representations and warranties of Marvell and Lumentum relating to their respective businesses. Additionally, the Merger Agreement provides for customary pre-closing covenants of each of Marvell and Lumentum, including (a) subject to certain exceptions, to conduct their respective businesses in the ordinary course; (b) to cooperate and use reasonable best efforts to obtain required regulatory approvals; (c) unless the Merger Agreement is terminated in accordance with its terms, to hold a meeting of their respective stockholders to seek the requisite stockholder approvals; (d) not to solicit proposals relating to certain alternative transactions from third parties, including alternative acquisitions or business combination transactions involving Marvell or Lumentum, as applicable (an “ Alternative Transaction ”); (e) subject to certain limited exceptions, not to participate in any discussions with third parties concerning or provide nonpublic information to third parties in connection with an Alternative Transaction; and (f) subject to certain limited exceptions, not to enter into any agreement relating to an Alternative Transaction.