Every material Form 8-K Lumentum has filed with the SEC since December 12, 2024, read and summarized by AI: what happened, the key figures, whether it reads positive or negative for shareholders, and how big a deal it is (impact 1-5). Newest first; each brief links to its own page and to the filing on SEC.gov.
Lumentum Holdings Inc. entered into a definitive merger agreement on November 1, 2026, under which Marvell Technology, Inc. will acquire Lumentum in an all-stock transaction with an implied enterprise value of $115 billion. Lumentum stockholders will receive 4.500 shares of Marvell common stock for each share of Lumentum common stock they own. The transaction is expected to close in the first half of calendar year 2028, subject to regulatory and stockholder approvals.
On November 1, 2026, Lumentum entered into an agreement to be acquired by Marvell Technology in an all-stock transaction.
Lumentum stockholders will receive a fixed exchange ratio of 4.500 shares of Marvell common stock for each share of Lumentum common stock, representing an implied enterprise value of $115 billion.
The transaction is expected to close in the first half of calendar year 2028.
Following closing, current Marvell stockholders will own approximately 67% and Lumentum stockholders will own approximately 33% of the combined company.
Lumentum Holdings Inc. reported first-quarter fiscal 2027 net revenue of $1.26 billion with GAAP net income of $360.3 million. The company secured a second major NPO/CPO win with purchase commitments exceeding $5 billion and issued positive revenue and earnings guidance for the second quarter.
Net revenue for the fiscal first quarter ended September 26, 2026, was $1.26 billion.
GAAP net income was $360.3 million, or $3.54 per diluted share.
The company secured a major NPO/CPO win backed by purchase commitments exceeding $5 billion.
Second-quarter fiscal 2027 net revenue is forecasted to be between $1.575 billion and $1.625 billion.
Lumentum reported fourth-quarter fiscal 2026 net revenue of $1.01 billion, up from $480.7 million a year earlier, but a $7.8 billion non-cash loss on debt extinguishment from equitizing convertible notes drove a GAAP net loss of $7.2 billion, or $84.65 per diluted share. The company guided first-quarter fiscal 2027 net revenue to $1.225 billion to $1.275 billion, with non-GAAP diluted EPS of $4.05 to $4.35.
Q4 fiscal 2026 net revenue was $1.01 billion, up 109.3% year over year and 24.5% from the third quarter's $808.4 million.
Q4 GAAP net loss was $7.2 billion ($84.65 per diluted share), driven by a one-time, non-cash loss on debt extinguishment of $7.8 billion.
Q4 non-GAAP net income was $326.3 million, or $3.23 per diluted share, versus $0.88 a year earlier.
Q1 fiscal 2027 guidance: net revenue of $1.225 billion to $1.275 billion and non-GAAP operating margin of 39.5% to 40.5%.
Lumentum Holdings said Executive Vice President of Global Reliability & Quality Vincent Retort informed the company on July 27, 2026 that he plans to retire effective in October 2026. He has agreed to provide consulting services for a two-year term after retirement, and his outstanding equity awards will keep vesting during that term if he remains a service provider.
Vincent Retort, Executive Vice President, Global Reliability & Quality, plans to retire effective October 2026.
Notice given to the company on July 27, 2026; the 8-K was filed July 30, 2026.
Retort will provide consulting services to Lumentum for a two-year term after retirement.
His outstanding equity awards continue to vest during the consulting term on existing schedules, provided he remains a service provider.
Lumentum reported fiscal third-quarter 2026 results for the quarter ended March 28, 2026, with net revenue of $808.4 million, up 90.1% from a year earlier, and GAAP net income of $144.2 million, or $1.50 per diluted share, compared with a net loss of $44.1 million a year earlier. The company guided fourth-quarter net revenue to $960 million to $1.01 billion and non-GAAP diluted earnings per share to $2.85 to $3.05, which points to continued growth expectations for shareholders.
Net revenue of $808.4 million, up 90.1% year over year from $425.2 million and up 21.5% from $665.5 million in the second quarter
GAAP diluted EPS of $1.50 versus a loss of $0.64 a year earlier; non-GAAP diluted EPS of $2.37
Fourth-quarter fiscal 2026 outlook: net revenue of $960 million to $1.01 billion and non-GAAP operating margin of 35.0% to 36.0%
Cash, cash equivalents and short-term investments of $3,172.3 million at quarter end, up $2,017.0 million from the prior quarter, mainly from Series A Convertible Preferred Stock issued in March 2026
Lumentum reported fiscal second-quarter 2026 results for the quarter ended December 27, 2025, with net revenue of $665.5 million, up 65.5% from a year earlier and 24.7% from the first quarter. GAAP net income was $78.2 million, or $0.89 per diluted share, compared with a net loss of $60.9 million a year earlier, and the company guided third-quarter net revenue to $780 million to $830 million.
Net revenue of $665.5 million, up 24.7% from the first quarter ($533.8 million) and 65.5% from the year-ago quarter ($402.2 million)
GAAP net income of $78.2 million, or $0.89 per diluted share, versus $4.2 million, or $0.05, in the first quarter
Third-quarter fiscal 2026 outlook: net revenue of $780 million to $830 million, non-GAAP operating margin of 30.0% to 31.0%, and non-GAAP diluted EPS of $2.15 to $2.35
Total cash, cash equivalents, and short-term investments of $1,155.3 million at quarter end, up $33.5 million sequentially
Lumentum Holdings said Chief Accounting Officer Matthew Sepe plans to retire, and the board appointed Eric Chang, who recently joined as Senior Vice President, Finance, to succeed him as CAO. Sepe remains Senior Vice President, Finance until his retirement in fall 2026, and the CAO change takes effect on the later of February 6, 2026 and the filing of the 10-Q for the quarter ended December 27, 2025. The filing says Chang's compensation is not expected to change.
Matthew Sepe informed the company of his planned retirement on December 29, 2025.
Sepe steps down as CAO on the later of February 6, 2026 and the 10-Q filing date for the quarter ended December 27, 2025.
Eric Chang, 52, previously was CFO of Digilens, Inc. (July to November 2025) and CAO of Edgio, Inc. (October 2022 to June 2025).
Chang's compensation is not expected to change in connection with the appointment.
Lumentum Holdings entered a $400.0 million senior secured revolving credit agreement with Wells Fargo as administrative agent, dated December 19, 2025. The company had no outstanding borrowings or letters of credit under the facility at signing, so it adds available liquidity rather than new debt today.
Facility size is $400.0 million, including a $23.0 million sublimit for letters of credit
Revolving loans mature December 19, 2030, but could mature earlier if liquidity or leverage tests are not met 91 days before certain convertible notes come due
Borrowings bear interest at base rate plus 0.50% to 1.50%, or term SOFR plus 1.50% to 2.50%, based on secured net leverage
Financial covenants include a secured net leverage ratio of 3.25:1.00 or less and an interest coverage ratio of at least 3.00:1.00
Lumentum added Thad Trent, executive vice president and chief financial officer of ON Semiconductor (onsemi), to its board effective December 15, 2025, and to the Audit Committee. The appointment brings the board to nine members and adds a finance executive with prior CFO experience at Cypress Semiconductor.
Thad Trent appointed to the Board effective immediately on December 15, 2025, with a term expiring at the 2026 annual meeting
Trent also joined the Audit Committee of the Board
Trent has been CFO of onsemi since February 2021 and was CFO of Cypress Semiconductor from June 2014 until its sale to Infineon in April 2020
Trent will receive cash and equity compensation under the Outside Director Compensation Policy and will enter the standard indemnification agreement
At its November 19, 2025 annual meeting, Lumentum stockholders approved the 2025 Equity Incentive Plan, including a reserve of company common stock for issuance under it. Holders of 87.24% of eligible shares were represented, and the filing lists votes on director elections, a non-binding say-on-pay proposal, and the auditor ratification.
Equity plan: 45,653,375 votes for, 9,596,444 against, 340,562 abstentions, and 6,273,339 broker non-votes
Shareholders representing 61,863,720 of 70,912,590 eligible shares (87.24%) attended the meeting
Say-on-pay: 49,092,285 votes for and 6,133,562 against; Deloitte & Touche LLP ratified as auditor for fiscal year ending June 27, 2026 with 61,391,629 votes for
Lumentum reported fiscal first-quarter 2026 net revenue of $533.8 million, up 58.4% from a year earlier and 11.0% from the prior quarter, with GAAP net income of $4.2 million, or $0.05 per diluted share, compared with a GAAP net loss of $82.4 million a year earlier. The company guided second-quarter fiscal 2026 net revenue to $630 million to $670 million and non-GAAP diluted earnings per share to $1.30 to $1.50.
Net revenue $533.8 million, up 58.4% year over year and 11.0% sequentially from $480.7 million
GAAP net income $4.2 million, or $0.05 per diluted share, versus a GAAP net loss of $82.4 million in the year-earlier quarter
Non-GAAP diluted EPS $1.10 versus $0.18 a year earlier; non-GAAP operating margin 18.7%
Q2 fiscal 2026 outlook: net revenue $630 million to $670 million; non-GAAP operating margin 20.0% to 22.0%
On September 8, 2025, Lumentum issued $1.265 billion of 0.375% convertible senior notes maturing March 15, 2032, with net proceeds of approximately $1.25 billion. The company used about $843.8 million of the proceeds to repurchase about $581.1 million of its 2026 convertible notes and about $88.7 million to pay for capped call transactions meant to reduce potential dilution, so the new debt adds to shareholders' future dilution exposure and interest obligations.
$1.265 billion aggregate principal of 0.375% convertible senior notes due March 15, 2032, issued September 8, 2025
Initial conversion price of approximately $187.77 per share, a premium of about 40% over the $134.12 closing price on September 3, 2025
About $843.8 million of net proceeds used to repurchase about $581.1 million of 0.50% notes due 2026, plus about $88.7 million for capped call transactions
Capped call cap price initially $268.24 per share, a premium of 100% over the September 3, 2025 closing price
Lumentum reported fiscal fourth-quarter 2025 net revenue of $480.7 million, up 55.9% from a year earlier and 13.1% from the prior quarter, with GAAP net income of $213.3 million, or $2.96 per diluted share, helped by a $224.7 million income tax benefit. The company expects first-quarter fiscal 2026 net revenue of $510 million to $540 million, which would be above the fourth-quarter level.
Q4 FY25 GAAP net income of $213.3 million ($2.96 per diluted share) compared with a GAAP net loss of $252.5 million in Q4 FY24; the quarter included a $224.7 million income tax benefit.
Q4 FY25 non-GAAP net income of $63.3 million, or $0.88 per diluted share, versus $40.9 million ($0.57) in Q3 FY25.
Fiscal 2025 net revenue of $1.65 billion, up 21.0% from $1.36 billion in fiscal 2024; GAAP net income of $25.9 million.
Q1 FY26 outlook: net revenue of $510 million to $540 million, non-GAAP operating margin of 16.0% to 17.5%, and non-GAAP diluted EPS of $0.95 to $1.10.
Lumentum reported fiscal third-quarter 2025 results for the quarter ended March 29, 2025, with net revenue up 16.0% year over year to $425.2 million. The GAAP net loss narrowed to $44.1 million, or $0.64 per diluted share, from $127.0 million, or $1.88 per share, a year earlier. The company also gave fiscal fourth-quarter guidance of $440 million to $470 million in net revenue and non-GAAP diluted EPS of $0.70 to $0.80.
Net revenue was $425.2 million, up 5.7% from $402.2 million in the prior quarter and up 16.0% from $366.5 million a year earlier.
GAAP net loss was $44.1 million ($0.64 per diluted share), compared with a net loss of $60.9 million in the prior quarter and $127.0 million a year earlier.
Non-GAAP diluted EPS was $0.57, compared with $0.42 in the prior quarter and $0.09 a year earlier.
Q4 fiscal 2025 guidance: net revenue of $440 million to $470 million and non-GAAP diluted EPS of $0.70 to $0.80; cash and short-term investments were $866.7 million at quarter end.
Lumentum reported fiscal second quarter 2025 net revenue of $402.2 million, up 19.4% from the prior quarter and 9.7% from a year earlier, with GAAP net loss narrowing to $60.9 million, or $0.88 per diluted share. It guided fiscal third quarter net revenue to $410 million to $425 million and non-GAAP diluted EPS to $0.47 to $0.53, and said CEO Alan Lowe will transition to Michael Hurlston.
Q2 net revenue $402.2 million vs. $336.9 million in Q1 and $366.8 million in Q2 2024
GAAP net loss $60.9 million ($0.88 per diluted share) vs. $82.4 million in Q1 and $99.1 million in Q2 2024
Q3 fiscal 2025 outlook: net revenue $410 million to $425 million; non-GAAP diluted EPS $0.47 to $0.53
Cash, cash equivalents and short-term investments were $896.7 million, down $19.4 million from Q1
Lumentum appointed Michael Hurlston as President and CEO effective February 7, 2025, succeeding Alan Lowe, who is stepping down and will remain on the Board and as an advisor. The company also released preliminary fiscal second quarter 2025 results, with net revenue of about $402 million and non-GAAP diluted EPS of $0.40 to $0.42, at the high end of or above its prior guidance.
Michael Hurlston becomes President, CEO and a director effective February 7, 2025; he succeeds Alan Lowe, CEO since 2015.
Preliminary fiscal Q2 2025 net revenue is about $402 million, versus prior guidance of $380 million to $400 million.
Preliminary non-GAAP diluted EPS is $0.40 to $0.42, versus prior guidance of $0.30 to $0.40.
Full fiscal Q2 2025 results and earnings call are scheduled after the market closes on February 6, 2025; the results remain preliminary and unaudited.
Lumentum Holdings appointed Paul Lundstrom, currently Chief Financial Officer at Copeland, to its board of directors effective immediately, with a seat on the Audit Committee. The board now has nine members, eight of whom are independent, according to the company's press release.
Board appointment made December 7, 2024; announced in a press release dated December 12, 2024
Lundstrom, 49, has been CFO at Copeland since August 2024 and was previously CFO of Flex Ltd. from September 2020 to August 2024
Appointed to the Audit Committee; initial term expires at the 2025 annual meeting of stockholders
Board expands to nine members, eight of whom are independent
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