Lumentum enters merger with Marvell

Item 1.01.

Entry Into a Material Definitive Agreement.

The Merger

On November 1, 2026, Lumentum Holdings Inc., a Delaware corporation (" Lumentum " or the " Company "), entered into an Agreement and Plan of Merger (the " Merger Agreement ") with Marvell Technology, Inc., a Delaware corporation (" Marvell "), 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 Lumentum¹ (the " Lumentum Board ") has unanimously: (i) approved and declared advisable the Merger Agreement¹ and the transactions contemplated by the Merger Agreement, including the Merger, (ii) determined that the Merger Agreement¹ and the transactions contemplated thereby, including the Merger, are fair to, and in the best interests of, Lumentum and its stockholders¹, and (iii) resolved to recommend that Lumentum's stockholders adopt the Merger Agreement.

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, su

Item 5.02.

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On November 1, 2026, the Company entered into a reimbursement and indemnification agreement (a "Tax reimbursement agreement") with the Company's Chief Executive Officer, Michael Hurlston, pursuant to which, in connection with the Merger, (i) the Company and Mr. Hurlston will cooperate in good faith with respect to the implementation of strategies intended to mitigate the effects of Section 280G of the Internal Revenue Code of 1986, as amended (the "Code"), and (ii) in the event that the implementation of any such strategies results in excess incremental tax or other liabilities to Mr. Hurlston or excise tax under Section 4999 of the Code is still owed by Mr. Hurlston after the implementation of such strategies, the Company will provide Mr. Hurlston with a payment that would place Mr. Hurlston in the same after-tax position that he would have been in if the excise tax did not apply. The Tax reimbursement agreement will be null and void if the Merger Agreement is terminated for any reason prior to the Effective Time³. The foregoing description of Mr. Hurlston's Tax reimbursement agreement does not purpose to be complete and is qualified in its entirety by the text of the agreement, a copy of which will be filed as an exhibit to the Company's Quarterly Report on Form 10-Q for the fiscal quarter ending November 5, 2026.

Also on November 1, 2026, the Lumentum Board approved the Company's entry into a Tax reimbursement agreement with the Company's other named executive officers², as may be necessary or advisable to mitigate the effects of Section 280G of the Code on such executives.

Item 7.01.

Regulation FD Disclosure.

Press Release

The joint press release furnished as Exhibit 99.1 hereto also announced that Marvell and Lumentum will be hosting a joint investor conference call at 8:00 a.m., Eastern Time, on November 2, 2026, to discuss the transactions contemplated by the Merger Agreement⁴. The presentation materials for the conference call and webcast are attached hereto as Exhibit 99.2.

The information in Item 7.01 of this Current Report, including the accompanying Exhibits 99.1 and 99.2, are being furnished and shall not be deemed "filed" for the purposes of Section 18 of the Exchange Act, or otherwise subject to the liabilities of Section 18. The information in Item 7.01 of this Current Report shall not be incorporated by reference into any registration statement or other document filed pursuant to the Securities Act or the Exchange Act, regardless of any general incorporation language contained in such filing.

Additional Information About the Transaction and Where to Find It

This communication relates to a proposed transaction between Marvell and Lumentum (the "Transaction"). In connection with the Transaction, Marvell intends to file with the SEC a registration statement on Form S-4⁵ (the "Form S-4") that will include a joint proxy statement for Marvell's and Lumentum's respective stockholders and that will also constitute a prospectus⁵ with respect to the shares of Marvell's common stock to be issued in the Transaction (the "Joint Proxy Statement/Prospectus"). The definitive Joint Proxy Statement/Prospectus (if and when available) will be mailed to stockholders of Marvell and Lumentum after the Form S-4 is declared effective by the SEC. This communication is not a substitute for the Joint Proxy Statement/Prospectus or registration statement. INVESTORS AND SECURITY HOLDERS ARE URGED TO READ THE FORM S-4, JOINT PROXY STATEMENT/PROSPECTUS AND ANY OTHER RELEVANT DOCUMENTS THAT MAY BE FILED WITH THE SEC IN CONNECTION WITH THE TRANSACTION OR INCO