Marvell Technology announces merger with Lumentum

Item 2.02.

Results of Operations and Financial Condition.

On November 2, 2026, Marvell Technology, Inc., a Delaware corporation (" Marvell ") and Lumentum Holdings Inc., a Delaware corporation (" Lumentum ") announced the entry into the Agreement and Plan of Merger (the " Merger Agreement "), by and among Marvell, 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 ").

In connection with the announcement, Marvell and Lumentum issued a joint press release, which included preliminary revenue for Marvell for the third quarter of fiscal 2027. A copy of the joint press release is furnished as Exhibit 99.1 hereto and is incorporated by reference herein.

The information in Item 2.02 of this Current Report, including the accompanying Exhibit 99.1, is being furnished and shall not be deemed "filed" for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise subject to the liabilities of Section 18. The information in Item 2.02 of this Current Report shall not be incorporated by reference into any registration statement or other document fil

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 Agreement. 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-4 (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 prospectus 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

Item 9.01.

Financial Statements and Exhibits.

(d)

Exhibits.

Exhibit

No.

Description of Exhibit

99.1

Joint Press Release of Marvell Technology, Inc. and Lumentum Holdings Inc., dated November 2, 2026

99.2

Investor Presentation, dated November 2, 2026

104

Cover Page Interactive Data File (embedded within the Inline XBRL document)

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Schedules and exhibits have been omitted pursuant to Item 601(a)(5) of Regulation S-K. The registrant hereby undertakes to furnish supplementally a copy of any omitted schedule or exhibit upon request by the SEC.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

MARVELL TECHNOLOGY, INC.

Date: November 2, 2026

By:

/s/ Mark Casper

Mark Casper

EVP, Chief Legal Officer and Secretary

MARVELL AND LUMENTUM TO COMBINE, CREATING A CATEGORY LEADER IN AI CONNECTIVITY

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Combines two of the fastest-growing enablers of AI, bringing together complementary electrical and optical technologies to address increasingly complex connectivity requirements across next-generation AI infrastructure

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Expected to create a broad full-stack connectivity portfolio that is intended to enable end-to-end extreme co-design, high-volume production of fully-optimized, pre-validated optical solutions and faster time to market for customers

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Expected to expand the combined company's total addressable market to $550 billion

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The transaction is expected to enhance the combined company's long-term revenue growth, non-GAAP gross margin and non-GAAP operating margin profile, provide line of sight to more than $1 billion in annual run-rate cost synergies, and is expected to be accretive to Marvell non-GAAP earnings per share in year one post-close

SANTA CLARA, Calif. and SAN JOSE, Calif. – November 2, 2026 – Marvell Technology, Inc. (NASDAQ: MRVL) and Lumentum

(NASDAQ: LITE) today