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Marvell Technology MRVL

Marvell Technology enters merger agreement with Lumentum

Item 1.01 Enters material agreement

Form
8-K
Filed
Importance
Major
  1. Marvell entered into a merger agreement with Lumentum on November 1, 2026.
  2. Lumentum shareholders will receive 4.5 shares of Marvell common stock per share of Lumentum common stock.
  3. Lumentum preferred stock will convert to Marvell common stock or Series B preferred stock.
  4. Marvell and Lumentum will file a Form S-4 registration statement for the merger.

Written from the 8-K on EDGAR. Check the filing before you rely on it.

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The reading, claim by claim

  1. The merger was approved by Marvell's board of directors.
  2. The merger is subject to conditions outlined in the Merger Agreement.
  3. Marvell's board determined the merger is in the best interest of the company.

3 of 6 claims matched the filing text.

Not found in the filing text

  • For the quarter ended August 1, 2026, Marvell reported revenue of $2.7 billion, net income of $308.0 million, and a gross margin of 53.1%.
  • The company's operating margin was 16.8%, and net margin was 11.2%.
  • Revenue increased by 36.5% compared to the previous year.

From the filing

Item 1.01.

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 Agreement2, 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 Merger1, 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 int3

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