Lumentum Holdings Inc. has entered into a definitive agreement to be acquired by Marvell Technology, Inc. in an all-stock transaction announced on November 2, 2026. The agreement, approved unanimously by the boards of directors of both companies, was signed on November 1, 2026.

Under the terms of the agreement, Lumentum stockholders will receive a fixed exchange ratio of 4.500 shares of Marvell common stock for each share of Lumentum common stock they own. This exchange ratio implies an enterprise value of approximately $115 billion for Lumentum, or about $1,132 per share. This represents a premium of approximately 23.9% based on the last unaffected closing share price of Lumentum on October 28, 2026.

Following the closing of the transaction, Lumentum stockholders are expected to own approximately 33% of the combined company on a fully diluted basis, while Marvell stockholders will own about 67%. The transaction is expected to close in the first half of calendar year 2028, subject to approval by the stockholders of both companies and the receipt of regulatory approvals.

The companies stated that the merger is intended to create a category leader in AI connectivity. By combining Marvell’s electrical and optical interconnect technologies with Lumentum’s expertise in high-performance lasers and optical transceivers, the combined entity expects to expand its total addressable market to $550 billion. The transaction is projected to provide line of sight to more than $1 billion in annual run-rate cost synergies and is expected to be accretive to Marvell’s non-GAAP earnings per share in the first year following the close.

Post-closing, Matt Murphy, Chairman and CEO of Marvell, will continue to lead the combined company. Three members of Lumentum’s board of directors, including Lumentum’s CEO Michael Hurlston, will join Marvell’s board, which currently consists of seven directors.

Qatalyst Partners is serving as lead financial advisor to Marvell, with J.P. Morgan Securities LLC and Goldman Sachs & Co. LLC as additional financial advisors. Wilson Sonsini Goodrich & Rosati is serving as legal advisor to Marvell, and FGS Global is the strategic communications advisor. For Lumentum, Citigroup Global Markets Inc. and Evercore are serving as financial advisors, Davis Polk & Wardwell LLP is the legal advisor, and Joele Frank, Wilkinson Brimmer Katcher is the strategic communications advisor.