Marvell to Acquire Lumentum in an All-Stock Merger: Each Lumentum Share Converts to 4.500 Marvell Shares

Marvell Technology agreed on 1 November 2026 to acquire Lumentum Holdings in an all-stock merger. Each Lumentum common share converts into 4.500 shares of Marvell common stock. The companies say the deal implies an enterprise value of $115 billion for Lumentum, or about $1,132 per share, and expect it to close in the first half of 2028 (BusinessWire).

Who is acquiring whom, and how is the deal built?

Marvell is the acquirer and Lumentum is the target. The SEC 8-K summary describes a two-step merger. First, Java Merger Sub, Inc., a Marvell subsidiary, merges into Lumentum, which becomes a wholly owned subsidiary of Marvell. Lumentum then merges into Java Merger Sub II, Inc., a second Marvell subsidiary.

The key terms, and the source for each, are below.

How many Marvell shares does each Lumentum share get?

Each Lumentum common share converts into 4.500 Marvell common shares. Corporate INTL describes the arrangement as "a fixed exchange ratio with no cash element," and Kalkine Media says Lumentum shareholders will receive Marvell common stock.

Because the ratio is fixed, the value a Lumentum holder receives moves with Marvell's share price until closing.

The same 4.500 ratio applies to equity awards. Outstanding Lumentum stock options, restricted stock units and performance stock units convert into equivalent Marvell equity awards, and performance stock units become solely time-vesting restricted stock units. The SEC 8-K summary sets out these terms.

What is the deal worth, and what does the 23.9% premium measure?

The companies put the implied enterprise value of Lumentum at $115 billion. The same press release says the implied price of about $1,132 per Lumentum share is a premium of approximately 23.9%, measured against each company's unaffected closing share price as of 28 October 2026.

These are the companies' own calculations, not independent valuations. The premium is measured against a close taken before the announcement, so it does not show how the stocks traded after the deal was disclosed.

When is the deal expected to close?

The companies expect the transaction to close in the first half of 2028, according to Corporate INTL and Stock Titan. The SEC 8-K summary sets an outside date of 1 November 2027 and says the date may be extended under certain circumstances. The filing names extension dates of 1 February 2028, 1 May 2028 and 1 August 2028, applicable if required regulatory approvals have not been obtained.

The expected close falls after that original outside date, so the timeline depends on the extension mechanism in the agreement, not on the outside date alone. Corporate INTL reports that the agreement "allows almost two years for antitrust and foreign investment clearances."

The merger agreement also requires the companies to jointly prepare and file a registration statement on Form S-4, which will include a joint proxy statement for each company's stockholder meeting.

Have both boards approved the merger?

Yes. BusinessWire reports that the agreement was unanimously approved by the boards of directors of both companies. Kalkine Media reports the unanimous approval by the Marvell board.

Board approval does not complete the deal. The companies still need regulatory clearances before the merger can close, and the timing of those clearances drives the expected 2028 date. The SEC 8-K summary also sets a $3.2 billion regulatory termination fee, payable by Marvell to Lumentum if the agreement ends after a failure to close by the outside date or after regulatory approvals are denied.

Once the deal closes, Marvell will appoint three individuals designated by Lumentum from its current directors to the Marvell board.

How can a reader verify the terms?

1. Open the Form 8-K on SEC EDGAR and read the Item 1.01 description of the Agreement and Plan of Merger.
2. Confirm the agreement date, the exchange ratio and the outside date against the filing text, not against news summaries.
3. Check the filer and the filing date on the EDGAR filing index for the 8-K.
4. Treat the $115 billion and $1,132 figures as the companies' own numbers until they appear in a filing.

What's still unclear?

• Filing date and filer. The 8-K names Lumentum as the filer, with 1 November 2026 as the date of report and 2 November 2026 as the signature date. Kalkine Media says Marvell filed a Form 8-K on 2 November 2026. Corporate INTL says the agreement was "signed on 1 November and filed with the US Securities and Exchange Commission" without giving a filing date. Because the 8-K itself names Lumentum as filer, the Marvell attribution is not borne out by the filing.
• Company figures. The $115 billion enterprise value, the $1,132 per-share value and the 23.9% premium all come from the companies' own calculations.- Timeline. A first-half 2028 close sits after the 1 November 2027 outside date. The extension terms matter more than the target date for anyone planning around the deal.
• Weakest point of the argument. An all-stock structure means Lumentum holders carry Marvell's share price risk through the regulatory process, which the agreement allows almost two years for. A premium measured against a pre-announcement price says little about the value after the deal is priced in.