Lumentum Holdings Inc.

Our business, financial condition and results of operations are subject to a number of trends, risks and uncertainties. We review and, where applicable, update our risk factors each quarter. There have been no material changes from the risk factors disclosed in Part I, Item 1A of our Annual Report on Form 10-K for the year ended June 27, 2026, other than the addition of the following risk factors:

Risks Related to Our Business

New or expanded FCC restrictions could adversely affect our business and results of operations.

The Federal Communications Commission (“FCC”) maintains a “Covered List” of communications equipment and services deemed to pose an unacceptable risk to U.S. national security or the safety and security of U.S. persons. FCC rules restrict authorization, importation, marketing and sale of certain listed equipment. The FCC is reportedly considering adding optical transceivers to the Covered List; however, no final rule specifically addressing optical transceivers has been issued. As such, timing and scope of any final rule remains uncertain. If optical transceivers or other Lumentum products are made subject to these or similar restrictions, this could affect our ability to manufacture or source certain products or components outside the United States, including without limitation optical transceivers. These restrictions could limit our ability to obtain or maintain required authorizations or to import, market or sell affected products in the United States. Restrictions affecting products sold by our suppliers or customers could also disrupt our supply chain or reduce demand. We may need to redesign products, qualify alternative components or suppliers, or modify our manufacturing or supply chain, increasing costs, delaying deliveries or reducing margins. These restrictions and related impacts could adversely affect our sales, market share, business, financial condition and results of operations.

Risks Related to the Proposed Merger with Marvell

Because the Exchange Ratio is fixed and the market price of Marvell Common Stock will fluctuate, our stockholders cannot be certain of the value of the merger consideration they will receive.

On November 1, 2026, we entered into a Merger Agreement with Marvell and two of its wholly owned subsidiaries, pursuant to which, upon the terms and subject to the conditions of the Merger Agreement, we will become a wholly owned subsidiary of Marvell. At the Effective Time, each share of our Common Stock issued and outstanding immediately prior to the Effective Time, subject to certain exceptions in the Merger Agreement, will be converted into the right to receive 4.500 shares of Marvell Common Stock (such ratio, the Exchange Ratio), with cash in lieu of fractional shares. Shares of our Series A Convertible Preferred Stock will be converted into the right to receive Marvell Common Stock based on the Exchange Ratio or, if the holder so elects, shares of a new series of Marvell Series B Preferred Stock.

The Exchange Ratio is fixed and will not be adjusted for changes in the market price of Marvell Common Stock or our Common Stock, and the Merger Agreement does not permit either party to terminate the Merger Agreement solely because of changes in the market price of either company’s stock. Accordingly, the market value of the merger consideration will vary from the date of announcement of the Merger, from the date of this Quarterly Report on Form 10-Q, from the date of the joint proxy statement/prospectus relating to the Merger and from the date of our special meeting of stockholders to approve the Merger, and the market value of the Merger consideration at the Effective Time may be higher or lower than its value on any of those dates. Changes in the market price of Marvell Common Stock may result from a variety of factors, many of which are beyond our and Marvell’s control, including changes in Marvell’s business, operations and prospects, market assessments of the likelihood that the Merger will be completed and of the timing of the Merger, regulatory considerations, general market, industry and economic conditions and the other factors described in Marvell’s filings with the SEC. Because the Merger is expected to be completed some time after our special meeting, at the time of the meeting our stockholders will not know the market value of the Marvell Common Stock that they will receive upon completion of the Merger.

The Merger is subject to a number of conditions, some of which are outside our control, and the Merger may not be completed on the anticipated timeline or at all.

Completion of the Merger is subject to the satisfaction or, to the extent permitted, waiver of a number of conditions, including, among others: (a) adoption of the Merger Agreement by our stockholders; (b) approval by Marvell’s stockholders of the issuance of Marvell Common Stock in the Merger and of an amendment to Marvell’s certificate of incorporation to increase the number of authorized shares; (c) the expiration or termination of the applicable waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, and the receipt of certain other required regulatory approvals; (d) the absence of a legal restraint imposed by certain governmental authorities preventing the completion of the Merger; (e) the effectiveness of the registration statement on Form S-4 to be filed by Marvell in connection with the Merger; (f) authorization for listing on the Nasdaq Global Select Market of the shares of Marvell Common Stock to be issued in the Merger; (g) the accuracy of the representations and warranties of each party (subject to certain qualifications); (h) the performance in all material respects by each party of its obligations under the Merger Agreement; and (i) the absence of a material adverse effect on either us or Marvell. Neither we nor Marvell can control whether the stockholders of either company will approve the Merger-related proposals or whether or when the required regulatory approvals will be obtained.

Governmental authorities may refuse to grant required approvals, may delay their review or may seek to impose conditions on their approval, including requirements to divest assets or businesses, license intellectual property, enter into commercial or behavioral commitments or otherwise restrict the conduct of our or Marvell’s businesses. Marvell is not required under the Merger Agreement to accept certain remedies that would reasonably be expected to be material and adverse to the combined businesses of Marvell and us, taken as a whole, or that are not conditioned on completion of the Merger, and the imposition of any such condition could result in the Merger not being completed. Any such conditions, if accepted, could also reduce the anticipated benefits of the Merger or adversely affect the combined company’s business. In addition, either party may terminate the Merger Agreement if the Merger has not been completed by November 1, 2027, which date may be extended in certain circumstances to February 1, 2028, May 1, 2028 and August 1, 2028 if required regulatory approvals have not been obtained, and in certain other specified circumstances. We cannot assure you that the conditions to the completion of the Merger will be satisfied or waived, that the Merger will be completed on the anticipated timeline or at all, or that the Merger Agreement will not be terminated.

Failure to complete the Merger could negatively affect our business, financial condition, results of operations and the market price of our common stock.

If the Merger is not completed for any reason, our ongoing business may be adversely affected and, without realizing any of the anticipated benefits of the Merger, we would be subject to a number of risks, including the following:

•to the extent that the current market price of our Common Stock reflects an assumption that the Merger will be completed, the market price of our Common Stock could decline significantly;

•we have incurred, and will continue to incur, significant costs, expenses and fees for professional services and other transaction costs in connection with the Merger, a substantial portion of which we must pay whether or not the Merger is completed;

•under certain circumstances, including if the Merger Agreement is terminated because our board of directors changes its recommendation that our stockholders adopt the Merger Agreement or so that we may enter into a definitive agreement providing for a superior proposal, or in certain circumstances following the termination of the Merger Agreement after an alternative acquisition proposal has been made, we may be required to pay Marvell a termination fee of $2.9 billion, which would adversely affect our financial condition and liquidity;

•the disruption to our business resulting from the announcement and pendency of the Merger, including adverse changes in our relationships with customers, suppliers, partners and employees, may continue or intensify;

•we may experience negative reactions from the financial markets, including analysts and investors, and from our customers, suppliers, partners and employees;

•we will have been subject to restrictions on the conduct of our business, and may have forgone business opportunities, during the pendency of the Merger; and

•we could be subject to litigation related to the Merger or to any failure to complete the Merger.

In addition, if the Merger is not completed, our board of directors may seek other strategic alternatives, which may not be available on terms as favorable to our stockholders as the Merger, or at all. The occurrence of any of these events, individually or in the aggregate, could have an adverse effect on our business, financial condition, results of operations and the market price of our Common Stock.

Our stockholders will have a significantly reduced ownership and voting interest in, and will exercise less influence over the management of, the combined company.

Upon completion of the Merger, our stockholders will become stockholders of Marvell and will hold a significantly smaller percentage ownership of the combined company than they currently hold of our company. Accordingly, our former stockholders will have less influence over the management and policies of the combined company than they currently have over our management and policies, and only three members of our current board of directors are expected to be appointed to the Marvell board of directors following the Effective Time.

The combined company may be unable to integrate our business successfully and realize the anticipated benefits of the Merger, which could adversely affect the market price of Marvell common stock following the Merger.

The success of the Merger will depend, in part, on the combined company’s ability to realize the anticipated benefits and synergies from combining our business with Marvell’s business. Integrating two large and complex businesses is a difficult, costly and time-consuming process, and the combined company may encounter difficulties, including the loss of key employees, customers, suppliers or other business partners, difficulties in integrating operations, technologies, manufacturing facilities, supply chains and systems, inconsistencies in standards, controls, procedures and policies, unanticipated costs, liabilities or delays, and the diversion of management’s attention. Any regulatory conditions imposed in connection with the Merger could also limit the anticipated benefits. If the combined company is not able to successfully integrate our business with Marvell’s business, or if the anticipated benefits and synergies of the Merger are not realized fully, within the expected timeframe or at all, the market price of Marvell Common Stock, and therefore the value of the Merger consideration received by our stockholders, may decline.

After the Merger, our stockholders will hold Marvell Common Stock, the market price of which may be affected by factors different from those affecting the market price of our Common Stock, and their rights will be governed by Marvell’s organizational documents.

Upon completion of the Merger, holders of our Common Stock will become holders of Marvell Common Stock. Marvell’s business and financial position differ from ours, and the results of operations of the combined company, as well as the market price of Marvell Common Stock, may be affected by factors different from those currently affecting our results of operations and the market price of our Common Stock, including risks relating to Marvell’s business described in Marvell’s filings with the SEC. In addition, the issuance of a substantial number of shares of Marvell Common Stock in the Merger, and sales of those shares in the public market following the Merger, could depress the market price of Marvell Common Stock. Following the Merger, the rights of our former stockholders will be governed by Marvell’s certificate of incorporation, as amended in connection with the Merger, and bylaws, which differ in certain respects from our certificate of incorporation and bylaws.

As a result of the Merger, our current and prospective employees could experience uncertainty about their future with us or the combined company. As a result, key employees may depart because of issues relating to such uncertainty or a desire not to remain with Lumentum following the completion of the Merger.

As a result of the Merger, our current and prospective employees could experience uncertainty about their future with us or the combined company, or decide that they do not want to continue their employment with us or the combined company. As a result, key employees may depart because of issues relating to such uncertainty or a desire not to remain with Lumentum either prior to or following the completion of the Merger. Losses of officers, key employees or other employees could materially harm our business, results of operations and financial condition. Such adverse effects could also be exacerbated by a delay in the completion of the Merger for any reason, including delays associated with obtaining requisite regulatory approvals or the approval of our stockholders. We may also experience challenges in hiring new employees during the pendency of the Merger, or if the Merger Agreement is terminated, which could harm our ability to grow our business, execute on our business plans or enhance our operations. If the Merger is consummated, the combined company may be less attractive to current and prospective employees, which could harm the business and prospects of the combined company.

The Merger Agreement restricts the conduct of our business before the completion of the Merger.

The Merger Agreement requires us, subject to certain exceptions, to conduct our business in the ordinary course prior to the completion of the Merger and restricts us, without Marvell’s consent, from taking certain specified actions until the Merger is completed or the Merger Agreement is terminated. These restrictions may prevent us from pursuing business opportunities or strategies that arise prior to the completion of the Merger, including making acquisitions, investments or capital expenditures, disposing of assets, incurring indebtedness, issuing equity securities or entering into or amending certain material contracts, and may affect our ability to respond effectively to competitive pressures, industry developments and customer demand. If the Merger is not completed, these restrictions may also have placed us at a disadvantage relative to our competitors. These restrictions could adversely affect our business, financial condition and results of operations.

The Merger Agreement contains provisions that could discourage a potential competing acquirer.

The Merger Agreement contains “no-shop” provisions that, subject to limited exceptions, restrict our ability to solicit, initiate or knowingly encourage proposals for alternative transactions from third parties, to participate in discussions or negotiations with, or provide nonpublic information to, third parties in connection with any alternative transaction, or to enter into an agreement providing for an alternative transaction. In addition, our board of directors may change its recommendation that our stockholders adopt the Merger Agreement, and we may terminate the Merger Agreement to enter into a definitive agreement providing for a superior proposal, only in limited circumstances and subject to Marvell’s right to negotiate revisions to the terms of the Merger Agreement, and we may be required to pay Marvell a termination fee of $2.9 billion in certain of those circumstances. These provisions could discourage a third party that might have an interest in acquiring all or a significant part of our company from considering or proposing an alternative transaction, even if that party were prepared to pay consideration with a higher value than the Merger consideration, or could result in a potential acquirer proposing to pay a lower price than it would otherwise have proposed to pay.

Litigation relating to the Merger could prevent or delay the completion of the Merger or otherwise adversely affect our business.

Lawsuits are frequently brought against public companies and their boards of directors in connection with merger transactions, and we, our directors and Marvell may become subject to lawsuits relating to the Merger, including putative class action or derivative lawsuits, regardless of their merit. Such litigation could result in substantial costs, divert management’s attention and resources and, if a plaintiff were to obtain an injunction or other order preventing the completion of the Merger, could delay or prevent the completion of the Merger. An adverse outcome in any such litigation could also result in substantial damages or settlement costs. Litigation could also be brought in connection with any failure to complete the Merger.