Evidence record · As of Nov 3, 2026
Marvell and Lumentum: an all-stock merger agreement
- Agreement signed
- Closing pending
- Integration unproven
Marvell signed an agreement to merge with Lumentum. The agreement is not a completed deal: it needs stockholder votes and regulatory approvals first.
- Commitment type
- Agreement and Plan of Merger (stock-for-stock, two-step merger through two Marvell subsidiaries)
- Original announcement
- Nov 1, 2026. Marvell reports it entered into the Merger Agreement on Nov. 1, 2026. The 8-K was filed Nov. 2.
- Parties
- Marvell Technology, Inc. (MRVL): Acquirer
- Lumentum Holdings Inc. (LITE): Target
- Java Merger Sub, Inc. and Java Merger Sub II, Inc.: Marvell subsidiaries used to carry out the merger
What the documents say
What was committed
ConfirmedEach Lumentum common share converts into 4.500 Marvell common shares, with cash only in place of fractional shares. Lumentum Series A preferred converts on the same ratio, or the holder may elect a new Marvell Series B preferred.
Source: 8-K, filed Nov 2, 2026 →Approvals the filing says are required
ConfirmedAdoption by Lumentum stockholders. Approval by Marvell stockholders of the share issuance and a charter amendment. Expiry or end of the Hart-Scott-Rodino waiting period and "certain other required regulatory approvals." Effectiveness of a Form S-4. Nasdaq listing of the new shares.
Source: 8-K, filed Nov 2, 2026 →Which "other" regulatory approvals
Not establishedNot established. The 8-K does not name the agencies or countries.
Source: 8-K, filed Nov 2, 2026 →Outside Date (the date either side may walk away if the merger has not closed)
Confirmed11:59 p.m. Pacific on Nov. 1, 2027, which may be extended to Feb. 1, 2028, May 1, 2028 and Aug. 1, 2028, in each case under certain circumstances if required regulatory approvals have not been obtained.
Source: 8-K, filed Nov 2, 2026 →Expected closing
Company-reportedFirst half of calendar year 2028, subject to stockholder approvals, regulatory approvals and other customary conditions.
Source: 425, filed Nov 2, 2026 →How the expected closing sits against the Outside Date
InferredThe expected closing window starts after the base Outside Date of Nov. 1, 2027. If the companies' own timing holds, at least one extension would be needed. Neither document says this outright.
Source: 8-K, filed Nov 2, 2026 →Fees if the deal fails
ConfirmedMarvell owes Lumentum $5.8 billion in specified circumstances (such as a withdrawn board recommendation). Lumentum owes Marvell $2.9 billion in corresponding circumstances. Marvell owes Lumentum $3.2 billion if the deal ends over failed or denied regulatory clearance after all other conditions are met.
Source: 8-K, filed Nov 2, 2026 →Form S-4 (the joint proxy and prospectus) filed?
InferredNot yet. No S-4 appears in the Marvell or Lumentum EDGAR filing lists through Nov. 3, 2026. The 8-K says one will be filed "as promptly as reasonably practicable."
Source: 8-K, filed Nov 2, 2026 →Stockholder votes and regulatory decisions
Not establishedNot established. No meeting date has been set in the documents we read, and no regulatory decision has been filed.
Whether the combined company works as planned
Not establishedNot established. Nothing can prove it before closing.
Next milestone
Marvell and Lumentum file the joint Form S-4, which sets out the stockholder meetings.
Company-reportedNo date stated. The 8-K says "as promptly as reasonably practicable" after Nov. 1, 2026.
Primary documents
- Marvell 8-K, Item 1.01 (Entry into a Material Definitive Agreement)8-K · filed Nov 2, 2026 · accession 0001193125-26-442717
- Marvell Rule 425 filing carrying the merger agreement text (Outside Date clause)425 · filed Nov 2, 2026 · accession 0001193125-26-442728
- Marvell Rule 425 filing carrying the joint announcement (expected closing window)425 · filed Nov 2, 2026 · accession 0001193125-26-442723
- Lumentum 8-K (Items 1.01, 5.02, 7.01, 9.01), listed from EDGAR, not read in full for this record8-K · filed Nov 2, 2026 · accession 0001193125-26-442758
Update history
Newest first. Entries are added, never removed. If a claim above later proves wrong, this record says so here.
Nov 3, 2026 · checked
Checked the Marvell and Lumentum EDGAR lists. No Form S-4, no amended 8-K and no completion filing yet. Nothing has changed since Nov. 2.
Nov 2, 2026 · filed
Marvell files the 8-K under Item 1.01 and a series of Rule 425 communications. Lumentum files its own 8-K the same day.
8-K →Nov 1, 2026 · announced
Marvell, Lumentum and the two Marvell merger subsidiaries sign the Agreement and Plan of Merger.
8-K →