Lumentum Holdings Inc. (LITE)

Business

From the Annual Report on Form 10-K for the fiscal year ended June 27, 2026 (SEC accession 0001628280-26-057358).

Lumentum designs and manufactures optical and photonic products, semiconductor laser chips, laser sub-assemblies, optical modules and transceivers, optical switching and wavelength management subsystems, and industrial lasers, and sells them to cloud and network service providers, AI infrastructure providers, and network equipment manufacturers. Its products carry data over fiber inside and between data centers and across access, metro, long-haul and submarine telecom networks; a smaller part of the portfolio serves industrial material processing and 3D sensing in consumer electronics. Net revenue in fiscal 2026 was $3,014.0 million, up 83.2% from $1,645.0 million in fiscal 2025, and the growth came overwhelmingly from AI and cloud data-center demand.

Beginning in the first quarter of fiscal 2026 the company reorganized and now reports as one operating segment, managed as a single integrated enterprise with the Chief Executive Officer as chief operating decision maker. Prior to fiscal 2026 it reported two segments, Cloud & Networking and Industrial Tech. Prior-period segment information was restated; consolidated results were unaffected.

Revenue is disaggregated two ways.

By product type. Components are building blocks a customer integrates into its own system, semiconductor laser chips, laser sub-assemblies, line subsystems, wavelength management systems. Systems are complete stand-alone products, optical modules, optical circuit switches, and industrial lasers including short-pulse solid-state and kilowatt-class fiber lasers.

Components were 66.5% of fiscal 2026 revenue, Systems 33.5%.

By region, assigned to where product is first shipped (often a contract manufacturer, not the customer's headquarters). Fiscal 2026: Americas $1,084.8 million (35.9%), of which United States $627.9 million and Mexico $443.7 million; Asia-Pacific $1,752.2 million (58.2%), of which Thailand $626.6 million, Hong Kong $519.3 million and China $284.8 million; EMEA $177.0 million (5.9%). Customers outside the United States, by shipping location, were 79.2% of revenue in fiscal 2026 (81.0% in fiscal 2025, 73.8% in fiscal 2024). Revenue is primarily denominated in U.S. dollars.

Customer concentration is high and rising. Two end customers each exceeded 10% of revenue in fiscal 2026: Customer A at 26.6% (15.4% in fiscal 2025) and Customer B at 15.0% (16.0%).

Strategic partnership with and investment by NVIDIA

On March 2, 2026 Lumentum completed the sale of 2,876,415 shares of Series A Convertible Preferred Stock to NVIDIA Corporation at $695.31 per share, for $2.0 billion in cash. The preferred converts one-for-one into common stock at the holder's option (subject to Hart-Scott-Rodino clearance) or automatically ahead of a qualified sale; it participates in dividends and votes with the common on an as-converted basis except on the election of directors, and carries no preemptive or redemption rights and no liquidation preference.

The joint press release accompanying that transaction (Current Report on Form 8-K, SEC accession 0001193125-26-085412, Exhibit 99.1) describes multi-year, non-exclusive strategic agreements that include an NVIDIA multi-billion-dollar purchase commitment and future capacity access rights for advanced laser components, with NVIDIA's $2 billion supporting R&D, capacity and the build-out of U.S.-based manufacturing in a new fab.

Footprint, history and capacity

Headquarters are in San Jose, California. The company owns and leases property in the United States and eleven other countries, roughly 3,100,000 square feet in total, of which about 2,136,000 square feet is owned, including 1,173,000 square feet of manufacturing in Thailand, 472,000 square feet of manufacturing and R&D in Japan, 183,000 square feet of manufacturing in the United Kingdom, 148,000 square feet in Greensboro, North Carolina, 124,000 square feet on the San Jose campus and 36,000 square feet in Slovenia. As of June 27, 2026 it employed approximately 13,757 full-time people, of whom about 11,916 were in manufacturing, 1,085 in R&D and 756 in SG&A; roughly 1% are covered by collective bargaining agreements in Slovenia and China.

Lumentum was incorporated in Delaware on February 10, 2015 as a subsidiary of JDS Uniphase and spun off in August 2015. Its portfolio was assembled largely by acquisition: Oclaro (2018), NeoPhotonics and IPG Photonics' telecom transmission product lines (2022), and Cloud Light Technology Limited (2023). During fiscal 2026 it bought a manufacturing facility in Greensboro, North Carolina (March 17, 2026, $38.0 million cash, see MD&A below) and sold two commercial buildings in San Jose.

Management's stated industry view: demand from AI and cloud customers has been outpacing supply, forcing supply-allocation decisions, and the company is adding capacity both internally and with contract manufacturers. Architecturally it frames the opportunity as scale-out (200G-per-lane components across the data-center network), scale-up (photonics and optical switches interconnecting GPUs and accelerators inside the compute fabric) and scale-across (data-center interconnect between sites).

Risk factors

Condensed from Item 1A of the fiscal 2026 Form 10-K (SEC accession 0001628280-26-057358).

Customer and supplier concentration. A small number of customers generate a large share of sales, and most customers have no contractual purchase commitment. Raw materials, packages and components come from a limited number of often small, specialized suppliers, some of them sole sources, with no long-term supply agreements in many cases; the company has advanced payments with some suppliers but no guaranteed supply. Loss of a critical source, defective or contaminated material, or an industry-wide demand spike could halt production.

Trade restrictions, tariffs and export controls. Throughout 2025 and 2026 the U.S. imposed tariffs affecting nearly all countries, ranging from 15% to stacked rates above 100% in some cases; many initially proposed measures were invalidated or expired and the landscape keeps shifting. Open U.S. investigations that could add tariffs include Section 232 proceedings on semiconductors and semiconductor manufacturing equipment (initiated April 14, 2025), on processed critical minerals and derivatives, and on robotics and industrial machinery, plus Section 301 proceedings on excess manufacturing capacity abroad. Outside the U.S., China's export controls on rare earth metals and other critical minerals have already affected Lumentum's access to materials, and China's restrictions on exports to Japan affected its global substrate supply chain. Tariffs on imported goods raise cost of sales and compress gross margin where they cannot be passed through.

Huawei. Following the August 2020 BIS rules, and after an internal review in 2023 concluded its products may be subject to the Export Administration Regulations, Lumentum stopped all shipments to Huawei, historically its largest networking customer in China, in early calendar 2024. Business with Huawei is now completely restricted, including future product development. The company filed voluntary self-disclosures with BIS, and in August 2024 received an administrative subpoena from BIS and a related subpoena from the Department of Justice regarding its Huawei business; both reviews are ongoing and it is cooperating. Penalties, loss of export privileges or debarment are possible outcomes. Huawei has sourced substitutes elsewhere, so the demand may never return even if restrictions ease.

Margin and mix volatility. Gross and operating margins vary with demand, product mix, price competition, currency, inflation, component and logistics costs, manufacturing or component availability, underutilized capacity from misforecast demand, and warranty issues. Management explicitly expects variability and possible downward pressure, noting that its markets carry high customer concentration, are price-sensitive and are undergoing product, architectural and business-model transitions driven by AI deployment.

Capacity, manufacturing and backlog. Results depend on scaling internal capacity and on contract manufacturers and suppliers meeting production, quality and delivery requirements; reliance on third parties means reduced control over schedules, dependence on their quality assurance, and exposure to cyber incidents at their sites. Backlog is not a reliable indicator of future revenue, and customer ordering behavior has been shifting with tariffs and macroeconomic conditions.

Macroeconomic and geopolitical exposure. The filing names inflation, credit and banking instability, trade wars, high interest rates, and armed conflict and geopolitical tension, including the Russia-Ukraine war, conflicts in the Middle East including the U.S.-Iran war, political and territorial conflicts in the Western Hemisphere, the Cambodia-Thailand conflict, and China-Taiwan relations, as conditions that have harmed and could again harm demand, pricing and inventory. Lumentum's largest manufacturing footprint is in Thailand.

Technology and competition. The markets require continuous innovation while controlling cost; optical communications products have commoditized over time and the end markets have consolidated. Failure to anticipate technological shifts, or intense price competition, could erode revenue, margin and share.

Indebtedness and dilution. Servicing current and future debt may limit operating flexibility, divert cash flow, increase vulnerability to downturns and restrict the ability to borrow. Transactions relating to the convertible notes may dilute existing stockholders or depress the stock price; the 2032 Capped Call Options may themselves affect the value of the common stock and carry counterparty risk.

Other named risks. Acquisition sourcing and integration; restructuring disruption; international tax structure and changes in tax law; foreign-currency fluctuation; future capital needs; cybersecurity incidents and product defects or vulnerabilities; business continuity at global facilities; period-to-period unpredictability of results; protection of intellectual property and IP litigation; reliance on licensed third-party technology; maintaining effective disclosure controls and internal control over financial reporting; owning real property; retaining key personnel and the effect of immigration policy; obtaining export authorizations; ESG and climate regulation and stakeholder expectations; stock-price volatility; no expected dividends; and Delaware-law and charter provisions plus an exclusive-forum bylaw that could deter a takeover or stockholder suit.

Legal and regulatory status as of June 27, 2026: ordinary-course claims only, with the accrual for expected litigation settlements not material; the BIS and DOJ matters above outstanding and of unpredictable outcome; and a $21.4 million unrecognized tax position reclassified to non-current liabilities as an indemnification liability tied to the Shenzhen asset sale.

Management's discussion and analysis, fiscal year 2026

From Item 7 of the fiscal 2026 Form 10-K (SEC accession 0001628280-26-057358).

Results of operations

The shape of fiscal 2026 is an operating business that inflected sharply upward inside a GAAP net loss created entirely by a non-cash financing charge.

Revenue rose $1,369.0 million, or 83.2%: Components up $889.3 million (79.7%) and Systems up $479.7 million (90.7%). Laser chip and laser assembly shipments accounted for 78% of the Components increase, supporting broad demand across intra-data-center, data-center-interconnect and long-haul applications, with a slight rise in laser-chip average selling prices as the market shifted to 200G lane speeds; the remaining ~22% came from higher volumes of data transport products (long-haul line subsystems and pump products for undersea installations). Within Systems, cloud transceiver revenue grew more than 173% on volume, partly offset by lower selling prices, and optical circuit switches contributed more than $90.0 million in their initial shipment phase.

Gross margin improved to 41.7% from 28.0%. Management attributes about 54% of the gross-margin dollar increase to lower manufacturing cost as a percentage of revenue (higher internal factory utilization), about 29% to mix shift toward higher-margin products, and the remaining 17% to lower amortization of acquired intangibles.

Operating expense grew far more slowly than revenue. R&D rose $52.6 million (17.3%), driven by a $23.2 million increase in cash incentive compensation (the fiscal 2025 annual incentive plan had been mostly equity-based), $19.9 million of new R&D programs and $14.4 million of payroll-related expense from equity-related taxes, offset by $4.5 million less stock-based compensation. SG&A rose only $15.0 million (4.3%): $20.2 million more cash incentive compensation, $16.0 million more payroll-related expense and a $7.7 million loss on the sale of two commercial buildings, offset by $9.5 million less intangible amortization, $5.1 million less stock-based compensation following fiscal 2025 equity-award modifications, $5.2 million less executive-transition cost and $3.2 million less bad-debt expense. Restructuring and related charges were $11.4 million, principally a reduction in force. Operating income therefore swung to $524.8 million (17.4% of revenue) from a $180.1 million loss.

Loss on debt extinguishment of $7,756.6 million is the single dominant line. In the fourth quarter of fiscal 2026 Lumentum entered privately negotiated exchanges with holders of its 2026, 2028 and 2029 convertible notes, issuing approximately 10.6 million common shares to retire about $264.8 million, $650.4 million and $209.7 million of principal respectively together with the conversion value above principal. The resulting charge is $7,755.1 million of conversion value in excess of principal amounts, $3.1 million of transaction costs and $2.9 million of unamortized issuance costs, offset by $2.9 million of forfeited interest and a $1.6 million negotiated exchange discount. It is non-cash, and substantially all of it was non-deductible for tax (about $4.4 million was deductible). This charge is why a year of $524.8 million operating income reports a $6,935.1 million net loss.

Other items. The Cloud Light escrow settlement produced $27.5 million of income: acquisition consideration had included $75.8 million held in escrow for indemnification, and in November 2025 Lumentum and the former Cloud Light shareholders settled outstanding indemnification claims for $27.5 million and released the balance, recorded in other income because the measurement period had expired. Other income, net rose $23.1 million on $25.8 million more interest and investment income from higher short-term balances (chiefly the $2.0 billion preferred proceeds), offset partly by $5.9 million of inducement expense on the partial repurchase of the 2026 Notes. Interest expense was roughly flat, down $0.4 million.

Taxes. The fiscal 2026 benefit of $237.7 million diverges from the 21% U.S. statutory rate mainly because of the non-deductible extinguishment loss and tax on U.S. inclusions from GILTI and Subpart F, partly offset by valuation-allowance releases. In the fourth quarter Lumentum released $236.3 million of valuation allowance on most of its U.S. federal and state deferred tax assets. The reasoning matters: on reported figures the company has a cumulative three-year U.S. loss, but that loss is driven by the $7,756.6 million extinguishment charge, so management built an objectively verifiable estimate of future taxable income from recent U.S. operating results excluding that charge, without it, the three-year position would have been cumulative U.S. income. Existing contracts and firm sales backlog were additional positive evidence. An $81.4 million valuation allowance remains against federal foreign tax credit and California R&D credit carryforwards. (For comparison, fiscal 2025 included a $153.1 million release on U.K. deferred tax assets.)

Acquisition

On March 17, 2026 Lumentum acquired a manufacturing facility in Greensboro, North Carolina for $38.0 million in cash, accounted for as a business combination: $39.5 million of property, plant and equipment acquired, a $9.9 million below-market contract liability assumed, and $8.4 million of goodwill attributed to the assembled workforce and to the strategic benefit of owning an operating fabrication facility to expand capacity. The transaction included a transitional supply agreement under which Lumentum manufactures wafers for the seller for about 15 months as an agent, with revenue recognized net; $2.3 million of the below-market liability was recognized in revenue in fiscal 2026 and $7.6 million remained. Acquisition costs were $0.4 million.

Liquidity, capital structure and cash flows

Cash and cash equivalents were $2,043.5 million at June 27, 2026 versus $520.7 million a year earlier, plus $694.9 million of short-term investments (all U.S.-held) versus $356.4 million. Cash held outside the United States was $417.9 million, mainly in the U.K., Japan, Hong Kong, China, Switzerland and Thailand; the intent is to reinvest most of it indefinitely. Total cash, cash equivalents and short-term investments were $2,738.4 million.

Cash rose $1,522.8 million on the year:

• Operating activities provided $751.4 million, reconciling the $6,935.1 million net loss against $7,978.5 million of non-cash items, less $292.0 million of working-capital use. Working capital absorbed cash through a $270.4 million rise in receivables on higher revenue, a $228.4 million inventory build for demand, and $96.2 million more prepayments and other assets (including $45.3 million of VAT receivables), offset by $221.6 million more accounts payable, $88.4 million more accrued payroll and $43.4 million more accrued expenses.
• Investing used $785.5 million: capital expenditures of $451.3 million, net purchases of short-term investments of $338.6 million and the $38.0 million acquisition, less $42.4 million of asset-sale proceeds.
• Financing provided $1,556.9 million: $1,999.7 million net from the Series A preferred, $1,254.7 million net from the 2032 Notes, $47.9 million of SMBC term loans and $17.1 million from employee stock plans; against $843.1 million to partially repurchase the 2026 Notes, $520.0 million for note conversions, $281.0 million of tax payments on net share settlement of restricted stock, $102.0 million for the 2032 capped calls, $14.0 million of term-loan principal and $2.4 million of revolver financing costs.

Debt totalled $1,637.4 million at June 27, 2026 ($1,596.9 million current) against $2,573.2 million a year earlier ($2,562.6 million non-current). Convertible notes fell to $1,544.6 million carrying value from $2,506.2 million. Principal activity across fiscal 2026: issuance of $1,265.0 million of 2032 Notes, $519.4 million of conversions settled in cash, $1,124.9 million of equitizations and $581.1 million of induced conversion, taking aggregate principal from $2,514.7 million to $1,554.3 million, 2026 Notes $54.8 million, 2028 Notes $179.6 million, 2029 Notes $54.9 million, 2032 Notes $1,265.0 million.

• 2032 Notes: issued September 8, 2025, $1,265.0 million of 0.375% convertible senior notes due March 15, 2032, $1,254.7 million net of $10.3 million issuance costs. Conversion price approximately $187.77 per share. Concurrently $843.1 million of proceeds repurchased $581.1 million of 2026 Notes (treated as an induced conversion: $256.9 million charged to additional paid-in capital, $5.9 million of inducement expense), and $102.0 million bought capped call options with an initial cap price of $268.24 per share.
• Conversion trigger. Because the stock closed at or above 130% of the applicable conversion price for 20 of the last 30 trading days of fiscal 2026, all series of notes are convertible at holders' option during the first quarter of fiscal 2027, and all outstanding notes are therefore classified current. Principal must be settled in cash; conversion value above principal may be settled in cash, shares or a combination at the company's election.
• Term loans (SMBC 2026 and 2029 at 0.88% and 1.44%, Mizuho at 0.90%) totalled $92.8 million.
• Revolver. On December 19, 2025 Lumentum entered a Credit Agreement for a $400.0 million senior secured revolving facility including a $23.0 million letter-of-credit sublimit; no borrowings were outstanding at June 27, 2026.

Other commitments and balance-sheet items: purchase obligations of $2.4 billion, generally expected to be fulfilled within a year; $67.2 million of unrecognized tax benefits in other non-current liabilities; expected fiscal 2027 pension contributions of $1.8 million against small net projected benefit obligations in Japan ($2.3 million), Thailand ($5.6 million) and Switzerland ($0.3 million); warranty reserve up to $24.7 million from $14.4 million on a $25.9 million provision. Total assets were $7,307.5 million and stockholders' equity $4,643.9 million, with additional paid-in capital at $12,430.1 million against a $7,796.3 million accumulated deficit, the arithmetic footprint of settling converts in stock. Shares outstanding grew to 88.6 million common plus 2.9 million preferred, from 69.8 million common. Approximately $635.9 million of unrestricted operating-account cash sat with financial institutions, a concentration the company flags. No dividends are expected, and there were no share repurchases in fiscal 2026. Internal control over financial reporting was assessed as effective at June 27, 2026, with an unqualified opinion from Deloitte & Touche LLP dated August 17, 2026.

Current quarter, fiscal fourth quarter 2026

From the results announcement furnished as Exhibit 99.1 to the Current Report on Form 8-K dated August 11, 2026 (SEC accession 0001628280-26-055726), with the annual figures confirmed in the fiscal 2026 Form 10-K.

Net revenue for the quarter ended June 27, 2026 was $1,006.3 million, up 24.5% sequentially from $808.4 million in the third quarter and up 109.3% from $480.7 million a year earlier, the company's first billion-dollar quarter. Components were $649.4 million (64.5% of revenue, up 102.7% year over year) and Systems $356.9 million (35.5%, up 122.6%).

The non-GAAP measures that follow, in the table, in the full-year figures and in the fiscal 2027 outlook, are stated on the basis defined in Exhibit 99.1. Two recurring items account for $83.6 million of the $89.5 million gap between the quarter's $279.3 million GAAP and $368.8 million non-GAAP income from operations: $50.1 million of stock-based compensation and related payroll taxes, and $33.5 million of amortization of acquired intangibles. The same two dominate the full-year operating reconciliation, at $191.3 million and $135.7 million. The rest of the quarter's operating adjustments are minor: $2.5 million of intangible assets written off; $2.4 million of restructuring and related charges; $0.5 million of integration-related costs; and $0.5 million of other charges. The remaining exclusions sit below the operating line, the loss on debt extinguishment discussed below, $2.2 million of foreign exchange losses, $0.8 million of non-cash interest expense and $361.1 million of non-GAAP income tax reconciling adjustments, or were nil in the quarter and carried by the full year or by fiscal 2025 instead: a $9.8 million acquisition-related warranty provision, a $27.5 million escrow settlement benefit, acquisition-related costs, inducement expense and a gain on sale of facility. Adjusted EBITDA is reconciled separately from GAAP net income (loss) and removes those items together with interest expense; other income, net; income taxes; and depreciation.

The GAAP quarterly loss is the $7,756.6 million non-cash extinguishment charge from the fourth-quarter equitization of convertible notes; on the company's non-GAAP basis the quarter earned $326.3 million. Adjusted EBITDA was $406.4 million for the quarter and $1,025.8 million for the year, against $98.7 million and $264.2 million respectively in fiscal 2025. Full-year non-GAAP net income was $782.3 million, or $8.67 per diluted share, versus $146.4 million and $2.06. Total cash, cash equivalents and short-term investments closed the quarter at $2.7 billion, down $433.9 million sequentially, cash used to settle note conversions, but up $1.9 billion for the year.

Management's framing, from President and CEO Michael Hurlston: AI compute workloads are pushing data-center architects toward optical links, and the growth drivers he identifies as still early are optical circuit switch solutions and the cloud module business, where 1.6T adoption is advancing. He cites rising demand for ultra-high-power co-packaged-optics lasers, an initial order for external laser source modules, and near-package optics engagements as evidence optics are beginning to penetrate in-rack connectivity and expand the addressable market.

Guidance for the first quarter of fiscal 2027: net revenue of $1.225 billion to $1.275 billion, non-GAAP operating margin of 39.5% to 40.5%, and non-GAAP diluted net income per share of $4.05 to $4.35. Management describes the $1.25 billion midpoint as reaching its target model more than a quarter ahead of schedule. No GAAP reconciliation of the outlook was provided; the company cites the volatility of items such as stock-based compensation, acquisition and integration costs and restructuring charges.

For reference, the preceding quarter as separately reported in the Quarterly Report on Form 10-Q for the period ended March 28, 2026 (SEC accession 0001628280-26-030777): revenue of $808.4 million with GAAP net income of $144.2 million, gross margin of 44.2% versus 28.8% a year earlier, two customers at 26% and 12% of revenue, cloud transceiver revenue up more than $137.0 million year over year and optical circuit switches contributing more than $25.0 million in the quarter.

Subsequent events

The fiscal 2026 Form 10-K contains no subsequent-events note in its notes to the consolidated financial statements, which end at Note 18. The post-year-end facts it and the company's other reports do disclose are the following.

• Convertible note conversions. As of August 14, 2026 Lumentum had received early conversion requests totalling $757.8 million aggregate principal amount of its notes. Principal will be settled in cash; conversion value above principal may be settled in cash, shares, or a combination, at the company's election. By comparison, $519.4 million of principal was settled in cash during fiscal 2026. No early conversion requests had been received on the 2032 Notes as of that date. Because the 130%-of-conversion-price test was met over the last 30 trading days of fiscal 2026, every series remains convertible at holders' option throughout the first quarter of fiscal 2027, and all outstanding notes are classified as current liabilities at June 27, 2026. (Reported in Item 7 and Note 10 of the fiscal 2026 Form 10-K, SEC accession 0001628280-26-057358.)
• Officer retirement. On July 27, 2026 Vincent Retort, Executive Vice President, Global Reliability & Quality, notified the company of his planned retirement effective in October 2026. He agreed to provide consulting services for a two-year term, during which his outstanding equity awards continue to vest on their existing schedules so long as he remains a service provider. (Current Report on Form 8-K dated July 27, 2026, SEC accession 0001628280-26-051078.)
• Fourth-quarter and full-year results release. Results for the quarter and year ended June 27, 2026, and first-quarter fiscal 2027 guidance, were reported on August 11, 2026 (SEC accession 0001628280-26-055726), ahead of the Form 10-K filing on August 17, 2026.
• Pension funding. The company expects to contribute $1.8 million to its defined benefit pension plans in fiscal 2027.
• Stockholders of record numbered 1,657 as of August 14, 2026.

No acquisition, divestiture, financing, borrowing or litigation outcome is disclosed as occurring after June 27, 2026. The transactions that reshaped the capital structure, the $1,265.0 million 2032 Notes in September 2025, the $2.0 billion NVIDIA preferred placement in March 2026, the $400.0 million revolver in December 2025, and the April and May 2026 note equitizations, all closed inside fiscal 2026 and are described above.

The most recent quarterly report, for the period ended March 28, 2026, carried a subsequent-event note covering only the April 7, 2026 exchange agreements: approximately 5.7 million common shares issued for roughly $474.6 million aggregate principal of 2026 and 2029 Notes plus the conversion value above principal, with no cash proceeds to the company and incremental dilution of about 0.6 million shares. Those exchanges closed in April 2026 and are reflected in the fiscal 2026 annual results.

Filings that contain financial statements

• 8-K, August 11, 2026 (accession 0001628280-26-055726), Exhibit 99.1 furnishes the fourth quarter and full fiscal year 2026 results (quarter and year ended June 27, 2026): condensed consolidated statements of operations, condensed consolidated balance sheets, and GAAP-to-non-GAAP reconciliations.
• 8-K, May 5, 2026 (accession 0001628280-26-030530), Exhibit 99.1 furnishes fiscal third quarter 2026 results (quarter ended March 28, 2026, nine months ended March 28, 2026): statements of operations, balance sheets, and reconciliations.
• 8-K, February 3, 2026 (accession 0001628280-26-005005), Exhibit 99.1 furnishes fiscal second quarter 2026 results (quarter ended December 27, 2025, six months ended December 27, 2025): statements of operations, balance sheets, and reconciliations.
• 8-K, November 4, 2025 (accession 0001628280-25-048860), Exhibit 99.1 furnishes fiscal first quarter 2026 results (quarter ended September 27, 2025): statements of operations, balance sheets, and reconciliations.
• 8-K, August 12, 2025 (accession 0001628280-25-039896), Exhibit 99.1 furnishes fourth quarter and full fiscal year 2025 results (quarter and year ended June 28, 2025): statements of operations, balance sheets, and reconciliations.

Earnings and guidance

• August 11, 2026 (8-K, 0001628280-26-055726): Lumentum reported fourth quarter and full fiscal year 2026 results (period ended June 27, 2026). Fiscal Q4 net revenue was $1.01 billion (up 109.3% year over year); non-GAAP operating margin was 36.6%. GAAP results showed a net loss of $7.2 billion for the quarter ($84.65 per diluted share), driven by a one-time, non-cash $7.8 billion loss on debt extinguishment from equitizing portions of the company's convertible notes during the quarter; non-GAAP net income was $326.3 million ($3.23 per diluted share). Full fiscal year 2026 net revenue was $3.01 billion (up 83.2% year over year), with a GAAP net loss of $6.9 billion for the same debt-extinguishment reason and non-GAAP net income of $782.3 million. The company guided first-quarter fiscal 2027 revenue to $1.225–$1.275 billion and non-GAAP diluted EPS of $4.05–$4.35.
• May 5, 2026 (8-K, 0001628280-26-030530): Fiscal third quarter 2026 results (quarter ended March 28, 2026): net revenue of $808.4 million (up 90.1% year over year), GAAP net income of $144.2 million ($1.50 per diluted share), non-GAAP net income of $225.7 million ($2.37 per diluted share). Management guided fourth-quarter fiscal 2026 revenue of $960 million–$1.01 billion and non-GAAP diluted EPS of $2.85–$3.05.
• February 3, 2026 (8-K, 0001628280-26-005005): Fiscal second quarter 2026 results (quarter ended December 27, 2025): net revenue of $665.5 million (up 65.5% year over year), GAAP net income of $78.2 million ($0.89 per diluted share), non-GAAP net income of $143.9 million ($1.67 per diluted share). Guidance for fiscal Q3 2026: revenue of $780–$830 million, non-GAAP diluted EPS of $2.15–$2.35.
• November 4, 2025 (8-K, 0001628280-25-048860): Fiscal first quarter 2026 results (quarter ended September 27, 2025): net revenue of $533.8 million (up 58.4% year over year), GAAP net income of $4.2 million ($0.05 per diluted share), non-GAAP net income of $86.4 million ($1.10 per diluted share). Guidance for fiscal Q2 2026: revenue of $630–$670 million, non-GAAP diluted EPS of $1.30–$1.50.
• August 12, 2025 (8-K, 0001628280-25-039896): Fourth quarter and full fiscal year 2025 results (quarter and year ended June 28, 2025): fiscal Q4 net revenue of $480.7 million (up 55.9% year over year), GAAP net income of $213.3 million; full fiscal year 2025 net revenue of $1.65 billion, GAAP net income of $25.9 million. Guidance for fiscal Q1 2026: revenue of $510–$540 million, non-GAAP diluted EPS of $0.95–$1.10.
• June 3, 2025 (8-K, 0001628280-25-029086): Lumentum raised its guidance for the quarter ending June 28, 2025 (fiscal Q4 2025), lifting the revenue range from $440–$470 million to $465–$475 million, non-GAAP operating margin from 13.0%–14.0% to 14.0%–15.0%, and non-GAAP diluted EPS from $0.70–$0.80 to $0.78–$0.85, citing continued strength in cloud/AI data center demand.

Capital markets and financing activity

• March 2, 2026 (8-K, 0001193125-26-085412): Lumentum completed the sale of 2,876,415 shares of newly created Series A Convertible Preferred Stock to NVIDIA Corporation for $695.31 per share, an aggregate $2.0 billion in cash, in a private placement. The preferred stock converts one-for-one into common stock (subject to HSR clearance for holder-initiated conversion) and votes with common stock on an as-converted basis. The same filing disclosed a joint press release with NVIDIA announcing a strategic partnership to develop optics technology alongside the investment.
• May 29, 2026 (8-K, 0001193125-26-249535): Lumentum entered privately negotiated exchange agreements to deliver approximately 5.0 million shares of common stock in exchange for approximately $650.4 million principal amount of its 0.50% Convertible Senior Notes due 2028, expected to close on or about June 4, 2026. After closing, approximately $172.2 million principal amount of these notes was expected to remain outstanding. The exchange closed as expected; the fiscal 2026 Form 10-K (accession 0001628280-26-057358) confirms the issuance of approximately 5.0 million shares for $650.4 million principal amount of the 2028 Notes.
• April 7, 2026 (8-K, 0001193125-26-146256): Lumentum entered privately negotiated exchange agreements to deliver approximately 5.7 million shares of common stock for approximately $264.8 million principal amount of its 0.50% Convertible Senior Notes due 2026 and approximately $209.8 million principal amount of its 1.50% Convertible Senior Notes due 2029, expected to close on or about April 13, 2026. The exchange closed as expected; the fiscal 2026 Form 10-K (accession 0001628280-26-057358) confirms the issuance of approximately 5.7 million shares for $264.8 million principal amount of the 2026 Notes and $209.7 million principal amount of the 2029 Notes. Together with the May 29, 2026 exchange above, these equitizations totaled $1,124.9 million of convertible notes and drove a $7,756.6 million loss on debt extinguishment recognized in fiscal 2026.
• December 19, 2025 (8-K, 0001193125-25-328691): Lumentum entered into a new $400.0 million senior secured revolving credit facility (including a $23.0 million letter-of-credit sublimit) with Wells Fargo Bank as administrative agent, maturing December 19, 2030. No amounts were drawn as of the agreement date. The facility carries a secured net leverage covenant of 3.25:1.00 (with a step-up allowance following a material acquisition) and an interest coverage covenant of at least 3.00:1.00.
• September 8, 2025 (8-K, 0001193125-25-198329): Lumentum issued $1.265 billion aggregate principal amount of 0.375% Convertible Senior Notes due 2032 (including the initial purchasers' exercised option for additional notes), generating approximately $1.25 billion in net proceeds. The company used approximately $843.8 million of proceeds to repurchase roughly $581.1 million principal amount of its 0.50% Convertible Senior Notes due 2026, and approximately $88.7 million to enter capped call transactions (initial cap price of $268.24 per share) intended to reduce potential dilution from the new notes; the fiscal 2026 Form 10-K subsequently reports the audited amounts for these same transactions as $843.1 million for the note repurchase and $102.0 million for the capped call options.

Board and management changes

• July 27, 2026 (8-K, 0001628280-26-051078): Vincent Retort, Executive Vice President, Global Reliability & Quality, informed the company of his planned retirement effective October 2026; he will provide consulting services for a two-year term afterward, with continued vesting of outstanding equity awards during that period.
• December 29, 2025 (8-K, 0001193125-26-002602): Chief Accounting Officer and SVP Finance Matthew Sepe announced his planned retirement; he will step down as CAO upon the later of February 6, 2026 or the filing of the December 27, 2025 quarter's Form 10-Q, with Eric Chang (recently joined as SVP, Finance) appointed to succeed him as CAO.
• December 15, 2025 (8-K, 0001628280-25-057025): The board appointed Thad Trent, Executive Vice President and CFO of ON Semiconductor, as a new director and Audit Committee member, effective immediately, expanding the board to nine members.
• November 19, 2025 (8-K, 0001628280-25-053795): At the 2025 annual meeting, stockholders elected all eight director nominees, approved (on an advisory basis) executive compensation, approved the 2025 Equity Incentive Plan, and ratified Deloitte & Touche LLP as the independent registered public accounting firm for fiscal year 2026.

Other items

• The Q2 FY26 earnings release (accession 0001628280-26-005005) disclosed that during the quarter Lumentum completed the escrow settlement process with the sellers under the Cloud Light merger agreement, resolving indemnification and working-capital (including warranty) adjustments for $27.5 million, closing out purchase-price adjustments for that previously completed acquisition.
• On March 17, 2026, Lumentum acquired a manufacturing facility in Greensboro, North Carolina for $38.0 million in cash from a third party, accounted for as a business combination under ASC 805: $39.5 million of property, plant and equipment acquired, a $9.9 million below-market contract liability assumed, and $8.4 million of goodwill. The parties also entered a roughly 15-month transitional wafer supply agreement. This transaction was disclosed in the fiscal 2026 Form 10-K (accession 0001628280-26-057358), not in an 8-K.

Not reflected in recent filings

• No 8-K was filed for a business combination in this period. The one business combination of fiscal 2026, the Greensboro, North Carolina manufacturing facility purchase described above, is disclosed only in the fiscal 2026 Form 10-K, not in an 8-K. The NVIDIA transaction described above was an equity private placement paired with a commercial strategic partnership, not a merger or acquisition.

About this file

LITE annual income statement, balance sheet and cash flow

Taken from the SEC filings and normalized to actual dollars.

LITE quarterly income statement, balance sheet and cash flow

Taken from the SEC filings and normalized to actual dollars.

LITE year-to-date income statement and cash flow

Taken from the SEC filings and normalized to actual dollars.

Adjustments

Prior year to date

Taken from the SEC filings and normalized to actual dollars.

Notes

• Every figure here is taken from the printed statements of five filings: the fiscal 2026 Form 10-K for the year ended June 27, 2026 (accession 0001628280-26-057358), the Form 10-Q for the quarter ended March 28, 2026 (accession 0001628280-26-030777), the fourth-quarter and full-year fiscal 2026 earnings release furnished as Exhibit 99.1 to a Form 8-K on August 11, 2026 (accession 0001628280-26-055726), and the first- and second-quarter fiscal 2026 earnings releases furnished as Exhibit 99.1 to Forms 8-K on November 4, 2025 (accession 0001628280-25-048860) and February 3, 2026 (accession 0001628280-26-005005). The SEC's XBRL company facts agree with the printed statements throughout.
• Lumentum uses a 52/53-week fiscal year ending on the Saturday nearest June 30. Fiscal 2026 ended June 27, 2026, fiscal 2025 ended June 28, 2025 and fiscal 2024 ended June 29, 2024; each was a 52-week year.
• Schema: the standard industrial/technology-hardware template (revenue, cost of revenue, gross profit, operating expenses, operating income, net income, per-share amounts and share counts; cash, debt, assets and equity; operating cash flow, capital expenditure and free cash flow). Lumentum reorganized in the first quarter of fiscal 2026 and is now managed as a single, integrated enterprise reporting one operating segment, having previously reported two (Cloud & Networking and Industrial Tech). Because there is no longer a segment split, revenue is disaggregated the two ways the company itself discloses: by type of product (Components and Systems) and by geography.
• The statements of operations deduct two separate lines above gross profit: 'Cost of sales' and 'Amortization of acquired developed intangibles'. Both are carried here, and 'total_cost_of_sales' is their sum, which is the figure gross profit is struck against. For fiscal 2026 that is $1,680.5 million plus $77.6 million, or $1,758.1 million, against net revenue of $3,014.0 million.
• Annual coverage follows what the 10-K puts on its face: three years of statements of operations and cash flows (fiscal 2026, 2025 and 2024) but balance sheets at only two dates (June 27, 2026 and June 28, 2025). Fiscal 2024 therefore carries an income statement and a cash flow statement and no balance sheet, because that balance sheet is not presented in this filing.
• Quarterly coverage: all four quarters of fiscal 2026 and all four of fiscal 2025 are shown. The third quarters of both years are printed in the 10-Q. The fourth quarters of both years are printed in the August 11, 2026 earnings release; every line of both columns ties exactly to the audited full year in the 10-K less the corresponding nine months in the 10-Q. The first quarters of both years are printed in the November 4, 2025 earnings release and the second quarters of both years in the February 3, 2026 earnings release. For each fiscal year the four quarterly net revenue figures sum exactly to the audited annual figure in the 10-K.
• The 10-Q presents cash flows only for the nine-month periods, never for a single quarter. Fourth-quarter operating cash flow and capital expenditure are therefore derived by subtraction: for fiscal 2026, operating cash flow of $751.4 million for the year less $388.4 million for the nine months gives $363.0 million, and capital expenditure of $451.3 million less $284.5 million gives $166.8 million. The same subtraction gives fiscal 2025's fourth quarter ($64.0 million of operating cash flow and $53.9 million of capital expenditure). No cash flow figures are reported for the first, second or third quarters of either year: the quarterly earnings releases present no cash flow statement, and no six-month cash flow column appears in any of these filings.
• Fiscal 2026's net loss of $6,935.1 million is not an operating result. Income from operations was a positive $524.8 million for the year, and the loss arises from a one-time, non-cash charge of $7,756.6 million on the extinguishment of debt, recognized in the fourth quarter when a portion of the convertible notes was equitized. The fourth quarter alone shows $279.3 million of income from operations against a $7,161.7 million net loss for the same reason. The year also includes a $27.5 million escrow settlement gain, recognized in the first nine months.
• Capital expenditure is carried as the cash flow statements print it, as a negative outflow, and free cash flow is operating cash flow plus that figure. Interest expense and the fiscal 2025 gain on sale of a facility are likewise carried with the sign the statements give them; the gain is presented as a reduction of operating expenses.
• Lumentum issued 2.9 million shares of Series A Convertible Preferred Stock during fiscal 2026 for net proceeds of $1,999.7 million. The 10-Q allocates income to those participating securities before striking basic per-share amounts and assumes their conversion in the diluted share count, so the interim periods carry both net income and net income available to common shareholders. The annual statements present per-share amounts on a common-and-preferred-assuming-conversion basis. Fiscal 2026 diluted per-share loss equals the basic figure because the loss makes potential shares antidilutive.
• Common shares issued and outstanding rose from 69.8 million at June 28, 2025 to 88.6 million at June 27, 2026, chiefly from 10.6 million shares issued in exchange for convertible notes, 6.0 million issued on note conversions and 2.4 million from vesting of restricted and performance stock units, less 0.8 million withheld for taxes. Total debt fell from $2,573.2 million to $1,637.4 million over the year while cash and short-term investments rose from $877.1 million to $2,738.4 million.
• Lumentum paid no dividends in any period presented, so no dividend line is carried.
• 'year_to_date' and 'prior_year_to_date' hold the nine-month periods the 10-Q presents (ended March 28, 2026 and March 29, 2025). They are shown because they are the basis on which the fourth-quarter figures above were confirmed. No separate trailing-twelve-month view is given: the period reported on here is the full fiscal year, so the trailing twelve months is fiscal 2026 itself.
• Every period shown was derived directly from the filings named above.

Uncertainties

• No cash flow statement figures are reported for the third quarter of fiscal 2026 or the third quarter of fiscal 2025. The 10-Q presents operating, investing and financing cash flows only for the nine months then ended, and isolating a single quarter would require a six-month column that is not in these filings.
• The first and second quarters of fiscal 2026 and fiscal 2025 come from the quarterly earnings releases furnished as Exhibit 99.1 to Forms 8-K on November 4, 2025 (accession 0001628280-25-048860) and February 3, 2026 (accession 0001628280-26-005005), not from the 10-K or the 10-Q, and those releases are unaudited. The 10-Q presents no discrete first- or second-quarter column. Neither release presents a cash flow statement, so no cash flow figures are carried for those quarters; each carries the income statement and the product-type revenue split the release prints. The four quarters of each fiscal year sum exactly to that year's audited net revenue in the 10-K ($533.8 million plus $665.5 million plus $808.4 million plus $1,006.3 million is $3,014.0 million for fiscal 2026; $336.9 million plus $402.2 million plus $425.2 million plus $480.7 million is $1,645.0 million for fiscal 2025).
• The fourth-quarter fiscal 2026 and fourth-quarter fiscal 2025 income statements come from the earnings release furnished on August 11, 2026, which is unaudited and preceded the 10-K by six days. Each line was checked against the audited full year less the nine months in the 10-Q and agreed exactly, so no revision between the release and the 10-K is reflected in these figures. The per-share amounts and weighted share counts for those two quarters (basic and diluted) appear only in the release; nothing in the 10-K or the 10-Q restates them.
• Fourth-quarter operating cash flow, capital expenditure and free cash flow for both fiscal 2026 and fiscal 2025 are derived by subtracting the nine-month column from the full year. They are not printed as such in any of these filings.
• No balance sheet is reported for fiscal 2024. This 10-K presents balance sheets only at June 27, 2026 and June 28, 2025.
• Because Lumentum reports a single operating segment from fiscal 2026, no segment profit or segment asset figures are available for any period; the product-type and geographic splits are revenue only.

Source filings

Company details

Fiscal period