← Lumentum Holdings Inc. (LITE)

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Published

## 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.