8-KSecurities & Listing

Lumentum Holdings Inc. 8-K Report, Unregistered Securities Sale (Apr 8, 2026)

Filed April 8, 2026For Securities:LITE

Summary

Lumentum Holdings Inc. (LITE) announced on April 8, 2026, that it has entered into privately-negotiated exchange agreements to retire approximately $474.6 million in aggregate principal amount of its outstanding convertible senior notes, specifically the 0.50% Convertible Senior Notes due 2026 and the 1.50% Convertible Senior Notes due 2029. In exchange for these notes, the company will issue approximately 5.7 million shares of its common stock. This transaction is a debt-for-equity exchange and will not involve any cash proceeds to Lumentum. The exchange is expected to close around April 13, 2026. While this transaction will reduce the outstanding principal of the convertible notes, it will also result in incremental dilution to existing shareholders. Approximately 0.6 million shares of Common Stock are associated with the principal amounts exchanged, and a larger number (5.7 million total) will be issued to cover the principal and related conversion value. Following the transaction, a significant portion of both the 2026 and 2029 notes will still remain outstanding, with their original terms intact.

Key Highlights

  • 1Lumentum is exchanging approximately $474.6 million of its convertible senior notes (2026 and 2029 series) for its common stock.
  • 2The company will issue approximately 5.7 million shares of common stock in exchange for the notes.
  • 3This is a debt-for-equity transaction with no cash proceeds for Lumentum.
  • 4The exchange transactions are expected to close on or about April 13, 2026.
  • 5The issuance of shares will result in incremental dilution to existing shareholders, estimated at approximately 0.6 million shares related to principal amounts.
  • 6Significant principal amounts of both the 2026 and 2029 notes will remain outstanding after the exchange.
  • 7The shares are being issued through a private placement under Section 4(a)(2) of the Securities Act, offered to accredited investors or qualified institutional buyers.

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