Lumentum Holdings Inc 8-K, filed Jun 1, 2026
Lumentum Holdings Inc. (LITE)
About this 8-K
Lumentum Holdings Inc filed this 8-K on June 1, 2026, reporting on events of May 29, 2026.
Items reported
- Item 3.02: Unregistered sale of equity
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
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| Item 3.02. | Unregistered Sales of Equity Securities. |
On May 29, 2026, Lumentum Holdings Inc. (the “Company”) entered into separate privately-negotiated exchange agreements (the “Exchange Agreements”) with certain holders of its outstanding 0.50% Convertible Senior Notes due 2028 (the “Notes”), pursuant to which the Company will deliver an aggregate of approximately 5.0 million shares of the Company’s common stock, par value $0.001 per share (the “Common Stock”) in exchange for approximately $650.4 million principal amount of the Notes (the “Exchange Transactions”) and related conversion value in excess of the principal amount thereof. The Exchange Transactions will result in incremental dilution of approximately 0.8 million shares of Common Stock related to the principal amount of the Notes.
The Exchange Transactions are expected to close on or about June 4, 2026. Following the closing of the Exchange Transactions (after taking into account early conversion requests that have been received, but not settled, prior to June 1, 2026), approximately $172.2 million in aggregate principal amount of Notes will remain outstanding with terms unchanged.
The Company will not receive any cash proceeds from the Exchange Transactions. In exchange for delivering the shares of Common Stock pursuant to the Exchange Transactions, the Company will receive and cancel the exchanged Notes.
The Exchange Transactions are being conducted as a private placement and the shares of Common Stock to be issued in the Exchange Transactions will be issued pursuant to the exemption from the registration requirements of the Securities Act afforded by Section 4(a)(2) of the Securities Act and were offered only to persons believed to be either (i) an institutional “accredited investor” within the meaning of Rule 501(a)(1), (2), (3) or (7) of Regulation D promulgated under the Securities Act or (ii) a “qualified institutional buyer” within the meaning of Rule 144A promulgated under the Securities Act. The Company is relying on this exemption from registration based on the representations made by the holders of the Notes participating in the Exchange Transactions.
Signature
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| LUMENTUM HOLDINGS INC. | ||||||
| By: | /s/ Wajid Ali | |||||
| Name: | Wajid Ali | |||||
| Title: | Executive Vice President and Chief Financial Officer | |||||
| June 1, 2026 | ||||||