Lumentum Holdings Inc. Form 8-K Filing

Lumentum Holdings Inc. has entered into privately-negotiated exchange agreements to exchange approximately $264.8 million of its 0.50% Convertible Senior Notes due 2026 and $209.8 million of its 1.50% Convertible Senior Notes due 2029 for an aggregate of approximately 5.7 million shares of the Company’s common stock. The exchange transactions are expected to close around April 13, 2026. Following the closing, approximately $63.1 million in aggregate principal amount of 2026 Notes and $84.5 million in aggregate principal amount of 2029 Notes will remain outstanding. The Company will not receive any cash proceeds from these transactions, which are being conducted as a private placement under Section 4(a)(2) of the Securities Act and Rule 144A, exempting the shares from registration requirements. These shares will be issued to accredited institutional investors or qualified institutional buyers.