MRVL: Material agreement

Item 1.01. Entry Into a Material Definitive Agreement. The Merger On November 1, 2026, Marvell Technology, Inc., a Delaware corporation (“ Marvell ”) entered into an Agreement and Plan of Merger (the “ Merger Agreement ”) with Lumentum Holdings Inc., a Delaware corporation (“ Lumentum ”), Java Merger Sub, Inc., a Delaware corporation and a wholly owned subsidiary of Marvell (“ Merger Sub I ”) and Java Merger Sub II, Inc., a Delaware corporation and a wholly owned subsidiary of Marvell (“ Merger Sub II ” and together with Merger Sub I, each a “ Merger Sub ” and collectively the “ Merger Subs ”). Upon the terms and subject to the conditions of the Merger Agreement, Merger Sub I will merge with and into Lumentum (the “ First Merger ”), with Lumentum continuing as the surviving corporation (the “ Surviving Corporation ”) and as a wholly owned subsidiary of Marvell, and promptly following the Effective Time (as defined below), the Surviving Corporation will merge with and into Merger Sub II (the “ Second Merger ” and, collectively or in seriatim with the First Merger, as applicable, the “ Merger ”), with Merger Sub II continuing as the surviving corporation of the Second Merger (the “ Second Surviving Corporation ”). The board of directors of Marvell (the “ Marvell Board ”) has unanimously: (i) approved and declared advisable the Merger Agreement and the transactions contemplated by the Merger Agreement, including the Merger, an amendment of Marvell’s Second Amended and Restated Certificate of Incorporation (the “ Charter ”) to increase the number of authorized shares of Marvell Common Stock thereunder (the “ Charter Amendment ”), the issuance of the shares of Marvell Common Stock and, if applicable, Marvell Series B Preferred Stock, in connection with the Merger (the “ Shar