Lumentum Holdings Inc. 8-K

What Happened

• On March 2, 2026, Lumentum Holdings Inc. announced it completed a private placement of 2,876,415 shares of newly created Series A Convertible Preferred Stock to NVIDIA Corporation for $695.31 per share, for an aggregate cash purchase price of $2,000,000,000.
• The sale was done in a private transaction relying on the Section 4(a)(2) exemption from registration. Lumentum also filed a Certificate of Designation for the Series A Preferred with the Delaware Secretary of State and issued a joint press release with NVIDIA describing a strategic partnership to develop advanced optics technology.

Key Details

• Shares issued: 2,876,415 shares of Series A Convertible Preferred Stock.
• Price and proceeds: $695.31 per share; aggregate proceeds $2,000,000,000 (cash).
• Conversion: Each Series A share converts one-for-one into Lumentum common stock — conversion at holder’s option after expiration/termination of the Hart-Scott-Rodino (HSR) waiting period (or extension), or automatically immediately before a qualified sale.
• Rights: Dividends and voting are on an as-converted basis (Series A holders do not vote on director elections); no preemptive or redemption rights; Certificate cannot be amended adversely without majority consent of outstanding Series A shares.

Why It Matters

• This is a significant $2.0 billion capital infusion into Lumentum from a single strategic investor (NVIDIA), which can strengthen the company’s balance sheet and support development efforts described in the joint press release.
• If and when the Series A shares convert into common stock (one-for-one), existing common shareholders could face dilution equal to the converted shares; conversion timing is tied to HSR clearance or defined sale events.
• The deal gives NVIDIA preferred-equity exposure with as-converted voting and dividend parity, but the filing provides no guaranteed board seats or redemption rights. Investors should watch HSR review status, any future conversion or sale events, and further disclosures about use of the $2.0B.