Private Placement (Form 8-K)

On April 7, 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 2026 (the "2026 Notes") and 1.50% Convertible Senior Notes due 2029 (the "2029 Notes" and, together with the 2026 Notes, collectively, the "Notes"), pursuant to which the Company will deliver an aggregate of approximately 5.7 million shares of the Company's common stock, par value $0.001 per share (the "Common Stock") in exchange for approximately $264.8 million principal amount of the 2026 Notes, approximately $209.8 million principal amount of the 2029 Notes (the "Exchange Transactions") and related conversion value in excess of principal amounts thereof. The Exchange Transactions will result in incremental dilution of approximately 0.6 million shares of Common Stock related to the principal amounts.

The Exchange Transactions are expected to close on or about April 13, 2026. Following the closing of the Exchange Transactions (after taking into account early conversion requests that have been received, but not settled, prior to April 8, 2026), approximately $63.1 million in aggregate principal amount of 2026 Notes will remain outstanding and approximately $84.5 million in aggregate principal amount of 2029 Notes will remain outstanding, in each case, 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.