Lumentum Holdings (LITE) 10-K risk factor changes: FY2025 vs FY2024

- our ability to sell to a significant customer, as well as [added: higher] tariffs and other trade [removed: and export] restrictions between the U.S. and [removed: China;][added: other countries, including China and Thailand;]

- our strategic transactions and implementation strategy for our acquisitions, including the [removed: recently completed acquisition of] Cloud [removed: Light;][added: Light acquisition;]

- factors relating to our intellectual property rights as well as the intellectual property rights of others; [removed: and]

- changes in social and environmental responsibility regulations, policies and provisions, as well as [removed: customer and] [added: government, customer, business partner,] investor [added: or other stakeholder] demands

Additionally, instability in the global credit markets, the impact of uncertainty regarding inflation, [added: trade wars, and the effects of heightened, scheduled, or proposed tariffs,] banking instability, capital expenditure reductions, unemployment, stock market volatility, the instability in the geopolitical environment in many parts of the world (including as a result of the on-going Russia-Ukraine war, [removed: Israel-Hamas war,] [added: ongoing conflicts in the Middle East, the conflict between Cambodia] and [added: Thailand, and] China-Taiwan relations), the current economic challenges in China, including global economic ramifications of Chinese economic difficulties, and other disruptions may continue to put pressure on global economic conditions.

Adverse changes to and uncertainty in the global economy [removed: has] [added: have] affected industries in which our customers operate and [removed: has] [added: have] resulted in decreases in the rate of demand, consumption or use of certain of our customers’ products which, in turn, [removed: has] [added: have] resulted in, and may [removed: continue to result] in [added: the future result in,] decreased demand for our products, revenue fluctuations, increased price competition for our products, and increased the risk of excess and obsolete inventories as well as higher overhead costs as a percentage of revenue.

[removed: Additionally,] [added: For example,] customers who had built up large inventories when supply chains were tight [removed: are now bringing] [added: related to the COVID-19 pandemic brought] down inventories as supply constraints [removed: are easing] [added: eased] and in some cases these customers [removed: have] delayed projected [removed: shipments.][added: shipments, which harmed our revenue and profitability.]

[removed: These losses or delays of orders] [added: While conditions] have [removed: harmed our revenue and profitability] [added: continued to stabilize, in some respects, these conditions may recur in the future,] and [removed: future] [added: similar] losses or delays may [removed: further] harm our results of operations.

The impact of economic challenges on the global financial markets could [removed: further] negatively impact our operations by affecting the solvency of our customers, the solvency of our key suppliers or the ability of our customers to obtain credit to finance purchases of our products.

If global economic and market conditions, or economic conditions in key markets, remain uncertain or [removed: deteriorate further,] [added: deteriorate,] our prospects for growth may be negatively impacted, and we may experience [removed: material and] adverse impacts on our business, operating results, and financial condition.

We do not have a guarantee of supply from these suppliers [removed: and] [added: and,] as a result, there is no assurance that we would be able to secure the equipment or components that we require, in sufficient quantity, quality and on reasonable terms.

If we were to lose any one of these or other critical sources, or [added: if] there is as an industry-wide increase in demand for, or the discontinuation of, raw materials used in our products, it could be difficult for us, or we may be unable, to find an alternative supplier or raw material, in which case our operations could be adversely affected.

Furthermore, [removed: the COVID-19 pandemic and related] supply chain disruptions and labor market constraints have created heightened risk that sole suppliers or limited number of suppliers may be unable to meet their obligations to us.

Customer demand for our products may be impacted by weak economic conditions, inflation, stagflation, [added: trade wars, adverse changes in tariffs and trade policies,] recessionary or lower-growth environments, [removed: rising] [added: high] interest rates, tightening credit markets, equity market volatility or other negative economic factors in the U.S. or other countries.

For example, under these conditions or expectation of such conditions, our customers [removed: may cancel] [added: in the past have canceled] orders, [removed: delay] [added: delayed] purchasing decisions or [removed: reduce] [added: reduced] their use of our services.

In addition, [removed: these] [added: adverse] economic conditions [added: have in the past, and] could [added: in the future,] result in higher inventory levels and the possibility of resulting excess capacity charges from our contract manufacturers if we need to slow production to reduce inventory levels.

Thus, if [removed: the current] economic conditions [removed: continue to] deteriorate or experience a sustained period of weakness or slower growth, our business and financial results could be [removed: materially and] adversely affected.

In August 2020, the Bureau of Industry and Security of the U.S. Department of Commerce (“BIS”) issued final rules that further restricted access by Huawei Technologies Co. Ltd. [removed: (“Huawei”)] [added: and certain of its affiliates (collectively, “Huawei”)] to [removed: items] [added: U.S. technology, software and equipment] produced domestically and [removed: abroad from U.S. technology and software.][added: abroad.]

Further, even if [removed: there are products unaffected by the rule or for which] we are able to obtain an export [removed: license,] [added: authorization to sell certain products to] Huawei [added: in the future, Huawei] may not be able to source products from other suppliers due to the [removed: final rules,] [added: applicable export restrictions,] which could [added: then adversely] impact Huawei’s demand for our products.

We [removed: have] submitted voluntary [removed: disclosures] [added: self-disclosures] to BIS regarding certain product shipments we made to Huawei following the adoption of the final rules.

Under the current regulatory [removed: regime,] [added: policy and rules,] our business with Huawei [removed: has been significantly more limited than it was in the past, and] is now completely restricted.

We cannot be certain what additional actions the U.S. government may take with respect to Huawei or other entities in China or other [removed: countries, including additional changes to the Entity List restrictions, export regulations, tariffs or other trade restrictions.][added: countries.]

Any further [removed: limitation] [added: export or trade restrictions] that [removed: impedes] [added: impede] our ability to export or sell our products and services could [removed: materially] adversely affect our business, results of operations, financial condition and cash flows.

[removed: Consequently,] [added: As a result,] we stopped all of our product shipments to Huawei, [removed: our] historically [added: our] largest networking customer in [removed: China] [added: China,] in the beginning of calendar year 2024.

Disruptions in access to bank deposits or lending commitments due to bank failures could [removed: materially and] adversely affect our liquidity, our business and financial condition.

[removed: Even with our continued effort to mitigate counterparty risk by working with highly liquid, well capitalized counterparties, the] [added: The] failure of any bank [added: or financial institution] in which we deposit our funds [added: or assets] could reduce the amount of cash we have available for our operations or delay our ability to access such funds.

Further, customer behaviors have been changing as a result of worldwide macroeconomic factors, [added: including as a result of changes in the trade policies of the U.S. and its trading partners, such as the effects of heightened, scheduled or threatened tariffs, and] which has reduced demand and may continue to reduce demand for certain of our products and services.

- changing market, economic, and political conditions, including the impact of [removed: tariffs] [added: changes in the trade policies of the U.S. or its trading partners, heightened, scheduled or threatened tariffs, changes in the applicable trade restrictions, including for certain rare earth minerals, any retaliatory actions in response thereto,] and other trade restrictions, regulatory restrictions on imports or exports [removed: or efforts] to withdraw from or materially modify international trade agreements, or

Failure to sustain or improve our gross margins reduces our profitability and may [removed: materially and] adversely affect our business, financial condition and results of operations.

Due to increased demand across a range of industries, our business and customers’ businesses have experienced and [removed: could] [added: could, in the future,] experience supply constraints due to both constrained manufacturing capacity, as well as component parts shortages.

Ordering patterns may be difficult to predict and we have experienced and [removed: may continue to] [added: may, in the future,] experience negative impacts to our revenue and profitability as well as our ability to achieve our forecasts.

Any [removed: disruption in the supply of the raw materials, packaging] or [removed: components used in the manufacture and delivery] [added: all] of [removed: our products] [added: these factors] could have [removed: a material] [added: an] adverse impact on our business, financial [removed: condition] [added: condition,] and results of operations.

[removed: Limits on manufacturing availability or capacity] [added: Any disruption] or [removed: delays] [added: delay] in [removed: production] [added: the production, delivery] or [added: supply of the raw materials, packaging or components used in the manufacture and] delivery of [added: our products, including delays and limits associated with heightened, scheduled or threatened tariffs affecting our] components or raw [removed: materials] [added: materials, or limits on manufacturing availability or capacity,] could delay or inhibit our ability to [removed: obtain supply of components and] produce finished goods [removed: inventory, and there can be no assurance that the supply chain impacts will not reoccur in the future.][added: inventory.]

The markets in which we operate are dynamic and complex, and our success depends [removed: upon] [added: on] our ability to deliver both our current product offerings and new products and technologies on time and at acceptable prices to our customers.

If we fail to continue to develop enhanced or new products that enable us to increase revenues while maintaining consistent margins, or over time are unable to adjust our cost structure to continue to competitively price more mature products, our financial condition and results of operations could be [removed: materially and] adversely affected.

We have consistently relied on a small number of customers for a significant portion of our [removed: sales, and in certain of our markets, such as imaging and sensing and commercial lasers, this customer concentration is particularly acute.][added: sales.]

- adverse social, political and economic conditions, such as inflation, [removed: rising] [added: high] interest rates and risk of global or regional recession;

- impacts related to business disruptions and restrictions related to pandemics and endemics, [removed: such as COVID-19,] including supply chain disruptions and labor shortages and differential impacts in different regions and geographies;

- changes in or limitations imposed by trade protection laws or other regulatory orders or requirements in the United States or in other countries, including [added: changes in the trade policies of the U.S. and its trading partners, heightened, scheduled, or threatened] tariffs, sanctions, or other costs or requirements which may affect our ability to import or export our products from various countries or increase the cost to do so, including government action to restrict our ability to sell to foreign customers where sales of products may require export licenses (See Risk Factor entitled “Our ability to sell our products to a significant customer has been restricted”); the restrictions in China on the export of gallium and [removed: germanium;] [added: germanium] and [removed: increased tariffs on various products that have been proposed] [added: other rare earth metals] and [removed: implemented by the U.S. government] [added: critical minerals;] and other [removed: non-U.S.] [added: retaliatory responses in the trade policies of the U.S. or foreign] governments;

For example, sanctions on sales to certain parties of U.S. semiconductors and semiconductor equipment has caused a delay in 5G deployment in China while the affected [removed: companies seek alternative solutions, which has reduced the demand for our products from some of our Chinese]

- unfavorable economic and market conditions, including the impact of trade restrictions or regulations, including tariffs, duties and export controls;

- headwinds caused by heightened, scheduled, or threatened tariffs imposed by the U.S. or other countries;

- the failure or absence of business continuity plans with respect to our global facilities and operations;

- actions taken by authorized or unauthorized resellers or distributors that adversely affect our reputation or violate import or export regulations;

Throughout 2025, the U.S. imposed a series of tariffs on imported goods.

While these tariffs are positioned to have the most significant impacts on goods originating from China, nearly all countries worldwide are impacted at levels ranging from 15% to stacked tariffs in excess of 100% in some cases.

The tariff landscape continues to evolve daily and, as a result, the full impact of these tariff measures on our business is uncertain.

In addition to the geographic tariffs, U.S. government investigations are currently underway that may result in new tariffs on certain products, including semiconductors, computers, and other products derivative of critical minerals.

Outside of the U.S., retaliatory measures from various countries also have in the past, and may in the future, adversely impact business operations.

Such measures include tariffs on imports from the U.S. into countries such as China, as well as export control measures.

For example, China imposed new export control measures affecting exports of rare earth metals and other critical minerals, limiting our ability to access these materials.

Additional changes to the trade policies of the U.S. and China are impossible to predict, and further changes or escalations in the trade policies of one or both countries may continue to affect our business.

We are also subject to risk from increasing or fluctuating market prices of certain raw materials, which are incorporated into our end products or used by our suppliers to manufacture our end products.

Supplies for such raw materials have from time to time become restricted, or general market factors and conditions have in the past affected and may in the future affect pricing of such commodities (including, in particular, due to changes in applicable tariffs, inflation, trade restrictions, or other supply chain constraints).

For example, China’s recent export controls affected the availability and price of rare earth metals and other critical minerals for us as well as our supply chain and customers, adversely affecting our operations, margins and sales.

All U.S. companies are dependent on the ability to obtain export authorizations to sell to Huawei.

Until such export authorizations are available or the export restrictions are lifted, we are limited in our ability to sell our products, which could negatively impact our business, financial condition and operating results.

Based on internal review conducted in 2023, we determined that our products may be “subject to the EAR” and consequently restricted for export, reexport, and transfer to Huawei.

In August 2024, we received an administrative subpoena from BIS requesting the production of records in connection with our business with Huawei.

We also received a related subpoena from the U.S. Department of Justice (“DOJ”) that also requested information regarding our business with Huawei.

We have been and will continue to cooperate with BIS and DOJ in responding to the subpoenas and their ongoing reviews.

Any failure or alleged failure to comply with export controls laws and policies could have negative consequences, including significant legal costs, penalties, denial of export privileges and debarment from participation in U.S. government contracts, any of which could have an adverse effect on our operations, reputation and financial condition.

In addition to being unable to supply any products to Huawei, we are also currently unable to work with Huawei on future product developments, or confer any benefit to Huawei, and expect this to continue while Huawei remains subject to the export control restrictions.

This cessation of all business activities with Huawei has negatively impacted our revenue from Huawei and has negatively impacted our financial condition and results of operations.

We are unable to predict the duration and scope of the restrictions enacted in May 2019 and thereafter.

Other customers, such as FiberHome Technologies Group, are also subject to export control restriction since May 2020, and BIS may continue to expand restrictions to other cutomers or otherwise restrict our ability to ship products.

- the impact of inflation on costs and on demand for our products;

These challenges have resulted in extended lead-times to our customers or accelerated ordering for certain of our products that resulted in inventory backlog that was subsequently managed down, resulting in reduced ordering.

If we do not anticipate technological shifts, market needs and opportunities, we may not be able to compete effectively and our ability to generate revenues will suffer.

If we are unable to anticipate future technological shifts, market needs, requirements or opportunities, or fail to develop and introduce new products, product enhancements, or business strategies to meet those requirements or opportunities in a timely manner or at all, it could cause us to lose customers, substantially decrease or delay market acceptance and sales of our products and services, and significantly harm our business, financial condition, and results of operations.

In addition, if we invest in developing products for a market that does not develop, it could significantly harm our business, financial condition, and results of operations.

Even if we are able to anticipate, develop, and commercially introduce new products, enhancements or business strategies, any such products, enhancements or business strategies may not achieve market acceptance.

In addition, the markets in which our customers compete experience rapid changes in technology, customer requirements, competitive products, and industry standards, which may impact the demand for our products or products that we are developing.

For example, markets driven by AI/ML technology are changing rapidly and therefore, the demand for our products

that address these markets may change and is difficult to predict.

companies seek alternative solutions, which has reduced the demand for our products from some of our Chinese customers;

Many countries, including European Union member states have adopted or are considering adopting legislation to enact these proposals.

In addition, the U.S. has withdrawn support for Pillar Two and proposed a side-by-side solution under which U.S.-parented groups, such as ours, would be exempt from certain provisions of Pillar Two, which has been principally agreed to by The Group of Seven (“G7”) countries.

On July 4, 2025, H.R.1, the One Big Beautiful Bill Act (“OBBBA”), was signed into law which contains a broad range of provisions affecting businesses including permanent extension of certain expiring provisions of the Tax Cuts and Jobs Act, modifications to the international tax framework and the restoration of favorable tax treatment for certain business provisions.

Many of the provisions are generally not applicable to us until fiscal year 2026.

- unfavorable economic and market conditions;

We are dependent upon our ability to obtain export licenses or use exceptions to export license requirements, from U.S. and other foreign regulatory agencies.

In certain cases, the exceptions are technical and fact specific and may be open to interpretation.

There is no assurance that we will be issued these licenses or be able to make use of these exceptions, and failure to obtain such licenses or exceptions could limit our ability to sell our products into certain countries and negatively impact our business, financial condition and operating results.

While we have received requests for additional information in this matter, we have not yet received any determinations from BIS.

In the event that we are found to have violated the EAR, even inadvertently, we may be subject to significant monetary and non-monetary penalties, criminal proceedings or a denial of export privileges.

For example, we are currently unable to supply any products and may be limited or unable to work with Huawei on future product developments while Huawei remains on the Entity List, which has negatively impacted our revenue from Huawei and has negatively impacted our financial condition and results of operations.

We are unable to predict the duration and scope of the restrictions enacted in May 2019 and thereafter, including the restrictions on Huawei’s access to foreign-made chips made using U.S. technology which could have a long-term adverse effect on our business.

The U.S. government also added other customers of ours to the Entity List, such as FiberHome Technologies Group in May 2020, and may continue to do so or otherwise restrict our ability to ship products which may harm our business, financial condition and results of operations.

BIS has continued to add other China-based technology companies to the Entity List, including those tied to super computing and artificial intelligence, further expanding the scope of companies subject to trade and export restrictions.

In addition, various other U.S. agencies have implemented and are considering additional changes to regulations to increase controls over advanced computing chips/computers and related technologies.

We also manufactured customized products for Huawei, and therefore have been unable to sell certain finished goods inventory to alternative customers or may be unable to utilize such manufacturing capabilities for products for alternative customers.

In addition, we sold various non-customized products to Huawei in which Huawei represents a significant portion of the related products’ demand.

We have taken charges for common components which became excess as a result of the inability to sell to Huawei.

Additional charges may also occur with respect to customized products that we manufacture for other customers in the event that such customers were to be added to the Entity List or otherwise if our ability to sell to such

customers were restricted.

We believe this trade and export uncertainty has caused and may in the future cause delays or cancellations, which could adversely affect our business, financial conditions and operating results.

For example, in December 2023, we were notified by certain critical IC suppliers that service the industry broadly that their products do not comply with the latest export regulations.

We expect the export restrictions related to Huawei will continue, and we may be subject to additional export restrictions that may adversely impact our business.

As customer buying patterns normalize, order growth moderates, and supply chain conditions improve, we expect our backlog to reduce to a level generally in line with historical levels.

- inflation;

These challenges have resulted in extended lead-times to our customers and have had a negative impact on our ability to recognize associated revenue and have resulted in and may continue to result in an increase in accelerated ordering for certain of our products.

As a result of accelerated ordering, our customers have had inventory backlog that they are now managing down, resulting in reduced ordering as compared to recent levels.

We continue to work with our suppliers to ensure that we are able to continue manufacturing and distributing our products, and in the quantities requested by our customers.

Additionally, increased inventory at our customers has impacted our revenue, as our customers have decided to lower their inventory levels and these impacts are expected to continue in the near term and in future periods.

customers;

is expensive and time consuming.

We may

Since the beginning of 2018, there has been rhetoric, in some cases coupled with legislative or executive action, from several U.S. and foreign leaders regarding instituting tariffs against foreign imports of certain materials.

More specifically, since 2018, the United States and China applied or proposed to apply tariffs to certain of each other’s exports, and we expect these actions to continue for the foreseeable future.

For example, the Chinese government adopted a law that would restrict purchases from suppliers deemed to be “unreliable suppliers”.

products to customers located in China or other customers selling to Chinese end users or increase the cost for our products, which would directly impact our business and results of operations.

Increasingly, countries around the world are actively considering or have enacted changes in relevant tax, accounting and other laws, regulations and interpretations.

In August 2022, President Biden signed into law the Inflation Reduction Act of 2022 (the “IRA”) and the CHIPS and Science Act of 2022.

These laws introduce new tax provisions and provide for various incentives and tax credits.

The IRA applies to tax years beginning after December 31, 2022 and introduces a 15% corporate alternative minimum tax and a 1% excise tax on certain stock repurchases made by publicly traded U.S. corporations.

While we are not currently expecting a material impact to our provision for income taxes by the 15% corporate alternative minimum tax under the IRA, it could materially affect our financial results, including our earnings and cash flow, if we become subject to this tax in the future.

Many countries have made changes to their tax laws to adopt certain parts of the OECD’s proposals.

To the extent legislation has been enacted, Pillar Two will be effective for us in fiscal 2025.

Our subsidiary in Thailand has been granted certain tax holidays by the Thailand government.

[removed: We are an industry-leading provider of optical and photonic] [added: Our] products [removed: defined by revenue and market share,] [added: are] essential to [added: a] range of cloud, artificial intelligence and machine learning (“AI/ML”), telecommunications, consumer, and industrial end-market applications.

Lumentum’s products and technology enable the scaling of [removed: cloud data centers and communications] [added: these optical] networks and [added: data centers] to higher capacities.

[removed: The advent of] AI/ML has caused a dramatic surge in the growing demands on data networking in cloud data centers and accelerated the usage of optical components and modules.

Virtual meetings, video calls, and hybrid in-person and virtual environments for work and other aspects of life will continue to drive strong needs for bandwidth growth and present dynamic new challenges that our [removed: technology addresses.][added: technologies address.]

Over many years, we have developed close relationships with [removed: market leading] [added: market-leading] customers.

We seek to use our core optical and photonic [removed: technology] [added: technologies] and our volume manufacturing capability to expand into attractive emerging markets that benefit from advantages that optical or photonics-based solutions provide.

[removed: Our new operating segments are] [added: We have two reportable segments,] Cloud & Networking and Industrial Tech.

The two operating segments were primarily determined based on how [removed: the CODM] [added: our Chief Operating Decision Maker (“CODM”)] views and evaluates our operations.

Additionally, we do not allocate [removed: corporate marketing and strategic] [added: certain] marketing [removed: expenses] and general and administrative expenses, as these expenses are not directly attributable to our operating segments.

[removed: Our] [added: Additionally, our] Cloud & Networking products [removed: also support network equipment manufacturers building] [added: serve] enterprise network [removed: infrastructure,] [added: infrastructure needs,] including [removed: storage-area] [added: storage area] networks (“SANs”), [removed: local-area] [added: local area] networks [removed: (“LANs”)] [added: (“LANs”),] and [removed: wide-area] [added: wide area] networks (“WANs”).

Demand for our [removed: Cloud & Networking] products is [removed: driven] [added: fueled] by the [removed: continual growth in] [added: ongoing expansion of] network capacity required [removed: for] [added: to support] cloud [removed: computing] and services, [removed: including for AI/ML,] [added: AI/ML processing,] streaming [removed: video and] [added: video,] video conferencing, wireless and mobile [removed: devices,] [added: connectivity,] and [added: the] internet of things (“IoT”).

Our Industrial Tech products include [added: short-pulse] solid-state lasers, kilowatt-class fiber lasers, [removed: ultrafast lasers,] diode lasers, and gas lasers, [removed: which address applications in numerous end-markets.][added: serving a wide range of end-markets applications.]

In the consumer [removed: end-market,] [added: market,] our laser light sources are integrated into [removed: our] customers’ 3D sensing cameras, [removed: which are] [added: primarily] used in mobile [removed: devices, payment kiosks, and other consumer electronics devices to enable applications including biometric identification, computational photography and virtual and augmented reality.][added: devices.]

In the industrial manufacturing [removed: end-market,] [added: market,] our lasers are [removed: incorporated into our customers’ manufacturing] [added: embedded in] machine tools used for [removed: the] precision [added: material] processing [removed: of materials in a range of industries] [added: across diverse industries,] including semiconductor [removed: device] and microelectronics fabrication, electric vehicle and battery production, metal cutting and welding, and advanced manufacturing.

Adoption of our [added: Industrial Tech] products [removed: in the industrial end-market] is driven by the [removed: needs of customers] [added: need] to advance semiconductor and microelectronics [removed: industry roadmaps,] [added: technology roadmaps] and by Industry [removed: 4.0/5.0 trends, including increasing manufacturing precision and flexibility] [added: 4.0] and [removed: reducing waste] [added: 5.0 trends that emphasize greater manufacturing precision, flexibility,] and [removed: environmental impact.][added: sustainability.]

[removed: The] [added: This] acquisition [removed: enables] [added: enabled] us to be well-positioned to serve the growing needs of cloud & networking customers, particularly those focused on optimizing their data center infrastructure for the demands of AI/ML.

Our business and our customers’ businesses [removed: have been] [added: were] negatively impacted by worldwide logistics and supply chain [removed: issues,] [added: issues during and following the COVID-19 pandemic,] including constraints on available cargo capabilities and limited availability of once broadly available supplies of both raw materials and finished components.

[removed: Due] [added: From time] to [added: time, we experience shortages of] the [removed: global supply chain constraints,] [added: types of components] we [added: and our customers require in our products, and we have] had to incur incremental supply and procurement costs in order to increase our ability to fulfill demands from our customers.

We believe that the estimates, judgments and assumptions [removed: upon] [added: on] which we rely are reasonable based [removed: upon] [added: on] information available to us at the time that we make these estimates, judgments and assumptions.

Our estimates of forecasted demand are based [removed: upon] [added: on] our analysis and assumptions including, but not limited to, expected product lifecycles, product development plans and historical usage by product.

However, in some instances depending [removed: upon] [added: on] the product, specific market, product line and geography in which we operate, and what is common in the industry, our warranties can vary and range from six months to five years.

*Shipping and Handling [removed: Costs*][added: Costs and Tariffs*]

We record shipping and handling costs [added: and tariffs] related to revenue transactions within cost of sales as a period cost.

The following table reflects the changes in contract balances as of June [removed: 29, 2024] [added: 28, 2025] (*in millions, except percentages*):

| Contract balances | | | Balance sheet location | | | June [removed: 29, 2024] [added: 28, 2025] | | | | | | [removed: July 1, 2023] [added: June 29, 2024] | | | | | | Change | | | | | | Percentage Change | | |

| Accounts receivable, net | | | Accounts receivable, net | | | $ | [removed: 194.7] [added: 250.0] | | | | | $ | [removed: 246.1] [added: 194.7] | | | | | $ | [removed: (51.4)] [added: 55.3] | | | | | [removed: (20.9)] [added: 28.4] | | % |

| Deferred revenue and customer deposits | | | Other current liabilities | | | $ | [removed: 0.6] [added: 0.7] | | | | | $ | [removed: 2.1] [added: 0.6] | | | | | $ | [removed: (1.5)] [added: 0.1] | | | | | [removed: (71.4)] [added: 16.7] | | % |

Our income tax provision is highly dependent [removed: upon] [added: on] the geographic distribution of our worldwide earnings or losses, tax laws and regulations in various jurisdictions, tax incentives, the availability of tax credits and loss carryforwards, and the effectiveness of our tax planning strategies.

Our estimates of fair value are based [removed: upon] [added: on] assumptions using the best information available.

Any change in facts and circumstances that existed as of the acquisition date and impacts to our preliminary estimates [removed: is] [added: are] recorded to goodwill if identified within the measurement period.

We make judgments about the recoverability of purchased [removed: finite lived] [added: finite-lived] intangible assets whenever events or changes in circumstances indicate that impairment may exist.

In such situations, we are required to evaluate whether the net book values of our [removed: finite lived] [added: finite-lived] intangible assets are recoverable.

We determine whether [removed: finite lived] [added: finite-lived] intangible assets are recoverable based [removed: upon] [added: on] the forecasted future cash flows that are expected to be generated by the lowest level associated asset grouping.

| | | | June [removed: 29, 2024] [added: 28, 2025] | | | | | | [removed: July 1, 2023] [added: June 29, 2024] | | | | | | July [removed: 2, 2022] [added: 1, 2023] | | |

| Cloud & Networking | | | [removed: 79.8] [added: 85.8] | | % | | | | [removed: 74.8] [added: 79.8] | | % | | | | [removed: 58.9] [added: 74.8] | | % |

| Industrial Tech | | | [removed: 20.2] [added: 14.2] | | | | | | [removed: 25.2] [added: 20.2] | | | | | | [removed: 41.1] [added: 25.2] | | |

| Cost of sales | | | [removed: 75.3] [added: 67.0] | | | | | | [removed: 63.0] [added: 75.3] | | | | | | [removed: 50.3] [added: 63.0] | | |

| Amortization of acquired developed intangibles | | | [removed: 6.2] [added: 5.0] | | | | | | [removed: 4.8] [added: 6.2] | | | | | | [removed: 3.7] [added: 4.8] | | |

| Gross profit | | | [removed: 18.5] [added: 28.0] | | | | | | [removed: 32.2] [added: 18.5] | | | | | | [removed: 46.0] [added: 32.2] | | |

| Research and development | | | [removed: 22.2] [added: 18.5] | | | | | | [removed: 17.4] [added: 22.2] | | | | | | [removed: 12.9] [added: 17.4] | | |

We are a leading provider of optical and photonic products and are recognized as an industry leader based on revenue and market share.

Our CODM allocates resources to the segments based on their business prospects, competitive factors, segment net revenue and segment profit.

Our Cloud & Networking products comprise a comprehensive portfolio of optical and photonic chips, components, modules, and subsystems supplied to cloud data center operators, AI/ML infrastructure providers, and network equipment manufacturer customers who are building cloud data center and network infrastructures.

Our products enable high-capacity optical links for cloud computing, AI/ML workloads, and data center interconnect (“DCI”) applications, as well as for communications service provider networks.

Our offerings support access (local), metro (intracity), long-haul (intercity and global), and submarine (undersea) network infrastructure.

Supply Chain and Inventory Management

Our supply chain is complex, and we need to manage supply of certain components required to build our products while confronted with fluctuating demand from our customers.

In addition, through fiscal year 2024, we experienced significant fluctuations in demand as customers delayed projected shipments or built up inventory in response to supply shortages and then brought down inventories as supply chain constraints eased.

Our revenue fluctuated in response to these changes in demand and our margins were adversely impacted as we were not been able to fully recover costs, such as underutilized manufacturing capacity.

However, during fiscal year 2025, network equipment manufacturers continued to normalize inventory levels and we saw increasing demand from AI and cloud customers as they continue to expand their data centers.

Due to worldwide operations, we and our customers are also subject to risks relating to the global trade environment.

The Company is actively monitoring and assessing the global trade environment, particularly with respect to recent changes and proposed changes in tariff regulations and trade restrictions.

The ongoing uncertainty surrounding trading policies, including the potential for additional tariffs, restrictions related to our customers and retaliatory measures by non-U.S. governments, continues to create a volatile environment that could disrupt our operations.

The imposition of tariffs on certain imported goods and materials and export controls on critical components may increase our costs and place upward pressure on the cost of goods sold, which, in turn, may reduce our gross margins if we are unable to pass these costs onto customers through price increases.

If these tariff-related cost increases persist or escalate, our financial results could be adversely affected, including lower profitability.

Additionally, changes in the global trade landscape could result in reduced market competitiveness and a slowdown in consumer demand as well as disruptions to our supply chain, including longer lead times, higher shipping costs, or limited availability of key inputs.

This may constrain our ability to meet customer demand in a timely manner, potentially affecting our revenue growth and operational efficiency.

The impact of tariffs on our business is hard to predict, as it is dependent on negotiations with customers and suppliers and other mitigation efforts and potential further changes in global trade policies, including higher tariffs or trade restrictions in the U.S. or other countries.

Amounts billed to the customer for shipping and handling costs, including tariff charges, is recorded as revenue when the relevant product is recognized as revenue.

*This section of this Form 10-K generally discusses fiscal year 2025 compared to fiscal year 2024.

The comparison of the fiscal year 2024 results with the fiscal year 2023 results that are not included in this Form 10-K can be found in the “Management’s Discussion and Analysis Results of Operations” section in the Company’s fiscal year 2024 Annual Report within Part II, Item 7 of Form 10-K, filed on August 21, 2024.*

| Gain on sale of facility | | | (2.1) | | | | | | — | | | | | | — | | |

| Gain on sale of facility | | | $ | (34.9) | | | | | $ | — | | | | | $ | (34.9) | | | | | — | | % | | | | $ | — | | | | | $ | — | | | | | $ | — | | | | | n/a | | |

| Percentage of net revenue | | | (2.1) | | % | | | | — | | % | | | | | | | | | | | | | | | | — | | % | | | | — | | % | | | | | | | | | | | | |

The increase in Cloud & Networking net revenue is primarily due to higher unit sales from cloud and AI/ML customers, which increased by $193.2 million, in part due to a full year of revenue from Cloud Light, which we acquired in the second quarter of fiscal year 2024.

In addition, revenue from network equipment manufacturers increased by $132.7 million as a result of higher unit sales from the market recovery and the related inventory normalization.

The decrease in Industrial Tech net revenue is primarily due to a decline in unit sales of our imaging and sensing products due to higher market competition in the consumer end-market for these products, which was partially offset by a $17.5 million increase in our laser products due to higher market demand.

| Customer A | | | 16.0 | | % | | | | 11.4 | | % | | | | 15.3 | | % |

| Customer B | | | 15.4 | | % | | | | 18.9 | | % | | | | * | | |

| Customer C | | | * | | | | | | * | | | | | | 12.1 | | % |

| Customer D | | | * | | | | | | * | | | | | | 10.5 | | % |

Gross margin in fiscal year 2025 increased to 28.0% from 18.5% in fiscal year 2024.

In addition, costs incurred related to the acquisition of Cloud Light, including integration costs and amortization of inventory fair value adjustments were $23.5 million lower compared to the prior year.

Our Cloud & Networking gross profit increased year over year primarily due to higher unit sales of our products for both cloud and AI/ML applications.

Our Industrial Tech segment gross margin decreased year over year primarily due to lower revenue, mainly from sales of imaging and sensing products.

Cloud & Networking segment profit increased by $140.0 million, or 112.4%, during fiscal year 2025 as compared to fiscal year 2024 primarily due to higher sales of our products for both cloud and AI/ML applications.

R&D expense was approximately flat in fiscal year 2025 as compared to fiscal year 2024.

Salary expenses were lower by $10.0 million as a result of lower headcount and restructuring actions taken in the past, primarily due to the discontinuation of our in-house development of coherent DSPs and Radio Frequency Integrated Circuits (“RFICs”).

The decrease was offset by higher variable compensation due to higher profit levels, which increased our cash incentive compensation by $5.3 million, and increased our stock-based incentive compensation by $5.0 million.

SG&A expense increased by $37.5 million, or 12.1%, during fiscal year 2025 as compared to fiscal year 2024, primarily driven by an increase of $38.0 million in stock-based compensation driven by equity award modifications and $5.2 million of severance payments, both primarily due to the resignation of our former Chief Executive Officer, as well as an increase of $8.1 million related to cash incentive compensation due to the higher levels of revenue and profit.

Prior to fiscal year 2024, we operated in two reportable segments consisting of Optical Communications (“OpComms”) and Commercial Lasers (“Lasers”).

During the fiscal first quarter of 2024, our chief operating decision maker (“CODM”) implemented changes in how he organizes the business, allocates resources, and assesses performance.

We changed our organizational structure to better align with trends in our markets and our customer and product mix.

The Cloud & Networking segment includes the Telecom & Datacom product lines that were previously part of the OpComms segment.

The Industrial Tech segment includes previous Lasers segment and the Industrial & Consumer product lines that were previously part of the OpComms segment.

In conjunction with this change, our CODM now evaluates each segment’s performance and allocates resources based on segment revenue and segment profit, instead of gross profit, as our CODM believes segment profit is a more comprehensive profitability measure for each operating segment.

Comparative prior period segment information has been recast to conform to the new segment structure and segment profitability measure.

The change in our operating segments had no impact on our previously reported consolidated results of operations, financial condition, or cash flows.

Our Cloud & Networking products include a comprehensive portfolio of optical and photonic components, modules, and subsystems supplied to network operator and network equipment manufacturer customers building cloud data center infrastructure, including products for artificial intelligence and machine learning (“AI/ML”) and data center interconnect (“DCI”) applications, and communications service provider networks, including products for access (local), metro (intracity), long-haul (city-to-city and worldwide), and submarine (undersea) network infrastructure.

In the automotive end-market, our lasers are used in our customers’ LiDAR and other optical sensor devices, which are increasingly being used in advanced driver assistance systems (“ADAS”) and in-cabin driver and occupant monitoring systems.

Our products can also be used in the industrial end-market in imaging and sensing systems for process feedback and control, quality assurance, and waste reduction.

Demand for our products in the industrial end-market is driven by end-customer investments in manufacturing capacity.

Our lasers also address certain semiconductor inspection and life-science applications.

Supply Chain Constraints

COVID-19 also created dynamics in the semiconductor component supply chains that have led to shortages of the types of components we and our customers require in our products.

Although the supply chain constraints started to improve in the latter half of fiscal 2023, we felt its ongoing effects in fiscal 2024, as described below, and these constraints or effects may impact our ability to supply our products to our customers and may reduce our revenue and profit margin if they continue or reoccur.

In addition, if our customers are unable to procure needed semiconductor components, their demand for our products will decrease.

In addition, in response to component shortages, certain of our customers accumulated inventory that they are now managing down as supply conditions improve.

Accordingly, customer orders have declined in recent periods and certain customers have not taken the shipments we had originally projected due to their inventory management.

As customers manage their inventory down, our revenue has declined and our margins are adversely impacted as we are not able to fully recover

costs, such as underutilized manufacturing capacity, associated with the forecasted demand and we may incur excess and obsolescence charges from unsold inventory.

In the fiscal fourth quarter of 2024, inventory reduced by $22.3 million compared to the fiscal third quarter of 2024, due to our focused effort to manage our production and inventory levels.

Over the next several quarters, we plan to continue to manage our inventory closely and lower the days of inventory on hand.

The results of operations for the periods presented are not necessarily indicative of results to be expected for future periods.

| | | | | | | | | | | | | | | | | | |

| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

The decrease in Cloud & Networking net revenue is primarily due to reduction in shipment primarily driven by U.S. export restrictions and reduction in demand associated with a build-up of inventory and resulting inventory management actions by our customers, offset by $199.5 million of revenue generated by Cloud Light.

The decrease in Industrial Tech net revenue is primarily due to higher market competition, which reflects share normalization in the market, as well as reduction in demand associated with a build-up of inventory and resulting inventory management actions by our customers.

Net revenue increased by $54.4 million, or 3.2%, during fiscal 2023 as compared to fiscal 2022 due to a $313.8 million increase in Cloud & Networking revenue offset by a $259.4 million decrease in Industrial Tech revenue.

Cloud & Networking increased by $313.8 million during fiscal 2023 primarily due to $340.4 million of revenue attributable to the NeoPhotonics acquisition.

Additionally, the supply chain shortage in fiscal 2022 was partially relieved, allowing us to meet more customer demand during fiscal 2023.

The increase was offset by a $67.8 million decrease in revenue due to reduction in demand associated with inventory management and build-up at our customers and slowing of cloud data center customer capital spending.

Industrial Tech decreased by $259.4 million primarily due to a $274.9 million decrease in imaging and sensing revenue driven by higher market competition and share normalization in the market, offset by a $15.1 million increase in industrial lasers revenue primarily due to a return in customer demand for our ultrafast and kilowatt class fiber lasers following a recovery in industrial production earlier in fiscal 2023 .

| Google | | | 18.9 | | % | | | | * | | | | | | * | | |

| Apple | | | * | | | | | | 12.1 | | % | | | | 28.7 | | % |

| Ciena | | | 11.4 | | % | | | | 15.3 | | % | | | | 12.6 | | % |

| Nokia | | | * | | | | | | 10.5 | | % | | | | * | | |

Gross margin in fiscal 2024 decreased to 18.5% from 32.2% in fiscal 2023.

The decrease was primarily due to lower revenue, which negatively impacted gross margin by 12.9%, as well as a less profitable mix of products as a result of the acquisition of Cloud Light, which negatively impacted gross margin by 1.1%.

Furthermore, in fiscal 2024, we recorded $12.4 million of higher integration related costs.

Due to the impact of changes in foreign currency exchange rates between the U.S. Dollar and foreign currencies, we recorded foreign exchange [removed: gains] [added: loss] of [removed: $0.8] [added: $4.2] million in fiscal [removed: 2024,] [added: year 2025,] foreign exchange gains of [removed: $7.0] [added: $0.8] million in fiscal [removed: 2023] [added: year 2024] and foreign exchange losses of [removed: $6.1] [added: $7.0] million in fiscal [removed: 2022] [added: year 2023] in the consolidated statements of operations.

As of June [removed: 29, 2024,] [added: 28, 2025,] we had cash, cash equivalents, and short-term investments of [removed: $887.0] [added: $877.1] million.

As of June [removed: 29, 2024,] [added: 28, 2025,] the weighted-average life of our investment portfolio was approximately [removed: six] [added: eleven] months.

Based on our investment portfolio balance as of June [removed: 29, 2024,] [added: 28, 2025,] a hypothetical increase or decrease in interest rates of 1% (100 basis points) would have resulted in a decrease or an increase in the fair value of our portfolio of approximately [removed: $2.4] [added: $3.4] million, and a hypothetical increase or decrease of 0.50% (50 basis points) would have resulted in a decrease or an increase in the fair value of our portfolio of approximately [removed: $1.2] [added: $1.7] million.

As of June [removed: 29, 2024,] [added: 28, 2025,] we had approximately [removed: $196.9] [added: $349.5] million of unrestricted cash (excluding cash equivalents) in operating accounts that are held with domestic and international financial institutions.

[removed: Lumentum Holdings Inc. (“we,” “us,” “our”, “Lumentum” or the “Company”) is an industry-leading provider of optical and photonic] [added: Our] products [added: are] essential to a range of cloud, artificial intelligence and machine learning (“AI/ML”), telecommunications, consumer, and industrial end-market applications.

Our Cloud & Networking products [removed: include] [added: comprise] a comprehensive portfolio of optical and photonic [added: chips,] components, modules, and subsystems supplied to cloud [removed: and communications network operators] [added: data center operators, AI/ML infrastructure providers,] and network equipment [removed: manufacturers] [added: manufacturer customers who are] building cloud data center [removed: infrastructure, including products for AI/ML] and [removed: data center interconnect (“DCI”) applications, and communications service provider networks, including products for access (local), metro (intracity), long-haul (city-to-city and worldwide), and submarine (undersea)] network [removed: infrastructure.][added: infrastructures.]

Demand for our [removed: Cloud & Networking] products is [removed: driven] [added: fueled] by the [removed: rapid growth in cloud and] [added: ongoing expansion of] network capacity required [removed: for expanding] [added: to support] cloud [removed: computing] and services, [removed: including for AI/ML,] [added: AI/ML processing,] streaming [removed: video and] [added: video,] video conferencing, [removed: gaming,] wireless and mobile [removed: devices,] [added: connectivity,] and [added: the] internet of things (“IoT”).

Our Industrial Tech products include [added: short-pulse] solid-state lasers, kilowatt-class fiber lasers, diode lasers, [removed: ultrafast lasers,] and gas lasers, [removed: which address applications in numerous end-markets.][added: serving a wide range of end-markets applications.]

In the industrial manufacturing [removed: end-market,] [added: market,] our lasers are [removed: incorporated into our customers’ manufacturing] [added: embedded in] machine tools used for [removed: the] precision [added: material] processing [removed: of materials in a range of industries] [added: across diverse industries,] including semiconductor [removed: device] and microelectronics fabrication, electric vehicle and battery production, metal cutting and welding, and advanced manufacturing.

Adoption of our [added: Industrial Tech] products [removed: in the industrial end-market] is driven by the [removed: needs of customers] [added: need] to advance semiconductor and microelectronics [removed: industry roadmaps, including those that support cloud data center and AI/ML infrastructure,] [added: technology roadmaps] and by Industry [removed: 4.0/5.0 trends, including increasing manufacturing precision and flexibility] [added: 4.0] and [removed: reducing waste] [added: 5.0 trends that emphasize greater manufacturing precision, flexibility,] and [removed: environmental impact.][added: sustainability.]

In the consumer [removed: end-market,] [added: market,] our laser light sources are integrated into [removed: our] customers’ 3D sensing cameras, [removed: which are] [added: primarily] used in mobile [removed: devices and other consumer electronics devices to enable applications including biometric identification, computational photography and virtual and augmented reality.][added: devices.]

We have a global footprint that enables us to address global market opportunities for our products with employees engaged in research and development (“R&D”), administration, manufacturing, support and sales and marketing [removed: activities.][added: activities in various locations worldwide.]

We have manufacturing capabilities and facilities in North America, [removed: South America,] Asia-Pacific and Europe.

Our headquarters are located in San Jose, California, and we employed approximately [removed: 7,257] [added: 10,562] full\-time employees around the world as of June [removed: 29, 2024.][added: 28, 2025.]

In August 2015, [removed: we were] [added: the Company was] spun-off from JDSU and became an independent publicly traded company through the distribution of our common stock by JDSU to its stockholders.

In 2015, the remaining parent company, [removed: JDSU] [added: JDSU,] was renamed Viavi Solutions Inc. (“Viavi”).

[removed: This] [added: In December 2018, we completed the] acquisition [removed: strengthened] [added: of Oclaro, Inc. (“Oclaro”), which enhanced] our product [removed: portfolio,] [added: portfolio] by adding Oclaro’s indium phosphide laser and photonic integrated circuit [removed: and] [added: technologies, as well as its] coherent component and module [removed: capabilities which broadened our revenue mix and helps position us well to meet the future needs of our customers.][added: capabilities.]

[removed: The addition] [added: In August 2022, we completed the acquisition] of NeoPhotonics [added: Corporation (“NeoPhotonics”), which] expanded our opportunities in optical components used in cloud and telecom network infrastructure.

[added: Our] Cloud Light [added: business] designs, markets, and manufactures advanced optical modules for data center interconnect applications.

The acquisition [removed: enables] [added: has enabled] us to be well-positioned to serve the growing needs of cloud and networking customers, particularly those customers focused on optimizing their data center infrastructure for the demands of AI/ML.

Lumentum is well-positioned to capitalize on this trend through the provision of ultrafast lasers for micromachining and advanced material processing, as well as [removed: laser-based] [added: laser emitters for] 3D sensing [removed: and LiDAR technologies for applications across various sectors.][added: applications.]

While we maintain a positive outlook on the long-term prospects for our products and technologies, we acknowledge the presence of industry and market risks and [removed: uncertainties.][added: uncertainties, including fluctuations in supply and demand, that have led to volatility in our business and financial performance.]

*Geopolitical [removed: Landscape] Developments*

Fluctuations in the geopolitical landscape, including war, military conflicts, changes in export regulations, [added: the effects of heightened, scheduled, or proposed tariffs,] and shifts in national priorities and foreign relations policies, can significantly impact our business.

Moreover, disruptions in our customers' supply chains due to geopolitical events could reduce or delay their demand for our products, ultimately impacting our [removed: revenue.][added: revenue and operating results.]

The two operating segments were primarily determined based on how [removed: the CODM] [added: our Chief Operating Decision Maker (“CODM”)] views and evaluates our operations.

[removed: *Customers*][added: Customers]

During fiscal [added: years 2025,] 2024, [removed: 2023,] and [removed: 2022,] [added: 2023,] net revenue generated from a single customer which represented 10% or more of our total net revenue of the applicable fiscal year is summarized in the table below:

| | | | June [removed: 29, 2024] [added: 28, 2025] | | | | | | [removed: July 1, 2023] [added: June 29, 2024] | | | | | | July [removed: 2, 2022] [added: 1, 2023] | | |

The convergence of cloud computing and [removed: artificial intelligence (AI)] [added: AI] is driving rapid innovation and expansion in optical hardware for hyperscale cloud operators.

As a result, high-speed photonics are increasingly deployed to alleviate data traffic bottlenecks, accelerating AI model training and enhancing high-performance computing [removed: (HPC)] [added: (“HPC”)] efficiency.

To enable seamless data exchange between geographically dispersed data center units, high-speed data center interconnects [removed: (DCIs)] [added: (“DCIs”)] are being constructed.

Dense wavelength-division multiplexing [removed: (DWDM)] [added: (“DWDM”)] technologies are being leveraged to increase data speeds while reducing costs.

Technologies like Reconfigurable Optical Add-Drop Multiplexers [removed: (ROADMs),] [added: (“ROADMs”),] wavelength-selective switches, and tunable transmission products facilitate remote capacity adjustments, reducing the need for manual interventions.

Our tunable transceivers and transmitter modules and high-speed coherent [removed: components,] [added: components] are essential to [removed: dense wavelength division multiplexing (DWDM) systems,] [added: DWDM systems] and maximize fiber capacity and minimize cost per bit.

For [added: optical] transport [removed: solutions,] [added: applications,] we [removed: provide] [added: offer a broad range of products, including] ROADMs, optical amplifiers, and optical channel monitors to efficiently switch, route, and condition optical signals.

Our [removed: product range] [added: portfolio] also [removed: encompasses pumps] [added: includes pump lasers] for optical amplifiers and passive components [removed: like] [added: such as] switches, attenuators, and [removed: wavelength-division multiplexers (WDMs).][added: WDMs.]

[removed: Our product portfolio extends beyond individual components to include] [added: Beyond discrete components, we provide integrated] modules, circuit packs, and subsystems for amplification, switching, and wavelength management.

By providing a wide range of innovative optical solutions, from components to integrated modules [removed: and subsystems,] [added: to complete systems,] we enable our customers to build the high-performance data center and communication networks of today and engineer those of the future.

Fiber lasers have surpassed [removed: CO2] [added: gas] lasers in sheet metal processing and welding due to their superior power, beam quality, power efficiency and cost-effectiveness.

In the consumer market, laser light sources are integral to 3D sensors [added: primarily] used in mobile [removed: devices, gaming, payment systems, computers, and other consumer electronics.][added: devices.]

We [removed: also] offer a comprehensive range of industrial lasers to address diverse manufacturing needs.

Additionally, high-power, solid-state and ultrafast lasers are used by manufacturers for precision [added: machining tasks like drilling in printed circuit boards, wafer singulation, glass cutting, and solar cell scribing.]

During fiscal [added: year] 2023, we completed our acquisition of NeoPhotonics and IPG telecom transmission product lines.

Lumentum Holdings Inc. (“we,” “us,” “our”, “Lumentum” or the “Company”) is a leading provider of optical and photonic products and is recognized as an industry leader based on revenue and market share.

Our products enable high-capacity optical links for cloud computing, AI/ML workloads, and data center interconnect (“DCI”) applications, as well as for communications service provider networks.

Our offerings support access (local), metro (intracity), long-haul (intercity and global), and submarine (undersea) network infrastructure.

Additionally, our Cloud & Networking products serve enterprise network infrastructure needs, including storage area networks (“SANs”), local area networks (“LANs”), and wide area networks (“WANs”).

These additions broadened our revenue mix and strengthened our position to meet the evolving needs of our customers.

*Supply Chain and Inventory Management*

Our supply chain is complex, and we need to manage supply of certain components required to build our products while confronted with fluctuating demand from our customers.

Our business and our customers’ businesses were negatively impacted by worldwide logistics and supply chain issues during and following the COVID-19 pandemic, including constraints on available cargo capabilities and limited availability of once broadly available supplies of both raw materials and finished components.

From time to time, we experience shortages of the types of components we and our customers require in our products, and we have had to incur incremental supply and procurement costs in order to increase our ability to fulfill demands from our customers.

In addition, through fiscal year 2024, we experienced significant fluctuations in demand as customers delayed projected shipments or built up inventory in response to supply shortages and then brought down inventories as supply chain constraints eased.

Our revenue fluctuated in response to these changes in demand and our margins were adversely impacted as we were not been able to fully recover costs, such as underutilized manufacturing capacity.

However, during fiscal year 2025, network equipment manufacturers continued to normalize inventory levels and we saw increasing demand from AI and cloud customers as they continue to expand their data centers.

Due to worldwide operations, we and our customers are also subject to risks relating to the global trade environment.

The Company is actively monitoring and assessing the global trade environment, particularly with respect to recent changes and proposed changes in tariff regulations and trade restrictions.

The ongoing uncertainty surrounding trading policies, including the potential for additional tariffs, restrictions related to our customers and retaliatory measures by non-U.S. governments, continues to create a volatile environment that could disrupt our operations.

The imposition of tariffs on certain imported goods and materials and export controls on critical components may increase our costs and place upward pressure on the cost of goods sold, which, in turn, may reduce our gross margins if we are unable to pass these costs onto customers through price increases.

If these tariff-related cost increases persist or escalate, our financial results could be adversely affected, including lower profitability.

Additionally, changes in the global trade landscape could result in reduced market competitiveness and a slowdown in consumer demand as well as disruptions to our supply chain, including longer lead times, higher shipping costs, or limited availability of key inputs.

This may constrain our ability to meet customer demand in a timely manner, potentially affecting our revenue growth and operational efficiency.

The impact of tariffs on our business is hard to predict, as it is dependent on negotiations with customers and suppliers and other mitigation efforts and potential further changes in global trade policies, including higher tariffs or trade restrictions in the U.S. or other countries.

We have two reportable segments, Cloud & Networking and Industrial Tech.

Our CODM allocates resources to the segments based on their business prospects, competitive factors, segment net revenue and segment profit.

In addition, optical circuit switches are increasingly deployed to meet escalating data transport requirements within data centers.

These switches support high port counts and can dynamically connect any input fiber to any output fiber to form continuous optical paths.

Additionally, our transport offerings include optical circuit switches for data center applications, helping to reduce power consumption and improve overall network efficiency.

Refer to “General - Overview” above and “Note 4.

In addition, we are investing in the emerging optical circuit switching market to enable direct data transmission between fiber optic cables in data centers within the optical plane.

| Customer A | | | 16.0 | | % | | | | 11.4 | | % | | | | 15.3 | | % |

| Customer B | | | 15.4 | | % | | | | 18.9 | | % | | | | * | | |

| Customer C | | | * | | | | | | * | | | | | | 12.1 | | % |

| Customer D | | | * | | | | | | * | | | | | | 10.5 | | % |

These regulations may delay product launches, restrict our operations in certain regions, or limit dealings with specific entities or individuals, particularly where sensitive or controlled technology is involved.

At the same time, noncompliance with these trade regulations could significantly hinder our ability to operate in some markets or serve particular customers.

Our Cloud & Networking products also support network equipment manufacturers building enterprise network infrastructure.

Our lasers also address certain semiconductor inspection and life-science applications.

Our products can also be used in the industrial end-market in imaging and sensing systems for process feedback and control, quality assurance, and waste reduction.

Demand for our products in the industrial end-market is driven by end-customer investments in manufacturing capacity.

In the automotive end-market, our lasers are used in our customers’ LiDAR and other optical sensor devices, which are being used in advanced driver assistance systems (“ADAS”) and in-cabin driver and occupant monitoring systems.

In December 2018, we completed the acquisition of Oclaro, Inc. (“Oclaro”).

In August 2022, we completed the acquisition of NeoPhotonics Corporation (“NeoPhotonics”).

Our optical and photonic solutions, developed in close partnership with OEMs and end users, are well-positioned to capitalize on these emerging market opportunities.

Fluctuations in supply and demand, exacerbated by the COVID-19 pandemic and subsequent inventory adjustments, coupled with evolving export regulations, have led to volatility in our financial performance and created uncertainty regarding future customer demand.

*Industry Inventory Correction*

In response to supply shortages caused by the COVID-19 pandemic, certain customers accumulated higher-than-normal inventory levels, including our products, as a precautionary measure.

As supply constraints started easing, towards the latter half of fiscal year 2023, customers began reducing purchases of our products to align their inventory levels with more normalized levels of end-market demand.

This inventory correction was amplified by similar actions subsequently taken by our customers' customers, who also sought to reduce their excess inventory by decreasing purchases.

Consequently, our business has experienced a prolonged period of lower revenue, leading to significant underutilization of manufacturing capacity and reduced profit margins in fiscal year 2024.

While we anticipate an eventual normalization of inventory levels across the supply chain, the timing and pace of this recovery remain uncertain and could be influenced by macroeconomic and financial market conditions.

Recent and continuing changes in export regulations pertaining to specific Chinese customers have resulted in substantial revenue losses from the Chinese market and inventory write-offs.

Prior to fiscal year 2024, we operated in two reportable segments consisting of Optical Communications (“OpComms”) and Commercial Lasers (“Lasers”).

During the fiscal first quarter of 2024, our chief operating decision maker (“CODM”) implemented changes in how he organizes the business, allocates resources, and assesses performance.

We changed our organizational structure to better align with trends in our markets and our customer and product mix.

Beginning in fiscal year 2024, our new operating segments are Cloud & Networking and Industrial Tech.

The Cloud & Networking segment includes the Telecom & Datacom product lines that were previously part of the OpComms segment.

The Industrial Tech segment includes the previous Lasers segment and the Industrial & Consumer product lines that were previously part of the OpComms segment.

In conjunction with this change, our CODM began to evaluate each segment’s performance and allocates resources based on segment revenue and segment profit, instead of gross profit, as our CODM believes segment profit is a more comprehensive profitability measure for each operating segment.

Comparative prior period segment information has been recast to conform to the new segment structure and segment profitability measure.

The change in our operating segments had no impact on our previously reported consolidated results of operations, financial condition, or cash flows.

| Google | | | 18.9 | | % | | | | * | | | | | | * | | |

| Apple | | | * | | | | | | 12.1 | | % | | | | 28.7 | | % |

| Ciena | | | 11.4 | | % | | | | 15.3 | | % | | | | 12.6 | | % |

| Nokia | | | * | | | | | | 10.5 | | % | | | | * | | |

Beyond consumer electronics, our lasers power emerging technologies such as automotive LiDAR for advanced driver assistance systems and industrial robotics.

During fiscal 2024, 2023, and 2022, there were no Industrial Tech customers which represented 10% or more of our total net revenue.

Furthermore, 3D sensing continues to find evolving applications in automotive autonomy and safety systems, industrial robotics, drones, and 3D object capture for imaging and printing.

machining tasks like drilling in printed circuit boards, wafer singulation, glass cutting, and solar cell scribing.

Increasing global demand for various offerings such as renewable energy, semiconductor products, consumer electronics, flat panel displays, LEDs, and connected devices drives the adoption of our laser products for these micromachining applications.

Our 3D sensing products are primarily laser light sources, including higher performance VCSELs and VCSEL arrays.

We also are expanding our addressable market and potential long-term growth opportunities by expanding into new markets that can benefit from our technologies, including photonic components and subsystems for industrial sensing applications.

Cloud Light designs, markets, and manufactures advanced optical modules for data center applications.

The acquisition enables us to be well-positioned to serve the growing needs of Cloud & Networking customers, particularly those customers focused on optimizing their data center infrastructure for the demands of AI/ML.

Refer to “Note 4.

We

For the fiscal year ended June [removed: 29, 2024][added: 28, 2025]

Yes [removed: x] [added: ☒] No o

Yes o No [removed: x][added: ☒]

| Large accelerated filer | | | [removed: x] [added: ☒] | | | Accelerated filer | | | o | | | Non-accelerated filer | | | o | | | Smaller reporting company | | | ☐ | | |

Yes [removed: ☐] [added: ☒] No [removed: x][added: o]

The aggregate market value of the voting and non-voting common equity held by non-affiliates of the registrant was approximately [removed: $2,152] [added: $2,704] million, based on the closing sales price of the registrant’s common stock on December [removed: 29, 2023] [added: 28, 2024] (the last business day of the registrant’s most recently completed second fiscal quarter) of [removed: $52.42] [added: $84.36] per share, as reported on the [removed: NASDAQ Stock] [added: Nasdaq Global Select] Market.

As of August [removed: 14, 2024,] [added: 12, 2025,] the Registrant had [removed: 68.0] [added: 69.9] million shares of common stock outstanding.

Portions of the information called for by Part III of this Annual Report on Form 10-K are hereby incorporated by reference from the definitive proxy statement for the registrant’s annual meeting of stockholders, which will be filed with the Securities and Exchange Commission not later than 120 days after the registrant’s fiscal year ended June [removed: 29, 2024.][added: 28, 2025.]

| | | | [ITEM [removed: 1.](#i8b69ca4ccb2340e1978dfd12f1f3cc6a_16)] [added: 1.](#i086372a3eab74addacaf1f489f56fbd9_16)] | | | [removed: [BUSINESS](#i8b69ca4ccb2340e1978dfd12f1f3cc6a_16)] [added: [BUSINESS](#i086372a3eab74addacaf1f489f56fbd9_16)] | | | [removed: [2](#i8b69ca4ccb2340e1978dfd12f1f3cc6a_16)] [added: [2](#i086372a3eab74addacaf1f489f56fbd9_16)] | | |

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| [PART [removed: III](#i8b69ca4ccb2340e1978dfd12f1f3cc6a_259)] [added: III](#i086372a3eab74addacaf1f489f56fbd9_259)] | | | | | | | | | | | |

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| [removed: [SIGNATURES](#i8b69ca4ccb2340e1978dfd12f1f3cc6a_286)] [added: [SIGNATURES](#i086372a3eab74addacaf1f489f56fbd9_286)] | | | | | | | | | [removed: [130](#i8b69ca4ccb2340e1978dfd12f1f3cc6a_286)] [added: [130](#i086372a3eab74addacaf1f489f56fbd9_286)] | | |

These statements relate to, among other things, our markets and industry, products and strategy, the impact of export regulation changes, the expected benefits of our acquisitions, macroeconomic conditions, including supply chain conditions and inventory management by our customers, the effects of the COVID-19 pandemic, instability and uncertainty in the banking and financial services markets, and tightening credit markets on our business and results of operations, sales, gross margins, operating expenses, capital expenditures and requirements, liquidity, product development and research and development efforts, manufacturing plans, litigation, effective tax rates and tax reserves, our corporate and financial reporting structure, our plans for growth and innovation, our expectations regarding U.S.-China relations, [added: international trade regulation and restrictions (including tariffs, duties, and export controls to be implemented by the U.S. and other countries),] market and regulatory conditions, trends and uncertainties in our business and financial results, and are often identified by the use of words such as, but not limited to, “anticipate,” “believe,” “can,” “continue,” “could,” “estimate,” “expect,” “intend,” “may,” “might,” “plan,” “project,” “seek,” “should,” “target,” “will,” “would,” “contemplate,” “believe,” “predict,” “potential” and similar expressions or variations intended to identify forward-looking statements.

Yes ☒ No o

Yes ☐ No ☒

| [PART I](#i086372a3eab74addacaf1f489f56fbd9_13) | | | | | | | | | | | |

| [PART II](#i086372a3eab74addacaf1f489f56fbd9_70) | | | | | | | | | | | |

| [PART I](#i8b69ca4ccb2340e1978dfd12f1f3cc6a_13) | | | | | | | | | | | |

| [PART II](#i8b69ca4ccb2340e1978dfd12f1f3cc6a_67) | | | | | | | | | | | |

[removed: The] foundation of our cybersecurity program is based on the International Organization for Standardization [removed: (ISO)] [added: (“ISO”)] and the National Institute of Standards and Technology ("NIST") Cybersecurity Framework.

- Leverage technology solutions [added: designed] to provide protection for our assets and detect threats in our environment;

- Regular vulnerability assessments and penetration testing [added: in efforts] to identify, assess, and remediate weaknesses;

- Work with each of our business and corporate groups with our internal cybersecurity program to integrate cybersecurity requirements into operating environments as appropriate, which drives business strategies, budgeting, [added: and similar processes.]

Changes or additions to our cybersecurity risk assessment program and related practices and procedures described above in response to cybersecurity needs are reviewed by our Cybersecurity Steering Committee (“CSC”), [removed: which is] an executive management-level cross-functional group.

We regularly engage independent third parties to assess our cybersecurity program and [removed: practices,] [added: practices] and to assist with risk mitigation.

This includes review and monitoring of the third party, and inclusion of cybersecurity requirements in contractual agreements to [added: help] ensure third party services meet our standards for such [removed: providers,] [added: providers] and [added: that] the cybersecurity risks associated with the use of these services [removed: is] [added: are] appropriate.

For additional information regarding whether any risks from cybersecurity threats are reasonably likely to materially affect our company, including our business strategy, results of operations, or financial condition, please refer to Item 1A, “Risk Factors - Any failure, disruption or security breach or incident of or impacting our information technology infrastructure or information [added: management] systems [added: could] have an adverse impact on our business and operations.” We believe that risks from prior cybersecurity threats, including as a result of any previous cybersecurity incidents, have not materially affected our business to date.

Our cybersecurity program is led by our [removed: CISO] [added: CISO,] who manages a team of cybersecurity professionals.

Members of our cybersecurity team, combined, have over 80 years of cybersecurity experience and [added: members of the team] hold [added: various] professional certifications, including Certified Information Systems Security Professional (“CISSP”).

As noted above, we also maintain a [removed: Cybersecurity Steering Committee, or] CSC, which consists of our Group Vice President, IT and CISO, Executive Vice President, Chief Financial Officer, [removed: Executive] [added: Senior] Vice President, Chief Human Resources Officer, Senior Vice President, General Counsel, [removed: Senior] [added: Executive] Vice President, Global Operations, Senior Vice President, Chief Accounting Officer, and Vice President, Internal Audit.

The CSC [removed: group] has the primary day to day responsibility to monitor and manage cybersecurity risks.

The CSC provides oversight of [removed: the] cybersecurity initiatives within Lumentum and is responsible [added: for] integrating cybersecurity risk management practices with critical business processes [removed: so] [added: to help ensure] that cybersecurity is appropriately addressed throughout Lumentum.

The

and similar processes.

We use the properties for executive and administrative offices, [removed: data centers,] product development offices, customer service offices and manufacturing facilities.

As of June [removed: 29, 2024,] [added: 28, 2025,] our leased and owned properties in total are approximately [removed: 3,350,000] [added: 3,100,000] square feet, of which we own approximately 2,147,000 square feet, including the 1,173,000 square feet manufacturing sites in Thailand, the 183,000 square feet manufacturing site in the United Kingdom, the [removed: 250,000 square feet manufacturing sites in China, the] 238,000 square feet on the San Jose campus, the [removed: 130,000] [added: 472,000] square feet manufacturing and R&D site in Japan, and the 36,000 square feet manufacturing and R&D sites in Slovenia.

Leased sites include properties located in Canada, China, [added: Hong Kong,] Italy, Japan, Switzerland, Taiwan, the United Kingdom, the United States, Brazil and South Korea.

In March 2025, we completed a transaction to sell the land and building of the 250,000 square feet manufacturing facility located in Shenzhen, China.

Our common stock trades on the [removed: NASDAQ Stock] [added: Nasdaq Global Select] Market under the symbol “LITE”.

According to records of our transfer agent, we had [removed: 2,044] [added: 1,883] stockholders of record as of August [removed: 14, 2024,] [added: 12, 2025,] and we believe there is a substantially greater number of beneficial holders.

The following graph compares the cumulative total return of our common stock with the total return for the [removed: NASDAQ] [added: Nasdaq] Composite Index (the “IXIC”) and the [removed: NASDAQ] [added: Nasdaq] 100 Technology Sector Index (the “NDXT”) from market close on June [removed: 29, 2018] [added: 26, 2020] (the last trading day before the beginning of our fifth preceding fiscal year) through June [removed: 29, 2024.][added: 28, 2025.]

[removed: ][added: ]

The following table sets forth issuer purchases of equity securities for the fourth quarter of fiscal [removed: 2024] [added: year 2025] (*in millions, except share and per share amounts*):

| Period | | | | | | Total number of shares purchased | | | | | | Average price paid per share [removed: (1)] | | | | | | Total number of shares purchased as part of publicly announced plans or programs | | | | | | Maximum number (or approximation dollar value) of shares that may yet be purchased under the plans or programs [removed: (2)] [added: (1)] | | |

| March [removed: 31, 2024] [added: 30, 2025] to April [removed: 27, 2024] [added: 26, 2025] | | | | | | | | | | | | | | | | | | | | | | | | $ | 569.6 | |

| [removed: June 2, 2024] [added: May 25, 2025] to June [removed: 29, 2024] [added: 28, 2025] | | | | | | | | | | | | | | | | | | | | | | | | $ | 569.6 | |

[removed: (2)] [added: (1)] On May 7, 2021, our board of directors approved the 2021 share buyback program, which authorizes us to use up to $700.0 million to purchase our own shares of common stock.

On April 5, 2023, our board of directors approved a further increase in our share buyback program, which [removed: authorizes] [added: authorized] us to use up to an aggregate amount of $1.2 billion (an increase from $1.0 billion) to purchase our own shares of common stock through May [removed: 2025, but may be suspended or terminated at any time.][added: 2025.]

| April 27, 2025 to May 24, 2025 | | | | | | | | | | | | | | | | | | | | | | | | $ | 569.6 | |

Our share buyback program expired in May 2025.

| April 28, 2024 to June 1, 2024 | | | | | | | | | | | | | | | | | | | | | | | | $ | 569.6 | |

(1) Average price paid per share includes costs associated with the repurchases.

We have audited the accompanying consolidated balance sheets of Lumentum Holdings Inc. and subsidiaries (the “Company”) as of June [removed: 29, 2024] [added: 28, 2025] and [removed: July 1, 2023,] [added: June 29, 2024,] the related consolidated statements of operations, comprehensive income (loss), cash flows, and stockholders’ equity for each of the three years in the period ended June [removed: 29, 2024,] [added: 28, 2025,] and the related notes and the schedule listed in the Index at Item 15 (collectively referred to as the “financial statements”).

In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of June [removed: 29, 2024] [added: 28, 2025] and [removed: July 1, 2023,] [added: June 29, 2024,] and the results of its operations and its cash flows for each of the three years in the period ended June [removed: 29, 2024,] [added: 28, 2025,] in conformity with accounting principles generally accepted in the United States of America.

We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company's internal control over financial reporting as of June [removed: 29, 2024,] [added: 28, 2025,] based on criteria established in [removed: Internal] [added: *Internal] Control - Integrated Framework [removed: (2013)] [added: (2013)*] issued by the Committee of Sponsoring Organizations of the Treadway Commission and our report dated August [removed: 21, 2024,] [added: 19, 2025,] expressed an unqualified opinion on the Company's internal control over financial reporting.

The critical audit [removed: matters] [added: matter] communicated below [removed: are matters] [added: is a matter] arising from the current-period audit of the financial statements that [removed: were] [added: was] communicated or required to be communicated to the audit committee and that (1) relate to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments.

The communication of critical audit matters does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit matters below, providing [added: a] separate [removed: opinions] [added: opinion] on the critical audit matters or on the accounts or disclosures to which [removed: they relate.][added: it relates.]

We identified the valuation of inventory as [removed: a] critical audit matter because of the significant assumptions management makes with regards to estimating certain elements of the excess and obsolete write downs.

| | | | | | | | | | | | | | | | June [removed: 29, 2024] [added: 28, 2025] | | | | | | [removed: July 1, 2023] [added: June 29, 2024] | | | | | | July [removed: 2, 2022] [added: 1, 2023] | | |

| Net revenue | | | | | | | | | | | | | | | $ | [removed: 1,359.2] [added: 1,645.0] | | | | | $ | [removed: 1,767.0] [added: 1,359.2] | | | | | $ | [removed: 1,712.6] [added: 1,767.0] | |

| Cost of sales | | | | | | | | | | | | | | | [removed: 1,023.8] [added: 1,102.9] | | | | | | [removed: 1,113.6] [added: 1,023.8] | | | | | | [removed: 861.1] [added: 1,113.6] | | |

| Amortization of acquired developed intangibles | | | | | | | | | | | | | | | [removed: 83.9] [added: 82.2] | | | | | | [removed: 84.4] [added: 83.9] | | | | | | [removed: 62.9] [added: 84.4] | | |

| Gross profit | | | | | | | | | | | | | | | [removed: 251.5] [added: 459.9] | | | | | | [removed: 569.0] [added: 251.5] | | | | | | [removed: 788.6] [added: 569.0] | | |

| Research and development | | | | | | | | | | | | | | | [removed: 302.2] [added: 303.9] | | | | | | [removed: 307.8] [added: 302.2] | | | | | | [removed: 220.7] [added: 307.8] | | |

| Selling, general and administrative | | | | | | | | | | | | | | | [removed: 310.7] [added: 348.2] | | | | | | [removed: 348.8] [added: 310.7] | | | | | | [removed: 265.7] [added: 348.8] | | |

| Restructuring and related charges | | | | | | | | | | | | | | | [removed: 72.6] [added: 22.8] | | | | | | [removed: 28.1] [added: 72.6] | | | | | | [removed: (1.1)] [added: 28.1] | | |

| Total operating expenses | | | | | | | | | | | | | | | [removed: 685.5] [added: 640.0] | | | | | | [removed: 684.7] [added: 685.5] | | | | | | [removed: 485.3] [added: 684.7] | | |

| [removed: Income (loss)] [added: Loss] from operations | | | | | | | | | | | | | | | [removed: (434.0)] [added: (180.1)] | | | | | | [removed: (115.7)] [added: (434.0)] | | | | | | [removed: 303.3] [added: (115.7)] | | |

| Interest expense | | | | | | | | | | | | | | | [removed: (33.8)] [added: (22.2)] | | | | | | [removed: (35.5)] [added: (33.8)] | | | | | | [removed: (80.2)] [added: (35.5)] | | |

| Other income, net | | | | | | | | | | | | | | | [removed: 62.1] [added: 30.2] | | | | | | [removed: 48.8] [added: 62.1] | | | | | | [removed: 12.0] [added: 48.8] | | |

| [removed: Income (loss)] [added: Loss] before income taxes | | | | | | | | | | | | | | | [removed: (405.7)] [added: (172.1)] | | | | | | [removed: (102.4)] [added: (405.7)] | | | | | | [removed: 235.1] [added: (102.4)] | | |

| Income tax [added: (benefit)] provision | | | | | | | | | | | | | | | [removed: 140.8] [added: (198.0)] | | | | | | [removed: 29.2] [added: 140.8] | | | | | | [removed: 36.2] [added: 29.2] | | |

| Net income (loss) | | | | | | | | | | | | | | | $ | [removed: (546.5)] [added: 25.9] | | | | | $ | [removed: (131.6)] [added: (546.5)] | | | | | $ | [removed: 198.9] [added: (131.6)] | |

| Basic | | | | | | | | | | | | | | | $ | [removed: (8.12)] [added: 0.38] | | | | | $ | [removed: (1.93)] [added: (8.12)] | | | | | $ | [removed: 2.79] [added: (1.93)] | |

| Diluted | | | | | | | | | | | | | | | $ | [removed: (8.12)] [added: 0.37] | | | | | $ | [removed: (1.93)] [added: (8.12)] | | | | | $ | [removed: 2.68] [added: (1.93)] | |

| Basic | | | | | | | | | | | | | | | [removed: 67.3] [added: 69.0] | | | | | | [removed: 68.3] [added: 67.3] | | | | | | [removed: 71.2] [added: 68.3] | | |

| Diluted | | | | | | | | | | | | | | | [removed: 67.3] [added: 69.6] | | | | | | [removed: 68.3] [added: 67.3] | | | | | | [removed: 74.2] [added: 68.3] | | |

| | | | June [removed: 29, 2024] [added: 28, 2025] | | | | | | [removed: July 1, 2023] [added: June 29, 2024] | | | | | | | | | | | | July [removed: 2, 2022] [added: 1, 2023] | | |

| Net income (loss) | | | $ | [removed: (546.5)] [added: 25.9] | | | | | $ | [removed: (131.6)] [added: (546.5)] | | | | | | | | | | | $ | [removed: 198.9] [added: (131.6)] | |

| Net change in cumulative translation adjustment | | | [removed: (0.6)] [added: 0.1] | | | | | | [removed: 0.7] [added: (0.6)] | | | | | | | | | | | | [removed: —] [added: 0.7] | | |

| Net change in unrealized gain [removed: (loss)] on available-for-sale securities | | | [removed: 4.7] [added: 1.9] | | | | | | [removed: 4.4] [added: 4.7] | | | | | | | | | | | | [removed: (10.2)] [added: 4.4] | | |

| Net change in defined benefit obligations | | | [removed: 1.1] [added: (2.3)] | | | | | | [removed: (1.4)] [added: 1.1] | | | | | | | | | | | | [removed: 2.4] [added: (1.4)] | | |

| Other comprehensive income (loss), net of tax | | | [removed: 5.2] [added: (0.3)] | | | | | | [removed: 3.7] [added: 5.2] | | | | | | | | | | | | [removed: (7.8)] [added: 3.7] | | |

| Comprehensive income (loss), net of tax | | | $ | [removed: (541.3)] [added: 25.6] | | | | | $ | [removed: (127.9)] [added: (541.3)] | | | | | | | | | | | $ | [removed: 191.1] [added: (127.9)] | |

| | | | June [added: 28, 2025 | | | | | | June] 29, 2024 | | | | | | July 1, 2023 | | |

| Cash and cash equivalents | | | $ | [removed: 436.7] [added: 520.7] | | | | | $ | [removed: 859.0] [added: 436.7] | |

| Short-term investments | | | [removed: 450.3] [added: 356.4] | | | | | | [removed: 1,154.6] [added: 450.3] | | |

| Accounts receivable, net | | | [removed: 194.7] [added: 250.0] | | | | | | [removed: 246.1] [added: 194.7] | | |

| Inventories | | | [removed: 398.4] [added: 470.1] | | | | | | [removed: 408.6] [added: 398.4] | | |

| Prepayments and other current assets | | | [removed: 110.0] [added: 120.1] | | | | | | [removed: 109.6] [added: 110.0] | | |

| Total current assets | | | [removed: 1,590.1] [added: 1,717.3] | | | | | | [removed: 2,777.9] [added: 1,590.1] | | |

| Property, plant and equipment, net | | | [removed: 572.5] [added: 726.4] | | | | | | [removed: 489.5] [added: 572.5] | | |

August 19, 2025

| Gain on sale of facility | | | | | | | | | | | | | | | (34.9) | | | | | | — | | | | | | — | | |

| | | | June 28, 2025 | | | | | | June 29, 2024 | | |

| Current portion of long-term debt | | | 10.6 | | | | | | — | | |

| Long-term debt | | | 2,562.6 | | | | | | 2,503.2 | | |

| Bad debt expense | | | 3.4 | | | | | | — | | | | | | — | | |

| Write-off of right-of-use assets | | | 7.8 | | | | | | — | | | | | | — | | |

| Gain on sale of facility | | | (34.9) | | | | | | — | | | | | | — | | |

| Proceeds from sale of facility, net of cash and selling costs | | | 47.8 | | | | | | — | | | | | | — | | |

| Proceeds from term loans | | | 76.5 | | | | | | — | | | | | | — | | |

| Principal payments on term loans | | | (8.1) | | | | | | — | | | | | | (5.9) | | |

| Payment of acquisition related holdback | | | (1.0) | | | | | | — | | | | | | — | | |

| | | | | | | | | | | | | (in millions) | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| Exercise of stock options | | | | | | | | | | | | | | | 0.3 | | | | | | — | | | | | | 3.3 | | | | | | — | | | | | | — | | | | | | | | | | | | 3.3 | | |

| Balance as of June 28, 2025 | | | | | | | | | | | | | | | 69.8 | | | | | | $ | 0.1 | | | | | $ | 1,986.8 | | | | | $ | (861.2) | | | | | $ | 9.0 | | | | | | | | | | | $ | 1,134.7 | |

Lumentum Holdings Inc. (“we,” “us,” “our”, “Lumentum” or the “Company”) is a leading provider of optical and photonic products and is recognized as an industry leader based on revenue and market share.

Our products enable high-capacity optical links for cloud computing, AI/ML workloads, and data center interconnect (“DCI”) applications, as well as for communications service provider networks.

Our offerings support access (local), metro (intracity), long-haul (intercity and global), and submarine (undersea) network infrastructure.

The current global macroeconomic environment is volatile and continues to be adversely impacted by many factors including inflation, a dynamic supply chain and demand environment, changes in trade policies, including heightened, scheduled, or threatened tariffs, trade restrictions including for certain rare earth minerals, and signs of a fluctuating macroeconomic environment.

The Company is actively monitoring and assessing the ongoing global trade environment, particularly with respect to recent changes in tariff regulations.

We have assessed the potential impacts of heightened restrictions and tariffs on our allowance for credit losses, the carrying value of our goodwill and other long-lived assets, inventory valuation, and revenue recognition.

While we have determined there was not a material impact to our consolidated financial statements as of June 28, 2025 and for the year ended June 28, 2025, import tariffs implemented by the U.S. and other countries, as currently in effect and/or proposed, could have a material impact on our results for the remainder of 2025 and in the future.

The impact of tariffs is dependent on negotiations with customers and suppliers and other mitigation efforts and potential further changes in global trade policies, including higher tariffs in the U.S. or other countries.

On September 25, 2024, we made an irrevocable settlement method election, wherein upon conversion, we are required to satisfy our conversion obligation with respect to such converted convertible notes by delivering cash equal to the principal amount of such converted convertible notes and cash, shares of common stock or a combination of cash and shares of common stock, at our election, with respect to any conversion value in excess thereof.

Therefore, the convertible notes will only be dilutive when the average share price of our stock exceeds the conversion price, as the principal will be paid in cash.

Amounts billed to the customer for shipping and handling costs, including tariff charges, is recorded as revenue when the relevant product is recognized as revenue.

The Company granted certain employees with stock options, the vesting of which is based on the requisite service requirement and expected to vest within three years.

The Company calculates the fair value of stock options using the Black-Scholes option-pricing model, which requires the Company to make estimates of assumptions such as expected volatility, expected term, risk-free interest rate, expected dividend yield, and forfeiture rates.

Accounting Pronouncements Recently Adopted

The Company adopted ASU No. 2023-07 during the fiscal year ended June 28, 2025, and applied the guidance retrospectively to all periods presented.

The adoption of this standard only impacts disclosures and did not have a material impact to the Company’s consolidated financial statements.

Accounting Pronouncements Not Yet Effective

In May 2025, the FASB issued ASU No. 2025-04, Compensation - Stock Compensation (Topic 718) and Revenue from Contracts with Customers (Topic 606), which is intended to reduce diversity in practice and improve existing guidance, primarily by revising the definition of a “performance condition” and eliminating forfeiture policy election for service conditions associated with share-based consideration payable to a customer.

In addition, ASU No. 2025-04 clarifies that the guidance in ASC 606 on the variable consideration constraints does not apply to share-based consideration payable to a customer regardless of whether an award’s grant date has occurred (as determined under ASC 718).

ASU No. 2025-04 is effective for fiscal years beginning after December 15, 2026, with early adoption permitted.

In May 2025, the FASB issued ASU No. 2025-03, Business Combinations (Topic 805) and Consolidation (Topic 810), which revises the guidance in ASC 805 to clarify that, in determining the accounting acquirer in a business combination that is effected primarily by exchanging equity interests in which a VIE is acquired, an entity would be required to consider the factors in ASC 805-10-55-12 through 55-15.

Previously, the accounting acquirer in such transactions was always the primarily beneficiary.

ASU No. 2025-03 is effective for fiscal years beginning after December 15, 2026, with early adoption permitted.

We plan to adopt ASU No. 2025-04 in the first quarter of fiscal year 2027.

In November 2024, the FASB issued ASU No. 2024-03, Reporting Comprehensive Income - Expense Disaggregation Disclosures (Subtopic 220-40), which requires disaggregation of certain expense captions into specified categories in disclosures within the footnotes to the financial statements.

*Critical Audit Matter Description*

*How the Critical Audit Matter Was Addressed in the Audit*

Business Combination – Refer to Notes 1 and 4 to the financial statements

The Company completed the acquisition of Cloud Light Technology Limited (“Cloud Light”) for a total consideration of $728.5 million on November 7, 2023.

The Company accounted for the transaction under the acquisition method of accounting for business combinations.

Accordingly, the purchase price was allocated to the assets acquired and liabilities assumed based on their respective fair values, including intangible assets of $333.0 million.

Intangible assets acquired primarily related to developed technology, in process research and development (“IPR&D”) and customer relationships.

Management estimated the fair value of the intangible assets using valuation techniques which includes the use of a discounted cash flow model.

The fair value determination of the intangible assets required management to make significant estimates and assumptions, including future expected revenue, expenses, capital expenditures and other costs, as well as discount rates.

We identified the fair value of acquired developed technology and customer relationships from the Cloud Light acquisition as a critical audit matter because of the significant business assumptions and estimates used in the valuation of acquired entity that possess higher degrees of complexity and sensitivity to the valuations.

This required a high degree of auditor judgment and an increased extent of effort, including the need to involve our internal fair value specialists, when performing audit procedures to evaluate the reasonableness of management’s assumptions.

The significant assumptions and estimates used to estimate the fair value of Cloud Light’s developed technology and customer relationships (“acquired intangible assets”) relate primarily to the forecasted revenue growth rates, the period required for customer revenues to mature (“customer ramp periods”) and the discount rates applied to these future cash flows.

Our audit procedures related to the fair value of the acquired intangible assets, specifically as they relate to significant assumptions and estimates including forecasted revenue growth rates, customer ramp periods, and the discount rates, included the following, among others:

- We tested the effectiveness of internal controls over the valuation and accounting for the acquired intangible assets, including management’s controls related to the forecasted revenue growth rates, customer ramp periods, and discount rate.

- We assessed the reasonableness of management’s forecast of future revenues by comparing the projected growth rates to historical results, certain peer companies, and industry data.

- We evaluated whether the estimated future revenues were consistent with evidence obtained in other areas of the audit.

- We assessed the reasonableness of management’s customer ramp periods by comparing historical customer ramp periods to the projections used in the valuation.

- With the assistance of our fair value specialists, we evaluated the reasonableness of the discount rate including the underlying valuation methodology by:

◦Testing the market inputs and the appropriateness of their inclusion in the models used to determine the discount rate

◦Developing a range of independent estimates and comparing those to the discount rate selected by management.

August 21, 2024

| | | | | | | | | | | | | | | | | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| | | | | | | | | | | | | | | | | | |

| Term loan funding provided to NeoPhotonics | | | — | | | | | | — | | | | | | (30.0) | | |

| Proceeds from the issuance of 2028 Notes, net of issuance costs | | | — | | | | | | — | | | | | | 854.1 | | |

| Repurchase of common stock pending settlement | | | — | | | | | | — | | | | | | 10.1 | | |

| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| Balance as of July 3, 2021 | | | | | | | | | | | | | | | 73.0 | | | | | | $ | 0.1 | | | | | $ | 1,743.6 | | | | | $ | 220.9 | | | | | $ | 8.2 | | | | | | | | | | | $ | 1,972.8 | |

| Equity component of the 2028 Notes, net of tax of $48.7 million and issuance costs of $1.9 million | | | | | | | | | | | | | | | — | | | | | | — | | | | | | 180.6 | | | | | | — | | | | | | — | | | | | | | | | | | | 180.6 | | |

| Adjustment to equity component of the 2024 Notes in connection with cash settlement | | | | | | | | | | | | | | | — | | | | | | — | | | | | | (0.1) | | | | | | — | | | | | | — | | | | | | | | | | | | (0.1) | | |

| Repurchases of common stock | | | | | | | | | | | | | | | (6.0) | | | | | | — | | | | | | — | | | | | | (548.9) | | | | | | — | | | | | | | | | | | | (548.9) | | |

Our Cloud & Networking products include a comprehensive portfolio of optical and photonic components, modules, and subsystems supplied to network operator and network equipment manufacturer customers building cloud data center infrastructure, including products for artificial intelligence and machine learning (“AI/ML”) and data center interconnect (“DCI”) applications, and communications service provider networks, including products for access (local), metro (intracity), long-haul (city-to-city and worldwide), and submarine (undersea) network infrastructure.

In the automotive end-market, our lasers are used in our customers’ LiDAR and other optical sensor devices, which are increasingly being used in advanced driver assistance systems (“ADAS”) and in-cabin driver and occupant monitoring systems.

Our products can also be used in the industrial end-market in imaging and sensing systems for process feedback and control, quality assurance, and waste reduction.

Demand for our products in the industrial end-market is driven by end-customer investments in manufacturing capacity.

Our lasers also address certain semiconductor inspection and life-science applications.

Prior to fiscal year 2024, we operated in two reportable segments consisting of Optical Communications (“OpComms”) and Commercial Lasers (“Lasers”).

During the fiscal first quarter of 2024, we changed our organizational structure to better align with trends in our markets and our customer and product mix.

Our new operating segments are Cloud & Networking and Industrial Tech.

Management, with the participation of our chief executive officer and our chief financial officer, evaluated the effectiveness of our disclosure controls and procedures as of June [removed: 29, 2024.][added: 28, 2025.]

Based on the evaluation of our disclosure controls and procedures as of June [removed: 29, 2024,] [added: 28, 2025,] our chief executive officer and chief financial officer concluded that our disclosure controls and procedures were effective at a reasonable assurance level.

Based on the assessment, management has concluded that its internal control over financial reporting was effective as of June [removed: 29, 2024] [added: 28, 2025] to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements in accordance with U.S. GAAP.

Deloitte & Touche LLP, the independent registered public accounting firm that audited the consolidated financial statements included in this Form 10-K, has issued a report, included herein, on the effectiveness of the Company’s internal control over financial reporting as of June [removed: 29, 2024.][added: 28, 2025.]

We have audited the internal control over financial reporting of Lumentum Holdings Inc. and subsidiaries (the “Company”) as of June [removed: 29, 2024,] [added: 28, 2025,] based on criteria established in *Internal Control - Integrated Framework (2013)* issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).

In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of June [removed: 29, 2024,] [added: 28, 2025,] based on criteria established in *Internal Control - Integrated Framework [removed: (2013)] [added: (2013)*] issued by [removed: COSO*.][added: COSO.]

We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated financial statements as of and for the year ended June [removed: 29, 2024,] [added: 28, 2025,] of the Company and our report dated August [removed: 21, 2024,] [added: 19, 2025,] expressed an unqualified opinion on those financial statements.

August 19, 2025

On November 7, 2023, we completed the acquisition of Cloud Light Technology Limited (“Cloud Light”).

We excluded Cloud Light from our assessment of internal control over financial reporting as of June 29, 2024.

Total assets and revenues of Cloud Light that were excluded from our assessment of internal control over financial reporting constitute approximately 21% and 15% of the consolidated total assets and revenues, respectively, as of and for the year ended June 29, 2024.

We are in the process of integrating the acquired business into our existing operations and evaluating the internal controls over financial reporting of the acquired business.

We believe that we have taken necessary steps to monitor and maintain appropriate internal control over financial reporting during this integration.

As described in Management’s Report on Internal Control Over Financial Reporting, management excluded from its assessment the internal control over financial reporting at Cloud Light Technology Limited, which was acquired on November 7, 2023, and whose financial statements constitute approximately 21% and 15% of consolidated total assets and revenues, respectively, as of and for the year ended June 29, 2024.

Accordingly, our audit did not include the internal control over financial reporting of Cloud Light Technology Limited.

August 21, 2024

This is called “incorporation by reference.” We intend to file our definitive proxy statement for our [removed: 2024] [added: 2025] annual meeting of stockholders (the “Proxy Statement”) pursuant to Regulation 14A not later than 120 days after the end of the fiscal year covered by this Annual Report, and certain information to be contained therein is incorporated in this Annual Report by reference.

| [Report of Independent Registered Public Accounting Firm (PCAOB ID [removed: No.](#i8b69ca4ccb2340e1978dfd12f1f3cc6a_145) 34[)](#i8b69ca4ccb2340e1978dfd12f1f3cc6a_145)] [added: No.](#i086372a3eab74addacaf1f489f56fbd9_142) 34[)](#i086372a3eab74addacaf1f489f56fbd9_142)] | | | [removed: [61](#i8b69ca4ccb2340e1978dfd12f1f3cc6a_145)] [added: [60](#i086372a3eab74addacaf1f489f56fbd9_142)] | | |

| [Consolidated Statements of [removed: Operations—Years] [added: Comprehensive Income (Loss)—Years] Ended June [removed: 29, 2024, July 1, 2023 and July 2, 2022](#i8b69ca4ccb2340e1978dfd12f1f3cc6a_148)] [added: 2](#i086372a3eab74addacaf1f489f56fbd9_148)[8](#i086372a3eab74addacaf1f489f56fbd9_148)[, 202](#i086372a3eab74addacaf1f489f56fbd9_148)[5](#i086372a3eab74addacaf1f489f56fbd9_148)[, Ju](#i086372a3eab74addacaf1f489f56fbd9_148)[ne](#i086372a3eab74addacaf1f489f56fbd9_148) [](#i086372a3eab74addacaf1f489f56fbd9_148)[29](#i086372a3eab74addacaf1f489f56fbd9_148)[, 202](#i086372a3eab74addacaf1f489f56fbd9_148)[4](#i086372a3eab74addacaf1f489f56fbd9_148) [and July](#i086372a3eab74addacaf1f489f56fbd9_148) [1](#i086372a3eab74addacaf1f489f56fbd9_148)[, 202](#i086372a3eab74addacaf1f489f56fbd9_148)[3](#i086372a3eab74addacaf1f489f56fbd9_148)] | | | [removed: [64](#i8b69ca4ccb2340e1978dfd12f1f3cc6a_148)] [added: [63](#i086372a3eab74addacaf1f489f56fbd9_148)] | | |

| [Consolidated Statements of Cash Flows—Years Ended June [removed: 29, 2024, July 1, 2023 and July 2, 2022](#i8b69ca4ccb2340e1978dfd12f1f3cc6a_157)] [added: 2](#i086372a3eab74addacaf1f489f56fbd9_154)[8](#i086372a3eab74addacaf1f489f56fbd9_154)[, 202](#i086372a3eab74addacaf1f489f56fbd9_154)[5](#i086372a3eab74addacaf1f489f56fbd9_154)[, Ju](#i086372a3eab74addacaf1f489f56fbd9_154)[ne](#i086372a3eab74addacaf1f489f56fbd9_154) [](#i086372a3eab74addacaf1f489f56fbd9_154)[29](#i086372a3eab74addacaf1f489f56fbd9_154)[, 202](#i086372a3eab74addacaf1f489f56fbd9_154)[4](#i086372a3eab74addacaf1f489f56fbd9_154) [and July](#i086372a3eab74addacaf1f489f56fbd9_154) [1](#i086372a3eab74addacaf1f489f56fbd9_154)[, 202](#i086372a3eab74addacaf1f489f56fbd9_154)[3](#i086372a3eab74addacaf1f489f56fbd9_154)] | | | [removed: [67](#i8b69ca4ccb2340e1978dfd12f1f3cc6a_157)] [added: [65](#i086372a3eab74addacaf1f489f56fbd9_154)] | | |

| [Consolidated Statements of Stockholders’ Equity—Years Ended June [removed: 29, 2024, July 1, 2023 and July 2, 2022](#i8b69ca4ccb2340e1978dfd12f1f3cc6a_160)] [added: 2](#i086372a3eab74addacaf1f489f56fbd9_157)[8](#i086372a3eab74addacaf1f489f56fbd9_157)[, 202](#i086372a3eab74addacaf1f489f56fbd9_157)[5](#i086372a3eab74addacaf1f489f56fbd9_157)[, Ju](#i086372a3eab74addacaf1f489f56fbd9_157)[ne](#i086372a3eab74addacaf1f489f56fbd9_157) [](#i086372a3eab74addacaf1f489f56fbd9_157)[29](#i086372a3eab74addacaf1f489f56fbd9_157)[, 202](#i086372a3eab74addacaf1f489f56fbd9_157)[4](#i086372a3eab74addacaf1f489f56fbd9_157) [and July](#i086372a3eab74addacaf1f489f56fbd9_157) [1](#i086372a3eab74addacaf1f489f56fbd9_157)[, 202](#i086372a3eab74addacaf1f489f56fbd9_157)[3](#i086372a3eab74addacaf1f489f56fbd9_157)] | | | [removed: [69](#i8b69ca4ccb2340e1978dfd12f1f3cc6a_160)] [added: [67](#i086372a3eab74addacaf1f489f56fbd9_157)] | | |

| [Notes to Consolidated Financial [removed: Statements](#i8b69ca4ccb2340e1978dfd12f1f3cc6a_172)] [added: Statements](#i086372a3eab74addacaf1f489f56fbd9_169)] | | | [removed: [70](#i8b69ca4ccb2340e1978dfd12f1f3cc6a_172)] [added: [68](#i086372a3eab74addacaf1f489f56fbd9_169)] | | |

| 4.3 | | | | | | [Form of 0.50% Convertible Senior Note due 2026 (included in Exhibit [removed: 4.](https://www.sec.gov/Archives/edgar/data/1633978/000119312519312875/d839568dex41.htm)[2](https://www.sec.gov/Archives/edgar/data/1633978/000119312519312875/d839568dex41.htm)[).](https://www.sec.gov/Archives/edgar/data/1633978/000119312519312875/d839568dex41.htm)] [added: 4.2).](https://www.sec.gov/Archives/edgar/data/1633978/000119312519312875/d839568dex41.htm)] | | | | | | 8-K | | | | | | 4.2 | | | | | | 12/12/2019 | | | | | | | | |

| [removed: 4.4] [added: 4.5] | | | | | | [Indenture dated March 8, 2022, between Lumentum Holdings Inc. and U.S. Bank Trust Company, National Association](https://www.sec.gov/Archives/edgar/data/1633978/000119312522069350/d287629dex41.htm) | | | | | | 8-K | | | | | | 4.1 | | | | | | 3/8/2022 | | | | | | | | |

| [removed: 4.5] [added: 4.6] | | | | | | [Form of 0.50% Convertible Senior Note due 2028 (included in Exhibit [removed: 4.](https://www.sec.gov/Archives/edgar/data/1633978/000119312522069350/d287629dex41.htm)[4](https://www.sec.gov/Archives/edgar/data/1633978/000119312522069350/d287629dex41.htm)[)](https://www.sec.gov/Archives/edgar/data/1633978/000119312522069350/d287629dex41.htm)] [added: 4.4)](https://www.sec.gov/Archives/edgar/data/1633978/000119312522069350/d287629dex41.htm)] | | | | | | 8-K | | | | | | 4.2 | | | | | | 3/8/2022 | | | | | | | | |

| [removed: 4.6] [added: 4.7] | | | | | | [Indenture, dated June 16, 2023, between Lumentum Holdings Inc. and U.S. Bank Trust Company, National Association.](https://www.sec.gov/Archives/edgar/data/1633978/000119312523168966/d317553dex41.htm) | | | | | | 8-K | | | | | | 4.1 | | | | | | 6/16/2023 | | | | | | | | |

| [removed: 4.7] [added: 4.8] | | | | | | [Form of 1.50% Convertible Senior Note due 2029 (included in Exhibit [removed: 4.](https://www.sec.gov/Archives/edgar/data/1633978/000119312523168966/d317553dex41.htm)[6](https://www.sec.gov/Archives/edgar/data/1633978/000119312523168966/d317553dex41.htm)[).](https://www.sec.gov/Archives/edgar/data/1633978/000119312523168966/d317553dex41.htm)] [added: 4.6).](https://www.sec.gov/Archives/edgar/data/1633978/000119312523168966/d317553dex41.htm)] | | | | | | 8-K | | | | | | 4.2 | | | | | | 6/16/2023 | | | | | | | | |

| 10.4* | | | | | | [2015 Equity Incentive Plan as [removed: amended](https://www.sec.gov/Archives/edgar/data/0001633978/000162828023039654/amendedlumentum-2015eipapp.htm) [and Restated September 15, 2023](https://www.sec.gov/Archives/edgar/data/0001633978/000162828023039654/amendedlumentum-2015eipapp.htm)] [added: amended and Restated](https://www.sec.gov/Archives/edgar/data/0001633978/000162828024048886/amendedlumentum2015eip2024.htm) [N](https://www.sec.gov/Archives/edgar/data/0001633978/000162828024048886/amendedlumentum2015eip2024.htm)[ovember 20, 2024](https://www.sec.gov/Archives/edgar/data/0001633978/000162828024048886/amendedlumentum2015eip2024.htm)] | | | | | | 8-K | | | | | | 10.1 | | | | | | [removed: 11/21/2023] [added: 11/22/2024] | | | | | | | | |

| 10.7* | | | | | | [Amended and [removed: Restated](https://www.sec.gov/Archives/edgar/data/1633978/000162828023037591/amendedchangeincontrolbene.htm) [Change] [added: Restated Change] in Control and Severance Benefits Plan, [removed: effective](https://www.sec.gov/Archives/edgar/data/1633978/000162828023037591/amendedchangeincontrolbene.htm) [August](https://www.sec.gov/Archives/edgar/data/1633978/000162828023037591/amendedchangeincontrolbene.htm) [](https://www.sec.gov/Archives/edgar/data/1633978/000162828023037591/amendedchangeincontrolbene.htm)[22](https://www.sec.gov/Archives/edgar/data/1633978/000162828023037591/amendedchangeincontrolbene.htm)[, 20](https://www.sec.gov/Archives/edgar/data/1633978/000162828023037591/amendedchangeincontrolbene.htm)[2](https://www.sec.gov/Archives/edgar/data/1633978/000162828023037591/amendedchangeincontrolbene.htm)[3](https://www.sec.gov/Archives/edgar/data/1633978/000162828023037591/amendedchangeincontrolbene.htm)] [added: effective August 22, 2023](https://www.sec.gov/Archives/edgar/data/1633978/000162828023037591/amendedchangeincontrolbene.htm)] | | | | | | 10-Q | | | | | | 10.1 | | | | | | 11/8/2023 | | | | | | | | |

| 10.8* | | | | | | [removed: [Employment Agreement for Alan Lowe](https://www.sec.gov/Archives/edgar/data/1633978/000119312515281219/d32457dex104.htm)] [added: [Form of Indemnification Agreement](https://www.sec.gov/Archives/edgar/data/1633978/000162828015007281/lite-092515xex108.htm)] | | | | | | [removed: 8-K] [added: 10-K] | | | | | | [removed: 10.4] [added: 10.8] | | | | | | [removed: 8/6/2015] [added: 9/25/2015] | | | | | | | | |

| [removed: 10.10*] [added: 10.09*] | | | | | | [Offer Letter, by and between the Registrant and Wajid Ali, dated as of January 11, 2019](https://www.sec.gov/Archives/edgar/data/1633978/000163397819000030/exhibit101toq3fy1910q.htm) | | | | | | 10-Q | | | | | | 10.1 | | | | | | 5/7/2019 | | | | | | | | |

| [removed: 10.11*] [added: 10.12*] | | | | | | [Global Performance Unit Award Agreement](https://www.sec.gov/Archives/edgar/data/1633978/000162828023016653/lite-globalpsuawardagreeme.htm) | | | | | | 10-Q | | | | | | 10.1 | | | | | | 5/9/2023 | | | | | | | | |

| [removed: 10.12*] [added: 10.13*] | | | | | | [Global Restricted Stock Unit Award Agreement](https://www.sec.gov/Archives/edgar/data/1633978/000162828023016653/lite-globalrsuawardagreeme.htm) | | | | | | 10-Q | | | | | | 10.2 | | | | | | 5/9/2023 | | | | | | | | |

| 19.1 | | | | | | [Lumentum Holdings Inc. Insider Trading [removed: Policy](https://www.sec.gov/Archives/edgar/data/1633978/000162828024038024/liteq424-ex191insidertradi.htm)] [added: Policy](https://www.sec.gov/Archives/edgar/data/0001633978/000162828024038024/liteq424-ex191insidertradi.htm)] | | | | | | [added: 10-K] | | | | | | [added: 19.1] | | | | | | [added: 8/21/2024] | | | | | | [removed: X] | | |

| 21.1 | | | | | | [Subsidiaries of Lumentum Holdings [removed: Inc.](https://www.sec.gov/Archives/edgar/data/1633978/000162828024038024/liteq424-ex211.htm)] [added: Inc.](https://www.sec.gov/Archives/edgar/data/1633978/000162828025040830/liteq425-ex211.htm)] | | | | | | | | | | | | | | | | | | | | | | | | X | | |

| 23.1 | | | | | | [Consent of Independent Registered Public Accounting Firm (Deloitte & Touche [removed: LLP)](https://www.sec.gov/Archives/edgar/data/1633978/000162828024038024/liteq424-ex231.htm)] [added: LLP)](https://www.sec.gov/Archives/edgar/data/1633978/000162828025040830/liteq425-ex231.htm)] | | | | | | | | | | | | | | | | | | | | | | | | X | | |

| 31.1 | | | | | | [Certification of the Chief Executive Officer pursuant to Securities Exchange Act Rules 13a-14(a) and 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of [removed: 2002.](https://www.sec.gov/Archives/edgar/data/1633978/000162828024038024/liteq424-ex311.htm)] [added: 2002.](https://www.sec.gov/Archives/edgar/data/1633978/000162828025040830/liteq425-ex311.htm)] | | | | | | | | | | | | | | | | | | | | | | | | X | | |

| 31.2 | | | | | | [Certification of the Chief Financial Officer pursuant to Securities Exchange Act Rules 13a-14(a) and 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of [removed: 2002.](https://www.sec.gov/Archives/edgar/data/1633978/000162828024038024/liteq424-ex312.htm)] [added: 2002.](https://www.sec.gov/Archives/edgar/data/1633978/000162828025040830/liteq425-ex312.htm)] | | | | | | | | | | | | | | | | | | | | | | | | X | | |

| 32.1† | | | | | | [Certification of the Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of [removed: 2002.](https://www.sec.gov/Archives/edgar/data/1633978/000162828024038024/liteq424-ex321.htm)] [added: 2002.](https://www.sec.gov/Archives/edgar/data/1633978/000162828025040830/liteq425-ex321.htm)] | | | | | | | | | | | | | | | | | | | | | | | | X | | |

| 32.2† | | | | | | [Certification of the Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of [removed: 2002.](https://www.sec.gov/Archives/edgar/data/1633978/000162828024038024/liteq424-ex322.htm)] [added: 2002.](https://www.sec.gov/Archives/edgar/data/1633978/000162828025040830/liteq425-ex322.htm)] | | | | | | | | | | | | | | | | | | | | | | | | X | | |

| 101 | | | | | | The following financial information from Lumentum Holdings Inc.’s Annual Report on Form 10-K for the fiscal year ended June [removed: 29, 2024] [added: 28, 2025] formatted in Inline XBRL (eXtensible Business Reporting Language): (i) Consolidated Statements of Operations for the fiscal years ended June [added: 28, 2025, June] 29, [removed: 2024, July 1, 2023] [added: 2024] and July [removed: 2, 2022;] [added: 1, 2023;] (ii) Consolidated Statements of Comprehensive Income for the fiscal years ended June [added: 28, 2025, June] 29, [removed: 2024, July 1, 2023] [added: 2024] and July [removed: 2, 2022;] [added: 1, 2023;] (iii) Consolidated Balance Sheets as of June [removed: 29, 2024] [added: 28, 2025] and [removed: July 1, 2023;] [added: June 29, 2024;] (iv) Consolidated Statements of Cash Flows for the fiscal years ended June [added: 28, 2025, June] 29, [removed: 2024,] [added: 2024 and] July 1, 2023 [removed: and July 2, 2022] ; (v) Consolidated Statements of Stockholders’ Equity for the fiscal years ended June [added: 28, 2025, June] 29, [removed: 2024, July 1, 2023] [added: 2024] and July [removed: 2, 2022;] [added: 1, 2023;] and (vi) Notes to the Consolidated Financial Statements | | | | | | | | | | | | | | | | | | | | | | | | X | | |

| 104 | | | | | | The cover page from Lumentum Holdings Inc.’s Annual Report on Form 10-K for the fiscal year ended June [removed: 29, 2024,] [added: 28, 2025,] formatted in Inline XBRL (included as Exhibit 101). | | | | | | | | | | | | | | | | | | | | | | | | X | | |

| [Consolidated Statements of Operations—Years Ended Ju](#i086372a3eab74addacaf1f489f56fbd9_145)[ne](#i086372a3eab74addacaf1f489f56fbd9_145) [2](#i086372a3eab74addacaf1f489f56fbd9_145)[8](#i086372a3eab74addacaf1f489f56fbd9_145)[, 202](#i086372a3eab74addacaf1f489f56fbd9_145)[5](#i086372a3eab74addacaf1f489f56fbd9_145)[, Ju](#i086372a3eab74addacaf1f489f56fbd9_145)[ne](#i086372a3eab74addacaf1f489f56fbd9_145) [](#i086372a3eab74addacaf1f489f56fbd9_145)[29](#i086372a3eab74addacaf1f489f56fbd9_145)[, 202](#i086372a3eab74addacaf1f489f56fbd9_145)[4](#i086372a3eab74addacaf1f489f56fbd9_145) [and July](#i086372a3eab74addacaf1f489f56fbd9_145) [1](#i086372a3eab74addacaf1f489f56fbd9_145)[, 202](#i086372a3eab74addacaf1f489f56fbd9_145)[3](#i086372a3eab74addacaf1f489f56fbd9_145) | | | [62](#i086372a3eab74addacaf1f489f56fbd9_145) | | |

| [Consolidated Balance Sheets—June 2](#i086372a3eab74addacaf1f489f56fbd9_151)[8](#i086372a3eab74addacaf1f489f56fbd9_151)[, 202](#i086372a3eab74addacaf1f489f56fbd9_151)[5](#i086372a3eab74addacaf1f489f56fbd9_151) [and Ju](#i086372a3eab74addacaf1f489f56fbd9_151)[ne](#i086372a3eab74addacaf1f489f56fbd9_151) [](#i086372a3eab74addacaf1f489f56fbd9_151)[29](#i086372a3eab74addacaf1f489f56fbd9_151)[, 202](#i086372a3eab74addacaf1f489f56fbd9_151)[4](#i086372a3eab74addacaf1f489f56fbd9_151) | | | [64](#i086372a3eab74addacaf1f489f56fbd9_151) | | |

| Fiscal year ended June 28, 2025 | | | $ | 0.2 | | | | | | | | | | | $ | 3.4 | | | | | $ | (0.1) | | | | | | | | | | | $ | 3.5 | |

| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| Fiscal year ended June 28, 2025 | | | | | | $ | 490.4 | | | | | $ | 128.6 | | | | | $ | (178.2) | | | | | $ | 440.8 | |

| | | | | | | | | | | | | | | | | | | | | | | | | | | |

| 4.4 | | | | | | [First Supplemental Indenture, dated as of September 25, 2024, to the Indenture, dated December 12, 2019, by and between Lumentum Holdings Inc. and U.S. Bank Trust Company, National Association (as successor in interest to U.S. Bank National Association)](https://www.sec.gov/Archives/edgar/data/0001633978/000162828024046443/lumentum-supplementalinden.htm) | | | | | | 10-Q | | | | | | 4.1 | | | | | | 11/8/2024 | | | | | | | | |

| 10.10* | | | | | | [Offer Letter entered into by Lumentum Holdings Inc. with Michael Hurlston, dated January 28, 2025](https://www.sec.gov/Archives/edgar/data/0001633978/000119312525019371/d842830dex101.htm) | | | | | | 8-K | | | | | | 10.1 | | | | | | 2/3/2025 | | | | | | | | |

| 10.11* | | | | | | [Transition Agreement entered into by Lumentum Holdings Inc. with Alan Lowe, dated February 2, 2025](https://www.sec.gov/Archives/edgar/data/0001633978/000119312525019371/d842830dex102.htm) | | | | | | 8-K | | | | | | 10.2 | | | | | | 2/3/2025 | | | | | | | | |

| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| 10.14* | | | | | | [2025 Inducement Equity Incentive Plan](https://www.sec.gov/Archives/edgar/data/1633978/000119312525021879/d813001dex43.htm) | | | | | | S-8 | | | | | | 4.3 | | | | | | 2/6/2025 | | | | | | | | |

| 10.15* | | | | | | [Form of Restricted Stock Unit Agreement under 2025 Inducement Equity Incentive Plan](https://www.sec.gov/Archives/edgar/data/1633978/000119312525021879/d813001dex44.htm) | | | | | | S-8 | | | | | | 4.4 | | | | | | 2/6/2025 | | | | | | | | |

| 10.16* | | | | | | [Form of Performance Stock Unit Agreement under 2025 Inducement Equity Incentive Plan](https://www.sec.gov/Archives/edgar/data/1633978/000119312525021879/d813001dex45.htm) | | | | | | S-8 | | | | | | 4.5 | | | | | | 2/6/2025 | | | | | | | | |

| 97.1 | | | | | | [Compensation Recovery Policy](https://www.sec.gov/Archives/edgar/data/1633978/000162828025040830/liteq425-ex971.htm) | | | | | | | | | | | | | | | | | | | | | | | | X | | |

| [Consolidated Statements of Comprehensive Income (Loss)—Years Ended June 29, 2024, July 1, 2023 and July 2, 2022](#i8b69ca4ccb2340e1978dfd12f1f3cc6a_151) | | | [65](#i8b69ca4ccb2340e1978dfd12f1f3cc6a_151) | | |

| [Consolidated Balance Sheets—June 29, 2024 and July](#i8b69ca4ccb2340e1978dfd12f1f3cc6a_154) [1, 2023](#i8b69ca4ccb2340e1978dfd12f1f3cc6a_154) | | | [66](#i8b69ca4ccb2340e1978dfd12f1f3cc6a_154) | | |

| Fiscal year ended July 2, 2022 | | | $ | 0.4 | | | | | | | | | | | $ | (0.1) | | | | | $ | (0.3) | | | | | | | | | | | $ | — | |

| Fiscal year ended July 2, 2022 | | | | | | $ | 269.5 | | | | | $ | 5.7 | | | | | $ | (12.1) | | | | | $ | 263.1 | |

| 10.9* | | | | | | [Form of Indemnification Agreement](https://www.sec.gov/Archives/edgar/data/1633978/000162828015007281/lite-092515xex108.htm) | | | | | | 10-K | | | | | | 10.8 | | | | | | 9/25/2015 | | | | | | | | |

| Date: | | | August [removed: 21, 2024] [added: 19, 2025] | | | LUMENTUM HOLDINGS INC. | | | | | |

| /s/ [removed: ALAN LOWE] [added: MICHAEL HURLSTON] | | | | | | President, Chief Executive Officer and Director (principal executive officer) | | | | | | August [removed: 21, 2024] [added: 19, 2025] | | |

| /s/ WAJID ALI | | | | | | Executive Vice President, Chief Financial Officer (principal financial officer) | | | | | | August [removed: 21, 2024] [added: 19, 2025] | | |

| /s/ MATTHEW SEPE | | | | | | Chief Accounting Officer (principal accounting officer) | | | | | | August [removed: 21, 2024] [added: 19, 2025] | | |

| /s/ HAROLD COVERT | | | | | | Director | | | | | | August [removed: 21, 2024] [added: 19, 2025] | | |

| /s/ JULIE JOHNSON | | | | | | Director | | | | | | August [removed: 21, 2024] [added: 19, 2025] | | |

| /s/ PENELOPE HERSCHER | | | | | | Director | | | | | | August [removed: 21, 2024] [added: 19, 2025] | | |

| /s/ BRIAN LILLIE | | | | | | Director | | | | | | August [removed: 21, 2024] [added: 19, 2025] | | |

| /s/ IAN SMALL | | | | | | Director | | | | | | August [removed: 21, 2024] [added: 19, 2025] | | |

| /s/ ISAAC HARRIS | | | | | | Director | | | | | | August [removed: 21, 2024] [added: 19, 2025] | | |

| /s/ PAMELA FLETCHER | | | | | | Director | | | | | | August [removed: 21, 2024] [added: 19, 2025] | | |

| Michael Hurlston | | | | | | | | | | | | | | |

| /s/ PAUL LUNDSTROM | | | | | | Director | | | | | | August 19, 2025 | | |

| Paul Lundstrom | | | | | | | | | | | | | | |

| Alan Lowe | | | | | | | | | | | | | | |

| /s/ JANET WONG | | | | | | Director | | | | | | August 21, 2024 | | |

| Janet Wong | | | | | | | | | | | | | | |