Lumentum Holdings (LITE) 10-K risk factor changes: FY2026 vs FY2025

- unfavorable economic and market conditions, including [removed: the impact of] trade [removed: restrictions or] [added: restrictions, export control laws and customs] regulations, [removed: including tariffs, duties] and [removed: export controls;][added: tariffs;]

- our gross margins and operating margins may vary [removed: overtime;][added: over time;]

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

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

- actions taken by [added: suppliers, customers and] authorized or unauthorized resellers or distributors that adversely affect our reputation or violate import or export regulations;

- our ability to hire and retain key [removed: personnel][added: personnel;]

- our ability to service our current and future debt; [added: and]

- provisions of Delaware law and our certificate of incorporation and bylaws that may make a merger, tender offer or proxy contest difficult; [removed: and]

- exclusive forum provisions in our [removed: bylaws][added: bylaws;]

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

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

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

Throughout [removed: 2025,] [added: 2025 and 2026,] the U.S. imposed a series of tariffs on imported goods.

[removed: While these] [added: These] tariffs [removed: are] [added: were generally] positioned to have the most significant impacts on goods originating from China, [added: but] nearly all countries worldwide [removed: are] [added: were] impacted at levels ranging from 15% to stacked tariffs in excess of 100% in some cases.

[removed: The] [added: While many of the tariffs and surcharges initially proposed were invalidated or expired, the] tariff landscape continues to evolve [removed: daily] and, as a result, the full impact of [removed: these] [added: current or future] tariff measures on our business is uncertain.

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

Outside of the U.S., [added: geopolitical escalations and] 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 [removed: from the] [added: of] U.S. [added: products] into countries such as China, as well as [added: China’s] export control [removed: measures.][added: measures targeting the U.S., Europe and Japan.]

For example, China imposed new export control measures affecting exports of rare earth metals and other critical minerals, limiting our ability to access these [removed: materials.][added: materials, which may limit our ability to produce products, increase our selling and/or manufacturing costs, decrease margins, reduce the competitiveness of our products, reduce customer demand for our products, or inhibit our ability to sell products or purchase necessary equipment and supplies.]

[removed: Additional] [added: Future] changes to the trade policies of the U.S. and China are impossible to predict, [removed: and] [added: but] further changes or escalations [removed: in the] [added: impacting global] trade policies [removed: of one or both countries] may continue to affect our business.

Adverse regulatory activity, such as export controls, economic sanctions and the imposition of heightened trade tariffs both globally and between the United States and China specifically [removed: carries] [added: carry] the risk of negatively impacting overall economic conditions, which could have negative repercussions on our industry and our business.

For example, in the area of investments and mergers and acquisitions, the United States has [removed: recently announced new] [added: implemented] requirements for approval by the United States government of outbound investments; and the approval by China regulatory authorities is required for business combinations of companies that conduct business in China over specific thresholds, regardless of where those businesses are based.

Furthermore, imposition of new or additional tariffs or new or revised [removed: export, import] [added: export] or [removed: doing-business] [added: import] regulations, [removed: including] trade sanctions, [added: or non-tariff barriers to doing business] could cause a decrease in the [removed: demand for, or sales of our products to] [added: demand, from] customers [added: or end-users] located in [removed: China or other customers selling to Chinese end users or] [added: China,] increase the cost for our products, [added: or promote competition from Chinese optical and photonics companies,] which would [removed: directly] [added: adversely] impact our business and results of operations.

[removed: We] [added: While we] have [added: entered into advanced payments to secure orders from some of these suppliers, we have] not entered into long-term agreements with many of these suppliers.

We do not have a guarantee of supply from [added: many of] these suppliers 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 if there is [removed: as] an industry-wide increase in demand for, or the discontinuation of, raw materials used in our products, it could be difficult [added: or impossible] for us, [removed: or we may be unable,] to find an alternative supplier or raw material, in which case our operations could be adversely affected.

For example, China’s [removed: 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.

Our ability to sell our products to a [added: previously] significant customer has been restricted.

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

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

We have [removed: been] [added: been,] and will continue [removed: to] [added: 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, [added: and potentially even] 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.

This cessation of all business activities with Huawei has [removed: negatively impacted] [added: resulted in] our [added: inability to earn] revenue from [removed: Huawei and has negatively impacted our financial condition and results of operations.][added: Huawei.]

Huawei [removed: may seek] [added: has been required] to obtain similar or substitute products from [added: other sources, which may include] our competitors that are not subject to these [removed: restrictions, or to develop similar or substitute products themselves.][added: restrictions.]

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.][added: countries, and we are unable to predict the duration and scope of the restrictions enacted in May 2019 and thereafter.]

Further, customer behaviors have been changing as a result of worldwide macroeconomic factors, 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 [removed: reduced] [added: affected] demand and may continue to [removed: reduce] [added: affect] demand for certain of our products and services.

Our gross [removed: margins, operating] margins and [removed: segment profit] [added: operating margins] are expected to vary, and may be adversely affected in the future by numerous factors, including, but not limited to:

- factors beyond our control such as natural disasters, climate change, acts of war or terrorism, and [added: pandemics and other] public health emergencies;

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

If we are unable to anticipate future technological shifts, market needs, requirements or opportunities, or fail to develop and introduce new products, product enhancements, [added: manufacturing] or [added: supply chain capacity, 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.

- our ability to sell to a significant customer;

- our ability to timely adapt to changes in laws, regulations, administrative procedures and regulators’ expectations, including those related to U.S. and international import laws and export controls;

Risks Related to Our Indebtedness

- our current and future indebtedness, which may limit our operating flexibility or otherwise affect our business

- the potential impact of the hedging activity of the 2032 Capped Call Counterparties on the market price of our common stock; and

- counterparty risk with respect to the 2032 Capped Call Options

For example, on April 14, 2025, the Secretary of Commerce initiated an investigation under Section 232 of the Trade Expansion Act of 1962 to determine the effects on U.S. national security of imports of semiconductors, semiconductor manufacturing equipment, and their derivative products, including semiconductor substrates and bare wafers, legacy chips, leading-edge chips, microelectronics, and other components.

Similarly, the U.S. government has initiated additional investigations that could result in tariffs or other trade restrictions affecting our operations, supply chain, customers, or markets.

These include Section 232 investigations concerning processed critical minerals and their derivative products and robotics and industrial machinery, as well as Section 301 investigations concerning structural excess capacity and production in manufacturing sectors in certain foreign economies that have failed to adopt or effectively enforce forced labor prohibitions.

Although these investigations are currently at different stages, they all may result in additional tariffs or trade restrictions, which could adversely impact our business.

We may take actions to mitigate the impact of increases in tariffs and changes in trade policies, and any such actions could result in additional costs, manufacturing delays, or other difficulties, as well as additional risks, and may not be effective.

Any of the effects described in this risk factor could have an adverse effect on our business, results of operations, or financial condition.

Similarly, China restricted exports to Japan, which affected our substrate supply chain globally.

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

China has also banned the sale of products that it deems to pose security risks to China's information and infrastructure supply chain and national security.

Therefore, we may never recover this demand even if such export restrictions ease.

BIS continues to add entities to the list of restricted parties and may expand restrictions to other customers or otherwise restrict our ability to ship products.

In addition, if we are unable to satisfy customer demand and customers are required to purchase products from our competitors, they may shift immediate and future purchases to such competitors, which could harm our customer relationships and adversely impact our access to certain end markets.

- changes in or limitations imposed by trade protection laws or other regulatory orders or requirements in the United States or in other countries;

- the restrictions in China on the export of indium, gallium, germanium and other rare earth metals and critical minerals; and other retaliatory responses in the trade policies of the U.S. or foreign governments;

Any similar disruptions in the future would likely adversely affect our operating results and financial condition.

Changes in demand and customer requirements for our products may be difficult to forecast.

We may be unable to increase our manufacturing capacity to meet future demand, or we may experience difficulties in generating and maintaining demand to optimize our manufacturing capacity.

If we are unable to align supply with demand, it could have an adverse effect on our business, results of operations, or financial condition.

We operate in a market where demand can fluctuate rapidly and we may not be able to predict or quickly respond to trends in the dynamics of our markets and our customers or changes in customer demand, which could negatively impact our gross margins.

Although AI is a relatively new demand driver for our products, it is evolving rapidly, and the expected timing and amount of investments related to AI can change significantly.

As a result, it may be difficult to accurately forecast such demand and we may incur costs in anticipation of demand that ultimately does not materialize.

We manufacture and purchase or commit to supplies based on forecasts of demand from our customers.

If we overestimate demand, or if customers cancel or defer orders, change requirements or choose to purchase from our competitors, we may not be able to utilize on-hand inventory or reduce purchase commitments accordingly.

If demand does materialize, but is lower than expected, we may not be able to reduce our costs in response, which would adversely impact our gross margins.

We have experienced pressure on margins and profitability due to lower average selling prices, increase prices for certain products, price increase on certain products as a result of our supplier cost increases, inventory write-downs, cancellation penalties, and impairments charges, and may incur similar costs, charges and pressure on margins and profitability in the future.

Our ability to meet demand is influenced by numerous factors, including changes in product development cycles, ramping technologies, and evolving customer requirements.

Our ability to increase supply of our products is especially dependent on our ability to increase our manufacturing capacity, both at our own facilities and those of our contract manufacturers.

Our ability to increase production is subject to a number of uncertainties inherent in all new manufacturing operations, including ongoing compliance with regulatory requirements, procurement and maintenance of construction, environmental and operational licenses and approvals for additional expansion, clean-room capacity, supply chain constraints, hiring, training and retention of qualified employees, implementing highly complex manufacturing processes, and the pace of bringing production equipment and processes online with the capability to manufacture high-quality products.

We may also face difficulties in optimizing our manufacturing capacity, which may result in underutilization of our manufacturing facilities and excess inventory of our manufactured products.

If we experience any issues or delays in increasing production capacity in our current or new manufacturing facilities or generating and maintaining demand for our products we manufacture there, our business, prospects, operating results and financial condition may be harmed.

If demand exceeds our forecasts, we may be unable to scale and increase supply sufficiently to meet such demand, which could result in a loss of revenue, decisions about manufacturing priorities, decisions on supply allocation, damage to customer relationships, legal or other disputes, loss of business and market share to competitors, and loss of future opportunities.

If we are unable to successfully identify, acquire and integrate suitable businesses, our operating results and prospects could be harmed, and any businesses we acquire may not perform as expected or be effectively integrated.

We may expend significant cash or incur substantial debt to finance such acquisitions, and such indebtedness may restrict our business or require the use of available cash to make interest and principal payments.

In addition, we may finance or otherwise complete acquisitions by issuing equity or convertible debt securities, which may result in dilution to our stockholders, or if such convertible debt securities are not converted, significant cash outlays.

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

- changes in laws and the adoption and interpretation of administrative rules and regulations, including U.S. and international customs and export regulations;

For example, the Chinese government adopted a law that would restrict purchases from suppliers deemed to be “unreliable suppliers.” In May 2023, the Cyberspace Administration of China banned the sale of products from Micron Technology to certain entities in China and stated that such products pose significant security risks to China's critical information infrastructure supply chain and national security.

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.

Unstable market and economic conditions and adverse developments with respect to financial institutions and associated liquidity risk may have serious adverse consequences on our business and financial condition.

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

The failure of any bank or financial institution in which we deposit our funds or assets could reduce the amount of cash we have available for our operations or delay our ability to access such funds.

Any such failure may increase the possibility of a sustained deterioration of financial market liquidity.

The value of our investment portfolio could also be impacted if we hold debt instruments which were issued by any institutions that fail or become illiquid.

Our ability to obtain raw materials for our supply chain and collections of cash from sales may be unduly impacted if any of our vendors or customers are affected by illiquidity events.

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

- changes in or limitations imposed by trade protection laws or other regulatory orders or requirements in the United States or in other countries, including 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 germanium and other rare earth metals and critical minerals; and other 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

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

- markets for 5G infrastructure not developing in the manner or in the time periods we anticipate, including as a result of unfavorable developments with evolving laws and regulations worldwide;

There has been an increased focus on corporate social and environmental responsibility in our industry.

As a result, a number of our customers may adopt policies that include social and environmental responsibility provisions that their suppliers should comply with.

These provisions may be difficult and expensive to comply with, given the complexity of our supply chain.

We may be unable to cause our suppliers or contract manufacturers to comply with these provisions which may adversely affect our relationships with customers.

We face a number of risks related to pursuing strategic transactions.

Even if we do identify acquisitions or enter into agreements with respect to such acquisitions, we may not be able to complete the acquisition due to regulatory requirements or restrictions, competition, or other reasons.

If we are unable to identify suitable targets or complete acquisitions, our growth prospects may suffer, and we may not be able to realize sufficient scale and technological advantages to compete effectively in all markets.

In connection with acquisitions, risks to us and our business include:

- diversion of management’s attention from normal daily operations of the business;

We have also faced litigation in connection with acquisitions, some of which continues following the consummation of the acquisition.

Such litigation may be costly and diverts management time and attention.

We may be unable to successfully implement our acquisitions strategy or integrate acquired companies and personnel with existing operations.

- insufficient net revenue or unexpected expenses that negatively impact our margins and profitability;

- unexpected expenses for cost of litigation or other legal proceedings related to the acquisition or the acquired company;

- coordinating new product and process development;

- increasing complexity from combining operations, including administrative functions, finance and human resources;

- difficulties in coordinating and integrating geographically separated personnel, organizations, systems and facilities;

- difficulty managing customer transitions or entering into new markets;

- diversion of management’s attention from other business concerns;

- dilution of our current stockholders as a result of any issuance of equity securities as acquisition consideration;

- expenditure of cash that would otherwise be available to operate our business; and

- indebtedness on terms that are unfavorable to us, limit our operational flexibility or that we are unable to repay.

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.

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

We are a [removed: leading] [added: global leader in optical and photonic technologies and an industry-leading] provider of optical and photonic products [removed: and are recognized as an industry leader] based on revenue and market share.

The use of LiDAR and in-cabin 3D sensing in automobile and delivery vehicles [added: will] over time significantly [removed: adds] [added: add] to our long-term market opportunity.

[removed: We have] [added: Prior to fiscal year 2026, we operated in] two reportable [removed: segments,] [added: segments:] Cloud & Networking and Industrial Tech.

[removed: Our Cloud & Networking products comprise a comprehensive portfolio of optical] [added: Components represent foundational parts that support or enable that system’s operation] and [removed: photonic chips, components, modules,] [added: include optical chips] and subsystems [added: that are] supplied to cloud data center operators, AI/ML infrastructure providers, and network equipment manufacturer [removed: customers who are building cloud data center and network infrastructures.][added: customers.]

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

Demand for our products is fueled by the ongoing expansion of network capacity required to support cloud [removed: and] services, AI/ML processing, streaming video, video conferencing, wireless and mobile connectivity, and the internet of things (“IoT”).

In [removed: the industrial manufacturing market,] [added: addition,] our [removed: lasers] [added: industrial laser products] are [removed: embedded in machine tools] used for precision material processing across diverse industries, including semiconductor and microelectronics fabrication, electric vehicle and battery production, metal cutting and welding, and advanced [removed: manufacturing.][added: manufacturing that emphasize greater manufacturing precision, flexibility, and sustainability.]

[removed: On] [added: In] November [removed: 7, 2023 (the “Closing date”),] [added: 2023,] we completed the acquisition of Cloud [removed: Light.][added: Light Technology Limited (“Cloud Light”).]

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

[removed: In addition, through] [added: 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 [removed: been] able to fully recover costs, such as underutilized manufacturing capacity.

However, [removed: during] [added: beginning in the first quarter of] fiscal year 2025, network equipment manufacturers [removed: continued to normalize] [added: normalized] inventory [removed: levels] [added: levels;] and [added: since then,] we [removed: saw] [added: have seen] increasing demand from AI and cloud customers as they continue to expand their data [removed: centers.][added: centers, driven in part by the continued advances in cloud and AI infrastructure.]

[removed: The Company is] [added: We are] actively monitoring and assessing the global trade environment, particularly with respect to [removed: recent changes and] [added: various] proposed [added: and enacted] changes in tariff regulations and trade restrictions.

For more information on risks associated with supply chain constraints and customer inventory, [added: as well as tariffs and other trade restrictions,] refer to Item 1A “Risk Factors” of this Annual Report.

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

To the extent there are differences between these estimates, judgments or assumptions and actual results, [removed: these difference will affect] our financial [removed: statements.][added: statements will be affected.]

Our revenue arrangements do not contain significant financing [removed: components as our standard payment terms are less than one year.][added: components.]

If a customer pays consideration, or we have a right to an amount of consideration that is unconditional before we transfer a good or service to the customer, those amounts are classified as deferred revenue or deposits received from customers which are included in other current liabilities or other long-term liabilities when the payment is [removed: made or it is due, whichever is earlier.][added: made.]

The following table reflects the changes in contract balances as of June [removed: 28, 2025] [added: 27, 2026] (*in millions, except percentages*):

| Contract balances | | | Balance sheet location | | | June [removed: 28, 2025] [added: 27, 2026] | | | | | | June [removed: 29, 2024] [added: 28, 2025] | | | | | | Change | | | | | | Percentage Change | | |

| Accounts receivable, net | | | Accounts receivable, net | | | $ | [removed: 250.0] [added: 520.3] | | | | | $ | [removed: 194.7] [added: 250.0] | | | | | $ | [removed: 55.3] [added: 270.3] | | | | | [removed: 28.4] [added: 108.1] | | % |

| Deferred revenue and customer deposits | | | Other current liabilities | | | $ | [removed: 0.7] [added: 15.4] | | | | | $ | [removed: 0.6] [added: 0.7] | | | | | $ | [removed: 0.1] [added: 14.7] | | | | | [removed: 16.7] [added: n/a] | | [removed: %] |

We disaggregate revenue by geography and by [added: type of] product.

We do not present other levels of disaggregation, such as by [removed: type of products,] customer, markets, contracts, duration of contracts, timing of transfer of control and sales channels, as this information is not used by our Chief Operating Decision Maker (“CODM”) to manage the business.

[removed: We] [added: In considering the need for valuation allowance, we] consider future growth, forecasted [removed: earnings,] [added: earnings including] future taxable income, the mix of earnings in the jurisdictions in which we operate, historical [removed: earnings,] [added: earnings including historical earnings adjusted for non-recurring items,] taxable income in prior years, if carry-back is permitted under the law, and prudent and feasible tax planning [removed: strategies in determining the need for a valuation allowance.][added: strategies.]

In the event we [removed: were to] determine that we would not be able to realize all or part of our net deferred tax assets in the future, an adjustment to the deferred tax assets valuation allowance would be charged to earnings in the period in which we make such a determination, or goodwill would be adjusted at our final determination of the valuation allowance related to an acquisition within the measurement period.

[removed: If] [added: Conversely, if] we later determine that it is more likely than not that [added: all or a portion of] the net deferred tax assets [removed: would] [added: will] be realized, we would reverse the applicable portion of the previously [removed: provided] [added: established] valuation [removed: allowance as an adjustment to earnings at such time.][added: allowance.]

Changes to these [removed: estimates or a change] [added: estimates, including changes] in judgment [added: regarding the realizability of deferred tax assets and the need for or release of valuation allowances,] may have a material impact on our tax [removed: provision] [added: provision, net income, and effective tax rate] in a future period.

The qualitative factors we assess include long-term prospects of our performance, share price trends and market capitalization, and [removed: Company] [added: events] specific [removed: events.][added: to us.]

*This section of this Form 10-K generally discusses fiscal year [removed: 2025] [added: 2026] compared to fiscal year [removed: 2024.][added: 2025.]

The comparison of the fiscal year [removed: 2024] [added: 2025] results with the fiscal year [removed: 2023] [added: 2024] 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 [removed: the Company’s] [added: our] fiscal year [removed: 2024] [added: 2025] Annual Report within Part II, Item 7 of Form 10-K, filed on August [removed: 21, 2024.*][added: 19, 2025.*]

| | | | June [removed: 28, 2025] [added: 27, 2026] | | | | | | June [removed: 29, 2024] [added: 28, 2025] | | | | | | [removed: July 1, 2023] [added: June 29, 2024] | | |

| [removed: Segment net revenue:] [added: Net revenue by type of products:] | | | | | | | | | | | | | | | | | |

| Cost of sales | | | [removed: 67.0] [added: 55.7] | | | | | | [removed: 75.3] [added: 67.0] | | | | | | [removed: 63.0] [added: 75.3] | | |

| Amortization of acquired developed intangibles | | | [removed: 5.0] [added: 2.6] | | | | | | [removed: 6.2] [added: 5.0] | | | | | | [removed: 4.8] [added: 6.2] | | |

| Gross profit | | | [removed: 28.0] [added: 41.7] | | | | | | [removed: 18.5] [added: 28.0] | | | | | | [removed: 32.2] [added: 18.5] | | |

| Research and development | | | [removed: 18.5] [added: 11.8] | | | | | | [removed: 22.2] [added: 18.5] | | | | | | [removed: 17.4] [added: 22.2] | | |

| Selling, general and administrative | | | [removed: 21.2] [added: 12.1] | | | | | | [removed: 22.9] [added: 21.2] | | | | | | [removed: 19.7] [added: 22.9] | | |

| Restructuring and related charges | | | [removed: 1.4] [added: 0.4] | | | | | | [removed: 5.3] [added: 1.4] | | | | | | [removed: 1.6] [added: 5.3] | | |

| Gain on sale of facility | | | [removed: (2.1)] [added: —] | | | | | | [removed: —] [added: (2.1)] | | | | | | — | | |

We disaggregate revenue by type of product, which are Components and Systems, and by geography.

A Components product is defined as one of the individual building blocks that goes into creating a larger solution.

It is typically not a complete solution on its own but rather a specialized element that enables system functionality.

This includes semiconductor laser chips, laser sub-assemblies, line subsystems and wavelength management systems.

These are supplied to customers who then integrate them into their own full system solutions.

A Systems product is defined as a complete, stand-alone solution that delivers full functionality to the end customer.

It is typically self-contained and ready to operate within a customer’s network or application environment.

This includes optical modules, optical circuit switches, and industrial lasers such as short-pulse solid-state lasers and kilowatt-class fiber lasers.

These products integrate multiple technologies and subsystems into a finished solution that directly addresses a customer’s needs.

A system represents the end-product that can be deployed and used independently.

Operating Segment Information

During the first quarter of fiscal year 2026, we implemented a reorganization and are now managed as a single, integrated enterprise.

A unified management team oversees operations across the entire company rather than through discrete operating segments.

The Chief Operating Decision Maker (“CODM”) is our Chief Executive Officer, who reviews financial information presented as a single enterprise to allocate resources and evaluate financial performance.

The CODM assesses performance and allocates resources based on consolidated net (loss) income from our consolidated statements of operations.

This metric is used to set budgets, evaluate performance, review actual results, and determine whether to reinvest profits, pursue acquisitions, or make other capital management decisions.

Segment expenses are reflected in our consolidated statements of operations and cash flows, while segment assets are measured through the consolidated assets on the consolidated balance sheets.

Accordingly, we operate in a single reporting segment.

Comparative prior-period segment information has been updated to reflect this structure, with no impact on previously reported consolidated results of operations, financial position or cash flows.

Industry Conditions

This demand is outpacing our current supply which has required us to make decisions on supply allocation.

We are investing in manufacturing capacity, both internally and with contract manufacturers, to meet demand.

| Deferred revenue and customer deposits | | | Other non-current liabilities | | | $ | 1.4 | | | | | $ | — | | | | | $ | 1.4 | | | | | n/a | | |

A release of valuation allowance decreases our income tax expense in the period of release, increases our net income, and reduces our effective tax rate.

Such releases may be material to our financial statements depending on the size of the deferred tax assets involved.

In the fourth quarter of fiscal year 2026, we released $236.3 million of valuation allowance on the majority of our U.S. federal and state deferred tax assets after we considered all available positive and negative evidence.

As of June 27, 2026, we have a cumulative U.S. loss for the 3-year period on the basis of pretax income adjusted for recurring permanent book-to-tax differences.

The cumulative loss is driven by the loss on debt extinguishment of $7,756.6 million.

Because of this cumulative U.S. loss, we developed an objectively verifiable estimate of future taxable income based upon our recent U.S. operating results which excluded the loss on debt extinguishment.

In other words, we would have had cumulative U.S. income for the 3-year period based on our pretax income adjusted for recurring permanent book-to-tax differences without the loss on debt extinguishment.

Additional positive evidence that we have considered in our assessment of the need for a valuation allowance included existing contracts and firm sales backlog, as well as utilization of more U.S. tax attribute than generated which reduces our U.S. federal and state net deferred tax assets.

Based upon this objectively verifiable estimate of future income, our U.S. deferred tax assets are more likely than not to be realized prior to expiration with the exception of federal foreign tax credit carryforwards and California research and development credit carryforwards.

We continued to maintain valuation allowances against these deferred tax assets because, based on their character, jurisdiction, applicable utilization limitations, and expiration periods, it is more likely than not that they will not be utilized in the future.

As of the end of fiscal year 2026, we maintained an $81.4 million valuation allowance on these U.S. deferred tax assets.

In the fourth quarter of fiscal year 2025, we released $153.1 million of valuation allowances on our United Kingdom (“U.K.”) deferred tax assets after we considered all available positive and negative evidence related to our U.K. subsidiary.

We analyzed the U.K. subsidiary’s historical operating results, projected future taxable income, tax planning strategies, and reversals of deferred tax liabilities, and determined that the weight of available objectively verifiable positive evidence supported the realizability of the U.K. deferred tax assets.

In weighing the available evidence, more weight was placed upon our forecasts of future taxable income than on the history of pre-tax losses as such losses were generated under our prior U.K. business operating model which will no longer be in effect beginning with fiscal year 2026, and the guarantee of a positive operating margin as we effectuated an internal restructuring at the end of fiscal year 2025.

Further, the most significant deferred tax asset in the U.K. is the net operating loss carryforward.

Under the U.K. tax law, net operating losses may be carried forward indefinitely, and we have considered the indefinite carryforward period to be positive evidence.

| Components | | | 66.5 | | % | | | | 67.9 | | % | | | | 60.5 | | % |

Additionally, we expect 3D-enabled machine vision solutions to expand significantly in industrial applications in the coming years.

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

The CODM regularly reviews operating results to make decisions about resources to be allocated to the segments and to assess their performance.

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

Segment profit includes operating expenses directly managed by operating segments, including research and development, and direct sales and marketing expenses.

Segment profit does not include stock-based compensation, acquisition or integration related costs, amortization and impairment of acquisition-related intangible assets, restructuring and related charges, and certain other charges.

Additionally, we do not allocate certain marketing and general and administrative expenses, as these expenses are not directly attributable to our operating segments.

Cloud & Networking

Industrial Tech

Our Industrial Tech products include short-pulse solid-state lasers, kilowatt-class fiber lasers, diode lasers, and gas lasers, serving a wide range of end-markets applications.

In the consumer market, our laser light sources are integrated into customers’ 3D sensing cameras, primarily used in mobile devices.

Adoption of our Industrial Tech products is driven by the need to advance semiconductor and microelectronics technology roadmaps and by Industry 4.0 and 5.0 trends that emphasize greater manufacturing precision, flexibility, and sustainability.

Cloud Light Acquisition

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

This acquisition 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.

On the Closing date, we paid $705.0 million of total cash consideration to Cloud Light.

Additionally, each of Cloud Light’s outstanding options was exchanged for a combination of cash and options to acquire Lumentum common stock having equivalent value (the “replacement options”).

These replacement options have a total fair value of $38.9 million as of the Closing date, of which $23.5 million attributable to pre-acquisition service is recorded as part of the purchase price consideration and the remaining $15.4 million is recorded as post-acquisition stock-based compensation expense over the vesting period of three years from the Closing date.

We also incurred a total of $9.6 million of merger-related costs, representing professional and other direct acquisition costs, which was recorded as general and administrative expense in the consolidated statement of operations for the year ended June 29, 2024.

Refer to “Note 4.

Business Combination” to the consolidated financial statements for additional information.

Supply Chain and Inventory Management

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.

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 entered into vendor managed inventory (“VMI”) programs with our customers.

Under these arrangements, we receive purchase orders from our customers, and the inventory is shipped to the VMI location upon receipt of the purchase order.

The customer then pulls the inventory from the VMI hub based on its production needs.

Revenue under VMI programs is recognized when control transfers to the customer, which is generally once the customer pulls the inventory from the hub.

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

| | | | Years Ended | | | | | | | | | | | | | | |

| Cloud & Networking | | | 85.8 | | % | | | | 79.8 | | % | | | | 74.8 | | % |

| Industrial Tech | | | 14.2 | | | | | | 20.2 | | | | | | 25.2 | | |

| Cloud & Networking | | | $ | 1,410.8 | | | | | $ | 1,084.9 | | | | | $ | 325.9 | | | | | 30.0 | | % | | | | $ | 1,084.9 | | | | | $ | 1,322.5 | | | | | $ | (237.6) | | | | | (18.0) | | % |

| Industrial Tech | | | 234.2 | | | | | | 274.3 | | | | | | (40.1) | | | | | | (14.6) | | | | | | 274.3 | | | | | | 444.5 | | | | | | (170.2) | | | | | | (38.3) | | |

Net revenue increased by $285.8 million, or 21.0%, during fiscal year 2025 as compared to fiscal year 2024, due to a $325.9 million increase in Cloud & Networking net revenue offset by a $40.1 million decrease in Industrial Tech net revenue.

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.

Due to the impact of changes in foreign currency exchange rates between the U.S. Dollar and foreign currencies, we recorded foreign exchange [removed: loss] [added: losses] of [removed: $4.2] [added: $0.5] million in fiscal year [removed: 2025,] [added: 2026,] foreign exchange [removed: gains] [added: losses] of [removed: $0.8] [added: $4.2] million in fiscal year [removed: 2024] [added: 2025] and foreign exchange [removed: losses] [added: gains] of [removed: $7.0] [added: $0.8] million in fiscal year [removed: 2023] [added: 2024] in the consolidated statements of operations.

Although we sell primarily in the U.S. Dollar, we have foreign currency exchange risks related to our expenses denominated in currencies other than the U.S. Dollar, principally the Chinese Yuan, Canadian Dollar, Thai Baht, Japanese Yen, [added: Hong Kong Dollar,] UK Pound, Swiss Franc, [removed: Euro] and [removed: Brazilian Real.][added: Euro.]

We are exposed to equity price risk related to the conversion options embedded in our [added: 2032 Notes,] 2029 Notes, 2028 Notes and 2026 Notes.

We issued the [added: 2032 Notes in September 2025,] 2029 Notes in June 2023, the 2028 Notes in March 2022 and the 2026 Notes in December [removed: 2019 with an aggregate principal amount of $603.7 million, $861.0 million and $1,050.0 million, respectively.][added: 2019.]

[removed: The] [added: As of June 27, 2026, the aggregate principal amounts of the 2032 Notes,] 2029 Notes, 2028 Notes and 2026 Notes [added: is $1,265.0 million, $54.9 million, $179.6 million, $54.8 million, respectively, and] bear interest at a rate of [added: 0.375%,] 1.50%, 0.50% and 0.50% per year, respectively.

The [added: 2032 Notes,] 2029 Notes, 2028 Notes and 2026 Notes will mature on [added: March 15, 2032,] December 15, 2029, June 15, 2028 and December 15, 2026, respectively, unless earlier repurchased by us or converted pursuant to their terms, at a conversion price of approximately [added: $187.77 per share for the 2032 Notes,] $69.54 per share for the 2029 Notes, $131.03 per share for the 2028 Notes and $99.29 per share for the 2026 Notes.

As of June [removed: 28, 2025,] [added: 27, 2026,] we had cash, cash equivalents, and short-term investments of [removed: $877.1] [added: $2,738.4] million.

As of June [removed: 28, 2025,] [added: 27, 2026,] the weighted-average life of our investment portfolio was approximately [removed: eleven] [added: twelve] months.

Based on our investment portfolio balance as of June [removed: 28, 2025,] [added: 27, 2026,] 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: $3.4] [added: $7.4] 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: $1.7] [added: $3.6] million.

As of June [removed: 28, 2025,] [added: 27, 2026,] we had approximately [removed: $349.5] [added: $635.9] million of unrestricted cash (excluding cash equivalents) in operating accounts that are held with domestic and international financial institutions.

In fiscal year 2026, we have equitized $209.7 million, $650.4 million and $264.8 million in aggregate principal amount of 2029 Notes, 2028 Notes, and 2026 Notes respectively.

In fiscal year 2026, we have settled early conversions which also reduced $339.1 million, $31.0 million, and $149.3 million in aggregate principal amount of the 2029 Notes, 2028 Notes, and 2026 Notes respectively.

In connection with the issuance of the 2032 Notes, we entered into the 2032 Capped Call Options with the 2032 Capped Call Counterparties.

The cap price of the 2032 Capped Call Options was initially $268.24 per share, and is subject to certain adjustments under the terms of the 2032 Capped Call Options.

To the extent the market price per share of our common stock, as measured under the terms of the 2032 Capped Call Options, exceeds the cap price of the 2032 Capped Call Options, there would be dilution and/or there would not be an offset of any potential cash payments in excess of the principal amounts of converted 2032 Notes, in each case, to the extent that such market price exceeds the cap price of the 2032 Capped Call Options.

On December 19, 2025, we entered into a Credit Agreement providing for a senior secured revolving credit facility in an aggregate principal amount of $400.0 million, including a $23.0 million sublimit for the issuance of letters of credit.

At our option, borrowings bears interest at a variable rate tied to either a base rate or a term Secured Overnight Financing Rate, plus, in each case, a margin based on our secured net leverage ratio.

Consequently, our interest expense could fluctuate due to the variable interest rates applicable to any borrowing under the Credit Agreement.

As of June 27, 2026, there were no borrowings outstanding under the Credit Agreement.

The 2029 Notes, 2028 Notes and 2026 Notes are carried at face value less issuance costs on the condensed consolidated balance sheet.

Lumentum Holdings Inc. (“we,” “us,” “our”, “Lumentum” or the “Company”) is a [removed: leading] [added: global leader in optical and photonic technologies and an industry-leading] provider of optical and photonic products [removed: and is recognized as an industry leader] based on revenue and market share.

[removed: Our Cloud & Networking products comprise a comprehensive portfolio of optical] [added: Components represent foundational parts that support or enable that system’s operation] and [removed: photonic chips, components, modules,] [added: include optical chips] and subsystems [added: that are] supplied to cloud data center operators, AI/ML infrastructure providers, and network equipment manufacturer [removed: customers who are building cloud data center and network infrastructures.][added: customers.]

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

Demand for our products is fueled by the ongoing expansion of network capacity required to support cloud [removed: and] services, AI/ML processing, streaming video, video conferencing, wireless and mobile connectivity, and the internet of things (“IoT”).

In the consumer [added: electronics] market, our laser light sources are [removed: integrated into customers’] [added: integral components of] 3D sensing [removed: cameras, primarily] [added: cameras] used in [removed: mobile] [added: smartphones, computers, and other consumer electronics] devices.

In [removed: the industrial manufacturing market,] [added: addition,] our [removed: lasers] [added: industrial laser products] are [removed: embedded in machine tools] used for precision material processing across diverse industries, including semiconductor and microelectronics fabrication, electric vehicle and battery production, metal cutting and welding, and advanced [removed: manufacturing.][added: manufacturing that emphasize greater manufacturing precision, flexibility, and sustainability.]

[removed: We] [added: Our headquarters are located in San Jose, California, and we] have manufacturing capabilities and facilities in North America, [removed: Asia-Pacific] [added: Asia-Pacific,] and Europe.

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

These [removed: additions] [added: acquisitions have enhanced our product portfolio,] broadened our revenue mix and strengthened our position to meet the evolving needs of our customers.

[removed: Lumentum's] [added: Our] products and technologies are at the forefront of these trends, engineered to support increased data volumes and computational loads while meeting the industry's need for advanced network capabilities.

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

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

[removed: In addition, through] [added: 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 [removed: been] able to fully recover costs, such as underutilized manufacturing capacity.

However, [removed: during] [added: beginning in the first quarter of] fiscal year 2025, network equipment manufacturers [removed: continued to normalize] [added: normalized] inventory [removed: levels] [added: levels;] and [added: since then,] we [removed: saw] [added: have seen] increasing demand from AI and cloud customers as they continue to expand their data [removed: centers.][added: centers, driven in part by the continued advances in cloud and AI infrastructure.]

[removed: The Company is] [added: We are] actively monitoring and assessing the global trade environment, particularly with respect to [removed: recent changes and] [added: various] proposed [added: and enacted] changes in tariff regulations and trade restrictions.

For more information on risks associated with supply chain constraints and customer inventory, [added: as well as tariffs and other trade restrictions,] refer to Item 1A “Risk Factors” of this Annual Report.

[removed: *Markets*][added: Markets]

We maintain leading market positions in [removed: the] [added: our] fast-growing [removed: Cloud & Networking] [added: optical networking] markets through our extensive product and technology portfolio and close relationships with a wide range of [removed: market leading] [added: market-leading] customers.

We provide a wide range of optical and photonic components, modules, and subsystems [removed: to] [added: that] support [removed: the high-speed] [added: high-speed, high-capacity] transmission of data over [removed: high-capacity] fiber optic links in cloud data [removed: center,] [added: centers,] AI/ML, enterprise and communications services [removed: networking applications.][added: networking.]

[removed: Customers] [added: Our customers] include cloud and network service providers, AI infrastructure providers, and network equipment manufacturers (“NEMs”).

Within [removed: cloud] data [removed: center, AI/ML,] [added: center] and [removed: enterprise] [added: AI/M] applications, our products [removed: are used in the] [added: enable] high-speed interconnection [removed: of] [added: across] networked servers, AI accelerators, storage, and switches.

Within communication service provider [removed: networking] applications, our products [removed: are used in the infrastructure for] [added: support] high-capacity access (local), metro (intracity), long-haul (city-to-city and worldwide) and submarine (undersea) optical networks.

[removed: *Trends*][added: Trends]

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

The immense computational demands of training and running AI models are [removed: driving a shift to high-speed photonics] [added: shifting infrastructure] from traditional [removed: electrical interconnects.][added: copper interconnects to high-speed photonics.]

[removed: Additionally, the] [added: Concurrently,] surging data traffic [removed: generated by] [added: from] video streaming, search engines, e-commerce, and [removed: other] cloud services [removed: fuels] [added: continues to fuel] the [removed: expansion of] data center [removed: infrastructure.][added: expansion.]

Photonic solutions offer substantial advantages over [removed: electrical] [added: copper] connections, including [removed: ultra-fast] [added: ultra-fast, high-volume] data transmission [removed: at higher volumes] and reduced [removed: susceptibility to] electromagnetic [removed: interference.][added: interference, enabling data traffic to continue to scale to accelerate AI model training and enhance high-performance computing (“HPC”) efficiency.]

To address these challenges, web-scale companies are [removed: investing heavily in optical hardware solutions, including high-speed] [added: adopting distinct] optical [removed: transceivers.][added: architectures:]

[removed: A key innovation within data center photonics is] [added: This includes] the adoption of 200G lane speed optical [removed: components, which] [added: components that] double data transfer rates compared to traditional 100G lanes.

[removed: To] [added: - Scale-Across DCI Solutions: High-speed data center interconnects (“DCIs”) are constructed to] enable [removed: seamless] [added: seamless, low-latency] data exchange [removed: between] [added: across] geographically dispersed data center [removed: units, high-speed data center interconnects (“DCIs”) are being constructed.][added: units.]

[removed: DCI technology] [added: This scale-across capability] optimizes resource utilization by allowing cloud [removed: data centers] [added: operators] to leverage [added: and balance] computing power across multiple [added: disparate] locations.

The exponential growth of data across industries [removed: is driving] [added: also drives] the expansion of long-haul, metro, and access networks.

[removed: The] [added: Further, the] dynamic [removed: and unpredictable] nature of network traffic demands agile optical networks [removed: capable of adapting] [added: that adapt] to changing conditions.

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

[removed: Furthermore,] [added: This need for capacity expansion across DCIs, metro regional networks, and long-haul networks is further accelerated by] the widespread deployment of 5G mobile networks and bandwidth-intensive applications is increasing data [removed: speeds] [added: speed] at the network edge.

[removed: *Offerings*][added: Offerings]

Lumentum is a leading provider of high-speed optical transceivers and optical components [removed: that underpin today's] [added: underpinning modern] AI and cloud computing applications.

We also manufacture key components used in optical transceivers and data interconnect solutions, including high-speed laser transmitters, photonic integrated circuits, and photodiodes, high-power laser light [removed: sources, as well as VCSELs and VCSEL arrays for short-reach data transmission.][added: sources.]

[removed: In] [added: For] data center interconnects, Lumentum offers both its own coherent pluggable transceivers and the underlying ultra-narrow linewidth laser and coherent components used by transceiver customers.

We operate in one reportable segment as a single, integrated enterprise.

See “Note 17.

We disaggregate revenue by type of product, which are Components and Systems, and by geography.

A Components product is defined as one of the individual building blocks that goes into creating a larger solution.

It is typically not a complete solution on its own but rather a specialized element that enables system functionality.

This includes semiconductor laser chips, laser sub-assemblies, line subsystems and wavelength management systems.

These are supplied to customers who then integrate them into their own full system solutions.

A Systems product is defined as a complete, stand-alone solution that delivers full functionality to the end customer.

It is typically self-contained and ready to operate within a customer’s network or application environment.

This includes optical modules, optical circuit switches, and industrial lasers such as short-pulse solid-state lasers and kilowatt-class fiber lasers.

These products integrate multiple technologies and subsystems into a finished solution that directly addresses a customer’s needs.

A system represents the end-product that can be deployed and used independently.

Since our spin-off from JDSU (now Viavi Solutions, Inc., or Viavi), we have completed a number of acquisitions, including Oclaro, Inc. (“Oclaro”) in 2018, NeoPhotonics Corporation and IPG Photonics’ telecom transmission product lines in 2022, and Cloud Light Technology Limited (“Cloud Light”) in 2023.

Our Industry

In addition, we also produce laser emitters for 3D sensing applications in consumer electronics.

*Industry Conditions*

This demand is outpacing our current supply which has required us to make decisions on supply allocation.

We are investing in manufacturing capacity, both internally and with contract manufacturers, to meet demand.

- Scale-Out Optical Solutions: Optical hardware connects individual compute clusters, servers, and switches across the broader data center network to manage massive parallel workloads.

- Scale-Up Optical Solutions: High-speed photonics and optical switches are deployed to directly cluster and interconnect GPUs and AI accelerators within the compute fabric, maximizing cluster efficiency and processing speeds.

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

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

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

We expanded our manufacturing footprint through our various acquisitions, and in 2026, we continued to add to our footprint by acquiring a manufacturing facility in Greensboro, North Carolina.

We operate in two end-market focused reportable segments, Cloud & Networking and Industrial Tech.

Our Industrial Tech products include short-pulse solid-state lasers, kilowatt-class fiber lasers, diode lasers, and gas lasers, serving a wide range of end-markets applications.

Adoption of our Industrial Tech products is driven by the need to advance semiconductor and microelectronics technology roadmaps and by Industry 4.0 and 5.0 trends that emphasize greater manufacturing precision, flexibility, and sustainability.

Our headquarters are located in San Jose, California, and we employed approximately 10,562 full\-time employees around the world as of June 28, 2025.

In 2015, the remaining parent company, JDSU, was renamed Viavi Solutions Inc. (“Viavi”).

Our business traces its origins to Uniphase Corporation, which was formed in 1979 and became publicly traded in 1992.

Uniphase was originally a supplier of commercial lasers, and later became a leading supplier of optical transmission products.

In 1999, JDS Fitel Inc., a pioneer in products for fiber optic networking which was formed in 1981, merged with Uniphase to become JDSU, a global leader in optical networking.

Subsequent acquisitions by JDSU broadened the depth and breadth of what is now Lumentum’s businesses, as well as the intellectual property, technology and product offerings of the company.

The fundamental laser and photonic component technologies which we acquired through various acquisitions form the basis of cloud and communications optical network infrastructure today.

These technologies will continue to enable us to develop highly integrated products to satisfy our customers’ ever-increasing needs for smaller, lower power and lower cost optical and photonic products.

In December 2018, we completed the acquisition of Oclaro, Inc. (“Oclaro”), which enhanced our product portfolio by adding Oclaro’s indium phosphide laser and photonic integrated circuit technologies, as well as its coherent component and module capabilities.

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

In August 2022, we completed a transaction to acquire IPG Photonics’ telecom transmission product lines (“IPG telecom transmission product lines”) that develop and market products for use in telecommunications and datacenter infrastructure, including coherent Digital Signal Processors (“DSPs”), application-specific integrated circuits (“ASICs”) and optical transceivers.

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

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

The acquisition 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.

*Industry Trends and Business Risks*

*Supply Chain and Inventory Management*

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.

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.

Reportable Segments

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

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

The CODM regularly reviews operating results to make decisions about resources to be allocated to the segments and to assess their performance.

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

Segment profit includes operating expenses directly managed by operating segments, including research and development, and direct sales and marketing expenses.

Segment profit does not include stock-based compensation, acquisition or integration related costs, amortization and impairment of acquisition-related intangible assets, restructuring and related charges, and certain other charges.

Additionally, we do not allocate certain marketing and general and administrative expenses, as these expenses are not directly attributable to our operating segments.

We do not track all of our property, plant and equipment by operating segments.

For the geographic identification of these assets and for further information regarding our operating segments, refer to “Note 17.

Cloud & Networking

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

This advancement can significantly accelerate AI and HPC applications, optimizes the utilization of compute cluster hardware, and positions data centers for future scaling as AI demands intensify.

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.

This development further accelerates the need for capacity expansion across data center interconnects, metro regional networks, and long-haul networks.

For the fiscal year ended June [removed: 28, 2025][added: 27, 2026]

The aggregate market value of the voting and non-voting common equity held by non-affiliates of the registrant was approximately [removed: $2,704] [added: $16,469] million, based on the closing sales price of the registrant’s common stock on December [removed: 28, 2024] [added: 26, 2025] (the last business day of the registrant’s most recently completed second fiscal quarter) of [removed: $84.36] [added: $390.77] per share, as reported on the Nasdaq Global Select Market.

As of August [removed: 12, 2025,] [added: 14, 2026,] the Registrant had [removed: 69.9] [added: 89.7] 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: 28, 2025.][added: 27, 2026.]

| | | | [ITEM [removed: 1.](#i086372a3eab74addacaf1f489f56fbd9_16)] [added: 1.](#i907d06b081224f5692d1860258ba168d_16)] | | | [removed: [BUSINESS](#i086372a3eab74addacaf1f489f56fbd9_16)] [added: [BUSINESS](#i907d06b081224f5692d1860258ba168d_16)] | | | [removed: [2](#i086372a3eab74addacaf1f489f56fbd9_16)] [added: [2](#i907d06b081224f5692d1860258ba168d_16)] | | |

| | | | [ITEM [removed: 1A.](#i086372a3eab74addacaf1f489f56fbd9_52)] [added: 1A.](#i907d06b081224f5692d1860258ba168d_55)] | | | [RISK [removed: FACTORS](#i086372a3eab74addacaf1f489f56fbd9_52)] [added: FACTORS](#i907d06b081224f5692d1860258ba168d_55)] | | | [removed: [11](#i086372a3eab74addacaf1f489f56fbd9_52)] [added: [9](#i907d06b081224f5692d1860258ba168d_55)] | | |

| | | | [ITEM [removed: 1B.](#i086372a3eab74addacaf1f489f56fbd9_55)] [added: 1B.](#i907d06b081224f5692d1860258ba168d_58)] | | | [UNRESOLVED STAFF [removed: COMMENTS](#i086372a3eab74addacaf1f489f56fbd9_55)] [added: COMMENTS](#i907d06b081224f5692d1860258ba168d_58)] | | | [removed: [38](#i086372a3eab74addacaf1f489f56fbd9_55)] [added: [37](#i907d06b081224f5692d1860258ba168d_58)] | | |

| | | | [ITEM [removed: 1C.](#i086372a3eab74addacaf1f489f56fbd9_58)] [added: 1C.](#i907d06b081224f5692d1860258ba168d_61)] | | | [removed: [CYBERSECURITY](#i086372a3eab74addacaf1f489f56fbd9_58)] [added: [CYBERSECURITY](#i907d06b081224f5692d1860258ba168d_61)] | | | [removed: [38](#i086372a3eab74addacaf1f489f56fbd9_58)] [added: [37](#i907d06b081224f5692d1860258ba168d_61)] | | |

| | | | [ITEM [removed: 2.](#i086372a3eab74addacaf1f489f56fbd9_61)] [added: 2.](#i907d06b081224f5692d1860258ba168d_64)] | | | [removed: [PROPERTIES](#i086372a3eab74addacaf1f489f56fbd9_61)] [added: [PROPERTIES](#i907d06b081224f5692d1860258ba168d_64)] | | | [removed: [40](#i086372a3eab74addacaf1f489f56fbd9_61)] [added: [39](#i907d06b081224f5692d1860258ba168d_64)] | | |

| | | | [ITEM [removed: 3.](#i086372a3eab74addacaf1f489f56fbd9_64)] [added: 3.](#i907d06b081224f5692d1860258ba168d_67)] | | | [LEGAL [removed: PROCEEDINGS](#i086372a3eab74addacaf1f489f56fbd9_64)] [added: PROCEEDINGS](#i907d06b081224f5692d1860258ba168d_67)] | | | [removed: [40](#i086372a3eab74addacaf1f489f56fbd9_64)] [added: [39](#i907d06b081224f5692d1860258ba168d_67)] | | |

| | | | [ITEM [removed: 4.](#i086372a3eab74addacaf1f489f56fbd9_67)] [added: 4.](#i907d06b081224f5692d1860258ba168d_70)] | | | [MINE SAFETY [removed: DISCLOSURES](#i086372a3eab74addacaf1f489f56fbd9_67)] [added: DISCLOSURES](#i907d06b081224f5692d1860258ba168d_70)] | | | [removed: [40](#i086372a3eab74addacaf1f489f56fbd9_67)] [added: [39](#i907d06b081224f5692d1860258ba168d_70)] | | |

| | | | [ITEM [removed: 5.](#i086372a3eab74addacaf1f489f56fbd9_73)] [added: 5.](#i907d06b081224f5692d1860258ba168d_76)] | | | [MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY [removed: SECURITIES](#i086372a3eab74addacaf1f489f56fbd9_73)] [added: SECURITIES](#i907d06b081224f5692d1860258ba168d_76)] | | | [removed: [41](#i086372a3eab74addacaf1f489f56fbd9_73)] [added: [40](#i907d06b081224f5692d1860258ba168d_76)] | | |

| | | | [ITEM [removed: 6.](#i086372a3eab74addacaf1f489f56fbd9_76)] [added: 6.](#i907d06b081224f5692d1860258ba168d_79)] | | | [removed: [RESERVED](#i086372a3eab74addacaf1f489f56fbd9_76)] [added: [RESERVED](#i907d06b081224f5692d1860258ba168d_79)] | | | [removed: [42](#i086372a3eab74addacaf1f489f56fbd9_76)] [added: [41](#i907d06b081224f5692d1860258ba168d_79)] | | |

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| | | | [ITEM [removed: 8.](#i086372a3eab74addacaf1f489f56fbd9_139)] [added: 8.](#i907d06b081224f5692d1860258ba168d_145)] | | | [FINANCIAL STATEMENTS AND SUPPLEMENTARY [removed: DATA](#i086372a3eab74addacaf1f489f56fbd9_139)] [added: DATA](#i907d06b081224f5692d1860258ba168d_145)] | | | [removed: [60](#i086372a3eab74addacaf1f489f56fbd9_139)] [added: [61](#i907d06b081224f5692d1860258ba168d_145)] | | |

| | | | [ITEM [removed: 9.](#i086372a3eab74addacaf1f489f56fbd9_244)] [added: 9.](#i907d06b081224f5692d1860258ba168d_250)] | | | [CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL [removed: DISCLOSURE](#i086372a3eab74addacaf1f489f56fbd9_244)] [added: DISCLOSURE](#i907d06b081224f5692d1860258ba168d_250)] | | | [removed: [122](#i086372a3eab74addacaf1f489f56fbd9_244)] [added: [126](#i907d06b081224f5692d1860258ba168d_250)] | | |

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| | | | [ITEM [removed: 9C.](#i086372a3eab74addacaf1f489f56fbd9_256)] [added: 9C.](#i907d06b081224f5692d1860258ba168d_262)] | | | [DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT [removed: INSPECTIONS](#i086372a3eab74addacaf1f489f56fbd9_256)] [added: INSPECTIONS](#i907d06b081224f5692d1860258ba168d_262)] | | | [removed: [124](#i086372a3eab74addacaf1f489f56fbd9_256)] [added: [128](#i907d06b081224f5692d1860258ba168d_262)] | | |

| | | | [ITEM [removed: 10.](#i086372a3eab74addacaf1f489f56fbd9_262)] [added: 10.](#i907d06b081224f5692d1860258ba168d_268)] | | | [DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE [removed: GOVERNANCE](#i086372a3eab74addacaf1f489f56fbd9_262)] [added: GOVERNANCE](#i907d06b081224f5692d1860258ba168d_268)] | | | [removed: [125](#i086372a3eab74addacaf1f489f56fbd9_262)] [added: [129](#i907d06b081224f5692d1860258ba168d_268)] | | |

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| | | | [ITEM [removed: 12.](#i086372a3eab74addacaf1f489f56fbd9_268)] [added: 12.](#i907d06b081224f5692d1860258ba168d_274)] | | | [SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER [removed: MATTERS](#i086372a3eab74addacaf1f489f56fbd9_268)] [added: MATTERS](#i907d06b081224f5692d1860258ba168d_274)] | | | [removed: [125](#i086372a3eab74addacaf1f489f56fbd9_268)] [added: [129](#i907d06b081224f5692d1860258ba168d_274)] | | |

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| | | | [ITEM [removed: 14.](#i086372a3eab74addacaf1f489f56fbd9_274)] [added: 14.](#i907d06b081224f5692d1860258ba168d_280)] | | | [PRINCIPAL ACCOUNTANT FEES AND [removed: SERVICES](#i086372a3eab74addacaf1f489f56fbd9_274)] [added: SERVICES](#i907d06b081224f5692d1860258ba168d_280)] | | | [removed: [125](#i086372a3eab74addacaf1f489f56fbd9_274)] [added: [129](#i907d06b081224f5692d1860258ba168d_280)] | | |

| | | | [ITEM [removed: 15.](#i086372a3eab74addacaf1f489f56fbd9_280)] [added: 15.](#i907d06b081224f5692d1860258ba168d_286)] | | | [EXHIBIT AND FINANCIAL STATEMENT [removed: SCHEDULES](#i086372a3eab74addacaf1f489f56fbd9_280)] [added: SCHEDULES](#i907d06b081224f5692d1860258ba168d_286)] | | | [removed: [126](#i086372a3eab74addacaf1f489f56fbd9_280)] [added: [130](#i907d06b081224f5692d1860258ba168d_286)] | | |

| | | | [ITEM [removed: 16.](#i086372a3eab74addacaf1f489f56fbd9_283)] [added: 16.](#i907d06b081224f5692d1860258ba168d_289)] | | | [FORM 10-K [removed: SUMMARY](#i086372a3eab74addacaf1f489f56fbd9_283)] [added: SUMMARY](#i907d06b081224f5692d1860258ba168d_289)] | | | [removed: [129](#i086372a3eab74addacaf1f489f56fbd9_283)] [added: [134](#i907d06b081224f5692d1860258ba168d_289)] | | |

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, [removed: 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, 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.

| [PART I](#i907d06b081224f5692d1860258ba168d_13) | | | | | | | | | | | |

| [PART II](#i907d06b081224f5692d1860258ba168d_73) | | | | | | | | | | | |

| [PART III](#i907d06b081224f5692d1860258ba168d_265) | | | | | | | | | | | |

| [PART IV](#i907d06b081224f5692d1860258ba168d_283) | | | | | | | | | | | |

| [SIGNATURES](#i907d06b081224f5692d1860258ba168d_292) | | | | | | | | | [135](#i907d06b081224f5692d1860258ba168d_292) | | |

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

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

| [PART III](#i086372a3eab74addacaf1f489f56fbd9_259) | | | | | | | | | | | |

| [PART IV](#i086372a3eab74addacaf1f489f56fbd9_277) | | | | | | | | | | | |

| [SIGNATURES](#i086372a3eab74addacaf1f489f56fbd9_286) | | | | | | | | | [130](#i086372a3eab74addacaf1f489f56fbd9_286) | | |

[added: The] foundation of our cybersecurity program is based on the [removed: International Organization for Standardization (“ISO”) and the] National Institute of Standards and Technology ("NIST") Cybersecurity [removed: Framework.][added: Framework and complies with the International Organization for Standardization (“ISO”) 27001:2022 standard.]

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

- Maintain an enterprise-wide disaster recovery governance [removed: program, which includes cybersecurity-related disaster recovery policies and procedures related thereto;][added: program;]

- Regularly perform cybersecurity-related disaster recovery testing designed to ensure that [removed: the Company’s] [added: our] mission-critical [added: IT] systems are recoverable, in support of our business continuity needs; and

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

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

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

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

As noted above, we also maintain a CSC, which consists of our [removed: Group] Vice [removed: President,] [added: President] IT [removed: and CISO,] [added: - Chief Information Security Officer (CISO), Chief] Executive [added: Officer, Executive] Vice [removed: President,] [added: President -] Chief Financial Officer, Senior Vice [removed: President,] [added: President -] Chief Human Resources Officer, Senior Vice [removed: President,] [added: President -] General Counsel, Executive Vice [removed: President,] [added: President - Chief Transformation Officer, Senior Vice President -] Global [removed: Operations,] [added: Fabs,] Senior Vice [removed: President,] [added: President - Manufacturing Operations, Group Vice President -] Chief [removed: Accounting Officer,] [added: Information Officer (CIO),] and Vice [removed: President,] [added: President -] Internal Audit.

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

In addition, we evaluate the security posture and features of critical vendors and suppliers.

The

The effectiveness of our cybersecurity environment is regularly tested by internal personnel and these third parties.

In addition, we evaluate critical systems and applications hosted by third parties for cybersecurity risks and we also assess the security posture and features of those services.

Our current corporate headquarters, which we own, is approximately [removed: 238,000] [added: 124,000] square feet and located in San Jose, California.

As of June [removed: 28, 2025,] [added: 27, 2026,] our leased and owned properties in total are approximately 3,100,000 square feet, of which we own approximately [removed: 2,147,000] [added: 2,136,000] 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: 238,000] [added: 148,000] square feet [added: manufacturing site in Greensboro, North Carolina, the 124,000 square feet] on the San Jose campus, the 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, Hong Kong, Italy, Japan, Switzerland, Taiwan, the United [removed: Kingdom, the United] States, [removed: Brazil] and South Korea.

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

In March 2026, we acquired a manufacturing facility in Greensboro, North Carolina, which mainly included land, building, machinery and equipment.

In March 2026, we also completed the sale of two commercial real estate properties located in San Jose, California.

The properties consist of commercial buildings used by us for administrative, research and development and manufacturing support activities.

According to records of our transfer agent, we had [removed: 1,883] [added: 1,657] stockholders of record as of August [removed: 12, 2025,] [added: 14, 2026,] 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 Nasdaq Composite Index (the “IXIC”) and the Nasdaq 100 Technology Sector Index (the “NDXT”) from market close on [removed: June 26, 2020] [added: July 2, 2021] (the last trading day before the beginning of our fifth preceding fiscal year) through June [removed: 28, 2025.][added: 27, 2026.]

[removed: ][added: ]

None.

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

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

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

| Period | | | | | | Total number of shares purchased | | | | | | Average price paid per share | | | | | | 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 (1) | | |

| March 30, 2025 to April 26, 2025 | | | | | | | | | | | | | | | | | | | | | | | | $ | 569.6 | |

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

| May 25, 2025 to June 28, 2025 | | | | | | | | | | | | | | | | | | | | | | | | $ | 569.6 | |

| Total | | | | | | — | | | | | | $ | — | | | | | — | | | | | | $ | 569.6 | |

(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 March 3, 2022, our board of directors approved an increase in our share buyback program, which authorizes us to use up to an aggregate amount of $1.0 billion (an increase from $700.0 million) to purchase our own shares of common stock through May 2024.

On April 5, 2023, our board of directors approved a further increase in our share buyback program, which 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 2025.

Our share buyback program expired in May 2025.

We have audited the accompanying consolidated balance sheets of Lumentum Holdings Inc. and subsidiaries (the “Company”) as of June [removed: 28, 2025] [added: 27, 2026] and June [removed: 29, 2024,] [added: 28, 2025,] 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: 28, 2025,] [added: 27, 2026,] 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: 28, 2025] [added: 27, 2026] and June [removed: 29, 2024,] [added: 28, 2025,] and the results of its operations and its cash flows for each of the three years in the period ended June [removed: 28, 2025,] [added: 27, 2026,] 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: 28, 2025,] [added: 27, 2026,] based on criteria established in *Internal Control - Integrated Framework (2013)* issued by the Committee of Sponsoring Organizations of the Treadway Commission and our report dated August [removed: 19, 2025,] [added: 17, 2026,] expressed an unqualified opinion on the Company's internal control over financial reporting.

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

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

| | | | | | | | | | Years Ended | | | | | | | | | [removed: | | | | | | | | | | | |]

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

| Net revenue | | | | | | | | | | | | | | | $ | [removed: 1,645.0] [added: 3,014.0] | | | | | $ | [removed: 1,359.2] [added: 1,645.0] | | | | | $ | [removed: 1,767.0] [added: 1,359.2] | |

| Cost of sales | | | | | | | | | | | | | | | [removed: 1,102.9] [added: 1,680.5] | | | | | | [removed: 1,023.8] [added: 1,102.9] | | | | | | [removed: 1,113.6] [added: 1,023.8] | | |

| Amortization of acquired developed intangibles | | | | | | | | | | | | | | | [removed: 82.2] [added: 77.6] | | | | | | [removed: 83.9] [added: 82.2] | | | | | | [removed: 84.4] [added: 83.9] | | |

| Gross profit | | | | | | | | | | | | | | | [removed: 459.9] [added: 1,255.9] | | | | | | [removed: 251.5] [added: 459.9] | | | | | | [removed: 569.0] [added: 251.5] | | |

| Research and development | | | | | | | | | | | | | | | [removed: 303.9] [added: 356.5] | | | | | | [removed: 302.2] [added: 303.9] | | | | | | [removed: 307.8] [added: 302.2] | | |

| Selling, general and administrative | | | | | | | | | | | | | | | [removed: 348.2] [added: 363.2] | | | | | | [removed: 310.7] [added: 348.2] | | | | | | [removed: 348.8] [added: 310.7] | | |

| Restructuring and related charges | | | | | | | | | | | | | | | [removed: 22.8] [added: 11.4] | | | | | | [removed: 72.6] [added: 22.8] | | | | | | [removed: 28.1] [added: 72.6] | | |

| Gain on sale of facility | | | | | | | | | | | | | | | [removed: (34.9)] [added: —] | | | | | | [removed: —] [added: (34.9)] | | | | | | — | | |

| Total operating expenses | | | | | | | | | | | | | | | [removed: 640.0] [added: 731.1] | | | | | | [removed: 685.5] [added: 640.0] | | | | | | [removed: 684.7] [added: 685.5] | | |

| [removed: Loss] [added: Income (loss)] from operations | | | | | | | | | | | | | | | [removed: (180.1)] [added: 524.8] | | | | | | [removed: (434.0)] [added: (180.1)] | | | | | | [removed: (115.7)] [added: (434.0)] | | |

| Interest expense | | | | | | | | | | | | | | | [removed: (22.2)] [added: (21.8)] | | | | | | [removed: (33.8)] [added: (22.2)] | | | | | | [removed: (35.5)] [added: (33.8)] | | |

| Other income, net | | | | | | | | | | | | | | | [removed: 30.2] [added: 53.3] | | | | | | [removed: 62.1] [added: 30.2] | | | | | | [removed: 48.8] [added: 62.1] | | |

| Loss before income taxes | | | | | | | | | | | | | | | [removed: (172.1)] [added: (7,172.8)] | | | | | | [removed: (405.7)] [added: (172.1)] | | | | | | [removed: (102.4)] [added: (405.7)] | | |

| Income tax (benefit) provision | | | | | | | | | | | | | | | [removed: (198.0)] [added: (237.7)] | | | | | | [removed: 140.8] [added: (198.0)] | | | | | | [removed: 29.2] [added: 140.8] | | |

| Net [removed: income] (loss) [added: income] | | | | | | | | | | | | | | | $ | [removed: 25.9] [added: (6,935.1)] | | | | | $ | [removed: (546.5)] [added: 25.9] | | | | | $ | [removed: (131.6)] [added: (546.5)] | |

| Net [removed: income] (loss) [added: income] per share: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| Basic | | | | | | | | | | | | | | | $ | [removed: 0.38] [added: (92.96)] | | | | | $ | [removed: (8.12)] [added: 0.38] | | | | | $ | [removed: (1.93)] [added: (8.12)] | |

| Diluted | | | | | | | | | | | | | | | $ | [removed: 0.37] [added: (92.96)] | | | | | $ | [removed: (8.12)] [added: 0.37] | | | | | $ | [removed: (1.93)] [added: (8.12)] | |

| Shares used to compute net [removed: income] (loss) [added: income] per [removed: share:] [added: share - common stock and preferred stock assuming conversion:] | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| Basic | | | | | | | | | | | | | | | [removed: 69.0] [added: 74.6] | | | | | | [removed: 67.3] [added: 69.0] | | | | | | [removed: 68.3] [added: 67.3] | | |

| Diluted | | | | | | | | | | | | | | | [removed: 69.6] [added: 74.6] | | | | | | [removed: 67.3] [added: 69.6] | | | | | | [removed: 68.3] [added: 67.3] | | |

| | | | [removed: June 28, 2025] | | | | | | [added: | | | | | |] June [removed: 29, 2024] [added: 27, 2026] | | | | | | [added: June 28, 2025] | | | | | | [removed: July 1, 2023] [added: June 29, 2024] | | |

| Net [removed: income] (loss) [added: income] | | | $ | [removed: 25.9] [added: (6,935.1)] | | | | | $ | [removed: (546.5)] [added: 25.9] | | | | | | | | | | | $ | [removed: (131.6)] [added: (546.5)] | |

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

| Net change in cumulative translation adjustment | | | [removed: 0.1] [added: (0.3)] | | | | | | [removed: (0.6)] [added: 0.1] | | | | | | | | | | | | [removed: 0.7] [added: (0.6)] | | |

| Net change in unrealized gain on available-for-sale securities | | | [removed: 1.9] [added: (1.7)] | | | | | | [removed: 4.7] [added: 1.9] | | | | | | | | | | | | [removed: 4.4] [added: 4.7] | | |

| Net change in defined benefit obligations | | | [removed: (2.3)] [added: 3.0] | | | | | | [removed: 1.1] [added: (2.3)] | | | | | | | | | | | | [removed: (1.4)] [added: 1.1] | | |

| Other comprehensive income (loss), net of tax | | | [removed: (0.3)] [added: 1.0] | | | | | | [removed: 5.2] [added: (0.3)] | | | | | | | | | | | | [removed: 3.7] [added: 5.2] | | |

| Comprehensive [removed: income (loss),] [added: (loss) income,] net of tax | | | $ | [removed: 25.6] [added: (6,934.1)] | | | | | $ | [removed: (541.3)] [added: 25.6] | | | | | | | | | | | $ | [removed: (127.9)] [added: (541.3)] | |

| | | | June [added: 27, 2026 | | | | | | June] 28, 2025 | | | | | | [added: | | | | | |] June 29, 2024 | | |

| Cash and cash equivalents | | | $ | [removed: 520.7] [added: 2,043.5] | | | | | $ | [removed: 436.7] [added: 520.7] | |

| Short-term investments | | | [removed: 356.4] [added: 694.9] | | | | | | [removed: 450.3] [added: 356.4] | | |

| Accounts receivable, net | | | [removed: 250.0] [added: 520.3] | | | | | | [removed: 194.7] [added: 250.0] | | |

August 17, 2026

| Loss on debt extinguishment | | | | | | | | | | | | | | | (7,756.6) | | | | | | — | | | | | | — | | |

| Escrow settlement | | | | | | | | | | | | | | | 27.5 | | | | | | — | | | | | | — | | |

| Total other (expense) income, net | | | | | | | | | | | | | | | (7,697.6) | | | | | | 8.0 | | | | | | 28.3 | | |

| | | | June 27, 2026 | | | | | | June 28, 2025 | | |

| Preferred stock, $0.001 par value, 10 authorized shares, 2.9 shares and zero shares issued and outstanding as of June 27, 2026 and June 28, 2025, respectively | | | 0.0 | | | | | | — | | |

| Changes in income tax valuation allowance | | | (236.3) | | | | | | (153.1) | | | | | | 150.1 | | |

| Loss on debt extinguishment | | | 7,756.6 | | | | | | — | | | | | | — | | |

| Inducement expense on partial repurchase of 2026 Notes | | | 5.9 | | | | | | — | | | | | | — | | |

| Income taxes, net | | | (47.9) | | | | | | (65.1) | | | | | | (72.4) | | |

| Proceeds from the issuance of Series A Convertible Preferred Stock | | | 1,999.7 | | | | | | — | | | | | | — | | |

| Payment for partial repurchase of 2026 Notes | | | (843.1) | | | | | | — | | | | | | — | | |

| Cash paid for conversions of convertible notes | | | (520.0) | | | | | | — | | | | | | — | | |

| Payment for 2032 capped call options | | | (102.0) | | | | | | — | | | | | | — | | |

| Payment for financing costs related to revolving credit facility | | | (2.4) | | | | | | — | | | | | | — | | |

| Net transfer of assets from property, plant, and equipment to assets-held-for-sale | | | 4.2 | | | | | | — | | | | | | — | | |

| Holdback receivable from sale of property, plant, and equipment | | | 3.0 | | | | | | — | | | | | | — | | |

| Aggregate principal amount of the convertible notes settled through issuance of common stock (equitization) | | | 1,124.9 | | | | | | — | | | | | | — | | |

| Issuance of Series A Convertible Preferred Stock, net of issuance costs | | | 2.9 | | | | | | 0.0 | | | | | | — | | | | | | — | | | | | | 1,999.7 | | | | | | — | | | | | | — | | | | | | | | | | | | 1,999.7 | | |

| Issuance of shares in exchange for convertible notes (equitization) | | | — | | | | | | — | | | | | | 10.6 | | | | | | — | | | | | | 8,876.9 | | | | | | — | | | | | | — | | | | | | | | | | | | 8,876.9 | | |

| Exercise of stock options | | | — | | | | | | — | | | | | | 0.4 | | | | | | — | | | | | | 2.9 | | | | | | — | | | | | | — | | | | | | | | | | | | 2.9 | | |

| Fair value of incremental consideration on partial repurchase of 2026 Notes | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | (256.9) | | | | | | — | | | | | | — | | | | | | | | | | | | (256.9) | | |

| 2032 capped call options, net of tax | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | (77.0) | | | | | | — | | | | | | — | | | | | | | | | | | | (77.0) | | |

| Conversion of convertible notes for conversion value in excess of principal amount | | | — | | | | | | — | | | | | | 6.0 | | | | | | — | | | | | | (0.7) | | | | | | — | | | | | | — | | | | | | | | | | | | (0.7) | | |

| Balance as of June 27, 2026 | | | 2.9 | | | | | | $ | 0.0 | | | | | 88.6 | | | | | | $ | 0.1 | | | | | $ | 12,430.1 | | | | | $ | (7,796.3) | | | | | $ | 10.0 | | | | | | | | | | | $ | 4,643.9 | |

We operate in one reportable segment as a single, integrated enterprise.

See “Note 17.

Operating Segments and Geographic Information”.

We disaggregate revenue by type of product, which are Components and Systems, and by geography.

A Components product is defined as one of the individual building blocks that goes into creating a larger solution.

It is typically not a complete solution on its own but rather a specialized element that enables system functionality.

This includes semiconductor laser chips, laser sub-assemblies, line subsystems and wavelength management systems.

These are supplied to customers who then integrate them into their own full system solutions.

A Systems product is defined as a complete, stand-alone solution that delivers full functionality to the end customer.

It is typically self-contained and ready to operate within a customer’s network or application environment.

This includes optical modules, optical circuit switches, and industrial lasers such as short-pulse solid-state lasers and kilowatt-class fiber lasers.

These products integrate multiple technologies and subsystems into a finished solution that directly addresses a customer’s needs.

A system represents the end-product that can be deployed and used independently.

Prior to fiscal year 2026, we operated in two reportable segments consisting of Cloud & Networking and Industrial Tech.

During the first quarter of fiscal year 2026, we implemented a re-organization, and we are now managed as a single, integrated enterprise, with a unified management team overseeing operations across the entire company, rather than through discrete operating segments.

August 19, 2025

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

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

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

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

| Gain on repurchase of convertible notes | | | — | | | | | | — | | | | | | (1.0) | | |

| Income taxes, net | | | (218.2) | | | | | | 77.7 | | | | | | (37.9) | | |

| Repurchase of common stock | | | — | | | | | | — | | | | | | (175.6) | | |

| Settlement of loan to NeoPhotonics | | | — | | | | | | — | | | | | | 50.0 | | |

| 2029 Notes issuance costs in current liabilities | | | — | | | | | | — | | | | | | 0.8 | | |

| Balance as of July 2, 2022 | | | | | | | | | | | | | | | 68.0 | | | | | | $ | 0.1 | | | | | $ | 2,003.6 | | | | | $ | (129.1) | | | | | $ | 0.4 | | | | | | | | | | | $ | 1,875.0 | |

| Cumulative adjustment from adoption of ASU 2020-06 | | | | | | | | | | | | | | | — | | | | | | — | | | | | | (426.5) | | | | | | 85.6 | | | | | | — | | | | | | | | | | | | (340.9) | | |

| Equity component of repurchased 2024 Notes | | | | | | | | | | | | | | | — | | | | | | — | | | | | | (13.5) | | | | | | — | | | | | | — | | | | | | | | | | | | (13.5) | | |

| Repurchases of common stock | | | | | | | | | | | | | | | (3.0) | | | | | | — | | | | | | — | | | | | | (165.5) | | | | | | — | | | | | | | | | | | | (165.5) | | |

Our Industrial Tech products include short-pulse solid-state lasers, kilowatt-class fiber lasers, diode lasers, and gas lasers, serving a wide range of end-markets applications.

In the consumer market, our laser light sources are integrated into customers’ 3D sensing cameras, primarily used in mobile devices.

Adoption of our Industrial Tech products is driven by the need to advance semiconductor and microelectronics technology roadmaps and by Industry 4.0 and 5.0 trends that emphasize greater manufacturing precision, flexibility, and sustainability.

On August 3, 2022, we completed the acquisition of NeoPhotonics Corporation (“NeoPhotonics”).

On August 15, 2022, we completed the acquisition of IPG Photonics’ telecom transmission product lines.

Basic income (loss) per share is computed by dividing net income available to common stockholders by the weighted average number of common shares outstanding during the reporting period.

The weighted average number of shares is calculated by taking the number of shares outstanding and weighting them by the amount of time that they were outstanding.

Diluted income per share reflects the potential dilution that could occur if employee equity programs and convertible notes, and other commitments to issue common stock were exercised or equity awards vest resulting in the issuance of common stock that could share in the earnings of the Company.

Diluted loss per share is the same as basic loss per share during periods where net losses are incurred since the inclusion of the potential common stock equivalents would be anti-dilutive as a result of the net loss.

We have entered into vendor managed inventory (“VMI”) programs with our customers.

Under these arrangements, we receive purchase orders from our customers, and the inventory is shipped to the VMI location upon receipt of the purchase order.

The customer then pulls the inventory from the VMI hub based on its production needs.

Revenue under VMI programs is recognized when control transfers to the customer, which is generally once the customer pulls the inventory from the hub.

In November 2023, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures, which updates reportable segment disclosure requirements primarily through enhanced disclosures about significant segment expenses.

ASU No. 2023-07 does not change how a public entity identifies its operating segments, aggregates those operating segments, or applies quantitative thresholds to determine its reportable segments.

The amendments should be applied retrospectively to all prior periods presented in the financial statements.

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.

We do not plan to early adopt and the standard will become effective for the Company for fiscal year 2026.

| Numerator: | | | | | | | | | | | | | | | | | | | | | | | |

| Net income (loss) - basic and diluted | | | $ | 25.9 | | | | | $ | (546.5) | | | | | | | | | | | $ | (131.6) | |

| Denominator: | | | | | | | | | | | | | | | | | | | | | | | |

| Basic | | | $ | 0.38 | | | | | $ | (8.12) | | | | | | | | | | | $ | (1.93) | |

| Diluted | | | $ | 0.37 | | | | | $ | (8.12) | | | | | | | | | | | $ | (1.93) | |

For the year ended June 28, 2025, the Company had net loss during the first three quarters, and therefore shares from stock-based benefit plans and shares issuable assuming conversion of our convertible notes were included in the weighted average only for the fourth quarter of fiscal year 2025.

Average anti-dilutive shares excluded from the calculation of diluted net income per share for the year ended June 28, 2025 include 4.4 million shares issuable under restricted stock units (“RSUs”) and performance stock units (“PSUs”), 0.1 million shares issuable under the 2015 Purchase Plan (the “ESPP”) and 0.8 million shares outstanding related to stock options.

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: 28, 2025.][added: 27, 2026.]

Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by a company in the reports that it files or submits under the Exchange Act is accumulated and communicated to [removed: the company’s] [added: our] management, including its principal executive and principal financial officers, as appropriate to allow timely decisions regarding required disclosure.

Based on the evaluation of our disclosure controls and procedures as of June [removed: 28, 2025,] [added: 27, 2026,] 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: 28, 2025] [added: 27, 2026] 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: 28, 2025.][added: 27, 2026.]

We have audited the internal control over financial reporting of Lumentum Holdings Inc. and subsidiaries (the “Company”) as of June [removed: 28, 2025,] [added: 27, 2026,] 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: 28, 2025,] [added: 27, 2026,] based on criteria established in *Internal Control - Integrated Framework (2013)* issued by 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: 28, 2025,] [added: 27, 2026,] of the Company and our report dated August [removed: 19, 2025,] [added: 17, 2026,] expressed an unqualified opinion on those financial statements.

August 17, 2026

August 19, 2025

During our last fiscal quarter, [removed: no director or officer,] [added: the following officers,] as defined in Rule 16a-1(f), adopted [removed: or terminated] a “Rule 10b5-1 trading arrangement” or a “non-Rule 10b5-1 trading arrangement,” each as defined in Regulation S-K Item 408.

On May 19, 2026, Wupen Yuen, our President, Global Business Units, adopted a modification of his Rule 10b5-1 trading arrangement entered into on November 5, 2025, providing for the sale from time to time of an aggregate of up to 18,422 shares of our common stock (based on PSUs vesting at target).

The actual number of shares sold under the trading arrangement will depend on achievement of performance targets applicable to the PSUs subject to the trading arrangement, be subject to vesting of the PSUs and RSUs subject to the trading arrangement, and be net of shares withheld for taxes upon vesting and settlement of the PSUs and RSUs subject to the trading arrangement.

The trading arrangement is intended to satisfy the affirmative defense in Rule 10b5-1(c).

The duration of the trading arrangement is until May 19, 2027, or earlier if all transactions under the trading arrangement are completed.

On May 26, 2026, Wajid Ali, our Executive Vice President and Chief Financial Officer, adopted a modification of his Rule 10b5-1 trading arrangement entered into on November 28, 2025.

The modified plan provides for the sale from time to time of an aggregate of up to 61,936 shares of our common stock (based on PSUs vesting at target).

The actual number of shares sold under the trading arrangement will depend on achievement of performance targets applicable to the PSUs subject to the trading arrangement, be subject to vesting of the PSUs and RSUs subject to the trading arrangement, and be net of shares withheld for taxes upon vesting and settlement of the PSUs and RSUs subject to the trading arrangement.

The trading arrangement is intended to satisfy the affirmative defense in Rule 10b5-1(c).

The duration of the trading arrangement is until May 26, 2027, or earlier if all transactions under the trading arrangement are completed.

On May 28, 2026, Michael Hurlston, our President and Chief Executive Officer, adopted a Rule 10b5-1 trading arrangement providing for the sale from time to time of an aggregate of up to 1,096 shares of our common stock.

The trading arrangement is intended to satisfy the affirmative defense in Rule 10b5-1(c).

The duration of the trading arrangement is until May 28, 2027, or earlier if all transactions under the trading arrangement are completed.

This is called “incorporation by reference.” We intend to file our definitive proxy statement for our [removed: 2025] [added: 2026] 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.](#i086372a3eab74addacaf1f489f56fbd9_142) 34[)](#i086372a3eab74addacaf1f489f56fbd9_142)] [added: No.](#i907d06b081224f5692d1860258ba168d_148) 34[)](#i907d06b081224f5692d1860258ba168d_148)] | | | [removed: [60](#i086372a3eab74addacaf1f489f56fbd9_142)] [added: [61](#i907d06b081224f5692d1860258ba168d_148)] | | |

| [Consolidated Statements of Comprehensive Income (Loss)—Years Ended June [removed: 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)] [added: 27, 2026, June 28, 2025 and June 29, 2024](#i907d06b081224f5692d1860258ba168d_154)] | | | [removed: [63](#i086372a3eab74addacaf1f489f56fbd9_148)] [added: [64](#i907d06b081224f5692d1860258ba168d_154)] | | |

| [Consolidated Balance Sheets—June [removed: 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)] [added: 27, 2026 and June 28, 2025](#i907d06b081224f5692d1860258ba168d_157)] | | | [removed: [64](#i086372a3eab74addacaf1f489f56fbd9_151)] [added: [65](#i907d06b081224f5692d1860258ba168d_157)] | | |

| [Consolidated Statements of Cash Flows—Years Ended June [removed: 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)] [added: 27, 2026, June 28, 2025 and June 29, 2024](#i907d06b081224f5692d1860258ba168d_160)] | | | [removed: [65](#i086372a3eab74addacaf1f489f56fbd9_154)] [added: [66](#i907d06b081224f5692d1860258ba168d_160)] | | |

| [Consolidated Statements of Stockholders’ Equity—Years Ended June [removed: 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)] [added: 27, 2026, June 28, 2025 and June 29, 2024](#i907d06b081224f5692d1860258ba168d_163)] | | | [removed: [67](#i086372a3eab74addacaf1f489f56fbd9_157)] [added: [68](#i907d06b081224f5692d1860258ba168d_163)] | | |

| [Notes to Consolidated Financial [removed: Statements](#i086372a3eab74addacaf1f489f56fbd9_169)] [added: Statements](#i907d06b081224f5692d1860258ba168d_175)] | | | [removed: [68](#i086372a3eab74addacaf1f489f56fbd9_169)] [added: [70](#i907d06b081224f5692d1860258ba168d_175)] | | |

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

| [removed: 10.09*] [added: 10.9*] | | | | | | [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 | | | | | | | | |

| 21.1 | | | | | | [Subsidiaries of Lumentum Holdings [removed: Inc.](https://www.sec.gov/Archives/edgar/data/1633978/000162828025040830/liteq425-ex211.htm)] [added: Inc.](https://www.sec.gov/Archives/edgar/data/1633978/000162828026057358/liteq426-ex211.htm)] | | | | | | | | | | | | | | | | | | | | | | | | X | | |

| 23.1 | | | | | | [Consent of Independent Registered Public Accounting Firm (Deloitte & Touche [removed: LLP)](https://www.sec.gov/Archives/edgar/data/1633978/000162828025040830/liteq425-ex231.htm)] [added: LLP)](https://www.sec.gov/Archives/edgar/data/1633978/000162828026057358/liteq426-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/1633978/000162828025040830/liteq425-ex311.htm)] [added: 2002.](https://www.sec.gov/Archives/edgar/data/1633978/000162828026057358/liteq426-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/1633978/000162828025040830/liteq425-ex312.htm)] [added: 2002.](https://www.sec.gov/Archives/edgar/data/1633978/000162828026057358/liteq426-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/1633978/000162828025040830/liteq425-ex321.htm)] [added: 2002.](https://www.sec.gov/Archives/edgar/data/1633978/000162828026057358/liteq426-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/1633978/000162828025040830/liteq425-ex322.htm)] [added: 2002.](https://www.sec.gov/Archives/edgar/data/1633978/000162828026057358/liteq426-ex322.htm)] | | | | | | | | | | | | | | | | | | | | | | | | X | | |

| 97.1 | | | | | | [Compensation Recovery Policy](https://www.sec.gov/Archives/edgar/data/1633978/000162828025040830/liteq425-ex971.htm) | | | | | | [added: 10-K] | | | | | | [added: 97.1] | | | | | | [added: 8/19/2025] | | | | | | [removed: X] | | |

| 101 | | | | | | The following financial information from Lumentum Holdings Inc.’s Annual Report on Form 10-K for the fiscal year ended June [removed: 28, 2025] [added: 27, 2026] formatted in Inline XBRL (eXtensible Business Reporting Language): (i) Consolidated Statements of Operations for the fiscal years ended June [added: 27, 2026, June] 28, [removed: 2025,] [added: 2025 and] June 29, [removed: 2024 and July 1, 2023;] [added: 2024;] (ii) Consolidated Statements of Comprehensive Income for the fiscal years ended June [added: 27, 2026, June] 28, [removed: 2025,] [added: 2025 and] June 29, [removed: 2024 and July 1, 2023;] [added: 2024;] (iii) Consolidated Balance Sheets as of June [removed: 28, 2025] [added: 27, 2026] and June [removed: 29, 2024;] [added: 28, 2025;] (iv) Consolidated Statements of Cash Flows for the fiscal years ended June [added: 27, 2026, June] 28, [removed: 2025,] [added: 2025 and] June 29, [removed: 2024 and July 1, 2023 ;] [added: 2024;] (v) Consolidated Statements of Stockholders’ Equity for the fiscal years ended June [added: 27, 2026, June] 28, [removed: 2025,] [added: 2025 and] June 29, [removed: 2024 and July 1, 2023;] [added: 2024;] 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: 28, 2025,] [added: 27, 2026,] formatted in Inline XBRL (included as Exhibit 101). | | | | | | | | | | | | | | | | | | | | | | | | X | | |

| [Consolidated Statements of Operations—Years Ended June 27, 2026, June 28, 2025 and June 29, 2024](#i907d06b081224f5692d1860258ba168d_151) | | | [63](#i907d06b081224f5692d1860258ba168d_151) | | |

| Fiscal year ended June 27, 2026 | | | $ | 3.5 | | | | | | | | | | | $ | 0.1 | | | | | $ | (0.1) | | | | | | | | | | | $ | 3.5 | |

| Fiscal year ended June 27, 2026 | | | | | | $ | 440.8 | | | | | $ | 21.9 | | | | | $ | (273.7) | | | | | $ | 189.0 | |

| 3.3 | | | | | | [Certificate of Designation](https://www.sec.gov/Archives/edgar/data/1633978/000119312526085412/d41019dex31.htm) | | | | | | 8-K | | | | | | 3.1 | | | | | | 3/2/2026 | | | | | | | | |

| 4.9 | | | | | | [Indenture, dated September 8, 2025, between Lumentum Holdings Inc. and U.S. Bank Trust Company, National Association](https://www.sec.gov/Archives/edgar/data/1633978/000119312525198329/d863090dex41.htm) | | | | | | 8-K | | | | | | 4.1 | | | | | | 9/8/2025 | | | | | | | | |

| 4.10 | | | | | | [Form of 0.375% Convertible Senior Note due 2032 (included in Exhibit 4.9)](https://www.sec.gov/Archives/edgar/data/1633978/000119312525198329/d863090dex41.htm) | | | | | | 8-K | | | | | | 4.1 | | | | | | 9/8/2025 | | | | | | | | |

| 10.17 | | | | | | [Form of Capped Call Confirmation](https://www.sec.gov/Archives/edgar/data/1633978/000119312525198329/d863090dex101.htm) | | | | | | 8-K | | | | | | 10.1 | | | | | | 9/8/2025 | | | | | | | | |

| 10.18* | | | | | | [Lumentum Holdings Inc. 2025 Equity Incentive Plan](https://www.sec.gov/Archives/edgar/data/1633978/000119312525288083/d45514dex43.htm) | | | | | | S-8 | | | | | | 4.3 | | | | | | 11/19/2025 | | | | | | | | |

| 10.19* | | | | | | [Global Performance Unit Award Agreement under 2025 Equity Incentive Plan](https://www.sec.gov/Archives/edgar/data/1633978/000162828026005129/a2025stockplan-formofgloba.htm) | | | | | | 10-Q | | | | | | 10.3 | | | | | | 2/4/2026 | | | | | | | | |

| 10.20* | | | | | | [Global Restricted Stock Unit Award Agreement under 2025 Equity Incentive Plan](https://www.sec.gov/Archives/edgar/data/1633978/000162828026005129/a2025stockplan-formofglobaa.htm) | | | | | | 10-Q | | | | | | 10.4 | | | | | | 2/4/2026 | | | | | | | | |

| 10.21 | | | | | | [Credit Agreement, dated as of December 19, 2025, among Lumentum Holdings Inc., as borrower, the lenders from time to time party thereto and Wells Fargo Bank, National Association, as administrative agent and collateral agent](https://www.sec.gov/Archives/edgar/data/1633978/000119312525328691/d38670dex101.htm) | | | | | | 8-K | | | | | | 10.1 | | | | | | 12/22/2025 | | | | | | | | |

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

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| [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) | | |

| Fiscal year ended July 1, 2023 | | | $ | — | | | | | | | | | | | $ | — | | | | | $ | — | | | | | | | | | | | $ | — | |

| Fiscal year ended July 1, 2023 | | | | | | $ | 263.1 | | | | | $ | 42.7 | | | | | $ | (2.4) | | | | | $ | 303.4 | |

| Date: | | | August [removed: 19, 2025] [added: 17, 2026] | | | LUMENTUM HOLDINGS INC. | | | | | |

| /s/ MICHAEL HURLSTON | | | | | | President, Chief Executive Officer and Director (principal executive officer) | | | | | | August [removed: 19, 2025] [added: 17, 2026] | | |

| /s/ WAJID ALI | | | | | | Executive Vice President, Chief Financial Officer (principal financial officer) | | | | | | August [removed: 19, 2025] [added: 17, 2026] | | |

| /s/ [removed: MATTHEW SEPE] [added: ERIC CHANG] | | | | | | Chief Accounting Officer (principal accounting officer) | | | | | | August [removed: 19, 2025] [added: 17, 2026] | | |

| /s/ PAUL LUNDSTROM | | | | | | Director | | | | | | August [removed: 19, 2025] [added: 17, 2026] | | |

| /s/ JULIE JOHNSON | | | | | | Director | | | | | | August [removed: 19, 2025] [added: 17, 2026] | | |

| /s/ PENELOPE HERSCHER | | | | | | Director | | | | | | August [removed: 19, 2025] [added: 17, 2026] | | |

| /s/ BRIAN LILLIE | | | | | | Director | | | | | | August [removed: 19, 2025] [added: 17, 2026] | | |

| /s/ IAN SMALL | | | | | | Director | | | | | | August [removed: 19, 2025] [added: 17, 2026] | | |

| /s/ ISAAC HARRIS | | | | | | Director | | | | | | August [removed: 19, 2025] [added: 17, 2026] | | |

| /s/ PAMELA FLETCHER | | | | | | Director | | | | | | August [removed: 19, 2025] [added: 17, 2026] | | |

| Eric Chang | | | | | | | | | | | | | | |

| /s/ THAD TRENT | | | | | | Director | | | | | | August 17, 2026 | | |

| Thad Trent | | | | | | | | | | | | | | |

| Matthew Sepe | | | | | | | | | | | | | | |

| /s/ HAROLD COVERT | | | | | | Director | | | | | | August 19, 2025 | | |

| Harold Covert | | | | | | | | | | | | | | |