Cover and table of contents

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Cover and table of contents

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 10-Q

(Mark One)

☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended December 27, 2025

OR

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from

to

Commission File Number 001-36861

Lumentum Holdings Inc.

(Exact name of Registrant as specified in its charter)

Delaware47-3108385
(State or other jurisdiction of incorporation or organization)(I.R.S. Employer Identification Number)

1001 Ridder Park Drive, San Jose, California 95131

(Address of principal executive offices including Zip code)

(408) 546-5483

(Registrant’s telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act:

Title of each classTrading Symbol(s)Name of each exchange on which registered
Common Stock, par value of $0.001 per shareLITENasdaq Global Select Market

Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x No o

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes x No o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filerxAccelerated fileroNon-accelerated fileroSmaller reporting company☐
Emerging growth company☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No x

As of January 27, 2026, the Registrant had 71.4 million shares of common stock outstanding.

TABLE OF CONTENTS
Page
PART I - FINANCIAL INFORMATION
Item 1.Financial Statements (Unaudited)
Condensed Consolidated Statements of Operations for the Three and Six Months Ended December 27, 2025 and December 28, 20242
Condensed Consolidated Statements of Comprehensive Income (Loss) for the Three and Six Months Ended December 27, 2025 and December 28, 20243
Condensed Consolidated Balance Sheets as of December 27, 2025 and June 28, 20254
Condensed Consolidated Statements of Cash Flows for the Six Months Ended December 27, 2025 and December 28, 20245
Condensed Consolidated Statements of Stockholders’ Equity for the Three and Six Months Ended December 27, 2025 and December 28, 20247
Notes to Condensed Consolidated Financial Statements9
Item 2.Management’s Discussion and Analysis of Financial Condition and Results of Operations45
Item 3.Quantitative and Qualitative Disclosures About Market Risk62
Item 4.Controls and Procedures64
PART II - OTHER INFORMATION
Item 1.Legal Proceedings65
Item 1A.Risk Factors66
Item 2.Unregistered Sales of Equity Securities and Use of Proceeds98
Item 5.Other Information98
Item 6.Exhibits99
SIGNATURES101

PART I - FINANCIAL INFORMATION

Next: Item 1. FINANCIAL STATEMENTS (UNAUDITED)