Lumentum exchanges $474.6 million in convertible notes for 5.7 million shares

Lumentum Holdings Inc. (NASDAQ: LITE) entered into exchange agreements with certain convertible note holders to deliver approximately 5.7 million shares of common stock in exchange for $474.6 million in principal amount of outstanding convertible notes, according to a company statement.

The exchange involves approximately $264.8 million principal amount of the company's 0.50% Convertible Senior Notes due 2026 and approximately $209.8 million principal amount of 1.50% Convertible Senior Notes due 2029. The transactions will result in incremental dilution of approximately 0.6 million shares related to the principal amounts.

The exchange transactions are expected to close on or about April 13, 2026. Following completion, approximately $63.1 million in aggregate principal amount of 2026 Notes will remain outstanding and approximately $84.5 million in aggregate principal amount of 2029 Notes will remain outstanding, with terms unchanged.

Lumentum will not receive cash proceeds from the exchanges. The company will receive and cancel the exchanged notes in return for delivering the common stock shares.

The transactions are being conducted as a private placement under Section 4(a)(2) of the Securities Act exemption. Shares were offered only to institutional accredited investors or qualified institutional buyers under Securities Act regulations.

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