Lumentum Holdings Inc.

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

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

“Our customers include cloud and network service providers, AI infrastructure providers, and network equipment manufacturers (“NEMs”).”

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

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

“the restrictions in China on the export of indium, gallium, germanium and other rare earth metals and critical minerals”

“making our non-U.S. operations more expensive when reported in U.S. dollars, primarily due to the costs of payroll”

“We manufacture some of our finished good products as well as some of the components that we provide to our contract manufacturers in our China, Japan, Thailand, United Kingdom, and San Jose, California manufacturing facilities.”

“Our headquarters are located in San Jose, California, and we have manufacturing capabilities and facilities in North America, Asia-Pacific, and Europe.”

“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.”

“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.”

“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.”

“we recognized a gain on sale of facility of $34.9 million, which was recorded in our consolidated statements of operations for the year ended June 28, 2025.”

“The immense computational demands of training and running AI models are shifting infrastructure from traditional copper interconnects to high-speed photonics.”

“R&D expense increased by $52.6 million, or 17.3% during fiscal year 2026 compared to fiscal year 2025”

“we recorded restructuring and related charges of $11.4 million, primarily related to a reduction in force during the period in order to enhance operational efficiency”

“We have repeatedly taken advantage of opportunities for convertible debt financing and have $1,554.3 million in aggregate principal amount of debt outstanding.”

“in December 2025, we entered into a credit agreement (the “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.”

“armed conflicts and geopolitical tensions in many parts of the world (including as a result of the on-going Russia-Ukraine war, ongoing conflicts in the Middle East, including the U.S.-Iran war”

“The markets in which we sell products are undergoing product, architectural and business model transitions, driven in part by the deployment of AI, high customer concentrations, are highly competitive, are price sensitive and/or are affected by customer seasonality”

“the European Union adopted the GDPR, which became effective in May 2018, establishing stringent requirements for data protection in Europe and providing for substantial penalties for noncompliance.”

“the Registration, Evaluation, Authorization and Restriction of Chemicals (“REACH”), the Restriction of the Use of Certain Hazardous Substances in Electrical and Electronic Equipment Directive (“RoHS”) and the Waste Electrical and Electronic Equipment Directive (“WEEE”) enacted in the European Union”

“pursuant to Section 1502 of the Dodd-Frank Wall Street Reform and Consumer Protection Act, the SEC has promulgated rules requiring disclosure regarding the use of certain “conflict minerals””

“Various current and proposed regulatory frameworks in the U.S., the European Union, China and other jurisdictions address the development and use of AI in products and services.”

“the tariff landscape continues to evolve and, as a result, the full impact of current or future tariff measures on our business is uncertain”

“If we raise additional funds through future issuances of equity, or equity-linked or convertible debt securities, our existing stockholders could suffer significant dilution”

“we are subject to ongoing attempts by malicious actors, including through hacking, malware, ransomware, denial-of-service attacks, social engineering... cyber-attacks leveraging AI are likely to pose increasing threats.”

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

“The imposition of tariffs on certain imported goods and materials and export controls on critical components may increase our costs and place upward pressure on the cost of goods sold”

“We expect to face increasing worldwide regulatory activity relating to climate change in the future.”

“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”

“Our failure to comply with current and future environmental or health or safety requirements could cause us to incur substantial costs, including significant capital expenditures”

“uncertainty in the macroeconomic environment, increasing interest rates and other factors have resulted in volatility in the capital markets and less favorable financing terms.”

“From time-to-time, we have experienced problems achieving acceptable yields in our manufacturing facilities, resulting in delays in the availability of our products”

“our reliance on a limited number of suppliers and customers”

“we expect the higher level of volatility in foreign exchange markets will likely continue.”

“Our common stock is listed on the Nasdaq Global Select Market under the symbol “LITE.””

“counterparty risk with respect to the 2032 Capped Call Options”

“the imposition of export control measures on customers in China may cause those customers to seek domestic alternatives to our products”

“our competitors may seek to vertically integrate by buying suppliers that also supply products or components to us”

“the risk of financial loss in excess of amounts covered by insurance, or uninsured risks, such as the loss caused by damage to the buildings as a result of earthquakes, floods, typhoons, tsunamis, fires”

“our backlog may not be an accurate indicator of our level and timing of future revenue”