Marvell Technology — Q3 FY2027 Earnings Summary

Financial Performance:

• Marvell reported preliminary revenue for the fiscal third quarter of 2027 consistent with previously provided guidance.
• Marvell maintained the midpoint of its prior guidance while narrowing the expected range to plus or minus 2%, compared to the original range of plus or minus 5%.
• Lumentum issued fiscal first quarter 2027 results, with full details available on the Lumentum Investors website; specific financial figures are not included in this release.
• The transaction implies an enterprise value of $115 billion for Lumentum, representing approximately $1,132 per share and a premium of approximately 23.9% based on the unaffected closing share price as of October 28, 2026.
• The combined company is expected to generate more than $1 billion in annual run-rate cost synergies.
• The transaction is expected to be accretive to Marvell non-GAAP earnings per share in year one post-close.
• The combination is expected to enhance the combined company's long-term revenue growth, non-GAAP gross margin, and non-GAAP operating margin profile.

Guidance and Future Outlook:

• The transaction is expected to close in the first half of calendar year 2028, subject to stockholder approval, regulatory approvals, and other customary closing conditions.
• The combined company anticipates expanding its total addressable market to $550 billion.
• The combined entity aims to enable end-to-end extreme co-design, high-volume production of fully-optimized, pre-validated optical solutions, and faster time to market for customers.
• Management expects the combined company to address customer connectivity requirements across a broad range of distances and topologies, from distributed data centers to advanced semiconductor packages.

Business Segments and Product Lines:

• The combination merges Marvell's electrical and optical interconnect, network switching, custom XPU and XPU attach, and advanced semiconductor technologies with Lumentum's high-performance lasers, optical transceivers, optical circuit switching (OCS), and specialized compound semiconductor manufacturing.
• Post-closing, the combined company will offer a portfolio spanning leading-edge CMOS, silicon photonics, compound semiconductors, advanced packaging, and manufacturing capabilities.
• The combined entity will focus on delivering highly integrated optical solutions to meet the physical limitations of copper-based connectivity and the shifting industry trend from discrete modular components to highly integrated solutions.
• Lumentum brings advanced compound semiconductor manufacturing and process technologies, including indium phosphide (InP), as well as high-speed and high-power laser capabilities.

Market and Competitive Landscape:

• The AI infrastructure industry is described as being at an inflection point, with rapidly growing bandwidth requirements accelerating the transition toward optical technologies.
• The market is shifting from discrete, modular components toward highly integrated optical solutions requiring closer co-design of electrical and optical technologies to deliver greater bandwidth, performance, and energy efficiency.
• The combined company is positioned to serve customers in emerging scale-up and scale-in markets.
• The transaction creates a category leader in AI connectivity, addressing scale-across, scale-out, scale-up, and scale-in domains.

Risks and Challenges:

• The transaction is subject to risks including the ability to secure stockholder and regulatory approvals, the potential for business disruption, and the difficulty in attracting and retaining qualified personnel.
• Forward-looking statements involve risks related to general economic conditions, competition, pricing trends, customer capital spending patterns, and the successful integration of operations.
• There are risks regarding the ability to realize expected synergies and benefits within the expected timeframe, as well as fluctuations in stock prices.
• Marvell's preliminary financial results are unaudited and subject to completion of quarter-end financial closing procedures and review by independent auditors; actual results may differ materially.

Management Commentary and Tone:

• Matt Murphy, Chairman and CEO of Marvell, stated that AI infrastructure is undergoing a fundamental architectural shift toward optical connectivity, creating an opportunity that comes along once in a generation.
• Murphy emphasized that companies moving first to define this transition will set the standard for decades to come.
• Michael Hurlston, President and CEO of Lumentum, stated that joining Marvell creates a company uniquely positioned to capitalize on a $550 billion market opportunity and generate significant, sustainable stockholder value.
• Hurlston noted that the combination enhances the ability to deliver next-generation solutions at scale and meet customers' complete interconnect needs.

Other Key Points:

• Marvell will acquire Lumentum in an all-stock transaction with a fixed exchange ratio of 4.500 shares of Marvell common stock for each share of Lumentum common stock.
• Post-closing, current Marvell stockholders will own approximately 67% of the combined company on a fully diluted basis, while Lumentum stockholders will own approximately 33%.
• Matt Murphy will continue as Chairman and CEO of the combined company.
• Three members of Lumentum's Board of Directors, including CEO Michael Hurlston, will join Marvell's Board.
• Marvell and Lumentum will host a joint conference call at 5:00 a.m. Pacific Time (8:00 a.m. Eastern Time) to discuss the transaction.
• Qatalyst Partners serves as lead financial advisor to Marvell, with J.P. Morgan Securities LLC and Goldman Sachs & Co. LLC as financial advisors.
• Citigroup Global Markets Inc. and Evercore serve as financial advisors to Lumentum.