Lumentum Holdings Inc. (NASDAQ:LITE) said it has reached exchange agreements with certain holders of its convertible debt to issue about 5.7 million shares of common stock in return for $474.6 million in outstanding convertible notes.
The exchange covers around $264.8 million of the company’s 0.50% Convertible Senior Notes maturing in 2026 and approximately $209.8 million of its 1.50% Convertible Senior Notes due in 2029. The transaction is expected to create additional dilution of about 0.6 million shares linked to the conversion of the principal amounts.
The company said the exchanges are scheduled to close on or around April 13, 2026. After completion, about $63.1 million of the 2026 notes and roughly $84.5 million of the 2029 notes will remain outstanding, with their existing terms unchanged.
Lumentum will not receive any cash proceeds as part of the transaction. Instead, the company will take back and cancel the exchanged notes in return for issuing the new shares.
The exchanges are being carried out through a private placement under the Section 4(a)(2) exemption of the Securities Act. The securities were offered exclusively to institutional accredited investors and qualified institutional buyers in accordance with applicable regulations.