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Item 8 — Financial Statements and Supplementary Data
Lumentum Holdings Inc. · 10-K · FY 2026 · Period ended Jun 27, 2026
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REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Stockholders and the Board of Directors of Lumentum Holdings Inc.
Opinion on the Financial Statements
We have audited the accompanying consolidated balance sheets of Lumentum Holdings Inc. and subsidiaries (the “Company”) as of June 27, 2026 and June 28, 2025, the related consolidated statements of operations, comprehensive income (loss), cash flows, and stockholders’ equity for each of the three years in the period ended June 27, 2026, and the related notes and the schedule listed in the Index at Item 15 (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of June 27, 2026 and June 28, 2025, and the results of its operations and its cash flows for each of the three years in the period ended June 27, 2026, in conformity with accounting principles generally accepted in the United States of America.
We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company's internal control over financial reporting as of June 27, 2026, based on criteria established in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission and our report dated August 17, 2026, expressed an unqualified opinion on the Company's internal control over financial reporting.
Basis for Opinion
These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.
Critical Audit Matters
The critical audit matter communicated below is a matter arising from the current-period audit of the financial statements that was communicated or required to be communicated to the audit committee and that (1) relates to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit matters below, providing a separate opinion on the critical audit matters or on the accounts or disclosures to which it relates.
Inventories, Valuation of Inventory - Refer to Notes 1 and 7 to the financial statements
Critical Audit Matter Description
The Company assesses the value of inventory and writes down those inventories which are obsolete or in excess of forecasted demand to the lower of their cost or estimated net realizable value. The Company’s estimates of forecasted demand are based upon analysis and assumptions including, but not limited to, expected product lifecycles, product development plans and historical usage by product.
We identified the valuation of inventory as a critical audit matter because of the significant assumptions management makes with regards to estimating certain elements of the excess and obsolete write downs. This required a high degree of auditor judgment and an increased extent of effort when performing audit procedures to evaluate the reasonableness of inputs used in management’s valuation of inventory excess and obsolete write downs including estimates of expected product lifecycles, product development plans and historical usage by product.
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How the Critical Audit Matter Was Addressed in the Audit
Our audit procedures related to management’s estimates of forecasted demand used in the valuation of inventory excess and obsolete write downs included the following, among others:
•We tested the effectiveness of controls over the review and approval of the valuation of inventory for excess and obsolete write downs, including controls designed to review the assumptions regarding expected product lifecycles, product development plans and historical usage by product.
•We selected a sample of inventory products and tested the forecasted demand by comparing internal and external information (e.g. historical usage, contracts, communications with customers, expected product lifecycles, product development plans, macroeconomic conditions, and inquiries with business unit managers, executives, sales, and operations personnel) with the Company’s forecasted demand.
•We selected a sample of inventory products and evaluated management's ability to accurately estimate forecasted demand by comparing current usage by product to estimates made in prior year.
•We considered the existence of contradictory evidence based on reading of internal communications to management and the board of directors, Company press releases, and analyst reports, as well as our observations and inquiries as to changes within the business.
/s/ DELOITTE & TOUCHE LLP
San Jose, California
August 17, 2026
We have served as the Company's auditor since 2016.
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LUMENTUM HOLDINGS INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
(in millions, except per share data)
Years Ended
June 27, 2026 June 28, 2025 June 29, 2024
Net revenue $ 3,014.0 $ 1,645.0 $ 1,359.2
Cost of sales 1,680.5 1,102.9 1,023.8
Amortization of acquired developed intangibles 77.6 82.2 83.9
Gross profit 1,255.9 459.9 251.5
Operating expenses:
Research and development 356.5 303.9 302.2
Selling, general and administrative 363.2 348.2 310.7
Restructuring and related charges 11.4 22.8 72.6
Gain on sale of facility — (34.9) —
Total operating expenses 731.1 640.0 685.5
Income (loss) from operations 524.8 (180.1) (434.0)
Loss on debt extinguishment (7,756.6) — —
Escrow settlement 27.5 — —
Interest expense (21.8) (22.2) (33.8)
Other income, net 53.3 30.2 62.1
Total other (expense) income, net (7,697.6) 8.0 28.3
Loss before income taxes (7,172.8) (172.1) (405.7)
Income tax (benefit) provision (237.7) (198.0) 140.8
Net (loss) income $ (6,935.1) $ 25.9 $ (546.5)
Net (loss) income per share:
Basic $ (92.96) $ 0.38 $ (8.12)
Diluted $ (92.96) $ 0.37 $ (8.12)
Shares used to compute net (loss) income per share - common stock and preferred stock assuming conversion:
Basic 74.6 69.0 67.3
Diluted 74.6 69.6 67.3
See accompanying Notes to Consolidated Financial Statements.
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LUMENTUM HOLDINGS INC.
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)
(in millions)
Years Ended
June 27, 2026 June 28, 2025 June 29, 2024
Net (loss) income $ (6,935.1) $ 25.9 $ (546.5)
Other comprehensive (loss) income, net of tax:
Net change in cumulative translation adjustment (0.3) 0.1 (0.6)
Net change in unrealized gain on available-for-sale securities (1.7) 1.9 4.7
Net change in defined benefit obligations 3.0 (2.3) 1.1
Other comprehensive income (loss), net of tax 1.0 (0.3) 5.2
Comprehensive (loss) income, net of tax $ (6,934.1) $ 25.6 $ (541.3)
See accompanying Notes to Consolidated Financial Statements.
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LUMENTUM HOLDINGS INC.
CONSOLIDATED BALANCE SHEETS
(in millions, except per share data)
June 27, 2026 June 28, 2025
ASSETS
Current assets:
Cash and cash equivalents $ 2,043.5 $ 520.7
Short-term investments 694.9 356.4
Accounts receivable, net 520.3 250.0
Inventories 691.6 470.1
Prepayments and other current assets 211.6 120.1
Total current assets 4,161.9 1,717.3
Property, plant and equipment, net 1,159.1 726.4
Operating lease right-of-use assets, net 29.2 27.9
Goodwill 1,069.3 1,060.9
Other intangible assets, net 326.9 465.1
Deferred tax asset 530.9 210.3
Other non-current assets 30.2 10.8
Total assets $ 7,307.5 $ 4,218.7
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Accounts payable $ 567.4 $ 225.2
Accrued payroll and related expenses 146.3 57.9
Accrued expenses 64.9 34.6
Current portion of long-term debt 1,596.9 10.6
Operating lease liabilities, current 13.5 11.4
Other current liabilities 91.5 53.1
Total current liabilities 2,480.5 392.8
Long-term debt 40.5 2,562.6
Operating lease liabilities, non-current 20.3 23.6
Deferred tax liability 7.1 7.2
Other non-current liabilities 115.2 97.8
Total liabilities 2,663.6 3,084.0
Commitments and contingencies (Note 16)
Stockholders’ equity:
Preferred stock, $0.001 par value, 10 authorized shares, 2.9 shares and zero shares issued and outstanding as of June 27, 2026 and June 28, 2025, respectively 0.0 —
Common stock, $0.001 par value, 990 authorized shares; 88.6 and 69.8 shares issued and outstanding as of June 27, 2026 and June 28, 2025, respectively 0.1 0.1
Additional paid-in capital 12,430.1 1,986.8
Accumulated deficit (7,796.3) (861.2)
Accumulated other comprehensive income 10.0 9.0
Total stockholders’ equity 4,643.9 1,134.7
Total liabilities and stockholders’ equity $ 7,307.5 $ 4,218.7
See accompanying Notes to Consolidated Financial Statements.
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LUMENTUM HOLDINGS INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(in millions)
Years Ended
June 27, 2026 June 28, 2025 June 29, 2024
OPERATING ACTIVITIES:
Net (loss) income $ (6,935.1) $ 25.9 $ (546.5)
Adjustments to reconcile net (loss) income to net cash provided by operating activities:
Depreciation expense 128.8 104.3 110.6
Stock-based compensation 170.2 177.2 128.8
Bad debt expense 0.1 3.4 —
Changes in income tax valuation allowance (236.3) (153.1) 150.1
Amortization and write-off of acquired intangible assets 138.2 152.4 179.7
Write-off of right-of-use assets — 7.8 —
Write-down and loss on sales and dispositions of property, plant and equipment 21.7 5.2 2.6
Loss on debt extinguishment 7,756.6 — —
Amortization of debt issuance costs 3.8 3.0 14.6
Amortization of inventory fair value adjustment in connection with acquisition — — 8.3
Inducement expense on partial repurchase of 2026 Notes 5.9 — —
Gain on sale of facility — (34.9) —
Other non-cash income, net (10.5) (3.5) (12.2)
Changes in operating assets and liabilities:
Accounts receivable (270.4) (58.7) 72.3
Inventories (228.4) (71.3) 73.8
Operating lease right-of-use assets, net (1.3) 5.1 3.4
Prepayments and other current and non-currents assets (96.2) (35.1) 30.6
Income taxes, net (47.9) (65.1) (72.4)
Accounts payable 221.6 69.2 (89.7)
Accrued payroll and related expenses 88.4 22.0 (8.9)
Operating lease liabilities (1.2) (5.7) (4.3)
Accrued expenses and other current and non-current liabilities 43.4 (21.8) (16.1)
Net cash provided by operating activities 751.4 126.3 24.7
INVESTING ACTIVITIES:
Payments for acquisition of property, plant and equipment (451.3) (231.0) (133.0)
Acquisition of businesses, net of cash acquired (38.0) — (700.9)
Payment for acquisition of intangible assets — — (4.0)
Purchases of short-term investments (603.4) (365.9) (278.7)
Proceeds from maturities and sales of short-term investments 264.8 464.7 1,001.5
Proceeds from sale of facility, net of cash and selling costs — 47.8 —
Proceeds from the sales of property and equipment 42.4 0.3 0.8
Net cash used in investing activities (785.5) (84.1) (114.3)
FINANCING ACTIVITIES:
Proceeds from the issuance of Series A Convertible Preferred Stock 1,999.7 — —
Proceeds from the issuance of 2032 Notes, net of issuance costs 1,254.7 — —
Proceeds from term loans 47.9 76.5 —
Proceeds from employee stock plans 17.1 16.1 14.4
Payment for partial repurchase of 2026 Notes (843.1) — —
Cash paid for conversions of convertible notes (520.0) — —
Payment, repurchase and conversion of 2024 Notes — — (323.1)
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LUMENTUM HOLDINGS INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(in millions)
Payment for 2032 capped call options (102.0) — —
Principal payments on term loans (14.0) (8.1) —
Payment of withholding taxes related to net share settlement of restricted stock units (281.0) (41.7) (24.0)
Payment of acquisition related holdback — (1.0) —
Payment for financing costs related to revolving credit facility (2.4) — —
Net cash provided by (used in) financing activities 1,556.9 41.8 (332.7)
Increase (decrease) in cash and cash equivalents 1,522.8 84.0 (422.3)
Cash and cash equivalents at beginning of period 520.7 436.7 859.0
Cash and cash equivalents at end of period $ 2,043.5 $ 520.7 $ 436.7
Supplemental disclosure of cash flow information:
Cash paid for taxes, net $ 46.7 $ 20.6 $ 61.2
Cash paid for interest 15.7 19.1 19.7
Supplemental disclosure of non-cash transactions:
Unpaid property, plant and equipment in accounts payable and accrued expenses $ 181.4 $ 43.4 $ 11.8
Right-of-use assets obtained in exchange for new operating lease liabilities 12.0 6.4 16.0
Net transfer of assets from property, plant, and equipment to assets-held-for-sale 4.2 — —
Holdback receivable from sale of property, plant, and equipment 3.0 — —
Unpaid intangible assets in accrued expense — — 1.0
Share-based purchase price consideration in connection with the Cloud Light acquisition — — 23.5
Aggregate principal amount of the convertible notes settled through issuance of common stock (equitization) 1,124.9 — —
See accompanying Notes to Consolidated Financial Statements.
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LUMENTUM HOLDINGS INC.
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
(in millions)
Series A Convertible Preferred Stock Common Stock Additional Paid-In Capital Retained Earnings (Accumulated Deficit) Accumulated Other Comprehensive Income Total Stockholders’ Equity
Shares Amount Shares Amount
Balance as of July 1, 2023 — $ — 66.4 $ 0.1 $ 1,692.2 $ (340.6) $ 4.1 $ 1,355.8
Net loss — — — — — (546.5) — (546.5)
Other comprehensive income — — — — — — 5.2 5.2
Issuance of shares in connection with vesting of restricted stock units and performance stock units — — 1.5 — — — — —
Withholding taxes related to net share settlement of restricted stock units — — (0.4) — (24.0) — — (24.0)
ESPP shares issued — — 0.4 — 14.4 — — 14.4
Equity awards pursuant to merger agreement — — — — 23.5 — — 23.5
Stock-based compensation — — — — 128.9 — — 128.9
Balance as of June 29, 2024 — $ — 67.9 $ 0.1 $ 1,835.0 $ (887.1) $ 9.3 $ 957.3
Net income — — — — — 25.9 — 25.9
Other comprehensive income — — — — — — (0.3) (0.3)
Issuance of shares in connection with vesting of restricted stock units and performance stock units — — 2.0 — — — — —
Withholding taxes related to net share settlement of restricted stock units — — (0.7) — (41.7) — — (41.7)
Exercise of stock options — — 0.3 — 3.3 — — 3.3
ESPP shares issued — — 0.3 — 12.8 — — 12.8
Stock-based compensation — — — — 177.4 — — 177.4
Balance as of June 28, 2025 — $ — 69.8 $ 0.1 $ 1,986.8 $ (861.2) $ 9.0 $ 1,134.7
Net loss — — — — — (6,935.1) — (6935.1)
Other comprehensive income — — — — — — 1.0 1.0
Issuance of Series A Convertible Preferred Stock, net of issuance costs 2.9 0.0 — — 1,999.7 — — 1,999.7
Issuance of shares in exchange for convertible notes (equitization) — — 10.6 — 8,876.9 — — 8,876.9
Issuance of shares in connection with vesting of restricted stock units and performance stock units — — 2.4 — — — — —
Withholding taxes related to net share settlement of restricted stock units — — (0.8) — (281.0) — — (281.0)
Exercise of stock options — — 0.4 — 2.9 — — 2.9
ESPP shares issued — — 0.2 — 14.2 — — 14.2
Stock-based compensation — — — — 165.2 — — 165.2
Fair value of incremental consideration on partial repurchase of 2026 Notes — — — — (256.9) — — (256.9)
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LUMENTUM HOLDINGS INC.
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
(in millions)
2032 capped call options, net of tax — — — — (77.0) — — (77.0)
Conversion of convertible notes for conversion value in excess of principal amount — — 6.0 — (0.7) — — (0.7)
Balance as of June 27, 2026 2.9 $ 0.0 88.6 $ 0.1 $ 12,430.1 $ (7,796.3) $ 10.0 $ 4,643.9
See accompanying Notes to Consolidated Financial Statements.
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LUMENTUM HOLDINGS INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Note 1. Description of Business and Summary of Significant Accounting Policies
Description of Business
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 are essential to a range of cloud, artificial intelligence and machine learning (“AI/ML”), telecommunications, consumer, and industrial end-market applications. We operate in one reportable segment as a single, integrated enterprise. See “Note 17. Operating Segments and Geographic Information”.
We disaggregate revenue by type of product, which are Components and Systems, and by geography. A Components product is defined as one of the individual building blocks that goes into creating a larger solution. It is typically not a complete solution on its own but rather a specialized element that enables system functionality. This includes semiconductor laser chips, laser sub-assemblies, line subsystems and wavelength management systems. These are supplied to customers who then integrate them into their own full system solutions. Components represent foundational parts that support or enable that system’s operation and include optical chips and subsystems that are supplied to cloud data center operators, AI/ML infrastructure providers, and network equipment manufacturer customers.
A Systems product is defined as a complete, stand-alone solution that delivers full functionality to the end customer. It is typically self-contained and ready to operate within a customer’s network or application environment. This includes optical modules, optical circuit switches, and industrial lasers such as short-pulse solid-state lasers and kilowatt-class fiber lasers. These products integrate multiple technologies and subsystems into a finished solution that directly addresses a customer’s needs. A system represents the end-product that can be deployed and used independently.
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 offerings support access (local), metro (intracity), long-haul (intercity and global), and submarine (undersea) network infrastructure. Our products serve enterprise network infrastructure needs, including storage area networks (“SANs”), local area networks (“LANs”), and wide area networks (“WANs”). Demand for our products is fueled by the ongoing expansion of network capacity required to support cloud services, AI/ML processing, streaming video, video conferencing, wireless and mobile connectivity, and the internet of things (“IoT”). In addition, our industrial laser products are used for precision material processing across diverse industries, including semiconductor and microelectronics fabrication, electric vehicle and battery production, metal cutting and welding, and advanced manufacturing that emphasize greater manufacturing precision, flexibility, and sustainability.
Basis of Presentation
We have prepared the consolidated financial statements in accordance with U.S. generally accepted accounting principles (“GAAP”), which requires management to make estimates and assumptions that affect the amounts reported in our consolidated financial statements and accompanying notes. Management bases its estimates on historical experience and various other assumptions believed to be reasonable. Although these estimates are based on management’s best knowledge of current events and actions that may impact us in the future, actual results may be different from the estimates. Our critical accounting policies are those that affect our financial statements materially and involve difficult, subjective or complex judgments by management. These policies are inventory valuation, revenue recognition, income taxes, goodwill and business combinations.
Prior to fiscal year 2026, we operated in two reportable segments consisting of Cloud & Networking and Industrial Tech. During the first quarter of fiscal year 2026, we implemented a re-organization, and we are now managed as a single, integrated enterprise, with a unified management team overseeing operations across the entire company, rather than through discrete operating segments. The chief operating decision maker (“CODM”) is our Chief Executive Officer, who reviews financial information presented as a single enterprise for purposes of allocating resources and evaluating financial performance. Accordingly, following the reorganization, we determined we operate in a single reporting segment. Comparative prior period segment information has been updated to reflect the new segment structure and measures. The changes in our operating segments had no impact on our previously reported consolidated results of operations, financial position or cash flows. Refer to “Note 17. Operating Segments and Geographic Information” for more details.
Our business and operating results depend significantly on general market and economic conditions. The current global macroeconomic environment is volatile and continues to be adversely impacted by many factors including inflation, a dynamic supply chain and demand environment, changes in trade policies, including heightened, scheduled, or threatened tariffs, trade restrictions including for certain rare earth minerals, and signs of a fluctuating macroeconomic environment.
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LUMENTUM HOLDINGS INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
We are actively monitoring and assessing the ongoing global trade environment, particularly with respect to recent changes in tariff regulations. We have assessed the potential impacts of heightened restrictions and tariffs on our allowance for credit losses, the carrying value of our goodwill and other long-lived assets, inventory valuation, and revenue recognition. While we have determined there was not a material impact to our consolidated financial statements as of June 27, 2026 and for the year ended June 27, 2026, import tariffs implemented by the U.S. and other countries, as currently in effect and/or proposed, could have a material impact on our results in the future. The impact of tariffs is dependent on negotiations with customers and suppliers and other mitigation efforts and potential further changes in global trade policies, including higher tariffs in the U.S. or other countries.
Fiscal Years
We utilize a 52-53 week fiscal year ending on the Saturday closest to June 30th. Every fifth or sixth fiscal year will have a 53-week period. The additional week in a 53-week year is added to the third quarter, making such quarter consist of 14 weeks. Our fiscal years 2026, 2025 and 2024 were 52-week years, ending on June 27, 2026, June 28, 2025 and June 29, 2024, respectively. Our fiscal year 2027 ending on July 3, 2027 has a 53-week period.
Principles of Consolidation
The consolidated financial statements are prepared in accordance with GAAP and includes the accounts of Lumentum Holdings Inc. and its wholly owned subsidiaries. Intercompany transactions and balances are fully eliminated in consolidation.
Business Combination
On March 17, 2026, we acquired a manufacturing facility in Greensboro, North Carolina for $38.0 million in cash from a third party. The acquired business mainly included land and building, machinery and equipment, and an assembled workforce. We have applied the acquisition method of accounting to account for these transactions in accordance with ASC Topic 805, Business Combinations. Our consolidated financial statements include the operating results of the acquired entities from the acquisition close date. Refer to “Note 4. Business Combination”.
Summary of Significant Accounting Policies
Our significant accounting policies are those that affect our financial statements materially and involve difficult, subjective or complex judgments by management. We believe that the significant accounting policies described below, involve a greater degree of judgment and complexity and are the most critical to aid in fully understanding and evaluating our consolidated financial statements. These policies include inventory valuation, revenue recognition, income taxes, goodwill and business combinations. For a description of our critical accounting policies, also refer to “Management’s Discussion and Analysis of Financial Condition and Results of Operations”, Critical Accounting Policies and Estimates.
Cash Equivalents
We consider highly liquid fixed income securities with original maturities of three months or less at the time of purchase to be cash equivalents. As of June 27, 2026, our cash equivalents consist of money market funds, commercial paper and U.S. Treasury securities.
Short-Term Investments
We classify our investments in debt securities as available-for-sale and record these investments at fair value. Investments with an original maturity of three months or less at the date of purchase are considered cash equivalents, while all other investments are classified as short-term based on management’s intent and ability to use the funds in current operations. Unrealized gains and losses are reported as a component of other comprehensive (loss) income. Realized gains and losses are determined based on the specific identification method, and are reflected as other (expense) income, net in our consolidated statements of operations.
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LUMENTUM HOLDINGS INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
We regularly review our investment portfolio to identify and evaluate investments that have indicators of possible impairment. Factors considered in determining whether a loss is other-than-temporary include, but are not limited to: the length of time and extent a security’s fair value has been below its cost, the financial condition and near-term prospects of the investee, the credit quality of the security’s issuer, likelihood of recovery and our intent and ability to hold the security for a period of time sufficient to allow for any anticipated recovery in value. For our debt instruments, we also evaluate whether we have the intent to sell the security, or it is more likely than not that we will be required to sell the security before recovery of its cost basis.
Fair Value of Financial Instruments
We define fair value as the price that would be received from selling an asset, or paid to transfer a liability, in an orderly transaction between market participants at the measurement date. When determining the fair value measurements for assets and liabilities which are required to be recorded at fair value, we consider the principal or most advantageous market in which to transact and the market-based risk. We apply fair value accounting for all financial assets and liabilities that are recognized or disclosed at fair value in the financial statements on a recurring basis. The carrying amounts reported in the consolidated financial statements approximate the fair value for cash, accounts receivable, accounts payable and accrued liabilities due to their short-term nature.
Basic and Diluted Net (Loss) Income per Share
We calculate basic net (loss) income per share pursuant to the two-class method as a result of the issuance of the Series A Convertible Preferred Stock (the “Preferred Stock”) in March 2026. Our Preferred Stock represents a second class of common stock for purposes of computing net (loss) income per share under the two-class method as it is entitled to receive dividends on an as-converted basis in the same manner as holders of common stock and does not have any material preferential rights relative to our common stock.
Diluted net (loss) income per share is calculated assuming the Preferred Stock have been converted into common stock, and the related shares are included in the diluted weighted-average share. As the Preferred Stock participates on an if-converted basis, and there are no dividends, the (loss) income allocated to the two classes of stock converge and the results are mathematically equal. Thus, basic and diluted net (loss) income per share is calculated assuming the Preferred Stock have been converted into common stock, and the related shares are included in the weighted average shares outstanding.
Potentially dilutive common shares result from the assumed exercise of outstanding stock options, assumed vesting of outstanding equity awards, assumed issuance of stock under the employee stock purchase plan, assumed conversion of the Preferred Stock, and assumed conversion of the aggregate principal outstanding of our 2032 Notes, 2029 Notes, 2028 Notes and 2026 Notes (collectively, the “convertible notes”). We used the if-converted method for all convertible notes in the diluted net income per share calculation. In September 2024, we made an irrevocable settlement method election, wherein upon conversion, we are required to satisfy our conversion obligation with respect to such converted convertible notes by delivering cash equal to the principal amount of such converted convertible notes and cash, shares of common stock or a combination of cash and shares of common stock, at our election, with respect to any conversion value in excess thereof. Therefore, the convertible notes will only be dilutive when the average share price of our stock exceeds the conversion price, as the principal will be paid in cash.
The dilutive effect of securities from the Equity Incentive Plans are reflected in diluted earnings per share by application of the treasury stock method, which includes consideration of unamortized share-based compensation expense and the dilutive effect of in-the-money options and non-vested restricted stock units. Under the treasury stock method, the amount the employee must pay for exercising stock options and the amount of unamortized share-based compensation expense are collectively assumed to be used to repurchase hypothetical shares. An increase in the fair value of our common stock can result in a greater dilutive effect from potentially dilutive awards.
Anti-dilutive potential shares from the Equity Incentive Plans are excluded from the calculation of diluted earnings per share if their exercise price exceeded the average market price during the period or the share-based awards were determined to be anti-dilutive based on applying the treasury stock method.
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LUMENTUM HOLDINGS INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
Inventory Valuation
Inventory is recorded at standard cost, which approximates actual cost computed on a first-in, first-out basis, not in excess of net realizable value. We assess the value of our inventory on a quarterly basis and write down those inventories which are obsolete or in excess of our forecasted demand to the lower of their cost or estimated net realizable value. Our estimates of forecasted demand are based on our analysis and assumptions including, but not limited to, expected product lifecycles, product development plans and historical usage by product. Our product line management personnel play a key role in our excess review process by providing updated sales forecasts, managing product transitions and working with manufacturing to minimize excess inventory. If actual market conditions are less favorable than our forecasts, or actual demand from our customers is lower than our estimates, we may be required to record additional inventory write-downs. If actual market conditions are more favorable than anticipated, inventory previously written down may be sold, resulting in lower cost of sales and higher income from operations than expected in that period.
Leases
We determine if an arrangement is a lease at inception for arrangements with an initial term of more than 12 months, and classify it as either a finance or operating lease pursuant to Topic 842.
Finance leases are generally those that allow us to substantially utilize or pay for the entire asset over its estimated useful life. Finance leases are recorded in property, plant and equipment, net, and finance lease liabilities within other current and other non-current liabilities on our consolidated balance sheets. We have lease arrangements with lease and non-lease components, and the non-lease components for our finance leases are accounted for separately, based on estimated stand-alone values, and are not included in the initial measurement of our finance lease assets and corresponding liabilities. Finance lease assets are amortized in operating expenses on a straight-line basis over the shorter of the estimated useful lives of the assets or the lease term, with the interest component included in interest expense and recognized using the effective interest method over the lease term.
Operating leases are recorded in operating lease right-of-use assets, net, and operating lease liabilities, current and non-current on our consolidated balance sheets. For operating leases of buildings, we account for non-lease components, such as common area maintenance, as a component of the lease, and include it in the initial measurement of our operating lease assets and corresponding liabilities. Operating lease assets are amortized on a straight-line basis in operating expenses over the lease term.
Our lease liabilities are recognized based on the present value of the remaining fixed lease payments, over the lease term, using a discount rate of similarly secured borrowings available to us. For the purpose of lease liability measurement, we consider only payments that are fixed and determinable at the time of commencement. Any variable payments that depend on an index or rate are expensed as incurred. Our lease terms may include options to extend when it is reasonably certain that we will exercise that option. Our lease assets also include any lease payments made and exclude any lease incentives received prior to commencement. Our lease assets are tested for impairment in the same manner as long-lived assets used in operations. We generally recognize sublease income on a straight-line basis over the sublease term.
Revenue Recognition
Pursuant to Topic 606, we recognize our revenues upon the application of the following steps:
•identification of the contract, or contracts, with a customer;
•identification of the performance obligations in the contract;
•determination of the transaction price;
•allocation of the transaction price to the performance obligations in the contract; and
•recognition of revenues when, or as, the contractual performance obligations are satisfied.
The majority of our revenue comes from product sales, consisting of sales of hardware products to our customers. Our revenue contracts generally include only one performance obligation. Revenues are recognized at a point in time when control of the promised goods or services are transferred to our customers upon shipment or delivery of goods or rendering of services, in an amount that reflects the consideration we expect to be entitled to in exchange for those goods or services.
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Revenue from all sales types is recognized at the transaction price. The transaction price is determined based on the consideration to which we will be entitled in exchange for transferring goods or services to the customer adjusted for estimated variable consideration, if any. We typically estimate the impact on the transaction price for discounts offered to the customers for early payments on receivables or net of accruals for estimated sales returns. These estimates are based on historical returns, analysis of credit memo data and other known factors. Actual returns could differ from these estimates. We allocate the transaction price to each distinct product based on its relative standalone selling price. The product price as specified on the purchase order is considered the standalone selling price as it is an observable input that depicts the price as if sold to a similar customer in similar circumstances.
We exclude from revenue the taxes assessed by a governmental authority that are both imposed on and concurrent with a specific revenue-producing transaction, which are collected by us from a customer and deposited with the relevant government authority.
Our revenue arrangements do not contain significant financing components.
If a customer pays consideration, or we have a right to an amount of consideration that is unconditional before we transfer a good or service to the customer, those amounts are classified as deferred revenue or deposits received from customers which are included in other current liabilities or other long-term liabilities when the payment is made.
Transaction Price Allocated to the Remaining Performance Obligations
Remaining performance obligations represent the transaction price allocated to performances obligations that are unsatisfied or partially unsatisfied as of the end of the reporting period. Unsatisfied and partially unsatisfied performance obligations consist of contract liabilities and non-cancellable backlog. Non-cancellable backlog includes goods and services for which customer purchase orders have been accepted that are scheduled or in the process of being scheduled for shipment. A portion of our revenue arises from vendor managed inventory arrangements where the timing and volume of customer utilization is difficult to predict.
Deferred revenue as of June 27, 2026 was $16.8 million, of which $15.4 million was recorded in other current liabilities and $1.4 million in other non-current liabilities in the consolidated balance sheets. Deferred revenue as of June 28, 2025 was $0.7 million, which was recorded in other current liabilities in the consolidated balance sheets. During fiscal year 2026 and fiscal year 2025, we recognized $0.2 million and $0.1 million of revenue that was included in deferred revenue as of June 28, 2025 and June 29, 2024, respectively.
Warranty
Hardware products regularly include warranties to the end customers such that the product continues to function according to published specifications. We typically offer a twelve-month warranty for most of our products. However, in some instances depending on the product, specific market, product line and geography in which we operate, and what is common in the industry, our warranties can vary and range from six months to five years. These standard warranties are assurance type warranties and do not offer any services in addition to the assurance that the product will continue working as specified. Therefore, warranties are not considered separate performance obligations in the arrangement.
We provide reserves for the estimated costs of product warranties that we record as cost of sales at the time revenue is recognized. We estimate the costs of our warranty obligations based on our historical experience of known product failure rates, use of materials to repair or replace defective products and service delivery costs incurred in correcting product failures. In addition, from time-to-time, specific warranty accruals may be made if discrete technical problems arise.
Shipping and Handling Costs and Tariffs
We record shipping and handling costs and tariffs related to revenue transactions within cost of sales as a period cost. Amounts billed to the customer for shipping and handling costs, including tariff charges, is recorded as revenue when the relevant product is recognized as revenue.
Contract Costs
We recognize the incremental direct costs of obtaining a contract, which consist of sales commissions, when control over the products they relate to transfers to the customer. Applying the practical expedient, we recognize commissions as expense when incurred, as the amortization period of the commission asset we would have otherwise recognized is less than one year.
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Contract Balances
We record accounts receivable when we have an unconditional right to consideration. Contract liabilities are recorded when cash payments are received or due in advance of performance. Contract liabilities consist of advance payments and deferred revenue, where we have unsatisfied performance obligations. Contract liabilities are classified as deferred revenue and customer deposits and are included in other current liabilities within our consolidated balance sheet. Payment terms vary by customer. The time between invoicing and when payment is due is not significant. Refer to “Note 18. Revenue Recognition” for a presentation of changes in contract balances.
Disaggregation of Revenue
We disaggregate revenue by geography and by type of product. Refer to “Note 18. Revenue Recognition” for a presentation of disaggregated revenue. We do not present other levels of disaggregation, such as by customer, markets, contracts, duration of contracts, timing of transfer of control and sales channels, as this information is not used by our Chief Operating Decision Maker (“CODM”) to manage the business.
Income Taxes
In accordance with the authoritative guidance on accounting for income taxes, we recognize income taxes using an asset and liability approach. This approach requires the recognition of taxes payable or refundable for the current year and deferred tax liabilities and assets for the future tax consequences of events that have been recognized in our consolidated financial statements or tax returns. The measurement of current and deferred taxes is based on provisions of the enacted tax law, and the effects of future changes in tax laws or rates are not anticipated.
The authoritative guidance provides for recognition of deferred tax assets if the realization of such deferred tax assets is more likely than not to occur based on an evaluation of both positive and negative evidence and the relative weight of the evidence. We consider future growth, forecasted earnings, future taxable income, the mix of earnings in the jurisdictions in which we operate, historical earnings, taxable income in prior years, if carry-back is permitted under the law, and prudent and feasible tax planning strategies in determining the need for a valuation allowance.
In the event we determine that we would not be able to realize all or part of our net deferred tax assets in the future, an adjustment to the deferred tax assets valuation allowance would be charged to earnings in the period in which we make such a determination, or goodwill would be adjusted at our final determination of the valuation allowance related to an acquisition within the measurement period. Conversely, if we later determine that it is more likely than not that all or a portion of the net deferred tax assets will be realized, we would reverse the applicable portion of the previously established valuation allowance. A release of valuation allowance decreases income tax expense in the period of release, increases net income, and reduces our effective tax rate. Such releases may be material to our financial statements depending on the size of the deferred tax assets involved.
We are subject to income tax audits by the respective tax authorities of the jurisdictions in which we operate. The determination of our income tax liabilities in each of these jurisdictions requires the interpretation and application of complex, and sometimes uncertain, tax laws and regulations. The authoritative guidance on accounting for income taxes prescribes both recognition and measurement criteria that must be met for the benefit of a tax position to be recognized in the financial statements. If a tax position taken, or expected to be taken, in a tax return does not meet such recognition or measurement criteria, an unrecognized tax benefit liability is recorded. We recognize interest and penalties related to unrecognized tax benefits as a component of income tax expense. If we ultimately determine that an unrecognized tax benefit liability is no longer necessary, we reverse the liability and recognize a tax benefit in the period in which it is determined that the unrecognized tax benefit liability is no longer necessary.
Our income tax provision is highly dependent on the geographic distribution of our worldwide earnings or losses, tax laws and regulations in various jurisdictions, tax incentives, the availability of tax credits and loss carryforwards, and the effectiveness of our tax planning strategies. The application of tax laws and regulations is subject to legal and factual interpretation, judgment and uncertainty. Tax laws themselves are subject to change as a result of changes in fiscal policy, changes in legislation, and the evolution of regulations and court rulings and tax audits.
The recognition and measurement of current taxes payable or refundable and deferred tax assets and liabilities requires that we make certain estimates and judgments. Changes to these estimates, including changes in judgment regarding the realizability of deferred tax assets and the need for or release of valuation allowances, may have a material impact on our tax provision, net income, and effective tax rate in a future period.
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Property, Plant and Equipment
Property, plant and equipment are stated at cost. Depreciation is computed by the straight-line method generally over the following estimated useful lives of the assets: 10 to 40 years for building and improvements, 3 to 10 years for machinery and equipment, and 2 to 5 years for furniture, fixtures, software and office equipment. Leasehold improvements are amortized using the straight-line method over the shorter of the estimated useful lives of the assets or the term of the lease, including the renewal option that we are reasonably certain to exercise.
Business Combination
In accordance with the guidance for business combinations, we determine whether a transaction or event is a business combination, which requires that the assets acquired and liabilities assumed constitute a business. Each business combination is then accounted for by applying the acquisition method. If the assets acquired are not a business, we account for the transaction or event as an asset acquisition. Under both methods, we recognize the identifiable assets acquired, the liabilities assumed, and any noncontrolling interest in the acquired entity. We capitalize acquisition-related costs and fees associated with asset acquisitions and immediately expense acquisition-related costs and fees associated with business combinations.
We allocate the fair value of purchase consideration to the tangible assets acquired, liabilities assumed and intangible assets acquired based on their estimated fair values. The excess of the fair value of purchase consideration over the fair values of these identifiable assets and liabilities is recorded as goodwill. When determining the fair values of assets acquired and liabilities assumed, we make significant estimates and assumptions, especially with respect to intangible assets. Critical estimates in valuing certain intangible assets include, but are not limited to, future expected cash flows from customer relationships and acquired developed technology and discount rates. Our estimates of fair value are based on assumptions believed to be reasonable using the best information available. These assumptions are inherently uncertain and unpredictable and, as a result, actual results may differ materially from estimates. Certain estimates associated with the accounting for acquisitions may change as additional information becomes available regarding the assets acquired and liabilities assumed. Any change in facts and circumstances that existed as of the acquisition date and impacts to our preliminary estimates is recorded to goodwill if identified within the measurement period. Subsequent to the measurement period or our final determination of fair value of assets and liabilities, whichever is earlier, the adjustments will affect our earnings.
We estimate the economic lives of certain acquired assets and these lives are used to calculate depreciation and amortization expense. If our estimates of the economic lives change, depreciation or amortization expenses could be accelerated or slowed.
Goodwill
Goodwill represents the excess of the purchase price of an acquired business over the fair value of the identifiable assets acquired and liabilities assumed. We test goodwill impairment on an annual basis in the fiscal fourth quarter and at any other time when events occur or circumstances indicate that the carrying amount of goodwill may not be recoverable.
We have the option to first assess qualitative factors to determine whether it is necessary to perform the quantitative goodwill impairment test. The qualitative factors we assess include long-term prospects of our performance, share price trends and market capitalization, and our specific events. Unanticipated events and circumstances may occur that affect the accuracy of our assumptions, estimates and judgments. For example, if the price of our common stock were to significantly decrease combined with other adverse changes in market conditions, thus indicating that the underlying fair value of our reporting units may have decreased, we may reassess the value of our goodwill in the period such circumstances were identified.
If we determine that, as a result of the qualitative assessment, it is more likely than not (i.e., greater than 50% likelihood) that the fair value of a reporting unit is less than its carrying amount, we perform the quantitative test by estimating the fair value of our reporting units. If the carrying value of a reporting unit exceeds its fair value, we record goodwill impairment loss equal to the excess of the carrying value of the reporting unit’s goodwill over its fair value, not to exceed the carrying amount of goodwill. The fair value of each of our goodwill reporting units is generally estimated using a combination of public company multiples and discounted cash flow methodologies.
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During the third quarter of fiscal year 2026, we completed a reorganization of our business units, which resulted in changes to our reporting unit structure. As a result of this reorganization, we performed an interim qualitative assessment of goodwill for our reporting units. In performing the assessment, we evaluated relevant events and circumstances, including changes in the composition of reporting units, financial performance, and other entity-specific and macroeconomic factors. Based on this assessment along with a qualitative assessment done in the fourth quarter of fiscal year 2026, it was not more likely than not that the fair value of any of our reporting units was less than its carrying value; as such, our annual qualitative assessment did not indicate that a more detailed quantitative analysis was necessary. Accordingly, no goodwill impairment charge was recognized during fiscal year 2026.
Intangible Assets
Intangible assets consist primarily of intangible assets purchased through acquisitions. Purchased intangible assets include acquired developed technologies (developed and core technology), customer relationships, and order backlog. Intangible assets, with the exception of certain customer relationships, are amortized using the straight-line method over the estimated economic useful lives of the assets, which is the period during which expected cash flows support the fair value of such intangible assets. Certain customer relationships are amortized using an accelerated method of amortization over the expected customer lives, which more accurately reflects the pattern of realization of economic benefits expected to be obtained.
Long-lived Asset Valuation
We test long-lived assets for recoverability, at the asset group level, when events or changes in circumstances indicate that their carrying amount may not be recoverable. Circumstances which could trigger a review include, but are not limited to: significant decreases in the market price of the asset, significant adverse changes in the business climate or legal factors, accumulation of costs significantly in excess of the amount originally expected for the acquisition or construction of the asset, current period cash flow or operating losses combined with a history of losses or a forecast of continuing losses associated with the use of the asset, or current expectation that the asset will more likely than not be sold or disposed significantly before the end of its estimated useful life.
Recoverability is assessed based on the difference between the carrying amount of the asset and the sum of the undiscounted cash flows expected to result from the use and the eventual disposal of the asset. An impairment loss is recognized when the carrying amount is not recoverable and exceeds fair value.
Pension Benefits
We sponsor various employee retirement plans, including defined contribution, defined benefit and other post-retirement plans. Refer to “Note 15. Employee Retirement Plans” for more information.
The funded status of our retirement-related benefit plan is measured as the difference between the fair value of plan assets and the benefit obligation at fiscal year end, the measurement date. The funded status of an underfunded benefit plan, of which the fair value of plan assets is less than the benefit obligation, is recognized as a non-current net pension liability in the consolidated balance sheets. For defined benefit pension plans, the benefit obligation is the projected benefit obligation (“PBO”) which represents the actuarial present value of benefits expected to be paid upon retirement.
Net periodic pension cost (income) (“NPPC”) is recorded in the consolidated statements of operations and includes service cost, interest cost, expected return on plan assets, amortization of prior service cost and gains or losses previously recognized as a component of accumulated other comprehensive income. Service cost represents the actuarial present value of participant benefits attributed to services rendered by employees in the current year. Interest cost represents the time value of money cost associated with the passage of time. Gains or losses arise as a result of differences between actual experience and assumptions or as a result of changes in actuarial assumptions. Prior service cost or credits represent the cost of benefit improvements attributable to prior service granted in plan amendments. (Gains) losses and prior service cost (credit) that arise during the current year are first recognized as a component of accumulated other comprehensive income in the consolidated balances sheets, net of tax. Prior service cost is amortized as a component of NPPC over the average remaining service period of active plan participants starting at the date the plan amendment is adopted. Deferred actuarial gains or losses are subsequently recognized as a component of NPPC if they exceed the greater of 10% of PBO or the fair value of plan assets, with the excess amortized over the average remaining service period of active plan participants.
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The measurement of the benefit obligation and NPPC is based on our estimates and actuarial valuations, provided by third-party actuaries, which are approved by management. These valuations reflect the terms of the plans and use participant-specific information such as compensation, age and years of service, as well as certain assumptions, including estimates of discount rates, expected return on plan assets, rate of compensation increases, and mortality rates. We evaluate these assumptions annually at a minimum. In estimating the expected return on plan assets, we consider historical returns on plan assets, adjusted for forward-looking considerations, inflation assumptions and the impact of the active management of the plan’s invested assets.
Concentration of Credit and Other Risks
Financial instruments that potentially subject our business to concentration of credit risk consist primarily of cash, short-term investments, and trade receivables.
Although we deposit our cash with financial institutions that management believes are of high credit quality, our deposits, at times, may exceed federally insured limits. Our investment portfolio consists of investment grade securities diversified amongst security types, industries, and issuers. Our investment policy limits the amount of credit exposure in the investment portfolio by imposing credit rating minimums and limiting purchases of a single issuer, security type, geography and industry, except for Treasury securities. We believe no significant concentration risk exists with respect to these investments.
We perform credit evaluations of our customers’ financial condition and generally do not require collateral from our customers. These evaluations require significant judgment and are based on a variety of factors including, but not limited to, current economic trends, payment history, bad debt write-off experience, and financial review of the customer.
We maintain an allowance for credit losses for estimated losses resulting from the inability of our customers to make required payments. When we become aware that a specific customer is unable to meet their financial obligations, we record a specific allowance to reflect the level of credit risk in the customer’s outstanding receivable balance. In addition, we record additional allowances based on certain percentages of aged receivable balances. These percentages take into account a variety of factors including, but not limited to, current economic trends, payment history and bad debt write-off experience. We classify bad debt expenses as selling, general and administrative expense.
During fiscal years 2026, 2025, and 2024, a few customers generated more than 10% of total net revenue. Refer to “Note 17. Operating Segments and Geographic Information” for more information.
As of June 27, 2026, our accounts receivable from a single customer, which represented 10% or greater of the total accounts receivable, was concentrated with two customers, which represented 30% and 11% of gross accounts receivable, respectively. As of June 28, 2025, our accounts receivable from a single customer, which represented 10% or greater of the total accounts receivable, was concentrated with two customer, which represented 13% and 11% of gross accounts receivable respectively.
We rely on a limited number of suppliers for a number of key components contained in our products. We also rely on a limited number of significant independent contract manufacturers for the production of certain key components and subassemblies contained in our products.
We generally use a rolling twelve months forecast based on anticipated product orders, customer forecasts, product order history and backlog to determine our materials requirements. Lead times for the parts and components that we order vary significantly and depend on factors such as the specific supplier, contract terms and demand for a component at a given time. If the forecast does not meet or if it exceeds actual demand, we may have excess or shortfalls of some materials and components, as well as excess inventory purchase commitments. We could experience reduced or delayed product shipments or incur additional inventory write-downs and cancellation charges or penalties, which would increase costs and could have a material adverse impact on our results of operations.
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In connection with the issuance of the 2032 Notes, we entered into the 2032 Capped Call Options with the 2032 Capped Call Counterparties. The 2032 Capped Call Counterparties are financial institutions, and we will be subject to the risk that one or more of the 2032 Capped Call Counterparties may default under the 2032 Capped Call Options. Our exposure to the credit risk of the 2032 Capped Call Counterparties will not be secured by any collateral. Global economic conditions have in the past resulted in the actual or perceived failure and/or financial difficulties of many financial institutions. If a 2032 Capped Call Counterparty becomes subject to insolvency proceedings, we will become an unsecured creditor in those proceedings with a claim equal to our exposure at the time under the 2032 Capped Call Option with such 2032 Capped Call Counterparty. No asset or gain has been recognized in our financial statements for the 2032 Capped Call Options, and while our exposure may depend on many factors, our exposure is limited to the capped payout on the 2032 Capped Call Options, which is approximately $542.0 million when our stock price is above $268.24 per share. In addition, upon a default by a 2032 Capped Call Counterparty, we may suffer adverse tax consequences and experience more dilution than we currently anticipate with respect to our common stock. We can provide no assurances as to the financial stability or viability of the 2032 Capped Call Counterparties.
Foreign Currency Translation
In fiscal year 2019, we established the functional currency for our worldwide operations as the U.S. dollar. Translation adjustments reported prior to December 10, 2018 remain as a component of accumulated other comprehensive income (loss) in our consolidated balance sheets, until all or a part of the investment in the subsidiaries is sold or liquidated. In fiscal year 2023, we acquired IPG telecom transmission product lines. The functional currency of the Brazilian entities acquired as part of this acquisition is the local currency. In fiscal year 2026, we sold our Brazilian entities, and therefore, recognized the related accumulated translation adjustments to earnings.
Translation adjustments reported prior to fiscal year 2019, remain as a component of accumulated other comprehensive income in our consolidated balance sheet. The translated values for any non-monetary assets and liabilities as of the date we established the U.S. dollar as the functional currency became the new accounting basis for those assets. Accordingly, monetary assets and liabilities denominated in foreign currencies have been remeasured into U.S. dollars using the exchange rates in effect at the balance sheet date. Foreign currency re-measurement gains or losses are included in other income (expense), net in the consolidated statements of operations.
Stock-based Compensation
Generally, compensation expense related to stock-based transactions is measured and recognized in the financial statements based on fair value at the grant date.
Restricted stock units (“RSUs”) are grants of shares of our common stock, the vesting of which is based on the requisite service requirement. Generally, our RSUs are subject to forfeiture and expected to vest over one to four years. For new-hire grants, RSUs generally vest ratably on an annual basis over four years. For annual refresh grants, RSUs generally vest ratably on an annual, or combination of annual and quarterly, basis over three years.
Performance stock units (“PSUs”) are grants of shares of our common stock that vest upon the achievement of certain performance and service conditions. We account for the fair value of PSUs using the closing market price of our common stock on the date of grant. We begin recognizing compensation expense when we conclude that it is probable that the performance conditions will be achieved. We reassess the probability of vesting at each reporting period and adjust our compensation cost based on this probability assessment. Our PSUs are subject to risk of forfeiture until performance and service conditions are satisfied and generally vest over three years.
We granted certain employees with stock options, the vesting of which is based on the requisite service requirement and expected to vest within three years. We calculate the fair value of stock options using the Black-Scholes option-pricing model, which requires us to make estimates of assumptions such as expected volatility, expected term, risk-free interest rate, expected dividend yield, and forfeiture rates.
We estimate the fair value of the rights to acquire stock under our 2015 Employee Stock Purchase Plan (the “2015 Purchase Plan”) using the Black-Scholes option pricing formula. Our 2015 Purchase Plan provides for consecutive six-month offering periods. We recognize such compensation expense on a straight-line basis over the requisite service period. We calculate the volatility factor based on our historical stock prices.
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Restructuring and Related Charges
Costs associated with restructuring activities are recognized when they are obligated. However, in the case of leases, the expense is estimated and accrued when the property is vacated. Given the significance of, and the timing of the execution of such activities, this process is complex and involves periodic reassessments of estimates made from the time the property was vacated, including evaluating real estate market conditions for expected vacancy periods and sub-lease income. We recognize a liability for post-employment benefits for workforce reductions related to restructuring activities when payment is probable and the amount is reasonably estimable. Restructuring and related charges may also include charges related to write-offs of long-lived assets related to significant restructuring initiatives.
We continually evaluate the adequacy of the remaining liabilities under our restructuring initiatives. Although we believe that these estimates accurately reflect the costs of our restructuring plans, actual results may differ, thereby requiring us to record additional provisions or reverse a portion of such provisions.
Refer to “Note 12. Restructuring and Related Charges”.
Research and Development (“R&D”) Expense
Costs related to R&D, which primarily consists of labor and benefits, supplies, facilities, consulting and outside service fees, are charged to expense as incurred.
Loss Contingencies
We are subject to the possibility of various loss contingencies arising in the ordinary course of business. We consider the likelihood of loss or impairment of an asset or the incurrence of a liability, as well as our ability to reasonably estimate the amount of loss in determining loss contingencies. An estimated loss is accrued when it is probable that an asset has been impaired or a liability has been incurred and the amount of loss can be reasonably estimated. We regularly evaluate current information available to determine whether such accruals should be adjusted and whether new accruals are required.
Asset Retirement Obligations (“ARO”)
Our ARO are legal obligations associated with the retirement of long-lived assets pertaining to leasehold improvements. These liabilities are initially recorded at fair value and the related asset retirement costs are capitalized by increasing the carrying amount of the related assets by the same amount as the liability. Asset retirement costs are subsequently depreciated over the useful lives of the related assets. Subsequent to initial recognition, we record period-to-period changes in the ARO liability resulting from the passage of time and revisions to either the timing or the amount of the original estimate of undiscounted cash flows. We de-recognize ARO liabilities when the related obligations are settled.
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Note 2. Recently Issued Accounting Pronouncements
Accounting Pronouncements Recently Adopted
In November 2024, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2024-04, Debt with Conversion and Other Options (Subtopic 470-20): Induced Conversions of Convertible Debt Instruments, which clarifies the requirements related to accounting for the settlement of a debt as an induced conversion. ASU No. 2024-04 is intended to improve the relevance and consistency in application of the induced conversion guidance in Subtopic 470-20 for convertible debt instruments with cash conversion features and debt instruments that are not currently convertible, when the face value of the debt is settled in cash. We have early adopted ASU No. 2024-04 in the first quarter of fiscal year 2026 and applied the accounting in the partial repurchase of our 2026 Notes in September 2025. Refer to “Note 10. Debt” for detailed discussion of this transaction.
In March 2024, the FASB issued ASU No. 2024-02: Codification Improvements - Amendments to Remove References to the Concepts Statements, which contains amendments to the Codification that remove references to various FASB Concepts Statements. We have adopted ASU No. 2024-02 in the first quarter of fiscal year 2026 and it did not have a material impact on our consolidated financial statements and disclosures as a result of the adoption.
In December 2023, the FASB issued ASU No. 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures, which requires disaggregated information about a reporting entity’s effective tax rate reconciliation as well as information on income tax paid. ASU No. 2023-09 is effective for fiscal years beginning after December 15, 2024, with early adoption permitted. We have adopted ASU No. 2023-09 in fiscal year 2026 on a prospective basis. The adoption resulted in expanded disclosures included in Note 13. Income Taxes and did not affect the recognition or measurement of income taxes or our consolidated financial position, results of operations, or cash flows.
Accounting Pronouncements Not Yet Effective
In May 2026, the FASB issued ASU No. 2026-02, Environmental Credits and Environmental Credit Obligations, which introduces a comprehensive model that establishes recognition, measurement, presentation, and disclosure requirements for environmental credits and compliance obligations that may be settled by using environmental credits. ASU No. 2026-02 is effective for fiscal years beginning after December 15, 2027. We plan to adopt ASU No. 2025-12 in the first quarter of fiscal year 2029. We are currently evaluating the impact of this ASU on our financial statements and disclosures.
In April 2026, the FASB issued ASU No. 2026-01, Initial Measurement of Paid-In-Kind (“PIK”) Dividends on Equity-Classified Preferred Stock, which amends ASC 505 to add guidance on how an issuer should measure PIK dividends on equity-classified preferred stock. ASU No. 2026-01 is effective for fiscal years beginning after December 15, 2026. We plan to adopt ASU No. 2025-01 in the first quarter of fiscal year 2028. We are currently evaluating the impact of this ASU on our financial statements and disclosures.
In December 2025, the FASB issued ASU No. 2025-12, Codification Improvements, the purpose of which is to update the codification for a broad range of topics arising from technical corrections, unintended applications of the codification, clarifications, and other minor improvements. ASU No. 2025-12 is effective for fiscal years beginning after December 15, 2026, with early adoption permitted. We plan to adopt ASU No. 2025-12 in the first quarter of fiscal year 2028. We are currently evaluating the impact of this ASU on our financial statements and disclosures.
In December 2025, the FASB issued ASU No. 2025-11, Interim Reporting (Topic 270), which is intended to improve the navigability of the interim reporting guidance in ASC 270 and clarify when it applies. ASU No. 2025-11 is effective for fiscal years beginning after December 15, 2027, with early adoption permitted. We plan to adopt ASU No. 2025-11 in the first quarter of fiscal year 2029. We are currently evaluating the impact of this ASU on our financial statements and disclosures.
In December 2025, the FASB issued ASU No. 2025-10, Government Grants (Topic 832), which adds guidance to ASC 832 on the recognition, measurement, and presentation of government grants. ASU No. 2025-10 is effective for fiscal years beginning after December 15, 2028, with early adoption permitted. We are currently evaluating the impact of this ASU on our financial statements and disclosures.
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In November 2025, the FASB issued ASU No. 2025-09, Derivatives and Hedging (Topic 815), which amends certain aspects of the hedge accounting guidance in ASC 815, including the risk assessment for cash flow hedges, hedging forecasted interest payments on choose-your-rate debt instruments, cash flow hedges of nonfinancial forecasted transactions, net written options as hedging instruments, and dual hedges of foreign currency denominated debt instruments. ASU No. 2025-09 is effective for fiscal years beginning after December 15, 2026, with early adoption permitted. We plan to adopt ASU No. 2025-09 in the first quarter of fiscal year 2028. We are currently evaluating the impact of this ASU on our financial statements and disclosures.
In November 2025, the FASB issued ASU No. 2025-08, Financial Instruments—Credit Losses (Topic 326), which amends the guidance in ASC 326 on the accounting for certain purchased loans. ASU No. 2025-08 is effective for fiscal years beginning after December 15, 2026, with early adoption permitted. We plan to adopt ASU No. 2025-08 in the first quarter of fiscal year 2028. We are currently evaluating the impact of this ASU on our financial statements and disclosures.
In September 2025, the FASB issued ASU No. 2025-07, Derivatives and Hedging (Topic 815) and Revenue from Contracts with Customers (Topic 606), which refines the scope of the guidance on derivatives in ASC 815 and clarifies the guidance on share-based payments from a customer in ASC 606. ASU No. 2025-07 is effective for fiscal years beginning after December 15, 2026, with early adoption permitted. We plan to adopt ASU No. 2025-07 in the first quarter of fiscal year 2028. We are currently evaluating the impact of this ASU on our financial statements and disclosures.
In September 2025, the FASB issued ASU No. 2025-06, Intangibles—Goodwill and Other—Internal-Use Software (Sub-topic 350-40), Targeted Improvements to the Accounting for Internal-Use Software, which amends certain aspects of the accounting for and disclosure of software costs under ASC 350-40. The amendments also supersede the guidance on Web site development costs in ASC 350-50 and relocate that guidance, along with the recognition requirements for development costs specific to Web sites, to ASC 350-40. ASU No. 2025-06 is effective for fiscal years beginning after December 15, 2027, with early adoption permitted. We plan to adopt ASU No. 2025-06 in the first quarter of fiscal year 2029. We are currently evaluating the impact of this ASU on our financial statements and disclosures.
In July 2025, the FASB issued ASU No. 2025-05, Financial Instruments - Credit Losses (Topic 326), Measurement of Credit Losses for Accounts Receivable and Contract Assets, which amends ASC 326-20 to provide a practical expedient for all entities, related to the estimation of expected credit losses for current accounts receivable and current contract assets that arise from transactions accounted for under ASC 606. ASU No. 2025-05 is effective for fiscal years beginning after December 15, 2025, with early adoption permitted. We plan to adopt ASU No. 2025-05 in the first quarter of fiscal year 2027. We are currently evaluating the impact of this ASU on our financial statements and disclosures.
In May 2025, the FASB issued ASU No. 2025-04, Compensation - Stock Compensation (Topic 718) and Revenue from Contracts with Customers (Topic 606), which is intended to reduce diversity in practice and improve existing guidance, primarily by revising the definition of a “performance condition” and eliminating forfeiture policy election for service conditions associated with share-based consideration payable to a customer. In addition, ASU No. 2025-04 clarifies that the guidance in ASC 606 on the variable consideration constraints does not apply to share-based consideration payable to a customer regardless of whether an award’s grant date has occurred (as determined under ASC 718). ASU No. 2025-04 is effective for fiscal years beginning after December 15, 2026, with early adoption permitted. We plan to adopt ASU No. 2025-04 in the first quarter of fiscal year 2028. We are currently evaluating the impact of this ASU on our financial statements and disclosures.
In May 2025, the FASB issued ASU No. 2025-03, Business Combinations (Topic 805) and Consolidation (Topic 810), which revises the guidance in ASC 805 to clarify that, in determining the accounting acquirer in a business combination that is effected primarily by exchanging equity interests in which a VIE is acquired, an entity would be required to consider the factors in ASC 805-10-55-12 through 55-15. Previously, the accounting acquirer in such transactions was always the primarily beneficiary. ASU No. 2025-03 is effective for fiscal years beginning after December 15, 2026, with early adoption permitted. We plan to adopt ASU No. 2025-04 in the first quarter of fiscal year 2028. We are currently evaluating the impact of this ASU on our financial statements and disclosures.
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In November 2024, the FASB issued ASU No. 2024-03, Reporting Comprehensive Income - Expense Disaggregation Disclosures (Subtopic 220-40), which requires disaggregation of certain expense captions into specified categories in disclosures within the footnotes to the financial statements. In January 2025, the FASB issued ASU No. 2025-01, which revises the effective date of ASU No. 2024-03, to clarify that all public business entities are required to adopt the guidance in annual reporting periods beginning after December 15, 2026, and interim periods within annual reporting periods beginning after December 15, 2027, with early adoption permitted. We plan to adopt ASU No. 2024-04 in fiscal year 2028. We are currently evaluating the impact of this ASU on our financial statements and disclosures.
Note 3. Earnings Per Share
We calculate basic net (loss) income per share pursuant to the two-class method as a result of the issuance of the Series A Convertible Preferred Stock (the “Preferred Stock”) in March 2026. Our Preferred Stock represents a second class of common stock for purposes of computing net (loss) income per share under the two-class method as it is entitled to receive dividends on an as-converted basis in the same manner as holders of common stock and does not have any material preferential rights relative to our common stock.
Diluted net (loss) income per share is calculated assuming the Preferred Stock have been converted into common stock, and the related shares are included in the diluted weighted-average share. As the Preferred Stock participates on an if-converted basis, and there are no dividends, the (loss) income allocated to the two classes of stock converge and the results are mathematically equal. Thus, basic and diluted net (loss) income per share is calculated assuming the Preferred Stock have been converted into common stock, and the related shares are included in the weighted average shares outstanding. Refer to “Note 14. Equity” for more details.
The following table sets forth the computation of basic and diluted net (loss) income per share (in millions, except per share data):
Years Ended
June 27, 2026 June 28, 2025 June 29, 2024
Basic (loss) income per share:
Net (loss) income $ (6,935.1) $ 25.9 $ (546.5)
Weighted average shares outstanding - basic:
Common stock 73.7 69.0 67.3
Preferred stock 0.9 — —
Weighted average shares outstanding - basic 74.6 69.0 67.3
Basic (loss) income per share $ (92.96) $ 0.38 $ (8.12)
Diluted (loss) income per share:
Weighted average shares outstanding - basic 74.6 69.0 67.3
Effect of dilutive securities from stock-based benefit plans — 0.6 —
Weighted average shares outstanding - diluted 74.6 69.6 67.3
Diluted (loss) income per share $ (92.96) $ 0.37 $ (8.12)
Potentially dilutive common shares result from stock-based benefit plans, which includes the assumed exercise of outstanding stock options, assumed vesting of equity awards, and assumed issuance of stock under the ESPP, all using the treasury stock method.
Potentially dilutive common shares issuable upon conversion of our outstanding convertible notes are determined using the if-converted method. Under each series of convertible notes, we are required to satisfy our conversion obligation with respect to converted notes by paying cash equal to the principal amount of such converted notes and paying or delivering, as the case may be, cash, shares of common stock or a combination of cash and shares of common stock, at our election, with respect to any conversion value in excess thereof. Refer to “Note 10. Debt” for more details.
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Average anti-dilutive shares excluded from the calculation of diluted net income (loss) per share for the years ended June 27, 2026, June 28, 2025 and June 29, 2024 (in millions):
Years Ended
June 27, 2026 June 28, 2025 June 29, 2024
Effect of dilutive securities from ESPP 0.0 0.1 0.2
Effect of dilutive securities from stock options 0.3 0.8 1.1
Effect of dilutive securities from RSUs and PSUs 2.5 4.4 4.1
Shares issuable assuming conversion of the convertible notes 13.6 0.5 29.6
Weighted average common shares outstanding - diluted 16.4 5.8 35.0
Our outstanding capped call options are anti-dilutive under GAAP as they are specifically designed to mitigate the dilutive impact of the 2032 Notes, such that no dilution will occur until the capped call price is exceeded. Refer to “Note 10. Debt” for more details. There were no other material anti-dilutive shares excluded from the calculation of diluted net (loss) income per share for the years ended June 27, 2026, June 28, 2025 and June 29, 2024.
Note 4. Business Combination
Manufacturing Facility Acquisition
On March 17, 2026, we acquired a manufacturing facility in Greensboro, North Carolina for $38.0 million in cash from a third party. The acquired business mainly included land and building, machinery and equipment, and an assembled workforce. As part of the transaction, we also entered into a transitional supply agreement (the “supply agreement”) with the third party wherein we will be acting as an agent whereby we will manufacture wafers for the third party for approximately 15 months. The third party is primarily responsible for fulfillment, has discretion in establishing pricing, and bears inventory and credit risk. Accordingly, revenue is recognized on a net basis, representing the amount of consideration or reasonable margin to which we expect to be entitled in exchange for arranging for the specified goods or services to be provided.
We have applied the acquisition method of accounting in accordance with ASC 805 Business Combinations for this transaction, with respect to the fair value of purchase price consideration and the identifiable assets and liabilities acquired, including the supply agreement, which have been measured at estimated fair value as of the acquisition date. We allocated the fair value of the purchase price consideration to the assets acquired and liabilities assumed as of the acquisition date based on their estimated fair values. The excess of purchase price consideration over the fair value of net assets acquired is recorded as goodwill. Our preliminary allocation of the purchase price consideration to the assets acquired and liabilities assumed as of the acquisition date is as follows (in millions):
Fair Value
Total purchase price consideration $ 38.0
Assets acquired
Property, plant and equipment, net 39.5
Liabilities assumed
Other liabilities (1) 9.9
Goodwill $ 8.4
(1) Since the supply agreement is priced at a discount below its fair market value, we accounted for it as a below-market contract liability, which will be amortized and recorded as revenue over the term of the supply agreement. During the twelve months ended June 27, 2026, we have recognized approximately $2.3 million of this amount to net revenue. Refer to “Note 18. Revenue Recognition” for further details.
The goodwill of $8.4 million arising from this acquisition has been attributed to the value of the assembled workforce and the strategic benefits associated with acquiring an operational fabrication facility to expand our capacity. None of the goodwill is expected to be deductible for local tax purposes. Refer to “Note 9. Goodwill and Other Intangible Assets.”
We also incurred a total of $0.4 million acquisition-related costs representing professional and other direct acquisition costs, which are recorded as selling, general and administrative expense in our consolidated statement of operations during the twelve months ended June 27, 2026.
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Cloud Light Acquisition
On November 7, 2023, we completed the acquisition of Cloud Light Technology Limited (“Cloud Light”). In accordance with a definitive merger agreement, dated as of October 29, 2023, between us and Cloud Light, cash consideration included $75.8 million of cash held in an escrow fund to support Cloud Light’s indemnification obligations and customary adjustment for working capital. In November 2025, we and the former shareholders of Cloud Light mutually agreed to settle outstanding indemnification claims for $27.5 million and signed a settlement agreement releasing the balance of the escrow fund to the former Cloud Light shareholders and releasing them of their indemnification obligations. Since the measurement period has expired, we recorded the settlement amount of $27.5 million as other income, net in our consolidated statements of operations for the twelve months ended June 27, 2026.
Note 5. Cash, Cash Equivalents and Short-term Investments
The following table summarizes our cash, cash equivalents and short-term investments by category for the periods presented (in millions):
Amortized Cost Gross Unrealized Gains Gross Unrealized Losses Fair Value
June 27, 2026:
Cash $ 635.9 $ — $ — $ 635.9
Cash equivalents:
Certificate of deposit 131.8 — — 131.8
Commercial paper 14.5 — — 14.5
Money market funds 1,261.3 — — 1,261.3
Total cash and cash equivalents $ 2,043.5 $ — $ — $ 2,043.5
Short-term investments:
Commercial paper $ 54.6 $ — $ (0.1) $ 54.5
Corporate debt securities 350.7 0.1 (1.2) 349.6
U.S. Agency securities 154.7 — (0.4) 154.3
U.S. Treasury securities 136.8 — (0.3) 136.5
Total short-term investments $ 696.8 $ 0.1 $ (2.0) $ 694.9
June 28, 2025:
Cash $ 349.5 $ — $ — 349.5
Cash equivalents:
Commercial paper 2.5 — — 2.5
Money market funds 161.7 — — 161.7
U.S. Treasury securities 7.0 — — 7.0
Total cash and cash equivalents $ 520.7 $ — $ — $ 520.7
Short-term investments:
Commercial paper $ 2.7 $ — $ — 2.7
Corporate debt securities 210.9 0.3 (0.1) 211.1
U.S. Agency securities 67.6 0.1 — 67.7
U.S. Treasury securities 74.8 0.1 — 74.9
Total short-term investments $ 356.0 $ 0.5 $ (0.1) $ 356.4
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We review our investment portfolio to identify and evaluate investments that have indicators of possible impairment. Factors considered in determining whether a loss is other-than-temporary include, but are not limited to, the length of time and extent a security’s fair value has been below its cost, the financial condition and near-term prospects of the investee, the credit quality of the security’s issuer, likelihood of recovery and our intent and ability to hold the security for a period sufficient to allow for any anticipated recovery in value. For the debt instruments we own, we also evaluate whether we have the intent to sell the security or whether it is more likely than not that we will be required to sell the security before recovery of its cost basis. We have not recorded our unrealized losses on our short-term investments into income because we do not intend to sell nor is it more likely than not that we will be required to sell these investments prior to recovery of their amortized cost basis.
We use the specific-identification method to determine any realized gains or losses from the sale of our short-term investments classified as available-for-sale. During fiscal years 2026, 2025 and 2024, we did not realize significant gains or losses on a gross level from the sale of our short-term investments classified as available-for-sale.
The components of other income, net are as follows for the years presented (in millions):
Years Ended
June 27, 2026 June 28, 2025 June 29, 2024
Foreign exchange (losses) gains, net $ (0.5) $ (4.2) $ 0.8
Interest and investment income 60.2 34.4 61.3
Other losses, net (6.4) — —
Other income, net $ 53.3 $ 30.2 $ 62.1
Included in the interest and investment income are $11.1 million, $5.2 million and $5.8 million of interest receivable as of June 27, 2026, June 28, 2025 and June 29, 2024, respectively, recorded as prepayments and other current assets within the consolidated balance sheets. We did not recognize an allowance for credit losses against the interest receivable in any of the periods presented as there were no such losses.
The following table summarizes unrealized losses on our cash equivalents and short-term investments by category that have been in a continuous unrealized loss position for less than 12 months, as of the periods presented (in millions):
Continuous Loss Position For Less Than 12 Months Gross Unrealized Losses
Fair Value Unrealized Losses
June 27, 2026:
U.S. Agency securities $ 130.5 $ (0.4) $ (0.4)
Commercial paper 69.0 (0.1) (0.1)
Corporate debt securities 275.8 (1.2) (1.2)
U.S. government bonds 106.9 (0.3) (0.3)
Total $ 582.2 $ (2.0) $ (2.0)
June 28, 2025:
U.S. Agency securities $ 24.5 $ — $ —
Commercial paper 5.2 — —
Corporate debt securities 73.8 (0.1) (0.1)
U.S. government bonds 35.3 — —
Total $ 138.8 $ (0.1) $ (0.1)
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There were no unrealized losses on our cash equivalents and short-term investments that have been in a continuous unrealized loss position for more than twelve months as of June 27, 2026 and June 28, 2025.
The following table classifies our short-term investments by remaining maturities (in millions):
June 27, 2026 June 28, 2025
Amortized Cost Fair Value Amortized Cost Fair Value
Due within 1 year $ 247.9 $ 247.8 $ 139.9 $ 140.0
Due between 1 year to 5 years 448.9 447.1 216.1 216.4
$ 696.8 $ 694.9 $ 356.0 $ 356.4
All available-for-sale securities have been classified as current, based on management’s intent and ability to use the funds in current operations.
Note 6. Fair Value Measurements
We determine fair value based on the fair value hierarchy, which requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. The fair value assumes that the transaction to sell the asset or transfer the liability occurs in the principal or most advantageous market for the asset or liability and establishes that the fair value of an asset or liability shall be determined based on the assumptions that market participants would use in pricing the asset or liability. The classification of a financial asset or liability within the hierarchy is based on the lowest level input that is significant to the fair value measurement. The fair value hierarchy prioritizes the inputs into three levels that may be used to measure fair value:
Level 1: Inputs are unadjusted quoted prices in active markets for identical assets or liabilities.
Level 2: Inputs are quoted prices for similar assets and liabilities in active markets or inputs that are observable for the asset or liability, either directly or indirectly through market corroboration, for substantially the full term of the financial instrument.
Level 3: Inputs are unobservable inputs based on our assumptions.
The fair value of our Level 1 financial instruments, such as money market funds and U.S. Treasury securities, which are traded in active markets, is based on quoted market prices for identical instruments. The fair value of our Level 2 fixed income securities is obtained from an independent pricing service, which may use quoted market prices for identical or comparable instruments or model driven valuations using observable market data or inputs corroborated by observable market data. Our marketable securities are held by custodians who obtain investment prices from a third-party pricing provider that incorporates standard inputs in various asset price models. Our procedures include controls to ensure that appropriate fair values are recorded, including comparing the fair values obtained from our pricing service against fair values obtained from another independent source.
Our pension assets consist of multiple institutional funds (“pension funds”) of which the fair values are based on the quoted prices of the underlying funds. Pension funds are primarily classified as Level 2 assets since such funds are not directly traded in active markets. Refer to “Note 15. Employee Retirement Plans.”
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Financial assets measured at fair value on a recurring basis are summarized below (in millions):
Level 1 Level 2 Level 3 Total
June 27, 2026 (1)
Assets:
Cash equivalents:
Certificate of deposit $ 131.8 $ — $ — $ 131.8
Commercial paper — 14.5 — 14.5
Money market funds 1,261.3 — — 1,261.3
Short-term investments:
Commercial paper — 54.5 — 54.5
Asset-backed securities —
Corporate debt securities — 349.6 — 349.6
U.S. Agency securities — 154.3 — 154.3
U.S. Treasury securities 136.5 — — 136.5
Total assets $ 1,529.6 $ 572.9 $ — $ 2,102.5
(1) Excludes $635.9 million in cash held in our bank accounts as of June 27, 2026.
Level 1 Level 2 Level 3 Total
June 28, 2025 (1)
Assets:
Cash equivalents:
Commercial paper $ — $ 2.5 $ — $ 2.5
Money market funds 161.7 $ — $ — 161.7
U.S. Treasury securities 7.0 — — 7.0
Short-term investments:
Commercial paper — 2.7 — 2.7
Corporate debt securities — 211.1 — 211.1
U.S. Agency securities — 67.7 — 67.7
U.S. Treasury securities 74.9 — — 74.9
Total assets $ 243.6 $ 284.0 $ — $ 527.6
(1) Excludes $349.5 million in cash held in our bank accounts as of June 28, 2025.
Financial Instruments Not Recorded at Fair Value on a Recurring Basis
We report our financial instruments at fair value with the exception of the convertible notes and term loans, see “Note 10. Debt”. The estimated fair value of the convertible notes was determined based on the trading price of the convertible notes as of the last day of trading for the period. We consider the fair value of the convertible notes to be a Level 2 measurement as they are not actively traded in markets.
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The carrying amounts and estimated fair values of our convertible notes are as follows for the periods presented (in millions):
June 27, 2026 June 28, 2025
Carrying Amount Estimated Fair Value Carrying Amount Estimated Fair Value
2032 Notes $ 1,256.1 $ 5,411.1 $ — $ —
2029 Notes 54.7 640.2 600.2 925.5
2028 Notes 179.1 1,108.7 857.7 890.2
2026 Notes 54.7 447.2 1,048.3 1,233.3
$ 1,544.6 $ 7,607.2 $ 2,506.2 $ 3,049.0
As of June 27, 2026, the carrying value of our Japan term loans in aggregate was $92.8 million compared to the fair value of approximately $91.6 million.
As of June 27, 2026, the fair value of our capped call options is approximately $200.0 million.
Assets Measured at Fair Value on a Non-Recurring Basis
We periodically review our intangible and other long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying amount of such assets may not be recoverable. Determination of recoverability is based on the lowest level of identifiable estimated undiscounted cash flows resulting from use of the asset and its eventual disposition. If not recoverable, an impairment loss would be calculated based on the excess of the carrying amount over the fair value.
Management utilizes various valuation methods, including an income approach, a market approach and a cost approach, to estimate the fair value of intangibles and other long-lived assets. During the annual impairment testing performed in the fourth quarter of fiscal year 2026, we concluded that there was no impairment of our intangible and other long-lived assets. We review our intangible and other long-lived assets for impairment at least annually in the fourth quarter of each fiscal year, absent any interim indicators of impairment. During the twelve months ended June 27, 2026, we recorded $12.4 million in impairment charges to write-down certain assets held for sale to fair value less cost to sell in our consolidated statements of operations. There were no other indicators of impairment during the twelve months ended June 27, 2026.
Note 7. Balance Sheet Details
Allowance for current expected credit losses
We did not have any allowance for credit losses other than our allowance for uncollectible accounts receivable. As of June 27, 2026 and June 28, 2025, the allowance for credit losses on our trade receivables were $3.5 million and $3.5 million, respectively.
Inventories
The components of inventories were as follows (in millions):
June 27, 2026 June 28, 2025
Raw materials and purchased parts $ 370.2 $ 253.2
Work in process 232.4 159.1
Finished goods 89.0 57.8
Inventories $ 691.6 $ 470.1
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Property, plant and equipment, net
The components of property, plant and equipment, net were as follows (in millions):
June 27, 2026 June 28, 2025
Land $ 92.1 $ 108.6
Buildings and improvement 295.3 270.4
Machinery and equipment 1,141.6 848.8
Computer equipment and software 42.1 39.1
Furniture and fixtures 13.1 14.7
Leasehold improvements 53.1 45.9
Construction in progress 377.4 152.3
2,014.7 1,479.8
Less: Accumulated depreciation (855.6) (753.4)
Property, plant and equipment, net $ 1,159.1 $ 726.4
Our construction in progress primarily includes building and improvements and machinery and equipment that we expect to place in service in the next 12 months.
In connection with our acquisition of a business in March 2026, we recorded approximately $39.5 million of property, plant and equipment in our consolidated balance sheets. Refer to “Note 4. Business Combination” for details.
In March 2026, we completed the sale of two commercial real estate properties located in San Jose, California. The properties consist of commercial buildings used by us for office, research and development and manufacturing support activities. The agreement provided for a cash purchase price of $43.0 million and included a short-term rental arrangement under which we occupied the properties through July 2026. We recorded a loss on sale of $7.7 million during the year ended June 27, 2026, which is included in the selling, general and administrative expenses in our consolidated statements of operations.
In addition, in connection with the sale of our Brazilian entities, we recorded a gain on sale of approximately $1.6 million recorded in selling, general and administrative expenses in our consolidated statements of operations during the year ended June 27, 2026.
In December 2024, we entered into an agreement to sell our assets in an entity in Shenzhen, China. In March 2025, we completed the sale and received net proceeds of $47.8 million, which was net of cash of $17.6 million and direct selling costs of $1.1 million. The net assets sold consisted primarily of building, building improvements and land rights as of December 17, 2024 with a net carrying value of $12.9 million, and were used for manufacturing and research and development activities. As a result, 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. We paid $4.4 million of withholding taxes on this sale transaction, which is recorded as part of the income tax provision for the year ended June 28, 2025. We also incurred $0.7 million of indirect selling expenses related to this transaction, which was recorded as part of selling, general and administrative expenses in our consolidated statements of operations for the year ended June 28, 2025.
In July 2024, we purchased the land and building of our wafer fabrication facility located in Sagamihara, Japan for a total transaction price of $42.2 million including $1.3 million of incremental direct costs for fees paid to third parties that were capitalized. We also recorded a $16.3 million increase in the carrying value of buildings purchased related to the termination of leases for the purchased building. The total carrying value of assets purchased was $58.5 million at the purchase date, of which $33.4 million was allocated to the land and $25.1 million to the building.
During fiscal years 2026, 2025 and 2024, we recorded depreciation expense of $128.8 million, $104.3 million, and $110.6 million, respectively.
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Operating lease right-of-use assets, net
Operating lease right-of-use assets, net were as follows (in millions):
June 27, 2026 June 28, 2025
Operating lease right-of-use assets $ 59.3 $ 54.4
Less: accumulated amortization (30.1) (26.5)
Operating lease right-of-use assets, net $ 29.2 $ 27.9
In connection with our integration efforts to consolidate our sites, we recorded restructuring charges for various sites and reduced our operating lease right-of-use assets by $7.8 million during the year ended June 28, 2025.
In connection with the purchase of land and building in Sagamihara, Japan in July 2024, we terminated our leases for the related facilities and recorded a $16.3 million increase in the carrying value of building purchased, as a result of derecognizing $32.0 million of net operating lease right-of-use asset, $1.6 million of operating lease liabilities, current, and $14.1 million of operating lease liabilities, non-current.
Other current liabilities
The components of other current liabilities were as follows (in millions):
June 27, 2026 June 28, 2025
Restructuring and related accrual (1) $ 2.4 $ 2.5
Warranty reserve (2) 24.7 14.4
Deferred revenue and customer deposits (4) 15.4 0.7
Income tax payable (3) 38.3 29.1
Other current liabilities 10.7 6.4
Other current liabilities $ 91.5 $ 53.1
(1) Refer to “Note 12. Restructuring and Related Charges.”
(2) Refer to “Note 16. Commitments and Contingencies.”
(3) Refer to “Note 13. Income Taxes.”
(4) Refer to “Note 18. Revenue Recognition.”
Other non-current liabilities
The components of other non-current liabilities were as follows (in millions):
June 27, 2026 June 28, 2025
Asset retirement obligation $ 9.0 $ 7.1
Pension and related accrual (1) 7.2 9.7
Unrecognized tax benefit (2) 67.2 55.6
Other non-current liabilities (2) 31.8 25.4
Other non-current liabilities $ 115.2 $ 97.8
(1) We have defined benefit pension plans in Japan, Switzerland, and Thailand. Pension and related accrual of $7.2 million as of June 27, 2026 relates to $7.9 million of non-current portion of benefit obligation, offset by $0.7 million of funding for the pension plan in Switzerland. Pension and related accrual of $9.7 million as of June 28, 2025 relates to $11.0 million of non-current portion of benefit obligation, offset by $1.3 million of funding for the pension plan in Switzerland. We typically re-evaluate the assumptions related to the fair value of our defined benefit obligations annually in the fiscal fourth quarter and make any updates as necessary. Refer to “Note 15. Employee Retirement Plans”.
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(2) We have reclassified a $21.4 million unrecognized tax position to other non-current liabilities during the year ended June 28, 2025 for an indemnification liability related to the sale of certain assets. This did not impact our results of operations for the year ended June 28, 2025.
Note 8. Leases
We lease certain real and personal property from unrelated third parties under non-cancellable operating leases that expire at various dates through fiscal year 2033. These operating leases are primarily for administrative offices, research and development and manufacturing facilities, as well as sales offices in various countries around the world. Certain leases require us to pay property taxes, insurance and routine maintenance, and include escalation clauses. Many leases include one or more options to renew. We do not assume renewals in our determination of the lease term unless the renewals are deemed to be reasonably assured at lease commencement.
As of June 27, 2026, we sublease a portion of our offices in Canada and China. These subleases will expire at various dates through fiscal year 2029.
The components of lease costs, lease term, and discount rate are as follows (in millions, except for weighted average data):
June 27, 2026 June 28, 2025 June 29, 2024
Operating lease cost $ 13.4 $ 13.3 $ 16.8
Short-term and variable lease cost 3.7 3.5 4.6
Sublease income (0.8) (0.8) (2.0)
Total lease cost $ 16.3 $ 16.0 $ 19.4
Weighted average remaining lease term (in years):
Operating leases 2.9 3.3 5.2
Weighted average discount rate (in percentages):
Operating leases 3.8 % 3.8 % 3.5 %
As of June 27, 2026, maturities of our operating lease liabilities, which do not include short-term leases and variable lease payments, were as follows (in millions):
Fiscal Years Operating Leases (1)
2027 $ 14.6
2028 11.1
2029 7.6
2030 1.5
2031 0.7
Thereafter 0.5
Total minimum lease payments 36.0
Less: amount representing interest (2.2)
Present value of total lease liabilities $ 33.8
(1) We anticipate receiving approximately $0.8 million in sublease income for fiscal year 2027, which is not included in the table above.
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Note 9. Goodwill and Other Intangible Assets
Goodwill
The following table presents our goodwill balances as of June 27, 2026 and June 28, 2025 (in millions):
Amount
Balances as of June 29, 2024 $ 1,055.8
Acquisition of Cloud Light (1) 5.1
Balances as of June 28, 2025 $ 1,060.9
Acquisition of a business (2) $ 8.4
Balances as of June 27, 2026 $ 1,069.3
(1) During the year ended June 28, 2025, prior to the end of the measurement period, we adjusted the purchase price allocation related to our Cloud Light acquisition and recorded a $5.1 million increase to goodwill. The primary adjustment to the opening balance sheet relates to income tax liabilities which were not known in previous periods.
(2) On March 17, 2026, we acquired a manufacturing facility in Greensboro, North Carolina for $38.0 million in cash from a third party. The acquired business mainly included land and building, machinery and equipment, and an assembled workforce, offset by the liabilities assumed. The goodwill of $8.4 million arising from this acquisition has been attributed to the value of the assembled workforce and the strategic benefits associated with acquiring an operational fabrication facility to expand our capacity. Refer to “Note 4. Business Combination” for details.
Impairment of Goodwill
During the third quarter of fiscal year 2026, we completed a reorganization of our business units, which resulted in changes to our reporting unit structure. As a result of this reorganization, we performed an interim qualitative assessment of goodwill for our reporting units. In performing the assessment, we evaluated relevant events and circumstances, including changes in the composition of reporting units, financial performance, and other entity-specific and macroeconomic factors. Based on this assessment along with a qualitative assessment done in the fourth quarter of fiscal year 2026, it was not more likely than not that the fair value of any of our reporting units was less than its carrying value; as such, our annual qualitative assessment did not indicate that a more detailed quantitative analysis was necessary. Accordingly, no goodwill impairment charge was recognized during fiscal year 2026.
Other Intangibles
Our intangible assets are amortized on a straight-line basis over the estimated useful lives, except for certain customer relationships, which are amortized using an accelerated method of amortization over the expected customer lives, more accurately reflecting the pattern of realization of economic benefits we expect to derive. Acquired developed technologies are amortized to cost of sales and research and development expenses. Acquired customer relationships are amortized to selling, general and administrative expenses in the consolidated statement of operations.
IPR&D is initially capitalized at fair value as an intangible asset with an indefinite life and assessed for impairment thereafter. When an IPR&D project is completed, the IPR&D is reclassified to an amortizable purchased intangible asset and amortized over the asset’s estimated useful life.
During the annual impairment testing performed in the fourth quarter of each year presented, we concluded that our intangible and other long-lived assets were not impaired at the asset group level. We review our intangible and other long-lived assets for impairment at least annually in the fourth quarter of each fiscal year, absent any interim indicators of impairment. Other than the write-off of IPR&D intangible asset discussed below, there were no other indicators of impairment at the asset group level during the years ended June 27, 2026 and June 28, 2025.
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The following tables present details of all of our intangibles as of the periods presented (in millions, except for weighted average remaining amortization period):
June 27, 2026 Gross Carrying Amounts Accumulated Amortization Net Carrying Amounts Weighted average remaining amortization period (years)
Acquired developed technologies $ 828.4 $ (638.7) $ 189.7 3.5
Customer relationships 419.5 (282.3) 137.2 3.4
Order backlog 14.0 (14.0) — —
Trade name and trademarks 3.0 (3.0) — —
Total intangible assets $ 1,264.9 $ (938.0) $ 326.9
During the year ended June 27, 2026, we recorded a $2.5 million write-off of IPR&D intangible asset for project we will no longer pursue, which was from the NeoPhotonics acquisition. We recognized this charge as research and development expense in our consolidated statements of operations during the year ended June 27, 2026.
June 28, 2025 Gross Carrying Amounts Accumulated Amortization Net Carrying Amounts Weighted average remaining amortization period (years)
Acquired developed technologies $ 822.4 $ (559.0) $ 263.4 4.1
Customer relationships 419.8 (226.6) 193.2 4.1
In-process research and development 8.5 — 8.5 n/a
Order backlog 14.0 (14.0) — —
Trade name and trademarks 3.0 (3.0) — —
Total intangible assets $ 1,267.7 $ (802.6) $ 465.1
During the year ended June 28, 2025, we reclassified $4.3 million of IPR&D intangible assets acquired from Cloud Light to acquired developed technologies for IPR&D projects that were completed during the period and recorded $0.2 million of related amortization expense in our consolidated statements of operations during the year ended June 28, 2025.
During the year ended June 28, 2025, we recorded a $2.7 million write-off of IPR&D intangible assets for projects we will no longer pursue, which includes $2.0 million from the NeoPhotonics acquisition and $0.6 million from the Cloud Light acquisition. We recognized this charge as research and development expense in our consolidated statements of operations during the year ended June 28, 2025.
During fiscal years 2026, 2025 and 2024, we recorded $135.7 million, $149.7 million and $150.6 million, respectively, of amortization related to intangibles assets.
The following table presents details of amortization for the periods presented (in millions):
Years ended
June 27, 2026 June 28, 2025 June 29, 2024
Cost of sales $ 77.6 $ 82.2 $ 83.9
Selling, general and administrative 56.4 65.9 65.2
Research and development 1.7 1.6 1.5
Total amortization of intangibles $ 135.7 $ 149.7 $ 150.6
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Based on the carrying amount of our intangible assets as of June 27, 2026, and assuming no future impairment of the underlying assets, the estimated future amortization is as follows (in millions):
Fiscal Years
2027 $ 123.5
2028 83.0
2029 52.6
2030 46.5
2031 20.0
Thereafter 1.3
Total $ 326.9
Note 10. Debt
Our debt consists of the following:
June 27, 2026 June 28, 2025
Short-term Long-term Total Short-term Long-term Total
Convertible notes (1) $ 1,544.6 $ — $ 1,544.6 $ — $ 2,506.2 $ 2,506.2
Term loans 52.3 40.5 92.8 10.6 56.4 67.0
Total $ 1,596.9 $ 40.5 $ 1,637.4 $ 10.6 $ 2,562.6 $ 2,573.2
(1) Since the closing price of our stock was at least 130% of the applicable conversion price for each series of Notes for 20 of the last 30 trading days of our fiscal year 2026, all of our Notes remain convertible at the option of the holders during the first quarter of fiscal year 2027. The outstanding Notes are recorded as current portion of long-term debt, which is presented as current liabilities in our consolidated balance sheets as of June 27, 2026, net of unamortized debt issuance costs. If the Notes are converted by holders, we are required to satisfy our conversion obligations with respect to each series of converted Notes by paying cash equal to the principal amounts of such series of converted Notes and paying or delivering, as the case may be, cash, shares of common stock, or a combination of cash and shares of common stock, at our election, with respect to any conversion value in excess thereof. The outstanding Notes as of June 28, 2025 are recorded as long-term debt, which is presented as non-current liabilities in our consolidated balance sheets, net of unamortized debt issuance costs.
The table below summarizes the applicable conversion price and the equivalent 130% of the conversion price of each series of Notes (per share amount):
Conversion Price 130% of Conversion Price
2032 Notes $ 187.77 $ 244.10
2029 Notes 69.54 90.40
2028 Notes 131.03 170.34
2026 Notes 99.29 129.08
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The table below summarizes activities related to the aggregate principal amount of our convertible notes during the twelve months ended June 27, 2026 (in millions):
June 28, 2025 Debt Issuance (1) Debt Conversions (2) Debt Equitizations (3) Debt Inducement (4) June 27, 2026
2026 Notes $ 1,050.0 $ — $ (149.3) $ (264.8) $ (581.1) $ 54.8
2028 Notes 861.0 — (31.0) (650.4) — 179.6
2029 Notes 603.7 — (339.1) (209.7) — 54.9
2032 Notes — 1,265.0 — — — 1,265.0
$ 2,514.7 $ 1,265.0 $ (519.4) $ (1,124.9) $ (581.1) $ 1,554.3
(1) Refer to “2032 Notes” discussion below.
(2) Refer to “Debt Conversions” discussion below.
(3) Refer to “Debt Equitizations” discussion below.
(4) Refer to “Debt Inducement” discussion below.
Debt Conversions
As of August 14, 2026, we have received early conversion requests totaling $757.8 million aggregate principal amount of the Notes (or the “Converted Notes”), which principal amount will be settled in cash and the conversion value in excess thereof will be settled in cash, shares of common stock, or a combination cash and shares of common stock, at our election, in accordance with Indenture governing the applicable series of Converted Notes. During the year ended June 27, 2026, the aggregate principal amount of the Converted Notes settled in cash was $519.4 million. We accounted for these conversions in accordance with ASC 470-20 Debt with Conversion and Other Options wherein the carrying amount of the Converted Notes, including any unamortized issuance costs, forfeited interest, and cash transferred are recognized in additional paid-in capital account to reflect the shares issued and no gain or loss is recognized.
Debt Equitizations
On April 7, 2026, we entered into privately negotiated exchange arrangements with certain holders of our 2026 Notes and 2029 Notes. Pursuant to these agreements, we issued an aggregate of approximately 5.7 million shares of our common stock in exchange for approximately $264.8 million and $209.7 million aggregate principal amount of the 2026 Notes and 2029 Notes, respectively, and the related conversion value in excess of the principal amounts thereof. The issuance of common stock in the exchange transactions resulted in incremental dilution of approximately 0.6 million shares of our common stock related to the aggregate principal amount.
On May 29, 2026, we entered into privately negotiated exchange arrangements with certain holders of our 2028 Notes. Pursuant to these agreements, we issued an aggregate of approximately 5.0 million shares of our common stock in exchange for approximately $650.4 million aggregate principal amount of the 2028 Notes, and the related conversion value in excess of the principal amounts thereof. The issuance of common stock in the exchange transactions resulted in incremental dilution of approximately 0.8 million shares of our common stock related to the aggregate principal amount.
We accounted for these debt equitizations in accordance with ASC 470-50 Debt Modifications and Extinguishment, wherein we recognized a loss on debt extinguishment of $7,756.6 million in our consolidated statements of operations for the year ended June 27, 2026. The loss consisted primarily of $7,755.1 million of conversion value in excess of principal amounts, $3.1 million of related transaction costs and $2.9 million of unamortized debt issuance costs. These amounts were partially offset by $2.9 million of forfeited interest and $1.6 million of negotiated exchange discount. For income tax purposes, substantially all of the loss was non-deductible, except for approximately $4.4 million primarily related to the write-off of unamortized debt issuance costs and certain interest-related amounts.
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Debt Inducement
On September 8, 2025, concurrent with the issuance of the 2032 Notes, we used approximately $843.1 million of the net proceeds to repurchase $581.1 million aggregate principal amounts of the 2026 Notes. We also paid $0.7 million of the related accrued interest. We have adopted and applied ASU 2024-04, Debt with Conversion and Other Options: Induced Conversions of Convertible Debt Instruments. We determined that this transaction met the requirements for the settlement of debt as an induced conversion. Accordingly, we recorded $256.9 million, which represents the fair value increase in the fair value of the debt, as a reduction to additional paid-in capital within our consolidated balance sheets as of June 27, 2026, and recognized an inducement expense of $5.9 million in our consolidated statements of operations during the year ended June 27, 2026, which represents the excess of fair value of the total consideration over the fair value of securities issuable pursuant to the original conversion terms.
Convertible Notes
2032 Notes
On September 8, 2025, we issued $1,265.0 million in aggregate principal amounts of 0.375% Convertible Senior Notes due in 2032 (“2032 Notes”) in a private placement to qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933, as amended (the “Securities Act”). The 2032 Notes are governed by an indenture between us and U.S. Bank Trust Company, National Association, as trustee (the “2032 Indenture”). The 2032 Notes are unsecured, rank equally with all of our existing senior unsecured indebtedness, and do not contain any financial covenants, restrictions on dividends, incurrence of senior debt or other indebtedness, or the issuance or repurchase of securities by us.
The net proceeds from the sale of the 2032 Notes was approximately $1,254.7 million, after deducting $10.3 million of debt issuance costs. Concurrent with the issuance of the 2032 Notes, we used $843.1 million of the net proceeds to repurchase $581.1 million aggregate principal amounts of the 0.50% Convertible Senior Notes due in 2026 and $102.0 million of the net proceeds to pay the cost of the capped call transactions (the “2032 Capped Call Options”). We intend to use the remaining net proceeds for general corporate purposes, which may include the repayment or repurchase of our indebtedness, including any of our existing convertible notes, capital expenditures, working capital and potential acquisitions.
The 2032 Notes bear interest at a rate of 0.375% per year, payable semi-annually in arrears on March 15 and September 15 of each year. The 2032 Notes will mature on March 15, 2032, unless earlier redeemed, repurchased by us, or converted pursuant to their terms.
The initial conversion rate is 5.3257 shares of common stock per $1,000 principal amounts of the 2032 Notes (which is equivalent to an initial conversion price of approximately $187.77 per share). The conversion rate is subject to adjustment upon the occurrence of certain events specified in the 2032 Indenture but will not be adjusted for any accrued and unpaid interest. In addition, upon the occurrence of a make-whole fundamental change (as defined in the 2032 Indenture) or our issuance of a notice of redemption, we will, in certain circumstances, increase the conversion rate by a number of additional shares for a holder that elects to convert the 2032 Notes in connection with such make-whole fundamental change or notice of redemption.
Prior to the close of business on the business day immediately preceding December 15, 2031, holders of the 2032 Notes may convert their 2032 Notes only under the following circumstances:
•during any fiscal quarter (and only during such fiscal quarter), if the last reported sale price of the common stock for at least 20 trading days (whether or not consecutive) during the period of 30 consecutive trading days ending on the last trading day of the immediately preceding fiscal quarter is greater than or equal to 130% of the applicable conversion price of the 2032 Notes, or $244.10, on each applicable trading day;
•during the five consecutive business day period after any five consecutive trading day period (the “2032 measurement period”) in which the trading price per $1,000 principal amounts of 2032 Notes for each trading day of the 2032 measurement period was less than 98% of the product of the last reported sale price of our common stock and the applicable conversion rate on each such trading day;
•if we call any or all of the 2032 Notes for redemption, at any time prior to the close of business on the second scheduled trading day immediately preceding the redemption date; or
•upon the occurrence of specified corporate events as specified in the 2032 Indenture.
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On or after December 15, 2031 until the close of business on the second scheduled trading day immediately preceding the maturity date, holders may convert their 2032 Notes at any time. Upon conversion, we are required to satisfy our conversion obligation with respect to such converted 2032 Notes by paying cash equal to the principal amounts of such converted 2032 Notes and paying or delivering, as the case may be, cash, shares of common stock or a combination of cash and shares of common stock, at our election, with respect to any conversion value in excess thereof, if any.
We may redeem for cash all or any portion of the 2032 Notes, at our option (subject to the partial redemption limitation set forth in the 2032 Indenture), on or after March 20, 2029, if the last reported sale price of our common stock has been at least 130% of the conversion price then in effect for at least 20 trading days (whether or not consecutive) during any 30 consecutive trading-day period (including the last trading day of such period) ending on, and including, the trading day immediately preceding the date on which we provide notice of redemption at a redemption price equal to 100% of the principal amounts of the 2032 Notes to be redeemed, plus accrued and unpaid interest to, but excluding, the redemption date. No sinking fund is provided for the 2032 Notes. If we elect to redeem fewer than all of the outstanding 2032 Notes, at least $100.0 million aggregate principal amount of the 2032 Notes must be outstanding and not subject to redemption as of the redemption notice date. Upon the occurrence of a fundamental change (as defined in the 2032 Indenture), holders may require us to repurchase all or a portion of their 2032 Notes for cash at a price equal to 100% of the principal amount of the 2032 Notes to be repurchased, plus any accrued and unpaid interest to, but excluding, the fundamental change repurchase date. Upon conversion, we are required to satisfy our conversion obligation with respect to such converted 2032 Notes by paying cash equal to the principal amounts of such converted 2032 Notes and paying or delivering, as the case may be, cash, shares of common stock or a combination of cash and shares of common stock, at our election, with respect to any conversion value in excess thereof, if any.
As of August 14, 2026, we have not received any early conversion requests with respect to the 2032 Notes.
2032 Capped Call Options
In September 2025, in connection with the issuances of the 2032 Notes, we entered into privately negotiated capped call transactions (the “2032 Capped Call Options”) with certain financial institutions (the “2032 Capped Call Counterparties”). The 2032 Capped Call Options cover, subject to anti-dilution adjustments substantially similar to those applicable to the 2032 Notes, the number of shares of our common stock that initially underlie the 2032 Notes and are generally expected to reduce potential dilution to our common stock upon any conversion of 2032 Notes and/or offset any cash payments we would be required to make in excess of the principal amounts of converted 2032 Notes, as the case may be, with such reduction and/or offset subject to a cap. The cap price of the 2032 Capped Call Options was initially $268.24 per share, and is subject to certain adjustments under the terms of the 2032 Capped Call Options. If the market price per share of our common stock, as measured under the terms of the 2032 Capped Call Options, exceeds the cap price of the 2032 Capped Call Options, there would be dilution and/or there would not be an offset of any potential cash payments in excess of the principal amounts of converted 2032 Notes, in each case, to the extent that such market price exceeds the cap price of the 2032 Capped Call Options.
Each of the 2032 Capped Call Options was executed pursuant to a separate agreement entered into by us and each of the 2032 Capped Call Counterparties. The 2032 Capped Call Options are not part of the terms of the 2032 Notes and will not affect any holder’s rights under the 2032 Notes. Holders of the 2032 Notes will not have any rights with respect to the 2032 Capped Call Options. We concluded that the 2032 Capped Call Options met the criteria for equity classification because they were indexed to our common stock and we have the discretion to settle the 2032 Capped Call Options by us receiving shares or cash subsequent to March 20, 2029. As a result, the $102.0 million amount paid was recorded as a reduction to additional paid-in capital within our consolidated balance sheets as of June 27, 2026, along with the offsetting associated current tax impact.
We made a tax election to integrate the 2032 Notes and the 2032 Capped Call Options for federal income tax purposes pursuant to applicable U.S. Treasury Regulations. Accordingly, the $102.0 million gross cost of the purchased 2032 Capped Call Options will be deductible for income tax purposes as original issue discount interest over the term of the 2032 Notes. At inception, we recorded a deferred tax asset. During the interim periods of fiscal year 2026, the deferred tax asset was fully offset by a valuation allowance, resulting in no net impact to additional paid-in capital. Based on our year-end assessment of the realizability of our U.S. deferred tax assets, we concluded that the current-year deferred tax asset attributable to the 2032 Capped Call Options was more likely than not realizable. Accordingly, as of June 27, 2026, the deferred tax asset was recognized without a valuation allowance, and the corresponding $25.0 million deferred tax benefit was recorded as an increase to additional paid-in capital, consistent with the accounting for the underlying equity transaction.
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2029 Notes
On June 16, 2023, we issued $603.7 million in aggregate principal amount of 2029 Notes in a private placement to qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933, as amended. The 2029 Notes are governed by an indenture between us and U.S. Bank Trust Company National Association, (as successor in interest to U.S. Bank National Association), as a trustee (the “2029 Indenture”). The 2029 Notes are unsecured, rank equally with all of our existing senior unsecured indebtedness, and do not contain any financial covenants, restrictions on dividends, incurrence of senior debt or other indebtedness, or the issuance or repurchase of securities by us.
The 2029 Notes bear interest at a rate of 1.50% per year, payable semi-annually in arrears on June 15 and December 15 of each year, beginning on December 15, 2023. The 2029 Notes will mature on December 15, 2029, unless earlier redeemed, repurchased by us, or converted pursuant to their terms.
The initial conversion rate is 14.3808 shares of common stock per $1,000 principal amount of the 2029 Notes (which is equivalent to an initial conversion price of approximately $69.54 per share). The conversion rate is subject to adjustment upon the occurrence of certain events specified in the 2029 Indenture, but will not be adjusted for accrued and unpaid interest. In addition, upon the occurrence of a make-whole fundamental change or our issuance of a notice of redemption, we will, in certain circumstances, increase the conversion rate by a number of additional shares for a holder that elects to convert the 2029 Notes in connection with such make-whole fundamental change or notice of redemption.
Prior to the close of business on the business day immediately preceding September 15, 2029, holders of the 2029 Notes may convert their 2029 Notes only under the following circumstances:
•during any fiscal quarter commencing after September 30, 2023 (and only during such fiscal quarter), if the last reported sale price of the common stock for at least 20 trading days (whether or not consecutive) during the period of 30 consecutive trading days ending on the last trading day of the immediately preceding fiscal quarter is greater than or equal to 130% if the applicable conversion price, or $90.40, on each applicable trading day;
•during the five consecutive business day period after any five consecutive trading day period (the “2029 measurement period”) in which the trading price per $1,000 principal amount of 2029 Notes for each trading day of the 2029 measurement period was less than 98% of the product of the last reported sale price of our common stock and the applicable conversion rate on each such trading day;
•if we call any or all of the 2029 Notes for redemption, at any time prior to the close of business on the second business day immediately preceding the redemption date; or
•upon the occurrence of specified corporate events as specified in the 2029 Indenture.
On or after September 15, 2029 until the close of business on the second scheduled trading day immediately preceding the maturity date, holders may convert their 2029 Notes at any time. Following our irrevocable settlement method election made on September 25, 2024, upon conversion, we are required to satisfy our conversion obligation with respect to such converted 2029 Notes by delivering cash equal to the principal amount of such converted 2029 Notes and cash, shares of common stock or a combination of cash and shares of common stock, at our election, with respect to any conversion value in excess thereof.
We may redeem for cash all or any portion of the 2029 Notes, at our option (subject to the partial redemption limitation set forth in the 2029 Indenture), on or after June 22, 2026, if the last reported sale price of our common stock has been at least 130% of the conversion price then in effect for at least 20 trading days (whether or not consecutive) during any 30 consecutive trading-day period (including the last trading day of such period) ending on, and including, the trading day immediately preceding the date on which we provide notice of redemption at a redemption price equal to 100% of the principal amount of the 2029 Notes to be redeemed, plus accrued and unpaid interest to, but excluding, the redemption date. No sinking fund is provided for the 2029 Notes. If we elect to redeem fewer than all of the outstanding 2029 Notes, at least $100.0 million aggregate principal amount of the 2029 Notes must be outstanding and not subject to redemption as of the redemption notice date. Upon the occurrence of a fundamental change (as defined in the 2029 Indenture), holders may require us to repurchase all or a portion of their 2029 Notes for cash at a price equal to 100% of the principal amount of the 2029 Notes to be repurchased, plus any accrued and unpaid interest to, but excluding, the fundamental change repurchase date.
Refer to debt conversions and equitizations discussions above for further details.
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2028 Notes
In March 2022, we issued $861.0 million in aggregate principal amount of 2028 Notes in a private placement to qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933, as amended. The 2028 Notes are governed by an indenture between us and U.S. Bank Trust Company National Association (as successor in interest to U.S. Bank National Association), as a trustee (the “2028 Indenture”). The 2028 Notes are unsecured, rank equally with all of our existing senior unsecured indebtedness, and do not contain any financial covenants, restrictions on dividends, incurrence of senior debt or other indebtedness, or the issuance or repurchase of securities by us.
The 2028 Notes bear interest at a rate of 0.50% per year, payable semi-annually in arrears on June 15 and December 15 of each year, beginning on June 15, 2022. The 2028 Notes will mature on June 15, 2028, unless earlier redeemed, repurchased by us, or converted pursuant to their terms.
The initial conversion rate is 7.6319 shares of common stock per $1,000 principal amount of the 2028 Notes (which is equivalent to an initial conversion price of approximately $131.03 per share). The conversion rate is subject to adjustment upon the occurrence of certain events specified in the 2028 Indenture, but will not be adjusted for accrued and unpaid interest. In addition, upon the occurrence of a make-whole fundamental change or our issuance of a notice of redemption, we will, in certain circumstances, increase the conversion rate by a number of additional shares for a holder that elects to convert the 2028 Notes in connection with such make-whole fundamental change or notice of redemption.
Prior to the close of business on the business day immediately preceding March 15, 2028, holders of the 2028 Notes may convert their 2028 Notes only under the following circumstances:
•during any fiscal quarter (and only during such fiscal quarter), if the last reported sale price of the common stock for at least 20 trading days (whether or not consecutive) during the 30 consecutive trading days ending on the last trading day of the immediately preceding fiscal quarter is greater than or equal to 130% if the applicable conversion price, or $170.34 on each applicable trading day;
•during the five consecutive business day period after any five consecutive trading day period (the “2028 measurement period”) in which the trading price per $1,000 principal amount of the 2028 Notes for each trading day of the 2028 measurement period was less than 98% of the product of the last reported sale price of our common stock and the applicable conversion rate on each such trading day;
•if we call any or all of the 2028 Notes for redemption, at any time prior to the close of business on the second business day immediately preceding the redemption date; or
•upon the occurrence of specified corporate events as specified in the 2028 Indenture.
On or after March 15, 2028 until the close of business on the second scheduled trading day immediately preceding the maturity date, holders may convert their 2028 Notes at any time. Following our irrevocable settlement method election made on September 25, 2024, upon conversion, we are required to satisfy our conversion obligation with respect to such converted 2028 Notes by delivering cash equal to the principal amount of such converted 2028 Notes and cash, shares of common stock or a combination of cash and shares of common stock, at our election, with respect to any conversion value in excess thereof.
We may redeem for cash all or any portion of the 2028 Notes, at our option (subject to the partial redemption limitation set forth in the 2028 Indenture), on or after June 20, 2025, if the last reported sale price of our common stock has been at least 130% of the conversion price then in effect for at least 20 trading days (whether or not consecutive) during any 30 consecutive trading-day period (including the last trading day of such period) ending on, and including, the trading day immediately preceding the date on which we provide notice of redemption at a redemption price equal to 100% of the principal amount of the 2028 Notes to be redeemed, plus accrued and unpaid interest to, but excluding, the redemption date. No sinking fund is provided for the 2028 Notes. If we elect to redeem fewer than all of the outstanding 2028 Notes, at least $100.0 million aggregate principal amount of the 2028 Notes must be outstanding and not subject to redemption as of the redemption notice date. Upon the occurrence of a fundamental change (as defined in the 2028 Indenture), holders may require us to repurchase all or a portion of their 2028 Notes for cash at a price equal to 100% of the principal amount of the 2028 Notes to be repurchased, plus any accrued and unpaid interest to, but excluding, the fundamental change repurchase date.
We initially bifurcated the principal amount of the 2028 Notes into liability and equity components. The liability component of the 2028 Notes was initially valued at $629.8 million based on the contractual cash flow discounted at an appropriate comparable market on the non-convertible debt borrowing rate at the date of issuance, which was 5.7%, with the equity component representing the residual amount of the proceeds of $231.2 million, which was recorded as a debt discount.
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Upon adoption of ASU 2020-06 in the first quarter of fiscal year 2023, our 2028 Notes were accounted for as a single liability, net of unamortized debt issuance costs.
Refer to debt conversions and equitizations discussions above for further details.
2026 Notes
In December 2019, we issued $1,050.0 million in aggregate principal amount of the 2026 Notes in a private placement to qualified institutional buyers pursuant to Rule 144A under the Securities Act. The 2026 Notes are governed by an indenture between us and U.S. Bank Trust Company National Association (as successor in interest to U.S. Bank National Association), as trustee (the “2026 Indenture”). We used approximately $196.0 million of the net proceeds of the offering to repay in full all amounts outstanding under our term loan facility, and a portion of the net proceeds of the offering to purchase approximately $200.0 million of our common stock concurrently with the pricing of the offering in privately negotiated transactions. The 2026 Notes are unsecured, rank equally with all of our existing senior unsecured indebtedness, and do not contain any financial covenants, restrictions on dividends, the incurrence of senior debt or other indebtedness, or the issuance or repurchase of securities by us.
The 2026 Notes bear interest at a rate of 0.50% per year, payable semi-annually in arrears on June 15 and December 15 of each year, beginning on June 15, 2020. The 2026 Notes will mature on December 15, 2026, unless earlier redeemed, repurchased by us, or converted pursuant to their terms.
The initial conversion rate is 10.0711 shares of common stock per $1,000 principal amount of the 2026 Notes (which is equivalent to an initial conversion price of approximately $99.29 per share). The conversion rate is subject to adjustment upon the occurrence of certain events specified in the 2026 Indenture, but will not be adjusted for accrued and unpaid interest. In addition, upon the occurrence of a make-whole fundamental change or our issuance of a notice of redemption, we will, in certain circumstances, increase the conversion rate by a number of additional shares set forth in the 2026 Indenture or a holder that elects to convert the 2026 Notes in connection with such make-whole fundamental change or notice of redemption.
Prior to the close of business on the business day immediately preceding September 15, 2026, holders of the 2026 Notes may convert their 2026 Notes only under the following circumstances:
•during any fiscal quarter (and only during such fiscal quarter), if the last reported sale price of the common stock for at least 20 trading days (whether or not consecutive) during a period of 30 consecutive trading days ending on the last trading day of the immediately preceding fiscal quarter is greater than or equal to 130% of the conversion price of the 2026 Notes, or $129.08 on each applicable trading day;
•during the five business day period after any five consecutive trading day period (the "2026 measurement period") in which the trading price per $1,000 principal amount of the 2026 Notes for each trading day of the 2026 measurement period was less than 98% of the product of the last reported sale price of our common stock and the conversion rate for the 2026 Notes on each such trading day;
•if we call any or all of the 2026 Notes for redemption, at any time prior to the close of business on the second business day immediately preceding the relevant redemption date; or
•upon the occurrence of specified corporate events as specified in the 2026 Indenture.
On or after September 15, 2026 until the close of business on the second scheduled trading day immediately preceding the maturity date, holders may convert the 2026 Notes at any time. Following our entry into the First Supplemental Indenture, dated as of September 25, 2024, to the 2026 Indenture, upon conversion, we are required to satisfy our conversion obligation with respect to such converted 2026 Notes by delivering cash equal to the principal amount of such converted 2026 Notes and cash, shares of common stock or a combination of cash and shares of common stock, at our election, with respect to any conversion value in excess thereof.
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We may redeem for cash, for all or any portion of the 2026 Notes, at our option, on or after December 20, 2023, if the last reported sale price of our common stock has been at least 130% of the conversion price then in effect for at least 20 trading days (whether or not consecutive) during any 30 consecutive trading-day period (including the last trading day of such period) ending on, and including, the trading day immediately preceding the date on which we provide a notice of redemption at a redemption price equal to 100% of the principal amount of the 2026 Notes to be redeemed, plus accrued and unpaid interest to, but excluding, the redemption date. No sinking fund is provided for the 2026 Notes. Upon the occurrence of a fundamental change (as defined in the 2026 Indenture), holders may require us to repurchase all or a portion of the 2026 Notes for cash at a price equal to 100% of the principal amount of the 2026 Notes to be repurchased, plus any accrued and unpaid interest to, but excluding, the fundamental change repurchase date.
We initially bifurcated the principal amount of the 2026 Notes into liability and equity components. The liability component of the 2026 Notes was valued at $734.8 million based on the contractual cash flows discounted at an appropriate comparable market non-convertible debt borrowing rate at the date of issuance of 5.8% with the equity component representing the residual amount of the proceeds of $315.2 million, which was recorded as a debt discount. Upon adoption of ASU 2020-06 in the first quarter of fiscal year 2023, our 2026 Notes were accounted for as a single liability, net of unamortized debt issuance costs.
Refer to debt inducement, conversions, and equitizations discussions above for further details.
Our convertible notes consisted of the following components as of the periods presented (in millions):
June 27, 2026 2026 Notes 2028 Notes 2029 Notes 2032 Notes Total
Principal $ 54.8 $ 179.6 $ 54.9 $ 1,265.0 $ 1,554.3
Unamortized debt discount and debt issuance costs (0.1) (0.5) (0.2) (8.9) (9.7)
Net carrying amount of the liability component $ 54.7 $ 179.1 $ 54.7 $ 1,256.1 $ 1,544.6
June 28, 2025 2026 Notes 2028 Notes 2029 Notes 2032 Notes Total
Principal $ 1,050.0 $ 861.0 $ 603.7 $ — $ 2,514.7
Unamortized debt discount and debt issuance costs (1.7) (3.3) (3.5) — $ (8.5)
Net carrying amount of the liability component $ 1,048.3 $ 857.7 $ 600.2 $ — $ 2,506.2
The following table sets forth interest expense information related to our convertible notes for the periods presented (in millions):
June 27, 2026 June 28, 2025 June 29, 2024
Contractual interest expense $ 16.9 $ 18.6 $ 19.2
Amortization of the debt discount and debt issuance costs 3.5 3.0 14.6
Total interest expense $ 20.4 $ 21.6 $ 33.8
The future principal and interest payments related to our convertible notes are as follows as of June 27, 2026 (in millions):
Fiscal Years 2026 Notes 2028 Notes 2029 Notes 2032 Notes Total
2027 $ 54.8 $ 0.3 $ 0.4 $ 4.7 $ 60.2
2028 — 179.9 0.4 4.8 185.1
2029 — — 0.5 4.7 5.2
2030 — — 55.1 4.8 59.9
2031 — — — 4.7 4.7
Thereafter — — — 1,269.8 1,269.8
Total payments $ 54.8 $ 180.2 $ 56.4 $ 1,293.5 $ 1,584.9
The principal balances of our convertible notes are reflected in the payment periods in the table above based on their respective contractual maturities.
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Term Loans
SMBC Term Loan
On August 9, 2024, we entered into a term loan agreement (the “SMBC 2029 Term Loan”) with Sumitomo Mitsui Banking Corporation (“SMBC”). The SMBC 2029 Term Loan provides an aggregate principal amount of 6.4 billion Japanese yen (“JPY”). The loan requires monthly principal payments of approximately 53.3 million JPY, from August 31, 2024 to June 30, 2029 and interest based on a fixed annual interest rate of 0.88%, with the remaining principal of approximately 3.3 billion JPY due on the loan maturity date of July 31, 2029. Under the loan agreement, we cannot prepay the outstanding loan without SMBC’s approval. In the event we prepay the outstanding loan with SMBC’s approval, we shall pay SMBC a settlement amount calculated pursuant to the terms of the loan agreement. The SMBC 2029 Term Loan is secured by the real estate owned in Sagamihara, Japan.
On December 18, 2025, we entered into another term loan agreement (the “SMBC 2026 Term Loan”) with SMBC. The SMBC 2026 Term Loan provides an aggregate principal amount of 7.5 billion JPY. The loan requires monthly principal payments of 125.0 million JPY and interest based on a fixed annual interest rate of 1.44%, with the remaining principal of approximately 6.1 billion JPY due on the loan maturity date of December 19, 2026, subject to repayment pitch of 60 months. Under the loan agreement, we cannot prepay the outstanding loan without SMBC’s approval. In the event we prepay the outstanding loan with SMBC’s approval, we shall pay SMBC a settlement amount calculated pursuant to the terms of the loan agreement. The SMBC 2026 Term Loan is secured by the real estate owned in Sagamihara, Japan.
The SMBC 2029 Term Loan and the SMBC 2026 Term Loan are collectively referred to as SMBC Term Loans. We have maintained a debt service coverage ratio of at least 1.2 for our Japan entity for fiscal year 2026 and maintained a U.S. dollar deposit account with a balance, translated into JPY, equal to or greater than the outstanding principal amount of the SMBC 2026 Term Loan both in accordance with the terms of the SMBC term loan agreements.
As of June 27, 2026, we had $74.8 million in principal amount outstanding on our SMBC Term Loans, of which the short-term portion of $46.8 million is recorded as current liabilities while the long-term portion of $28.0 million is recorded as long-term debt in our consolidated balance sheets.
Mizuho Term Loan
On September 20, 2024, we entered into a term loan agreement (the “Mizuho Term Loan”) with Mizuho Bank, Ltd. (“Mizuho”), in order to finance our planned manufacturing expansions. The Mizuho Term Loan provides for borrowings of 4.5 billion JPY with a 5-year term from the funding date of September 20, 2024. The loan requires quarterly principal payments of approximately 225.0 million JPY commencing on December 20, 2024 with the final payment on September 20, 2029. The Mizuho Term Loan bears interest at a fixed annual rate of 0.90%. The Mizuho Term Loan is secured by the real estate assets owned by NeoPhotonics Semiconductor GK. The Mizuho Term Loan agreement requires that we and certain domestic subsidiaries comply with covenants relating to customary matters, including obtaining approval from Mizuho prior to transferring, creating a security interest, or disposing of the collateral assets; obtaining approval from Mizuho prior to a business transfer, business acquisition, corporate reorganization or changes such as mergers, company splits, share exchanges or share transfers or capital structure changes; obtaining approval from Mizuho prior to changing our indirect ownership in Lumentum Japan, Inc; and obtaining approval from Mizuho prior to a distribution of dividends by Lumentum Japan, Inc. to its shareholders. In addition, under the Mizuho Term Loan, we maintain certain balance in U.S. dollar time and savings deposit accounts in accordance with the terms of the Mizuho Term Loan Agreement.
As of June 27, 2026, we had $18.0 million in principal amount outstanding on our Mizuho Term Loan, of which the short-term portion of $5.6 million is recorded as current liabilities while the long-term portion of $12.4 million is recorded as long-term debt in our consolidated balance sheets.
The SMBC Term Loans and the Mizuho Term Loan are collectively referred to as Japan Term Loans.
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Revolving Credit Facility
On December 19, 2025, we entered into a credit agreement (the “Credit Agreement”) with the lenders party thereto and Wells Fargo Bank, National Association, as administrative and collateral agent. The Credit Agreement provides 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. The Credit Agreement provides that we have the right at any time and from time to time to incur one or more incremental revolving commitments and/or incremental term loans up to an unlimited amount, subject to certain customary conditions precedent and other requirements. The proceeds of the loans under the Credit Agreement may be used for working capital and general corporate purposes.
Revolving loans under the Credit Agreement may be borrowed, repaid and reborrowed, without premium or penalty (subject to customary breakage costs), until their maturity date under the Credit Agreement, at which time all amounts borrowed must be repaid. Revolving loans under the Credit Agreement will mature on December 19, 2030, subject to earlier maturity on the date that is 91 days prior to the final scheduled maturity date of our existing outstanding convertible notes, if on such date, we are unable to satisfy certain liquidity and/or total net leverage requirements.
At our option, borrowings bear interest at either a base rate plus an applicable margin ranging from 0.50% to 1.50%, or a term Secured Overnight Financing Rate (“SOFR”) plus a margin ranging from 1.50% to 2.50%, in each case with such margin based on our secured net leverage ratio, as determined in accordance with the terms of the Credit Agreement. Interest is payable quarterly in arrears with respect to borrowings bearing interest at the alternate base rate or on the last day of an interest period, but at least every three months, with respect to borrowings bearing interest at a term SOFR rate. We are required to pay to the Administrative Agent for the account of each Lender a commitment fee on a quarterly basis in an amount equal to 0.15% to 0.35% (depending on our secured net leverage ratio) of unused availability under the revolving facility. We are also obligated to pay other fees customary for revolving credit facilities of this size and type.
The Credit Agreement contains customary representations, warranties, affirmative and negative covenants, and events of default. The negative covenants include, among others, restrictions on liens, investments, indebtedness, fundamental changes, restricted payments, transactions with affiliates and prepayments of subordinated debt, all subject to certain exceptions. In addition, the Credit Agreement contains financial covenants, tested at the end of each fiscal quarter, requiring us to maintain a secured net leverage ratio of less than or equal to 3.25:1.00, subject to a 0.50:1.00 step-up for four fiscal quarters in connection with a material acquisition, and an interest coverage ratio of no less than 3.00:1.00.
The obligations under the Credit Agreement are required to be guaranteed by certain of our material domestic subsidiaries and are secured by substantially all of our and subsidiary guarantors assets, subject to customary exceptions.
As of June 27, 2026, there were no borrowings outstanding under the revolving credit facility.
We incurred financing costs of about $2.4 million in connection with the revolving credit facility, which was presented as other non-current assets in our consolidated balance sheets and are amortized to interest expense over the term of the facility. As of June 27, 2026, the remaining unamortized financing costs was about $2.2 million.
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Note 11. Accumulated Other Comprehensive Income (Loss)
Our accumulated other comprehensive income (loss) consists of the accumulated net unrealized gains or losses on foreign currency translation adjustments, defined benefit obligations, and available-for-sale securities.
The changes in accumulated other comprehensive income (loss), net of tax, were as follows for the periods as presented (in millions):
Foreign currency translation adjustments, net of tax (1) Defined benefit obligations, net of tax (2) Unrealized gain (loss) on available-for-sale securities, net of tax (3) Total
Balances as of July 1, 2023 $ 10.4 $ (0.4) $ (5.9) $ 4.1
Other comprehensive income (loss) (0.6) 1.1 4.7 5.2
Balances as of June 29, 2024 $ 9.8 $ 0.7 $ (1.2) $ 9.3
Other comprehensive income (loss) 0.1 (2.3) 1.9 (0.3)
Balances as of June 28, 2025 $ 9.9 $ (1.6) $ 0.7 $ 9.0
Other comprehensive income (loss) (0.3) 3.0 (1.7) 1.0
Balances as of June 27, 2026 $ 9.6 $ 1.4 $ (1.0) $ 10.0
(1) In fiscal year 2019, we established the functional currency for our worldwide operations as the U.S. dollar. Translation adjustments reported prior to fiscal year 2019 remain as a component of accumulated other comprehensive income in our consolidated balance sheets, until all or a part of the investment in the subsidiaries is sold or liquidated. In fiscal year 2023, we acquired IPG telecom transmission product lines. The functional currency of the Brazilian entities acquired as part of this acquisition was the local currency. In fiscal year 2026, we sold our Brazilian entities, and therefore, recognized the related accumulated translation adjustments to earnings.
(2) We evaluate the assumptions over the fair value of our defined benefit obligations annually and make changes as necessary. During fiscal years 2026, 2025 and 2024, our income (loss) on defined benefit obligations is presented net of tax of $0.6 million, nil, and $0.4 million, respectively.
(3) In fiscal years 2026, 2025 and 2024, our unrealized gain (loss) on available-for-sale securities is presented net of tax of $0.6 million, nil and $1.7 million, respectively.
Note 12. Restructuring and Related Charges
We have initiated various strategic restructuring actions primarily to reduce costs, consolidate our operations, rationalize the manufacturing of our products and align our business in response to market conditions and as a result of our acquisitions.
The following table summarizes the activities of restructuring and related charges during the periods presented (in millions):
Years Ended
June 27, 2026 June 28, 2025 June 29, 2024
Balance as of beginning of period $ 2.5 $ 11.1 $ 5.0
Charges 11.4 22.8 72.6
Payments and other adjustments (11.5) (31.4) (66.5)
Balance as of end of period $ 2.4 $ 2.5 $ 11.1
During the year ended June 27, 2026, we recorded restructuring and related charges of $11.4 million, primarily related to reduction in forces during the period in order to enhance operational efficiency and realign our investments toward the most critical initiatives.
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During the year ended June 28, 2025, we recorded restructuring and related charges of $22.8 million. This included $14.6 million of assets written off, including property, plant and equipment, right-of-use assets, prepayments and other current assets as well as charges for other contractual commitments associated with site closures, and $4.3 million of employee severance primarily due to efforts to consolidate our sites and focus on other market opportunities, including cloud and AI markets. In addition, we also recorded $3.0 million of charges related to the discontinuation of our in-house development of coherent Digital Signal Processors (“DSPs”) and Radio Frequency Integrated Circuits (“RFICs”).
During the year ended June 29, 2024, we recorded restructuring and related charges of $72.6 million. We discontinued our in-house development of coherent DSPs and RFICs. As a result, we recorded $35.8 million of restructuring and related charges during the fiscal fourth quarter of 2024, which includes $29.1 million write-off of IPR&D assets, as well as $6.7 million of contract exit costs and asset write-offs. The remaining $36.8 million of restructuring and related charges are primarily due to company-wide cost reduction initiatives, as well as our integration efforts to consolidate our manufacturing sites. We have shut down our factories in China which were acquired as part of the NeoPhotonics acquisition and are ramping up production of most of the related products at our Thailand facility.
Restructuring and related charges are presented in our consolidated statements of operations for the years ended June 27, 2026, June 28, 2025 and June 29, 2024.
Any changes in the estimates of executing our restructuring activities will be reflected in our future results of operations.
Note 13. Income Taxes
Our loss before income taxes consisted of the following (in millions):
Years Ended
June 27, 2026 June 28, 2025 June 29, 2024
Domestic $ (8,018.7) $ (174.4) $ (219.6)
Foreign 845.9 2.3 (186.1)
Loss before income taxes $ (7,172.8) $ (172.1) $ (405.7)
Our income tax (benefit) provision consisted of the following (in millions):
Years Ended
June 27, 2026 June 28, 2025 June 29, 2024
Federal:
Current $ 0.2 $ (8.4) $ (10.6)
Deferred (226.9) — 124.0
(226.7) (8.4) 113.4
State:
Current 1.4 1.8 1.3
Deferred (69.6) — (8.0)
(68.2) 1.8 (6.7)
Foreign:
Current 55.5 55.5 52.1
Deferred 1.7 (246.9) (18.0)
57.2 (191.4) 34.1
Total income tax (benefit) provision $ (237.7) $ (198.0) $ 140.8
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The following table reconciles the income tax benefit recorded for fiscal year 2026 to the amount computed by applying the U.S. federal statutory income tax rate of 21% to loss before income taxes after the adoption of ASU 2023-09 (in millions, except percentages):
Year Ended June 27, 2026
Amount Percentage
Income tax benefit computed at U.S. federal statutory rate $ (1,506.3) 21.0 %
State and local income tax, net of federal income tax effect (1) (70.3) 1.0
Foreign tax effects
Switzerland
Income not subject to local corporate income tax (138.1) 1.9
Other (2.2) 0.0
Other foreign jurisdictions 7.5 (0.1)
Effects of cross-border tax laws
GILTI 100.6 (1.4)
Other (23.0) 0.3
Tax credits (37.8) 0.5
Changes in valuation allowances (181.4) 2.5
Nontaxable or nondeductible items
Nondeductible loss on extinguishment of debt 1,628.6 (22.7)
Other (36.1) 0.5
Changes in unrecognized tax benefits 14.5 (0.2)
Other adjustments 6.3 (0.1) %
Total income tax benefit $ (237.7) 3.2 %
(1) The state and local jurisdictions that contribute to the majority (greater than 50%) of the tax effect in this category include California and Georgia.
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Prior to our adoption of ASU 2023-09, the reconciliation of the U.S. federal statutory income tax rate to our effective income tax rate for fiscal year 2025 and 2024 was presented as follows (in millions):
Years Ended
June 28, 2025 June 29, 2024
Income tax provision computed at federal statutory rate $ (36.1) $ (85.2)
Foreign rate differential (49.9) 58.9
Change in valuation allowance (161.5) 150.1
Tax credits (2.2) (1.8)
Stock-based compensation 22.3 17.8
Permanent items 0.3 (3.2)
Transaction costs — 1.3
Subpart F and GILTI 22.4 0.2
Unrecognized tax benefits 8.5 11.7
Change in Tax Rates 0.5 (9.9)
BEAT — —
Audit settlement (4.4) —
State taxes 1.9 —
Other 0.2 0.9
Total income tax (benefit) provision $ (198.0) $ 140.8
Effective tax rate 115.04 % (34.71) %
Our benefit for income taxes for fiscal year 2026 differs from the 21% U.S. statutory rate primarily due to the non-deductible loss on debt extinguishment and the income tax expense on U.S. income inclusions from GILTI and Subpart F, partially offset by the income tax benefit associated with the release of valuation allowances on certain U.S. deferred tax assets.
Our benefit for income taxes for fiscal year 2025 differs from the 21% U.S. statutory rate primarily due to the income tax benefit associated with the release of a valuation allowance on our U.K. deferred tax assets, earnings of our foreign subsidiaries being taxed at rates that differ from the U.S. statutory rate, partially offset by the income tax expense from U.S. income inclusions from Subpart F and GILTI, non-deductible stock-based compensation and changes in unrecognized tax benefits.
Our provision for income taxes for fiscal year 2024 differs from the 21% U.S. statutory rate primarily due to the income tax expense associated with the recognition of a valuation allowance on our U.S. federal and state deferred tax assets, earnings of our foreign subsidiaries being taxed at rates that differ from the U.S. statutory rate and non-deductible stock-based compensation. Additionally, our provision for income taxes includes changes in unrecognized tax benefits, partially offset by the income tax benefit from a change in the applicable statutory income tax rate in certain jurisdictions.
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The components of our net deferred taxes consisted of the following (in millions):
Years Ended
June 27, 2026 June 28, 2025
Gross deferred tax assets:
Intangibles $ 22.8 $ 20.3
Tax credit carryforwards 149.1 143.2
Net operating loss carryforwards 187.4 232.1
Inventories 9.8 14.9
Accruals and reserves 42.7 28.1
Fixed assets 22.6 17.2
Capital loss carryforwards 13.7 11.2
Capitalized and unclaimed R&D expenditure 239.5 178.1
Convertible notes 22.1 —
Stock-based compensation 7.5 8.9
Lease liabilities 7.1 7.5
Other 1.0 2.4
Gross deferred tax assets 725.3 663.9
Valuation allowance (189.0) (440.8)
Deferred tax assets 536.3 223.1
Gross deferred tax liabilities:
Intangible amortization (3.0) (10.5)
Right-of-use assets (5.9) (5.8)
Inventories (3.0) (3.6)
Other (0.6) (0.1)
Deferred tax liabilities (12.5) (20.0)
Total net deferred tax assets $ 523.8 $ 203.1
We regularly assess our ability to realize our deferred tax assets on a quarterly basis and will establish a valuation allowance if it is more-likely-than-not that some portion of the deferred tax assets will not be realized. We weigh all available positive and negative evidence, including our earnings history and results of recent operations, reversals of deferred tax liabilities, projected future taxable income, and tax planning strategies. In fiscal year 2026, after considering both positive and negative evidence, we determined that there is sufficient objectively verifiable positive evidence to conclude that it is more-likely-than-not that our U.S. deferred tax assets are realizable in the future. As a result, we released a valuation allowance against such deferred tax assets except for the federal foreign tax credit carryforwards and California research and development credit carryforwards, resulting in an income tax benefit of $236.3 million.
We continue to maintain our valuation allowance on Canada deferred tax assets, and a partial valuation allowance on our U.K. deferred tax asset. The total valuation allowance against our deferred tax assets decreased by $251.7 million in fiscal year 2026. We will continue to assess the realizability of our remaining deferred tax assets and may increase or decrease our valuation allowance in the future. Any such change will be recognized as a component of the provision for income taxes in the period in which the change in assessment occurs.
As of June 27, 2026, we had federal, state and foreign net operating loss carryforwards of $100.1 million, $176.4 million, and $686.2 million respectively. These carryforwards will begin to expire in the fiscal year ending 2027. The federal and foreign tax attributes carried forward are subject to various rules which impose limitations on the utilization. Additionally, we have federal, state, and foreign research and other tax credit carryforwards of $52.8 million, $99.5 million, and $34.5 million, respectively. The federal credits will begin to expire in the fiscal year ending 2027 and California credits can be carried forward indefinitely. The foreign tax credits will begin to expire in the fiscal year ending 2027. Our U.S. federal and state net operating loss and credit carryforwards are subject to annual limitations due to ownership change provisions of Section 382 of the Internal Revenue Code and similar state provisions.
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We have certain tax incentives with respect to our operations in China. These tax incentives require compliance with certain conditions and have expired at various dates through calendar year 2025. In fiscal year 2026, 2025 and 2024, the impact of these tax incentives reduced our income tax expense by $0.0 million, or $0.00 per share, $0.5 million, or $0.01 per share, and $3.1 million or $0.05 per share respectively.
Certain of our Thailand operations are eligible for corporate income tax exemptions under incentives granted by the Thailand Board of Investment (“BOI”). During fiscal year 2026, we concluded that we satisfied the substantive requirements to qualify for exemptions relating to two BOI-promoted projects for fiscal year 2025, and three BOI-promoted projects for fiscal year 2026. In fiscal years 2026, 2025 and 2024, the impact of these tax incentives reduced our income tax expense by $1.9 million, or 0.03 per share; $1.9 million, or 0.03 per share; and $0.0 million, or $0.00 per share respectively.
Current U.S. tax law generally provides greater flexibility for us to access and utilize our cash held by certain of our foreign subsidiaries. We intend to repatriate all or a portion of the earnings of our subsidiaries in the Cayman Islands, the British Virgin Islands and Hong Kong as wells as certain subsidiaries in China and Japan and intend to indefinitely reinvest the earnings of our other foreign subsidiaries. Accordingly, U.S. income taxes and foreign withholding taxes have not been provided on approximately $44.1 million of undistributed earnings of the foreign subsidiaries for which we have asserted indefinite reinvestment. If those earnings were repatriated, we estimate that approximately $4.7 million of additional foreign withholding taxes would be incurred before consideration of any foreign tax credits or deductions that may be available to reduce U.S. income tax liabilities.
The aggregate changes in the balance of our unrecognized tax benefits between June 28, 2025 and June 27, 2026 are as follows (in millions):
Balance as of July 1, 2023 $ 113.9
Increases based on tax positions related to prior year 19.6
Decreases based on tax positions related to prior year (9.4)
Decreases related to Statute of Limitations (24.8)
Additions based on tax positions related to current year 7.3
Increases due to acquisition 9.1
Balance as of June 29, 2024 $ 115.7
Increases based on tax positions related to prior year 10.4
Decreases based on tax positions related to prior year (4.9)
Decreases related to Statute of Limitations (13.6)
Additions based on tax positions related to current year 14.8
Increases due to acquisition 4.4
Decreases due to audit settlement (13.9)
Decreases due to reclass (14.3)
Balance as of June 28, 2025 $ 98.6
Increases based on tax positions related to prior year 1.1
Decreases based on tax positions related to prior year (2.5)
Decreases related to Statute of Limitations (4.8)
Additions based on tax positions related to current year 16.2
Decrease due to divestitures (0.2)
Balance as of June 27, 2026 $ 108.4
As of June 27, 2026, we had $93.8 million of unrecognized tax benefits, which, if recognized, would affect the effective tax rate. We are subject to examination of income tax returns by various domestic and foreign tax authorities. The timing of resolutions and closures of tax audits is highly unpredictable. Although it is possible that certain tax audits may be concluded within the next 12 months, we cannot reasonably estimate the impact to tax expense and net income from tax exams that could be resolved or closed within next 12 months. However, we believe that we have adequately provided under GAAP for potential audit outcomes. Subject to audit timing and uncertainty, we expect the amount of unrecognized tax benefit that would become recognized due to expiration of the statute of limitations and affect the effective tax rate to be $4.5 million over the next 12 months.
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Our policy is to recognize accrued interest and penalties related to unrecognized tax benefits within the income tax provision. The amount of interest and penalties accrued as of June 27, 2026 and June 28, 2025 were $14.8 million and $12.5 million, respectively.
The major tax jurisdictions where we file tax returns are the U.S. federal government, the state of California, Japan, the United Kingdom, Thailand, China and Canada. As of June 27, 2026, our fiscal years 2012 to 2025 tax returns are open to potential examination in one or more jurisdictions. In addition, certain net operating loss and credit carryforwards may extend the ability of the tax authorities to examine our tax returns beyond the regular limits.
The amounts of cash income taxes paid by us were as follows (in millions):
Year Ended
June 27, 2026
Federal $ 12.3
State and Local 1.2
Foreign
Thailand 12.2
Switzerland 11.0
Japan 4.6
China 4.5
All other foreign 0.9
Income taxes, net of amounts refunded $ 46.7
Note 14. Equity
Series A Convertible Preferred Stock
On March 2, 2026, we completed the issuance and sale of approximately 2.9 million shares of our Series A Convertible Preferred Stock, par value $0.001 per share (the “Preferred Stock”) to NVIDIA Corporation (“NVIDIA”), in a private placement pursuant to a Securities Purchase Agreement. The shares of Preferred Stock were sold at a price of $695.31 per share for an aggregate purchase price of $2.0 billion in cash. The Preferred Stock has the following terms which are set forth in the Certificate of Designation filed with the Secretary of State of the State of Delaware (the “Certificate of Designation”):
Conversion. The Preferred Stock will convert on a one-for-one basis into shares of our common stock (i) at the option of the holder, provided, that, no holder may exercise this conversion right until the expiration or termination of the applicable waiting period (or any extension thereof) under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, and the rules and regulations promulgated thereunder or (ii) automatically immediately before the closing of a qualified sale. A qualified sale is defined as the bona fide sale of the Preferred Stock to the Company or a non-affiliate of the holder.
Dividends. Each holder of Preferred Stock will be entitled to receive dividends in the same manner as holders of our common stock, as determined on an as-converted basis, assuming all outstanding shares of Preferred Stock have converted pursuant to the terms of the Certificate of Designation as of immediately prior to the record date of the applicable dividend.
Voting Rights. Other than with respect to the election of directors, for which the Preferred Stock will not be entitled to vote, holders of Preferred Stock will vote together with holders of our common stock on an as-converted basis. We may not alter or change adversely the powers, preferences or rights of the Preferred Stock or alter or amend the Certificate of Designation without the affirmative vote or consent of a majority of the outstanding shares of Preferred Stock.
Dissolution, Liquidation or Winding Up. In connection with a dissolution, liquidation or winding up of the Company, distributions to our stockholders shall be made among the holders of Preferred Stock and our common stock pro rata in proportion to number of shares held by each such holder. All shares of Preferred Stock shall be treated as if they had been converted to our common stock pursuant to the terms of the Certificate of Designation immediately prior to such event.
No Preemptive or Redemption Rights. The holders of Preferred Stock have no preemptive or redemption rights.
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Description of Lumentum Stock-Based Benefit Plans
Equity Incentive Plan
We adopted the 2015 Equity Incentive Plan (the “2015 Plan”) in connection with our separation from JDS Uniphase Corporation (“JDSU” and now, Viavi Solutions Inc.) in July 2015. The 2015 Plan provided for the grant of incentive stock options, within the meaning of Section 422 of the Internal Revenue Code, to our employees and any parent and subsidiary corporations’ employees, and for the grant of non-statutory stock options (“stock options”), restricted stock awards (“RSAs”), restricted stock units (“RSUs”), stock appreciation rights (“SARs”), performance units (“PSUs”) and performance shares to our employees, directors and consultants and any parent or subsidiary corporations’ employees and consultants.
In November 2023, we adopted and assumed the Amended and Restated Share Option Scheme of Cloud Light Optoelectronics Limited (the “Cloud Light Scheme” and together with the 2015 Plan, the “Prior Plans”) in connection with the Cloud Light acquisition. The Cloud Light Scheme provides for the grant of stock options, RSAs, RSUs, SARs, and performance shares to eligible employees and other service providers.
In February 2025, our board of directors approved the 2025 Inducement Equity Incentive Plan (the “Inducement Plan”) in accordance with Listing Rule 5635(c)(4) of the corporate governance rules of the Nasdaq Stock Market, which became effective in February 2025. The Inducement Plan has substantially the same terms and conditions as the 2015 Plan, however, the Inducement Plan may only be used for grants to new employees and not for existing employees, executives, directors or consultants. The Inducement Plan provides for the grant of stock options, RSAs, RSUs, SARs, PSUs and performance shares to eligible employees and other service providers.
In November 2025, our stockholders approved the 2025 Equity Incentive Plan (the “2025 Plan”), under which the number of shares of common stock reserved for issuance was 3.2 million shares plus up to 3.9 million shares subject to awards granted under Prior Plans that, after the effective date of the 2025 Plan: (x) are forfeited, canceled or expire (whether voluntarily or involuntarily) or settled in cash, or (y) issued under the Prior Plans pursuant to an award that is forfeited, or repurchased by us as unvested, for an amount not greater than the original purchase price. The 2025 Plan became effective upon receiving stockholder approval. Upon the effective date of the 2025 Plan, the 2015 Plan and the Cloud Light Scheme terminated and no further grants will be made thereunder, but such plans continue to govern the terms of outstanding awards previously granted under such plans. The 2025 Plan has substantially the same terms and conditions as the 2015 Plan. The 2015 Plan, the Inducement Plan, the Cloud Light Scheme and the 2025 Plan are collectively referred to as the “Equity Incentive Plans.”
As of June 27, 2026, we had 3.0 million shares subject to stock options, restricted stock units, and performance stock units issued and outstanding under the Equity Incentive Plans. Restricted stock units and performance stock units have vesting that is performance-based, market-based and time-based or any combination thereof, and are expected to vest within four years. The exercise price for stock options is equal to the fair value of the underlying stock at the date of grant. We issue new shares of common stock upon exercise of stock options. Options generally have a vesting period of three years. As of June 27, 2026, 3.4 million shares of common stock under the Equity Incentive Plans were available for grant.
Stock Options
We granted certain employees with stock options, the vesting of which is based on the requisite service requirement and expected to vest within three years. We calculate the fair value of stock options using the Black-Scholes option-pricing model, which requires us to make estimates of assumptions such as expected volatility, expected term, risk-free interest rate, expected dividend yield, and forfeiture rates. We issue new shares of common stock upon exercise of stock options.
Restricted Stock Units
Restricted stock units (“RSUs”) are grants of shares of our common stock, the vesting of which is based on the requisite service requirement. Generally, our RSUs are subject to forfeiture and are expected to vest within four years. For annual refresh grants, RSUs generally vest ratably on an annual, or combination of annual and quarterly, basis over three years.
During fiscal year 2026, our board of directors approved grants of 1.1 million shares, which primarily vest over three years. The fair value of these grants is based on the closing market price of our common stock on the date of grant.
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Performance Stock Units
PSUs under the Equity Incentive Plans are grants of shares of our common stock that vest upon the achievement of certain performance and service conditions. For PSUs with performance-based conditions, the fair value of these grants is based on the closing market price of our common stock on the date of grant, and we begin recognizing compensation expense when we conclude that it is probable that the performance conditions will be achieved. We reassess the probability of vesting at each reporting period and adjust our compensation cost based on this probability assessment. For PSUs with market-based conditions, the fair value of these grants is estimated using a Monte-Carlo simulation model, and the compensation expense is recognized ratably over the requisite service period regardless of whether or not the market condition is satisfied, provided the requisite service is rendered. Our PSUs are subject to risk of forfeiture until performance and service conditions are satisfied and generally vest within three years.
During fiscal year 2026, our board of directors granted 0.1 million PSUs with an aggregate grant date fair value of $15.3 million to certain executive officers and senior management. These PSUs will vest subject to the achievement of earnings per share targets, as well as service conditions, over three years. The number of shares may be increased or decreased based on the results of these measurement targets ranging between 0% and 200% in accordance with the terms established at the date of grant. In addition, the board of directors also approved a grant of 0.1 million PSUs with an aggregate grant date fair value of $36.6 million to certain executive officers and senior management. These PSUs will vest subject to the achievement of our total shareholder return (or “TSR”) relative to specified peer group, as well as service conditions, over three years. The number of shares that ultimately vest may be increased or decreased based on the results of these measurement targets ranging between 0% and 200% in accordance with the terms established at the date of grant. We estimated the grant date fair value of these PSU awards using a Monte-Carlo simulation model, which was calculated at $282.85 per share.
Stock-based compensation expense related to PSUs are categorized as AIP PSUs, TSR PSUs and Other PSUs. AIP PSUs relates to the shares granted to executive and non-executive employees as part of our Annual Incentive Plan (“AIP PSUs”) during fiscal year 2025, which were subject to performance targets and service conditions and vested in August 2025. TSR PSUs relate to shares granted to certain executive officers and senior management, which will vest subject to the achievement of our TSR relative to specified peer group while Other PSUs relate to shares granted to certain executive officers and senior management, which are subject to financial performance targets (such as revenue and EPS) and service conditions. Refer to the table below for a presentation of stock-based compensation expense by equity awards for more details.
Employee Stock Purchase Plan
The ESPP provides eligible employees with the opportunity to acquire an ownership interest in us through periodic payroll deductions and provides a 15% purchase price discount as well as a 6-month look-back period. The ESPP is structured as a qualified employee stock purchase plan under Section 423 of the Internal Revenue Code of 1986, as amended. The ESPP will terminate upon the date on which all shares available for issuance have been sold. Of the 3.0 million shares authorized under the 2015 Purchase Plan, 0.3 million shares remained available for issuance as of June 27, 2026.
Stock-Based Compensation
The impact on our results of operations of recording stock-based compensation by function during the periods presented was as follows (in millions):
Years Ended
June 27, 2026 June 28, 2025 June 29, 2024
Cost of sales $ 39.5 $ 36.9 $ 31.7
Research and development 38.8 43.3 38.1
Selling, general and administrative 91.9 97.0 59.0
Total stock-based compensation $ 170.2 $ 177.2 $ 128.8
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Our stock-based compensation by equity awards for the periods presented were as follows (in millions):
Years Ended
June 27, 2026 June 28, 2025 June 29, 2024
RSUs $ 106.5 $ 101.8 $ 114.3
AIP PSUs 4.8 29.8 0.8
TSR PSUs 17.1 3.2 —
Other PSUs 26.1 31.6 5.8
Total PSUs 48.0 64.6 6.6
Options 4.6 6.1 3.3
ESPP 6.1 4.9 4.7
Sub-total 165.2 177.4 128.9
Change in stock-based compensation capitalized to inventory 5.0 (0.2) (0.1)
Total stock-based compensation $ 170.2 $ 177.2 $ 128.8
Stock-based compensation for fiscal years 2026, 2025 and 2024 includes $48.0 million, $64.6 million and $6.6 million, respectively, of expenses related to PSUs. The amount of stock-based compensation expense recognized in any one period related to PSUs with performance-based conditions can vary based on the achievement or anticipated achievement of the performance conditions. If the performance conditions are not met or not expected to be met, no compensation expense would be recognized on the underlying PSUs, and any previously recognized compensation expense related to those PSUs would be reversed.
During the year ended June 28, 2025, the total PSU expense of $64.6 million includes $18.2 million of additional stock-compensation expense resulting from modifications. On February 2, 2025, we and our former President and Chief Executive Officer mutually agreed to modify the terms of previously granted equity awards by changing the level of remaining service condition required for vesting. In accordance with ASC 718, Compensation - Stock Compensation, we accounted for the change as a modification as we determined the remaining service conditions were non-substantive.
Approximately $9.6 million and $14.6 million of stock-based compensation was capitalized to inventory as of June 27, 2026 and June 28, 2025, respectively.
Total income tax benefit associated with stock-based compensation recognized in our consolidated statements of operations during the years presented was as follows (in millions):
Years Ended
June 27, 2026 June 28, 2025 June 29, 2024
Income tax benefit associated with stock-based compensation $ 72.1 $ 2.5 $ 7.5
The table below summarizes the unrecognized stock-based compensation cost related to unvested shares and the weighted-average period over which it is expected to be recognized as of June 27, 2026:
Unrecognized stock-based compensation (in millions) Weighted-average period(in years)
RSUs $ 167.7 1.7
PSUs 72.8 2.0
Stock options 1.4 0.4
ESPP 4.0 0.4
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Stock Award Activity
The following table summarizes our awards activity in fiscal years 2026, 2025 and 2024 (in millions, except per share amounts):
Stock Options Restricted Stock Units Performance Stock Units
Number of Shares Weighted-Average Exercise Price per Share Number of Shares Weighted-Average Grant Date Fair Value per Share Number of Shares Weighted-Average Grant Date Fair Value per Share
Balance as of July 1, 2023 — $ — 2.6 $ 85.0 0.6 $ 89.1
Replacement Awards Issued 1.1 $ 8.0 — — — —
Granted — — 2.0 52.2 0.7 52.8
Vested/Exercised — 8.2 (1.3) 85.7 (0.1) 87.7
Canceled/Forfeited — — (0.6) 68.7 (0.3) 78.7
Balance as of June 29, 2024 1.1 $ 8.0 2.7 $ 62.5 0.9 $ 65.5
Granted — — 2.0 60.2 1.3 60.5
Vested/Exercised (0.5) 7.8 (1.7) 64.4 (0.1) 83.5
Canceled/Forfeited — — (0.4) 60.3 (0.5) 61.4
Balance as of June 28, 2025 0.6 $ 8.1 2.6 $ 59.9 1.6 $ 61.0
Granted — $ — 1.1 160.9 0.2 122.4
Vested/Exercised (0.4) $ 8.2 (1.5) 61.9 (0.9) 57.2
Canceled/Forfeited — $ — (0.2) 71.6 (0.1) 82.2
Balance as of June 27, 2026 0.2 $ 8.1 2.0 $ 114.6 0.8 $ 84.0
A summary of awards available for grant for fiscal years 2026, 2025 and 2024 is as follows (in millions):
Awards Available for Grant
Balance as of July 1, 2023 2.7
Authorized in connection with Cloud Light acquisition 1.5
Replacement options in connection with Cloud Light acquisition (1.1)
Authorized 3.0
Granted (2.7)
Canceled/Forfeited 0.9
Balance as of June 29, 2024 4.3
Authorized 0.7
Granted (3.3)
Canceled/Forfeited 0.9
Balance as of June 28, 2025 2.6
Authorized 3.2
Removed (1.4)
Granted (1.3)
Canceled/Forfeited 0.3
Balance as of June 27, 2026 3.4
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Employee Stock Purchase Plan Activity
The ESPP expense for fiscal years 2026, 2025 and 2024 was $6.1 million, $4.9 million, and $4.7 million, respectively. The expense related to the ESPP is recorded on a straight-line basis over the relevant subscription period. There were 0.1 million, 0.3 million, and 0.4 million shares issued to employees through the ESPP during fiscal years 2026, 2025 and 2024, respectively.
We estimate the fair value of the ESPP shares on the date of grant using the Black-Scholes option-pricing model. The assumptions used to estimate the fair value of the ESPP shares during the periods presented were as follows:
June 27, 2026 June 28, 2025
Expected term (years) 0.5 0.5
Expected volatility 69.4 % 69.8 %
Risk-free interest rate 3.67 % 4.22 %
Dividend yield — % — %
Note 15. Employee Retirement Plans
Defined Contribution Plans
In the United States, we sponsor the Lumentum 401(k) Retirement Plan (the “401(k) Plan”), a defined contribution plan under the Employee Retirement Income Security Act of 1974 (“ERISA”), which provides retirement benefits for its eligible employees through tax deferred salary deductions. The 401(k) Plan allows employees to contribute up to 50% of their annual compensation, with contributions limited to $24,500 (or $32,500 for employees over 50 years of age) in calendar year 2026 as set by the Internal Revenue Service. Employees are eligible for matching contributions after completing 180 days of service. Our match is contributed on a per-pay-period basis and is based on employees’ before-tax contributions and compensation each pay period. All matching contributions are made in cash and vest immediately under the 401(k) Plan. In fiscal years 2026, 2025 and 2024, our contribution expense to the 401(k) Plan was $3.3 million, $2.7 million, and $3.8 million, respectively.
We also have defined contribution plans in most of the other countries in which we operate, either as required by statutory law or as provided by our supplemental offering. Our contribution expense to all defined contribution plans outside the United States were $16.5 million, $11.4 million, and $7.4 million for fiscal years 2026, 2025 and 2024, respectively.
Defined Benefit Plans
We sponsor defined benefit pension plans covering employees in Japan, Switzerland and Thailand. Pension plan benefits are based primarily on participants’ compensation and years of service credited as specified under the terms of each country’s plan. Employees are entitled to a lump sum benefit upon retirement or upon certain instances of termination. The funding policy is consistent with the local requirements of each country.
We account for our defined benefit obligations in accordance with the authoritative guidance which requires us to record our obligation to the participants, as well as the corresponding net periodic cost. We determine our obligation to the participants and our net periodic cost using actuarial valuations provided by third-party actuaries. As of June 27, 2026, our projected benefit obligations, net, in Japan, Switzerland and Thailand were $2.3 million, $0.3 million and $5.6 million, respectively. They were recorded in our consolidated balance sheets as accrued payroll and related expenses for the short-term portion while other non-current liabilities for the long-term portion, and represent the total projected benefit obligation (“PBO”) less the fair value of plan assets.
As of June 27, 2026, the defined benefit plans in Switzerland were partially funded, while the defined benefit plans in Japan and Thailand were unfunded.
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The change in the benefit obligations of pension plans in Japan, Switzerland, and Thailand, and the change in plan assets in Switzerland were as follows (in millions):
June 27, 2026 June 28, 2025
Change in projected benefit obligation:
Benefit obligation at beginning of year $ 29.6 $ 24.5
Service cost 2.3 1.7
Interest cost 0.4 0.5
Plan participants’ contributions 0.1 0.8
Actuarial (gains) losses (1) (0.9) 3.0
Curtailments (1.0) —
Net benefits payment (3.5) (2.0)
Settlements — (1.6)
Plan amendments — (0.2)
Foreign exchange impact (0.6) 2.9
Benefit obligation at end of year $ 26.4 $ 29.6
Change in plan assets:
Fair value of plan assets at beginning of year $ 17.8 $ 14.9
Actual return on plan assets 2.8 1.1
Employer contribution 0.5 2.8
Plan participants’ contribution 0.1 0.8
Net benefits payment (3.4) (2.0)
Settlements — (1.6)
Foreign exchange impact (0.3) 1.8
Fair value of plan assets at end of year $ 17.5 $ 17.8
Funded status (2) $ (8.9) $ (11.8)
Changes in benefit obligations and plan assets recognized in other comprehensive income:
Prior service cost $ 0.1 $ —
Amortization of accumulated net actuarial gain (0.1) —
Gain recognized due to curtailment (0.9) —
Net actuarial loss (gain) $ (3.1) $ 2.4
Loss recognized due to settlement 0.3 (0.4)
$ (3.7) $ 2.0
Accumulated benefit obligation $ 20.9 $ 23.2
(1) Actuarial losses are primarily driven by changes in discount rates.
(2) The current portion of the projected benefit obligation is $1.0 million and $0.9 million, respectively, as of June 27, 2026 and June 28, 2025, which was recorded under accrued payroll and related expenses in the consolidated balance sheets. The non-current portion of the projected benefit obligation is $7.2 million and $11.0 million, respectively, as of June 27, 2026 and June 28, 2025, which was recorded under other non-current liabilities in the consolidated balance sheets. Refer to “Note 7. Balance Sheet Details.”
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Net periodic pension costs in Japan, Switzerland and Thailand include the following components for the periods presented (in millions):
Years Ended
June 27, 2026 June 28, 2025 June 29, 2024
Service cost $ 2.3 $ 1.7 $ 1.9
Interest cost 0.4 0.5 0.4
Amortization of prior service cost (0.1) (0.1) (0.1)
Expected return on plan assets (0.5) (0.5) (0.4)
Curtailment gain (0.1) — —
Amortization of net loss 0.1 — —
Settlement (gain) losses (0.2) 0.4 0.1
Net periodic pension cost $ 1.9 $ 2.0 $ 1.9
Assumptions
Underlying both the calculation of the projected benefit obligation and net periodic cost are actuarial valuations. These valuations use participant-specific information such as salary, age and assumptions about interest rates, compensation increases and other factors. At a minimum, we evaluate these assumptions annually and make changes as necessary.
The discount rate reflects the estimated rate at which the pension benefits could be effectively settled. In developing the discount rate, we consider the yield available on an appropriate AA or AAA corporate bond index, adjusted to reflect the term of the plan’s liabilities.
The expected return on assets was estimated by using the weighted average of the real expected long-term return (net of inflation) on the relevant classes of assets based on the target asset mix and adding the chosen inflation assumption.
The following table summarizes the weighted-average assumptions used to determine net periodic cost and benefit obligation for our defined benefit plans in Japan, Switzerland and Thailand:
Years Ended
June 27, 2026 June 28, 2025
Assumptions used to determine net periodic cost:
Discount rate 1.6 % 2.0 %
Expected long-term return on plan assets 3.0 % 3.0 %
Salary increase rate 3.9 % 3.9 %
Assumptions used to determine benefit obligation at end of year:
Discount rate 1.7 % 1.3 %
Salary increase rate 2.9 % 3.0 %
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Fair Value Measurement of Plan Assets
The following table sets forth the plan assets of our defined benefit plan in Switzerland at fair value and the percentage of assets allocations as of June 27, 2026 and June 28, 2025 (in millions, except percentage data):
Fair value measurement as of June 27, 2026
Target allocation Total Percentage of plan asset Quoted prices in active markets for identical assets (Level 1) Significant other observable inputs (Level 2)
Assets:
Global equity 37 % $ 6.5 37 % $ — $ 6.5
Fixed income 25 % 4.2 24 % — 4.2
Alternative investment 14 % 2.3 13 % — 2.3
Cash 1 % 0.3 2 % 0.3 —
Other assets 23 % 4.2 24 % — 4.2
Total Assets 100 % $ 17.5 100 % $ 0.3 $ 17.2
Fair value measurement as of June 28, 2025
Target allocation Total Percentage of plan asset Quoted prices in active markets for identical assets (Level 1) Significant other observable inputs (Level 2)
Assets:
Global equity 35 % $ 6.5 34 % $ — $ 6.5
Fixed income 27 % 5.1 27 % — 5.1
Alternative investment 14 % 2.7 14 % — 2.7
Cash 1 % 0.2 1 % 0.2 —
Other assets 23 % 4.6 24 % — 4.6
Total Assets 100 % $ 19.1 100 % $ 0.2 $ 18.9
Our pension assets consist of multiple institutional funds (“pension funds”) of which the fair values are based on the quoted prices of the underlying funds. Pension funds are classified as Level 2 assets since such funds are not directly traded in active markets. Global equity consists of several funds that invest primarily in Swiss and foreign equities; fixed income consists of several funds that invest primarily in investment grade domestic and overseas bonds; alternative investment consists of several funds that invest primarily in hedge funds, infrastructure funds and private equity and debt; and other assets consist of several funds that invest primarily in real estate funds.
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Future Benefit Payments
We estimate our expected benefit payments to participants in the defined benefit pension plans based on the same assumptions used to measure our PBO at year-end which includes benefits attributable to estimated future compensation increases.
The following benefit payments are estimated to be paid from our defined benefit pension plans (in millions):
Fiscal Years Total
2027 $ 2.1
2028 1.7
2029 1.6
2030 1.8
2031 2.5
Next five years 14.5
Total expected benefit payments $ 24.2
We expect to contribute $1.8 million to our defined benefit pension plans in fiscal year 2027.
Note 16. Commitments and Contingencies
Purchase Obligations
Purchase obligations of $2.4 billion as of June 27, 2026 represent legally-binding commitments to purchase inventory and other commitments made in the normal course of business to meet operational requirements. Although open purchase orders are considered enforceable and legally binding, the terms may allow the option to cancel, reschedule and adjust the requirements based on our business needs prior to the delivery of goods or performance of services. Obligations to purchase inventory and other commitments are generally expected to be fulfilled within one year.
We depend on a limited number of contract manufacturers, subcontractors and suppliers for raw materials, packages and standard components. We generally purchase these single or limited source products through standard purchase orders or one-year supply agreements and have no significant long-term guaranteed supply agreements with these vendors. While we seek to maintain a sufficient safety stock of such products and maintain on-going communications with our suppliers to guard against interruptions or cessation of supply, our business and results of operations could be adversely affected by a stoppage or delay of supply, substitution of more expensive or less reliable products, receipt of defective parts or contaminated materials, increases in the price of such supplies, or our inability to obtain reduced pricing from our suppliers in response to competitive pressures. In addition, the imposition of tariffs on certain imported goods and materials may increase our costs and place upward pressure on the cost of sales.
Product Warranties
We provide reserves for the estimated costs of product warranties at the time revenue is recognized. We typically offer a twelve-month warranty for most of our products. However, in some instances depending on the product, product components or application of our products by the end customer, our warranties can vary and generally range from six months to five years. We estimate the costs of our warranty obligations based on our historical experience of known product failure rates, use of materials to repair or replace defective products, and service delivery costs incurred in correcting product failures. In addition, from time-to-time, specific warranty accruals may be made if unforeseen technical problems arise with specific products. We assess the adequacy of our recorded warranty liabilities and adjust the amounts as necessary.
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The following table presents the changes in our warranty reserve during the periods presented (in millions):
Years Ended
June 27, 2026 June 28, 2025
Balance as of beginning of period $ 14.4 $ 13.2
Warranties assumed in Cloud Light acquisition — 0.8
Provision for warranty 25.9 10.2
Utilization of reserve (15.6) (9.8)
Balance as of end of period $ 24.7 $ 14.4
Environmental Liabilities
Our research and development, manufacturing and distribution operations involve the use of hazardous substances and are regulated under international, federal, state and local laws governing health and safety and the environment. We apply strict standards for protection of the environment and occupational health and safety to sites inside and outside the United States, even if not subject to regulations imposed by foreign governments. We believe that our properties and operations at our facilities comply in all material respects with applicable environmental laws and occupational health and safety laws. However, the risk of environmental liabilities cannot be completely eliminated and there can be no assurance that the application of environmental and health and safety laws will not require us to incur significant expenditures. We are also regulated under a number of international, federal, state and local laws regarding recycling, product packaging and product content requirements. The environmental and product content/disposal and recycling laws are gradually becoming more stringent and may cause us to incur significant expenditures in the future.
Legal Proceedings
We are subject to a variety of claims and suits that arise from time-to-time in the ordinary course of our business. While management currently believes that resolving claims against us, individually or in the aggregate, will not have a material adverse impact on our financial position, results of operations or statements of cash flows, these matters are subject to inherent uncertainties and management’s view of these matters may change in the future. We accrue for loss contingencies when it is both probable that we will incur the loss and when we can reasonably estimate the amount of the loss or range of loss. As of June 27, 2026, the accrual for expected settlement of litigation matters was not material.
Regulatory Matters
In August 2024, we received inquiries from the Bureau of Industry and Security of the U.S. Department of Commerce (“BIS”) and Department of Justice (“DOJ”) following our voluntary disclosure to BIS in December 2023, and supplemented in April 2024. We continue to cooperate with both agencies on this matter. We are unable to predict the likely outcome of these matters.
Indemnifications
In the normal course of business, we enter into agreements that contain a variety of representations and warranties and provide for general indemnification. Exposure under these agreements is unknown, because claims may be made against us in the future, and we may record charges in the future as a result of these indemnification obligations.
In March 2025, we completed a sale of net assets located in an entity in Shenzhen, China. We have reclassified a $21.4 million unrecognized tax position to other non-current liabilities in the consolidated balance sheets as of June 28, 2025 for an indemnification liability related to the sale of certain assets. This does not impact our results of operations for the year ended June 28, 2025. We did not have any other material indemnification claims that were probable or reasonably possible.
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Audit Proceedings
We are under audit by various domestic and foreign tax authorities with regards to income tax and indirect tax matters. In some, although not all cases, we have reserved for potential adjustments to our provision for income taxes and accrual of indirect taxes that may result from examinations by these tax authorities or final outcomes in judicial proceedings, and we believe that the final outcome of these examinations, agreements or judicial proceedings will not have a material effect on our results of operations. If events occur which indicate payment of these amounts is unnecessary, the reversal of the liabilities would result in the recognition of benefits in the period when we determine the liabilities are no longer necessary. If our estimates of the federal, state, and foreign income tax liabilities and indirect tax liabilities are less than the ultimate assessment, it could result in a further charge to expense.
Note 17. Operating Segments and Geographic Information
Prior to fiscal year 2026, we operated in two reportable segments: Cloud & Networking and Industrial Tech. During the first quarter of fiscal year 2026, we implemented a reorganization and are now managed as a single, integrated enterprise. A unified management team oversees operations across the entire company rather than through discrete operating segments. The Chief Operating Decision Maker (“CODM”) is our Chief Executive Officer, who reviews financial information presented as a single enterprise to allocate resources and evaluate financial performance.
The CODM assesses performance and allocates resources based on consolidated net (loss) income from our consolidated statements of operations. This metric is used to set budgets, evaluate performance, review actual results, and determine whether to reinvest profits, pursue acquisitions, or make other capital management decisions. Segment expenses are reflected in our consolidated statements of operations and cash flows, while segment assets are measured through the consolidated assets on the consolidated balance sheets. Accordingly, we operate in a single reporting segment. Comparative prior-period segment information has been updated to reflect this structure, with no impact on previously reported consolidated results of operations, financial position or cash flows.
We disaggregate revenue by type of product, which are Components and Systems, and by geography. A Components product is defined as one of the individual building blocks that goes into creating a larger solution. It is typically not a complete solution on its own but rather a specialized element that enables system functionality. This includes semiconductor laser chips, laser sub-assemblies, line subsystems and wavelength management systems. These are supplied to customers who then integrate them into their own full system solutions. Components represent foundational parts that support or enable that system’s operation and include optical chips and subsystems that are supplied to cloud data center operators, AI/ML infrastructure providers, and network equipment manufacturer customers.
A Systems product is defined as a complete, stand-alone solution that delivers full functionality to the end customer. It is typically self-contained and ready to operate within a customer’s network or application environment. This includes optical modules, optical circuit switches, and industrial lasers such as short-pulse solid-state lasers and kilowatt-class fiber lasers. These products integrate multiple technologies and subsystems into a finished solution that directly addresses a customer’s needs. A system represents the end-product that can be deployed and used independently.
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 offerings support access (local), metro (intracity), long-haul (intercity and global), and submarine (undersea) network infrastructure. Our products serve enterprise network infrastructure needs, including storage area networks (“SANs”), local area networks (“LANs”), and wide area networks (“WANs”). Demand for our products is fueled by the ongoing expansion of network capacity required to support cloud services, AI/ML processing, streaming video, video conferencing, wireless and mobile connectivity, and the internet of things (“IoT”). In addition, our industrial laser products are used for precision material processing across diverse industries, including semiconductor and microelectronics fabrication, electric vehicle and battery production, metal cutting and welding, and advanced manufacturing that emphasize greater manufacturing precision, flexibility, and sustainability.
Refer to “Note 18. Revenue Recognition” for a presentation of disaggregated revenue by type of product.
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Concentrations
We operate in three geographic regions: Americas, Asia-Pacific, and EMEA (Europe, Middle East, and Africa). Net revenue is assigned to the geographic region and country where our product is initially shipped to. For example, certain customers may request shipment of our product to a contract manufacturer in one country, which may differ from the location of their end customers.
The following table presents net revenue by the three geographic regions we operate in and net revenue from countries that represented 10% or more of our total net revenue (in millions, except percentage data):
Years Ended
June 27, 2026 June 28, 2025 June 29, 2024
Amount % to Total Amount % to Total Amount % to Total
Net revenue:
Americas:
United States $ 627.9 20.8 % $ 312.3 19.0 % $ 356.1 26.2 %
Mexico 443.7 14.7 148.5 9.0 91.7 6.7
Other Americas 13.2 0.4 20.1 1.2 3.4 0.3
Total Americas $ 1,084.8 35.9 % $ 480.9 29.2 % $ 451.2 33.2 %
Asia-Pacific:
Thailand $ 626.6 20.8 % $ 291.8 17.7 % $ 183.8 13.5 %
Hong Kong 519.3 17.2 398.6 24.2 261.9 19.3
China 284.8 9.4 95.5 5.8 68.2 5.0
Japan 104.6 3.5 78.3 4.8 84.6 6.2
Other Asia-Pacific 216.9 7.3 136.4 8.4 181.3 13.4
Total Asia-Pacific $ 1,752.2 58.2 % $ 1,000.6 60.9 % $ 779.8 57.4 %
EMEA $ 177.0 5.9 % $ 163.5 9.9 % $ 128.2 9.4 %
Total net revenue $ 3,014.0 100.0 % $ 1,645.0 100.0 % $ 1,359.2 100.0 %
During the years ended June 27, 2026, June 28, 2025, and June 29, 2024, net revenue from a single end customer which represented 10% or greater of total net revenue is summarized as follows:
Years Ended
June 27, 2026 June 28, 2025 June 29, 2024
Customer A 26.6 % 15.4 % 18.9 %
Customer B 15.0 % 16.0 % 11.4 %
The following table sets forth accounts receivable from a single customer that represented 10% or greater of the total accounts receivable for the periods presented:
June 27, 2026 June 28, 2025
Customer 1 30.4 % 13.2 %
Customer 2 10.7 % 11.0 %
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Long-lived assets, namely property, plant and equipment, net, were identified based on the physical location of the assets in the corresponding geographic areas as of the periods indicated (in millions):
June 27, 2026 June 28, 2025
Property, plant and equipment, net
United States $ 153.0 $ 123.0
Thailand 450.6 218.6
Japan 232.1 144.3
United Kingdom 139.1 109.4
China 129.9 76.8
Other countries 54.4 54.3
Total property, plant and equipment, net $ 1,159.1 $ 726.4
We purchase a portion of our inventory from contract manufacturers and vendors located primarily in Thailand, Taiwan and Malaysia. The following table sets forth inventory purchase from a single contract manufacturer that represented 10% or greater of our total net inventory purchases for the periods presented:
June 27, 2026 June 28, 2025
Contract Manufacturer A 18.2 % 25.1 %
Note 18. Revenue Recognition
Disaggregation of Revenue
We disaggregate revenue by type of products and by geography. We do not present other levels of disaggregation, such as by customer, markets, contracts, duration of contracts, timing of transfer of control and sales channels, as this information is not used by our CODM to manage the business.
The table below discloses our total net revenue by type of product (in millions, except percentage data):
Years Ended
June 27, 2026 June 28, 2025 June 29, 2024
Amount % to Total Amount % to Total Amount % to Total
Components $ 2,005.6 66.5 % $ 1,116.3 67.9 % $ 822.1 60.5 %
Systems 1,008.4 33.5 % 528.7 32.1 % 537.1 39.5 %
Net revenue $ 3,014.0 100.0 % $ 1,645.0 100.0 % $ 1,359.2 100.0 %
Refer to “Note 17. Operating Segments and Geographic Information” for a presentation of disaggregated revenue by geography.
Contract Balances
We record accounts receivable when we have an unconditional right to consideration. Contract liabilities are recorded when cash payments are received or due in advance of performance. Contract liabilities consist of advance payments and deferred revenue, where we have unsatisfied performance obligations. Contract liabilities are classified as deferred revenue and customer deposits and are included in other current and non-current liabilities within our consolidated balance sheets. Payment terms vary by customer. The time between invoicing and when payment is due is not significant.
The following table reflects the changes in contract balances for the periods presented (in millions, except percentages):
Contract balances Balance sheet location June 27, 2026 June 28, 2025 Change Percentage Change
Accounts receivable, net Accounts receivable, net $ 520.3 $ 250.0 $ 270.3 108.1%
Deferred revenue and customer deposits (1) Other current liabilities $ 15.4 $ 0.7 $ 14.7 n/a
Deferred revenue and customer deposits Other non-current liabilities $ 1.4 $ — $ 1.4 n/a
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(1) We recorded a $9.9 million below-market contract liability related to our acquisition of a business in March 2026 in our consolidated balance sheets, which will be amortized and recorded as revenue over the term of the supply agreement. During the twelve months ended June 27, 2026, we have recognized approximately $2.3 million of this amount to net revenue. The remaining balance of about $7.6 million was recorded as other current liabilities in our consolidated balance sheets as of June 27, 2026. Refer to “Note 4. Business Combination” for details.
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