10-K 0001628280-26-057358 (2026-08-17) vs 10-K 0001628280-25-040830 (2025-08-19)
| Section | Compared text | Words now | Changed |
| Risk Factors | Item 1A | 20,793 |
16.3% |
| MD&A | Item 7 | 9,819 |
30.1% |
| Legal Proceedings | Item 3, via Note 16 – Commitments and Contingencies | 1,058 |
34.0% |
| Accounting Policies | Item 8, Note 1 – Description of Business and Summary of Significant Accounting Policies | 7,498 |
14.2% |
The redline: what was cut and what was added
In each section, the paragraph that changed most, marked against last year's 10-K:
cut words struck through, new words highlighted and underlined.
Risk Factors 229 words changed in this paragraph; it is 57% similar to last year's version.
U.S. regulatory activity, such as tariffs, export controls, and economic sanctions laws have in the past, and may in the future, materially limit our ability to make sales to customers in certain regions of the world, including China, and which have in the past, and may in the future, increase our costs and harm our results of operations and financial condition. Throughout 2025, 2025 and 2026, the U.S. imposed a series of tariffs on imported goods. While these These tariffs are were generally positioned to have the most significant impacts on goods originating from China, but nearly all countries worldwide are were impacted at levels ranging from 15% to stacked tariffs in excess of 100% in some cases. The While many of the tariffs and surcharges initially proposed were invalidated or expired, the tariff landscape continues to evolve daily and, as a result, the full impact of these current or future tariff measures on our business is uncertain. In addition to the geographic tariffs, U.S. government investigations are currently underway that may result in new tariffs on certain products, including semiconductors, computers, machines, and other products derivative of critical minerals. For example, on April 14, 2025, the Secretary of Commerce initiated an investigation under Section 232 of the Trade Expansion Act of 1962 to determine the effects on U.S. national security of imports of semiconductors, semiconductor manufacturing equipment, and their derivative products, including semiconductor substrates and bare wafers, legacy chips, leading-edge chips, microelectronics, and other components. Similarly, the U.S. government has initiated additional investigations that could result in tariffs or other trade restrictions affecting our operations, supply chain, customers, or markets. These include Section 232 investigations concerning processed critical minerals and their derivative products and robotics and industrial machinery, as well as Section 301 investigations concerning structural excess capacity and production in manufacturing sectors in certain foreign economies that have failed to adopt or effectively enforce forced labor prohibitions. Although these investigations are currently at different stages, they all may result in additional tariffs or trade restrictions, which could adversely impact our business. We may take actions to mitigate the impact of increases in tariffs and changes in trade policies, and any such actions could result in additional costs, manufacturing delays, or other difficulties, as well as additional risks, and may not be effective.
Source: Item 1A, 10-K 0001628280-26-057358 vs Item 1A, 10-K 0001628280-25-040830
MD&A 222 words changed in this paragraph; it is 46% similar to last year's version.
Cash provided by operating activities was $126.3 $751.4 million during the year ended June 28, 2025, 27, 2026, which reflects the net income loss of $25.9 $6,935.1 million and non-cash items of $414.9 $7,978.5 million, partially offset by $314.5 $292.0 million of changes in our operating assets and liabilities. Changes in operating assets and liabilities were primarily driven by an a $221.6 million increase in accounts payable of $69.2 million primarily due to higher inventory purchases and capital expenditures, an a $88.4 million increase in accrued payroll and related expenses of $22.0 million mainly driven by our accrual for employee cash incentive bonuses and related payroll taxes and payroll taxes related to stock-based compensation, offset by a decrease in income tax liabilities of $218.2 $43.4 million primarily due to income tax benefits during the year ended June 28, 2025, an increase in inventories of $71.3 million primarily due to inventory builds to support market demand, an increase in accounts receivable of $58.7 million driven by higher revenue, an increase of $35.1 million in prepayments and other current and non-current assets related mainly to value-added-tax receivables driven by higher recent capital expenditures and inventory purchases, and a decrease of $21.8 million in accrued expenses and other current and non-current liabilities driven by payment of the net settlement amount of the Oclaro merger litigation contractual liabilities and restructuring provision for warranty reserves, and a $47.9 million decrease in income tax liabilities primarily due to income tax payments, offset by a $270.4 million increase in accounts receivable mainly driven by higher revenue, a $228.4 million increase in inventories driven by builds to support market demand and a $96.2 million increase in prepayments and other current and non-current assets primarily driven by a $45.3 million increase in value-added-tax receivables related payments. to capital expenditures and inventory purchases, a $24.0 million inventory-related prepayments, and a $13.2 million increase in receivables from our contract manufacturers driven by increase manufacturing volume.
Source: Item 7, 10-K 0001628280-26-057358 vs Item 7, 10-K 0001628280-25-040830
Accounting Policies 113 words changed in this paragraph; it is 38% similar to last year's version.
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 the impairment analysis performed this assessment along with a qualitative assessment done in the fourth quarter of each fiscal year presented, 2026, it was not more likely than not that the fair value of each any of our reporting units substantially exceeded the 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.
Source: Item 8, Note 1 – Description of Business and Summary of Significant Accounting Policies, 10-K 0001628280-26-057358 vs Item 8, Note 1 – Description of Business and Summary of Significant Accounting Policies, 10-K 0001628280-25-040830
Legal Proceedings 25 words changed in this paragraph; it is 91% similar to last year's version.
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.
Source: Item 3, via Note 16 – Commitments and Contingencies, 10-K 0001628280-26-057358 vs Item 3, via Note 16 – Commitments and Contingencies, 10-K 0001628280-25-040830
Every change, by type
Sentences and paragraphs of LITE's Risk Factors and MD&A, 10-K 2026-08-17 against 10-K 2025-08-19.
Each links to the text at sec.gov.
Quiet changes are sentences kept from last year with one to four words changed, at least one of them a hedge, a modal or a qualifier
(may, could, will, not, significant, material…). A year or date rolling forward is not counted.
The full word list
adverse, adversely, all, although, anticipate, anticipates, any, approximately, believe, believes, can, cannot, certain, could, expect, expects, generally, however, if, intend, intends, largely, likely, many, material, materially, may, might, most, must, never, no, not, possible, primarily, probable, should, significant, significantly, some, substantial, substantially, unlikely, will, would
AddedRisk Factors
•our ability to timely adapt to changes in laws, regulations, administrative procedures and regulators’ expectations, including those related to U.S. and international import laws and export controls;
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AddedRisk Factors
•our current and future indebtedness, which may limit our operating flexibility or otherwise affect our business
Read it in 10-K 2026-08-17 at sec.gov ↗
AddedRisk Factors
•the potential impact of the hedging activity of the 2032 Capped Call Counterparties on the market price of our common stock; and
Read it in 10-K 2026-08-17 at sec.gov ↗
AddedRisk Factors
Our ability to sell our products to a previously significant customer has been restricted.
Read it in 10-K 2026-08-17 at sec.gov ↗
AddedRisk Factors
•changes in or limitations imposed by trade protection laws or other regulatory orders or requirements in the United States or in other countries;
Read it in 10-K 2026-08-17 at sec.gov ↗
AddedRisk Factors
•the restrictions in China on the export of indium, gallium, germanium and other rare earth metals and critical minerals; and other retaliatory responses in the trade policies of the U.S. or foreign governments;
Read it in 10-K 2026-08-17 at sec.gov ↗
AddedRisk Factors
Changes in demand and customer requirements for our products may be difficult to forecast. We may be unable to increase our manufacturing capacity to meet future demand, or we may experience difficulties in generating and maintaining demand to optimize our manufacturing capacity. If we are unable to align supply with demand, it could have an adverse effect on our business, results of operations, or financial condition.
Read it in 10-K 2026-08-17 at sec.gov ↗
AddedRisk Factors
We operate in a market where demand can fluctuate rapidly and we may not be able to predict or quickly respond to trends in the dynamics of our markets and our customers or changes in customer demand, which could negatively impact our gross margins. Although AI is a relatively new demand driver for our products, it is evolving rapidly, and the expected timing and amount of investments related to AI can change significantly. As a result, it may be difficult to accurately forecast such demand and we may incur costs in anticipation of demand that ultimately does not materialize. We manufacture and purchase or commit to supplies based on forecasts of demand from our customers. If we overestimate demand, or if customers cancel or defer orders, change requirements or choose to purchase from our competitors, we may not be able to utilize on-hand inventory or reduce purchase commitments accordingly. If demand does materialize, but is lower than expected, we may not be able to reduce our costs in response, which would adversely impact our gross margins. We have experienced pressure on margins and profitability due to lower average selling prices, increase prices for certain products, price increase on certain products as a result of our supplier cost increases, inventory write-downs, cancellation penalties, and impairments charges, and may incur similar costs, charges and pressure on margins and profitability in the future.
Read it in 10-K 2026-08-17 at sec.gov ↗
AddedRisk Factors
Our ability to meet demand is influenced by numerous factors, including changes in product development cycles, ramping technologies, and evolving customer requirements. Our ability to increase supply of our products is especially dependent on our ability to increase our manufacturing capacity, both at our own facilities and those of our contract manufacturers. Our ability to increase production is subject to a number of uncertainties inherent in all new manufacturing operations, including ongoing compliance with regulatory requirements, procurement and maintenance of construction, environmental and operational licenses and approvals for additional expansion, clean-room capacity, supply chain constraints, hiring, training and retention of qualified employees, implementing highly complex manufacturing processes, and the pace of bringing production equipment and processes online with the capability to manufacture high-quality products. We may also face difficulties in optimizing our manufacturing capacity, which may result in underutilization of our manufacturing facilities and excess inventory of our manufactured products. If we experience any issues or delays in increasing production capacity in our current or new manufacturing facilities or generating and maintaining demand for our products we manufacture there, our business, prospects, operating results and financial condition may be harmed.
Read it in 10-K 2026-08-17 at sec.gov ↗
AddedRisk Factors
If demand exceeds our forecasts, we may be unable to scale and increase supply sufficiently to meet such demand, which could result in a loss of revenue, decisions about manufacturing priorities, decisions on supply allocation, damage to customer relationships, legal or other disputes, loss of business and market share to competitors, and loss of future opportunities.
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AddedRisk Factors
If we are unable to successfully identify, acquire and integrate suitable businesses, our operating results and prospects could be harmed, and any businesses we acquire may not perform as expected or be effectively integrated.
Read it in 10-K 2026-08-17 at sec.gov ↗
AddedRisk Factors
Negotiations for potential acquisitions or other transactions may result in diversion of management’s time and significant out-of-pocket costs. In addition, we may face risk related to:
Read it in 10-K 2026-08-17 at sec.gov ↗
RemovedRisk Factors
•headwinds caused by heightened, scheduled, or threatened tariffs imposed by the U.S. or other countries;
Read it in 10-K 2025-08-19 at sec.gov ↗
RemovedRisk Factors
•changes in laws and the adoption and interpretation of administrative rules and regulations, including U.S. and international customs and export regulations;
Read it in 10-K 2025-08-19 at sec.gov ↗
RemovedRisk Factors
•our strategic transactions and implementation strategy for our acquisitions, including the Cloud Light acquisition;
Read it in 10-K 2025-08-19 at sec.gov ↗
RemovedRisk Factors
Unstable market and economic conditions and adverse developments with respect to financial institutions and associated liquidity risk may have serious adverse consequences on our business and financial condition.
Read it in 10-K 2025-08-19 at sec.gov ↗
RemovedRisk Factors
Disruptions in access to bank deposits or lending commitments due to bank failures could adversely affect our liquidity, our business and financial condition. The failure of any bank or financial institution in which we deposit our funds or assets could reduce the amount of cash we have available for our operations or delay our ability to access such funds. Any such failure may increase the possibility of a sustained deterioration of financial market liquidity. The value of our investment portfolio could also be impacted if we hold debt instruments which were issued by any institutions that fail or become illiquid. Our ability to obtain raw materials for our supply chain and collections of cash from sales may be unduly impacted if any of our vendors or customers are affected by illiquidity events.
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RemovedRisk Factors
that address these markets may change and is difficult to predict. Our future performance will depend on the successful development, introduction, deployment and market acceptance of new and enhanced features and products that meet our customers’ current and future needs. Future demand for our products is uncertain and will primarily depend on continued technological development and the introduction of new or enhanced products. If this does not continue, sales of our products may decline which could adversely impact our business, results of operations and financial condition.
Read it in 10-K 2025-08-19 at sec.gov ↗
RemovedRisk Factors
•changes in or limitations imposed by trade protection laws or other regulatory orders or requirements in the United States or in other countries, including changes in the trade policies of the U.S. and its trading partners, heightened, scheduled, or threatened tariffs, sanctions, or other costs or requirements which may affect our ability to import or export our products from various countries or increase the cost to do so, including government action to restrict our ability to sell to foreign customers where sales of products may require export licenses (See Risk Factor entitled “Our ability to sell our products to a significant customer has been restricted”); the restrictions in China on the export of gallium and germanium and other rare earth metals and critical minerals; and other retaliatory responses in the trade policies of the U.S. or foreign governments;
Read it in 10-K 2025-08-19 at sec.gov ↗
RemovedRisk Factors
companies seek alternative solutions, which has reduced the demand for our products from some of our Chinese customers;
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RemovedRisk Factors
•markets for 5G infrastructure not developing in the manner or in the time periods we anticipate, including as a result of unfavorable developments with evolving laws and regulations worldwide;
Read it in 10-K 2025-08-19 at sec.gov ↗
RemovedRisk Factors
•diversion of management’s attention from normal daily operations of the business;
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RemovedRisk Factors
We have also faced litigation in connection with acquisitions, some of which continues following the consummation of the acquisition. Such litigation may be costly and diverts management time and attention.
Read it in 10-K 2025-08-19 at sec.gov ↗
RemovedRisk Factors
We may be unable to successfully implement our acquisitions strategy or integrate acquired companies and personnel with existing operations.
Read it in 10-K 2025-08-19 at sec.gov ↗
RewordedRisk Factors
The United Kingdom government European Commission has adopted legislation providing for targeted amendments to United Kingdom data protection law that has caused United Kingdom data protection laws and regulations to deviate from the GDPR in certain respects and that may impact the European Commission’s an adequacy determination regarding the United Kingdom data protection regime that generally has permitted personal data to be transferred between the European Economic Area (“EEA”) and the United Kingdom. Kingdom, which it has extended through December 2031.
Read it in 10-K 2026-08-17 at sec.gov ↗
RewordedRisk Factors
Additionally, instability in the global credit and banking markets, the impact of uncertainty regarding inflation, trade wars, disputes and the effects of heightened, scheduled, or proposed tariffs, banking instability, capital expenditure reductions, unemployment, stock market volatility, the instability in the armed conflicts and geopolitical environment tensions in many parts of the world (including as a result of the on-going Russia-Ukraine war, ongoing conflicts in the Middle East, including the U.S.-Iran war, political and territorial conflicts in the Western Hemisphere, the conflict between Cambodia and Thailand, and China-Taiwan relations), the current economic challenges in China, China and the U.S., including global economic ramifications of Chinese and U.S. economic difficulties, and other disruptions may continue to put pressure on global economic conditions.
Read it in 10-K 2026-08-17 at sec.gov ↗
RewordedRisk Factors
Furthermore, imposition of new or additional tariffs or new or revised export, export or import or doing-business regulations, including trade sanctions, or non-tariff barriers to doing business could cause a decrease in the demand for, demand, from customers or sales of our products to customers end-users located in China or other customers selling to Chinese end users or China, increase the cost for our products, or promote competition from Chinese optical and photonics companies, which would directly adversely impact our business and results of operations.
Read it in 10-K 2026-08-17 at sec.gov ↗
RewordedRisk Factors
For example, China imposed new export control measures affecting exports of rare earth metals and other critical minerals, limiting our ability to access these materials. materials, which may limit our ability to produce products, increase our selling and/or manufacturing costs, decrease margins, reduce the competitiveness of our products, reduce customer demand for our products, or inhibit our ability to sell products or purchase necessary equipment and supplies.
Read it in 10-K 2026-08-17 at sec.gov ↗
RewordedRisk Factors
Following our entry into the First Supplemental Indenture, dated as of September 25, 2024, Pursuant to the 2026 Indenture and terms of our irrevocable settlement method elections made on September 25, 2024 with respect to the 2028 Notes and 2029 Notes, convertible notes, if the convertible notes are converted by holders, we are required to satisfy our conversion obligation with respect to the 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.
Read it in 10-K 2026-08-17 at sec.gov ↗
RewordedRisk Factors
Further, certain of our suppliers are located in China, which exposes us to risks associated with Chinese laws and regulations and U.S. laws, regulations and policies with respect to China, such as those related to import export controls, tariffs and export policies, the recent imposition of higher U.S. tariffs on many products from China, retaliatory actions taken by the U.S. and China in response to actions taken by the other, measures, and risks related to taxation and the treatment of intellectual property.
Read it in 10-K 2026-08-17 at sec.gov ↗
RewordedRisk Factors
Further, a A breach or failure of our information technology infrastructure systems, or those of our third-party service providers, could result in the unauthorized access to, or misappropriation of of, our intellectual property, trade secrets, or confidential business plans or trade secrets. information.
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RewordedRisk Factors
Our failure Any actual or perceived alleged failure to comply with any of the foregoing legal and regulatory requirements, applicable laws or regulations or other actual or asserted obligations relating to privacy, data protection or cybersecurity such matters could result in increased costs for our products, monetary penalties, damage to our reputation, reputation and market position, government inquiries, subpoenas, investigations and other legal proceedings, legal claims, demands and litigation and other obligations and liabilities.
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RewordedRisk Factors
We However, we have not registered our trademarks in every country in which we sell or distribute our products, operate, and thus others third parties may be able to use the same identical or confusingly similar marks in countries jurisdictions where we do our trademarks are not have trademark registrations. registered or enforceable.
Read it in 10-K 2026-08-17 at sec.gov ↗
RewordedRisk Factors
Laws and regulations relating to privacy, data protection and cybersecurity cybersecurity, and their interpretation and enforcement, continue to evolve in various jurisdictions, with existing laws and regulations subject to new and differing interpretations and new laws and regulations being proposed and adopted. jurisdictions.
Read it in 10-K 2026-08-17 at sec.gov ↗
RewordedRisk Factors
As a result of shipping disruptions, we have experienced among other things, increased costs to ship products and delays in receiving components and any disruption Any similar disruptions in the future would likely adversely affect our operating results and financial condition.
Read it in 10-K 2026-08-17 at sec.gov ↗
RewordedRisk Factors
In May 2023, the Cyberspace Administration of China has also banned the sale of products from Micron Technology that it deems to certain entities in China and stated that such products pose significant security risks to China's critical information and infrastructure supply chain and national security.
Read it in 10-K 2026-08-17 at sec.gov ↗
Quiet changesRisk Factors
We do not have a guarantee of supply from many of these suppliers and, as a result, there is no assurance that we would be able to secure the equipment or components that we require, in sufficient quantity, quality and on reasonable terms.
Read it in 10-K 2026-08-17 at sec.gov ↗
Quiet changesRisk Factors
If we have insufficient proprietary rights or if we fail to protect our rights, our business would could be harmed.
Read it in 10-K 2026-08-17 at sec.gov ↗
AddedMD&A
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.
Read it in 10-K 2026-08-17 at sec.gov ↗
AddedMD&A
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.
Read it in 10-K 2026-08-17 at sec.gov ↗
AddedMD&A
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.
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AddedMD&A
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.
Read it in 10-K 2026-08-17 at sec.gov ↗
AddedMD&A
In the fourth quarter of fiscal year 2026, we released $236.3 million of valuation allowance on the majority of our U.S. federal and state deferred tax assets after we considered all available positive and negative evidence. As of June 27, 2026, we have a cumulative U.S. loss for the 3-year period on the basis of pretax income adjusted for recurring permanent book-to-tax differences. The cumulative loss is driven by the loss on debt extinguishment of $7,756.6 million. Because of this cumulative U.S. loss, we developed an objectively verifiable estimate of future taxable income based upon our recent U.S. operating results which excluded the loss on debt extinguishment. In other words, we would have had cumulative U.S. income for the 3-year period based on our pretax income adjusted for recurring permanent book-to-tax differences without the loss on debt extinguishment. Additional positive evidence that we have considered in our assessment of the need for a valuation allowance included existing contracts and firm sales backlog, as well as utilization of more U.S. tax attribute than generated which reduces our U.S. federal and state net deferred tax assets. Based upon this objectively verifiable estimate of future income, our U.S. deferred tax assets are more likely than not to be realized prior to expiration with the exception of federal foreign tax credit carryforwards and California research and development credit carryforwards. We continued to maintain valuation allowances against these deferred tax assets because, based on their character, jurisdiction, applicable utilization limitations, and expiration periods, it is more likely than not that they will not be utilized in the future. As of the end of fiscal year 2026, we maintained an $81.4 million valuation allowance on these U.S. deferred tax assets.
Read it in 10-K 2026-08-17 at sec.gov ↗
AddedMD&A
In the fourth quarter of fiscal year 2025, we released $153.1 million of valuation allowances on our United Kingdom (“U.K.”) deferred tax assets after we considered all available positive and negative evidence related to our U.K. subsidiary. We analyzed the U.K. subsidiary’s historical operating results, projected future taxable income, tax planning strategies, and reversals of deferred tax liabilities, and determined that the weight of available objectively verifiable positive evidence supported the realizability of the U.K. deferred tax assets. In weighing the available evidence, more weight was placed upon our forecasts of future taxable income than on the history of pre-tax losses as such losses were generated under our prior U.K. business operating model which will no longer be in effect beginning with fiscal year 2026, and the guarantee of a positive operating margin as we effectuated an internal restructuring at the end of fiscal year 2025. Further, the most significant deferred tax asset in the U.K. is the net operating loss carryforward. Under the U.K. tax law, net operating losses may be carried forward indefinitely, and we have considered the indefinite carryforward period to be positive evidence.
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AddedMD&A
The Components products net revenue growth was primarily driven by the ramp of laser chip and laser assembly product shipment, which represent 78% of the total growth to support strong, broad-based demand across intra-data center, data center interconnect, and long-haul applications, complemented by a slight increase in average selling prices of laser chip products driven primarily by a shift to 200G lane speeds. The remaining approximately 22% of Components net revenue growth was primarily due to an increase in shipment volume of data transport products, encompassing line subsystems solutions for long-haul terrestrial networks and charge pump products used in undersea network installations.
Read it in 10-K 2026-08-17 at sec.gov ↗
AddedMD&A
The System products net revenue growth was primarily driven by our cloud transceiver product lines which increased by more than 173% due to an increase in shipment volume, partially offset by lower average selling prices. We also continued the initial phase of optical circuit switch shipments, which contributed more than $90.0 million of revenue during fiscal year 2026. and we remain on track for manufacturing expansion over the coming quarters to support future growth.
Read it in 10-K 2026-08-17 at sec.gov ↗
AddedMD&A
Gross margin in fiscal year 2026 increased to 41.7% from 28.0% in fiscal year 2025, primarily driven by higher revenue from our laser chip, laser assembly, and data transport products. Approximately 54% of the gross margin dollar increase was driven by lower manufacturing costs as a percentage of revenue, primarily due to higher internal factory utilization. Additionally, 29% of the gross margin increase was driven by a mix shift to higher margin products. The remaining 17% increase in gross margin relates to the decrease in amortization of acquired intangibles.
Read it in 10-K 2026-08-17 at sec.gov ↗
AddedMD&A
During fiscal year 2026, we recorded restructuring and related charges of $11.4 million, primarily related to a reduction in force during the period in order to enhance operational efficiency and realign our investments toward the most critical initiatives
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AddedMD&A
In November 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 fiscal year 2026.
Read it in 10-K 2026-08-17 at sec.gov ↗
AddedMD&A
During our fourth quarter of fiscal year 2026, we entered into privately negotiated exchange arrangements with certain holders of our 2026 Notes, 2028 Notes, and 2029 Notes. Pursuant to these agreements, we issued an aggregate of approximately 10.6 million shares of our common stock in exchange for approximately $264.8 million, $650.4 million, and $209.7 million aggregate principal amount of the 2026 Notes, 2028 Notes, and 2029 Notes, respectively, and the related conversion value in excess of the principal amounts thereof. This resulted in a $7,756.6 million loss on debt extinguishment, which includes $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, offset by $2.9 million of forfeited interest and $1.6 million of negotiated exchange discount recorded in our consolidated statement of operations for the fiscal year 2026.
Read it in 10-K 2026-08-17 at sec.gov ↗
RemovedMD&A
We have two reportable segments, Cloud & Networking and Industrial Tech. The two operating segments were primarily determined based on how our Chief Operating Decision Maker (“CODM”) views and evaluates our operations. The CODM regularly reviews operating results to make decisions about resources to be allocated to the segments and to assess their performance. Our CODM allocates resources to the segments based on their business prospects, competitive factors, segment net revenue and segment profit. Segment profit includes operating expenses directly managed by operating segments, including research and development, and direct sales and marketing expenses. Segment profit does not include stock-based compensation, acquisition or integration related costs, amortization and impairment of acquisition-related intangible assets, restructuring and related charges, and certain other charges. Additionally, we do not allocate certain marketing and general and administrative expenses, as these expenses are not directly attributable to our operating segments.
Read it in 10-K 2025-08-19 at sec.gov ↗
RemovedMD&A
Our Industrial Tech products include short-pulse solid-state lasers, kilowatt-class fiber lasers, diode lasers, and gas lasers, serving a wide range of end-markets applications. In the consumer market, our laser light sources are integrated into customers’ 3D sensing cameras, primarily used in mobile devices. In the industrial manufacturing market, our lasers are embedded in machine tools 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. Adoption of our Industrial Tech products is driven by the need to advance semiconductor and microelectronics technology roadmaps and by Industry 4.0 and 5.0 trends that emphasize greater manufacturing precision, flexibility, and sustainability.
Read it in 10-K 2025-08-19 at sec.gov ↗
RemovedMD&A
On November 7, 2023 (the “Closing date”), we completed the acquisition of Cloud Light. Cloud Light designs, markets, and manufactures advanced optical modules for data center interconnect applications. This acquisition enabled us to be well-positioned to serve the growing needs of cloud & networking customers, particularly those focused on optimizing their data center infrastructure for the demands of AI/ML. On the Closing date, we paid $705.0 million of total cash consideration to Cloud Light. Additionally, each of Cloud Light’s outstanding options was exchanged for a combination of cash and options to acquire Lumentum common stock having equivalent value (the “replacement options”). These replacement options have a total fair value of $38.9 million as of the Closing date, of which $23.5 million attributable to pre-acquisition service is recorded as part of the purchase price consideration and the remaining $15.4 million is recorded as post-acquisition stock-based compensation expense over the vesting period of three years from the Closing date. We also incurred a total of $9.6 million of merger-related costs, representing professional and other direct acquisition costs, which was recorded as general and administrative expense in the consolidated statement of operations for the year ended June 29, 2024. Refer to “Note 4. Business Combination” to the consolidated financial statements for additional information.
Read it in 10-K 2025-08-19 at sec.gov ↗
RemovedMD&A
If these tariff-related cost increases persist or escalate, our financial results could be adversely affected, including lower profitability. Additionally, changes in the global trade landscape could result in reduced market competitiveness and a slowdown in consumer demand as well as disruptions to our supply chain, including longer lead times, higher shipping costs, or limited availability of key inputs. This may constrain our ability to meet customer demand in a timely manner, potentially affecting our revenue growth and operational efficiency. The impact of tariffs on our business is hard to predict, as it is dependent on negotiations with customers and suppliers and other mitigation efforts and potential further changes in global trade policies, including higher tariffs or trade restrictions in the U.S. or other countries.
Read it in 10-K 2025-08-19 at sec.gov ↗
RemovedMD&A
Our revenue arrangements do not contain significant financing components as our standard payment terms are less than one year.
Read it in 10-K 2025-08-19 at sec.gov ↗
RemovedMD&A
The increase in Cloud & Networking net revenue is primarily due to higher unit sales from cloud and AI/ML customers, which increased by $193.2 million, in part due to a full year of revenue from Cloud Light, which we acquired in the second quarter of fiscal year 2024. In addition, revenue from network equipment manufacturers increased by $132.7 million as a result of higher unit sales from the market recovery and the related inventory normalization. The decrease in Industrial Tech net revenue is primarily due to a decline in unit sales of our imaging and sensing products due to higher market competition in the consumer end-market for these products, which was partially offset by a $17.5 million increase in our laser products due to higher market demand.
Read it in 10-K 2025-08-19 at sec.gov ↗
RemovedMD&A
Gross margin in fiscal year 2025 increased to 28.0% from 18.5% in fiscal year 2024. The increase was driven by a $20.8 million reduction in excess and obsolete inventory charges during fiscal year 2025, primarily as a result of the U.S. trade restrictions imposed during fiscal year 2024 whereby we were no longer able to sell certain products to one of our customers. In addition, costs incurred related to the acquisition of Cloud Light, including integration costs and amortization of inventory fair value adjustments were $23.5 million lower compared to the prior year. In fiscal year 2024, we also incurred $20.7 million of higher excess capacity charges as a result of our manufacturing synergy plans in connection with the NeoPhotonics integration, transferring product lines out of China due to U.S. export restrictions, and a drop in demand due to customers actively working to reduce their elevated inventory levels. Our Cloud & Networking gross profit increased year over year primarily due to higher unit sales of our products for both cloud and AI/ML applications. Our Industrial Tech segment gross margin decreased year over year primarily due to lower revenue, mainly from sales of imaging and sensing products.
Read it in 10-K 2025-08-19 at sec.gov ↗
RemovedMD&A
Cloud & Networking segment profit increased by $140.0 million, or 112.4%, during fiscal year 2025 as compared to fiscal year 2024 primarily due to higher sales of our products for both cloud and AI/ML applications. Industrial Tech segment profit decreased by $13.0 million, or 51.8%, during fiscal year 2025 as compared to fiscal year 2024 primarily due to lower revenue, mainly from lower sales of imaging and sensing products due to increasing competition and share normalization.
Read it in 10-K 2025-08-19 at sec.gov ↗
RemovedMD&A
During fiscal year 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”).
Read it in 10-K 2025-08-19 at sec.gov ↗
RewordedMD&A
Cash from financing activities of $41.8 $1,556.9 million during the year ended June 28, 2025, 27, 2026, was attributable to $76.5 $1,999.7 million of net proceeds from the issuance of Series A Convertible Preferred Stock, $1,254.7 million of net proceeds from the issuance of our 2032 Notes, $47.9 million of proceeds from Japan SMBC term loans and $16.1 $17.1 million of proceeds from employee stock plans, offset by $843.1 million of payments for the partial repurchase of the 2026 Notes, $520.0 million of payments for Notes conversions, $281.0 million of tax payments related to the net share settlement of restricted stock units stock, $102.0 million of $41.7 million, $8.1 payments for the 2032 Capped Call Options, $14.0 million of principal payments on term loans loans, and payment $2.4 million of payments for an intangible asset acquisition holdback of $1.0 million. financing costs related to our revolving credit facility.
Read it in 10-K 2026-08-17 at sec.gov ↗
RewordedMD&A
Payments due Total Less than 1 year More than 1 year Contractual Obligations Asset retirement obligations $ 7.1 9.0 $ — $ 7.1 9.0 Operating lease liabilities, including imputed interest (1) 37.6 12.7 24.9 36.0 14.6 21.4 Pension plan contributions (2) 2.0 1.8 $ 2.0 1.8 — Purchase obligations (3) 837.6 781.4 56.2 2,354.4 2,112.5 241.9 Term loans - principal (4) 67.0 10.6 56.4 92.8 52.3 40.5 Term loans - interest (4) 1.7 0.6 1.1 1.2 0.7 0.5 Convertible notes - principal (5) 2,514.7 — 2,514.7 1,554.3 54.8 1,499.5 Convertible notes - interest (5) 61.6 18.7 42.9 30.6 5.4 25.2 Others 14.9 6.9 8.0 Total $ 3,529.3 4,095.0 $ 826.0 2,249.0 $ 2,703.3 1,846.0
Read it in 10-K 2026-08-17 at sec.gov ↗
RewordedMD&A
If (1) Since the closing price of our stock exceeds $90.40 (130% was at least 130% of the applicable conversion price for each series of $69.54) Notes for 20 of the last 30 trading days of any future quarter, the 2029 our fiscal year 2026, all of our Notes would become remain convertible at the option of the holders during the subsequent first quarter of fiscal quarter and the debt component would be reclassified to current liabilities. year 2027.
Read it in 10-K 2026-08-17 at sec.gov ↗
RewordedMD&A
Research and development 11.8 18.5 22.2 17.4 Selling, general and administrative 12.1 21.2 22.9 19.7 Restructuring and related charges 0.4 1.4 5.3 1.6 Gain on sale of facility — (2.1) — — Total operating expenses 24.3 38.9 50.4 38.7 Loss Income (loss) from operations 17.4 (10.9) (31.9) (6.5) Interest expense (1.3) (2.5) (2.0) Other (expense) income, net 1.8 4.6 2.8 Loss before income taxes (10.5) (29.8) (5.7) Income tax (benefit) provision (12.0) 10.4 1.7 Net income (loss) 1.6% (40.2)% (7.4)% net:
Read it in 10-K 2026-08-17 at sec.gov ↗
RewordedMD&A
Net revenue increased by $285.8 $1,369.0 million, or 21.0%, 83.2%, during fiscal year 2025 as 2026 compared to fiscal year 2024, due to a $325.9 2025, driven by $889.3 million increase in Cloud & Networking net revenue offset by Components products and a $40.1 $479.7 million decrease increase in Industrial Tech net revenue. Systems products.
Read it in 10-K 2026-08-17 at sec.gov ↗
RewordedMD&A
As of June 28, 2025, the Company had $40.6 million in principal amount outstanding on our SMBC Term Loan, of which the The short-term portion of $4.4 million the Japan Term Loans is recorded as current liabilities while the long-term portion of $36.2 million is recorded as long-term debt in the Company’s our consolidated balance sheets.
Read it in 10-K 2026-08-17 at sec.gov ↗
RewordedMD&A
However, during beginning in the first quarter of fiscal year 2025, network equipment manufacturers continued to normalize normalized inventory levels levels; and since then, we saw have seen increasing demand from AI and cloud customers as they continue to expand their data centers. centers, driven in part by the continued advances in cloud and AI infrastructure.
Read it in 10-K 2026-08-17 at sec.gov ↗
RewordedMD&A
We In considering the need for valuation allowance, we consider future growth, forecasted earnings, earnings including future taxable income, the mix of earnings in the jurisdictions in which we operate, historical earnings, earnings including historical earnings adjusted for non-recurring items, 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. strategies.
Read it in 10-K 2026-08-17 at sec.gov ↗
RewordedMD&A
Changes to these estimates or a change 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 provision, net income, and effective tax rate in a future period.
Read it in 10-K 2026-08-17 at sec.gov ↗
RewordedMD&A
Contract balances Balance sheet location June 27, 2026 June 28, 2025 June 29, 2024 Change Percentage Change Accounts receivable, net Accounts receivable, net $520.3 $250.0 $194.7 $55.3 28.4% $270.3 108.1% Deferred revenue and customer deposits Other current liabilities $15.4 $0.7 $0.6 $0.1 16.7% $14.7 n/a Deferred revenue and customer deposits Other non-current liabilities $1.4 $— $1.4 n/a
Read it in 10-K 2026-08-17 at sec.gov ↗
RewordedMD&A
Cloud & Networking 85.8% 79.8% 74.8% Industrial Tech 14.2 20.2 25.2 Components 66.5 % 67.9 % 60.5% Systems 33.5 32.1 39.5 Net revenue 100.0 100.0 100.0 Cost of sales 55.7 67.0 75.3 63.0 Amortization of acquired developed intangibles 2.6 5.0 6.2 4.8 Gross profit 41.7 28.0 18.5 32.2 Operating expenses:
Read it in 10-K 2026-08-17 at sec.gov ↗
RewordedMD&A
If Conversely, if we later determine that it is more likely than not that all or a portion of the net deferred tax assets would will be realized, we would reverse the applicable portion of the previously provided established valuation allowance as an adjustment to earnings at such time. allowance.
Read it in 10-K 2026-08-17 at sec.gov ↗
Quiet changesMD&A
The use of LiDAR and in-cabin 3D sensing in automobile and delivery vehicles will over time significantly adds add to our long-term market opportunity.
Read it in 10-K 2026-08-17 at sec.gov ↗