Form 4: Lumentum Executive Sells Shares, Receives RSUs

Lumentum Holdings Inc.'s SVP and General Counsel, Jae Kim, reported sales of common stock under a 10b5-1 plan and the acquisition of restricted stock units.

Summary

• Jae Kim, SVP and General Counsel of Lumentum Holdings Inc., reported transactions involving the company's common stock.
• On August 22, 2025, Kim sold a total of 4,507 shares of common stock in two separate transactions.
• The first sale involved 3,407 shares at a weighted average price of $116.7274 per share, with prices ranging from $116.24 to $117.18.
• The second sale involved 1,100 shares at a weighted average price of $117.3564 per share, with prices ranging from $117.25 to $117.60.
• These sales were executed pursuant to a Rule 10b5-1 trading plan adopted by Kim on February 11, 2025.
• Following these sales, Kim beneficially owned 33,465 shares of common stock.
• On August 23, 2025, Kim acquired 7,715 restricted stock units (RSUs) at a price of $0.
• Each RSU represents a contingent right to receive one share of Lumentum's Common Stock upon vesting.
• These RSUs are scheduled to vest 100% on August 23, 2026, contingent on Kim's continued employment.
• After the RSU acquisition, Kim's direct beneficial ownership increased to 41,180 shares.

Sentiment

Score: 6

Explanation: The sentiment is neutral to slightly positive. The sales were pre-planned under a 10b5-1 plan, which is a routine event and not indicative of a negative outlook. The acquisition of RSUs is a positive for executive alignment and retention.

Positives

• The acquisition of 7,715 Restricted Stock Units (RSUs) aligns the executive's long-term interests with those of shareholders, as vesting is contingent on continued employment and future stock performance.
• The RSU grant is a standard component of executive compensation, indicating ongoing commitment and incentivization.

Negatives

• The sale of 4,507 shares of common stock reduces the executive's direct equity stake in the company, although these sales were pre-planned.

Risks

• The vesting of the 7,715 Restricted Stock Units on August 23, 2026, is subject to the Reporting Person continuing to be an employee through that date, or as provided under the Issuer's 2015 Equity Incentive Plan.

Future Outlook

The 7,715 Restricted Stock Units acquired by Jae Kim are scheduled to vest 100% on August 23, 2026, provided the Reporting Person continues to be an employee through that date.

Management Comments

• The sales of common stock were executed pursuant to a Rule 10b5-1 trading plan, which was adopted by the Reporting Person on February 11, 2025, indicating a pre-scheduled disposition of shares.

Industry Context

This Form 4 filing reflects routine insider transactions, which are common for executives of publicly traded companies. The use of a Rule 10b5-1 trading plan for stock sales is a standard practice to allow insiders to sell shares without being accused of trading on material non-public information, while the grant of Restricted Stock Units is a typical form of long-term equity compensation designed to align executive incentives with shareholder value creation.

Comparison to Industry Standards

• The adoption of a Rule 10b5-1 trading plan for stock sales is a widely accepted corporate governance practice, utilized by executives across various industries to manage personal liquidity and diversification while adhering to insider trading regulations.
• The grant of Restricted Stock Units (RSUs) as a component of executive compensation is a prevalent industry standard, commonly observed in technology and manufacturing sectors, including companies like Cisco Systems, Broadcom, and Corning, which also utilize RSUs to incentivize long-term performance and retention.

Stakeholder Impact

• Shareholders will observe routine insider trading activity, including pre-planned sales and equity compensation grants, which are common for publicly traded companies.
• Employees, particularly the Reporting Person, are impacted by the terms of their equity compensation, with RSU vesting contingent on continued employment.

Next Steps

• The 7,715 Restricted Stock Units are scheduled to vest on August 23, 2026, subject to the Reporting Person's continued employment.

Key Dates

Recommendation

This filing details routine insider transactions, specifically pre-planned stock sales under a 10b5-1 plan and the grant of Restricted Stock Units as part of executive compensation. These events are standard and do not provide new fundamental information that would warrant a change in an investment thesis or stock recommendation.

Keywords

Lumentum Holdings, LITE, SEC Form 4, Insider Trading, Jae Kim, Restricted Stock Units, RSU, 10b5-1 plan, Equity Compensation, Stock Sale, Executive Compensation