Marvell Technology, Inc. 8-K Filing

From the Filing

0001193125-25-305271.txt : 20251202 0001193125-25-305271.hdr.sgml : 20251202 20251202161134 ACCESSION NUMBER: 0001193125-25-305271 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 12 CONFORMED PERIOD OF REPORT: 20251202 ITEM INFORMATION: Other Events FILED AS OF DATE: 20251202 DATE AS OF CHANGE: 20251202 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Marvell Technology, Inc. CENTRAL INDEX KEY: 0001835632 STANDARD INDUSTRIAL CLASSIFICATION: SEMICONDUCTORS & RELATED DEVICES [3674] ORGANIZATION NAME: 04 Manufacturing EIN: 853971597 STATE OF INCORPORATION: DE FISCAL YEAR END: 0201 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-40357 FILM NUMBER: 251543273 BUSINESS ADDRESS: STREET 1: 1000 N. WEST STREET STREET 2: SUITE 1200 CITY: WILMINGTON STATE: DE ZIP: 19801 BUSINESS PHONE: (302) 295-4840 MAIL ADDRESS: STREET 1: 1000 N. WEST STREET STREET 2: SUITE 1200 CITY: WILMINGTON STATE: DE ZIP: 19801 8-K 1 d81371d8k.htm 8-K 8-K false 0001835632 0001835632 2025-12-02 2025-12-02     UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549     FORM 8-K     CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report: December 2, 2025 (Date of earliest event reported)     MARVELL TECHNOLOGY, INC. (Exact name of registrant as specified in its charter)       Delaware   001-40357   85-3971597 (State or other jurisdiction of incorporation)   (Commission File Number)   (IRS Employer Identification No.) 1000 N. West Street , Suite 1200 Wilmington , Delaware 19801 (Address of principal executive offices, including Zip Code) (302) 295-4840 (Registrant’s telephone number, including area code)     Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:   ☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)   ☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)   ☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))   ☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) Securities registered pursuant to Section 12(b) of the Act:   Title of each class   Trading Symbol(s)   Name of each exchange on which registered Common Stock, par value $0.002 per share   MRVL   The Nasdaq Global Select Market Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). Emerging growth company  ☐       If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐       Item 8.01 Other Events. On December 2, 2025, the Company announced that it entered into a definitive agreement to acquire Celestial AI Inc. In connection with this acquisition, which is subject to customary closing conditions, the Company entered into a Transaction Agreement with Amazon.com, Inc. (“Amazon”, including its affiliates) and related Warrant, under which the Company issued to Amazon a warrant (the “Warrant”) to acquire up to 1,045,171 shares (the “Warrant Shares”) of Company common stock (the “Common Stock”). The Warrant Shares vest based on Amazon’s purchases of photonic fabric products, indirectly or directly, through December 31, 2030. Subject t