Marvell (MRVL) closes Celestial AI buyout with 24.6M shares and earnout

Rhea-AI Filing Summary

Marvell Technology closed its acquisition of Celestial AI and paid with stock rather than cash. At closing, Marvell issued 24,601,976 unregistered shares of its common stock to Celestial stakeholders under a previously announced reorganization agreement.

Marvell also assumed approximately 3.0 million Celestial stock options, which it plans to register on a Form S-8. The deal includes an earnout where additional Marvell shares, valued at up to $2.25 billion as of signing, may be issued if Celestial reaches cumulative revenue milestones up to more than $2.0 billion by the end of Marvell’s fiscal year 2029.

Insights

Equity & M&A Analyst

Marvell finalized the Celestial AI stock deal with a large share issuance and long-dated revenue-based earnout.

Marvell Technology completed the acquisition of Celestial AI using equity, issuing 24,601,976 unregistered common shares at closing. It also assumed about 3.0 million stock options that are expected to be registered on a Form S-8, highlighting meaningful equity-based consideration rather than cash.

The transaction includes a substantial earnout: Marvell may issue additional shares valued at up to $2.25 billion as of signing if Celestial hits cumulative revenue milestones by the end of fiscal year 2029. The first milestone is at $500 million in cumulative revenue, with larger potential payouts if cumulative revenue exceeds $500 million and up to more than $2.0 billion.

This structure ties a significant portion of total consideration to Celestial’s long-term performance, aligning part of the cost with future revenue delivery. Actual dilution and value transfer will depend on Celestial’s cumulative revenue by the end of Marvell’s fiscal year 2029, as defined in the earnout terms.

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K/A

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report: February 2, 2026 (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. ☐

Explanatory Note

As previously reported, on December 2, 2025, Marvell Technology, Inc. (the “Company”) announced that it entered into an Agreement and Plan of Reorganization (the “Agreement”) with Celestial AI, Inc. (“Celestial”) pursuant to which the Company will acquire Celestial (the “Transaction”). The Company described the Transaction in its Current Report on Form 8-K filed with the Securities and Exchange Commission on December 2, 2025 (the “Original 8-K”) and provided the approximate number of shares to be issued in connection with the Transaction. This filing supplements the Original 8-K to report the total number of shares of the Company’s common stock, par value $0.002 per share (the “Common Stock”) issued at the closing of the Transaction.

Item 3.02 Unregistered Sales of Securities.

On February 2, 2026, the Company closed the Transaction and issued 24,601,976 unregistered shares of Common Stock. In addition to the issuance of unregistered shares of Common Stock, the Company also assumed approximately 3.0 million Celestial options (on an as-converted to shares of Company Common Stock basis) which will be registered on a Registration Statement on Form S-8 shortly after closing of the Transaction. The Company may also issue additional shares of Common Stock, having a value of up to $2.25 billion as of the signing date, upon satisfaction of certain revenue milestones. The first milestone will be achieved if Celestial reaches cumulative revenue of at least $500 million by the end of the Company’s fiscal year 2029. Additional amounts will become payable if cumulative revenue exceeds $500 million but is less than $2.0 billion. The full earnout would be paid if Celestial’s cumulative revenue by the end of the Company’s fiscal year 2029 exceeds $2.0 billion.

Except as expressly set forth herein, this Current Report on Form 8-K/A does not amend the Original 8-K in any way and does not modify or update any other disclosures contained in the Original 8-K. This Current Report on Form 8-K/A supplements the Original 8-K and should be read in conjunction with the Original 8-K.

The Common Stock has not been registered under the Securities Act of 1933, as amended (the “Securities Act”), and was issued in reliance upon the exemption from registration provided by Section 4(a)(2) of the Securities Act and rules and regulations of the U.S. Securities and Exchange Commission.

Item 9.01 Financial Statements and Exhibits.

  (d)     Exhibits.

99.1		Press Release dated February 2, 2026
104		Cover Page Interactive Data File (the cover page XBRL tags are embedded within the Inline XBRL document)

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

				MARVELL TECHNOLOGY, INC.
Date: February 2, 2026				By:		/s/ Mark Casper
						Mark Casper
						EVP, Chief Legal Officer and Secretary

FAQ

What did Marvell Technology (MRVL) announce about its Celestial AI acquisition?

Marvell Technology confirmed it closed the acquisition of Celestial AI, paying with stock. It issued 24,601,976 unregistered common shares at closing and assumed about 3.0 million Celestial stock options, completing the equity portion of the previously announced transaction structure.

How many Marvell (MRVL) shares were issued to acquire Celestial AI?

Marvell issued 24,601,976 unregistered shares of common stock at closing to acquire Celestial AI. These shares were issued under an Agreement and Plan of Reorganization and relied on the Section 4(a)(2) exemption from registration under the Securities Act of 1933.

What earnout terms are tied to the Marvell (MRVL) and Celestial AI deal?

The Celestial AI deal includes an earnout where Marvell may issue additional shares valued at up to $2.25 billion as of signing. Earnout payments depend on Celestial’s cumulative revenue performance through the end of Marvell’s fiscal year 2029 under specified revenue milestones.

What revenue milestones trigger additional Marvell (MRVL) share issuance for Celestial AI?

The first milestone is reached if Celestial’s cumulative revenue hits at least $500 million by the end of Marvell’s fiscal year 2029. Additional amounts become payable if cumulative revenue exceeds $500 million and up to more than $2.0 billion under the earnout structure.

How will Celestial AI options be treated after the Marvell (MRVL) acquisition?

Marvell assumed approximately 3.0 million Celestial AI stock options, calculated on an as-converted basis into Marvell common shares. The company expects to register these assumed options, and the underlying shares, on a Registration Statement on Form S-8 shortly after closing.

Were the Marvell (MRVL) shares for the Celestial AI deal registered with the SEC?

The 24,601,976 Marvell common shares issued at closing were not registered under the Securities Act. They were issued as unregistered securities in reliance on the Section 4(a)(2) exemption and applicable SEC rules and regulations governing private offerings.