NVIDIA invests $2B in Marvell (NASDAQ: MRVL) and deepens AI infrastructure partnership
Rhea-AI Filing Summary
Marvell Technology completed a private issuance and sale of 2,000,000 shares of its Series A Convertible Preferred Stock to NVIDIA for an aggregate cash purchase price of $2,000,000,000.00. These preferred shares are initially convertible into a maximum of 21,778,000 shares of Marvell common stock at an initial conversion price of approximately $91.8355 per share.
The Series A Preferred Stock participates in dividends and votes with common stock on an as-converted basis, but does not vote in director elections and carries no preemptive or redemption rights. The deal is part of a broader strategic partnership connecting Marvell to the NVIDIA AI factory and AI-RAN ecosystem via NVIDIA NVLink Fusion and collaboration on silicon photonics technology.
Positive
- NVIDIA invests $2.0 billion in Marvell via convertible preferred stock, providing substantial cash proceeds and aligning NVIDIA as a significant equity-linked partner through securities initially convertible into up to 21,778,000 Marvell common shares.
- Strategic AI infrastructure partnership with NVIDIA connects Marvell to the NVIDIA AI factory and AI-RAN ecosystem through NVLink Fusion, custom XPUs, advanced networking and silicon photonics collaboration, potentially expanding Marvell’s role in next-generation AI and telecom infrastructure.
Negative
- None.
Insights
$2B NVIDIA investment gives Marvell fresh capital and deepens its role in NVIDIA’s AI ecosystem.
Marvell raised $2,000,000,000.00 by issuing 2,000,000 shares of Series A Convertible Preferred Stock to NVIDIA in a private placement. The securities are initially convertible into up to 21,778,000 common shares at an initial conversion price of about $91.8355 per share, providing NVIDIA with equity-linked exposure.
The preferred stock votes with common stock on an as-converted basis but not in director elections, and it carries no preemptive or redemption rights. Economically, it shares dividends pro rata with common stock on an as-converted basis, aligning NVIDIA’s interests with common shareholders.
Strategically, the joint release describes a partnership around NVIDIA NVLink Fusion, custom XPUs, high-speed networking, and silicon photonics. This positions Marvell more centrally within NVIDIA’s AI factory and AI-RAN ecosystems, though actual financial impact will depend on customer adoption and execution under changing industry and macro conditions highlighted in the forward-looking statements.
8-K Event Classification
Key Figures
Key Terms
Series A Convertible Preferred Stock financial
Certificate of Designation regulatory
Hart-Scott-Rodino Antitrust Improvements Act of 1976 regulatory
NVLink Fusion technical
silicon photonics technical
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report:
(Date of earliest event reported)
(Exact name of registrant as specified in its charter)
| (State or other jurisdiction of incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
(Address of principal executive offices, including Zip Code)
(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 |
Name of each exchange on which registered | ||
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 3.02 | Unregistered Sales of Equity Securities. |
On March 31, 2026, Marvell Technology, Inc. (the “Company”) completed the issuance and sale of 2,000,000 shares of the Company’s Series A Convertible Preferred Stock, par value $0.002 per share (the “Series A Preferred Stock”), to NVIDIA Corporation (“NVIDIA”), pursuant to a Securities Purchase Agreement, dated as of March 31, 2026 (the “Purchase Agreement”), between NVIDIA and the Company. The shares of Series A Preferred Stock were sold for an aggregate purchase price of $2,000,000,000.00 in cash (the “Transaction”) and are initially convertible in the aggregate into a maximum of 21,778,000 shares of the Company’s common stock, par value $0.002 per share (the “Common Stock”). The shares of Series A Preferred Stock were issued and sold to NVIDIA in a private placement relying upon the exemption provided by Section 4(a)(2) of the Securities Act of 1933 as a transaction not involving a public offering.
| Item 5.03 | Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. |
On March 31, 2026, the Company filed a Certificate of Designation with the Secretary of State of the State of Delaware (the “Certificate of Designation”) in connection with the Transaction. The Certificate of Designation provides for the issuance of up to 2,000,000 shares of Series A Preferred Stock. The following is a description of the material terms of the Certificate of Designation.
Conversion. Each share of Series A Preferred Stock has an initial stated value of $1,000 and will convert into shares of Common Stock at an initial conversion price of approximately $91.8355 per share of Common Stock. The Series A Preferred Stock will be convertible (i) at the option of the holder, subject to, if applicable, the expiration or termination of any 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 bona fide sale of the Series A Preferred Stock to the Company or a non-affiliate of NVIDIA.
Dividends. Each holder of Series A Preferred Stock will be entitled to receive dividends in the same manner as holders of Common Stock, as determined on an as-converted basis, as if all outstanding shares of Series A 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 Series A Preferred Stock will not be entitled to vote, holders of Series A Preferred Stock will vote together with holders of the Common Stock on an as-converted basis. The Company may not alter or change adversely the powers, preferences or rights of the Series A Preferred Stock or alter or amend the Certificate of Designation without the affirmative vote or consent of a majority of the outstanding shares of Series A Preferred Stock.
Dissolution, Liquidation or Winding Up. In connection with a dissolution, liquidation or winding up of the Company, distributions to the stockholders of the Company will be made among the holders of Series A Preferred Stock and Common Stock pro rata in proportion to number of shares held by each such holder. All shares of Series A Preferred Stock will be treated as if they had been converted to Common Stock pursuant to the terms of the Certificate of Designation immediately prior to such event.
No Preemptive or Redemption Rights. The holders of Series A Preferred Stock have no preemptive or redemption rights.
The foregoing description of the Series A Preferred Stock does not purport to be complete and is qualified in its entirety by reference to the Certificate of Designation, which is filed with this report as Exhibit 3.1 and is incorporated herein by reference.
| Item 7.01 | Regulation FD Disclosure. |
The joint press release, dated March 31, 2026, by the Company and NVIDIA, announcing, among other things, the private placement pursuant to the Purchase Agreement, is furnished as Exhibit 99.1 to this Current Report on Form 8-K.
The information contained in this Item 7.01 of this Current Report on Form 8-K, including the accompanying Exhibit 99.1 hereto, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing made by the Company under the Securities Act of 1933, as amended, or the Exchange Act, regardless of any general incorporation language in such filings, unless expressly incorporated by specific reference in such filings.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits.
| 3.1 | Certificate of Designation | |
| 99.1 | Joint Press Release, dated March 31, 2026, by Marvell Technology, Inc. and NVIDIA Corporation | |
| 104 | Cover Page Interactive Data File (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: March 31, 2026 |
By: | /s/ Mark Casper | ||||
| Mark Casper | ||||||
| Executive Vice President, Chief Legal Officer and Secretary | ||||||
Exhibit 99.1
NVIDIA AI Ecosystem Expands as Marvell Joins Forces Through NVLink
Fusion
Collaboration Delivers Greater Choice and Flexibility for Customers and Fully Compatible with
NVIDIA AI Infrastructure
SANTA CLARA, Calif. – March 31, 2026 – NVIDIA and Marvell Technology, Inc. (NASDAQ: MRVL) today announced a strategic partnership to connect Marvell to the NVIDIA AI factory and AI-RAN ecosystem through NVIDIA NVLink Fusion™ offering customers building on NVIDIA architectures greater choice and flexibility in developing next-generation infrastructure. The companies will also collaborate on silicon photonics technology.
In addition, NVIDIA has invested $2 billion in Marvell.
The partnership builds on NVIDIA NVLink Fusion, a rack-scale platform that enables customers to develop semi-custom AI infrastructure using the NVIDIA NVLink™ ecosystem. Marvell will provide custom XPUs and NVLink Fusion compatible scale-up networking, while NVIDIA will provide the supporting technologies, including Vera CPU, ConnectX® NICs, Bluefield® DPUs, NVLink interconnect and Spectrum-X™ switches, and the rack-scale AI compute.
For customers developing custom XPUs, NVLink Fusion enables a heterogeneous AI infrastructure fully compatible with NVIDIA systems, allowing seamless integration with NVIDIA GPU, LPU, networking and storage platforms while leveraging NVIDIA’s rich technology stack global supply chain ecosystem.
The companies will also partner to transform the world’s telecommunication network into AI infrastructure with NVIDIA Aerial AI-RAN for 5G/6G, and advance world-class networking for AI, including advanced optical interconnect solutions and silicon photonics technology.
“The inference inflection has arrived. Token generation demand is surging, and the world is racing to build AI factories,” said Jensen Huang, founder and CEO of NVIDIA. “Together with Marvell, we are enabling customers to leverage NVIDIA’s AI infrastructure ecosystem and scale to build specialized AI compute.”
“Our expanded partnership with NVIDIA reflects the growing importance of high-speed connectivity, optical interconnect and accelerated infrastructure in scaling AI,” said Matt Murphy, Chairman and CEO of Marvell. “By connecting Marvell’s leadership in high-performance analog, optical DSP, silicon photonics and custom silicon to NVIDIA’s expanding AI ecosystem through NVLink Fusion, we are enabling customers to build scalable, efficient AI infrastructure.”
About Marvell
To deliver the data infrastructure technology that connects the world, we’re building solutions on the most powerful foundation: our partnerships with our customers. Trusted by the world’s leading technology companies for over 30 years, we move, store, process and secure the world’s data with semiconductor solutions designed for our customers’ current needs and future ambitions. Through a process of deep collaboration and transparency, we’re ultimately changing the way tomorrow’s enterprise, cloud and carrier architectures transform—for the better.
About NVIDIA
NVIDIA (NASDAQ: NVDA) is the world leader in AI and accelerated computing.
Marvell Forward-Looking Statements
Marvell and the M logo are trademarks of Marvell or its affiliates. Please visit www.marvell.com for a complete list of Marvell trademarks. Other names and brands may be claimed as the property of others.
This press release contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Exchange Act, which are subject to the “safe harbor” created by those sections. These statements involve known and unknown risks, uncertainties and other factors, which may cause our actual results to differ materially from those implied by the forward-looking statements. Words such as “anticipates,” “expects,” “intends,” “plans,” “projects,” “believes,” “seeks,” “estimates,” “forecasts,” “targets,” “may,” “can,” “will,” “would” and similar expressions identify such forward-looking statements. Forward-looking statements in this communication may include, but are not limited to, (i) expectations regarding the expected benefits of the partnership, (ii) expectations and beliefs with respect to customers, (iii) expectations regarding the industry in which Marvell operates and trends in such industry and related technologies, and (iv) the expected impact of the partnership on Marvell’s business and financial results. Expectations and beliefs regarding these matters may not materialize, and actual results in future periods are subject to risks and uncertainties that could cause actual results to differ materially from those projected. These risks include risks pertaining to the relationship between Marvell and NVIDIA; the risk of litigation and/or regulatory actions related to the partnership; changing supply and demand conditions in the industry; and general market, political, economic and business conditions. The forward-looking statements in this press release are also subject to other risks and uncertainties, including those more fully described in Marvell’s filings with the Securities and Exchange Commission (the “SEC”), including Marvell’s Annual Report on Form 10-K for the fiscal year ended January 31, 2026 as well as other filings made by Marvell with the SEC from time to time and available at www.sec.gov. Any forward-looking statements contained herein are based on assumptions that Marvell believes to be reasonable as of the date they were made. Marvell undertakes no obligation to update these statements as a result of new information or future events.
NVIDIA Forward-Looking Statements
Certain statements in this press release including, but not limited to, statements as to: token generation demand surging, and the world racing to build AI factories; together with Marvell, NVIDIA enabling customers to leverage its AI infrastructure ecosystem and scale to build specialized AI compute; the benefits, impact, performance, and availability of NVIDIA’s products, services, and technologies; expectations with respect to NVIDIA’s third party arrangements, including with its collaborators and
partners; expectations with respect to technology developments; expectations with respect to AI and related industries; and other statements that are not historical facts are forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, which are subject to the “safe harbor” created by those sections based on management’s beliefs and assumptions and on information currently available to management and are subject to risks and uncertainties that could cause results to be materially different than expectations. Important factors that could cause actual results to differ materially include: global economic and political conditions; NVIDIA’s reliance on third parties to manufacture, assemble, package and test NVIDIA’s products; the impact of technological development and competition; development of new products and technologies or enhancements to NVIDIA’s existing product and technologies; market acceptance of NVIDIA’s products or NVIDIA’s partners’ products; design, manufacturing or software defects; changes in consumer preferences or demands; changes in industry standards and interfaces; unexpected loss of performance of NVIDIA’s products or technologies when integrated into systems; NVIDIA’s ability to realize the potential benefits of business investments or acquisitions; and changes in applicable laws and regulations, as well as other factors detailed from time to time in the most recent reports NVIDIA files with the Securities and Exchange Commission, or SEC, including, but not limited to, its annual report on Form 10-K and quarterly reports on Form 10-Q. Copies of reports filed with the SEC are posted on the company’s website and are available from NVIDIA without charge. These forward-looking statements are not guarantees of future performance and speak only as of the date hereof, and, except as required by law, NVIDIA disclaims any obligation to update these forward-looking statements to reflect future events or circumstances.
© 2026 NVIDIA Corporation. All rights reserved. NVIDIA, the NVIDIA logo, NVLink, NVLink Fusion, ConnectX, Bluefield, and Spectrum-X are trademarks and/or registered trademarks of NVIDIA Corporation in the U.S. and other countries. Other company and product names may be trademarks of the respective companies with which they are associated. Features, pricing, availability and specifications are subject to change without notice.
# # #
For further information, contact:
Mylene Mangalindan
Corporate Communications
NVIDIA Corporation
press@nvidia.com
Toshiya Hari
Investor Relations
NVIDIA Corporation
toshiyah@nvidia.com
Marvell Investor Relations:
Ashish Saran
Senior Vice President, Investor Relations
408-222-0777
ir@marvell.com
Marvell Media:
pr@marvell.com
FAQ
What did Marvell Technology (MRVL) announce with NVIDIA in this 8-K?
What are the key economic terms of Marvell’s Series A Convertible Preferred Stock?
What voting rights do holders of Marvell’s Series A Preferred Stock have?
Does Marvell’s Series A Preferred Stock have preemptive or redemption rights?
What is the strategic focus of Marvell and NVIDIA’s partnership around NVLink Fusion?
Filing Exhibits & Attachments
5 documents