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Marvell Technology (MRVL) files 8-K to add S-3 shelf legal opinion

Filing Impact
(Moderate)
Filing Sentiment
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

Marvell Technology, Inc. filed a current report to note that on March 19, 2026 it submitted a prospectus supplement to its automatic shelf registration statement on Form S-3 with the SEC. The report is being used solely to file the legal opinion of Wilson Sonsini Goodrich & Rosati on the validity of the securities described in that prospectus supplement, which is included as Exhibit 5.1 along with the related consent.

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false 0001835632 0001835632 2026-03-19 2026-03-19
 
 

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: March 19, 2026

(Date of earliest event reported)

 

 

 

LOGO

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

 

Name of each exchange

on which registered

Common Stock   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 March 19, 2026, Marvell Technology, Inc. filed a prospectus supplement to its automatic shelf registration statement on Form S-3 (Registration No. 333-285742) with the Securities and Exchange Commission. This Current Report is being filed solely for the purpose of filing the opinion of Wilson Sonsini Goodrich & Rosati, Professional Corporation relating to the legality of the issuance and sale of the securities set forth in the prospectus supplement, which opinion is attached as Exhibit 5.1 hereto.

 

Item 9.01

Financial Statements and Exhibits.

(d) Exhibits.

 

5.1    Opinion of Wilson Sonsini Goodrich & Rosati, Professional Corporation.
23.1    Consent of Wilson Sonsini Goodrich & Rosati, Professional Corporation (included as part of Exhibit 5.1).
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 19, 2026

    By:  

/s/ Mark Casper

      Mark Casper
      EVP, Chief Legal Officer and Secretary

FAQ

What did Marvell Technology (MRVL) report in this 8-K filing?

Marvell Technology reported that it filed a prospectus supplement to its automatic shelf registration statement on Form S-3 and used this report solely to file the related legal opinion and consent from Wilson Sonsini Goodrich & Rosati as exhibits.

Why did Marvell Technology (MRVL) file an 8-K on March 19, 2026?

Marvell filed the 8-K to document that it had filed a prospectus supplement to its Form S-3 shelf registration and to formally include Wilson Sonsini Goodrich & Rosati’s legal opinion on the legality of issuing and selling the covered securities as Exhibit 5.1, plus the associated consent.

What is the role of Wilson Sonsini in Marvell Technology’s (MRVL) filing?

Wilson Sonsini Goodrich & Rosati provided a legal opinion stating its view on the legality of issuing and selling the securities described in Marvell’s prospectus supplement. This opinion is attached as Exhibit 5.1, with the related consent included as Exhibit 23.1 in the same report.

Which registration statement is referenced in Marvell Technology’s (MRVL) 8-K?

The report references Marvell’s automatic shelf registration statement on Form S-3 with Registration No. 333-285742. The company filed a prospectus supplement under this shelf and used the 8-K to attach the law firm’s opinion covering the securities described in that supplement.

What exhibits were included in Marvell Technology’s (MRVL) March 19, 2026 8-K?

The exhibits include the legal opinion of Wilson Sonsini Goodrich & Rosati as Exhibit 5.1, the firm’s consent as Exhibit 23.1, and the Cover Page Interactive Data File as Exhibit 104, which is embedded within the Inline XBRL document for the report.

Who signed Marvell Technology’s (MRVL) March 19, 2026 8-K?

The report was signed on behalf of Marvell Technology, Inc. by Mark Casper, who serves as Executive Vice President, Chief Legal Officer and Secretary. His signature confirms the company’s authorization of the filing under the Securities Exchange Act of 1934.

Filing Exhibits & Attachments

4 documents
Marvell Technology Inc

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