Marvell Technology, Inc. filings document the company’s operating results, capital-markets activity and governance matters as a Nasdaq-listed semiconductor issuer. Recent 8-K disclosures cover quarterly and fiscal-year results, dividend declarations, senior note financing under an automatic shelf registration statement, prospectus supplement exhibits and related legal opinions.
The filings also describe MRVL capital-structure changes, including Series A Convertible Preferred Stock issued to NVIDIA Corporation, certificate of designation terms, debt indenture provisions and unregistered common-stock issuances tied to the completed Celestial AI acquisition. These records address securities registration, financing terms, conversion mechanics, exhibits and other material events affecting the company’s equity and debt structure.
Marvell Technology, Inc. filed a current report to note that it has submitted a prospectus supplement to its automatic shelf registration statement on Form S-3 with the SEC. The company is also filing as an exhibit a legal opinion from Wilson Sonsini Goodrich & Rosati regarding the legality of issuing and selling the securities described in that prospectus supplement. The opinion is included as Exhibit 5.1, together with a related consent and the cover page interactive data file.
Marvell Technology, Inc. registered 2,116,573 shares of common stock for resale by selling securityholders pursuant to a prospectus supplement dated February 18, 2026.
The shares were issued to the selling securityholders in connection with Marvell’s acquisition of XConn Technologies Holdings, Ltd. and may be sold from time to time by those holders; Marvell will receive no proceeds from these resales. The table of selling securityholders is furnished as of February 3, 2026.
Marvell Technology, Inc. reports that on February 6, 2026 it filed a prospectus supplement to its automatic shelf registration statement on Form S-3 with the SEC. This report is being used to provide the related legal opinion.
The company is filing the opinion of Wilson Sonsini Goodrich & Rosati, Professional Corporation on the legality of issuing and selling the securities described in the prospectus supplement, along with the associated consent and an interactive data file as exhibits.
Marvell Technology, Inc. has filed a prospectus supplement covering the resale of up to 24,222,758 shares of its common stock by selling securityholders. These shares were issued as consideration in Marvell’s acquisition of Celestial AI, Inc., and represent existing stock now being registered for potential sale.
The company will not receive any proceeds from these resales; all net proceeds go to the selling securityholders. Shares may be sold over time in public or private transactions at market or negotiated prices, and there is no obligation for any holder to sell.
FMR LLC has disclosed a significant passive stake in Marvell Technology Inc. The filing shows FMR LLC beneficially owns 126,698,928.11 shares of Marvell common stock, representing 14.9% of the class, with sole power to dispose of these shares and no shared voting or dispositive power.
FMR LLC has sole voting power over 120,017,966.69 shares. Abigail P. Johnson is also listed as a reporting person, with sole dispositive power over the same 126,698,928.11 shares and no voting power, reflecting her role as a control person. The securities are certified as being held in the ordinary course of business and not for the purpose of changing or influencing control of Marvell.
Marvell Technology, Inc. Chairman and CEO Matthew J. Murphy reported the settlement of a deferred equity award and related tax withholding. On February 2, 2026, 144,662 Performance Stock Units were converted into 144,662 shares of common stock at an exercise price of $0.
On the same date, 72,765 shares of common stock were surrendered at $78.66 per share to satisfy tax withholding obligations from the vesting of the performance stock award. Following these transactions, Murphy directly owned 340,106 shares of Marvell common stock. The performance stock award had vested on April 15, 2025 and was settled on the deferred date of February 2, 2026.
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.
Marvell Technology, Inc.’s Chief Financial Officer reported equity award activity and related tax withholding. On January 15, 2026, 47,304 Performance Stock Units granted on January 15, 2023 converted into 47,304 shares of common stock at an exercise price of $0.00 per share after performance was certified on December 11, 2025.
On the same date, 19,664 shares were surrendered at $80.38 per share to cover tax withholding, leaving the officer with 184,111 shares of common stock held directly. This amendment adds information about the January 15, 2023 performance-based grant that was inadvertently omitted from the earlier Form 4 filed on January 20, 2026.
Marvell Technology Chief Financial Officer Willem Meintjes reported multiple equity transactions on January 15, 2026 tied to restricted stock unit (RSU) vesting. Several RSU awards converted into shares of common stock at an exercise price of $0 per share, increasing his direct common stock holdings with each vesting event.
In connection with these RSU vestings, blocks of common shares were automatically surrendered at a price of $80.38 per share to cover tax withholding obligations, as noted in the footnotes. These tax-related dispositions reduced, but did not eliminate, the incremental shares received from vesting. After all reported transactions, Meintjes directly held 156,471 shares of Marvell common stock. The remaining RSUs are scheduled to vest in tranches through dates extending to April 15, 2028.
Marvell Technology President, Data Center Group, Sandeep Bharathi reported multiple restricted stock unit (RSU) vestings and related tax-withholding share surrenders on January 15, 2026. Several RSU awards converted into common stock at an exercise price of $0, increasing his direct holdings before taxes. To cover tax obligations from these vestings, shares of common stock were surrendered at $80.38 per share, as noted in the explanation of responses.
After the reported transactions, Bharathi directly held 112,380 shares of Marvell common stock. The filing also shows that he continues to hold multiple RSU awards, each representing the right to receive one share of common stock upon vesting, with remaining units scheduled to vest on dates ranging from April 15, 2026 through April 15, 2028.