Summary
Marvell Technology, Inc. (MRVL) has filed an 8-K/A amendment to report the closing of a transaction on February 2, 2026, involving the issuance of approximately 24.6 million unregistered shares of Common Stock. This transaction also includes the assumption of roughly 3.0 million Celestial options, which are expected to be registered via a Form S-8 shortly. Investors should note the potential for future share issuances tied to revenue milestones for the acquired entity, Celestial, which could amount to up to $2.25 billion based on its cumulative revenue by the end of fiscal year 2029. The shares issued are unregistered, relying on an exemption under Section 4(a)(2) of the Securities Act. The earnout structure is performance-based, with varying payout levels depending on whether Celestial's cumulative revenue reaches $500 million, falls between $500 million and $2.0 billion, or exceeds $2.0 billion by the end of fiscal year 2029. This filing supplements a previous 8-K and does not modify other prior disclosures.
Key Highlights
- 1Marvell closed a transaction on February 2, 2026, issuing approximately 24.6 million unregistered shares of Common Stock.
- 2Approximately 3.0 million Celestial options were assumed, with registration expected via Form S-8.
- 3Potential for up to $2.25 billion in additional Marvell shares contingent on Celestial's revenue milestones by end of FY2029.
- 4Earnout payments are tied to cumulative revenue targets for Celestial: $500 million, $500 million-$2.0 billion, or exceeding $2.0 billion.
- 5The issued shares are unregistered, issued under Section 4(a)(2) exemption of the Securities Act.
- 6This filing is an amendment (8-K/A) and supplements prior disclosures without modifying them.