Marvell Technology, Inc. 8-K/A

What Happened
Marvell Technology, Inc. announced it closed the transaction to acquire Celestial on February 2, 2026. At closing Marvell issued 24,601,976 unregistered shares of its common stock and assumed approximately 3.0 million Celestial options (on an as-converted basis). The assumed options are expected to be registered on a Form S-8 shortly after closing. The newly issued common stock was not registered under the Securities Act and was issued pursuant to the Section 4(a)(2) exemption.

Key Details

• Issued 24,601,976 unregistered shares of Marvell common stock at closing (Feb 2, 2026).
• Assumed ~3.0 million Celestial options (to be registered on Form S-8 after closing).
• Potential additional consideration: Marvell may issue shares valued up to $2.25 billion (as of the signing date) contingent on Celestial revenue milestones through Marvell’s fiscal year 2029.
  • First earnout milestone: Celestial cumulative revenue ≥ $500 million by end of fiscal 2029.
  • Additional amounts payable if cumulative revenue is > $500M but < $2.0B; full earnout paid if cumulative revenue > $2.0B by fiscal 2029.
• The filing is a Form 8-K/A that supplements the original 8-K; disclosure relies on the Securities Act exemption for unregistered issuance.

Why It Matters
This confirms Marvell completed the Celestial acquisition and sets the immediate and potential future equity cost to shareholders. Investors should note the exact dilution from the ~24.6M issued shares and the assumed options, plus the possibility of up to $2.25 billion in additional share-based consideration if Celestial meets revenue targets by fiscal 2029. The assumed options will be registered soon, which affects the pool of tradable shares; the contingent earnout creates potential future dilution tied to Celestial’s revenue performance.