Marvell Technology, Inc. 8-K

What Happened

• On March 31, 2026, Marvell Technology, Inc. filed an 8‑K disclosing the private sale of 2,000,000 shares of newly created Series A Convertible Preferred Stock to NVIDIA Corporation for $2,000,000,000 in cash pursuant to a Securities Purchase Agreement. The Series A Preferred were issued in a private placement relying on Section 4(a)(2) of the Securities Act. Marvell also filed a Certificate of Designation in Delaware describing the preferred terms.

Key Details

• 2,000,000 shares of Series A Convertible Preferred Stock issued to NVIDIA for $2,000,000,000 (cash).
• Initial stated value: $1,000 per Series A share; initial conversion price ≈ $91.8355 per common share.
• Aggregate maximum conversion: initially convertible into up to 21,778,000 shares of Marvell common stock.
• Conversion: at holder’s option (subject to any Hart‑Scott‑Rodino waiting period) or automatically immediately before a bona fide sale of the preferred to the company or a non‑affiliate of NVIDIA.
• Dividends and voting: holders receive dividends and vote on an as‑converted basis (except they do not vote for election of directors). No preemptive or redemption rights.
• Company cannot materially change adverse rights of the Series A without consent of a majority of outstanding Series A shares.
• Joint press release with NVIDIA announcing the transaction was furnished as Exhibit 99.1.

Why It Matters

• This is a $2.0B cash infusion from a strategic investor (NVIDIA), which materially strengthens Marvell’s liquidity position.
• If converted, the Series A could add up to ~21.8 million common shares, meaning potential dilution for existing shareholders — investors should monitor conversion timing, any HSR clearance, and whether conversion occurs.
• The preferred carries protective provisions (voting as‑converted, dividend parity as‑converted, and consent rights for adverse changes) but does not grant director election votes, and holders have no preemptive or redemption rights.
• Retail investors should watch related disclosures (press releases, any HSR filings, and future SEC filings) for details on use of proceeds, timing of conversion, and any strategic implications of closer ties with NVIDIA.