8-K: Current report
Published on December 2, 2025
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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Item 3.02 Unregistered Sales of Securities.
On December 2, 2025, Marvell Technology, Inc. (the “Company”) announced that it entered into an Agreement and Plan of Reorganization (the “Agreement”) with Celestial AI Inc. (“Celestial”) pursuant to which the Company will acquire Celestial in a transaction (the “Transaction”), consisting of approximately $1.0 billion payable in cash and approximately 27.2 million shares of the Company’s common stock, par value $0.002 per share (the “Common Stock”), having a value of approximately $2.25 billion, to be paid at or issued at the closing of the Transaction (the “Closing Shares”), and up to an additional approximately 27.2 million shares of Common Stock, having a value of approximately $2.25 billion, upon achievement of certain revenue-based performance milestones (the “Milestone Shares” and together with the Closing Shares, the “Shares”), in each case, subject to the adjustments and other terms and conditions of the Agreement. In connection with the Agreement, the Company will enter into customary agreements, including a registration rights agreement requiring the Company to register the Closing Shares promptly after the closing of the Transaction and the Milestone Shares promptly after the issuance of such shares, and to use commercially reasonable efforts to keep such registration statement effective.
The Shares have not been registered under the Securities Act of 1933, as amended (the “Securities Act”), and will be issued in reliance upon the exemption from registration provided by Section 4(a)(2) of the Securities Act and rules and regulations of the U.S. Securities and Exchange Commission (the “SEC”) promulgated thereunder. The issuance of shares pursuant to the Agreement does not involve a public offering, and the Company will seek representations from each securityholder that such holder is acquiring the applicable Shares for its own accounts and not with a view to distribution in violation of the Securities Act, and that such holder is an “accredited investor” as defined in Regulation D. Cash consideration will be paid to securityholders that are not eligible to receive shares.
The Transaction has been approved by the Company’s Board of Directors. The Company expects the Transaction to close in the first quarter of calendar 2026, subject to customary closing conditions and regulatory approvals.
In connection with the Transaction, the Company also issued a warrant to a third party. The Company has filed a Current Report on Form 8-K with the SEC on the date hereof disclosing the terms of such warrant.
| Item 9.01 | Financial Statements and Exhibits. |
| (d) | Exhibits. |
| 99.1 | Press Release dated December 2, 2025 | |
| 104 | Cover Page Interactive Data File (the cover page XBRL tags are 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: December 2, 2025 | By: | /s/ Mark Casper | ||||
| Mark Casper | ||||||
| EVP, Chief Legal Officer and Secretary | ||||||