Every material Form 8-K Marvell Technology filed with the SEC in 2026, read and summarized by AI: what happened, the key figures, whether it reads positive or negative for shareholders, and how big a deal it is (impact 1-5). Newest first; each brief links to its own page and to the filing on SEC.gov.
Marvell Technology, Inc. entered into a definitive merger agreement with Lumentum Holdings Inc. on November 1, 2026. Under the terms of the agreement, Lumentum will merge into a subsidiary of Marvell, with Lumentum stockholders receiving 4.500 shares of Marvell common stock for each share of Lumentum common stock.
On November 1, 2026, Marvell entered into a merger agreement with Lumentum Holdings Inc.
Lumentum common stock will be converted into the right to receive 4.500 shares of Marvell common stock.
Marvell will be required to pay Lumentum a termination fee equal to $5.8 billion under certain specified termination circumstances.
Marvell Technology has entered into a definitive agreement to acquire Lumentum Holdings in an all-stock transaction with an implied enterprise value of $115 billion for Lumentum. Lumentum stockholders will receive 4.500 shares of Marvell common stock for each share owned, and the deal is expected to close in the first half of calendar year 2028. Additionally, Marvell reported preliminary revenue for the third quarter of fiscal 2027.
Lumentum stockholders will receive a fixed exchange ratio of 4.500 Marvell shares per Lumentum share.
The transaction carries an implied enterprise value of $115 billion for Lumentum, representing about $1,132 per share.
Post-closing, Marvell stockholders will own approximately 67% and Lumentum stockholders approximately 33% of the combined company.
The deal is expected to close in the first half of calendar year 2028, pending approvals.
Marvell Technology entered a Third Amended and Restated Revolving Credit Agreement on October 22, 2026, with Bank of America, N.A. as administrative agent. The facility provides up to $3 billion in revolving loans, with an option to increase commitments by up to $2 billion, and it replaces the prior $1.5 billion facility; no loans were outstanding at signing.
Facility size: up to $3 billion, expandable by up to $2 billion, subject to conditions.
Replaces the Second Amended and Restated Revolving Credit Agreement dated June 30, 2025, which provided a $1.5 billion facility maturing June 2030.
Matures on the fifth anniversary of the effective date, with a possible one-year extension request; no Revolving Loans were outstanding at the effective date.
Maximum leverage ratio of 4.00 to 1.00, which may rise to 4.50 to 1.00 for four quarters after an acquisition of at least $500 million.
Marvell Technology's board declared a quarterly dividend of $0.06 per share, announced on September 25, 2026. The payment goes to holders of record as of October 9, 2026, and the company said future dividends depend on its results, cash, financial condition and other factors the board considers relevant.
Quarterly dividend of $0.06 per share on common stock
Payable October 29, 2026 to holders of record as of October 9, 2026
Applies to preferred stock on an as-converted-to-common basis
Future dividends are subject to results, cash balances, financial condition and Delaware law requirements
Marvell reported record second-quarter fiscal 2027 net revenue of $2.739 billion, up 37% from a year earlier and $39.0 million above the midpoint of its May 27, 2026 guidance. GAAP net income was $308.0 million, or $0.33 per diluted share, compared with $194.8 million, or $0.22, a year earlier. The company said it is again raising its revenue outlook for fiscal 2027 and fiscal 2028, and it expects third-quarter revenue of $3.150 billion, plus or minus 5%.
Data center revenue was $2.171 billion, up 46% year over year, while communications and other revenue was $567.8 million, up 10%.
Q2 non-GAAP diluted EPS was $0.94, compared with $0.67 a year earlier; GAAP diluted EPS was $0.33.
Third-quarter outlook: net revenue of $3.150 billion plus or minus 5%, and non-GAAP diluted EPS of $1.10 plus or minus $0.05.
Marvell will hold an Investor Day on October 6, 2026.
Marvell Technology entered a commercial agreement with Google on July 29, 2026, covering custom semiconductor products that attach to Google's TPU ecosystem. On August 18, 2026, Marvell issued Google a warrant to buy up to 58,970,907 shares at $206.58 per share, with most shares vesting as Google's purchases of custom products grow. For shareholders, the deal links a large customer relationship to potential share issuance that could dilute existing holders.
July 29, 2026: Marvell and Google signed a commercial agreement covering AI inference accelerators, storage controllers, network interface controllers, memory interface controllers and near-memory compute.
August 18, 2026: Marvell issued Google a warrant to purchase up to 58,970,907 shares of common stock at $206.58 per share, exercisable until August 18, 2033.
1,360,867 warrant shares vest in equal quarterly installments during the first year; the remaining shares vest in 240 tranches, one for each $500 million in Custom Products revenue from Google and its affiliates.
The warrant was issued under the Section 4(a)(2) registration exemption; Google has customary registration rights for the warrant shares.
Marvell Technology filed a prospectus supplement to its automatic shelf registration statement on Form S-3 on July 9, 2026, and this 8-K was filed to attach a legal opinion from Wilson Sonsini Goodrich & Rosati on the legality of the securities covered by that supplement. The filing does not state the amount, price or type of securities being offered, and it contains no financial results.
Prospectus supplement filed July 9, 2026 under Form S-3 registration No. 333-285742.
Wilson Sonsini Goodrich & Rosati legality opinion attached as Exhibit 5.1, with consent as Exhibit 23.1.
The filing was made solely to file the opinion; no offering size or pricing is disclosed here.
At its June 25, 2026 annual meeting, Marvell stockholders re-elected all seven director nominees to one-year terms, approved the advisory say-on-pay vote on executive compensation, and ratified Deloitte & Touche LLP as auditor for fiscal 2027. Stockholders did not approve a proposal to implement an independent board chairman. The company also declared a quarterly dividend of $0.06 per share, payable July 30, 2026 to holders of record as of July 10, 2026.
Quarterly dividend of $0.06 per share, payable July 30, 2026 to stockholders of record as of July 10, 2026
Independent board chairman proposal not approved: 215,860,927 for and 369,216,217 against
Say-on-pay proposal approved: 327,552,779 for and 258,555,897 against
Deloitte & Touche LLP ratified as auditor for fiscal year ending January 30, 2027: 706,475,236 for and 2,920,281 against
Marvell said CFO Willem Meintjes will resign effective June 15, 2026, and will remain available in an advisory role through April 17, 2027. Dan Durn, a board member and Audit Committee chair, resigned from the board and was appointed CFO effective the same date, and the company reaffirmed its second quarter fiscal 2027 outlook given on May 27, 2026.
Meintjes has been CFO since January 2023; the filing says his decision is not the result of any disagreement with the company.
Durn, 59, was CFO of Adobe Inc. from October 2021 to June 2026 and previously held CFO roles at Applied Materials, NXP Semiconductors and GlobalFoundries.
Durn's pay includes an $850,000 base salary, a 120% target annual incentive and a $1,000,000 one-time sign-on bonus, plus four grants of 25,877 RSUs each.
The company reaffirmed its fiscal 2027 second quarter outlook, as provided on May 27, 2026.
Marvell reported first-quarter fiscal 2027 revenue of $2.418 billion, a record and up 28% from a year earlier, and guided second-quarter revenue to $2.7 billion at the mid-point. GAAP net income fell to $34.5 million, or $0.04 per diluted share, from $177.9 million a year earlier, mainly because of a $250.7 million special item, while non-GAAP diluted EPS rose to $0.80 from $0.62. The company said it is raising its revenue outlook for both fiscal 2027 and fiscal 2028.
Q1 fiscal 2027 net revenue was $2.418 billion, up 28% year over year and $18.0 million above the mid-point of guidance given March 5, 2026
GAAP diluted EPS was $0.04 versus $0.20 a year earlier; non-GAAP diluted EPS was $0.80 versus $0.62
Q2 fiscal 2027 revenue guidance is $2.700 billion, plus or minus 5%, with non-GAAP diluted EPS guided to $0.93, plus or minus $0.05
Marvell Technology completed a $1 billion public offering of 5.300% senior notes maturing April 15, 2036, with net proceeds of about $993.5 million. The company says it will use the proceeds mainly to repay debt, including its 1.650% senior notes due 2026, with any remainder for general corporate purposes such as working capital and share repurchases.
Notes: $1,000,000,000 principal, 5.300% annual interest, paid semi-annually from October 15, 2026, maturing April 15, 2036
Net proceeds of approximately $993.5 million after the underwriters' discount, before other expenses
Proceeds earmarked for repaying debt, including the 1.650% senior notes due 2026
Underwriters bought the notes at 99.235% of principal; Wells Fargo Securities, BofA Securities, J.P. Morgan and Mizuho Securities were representatives
Marvell completed the sale of 2,000,000 shares of Series A Convertible Preferred Stock to NVIDIA for $2 billion in cash on March 31, 2026, under a securities purchase agreement. The preferred stock is convertible into a maximum of 21,778,000 common shares, which would increase the share count if converted, and the companies announced a related partnership on NVLink Fusion and silicon photonics.
Aggregate purchase price of $2,000,000,000 paid in cash by NVIDIA for 2,000,000 Series A Preferred shares
Initial conversion price of approximately $91.8355 per common share, with a maximum of 21,778,000 common shares issuable on conversion
Each preferred share has a stated value of $1,000; holders have no preemptive or redemption rights
Certificate of Designation filed with the Delaware Secretary of State on March 31, 2026; the shares were sold in a private placement
Marvell Technology's Board declared a quarterly dividend of $0.06 per share, payable April 30, 2026 to stockholders of record as of April 10, 2026. The filing is a routine capital return announcement and does not include financial results or changes to guidance.
Quarterly dividend of $0.06 per share declared on March 19, 2026
Payable April 30, 2026 to stockholders of record as of April 10, 2026
Future dividends depend on results, cash balances, financial condition and Board discretion
Marvell Technology filed a prospectus supplement to its automatic shelf registration statement on Form S-3 on March 19, 2026. The 8-K was filed to attach a legal opinion from Wilson Sonsini Goodrich & Rosati on the legality of the securities covered by that supplement. The filing does not state the amount or type of securities, so it does not by itself show a financial result or a change in the company's operations.
Prospectus supplement filed March 19, 2026 under Form S-3 registration No. 333-285742
Legal opinion from Wilson Sonsini Goodrich & Rosati attached as Exhibit 5.1
Filing made solely to file the legal opinion; no amount of securities is stated in this 8-K
Marvell reported fourth-quarter fiscal 2026 net revenue of $2.219 billion, up 22% from a year earlier and $19.0 million above the midpoint of its December 2, 2025 guidance. GAAP diluted EPS was $0.46 and non-GAAP diluted EPS was $0.80, compared with $0.23 and $0.60 a year earlier. For the first quarter of fiscal 2027, the company expects revenue of $2.400 billion, plus or minus 5%, and non-GAAP diluted EPS of $0.79, plus or minus $0.05, including the expected results of the Celestial AI and XConn Technologies acquisitions.
Q4 fiscal 2026 net revenue was $2.219 billion, up 22% year over year; data center revenue was $1.651 billion, up 21%.
Fiscal 2026 net revenue was $8.195 billion, up 42%, and GAAP diluted EPS was $3.07 versus a loss of $1.02 in fiscal 2025.
Q4 GAAP net income was $396.1 million, down from $1.90 billion in the prior quarter, which included a $1.83 billion gain on sale of a business.
Q1 fiscal 2027 outlook: revenue $2.400 billion plus or minus 5%; non-GAAP diluted EPS $0.79 plus or minus $0.05; GAAP diluted EPS $0.31 plus or minus $0.05.
Marvell Technology filed a prospectus supplement to its automatic shelf registration statement on Form S-3 on February 18, 2026. The 8-K was filed only to attach a legality opinion from Wilson Sonsini Goodrich & Rosati covering the securities in that supplement. The filing does not state the amount, type, or price of securities offered.
Prospectus supplement filed February 18, 2026 under Form S-3 Registration No. 333-285742
Filing made solely to attach Exhibit 5.1, a legality opinion from Wilson Sonsini Goodrich & Rosati
Exhibit 23.1 consent from Wilson Sonsini is included within Exhibit 5.1
Marvell Technology filed a prospectus supplement to its automatic shelf registration statement on Form S-3 on February 6, 2026, covering the issuance and sale of securities. The 8-K was filed only to attach a legal opinion from Wilson Sonsini Goodrich & Rosati on the legality of those securities, so the filing does not state the amount, type, or price of any securities.
Prospectus supplement filed February 6, 2026 under Registration No. 333-285742 (Form S-3 automatic shelf).
Legal opinion from Wilson Sonsini Goodrich & Rosati attached as Exhibit 5.1, with consent as Exhibit 23.1.
Filing states no offering size, security type, or price; it is administrative in purpose.
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