Form 8-K - Current report

0001835632false00018356322024-12-022024-12-02

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

_________________________

FORM 8-K

_________________________

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of Report: DECEMBER 2, 2024

(Date of earliest event reported)

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MARVELL TECHNOLOGY, INC.

(Exact name of registrant as specified in its charter)

 _________________________

Delaware

001-40357

85-3971597

(State or other jurisdiction of incorporation)

(Commission File Number)

(IRS Employer Identification No.)

1000 N. West Street, Suite 1200

Wilmington, Delaware 19801

(Address of principal executive offices, including Zip Code)

[phone]

(Registrant’s telephone number, including area code)

_________________________

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐			Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐			Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐			Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐			Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading Symbol

Name of each exchange on which registered

Common Stock

MRVL

The Nasdaq Global Select Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).                    Emerging growth company    ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.    ¨

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Item 7.01 Regulation FD Disclosure.

The information in Item 7.01 of this Current Report, including the accompanying Exhibit 99.1, is being furnished and shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of Section 18. The information in Item 7.01 of this Current Report shall not be incorporated by reference into any registration statement or other document filed pursuant to the Securities Act of 1933, as amended (the “Securities Act”), or the Exchange Act, regardless of any general incorporation language contained in such filing.

On December 2, 2024, Marvell Technology, Inc. (together with its affiliates collectively, the “Company”) issued a press release announcing an expanded strategic collaboration with the Customer (as defined below). A copy of the press release is furnished herewith as Exhibit 99.1.

Item 8.01 Other Events.

On December 2, 2024, the Company announced that it has expanded its strategic collaboration with Amazon Web Services (collectively with its affiliates “Customer”), and in connection therewith the Company and the Customer entered into a Warrant and related Transaction Agreement under which, among other things, the Company agreed to issue to an affiliate of the Customer (“Warrantholder”), a warrant (the “Warrant”) to acquire up to 4,180,683 shares (the “Warrant Shares”) of Company common stock. Approximately 3.9 million Warrant Shares vest based on Company revenue through January 5, 2030 from Customer purchases of Company products, indirectly or directly, of which approximately 2.7 million Warrant Shares are for revenue from the Company’s custom artificial intelligence products and approximately 1.2 million Warrant Shares are for revenue from the Company’s other products. The balance of the Warrant Shares either vested upon issuance of the Warrant or are subject to time-based vesting.

Subject to certain conditions, including vesting, the Warrant has a seven-year term and may be exercised, in whole or in part and for cash or on a net exercise basis, at any time before December 2, 2031, at a purchase price per share of Common Stock equal to $87.7706 (the “Exercise Price”). The Exercise Price and the Warrant Shares issuable are subject to customary antidilution adjustments.

The Transaction Agreement includes customary representations, warranties and covenants of the parties and sets forth certain provisions relating to Warrantholder’s equity interest in the Company.

The Warrant and the Warrant Shares have not been registered under the Securities Act, in reliance on 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 promulgated thereunder.

Item 9.01    Financial Statements and Exhibits.

    

(d)    Exhibits.

99.1    Press Release dated December 2, 2024, titled “Marvell Expands Strategic Collaboration with AWS to Enable Accelerated Infrastructure for AI in the Cloud”

104    Cover Page Interactive Data File (the cover page XBRL tags are embedded within the Inline XBRL document)

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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, 2024			By:			/s/ Mark Casper
						Mark Casper
						EVP, Chief Legal Officer and Secretary

Marvell Expands Strategic Collaboration with AWS to Enable Accelerated Infrastructure for AI in the Cloud • AWS expands supplier relationship with Marvell for AI and data center connectivity products. • Marvell expands relationship with AWS for electronic design automation (EDA) in the cloud to deliver its silicon solutions. SANTA CLARA, Calif. – December 2, 2024– Marvell Technology, Inc. (NASDAQ: MRVL), a leader in data infrastructure semiconductor solutions, announced today the expansion of their strategic relationship with Amazon Web Services (AWS) through a five-year, multi-generational agreement that includes collaboration across multiple AWS products and the use of AWS cloud infrastructure, underscoring their shared commitment to driving innovation and excellence in accelerated infrastructure. This agreement covers a broad range of data center semiconductors from Marvell, including the supply of custom AI products, optical digital signal processors (DSPs), active electrical cable (AEC) DSPs, PCIe retimers, data center interconnect (DCI) optical modules and Ethernet switching silicon solutions. Marvell’s pioneering role in essential silicon technologies enhances AWS to continue to advance their data center compute, networking and storage offerings, allowing AWS and their customers to achieve greater efficiency, lower total cost of ownership, and faster time to market. Marvell has embraced a cloud-first approach by collaborating with AWS for electronic design automation (EDA) in the cloud. This relationship enables Marvell to accelerate silicon design with the advanced and scalable compute capabilities of AWS. The bursty nature of advanced node silicon design workloads is optimally addressed by the virtually unlimited scale and elasticity enabled by AWS compute infrastructure. By leveraging AWS’s capabilities, Marvell will parallelize additional design tasks, empowering its engineering teams with greater infrastructure resources and flexibility to handle dynamic compute requirements and accelerate time-to-market for its products. “Strengthening our partnership with AWS marks a significant milestone for Marvell, deepening our long-standing relationship in cloud computing and data center semiconductors.” said Matt Murphy, Chairman and CEO at Marvell. “AWS's EDA solutions will help Marvell rapidly and securely scale our silicon design process and capabilities to deliver industry-leading accelerated infrastructure with best-in-class time to market.” “Building a cost and power efficient cloud at the scale that only AWS can deliver begins with leading-edge semiconductors designed to meet the demanding infrastructure needs of our customers,” said Matt Garman, CEO at AWS. “Our expanded collaboration with Marvell enables

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us to deploy our comprehensive semiconductor portfolio and specialized networking hardware to advance our mission to provide the industry’s most robust and scalable cloud and AI services to our customers” About Marvell To deliver the data infrastructure technology that connects the world, we’re building solutions on the most powerful foundation: our partnerships with our customers. Trusted by the world’s leading technology companies for over 25 years, we move, store, process and secure the world’s data with semiconductor solutions designed for our customers’ current needs and future ambitions. Through a process of deep collaboration and transparency, we’re ultimately changing the way tomorrow’s enterprise, cloud, automotive, and carrier architectures transform—for the better. ### Marvell and the M logo are trademarks of Marvell or its affiliates. Please visit www.marvell.com for a complete list of Marvell trademarks. Other names and brands may be claimed as the property of others. For further information, contact: Kim Markle [e-mail]

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Cover Page	Dec. 02, 2024
Cover [Abstract]
Document Type	8-K
Document Period End Date	Dec. 02, 2024
Entity Registrant Name	MARVELL TECHNOLOGY, INC.
Entity Central Index Key	0001835632
Amendment Flag	false
Entity Incorporation, State or Country Code	DE
Entity File Number	001-40357
Entity Tax Identification Number	85-3971597
Entity Address, Address Line One	1000 N. West Street
Entity Address, Address Line Two	Suite 1200
Entity Address, City or Town	Wilmington
Entity Address, Postal Zip Code	19801
City Area Code	302
Local Phone Number	295-4840
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Entity Emerging Growth Company	false
Title of 12(b) Security	Common Stock
Trading Symbol	MRVL
Security Exchange Name	NASDAQ
Entity Address, State or Province	DE

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