Published
## Filings that contain financial statements - **8-K, August 27, 2026 (accession 0001835632-26-000022), Exhibit 99.1** — furnishes Marvell's press release with condensed consolidated statements of operations and balance sheets for the second quarter of fiscal year 2027 (ended August 1, 2026), including comparative three- and six-month periods. - **8-K, May 27, 2026 (accession 0001835632-26-000014), Exhibit 99.1** — furnishes results and financial statements for the first quarter of fiscal year 2027 (ended May 2, 2026). - **8-K, March 5, 2026 (accession 0001835632-26-000006), Exhibit 99.1** — furnishes results and financial statements for the fourth quarter and full fiscal year 2026 (ended January 31, 2026). - **8-K, December 2, 2025 (accession 0001835632-25-000193), Exhibit 99.1** — furnishes results and financial statements for the third quarter of fiscal year 2026 (ended November 1, 2025). ## Mergers and acquisitions **Celestial AI, Inc. — signed December 2, 2025, closed February 2, 2026.** Marvell entered into a definitive agreement to acquire Celestial AI, a developer of Photonic Fabric optical interconnect technology for AI data center connectivity, for upfront consideration of approximately $3.25 billion — about $1.0 billion in cash and roughly 27.2 million shares of Marvell common stock valued at approximately $2.25 billion. Sellers are also eligible for contingent consideration of up to an additional approximately 27.2 million shares (about $2.25 billion in value) tied to Celestial AI cumulative revenue milestones through the end of Marvell's fiscal year 2029. In connection with the transaction, Marvell issued a warrant to Amazon.com, Inc. to acquire up to 1,045,171 shares of Marvell common stock at an exercise price of $87.0029 per share, vesting based on Amazon's purchases of photonic fabric products through December 31, 2030 (8-K, December 2, 2025, accessions 0001193125-25-305289 and 0001193125-25-305271). These are the terms as announced; the final consideration and the earnout share cap as recorded on closing appear in the 10-K/10-Q discussed below. Marvell announced completion of the acquisition on February 2, 2026 (8-K/A, accession 0001193125-26-032861), issuing 24,601,976 unregistered shares of common stock at closing and assuming approximately 3.0 million Celestial stock options. Marvell said the deal would add roughly $50 million in annual non-GAAP operating expenses, reduce its cash balance by $1.0 billion, cut annual other income by about $38 million, and increase diluted weighted-average shares outstanding by approximately 27 million shares. **XConn Technologies Holdings, Ltd. — closed February 10, 2026.** Marvell completed the acquisition of XConn Technologies Holdings, Ltd., a provider of advanced PCIe and CXL switching silicon, paying approximately $280.0 million in cash and issuing approximately 2.1 million shares of Marvell common stock at closing. The Annual Report on Form 10-K for fiscal 2026 describes the closing payment as approximately $280.0 million in cash and approximately 2.1 million shares of common stock, while the Quarterly Report on Form 10-Q's purchase-price allocation records cash consideration of $272.1 million within total purchase consideration of $469.0 million. The deal expands Marvell's switching portfolio and augments its Ultra Accelerator Link (UALink) scale-up switch team. This transaction was disclosed in Marvell's Annual Report on Form 10-K for fiscal 2026 (filed March 11, 2026, accession 0001835632-26-000011) and in the Quarterly Report on Form 10-Q for the quarter ended August 1, 2026 (filed August 28, 2026, accession 0001835632-26-000025); no standalone Current Report on Form 8-K was filed for this transaction. ## Earnings and guidance - **August 27, 2026 (accession 0001835632-26-000022):** Reported second-quarter fiscal 2027 results — record net revenue of $2.739 billion, up 37% year-over-year, $39.0 million above the midpoint of prior guidance. GAAP net income was $308.0 million ($0.33 diluted EPS); non-GAAP net income was $865.9 million ($0.94 diluted EPS). Operating cash flow was $605.5 million. Management raised its revenue outlook for fiscal 2027 and fiscal 2028 and guided third-quarter fiscal 2027 net revenue to $3.150 billion +/- 5%, citing accelerating data center demand, strong Connectivity demand, and an anticipated acceleration in the Custom business in the second half of fiscal 2027. - **May 27, 2026 (accession 0001835632-26-000014):** Reported first-quarter fiscal 2027 results — record net revenue of $2.418 billion, up 28% year-over-year. GAAP net income was $34.5 million ($0.04 diluted EPS); non-GAAP net income was $718.0 million ($0.80 diluted EPS). Operating cash flow was a record $638.8 million. Results reflected the first quarter to include Celestial AI and XConn, from their respective February 2, 2026 and February 10, 2026 acquisition dates (the quarter began February 1, 2026). Guided second-quarter fiscal 2027 net revenue to $2.700 billion +/- 5% and raised its fiscal 2027/2028 revenue outlook. - **March 5, 2026 (accession 0001835632-26-000006):** Reported fourth-quarter and full fiscal year 2026 results — record Q4 net revenue of $2.219 billion (up 22% year-over-year) and record full-year revenue of $8.195 billion (up 42% year-over-year). Full-year GAAP net income was $2.670 billion ($3.07 diluted EPS); non-GAAP net income was $2.466 billion ($2.84 diluted EPS). Guided first-quarter fiscal 2027 net revenue to $2.400 billion +/- 5%, noting the outlook includes expected contributions from the newly closed Celestial AI and XConn acquisitions. - **December 2, 2025 (accession 0001835632-25-000193):** Reported third-quarter fiscal 2026 results for the period ended November 1, 2025, issued the same day the Celestial AI acquisition was announced. ## Capital markets and capital structure - **August 18, 2026 (accession 0001193125-26-356217):** Marvell and Google LLC entered into a commercial agreement (dated July 29, 2026) expanding their partnership for custom semiconductor products tied to Google's TPU ecosystem, spanning AI inference accelerators, storage controllers, network interface controllers, memory interface controllers, and near-memory compute. In connection with the agreement, Marvell issued Google a warrant to purchase up to 58,970,907 shares of common stock at an exercise price of $206.58 per share. Of these, 1,360,867 shares vest quarterly over the first year; the remainder vest based on Google's discretionary Custom Products purchases in 240 tranches (one tranche per $500 million of revenue) through fiscal year 2033. The warrant is exercisable through August 18, 2033. - **April 15, 2026 (accession 0001193125-26-157134):** Marvell completed a public offering of $1.0 billion aggregate principal amount of 5.300% Senior Notes due 2036, issued under a Fifth Supplemental Indenture to its 2021 base indenture. Net proceeds of approximately $993.5 million are earmarked for debt repayment, including the company's 1.650% senior notes due 2026, with any remainder for general corporate purposes. - **March 31, 2026 (accession 0001193125-26-134462):** Marvell completed the sale of 2,000,000 shares of newly created Series A Convertible Preferred Stock to NVIDIA Corporation for an aggregate purchase price of $2.0 billion in a private placement. The preferred stock is convertible into a maximum of 21,778,000 shares of common stock at an initial conversion price of approximately $91.8355 per share, votes with common stock on an as-converted basis (except for director elections), and participates in dividends on an as-converted basis. Marvell and NVIDIA issued a joint press release announcing the transaction the same day. - **July 9, 2026, March 19, 2026, February 18, 2026, and February 6, 2026 (accessions 0001193125-26-299843, 0001193125-26-115987, 0001193125-26-055923, and 0001193125-26-040202):** A series of Current Reports filed solely to furnish legal opinions relating to prospectus supplements filed under Marvell's automatic shelf registration statement (Form S-3, Registration No. 333-285742), reflecting ongoing capital-markets activity under that shelf, including the April 2026 notes offering. ## Dividends Marvell's Board of Directors declared quarterly cash dividends of $0.06 per share of common stock (including preferred stock on an as-converted basis where applicable) on the following dates, disclosed in Current Reports on Form 8-K: - June 25, 2026 (accession 0001628280-26-045564), paid July 30, 2026 to holders of record July 10, 2026. - March 19, 2026 (accession 0001628280-26-019851), paid April 30, 2026 to holders of record April 10, 2026. - December 12, 2025 (accession 0001628280-25-056774), paid January 29, 2026 to holders of record January 9, 2026. ## Governance and leadership - **June 10-11, 2026 (accession 0001193125-26-267688):** Willem Meintjes, Chief Financial Officer since January 2023, resigned effective June 15, 2026 (a resignation not tied to any disagreement with the company). Daniel Durn, previously a Marvell board member and chair of the Audit Committee, resigned from the board effective immediately and was appointed Chief Financial Officer and Executive Vice President effective June 15, 2026. Mr. Durn previously served as CFO of Adobe Inc., Applied Materials, Inc., and NXP Semiconductors N.V. His compensation package includes an $850,000 base salary, a target annual incentive of 120% of base salary, a $1,000,000 sign-on bonus, and four RSU grants of 25,877 shares each (time-based and performance-based). The same filing reaffirmed Marvell's previously issued second-quarter fiscal 2027 financial outlook. - **June 25, 2026 (accession 0001628280-26-045564):** At its Annual Meeting of Stockholders, Marvell's stockholders elected all seven director nominees, approved (on an advisory basis) named executive officer compensation, ratified Deloitte & Touche LLP as independent registered public accounting firm for fiscal year 2027, and rejected a stockholder proposal to require an independent board chairman.