Marvell Technology files 8-K: unregistered sale of equity, amendments to bylaws, Regulation FD disclosure

Item 3.02 Unregistered Sales of Equity Securities.

On March 31, 2026, Marvell Technology, Inc. (the “Company”) completed the issuance and sale of 2,000,000 shares of the Company’s Series A Convertible Preferred Stock, par value $0.002 per share (the “Series A Preferred Stock”), to NVIDIA Corporation (“NVIDIA”), pursuant to a Securities Purchase Agreement, dated as of March 31, 2026 (the “Purchase Agreement”), between NVIDIA and the Company. The shares of Series A Preferred Stock were sold for an aggregate purchase price of $2,000,000,000.00 in cash (the “Transaction”) and are initially convertible in the aggregate into a maximum of 21,778,000 shares of the Company’s common stock, par value $0.002 per share (the “Common Stock”). The shares of Series A Preferred Stock were issued and sold to NVIDIA in a private placement relying upon the exemption provided by Section 4(a)(2) of the Securities Act of 1933 as a transaction not involving a public offering.

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

On March 31, 2026, the Company filed a Certificate of Designation with the Secretary of State of the State of Delaware (the “Certificate of Designation”) in connection with the Transaction. The Certificate of Designation provides for the issuance of up to 2,000,000 shares of Series A Preferred Stock. The following is a description of the material terms of the Certificate of Designation.

Conversion. Each share of Series A Preferred Stock has an initial stated value of $1,000 and will convert into shares of Common Stock at an initial conversion price of approximately $91.8355 per share of Common Stock. The Series A Preferred Stock will be convertible (i) at the option of the holder, subject to, if applicable, the expiration or termination of any applicable waiting period (or any extension thereof) under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, and the rules and regulations promulgated thereunder or (ii) automatically immediately before the closing of a bona fide sale of the Series A Preferred Stock to the Company or a non-affiliate of NVIDIA.

Dividends . Each holder of Series A Preferred Stock will be entitled to receive dividends in the same manner as holders of Common Stock, as determined on an as-converted basis, as if all outstanding shares of Series A Preferred Stock have converted pursuant to the terms of the Certificate of Designation as of immediately prior to the record date of the applicable dividend.

Voting Rights . Other than with respect to the election of directors, for which the Series A Preferred Stock will not be entitled to vote, holders of Series A Preferred Stock will vote together with holders of the Common Stock on an as-converted basis. The Company may not alter or change adversely the powers, preferences or rights of the Series A Preferred Stock or alter or amend the Certificate of Designation without the affirmative vote or consent of a majority of the outstanding shares of Series A Preferred Stock.

Dissolution, Liquidation or Winding Up . In connection with a dissolution, liquidation or winding up of the Company, distributions to the stockholders of the Company will be made among the holders of Series A Preferred Stock and Common Stock pro rata in proportion to number of shares held by each such holder. All shares of Series A Preferred Stock will be treated as if they had been converted to Common Stock pursuant to the terms of the Certificate of Designation immediately prior to such event.

No Preemptive or Redemption Rights . The holders of Series A Preferred Stock have no preemptive or redemption rights.

The foregoing description of the Series A Preferred Stock does not purport to be complete and is qualified in its entirety by reference to the Certificate of Designation, which is filed with this report as Exhibit 3.1 and is incorporated herein by reference.

The joint press release, dated March 31, 2026, by the Company and NVIDIA, announcing, among other things, the private placement pursuant to the Purchase Agreement, is furnished as Exhibit 99.1 to this Current Report on Form 8-K.

NVIDIA AI Ecosystem Expands as Marvell Joins Forces Through NVLink

Fusion

Collaboration Delivers Greater Choice and Flexibility for Customers and Fully Compatible with

NVIDIA AI Infrastructure SANTA CLARA, Calif. – March 31, 2026 – NVIDIA and Marvell Technology, Inc. (NASDAQ: MRVL) today announced a strategic partnership to connect Marvell to the NVIDIA AI factory and AI-RAN ecosystem through NVIDIA NVLink Fusion™ offering customers building on NVIDIA architectures greater choice and flexibility in developing next-generation infrastructure. The companies will also collaborate on silicon photonics technology.

In addition, NVIDIA has invested $2 billion in Marvell.

The partnership builds on NVIDIA NVLink Fusion, a rack-scale platform that enables customers to develop semi-custom AI infrastructure using the NVIDIA NVLink™ ecosystem. Marvell will provide custom XPUs and NVLink Fusion compatible scale-up networking, while NVIDIA will provide the supporting technologies, including Vera CPU, ConnectX® NICs, Bluefield® DPUs, NVLink interconnect and Spectrum-X ™ switches, and the rack-scale AI compute.

For customers developing custom XPUs, NVLink Fusion enables a heterogeneous AI infrastructure fully compatible with NVIDIA systems, allowing seamless integration with NVIDIA GPU, LPU, networking and storage platforms while leveraging NVIDIA’s rich technology stack global supply chain ecosystem.

The companies will also partner to transform the world’s telecommunication network into AI infrastructure with NVIDIA Aerial AI-RAN for 5G/6G, and advance world-class networking for AI, including advanced optical interconnect solutions and silicon photonics technology.

“The inference inflection has arrived. Token generation demand is surging, and the world is racing to build AI factories,” said Jensen Huang, founder and CEO of NVIDIA. “Together with Marvell, we are enabling customers to leverage NVIDIA’s AI infrastructure ecosystem and scale to build specialized AI compute.”

“Our expanded partnership with NVIDIA reflects the growing importance of high-speed connectivity, optical interconnect and accelerated infrastructure in scaling AI,” said Matt Murphy, Chairman and CEO of Marvell. “By connecting Marvell’s leadership in high-performance analog, optical DSP, silicon photonics and custom silicon to NVIDIA’s expanding AI ecosystem through NVLink

Fusion, we are enabling customers to build scalable, efficient AI infrastructure.”