Form 8-K - Current report

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: March 4, 2024

(Date of earliest event reported)

_________________________

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)

(302) 295-4840

(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. ¨

Item 8.01 Other Events.

The Board of Directors of Marvell Technology, Inc. authorized a $3 billion addition to the balance of its existing stock repurchase program. A copy of the press release issued on March 7, 2024 announcing this authorization is furnished herewith as Exhibit 99.1 and is incorporated by reference herein.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

99.1 Press Release dated March 7 , 2024, titled “Marvell Announces $3 Billion Stock Repurchase Authorizatio n ”

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: March 7, 2024	By:	/s/ MARK CASPER
		Mark Casper
		EVP, Chief Legal Officer and Secretary

Marvell Announces $3 Billion Stock Repurchase Authorization

Santa Clara, Calif. (March 7, 2024) - Marvell Technology, Inc. (NASDAQ: MRVL), a leader in data infrastructure semiconductor solutions, today announced that its Board of Directors has authorized a $3 billion addition to the balance of its existing stock repurchase program, increasing the total current repurchase authority to approximately $3.3 billion. This $3 billion increase is the largest repurchase authorization in our history.

Marvell's existing share repurchase program had approximately $299 million of repurchase authority remaining as of the fiscal year ended February 3, 2024. Under the program authorized by its Board of Directors, Marvell may repurchase stock in the open-market or through privately negotiated transactions. The extent to which Marvell repurchases its stock and the timing of such repurchases will depend upon market conditions and other corporate considerations, as determined by Marvell's management team. The repurchase program may be suspended or discontinued at any time.

Forward-Looking Statements under the Private Securities Litigation Reform Act of 1995

This press release contains forward-looking statements within the meaning of the federal securities laws that involve risks and uncertainties. Words such as "anticipates," "expects," "intends," "plans," "projects," "believes," "seeks," "estimates," "can," "may," "will," "would" and similar expressions identify such forward-looking statements. These statements are not guarantees of results and should not be considered as an indication of future activity or future performance. Actual events or results may differ materially from those described in this press release due to a number of risks and uncertainties, including, but not limited to: the amount, timing and execution of Marvell's stock repurchase program; and other risks detailed in Marvell's SEC filings. For other factors that could cause Marvell's results to vary from expectations, please see the risk factors identified Marvell's Annual Reports on Form 10-K and Quarterly Reports on Form 10-Q as filed with the SEC from time to time. Marvell undertakes no obligation to revise or update publicly any forward-looking statements.

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 Marvell logo are registered trademarks of Marvell and/or its affiliates.

For further information, contact:

Ashish Saran

Senior Vice President, Investor Relations

408-222-0777

ir@marvell.com

Cover Page	Mar. 04, 2024
Cover [Abstract]
Document Type	8-K
Document Period End Date	Mar. 04, 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