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Marvell Technology logoMarvell Technology MRVL

On December 2, 2025, Marvell Technology announced it entered into a definitive agreement to acquire Celestial AI Inc. The acquisition is subject to customary closing conditions.

8-KOther EventsFiled Period of report Summary published (UTC)

Key points

AI summary
  1. On December 2, 2025, Marvell Technology announced it entered into a definitive agreement to acquire Celestial AI Inc. The acquisition is subject to customary closing conditions.

  2. The company entered into a Transaction Agreement with Amazon.com, Inc. and issued to Amazon a warrant to acquire up to 1,045,171 shares of Company common stock.

  3. The company said the Warrant Shares vest based on Amazon's purchases of photonic fabric products through December 31, 2030, and the Warrant 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 $87.0029.

  4. The company said the Transaction Agreement includes customary representations, warranties and covenants of the parties and sets forth certain provisions relating to Amazon's equity interest in the Company. It added that 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.

Summary

AI-written

Analysis scope · Filing bodyWe analyzed the filing body and confirmed exhibits. This is not a review of other exhibits, investor presentations or the full earnings call.

Definitive Agreement to Acquire Celestial AI Inc.

On December 2, 2025, Marvell Technology announced it entered into a definitive agreement to acquire Celestial AI Inc. The acquisition is subject to customary closing conditions.

Source · Based on the filing body and exhibits

Warrant Issued to Amazon

The company entered into a Transaction Agreement with Amazon.com, Inc. and issued to Amazon a warrant to acquire up to 1,045,171 shares of Company common stock.

Source · Based on the filing body and exhibits

Warrant Vesting and Exercise Terms

The company said the Warrant Shares vest based on Amazon's purchases of photonic fabric products through December 31, 2030, and the Warrant 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 $87.0029.

Source · Based on the filing body and exhibits

Transaction Agreement Provisions and Unregistered Issuance

The company said the Transaction Agreement includes customary representations, warranties and covenants of the parties and sets forth certain provisions relating to Amazon's equity interest in the Company. It added that 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.

Source · Based on the filing body and exhibits

AI summarized the filing and translated the summary into English; it may differ from the original. For reference only, not investment advice. AI translated the published Korean report into English. Figures are copied as filed, not recalculated.

Original filing

The filing as submitted to SEC EDGAR. You can check the figures and statements of this summary against it.

Source: SEC EDGAR (U.S. Securities and Exchange Commission). Item captions are the SEC's. The summary is for reference only and is not investment advice.