Marvell Technology Finalizes Celestial AI Acquisition, Issues 24.6M Shares and Assumes Options

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This 8-K/A filing confirms the completion of Marvell Technology's acquisition of Celestial AI, a strategic move to enhance its optical interconnect technology for AI and cloud data centers. The filing provides the definitive number of shares issued, which was previously approximate, and details the financial implications. While the acquisition is strategically positive, it involves significant dilution through the issuance of 24.6 million unregistered shares and the assumption of approximately 3 million options, representing over 3% of Marvell's outstanding shares. Additionally, the company's cash balance was reduced by $1 billion, and there's a substantial potential earnout of up to $2.25 billion tied to Celestial AI's future revenue milestones. Investors should monitor Celestial AI's integration and its contribution to Marvell's revenue, which is projected to reach a $1 billion annualized run rate by Q4 fiscal year 2029.

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• Acquisition Completed

  Marvell Technology, Inc. has finalized its previously announced acquisition of Celestial AI, Inc., a pioneer in optical interconnect technology, as of February 2, 2026. This follows the initial announcement on December 2, 2025.

• Significant Share Issuance

  The company issued 24,601,976 unregistered shares of common stock at closing and assumed approximately 3 million Celestial options, leading to a notable increase in diluted weighted-average shares outstanding.

• Cash Balance Reduction

  The acquisition reduced Marvell's cash balance by $1 billion, impacting expected interest income in future fiscal periods.

• Substantial Earnout Potential

  Marvell may issue additional shares valued up to $2.25 billion upon Celestial AI achieving certain revenue milestones, with the full earnout contingent on cumulative revenue exceeding $2.0 billion by the end of fiscal year 2029.

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This 8-K/A filing confirms the completion of Marvell Technology's acquisition of Celestial AI, a strategic move to enhance its optical interconnect technology for AI and cloud data centers. The filing provides the definitive number of shares issued, which was previously approximate, and details the financial implications. While the acquisition is strategically positive, it involves significant dilution through the issuance of 24.6 million unregistered shares and the assumption of approximately 3 million options, representing over 3% of Marvell's outstanding shares. Additionally, the company's cash balance was reduced by $1 billion, and there's a substantial potential earnout of up to $2.25 billion tied to Celestial AI's future revenue milestones. Investors should monitor Celestial AI's integration and its contribution to Marvell's revenue, which is projected to reach a $1 billion annualized run rate by Q4 fiscal year 2029.