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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_logo.jpg
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.
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, 2024By:/s/ MARK CASPER
Mark Casper
EVP, Chief Legal Officer and Secretary



image_0.jpg
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


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