8-K

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: August 14, 2025

(Date of earliest event reported)

MARVELL TECHNOLOGY, INC.

(Exact name of registrant as specified in its charter)

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:

Securities registered pursuant to Section 12(b) of the Act:

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. ☐

On April 7, 2025, Marvell Technology, Inc. (the “Company”) announced that it had entered into an Asset Purchase Agreement with Infineon Technologies AG (the “Buyer”) pursuant to which Buyer will acquire the Company’s automotive ethernet business and related assets in an all-cash transaction valued at $2.5 billion (the “Transaction”). In addition, the Company agreed to license certain intellectual property to the Buyer in connection with the Transaction and to provide certain temporary transition services following completion of the Transaction.

On August 14, 2025, the Company announced that it had completed the Transaction. A copy of the press release announcing the completion of the Transaction is furnished herewith as Exhibit 99.1 and is incorporated by reference herein.

(d) Exhibits.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

EX-99.1

Exhibit 99.1

Marvell Completes Divestiture of Automotive Ethernet Business to Infineon for $2.5 Billion in All-CashTransaction

SANTA CLARA, Calif., August 14, 2025 — Marvell Technology, Inc**.** (NASDAQ: MRVL), a leader in data infrastructure semiconductor solutions, today announced it has completed the sale of its Automotive Ethernet business to Infineon Technologies AG (“Infineon”) for $2.5 billion in an all-cash transaction.

The transaction closed eleven days into Marvell’s third quarter of fiscal 2026, during which the Automotive Ethernet business contributed mid-single-digit millions of dollars in revenue. Effective August 15, 2025, Marvell’s financial results will no longer include contributions from the Automotive Ethernet business.

As previously disclosed in Marvell’s April 7, 2025 announcement of the definitive agreement, the Automotive Ethernet business was expected to contribute between $225 million and $250 million in revenue during fiscal 2026.

Marvell does not expect the transaction to have a material impact on its non-GAAP earnings per share.

As announced on August 4, 2025, Marvell will host a conference call to review its second quarter fiscal 2026 financial results and provide third quarter guidance on Thursday, August 28, 2025, at 1:45 p.m. Pacific Time.

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 30 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 M logo are trademarks of Marvell or its affiliates. Please visit www.marvell.com for a complete list of Marvell trademarks. Other names and brands may be claimed as the property of others.

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. Forward-looking statements include, without limitation, any statement that may predict, forecast, indicate or imply future events, results or achievements. Actual events, results or achievements may differ materially from those contemplated in this press release. Forward-looking statements are only predictions and are subject to risks, uncertainties and assumptions that are difficult to predict, including those described in the “Risk Factors” section of our Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q and other documents filed by us from time to time with the SEC. Forward-looking statements speak only as of the date they are made. Readers are cautioned not to put undue reliance on forward-looking statements, and no person assumes any obligation to update or revise any such forward-looking statements, whether as a result of new information, future events or otherwise.

For further information, contact:

Investors

Ashish Saran

ir@marvell.com

Media

Kim Markle

pr@marvell.com