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: April 7, 2025

(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<br>of incorporation)	(Commission<br> <br>File Number)	(IRS Employer<br>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)
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☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading<br>Symbol(s)	Name of each exchange<br> <br>on which registered
Common Stock	MRVL	The Nasdaq Stock Market, LLC

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.

On April 7, 2025, Marvell Technology, Inc. (the “Company”) announced that it had entered into an Asset Purchase Agreement (the “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 will license certain intellectual property to the Buyer in connection with the transferred business and provide certain temporary transition services following completion of the Transaction. The Transaction has been approved by the Company’s Board of Directors and is expected to close within calendar year 2025, subject to customary closing conditions and regulatory approvals.

A copy of the press release 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 April 7, 2025
104	Cover Page Interactive Data File (the cover page XBRL tags are embedded within the Inline XBRL document)

Cautionary Statement Regarding Forward Looking Statements

This Form 8-K includes 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 indicated in such forward-looking statements, including but not limited to: the ability of the parties to consummate the proposed transaction and the satisfaction of the conditions precedent to consummation of the proposed transaction, including the ability to secure regulatory approvals at all or in a timely manner. 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 the Company’s Annual Reports on Form 10-K, filed on March 12, 2025, Quarterly Reports on Form 10-Q and other documents filed by the Company from time to time with the Securities and Exchange Commission. Forward-looking statements speak only as of the date they are made. The Company does not assume any obligation to update or revise any such forward-looking statements, whether as a result of new information, future events or otherwise.

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.

	MARVELL TECHNOLOGY, INC.
Date: April 7, 2025	By:	/s/ Mark Casper
		Mark Casper
		EVP, Chief Legal Officer and Secretary

EX-99.1

Exhibit 99.1

Marvell to Sell Automotive Ethernet Business to Infineon for

$2.5 Billion in Cash

Delivers Compelling Financial Returns for Marvell Shareholders

SANTA CLARA, Calif., April 7, 2025 — Marvell Technology, Inc**.** (NASDAQ: MRVL), a leader in data infrastructure semiconductor solutions, today announced that it has entered into a definitive agreement under which Infineon Technologies AG (“Infineon”) will acquire Marvell’s Automotive Ethernet business in an all-cash transaction valued at $2.5 billion. This business in fiscal 2026 is expected to generate revenue in the range of $225-250 million. The acquisition includes Marvell’s Brightlane^®^ Automotive Ethernet portfolio and related assets. This transaction has been approved by Marvell’s Board of Directors, and is expected to close within calendar year 2025, subject to customary closing conditions and regulatory approvals.

“Marvell has transformed itself into a leading data infrastructure solutions provider, with the data center end market driving 75% of consolidated revenue in the fiscal fourth quarter of 2025,” said Matt Murphy, Chairman and CEO of Marvell. “We are immensely proud of the progress we have made in organically growing our Automotive Ethernet business. We believe this transaction delivers the strongest financial return for Marvell shareholders, given its compelling valuation. With Infineon’s optimized platform for automotive applications, we are confident the Automotive Ethernet business is well positioned for continued growth and success.”

Marvell plans to discuss the transaction on its upcoming conference call to review its first quarter of fiscal 2026 financial results, which is scheduled for Thursday, May 29, 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 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 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.

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

Senior Vice President, Investor Relations

408-222-0777

ir@marvell.com

Media

pr@marvell.com

FGS Global

212-687-8080

Marvell@fgsglobal.com