{"filing":{"accession_number":"0001193125-26-356217","cik":"0001835632","ticker":"MRVL","company_name":"Marvell Technology, Inc.","form":"8-K","filing_date":"2026-08-19","report_date":"2026-08-18","primary_document":"d412696d8k.htm","primary_document_url":"https://www.sec.gov/Archives/edgar/data/1835632/000119312526356217/d412696d8k.htm"},"events":[{"id":28417,"run_id":25994,"accession_number":"0001193125-26-356217","anchor_item_number":"1.01","event_type":"dilutive_issuance","event_domain":"financial","is_material":true,"confidence":0.82,"summary":"Marvell issued a warrant to Google for up to 58,970,907 shares of common stock at $206.58 per share in connection with a commercial agreement for custom semiconductor products. The warrant vests over time based on time-based tranches and discretionary purchases through fiscal 2033, creating significant dilution potential. This unregistered equity issuance under Section 4(a)(2) exemption represents a material dilutive event affecting shareholder ownership and capital structure.","company_name":"Marvell Technology, Inc.","ticker":"MRVL","filing_date":"2026-08-19","form":"8-K","submitted_at":null,"items":[{"id":30361,"accession_number":"0001193125-26-356217","item_number":"1.01","item_title":"Entry into a Material Definitive Agreement.","event_type":"dilutive_issuance","event_domain":"financial","is_material":true,"confidence":0.75,"reasoning":"Marvell issued a warrant to Google for up to 58,970,907 shares of common stock at $206.58 per share in connection with a commercial agreement for custom semiconductor products. The warrant vests over time based on time-based tranches and discretionary purchases through fiscal 2033, creating significant dilution potential. While the warrant is issued under Section 4(a)(2) exemption (private placement), the sheer size of the potential issuance (nearly 59 million shares) and the strategic nature of the Google partnership make this a material dilutive event that would affect investor assessment of ownership and capital structure.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-08-19T12:25:45.670383+00:00","company_name":"","ticker":null,"filing_date":""},{"id":30362,"accession_number":"0001193125-26-356217","item_number":"3.02","item_title":"Unregistered Sales of Equity Securities.","event_type":"dilutive_issuance","event_domain":"financial","is_material":true,"confidence":0.85,"reasoning":"Item 3.02 explicitly addresses unregistered sales of equity securities, which is the defining characteristic of a dilutive issuance. The incorporation by reference to Item 1.01 (which typically covers material agreements or transactions) suggests a substantive equity transaction. Unregistered equity sales are material to investors as they signal capital raising and potential shareholder dilution.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-08-19T12:25:45.670383+00:00","company_name":"","ticker":null,"filing_date":""}]}],"classifications":[{"id":30361,"accession_number":"0001193125-26-356217","item_number":"1.01","item_title":"Entry into a Material Definitive Agreement.","event_type":"dilutive_issuance","event_domain":"financial","is_material":true,"confidence":0.75,"reasoning":"Marvell issued a warrant to Google for up to 58,970,907 shares of common stock at $206.58 per share in connection with a commercial agreement for custom semiconductor products. The warrant vests over time based on time-based tranches and discretionary purchases through fiscal 2033, creating significant dilution potential. While the warrant is issued under Section 4(a)(2) exemption (private placement), the sheer size of the potential issuance (nearly 59 million shares) and the strategic nature of the Google partnership make this a material dilutive event that would affect investor assessment of ownership and capital structure.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-08-19T12:25:45.670383+00:00","company_name":"Marvell Technology, Inc.","ticker":"MRVL","filing_date":"2026-08-19"},{"id":30362,"accession_number":"0001193125-26-356217","item_number":"3.02","item_title":"Unregistered Sales of Equity Securities.","event_type":"dilutive_issuance","event_domain":"financial","is_material":true,"confidence":0.85,"reasoning":"Item 3.02 explicitly addresses unregistered sales of equity securities, which is the defining characteristic of a dilutive issuance. The incorporation by reference to Item 1.01 (which typically covers material agreements or transactions) suggests a substantive equity transaction. Unregistered equity sales are material to investors as they signal capital raising and potential shareholder dilution.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-08-19T12:25:45.670383+00:00","company_name":"Marvell Technology, Inc.","ticker":"MRVL","filing_date":"2026-08-19"}]}