Marvell raises $2B from NVIDIA in strategic convertible preferred stock investment

The preferred stock was sold through a private placement to NVIDIA without SEC registration, using the Section 4(a)(2) exemption for transactions not involving a public offering. This means the securities are restricted and cannot be freely traded without registration or another exemption.

Marvell created a new class of preferred stock by filing a Certificate of Designation with Delaware. The company can now issue up to 2 million shares of Series A Preferred Stock in connection with an unspecified transaction. This represents a new equity instrument that could be used for financing, acquisitions, or strategic partnerships.

Each preferred share has a $1,000 stated value and converts to common stock at approximately $91.84 per share, meaning each preferred share converts to roughly 10.89 common shares. The conversion can occur at the holder's option (subject to antitrust clearance) or automatically before a sale to the Company or a non-NVIDIA affiliate. This conversion feature could result in dilution to existing common shareholders if the preferred stock is issued and converted.

Preferred stockholders receive dividends on an as-converted basis, meaning they get the same per-share dividend as common stockholders would receive on the equivalent number of common shares. For voting, preferred holders vote with common stockholders on an as-converted basis for all matters except director elections, where they have no vote. This structure treats preferred holders economically like common shareholders while limiting their governance rights.

The conversion terms specifically reference NVIDIA, suggesting this preferred stock may be issued to NVIDIA or one of its affiliates as part of the referenced transaction. The automatic conversion trigger before a sale to a non-NVIDIA affiliate indicates NVIDIA may have special status in this arrangement. The HSR antitrust waiting period requirement suggests a transaction of significant size requiring regulatory review.

Marvell disclosed a private placement transaction with NVIDIA through a joint press release dated March 31, 2026. The details of this private placement are contained in the Purchase Agreement referenced in the press release furnished as Exhibit 99.1. The 8-K itself does not provide specifics on the size, terms, or purpose of the private placement.

Marvell filed a Certificate of Designation, which typically establishes the rights, preferences, and terms of a new class or series of preferred stock. The specific terms are not disclosed in the 8-K body itself but would be contained in the referenced exhibit.

Marvell and NVIDIA issued a joint press release on March 31, 2026. The nature of the announcement is not disclosed in the 8-K body but the joint nature suggests a potential partnership, collaboration, or business arrangement between the two semiconductor companies. The actual content would be in the attached exhibit.