Marvell Technology, Inc. Completes \$1 Billion Public Offering of 5.300% Senior Notes Due 2036

Key Highlights of the Report

• Marvell Technology, Inc. (“Marvell” or “the Company”) has completed a \$1,000,000,000 public offering of 5.300% Senior Notes due 2036 (“the Notes”).
• The Notes were sold pursuant to Marvell’s shelf registration statement on Form S-3 (No. 333-285742) filed on March 12, 2025.
• The offering was executed through a syndicate of leading financial institutions, with Wells Fargo Securities, LLC, BofA Securities, Inc., J.P. Morgan Securities LLC, and Mizuho Securities USA LLC acting as representatives of the underwriters.
• Net proceeds from the offering will be used as described under “Use of Proceeds” in the prospectus, which typically includes general corporate purposes, refinancing existing debt, or potential acquisitions.
• A Fifth Supplemental Indenture was executed in connection with this Notes issuance.
• The Notes are listed on The Nasdaq Global Select Market under the symbol “MRVL.”

Details of the Note Offering

• Principal Amount: \$1,000,000,000
• Interest Rate: 5.300% per annum
• Maturity: 2036
• Public Offering Date: April 15, 2026
• Lead Underwriters and Allocations:
  • Wells Fargo Securities, LLC: \$160,000,000
  • BofA Securities, Inc.: \$125,000,000
  • J.P. Morgan Securities LLC: \$125,000,000
  • Mizuho Securities USA LLC: \$125,000,000
  • Citigroup Global Markets Inc.: \$60,000,000
  • HSBC Securities (USA) Inc.: \$60,000,000
  • MUFG Securities Americas Inc.: \$60,000,000
  • SMBC Nikko Securities America, Inc.: \$60,000,000
  • Academy Securities, Inc.: \$25,000,000
  • BNP Paribas Securities Corp.: \$25,000,000
  • Goldman Sachs & Co. LLC: \$25,000,000
  • Morgan Stanley & Co. LLC: \$25,000,000
  • Oversea-Chinese Banking Corporation Limited: \$25,000,000
  • PNC Capital Markets LLC: \$25,000,000
  • Scotia Capital (USA) Inc.: \$25,000,000
  • TD Securities (USA) LLC: \$25,000,000
  • U.S. Bancorp Investments, Inc.: \$25,000,000
• The underwriters have agreed to purchase the Notes with the intention to offer them to the market; the spread and pricing are set in the underwriting agreement.
• Marvell has filed all relevant legal opinions and exhibits as part of this offering, and the transaction is backed by a legal opinion confirming the validity of the Notes.

Key Shareholder Considerations and Price Sensitive Information

• Potential Impact on Share Price: The issuance of \$1 billion in new debt affects Marvell’s capital structure, interest expense, and could influence credit ratings. Investors should note the following:
• Use of Proceeds: While the exact use is not specified in the summarized filing, it will be for purposes disclosed in the prospectus, typically growth initiatives, debt repayment, or general corporate purposes. Any significant acquisitions or debt payoff could be price-sensitive depending on subsequent announcements.
• Financial Covenants & Ratings: The company has disclosed no material adverse changes since the last financials and represents that its financial statements and disclosures are in compliance with securities laws. The Notes contain standard covenants, including a “Change of Control Repurchase Event” provision and limitations on liens, which are important for bondholder protection.
• No Dilution to Equity: This is a debt offering, not an equity offering, so there is no immediate dilution to shareholders.
• Credit Rating Event: There is a provision for a “Ratings Event” relating to possible changes in credit rating, which could trigger investor protections and might affect the company’s cost of debt and, indirectly, its stock price.
• No Registration Rights or Broker’s Fees: The company states no third party has registration rights that could result in future share issuance, and there are no side agreements on broker’s fees that would impact earnings.
• Stabilization: The company and underwriters agree not to engage in price stabilization or manipulation activities with respect to the Notes.
• Legal and Regulatory Compliance: The company affirms compliance with all material legal, tax, and regulatory obligations, and discloses no pending material litigation or investigation that could affect the company’s financial position or the offering.

Risk Factors and Forward-Looking Statements

• As with any debt offering, shareholders should consider the increased leverage and fixed financial obligations resulting from the issuance. This could impact Marvell’s flexibility to pursue future investments or weather economic downturns.
• The company believes it will remain in compliance with its covenants and that its internal controls, financial disclosures, and accounting policies are robust and effective.
• There are standard forward-looking statements and risk disclosures, including risks related to macroeconomic conditions, market volatility, and changes in legal or regulatory environment.

Summary

Marvell Technology, Inc.’s completion of a \$1 billion debt offering is a significant capital markets event. The transaction enhances the company’s liquidity, provides flexibility for future initiatives, and reflects institutional investor confidence in Marvell’s creditworthiness. While the increased leverage bears monitoring, management affirms strong financial controls, no material adverse changes, and robust compliance. Investors should closely track any future announcements regarding the use of proceeds, credit ratings actions, or strategic initiatives that could further impact valuation.

Disclaimer: This article is based on filed SEC documents and is intended for informational purposes only. It does not constitute investment advice. Investors should review all filings and consult with their advisors before making investment decisions. The information herein may not reflect subsequent events or company disclosures after the date of the filing.

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