Marvell Technology, Inc. (NasdaqGS:MRVL) entered into a definitive agreement to acquire Celestial AI Inc. for $6 billion on December 2, 2025. Under the terms of the acquisition, Marvell Technology, Inc. will pay an upfront consideration valued at approximately $3.25 billion, consisting of $1 billion in cash, and approximately 27.2 million shares of Marvell Technology, Inc. common stock, having a value of $2.25 billion. In addition, Marvell Technology, Inc. will pay Celestial AI equity holders incremental contingent consideration in the form of earnout payments of up to approximately 27.2 million shares of Marvell Technology, Inc. upon satisfaction of certain revenue milestones. The first milestone, representing one-third of the earnout consideration, will be achieved if Celestial AI reaches cumulative revenue of at least $500 million by the end of Marvell?s fiscal year 2029. The full earnout would be paid if Celestial AI?s cumulative revenue by the end of Marvell?s fiscal year 2029 exceeds $2 billion. The transaction will be financed with Marvell Technology, Inc.'s cash on hand. Upon completion, David Lazovsky (CEO), Preet Virk (COO), Philip Winterbottom (CTO) to join Marvell Technology, Inc.

The transaction is subject to customary closing conditions and regulatory approvals and is expected to close in the first quarter of calendar 2026. The transaction is accretive to non-GAAP earnings to second half of fiscal year 2028.

Rob Ishii, Ethan Lutske, Ross Tanaka, Allison Spinner, and Jeana Kim of Wilson Sonsini Goodrich & Rosati, P.C. acted as legal advisor to Marvell Technology, Inc. Citigroup Inc. acted as exclusive financial advisor to Marvell Technology, Inc. Mark Bekheit, Jim Morrone, James Metz, Grace M. Lee, Joshua Holian, Patrick English, Robert Brown, Erin Brown Jones, Andrew Galdes and Richard Kim of Latham & Watkins LLP and Jana Dammann de Chapto of Latham & Watkins DÜSSELDORF acted as legal advisor to Celestial AI Inc. Morgan Stanley acted as exclusive financial advisor to Celestial AI Inc.

Marvell Technology, Inc. (NasdaqGS:MRVL) completed the acquisition of Celestial AI Inc. on February 2, 2026. As part of the consideration, Marvell Technology, Inc. issued 24,601,976 unregistered shares of Common Stock In addition to the issuance of unregistered shares of Common Stock, Marvell Technology, Inc also assumed approximately 3 million Celestial options (on an as-converted to shares of Company Common Stock basis) which will be registered on a Registration Statement on Form S-8 shortly after closing of the Transaction. Marvell Technology, Inc may also issue additional shares of Common Stock, having a value of up to $2.25 billion as of the signing date, upon satisfaction of certain revenue milestones. The first milestone will be achieved if Celestial reaches cumulative revenue of at least $500 million by the end of the Company?s fiscal year 2029. Additional amounts will become payable if cumulative revenue exceeds $500 million but is less than $2 billion. The full earnout would be paid if Celestial?s cumulative revenue by the end of the Company?s fiscal year 2029 exceeds $2 billion. Celestial AI?s technologies and teams will now be a part of Marvell?s Data Center Group, strengthening its end-to-end connectivity capabilities for next-generation AI systems. The acquisition is expected to add approximately $50 million in annual non-GAAP operating expenses to Marvell?s current run rate.