Marvell closes Celestial AI acquisition; issues ~24.6M shares, projects $500M revenue run-rate by Q4 FY28

Marvell Technology, Inc.

Closed acquisition of Celestial AI on Feb 2, 2026; issued 24,601,976 unregistered shares.
Assumed ~3.0M Celestial options; potential earnout up to $2.25B (first milestone: cumulative revenue ≥$500M by FY2029 end).
Full earnout paid if cumulative revenue exceeds $2.0B by end of FY2029.
Expects initial revenue H2 FY2028; $500M annualized run-rate Q4 FY2028, doubling to $1B Q4 FY2029.
Adds ~$50M annual non-GAAP OpEx; cash down $1B reducing interest income ~$38M/yr; diluted shares +27M.

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