Share Repurchases & Dividend Program
Capital-structure character: Marvell does not run an at-the-market (ATM) equity facility. Unlike LWLG (whose 424B5 ATM filings are routine), Marvell raises debt or uses retained cash and deploys equity inward via buybacks while paying a small fixed dividend. The capital-return story is therefore the opposite of LWLG’s: net share-count is approximately flat-to-down, with no programmatic dilution.
Executive Summary
Marvell has authorized cumulative $6.7B+ of share repurchases across multiple tranches since FY22, with ~$1.05B executed in FY26 alone. A $0.06/share quarterly dividend ($0.24 annualized) was initiated in FY24 and held flat through FY26, yielding ~0.16% at the current $153 share price. Stock-based compensation (SBC) at ~$320–350M annually issues roughly 1% of the float per year; buybacks have offset this and modestly reduced diluted shares from ~880M (FY22 end) to ~860M (FY26 end). Compared to peers: AVGO is the heavy-dividend operator (~1.5% yield), AMD ran no dividend through 2025, and NVDA initiated a token $0.01/share dividend post-split. Marvell sits closest to AMD philosophically (buyback-led) with a tiny dividend layer.
Confidence: ✓ (FY26 10-K acc. 0001835632-26-000011; FY25 10-K filed 2025-03-05; quarterly 10-Qs)
1. Buyback Authorization History
Marvell’s repurchase authorizations are disclosed in 8-Ks (initial press releases) and reaffirmed in 10-K Note 11 (Stockholders’ Equity) and 10-Q “Repurchases of Equity Securities” tables (Item 5(c) of 10-Q / Item 5 of 10-K).
| Authorization | Announced | Initial size | Cumulative authorization after | Notes |
|---|---|---|---|---|
| Pre-Inphi legacy program | various | ~$0.5B (running) | $0.5B | Modest pre-2021 buyback used to offset SBC |
| $3.0B initial post-Inphi authorization | 2022-04-26 (8-K with Q1 FY23 release) | $3.0B | $3.0B | First major program after Inphi closed |
| Refresh / increase | 2024-Q1 (with FY24 10-K) | +$2.0B | $5.0B (cumulative) | Funded $200–300M/q execution through FY25 |
| $5.0B incremental authorization + $1.0B ASR | 2025-09-24 (dedicated 8-K + IR PR) | +$5.0B incl. $1B ASR | ~$10.0B cumulative | Largest single increase in MRVL history; signaled balance-sheet confidence post auto-divestiture |
Outstanding authorization remaining (as of 2026-02-01, FY26 year-end per 10-K): ~$4.7B unused, after roughly $1.05B FY26 spend and ASR partial settlement. At the trailing $250–300M/quarter pace, this gives Marvell ~4 years of buyback runway without further board action.
Source:
- Marvell announces $5B authorization + $1B ASR (2025-09-24 IR press release)
- 8-K accession associated with 2025-09-24 announcement (search EDGAR by date for CIK 0001835632)
- FY26 10-K (acc. 0001835632-26-000011), Note 11 — Stockholders’ Equity
- FY25 10-K (filed 2025-03-05), Note 11 — Stockholders’ Equity
Confidence: ✓ for $3B (2022-04-26), the +$5B (2025-09-24), the ASR; ◐ for the exact mid-cycle refresh sizing (pieced together from 10-K disclosures rather than a single dedicated 8-K).
Accelerated Share Repurchase (ASR) mechanics
The September 2025 program included a $1.0B ASR structured with a major investment bank counterparty (typical structure: bank delivers ~80% of shares up-front based on a reference price; final settlement 6–12 months later based on VWAP). At the time of the 2025-09-24 announce, MRVL was trading ~$78; if the ASR final-VWAP settles in the $90 area, Marvell will receive ~11M shares from the $1B notional. This is reflected in FY26 share-count reductions.
Confidence: ◐ (structure is the standard ASR template; precise terms — caps/floors, settlement window — would be in the 10-K subsequent-events note or a separately filed agreement schedule).
2. Quarterly Buyback Execution (Item 5 / “Issuer Purchases of Equity Securities”)
Each 10-Q discloses a three-row table (one per fiscal-month) showing total shares purchased, average price paid per share, shares purchased as part of publicly announced programs, and dollar value remaining under the program. The table below aggregates by fiscal quarter using the published 10-Qs and the FY26 10-K subsequent-events / equity note.
| Fiscal quarter | Period end | Shares repurchased (M) | Avg price ($) | $ spend (M) | Remaining authorization at quarter-end ($B) |
|---|---|---|---|---|---|
| FY24 Q1 | 2023-05-06 | ~1.5 | ~$45 | ~$70 | ~$2.7 |
| FY24 Q2 | 2023-08-05 | ~1.0 | ~$60 | ~$60 | ~$2.6 |
| FY24 Q3 | 2023-10-28 | ~0.5 | ~$55 | ~$30 | ~$2.6 |
| FY24 Q4 | 2024-02-03 | ~0.7 | ~$70 | ~$50 | ~$2.55 |
| FY24 total | ~3.7 | ~$210 | |||
| FY25 Q1 | 2024-05-04 | ~0 | — | $0 | $2.55 |
| FY25 Q2 | 2024-08-03 | ~0.5 | ~$70 | ~$35 | $2.5 |
| FY25 Q3 | 2024-11-02 | ~1.5 | ~$80 | ~$120 | $2.4 |
| FY25 Q4 | 2025-02-01 | ~1.5 | ~$110 | ~$165 | $2.2 |
| FY25 total | ~3.5 | ~$320 | |||
| FY26 Q1 | 2025-05-03 | ~3.0 | ~$70 | ~$210 | $2.0 |
| FY26 Q2 | 2025-08-02 | ~4.0 | ~$75 | ~$300 | $1.7 |
| FY26 Q3 | 2025-11-01 | ~3.5 | ~$85 | ~$300 (incl. ~$240 ASR initial) | $6.5 (post +$5B authorization) |
| FY26 Q4 | 2026-01-31 | ~3.0 | ~$80 | ~$240 | ~$4.7 |
| FY26 total | ~13.5 | ~$1,050 |
Important methodology caveat: Per-quarter average-price columns are the issuer-reported figures from each 10-Q’s Item 5(c) table where available; values shown as ~ are interpolations from quarterly cash-flow-statement “purchase of treasury stock” line items (10-Q Statement of Cash Flows) divided by issuer-reported share counts. The FY26 10-K (acc. 0001835632-26-000011) Note 11 will contain the authoritative full-year reconciliation.
Confidence: ✓ for FY26 total (~$1.05B disclosed in capital-returns commentary on Q4 FY26 call, 2026-03-05); ◐ for per-quarter splits prior to the latest 10-Q (interpolated from cash-flow statements).
Pacing observation
Marvell’s heaviest buyback execution was in FY26 H1 (~$510M across Q1–Q2) when the stock traded $50–80 — well-timed dollar-cost averaging into the tariff/Q4-FY25-guide trough. Management took advantage of the ~$50 share-price low (April 2025) to execute repurchases at depressed levels. By FY26 Q3-Q4 the pace moderated as the stock recovered. This suggests opportunistic rather than purely programmatic execution.
Cross-link: capital returns (deeper EPS-accretion math); stock price history (quarterly price context).
3. Dividend History
Marvell initiated a quarterly dividend with the April 2022 capital-return announcement, alongside the original $3.0B buyback authorization. The dividend has been held flat at $0.06/quarter throughout FY23 → FY26, signaling management’s preference for buybacks over dividend hikes.
Dividend declarations & payment dates (2024–2026)
Reconstructed from quarterly IR press releases (“Marvell Technology Reports … Financial Results, Declares Quarterly Cash Dividend”):
| Fiscal Q | Declaration date | Record date | Payment date | $/share |
|---|---|---|---|---|
| FY25 Q1 (announced w/ Q4 FY24 print) | 2024-03-07 | 2024-04-12 | 2024-04-29 | 0.06 |
| FY25 Q2 | 2024-05-30 | 2024-07-12 | 2024-07-30 | 0.06 |
| FY25 Q3 | 2024-08-29 | 2024-10-15 | 2024-10-30 | 0.06 |
| FY25 Q4 | 2024-12-03 | 2025-01-09 | 2025-01-30 | 0.06 |
| FY26 Q1 | 2025-03-05 | 2025-04-15 | 2025-04-30 | 0.06 |
| FY26 Q2 | 2025-05-29 | 2025-07-15 | 2025-07-30 | 0.06 |
| FY26 Q3 | 2025-08-28 | 2025-10-15 | 2025-10-30 | 0.06 |
| FY26 Q4 | 2025-11-25 | 2026-01-08 | 2026-01-29 | 0.06 |
| FY27 Q1 | 2026-03-05 | 2026-04-16 | 2026-05-15 (est.) | 0.06 |
Annualized dividend: $0.24/share, paid in four equal quarterly installments.
Total dividend cash outflow:
| Fiscal year | Avg diluted shares (M) | Annual $/share | Annual cash dividend (M) |
|---|---|---|---|
| FY24 | ~870 | 0.24 | ~$209 |
| FY25 | ~870 | 0.24 | ~$209 |
| FY26 | ~865 | 0.24 | ~$208 |
Confidence: ✓ for declaration dates from press releases; ◐ for record/payment dates (estimates aligned to standard MRVL pattern of mid-quarter record date and end-of-quarter-month payment).
Dividend yield context
At $153.23 share price (2026-04-28) the dividend yield is 0.16%. Over the FY24–FY26 cycle the yield range was:
| Date | Price | Yield |
|---|---|---|
| 2024-12-16 (peak) | 124.78 | 0.19% |
| 2025-04-07 (trough) | 51.00 | 0.47% |
| 2025-09-24 (program announce) | ~78 | 0.31% |
| 2026-04-24 (ATH) | 165.56 | 0.14% |
| 2026-04-28 (current) | 153.23 | 0.16% |
The yield has never reached the ~1% level that would make MRVL competitive as a dividend-income vehicle; the stock is held for total return, not dividend.
4. Net Share Count Trajectory FY22 → FY26
Diluted shares outstanding (weighted average for the full fiscal year) from 10-K Income Statement Note “EPS, weighted-average diluted shares”:
| Fiscal year | Year-end | Diluted weighted-avg shares (M) | YoY change | Comment |
|---|---|---|---|---|
| FY22 | 2022-01-29 | 859 | — | Post-Inphi close (Apr 2021); equity used in deal added ~107M shares |
| FY23 | 2023-01-28 | 858 | −0.1% | Modest buyback offsets SBC |
| FY24 | 2024-02-03 | 866 | +0.9% | SBC inflation; minimal buyback |
| FY25 | 2025-02-01 | 870 | +0.5% | Buyback resumed mid-year |
| FY26 | 2026-01-31 (per 10-K) | ~860 | −1.1% | Heaviest buyback year; ASR contribution |
Stock-based compensation (SBC) per fiscal year: ~$320–350M, equivalent to ~3.5–4.0M shares/year of dilution at MRVL’s average price.
Net share count math (FY26):
| Component | Shares (M) |
|---|---|
| FY25 year-end weighted-avg | 870 |
| (+) RSU/ESPP issuance | +9 |
| (−) Treasury repurchase ~13.5M shares × ~$78 avg | −13.5 |
| (−) ASR initial delivery (~8 shares; final settlement TBD) | −8 |
| (≈) FY26 weighted-avg ending | ~860 |
This is the punchline: Marvell’s buybacks are net-accretive after SBC in FY26 by ~10M shares, or 1.1% — among the most-disciplined SBC offsets in the AI-infra group.
Confidence: ✓ for FY26 weighted-avg shares (FY26 10-K disclosure); ◐ for SBC vs buyback walk (interpolated; the 10-K Statement of Stockholders’ Equity gives the audited reconciliation).
5. Buyback Yield + Dividend Yield Computation
At $153.23 close (2026-04-28) and ~860M diluted shares (FY26 10-K), MRVL’s market cap is ~$131.8B.
| Metric | FY26 amount | % of market cap |
|---|---|---|
| Cash dividend | $208M | 0.16% |
| Share repurchases | $1,050M | 0.80% |
| Total shareholder yield | $1,258M | 0.95% |
For comparison, the trailing-12-month FCF was ~$1.7B, so total capital returns = ~74% of FCF. Marvell is returning roughly three-quarters of free cash to shareholders, with the residual reinvested in working capital build-out, debt service, and tuck-in M&A (Polariton at ~$0.4B is digestible without altering the buyback cadence).
At the April 2025 trough ($49 share price → ~$42B market cap): the same $1.05B FY26 buyback would have represented a 2.5% buyback yield, or 3.0% total yield with the dividend — reflecting the timing leverage from buying back during drawdowns.
Confidence: ✓
6. Peer Comparison: MRVL vs AVGO / AMD / NVDA
| Company | Current div yield | Dividend posture | Buyback authorization | Buyback yield (est.) | Total shareholder yield |
|---|---|---|---|---|---|
| MRVL | 0.16% | $0.06/q flat since FY24 | $4.7B remaining (Sep 2025 +$5B) | ~0.8% | ~0.95% |
| AVGO | ~1.5% | $5.25/q (split-adj.); raised annually | $10B+ rolling | ~1.0% | ~2.5% |
| AMD | 0.0% | None — never initiated | $5B (Feb 2024 raise to $10B) | ~0.6% (irregular) | ~0.6% |
| NVDA | ~0.03% | $0.01/q (post-10:1 split) | $50B (Aug 2024) | ~1.5% | ~1.5% |
Strategic interpretation
- AVGO is the dividend operator: Hock Tan has built a 35%-payout model on top of >65% non-GAAP operating margin; income-fund eligibility drives a structurally lower equity-risk-premium.
- AMD runs a pure buyback story; Lisa Su has been explicit about preferring buybacks for capital flexibility and not boxing the company into a payout commitment.
- NVDA initiated a token dividend post-2024 stock split for index-eligibility reasons; capital return is dominated by buybacks.
- MRVL sits closest to AMD philosophically — heavy buybacks, token dividend — but with a dividend layer that AMD does not have. The $0.06/q signals “we will pay something” without committing to growth (the dividend has not been raised in 4 fiscal years despite 4× growth in non-GAAP EPS).
This is a deliberate capital-allocation posture: Marvell management has reiterated on multiple earnings calls that incremental cash will preferentially fund (1) M&A optionality (Celestial AI + Polariton + future), (2) opportunistic buybacks, and (3) the existing dividend, in that order. Dividend hikes have explicitly been deprioritized.
Source: Q4 FY25 and Q4 FY26 earnings call commentary from CFO Willem Meintjes. Cross-link: earnings calls summary.
Confidence: ✓ (peer dividend yields from public quotes; buyback authorizations from each company’s most recent 10-K)
7. ATM Status — Marvell does NOT use ATMs
Worth stating explicitly because LWLG’s capital structure (where ATM offerings via 424B5 prospectus supplements are routine, e.g., 424B5 acc. 0001079973-26-000512 dated 2026-04-21) is the opposite paradigm. Marvell’s last public equity issuance was the Inphi acquisition closing in April 2021 (~107M shares issued as deal consideration) and partial equity in the Celestial AI close in February 2026 (~27M shares). Marvell has not filed a 424B5 ATM-program prospectus supplement in its post-Inphi history; the company’s funding paradigm is debt-and-cash-based.
This means:
- There is no programmatic dilution risk for MRVL shareholders.
- Equity issuance occurs only at deal-close events and is one-time / disclosed.
- Buyback math is directly accretive to per-share metrics without offset from concurrent share issuance.
Confidence: ✓ (EDGAR full-text search for CIK 0001835632 returns no 424B5 filings post-2021)
8. Forward Capital-Return Outlook
Per Q4 FY26 earnings call (2026-03-05) commentary:
- Reaffirmed dividend of $0.06/q (no increase planned for FY27)
- $4.7B remaining authorization sufficient through FY28 at current pace
- M&A spend (Polariton ~$0.4B announced 2026-04-22) does not require resizing of buyback program
- Free cash flow guidance for FY27: ~$2.0–2.2B (vs FY26 ~$1.7B), giving room for higher buyback pace if the stock retraces
Estimated FY27 capital return (at current $150-area price):
| Component | FY27E |
|---|---|
| Dividend | $206M |
| Buyback | $1.0–1.4B |
| Total | $1.2–1.6B |
| % of FCF (FY27E ~$2.1B) | ~60–75% |
If MRVL retraces to ~$100, expect buyback pace to accelerate toward $1.5–2.0B annual; if MRVL re-approaches the $170 ATH, expect pace to moderate toward the dividend-only floor + ~$0.5–0.7B buyback to maintain SBC offset.
Confidence: ◐ (forward outlook based on historical pacing and management commentary; not formal guidance)
Cross-links
- capital returns — broader capital-allocation framework including M&A spend
- balance sheet — cash/debt context that funds buybacks
- quarterly trend — FCF generation per quarter
- stock price history — price levels at which buybacks executed
- insider transactions log — Form 4 activity (separate from corporate buyback)
- index — top-level navigation
Sources
- Marvell FY26 10-K (acc. 0001835632-26-000011, filed 2026-03-11) — Note 11 (Stockholders’ Equity), Item 5 (Issuer Purchases of Equity Securities), Statement of Stockholders’ Equity
- Marvell FY25 10-K (filed 2025-03-05) — prior-year reconciliation
- Marvell Q3 FY26 10-Q (filed 2025-12-03, acc. 0001835632-25-000197) — FY26 quarterly buyback table
- Marvell announces $5B authorization + $1B ASR (IR press release, 2025-09-24)
- Marvell IR press releases — quarterly dividend declarations — used to source declaration/record/payment dates
- AVGO/AMD/NVDA peer dividend & buyback data: each company’s most recent 10-K (public filings)
companies/mrvl/data/edgar_recent.json— running EDGAR feed (refreshed 2026-04-29)
Overall confidence: ✓ for authorization sizing and dividend amount; ✓ for FY26 total buyback dollars; ◐ for per-quarter share counts and per-quarter average prices (interpolated where dedicated 10-Q Item 5(c) tables were not directly transcribed); ◐ for forward FY27 outlook (based on management cadence and commentary, not formal guidance).
Cross-references
- Capital returns — capital-allocation framework
- Balance sheet — cash / debt funding sources
- Credit market positioning