Marvell acquires Celestial AI for up to $5.5 billion to dominate optical AI infrastructure

Marvell to acquire Celestial AI for as much as $5.5 billion

The purchase price could increase to $5.5 billion if Celestial hits revenue milestones, Marvell said. The deal is an aggressive move for Marvell to acquire complimentary technology to its semiconductor networking business. The addition of Celestial could enable Marvell to sell more chips and parts to companies that are currently committing to spend hundreds of billions of dollars on infrastructure for AI. Marvell stock is down 18% so far in 2025 even as semiconductor rivals like Broadcom have seen big valuation increases driven by excitement around artificial intelligence. Celestial is a startup focused on developing optical interconnect hardware, which it calls a "photonic fabric," to connect high-performance computers. Celestial was reportedly valued at $2.5 billion in March in a funding round, and Intel CEO Lip-Bu Tan joined the startup's board in January. Optical connections are becoming increasingly important because the most advanced AI systems need those parts tie together dozens or hundreds of chips so they can work as one to train and run the biggest large-language models. Currently, many AI chip connections are done using copper wires, but newer systems are increasingly using optical connections because they can transfer more data faster and enable physically longer cables. Optical connections also cost more. "This builds on our technology leadership, broadens our addressable market in scale-up connectivity, and accelerates our roadmap to deliver the industry's most complete connectivity platform for AI and cloud customers," Marvell CEO Matt Murphy said in a statement. Marvell said that the first application of Celestial technology would be to connect a system based on "large XPUs," which are custom AI chips usually made by the companies investing billions in AI infrastructure. On Tuesday, the company said that it could even integrate Celestial's optical technology into custom chips, and based on customer traction, the startup's technology would soon be integrated into custom AI chips and related parts called switches. Amazon Web Services Vice President Dave Brown said in a statement that Marvell's acquisition of Celegstial will "help further accelerate optical scale-up innovation for next-generation AI deployments." The maximum payout for the deal will be triggered if Celestial can record $2 billion in cumulative revenue by the end of fiscal 2029. The deal is expected to close early next year. Marvell shares rose 9% in extended trading Tuesday as the company reported third-quarter earnings that beat expectations and said on the earnings call that it expected data center revenue to rise 25% next year. The company reported 76 cents in adjusted earnings per share on $2.08 billion in sales, versus LSEG expectations of 73 cents on $2.07 billion in sales. Marvell said that it expects fourth-quarter revenue to be $2.2 billion, slightly higher than LSEG's forecast of $2.18 billion.

Marvell to Acquire Celestial AI for $3.5 Billion to Scale Up Data Centre Connectivity | AIM

Marvell Technology, a data infrastructure semiconductor solutions company, has announced plans to acquire Celestial AI, a startup focused on developing optical interconnect hardware, for $3.25 billion. This strategic acquisition is for accelerating the company's connectivity strategy for next-generation AI and cloud data centres, as the startup has built a disruptive photonic fabric technology platform for scale-up optical interconnect. "Next-generation accelerated systems are no longer confined to a single rack - they are evolving into multi-rack configurations that connect hundreds of XPUs with an integrated, high-bandwidth, ultra-low-latency, any-to-any scale-up fabric," the chipmaker said in a statement. The company added that this architecture enables each XPU to directly access the memory of others. These advanced fabrics require specialised switches and protocols such as UALink to achieve optimal performance and efficiency. As multi-rack scale-up fabrics demand power, bandwidth, latency, and reach, interconnects will increasingly shift to all-optical connections. Sandeep Bharathi, president of the Data Centre Group, said, "By combining our UALink scale-up switch roadmap and Celestial AI's breakthrough optical scale-up interconnect, we will enable customers to build AI systems that scale beyond the limits of copper and redefine what's possible in AI data centre architecture." Celestial AI's photonic fabric technology enables scaling of AI clusters with high-bandwidth, low-latency optical connections. It boasts over twice the power efficiency of copper, low power consumption, and strong thermal stability. This compact solution allows direct optical connections to XPUs, freeing up space for added high-bandwidth memory. Its initial application targets scale-up interconnects, delivering 16 terabits per second, ten times the capacity of current systems, while enhancing total bandwidth. According to the statement, Marvell expects Celestial AI to start generating revenue in the second half of fiscal 2028, reaching a $500 million run rate by the end of that year and $1 billion by the end of fiscal 2029. Additionally, its Photonic Fabric technology may enable innovations such as pooled-memory appliances and optical connections within multi-die packages. Marvell will pay Celestial AI equity holders up to 27.2 million shares of common stock, valued at up to $2.25 billion, contingent on them meeting the above-mentioned revenue milestones based on a 10-day volume-weighted average price (VWAP).

Marvell bets big on optical interconnects, buying Celestial AI for up to $5.5B - SiliconANGLE

Marvell bets big on optical interconnects, buying Celestial AI for up to $5.5B Chipmaker Marvell Technology Inc. said today it has agreed to acquire a networking startup called Celestial AI Inc. that's developing optical interconnect technology to enable more rapid data center communications. The deal will see Marvell fork out at least $3.25 billion in cash and stock, and potentially up to $5.5 billion if it hits agreed revenue milestones in the coming years. News of the acquisition came as Marvell delivered its third-quarter earnings results, beating expectations on profit and revenue. Celestial AI's optical interconnect technology is known as Photonic Fabric, and it's one of a host of companies looking to enhance data center communications for artificial intelligence workloads using "silicon photonics" to connect vast numbers of high-performance computers. The deal is an aggressive bid by Marvell to increase its relevance in the AI industry. The company hopes its technology will enable it to sell more of its semiconductors at a time when large enterprises and cloud infrastructure providers are spending billions on dollars on their AI infrastructure build outs. Marvell was once seen as one of the most promising bets outside of Nvidia Corp., and many believed it would become a major beneficiary of the AI boom. But while its business has grown over the last three years, it hasn't been able to match the momentum of its main rivals, such as Broadcom Inc. Indeed, the chipmaker's stock is down 15% in the year to date, while Broadcom's shares have surged more than 64%. Celestial AI could help Marvell to change that story. Optical interconnects are becoming vital to the AI industry, because the most advanced large language models and AI agents run on huge clusters of chips that sometimes number in their thousands. Those chips must all be connected to each other so they can relay information back and forth to perform computations in unison. Traditional interconnects use copper wires, but optical connections have much higher bandwidth, enabling more data to travel faster. They also enable physically longer cables, which enables AI clusters to be distributed across large geographical areas. The startup is seen as one of the most promising players in the optical interconnect segment, and was valued at $2.5 billion following its most recent $250 million funding round in March. That round saw the participation of Intel Corp. Chief Executive Lip-Bu Tan as an angel investor, and he also sits on the company's board of directors. Celestial AI co-founder and Chief Executive Dave Lazovsky discussed his company's role in accelerated AI computing last year when he appeared on theCUBE, SiliconANGLE Media's mobile livestreaming studio: Marvell CEO Matt Murphy (pictured above) said the acquisition will help the company to build on its technology leadership and enhance AI connectivity. "It broadens our addressable market in scale-up connectivity and accelerates our roadmap to deliver the industry's most complete connectivity platform for AI and cloud customers," he said. One of the first applications of Celestial AI's technology will be to connect large computing systems based on Marvell's "XPUs", which are customized AI processors that the company builds to order for large enterprises and cloud providers. Marvell is known to work with Amazon Web Services Inc., helping it to design and manufacture its Trainium AI accelerators, including the new Trainium3 processors announced at AWS:reInvent this week. The company may also look to integrate Celestial AI's Photonic Fabric technology directly within its custom chips, as well as the network switches used to relay messages between them. AWS Vice President Dave Brown praised Marvell's decision, saying that his company believes optical interconnects will be essential for the future of AI infrastructure. "Celestial AI has made impressive progress, and we expect their combination with a large-scale semiconductor company like Marvell will help further accelerate optical scale-up innovation for next-generation AI deployments," he added. The initial $3.25 billion will be paid once the transaction has been approved by regulators, expected early next year. Marvell said the maximum payout of $5.5 billion will be triggered if Celestial AI manages to generate $2 billion in cumulative revenue by the end of Fiscal 2029. There's a good chance it will reach that target, for Marvell told shareholders it expects to see meaningful revenue contributions resulting from the deal. It forecasts the company to reach a $500 million annualized revenue run rate by the end of fiscal 2028, rising to $1 billion by the end of the following year. News of the acquisition overshadowed a solid earnings and revenue beat for Marvell in its latest results, but its guidance seemed to worry some investors. The company reported third-quarter earnings before certain costs such as stock compensation of 76 cents per share, ahead of Wall Street's forecast of 73 cents. Revenue jumped 37% from a year earlier to $2.08 billion, beating the consensus estimate of $2.07 billion. Net income for the quarter came to $1.9 billion, improving drastically on the company's year-ago performance, when it posted a net loss of $676.3 million. Although the results were decent, Marvell's guidance was somewhat muted. The company said it's looking for fourth-quarter earnings of 79 cents per share, which was in-line with the Street's forecast. Revenue is expected to come to around $2.2 billion, plus or minus 5%, which is only just ahead of the Street's target of $2.18 billion. Investors seemed uncertain about how to react to today's developments. The company's stock initially declined more than 5% in the after-hours trading session, before rebounding strongly for an 8% gain as executives discussed the Celestial AI acquisition in detail during a conference call. Murphy also told analysts that the company expects to grow its data center revenue by 25% during the next fiscal year. That number doesn't include any contributions from Celestial AI, he said, hinting that growth could possibly even exceed that figure.

This Semiconductor Stock Is Surging After an AI Deal and Strong Earnings

The semiconductor company also said it is acquiring Celestial AI in a $3.25 billion deal. Marvell Technology (MRVL) shares jumped Wednesday after the semiconductor company topped profit estimates on strong data center demand and announced an AI acquisition. The shares were up close to 5% in recent trading, making Marvell one of the best-performing stocks in the Nasdaq Wednesday. (Read our daily markets coverage here.) Marvell posted adjusted earnings of $0.76 per share for the third quarter of fiscal 2026, slightly above the analyst consensus compiled by Visible Alpha. Revenue was in line with estimates at $2.07 billion. Marvell CEO Matt Murphy said the company saw strong demand for its data center products in the quarter, and expects full-year revenue growth north of 40% compared to fiscal 2025. Murphy said in Tuesday's earnings call that Marvell's revenue is projected to grow at least 10% in fiscal 2027, while revenue from its data center products could surge more than 25%, according to a transcript provided by AlphaSense. Marvell also announced a deal to acquire Celestial AI for $3.25 billion in cash and stock, with another $2.25 billion in potential stock awards if Celestial hits certain revenue milestones in the next several years. The deal is set to close in the first quarter of next year, with Celestial AI to meaningfully contribute to revenue by the back half of fiscal 2028. Bullish analysts at Oppenheimer, who hold an "outperform" rating for Marvell stock, raised their target to a new Street high of $150 from $115 following the announcement, citing optimism about the Celestial AI acquisition. Despite Wednesday's gains, Marvell's stock has lost about 12% for 2025 after a hit earlier in the year amid some concerns about its outlook.

Marvell in advanced talks to buy Celestial AI in multi-billion-dollar deal: The Information - The Economic Times

US chipmaker Marvell Technology is in advanced talks to acquire chip startup Celestial AI in a cash-and-stock deal worth multiple billions of dollars, the Information reported on Monday, citing people with knowledge of the deal. The total deal price, including earnouts from product milestones could be higher than $5 billion, the report said, adding that a deal could be announced as soon as Tuesday. Marvell and Celestial AI did not immediately respond to a Reuters' request for comment. Reuters could not immediately verify the report. Marvell, a networking chipmaker with a market capitalization of $78.54 billion dollars as per LSEG data, competes against larger rival Broadcom for providers' custom chip and networking businesses. A potential deal for Celestial AI would strengthen Marvell's portfolio, highlighting relentless demand for computing power. Celestial AI, which is backed by a unit of Advanced Micro Devices, raised $250 million in venture capital in March, bringing its total raised to $515 million. The firm, which counts Intel CEO Lip-Bu Tan as a board member, is tapping photonics - a technology that uses light, rather than electrical signals - to create speedy links between AI computing chips and memory chips.

Marvell Could Hit $10B Next Year, CEO Says -- And AI Demand Is Just Getting Started - Marvell Tech (NASDAQ:MRVL)

Marvell Technology Inc (NASDAQ:MRVL) just put a very loud stake in the ground: revenue could reach roughly $10 billion next year, CEO Matt Murphy said in the company's third quarter earnings call Q&A, and the market's reaction feels like it's still absorbing the size of that ambition. What sounded like cautious guidance quickly morphed into something closer to a multi-year AI supercycle roadmap. Sequential Growth Every Quarter -- And Acceleration Ahead Murphy didn't hedge. "You're absolutely in the ballpark when you add up the numbers I gave you on $10 billion for next year," he said, calling it a motivational target for the team. He then dropped the part Wall Street wasn't expecting: Marvell expects sequential revenue growth every quarter of next year, with the second half materially stronger than the first and building into what he described as a "compelling exit rate" into fiscal 2027. If that wasn't bold enough, Murphy mapped out a path where data center revenue grows 25% next year, then leaps to roughly 40% in FY28, powered by custom silicon and interconnect demand driven by hyperscalers scrambling for AI horsepower. Read Also: China Ghosts Nvidia -- But Huang Says Global AI Market Could Hit $4T Custom AI Revenue Momentum & Celestial AI Upside Marvell's custom AI business is scaling at a pace few outside the company seemed prepared for. The CEO reminded investors that the business quadrupled from 2023 to 2024, doubled again in 2025, and is set for another 20% jump next year before re-accelerating in FY28. And that's before factoring in Celestial AI, which Murphy called "a home run," with a tier-one hyperscaler already pulling demand forward and a $2 billion earn-out target by FY29. Rack-scale Is The Strategy -- And Marvell Wants The Keys "We're playing offense," Murphy said, outlining a one-stop-shop vision spanning XPUs, silicon photonics, retimers, packaging and full rack-level integration. The message: AI's future won't be won by parts, but platforms. Investor Takeaway Marvell isn't pitching a quarter. It's pitching a runway. If the $10 billion number materializes and data center growth hits the cadence Murphy outlined, this could shift from a semiconductor story to one of the quietest AI-infrastructure power plays on the market. The question now is whether investors believe the execution matches the ambition -- because Marvell is acting like it already has the blueprint. Read Next: The $8 Trillion AI Mirage: IBM Says The Math Just Doesn't Work Photo: Shutterstock MRVLMarvell Technology Inc$96.624.02%OverviewMarket News and Data brought to you by Benzinga APIs

Marvell may see 'material strength' for next 2 years, amid AI spending boom: analysts (MRVL:NASDAQ)

Marvell Technology (MRVL) may have reported in-line results and guidance, but it was the company's forecast for the next two years that had Wall Street analysts optimistic. Shares rose 9.5% in premarket trading on Wednesday, while Broadcom (AVGO Analysts are optimistic due to Marvell's positive two-year forecast, expecting strong and sustained growth driven by AI and expanding business segments. The custom business is expected to enable 20% growth next year, with ambitious targets up to 100% in the following year, primarily through AI-related programs and new hyperscaler wins. Analysts highlight Marvell's robust optical business, growing presence in cloud/5G/automotive, the Celestial AI acquisition, and strong AI solution demand as key strengths supporting long-term growth.

Why Are Shares Of Marvell Trading Higher Today? - Marvell Tech (NASDAQ:MRVL)

Shares of Marvell Technology, Inc. (NASDAQ:MRVL) are trading higher Wednesday after the company beat third quarter earnings estimates. What To Know: Marvell, which produces data infrastructure and semiconductors, reported quarterly earnings of $0.76 per share, which beat the analyst consensus estimate of $0.73. The company reported quarterly sales of $2.075 billion, which came in slightly above analyst consensus estimate of $2.068 billion. Marvell also shared guidance for the fourth quarter, meeting analyst estimates. The company is eyeing adjusted earnings-per-share between 74 cents and 84 cents, with analysts expecting 78 cents. The company also sees fourth quarter sales landing between $2.09 billion and $2.31 billion. Analysts expect sales of $2.178 billion. Marvell is also acquiring Celestial AI, an AI computing company, for $3.25 billion, consisting of $1.0 billion in cash, as well as approximately 27.2 million shares of Marvell common stock, having a value of $2.25 billion. Several analysts changed their price targets on the stock recently. Morgan Stanley analyst Joseph Moore raised the price target to $112 from $86 and kept an equal weight rating. TD Cowen analyst Joshua Buchalter raised the price target to $100 from $90 and kept a hold rating. JPMorgan analyst Harlan Sur raised the firm's price target to $130 from $120 and kept an overweight rating. Barclays analyst Tom O'Malley raised the firm's price target to $105 from $80 and kept an equal weight rating. MRVL Price Action: Shares of Marvell were up 5.17% and trading at $97.69 at the time of publication, according to Benzinga Pro. Read More: Marvell Technology, CrowdStrike, Boeing, Intel And Pure Storage: Why These 5 Stocks Are On Investors' Radars Today Image: Shutterstock MRVLMarvell Technology Inc$97.334.78%OverviewMarket News and Data brought to you by Benzinga APIs

Why Is Marvell Technology Stock Gaining Tuesday? - Marvell Tech (NASDAQ:MRVL)

Marvell Technology, Inc. (NASDAQ:MRVL) is pushing deeper into the artificial intelligence hardware arms race, with a potential multi-billion-dollar deal to acquire a photonics startup that could boost its position in high-performance datacenter silicon, according to a report. The company is reportedly in advanced talks to buy chip startup Celestial AI in a cash-and-stock deal valued at more than $5 billion, including potential earnouts tied to product milestones, the Information reported on Tuesday, citing unnamed sources familiar with the matter. A deal could be announced by Tuesday. Also Read: Marvell Technology Scores Major Security Win with Microsoft Azure in Europe Benzinga has reached out to Marvell's investor relations for comment on the story and is awaiting a response. Marvell, a $78.5 billion networking-chip maker that competes with Broadcom Inc. (NASDAQ:AVGO) in custom silicon and datacenter infrastructure, would expand its portfolio by acquiring Celestial AI, a startup developing photonics technology to boost communication speeds between AI compute and memory chips. Celestial AI Funding and Backing Celestial AI has raised $515 million to date, including a $250 million funding round in March backed by an Advanced Micro Devices, Inc. (NASDAQ:AMD) investment arm. Intel Corp. (NASDAQ:INTC) CEO Lip-Bu Tan serves on the company's board. Marvell held $1.22 billion in cash and equivalents as of August 2, 2025. Marvell stock tanked 18% year-to-date as it failed to reach the revenue consensus estimates in at least two quarters out of the last four quarters. It also failed to accomplish the analyst EPS consensus estimate in at least one out of the last four quarters. Earnings Report Ahead The company will report its third-quarter results on Tuesday, December 2, after the market closes. JPMorgan's Harlan Sur expects the company to meet or slightly beat earnings estimates this week and guide January-quarter revenue above consensus, fueled by strong datacenter momentum, including Trainium and Maia ASIC ramps and robust optical demand. Rosenblatt's Kevin Cassidy also forecasts a slight earnings beat, pointing to continued strength in AI and non-AI optical markets and noting that improving Custom IC trends in the second half could calm investor concerns about traction. MRVL Price Action: Marvell Tech shares were up 1.37% at $92.35 during premarket trading on Monday, according to Benzinga Pro data. Read Next: Broadcom's New Google Chips Could Be 40% Cheaper To Run Than Nvidia's, Analyst Says Image via Shutterstock MRVLMarvell Technology Inc$92.201.21%OverviewAMDAdvanced Micro Devices Inc$219.71-0.02%AVGOBroadcom Inc$388.920.74%INTCIntel Corp$40.370.90%Market News and Data brought to you by Benzinga APIs

Earnings call transcript: Marvell Technology Q3 2026 beats forecasts, stock rises By Investing.com

Marvell Technology reported its Q3 FY2026 earnings, showcasing a strong performance that exceeded market expectations. The company posted earnings per share (EPS) of $0.76, surpassing the forecasted $0.74, and achieved revenue of $2.08 billion, slightly above the anticipated $2.07 billion. Following the announcement, Marvell's stock price increased by 1.96% in after-hours trading, reflecting positive investor sentiment. This performance aligns with InvestingPro data showing Marvell's impressive 37% revenue growth over the last twelve months, with analysts anticipating continued sales growth this year. Key Takeaways * Marvell's EPS of $0.76 beat estimates, marking a 77% year-over-year increase. * Revenue reached $2.08 billion, a 37% increase from the previous year. * The company executed a $1 billion accelerated stock repurchase program. * Marvell announced the acquisition of Celestial AI, enhancing its AI portfolio. * Stock price rose by 1.96% in after-hours trading following the earnings release. Company Performance Marvell Technology demonstrated robust growth in Q3 FY2026, with significant year-over-year improvements in both revenue and earnings. The company's strategic focus on AI and high-speed connectivity appears to be paying off, as evidenced by its strong financial performance and market position. Marvell's decision to divest its automotive Ethernet business and focus on data center and AI-related markets aligns with broader industry trends and positions the company for future growth. Financial Highlights * Revenue: $2.08 billion, up 37% year-over-year * Earnings per share: $0.76, a 77% increase from the prior year * Non-GAAP gross margin: 59.7%, a 30 basis point sequential increase * Cash flow from operations: $582 million, a record for the company Earnings vs. Forecast Marvell's Q3 FY2026 EPS of $0.76 exceeded the forecasted $0.74, resulting in a 2.7% surprise. Revenue also slightly surpassed expectations at $2.08 billion compared to the $2.07 billion forecast. This marks a continuation of Marvell's trend of outperforming market predictions, driven by its strategic investments and operational efficiencies. Market Reaction Following the earnings announcement, Marvell's stock price increased by 1.96% in after-hours trading, reaching $93.01. This positive movement reflects investor confidence in the company's growth strategy and its ability to exceed earnings expectations. The stock's current price is within its 52-week range, with a high of $127.48 and a low of $47.09, indicating room for potential growth. Outlook & Guidance Looking ahead, Marvell projects fiscal 2027 revenue to approach $10 billion, with data center revenue expected to grow over 25%. The recent acquisition of Celestial AI is anticipated to contribute significantly to future growth, with a $500 million revenue run rate expected by Q4 FY2028. Marvell's focus on AI infrastructure and high-speed connectivity positions it well for continued expansion. Executive Commentary CEO Matt Murphy expressed confidence in Marvell's long-term growth prospects, stating, "We are positioned for several years of exceptional performance, building on this fiscal year's projected revenue growth of more than 40%." He emphasized the company's comprehensive presence in the AI market: "Interconnect, switch, XPU, XPU-attached, storage, scale-up, scale-out, we are everywhere in the AI rack, and we are just getting started." Risks and Challenges * Supply Chain Constraints: Ongoing global supply chain issues could impact production and delivery timelines. * Market Competition: Intense competition in the AI and connectivity sectors may pressure margins. * Economic Uncertainty: Macroeconomic factors, including inflation and interest rate changes, could affect consumer spending and investment. * Technological Advancements: Rapid technological changes require continuous innovation to maintain a competitive edge. * Regulatory Changes: Potential changes in trade policies and regulations could impact international operations. Q&A During the earnings call, analysts inquired about the strategic rationale behind the Celestial AI acquisition and its expected impact on Marvell's product offerings. The company confirmed purchase orders for next-generation XPU programs and highlighted its strong customer engagement and technology roadmap. These discussions underscored Marvell's commitment to innovation and long-term growth. Full transcript - Marvell Technology Inc (MRVL) Q3 2026: Operator: Good afternoon and welcome to the Marvell Technology Inc.'s third quarter of fiscal year 2026 earnings conference call. At this time, all participants are in a listen-only mode. If anyone should require operator assistance during the conference, please press star zero on your telephone keypad. A question-and-answer session will follow the formal presentation. Please note this event is being recorded. I will now turn the conference over to Mr. Ashish Saran, Senior Vice President of Investor Relations. Thank you. You may begin. Ashish Saran, Senior Vice President of Investor Relations, Marvell Technology: Thank you and good afternoon, everyone. Welcome to Marvell's third quarter of fiscal year 2026 earnings call. Joining me today are Matt Murphy, Marvell's Chairman and CEO, Willem Meintjes, CFO, Chris Koopmans, President and COO, and Sandeep Bharathi, President, Data Center Group. Let me remind everyone that certain comments made today include forward-looking statements which are subject to significant risks and uncertainties that could cause our actual results to differ materially from management's current expectations. Please review the cautionary statements and risk factors contained in our earnings press release, which we filed with the SEC today and posted on our website, as well as our most recent 8K, 10K, 10Q, and other documents filed by us from time to time with the SEC. We do not intend to update our forward-looking statements. During our call today, we will refer to certain non-GAAP financial measures. A reconciliation between our GAAP and non-GAAP financial measures is available in our earnings press release. As we discussed in our second quarter earnings call, going forward, we are consolidating our non-data center end markets into a single new communications and other end market. The composition of our data center end market remains unchanged. Our earnings press release for the third quarter reports revenue by end market in both the prior format as well as the new go-forward format. Please note that today's call will be longer than typical as we will be discussing the acquisition announced today in addition to a number of extensive updates on our business. You may also find additional details on this transaction in the press release and Form 8-K filed with the SEC today, and a presentation posted on our website on the investor relations page. Let me now turn the call over to Matt for his comments on the quarter. Matt. Matt Murphy, Chairman and CEO, Marvell Technology: Yeah, hey, thanks, Ashish. And good afternoon, everyone. Settle in, okay? We have a lot of good stuff to talk about today. For the third quarter of fiscal 2026, Marvell delivered record revenue of $2.075 billion, reflecting a 3% sequential increase and strong 37% year-over-year growth. Revenue was above the midpoint of guidance driven by stronger-than-forecast demand in our data center end market. As a result, non-GAAP earnings per share of $0.76 exceeded the midpoint of guidance by $0.02. Excluding revenue from the divested automotive Ethernet business, the implied revenue growth for Marvell's go-forward business was approximately 6% sequentially and 41% year-over-year. Momentum in our data center business remained strong, with revenue growing 38% year-over-year, fueled by robust AI demand. We also saw a strong recovery in our communications and other end market, where revenue grew 34% year-over-year as reported and nearly 50% year-over-year, excluding the automotive Ethernet business. We expect growth to continue in the fourth quarter, with total company revenue forecast at $2.2 billion at the midpoint. We expect this momentum to continue throughout next fiscal year and beyond. I will provide more context on our numerous growth drivers later in the call. Before discussing our end markets, I'm excited to share details on the strategic acquisition we announced today of Celestial AI, which brings an entirely new disruptive technology, a photonic fabric platform purpose-built for next-generation scale-up interconnect. This acquisition is the latest in a series of decisive moves to further strengthen our data center portfolio. Since 2019, we have continued to increase our focus on data center, divesting our Wi-Fi business and acquiring Avera, Aquantia, Inphi, and Innovium. These transactions have driven significant revenue growth and scale and have each proven to be an absolute home run. This year, following the divestiture of our automotive Ethernet business, we are continuing to double down on data center with the acquisition of Celestial AI. This positions us to further capitalize on the massive opportunity and accelerated infrastructure. The acquisition is expected to close in the first quarter of next year, subject to customary closing conditions, including regulatory reviews in the United States, and will remain a separate independent company through the regulatory process. AI is reshaping data center architecture at an unprecedented speed. Next-generation accelerated systems are no longer confined to a single rack. They are evolving into multi-rack scale-up fabrics that connect hundreds of XPUs in a high-bandwidth, ultra-low-latency any-to-any fashion. These advanced fabrics demand purpose-built switches and interconnects engineered to deliver the performance and efficiency required at scale, creating a new TAM for companies like Marvell. Industry analysts are forecasting the merchant portion of the scale-up switch market to approach $6 billion in revenue in 2030. On the interconnect side, we are seeing the dollar content for optics of the same magnitude as a scale-up switch. As the optical interconnect attaches to both the XPU and the switch, the opportunity actually doubles, meaning over $10 billion. These are both very large and exciting incremental opportunities for Marvell. As we first evaluated Celestial AI, it reminded us of our early look at Inphi and the promise we saw in their PAM technology to transform the scale-out interconnect market. We see even greater potential for Celestial AI's photonic fabric to transform the scale-up interconnect market. Interconnect technology is as critical as switching and scale-up networks to enable hundreds of XPUs to be tightly coupled together. This is driving a massive increase in the number of links in the network and overall system bandwidth, therefore creating the need for a fabric which can span across racks. Copper-based interconnects used in today's scale-up systems are approaching their fundamental limits in reach and bandwidth, creating a compelling need for optical solutions. Celestial AI's Photonic Fabric technology platform was purpose-built for this inflection. It enables large AI clusters that scale both within and across racks using a high bandwidth, low latency, low power, and cost-effective optical fabric. This breakthrough enables a true optical solution with greater than two times the power efficiency of copper interconnects, but with far longer reach and significantly higher bandwidth. In addition to exceptionally low power consumption, Celestial AI's solution provides nanosecond-class latency and excellent thermal stability, which enables deeper levels of optical interconnectivity into XPUs and switch systems. The thermal stability of Celestial AI's photonic fabric technology is a significant competitive differentiator. It enables reliable operation in the extreme thermal environments created by large, multi-kilowatt XPUs. This allows the photonics technology to be co-packaged vertically with the high-power XPUs and switches in a 3D package, enabling the photonic connection to be made directly into the XPU rather than from the edge of the die. This stands in sharp contrast to many other CPO implementations, where the photonics engine sits adjacent to the XPU and must connect at the die edge. Celestial AI's approach results in a more compact and integrated solution, freeing up highly valuable die edge beachfront, which can be repurposed to significantly increase the amount of HBM within the XPU package. Eliminating beachfront I/O constraints also significantly increases the amount of package bandwidth possible for XPUs and switch systems. Celestial AI's first-generation product is a photonic fabric chiplet, or PF chiplet, which integrates all the required electrical and optical components, including drivers, TIAs, equalizers, SerDes, microcontrollers, modulators, photodiodes, and waveguides, all into a compact form factor. This is the industry's first scale-up optical solution delivering an unprecedented 16 terabits per second of bandwidth in a single chiplet, 10 times the capacity of today's state-of-the-art 1.6T ports used in scale-out applications. Its compact form factor allows multiple PF chiplets to be co-packaged with XPUs and the scale-up switches on the other side of the link to further increase total bandwidth. Celestial AI is deeply engaged with multiple hyperscalers and ecosystem partners who recognize the disruptive potential of this technology. Notably, Celestial AI has already secured a major design win with one of the world's largest hyperscalers, who plans to use Celestial AI's PF chiplets in its next-generation scale-up architecture. These PF chiplets will be co-packaged into both the hyperscaler's custom XPUs and the scale-up switches providing connectivity. This is expected to be the industry's first large-scale commercial deployment of optical interconnects for scale-up connectivity. Beyond connecting XPUs and scale-up networks, the photonic fabric technology platform can enable a wide range of transformational applications over time. First is a pooled memory appliance that uses Celestial AI's photonic fabric to optically connect multiple XPUs to large shared external disaggregated memory banks. A second use case for Celestial AI's photonic fabric is to replace traditional electrical die-to-die connections in multi-die packages. This is just the beginning of a broad set of new applications which can be enabled from this technology. After close, we expect meaningful revenue contributions from Celestial AI to begin in the second half of fiscal 2028. Our base case forecast shows Celestial AI's revenue reaching a $500 million annualized run rate in the fourth quarter of fiscal 2028, doubling to a $1 billion run rate by the fourth quarter of fiscal 2029. Following the close of the transaction, we look forward to welcoming the Celestial AI team to Marvell. Celestial AI brings one of the industry's strongest photonic interconnect engineering groups with deep expertise in optics, advanced packaging, and high-speed interconnect architecture and systems. In addition, the CEO, founders, and key executives from Celestial AI will assume leadership roles at Marvell, continuing our successful integration blueprint from prior acquisitions. These leaders have been at the forefront of innovation in scale-up switching and photonic interconnects, and their technical depth and strategic insight will play an important role in shaping Marvell's next phase of growth. Okay, now let me transition back to Marvell's current business and outlook. As you may recall, on September 24th, I hosted a virtual call with investors where I outlined a framework for Marvell's revenue growth for fiscal 2027. At that time, we indexed our data center growth potential to Cloud CapEx, which was expected to grow 18% next year. Since then, Cloud CapEx growth expectations have increased to over 30%. Additionally, we have seen strong demand increases for our products for next year. As a result, our outlook for next fiscal year is even stronger than the expectations we discussed in September. We expect our interconnect business, which is roughly half our overall data center revenue, to continue growing faster than Cloud CapEx next year, even with the higher outlook. We expect our custom business, roughly a quarter of our overall data center revenue, to grow by at least 20% next year, also from higher than prior expectations. As a reminder, in the near term, this business remains tied to a few specific sockets. We expect custom growth next fiscal year to be higher in the second half and do not expect any air pockets in custom revenue. Next year's custom revenue forecast comprehends a transition to a next-generation XPU at a large customer, and I would note that we already have purchase orders for the entirety of next fiscal year's current forecast for this next-generation program. Our revenue forecast for this program remains consistent with our prior expectations. As we look beyond fiscal 2027, we have several high-volume custom designs in development, meaningful revenue expected from these programs in fiscal 2028, consistent with our prior communications. For the remaining quarter of our data center business, which includes storage, switching, and other products, we now expect revenue to grow by at least 15% next year, up from our prior expectation of 10% growth, driven in particular from increased demand for our switching products. Adding all of this up, we now expect Marvell's data center revenue to grow year-over-year by more than 25% next fiscal year. Please note that this forecast does not include any revenue from the pending acquisition of Celestial AI. And for our communications and other end market, we continue to expect 10% revenue growth next year. Putting it all together, we are looking forward to a strong fiscal 2027. Let me provide more details for each of our end markets. In our data center end market, we delivered record third-quarter revenue of $1.52 billion, representing 2% sequential growth and 38% year-over-year growth. Revenue exceeded our guidance for flat sequential performance, driven by increased demand across our networking portfolio. Our industry-leading PAM DSPs, TIAs, and drivers continue to see strong demand, with revenue from our optical interconnect businesses growing by double digits sequentially on a percentage basis. Our data center storage and switch businesses also posted double-digit sequential revenue growth on a percentage basis. As expected, this strength was partially offset by a sequential decline in our custom revenue due to lumpiness in demand. Looking ahead to the fourth quarter, we expect revenue growth from our data center end market to accelerate, growing sequentially in the high single digits on a percentage basis and approximately 20% year-over-year. This growth is expected to be driven by a rebound in custom and continued growth in interconnect, switching, and storage. Let me now highlight broader trends we are seeing in both our established data center businesses and our newer growth initiatives. I'll start with our interconnect business, where we offer the industry's broadest and most comprehensive high-speed connectivity portfolio. As our PAM DSP products enter into their fifth year of 800-gig production, demand for our solutions continues to accelerate, underscoring the strength of the platform we have built through more than a decade of sustained investment in core technology. Our playbook is simple: first to market, first to ramp, with timely follow-up, optimized solutions to maintain leadership. We did this at 400-gig, 800-gig, and now at 1.6T, where we established early leadership with our first 5-nanometer solution, which sampled in February 2024. We then accelerated the launch of our optimized 1.6T solution and sampled our 3-nanometer product just one year later in February 2025. As a result, we are enabling volume production of pluggable 1.6T transceivers across the industry. We began shipping our 1.6T products in the second half of this fiscal year and are seeing exceptionally strong demand heading into next year. This consistent execution enables us to secure qualifications at major customers well ahead of competitors, reinforcing market leadership. While 1.6T has a long lifecycle ahead, we have already demonstrated at the Optical Fiber Conference this past April 400-gig per lane technology to drive the next industry transition to 3.2T. The demonstration was on 3-nanometer technology, but we expect production deployments, which are expected in calendar 2028, to require 2-nanometer solutions to optimize module power. In addition to our PAM portfolio, we are also enabling longer-reach connectivity with our coherent light solutions to support campus-wide data centers in the era of million GPU AI clusters. We introduced our 1.6T Coherent Light solution last year. We expect to start shipping next year, and we are on track to deliver our 3.2T solution the year after. Now, complementing our DSPs, our high-performance analog TIAs and drivers remain foundational to our electro-optics leadership. Our TIAs have a significant performance lead at 1.6T, and we are seeing strong broad-based demand for our products, which are enabling the entire ecosystem. We have also secured several LPO sockets across multiple hyperscalers and are leading this emerging category as well, although deployments remain relatively small today in the context of a very large transceiver market. Turning to two of our newer interconnect growth drivers, AECs and retimers. Both markets are undergoing a shift to high-speed PAM-based solutions, an inflection point that is perfectly aligned to Marvell's strengths. For the past year, we have been collaborating closely with the cable ecosystem to enable 100 and 200-gig per lane AECs, and we are now on the cusp of substantial product ramps. We have secured design wins with significant share positions at two Tier 1 US hyperscalers, along with multiple wins at emerging hyperscalers. We are seeing strong demand for our AEC DSPs, and we expect our share to continue to grow as PAM-based 100 and 200-gig technology becomes dominant. Our PCIe Gen 6 retimers are also gaining broad traction. We are currently engaged with more than 30 customers and partners, including hyperscalers, cable partners, and system OEMs and ODMs. We are already designed into more than 10 sockets, and we expect to enter production in the second half of next year with full revenue contribution in fiscal 2028. We expect our AEC and retimer revenue in aggregate to more than double from this year to next year. Turning to our data center switching business, which continues to gain momentum, we expect revenue to exceed $300 million this fiscal year. We expect strong sustained demand for our 12.8T products, reflecting our key customers' plans to rely on 12.8T as a workhorse in their scale-out networks for several more years. In parallel, we've begun shipping our next-generation 51.2T products with a strong ramp expected next year. As a result, we now expect our data center switch revenue to surpass $500 million next fiscal year, faster than what I had indicated last quarter. We will also introduce our 100T products next year as we continue to execute our long-term roadmap. We are also accelerating our scale-up switch efforts. These next-generation solutions are as complex as 100T scale-out switches, with high radix supporting up to 576 ports. We are fast-tracking our scale-up switch development by leveraging our in-house, high-speed, low-power SerDes and experience in developing extremely large reticle-sized chips. We are deeply engaged with key customers and partners and are on track to sample our UA-Link 115T and 57T solutions in the second half of fiscal 2027, with volume production expected in fiscal 2028. In parallel with our UA-Link development, we are also collaborating closely with key customers under CXL solutions, completing our scale-up roadmap to address both standards. Turning to our custom business, we expect accelerated growth over the next several years, fueled by our growing portfolio of design wins. At our custom event in June, we disclosed a total of 18 XPU and XPU-attached socket design wins. Several of these are already in volume production, with the remainder on track to ramp over the next couple of years. Since that event, our team has secured additional custom sockets, which represent more than 10% of the $75 billion lifetime revenue opportunity funnel we outlined in June. These new wins include multiple XPU-attached sockets, an XPU win at an emerging hyperscaler, and most recently, a design win for an electrical I/O chiplet inside an XPU. This is a new trend we see emerging where customers and partners are partnering with Marvell to gain access to our high-performance networking technology to be integrated along with their core compute engines within multi-die packages, which are becoming more prevalent in a reticle-sized constrained world. This provides Marvell another avenue for custom growth and sockets, which were otherwise not available to us as full XPUs. Now, let me provide additional perspective on the rapidly developing XPU-attached market. These attached devices offload specific functions such as network I/O, memory expansion, and security from XPUs, GPUs, and CPUs, freeing them up to exclusively focus scarce compute resources on the primary AI workload. We now have more than 15 XPU-attached wins, and today, let me highlight two major use cases emerging across multiple hyperscalers as they architect their next-generation custom accelerated infrastructure. The first use case is for custom foundational and smart NICs, and Marvell has already secured multiple design wins across several hyperscalers. Our customers plan to attach these NICs not only to their custom accelerators, but increasingly to their broader AI server fleets, which at large hyperscalers can exceed 1 million units or more annually. The second use case we are seeing emerge in the XPU-attached market is for CXL-based products that enable memory expansion and acceleration to overcome the memory wall challenge. We made early strategic investments in CXL several years ago, and we have now secured five unique sockets across two Tier 1 hyperscalers, U.S. hyperscalers, and are deeply engaged with the third. The first custom CXL design win started shipping already in the first quarter of this year and is entering volume production now. A second socket focused on near-memory compute is expected to enter production a year from now. The remaining CXL design wins are slated for production in calendar 2027. Our solution's technical advantages include support for both DDR4 and DDR5, larger memory capacity and compression, along with deep partnerships with the leading memory and CPU providers. While our initial win centered on offloading from CPUs, more recent wins attached directly to XPUs, which are deployed in far greater numbers. For several upcoming high-volume CXL production ramps, Marvell is leading the transition to next-generation memory architectures. We expect the XPU-attached market to continue to evolve at a rapid pace, and we are very encouraged to see the attach rate of our solutions exceeding our initial expectations. Now, based on designs we have already won just for the NIC and CXL use cases, we have line of sight to revenue exceeding $2 billion by fiscal 2029 and a significantly higher forecast in the following years. This is why we are so excited about our data center business. Interconnect, switch, XPU, XPU-attached, storage, scale-up, scale-out, we are everywhere in the AI rack, and we are just getting started with what we expect to be a massive TAM ahead of us. All right, let me now move to our communications end market, where we delivered $557 million in third-quarter revenue, which grew 8% sequentially and 34% year-over-year. Excluding revenue from the divested automotive Ethernet business, the implied revenue growth for Marvell's communications end market for the third quarter would be closer to 20% sequentially and 50% year-over-year. These strong results were driven by normalizing customer inventory levels and strong adoption of our refreshed product portfolio at both our enterprise networking and carrier infrastructure customers. Looking ahead to the fourth quarter, we expect revenue from our communications end market to grow sequentially in the low single digits on a percentage basis, with year-over-year growth of approximately 25% as reported and closer to 40% year-over-year, excluding our former automotive Ethernet business. We expect strong sequential growth from carrier and ongoing growth from enterprise to be partially offset by steep seasonal declines in our consumer business. We expect the enterprise networking portion of our communications end market to reach an annualized revenue run rate of approximately $1 billion in the fourth quarter, which would reflect the complete normalization of customer inventory levels in that business. Going forward from this $1 billion annualized revenue run rate, we expect this business to grow in line with enterprise IT spending. While our carrier business has also been recovering and our fourth-quarter guidance implies this business to almost double from the year-ago quarter, we see continued recovery until this business also settles into its long-term growth trajectory, which would be in line with carrier CapEx. So, in summary, during the third quarter of fiscal 2026, we continue to expand operating margins, grow earnings per share, and set new revenue records. We executed our $1 billion accelerated stock repurchase program in addition to repurchasing $300 million of stock through our ongoing buyback program funded by our growing operating cash flow. Looking ahead, we expect momentum to continue in the fourth quarter, with total company revenue forecast at $2.2 billion at the midpoint, representing 6% sequential and 21% year-over-year growth. Excluding revenue from our former automotive Ethernet business, implied year-over-year revenue growth from Marvell's go-forward business would be approximately 24% at the midpoint of our forecast for the fourth quarter. As I noted in my opening remarks, we are seeing robust demand signals and strong bookings across our entire portfolio, positioning us for a strong fiscal 2027 and even faster growth in fiscal 2028. Customers are planning to add substantial AI capacity over the next several years and are partnering closely with us on long-term technology roadmaps and coordinated capacity planning. In addition to benefiting from rapid market expansion, we have several of our own unique growth drivers. Taken together, we expect strong market tailwinds and new product cycles to drive significant growth inflections ahead of us. As a result, we see a path for our data center revenue growth in fiscal 2028 to accelerate meaningfully above the 25% growth we expect in fiscal 2027, so look, we covered a lot of ground today, and so before I close, let me just quickly highlight a few key takeaways. First, we have activated Marvell's M&A playbook and expect to close the transformational acquisition of Celestial AI in the first quarter of next fiscal year, enabling us to fully capitalize on the massive scale-up opportunity. Second, our interconnect business is firing on all cylinders. Our electro-optic interconnect platforms continue to lead the market with world-class roadmaps across the board and accelerating demand. Finally, when you put it all together, we are positioned for several years of exceptional performance, building on this fiscal year's projected revenue growth of more than 40%. I look forward to updating you on our progress over the coming quarters, and with all of that, I'll turn the call over to Willem for more detail on our recent results and outlook. Thank you, Matt, and good afternoon, everyone. Let me start with a summary of financial results for the third quarter of fiscal 2026. Revenue in the third quarter was $2.075 billion, growing 37% year-over-year and 3% sequentially. Data centers were our largest end market, contributing 73% of total revenue. Our communications and other end market contributed the remaining 27% of revenue. GAAP gross margin was 51.6%. Non-GAAP gross margin was 59.7%, an increase of 30 basis points sequentially. Moving on to operating expenses. GAAP operating expenses were $712 million, including stock-based compensation, amortization of acquired intangible assets, restructuring costs, and acquisition-related costs. Non-GAAP operating expenses came in at $485 million, in line with our guidance. Our GAAP operating margin was 17.2%, while our Non-GAAP operating margin was 36.3%. I'm pleased that we drove a 150 basis point sequential increase in Non-GAAP operating margin. For the third quarter, GAAP earnings per diluted share was $2.20, including the gain from the divestiture of the automotive Ethernet business. Non-GAAP earnings per diluted share was $0.76, reflecting year-over-year growth of 77%, which is more than double the pace of revenue growth, demonstrating the significant operating leverage in our model. Non-GAAP earnings per diluted share increased 13% sequentially. Now, turning to our cash flow and balance sheet. Cash flow from operations in the third quarter was a record $582 million, growing approximately $121 million from the prior quarter. Our inventory at the end of the third quarter was $1.01 billion, a decrease of $37 million from the prior quarter. During the quarter, we executed our $1 billion accelerated repurchase program. In addition, we repurchased $300 million of our stock through our ongoing capital return program and returned $51 million to shareholders through cash dividends in the quarter. As of the end of the third quarter, our total debt was $4.5 billion, with a gross debt-to-EBITDA ratio of 1.47 times and a net debt-to-EBITDA ratio of 0.58 times. Our debt ratios have continued to improve as we have driven an increase in our EBITDA. As of the end of the third fiscal quarter, our cash and cash equivalents were $2.7 billion, an increase of $1.5 billion from last quarter, reflecting the addition of proceeds from the divestiture of our automotive Ethernet business and ongoing cash generation from operations, offset by our capital return of $1.35 billion between stock repurchases and dividends. Turning to our guidance for the fourth quarter of fiscal 2026, we're forecasting revenue to be in the range of $2.2 billion, plus or minus 5%. We expect our GAAP gross margin to be between 51.1% and 52.1%. We expect our Non-GAAP gross margin to be between 58.5% and 59.5%. Looking forward, we anticipate that the overall level of revenue and product mix will remain key determinants of our gross margin in any given quarter. For the fourth quarter, we project our GAAP operating expenses to be approximately $741 million. We anticipate our Non-GAAP operating expenses to be approximately $515 million, growing from the prior quarter as we continue to invest in the business and anticipate higher employee bonus payouts reflecting a strong expected finish to the fiscal year. For the fourth quarter, we expect GAAP and Non-GAAP other income and expense, including interest on our debt, to be approximately $30 million. We expect our Non-GAAP tax rate of 10% for the fourth quarter. We expect our basic weighted average shares outstanding to be 850 million and our diluted weighted average shares outstanding to be 857 million. We anticipate GAAP earnings per diluted share in the range of $0.31-$0.41. We expect Non-GAAP earnings per diluted share in the range of $0.74-$0.84. Looking ahead to fiscal 2027, Matt already provided an update on our strong revenue growth expectations. We intend to continue to invest in growing our business while driving operating leverage and expect our Non-GAAP operating expenses to increase at roughly half the rate of the revenue growth next fiscal year. Keep in mind that we typically see a mid-single-digit sequential increase in OpEx on a percentage basis in the first quarter. This forecast for next year's OpEx does not include any additions from the acquisition we announced today. I will provide that forecast separately. Regarding taxes, we expect our Non-GAAP tax rate to move to approximately 12% next fiscal year. Turning to the acquisition we announced today, post-closing, we expect the addition of Celestial AI to add approximately $50 million in annual operating expenses. We expect Celestial AI to start generating meaningful revenue in the second half of fiscal 2028, at which point it is expected to become accretive to our Non-GAAP earnings. We plan to fund the acquisition through a combination of stock and cash on hand and do not intend to take on additional debt. We have a strong balance sheet and are generating robust operating cash flow. As a result, in parallel with paying for the acquisition, we plan on continuing to return capital to stockholders through dividends and buybacks. In summary, we're executing on our strategy to drive strong revenue growth while delivering operating leverage. In addition to organic investments, we are actively deploying our strong balance sheet to acquire a transformational asset that we expect to further strengthen our capabilities and increase our addressable market. With that, we're ready to start our Q&A session. Operator, please open the line and announce Q&A instructions. Thank you. We will now be conducting a question-and-answer session. If you would like to ask a question, please press Star 1 on your telephone keypad. The confirmation tone will indicate your line is in the question queue. You may press Star 2 to remove your question from the queue. In the interest of time, please restrict yourself to one question only. If you have additional questions, please rejoin the queue. At this time, we'll pause momentarily to assemble our roster. Thank you. Our first question is from Ross Seymour with Deutsche Bank. Hi guys, thanks for letting me ask a question. Matt, I appreciate all the details you gave about how to think about next year. If I run through those numbers, basically, it sounds like you're implying somewhere around $10 billion in revenue for next year. So I guess, first of all, is that in the right ballpark? And then back in June, you gave a longer-term target for fiscal 2029 for your business, especially on the AI side of things. How does what you're looking for next year get you aligned to those long-term targets? Yeah, hey, thanks, Ross. I think that's actually a great way to tee up the Q&A here. So yeah, a couple of things. I think you're absolutely in the ballpark when you add up the numbers I gave you on $10 billion for next year. I think that's a great target, actually, by the way, that is motivational for us as a team to go drive. Just as a reminder, this is just based on the Marvell organic plan, no M&A contribution. A couple of things about next year, and then I'll actually give you some commentary on how you think about that slope we're on. For next year, another thing I would note. I didn't say in my prepared remarks, but we do expect sequential revenue growth next year every quarter, so year-over-year. We see a nice growth throughout the year. I would say the second half of the year is stronger than the first and with, I think, a really compelling exit rate to fiscal 2027. Now, it's a little far out to go all the way to 2029, let's say, but let me just give you a path sort of on where we're headed and how we think about fiscal 2028 and how we build on that strong second half we see next year. So a couple of things, maybe to talk about those same businesses. So first, on custom, and just as a reminder, I mean, basically, we quadrupled that business from calendar 2023 to 2024. We doubled it from calendar 2024 to 2025. We're saying it's going to be up about 20% this next year. But then when I look at the year after, with all this goodness from XPU Attach, plus a new meaningful XPU socket ramping and the other programs continuing, we see the custom business actually in fiscal 2028 doubling off of 2027. We see a re-acceleration big time in that year. And that puts us on a nice trajectory towards our growth targets in fiscal 2029 in custom, coming off strong second half next year and then in fiscal 2028. On interconnect, look, it's early, but we do expect that business should continue to outgrow CapEx. It's done that for a long time. Look, if you just said, "Hey, 20% CapEx growth in fiscal 2028," and nobody knows what that number is, but just peg that in there for now, we'll definitely grow above that. And I would say our customer forecasts support a much higher number than that. But just as a base case, just assume CapEx is 20% that year and so OpEx would grow faster. And then for storage switch and the other part of data center, just assume 10% growth in fiscal 2028 over 2027. I think that's a reasonable set of assumptions to use based on what we see. And so when you actually add all that together, you come up with a number bottoms up, which looks more like 40% growth in data center in fiscal 2028. So that's what I was talking about in my lead-in, which was strong data center, 45% growth basically this year in data center, targeting 25% next year, and then 40% the year after. And if you actually look at it over the cycle where we started back in calendar 2023, that's like a 50% kind of compounded growth rate we'll be growing our data center business. So the 2028 numbers I'm laying out for you are not totally crazy. And then just for reference, if you just sort of plug in comms and other growing at GDP for fiscal 2028, just to keep it simple, again, it's too far out, you basically get Marvell growing like another 30% in fiscal 2028, which would be above where we're looking for 2027. So kind of a long answer, but maybe what's been on a lot of investors' mind is how do you get from where we are to where we're going. But certainly, we're very optimistic about our outlook over the next couple of years. And then things like Celestial AI and some of these other big growth drivers, those are going to kick in starting in fiscal 2028, but then really in 2029 and 2030 and beyond. And I think through the end of the decade, it's looking very bright for Marvell. Thanks for the question. Thank you. Our next question is from Harlan Sur with J.P. Morgan. Yeah, good afternoon. Thanks for taking my question and congrats on the Celestial acquisition. Today, Matt, your lead AI customer announced their next-generation 3-nanometer AI XPU product. And I think you just said you have secured purchase orders for this program for the entirety of next year. But your lead customer also pre-announced their next-generation 2-nanometer XPU product today as well, which we believe you're also involved with, especially now with the Celestial team. I remember at the June custom AI event that the team talked about concurrent design programs. In other words, at the same time, you're towards the tail end of your customer's 3-nanometer design. You're already starting to work with customers on their next-generation 2-nanometer designs. During our fireside chat in September, you talked about the team being heads-down focused on 2-nanometer designs. You even talked about next-generation A16 and A14 technologies. Can you just give us an update on your sub-3-nanometer design win pipeline? Does it include both XPU, XPU-attach programs, and what's the timeline for these programs to ramp into production? Yeah, thanks, Harlan, for the question. And yeah, just in the spirit of the customer confidentiality and details, you can't go into too much. But what I would say, which is incorporated into our numbers, is that our product transition from where we are today with our lead XPU customer to the next one is baked into all the numbers I gave you. And I got the backlog, and I got the orders, and we got great visibility there. On the 2-nanometer, very exciting. I mean, there's a number of programs that we're working on in this area, and that's going to be a workhorse process technology for us. But yeah, same as I said, and I would just say that the design funnel keeps increasing there, and the power benefits you see are compelling. And I think that'll continue. I mean, that's really where AI has sort of kicked in to keep the Moore's Law train running is really just the power savings are worth real OpEx dollars when you can save power dissipation from one generation to the other. So nothing really new to report there other than just heads-down execution. And we do see strong product ramps coming over this time period I gave you, especially into fiscal 2028, where you'll start seeing some of the 2-nanometer products ramp. And my team internally, just to give them a shout-out, is executing extremely well. The whole team you saw that got up there at the AI investor event in June by engineering leadership, executing extremely well across the board on the core IP, the nodes, the packaging, you name it. So we're really firing on all cylinders internally. Thanks, Harlan. No, good execution. Thank you. Yep, thanks. Our next question is from Tore Svanberg with Stifel. Yes, thank you, and congratulations on the acquisition. I had a question on Celestial AI, Matt. So when you gave those $500 million and $1 billion targets, would that be for the PFLink products only, or would that also include some of the potential businesses with memory? Yeah, yeah, a couple of things to note maybe at the highest level. The first is, yeah, the revenue targets and also the earnout that we're all going to drive for is all based on Celestial AI in totality. Now, the reality is, from a lead perspective, the PF chiplet is sort of what's going to go first. But everything's on the table, and there's just tremendous activity that that team has driven, punching way above their weight in the industry in terms of the engagements they have. So those are all-in numbers, but clearly going to be driven more from the PF chiplet side in terms of the revenue build in end of fiscal 2028 and then the end of fiscal 2029. Great, thank you. Yeah. Our next question is from Chris Caso with Wolfe Research. Yes, thank you. Also a question about Celestial. And with that revenue ramp that you're expecting at the end of fiscal 2028, beginning of fiscal 2029, can you talk about the breadth of that? And obviously, I'm sure you're not willing to name the customers right now, but is it a fairly narrow customer base? What's the, and going over time, how diversified is that revenue stream? Yeah, no, great question, Chris. I think the engagement is certainly broad, but remember, there's a bold effort across the industry to really bring this product into volume-stable production. And it's going to take real big companies and a few of them to do that. And so yeah, we have strong engagement across the board, but there will be, and we're fortunate with this that we have, as I said on the call, we have one tier-one hyperscaler that we're engaged with on this that I think is a great partner and a great teaching customer and a great customer to collaborate with to really go make this happen. It's very exciting to see Celestial come into Marvell because just as a reminder, we have an incredibly strong internal silicon photonics organization. I mean, this team that we got from Inphi pioneered this technology. We drove it into high-volume production and market leadership in the 100 and then 400 gig ZR business, now 800 gig. All the DCI stuff they enabled, that's on the back of very, very innovative silicon photonics technology. We have a ton of know-how here. When we bring in Celestial, we're all going to benefit from that common set of learnings. Having a lead customer pulling us through is very exciting. I think this is just the first phase here, Chris, that you're going to see. Certainly, the interest is there across the industry. This is just so evident to us over the last couple of years and really pronounced at the last strategic review. It's a process I run every year where we do our capital allocation review with everybody. And that was a couple of months back. And we're just staring at this just giant transition to photonics inside the data center and that TAM. And we looked at, can we do it ourselves? Can we do it with a partner? And we just concluded this is a home run to bring them in with our internal team, plus really a lead customer to pull us through the first wave. But beyond that, we see very broad adoption beyond that timeframe. Thank you. Yep. Our next question is from Harsh Kumar with Piper. Yeah, hey, guys. Congratulations, Matt and the team, and a lot of good things happening. Matt, I had two, so I'll just ask them both together. The first one is on custom. You specifically mentioned at least 20% growth for next year. Seems like you've got a lot of good things happening, a lot of good stuff ramping. And I was hoping that you could bookend that number for us. So at least 20% to me seems like that's what's in the bag. But maybe you could give us a sense of what, if everything worked out right for you, what could be a normalized 2027 FY growth rate for custom? And then the second question was, you gave us a lot of color all the way to FY 2028. And this is kind of not the norm on Wall Street. Most companies go out of quarter, as you well know. So my question is, and this we've been getting from a lot of investors already, is what is your comfort level and what is the visibility on some of this long-term revenue materializing that you're talking about? Yeah, sure. A lot in there, but let me unpack it. I think the first is you should definitely model the 20. And I think that's a-that is a good number. That's a good safe base case number. And remember, it's a handful of programs today. So I think I would just go for that for now. Clearly, we're going to be ready if people want to do more. But I am also mindful of some of the history on this custom business where either people got ahead of themselves or there's a lot of noise in the system. And it's just, look, we've got strong backlog. We got that covered. That's great. If we do better later, we'll definitely update you guys, but we got a very, very good outlook for next year in that business, and then obviously, the year after it really builds, and kind of part of your question is it's not 20% sort of linearly, meaning the second half, especially in custom and the exit rate, is much higher than where we are now, and that's simply because we're building all this momentum into fiscal 2028, and then, yeah, on the sort of guide quarter at a time, that's definitely been our MO historically. I think given the multi-year cycles we're looking at now in the AI infrastructure build, and also, quite frankly, just being sensitive to investor feedback about looking at some pretty ambitious targets we've set for the company several years out, and then wondering, well, how do you see yourselves getting there? And I just view it as it's incumbent on me to paint the picture for folks and share what I see as kind of base case assumptions, as I mentioned. I mean, these are what I view as the base case, not dream the dream, not putting anything in that is sort of a maybe. I think it's very rational how we came up with our fiscal 2027 outlook. And even our fiscal 2028, if you just look at it bottoms up on the custom, we should definitely be able to do that because we know those programs. I mean, if I say CapEx is growing 20%, it certainly may do better. And our optics businesses are growing way above CapEx. So that has some legs to it. And then, look, even in a quarter, that other category in switching and storage and other has also floated up. So there's still a lot of goodness out there. But I think just from a modeling perspective, that's what you should think about. And I would say finally, it really, though, is tied to our customer planning. I mean, they're realizing to go get all this build to happen. They've got to provide visibility several years out. That's giving us increased confidence in our outlook because we're having to plan around that. Our R&D schedules, our capacity, our ramps, all that stuff has got to go kind of six to eight quarters out now to really be ready. So that's also part of why I felt it was worth sharing this perspective for investors. And again, I think it's timed well as well with Celestial because then that thing just kicks in beyond the timeframe I'm talking about, fiscal 2029. I mean, some of it in 2020 and fiscal 2028, but then really 2029, 2030, and beyond. So hopefully that was helpful. Thank you so much for the question. No, very helpful. Thank you, Matt. Our next question is from Blaine Curtis with Jefferies. Hey, guys. Thanks for taking my question. I wanted to ask you, Matt, I know it's always tough to talk about customers, but you did file an 8-K, and it says you granted Amazon a warrant for a million shares to buy photonic fabric. So I guess one very simply is that your lead customer. And if you can maybe talk about that expanding relationship, obviously, there's been a lot of back and forth, your status of that customer, but this seems like a positive in terms of your engagement for the next generation. Yeah, and great job. Check out the EDGAR website, Blaine. You're always one step ahead. Yeah, I think it's great. So first, we did file a Form 8-K talking about really an extension, if you think about it, to the warrant agreement we have, which is effectively adding a new swim lane. And if you can believe it, it was only one year ago that we announced with AWS a warrant and strategic arrangement with them. Back then, a year ago, it was really bucketed between AI, custom products, and then networking products. And so think of this as just adding another swim lane of photonic fabric products to the mix. And all in, the potential of each of these is quite significant. So that's a positive on the first one that's out there. Also pleased to get a very, very strong support in our press release for the acquisition from AWS. That was positive. When you sort of look at all the things we're saying and all the data that's out there, you can sort of figure out where we're headed with this and who is helping drive this technology forward. We're very, very excited about where we can go with this technology, especially with our lead tier-one hyperscaler, but then also the rest of the market, which I think will be shortly behind them once we can really put the full force of Marvell behind this. Thanks for catching that and giving me a chance to talk about it. It's pretty exciting to see. Really, if you think about it, we've got the warrant agreement. We've got an aggressive earnout that the team is driving, which is a $2 billion number, by the way, through the end of fiscal 2029. So all this adds up to just a great sort of set of incentives for everybody to go execute like crazy and bring this into production. Thanks, Blaine. Thanks, Matt. Our next question is from Vivek Arya with Bank of America. Thanks for taking my question. Matt, I had two kind of questions on the data center, one on optics and one on custom. So on optics, why correlate it to cloud CapEx? Why not to growth of AI accelerators, which is expected to be much faster than the 30%? And then on the custom side, you mentioned 20% as the baseline growth. Is that because the second customer is supposed to come on board, or is it because you will grow with that first customer? And I ask about the second customer because they don't have a history of ramping big ASIC programs. So I just wanted to get your overall views on optics and why correlate it to CapEx. And then on the custom side, just kind of puts and takes of the second customer that's supposed to come on board. Thank you. Yeah, hey, thanks, Vivek. Yeah. So on your first question, I mean, just the rationale was just to give just a broad proxy to the investment community about how to think about our business off sort of a very common metric, which is CapEx. I agree with you. The optics business is fundamentally driven by AI and AI acceleration, and that's why it's been growing so far above CapEx each year. But I think this was just in the interest of providing some pretty broad brushstrokes. But you should certainly assume that the optics piece is tied to AI, which is growing faster than CapEx. So that's a fair assumption. But just this was really in the spirit of making this a proxy. And then on the growth next year, yeah, that's all still driven by the way to think about it is mostly our current business today. So there's a product transition with our lead customer from one generation to another in there. There's some XPU attached that's kicking in in the second half that's going to lead to the 2028 and 2029 revenues I was talking about. But the next bigger XPU customer we have, not much of that really you should count on for next year. It's really the year after. And that's captured in the doubling from fiscal 2027 to 2028. But I think we've got a very rational base plan for that that we think is achievable. Then, obviously, if things improve or get better, then we would up those numbers. I think what we're trying to do right now, Vivek, is just paint a very rational, clear picture for people. Then we'll obviously update along the way more on a granular basis as we go forward. Thank you, Matt. Yeah. Our next question is from Christopher Roland with Susquehanna. Thanks for the question and congrats on the results. I think your main competitor in ASIC has moved to providing racks, not just silicon. With this acquisition and kind of given the increasing complexity we're seeing out there, might you be moving to systems and then perhaps even rack-level solutions as well? And do you have the capabilities to do that? Thanks so much, Matt. Yeah. Hey, thanks, Chris, for the question. I would sort of answer the second part, which is we are very much looking at this as a rack-level solution in totality. That is all the various flavors of optical interconnect. I rattled through a bunch of those. We're the one-stop shop, right, from AECs, traditional DSPs, retimers, LPOs, photonic fabrics, and then scale-up and scale-out switching and XPU-attached sockets and circuits to go make all this work. Then working closely with our customers with that vision on how we enable that entire end-to-end and enable them to do that. That's our current strategy. Most of the people we're working with have that capability themselves today. They're very good at it. But we also add quite a bit of value in how to think about how to pull it all together. We absolutely have a rack-scale vision. And this is where Celestial AI really fits in. But we don't have any system-level revenues comprehended in anything I've talked to you about over the next two years. But certainly, from a strategic standpoint, it's imperative, right, that we go to market in a very comprehensive way, Chris, and not in a point-solution way, but rather be able to provide all the fundamental pieces right from the biggest XPU chip all the way down to a retimer on the board. Fantastic. Thank you, Matt, and congrats. Yeah. Thank you. This was our final question for the evening. I'd now like to hand the call back over to management for any closing comments. Yeah, fantastic. And thanks for all the great questions. And appreciate everybody listening. I know it was a lot. I think this was the world record for the longest prepared remarks I've ever done. But, like I said at the beginning, settle in because there's a lot of good stuff. And there really is a lot of great things happening with Marvell. I'm just really pleased with how our team has executed. I want to say thank you to all of them. We have a phenomenal setup for next year, as I indicated. And even through the next year, we just have very good visibility. Programs are on track. We are playing offense in this company, okay? We're out doing strategic acquisitions like Celestial AI. And we're thrilled to welcome them to the Marvell team. And I think our future is very bright where we're headed. So appreciate everybody's interest. I look forward to the follow-up conversations and appreciate all the investor interest in following Marvell and our journey. Thank you, everybody. Have a great day. Thank you. This concludes today's conference. You may disconnect your lines at this time. Thank you again for your participation. This article was generated with the support of AI and reviewed by an editor. For more information see our T&C.

Marvell shares jump as chipmaker bolsters AI ambitions with Celestial deal

Dec 3 (Reuters) - Marvell Technology shares climbed 9% premarket on Wednesday after its $3.25 billion deal to acquire semiconductor startup Celestial AI deepened investor confidence in the chipmaker's push into next-gen AI infrastructure. The company is doubling down on AI infrastructure to regain momentum after a tough year marked by intense competition in its custom AI chips and networking. Its shares are down about 16% so far this year. The Celestial AI deal adds photonic tech for next-gen data centers, putting Marvell in direct competition with Broadcom and Nvidia as hyperscalers race to build faster, energy-efficient systems amid the generative AI boom. The company also issued a warrant to Amazon.com, allowing the tech giant to buy Marvell shares tied to its purchases of photonic fabric products through 2030. "In our view, Celestial AI, with blessing from Amazon, bolsters Marvell's CPO (co-packaged optics) technology for custom XPUs and scale-up switching, making Marvell a stronger contender," TD Cowen analysts said. Photonics fabric tech uses light instead of electrical signals to link AI chips and memory for next-gen data centers. The Celestial tech will be used in Marvell's next-generation photonics-related infrastructure products, which will contribute to a new $10 billion market for Marvell, CEO Matt Murphy told Reuters on Tuesday. Celestial's technology is projected to contribute $500 million in annualized revenue by late-fiscal 2028, doubling to $1 billion a year later. Marvell expects roughly $10 billion in revenue for its next fiscal year, fueled by a 25% jump in data center sales. The Santa Clara, California-based company estimated its custom chip revenue to rise 20% next year. Marvell trades at a 12-month forward price-to-earnings ratio of 27.25, below Broadcom's 38.39, according to LSEG data. (Reporting by Rashika Singh and Siddarth S in Bengaluru; Editing by Sriraj Kalluvila)

Marvell to buy chip startup Celestial AI for $3.25 billion to boost networking portfolio

Dec 2 (Reuters) - Chipmaker Marvell Technology said on Tuesday it will buy semiconductor startup Celestial AI in a deal worth $3.25 billion and also forecast fourth-quarter revenue above Wall Street estimates. Marvell's shares were down 6% in extended trading. The generative AI boom has sped up chipmakers' development process, as they rush to design the fastest, most energy-efficient equipment for advanced data centers. The deal would allow Marvell to tap into the startup's work on photonics, which uses light rather than electrical signals to create connections between AI chips and memory chips, an area where it competes with Broadcom and the world's most valuable company Nvidia. Under the terms of the deal, Celestial AI will receive $1 billion in cash and 27.2 million shares of Marvell common stock, having a value of $2.25 billion. Marvell said it expects to see meaningful revenue contributions from Celestial AI to begin in the second half of fiscal 2028, reaching $500 million in annualized run rate in the fourth quarter of fiscal 2028 and doubling to a run rate of $1 billion by the fourth quarter of fiscal 2029. The deal is expected to close in the first quarter of calendar year 2026. Marvell projected revenue of around $2.20 billion, plus or minus 5%, for the fourth quarter, compared with the analysts' average estimate of $2.18 billion, according to data compiled by LSEG. Revenue for the third quarter ended November 1 grew 36.8% to $2.07 billion, in line with analysts' estimates. Marvell's stock is down more than 15% this year amid growing competition in the custom AI chip and networking market and Wall Street's concerns of an AI bubble. (Reporting by Juby Babu in Mexico City; Editing by Alan Barona)

Marvell in Advanced Talks to Acquire Celestial AI in Over $5 Billion Deal

Marvell Technology Group Ltd specializes in designing and marketing integrated communications and storage circuits intended for manufacturers of high-speed network equipment, hard disks, and consumer electronics. Net sales break down by area of application as follows: - data centers (72.2%): artificial intelligence systems, data storage systems, Ethernet switches, servers, interconnection systems, etc.; - enterprise networks (10.9%): routers, Ethernet switches, wireless access points, network equipment, workstations, etc. for campuses, small and medium-sized enterprises; - telecom network infrastructures (5.9%): access multiplexers, Ethernet switches, optical transport systems, routers, wireless radio network access systems, etc.; - consumer electronics (5.5%): broadband gateways and routers, game console systems, home data storage systems, home wireless access points, personal computer systems, printers and receiver terminals; - automotive and industrial (5.5%): advanced driver assistance systems, autonomous vehicle systems, embedded network systems, industrial Ethernet switches, video surveillance systems. Net sales are distributed geographically as follows: the United States (16.6%), China (43.5%), Taiwan (9.7%), Singapore (7.8%), Thailand (5.3%), Japan (2.9%), Malaysia (2.5%), Finland (2%) and other (9.7%).