Marvell Technology, Inc. 10-Q

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds In the third quarter of fiscal 2022, the Company issued an aggregate of 1,823 shares of common stock to holders of certain notes that elected to voluntarily convert $0.05 million principal amount of the notes pursuant to the terms and conditions of the Indenture, dated as of September 12, 2016, between Inphi Corporation and Wells Fargo Bank, National Association, as trustee, as amended by the First Supplemental Indenture, dated as of April 20, 2021, and the Indenture, dated as of April 24, 2020, between Inphi Corporation and U.S. Bank National Association, as trustee, as amended by the First Supplemental Indenture, dated as of April 20, 2021. The common stock issued as a result of these conversions were issued in reliance upon the exemption from the registration in Section 3(a)(9) of the Securities Act. Issuer Purchases of Equity Securities Our share repurchase program was temporarily suspended in late March 2020 to preserve cash during the COVID-19 pandemic. We are focused on reducing our debt and de-levering our balance sheet. As a result, the Company did not repurchase any shares during the three months ended October 30, 2021. Although share repurchases are temporarily suspended, we have $564.5 million of repurchase authority remaining under our current share repurchase program. 69 Table of Contents Item 6. Exhibits Exhibit No. Item Form File Number Incorporated by Reference from Exhibit Number Filed with SEC 2.1** Agreement and Plan of Merger and Reorganization, dated as of October 29, 2020, by and among Marvell Technology Group Ltd., Inphi Corporation, Maui HoldCo, Inc., Maui Acquisition Company Ltd and Indigo Acquisition Corp. 8-K 001-40357 2.1 10/30/2020 3.1 Amended and Restated Certificate of Incorporation of Marvell Technology, Inc. 8-K 001-40357 3.1 4/20/2021 3.2 Amended and Restated Bylaws of Marvell Technology, Inc. 8-K 001-40357 3.2 4/20/2021 4.1 First Supplemental Indenture, dated as of April 20, 2021, by and among Marvell Technology, Inc., Inphi Corporation and Wells Fargo Bank, National Association, as trustee 8-K 001-40357 4.1 4/21/2021 4.2 First Supplemental Indenture, dated as of April 20, 2021, by and among Marvell Technology, Inc., Inphi Corporation and U.S. Bank National Association, as trustee 8-K 001-40357 4.2 4/21/2021 4.3 Base Indenture, dated as of April 12, 2021, between Marvell Technology, Inc. and U.S. Bank National Association, as trustee 8-K 001-40357 4.1 4/12/2021 4.4 First Supplemental Indenture, dated as of April 12, 2021, by and among Marvell Technology, Inc., Marvell Technology Group Ltd. and U.S. Bank National Association, as trustee 8-K 001-40359 4.2 4/12/2021 4.5 Form of $500,000,000 1.650% Senior Notes due 2026 (included as Exhibit A to Exhibit 4. 2 ) 8-K 001-40359 4.3 4/12/2021 4.6 Form of $750,000,000 2.450% Senior Notes due 2028 (included as Exhibit B to Exhibit 4. 2 ) 8-K 001-40359 4.4 4/12/2021 4.7 Form of $750,000,000 2.950% Senior Notes due 2031 (included as Exhibit C to Exhibit 4. 2 ) 8-K 001-40359 4.5 4/12/2021 4.8 Second Supplemental Indenture, dated as of May 4, 2021, between Marvell Technology, Inc. and U.S. Bank National Association, as trustee 8-K 001-40357 4.2 4/12/2021 4.9 Form of $433,817,000 4.200% Senior Notes due 2023 (included as Exhibit A to Exhibit 4.8) 8-K 001-40357 4.3 4/12/2021 4.10 Form of $479,394,000 4.875% Senior Notes due 2028 (included as Exhibit B to Exhibit 4.8) 8-K 001-40357 4.4 4/12/2021 4.11 Second Supplemental Indenture, dated as of April 15, 2021, by and between Marvell Technology Group Ltd. and U.S. Bank National Association 8-K 001-40357 4.1 4/19/2021 10.1 Form of Indemnification Agreement 8-K 001-40357 10.1 4/20/2021 10.2** Credit Agreement, dated as of December 7, 2020, among Marvell Technology Group Ltd., Maui HoldCo, Inc., the Guarantors party thereto, the Lenders party thereto and JPMorgan Chase Bank, N.A., as the Administrative Agent 8-K 001-40357 10.1 12/8/2020 10.3** Revolving Credit Agreement, dated as of December 7, 2020, among Marvell Technology Group Ltd., Maui HoldCo, Inc., the Guarantors party thereto, the Lenders party thereto and Bank of America, N.A., as the Administrative Agent 8-K 001-40357 10.2 12/8/2020 70 Table of Contents 10.4** Amendment No. 1 to Credit Agreement, dated as of December 7, 2020, among Marvell Technology Group Ltd., the Lenders party thereto, Bank of America, N.A., as the Revolving Facility Agent, and Goldman Sachs Bank USA, as the General Administrative Agent and the Term Facility Agent 8-K 001-40357 10.3 12/8/2020 10.5 Form of Exchange Agreement 8-K 001-40357 10.1 4/21/2021 10.6 Registration Rights Agreement, dated as of April 12, 2021, by and among Marvell Technology, Inc., Marvell Technology Group Ltd. and J.P. Morgan Securities, LLC, BofA Securities, Inc. and Wells Fargo Securities, LLC, as representatives of the initial purchasers of the Notes 8-K 001-40357 10.1 4/12/2021 10.7# Marvell Technology Group Ltd. Amended and Restated 1995 Stock Option Plan (now named the Marvell Technology, Inc. Amended and Restated 1995 Stock Option Plan) (as amended and restated as of April 2, 2021) S-8 001-40357 4.1 4/20/2021 10.8# Marvell Technology Group Ltd. 2000 Employee Stock Purchase Plan (now named the Marvell Technology, Inc. 2000 Employee Stock Purchase Plan, as Amended and Restated) (as amended and restated as of April 2, 2021) S-8 001-40357 4.2 4/20/2021 10.9# Marvell Technology Group Ltd. 2000 Employee Stock Purchase Plan, as Amended and Restated (now named the Marvell Technology, Inc. 2000 Employee Stock Purchase Plan, as Amended and Restated) Form of Subscription Agreement S-8 001-40357 4.3 4/20/2021 10.10# Cavium, Inc. 2016 Equity Incentive Plan (including forms of grant notice and agreements) 10-Q 001-40357 10.1 12/4/2019 10.11 Cavium, Inc. 2007 Equity Incentive Plan (including forms of grant notice and agreements) 10-Q 001-40357 10.2 12/4/2019 10.12 QLogic Corporation 2005 Performance Incentive Plan (including forms of grant notice and agreements) 10-Q 001-40357 10.3 12/4/2019 10.13 Aquantia Corp. 2017 Equity Incentive Plan (including forms of grant notice and agreements) 10-Q 001-40357 10.6 12/4/2019 10.14 Aquantia Corp. 2015 Equity Incentive Plan (including forms of grant notice and agreements) 10-Q 001-40357 10.5 12/4/2019 10.15 Aquantia Corp. 2004 Equity Incentive Plan (including forms of grant notice and agreements) 10-Q 001-40357 10.4 12/4/2019 10.16# Inphi Corporation Amended and Restated 2010 Stock Incentive Plan, as amended and restated on April 14, 2020 S-8 001-40357 4.10 4/20/2021 10.17# Offer letter with Loi Nguyen 10-Q 001-40357 10.17 6/9/2021 10.18# Offer letter with Nariman Yousefi 10-Q 001-40357 10.18 6/9/2021 10.19# Offer letter with Chris Koopmans 10-Q 000-30877 10.4 9/8/2016 10.20# Fiscal Year 2022 Named Executive Officer Compensation 10-Q 001-40357 10.20 6/9/2021 10.21# Amended and restated form of stock unit agreement under the 1995 Stock Option Plan as amended June 2021 10-Q 001-40357 10.21 8/27/2021 10.22# Amended and restated form of subscription agreement under the 2000 ESPP as amended June 2021 10-Q 001-40357 10.22 8/27/2021 10.23# Innovium, Inc. Amended 2015 Stock Option and Grant Plan (including forms of grant notice and agreements) S-8 001-40357 4.1 10/5/2021 10.24 Registration Rights Agreement, dated as of May 4, 2021, by and between Marvell Technology, Inc. and J.P. Morgan Securities LLC S-4 001-40357 4.6 11/5/2021 71 Table of Contents 31.1 Rule 13a-14(a)/15d-14(a) Certification of the Principal Executive Officer Filed herewith 31.2 Rule 13a-14(a)/15d-14(a) Certification of the Principal Financial Officer Filed herewith 32.1* Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 for Principal Executive Officer Filed herewith 32.2* Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 for Principal Financial Officer Filed herewith 101.INS Inline XBRL Instance Document Filed herewith 101.SCH Inline XBRL Taxonomy Extension Schema Document Filed herewith 101.CAL Inline XBRL Taxonomy Extension Calculation Linkbase Document Filed herewith 101.DEF Inline XBRL Taxonomy Extension Definition Document Filed herewith 101.LAB Inline XBRL Taxonomy Extension Label Linkbase Document Filed herewith 101.PRE Inline XBRL Taxonomy Extension Presentation Linkbase Document Filed herewith 104 The cover page for this Form 10-Q, formatted in Inline XBRL (included in Exhibit 101) Filed herewith # Management contracts or compensation plans or arrangements with, or in which, directors or executive officers are eligible to participate. * The certifications furnished in Exhibits 32.1 and 32.2 hereto are deemed to accompany this Form 10-Q and will not be deemed “filed” for purposes of Section 18 of the Exchange Act. Such certifications will not be deemed to be incorporated by reference into any filings under the Securities Act or the Exchange Act, except to the extent that the registrant specifically incorporates it by reference. ** Pursuant to Item 601(a)(5) of Regulation S-K, certain schedules and similar attachments have been omitted. The registrant hereby agrees to furnish a copy of any omitted schedule or similar attachment to the SEC upon request 72 Table of Contents SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. MARVELL TECHNOLOGY, INC. Date: December 3, 2021 By: /s/ JEAN HU Jean Hu Chief Financial Officer (Principal Financial Officer) 73