Marvell Technology, Inc. 10-Q

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds There were no sales of unregistered equity securities during the three months ended July 30, 2022. Issuer Purchases of Equity Securities We resumed our stock repurchase program in the first quarter of fiscal 2023, which had been temporarily suspended in fiscal 2021 to preserve cash during the COVID-19 pandemic. The following table presents details of our share repurchases during the three months ended July 30, 2022 (in millions, except per share data): Period (1) Total Number of Shares Purchased Average Price Paid per Share Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs Approximate Dollar Value of Shares that May Yet be Purchased Under the Plan or Programs (2) May 1, 2022 to May 28, 2022 0.9 $ 55.09 0.9 $ 499.5 May 29, 2022 to June 25, 2022 — $ — — $ 499.5 June 26, 2022 to July 30, 2022 — $ — — $ 499.5 Total 0.9 $ 55.09 0.9 (1) The monthly periods presented above for the three months ended July 30, 2022, are based on our fiscal accounting periods which follow a quarterly 4-4-5 week fiscal accounting period. (2) On November 17, 2016, we announced that our Board of Directors had authorized a $1.0 billion share repurchase plan with no fixed expiration. On October 16, 2018, we announced that our Board of Directors authorized a $700.0 million addition to the balance of our existing share repurchase plan. Our existing share repurchase program had approximately $304.0 million of repurchase authority remaining as of October 16, 2018 prior to the approval addition. We intend to effect share repurchases in accordance with the conditions of Rule 10b-18 under the Exchange Act, but may also make repurchases in the open market outside of Rule 10b-18 or in privately negotiated transactions. The share repurchase program will be subject to market conditions and other factors and does not obligate us to repurchase any dollar amount or number of our common shares and the repurchase program may be extended, modified, suspended or discontinued at any time. 64 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 000-30877 2.1 10/30/2020 2.2 Agreement and Plan of Merger by and among the Company, Kauai Acquisition Corp., and Cavium, Inc. dated as of November 19, 2017 8-K 000-30877 2.1 11/20/2017 2.3 Asset Purchase Agreement between Marvell and NXP dated May 29, 2019 10-Q 000-30877 2.1 9/4/2019 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 000-30877 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 000-30877 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 000-30877 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 000-30877 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 000-30877 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 5/4/2021 4.9 Form of $433,817,000 4.200% Senior Notes due 2023 (included as Exhibit A to Exhibit 4.2) 8-K 001-40357 4.3 5/4/2021 4.10 Form of $479,394,000 4.875% Senior Notes due 2028 (included as Exhibit B to Exhibit 4.2) 8-K 001-40357 4.4 5/4/2021 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 000-30877 4.1 4/19/2021 65 Table of Contents 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 000-30877 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 000-30877 10.2 12/8/2020 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 000-30877 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 000-30877 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-8 333-255384 4.1 4/20/2021 10.7.1# Form of Stock Option Agreement and Notice of Grant of Stock Options and Option Agreement for use with 1995 Stock Option Plan (for options granted after September 20, 2013) 8-K 000-30877 10.2 9/26/2013 10.7.2# Form of Performance Award Agreement and Notice of Grant of Performance Award and Award Agreement for use with the Amended and Restated 1995 Stock Option Plan 10-Q 000-30877 10.2 6/5/2014 10.7.3# Form of Deferral Feature Stock Unit Agreement with Stock Unit Election Form for use with the Amended and Restated 1995 Stock Option Plan 10-K 000-30877 10.3.11 3/29/2018 10.7.4# Form of Relative TSR RSU Grant Notice 10-Q 000-30877 10.3 6/6/2019 10.7.5# Form of Value Creation Performance Based Restricted Stock Unit Grant Notice 10-Q 000-30877 10.1 6/6/2019 10.7.6# 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 10.7.7# Form of Relative TSR RSU Grant Notice as amended March 2022 10-Q 001-40357 10.7.7# 5/27/2022 10.7.8# Form of Relative TSR and EPS RSU Grant Notice 10-Q 001-40357 10.7.8# 5/27/2022 10.8# Marvell Technology, Inc. 2000 Employee Stock Purchase Plan (as approved by stockholders on June 23, 2022 DEF 14A 001-40357 Appendix A 5/6/2022 66 Table of Contents 10.8.1# 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-8 333-255384 4.3 4/20/2021 10.8.2# Amended and restated form of subscription agreement under the 2000 ESPP as amended June 2021 10-Q 001-40357 10.22 8/27/2021 10.9# Offer Letter between the Marvell and Matthew J. Murphy and form of Severance Agreement attached thereto as Appendix B 8-K 000-30877 10.1 6/20/2016 10.9.1# Severance Agreement with Matt Murphy as amended December 1, 2020 10-Q 000-30877 10.6 12/4/2020 10.10# Cavium, Inc. 2016 Equity Incentive Plan (including forms of grant notice and agreements) 10-Q 000-30877 10.1 12/4/2019 10.11# Cavium, Inc. 2007 Equity Incentive Plan (including forms of grant notice and agreements) 10-Q 000-30877 10.2 12/4/2019 10.12# QLogic Corporation 2005 Performance Incentive Plan (including forms of grant notice and agreements) 10-Q 000-30877 10.3 12/4/2019 10.13# Aquantia Corp. 2017 Equity Incentive Plan (including forms of grant notice and agreements) 10-Q 000-30877 10.6 12/4/2019 10.14# Aquantia Corp. 2015 Equity Incentive Plan (including forms of grant notice and agreements) 10-Q 000-30877 10.5 12/4/2019 10.15# Aquantia Corp. 2004 Equity Incentive Plan (including forms of grant notice and agreements) 10-Q 000-30877 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-8 333-255384 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 2023 Named Executive Officer Compensation 10-Q 001-40357 10.20# 5/27/2022 10.21# Marvell Technology Group Ltd. Change in Control Severance Plan and Summary Plan Description effective June 2016 and updated June 2020 10-Q 000-30877 10.1 8/28/2020 10.22 Warrant to Purchase Common Shares of Marvell dated June 5, 2019 8-K 000-30877 99.1 6/5/2019 10.23# Offer Letter between Marvell and Mitchell Gaynor 10-Q 000-30877 10.3 9/8/2016 10.24# Severance Agreement between the Company and Mitchell Gaynor 10-K 000-30877 10.23 3/28/2017 10.25# Offer Letter between the Company and Jean Hu 8-K 000-30877 10.1 8/23/2016 10.26# Offer Letter between Marvell and Raghib Hussain 10-Q 000-30877 10.3 9/12/2018 10.27# Offer Letter for Dean Jarnac and promotion summary of terms 10-Q 000-30877 10.9 12/4/2019 67 Table of Contents 10.28# Innovium, Inc. Amended 2015 Stock Option and Grant Plan (including forms of grant notice and agreements) S-8 333-260060 4.1 10/5/2021 10.29 Registration Rights Agreement, dated as of May 4, 2021, by and between Marvell Technology, Inc. and J.P. Morgan Securities LLC S-4 333-260832 4.6 11/5/2021 10.30 The description of the Registrant’s Common Stock, par value $0.002 per share, contained in the Registrant’s Registration Statement on Form S-4 initially filed with the Commission on December 22, 2020, as amended; S-4 333-251606 12/22/2020 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 68 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: August 26, 2022 By: /s/ JEAN HU Jean Hu Chief Financial Officer (Principal Financial Officer) 69