Item 9A. Controls and Procedures
Item 9A. Controls and Procedures
Management’s Evaluation of Disclosure Controls and Procedures
Management, with the participation of our principal executive officer and principal financial officer, has evaluated the effectiveness of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) of the Exchange Act) as of February 1, 2025. Disclosure controls and procedures are designed to ensure that information required to be disclosed in the reports we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC and that such information is accumulated and communicated to management, including our principal executive officer and principal financial officer, as appropriate, to allow timely decisions regarding required disclosures. Based on this evaluation, our principal executive officer and principal financial officer concluded that our disclosure controls and procedures were effective as of February 1, 2025.
Management has concluded that the consolidated financial statements included in this Form 10-K present fairly, in all material respects, our financial position, results of operations and cash flows for the periods presented in conformity with accounting principles generally accepted in the United States.
Management’s Report on Internal Control Over Financial Reporting
Management is responsible for establishing and maintaining adequate internal control over financial reporting as defined in Rules 13a-15(f) and 15d-15(f) of the Exchange Act. Internal control over financial reporting consists of policies and procedures that: (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the Company; (2) are designed and operated to provide reasonable assurance regarding the reliability of our financial reporting and our process for the preparation of financial statements for external purposes in accordance with generally accepted accounting principles and that receipts and expenditures of the Company are being made only in accordance with authorizations of management and directors of the Company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the Company’s assets that could have a material effect on the financial statements.
Our internal control over financial reporting is designed by, and under the supervision of the principal executive officer and principal financial officer and effected by the Company’s Board of Directors, management, and others. Because of its inherent limitations, internal control over financial reporting may not prevent or detect all misstatements. Also, projections of any evaluation of effectiveness of future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
Under the supervision and with the participation of our management, including our principal executive officer and principal financial officer, we conducted an evaluation of the effectiveness of our internal control over financial reporting as of February 1, 2025 using the criteria for effective internal control over financial reporting as described in “Internal Control-Integrated Framework,” issued by the Committee of Sponsoring Organization of the Treadway Commission (2013 framework) (the COSO Criteria). Based on this assessment, management concluded that our internal control over financial reporting was effective as of February 1, 2025.
The effectiveness of our internal control over financial reporting as of February 1, 2025 has been audited by Deloitte & Touche LLP, our independent registered public accounting firm, as stated in its report that is included herein.
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Inherent Limitations on Effectiveness of Controls
Our management, including our principal executive officer and our principal financial officer, does not expect that our disclosure controls or our internal control over financial reporting will prevent or detect all error and all fraud. A control system, no matter how well designed and operated, can provide only reasonable, not absolute, assurance that the control system’s objectives will be met. The design of a control system must reflect the fact that there are resource constraints and the benefits of controls must be considered relative to their costs. Further, because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that misstatements due to error or fraud will not occur or that all control issues and instances of fraud, if any, have been detected. The design of any system of controls is based in part on certain assumptions about the likelihood of future events and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions. Projections of any evaluation of the effectiveness of controls to future periods are subject to risks. Over time, controls may become inadequate because of changes in conditions or deterioration in the degree of compliance with policies or procedures.
Changes to Internal Control over Financial Reporting
No change in the Company’s internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) of the Exchange Act) occurred during the three months ended February 1, 2025 that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting.
Item 9B. Other Information
In the fourth quarter of fiscal 2025, the following trading plans intended to satisfy the Rule 10b5-1 affirmative defense pursuant to Item 408(a)(1) of Regulation S-K were adopted or terminated by an executive officer or director of the Company:
Name Title Adopted or Terminated Adoption/Termination Date Plan Start Date Plan End Date Transactions Shares (1)(2)
Officers
Panteha Dixon
Chief Accounting Officer
Adopted
12/5/2024 3/17/2025 12/31/2025 Sales
14,679
Raghib Hussain
President, Products and Technologies
Adopted
1/17/2025 4/21/2025 12/31/2026 Sales
200,000
(1) Vesting of future performance shares are estimated based on target achievement.
(2) If the plan covers "net" vested shares, then the current tax rate has been applied.
Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections
Not applicable.
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REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the stockholders and the Board of Directors of Marvell Technology, Inc.
Opinion on Internal Control over Financial Reporting
We have audited the internal control over financial reporting of Marvell Technology, Inc. and subsidiaries (the “Company”) as of February 1, 2025, based on criteria established in Internal Control — Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of February 1, 2025, based on criteria established in Internal Control — Integrated Framework (2013) issued by COSO.
We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated financial statements as of and for the year ended February 1, 2025, of the Company and our report dated March 12, 2025, expressed an unqualified opinion on those financial statements.
Basis for Opinion
The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management’s Report on Internal Control Over Financial Reporting. Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.
Definition and Limitations of Internal Control over Financial Reporting
A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
/s/ Deloitte & Touche LLP
San Jose, California
March 12, 2025
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PART III
Unless we file an amendment to this Form 10-K within 120 days after February 1, 2025 to include the Part III information, we intend to incorporate such information by reference to our definitive proxy statement in connection with our 2025 annual meeting of stockholders to be held in June 2025 (the “2025 Proxy Statement”).
Item 10. Directors, Executive Officers and Corporate Governance
The information required by Items 401, 407(c)(3) and 408(b) of Regulation S-K with respect to our directors, director nominees, executive officers and corporate governance is incorporated by reference herein to the information set forth under the captions “Election of Directors,” “Corporate Governance and Matters Related to Our Board,” “Executive Officers of the Company” and “ Insider Trading , Anti-Hedging and Anti-Pledging Policies” in our 2025 Proxy Statement.
Delinquent Section 16(a) Reports
The information required by Item 405 of Regulation S-K is incorporated by reference herein, as applicable, to the information set forth under the caption “Delinquent Section 16(a) Reports” in our 2025 Proxy Statement.
Code of Ethics
We have adopted a Code of Ethics and Business Conduct for Employees, Officers and Directors (the “Code of Ethics”) that applies to all of our directors, officers (including our Chief Executive Officer (our principal executive officer), Chief Financial Officer (our principal financial officer), Corporate Controller (our chief accounting officer) and any person performing similar functions) and employees. This Code of Ethics was most recently amended in March 2022. We intend to disclose certain future amendments to certain provisions of our Code of Ethics and waivers of our Code of Ethics granted to executive officers and directors on our website or in a report on Form 8-K within four business days following the date of such amendment or waiver. Our Code of Ethics is available on our website www.marvell.com. None of the material on our website is part of our Annual Report on Form 10-K or is incorporated by reference herein.
Committees of the Board of Directors
The information required by Items 407(d)(4) and (d)(5) of Regulation S-K concerning our Audit Committee and Audit Committee financial expert is incorporated by reference herein to the information set forth under the caption “Corporate Governance and Matters Related to Our Board” in our 2025 Proxy Statement.
Item 11. Executive Compensation
The information required by Items 402, 407(e)(4) and 407(e)(5) of Regulation S-K is incorporated by reference herein to the information set forth under the captions “Compensation of Directors,” “Director Compensation Table-Fiscal 2025,” “Executive Compensation” and “Compensation Committee Interlocks and Insider Participation” in our 2025 Proxy Statement.
Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
The information required by Item 403 of Regulation S-K is incorporated by reference herein to the information set forth under the caption “Security Ownership of Certain Beneficial Owners and Management” in our 2025 Proxy Statement.
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Securities Authorized for Issuance under Equity Compensation Plans
Equity Compensation Plan Information
The following table provides certain information with respect to all of our equity compensation plans in effect February 1, 2025:
Plan Category (a)
Number of Securities to Be Issued Upon Exercise of Outstanding Options, Warrants and Rights (1)
(b)
Weighted-Average Exercise Price of Outstanding Options, Warrants, and Rights (2)
(c)
Number of Securities Remaining Available for Future Issuance under Equity Compensation Plans (Excluding Securities Reflected in Column (a))
Equity compensation plans approved by security holders (3) 17,575,601 $ 62.15 85,214,306
Equity compensation plans not approved by security holders (4) 207,506 $ 14.33 —
(1) Includes only options and restricted stock units (outstanding under our equity compensation plans, as no stock warrants or other rights were outstanding under our equity compensation plans as of February 1, 2025).
(2) The weighted-average exercise price calculation does not take into account any restricted stock units as those units vest, without any cash consideration or other payment required for such shares.
(3) Includes our Amended and Restated 1995 Stock Option Plan, our Amended 2000 Employee Stock Purchase Plan (the “2000 ESPP”).
(4) Plans not approved by security holders consists of the Cavium 2007, 2016 and QLogic equity incentive plans which we assumed in our merger with Cavium Inc, Aquantia 2004, 2015 and 2017 equity incentive plans which we assumed in our merger with Aquantia, Inphi 2010 equity incentive plans which we assumed in our merger with Inphi and Innovium 2015 equity incentive plans which we assumed in our merger with Innovium.
Item 13. Certain Relationships and Related Transactions, and Director Independence
The information required by Item 404 of Regulation S-K is incorporated by reference herein to the information set forth under the caption “Certain Relationships and Related Party Transactions” in our 2025 Proxy Statement.
The information required by Item 407(a) of Regulation S-K is incorporated by reference herein to the information set forth under the caption “Board of Directors and Committees of the Board” in our 2025 Proxy Statement.
Item 14. Principal Accountant Fees and Services
The information required by Item 9(e) of Schedule 14A is incorporated by reference to the information set forth under the caption “Information Concerning Independent Registered Public Accounting Firm” in our 2025 Proxy Statement.
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PART IV
Item 15. Exhibits and Financial Statement Schedules
(a) The following documents are filed as part of this Annual Report on Form 10-K:
1. Financial Statements:
See the “Index to Consolidated Financial Statements” on page 57 of this Annual Report on Form 10-K.
2. Financial Statement Schedules:
See “Schedule II — Valuation and Qualifying Accounts” on page 109 of this Annual Report on Form 10-K:
All other schedules not listed above have been omitted because they are not applicable or required, or the information required to be set forth therein is included in the Consolidated Financial Statements or Notes thereto.
3. Exhibits.
Exhibit No.
Description 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 Second Amended and Restated Certificate of Incorporation of Marvell Technology, Inc.
8-K 001-40357 3.1 3/15/2023
3.2 Amended and Restated Bylaws of Marvell Technology, Inc.
8-K 001-40357 3.2 4/20/2021
4.1 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
4.2 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
4.3 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
4.5 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
4.6 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
4.7 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
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4.8 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
4.9 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
4.10 Third Supplemental Indenture, dated as of September 18, 2023, between Marvell Technology, Inc. and U.S. Bank Trust Company, National Association (successor in interest to U.S. Bank National Association), as trustee
8-K
001-40357 4.1 9/18/2023
4.11 Form of Global Note for the 5.750% Senior Notes due 2029 (included as Exhibit A to Exhibit 4.1)
8-K
001-40357 4.2 9/18/2023
4.12 Form of Global Note for the 5.950% Senior Notes due 2033 (included as Exhibit B to Exhibit 4.1)
8-K
001-40357 4.3 9/18/2023
4.13 Base Indenture, dated as of June 22, 2018, by and between Marvell Technology Group Ltd. and U.S. Bank Trust Company, National Association (as successor to U.S. Bank National Association), as trustee.
8-K 000-30877 4.1 6/22/2018
4.14 First Supplemental Indenture, dated as of June 22, 2018, by and between Marvell Technology Group Ltd. and U.S. Bank Trust Company, National Association (as successor to U.S. Bank National Association), as trustee
8-K 000-30877 4.2 6/22/2018
4.15 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
4.16 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
10-K 001-40357 4.12 3/9/2023
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
10.3.1 First Amendment to Credit Agreement, dated as of April 14, 2023, between Marvell Technology, Inc., the lenders party hereto and JPMorgan Chase Bank, N.A., as the Administrative Agent
8-K 001-40357 10.2 4/17/2023
10.3.2 Second Amendment To Credit Agreement dated as of October 23, 2023, between, among others, Marvell Technology, Inc., a Delaware corporation, the Lenders party hereto and JPMorgan Chase Bank, N.A., as the Administrative Agent under the Credit Agreement.
10-Q
001-40357
10.3.2
12/1/2023
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10.4.1** Amended and Restated Revolving Credit Agreement dated as of April 14, 2023, among Marvell Technology, Inc ., a Delaware corporation, the Lenders party hereto and Bank of America, N.A., as the Administrative Agent.
8-K 001-40357 10.1 4/17/2023
10.4.2 First Amendment To Credit Agreement dated as of October 23, 2023, is made between, among others, Marvell Technology, Inc., a Delaware corporation (The “Borrower”), the lenders party hereto and Bank of America, N.A., as the Administrative Agent Under The Credit Agreement
10-Q
001-40357
10.4.2
12/1/2023
10.5# 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
10.5.1# 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
10.5.2# 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
10.5.2.1#
Updated Election Deferral Form
Filed herewith
10.5.3# Amended and restated form of stock unit agreement under the 1995 Stock Option Plan
10-Q 001-40357 10.5.3
12/4/2024
10.5.4# Form of Relative TSR RSU Grant Notice as amended March 2022
10-Q 001-40357 10.7.7 5/27/2022
10.5.5# Form of Relative TSR and EPS RSU Grant Notice
10-Q 001-40357 10.7.8 5/27/2022
10.5.6# Form of Relative TSR and EPS RSU Grant Notice December 2022
10-K 001-40357 10.7.9 3/9/2023
10.5.7# Form of Relative TSR and EPS RSU Grant Notice April 2024
10-Q 001-40357 10.5.7 5/31/2024
10.5.8# ** Special Equity Grant Agreement as approved March 2023
10-Q 001-40357 10.7.11 5/26/2023
10.6# Amended and Restated Marvell Technology, Inc. 2000 Employee Stock Purchase Plan (as approved by stockholders on June 23, 2022)
10-K 001-40357 10.8.1 3/9/2023
10.6.1#
Amended and restated form of subscription agreement under the 2000 E SPP
10-Q 001-40357 10.6.1
12/4/2024
10.7# 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
10.7.1# Severance Agreement with Matt Murphy as amended March 2023
10-Q 001-40357 10.9.1 5/26/2023
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10.8# Cavium, Inc. 2016 Equity Incentive Plan (including forms of grant notice and agreements)
10-Q 000-30877 10.1 12/4/2019
10.9# Aquantia Corp. 2015 Equity Incentive Plan (including forms of grant notice and agreements)
10-Q 000-30877 10.5 12/4/2019
10.10# Aquantia Corp. 2004 Equity Incentive Plan (including forms of grant notice and agreements)
10-Q 000-30877 10.4 12/4/2019
10.11# 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
10.12#
Offer letter with Chris Koopmans
10-Q 000-30877 10.4 9/8/2016
10.13#
Fiscal 2025 Named Executive Officer Compensation
10-Q 001-40357
10.13 5/31/2024
10.14#
Marvell Technology Inc. Change in Control Severance Plan and Summary Plan Description as amended and restated June 2023
10-Q 001-40357 10.21 8/25/2023
10.15 Warrant to Purchase Common Shares of Marvell dated June 5, 2019
8-K 000-30877 99.1 6/5/2019
10.16#
Promotion to CFO Letter for Willem Meintjes
10-K 001-40357 10.29 3/9/2023
10.17#
Offer Letter between Marvell and Raghib Hussain
10-Q 000-30877 10.3 9/12/2018
10.18#
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
10.19#
Offer Letter for the Chief Legal Officer
10-K
001-40357
10.23
3/13/2024
10.20
Underwriting Agreement, dated September 11, 2023, among Marvell Technology, Inc. and J.P. Morgan Securities LLC, BofA Securities, Inc. and Wells Fargo Securities, LLC, as representatives of the several underwriters named therein
8-K
001-40357
1.1
9/18/2023
10.21#
Non-Qualified Deferred Compensation Plan
Filed herewith
19
Insider Trading Prohibition Policy and Guidelines
Filed herewith
21.1 Subsidiaries of Registrant
Filed herewith
23.1 Consent of Independent Registered Public Accounting Firm - Deloitte & Touche LL P
Filed herewith
24.1 Power of Attorney (contained in the signature page to this Annual Report)
Filed herewith
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
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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
97 Rule 10D-1 Clawback Policy
10-K
001-40357 97 3/13/2024
101.INS Inline XBRL Instance Document
101.SCH Inline XBRL Taxonomy Extension Schema Document
101.CAL Inline XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF Inline XBRL Taxonomy Extension Definition
101.LAB Inline XBRL Taxonomy Extension Label Linkbase Document
101.PRE Inline XBRL Taxonomy Presentation Linkbase Document
104 Cover Page Interactive Data File - The cover page from this Annual Report on Form 10-K is formatted in iXBRL
# Management contracts or compensation plans or arrangements in which directors or executive officers are eligible to participate.
* In accordance with Item 601(b)(32)(ii) of Regulation S-K and SEC Release No. 33-8238 and 34-47986, Final Rule: Management’s Reports on Internal Control Over Financial Reporting and Certification of Disclosure in Exchange Act Periodic Reports, the certifications furnished in Exhibits 32.1 and 32.2 hereto are deemed to accompany this Annual Report Form 10-K 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.
Item 16. Form 10-K Summary
None.
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SIGNATURES
Pursuant to the requirements of section 13 or 15(d) 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.
M ARVELL T ECHNOLOGY, INC .
Dated: March 12, 2025
By: / S / WILLEM MEINTJES
Willem Meintjes
Chief Financial Officer
(Principal Financial Officer)
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Matthew J. Murphy and Willem Meintjes, and each of them individually, as his or her attorney-in-fact, each with full power of substitution, for him or her in any and all capacities, to sign any and all amendments to this Annual Report on Form 10-K, and to file the same, with exhibits thereto and all other documents in connection therewith, with the Securities and Exchange Commission, hereby ratifying and confirming all that said attorney-in-fact, or his substitute or substitutes, may do or cause to be done by virtue hereof. Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed by the following persons on behalf of the registrant in the capacities and on the dates indicated.
Name and Signature Title Date
/S/ MATTHEW J. MURPHY
Chairman, President and Chief Executive Officer (Principal Executive Officer)
March 12, 2025
Matthew J. Murphy
/S/ WILLEM MEINTJES
Chief Financial Officer (Principal Financial Officer) March 12, 2025
Willem Meintjes
/S/ PANTEHA DIXON
Chief Accounting Officer (Principal Accounting Officer) March 12, 2025
Panteha Dixon
/S/ SARA ANDREWS
Director March 12, 2025
Sara Andrews
/S/ TUDOR BROWN
Director March 12, 2025
Tudor Brown
/S/ BRAD BUSS
Director March 12, 2025
Brad Buss
/S/ DANIEL DURN
Director March 12, 2025
Daniel Durn
/S/ REBECCA HOUSE
Director March 12, 2025
Rebecca House
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Name and Signature Title Date
/S/ MARACHEL KNIGHT
Director March 12, 2025
Marachel Knight
/S/ MICHAEL STRACHAN
Director March 12, 2025
Michael Strachan
/S/ ROBERT E. SWITZ
Director March 12, 2025
Robert E. Switz
/S/ RICK WALLACE
Director March 12, 2025
Rick Wallace
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SCHEDULE II
VALUATION AND QUALIFYING ACCOUNTS
(In millions)
Balance at Beginning of Year
Additions Deductions Balance at End of Year
Fiscal year ended February 1, 2025
Allowance for credit losses $ 2.0 $ 0.7 $ ( 0.1 ) $ 2.6
Deferred tax asset valuation allowance $ 1,099.0 $ 77.8 $ ( 0.6 ) $ 1,176.2
Fiscal year ended February 3, 2024
Allowance for credit losses $ 2.1 $ 0.8 $ ( 0.9 ) $ 2.0
Deferred tax asset valuation allowance $ 961.7 $ 138.1 $ ( 0.8 ) $ 1,099.0
Fiscal year ended January 28, 2023
Allowance for credit losses $ 3.0 $ 1.2 $ ( 2.1 ) $ 2.1
Deferred tax asset valuation allowance $ 1,003.4 $ — $ ( 41.7 ) $ 961.7
109