What changed in this filing

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Item 1. Financial Statements

2025-05-30 compared with 2024-12-04 · 214 added, 338 removed, 403 unchanged (58% of the section changed)

9 unchanged sentences

Prepaid expenses and other current assets 148.1 113.9

Assets held for sale 588.2 —

Total current assets 3,837.6 3,120.3

27 unchanged sentences

(In millions, except per share amounts)

Three Months Ended Nine Months Ended

2024 October 28,

2023 November 2,

2024 October 28,

Three Months Ended

Net revenue $ 1,895.3 $ 1,160.9

4 unchanged sentences

Selling, general and administrative 186.4 199.9

Restructuring related charges 358.3 3.4 366.4 105.3

Restructuring related charges (gains), net ( 12.3 ) 4.1

Total operating expenses 681.8 680.1

Operating loss ( 702.8 ) ( 146.3 ) ( 955.5 ) ( 534.4 )

Operating income (loss) 270.6 ( 152.3 )

Interest expense ( 48.7 ) ( 48.8 )

1 unchanged sentence

Interest and other loss, net ( 54.7 ) ( 45.5 )

Loss before income taxes ( 750.5 ) ( 187.5 ) ( 1,094.5 ) ( 671.4 )

Benefit from income taxes ( 74.2 ) ( 23.2 ) ( 9.3 ) ( 130.7 )

Net loss $ ( 676.3 ) $ ( 164.3 ) $ ( 1,085.2 ) $ ( 540.7 )

Net loss per share — basic $ ( 0.78 ) $ ( 0.19 ) $ ( 1.25 ) $ ( 0.63 )

Net loss per share — diluted $ ( 0.78 ) $ ( 0.19 ) $ ( 1.25 ) $ ( 0.63 )

Income (loss) before income taxes 215.9 ( 197.8 )

Provision for income taxes 38.0 17.8

Net income (loss) $ 177.9 $ ( 215.6 )

Net income (loss) per share — basic $ 0.21 $ ( 0.25 )

Net income (loss) per share — diluted $ 0.20 $ ( 0.25 )

Weighted-average shares:

3 unchanged sentences

MARVELL TECHNOLOGY, INC.

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)

(In millions)

Three Months Ended Nine Months Ended

2024 October 28,

2023 November 2,

2024 October 28,

Net loss $ ( 676.3 ) $ ( 164.3 ) $ ( 1,085.2 ) $ ( 540.7 )

Other comprehensive income (loss), net of tax

Net change in unrealized gain (loss) on cash flow hedges 0.1 ( 0.4 ) ( 1.4 ) ( 1.4 )

Other comprehensive income (loss), net of tax 0.1 ( 0.4 ) ( 1.4 ) ( 1.4 )

Comprehensive loss, net of tax $ ( 676.2 ) $ ( 164.7 ) $ ( 1,086.6 ) $ ( 542.1 )

Three Months Ended

Net income (loss) $ 177.9 $ ( 215.6 )

Other comprehensive loss, net of tax

Net change in unrealized loss on cash flow hedges ( 0.5 ) ( 0.7 )

Other comprehensive loss, net of tax ( 0.5 ) ( 0.7 )

Comprehensive income (loss), net of tax $ 177.4 $ ( 216.3 )

See accompanying notes to unaudited condensed consolidated financial statements

9 unchanged sentences

Repurchase of common stock ( 5.6 ) — ( 340.0 ) — — ( 340.0 )

Vestings of common stock in connection with customer warrant — — 6.8 — — 6.8

Cash dividends declared and paid ($ 0.06 per share)

— — — — ( 51.8 ) ( 51.8 )

Net loss — — — — ( 215.6 ) ( 215.6 )

Net income — — — — 177.9 177.9

Other comprehensive loss — — — ( 0.5 ) — ( 0.5 )

Balance at May 3, 2025 862.2 $ 1.7 $ 14,294.2 $ ( 0.1 ) $ ( 983.1 ) $ 13,312.7

Issuance of common stock in connection with equity incentive plans 3.2 — 49.3 — — 49.3

Tax withholdings related to net share settlement of restricted stock units — — ( 57.6 ) — — ( 57.6 )

Stock-based compensation — — 155.5 — — 155.5

Repurchase of common stock ( 2.5 ) — ( 175.0 ) — — ( 175.0 )

Cash dividends declared and paid ($ 0.06 per share)

— — — — ( 51.9 ) ( 51.9 )

Net loss — — — — ( 193.3 ) ( 193.3 )

Other comprehensive loss — — — ( 0.8 ) — ( 0.8 )

Balance at August 3, 2024 866.2 $ 1.7 $ 14,732.9 $ ( 0.4 ) $ ( 529.3 ) $ 14,204.9

Issuance of common stock in connection with equity incentive plans 1.6 — 0.9 — — 0.9

Tax withholdings related to net share settlement of restricted stock units — — ( 58.6 ) — — ( 58.6 )

Stock-based compensation — — 153.8 — — 153.8

Repurchase of common stock ( 2.6 ) — ( 200.0 ) — — ( 200.0 )

Cash dividends declared and paid ($ 0.06 per share)

— — — — ( 51.9 ) ( 51.9 )

Net loss — — — — ( 676.3 ) ( 676.3 )

Other comprehensive income — — — 0.1 — 0.1

Balance at November 2, 2024 865.2 $ 1.7 $ 14,629.0 $ ( 0.3 ) $ ( 1,257.5 ) $ 13,372.9

MARVELL TECHNOLOGY, INC.

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY - (Continued)

(In millions, except per share amounts)

Common Stock Additional Paid-in Capital Accumulated Other Comprehensive Loss Retained Earnings

Common Stock Additional Paid-in Capital Accumulated Other Comprehensive Income (Loss) Accumulated Deficit

Shares Amount Total

Balance at January 28, 2023 856.1 $ 1.7 $ 14,512.0 $ — $ 1,123.5 $ 15,637.2

Issuance of common stock in connection with equity incentive plans 3.8 — 8.3 — — 8.3

Tax withholdings related to net share settlement of restricted stock units — — ( 72.6 ) — — ( 72.6 )

Stock-based compensation — — 142.2 — — 142.2

Cash dividends declared and paid ($ 0.06 per share)

— — — — ( 51.4 ) ( 51.4 )

Net loss — — — — ( 168.9 ) ( 168.9 )

Other comprehensive loss — — — ( 0.9 ) — ( 0.9 )

Balance at April 29, 2023 859.9 $ 1.7 $ 14,589.9 $ ( 0.9 ) $ 903.2 $ 15,493.9

Issuance of common stock in connection with equity incentive plans 3.4 — 52.1 — — 52.1

Tax withholdings related to net share settlement of restricted stock units — — ( 51.2 ) — — ( 51.2 )

Stock-based compensation — — 154.0 — — 154.0

Cash dividends declared and paid ($ 0.06 per share)

— — — — ( 51.7 ) ( 51.7 )

Net loss — — — — ( 207.5 ) ( 207.5 )

Other comprehensive loss — — — ( 0.1 ) — ( 0.1 )

Balance at July 29, 2023 863.3 $ 1.7 $ 14,744.8 $ ( 1.0 ) $ 644.0 $ 15,389.5

Balance at February 3, 2024 865.5 $ 1.7 $ 14,845.3 $ 1.1 $ ( 16.7 ) $ 14,831.4

Issuance of common stock in connection with equity incentive plans 2.2 — 2.2 — — 2.2

6 unchanged sentences

Other comprehensive loss — — — ( 0.7 ) — ( 0.7 )

Balance at October 28, 2023 864.3 $ 1.7 $ 14,805.2 $ ( 1.4 ) $ 427.9 $ 15,233.4

See accompanying notes to unaudited condensed consolidated financial statements

Balance at May 4, 2024 865.5 $ 1.7 $ 14,760.7 $ 0.4 $ ( 284.1 ) $ 14,478.7

MARVELL TECHNOLOGY, INC.

1 unchanged sentence

(In millions)

Nine Months Ended

2024 October 28,

Three Months Ended

Cash flows from operating activities:

Net loss $ ( 1,085.2 ) $ ( 540.7 )

Adjustments to reconcile net loss to net cash provided by operating activities:

Net income (loss) $ 177.9 $ ( 215.6 )

Adjustments to reconcile net income (loss) to net cash provided by operating activities:

Depreciation and amortization 84.2 72.6

1 unchanged sentence

Amortization of acquired intangible assets 245.7 264.9

Restructuring related impairment charges 524.1 32.2

Restructuring related charges (gains), net ( 14.0 ) 0.7

Deferred income taxes ( 4.3 ) ( 22.2 )

Other expense, net 44.1 21.8

Changes in assets and liabilities:

Changes in assets and liabilities, net of acquisitions:

Accounts receivable ( 115.6 ) 239.7

8 unchanged sentences

Purchases of property and equipment ( 118.8 ) ( 91.5 )

Acquisitions, net of cash acquired ( 10.4 ) ( 5.5 )

Proceeds from sales of property and equipment 25.9 0.1

Other, net ( 0.1 ) ( 10.0 )

18 unchanged sentences

The unaudited condensed consolidated financial statements of Marvell Technology, Inc.

(“MTI”), a Delaware corporation, and its wholly owned subsidiaries (the “Company”), as of and for the three and nine months ended November 2, 2024, have been prepared as required by the U.S.

(“MTI”), a Delaware corporation, and its wholly owned subsidiaries (the “Company”), as of and for the three months ended May 3, 2025, have been prepared as required by the U.S.

Securities and Exchange Commission (the “SEC”).

15 unchanged sentences

Fiscal 2026 is a 52-week year.

On April 7, 2025, the Company entered into a definitive agreement to sell its automotive ethernet business to Infineon Technologies AG (the “Buyer”) for $ 2.5 billion in cash.

The divestiture encompasses the Company's automotive ethernet product portfolio and related assets.

In addition, the Company will license certain intellectual property to the Buyer in connection with the transferred business and provide certain temporary transition services following completion of the sale.

As of May 3, 2025, the Company classified assets held for sale of $ 588.2 million, which consisted of $ 29.0 million of inventories, $ 17.4 million of property and equipment, $ 524.7 million of goodwill, $ 14.0 million of acquired intangible assets, and other related assets.

The transaction is expected to close within calendar year 2025, subject to customary closing conditions and regulatory approvals.

Use of Estimates

1 unchanged sentence

GAAP requires management to make estimates, judgments and assumptions that affect the reported amounts of assets, liabilities, revenues and expenses, and related disclosure of contingent assets and liabilities.

On an ongoing basis, the Company evaluates its estimates, including those related to revenue recognition, provisions for sales returns and allowances, inventory excess and obsolescence, goodwill and other intangible assets, restructuring, income taxes, litigation and other contingencies.

Actual results could differ from these estimates and such differences could affect the results of operations reported in future periods.

3 unchanged sentences

Accounting Pronouncements Not Yet Effective

In November 2023, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2023-07, Segment Reporting (Topic 280) to improve reportable segment disclosures.

The update requires disclosure of incremental segment information on an annual and interim basis.

The ASU is effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024, and requires retrospective application to all prior periods presented in the financial statements.

Early adoption is permitted.

The Company is evaluating the impact that this new standard will have on the Company’s consolidated financial statements disclosures.

The Company does not expect the adoption of this new standard to have a material effect on the Company’s results of operations or financial condition.

In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740) to improve income tax disclosures to enhance transparency and decision usefulness of income tax disclosure.

In December 2023, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2023-09, Income Taxes (Topic 740):

Improvements to Income Tax Disclosures to improve income tax disclosures to enhance transparency and decision usefulness of income tax disclosure.

This ASU will be effective for the Company’s annual reporting for fiscal 2026 on a prospective basis, with retrospective application permitted.

Adoption of this new guidance will result in enhanced cash tax and effective tax rate disclosures in the Notes to Consolidated Financial Statements.

The Company is evaluating the impact that this new standard will have on the Company’s consolidated financial statements.

MARVELL TECHNOLOGY, INC.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS ‑ (Continued)

In November 2024, the FASB issued ASU 2024-03, Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-40):

Disaggregation of Income Statement Expenses requiring disaggregated disclosure of certain expense captions into specified categories in the notes to financial statements on an annual and interim basis.

The ASU is effective for fiscal years beginning after December 15, 2026 with updates to be applied on a prospective basis with the option to apply the standard retrospectively.

1 unchanged sentence

The Company is evaluating the impact that this new standard will have on the Company’s consolidated financial statements.

In November 2024, the FASB issued ASU 2024-03, Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-40) requiring disaggregated disclosure of certain expense captions into specified categories in the notes to financial statements on an annual and interim basis.

The ASU is effective for fiscal years beginning after December 15, 2026 with updates to be applied on a prospective basis with the option to apply the standard retrospectively.

In May 2025, the FASB issued ASU 2025-04, Compensation—Stock Compensation (Topic 718) and Revenue from Contracts with Customers (Topic 606):

Clarifications to Share-Based Consideration Payable to a Customer to reduce diversity in practice and improve the decision usefulness and operability of the guidance for share-based consideration payable to a customer in conjunction with selling goods or services.

The ASU is effective for fiscal years beginning after December 15, 2026 with updates to be applied on a retrospective or modified retrospective basis.

Early adoption is permitted.

The Company is evaluating the impact that this new standard will have on the Company’s consolidated financial statements.

MARVELL TECHNOLOGY, INC.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS ‑ (Continued)

Disaggregation of Revenue

1 unchanged sentence

The following table summarizes net revenue disaggregated by end market (in millions, except percentages):

Three Months Ended Nine Months Ended

2024 % of Total October 28,

2023 % of Total November 2,

2024 % of Total October 28,

Three Months Ended

2025 % of Total May 4,

2024 % of Total

7 unchanged sentences

The following table summarizes net revenue disaggregated by primary geographical market based on destination of shipment (in millions, except percentages):

Three Months Ended Nine Months Ended

2024 % of Total October 28,

2023 % of Total November 2,

2024 % of Total October 28,

Three Months Ended

2025 % of Total May 4,

2024 % of Total

1 unchanged sentence

China $ 708.9 37 % $ 529.6 46 %

Taiwan 327.3 17 % 42.6 4 %

United States 305.2 16 % 216.5 19 %

Singapore 163.1 9 % 111.3 9 %

Taiwan 198.5 13 % 22.9 2 % 279.6 7 % 135.8 3 %

Thailand 73.3 5 % 94.5 7 % 233.3 6 % 215.9 5 %

Malaysia 40.3 3 % 31.6 2 % 122.7 3 % 169.5 4 %

Netherlands 91.3 5 % 6.8 1 %

Japan 46.9 2 % 17.3 1 %

Thailand 42.2 2 % 65.0 5 %

Finland 36.1 2 % 22.4 2 %

Malaysia 34.9 2 % 53.0 5 %

Other 139.4 8 % 96.4 8 %

$ 1,895.3 $ 1,160.9

These destinations of shipment are not necessarily indicative of the geographic location of the Company’s end customers or the country in which the Company’s end customers sell devices containing the Company’s products.

For example, a substantial majority of the shipments made to China relate to sales to non-China based customers that have factories or contract manufacturing operations located within China.

MARVELL TECHNOLOGY, INC.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS ‑ (Continued)

For example, a substantial majority of the shipments made to China relate to sales to non-China based customers that have factories or contract manufacturing operations located within China.

The following table summarizes net revenue disaggregated by customer type (in millions, except percentages):

Three Months Ended Nine Months Ended

2024 % of Total October 28,

2023 % of Total November 2,

2024 % of Total October 28,

Three Months Ended

2025 % of Total May 4,

2024 % of Total

6 unchanged sentences

Contract liability balances are comprised of deferred revenue.

The amount of revenue recognized during the nine months ended November 2, 2024 that was included in the deferred revenue balance at February 3, 2024 was not material.

The amount of revenue recognized during the three months ended May 3, 2025 that was included in the deferred revenue balance at February 1, 2025 was not material.

As of the end of a reporting period, some of the performance obligations associated with contracts will have been unsatisfied or only partially satisfied.

The Company has elected the practical expedient and does not disclose the value of unsatisfied performance obligations for contracts with an original expected duration of one year or less.

Restructuring

The Company continuously evaluates its existing operations to increase operational efficiency, decrease costs and increase profitability.

Fiscal 2025 Plan

A restructuring plan was initiated during the third quarter of fiscal 2025 (the “Fiscal 2025 Plan”) to increase research and development investment in the data center end market and reduce investment in new product development in other end markets including the cancellation of certain future product releases.

As a result, the Company was required to assess the recoverability of related long-lived assets.

On completion of the assessment, the Company determined the carrying values of certain long-lived assets were not recoverable.

The Company utilized a discounted cash flow method of valuation to determine the fair value of the associated assets and liabilities and compared to their carrying values, which resulted in recognition of asset impairment charges for acquired intangible assets, purchased technology licenses, and property and equipment.

The Company’s assumptions included future expected revenues, expenses, capital expenditures and other costs, discount rate, and whether or not alternative uses were available for affected assets.

The Company recognized $ 715.1 million of total restructuring and other related charges for the three and nine months ended November 2, 2024 related to the Fiscal 2025 Plan.

Restructuring charges were mainly comprised of impairment and write-off of acquired intangible assets, purchased technology licenses, inventories, property and equipment, and other non-current assets, as well as recognition of future contractual obligations, accrued legal reserve, severance, other one-time termination benefits, and other costs.

The restructuring charges included $ 159.0 million impairment of capitalized purchased technology licenses that the Company has ceased use of in the third quarter of fiscal 2025.

In addition, the Company recognized $ 97.8 million of restructuring charges related to payment obligations for future services associated with these technology licensing agreements.

See “Note 8 – Commitments and Contingencies” for additional information.

The Company expects the Fiscal 2025 Plan to be substantially completed by the end of fiscal 2026.

Fiscal 2024 Plan

A restructuring plan was initiated during the first quarter of fiscal 2024 (the “Fiscal 2024 Plan”) to streamline the organization and optimize resources.

Restructuring charges were mainly comprised of severance, other one-time termination benefits, impairment and write-off of purchased technology licenses and equipment, and other costs.

The Company recorded restructuring and other related charges of $ 8.1 million for the nine months ended November 2, 2024, and $ 3.4 million and $ 105.3 million for the three and nine months ended October 28, 2023, respectively, related to the Fiscal 2024 Plan.

As of the third quarter of fiscal 2025, substantially all actions relating to the Fiscal 2024 Plan have been completed.

MARVELL TECHNOLOGY, INC.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS ‑ (Continued)

The following table provides a summary of restructuring related charges as presented in the unaudited condensed consolidated statements of operations (in millions):

Three Months Ended Nine Months Ended

2024 October 28,

2023 November 2,

2024 October 28,

Restructuring related charges included in cost of goods sold

$ 356.8 $ — $ 356.8 $ —

Restructuring related charges included in operating expenses

358.3 3.4 366.4 105.3

Restructuring related charges included in net loss

$ 715.1 $ 3.4 $ 723.2 $ 105.3

The following table presents details of the restructuring related charges as presented in the unaudited condensed consolidated statements of operations (in millions):

Three Months Ended Nine Months Ended

2024 October 28,

2023 November 2,

2024 October 28,

Employee severance and related costs

$ 6.7 $ 3.0 $ 13.6 $ 69.1

Impairment and write-off of assets

Acquired intangible assets

240.1 — 240.1 —

Purchased technology licenses

159.0 — 159.0 28.6

62.0 — 62.0 —

Property and equipment

34.0 — 34.0 1.3

Other non-current assets

25.2 — 25.2 —

Recognition of future contractual obligations

114.0 — 114.0 —

Accrued legal reserve

50.0 — 50.0 —

Other 24.1 0.4 25.3 6.3

$ 715.1 $ 3.4 $ 723.2 $ 105.3

The following table sets forth a reconciliation of the beginning and ending restructuring liability balances by major type of cost associated with the restructuring charges (in millions):

Employee Severance and Related Costs

Other Exit-Related Costs

Balance at February 3, 2024 $ 15.5 $ 1.5 $ 17.0

13.6 187.8 201.4

Net cash payments ( 22.3 ) ( 0.9 ) ( 23.2 )

Non-cash items (2)

— 170.5 170.5

Balance at November 2, 2024 6.8 358.9 365.7

non-current portion — 236.9 236.9

Current portion $ 6.8 $ 122.0 $ 128.8

(1) Impairment and other non-cash charges of $ 521.8 million recognized in the current quarter were recorded directly to the unaudited condensed consolidated statements of operations and were not included in the restructuring liability balances above.

(2) Includes recognition of restructuring liabilities for future contractual obligations as a result of the cease use of related assets.

MARVELL TECHNOLOGY, INC.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS ‑ (Continued)

The current portion of the restructuring liability is comprised of $ 120.8 million and $ 8.0 million included as components of accrued liabilities and accounts payable, respectively, and the non-current portion of the restructuring liability is included as a component of other non-current liabilities in the accompanying unaudited condensed consolidated balance sheets.

Customer Warrant

During fiscal 2025, the Company issued a warrant to a customer for the purchase of up to 4.2 million shares (“Warrant Shares”) of the Company’s common stock at an exercise price of $ 87.77 per share.

The warrant has an exercise term of seven years and a vesting term of five years .

The Warrant Shares vest primarily based on the customer’s achievement of qualifying product revenue milestones and are recognized as a reduction to revenue as qualifying revenues are recognized during the five year vesting term.

The grant date fair value of the Warrant was determined to be $ 54.44 per share and a total fair value of $ 227.6 million using the Black-Scholes option pricing model.

A total of 0.1 million Warrant Shares were vested as of May 3, 2025.

Goodwill and Acquired Intangible Assets, Net

Goodwill represents the excess of the purchase price over the fair value of the net tangible and identifiable intangible assets acquired in a business combination.

The carrying value of goodwill as of November 2, 2024 and February 3, 2024 was $ 11.6 billion.

The carrying value of goodwill as of May 3, 2025 and February 1, 2025 was $ 11.1 billion and $ 11.6 billion, respectively.

In connection with the definitive agreement entered into on April 7, 2025, the Company reclassified $ 524.7 million of goodwill to assets held for sale based on the relative fair value of the automotive ethernet business.

See “Note 1 – Basis of Presentation” for discussion of the automotive ethernet business divestiture.

MARVELL TECHNOLOGY, INC.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS ‑ (Continued)

Acquired Intangible Assets, Net

As of November 2, 2024 and February 3, 2024, net carrying amounts excluding fully amortized intangible assets were as follows (in millions, except for weighted-average remaining amortization period):

November 2, 2024

As of May 3, 2025 and February 1, 2025, net carrying amounts excluding fully amortized intangible assets are as follows (in millions, except for weighted-average remaining amortization period):

Gross Carrying Amounts Accumulated Amortization and Impairment Net Carrying Amounts Weighted-Average Remaining Amortization Period (Years)

5 unchanged sentences

Total acquired intangible assets $ 7,573.0 $ ( 5,122.1 ) $ 2,450.9

The Company regularly assesses the results of its business to determine whether events or circumstances exist that indicate whether the carrying amount of the acquired intangible assets may not be recoverable.

During the quarter ended November 2, 2024, impairment charges of $ 240.1 million related to certain acquired developed technologies intangible assets were recognized as part of restructuring actions.

The gross carrying amounts and accumulated amortization of fully impaired intangible assets were excluded from the table above.

See “Note 4 – Restructuring” for further information.

February 1, 2025

Gross Carrying Amounts Accumulated Amortization Net Carrying Amounts Weighted-Average Remaining Amortization Period (Years)

Gross Carrying Amounts Accumulated Amortization and Impairment

Net Carrying Amounts Weighted-Average Remaining Amortization Period (Years)

Developed technologies $ 5,162.0 $ ( 3,466.1 ) $ 1,695.9 3.6

5 unchanged sentences

Total acquired intangible assets $ 7,587.0 $ ( 4,876.4 ) $ 2,710.6

During fiscal 2025, impairment charges of $ 240.1 million related to certain acquired developed technologies intangible assets were recognized as part of restructuring actions.

The gross carrying amounts and accumulated amortization of fully impaired intangible assets were excluded from the table above.

See “Note 7 – Restructuring” for further information.

The intangible assets are amortized on a straight-line basis over the estimated useful lives, except for certain customer contracts and related relationships, which are amortized using an accelerated method of amortization over the expected customer lives, which more closely align with the pattern of realization of economic benefits expected to be obtained.

2 unchanged sentences

In the event the IPR&D is abandoned, the related assets will be written off.

Amortization expense for acquired intangible assets for the three months ended May 3, 2025 and May 4, 2024 was $ 245.7 million and $ 264.9 million, respectively.

MARVELL TECHNOLOGY, INC.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS ‑ (Continued)

Amortization expense for acquired intangible assets for the three and nine months ended November 2, 2024 was $ 264.9 million and $ 805.5 million, respectively.

Amortization expense for acquired intangible assets for the three and nine months ended October 28, 2023 was $ 269.8 million and $ 811.6 million , respectively.

The following table presents the estimated future amortization expense of acquired amortizable intangible assets as of November 2, 2024 (in millions):

The following table presents the estimated future amortization expense of acquired amortizable intangible assets as of May 3, 2025 (in millions):

Fiscal Year Amount

9 unchanged sentences

The fair value hierarchy also requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value.

The Company’s Level 1 assets include marketable equity investments that are classified as other non-current assets and which are valued primarily using quoted market prices.

The Company’s Level 1 assets include marketable equity investments and securities under the Company’s non-qualified deferred compensation (“NQDC”) plan, which are classified as other non-current assets and valued primarily using quoted market prices.

The Company’s Level 2 assets include time deposits, as the market inputs used to value these instruments consist of market yield.

In addition, forward contracts and the severance pay fund are classified within Level 2 of the fair value hierarchy as the valuation inputs are based on quoted prices and market observable data of similar instruments.

MARVELL TECHNOLOGY, INC.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS ‑ (Continued)

The tables below set forth, by level, the Company’s assets and liabilities that are measured at fair value on a recurring basis.

The tables do not include assets and liabilities that are measured at historical cost or any basis other than fair value (in millions):

Fair Value Measurements at November 2, 2024

The tables below set forth, by level, the Company’s assets that are measured at fair value on a recurring basis.

The tables do not include assets that are measured at historical cost or any basis other than fair value (in millions):

Fair Value Measurements at May 3, 2025

Level 1 Level 2 Level 3 Total

2 unchanged sentences

Time deposits $ — $ 60.2 $ — $ 60.2

Prepaid expenses and other current assets:

Foreign currency forward contracts — 0.4 — 0.4

Other non-current assets:

Marketable equity investments 10.1 — — 10.1

Securities under the NQDC plan

Severance pay fund — 0.6 — 0.6

Total assets $ 11.0 $ 61.2 $ — $ 72.2

Accrued liabilities:

Foreign currency forward contracts $ — $ 0.3 $ — $ 0.3

Total liabilities $ — $ 0.3 $ — $ 0.3

MARVELL TECHNOLOGY, INC.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS ‑ (Continued)

The carrying value of investments in non-marketable equity securities recorded to fair value on a non-recurring basis is adjusted for observable transactions for identical or similar investments of the same issuer or for impairment.

1 unchanged sentence

These items measured at fair value on a non-recurring basis are classified as Level 3 in the fair value hierarchy because the value is estimated based on valuation methods using the observable transaction price at the transaction date and other unobservable inputs such as volatility, rights and obligations of the securities held.

As of November 2, 2024 and February 3, 2024, non-marketable equity investments had a carrying value of $ 49.4 million and $ 45.8 million, respectively, and are included in other non-current assets in the Company’s unaudited condensed consolidated balance sheets.

As of May 3, 2025 and February 1, 2025, non-marketable equity investments had a carrying value of $ 48.6 million and $ 48.2 million, respectively, and are included in other non-current assets in the Company’s unaudited condensed consolidated balance sheets.

Fair Value Measurements at February 1, 2025

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Fair Value of Debt

The Company classified the 2026 Term Loan, 2026 Senior Notes, 2028 Senior Notes, 2029 Senior Notes, 2031 Senior Notes, and 2033 Senior Notes as Level 2 in the fair value measurement hierarchy.

The carrying value of the 2026 Term Loan approximates its fair value as the 2026 Term Loan is carried at a market observable interest rate that resets periodically.

The estimated aggregate fair value of the unsecured senior notes was $ 3.4 billion at November 2, 2024 and $ 3.3 billion at February 3, 2024, and were classified as Level 2 as there are quoted prices from less active markets for the notes.

The Company classified the 2026 Term Loan, the 2023 Revolving Credit Facility, 2026 Senior Notes, 2028 Senior Notes, 2029 Senior Notes, 2031 Senior Notes, and 2033 Senior Notes as Level 2 in the fair value measurement hierarchy.

The carrying values of the 2026 Term Loan and the 2023 Revolving Credit Facility approximate their fair value as the 2026 Term Loan and the 2023 Revolving Credit Facility are carried at market observable interest rates that reset periodically.

The estimated aggregate fair value of the unsecured senior notes was $ 3.4 billion at May 3, 2025 and February 1, 2025, and were classified as Level 2 as there are quoted prices from less active markets for the notes.

See “Note 6 – Debt” for additional information.

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Summary of Borrowings and Outstanding Debt

The following table summarizes the Company’s outstanding debt at November 2, 2024 and February 3, 2024 (in millions):

The following table summarizes the Company’s outstanding debt at May 3, 2025 and February 1, 2025 (in millions):

2025 February 1,

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Term Loan Total 557.8 590.6

2023 Revolving Credit Facility 200.0 —

Revolving Credit Facility Total 200.0 —

4.875 % MTG/MTI 2028 Senior Notes

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Non-current portion $ 2,977.4 $ 3,934.3

(1) As of November 2, 2024, the current portion of outstanding debt that is due within twelve months includes a portion of the 2026 Term Loan - 5-Year Tranche.

The weighted-average interest rate on short-term debt outstanding at November 2, 2024 and February 3, 2024 was 6.171 % and 6.830 %, respectively.

2024 and 2026 Term Loans

On December 7, 2020, the Company entered into a term loan credit agreement with a lending syndicate led by JP Morgan Chase Bank, N.A (the “2024 and 2026 Term Loan Agreement”) in order to finance the acquisition of Inphi Corporation (“Inphi”).

The 2024 and 2026 Term Loan Agreement provides for borrowings of $ 1.8 billion consisting of:

(i) $ 875.0 million loan with a 3-year term from the funding date (the “3-Year Tranche Loan”) and (ii) $ 875.0 million loan with a 5-year term from the funding date (the “5-Year Tranche Loan” and, together with the 3-Year Tranche Loan, the “2024 and 2026 Term Loans”).

On April 14, 2023, the Company entered into an amendment to the 2024 and 2026 Term Loan Agreement.

The amendment modifies the existing agreement to, among other things, adopt Secured Overnight Financing Rate (“SOFR”) interest rates and conform the maximum leverage ratio financial covenant with the amended and restated revolving credit agreement.

The 3-Year Tranche Loan, due on April 19, 2024, which had a remaining principal of $ 735.0 million, was repaid in full during the quarter ended October 28, 2023.

Pursuant to the amended 2024 and 2026 Term Loan Agreement, the 5-Year Tranche Loan has a stated floating interest rate which equates to adjusted term SOFR + 137.5 bps.

The effective interest rate for the 5-Year Tranche Loan was 4.980 % as of November 2, 2024.

The 5-Year Tranche Loan requires scheduled principal payments at the end of each fiscal quarter equal to (i) 1.25 % of the aggregate principal amount on the term funding date for the first four full fiscal quarters following the term loan funding date, (ii) 2.50 % of the aggregate principal amount on the term funding date for the fifth through twelfth full fiscal quarters following the term loan funding date, and (iii) 3.75 % of the aggregate principal amount on the term funding date for each fiscal quarter following the twelfth full fiscal quarter following the term loan funding date.

During the three and nine months ended November 2, 2024, the Company repaid $ 32.8 million and $ 76.6 million, respectively, of the principal outstanding of the 5-Year Tranche Loan.

As of November 2, 2024, the Company had $ 623.4 million of 5-Year Tranche Loan borrowings outstanding.

MARVELL TECHNOLOGY, INC.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS ‑ (Continued)

The 2024 and 2026 Term Loan Agreement requires that the Company and its subsidiaries comply with covenants relating to customary matters, including with respect to creating or permitting certain liens, entering into sale and leaseback transactions, and consolidating, merging, liquidating or dissolving.

It also prohibits subsidiaries of the Company from incurring additional indebtedness, subject to certain exceptions, and requires that the Company maintain a leverage ratio financial covenant as of the end of any fiscal quarter.

(1) As of May 3, 2025, the current portion of outstanding debt that is due within twelve months includes the outstanding balance of the 2023 Revolving Credit Facility, the 2026 Term Loan - 5-Year Tranche, and the 2026 Senior Notes.

The Company intends to repay the current balance with operating cash flows or opportunistically refinance such debt.

The weighted-average interest rate on short-term debt outstanding at May 3, 2025 and February 1, 2025 was 4.147 % and 5.785 %, respectively.

2026 Term Loan

The Company’s 2026 Term Loan (the “ 5-Year Tranche Loan”) has a stated floating interest rate which equates to an adjusted term Secured Overnight Financing Rate (“SOFR”) + 137.5 bps.

The effective interest rate for the 5-Year Tranche Loan was 4.914 % as of May 3, 2025.

During the three months ended May 3, 2025, the Company repaid $ 32.8 million of the principal outstanding of the 5-Year Tranche Loan.

As of May 3, 2025, the Company was in compliance with its debt covenants for the term loan agreement.

2023 Revolving Credit Facility

On December 7, 2020, the Company entered into a revolving line of credit agreement with a lending syndicate led by JP Morgan Chase Bank, N.A for borrowings of up to $ 750.0 million.

On April 14, 2023, the Company entered into an agreement to amend and restate the credit facility to increase the borrowing capacity to $ 1.0 billion (as so amended and restated, the “2023 Revolving Credit Facility”).

The 2023 Revolving Credit Facility has a 5-year term and a stated floating interest rate which equates to an adjusted term SOFR plus an applicable margin.

The borrowings from the Revolving Loans will be used for general corporate purposes of the Company.

The Company may prepay any borrowings at any time without premium or penalty.

An unused commitment fee is payable quarterly based on unused balances at a rate that is based on the ratings of the Company’s senior unsecured long-term indebtedness.

This annual rate was 0.175 % at November 2, 2024.

As of November 2, 2024, the 2023 Revolving Credit Facility was undrawn and available for draw down through April 14, 2028.

The 2023 Revolving Credit Facility requires that the Company and its subsidiaries comply with covenants relating to customary matters.

The covenants are consistent with the 2024 and 2026 Term Loan Agreement covenants discussed above.

As of November 2, 2024, the Company was in compliance with its debt covenants for the credit agreements discussed above.

2029 and 2033 Senior Unsecured Notes

On September 18, 2023, the Company completed an offering of (i) $ 500.0 million aggregate principal amount of the Company’s 5.750 % Senior Notes due 2029 (the “2029 Senior Notes”) and (ii) $ 500.0 million aggregate principal amount of the Company’s 5.950 % Senior Notes due 2033 (the “2033 Senior Notes”, and, together with the 2029 Senior Notes, the “2029 and 2033 Senior Notes”).

The 2029 Senior Notes have a 5.5 -year term and mature on February 15, 2029 and the 2033 Senior Notes have a 10 -year term and mature on September 15, 2033.

The stated and effective interest rates for the 2029 Senior Notes are 5.750 % and 5.891 %, respectively.

The stated and effective interest rates for the 2033 Senior Notes are 5.950 % and 6.082 %, respectively.

The Company may redeem the 2029 and 2033 Senior Notes, in whole or in part, at any time prior to their maturity at the redemption prices set forth in 2029 and 2033 Senior Notes.

In addition, upon the occurrence of a change of control repurchase event (which involves the occurrence of both a change of control and a ratings event involving the 2029 and 2033 Senior Notes being rated below investment grade), the Company will be required to make an offer to repurchase the 2029 and 2033 Senior Notes at a price equal to 101 % of the principal amount of the notes, plus accrued and unpaid interest to, but excluding, the repurchase date.

The indenture governing the 2029 and 2033 Senior Notes also contains certain limited covenants restricting the Company’s ability to incur certain liens, enter into certain sale and leaseback transactions and merge or consolidate with any other entity or convey, transfer or lease all or substantially all of the Company’s properties or assets to another person, which, in each case, are subject to certain qualifications and exceptions.

As of November 2, 2024, the Company had $ 1.0 billion borrowings outstanding from 2029 and 2033 Senior Notes.

2026, 2028, and 2031 Senior Unsecured Notes

On April 12, 2021, the Company completed an offering of (i) $ 500.0 million aggregate principal amount of the Company’s 1.650 % Senior Notes due 2026 (the “2026 Senior Notes”), (ii) $ 750.0 million aggregate principal amount of the Company’s 2.450 % Senior Notes due 2028 (the “2028 Senior Notes”) and (iii) $ 750.0 million aggregate principal amount of the Company’s 2.950 % Senior Notes due 2031 (the “2031 Senior Notes”, and, together with the 2026 Senior Notes and the 2028 Senior Notes, the “2026, 2028 and 2031 Senior Notes”).

On October 8, 2021, the 2026, 2028 and 2031 Senior Notes issued on April 12, 2021 were exchanged for new notes.

The terms of the new notes issued in the exchange are substantially identical to the notes issued in April 2021, except that the new notes are registered under the Securities Act of 1933, as amended (the “Securities Act”) and the transfer restrictions and registration rights applicable to the 2026, 2028 and 2031 Senior Notes issued in April 2021 do not apply to the new notes.

The Company’s 2023 Revolving Credit Facility has a stated floating interest rate which equates to an adjusted term SOFR plus an applicable margin.

The annual unused commitment fee rate was 0.175 % at May 3, 2025.

During the three months ended May 3, 2025, the Company drew down $ 200.0 million on the 2023 Revolving Credit Facility that remained outstanding at May 3, 2025.

The Company intends to repay the outstanding amount during fiscal 2026.

As of May 3, 2025, $ 800.0 million of the $ 1.0 billion total borrowing capacity under the 2023 Revolving Credit Facility was undrawn and is available for draw down through April 14, 2028.

As of May 3, 2025, the Company was in compliance with its debt covenants for the revolving line of credit agreement.

MARVELL TECHNOLOGY, INC.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS ‑ (Continued)

The 2026 Senior Notes have a 5 -year term and mature on April 15, 2026, the 2028 Senior Notes have a 7 -year term and mature on April 15, 2028, and the 2031 Senior Notes have a 10 -year term and mature on April 15, 2031.

The stated and effective interest rates for the 2026 Senior Notes are 1.650 % and 1.839 %, respectively.

The stated and effective interest rates for the 2028 Senior Notes are 2.450 % and 2.554 %, respectively.

The stated and effective interest rates for the 2031 Senior Notes are 2.950 % and 3.043 %, respectively.

The Company may redeem the 2026, 2028 and 2031 Senior Notes, in whole or in part, at any time prior to their respective maturity at the redemption prices set forth in the indenture governing the 2026, 2028 and 2031 Senior Notes.

In addition, upon the occurrence of a change of control repurchase event (which involves the occurrence of both a change of control and a ratings event involving the 2026, 2028 and 2031 Senior Notes being rated below investment grade), the Company will be required to make an offer to repurchase the 2026, 2028 and 2031 Senior Notes at a price equal to 101 % of the principal amount of the notes, plus accrued and unpaid interest to, but excluding, the repurchase date.

The indenture governing the 2026, 2028 and 2031 Senior Notes also contains certain limited covenants restricting the Company’s ability to incur certain liens, enter into certain sale and leaseback transactions and merge or consolidate with any other entity or convey, transfer or lease all or substantially all of the Company’s properties or assets to another person, which, in each case, are subject to certain qualifications and exceptions.

As of November 2, 2024, the Company had $ 2.0 billion borrowings outstanding from 2026, 2028 and 2031 Senior Notes.

2029 and 2033 Senior Unsecured Notes

On June 22, 2018, the Company’s Bermuda-based parent company Marvell Technology Group, Ltd.

(“MTG”) completed a public offering of (i) $ 500.0 million aggregate principal amount of 4.200 % Senior Notes due 2023 (the “MTG 2023 Notes”) and (ii) $ 500.0 million aggregate principal amount of 4.875 % Senior Notes due 2028 (the “MTG 2028 Notes” and, together with the MTG 2023 Notes, the “MTG Senior Notes”).

In April 2021, in conjunction with the Company’s U.S.

domiciliation, the Company commenced Exchange Offers on April 19, 2021 for the outstanding $ 1.0 billion in aggregate principal amount of the MTG Senior Notes outstanding in exchange for corresponding senior notes to be issued by the Company’s U.S.

domiciled parent MTI.

MTI made an offer to (i) exchange any and all of the outstanding MTG 2023 Notes for up to an aggregate principal amount of $ 500.0 million of new 4.200 % Senior Notes due 2023 issued by MTI (the “MTI 2023 Notes”) and to (ii) exchange any and all of the outstanding MTG 2028 Notes for up to an aggregate principal amount of $ 500.0 million of new 4.875 % Senior Notes due 2028 issued by MTI (the “MTI 2028 Notes” and, together with the MTI 2023 Notes, the “MTI Senior Notes”).

Each new series of MTI Senior Notes have the same interest rate, maturity date, redemption terms and interest payment dates and are subject to substantially similar covenants as the corresponding series of the MTG Senior Notes for which they were offered in exchange.

The settlement of the Exchange Offers occurred on May 4, 2021 with $ 433.9 million aggregate principal amount of the MTG 2023 Notes and $ 479.5 million aggregate principal amount of the MTG 2028 Notes.

The exchange was accounted for as a debt modification in accordance with applicable accounting guidance.

On December 16, 2021, the MTI Senior Notes issued on May 4, 2021 were exchanged for new notes.

The terms of the new notes issued in the exchange are substantially identical to the notes issued in May 2021, except that the new notes are registered under the Securities Act and the transfer restrictions and registration rights applicable to the MTI Senior Notes issued in May 2021 do not apply to the new notes.

The MTI 2023 Notes and MTG 2023 Notes with aggregate principal of $ 500.0 million matured on June 22, 2023 and was repaid.

The MTI 2028 Notes mature on June 22, 2028.

The stated and effective interest rates for the MTI 2028 Notes are 4.875 % and 4.988 %, respectively.

The Company may redeem the MTI Senior Notes, in whole or in part, at any time prior to their maturity at the redemption prices set forth in MTI Senior Notes.

In addition, upon the occurrence of a change of control repurchase event (which involves the occurrence of both a change of control and a ratings event involving the MTI Senior Notes being rated below investment grade), the Company will be required to make an offer to repurchase the MTI Senior Notes at a price equal to 101 % of the principal amount of the notes, plus accrued and unpaid interest to, but excluding, the repurchase date.

The indenture governing the MTI Senior Notes also contains certain limited covenants restricting the Company’s ability to incur certain liens, enter into certain sale and leaseback transactions and merge or consolidate with any other entity or convey, transfer or lease all or substantially all of the Company’s properties or assets to another person, which, in each case, are subject to certain qualifications and exceptions.

The MTG 2028 Notes mature on June 22, 2028.

The stated and effective interest rates for the MTG 2028 Notes are 4.875 % and 4.940 %, respectively.

The Company may redeem the MTG Senior Notes, in whole or in part, at any time prior to their maturity at the redemption prices set forth in MTG Senior Notes.

As of November 2, 2024, the Company had $ 499.9 million borrowings outstanding from MTI 2028 Notes and MTG 2028 Notes.

MARVELL TECHNOLOGY, INC.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS ‑ (Continued)

The stated and effective interest rates for the Company’s 2029 Senior Notes are 5.750 % and 5.891 %, respectively.

The stated and effective interest rates for the Company’s 2033 Senior Notes are 5.950 % and 6.082 %, respectively.

2026, 2028, and 2031 Senior Unsecured Notes

The stated and effective interest rates for the Company’s 2026 Senior Notes are 1.650 % and 1.839 %, respectively.

The stated and effective interest rates for the Company’s 2028 Senior Notes are 2.450 % and 2.554 %, respectively.

The stated and effective interest rates for the Company’s 2031 Senior Notes are 2.950 % and 3.043 %, respectively.

MTG / MTI 2028 Senior Unsecured Notes

The stated and effective interest rates for the Company’s MTI 2028 Senior Notes are 4.875 % and 4.988 %, respectively.

The stated and effective interest rates for the Company’s MTG 2028 Senior Notes are 4.875 % and 4.940 %, respectively.

Interest Expense and Future Contractual Maturities

During the three and nine months ended November 2, 2024, the Company recognized $ 45.6 million and $ 138.9 million, respectively, of interest expense in its unaudited condensed consolidated statements of operations related to interest, amortization of debt issuance costs and accretion of discount associated with the outstanding debt.

During the three and nine months ended October 28, 2023, the Company recognized $ 49.6 million and $ 152.0 million, respectively, of interest expense in its unaudited condensed consolidated statements of operations related to interest, amortization of debt issuance costs and accretion of discount associated with the outstanding debt.

As of November 2, 2024, the aggregate future contractual maturities of the Company’s outstanding debt, at face value, are as follows (in millions):

During the three months ended May 3, 2025 and May 4, 2024, the Company recognized $ 44.8 million and $ 46.8 million, respectively, of interest expense in its unaudited condensed consolidated statements of operations related to interest, amortization of debt issuance costs and accretion of discount associated with the outstanding debt.

As of May 3, 2025, the aggregate future contractual maturities of the Company’s outstanding debt, at face value, are as follows (in millions):

Fiscal Year Amount

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Total $ 4,257.7

For additional information about the Company's debt, see "Note 7 - Debt" in the Notes to Consolidated Financial Statements within Item 8 of the Company's Annual Report on Form 10-K for the fiscal year ended February 1, 2025.

Restructuring

The Company continuously evaluates its existing operations to increase operational efficiency, decrease costs and increase profitability.

Restructuring charges were mainly comprised of impairment and write-off of acquired intangible assets, purchased technology licenses, inventories, property and equipment and other non-current assets, as well as recognition of future contractual obligations, severance, other one-time termination benefits, and other costs.

The Company expects the Fiscal 2025 Plan to be substantially completed by the end of fiscal 2026.

During the three months ended May 3, 2025, the Company recognized a net restructuring gain of $ 12.3 million, mainly comprised of a gain on sale of property that was affected by restructuring actions associated with project and facility reductions to optimize resources, offset by employee severance and related costs.

During the three months ended May 4, 2024, the Company recognized restructuring related charges of $ 4.1 million, mainly comprised of employee severance and related costs.

MARVELL TECHNOLOGY, INC.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS ‑ (Continued)

The following table sets forth a reconciliation of the beginning and ending restructuring liability balances by major type of cost associated with the restructuring charges (in millions):

Employee Severance and Related Costs

Other Exit-Related Costs

Balance at February 1, 2025 $ 12.9 $ 316.2 $ 329.1

2.5 ( 0.8 ) 1.7

Net cash payments ( 10.1 ) ( 11.7 ) ( 21.8 )

Balance at May 3, 2025 5.3 303.7 309.0

non-current portion — 219.9 219.9

Current portion $ 5.3 $ 83.8 $ 89.1

(1) Restructuring gain of $ 14.0 million recognized in the current quarter was recorded directly to the unaudited condensed consolidated statements of operations and was not included in the restructuring liability balances above.

The current portion of the restructuring liability is comprised of $ 61.1 million and $ 28.0 million included as components of accrued liabilities and accounts payable, respectively, and the non-current portion of the restructuring liability is included as a component of other non-current liabilities in the accompanying unaudited condensed consolidated balance sheets.

Commitments and Contingencies

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The Company may offer a longer warranty period in limited situations based on product type and negotiated warranty terms with certain customers.

The Company’s commitments primarily consist of wafer purchase obligations with foundry partners, supply capacity reservation payment commitments with foundries and test & assembly partners, and technology license fee obligations.

Total future unconditional purchase commitments as of November 2, 2024, are as follows (in millions):

Fiscal Year Purchase Commitments to Foundries and Test & Assembly Partners

Technology License Fees

The Company’s commitments primarily consist of wafer purchase obligations with foundry partners, supply capacity reservation payment commitments with foundries and test and assembly partners, technology license fee obligations, minimum purchase commitments under technology service agreements, and commitments for capital expenditures.

Future unconditional purchase commitments as of May 3, 2025 are as follows (in millions):

Fiscal Year Purchase Commitments to Foundries and Test and Assembly Partners

Technology Services and License Fees

Remainder of 2026 $ 816.4 $ 134.6

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Technology license fees include the liabilities under agreements for technology licenses between the Company and various vendors.

In addition, as of May 3, 2025, the Company had approximately $ 152.2 million of commitments for capital expenditures, majority of which are expected to be paid within fiscal 2026.

MARVELL TECHNOLOGY, INC.

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Under the Company’s manufacturing relationships with its foundry partners, cancellation of outstanding purchase orders is allowed but requires payment of all costs and expenses incurred through the date of cancellation, and in some cases, may result in incremental fees, loss of amounts paid in advance, or loss of priority to reserved capacity for a period of time.

The Company entered into manufacturing supply capacity reservation agreements with foundries and test & assembly suppliers in prior fiscal years.

The Company entered into manufacturing supply capacity reservation agreements with foundries and test and assembly suppliers in prior fiscal years.

Under these arrangements, the Company agreed to pay capacity fees or refundable deposits to the suppliers in exchange for reserved manufacturing production capacity over the term of the agreements, which ranges from 4 to 10 years.

In addition, the Company committed to certain purchase levels that were in line with the capacity reserved.

During the first and second quarters of fiscal 2025, the Company worked with its foundry and test & assembly suppliers to amend certain manufacturing supply capacity reservation agreements, which resulted in reducing the Company’s related purchase level commitments.

The Company currently estimates that it has agreed to purchase level commitments of at least $ 534.9 million of wafers, substrates, and other manufacturing products for the remainder of fiscal 2026 through fiscal 2033 u nder the capacity reservation agreements.

In addition, total fees and refundable deposits payable under these arrangements are $ 59.6 million for the remainder of fiscal 2025 through fiscal 2028.

In addition, total fees and refundable deposits payable under these arrangements are $ 23.1 million in fiscal 2027 through fiscal 2028.

Such purchase commitments are summarized in the preced ing table.

In September 2021, the Company entered into a technology licensing agreement with a vendor which provides complete access to the vendor’s intellectual property portfolio for 10 years.

The arrangement provides access to intellectual property over the term of the contract, including existing intellectual property, as well as intellectual property in development, and to be developed in the future.

The contract provides support and maintenance over the term of the contract as well.

In September 2021, the Company entered into a technology licensing agreement with a vendor which provided complete access to the vendor’s intellectual property portfolio for 10 years.

The arrangement provided access to intellectual property over the term of the contract, including existing intellectual property, as well as intellectual property in development, and to be developed in the future.

The contract provided support and maintenance over the term of the contract as well.

In the third quarter of fiscal 2025, the Company ceased use of this arrangement due to restructuring actions taken during the quarter, resulting in recognition of asset impairment charges.

See “Note 7 – Restructuring” for further information.

Aggregate remaining fees of $ 268.5 million are payable quarterly over the contract term.

Aggregate remaining fees of $ 268.5 million as of the cease use date are payable quarterly over the contract term.

Contingencies and Legal Proceedings

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The Company evaluates, at least on a quarterly basis, developments in its Legal Matters that could affect the amount of any accrual, as well as any developments that would result in a loss contingency to become both probable and reasonably estimable.

In the third quarter of fiscal 2025, the Company reserved $ 50.0 million in relation to a contractual disagreement with a customer that was influenced by the restructuring actions initiated by the Fiscal 2025 Plan.

See “Note 4 – Restructuring” for additional information.

This disagreement remains unresolved as of the third quarter ended November 2, 2024.

The ultimate outcome of this and other Legal Matters involves judgments, estimates and inherent uncertainties.

The ultimate outcome of its pending Legal Matters involves judgments, estimates and inherent uncertainties.

An unfavorable outcome in a Legal Matter could require the Company to pay damages or could prevent the Company from selling some of its products in certain jurisdictions.

While the Company cannot predict with certainty the results of the Legal Matters in which it is currently involved, the Company does not expect that the ultimate costs to resolve these Legal Matters will individually or in the aggregate have a material adverse effect on its financial condition, however, there can be no assurance that the current or any future Legal Matters will be resolved in a manner that is not adverse to the Company’s business, financial statements, results of operations or cash flows.

As of the end of the third quarter of fiscal 2024, the Company recognized approximately $ 198.0 million of charges for product related claims;

such claims were fully resolved in the fourth quarter of fiscal 2024.

MARVELL TECHNOLOGY, INC.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS ‑ (Continued)

Indemnities, Commitments and Guarantees

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The Company does, however, accrue for losses for any known contingent liability, including those that may arise from indemnification provisions, when future payment is probable and estimable.

MARVELL TECHNOLOGY, INC.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS ‑ (Continued)

Intellectual Property Indemnification

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The Company’s quarterly tax provision, and estimate of its annual effective tax rate, is subject to variation due to several factors, including variability in accurately predicting its pre-tax income or loss and the mix of jurisdictions to which they relate, intercompany transactions, changes in tax laws, the applicability of special tax regimes, changes in how the Company does business, discrete items, and acquisitions, as well as the integration of such acquisitions.

The Company recorded income tax benefit of $ 74.2 million and $ 9.3 million for the three and nine months ended November 2, 2024, respectively.

The Company recorded income tax expense of $ 38.0 million for the three months ended May 3, 2025.

The Company’s estimated effective tax rate for the year differs from the U.S.

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taxation of foreign operations, benefits from tax credits, valuation allowance releases as well as discrete tax benefits and expenses for excess deductions and deficiencies on stock-based compensation.

The Company operates under tax incentives in certain countries that may be extended and/or renewed if certain additional requirements are satisfied.

The tax incentives are conditional upon meeting certain employment and investment thresholds.

No tax benefit was recorded for the three and nine months ended November 2, 2024 and October 28, 2023.

The amount of unrecognized tax benefits could increase or decrease due to changes in tax law in various jurisdictions, the effects of income tax audits, and changes in the U.S.

dollar as compared to foreign currencies within the next 12 months.

Excluding these factors, the Company does not expect a material decrease to its uncertain tax positions as a result of the lapse of the statutes of limitations in various jurisdictions during the next 12 months.

Net Loss Per Share

The Company reports both basic net loss per share, which is based on the weighted-average number of common stock outstanding during the period, and diluted net loss per share, which is based on the weighted-average number of common stock outstanding and potentially dilutive shares outstanding during the period.

MARVELL TECHNOLOGY, INC.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS ‑ (Continued)

The computations of basic and diluted net loss per share are presented in the following table (in millions, except per share amounts):

Three Months Ended Nine Months Ended

2024 October 28,

2023 November 2,

2024 October 28,

Net loss $ ( 676.3 ) $ ( 164.3 ) $ ( 1,085.2 ) $ ( 540.7 )

Net Income (Loss) Per Share

The Company reports both basic net income (loss) per share, which is based on the weighted-average number of common stock outstanding during the period, and diluted net income (loss) per share, which is based on the weighted-average number of common stock outstanding and potentially dilutive shares outstanding during the period.

The computations of basic and diluted net income (loss) per share are presented in the following table (in millions, except per share amounts):

Three Months Ended

Net income (loss) $ 177.9 $ ( 215.6 )

Weighted-average shares — basic 864.8 865.0

Effect of dilutive securities:

Stock-based awards — — — —

Stock-based awards and warrant shares

Weighted-average shares — diluted 875.6 865.0

Net loss per share

Net income (loss) per share

Basic $ 0.21 $ ( 0.25 )

Diluted $ 0.20 $ ( 0.25 )

Potential dilutive securities include dilutive common stock from stock-based awards attributable to the assumed exercise of stock options, restricted stock units and employee stock purchase plan shares using the treasury stock method.

Potential dilutive securities include dilutive common stock from stock-based awards attributable to the assumed exercise of stock options, restricted stock units, employee stock purchase plan shares and warrant shares using the treasury stock method.

Under the treasury stock method, potential common stock outstanding are not included in the computation of diluted net income per share if their effect is anti-dilutive.

MARVELL TECHNOLOGY, INC.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS ‑ (Continued)

Anti-dilutive potential shares are presented in the following table (in millions):

Three Months Ended Nine Months Ended

2024 October 28,

2023 November 2,

2024 October 28,

Three Months Ended

Weighted-average shares outstanding:

Stock-based awards 11.0 11.0 11.1 8.7

Stock-based awards and warrant shares 3.4 11.5

Anti-dilutive potential shares from stock-based awards are excluded from the calculation of diluted earnings per share for all periods reported above because either their exercise price exceeded the average market price during the period or the stock-based awards were determined to be anti-dilutive based on applying the treasury stock method.

Anti-dilutive potential shares from stock-based awards are excluded from the calculation of diluted earnings per share for the three and nine months ended November 2, 2024 and October 28, 2023 due to the net losses reported in those periods.

Anti-dilutive potential shares from stock-based awards are excluded from the calculation of diluted earnings per share for the three months ended May 4, 2024 due to the net loss reported in that period.

Segment Information

The Company operates in one reportable segment — the design, development and sale of integrated circuits.

The chief executive officer was identified as the chief operating decision maker (“CODM”).

Based on his direct involvement with the Company’s operations and product development, the CODM is ultimately responsible for and actively involved in the allocation of resources and the assessment of the Company’s performance using consolidated net income (loss) reported on the unaudited condensed consolidated statements of operations.

The Company’s organizational structure is based along functional lines, with each of the functional department heads, as well as shared resources, reporting directly to the CODM or to a direct report of the CODM.

The Company uses a highly-integrated approach in developing its products in that discrete technologies developed by the Company are frequently integrated across many of its products, and substantially all of the Company’s integrated circuits are manufactured under similar manufacturing processes.

Accordingly, the Company operates under a single operating segment.

The following table presents a summary of consolidated net income (loss) inclusive of significant segment expenses and other expense information provided to the CODM (in millions):

Three Months Ended

$ 1,895.3 $ 1,160.9

Product costs (a)

Employee compensation and related in operating expenses

Amortization of acquired intangible assets

Restructuring related charges (gains), net

Stock-based compensation

Engineering design related costs

Interest expense

Provision for income taxes

Other segment expenses (b)

Net income (loss)

$ 177.9 $ ( 215.6 )

(a) Includes material, labor and other product related costs, excluding the other categories above.

(b) Includes depreciation and amortization expenses, facilities expenses, legal expenses, interest income and other income and expenses.

MARVELL TECHNOLOGY, INC.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS ‑ (Continued)

This expense information is based on management's internal view of expense classification when reviewing aspects of financial and operating performance of the business, and may not be representative of expense classification that is comparable to other peer companies' internal management views.

As a result, this expense information should not be considered in isolation or as substitute for analysis of Marvell’s results in conjunction with the accompanying unaudited condensed consolidated financial statements and notes thereto.

Supplemental Financial Information (in millions)

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After the sale of its trade accounts receivable, the Company will collect payment from the customer and remit it to the third-party financial institution.

Total trade accounts receivable sold under the factoring arrangement were $ 248.8 million and $ 743.2 million for the three and nine months ended November 2, 2024, respectively, of which $ 284.3 million remained subject to servicing by the Company as of November 2, 2024.

Total trade accounts receivable sold under the factoring arrangement were $ 174.4 million for the three and nine months ended October 28, 2023, of which $ 174.4 million remained subject to servicing by the Company as of October 28, 2023.

Total trade accounts receivable sold under the factoring arrangement was $ 289.6 million for the three months ended May 3, 2025, of which $ 279.5 million remained subject to servicing by the Company as of May 3, 2025.

Total trade accounts receivable sold under the factoring arrangement were $ 268.1 million for the three months ended May 4, 2024, of which $ 268.1 million remained subject to servicing by the Company as of May 4, 2024.

Factoring fees for the sales of receivables were recorded in interest income and other, net and were not material.

15 unchanged sentences

Prepaid ship and debits $ 439.8 $ 516.9

Technology licenses 376.3 401.3

Prepayments on supply capacity reservation agreements 310.5 307.8

Operating right-of-use assets 246.3 246.0

Technology licenses 164.0 350.6

Non-marketable equity investments 48.6 48.2

6 unchanged sentences

Variable consideration estimates (1) $ 493.0 $ 517.9

Accrued restructuring 120.8 16.1

Technology license obligations 101.4 101.8

Accrued income tax payable 78.0 55.6

Accrued restructuring 61.1 91.5

Lease liabilities - current portion 50.2 48.3

Deferred revenue 31.8 22.1

Accrued income tax payable 33.4 17.8

Accrued interest payable 22.7 41.3

Accrued warranty expense 16.9 25.5

Accrued interest 24.9 43.5

Accrued royalties 19.1 11.7

Accrued legal reserve 12.2 11.7

4 unchanged sentences

Other non-current liabilities:

Non-current restructuring liabilities $ 236.9 $ 0.9

Lease liabilities - non-current $ 229.2 $ 231.0

Non-current restructuring liabilities 219.9 228.4

Technology license obligations 214.6 233.8

Non-current income tax payable 76.5 73.4

Deferred tax liabilities 34.2 33.8

Technology license obligations 37.0 196.5

Other 17.8 16.0

8 unchanged sentences

Net current-period other comprehensive income (loss), net of tax ( 0.5 )

Balance at November 2, 2024 $ ( 0.3 )

Balance at May 3, 2025 $ ( 0.1 )

MARVELL TECHNOLOGY, INC.

2 unchanged sentences

(Loss) on Cash

Balance at January 28, 2023 $ —

Balance at February 3, 2024 $ 1.1

Other comprehensive income (loss) before reclassifications ( 0.2 )

1 unchanged sentence

Net current-period other comprehensive income (loss), net of tax ( 0.7 )

Balance at October 28, 2023 $ ( 1.4 )

Balance at May 4, 2024 $ 0.4

Government Incentives

On May 1, 2025, the Company received notification that its application for government incentives in a foreign jurisdiction in which the Company operates has been approved by the necessary government agencies.

The Company is accounting for the benefit as a government incentive and has elected to reduce qualifying cost of sales and operating expenditures by the incentives earned, recognized in the same line item on the unaudited condensed consolidated statements of operations for which the incentive is intended to compensate.

For incentives related to the purchase of qualifying expenditures that are subject to capitalization, the Company has elected to reduce the cost basis of the underlying capitalized assets by the associated incentives and is recognizing incentive benefits in the unaudited condensed consolidated statements of operations in accordance with the cost recovery of the assets.

Government incentives earned prior to being received are recognized in prepaid expenses and other current assets on the Company’s unaudited condensed consolidated balance sheets.

Stock Repurchase Program

3 unchanged sentences

On March 7, 2024, the Company announced that its Board of Directors authorized a $ 3.0 billion addition to the balance of its existing stock repurchase program.

As of November 2, 2024, $ 2.8 billion remained available for future stock repurchases.

As of May 3, 2025, $ 2.2 billion remained available for future stock repurchases.

The Company intends to effect stock 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 stock repurchase program is subject to market conditions and other factors, and does not obligate the Company to repurchase any dollar amount or number of shares of its common stock and the repurchase program may be extended, modified, suspended or discontinued at any time.

During the three months ended November 2, 2024, the Company repurchased 2.6 million shares of its common stock for $ 200.0 million.

During the nine months ended November 2, 2024, the Company repurchased 7.3 million shares of its common stock for $ 525.0 million.

During the three and nine months ended October 28, 2023, the Company repurchased 0.8 million shares of its common stock for $ 50.0 million pursuant to a 10b5-1 trading plan.

During the three months ended May 3, 2025, the Company repurchased 5.6 million shares of its common stock for $ 340.0 million.

During the three months ended May 4, 2024, the Company repurchased 2.2 million shares of its common stock for $ 150.0 million.

The Company records all repurchases, as well as investment purchases and sales, based on their trade date.

The repurchased shares are retired immediately after repurchases are completed.

Subsequent Event - Equity Warrant

Subsequent to quarter end, the Company issued a warrant to a customer to purchase an aggregate of up to 4,180,683 of the Company’s common stock at an exercise price of $ 87.7706 per share over a seven-year term expiring in December 2031.

The warrant is eligible for vesting upon meeting certain revenue milestone conditions or time-based conditions.

The Company expects to account for the transaction as an equity classified transaction and recognize the fair value of the grant as a reduction of revenue during the vesting term of the customer contract.

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-Q

Item 1. Financial Statements