What changed in this filing

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Item 1. Financial Statements

2025-08-29 compared with 2025-05-30 · 167 added, 90 removed, 527 unchanged (33% of the section changed)

31 unchanged sentences

Additional paid-in capital 14,259.4 14,534.1

Accumulated other comprehensive income (loss) ( 0.1 ) 0.4

Accumulated other comprehensive income 0.6 0.4

Accumulated deficit ( 840.0 ) ( 1,109.2 )

5 unchanged sentences

(In millions, except per share amounts)

Three Months Ended

Three Months Ended Six Months Ended

2025 August 3,

2024 August 2,

2025 August 3,

Net revenue $ 2,006.1 $ 1,272.9 $ 3,901.4 $ 2,433.8

22 unchanged sentences

(In millions)

Three Months Ended

Three Months Ended Six Months Ended

2025 August 3,

2024 August 2,

2025 August 3,

Net income (loss) $ 194.8 $ ( 193.3 ) $ 372.7 $ ( 408.9 )

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 )

Other comprehensive income (loss), net of tax

Net change in unrealized gain (loss) on cash flow hedges 0.7 ( 0.8 ) 0.2 ( 1.5 )

Other comprehensive income (loss), net of tax 0.7 ( 0.8 ) 0.2 ( 1.5 )

Comprehensive income (loss), net of tax $ 195.5 $ ( 194.1 ) $ 372.9 $ ( 410.4 )

16 unchanged sentences

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 2.6 — 50.5 — — 50.5

Tax withholdings related to net share settlement of restricted stock units — — ( 50.7 ) — — ( 50.7 )

Stock-based compensation — — 153.1 — — 153.1

Repurchase of common stock ( 2.7 ) — ( 200.0 ) — — ( 200.0 )

Vestings of common stock in connection with customer warrant — — 12.3 — — 12.3

Cash dividends declared and paid ($ 0.06 per share)

— — — — ( 51.7 ) ( 51.7 )

Net income — — — — 194.8 194.8

Other comprehensive income — — — 0.7 — 0.7

Balance at August 2, 2025 862.1 $ 1.7 $ 14,259.4 $ 0.6 $ ( 840.0 ) $ 13,421.7

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 Income (Loss) Accumulated Deficit

10 unchanged sentences

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

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

See accompanying notes to unaudited condensed consolidated financial statements

MARVELL TECHNOLOGY, INC.

1 unchanged sentence

(In millions)

Three Months Ended

Six Months Ended

2025 August 3,

Cash flows from operating activities:

31 unchanged sentences

Net cash used in financing activities ( 347.1 ) ( 618.1 )

Net decrease in cash and cash equivalents ( 62.4 ) ( 103.1 )

Net increase (decrease) in cash and cash equivalents 276.1 ( 142.1 )

Cash and cash equivalents at beginning of period 948.3 950.8

5 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 months ended May 3, 2025, 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 and six months ended August 2, 2025, have been prepared as required by the U.S.

Securities and Exchange Commission (the “SEC”).

18 unchanged sentences

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.

As of August 2, 2025, the Company classified assets held for sale of $ 595.5 million, which consisted of $ 33.0 million of inventories, $ 20.3 million of property and equipment, $ 524.7 million of goodwill, $ 14.0 million of acquired intangible assets, and other related assets.

Subsequent to quarter end, on August 14, 2025, the Company completed the sale of its automotive ethernet business to the Buyer for $ 2.5 billion.

The Company expects to record a gain on sale in the third quarter of fiscal 2026.

Use of Estimates

27 unchanged sentences

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

Three Months Ended

2025 % of Total May 4,

Three Months Ended Six Months Ended

2025 % of Total August 3,

2024 % of Total August 2,

2025 % of Total August 3,

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

2025 % of Total May 4,

Three Months Ended Six Months Ended

2025 % of Total August 3,

2024 % of Total August 2,

2025 % of Total August 3,

2024 % of Total

5 unchanged sentences

Netherlands 55.7 3 % 7.7 1 % 147.0 4 % 14.5 1 %

Malaysia 76.9 4 % 29.4 2 % 111.8 3 % 82.4 3 %

Japan 53.3 3 % 33.2 3 % 100.2 3 % 50.5 2 %

Thailand 42.2 2 % 65.0 5 %

Finland 51.0 3 % 19.6 2 % 87.1 2 % 42.0 2 %

Malaysia 34.9 2 % 53.0 5 %

Thailand 33.6 2 % 95.0 7 % 75.8 2 % 160.0 7 %

Other 158.7 7 % 117.6 9 % 298.1 7 % 214.0 9 %

5 unchanged sentences

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

Three Months Ended

2025 % of Total May 4,

Three Months Ended Six Months Ended

2025 % of Total August 3,

2024 % of Total August 2,

2025 % of Total August 3,

2024 % of Total

6 unchanged sentences

Contract liability balances are comprised of deferred revenue.

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.

The amount of revenue recognized during the six months ended August 2, 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.

5 unchanged sentences

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.

A total of 0.4 million Warrant Shares were vested as of August 2, 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 May 3, 2025 and February 1, 2025 was $ 11.1 billion and $ 11.6 billion, respectively.

The carrying value of goodwill as of August 2, 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.

3 unchanged sentences

Acquired Intangible Assets, Net

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):

As of August 2, 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):

August 2, 2025

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

23 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.

Amortization expense for acquired intangible assets for the three and six months ended August 2, 2025 was $ 243.7 million and $ 489.4 million, respectively.

Amortization expense for acquired intangible assets for the three and six months ended August 3, 2024 was $ 275.7 million and $ 540.6 million, respectively.

MARVELL TECHNOLOGY, INC.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS ‑ (Continued)

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

The following table presents the estimated future amortization expense of acquired amortizable intangible assets as of August 2, 2025 (in millions):

Fiscal Year Amount

14 unchanged sentences

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

Fair Value Measurements at August 2, 2025

Level 1 Level 2 Level 3 Total

14 unchanged sentences

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 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.

As of August 2, 2025 and February 1, 2025, non-marketable equity investments had a carrying value of $ 73.0 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

10 unchanged sentences

Fair Value of Debt

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.

The Company classified the 2026 Senior Notes, 2028 Senior Notes, 2029 Senior Notes, 2030 Senior Notes, 2031 Senior Notes, 2033 Senior Notes and 2035 Senior Notes as Level 2 in the fair value measurement hierarchy.

The estimated aggregate fair value of the unsecured senior notes was $ 4.5 billion at August 2, 2025 and $ 3.4 billion at 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.

2 unchanged sentences

Summary of Borrowings and Outstanding Debt

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

The following table summarizes the Company’s outstanding debt at August 2, 2025 and February 1, 2025 (in millions):

Effective Interest Rate August 2,

2025 February 1,

2 unchanged sentences

Term Loan Total — 590.6

2023 Revolving Credit Facility 200.0 —

Revolving Credit Facility Total 200.0 —

4.875 % MTG/MTI 2028 Senior Notes

4.940 % / 4.988 %

1.650 % 2026 Senior Notes

1.839 % 500.0 500.0

2.450 % 2028 Senior Notes

2.554 % 750.0 750.0

5.750 % 2029 Senior Notes

5.891 % 500.0 500.0

4.750 % 2030 Senior Notes

4.880 % 500.0 —

2.950 % 2031 Senior Notes

3.043 % 750.0 750.0

5.950 % 2033 Senior Notes

6.082 % 500.0 500.0

5.450 % 2035 Senior Notes

5.531 % 500.0 —

Senior Notes Total 4,499.9 3,499.9

4 unchanged sentences

Non-current portion $ 3,967.9 $ 3,934.3

(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.

(1) As of August 2, 2025, the current portion of outstanding debt that is due within twelve months includes the 2026 Senior Notes.

The Company intends to repay the current balance with operating cash flows.

The weighted-average interest rate on short-term debt outstanding at August 2, 2025 and February 1, 2025 was 1.650 % 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.

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

During the first quarter of fiscal 2026, the Company repaid $ 32.8 million of the principal outstanding of the 5-Year Tranche Loan.

During the second quarter of fiscal 2026.

the 5-Year Tranche Loan, due on April 20, 2026, which had a remaining principal of $ 557.8 million, was repaid in full.

2025 Revolving Credit Facility

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.

On June 30, 2025, the Company entered into an agreement to amend and restate the credit facility to increase the borrowing capacity to $ 1.5 billion (as so amended and restated, the “2025 Revolving Credit Facility”).

The 2025 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 2025 Revolving Credit Facility 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.

The annual unused commitment fee rate was 0.150 % at August 2, 2025.

During the three months ended August 2, 2025, the Company repaid $ 200.0 million on the 2025 Revolving Credit Facility that was outstanding from the first quarter of fiscal 2026.

As of August 2, 2025, the 2025 Revolving Credit Facility was undrawn and is available for draw down through June 30, 2030.

As of August 2, 2025, the Company was in compliance with its debt covenants for the revolving line of credit agreement.

MARVELL TECHNOLOGY, INC.

1 unchanged sentence

2030 and 2035 Senior Unsecured Notes

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.

On June 30, 2025, the Company completed an offering of (i) $ 500.0 million aggregate principal amount of the Company’s 4.750 % Senior Notes due 2030 (the “2030 Senior Notes”) and (ii) $ 500.0 million aggregate principal amount of the Company’s 5.450 % Senior Notes due 2035 (the “2035 Senior Notes”, and, together with the 2030 Senior Notes, the “Senior Notes”).

The 2030 Senior Notes have a 5-year term and mature on July 15, 2030, and the 2035 Senior Notes have a 10-year term and mature on July 15, 2035.

The stated and effective interest rates for the 2030 Senior Notes are 4.750 % and 4.880 %, respectively.

The stated and effective interest rates for the 2035 Senior Notes are 5.450 % and 5.531 %, respectively.

The Company may redeem the Senior Notes, in whole or in part, at any time prior to their maturity at the redemption prices set forth in the 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 Senior Notes being rated below investment grade), the Company will be required to make an offer to repurchase the 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 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 August 2, 2025, the Company had $ 1.0 billion borrowings outstanding from the Senior Notes.

Interest Expense and Future Contractual Maturities

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):

During the three and six months ended August 2, 2025, the Company recognized $ 46.8 million and $ 91.6 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 six months ended August 3, 2024, the Company recognized $ 46.5 million and $ 93.3 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 August 2, 2025, the aggregate future contractual maturities of the Company’s outstanding debt, at face value, are as follows (in millions):

Fiscal Year Amount

6 unchanged sentences

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.

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.

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 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 2027.

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)

During the three months ended August 2, 2025, the Company recognized restructuring and other related charges of $ 8.7 million mainly comprised of employee severance and related costs, and recognition of contractual obligations.

During the six months ended August 2, 2025, the Company recognized a net restructuring gain $ 3.6 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, and recognition of contractual obligations.

During the three and six months ended August 3, 2024, the Company recognized restructuring and other related charges of $ 4.0 million and $ 8.1 million, respectively, mainly comprised of employee severance and related costs.

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):

2 unchanged sentences

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

2.5 ( 0.8 ) 1.7

Net cash payments ( 14.4 ) ( 48.0 ) ( 62.4 )

Balance at May 3, 2025 5.3 303.7 309.0

Balance at August 2, 2025 2.2 274.9 277.1

non-current portion — 211.3 211.3

Current portion $ 2.2 $ 63.6 $ 65.8

(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.

(1) Restructuring gain of $ 14.0 million recognized during the six months ended August 2, 2025 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 $ 57.5 million and $ 8.3 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.

4 unchanged sentences

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):

MARVELL TECHNOLOGY, INC.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS ‑ (Continued)

Future unconditional purchase commitments as of August 2, 2025 are as follows (in millions):

Fiscal Year Purchase Commitments to Foundries and Test and Assembly Partners

8 unchanged sentences

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.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS ‑ (Continued)

In addition, as of August 2, 2025, the Company had approximately $ 204.7 million of commitments for capital expenditures, the majority of which are expected to be paid within fiscal 2026.

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.

14 unchanged sentences

Such Legal Matters, even if not meritorious, could result in the expenditure of significant financial and managerial resources.

MARVELL TECHNOLOGY, INC.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS ‑ (Continued)

The Company is currently unable to predict the final outcome of its pending Legal Matters and therefore cannot determine the likelihood of loss or estimate a range of possible loss, except with respect to amounts where it has determined a loss is both probable and estimable and has made an accrual.

11 unchanged sentences

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

8 unchanged sentences

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 expense of $ 38.0 million for the three months ended May 3, 2025.

The Company recorded income tax expense of $ 38.9 million and $ 76.9 million for the three and six months ended August 2, 2025, respectively.

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

2 unchanged sentences

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.

MARVELL TECHNOLOGY, INC.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS ‑ (Continued)

The One Big Beautiful Bill Act of 2025 (the “2025 Tax Act”) was signed into law on July 4, 2025.

The 2025 Tax Act makes permanent key elements of the 2017 Tax Cuts and Jobs Act, including domestic research cost expensing, 100% bonus depreciation and makes modifications to the U.S.

International tax framework.

The Company’s tax provision for the August 2, 2025 period includes the estimated impact of the 2025 Tax Act.

The Company will continue to evaluate the impact of the 2025 Tax Act on its income taxes.

Subsequent to quarter end, on August 14, 2025, the Company completed the sale of its automotive ethernet business to the Buyer for $ 2.5 billion.

The Company expects to record the tax impact related to the gain on sale in the third quarter of fiscal 2026.

Net Income (Loss) Per Share

1 unchanged sentence

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

Three Months Ended Six Months Ended

2025 August 3,

2024 August 2,

2025 August 3,

Net income (loss) $ 194.8 $ ( 193.3 ) $ 372.7 $ ( 408.9 )

1 unchanged sentence

Effect of dilutive securities:

Stock-based awards and warrant shares

Stock-based awards

Weighted-average shares — diluted 870.4 865.7 873.0 865.4

4 unchanged sentences

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

Three Months Ended Six Months Ended

2025 August 3,

2024 August 2,

2025 August 3,

Weighted-average shares outstanding:

1 unchanged sentence

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 months ended May 4, 2024 due to the net loss reported in that period.

Anti-dilutive potential shares from stock-based awards are excluded from the calculation of diluted earnings per share for the three and six months ended August 3, 2024 due to the net loss reported in those period.

MARVELL TECHNOLOGY, INC.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS ‑ (Continued)

Segment Information

6 unchanged sentences

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

Three Months Ended Six Months Ended

2025 August 3,

2024 August 2,

2025 August 3,

$ 2,006.1 $ 1,272.9 $ 3,901.4 $ 2,433.8

Product costs (a)

814.7 485.4 1,576.5 922.3

Employee compensation and related in operating expenses

338.6 330.1 686.5 651.8

Amortization of acquired intangible assets

243.7 275.7 489.4 540.6

Restructuring related charges (gains), net

8.7 4.0 ( 3.6 ) 8.1

Stock-based compensation

153.6 154.9 295.7 291.4

Engineering design related costs

66.0 47.3 116.7 101.3

Interest expense

51.9 48.4 100.6 97.2

Provision for income taxes

38.9 47.1 76.9 64.9

Other segment expenses (b)

95.2 73.3 190.0 165.1

Net income (loss)

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(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.

MARVELL TECHNOLOGY, INC.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS ‑ (Continued)

Supplemental Financial Information (in millions)

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The Company accounts for these transactions as sales of receivables and presents cash proceeds as cash provided by operating activities in the unaudited condensed consolidated statements of cash flows.

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 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.

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

Total trade accounts receivable sold under the factoring arrangement was $ 237.2 million and $ 526.8 million for the three and six months ended August 2, 2025, respectively, of which $ 142.0 million remained subject to servicing by the Company as of August 2, 2025.

Total trade accounts receivable sold under the factoring arrangement were $ 226.3 million and $ 494.4 million for the three and six months ended August 3, 2024, respectively, of which $ 241.5 million remained subject to servicing by the Company as of August 3, 2024.

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

26 unchanged sentences

Variable consideration estimates (1) $ 632.7 $ 517.9

Technology license obligations 101.4 101.8

Accrued income tax payable 91.2 55.6

Technology license obligations 79.7 101.8

Accrued restructuring 57.5 91.5

Lease liabilities - current portion 50.8 48.3

Deferred revenue 31.8 22.1

Accrued interest 48.6 43.5

Deferred revenue 41.3 22.1

Accrued royalties 20.0 11.7

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Net current-period other comprehensive income (loss), net of tax 0.2

Balance at May 3, 2025 $ ( 0.1 )

Balance at August 2, 2025 $ 0.6

MARVELL TECHNOLOGY, INC.

6 unchanged sentences

Net current-period other comprehensive income (loss), net of tax ( 1.5 )

Balance at May 4, 2024 $ 0.4

Balance at August 3, 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.

On May 1, 2025, the Company received notification that its application for government incentives in a foreign jurisdiction in which the Company operates had 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.

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

As of August 2, 2025, $ 2.0 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 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.

During the three and six months ended August 2, 2025, the Company repurchased 2.7 million and 8.3 million shares of its common stock for $ 200.0 million and $ 540.0 million, respectively.

During the three and six months ended August 3, 2024, the Company repurchased 2.5 million and 4.7 million shares of its common stock for $ 175.0 million and $ 325.0 million, respectively.

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

1 unchanged sentence

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