What changed in this filing

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Item 1. Financial Statements

2025-12-03 compared with 2025-08-29 · 180 added, 129 removed, 565 unchanged (35% of the section changed)

9 unchanged sentences

Prepaid expenses and other current assets 237.2 113.9

Assets held for sale 595.5 —

Total current assets 5,512.5 3,120.3

20 unchanged sentences

Accumulated other comprehensive income 0.4 0.4

Accumulated deficit ( 840.0 ) ( 1,109.2 )

Retained earnings (Accumulated deficit) 1,010.5 ( 1,109.2 )

Total stockholders’ equity 14,056.6 13,427.0

4 unchanged sentences

(In millions, except per share amounts)

Three Months Ended Six Months Ended

2025 August 3,

2024 August 2,

2025 August 3,

Three Months Ended Nine Months Ended

2025 November 2,

2024 November 1,

2025 November 2,

Net revenue $ 2,074.5 $ 1,516.1 $ 5,975.9 $ 3,949.9

4 unchanged sentences

Selling, general and administrative 189.9 205.3 569.1 602.5

Restructuring related charges (gains), net 8.7 4.0 ( 3.6 ) 8.1

Restructuring related charges, net 9.6 358.3 6.0 366.4

Total operating expenses 712.0 1,052.2 2,114.3 2,420.3

2 unchanged sentences

Interest income and other, net 1,908.8 ( 0.5 ) 1,898.3 5.4

Interest and other loss, net ( 56.4 ) ( 45.8 ) ( 111.1 ) ( 91.3 )

Interest and other income (loss), net 1,857.6 ( 47.7 ) 1,746.5 ( 139.0 )

Income (loss) before income taxes 2,215.4 ( 750.5 ) 2,665.0 ( 1,094.5 )

Provision for income taxes 38.9 47.1 76.9 64.9

Provision (benefit) for income taxes 314.1 ( 74.2 ) 391.0 ( 9.3 )

Net income (loss) $ 1,901.3 $ ( 676.3 ) $ 2,274.0 $ ( 1,085.2 )

8 unchanged sentences

(In millions)

Three Months Ended Six Months Ended

2025 August 3,

2024 August 2,

2025 August 3,

Three Months Ended Nine Months Ended

2025 November 2,

2024 November 1,

2025 November 2,

Net income (loss) $ 1,901.3 $ ( 676.3 ) $ 2,274.0 $ ( 1,085.2 )

7 unchanged sentences

(In millions, except per share amounts)

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

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

Shares Amount Total

3 unchanged sentences

Stock-based compensation — — 142.9 — — 142.9

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

Repurchases of common stock

( 5.6 ) — ( 340.0 ) — — ( 340.0 )

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

7 unchanged sentences

Stock-based compensation — — 153.1 — — 153.1

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

Repurchases of common stock

( 2.7 ) — ( 200.0 ) — — ( 200.0 )

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

4 unchanged sentences

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

Issuance of common stock in connection with equity incentive plans 1.5 — 0.4 — — 0.4

Tax withholdings related to net share settlement of restricted stock units — — ( 62.5 ) — — ( 62.5 )

Stock-based compensation — — 152.2 — — 152.2

Repurchases of common stock, including excise tax

( 15.0 ) — ( 1,312.2 ) — — ( 1,312.2 )

Vestings of common stock in connection with customer warrant — — 6.7 — — 6.7

Cash dividends declared and paid ($ 0.06 per share)

— — — — ( 50.8 ) ( 50.8 )

Net income — — — — 1,901.3 1,901.3

Other comprehensive loss — — — ( 0.2 ) — ( 0.2 )

Balance at November 1, 2025 848.6 $ 1.7 $ 13,044.0 $ 0.4 $ 1,010.5 $ 14,056.6

MARVELL TECHNOLOGY, INC.

7 unchanged sentences

Stock-based compensation — — 137.3 — — 137.3

Repurchase of common stock ( 2.2 ) — ( 150.0 ) — — ( 150.0 )

Repurchases of common stock

( 2.2 ) — ( 150.0 ) — — ( 150.0 )

Cash dividends declared and paid ($ 0.06 per share)

6 unchanged sentences

Stock-based compensation — — 155.5 — — 155.5

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

Repurchases of common stock

( 2.5 ) — ( 175.0 ) — — ( 175.0 )

Cash dividends declared and paid ($ 0.06 per share)

3 unchanged sentences

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

Repurchases 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

See accompanying notes to unaudited condensed consolidated financial statements

2 unchanged sentences

(In millions)

Six Months Ended

2025 August 3,

Nine Months Ended

2025 November 2,

Cash flows from operating activities:

6 unchanged sentences

Deferred income taxes ( 2.2 ) ( 106.2 )

Gain on sale of business ( 1,830.4 ) —

Other expense, net 85.1 42.1

11 unchanged sentences

Proceeds from sales of property and equipment 27.4 0.5

Acquisitions, net of cash acquired — ( 10.4 )

Net proceeds from sale of business 2,478.6 —

Other, net ( 42.9 ) 0.4

Net cash used in investing activities ( 171.3 ) ( 154.9 )

Net cash provided by (used in) investing activities 2,219.9 ( 230.4 )

Cash flows from financing activities:

16 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 six months ended August 2, 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 nine months ended November 1, 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 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.

On August 14, 2025, the Company completed the sale of its automotive ethernet business to Infineon Technologies AG for $ 2.5 billion in cash.

During the three months ended November 1, 2025, the Company recorded a pre-tax gain on sale of $ 1.8 billion, which is included in interest income and other, net in the Unaudited Condensed Consolidated Statements of Operations.

Use of Estimates

11 unchanged sentences

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)

The Company is evaluating the impact that this new standard will have on the Company’s consolidated financial statement 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 November 2024, the FASB issued ASU 2024-03, Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-40):

3 unchanged sentences

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

6 unchanged sentences

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

Three Months Ended Six Months Ended

2025 % of Total August 3,

2024 % of Total August 2,

2025 % of Total August 3,

Three Months Ended Nine Months Ended

2025 % of Total November 2,

2024 % of Total November 1,

2025 % of Total November 2,

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 Six Months Ended

2025 % of Total August 3,

2024 % of Total August 2,

2025 % of Total August 3,

Three Months Ended Nine Months Ended

2025 % of Total November 2,

2024 % of Total November 1,

2025 % of Total November 2,

2024 % of Total

3 unchanged sentences

United States 294.3 14 % 256.0 17 % 910.3 15 % 675.4 17 %

Singapore 141.5 7 % 142.2 11 % 304.6 8 % 253.5 10 %

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 %

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

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

Other 622.6 31 % 403.2 27 % 1,747.2 29 % 1,220.1 31 %

$ 2,074.5 $ 1,516.1 $ 5,975.9 $ 3,949.9

MARVELL TECHNOLOGY, INC.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS ‑ (Continued)

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.

Net revenue for individual countries included in Other did not exceed 10% of the Company’s net revenue for any of the fiscal periods presented.

MARVELL TECHNOLOGY, INC.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS ‑ (Continued)

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

Three Months Ended Six Months Ended

2025 % of Total August 3,

2024 % of Total August 2,

2025 % of Total August 3,

Three Months Ended Nine Months Ended

2025 % of Total November 2,

2024 % of Total November 1,

2025 % of Total November 2,

2024 % of Total

6 unchanged sentences

Contract liability balances are comprised of deferred revenue.

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.

The amount of revenue recognized during the nine months ended November 1, 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 0.4 million Warrant Shares were vested as of August 2, 2025.

A total of 0.4 million Warrant Shares were vested as of November 1, 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 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.

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

On August 14, 2025, the Company completed the sale of its automotive ethernet business to Infineon Technologies AG.

In connection with the transaction, during the quarter ended November 1, 2025, the Company derecognized $ 524.7 million of goodwill, which was previously classified as 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.

2 unchanged sentences

Acquired Intangible Assets, Net

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

As of November 1, 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):

November 1, 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 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.

Amortization expense for acquired intangible assets for the three and nine months ended November 1, 2025 was $ 229.0 million and $ 718.4 million, respectively.

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.

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 August 2, 2025 (in millions):

The following table presents the estimated future amortization expense of acquired amortizable intangible assets as of November 1, 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 August 2, 2025

Fair Value Measurements at November 1, 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 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.

As of November 1, 2025 and February 1, 2025, non-marketable equity investments had a carrying value of $ 128.4 million and $ 48.2 million, respectively, and are included in other non-current assets in the Company’s unaudited condensed consolidated balance sheets.

Unrealized net gain including observable price changes for the three and nine months ended November 1, 2025 was $ 42.7 million and $ 37.4 million, respectively.

Unrealized net gain for the three and nine months ended November 2, 2024 was no t material.

Fair Value Measurements at February 1, 2025

11 unchanged sentences

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.

The estimated aggregate fair value of the unsecured senior notes was $ 4.5 billion at November 1, 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 August 2, 2025 and February 1, 2025 (in millions):

Effective Interest Rate August 2,

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

Effective Interest Rate November 1,

2025 February 1,

24 unchanged sentences

Non-current portion $ 3,969.4 $ 3,934.3

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

(1) As of November 1, 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.

The weighted-average interest rate on short-term debt outstanding at November 1, 2025 and February 1, 2025 was 1.650 % and 5.785 %, respectively.

2026 Term Loan

1 unchanged sentence

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.

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

4 unchanged sentences

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.

The annual unused commitment fee rate was 0.125 % at November 1, 2025.

During the second quarter of fiscal 2026, the Company repaid $ 200.0 million on the 2025 Revolving Credit Facility that was outstanding from the first quarter of fiscal 2026.

As of November 1, 2025, the 2025 Revolving Credit Facility was undrawn and is available for draw down through June 30, 2030.

MARVELL TECHNOLOGY, INC.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS ‑ (Continued)

As of November 1, 2025, the Company was in compliance with its debt covenants for the revolving line of credit agreement.

2030 and 2035 Senior Unsecured Notes

6 unchanged sentences

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.

As of November 1, 2025, the Company had $ 1.0 billion borrowings outstanding from the Senior Notes.

Interest Expense and Future Contractual Maturities

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):

During the three and nine months ended November 1, 2025, the Company recognized $ 47.9 million and $ 139.5 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 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.

As of November 1, 2025, the aggregate future contractual maturities of the Company’s outstanding debt, at face value, are as follows (in millions):

Fiscal Year Amount

10 unchanged sentences

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 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

November 1, 2025 November 2, 2024 November 1, 2025 November 2, 2024

Restructuring related charges in cost of goods sold

$ 0.5 $ 356.8 $ 0.5 $ 356.8

Restructuring related charges, net in operating expenses

9.6 358.3 6.0 366.4

$ 10.1 $ 715.1 $ 6.5 $ 723.2

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

November 1, 2025 November 2, 2024 November 1, 2025 November 2, 2024

Employee severance $ 2.7 $ 6.7 $ 6.4 $ 13.6

Impairment and write-off assets

Acquired intangible assets — 240.1 — 240.1

Purchased technology license — 159.0 — 159.0

Inventories — 62.0 — 62.0

Property and equipment — 34.0 — 34.0

Other non-current assets — 25.2 — 25.2

Recognition of contractual obligations

7.1 114.0 14.5 114.0

0.3 74.1 ( 14.4 ) 75.3

$ 10.1 $ 715.1 $ 6.5 $ 723.2

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

6.4 14.1 20.5

Net cash payments ( 16.5 ) ( 65.7 ) ( 82.2 )

Balance at August 2, 2025 2.2 274.9 277.1

Balance at November 1, 2025 2.8 264.6 267.4

non-current portion — 202.9 202.9

Current portion $ 2.8 $ 61.7 $ 64.5

(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.

(1) Restructuring gain related to sale of property of $ 14.0 million recognized during the nine months ended November 1, 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 $ 56.0 million and $ 8.5 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.

MARVELL TECHNOLOGY, INC.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS ‑ (Continued)

Commitments and Contingencies

3 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.

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):

Future unconditional purchase commitments as of November 1, 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 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.

In addition, as of November 1, 2025, the Company had approximately $ 101.6 million of commitments for capital expenditures, the majority of which are expected to be paid within the next twelve months.

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.

11 unchanged sentences

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

MARVELL TECHNOLOGY, INC.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS ‑ (Continued)

Contingencies and Legal Proceedings

1 unchanged sentence

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.

3 unchanged sentences

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.

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 7 – Restructuring” for additional information.

In the fourth quarter of fiscal 2025, the matter was resolved for an amount that was not materially different than initially estimated.

Indemnities, Commitments and Guarantees

13 unchanged sentences

The maximum potential amount of any future payments that the Company could be required to make under these indemnification obligations could be significant.

MARVELL TECHNOLOGY, INC.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS ‑ (Continued)

The Company’s tax provision for interim periods is determined using an estimate of its annual effective tax rate, adjusted for discrete items, if any, that arise during the period.

Each quarter, the Company updates its estimate of the annual effective tax rate, and if the estimated annual effective tax rate changes, the Company makes a cumulative adjustment in such period.

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 $ 38.9 million and $ 76.9 million for the three and six months ended August 2, 2025, respectively.

The Company recorded income tax expense of $ 314.1 million and $ 391.0 million for the three and nine months ended November 1, 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.

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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’s tax provision for the November 1, 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

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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 Six Months Ended

2025 August 3,

2024 August 2,

2025 August 3,

Three Months Ended Nine Months Ended

2025 November 2,

2024 November 1,

2025 November 2,

Net income (loss) $ 1,901.3 $ ( 676.3 ) $ 2,274.0 $ ( 1,085.2 )

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Diluted $ 2.20 $ ( 0.78 ) $ 2.61 $ ( 1.25 )

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.

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

Three Months Ended Six Months Ended

2025 August 3,

2024 August 2,

2025 August 3,

Weighted-average shares outstanding:

Stock-based awards and warrant shares 4.5 11.2 5.0 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 six months ended August 3, 2024 due to the net loss reported in those period.

Anti-dilutive potential shares 4.5 11.0 4.7 11.1

Potential dilutive securities include dilutive common stock from stock-based awards, including stock options, restricted stock units, employee stock purchase plan shares, warrant shares and unsettled shares under accelerated share repurchase agreements using the treasury stock method.

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

In periods of net loss, all potential dilutive shares are anti-dilutive.

MARVELL TECHNOLOGY, INC.

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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 Six Months Ended

2025 August 3,

2024 August 2,

2025 August 3,

Three Months Ended Nine Months Ended

2025 November 2,

2024 November 1,

2025 November 2,

$ 2,074.5 $ 1,516.1 $ 5,975.9 $ 3,949.9

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229.0 264.9 718.4 805.5

Restructuring related charges (gains), net

Restructuring related charges, net

10.1 715.1 6.5 723.2

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51.2 47.2 151.8 144.4

Provision for income taxes

Provision (benefit) for income taxes

314.1 ( 74.2 ) 391.0 ( 9.3 )

Other segment expenses (b)

Other segment items (b)

( 1,815.5 ) 96.5 ( 1,625.5 ) 261.6

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(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.

(b) Includes depreciation and amortization expenses, facilities expenses, legal expenses, interest income and other income and expenses, including gain on sale of business.

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

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.

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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.

Total trade accounts receivable sold under the factoring arrangement was $ 100.3 million and $ 627.1 million for the three and nine months ended November 1, 2025, respectively, of which $ 100.3 million remained subject to servicing by the Company as of November 1, 2025.

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.

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

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The changes in accumulated other comprehensive income (loss), net of tax, by components for the comparative periods are presented in the following table (in millions):

Unrealized Gain

(Loss) on Cash

Unrealized Gain (Loss) on Cash Flow Hedges

Balance at February 1, 2025 $ 0.4

2 unchanged sentences

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

Balance at August 2, 2025 $ 0.6

Balance at November 1, 2025 $ 0.4

MARVELL TECHNOLOGY, INC.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS ‑ (Continued)

Unrealized Gain

(Loss) on Cash

Unrealized Gain (Loss) on Cash Flow Hedges

Balance at February 3, 2024 $ 1.1

2 unchanged sentences

Net current-period other comprehensive income (loss), net of tax ( 1.4 )

Balance at August 3, 2024 $ ( 0.4 )

Balance at November 2, 2024 $ ( 0.3 )

Government Incentives

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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 August 2, 2025, $ 2.0 billion remained available for future stock repurchases.

On September 24, 2025, the Company announced that its Board of Directors authorized a $ 5.0 billion addition to the balance of its existing stock repurchase program.

As of November 1, 2025, $ 5.7 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 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.

On September 24, 2025, the Company executed an accelerated share repurchase agreement (“ASR Agreement”) with a counterparty financial institution.

Pursuant to the terms of the ASR Agreement, the Company made an upfront payment of $ 1.0 billion and received an initial delivery of approximately 10.7 million shares of its common stock, which represented a portion of the prepayment amount.

The final number of shares to be delivered upon settlement of the ASR Agreement will be based on the volume-weighted average price of the Company’s common stock during the term, less an agreed-upon discount.

Subsequent to quarter end, the ASR Agreement was partially settled, and the Company received an additional 0.5 million shares on November 21, 2025.

Final settlement of the ASR Agreement is expected to occur in the fourth quarter of fiscal 2026.

During the three and nine months ended November 1, 2025, the Company repurchased 15.0 million and 23.3 million shares of its common stock for $ 1.3 billion and $ 1.8 billion, respectively.

During the three and nine months ended November 2, 2024, the Company repurchased 2.6 million and 7.3 million shares of its common stock for $ 200.0 million and $ 525.0 million, respectively.

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.

MARVELL TECHNOLOGY, INC.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS ‑ (Continued)

Subsequent Events

Subsequent to quarter end, on December 2, 2025, the Company announced its intent to acquire Celestial AI Inc.

(“Celestial”), a provider of a photonic fabric platform purpose-built for next-generation scale-up interconnect.

The Company will issue Celestial shareholders a mix of cash and shares of the Company’s common stock to be determined.

This represents approximately $ 3.25 billion in transaction value upon acquisition close and may increase up to a total of approximately $ 5.5 billion in transaction value depending on the achievement of earn-out milestones after acquisition close.

The acquisition is expected to close in the first quarter of calendar 2026, subject to regulatory approval as well as other customary closing conditions.

In connection with the Celestial acquisition, the Company issued a warrant to a customer for the purchase of up to 1.0 million warrant shares of the Company’s common stock at an exercise price of $ 87.00 per share.

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

The warrant shares vest primarily based on the customer’s achievement of qualifying product revenue milestones.

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