What changed in this filing

/stocks — the workspaceLOADING

Item 1. Business

2026-03-11 compared with 2025-03-12 · 77 added, 61 removed, 272 unchanged (34% of the section changed)

1 unchanged sentence

We are a fabless supplier of high-performance semiconductor products with core strengths in developing and scaling complex System-on-a-Chip architectures, integrating analog, mixed-signal and digital signal processing functionality.

Leveraging leading intellectual property and deep system-level expertise, as well as highly innovative security firmware, our solutions are empowering the data economy and enabling the data center, enterprise networking, carrier infrastructure, consumer, and automotive/industrial end markets.

We currently are incorporated in Delaware, United States.

3 unchanged sentences

Our fiscal year ends on the Saturday nearest January 31.

Recent Developments

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

In connection with the transaction, during the third quarter of fiscal 2026, we recorded a pre-tax gain on sale of $1.8 billion.

Subsequent to our fiscal 2026 year end, on February 2, 2026, we completed the previously announced acquisition of Celestial AI, Inc.

(“Celestial”), a provider of a Photonic Fabric TM technology platform purpose-built for next-generation scale-up interconnect.

The acquisition of Celestial is expected to accelerate our connectivity strategy for next-generation AI and cloud data centers.

At acquisition close, we paid approximately $1.3 billion in cash (or $1.0 billion, net of cash acquired of approximately $300.0 million) and issued approximately 24.5 million shares of our common stock.

Contingent on the achievement of specified revenue milestones, we may be required to pay additional cash and issue additional shares of our common stock through fiscal 2029.

Subsequent to our fiscal 2026 year end, on February 10, 2026, we completed the previously announced acquisition of XConn Technologies Holdings, Ltd.

(“XConn”), a provider of advanced PCIe and CXL switching silicon, which expands our switching portfolio and augments our Ultra Accelerator Link TM (“UALink TM ”) scale-up switch team.

At acquisition close, we paid approximately $280.0 million in cash and issued approximately 2.1 million shares of our common stock.

Available Information

5 unchanged sentences

Our Markets and Products

Our product solutions serve five large end markets:

(i) data center, (ii) enterprise networking, (iii) carrier infrastructure, (iv) consumer, and (v) automotive/industrial.

Our product solutions serve two end markets:

(i) data center and (ii) communications and other.

These markets and their corresponding customer products and applications are noted in the table below:

8 unchanged sentences

• Data center interconnect (“DCI”)

Communications and other

Enterprise networking

22 unchanged sentences

• Video surveillance

* These customer products and applications were divested as part of the automotive ethernet business sale on August 14, 2025.

Beginning in the fourth quarter of fiscal 2026, we consolidated revenue previously reported separately as enterprise networking, carrier infrastructure, consumer and automotive/industrial end markets into a new communications and other end market, as shown below.

The composition of our data center end market remains unchanged.

We categorize revenue from our two end markets by using a number of data points, including the type of customer purchasing the product, the function of our product being sold, and our knowledge of the end customer product or application into which our product will be incorporated.

The categorization of products by end market is inherently subjective and can vary over time as a result of, for example, our knowledge of the ways in which our customers utilize our products.

We serve these two end markets with a broad portfolio of semiconductor solutions based on our compute, networking, security, interconnects, and storage technologies, which are essential and differentiating for these markets.

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

2026 % of Total February 1,

2024 % of Total January 28,

2025 % of Total February 3,

2024 % of Total

Data center $ 6,100.3 74 % $ 4,164.2 72 % $ 2,216.7 40 %

Enterprise networking 626.4 11 % 1,228.4 22 % 1,369.2 23 %

Carrier infrastructure 338.2 6 % 1,051.9 19 % 1,084.0 18 %

Consumer 316.1 5 % 622.4 11 % 701.1 12 %

Automotive/industrial 322.4 6 % 388.3 8 % 356.5 6 %

Communications and other 2,094.3 26 % 1,603.1 28 % 3,291.0 60 %

Total $ 8,194.6 $ 5,767.3 $ 5,507.7

We categorize revenue from our five end markets by using a number of data points, including the type of customer purchasing the product, the function of our product being sold, and our knowledge of the end customer product or application into which our product will be incorporated.

The categorization of products by end market is inherently subjective and can vary over time as a result of, for example, our knowledge of the ways in which our customers utilize our products.

We serve these five end markets with a broad portfolio of semiconductor solutions based on our compute, networking, security, interconnects, and storage technologies, which are essential and differentiating for these markets.

Our portfolio of solutions integrate multiple analog, mixed-signal and digital intellectual property components incorporating hardware, firmware and software technologies and our system knowledge to provide our customers highly integrated solutions for their end products.

2 unchanged sentences

Our current product offerings include custom Application Specific Integrated Circuits (“ASICs”), interconnects, ethernet solutions, fibre channel adapters, processors and storage controllers.

We develop custom semiconductor solutions tailored to individual customer specifications that deliver system-level differentiation for next-generation artificial intelligence, data center, compute, networking, carrier, storage, automotive, aerospace and defense applications.

In addition, we are developing Ultra Accelerator Link TM (“UALink TM ”) switches and Ethernet for Scale-Up Networking (“ESUN”) switches for the emerging scale-out AI market.

The acquisition of Celestial further extends our interconnect portfolio with the addition of their Photonic Fabric TM solutions and XConn further extends our switch portfolio with the addition of their peripheral component interconnect express (“PCIe”) and compute express link (“CXL") switches.

These custom offerings are built on our proven ASIC platform which leverages a broad suite of differentiated Marvell intellectual property including ultra-high-speed SerDes, ARM compute, security, storage, silicon photonics and advanced packaging, including die to die interconnects, chiplets, co-packaged optics (“CPO”) and custom high-bandwidth memory (“HBM”).

13 unchanged sentences

Our CPO solutions are designed for next-generation data center compute and connectivity applications, enabling high-bandwidth, low-latency connections.

Additionally, our LPO chipsets, comprising of optimized TIAs and laser drivers, address next-generation short-reach, compute fabric connectivity requirements inside AI datacenters for connections that have a predictable and controlled channel.

Additionally, our LPO chipsets, comprising of optimized TIAs and laser drivers, address next-generation short-reach, compute fabric connectivity requirements inside AI data centers for connections that have a predictable and controlled channel.

LPO modules enabled by our chipsets provide higher bandwidth and greater reach than copper cable interconnects, with optimal latency and power consumption.

4 unchanged sentences

These retimers address signal degradation by regenerating the signal, ensuring reliable communication over the physical distances required for connections between GPUs and CPUs within an AI server, between GPUs on different boards, or between CPUs and a pool of shared memory enabled by CXL, among other use cases.

We have added Photonic Fabric TM solutions from the acquisition of Celestial AI.

Our solutions are purpose-built for scale-out networking enabling large AI clusters to scale both within and across racks using a high-bandwidth, low latency, low power and cost-effective optical fabric.

In addition to exceptionally low power consumption, our solutions provide nano-second-class latency and excellent thermal stability which enable deeper levels of optical interconnectivity into merchant and custom GPUs, CPUs, and switch systems.

Our first-generation product is a Photonic Fabric TM chiplet, which integrates all the required electrical and optical components, including drivers, TIAs, equalizers, SerDes, microcontrollers, modulators, photodiodes, and waveguides, into a compact form factor.

Ethernet Solutions

We offer a broad portfolio of Ethernet solutions spanning controllers, network adapters, physical transceivers and switches.

Our Ethernet solutions address a wide variety of end-customer data infrastructure products from small, high-reliability automotive sub-systems to large, high-performance modular enterprise and data center solutions.

Our Ethernet solutions address a wide variety of end-customer data infrastructure products from small, high-reliability sub-systems to large, high-performance modular enterprise and data center solutions.

Our Prestera and Teralynx® Ethernet switches integrate market-optimized innovative features, such as advanced tunneling and routing, high throughput forwarding, and packet processing that make networks more effective at delivering content with low latency and high reliability.

8 unchanged sentences

They deliver Ethernet connectivity for enterprise-class workstations all the way up to enterprise and cloud data centers.

For the automotive market, we offer an automotive-grade portfolio of Brightlane Ethernet physical-layer transceivers, bridges and switches supporting speeds from 100Mbps to 10Gbps with enhanced safety and security features required for today’s and tomorrow’s in-vehicle networks.

Our Brightlane automotive Ethernet products provide the in-vehicle connectivity for key applications such as advanced driver assistance systems (“ADAS”), central gateways, body domain controllers, vehicle cameras, and in-vehicle infotainment.

Our automotive products are being used and adopted across the broad spectrum of vehicle types:

internal combustion engine (“ICE”) vehicles, battery electric vehicles (“BEVs”), plug-in hybrid electric vehicles (“PHEVs”), fuel cell electric vehicles (“FCEVs”) and traditional hybrids (“HEVs”).

Scale-Up Switches

To address increased performance and fabric-scaling demands of AI datacenter scale-up networking, we are committed to develop new classes of UALink TM and ESUN switch fabrics, which leverage our high-bandwidth Teralynx switch architecture and advanced 224G SerDes technology.

These classes of scale-up switches are architected to provide extreme bandwidth, low power, ultra-low latency and high radix port counts, enabling both CPC and CPO inter and intra rack connectivity needed for next generation, compute intensive AI centric fabric architecture.

PCIe and CXL Switches

With the acquisition of XConn, we have expanded our portfolio to include a complete suite of PCIe and CXL connectivity solutions, spanning both re-timers and high-performance switches.

While PCIe switching has long been foundational to traditional computing architectures, it is now evolving into a critical enabler for multi-host connectivity, composable infrastructure, and rack-scale accelerator expansion.

In parallel, CXL has become essential for memory pooling, coherency, and disaggregation, addressing the substantial memory bandwidth and capacity demands of large-scale AI models.

Our high radix PCIe and CXL switches, derived from XConn’s advanced fabric architecture, are built on an ultra-latency fabric architecture that supports both multi-level switching and flexible fabric topology (mesh, dragonfly, 3D torus) enabling cache-coherent connectivity extended across racks.

Fibre Channel Products

29 unchanged sentences

Our Bravera SSD controller products integrate hardware and firmware components to help accelerate our customers’ time to market and maximize the capabilities of our solutions.

Like our HDD controllers, our SSD controllers support all the high-volume SSD host system interfaces, including SAS, SATA, peripheral component interconnect express (“PCIe”), non-volatile memory express (“NVMe”) and NVMe over Fabrics (“NVMe-oF”).

Like our HDD controllers, our SSD controllers support all the high-volume SSD host system interfaces, including SAS, SATA, PCIe, non-volatile memory express (“NVMe”) and NVMe over Fabrics (“NVMe-oF”).

Our new controller chipset products enable innovative flash-based storage architectures in data centers and enterprises.

17 unchanged sentences

2026 February 1,

2024 January 28,

2025 February 3,

Direct Customer:

2 unchanged sentences

*Less than 10% of net revenue.

Net revenue attributable to Distributor A increased in fiscal 2025 and 2024 as they support customers in the data center end market, which has continued to experience robust demand.

We continue to monitor the creditworthiness of our distributor and direct customers, and believe the distributors’ sales to diverse end customers and geographies further serve to mitigate our exposure to credit risk.

We continue to monitor the creditworthiness of our distributor and direct customers, and believe these distributors’ sales to diverse end customers and geographies further serve to mitigate our exposure to credit risk.

Inventory and Working Capital

5 unchanged sentences

We believe that our future success depends on our ability to introduce improvements to our existing products and to develop new products that deliver cost-effective solutions for both existing and new markets.

Our research and development efforts are directed largely to the development of high-performance analog, mixed-signal, digital signal processing and accelerated compute circuits based on known microprocessor architectures with highest performance and lowest power consumption.

We devote a significant portion of our resources to expanding our product portfolio based on a broad intellectual property portfolio with designs that are intended to enable high-performance, reliable communications over a variety of physical transmission media.

We are also focused on incorporating functions currently provided by stand-alone integrated circuits into our integrated platform solutions to reduce our customers’ overall system costs.

Our portfolio of products is based on foundational intellectual property on leading edge Advanced CMOS processes in 5nm and 3nm.

Our development will also include state-of-the-art improvements of available process technologies in 2nm and below geometries which includes gate all around transistor architecture and new innovations leveraging back side power.

Our research and development efforts are directed to the development of high-performance analog, mixed-signal, digital signal processing and accelerated compute circuits based on known microprocessor architectures with highest performance and lowest power consumption.

We devote a sizable portion of our resources to expanding our product portfolio based on a broad intellectual property portfolio with designs that are intended to enable high-performance, reliable communications over a variety of physical transmission media including silicon photonics and opto-electronics.

We are focused on incorporating functions currently provided by stand-alone integrated circuits into our integrated platform solutions to reduce our customers’ overall system costs.

Our portfolio of products is based on foundational intellectual property on leading edge Advanced CMOS processes in 5nm, 3nm, 2nm and 1.4nm (A14 node).

We are developing advanced products at 2nm, 1.4nm, and smaller geometries featuring gate-all-around transistor design and will leverage innovations in the areas of back side power delivery in 1.4nm.

Advanced packaging technologies are also critical for reducing and optimizing overall system costs.

Advanced packaging techniques like Chip on Wafer on Substrate (“CoWoS”), Integrated fanout (“InFo”) along with advanced substrates, thermal solutions enable large 2.5D/3D/3.5D interposers for complex accelerated compute ASICs.

Advanced packaging techniques like Chip on Wafer on Substrate (“CoWoS”), Integrated fanout (“InFo”), Embedded Interconnect Bridge (“EMIB”) along with advanced substrates, thermal solutions enable large 2.5D/3D/3.5D interposers for complex accelerated compute ASICs.

We have assembled a core team of engineers who have experience in the areas of complementary metal oxide semiconductor (“CMOS”) technology, digital signal processing, electro-optics, embedded microprocessors, mixed-signal circuit design, silicon photonics, and system-level architectures.

43 unchanged sentences

In addition, each of our manufacturing subcontractors certifies to us compliance with ISO 14001:2015, the international standard related to environmental management.

We are also working with our suppliers in the responsible sourcing of “conflict minerals” such as cobalt, tin, tantalum, tungsten and gold.

Intellectual Property

1 unchanged sentence

We rely on a combination of patents, copyrights, trademarks, trade secrets, contractual provisions, confidentiality agreements and licenses to protect our intellectual property.

As of February 1, 2025, we have over 10,000 issued patents and pending patent applications in the United States and other countries, covering various aspects of our technology.

As of January 31, 2026, we have over 10,000 issued patents and pending patent applications in the United States and other countries, covering various aspects of our technology.

The expiration of our patents ranges from 2026 to 2046, and none of the patents expiring in the near future are expected to be material to our IP portfolio as we are not substantially dependent on any single patent or group of related patents.

24 unchanged sentences

Companies that compete directly with our businesses include, but are not limited to, Advanced Micro Devices, Inc.

(“AMD”), Alchip Technologies (“Alchip”), Alphawave Semi (“Alphawave”), Astera Labs, Inc., Broadcom Inc.

(“AMD”), Alchip Technologies (“Alchip”), Astera Labs, Inc., Ayar Labs, Inc.

(“Ayar Labs”), Broadcom Inc.

(“Broadcom”), Cisco Systems, Inc.

(“Cisco”), Credo Technology Group Holding Ltd, Intel Corporation, Global Unichip Corporation (“GUC”), MACOM Technology Solutions Holdings, Inc., MediaTek Inc., Microchip Technology Inc., Montage Technology, Nvidia Corporation, NXP Semiconductors N.V., Phison Electronics Corporation, Qualcomm Incorporated (“Qualcomm”), Rambus, Inc., Realtek Semiconductor Corporation, Semtech Corporation, Silicon Motion Technology Corporation, and Socionext Inc.

(“Cisco”), Credo Technology Group Holding Ltd, Intel Corporation, Global Unichip Corporation (“GUC”), Lightmatter, Inc.

(“Lightmatter”), MACOM Technology Solutions Holdings, Inc., MediaTek Inc., Microchip Technology Inc., Montage Technology, Nvidia Corporation, NXP Semiconductors N.V., Phison Electronics Corporation, Qualcomm Incorporated (“Qualcomm”), Rambus, Inc., Ranovus Inc.

(“Ranovus”), Realtek Semiconductor Corporation, Semtech Corporation, Silicon Motion Technology Corporation, and Socionext Inc.

We expect increased competition in the future from both emerging and established companies, as well as from alliances among competitors, customers or other third parties, any of which could acquire significant market share.

21 unchanged sentences

Our executive management team also reviews our human capital initiatives and our progress on such initiatives.

The Company employed 7,042 people as of February 1, 2025.

Our employees sit across three geographical regions:

The Company employed 7,480 people as of January 31, 2026.

Our employees are located across three geographical regions:

49% of employees are based in the Americas, 42% are in APAC (which includes India) and 9% are in EMEA.

Marvell’s Core Behaviors lay the foundation of our culture and are centered around four key aspects:

Our Core Behaviors lay the foundation of our culture and are centered around four key aspects:

• Act with integrity and treat everyone with respect,

5 unchanged sentences

Attracting and Retaining the Best Talent

We continue to invest in attracting and recruiting the best talent from across the world.

By developing new sourcing strategies, we are striving for continuous flow of talent, despite the competitive market in technical talent.

To enable the cutting-edge advances our sector requires, we have a range of programs to attract and retain the best talent.

We invest in programs and partnerships that enable a strong pipeline of early career professionals.

Our annual internship program has been a strong source of talent for our company.

We also attract a diverse workforce through our university recruiting program, which helps us hire students across all degree levels from a number of universities around the world.

This strategy helps provide us with a diversity of knowledge and unique approaches to solving technological challenges.

We are actively focused on retaining our people through our rewards, benefits, employee engagement and development programs, as well as by fostering an inclusive culture where our employees feel appreciated and purposeful.

We are committed to offering our employees a comprehensive benefits package, competitive compensation, a range of wellness offerings, flexibility in hybrid work options and a safe work environment.

This strategy helps provide us with a diversity of knowledge and thought to add to our culture of innovation.

We are actively focused on retaining our people through our rewards, benefits, employee engagement and development programs, as well as by fostering an inclusive culture and focusing on employee wellness and safety.

Our efforts at retention also include measuring and evaluating employee turnover rates.

1 unchanged sentence

Growing and Developing Our People

Marvell gives employees the opportunity to have an outsized impact and play a significant role in developing innovative technologies, while continuously advancing their careers.

We value everyone's unique perspectives, ideas and skills to help us solve problems, deliver on our current and future business priorities and develop innovative products that meet our customer’s needs.

We have a variety of offerings, including workshops, coaching and mentoring programs and other learning resources.

To help our employees develop their careers outside their core area of expertise, we also have our Employee Mobility Policy in place, which makes it easier to transfer to different open positions within the Company.

At Marvell, we strive to create a workplace where every employee, regardless of background, feels respected and valued for who they are as an individual.

This is a Core Behavior that guides our work.

We also believe that an inclusive culture brings unique value to the work we do, as individuals and as a company.

We understand that employees are more likely to stay at companies that offer opportunities for growth and development.

As a result, we offer extensive training, mentorship and mobility opportunities, no matter the path that employees wish to take.

The majority of our employees are engineers and technical professionals, and we offer customized programs to this group of employees.

We strive to build a workplace where every individual feels valued, authentically themselves and empowered to contribute their unique insights and talents.

Together, we create a thriving environment of belonging that drives innovation, collaboration and excellence.

Building a Great Place to Work

Our goal is to help our employees thrive and advance in a supportive environment designed to foster wellbeing and unlock creativity and innovation.

This includes providing competitive benefits, aligned with employee input, to help cultivate and sustain wellness across all areas of life.

Everyone deserves a safe workplace and this includes our employees, contractors and visitors.

We recognize the importance of preventing and addressing any risks that may occur.

As our operations primarily include offices and engineering labs, we are focused on injury and illness prevention, emergency preparedness, fire and life safety, ergonomics and lab safety.

When employees are healthy and supported, they thrive and are ready to do their best work.

We believe we can help by providing competitive benefits to sustain overall wellness.

We are committed to providing safe and healthy workplaces for our employees, contractors and visitors, through a risk-based approach to identifying and addressing health and safety hazards.

Fostering Organizational and Team Health

Nurturing the health of our company and teams starts with listening to and engaging with our employees globally.

Recognizing that listening to our employees is critical to identifying opportunities to enhance our culture, we consistently look for new ways to solicit employees’ feedback.

We also measure levels of engagement through our annual Voice of the Employee Survey, which helps us better understand employee needs and opportunities for improvement, and to develop action plans to address them.

We seek to listen to and engage with employees globally, because it offers us a chance to identify opportunities to enhance our culture.

We measure levels of engagement through our annual Voice of the Employee Survey, and we use the results to understand employee needs and areas for improvement.

Climate Change

2 unchanged sentences

Marvell also runs an executive-level Sustainability Committee to provide senior leadership and strategic guidance on sustainability, as well as Sustainability Working Groups who are responsible for gathering data, setting strategy and goals, and supporting disclosure efforts on material sustainability topics.

Marvell’s Chief Operating Officer (the “COO”) is the executive sponsor of the Thriving Organization - Environment Working Group and has overall responsibility at the executive level for climate strategy across our facilities globally.

Our President and Chief Operating Officer (“COO”) is the executive sponsor of the Thriving Organization – Environment Working Group and has overall responsibility at the executive level for climate strategy across our facilities globally.

The COO is responsible for assessing and leading the management of climate-related risks and opportunities, elevating stakeholder concerns and guiding the implementation of climate-related policies, programs and disclosures.

The COO is also a member of the Sustainability Committee.

The COO works closely with the Chief Legal Officer, who ultimately raises the issue to the Board as part of its sustainability updates, both in the Nominating and Governance Committee’s quarterly updates and in the periodic updates to the Board of Directors.

Recognizing that downstream Scope 3 product-use emissions represent the largest component of our emissions profile, we are focusing on product power efficiency.

Power optimization is not just essential for tackling our carbon footprint — it is a business imperative.

Our customers demand products that allow them to consume less power for more performance.

Although power has always been part of our innovation and R&D process, this has become an even greater priority for the company.

The COO works closely with the Chief Legal Officer, who raises issues to the Board as part of its sustainability updates, both in the Nominating and Governance Committee’s quarterly updates and in the annual update to the Board of Directors.

The majority of our GHG emissions are associated with the use phase of our products and generated from the energy consumed by data infrastructure systems deploying Marvell chips.

With the expansion of AI systems and infrastructure and their rising energy demands, we can utilize our R&D and expertise in design and product innovation to offer our customers advanced, energy-efficient semiconductor solutions that deliver higher performance.

Our focus on power efficiency of our products is both an environmental imperative and a key competitive advantage, as energy costs represent a substantial expense for our customers.

We are also working collaboratively with our suppliers around greenhouse gas emission reduction to build climate resilience and to drive decarbonization at a value chain level, impacting the emissions of both our suppliers and customers.

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-K

Item 1. Business