What changed in this filing

/stocks — the workspaceLOADING

Item 8. Financial Statements and Supplementary Data

2026-03-11 compared with 2025-03-12 · 413 added, 334 removed, 951 unchanged (44% of the section changed)

2 unchanged sentences

Report of Independent Registered Public Accounting Firm (PCAOB ID No.

Consolidated Balance Sheets as of February 1, 2025 and February 3, 2024

Consolidated Statements of Operations for the years ended February 1, 2025, February 3, 2024 and January 28, 2023

Consolidated Statements of Comprehensive Loss for the years ended February 1, 2025, February 3, 2024 and January 28, 2023

Consolidated Statements of Stockholders’ Equity for the years ended February 1, 2025, February 3, 2024 and January 28, 2023

Consolidated Statements of Cash Flows for the years ended February 1, 2025, February 3, 2024 and January 28, 2023

Consolidated Balance Sheets as of January 31, 202 6 and February 1, 2025

Consolidated Statements of Operations for the years ended January 31, 2026, February 1, 2025 and February 3, 2024

Consolidated Statements of Comprehensive Income (Loss) for the years ended January 31, 2026, February 1, 2025 and February 3, 2024

Consolidated Statements of Stockholders’ Equity for the years ended January 31, 2026, February 1, 2025 and February 3, 2024

Consolidated Statements of Cash Flows for the years ended January 31, 2026, February 1, 2025 and February 3, 2024

Notes to Consolidated Financial Statements

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We have audited the accompanying consolidated balance sheets of Marvell Technology, Inc.

and subsidiaries (the "Company") as of February 1, 2025 and February 3, 2024, the related consolidated statements of operations, comprehensive loss, stockholders' equity, and cash flows, for each of the three years in the period ended February 1, 2025, and the related notes and the schedules listed in the Index at Item 15 (collectively referred to as the "financial statements").

In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of February 1, 2025, and February 3, 2024, and the results of its operations and its cash flows for each of the three years in the period ended February 1, 2025, in conformity with accounting principles generally accepted in the United States of America.

We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company's internal control over financial reporting as of February 1, 2025, based on criteria established in Internal Control — Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission and our report dated March 12, 2025, expressed an unqualified opinion on the Company's internal control over financial reporting.

and subsidiaries (the “Company”) as of January 31, 2026 and February 1, 2025, the related consolidated statements of operations, comprehensive income (loss), stockholders’ equity, and cash flows, for each of the three years in the period ended January 31, 2026, and the related notes and the schedules listed in the Index at Item 15 (collectively referred to as the “financial statements”).

In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of January 31, 2026, and February 1, 2025, and the results of its operations and its cash flows for each of the three years in the period ended January 31, 2026, in conformity with accounting principles generally accepted in the United States of America.

We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company’s internal control over financial reporting as of January 31, 2026, based on criteria established in Internal Control — Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission and our report dated March 11, 2026, expressed an unqualified opinion on the Company’s internal control over financial reporting.

Basis for Opinion

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The communication of critical audit matters does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.

Inventories – Management Judgments Regarding Excess and Obsolete Inventory Reserves — Refer to Note 2 to the financial statements.

Inventories – Excess and Obsolete Inventory – Refer to Note 2 and 15 to the financial statements.

Critical Audit Matter Description

Management writes down excess inventories based upon a regular analysis of inventory on hand compared to forecasted demand.

Management’s estimates of forecasted demand are based upon analysis and assumptions including, but not limited to, expected product lifecycles and development plans, expected customer orders, projected and current market conditions, historical usage by product, and customer backlog.

As of February 1, 2025 , the Company’s consolidated inventories balance was $ 1,029.7 million.

We identified inventory valuation as a critical audit matter because of the significant assumptions management makes with regards to estimating the excess write-down and the potential impact of those judgments.

Specifically, due to assumptions related to forecasted demand and market conditions, performing audit procedures to evaluate the reasonableness of management’s estimates of forecasted demand required a high degree of auditor judgment and increased audit effort.

Inventories are stated at the lower of cost or net realizable value.

The Company records a reduction to the carrying value of inventory that is determined to be excess, obsolete or unsellable based upon assumptions about future demand and market conditions.

As of January 31, 2026 , the Company’s consolidated inventories balance was $ 1,388.0 million.

We identified inventory valuation as a critical audit matter because of the significant assumptions management makes with regard to estimating the net realizable value of inventories, specifically, forecasted demand.

This required a high degree of auditor judgment and an increased extent of effort when performing audit procedures to evaluate the reasonableness of management’s estimate of forecasted demand.

How the Critical Audit Matter Was Addressed in the Audit

Our audit procedures related to management’s estimates of forecasted demand used in the valuation of inventory included the following, among others:

• We tested the effectiveness of internal controls over management’s provisions for excess and obsolete inventories, including internal controls designed to review and approve forecasted demand and the underlying assumptions regarding expected product lifecycles, product development plans, expected customer orders, projected and current market conditions, and historical usage by product.

• We evaluated management’s ability to accurately estimate forecasted demand by comparing estimates made in prior periods to the historical actual results for those same periods.

• We made inquiries of business unit managers throughout the period as well as executives, sales and marketing, and operations personnel about the expected product lifecycles and product development plans and historical usage by product and compared expectations to actual developments over the period.

• We selected a sample of inventory products and tested the forecasted demand by comparing internal and external information (e.g., historical usage, contracts, communications with customers, market conditions, etc.) with the Company’s forecast.

• We considered, when relevant, the existence of contradictory evidence based on reading of internal financial and operational information used by management and the board of directors, Company press releases, and analysts' reports, as well as our observations and inquires as to changes within the business and evidence obtained through other areas of the audit.

Our audit procedures related to management’s estimates of forecasted demand used in the determination of excess and obsolete inventories included the following, among others:

• We tested the effectiveness of internal controls over the excess and obsolete inventory analysis, including internal controls designed to review and approve estimates of forecasted demand.

• We evaluated management’s ability to accurately estimate future demand by comparing estimates made in prior periods to the subsequent actual results for those same periods.

• We made inquiries of business unit managers throughout the period as well as executives, sales and marketing, and operations personnel about the expected product life cycles and product development plans and historical demand by product and compared expectations to actual developments over the period.

• We selected a sample of inventory products and tested the forecasted demand by comparing internal and external information (e.g., historical demand, contracts, communications with customers, market conditions) to the Company’s forecasted demand.

• We considered, when relevant, the existence of contradictory evidence based on reading of internal financial and operational information used by management and the board of directors, Company press releases, and analysts’ reports, as well as our observations and inquiries as to changes within the business and evidence obtained through other areas of the audit.

/s/ Deloitte & Touche LLP

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1.3 billion shares authorized;

866.0 and 865.5 shares issued and outstanding in fiscal 2025 and 2024, respectively

847.3 and 866.0 shares issued and outstanding as of January 31, 2026 and February 1, 2025, respectively

Additional paid-in capital 12,950.9 14,534.1

Accumulated other comprehensive income — 0.4

Accumulated deficit ( 1,109.2 ) ( 16.7 )

Retained earnings (Accumulated deficit) 1,355.8 ( 1,109.2 )

Total stockholders’ equity 14,308.4 13,427.0

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2026 February 1,

2024 January 28,

2025 February 3,

Net revenue $ 8,194.6 $ 5,767.3 $ 5,507.7

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Selling, general and administrative 767.1 798.2 834.0

Legal settlement — — 100.0

Restructuring related charges 353.9 131.1 21.6

Restructuring related charges, net 15.5 353.9 131.1

Total operating expenses 2,857.8 3,102.5 2,861.3

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Interest income and other, net 1,926.3 15.0 20.7

Interest and other loss, net ( 174.4 ) ( 191.0 ) ( 152.9 )

Interest and other income (loss), net 1,723.7 ( 174.4 ) ( 191.0 )

Income (loss) before income taxes 3,046.6 ( 894.7 ) ( 758.7 )

Provision (benefit) for income taxes 376.5 ( 9.7 ) 174.7

Net loss $ ( 885.0 ) $ ( 933.4 ) $ ( 163.5 )

Net loss per share — basic $ ( 1.02 ) $ ( 1.08 ) $ ( 0.19 )

Net loss per share — diluted $ ( 1.02 ) $ ( 1.08 ) $ ( 0.19 )

Net income (loss) $ 2,670.1 $ ( 885.0 ) $ ( 933.4 )

Net income (loss) per share — basic $ 3.10 $ ( 1.02 ) $ ( 1.08 )

Net income (loss) per share — diluted $ 3.07 $ ( 1.02 ) $ ( 1.08 )

Weighted-average shares:

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MARVELL TECHNOLOGY, INC.

CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)

(In millions)

2026 February 1,

2024 January 28,

Net loss $ ( 885.0 ) $ ( 933.4 ) $ ( 163.5 )

2025 February 3,

Net income (loss) $ 2,670.1 $ ( 885.0 ) $ ( 933.4 )

Other comprehensive income (loss), net of tax:

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Other comprehensive income (loss), net of tax ( 0.4 ) ( 0.7 ) 1.1

Comprehensive loss, net of tax $ ( 885.7 ) $ ( 932.3 ) $ ( 163.5 )

Comprehensive income (loss), net of tax $ 2,669.7 $ ( 885.7 ) $ ( 932.3 )

See accompanying Notes to Consolidated Financial Statements.

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Additional Paid-in Capital

Accumulated Other Comprehensive Income (Loss) Retained Earnings

(Accumulated Deficit)

Accumulated Other Comprehensive Income Retained Earnings (Accumulated Deficit)

Shares Amount Total

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Net loss — — — — ( 933.4 ) ( 933.4 )

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

Other comprehensive income — — — 1.1 — 1.1

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

Issuance of common stock in connection with equity incentive plans 9.5 — 87.5 — — 87.5

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Repurchase of common stock ( 9.0 ) — ( 725.0 ) — — ( 725.0 )

Vesting of common stock in connection with customer warrant — — 5.4 — — 5.4

Cash dividends declared and paid (cumulatively $ 0.24 per share)

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Net loss — — — — ( 885.0 ) ( 885.0 )

Other comprehensive income — — — 1.1 — 1.1

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

Balance at February 1, 2025 866.0 1.7 14,534.1 0.4 ( 1,109.2 ) 13,427.0

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Stock-based compensation — — 594.2 — — 594.2

Repurchase of common stock ( 9.0 ) — ( 725.0 ) — — ( 725.0 )

Vestings of common stock in connection with customer warrant — — 5.4 — — 5.4

Repurchase of common stock, including excise tax ( 26.6 ) — ( 2,054.4 ) — — ( 2,054.4 )

Vesting of common stock in connection with customer warrant — — 39.0 — — 39.0

Cash dividends declared and paid (cumulatively $ 0.24 per share)

— — — — ( 205.1 ) ( 205.1 )

Net loss — — — — ( 885.0 ) ( 885.0 )

Net income — — — — 2,670.1 2,670.1

Other comprehensive loss — — — ( 0.4 ) — ( 0.4 )

Balance at February 1, 2025 866.0 $ 1.7 $ 14,534.1 $ 0.4 $ ( 1,109.2 ) $ 13,427.0

Balance at January 31, 2026 847.3 $ 1.7 $ 12,950.9 $ — $ 1,355.8 $ 14,308.4

See accompanying Notes to Consolidated Financial Statements.

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2026 February 1,

2024 January 28,

2025 February 3,

Cash flows from operating activities:

Net loss $ ( 885.0 ) $ ( 933.4 ) $ ( 163.5 )

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

Net income (loss) $ 2,670.1 $ ( 885.0 ) $ ( 933.4 )

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

Depreciation and amortization 348.6 304.3 299.8

1 unchanged sentence

Amortization of acquired intangible assets 942.0 1,052.6 1,097.9

Amortization of inventory fair value adjustment associated with acquisitions — — 38.7

Restructuring related impairment charges 528.8 32.9 5.6

Restructuring related charges (gains), net ( 14.0 ) 528.8 32.9

Deferred income taxes 42.2 ( 111.9 ) 150.8

Gain on sale of business ( 1,830.4 ) — —

Other expense, net 109.5 65.9 54.9

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Purchases of property and equipment ( 354.1 ) ( 284.6 ) ( 336.3 )

Proceeds from sales of property and equipment 27.4 0.5 0.3

Acquisitions, net of cash acquired — ( 10.4 ) —

Net proceeds from sale of business 2,478.6 — —

Other, net ( 49.6 ) 0.8 ( 0.6 )

Net cash used in investing activities ( 300.7 ) ( 350.5 ) ( 328.4 )

Net cash provided by (used in) investing activities 2,097.8 ( 300.7 ) ( 350.5 )

Cash flows from financing activities:

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Cash and cash equivalents at beginning of the year

948.3 950.8 911.0

Cash and cash equivalents at end of the year

$ 2,638.8 $ 948.3 $ 950.8

See accompanying Notes to Consolidated Financial Statements.

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The Company also leverages leading intellectual property and deep system-level expertise, as well as highly innovative security firmware.

The Company’s solutions are empowering the data economy and enabling the data center, enterprise networking, carrier infrastructure, consumer, and automotive/industrial end markets.

The Company’s solutions are empowering the data economy and enabling the data center and communications and other end markets.

The Company is incorporated in Delaware, United States.

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Accordingly, every fifth or sixth fiscal year will have a 53-week period.

The additional week in a 53-week year is added to the fourth quarter, making such quarter consist of 14 weeks.

The additional week in a 53-week period is added to the fourth quarter, making such quarter consist of 14 weeks.

Fiscal 2024 had a 53-week period.

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dollars unless otherwise noted.

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 fiscal 2026, the Company recorded a pre-tax gain on sale of $ 1.8 billion, which is included in interest income and other, net in the Consolidated Statements of Operations.

Note 2 — Significant Accounting Policies

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The preparation of consolidated financial statements in conformity with accounting principles generally accepted in the United States of America (“GAAP”) requires management to make estimates, judgments and assumptions that affect the reported amounts of assets, liabilities, revenues and expenses, and related disclosure of contingent assets and liabilities.

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

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

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Cash and cash equivalents consist of cash on deposit with banks and time deposits.

MARVELL TECHNOLOGY, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

Investments in Equity Securities

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This assessment is based on a qualitative and quantitative analysis, including, but not limited to, the investee’s revenue and earnings trends, available cash and liquidity, and the status of the investee’s products and the related market for such products.

MARVELL TECHNOLOGY, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

Concentration of Credit Risk and Significant Customers

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The Company regularly reviews the allowance for credit losses by considering factors such as historical experience, credit quality, reasonable and supportable forecasts, age of the accounts receivable balances and current economic conditions that may affect a customer’s ability to pay.

The Company’s accounts receivable was concentrated with four customers at February 1, 2025, who comprise a total of 72 % of gross accounts receivable, compared with three customers at February 3, 2024, who represented 67 % of gross accounts receivable, respectively.

The Company’s accounts receivable was concentrated with four customers at January 31, 2026, who represented a total of 73 % of gross accounts receivable, compared with four customers at February 1, 2025, who represented 72 % of gross accounts receivable.

This presentation is at the customer consolidated level.

1 unchanged sentence

2026 February 1,

2024 January 28,

2025 February 3,

Direct Customer:

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*Less than 10% of net revenue.

The Company continuously monitors the creditworthiness of its distributor and direct customers, and believes the distributors’ sales to diverse end customers and to diverse geographies further serve to mitigate the Company’s exposure to credit risk.

The Company continuously monitors the creditworthiness of its distributor and direct customers, and believes these distributors’ sales to diverse end customers and geographies further serve to mitigate the Company’s exposure to credit risk.

Inventory is stated at the lower of cost or net realizable value, cost being determined under the first-in, first-out method.

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Inventoriable shipping and handling costs are classified as a component of cost of goods sold in the consolidated statements of operations.

MARVELL TECHNOLOGY, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

Property and Equipment, Net

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Leasehold improvements are depreciated over the shorter of the remaining lease term or the estimated useful life of the asset.

MARVELL TECHNOLOGY, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

Goodwill is recorded when the consideration paid for a business acquisition exceeds the fair value of net tangible and intangible assets acquired.

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The Company assesses the impairment of long-lived assets and intangible assets whenever events or changes in circumstances indicate that the carrying amount of long-lived assets may not be recoverable.

The Company estimates the future cash flows, undiscounted and without interest charges, expected to be generated by the assets from its use or eventual disposition.

The Company estimates the future cash flows, undiscounted and without interest charges, expected to be generated by the asset from its use or eventual disposition.

If the sum of the expected undiscounted future cash flows is less than the carrying amount of those assets, the Company recognizes an impairment loss based on the excess of the carrying amount over the fair value of the assets.

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The effects of foreign currency re-measurement are reported in current operations.

MARVELL TECHNOLOGY, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

Revenue Recognition

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Variable consideration primarily consists of price discounts, price protection, rebates, and stock rotation programs and is estimated based on a portfolio approach using the expected value method derived from historical data, current economic conditions, and contractual terms.

MARVELL TECHNOLOGY, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

A portion of the Company’s net revenue is derived from sales through third-party logistics providers who maintain warehouses in close proximity to the Company’s customers’ facilities.

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Business Combinations

The Company allocates the fair value of the purchase consideration of its business acquisitions to the tangible assets, liabilities, and intangible assets acquired, including IPR&D, based on their estimated fair values.

The Company allocates the fair value of the purchase consideration, including any contingent consideration, of a business acquisition to the tangible assets, liabilities, and intangible assets acquired, including IPR&D, based on their estimated fair values.

The excess of the fair value of purchase consideration over the fair values of these identifiable assets and liabilities is recorded as goodwill.

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When an IPR&D project is completed, the IPR&D is reclassified as an amortizable purchased intangible asset and amortized over the asset’s estimated useful life.

Acquisition-related expenses and related restructuring costs are recognized separately from the business combination and are expensed as incurred.

Contingent consideration is recognized at fair value on the acquisition date.

Liability-classified contingent consideration is remeasured at fair value at each reporting date, with changes recognized in earnings.

Acquisition-related costs are expensed as incurred.

Stock-Based Compensation

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Previously recognized expense is reversed for the portion of awards forfeited prior to vesting as and when forfeitures occur.

Comprehensive Loss

Comprehensive loss, net of tax is comprised of net loss and net change in unrealized gains and losses on cash flow hedges for fiscal 2025 and 2024.

For fiscal 2023, there were no reconciling differences between net loss and comprehensive loss.

Comprehensive Income (Loss)

Comprehensive income (loss), net of tax is comprised of net income (loss) and net change in unrealized gains and losses on cash flow hedges for fiscal 2026, 2025 and 2024.

MARVELL TECHNOLOGY, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

Accounting for Income Taxes

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The measurement of current and deferred taxes is based on provisions of the enacted tax law and the effects of future changes in tax laws or rates are not anticipated.

MARVELL TECHNOLOGY, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

Evaluating the need for a valuation allowance for deferred tax assets requires judgment and analysis of all available positive and negative evidence, including recent earnings history and cumulative losses in recent years, reversals of deferred tax liabilities, projected future taxable income, and tax planning strategies to determine whether all or some portion of the deferred tax assets will not be realized.

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The recognition and measurement of current taxes payable or refundable, and deferred tax assets and liabilities require that the Company make certain estimates and judgments.

Changes to these estimates or judgments may have a significant effect on the Company’s tax provision in a future period.

Recent Accounting Pronouncements

Accounting Pronouncements Recently Adopted

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

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

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

The Company adopted this standard for the fiscal year ended February 1, 2025.

See “Note 14 – Segment and Geographic Information” for further information.

The adoption of this standard did not have a significant effect on the Company’s results of operations or financial condition.

Changes to these estimates or judgments may have a significant effect on the Company’s income tax provision in a future period.

MARVELL TECHNOLOGY, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

Government Incentives

The Company may receive grants from governments or governmental authorities as an incentive to invest or conduct business in a given jurisdiction.

These government incentives are recognized when it becomes probable that the Company will comply with the conditions of the arrangement and that the incentive will be received.

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

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

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

Recent Accounting Pronouncements

Accounting Pronouncement Recently Effective

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

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

This standard results in enhanced cash tax and effective tax rate disclosures in the Notes to Consolidated Financial Statements.

This standard became effective for the Company’s annual reporting for fiscal 2026 and the Company elected to adopt the standard on a prospective basis.

"See “Note 12 – Income Taxes” for further information.

The adoption of this standard did not have a significant effect on the Company’s results of operations or financial condition.

Accounting Pronouncements Not Yet Effective

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

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

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

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

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

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

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

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

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

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

Early adoption is permitted.

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

In September 2025, the FASB issued ASU 2025-06, Intangibles—Goodwill and Other—Internal-Use Software (Subtopic 350-40) :

Targeted Improvements to the Accounting for Internal-Use Software .

This ASU makes targeted improvements that clarify and modernize the accounting for costs related to internal-use software.

ASU 2025-06 is effective for fiscal years beginning after December 15, 2027, and interim periods within those annual periods, on either a prospective, retrospective, or modified basis.

Early adoption is permitted.

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

In December 2025, the FASB issued ASU 2025-10, Government Grants (Topic 832):

Accounting for Government Grants Received by Business Entities.

This ASU establishes the accounting and presentation for government grants received by a business entity.

This ASU will be effective for fiscal years beginning after December 15, 2028, and interim periods within those fiscal years.

Early adoption is permitted.

This ASU provides for adoption either on a modified prospective, modified retrospective, or retrospective basis.

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

MARVELL TECHNOLOGY, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

Note 3 — Revenue

1 unchanged sentence

The majority of the Company’s revenue is generated from sales of the Company’s products.

Beginning in the fourth quarter of fiscal 2026, the Company 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.

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

3 unchanged sentences

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 %

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

4 unchanged sentences

China $ 2,969.9 36 % $ 2,507.6 43 % $ 2,371.0 43 %

United States 956.9 17 % 795.6 14 % 690.1 12 %

Taiwan 1,657.3 20 % 560.7 10 % 161.9 3 %

Singapore 452.2 8 % 336.2 6 % 331.7 6 %

Thailand 304.4 5 % 329.2 6 % 391.9 7 %

Japan 166.2 3 % 169.1 3 % 260.0 4 %

Malaysia 143.1 2 % 222.6 4 % 393.2 7 %

Finland 112.9 2 % 380.4 7 % 189.6 3 %

United States 1,174.1 14 % 956.9 17 % 795.6 14 %

Other 2,393.3 30 % 1,742.1 30 % 2,179.2 40 %

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

MARVELL TECHNOLOGY, INC.

NOTES TO 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.

For example, a substantial majority of the product shipments the Company makes to China are for non-China based customers that have factories or contract manufacturing operations located within China and whose products are subsequently shipped out of 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.

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

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Contract liability balances are comprised of deferred revenue.

The amount of revenue recognized during the year ended February 1, 2025, that was included in deferred revenue balance at February 3, 2024 was not material.

The amount of revenue recognized during the year ended January 31, 2026, that was included in the deferred revenue balance at February 1, 2025 was not material.

MARVELL TECHNOLOGY, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

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

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

Customer Warrant

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

Customer Warrants

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

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

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

The Fiscal 2025 Warrant Shares vest primarily based on the customer’s achievement of qualifying product revenue milestones and are recognized as a reduction to revenue as qualifying revenues are recognized during the vesting term.

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

A total of 0.1 million Warrant Shares were vested as of February 1, 2025.

A total of 0.7 million Fiscal 2025 Warrant Shares were vested as of January 31, 2026.

During fiscal 2026, the Company issued a warrant to a customer for the purchase of up to 1.0 million shares (“Fiscal 2026 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 Fiscal 2026 Warrant Shares vest based on the customer’s achievement of qualifying product revenues are recognized during the vesting term.

The grant date fair value of the warrant was determined to be $ 53.02 per share and a total fair value of $ 55.4 million using the Black-Scholes option pricing model.

None of the Fiscal 2026 Warrant Shares have vested as of January 31, 2026.

See “Note 11 – Equity Compensation and Employee Benefit Plans” for additional information.

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2026 February 1,

2024 January 28,

Restructuring related charges included in cost of goods sold $ 357.9 $ — $ —

Restructuring related charges included in operating expenses 353.9 131.1 21.6

Restructuring related charges included in net loss $ 711.8 $ 131.1 $ 21.6

2025 February 3,

Restructuring related charges in cost of goods sold $ 0.5 $ 357.9 $ —

Restructuring related charges, net in operating expenses 15.5 353.9 131.1

Restructuring related charges included in net income (loss) $ 16.0 $ 711.8 $ 131.1

MARVELL TECHNOLOGY, INC.

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2026 February 1,

2024 January 28,

2025 February 3,

Employee severance and related costs

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Other non-current assets

Recognition of future contractual obligations

Other 48.1 8.6 6.1

Recognition of contractual obligations 23.5 114.0 —

( 14.5 ) 48.1 8.6

$ 16.0 $ 711.8 $ 131.1

Fiscal 2025 Plan.

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

The Company recognized $ 702.7 million of total restructuring and other related charges for the year ended February 1, 2025 related to the Fiscal 2025 Plan.

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

The Company recorded restructuring and other related charges of $ 30.0 million for the year ended January 31, 2026 and $ 702.7 million for the year ended February 1, 2025 related to the Fiscal 2025 Plan.

Restructuring charges are mainly comprised of impairment and write-off of acquired intangible assets, purchase 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 restructuring charges include $ 159.0 million impairment of capitalized purchased technology licenses that the Company had ceased use of in the third quarter of fiscal 2025.

In addition, the Company recognized $ 97.8 million of restructuring charges related to payment obligations associated with impaired technology license agreements.

In addition, during fiscal 2025, the Company recognized $ 97.8 million of restructuring charges related to payment obligations associated with impaired technology license agreements.

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

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As of the end of fiscal 2026, substantially all actions relating to the Fiscal 2024 Plan have been completed.

Fiscal 2023 Plan.

A restructuring plan was initiated during the first quarter of fiscal 2023 (the “Fiscal 2023 Plan”) in order to realign the organization and enable further investment in key priority areas.

Restructuring charges are mainly comprised of severance and other one-time termination benefits, facility closures where sites may be redundant within the same region or no longer suitably sized for the local employee base, and other costs.

The Company recorded restructuring and other related charges of $ 15.8 million for the year ended January 28, 2023 related to the Fiscal 2023 Plan.

As of the end of fiscal 2025, substantially all actions relating to the Fiscal 2023 Plan have been completed.

MARVELL TECHNOLOGY, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

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

Fiscal 2023 and earlier

Restructuring

Employee Severance and Related Costs

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

Prior Restructuring Plans Fiscal 2024 Plan Fiscal 2025 Plan

Other Exit Related Costs

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Other Exit Related Costs

Balance at January 28, 2023 $ 3.6 $ 1.4 $ — $ — $ — $ — $ 5.0

Balance at February 3, 2024 $ 0.8 $ 15.5 $ 0.7 $ — $ — $ 17.0

Charges (1) — 6.9 2.2 19.4 156.8 185.3

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Net cash payments — — — ( 19.5 ) ( 82.1 ) ( 101.6 )

Non-cash items (2) — — — ( 2.2 ) — 170.8 168.6

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

Balance at January 31, 2026 — — — 0.4 257.1 257.5

non-current portion — — — — 193.9 193.9

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(1) Impairment and other non-cash charges of $ 526.5 million recognized in fiscal 2025 were recorded directly to the consolidated statements of operations and were not included in the restructuring liability balances above.

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

The current portion of the restructuring liability at February 1, 2025 is comprised of $ 91.5 million and $ 9.2 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 consolidated balance sheets.

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

(3) Restructuring gain related to sale of property of $ 14.0 million recognized in fiscal 2026 was recorded directly to the consolidated statements of operations and was not included in the restructuring liability balances above.

The sale of property was affected by a prior restructuring plan associated with project and facility reductions to optimize resources.

The current portion of the restructuring liability at January 31, 2026 is comprised of $ 55.1 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 consolidated balance sheets.

Note 5 — 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.

There was no activity from acquisitions or divestitures recorded to goodwill in fiscal 2025 and 2024.

The carrying value of total goodwill as of February 1, 2025 and February 3, 2024 was $ 11.6 billion.

The carrying value of goodwill as of January 31, 2026 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 fiscal 2026, 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.

The Company has identified that its business operates as a single operating segment and as a single reporting unit for the purpose of goodwill impairment testing.

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Acquired Intangible Assets, Net

As of February 1, 2025 and February 3, 2024, net carrying amounts excluding fully amortized intangible assets are as follows (in millions, except for weighted-average remaining amortization period):

February 1, 2025

As of January 31, 2026 and February 1, 2025, net carrying amounts excluding fully amortized intangible assets are as follows (in millions, except for weighted-average remaining amortization period):

January 31, 2026

Gross Carrying

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Total acquired intangible assets $ 6,976.0 $ ( 5,221.3 ) $ 1,754.7

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

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

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

See “Note 4 – Restructuring” for further information.

February 1, 2025

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Amounts Accumulated

Amortization Net Carrying

Amortization and Impairment

Amounts Weighted-Average Remaining Amortization Period (Years)

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

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

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

See “Note 4 – Restructuring” for further information.

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

The in-process research and development (“IPR&D”) will be accounted for as an indefinite-lived intangible asset and will not be amortized until the underlying project reaches technological feasibility and commercial production, at which point, the IPR&D is reclassified as an amortizable acquired intangible asset and amortized over the asset’s estimated useful life.

Useful lives for these IPR&D projects are expected to range between 8 to 10 years.

The useful life for the IPR&D project is expected to be 9 years.

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

Amortization for acquired intangible assets was $ 1.1 billion during the years ended February 1, 2025, February 3, 2024 and January 28, 2023.

Amortization for acquired intangible assets was $ 942.0 million during the year ended January 31, 2026.

Amortization for acquired intangible assets was $ 1.1 billion during the years ended February 1, 2025 and February 3, 2024.

MARVELL TECHNOLOGY, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

The following table presents the estimated future amortization expense of acquired amortizable intangible assets as of February 1, 2025 (in millions):

The following table presents the estimated future amortization expense of acquired amortizable intangible assets as of January 31, 2026 (in millions):

Fiscal Year Amount

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

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

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

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

2 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 February 1, 2025

Fair Value Measurements at January 31, 2026

Level 1 Level 2 Level 3 Total

2 unchanged sentences

Time deposits $ — $ 72.7 $ — $ 72.7

Prepaid expenses and other current assets:

Foreign currency forward contracts — 0.5 — 0.5

Other non-current assets:

Marketable equity investments 21.7 — — 21.7

Securities under the NQDC plan

Severance pay fund

5 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 February 1, 2025 and February 3, 2024, non-marketable equity investments had a carrying value of $ 48.2 million and $ 45.8 million, respectively, and are included in other non-current assets in the Company’s consolidated balance sheets.

As of January 31, 2026 and February 1, 2025, non-marketable equity investments had a carrying value of $ 129.6 million and $ 48.2 million, respectively, and are included in other non-current assets in the Company’s consolidated balance sheets.

Unrealized net gain including observable price changes for the year ended January 31, 2026 was $ 38.6 million.

Unrealized net gains for the years ended February 1, 2025 and February 3, 2024 were not material.

Fair Value Measurements at February 1, 2025

11 unchanged sentences

Fair Value of Debt

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

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

The estimated aggregate fair value of the unsecured senior notes was $ 3.4 billion at February 1, 2025 and $ 3.3 billion at February 3, 2024, and were classified as Level 2 as there are quoted prices from less active markets for the notes.

The Company classified the 2026 Senior Notes, MTG/MTI 2028 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 January 31, 2026 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 7 – Debt” for additional information.

3 unchanged sentences

Summary of Borrowings and Outstanding Debt

The following table summarizes the Company’s outstanding debt at February 1, 2025 and February 3, 2024 (in millions):

The following table summarizes the Company’s outstanding debt at January 31, 2026 and February 1, 2025 (in millions):

Effective Interest Rate January 31,

2026 February 1,

3 unchanged sentences

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 $ 3,970.8 $ 3,934.3

(1) As of February 1, 2025, the current portion of outstanding debt that is due within twelve months includes a portion of the 2026 Term Loan - 5-Year Tranche.

The weighted-average interest rate on short-term debt outstanding at February 1, 2025 and February 3, 2024 was 5.785 % and 6.830 %, respectively.

(1) As of January 31, 2026, 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 January 31, 2026 and February 1, 2025 was 1.650 % and 5.785 %, respectively.

2024 and 2026 Term Loans

4 unchanged sentences

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

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

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

The effective interest rate for the 5-Year Tranche Loan was 4.912 % as of February 1, 2025.

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

During the year ended February 1, 2025, the Company repaid $ 109.4 million of the principal outstanding of the 5-Year Tranche Loan.

As of February 1, 2025, the Company has $ 590.6 million of 5-Year Tranche Loan borrowings outstanding.

The 3-Year Tranche Loan, due on April 19, 2024 was repaid in full during fiscal 2024.

Pursuant to the amended 2024 and 2026 Term Loan Agreement, 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.

MARVELL TECHNOLOGY, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

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

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

2025 Revolving Credit Facility

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

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

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

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.

This annual rate was 0.175 % at February 1, 2025.

As of February 1, 2025, the 2023 Revolving Credit Facility was undrawn and is available for draw down through April 14, 2028.

The annual unused commitment fee rate was 0.125 % at January 31, 2026.

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 January 31, 2026, the 2025 Revolving Credit Facility was undrawn and is available for draw down through June 30, 2030.

The 2025 Revolving Credit Facility requires that the Company and its subsidiaries comply with covenants relating to customary matters.

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

As of February 1, 2025, the Company was in compliance with its debt covenants for the credit agreements discussed above.

As of January 31, 2026, the Company was in compliance with its debt covenants for the revolving line of credit agreement.

2029 and 2033 Senior Unsecured Notes

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

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

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

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

1 unchanged sentence

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

As of February 1, 2025 , the Company had $ 1.0 billion borrowings outstanding from 2029 and 2033 Senior Notes.

As of January 31, 2026, the Company had $ 1.0 billion borrowings outstanding from 2029 and 2033 Senior Notes.

2026, 2028 and 2031 Senior Unsecured Notes

5 unchanged sentences

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

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

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

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

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

1 unchanged sentence

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

As of February 1, 2025, the Company had $ 2.0 billion borrowings outstanding from 2026, 2028 and 2031 Senior Notes.

2023 and 2028 Senior Unsecured Notes

As of January 31, 2026, the Company had $ 2.0 billion borrowings outstanding from 2026, 2028 and 2031 Senior Notes.

MTG / MTI 2028 Senior Unsecured Notes

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

11 unchanged sentences

The MTI 2028 Notes mature on June 22, 2028.

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

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

2 unchanged sentences

The MTG 2028 Notes mature on June 22, 2028.

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

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

As of February 1, 2025, the Company had $ 499.9 million borrowings outstanding from MTI 2028 Notes and MTG 2028 Notes.

As of January 31, 2026, the Company had $ 499.9 million borrowings outstanding from MTI 2028 Notes and MTG 2028 Notes.

MARVELL TECHNOLOGY, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

2030 and 2035 Senior Unsecured Notes

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 “2030 and 2035 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 Company may redeem the 2030 and 2035 Senior Notes, in whole or in part, at any time prior to their maturity at the redemption prices set forth in the 2030 and 2035 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 2030 and 2035 Senior Notes being rated below investment grade), the Company will be required to make an offer to repurchase the 2030 and 2035 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 2030 and 2035 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 January 31, 2026, the Company had $ 1.0 billion borrowings outstanding from the 2030 and 2035 Senior Notes.

Interest Expense and Future Contractual Maturities

During fiscal 2026, 2025, and 2024, the Company recognized $ 187.3 million, $ 183.0 million, and $ 202.9 million of interest expense, respectively, in its consolidated statements of operations related to interest, amortization of debt issuance costs and accretion of discount associated with the outstanding debt.

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

As of January 31, 2026, the aggregate future contractual maturities of the Company’s outstanding debt, at face value, were as follows (in millions):

Fiscal Year Amount

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

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

Total future unconditional purchase commitments as of February 1, 2025, are as follows (in millions):

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 CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

Future unconditional purchase commitments as of January 31, 2026, 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 January 31, 2026, the Company had approximately $ 152.0 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.

MARVELL TECHNOLOGY, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

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

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

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

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

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

The Company currently estimates that it has agreed to purchase level commitments of at least $ 458.2 million of wafers, substrates, and other manufacturing products for fiscal 2027 through fiscal 2033 under the capacity reservation agreements.

In addition, t otal fees and refundable deposits payable under these arrangements are $ 47.1 million in fiscal 2026 through fiscal 2028 .

In addition, t otal fees and refundable deposits payable under these arrangements ar e $ 23.1 million in fiscal 2027 through fiscal 2028 .

Such purchase commitments are summarized in the preceding table.

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

During the third quarter of fiscal 2023, the Company entered into a settlement agreement with a customer in relation to a contractual dispute pursuant to which the Company agreed to pay the customer $ 100.0 million over several quarters.

The amount has been paid in full.

As of the end of fiscal 2024, the Company recognized charges of $ 251.0 million in the aggregate for product related claims, including amounts recognized in previous quarters.

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See “Note 4 – Restructuring” for additional information.

Subsequent to fiscal 2025 year end, the Company reached an agreement with the customer to resolve the matter, in an amount that was not materially different than previously estimated, as reflected in the accompanying fiscal 2025 consolidated financial statements accordingly.

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

MARVELL TECHNOLOGY, INC.

NOTES TO 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.

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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.

MARVELL TECHNOLOGY, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

Indemnities, Commitments and Guarantees

18 unchanged sentences

2026 February 1,

2024 January 28,

2025 February 3,

Operating lease expense $ 72.2 $ 58.2 $ 62.0

2 unchanged sentences

$ 83.8 $ 80.9 $ 34.1

The effect of operating lease right-of-use asset amortization of $ 34.3 million, $ 37.2 million and $ 32.5 million is included in changes in Other expense, net in the cash provided by operating activities section on the consolidated statements of cash flows for the years ended February 1, 2025, February 3, 2024, and January 28, 2023, respectively.

The effect of operating lease right-of-use asset amortization of $ 44.4 million, $ 34.3 million and $ 37.2 million is included in Other expense, net in the cash provided by operating activities section on the consolidated statements of cash flows for the years ended January 31, 2026, February 1, 2025, and February 3, 2024, respectively.

MARVELL TECHNOLOGY, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

The aggregate future lease payments for operating leases as of February 1, 2025 are as follows (in millions):

The aggregate future lease payments for operating leases as of January 31, 2026 are as follows (in millions):

Fiscal Year Operating Leases Sublease Income

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Under the terms of the Company’s Certificate of Incorporation, the Board of Directors may determine the rights, preferences, and terms of the Company’s authorized but unissued shares of preferred stock.

As of February 1, 2025, the Company is authorized to issue 8.0 million shares of $ 0.002 par value preferred stock and 1.3 billion shares of $ 0.002 par value common stock.

As of February 1, 2025 and February 3, 2024, no shares of preferred stock were outstanding.

Restricted Stock

In connection with an acquisition in fiscal 2023, the Company granted 0.4 million shares of unregistered restricted stock, which is subject to certain vesting conditions.

As of January 31, 2026, the Company is authorized to issue 8.0 million shares of $ 0.002 par value preferred stock and 1.3 billion shares of $ 0.002 par value common stock.

As of January 31, 2026 and February 1, 2025, no shares of preferred stock were outstanding.

Restricted Stock Unit Withholdings

For the years ended February 1, 2025, February 3, 2024, and January 28, 2023, the Company withheld approximately 3.3 million, 4.3 million and 4.2 million shares, or $ 274.9 million, $ 223.7 million, and $ 227.6 million of common stock, respectively, in settlement of employee tax withholding obligations due upon the vesting of restricted stock.

For the years ended January 31, 2026, February 1, 2025, and February 3, 2024, the Company withheld approximately 3.3 million, 3.3 million and 4.3 million shares, or $ 240.7 million, $ 274.9 million and $ 223.7 million of common stock, respectively, in settlement of employee tax withholding obligations due upon the vesting of restricted stock.

Cash Dividends on Shares of Common Stock

During fiscal 2025, the Company declared and paid cash dividends of $ 0.24 per common stock, or $ 207.5 million, on the Company’s outstanding common stock.

During fiscal 2024, the Company declared and paid cash dividends of $ 0.24 per common stock, or $ 206.8 million, on the Company’s outstanding common stock.

During fiscal 2023, the Company declared and paid cash dividends of $ 0.24 per common stock, or $ 204.4 million, on the Company’s outstanding common stock.

During fiscal 2026, the Company declared and paid cash dividends of $ 0.24 per share of common stock, or $ 205.1 million, on the Company’s outstanding common stock.

During fiscal 2025, the Company declared and paid cash dividends of $ 0.24 per share of common stock, or $ 207.5 million, on the Company’s outstanding common stock.

During fiscal 2024, the Company declared and paid cash dividends of $ 0.24 per share of common stock, or $ 206.8 million, on the Company’s outstanding common stock.

Any future dividends will be subject to the approval of the Company’s Board of Directors.

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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.

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.

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, legal rules and regulations, 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.

The Company repurchased 9.0 million shares of its common stock for $ 725.0 million during fiscal 2025, 2.5 million shares of its common stock for $ 150.0 million during fiscal 2024 and 2.3 million shares of its common stock for $ 115.0 million during fiscal 2023.

The repurchased shares of stock were retired immediately after the repurchases were completed.

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

As of February 1, 2025, a total of 321.9 million shares of stock have been repurchased to date under the Company’s stock repurchase program for a total $ 5.3 billion in cash and there was $ 2.6 billion remaining available for future stock repurchases.

Subsequent to fiscal 2025 year end through March 11, 2025, the Company repurchased 0.7 million shares of its common stock for $ 45.0 million.

A summary of the stock repurchase activity under the stock repurchase program, reported based on the trade date, is summarized as follows (in millions, except per share amounts):

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.

During the fourth quarter of fiscal 2026, the ASR Agreement was settled, and the Company received an additional 1.0 million shares.

The cumulative repurchases under this ASR Agreement totaled 11.7 million shares at an average price of $ 85.21 per share.

The Company repurchased 26.6 million shares of its common stock for $ 2.0 billion during fiscal 2026, 9.0 million shares of its common stock for $ 725.0 million during fiscal 2025 and 2.5 million shares of its common stock for $ 150.0 million during fiscal 2024.

The repurchased shares of common stock were retired immediately after the repurchases were completed.

The Company records all open market repurchases based on their trade date.

As of January 31, 2026, a total of 348.5 million shares of common stock have been repurchased to date under the Company’s stock repurchase program for a total $ 7.3 billion in cash and there was $ 5.5 billion remaining available for future stock repurchases.

A summary of the stock repurchase activity under the stock repurchase program is summarized as follows (in millions, except per share amounts):

Repurchased Weighted-

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Repurchase of common stock under the stock repurchase program 2.5 $ 61.51 150.0

Cumulative balance at January 28, 2023 310.4 $ 14.12 4,385.0

Repurchase of common stock under the stock repurchase program 2.5 $ 61.51 150.0

Cumulative balance at February 3, 2024 312.9 $ 14.49 4,535.0

1 unchanged sentence

Cumulative balance at February 1, 2025 321.9 $ 16.34 5,260.0

Repurchase of common stock under the stock repurchase program 26.6 $ 76.46 2,040.1

Cumulative balance at January 31, 2026 348.5 $ 20.94 $ 7,300.1

Note 11 — Equity Compensation and Employee Benefit Plans

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In April 1995, the Company adopted the 1995 Stock Option Plan (the “Option Plan”).

The Option Plan, as amended from time to time, had 383.4 million shares of common stock reserved for issuance thereunder as of February 1, 2025.

As of February 1, 2025, approximately 46.0 million shares remained available for future grants under the Option Plan.

The Option Plan, as amended from time to time, had 383.4 million shares of common stock reserved for issuance thereunder as of January 31, 2026.

As of January 31, 2026, approximately 40.5 million shares remained available for future grants under the Option Plan.

Under the Option Plan, the Company may issue restricted stock unit (“RSU”) awards, performance-based restricted stock unit (“PRSU”) awards, stock options, and other types of stock awards, all of which may be subject to vesting over a specified service term, generally three to four years .

MARVELL TECHNOLOGY, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

RSUs granted under the Option Plan include time-based RSUs and PRSUs.

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In addition to achievement of performance and/or market conditions, PRSUs generally have a three to five year service requirement.

MARVELL TECHNOLOGY, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

Options granted under the Option Plan generally have a term of 10 years and must be issued at prices equal to the fair market value of the stock on the date of grant.

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Under the ESPP, a total of 1.3 million shares were issued in fiscal 2026 at a weighted-average price of $ 57.20 per share, a total of 2.3 million shares were issued in fiscal 2025 at a weighted-average price of $ 36.34 per share, and a total of 2.4 million shares were issued in fiscal 2024 at a weighted-average price of $ 35.57 per share.

As of February 1, 2025, there was $ 68.3 million of unamortized compensation expense related to the ESPP.

As of February 1, 2025, approximately 39.2 million shares remained available for future issuance under the ESPP.

As of January 31, 2026, there was $ 74.0 million of unamortized compensation expense related to the ESPP.

As of January 31, 2026, approximately 37.9 million shares remained available for future issuance under the ESPP.

MARVELL TECHNOLOGY, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

Summary of Stock-Based Compensation Expense

1 unchanged sentence

2026 February 1,

2024 January 28,

2025 February 3,

Cost of goods sold $ 49.2 $ 47.3 $ 49.1

2 unchanged sentences

Total stock-based compensation $ 590.8 $ 597.4 $ 609.8

The income tax benefit recognized from stock-based compensation expense was $ 92.2 million, $ 95.3 million and $ 89.9 million for the years ended February 1, 2025, February 3, 2024 and January 28, 2023, respectively.

Stock-based compensation capitalized in inventory was $ 16.6 million at February 1, 2025, $ 18.2 million at February 3, 2024 and $ 20.3 million at January 28, 2023.

MARVELL TECHNOLOGY, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

The income tax benefit related to equity awards vested or exercised was $ 58.5 million, $ 24.3 million and $ 21.7 million during the years ended February 1, 2025, February 3, 2024 and January 28, 2023, respectively.

The income tax benefit recognized from stock-based compensation expense was $ 89.0 million, $ 92.2 million and $ 95.3 million for the years ended January 31, 2026, February 1, 2025 and February 3, 2024, respectively.

Stock-based compensation capitalized in inventory was $ 20.0 million at January 31, 2026, $ 16.6 million at February 1, 2025 and $ 18.2 million at February 3, 2024.

The income tax benefit related to equity awards vested or exercised was $ 31.5 million, $ 58.5 million and $ 24.3 million during the years ended January 31, 2026, February 1, 2025 and February 3, 2024, respectively.

Restricted Stock and Stock Unit Awards

6 unchanged sentences

Unvested Balance at February 1, 2025

12.4 $ 56.17 5.2 $ 49.19

Granted 10.9 $ 61.92 1.7 $ 55.84

1 unchanged sentence

Canceled/Forfeited ( 2.4 ) $ 57.73 ( 1.1 ) $ 48.47

Unvested Balance at February 1, 2025

Unvested Balance at January 31, 2026

12.2 $ 63.30 4.8 $ 52.05

The aggregate intrinsic value of RSUs vested and expected to vest as of February 1, 2025 was $ 1.4 billion.

The weighted-average grant date fair value for RSUs granted was $ 69.93 , $ 41.50 and $ 55.73 for the years ended February 1, 2025, February 3, 2024 and January 28, 2023, respectively.

The total fair value of RSUs vested during the years ended February 1, 2025, February 3, 2024 and January 28, 2023 was $ 491.6 million, $ 523.7 million and $ 519.6 million, respectively.

As of February 1, 2025, unamortized compensation expense related to RSUs was $ 658.7 million, which is expected to be recognized over a weighted-average period of 1.8 years.

The aggregate intrinsic value of PRSUs vested and expected to vest as of February 1, 2025 was $ 576.0 million.

The weighted-average grant date fair value for PRSUs granted was $ 72.61 , $ 37.78 and $ 45.40 for the years ended February 1, 2025, February 3, 2024 and January 28, 2023, respectively.

The total fair value of PRSUs vested during the years ended February 1, 2025, February 3, 2024 and January 28, 2023 was $ 28.6 million, $ 56.0 million and $ 38.5 million, respectively.

As of February 1, 2025, unamortized compensation expense related to PRSUs was $ 143.1 million, which is expected to be recognized over a weighted-average period of 1.5 years.

The aggregate intrinsic value of RSUs vested and expected to vest as of January 31, 2026 was $ 966.1 million.

The weighted-average grant date fair value for RSUs granted was $ 61.92 , $ 69.93 and $ 41.50 for the years ended January 31, 2026, February 1, 2025 and February 3, 2024, respectively.

The total fair value of RSUs vested during the years ended January 31, 2026, February 1, 2025 and February 3, 2024 was $ 459.5 million, $ 491.6 million and $ 523.7 million, respectively.

As of January 31, 2026, unamortized compensation expense related to RSUs was $ 721.6 million, which is expected to be recognized over a weighted-average period of 2.2 years.

The aggregate intrinsic value of PRSUs vested and expected to vest as of January 31, 2026 was $ 379.6 million.

The weighted-average grant date fair value for PRSUs granted was $ 55.84 , $ 72.61 and $ 37.78 for the years ended January 31, 2026, February 1, 2025 and February 3, 2024, respectively.

The total fair value of PRSUs vested during the years ended January 31, 2026, February 1, 2025 and February 3, 2024 was $ 45.9 million, $ 28.6 million and $ 56.0 million, respectively.

As of January 31, 2026, unamortized compensation expense related to PRSUs was $ 160.5 million, which is expected to be recognized over a weighted-average period of 1.5 years.

Warrant Shares

The warrant has an exercise term of 7 years and a vesting term of 5 years.

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

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

MARVELL TECHNOLOGY, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

See “Note 3 – Revenue” for additional information.

Activity for the warrant shares is as follows (in millions):

Number of Shares

Balance outstanding at February 3, 2024 —

Fiscal 2025 Warrant Shares

Fiscal 2026 Warrant Shares

Balance outstanding at February 1, 2025 4.1 —

A total of 0.1 million Warrant Shares were vested as of February 1, 2025.

Balance outstanding at January 31, 2026

A total of 0.7 million warrant shares were vested as of January 31, 2026.

Valuation of Stock-Based Awards

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The expected dividend yield is calculated by dividing the current annualized dividend by the closing stock price on the date of grant of the option or award.

MARVELL TECHNOLOGY, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

The following weighted-average assumptions were used for each respective period to calculate the fair value of common stock to be issued under the ESPP on the date of grant using the Black-Scholes option pricing model:

The following weighted-average assumptions were used to calculate the fair value of common stock to be issued under the ESPP on the date of grant using the Black-Scholes option pricing model:

2026 February 1,

2024 January 28,

2025 February 3,

Employee Stock Purchase Plan:

4 unchanged sentences

Expected dividend yield 0.3 % 0.2 % 0.4 %

The following weighted-average assumptions were used for each respective period to calculate the fair value of common stock to be issued under PRSU awards on the date of grant using the Monte Carlo pricing model:

The following weighted-average assumptions were used to calculate the fair value of common stock to be issued under PRSU awards on the date of grant using the Monte Carlo pricing model:

2026 February 1,

2024 January 28,

2025 February 3,

Expected term (in years) 3.4 3.0 3.5

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The correlation coefficients are calculated based upon the price data used to calculate the historical volatilities and is used to model the way in which each entity tends to move in relation to its peers.

The following assumptions were used for each respective period to calculate the fair value of Warrant Shares on the date of grant using the Black-Scholes option pricing model:

MARVELL TECHNOLOGY, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

The following assumptions were used to calculate the fair value of warrant shares on the date of issuance using the Black-Scholes option pricing model:

2026 February 1,

Warrant Shares:

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employees to participate by making pre-tax, Roth and after-tax contributions to the 401(k) plan ranging from 1 % to 75 % of eligible earnings subject to a required annual limit.

The Company currently matches 100 % of 5 % of eligible salary to a $ 5,000 maximum contribution effective from January 1, 2023.

Effective January 1, 2026, the Company increased its matching contribution from 100 % of 5 % of eligible salary (maximum $ 5,000 ) to 100 % of 6 % of eligible salary with a $ 6,000 maximum contribution.

The Company made matching contributions to employees of $ 14.9 million in fiscal 2026, $ 14.7 million in fiscal 2025 and $ 15.5 million in fiscal 2024.

As of February 1, 2025, the 401(k) plan offers a variety of investment alternatives, representing different asset classes.

As of January 31, 2026, the 401(k) plan offers a variety of investment alternatives, representing different asset classes.

Employees may not invest in the Company’s common stock through the 401(k) plan.

1 unchanged sentence

In connection with these plans, the Company made contributions on behalf of employees totaling $ 10.4 million, $ 11.0 million and $ 11.4 million during fiscal 2026, 2025 and 2024, respectively.

MARVELL TECHNOLOGY, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

Note 12 — Income Taxes

1 unchanged sentence

2026 February 1,

2024 January 28,

2025 February 3,

operations $ 105.9 $ ( 402.2 ) $ ( 383.3 )

1 unchanged sentence

Income (loss) before income taxes $ 3,046.6 $ ( 894.7 ) $ ( 758.7 )

$ ( 894.7 ) $ ( 758.7 ) $ 85.1

The provision (benefit) for income taxes consists of the following (in millions):

2026 February 1,

2024 January 28,

2025 February 3,

Current income tax provision (benefit):

10 unchanged sentences

Total provision (benefit) for income taxes $ 376.5 $ ( 9.7 ) $ 174.7

The income tax expense (benefit) differs from the amount computed by applying the U.S.

federal statutory rate of 21% to income (loss) before income taxes as follows (in millions):

MARVELL TECHNOLOGY, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

The income tax expense differs from the amount computed by applying the U.S.

federal statutory rate of 21% to income before income taxes as follows (in millions, except percentages):

federal statutory tax rate $ 639.8 21.0 %

State taxes, net of federal benefit (1) 4.4 0.1

Foreign tax effect

Statutory tax rate difference between Singapore and United States ( 113.7 ) ( 3.7 )

Development and expansion incentive ( 221.7 ) ( 7.3 )

Sale of business ( 117.6 ) ( 3.9 )

Qualified domestic top-up tax 41.4 1.4

Other 15.2 0.5

Other foreign jurisdictions 21.0 0.7

Effect of cross-border tax laws

Subpart F income 139.4 4.6

Global intangible low-taxed income 58.1 1.9

Other ( 22.6 ) ( 0.7 )

Research and development tax credits ( 79.8 ) ( 2.6 )

Other ( 7.5 ) ( 0.2 )

Changes in valuation allowance ( 113.0 ) ( 3.7 )

Nontaxable or nondeductible items

Stock based compensation 12.6 0.4

Other ( 5.8 ) ( 0.2 )

Changes in unrecognized tax benefits 86.3 2.8

Other adjustments

Deemed royalty 40.1 1.3

Other ( 0.1 ) —

Effective tax rate $ 376.5 12.4 %

(1) State taxes in Illinois, Massachusetts, and Arizona for fiscal 2026 made up the majority (greater than 50%) of the tax effect in this category.

MARVELL TECHNOLOGY, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

As previously disclosed for the years ended February 1, 2025, and February 3, 2024, prior to the adoption of ASU 2023-09, the following is a reconciliation of the difference between the U.S.

federal statutory income taxes and the total income tax expense (benefit) as follows (in millions):

2025 February 3,

2024 January 28,

Provision (benefit) at U.S.

statutory rate

4 unchanged sentences

Foreign income inclusion in U.S.

159.7 220.0 194.4

Change in federal valuation allowance 36.9 92.4

4 unchanged sentences

Uncertain tax positions 2.7 1.0

Federal tax attribute expiration — — 5.8

Singapore incentive rate extension — — 213.6

Transaction costs — — 0.4

Israel income tax recapture — — 18.3

Other 4.5 6.0

1 unchanged sentence

$ ( 9.7 ) $ 174.7

MARVELL TECHNOLOGY, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

The Company recorded an income tax expense of $ 376.5 million and an income tax benefit of $ 9.7 million in fiscal 2026 and 2025, representing effective tax rates of 12.4 % and 1.1 %, respectively.

The increase in income tax provision in fiscal 2026 was driven by an increase in earnings, which includes the gain on the sale of the Company’s automotive ethernet business.

The income tax expense for fiscal 2026 differs from the U.S.

federal statutory rate of 21% as a result of foreign income inclusions in the U.S., a portion of the Company’s earnings or losses being taxed or benefited at rates lower than the U.S.

statutory rate, research and development credit generation, and changes in valuation allowance.

The income tax benefit for fiscal 2025 differs from the U.S.

4 unchanged sentences

statutory rate, research and development credit generation, and disallowed deductions related to non-deductible compensation.

Further, during fiscal 2024, guidance was issued by the U.S.

Internal Revenue Service in connection with the capitalization of research and development expenditures.

As a result of this guidance, certain costs are currently deductible rather than capitalizable, which resulted in a reduction to the Company’s income tax payable and an increase in its deferred tax assets for which the Company maintains a full valuation allowance.

The income tax expense for fiscal 2023 differs from the U.S.

federal statutory rate of 21% primarily due to the remeasurement of Singapore deferred taxes upon extension of the Company’s tax incentive in Singapore, tax benefits attributable to a net reduction of unrecognized tax benefits as a result of settled income tax audits in combination with the lapsing of statute of limitations, offset by foreign income inclusions in the U.S., and a tax expense related to the recapture of certain Israel corporate income taxes.

The income tax expense for fiscal 2023 is also impacted by a substantial portion of the Company’s earnings, or in some cases, losses being taxed or benefited at rates lower than the U.S.

statutory rate, stock-based compensation tax benefits, and disallowed deductions related to non-deductible compensation.

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 January 31, 2026 period includes the impact of the 2025 Tax Act.

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

MARVELL TECHNOLOGY, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

Deferred tax assets and liabilities consist of the following (in millions):

18 unchanged sentences

$ 325.4 $ 367.4

The deferred taxes reflected above for fiscal 2025 include the impact of the Fiscal 2025 Plan, which resulted in a reversal of deferred tax liabilities associated with acquired intangible assets.

The deferred tax assets and liabilities based on tax jurisdictions are presented on the Company’s consolidated balance sheets as follows (in millions):

4 unchanged sentences

$ 325.4 $ 367.4

MARVELL TECHNOLOGY, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

The ultimate realization of deferred tax assets depends upon the generation of future taxable income during the periods in which those assets become deductible or creditable.

3 unchanged sentences

In the U.S., and in certain foreign jurisdictions, the Company has deferred tax assets for which partial valuation allowances have been established.

After weighing all available evidence, particularly the earnings history and forecasts of future taxable income in each respective jurisdiction, as well as its history of tax credits expiring unused, the Company determined that negative evidence outweighed positive evidence with respect to the ability to realize federal, state, and foreign research and development and other tax credits, as well as certain other foreign deferred tax assets.

The valuation allowance increased by $ 77.2 million from fiscal 2024, for certain federal, state, and foreign tax attributes.

After weighing all available evidence, particularly the earnings history and forecasts of future taxable income in each respective jurisdiction, as well as its history of tax credits expiring unused, the Company determined that negative evidence outweighed positive evidence with respect to the ability to realize federal, certain state, and foreign research and development and other tax credits, as well as certain other foreign deferred tax assets.

The valuation allowance decreased by $ 62.9 million from fiscal 2026, for certain federal, state, and foreign tax attributes.

The Company maintains a valuation allowance on its U.S.

1 unchanged sentence

In future periods, it is possible that significant positive or negative evidence could arise that results in a change in the Company’s judgment with respect to the need for a valuation allowance, which could result in a tax benefit, or adversely affect the Company’s income tax provision, in the period of such change in judgment.

As of February 1, 2025, the Company had net operating loss carryforwards available to offset future taxable income of approximately $ 476.1 million, $ 808.9 million, $ 262.9 million and $ 1.2 million for U.S.

MARVELL TECHNOLOGY, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

As of January 31, 2026, the Company had net operating loss carryforwards available to offset future taxable income of approximately $ 358.7 million, $ 804.6 million, $ 198.1 million and none for U.S.

federal, state of California, other U.S.

1 unchanged sentence

If not utilized, the federal loss carryforwards begin to expire in fiscal 2033, and the California carryforwards begin to expire in fiscal 2027.

The majority of the Company’s foreign losses carry forward indefinitely.

The Company also had federal research and other tax credit carryforwards of approximately $ 663.6 million, which begin to expire in fiscal 2027.

As of February 1, 2025, the Company also had California research tax credit carryforwards of approximately $ 731.2 million, which can be carried forward indefinitely.

As of January 31, 2026, the Company also had California research tax credit carryforwards of approximately $ 792.0 million, which can be carried forward indefinitely.

In addition, the Company has research and other tax credit carryforwards of approximately $ 53.7 million in other U.S.

10 unchanged sentences

2026 February 1,

2024 January 28,

2025 February 3,

Unrecognized tax benefits as of the beginning of the period $ 541.7 $ 476.5 $ 317.5

Increases related to acquired tax positions — — —

Increases related to prior year tax positions 101.6 — —

6 unchanged sentences

Gross amounts of unrecognized tax benefits as of the end of the period $ 594.6 $ 541.7 $ 476.5

The Company has recorded $ 541.7 million of gross unrecognized tax benefits as of February 1, 2025, of which $ 207.0 million would affect the Company’s effective income tax rate if recognized.

$ 489.6 million of the Company’s gross unrecognized tax benefits as of February 1, 2025 relate to income tax positions which, if recognized, would increase deferred tax assets that are subject to valuation allowances.

MARVELL TECHNOLOGY, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

The total amount of interest and penalties accrued was approximately $ 5.8 million, $ 3.8 million, and $ 3.2 million as of February 1, 2025, February 3, 2024, and January 28, 2023, respectively.

The Company has recorded $ 594.6 million of gross unrecognized tax benefits as of January 31, 2026, of which $ 199.6 million would affect the Company’s effective income tax rate if recognized.

$ 353.3 million of the Company’s gross unrecognized tax benefits as of January 31, 2026 relate to income tax positions which, if recognized, would increase deferred tax assets that are subject to valuation allowances.

The total amount of interest and penalties accrued was approximately $ 7.0 million, $ 5.8 million, and $ 3.8 million as of January 31, 2026, February 1, 2025, and February 3, 2024, respectively.

The consolidated statements of operations for fiscal 2026, 2025, and 2024 included accruals of $ 3.0 million, $ 2.5 million, and $ 1.3 million, respectively, of interest and penalties related to unrecognized tax benefits.

The Company’s major tax jurisdictions are the United States, the states of California and Massachusetts, Germany, India, Israel and Singapore.

The Company is subject to taxation in the United States and various state and foreign jurisdictions.

The Company is subject to income tax audits by the respective tax authorities in all of the jurisdictions in which it operates.

The examination of tax liabilities in each of these jurisdictions requires the interpretation and application of complex and sometimes uncertain tax laws and regulations.

As of February 1, 2025, the Company is subject to examination in significant jurisdictions including Germany, India, Israel, Singapore, and the United States for fiscal 2003 through 2025.

During the next 12 months, it is reasonably possible that the amount of unrecognized tax benefits could increase or decrease significantly due to changes in tax law in various jurisdictions, new tax audits and changes in the U.S.

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

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

As of January 31, 2026, the Company is subject to examination in significant jurisdictions including Germany, India, Israel, Singapore, and the United States for fiscal 2003 and after.

The Company maintains a Development and Expansion Incentive (“DEI”) in Singapore through June 30, 2029.

To retain the current DEI tax benefits through June 2029 in Singapore, the Company must meet certain operating conditions, headcount and investment requirements, as well as maintain certain activities in Singapore.

In fiscal 2026, tax savings associated with this program, after factoring in any qualified domestic minimum top-up tax, were approximately $ 56.4 million, which if paid, would impact the Company’s earnings per share by $ 0.07 .

In fiscal 2025 and 2024, no Singapore tax incentive net tax benefits were recorded.

MARVELL TECHNOLOGY, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

Marvell Israel (M.I.S.L) Ltd., is entitled to certain tax benefits through December 31, 2026 under the Israeli Encouragement of Investments Law (“Encouragement Law”) Special Technology Enterprise Regime, subject to various operating requirements and other conditions.

In fiscal 2025, no Israel tax incentive net tax benefits were recorded.

In fiscal 2026, tax savings associated with this program were approximately $ 25.3 million, which if paid, would impact the Company’s earnings per share by $ 0.03 per share.

In fiscal 2025, no Israel tax incentive net tax benefits were recorded.

In fiscal 2024, tax savings associated with this program were approximately $ 8.7 million, which if paid, would impact the Company’s earnings per share by $ 0.01 per share.

The Company’s principal source of liquidity as of February 1, 2025 consisted of approximately $ 948.3 million of cash and cash equivalents, of which approximately $ 716.9 million was held by subsidiaries outside of the United States.

In addition, the Company has an undrawn revolving credit facility of $ 1.0 billion.

The Company has not recognized a deferred tax liability on $ 301.2 million of assets held by subsidiaries as such amounts are deemed to be indefinitely reinvested.

The Company manages its worldwide cash requirements by, among other things, reviewing available funds held by its foreign subsidiaries and the cost effectiveness by which those funds can be accessed in the United States.

Note 13 — Net Loss Per Share

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

MARVELL TECHNOLOGY, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

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

As of January 31, 2026, the Company intends to indefinitely reinvest $ 40.3 million of cumulative undistributed earnings held by certain subsidiaries.

The Company has not provided the amount of the unrecognized deferred tax liabilities for temporary differences related to these investments as the determination of such amounts is not practicable.

The following table presents supplemental cash flow information related to income taxes paid, net of refunds received (in millions):

Federal $ 4.1

Singapore 61.0

Total cash paid for income taxes, net of refunds received $ 92.1

Cash paid for incomes taxes, net of refunds received, for fiscal 2025 and 2024 were $ 40.1 million and $ 120.6 million, respectively.

Note 13 — Net Income (Loss) Per Share

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

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

2026 February 1,

2024 January 28,

Net loss $ ( 885.0 ) $ ( 933.4 ) $ ( 163.5 )

2025 February 3,

Net income (loss)

$ 2,670.1 $ ( 885.0 ) $ ( 933.4 )

Weighted-average shares — basic 861.0 865.5 861.3

Effect of dilutive securities:

Stock-based awards and warrant shares

Stock-based awards

Weighted-average shares — diluted 869.7 865.5 861.3

Net loss per share:

Net income (loss) per share:

Basic $ 3.10 $ ( 1.02 ) $ ( 1.08 )

Diluted $ 3.07 $ ( 1.02 ) $ ( 1.08 )

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):

2025 February 3,

2024 January 28,

Weighted-average shares outstanding:

Stock-based awards and warrant shares

Anti-dilutive potential shares

4.3 13.0 10.9

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 and warrant shares are excluded from the calculation of diluted earnings per share for the years ended February 1, 2025, February 3, 2024, and January 28, 2023 due to the net losses reported in those periods.

MARVELL TECHNOLOGY, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

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

Under the treasury stock method, potential shares of common stock 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.

Note 14 — Segment and Geographic Information

5 unchanged sentences

Accordingly, the Company operates under a single operating segment.

MARVELL TECHNOLOGY, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

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

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):

2026 February 1,

2024 January 28,

2025 February 3,

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

5 unchanged sentences

942.0 1,052.6 1,097.9

Restructuring related charges (b)

Restructuring related charges, net (b)

16.0 711.8 131.1

7 unchanged sentences

376.5 ( 9.7 ) 174.7

Other segment expenses (c)

Other segment items (c)

( 1,550.6 ) 325.1 622.6

Net income (loss)

$ 2,670.1 $ ( 885.0 ) $ ( 933.4 )

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

(b) Restructuring related charges of $ 357.9 million are included in cost of goods sold and $ 353.9 million are included in operating expenses for the year ended February 1, 2025 in the accompanying consolidated statements of operations.

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

(b) Restructuring related charges of $ 0.5 million and $ 357.9 million are included in cost of goods sold, and $ 15.5 million and $ 353.9 million are included in operating expenses for the years ended January 31, 2026 and February 1, 2025, respectively, in the accompanying consolidated statements of operations.

(c) 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.

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 consolidated financial statements and notes thereto.

MARVELL TECHNOLOGY, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

The following table presents long-lived asset information by geographic region (in millions):

4 unchanged sentences

$ 935.0 $ 790.5

MARVELL TECHNOLOGY, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

Note 15 — Supplemental Financial Information (in millions)

6 unchanged sentences

Cash and cash equivalents

Short-term, highly liquid investments of $ 57.2 million and $ 2.6 million as of February 1, 2025 and February 3, 2024, respectively, included in cash and cash equivalents on the accompanying consolidated balance sheets are not considered as investments because of the short-term maturity of such investments.

$ 2,638.8 $ 948.3

Short-term, highly liquid investments of $ 72.7 million and $ 57.2 million as of January 31, 2026 and February 1, 2025, respectively, included in cash and cash equivalents on the accompanying consolidated balance sheets are not considered as investments because of the short-term maturity of such investments.

2026 February 1,

7 unchanged sentences

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

Total trade accounts receivable sold under the factoring arrangement were $ 868.8 million for the year ended February 1, 2025, of which $ 101.8 million remained subject to servicing by the Company as of February 1, 2025.

Total trade accounts receivable sold under the factoring arrangement were $ 335.7 million for the year ended February 3, 2024, of which $ 155.9 million remained subject to servicing by the Company as of February 3, 2024.

Total trade accounts receivable sold under the factoring arrangement were $ 735.5 million, $ 868.8 million, and $ 335.7 million for the years ended January 31, 2026, February 1, 2025, and February 3, 2024, respectively.

$ 108.5 million and $ 101.8 million remained subject to servicing by the Company as of January 31, 2026 and February 1, 2025, respectively.

Factoring fees for the sales of receivables were recorded in interest income and other, net and were not material for fiscal 2026, 2025 and 2024.

3 unchanged sentences

Inventories $ 1,388.0 $ 1,029.7

MARVELL TECHNOLOGY, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

2026 February 1,

8 unchanged sentences

The Company recorded depreciation expense for property and equipment of $ 221.7 million, $ 177.0 million and $ 148.2 million for fiscal 2026, 2025 and 2024, respectively.

MARVELL TECHNOLOGY, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

During fiscal 2026, the Company recorded impairment charges for property and equipment of $ 69.2 million.

Other than those disclosed in “Note 4 – Restructuring,” impairment charges for property and equipment were not material in fiscal 2025 and 2024.

2026 February 1,

2 unchanged sentences

Technology licenses (1) 296.3 401.3

Prepayments on supply capacity reservation agreements 307.8 302.5

Operating right-of-use assets 284.1 246.0

Prepayments on supply capacity reservation agreements 278.8 307.8

Non-marketable equity investments 129.6 48.2

5 unchanged sentences

Variable consideration estimates (1) $ 713.8 $ 517.9

Accrued income taxes payable 228.3 55.6

Technology license obligations 84.1 101.8

Accrued restructuring 91.5 16.1

Accrued income tax payable 55.6 17.8

Lease liabilities - current portion 56.5 48.3

Accrued restructuring 55.1 91.5

Accrued interest 45.7 43.5

Deferred revenue 40.1 22.1

Deferred non-recurring engineering credits 17.7 21.7

Accrued legal reserve 11.7 76.5

Accrued royalties 25.1 11.7

Other 88.4 80.2

1 unchanged sentence

(1) Substantially all of the variable consideration estimate is comprised of the ship and debit claims accrual, but also includes estimated customer returns, price discounts, price protection, rebates, and stock rotation programs.

MARVELL TECHNOLOGY, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

2026 February 1,

Other non-current liabilities:

Technology license obligations $ 233.8 $ 196.5

Lease liabilities - non-current $ 263.2 $ 231.0

Non-current restructuring liabilities 193.9 228.4

Technology license obligations 160.4 233.8

Non-current income taxes payable 117.4 73.4

2 unchanged sentences

Other non-current liabilities $ 785.6 $ 816.4

MARVELL TECHNOLOGY, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

Government Incentives

See “Note 2 – Significant Accounting Policies – Government Incentives” for information on our accounting policies related to government incentives.

The amounts recorded on the consolidated financial statements related to grants receivable and refundable investment credits were as follows (in millions):

Consolidated Balance Sheets

Prepaid expenses and other current assets

Property and equipment, net

Consolidated Statements of Operations

Cost of goods sold $ 68.8

Research and development 15.1

Selling, general and administrative 4.4

Accumulated Other Comprehensive Income

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

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

Unrealized Gain (Loss) on Cash Flow Hedges

Balance at January 28, 2023 $ —

Balance at February 3, 2024 $ 1.1

Other comprehensive income (loss) before reclassifications 0.1

5 unchanged sentences

Net current-period other comprehensive income (loss), net of tax ( 0.4 )

Balance at February 1, 2025 $ 0.4

Balance at January 31, 2026 $ —

MARVELL TECHNOLOGY, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

Consolidated Statements of Cash Flows

2026 February 1,

2024 January 28,

2025 February 3,

Supplemental Cash Flow Information:

Cash paid for interest $ 177.7 $ 173.4 $ 173.7

Cash paid for income taxes, net $ 40.1 $ 120.6 $ 95.9

Non-Cash Investing and Financing Activities:

Consideration unpaid for acquisitions $ — $ — $ 9.2

Purchases under technology license obligations $ 11.9 $ 307.5 $ 56.2

Unpaid purchases of property and equipment at end of year $ 156.4 $ 69.3 $ 80.1

Note 16 — Subsequent Events

Subsequent to fiscal 2026 year end, on February 2, 2026, the Company 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 the Company’s connectivity strategy for next-generation AI and cloud data centers.

At acquisition close, the Company 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 its common stock.

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

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

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

At acquisition close, the Company paid approximately $ 280.0 million in cash and issued approximately 2.1 million shares of its common stock.

Due to the timing of the Celestial and XConn acquisitions, it is not practicable to disclose the preliminary allocations of the purchase consideration to the assets acquired and liabilities assumed.

Changes in and Disagreements with Accountants on Accounting and Financial Disclosure

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 8. Financial Statements and Supplementary Data