What changed in this filing

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Item 9A. Controls and Procedures

2026-03-11 compared with 2025-03-12 · 66 added, 47 removed, 281 unchanged (29% of the section changed)

1 unchanged sentence

Management’s Evaluation of Disclosure Controls and Procedures

Management, with the participation of our principal executive officer and principal financial officer, has evaluated the effectiveness of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) of the Exchange Act) as of February 1, 2025.

Disclosure controls and procedures are designed to ensure that information required to be disclosed in the reports we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC and that such information is accumulated and communicated to management, including our principal executive officer and principal financial officer, as appropriate, to allow timely decisions regarding required disclosures.

Based on this evaluation, our principal executive officer and principal financial officer concluded that our disclosure controls and procedures were effective as of February 1, 2025.

Based on this evaluation, our principal executive officer and principal financial officer concluded that our disclosure controls and procedures were effective as of January 31, 2026.

Management has concluded that the consolidated financial statements included in this Form 10-K present fairly, in all material respects, our financial position, results of operations and cash flows for the periods presented in conformity with accounting principles generally accepted in the United States.

8 unchanged sentences

Also, projections of any evaluation of effectiveness of future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Under the supervision and with the participation of our management, including our principal executive officer and principal financial officer, we conducted an evaluation of the effectiveness of our internal control over financial reporting as of February 1, 2025 using the criteria for effective internal control over financial reporting as described in “Internal Control-Integrated Framework,” issued by the Committee of Sponsoring Organization of the Treadway Commission (2013 framework) (the COSO Criteria).

Based on this assessment, management concluded that our internal control over financial reporting was effective as of February 1, 2025.

The effectiveness of our internal control over financial reporting as of February 1, 2025 has been audited by Deloitte & Touche LLP, our independent registered public accounting firm, as stated in its report that is included herein.

Under the supervision and with the participation of our management, including our principal executive officer and principal financial officer, we conducted an evaluation of the effectiveness of our internal control over financial reporting as of January 31, 2026 using the criteria for effective internal control over financial reporting as described in “Internal Control-Integrated Framework,” issued by the Committee of Sponsoring Organization of the Treadway Commission (2013 framework) (the COSO Criteria).

Based on this assessment, management concluded that our internal control over financial reporting was effective as of January 31, 2026.

The effectiveness of our internal control over financial reporting as of January 31, 2026 has been audited by Deloitte & Touche LLP, our independent registered public accounting firm, as stated in its report that is included herein.

Inherent Limitations on Effectiveness of Controls

7 unchanged sentences

Changes to Internal Control over Financial Reporting

No change in the Company’s internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) of the Exchange Act) occurred during the three months ended February 1, 2025 that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting.

No change in the Company’s internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) of the Exchange Act) occurred during the three months ended January 31, 2026 that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting.

Other Information

1 unchanged sentence

Name Title Adopted or Terminated Adoption/Termination Date Plan Start Date Plan End Date Transactions Shares (1)(2)

Panteha Dixon

Chief Accounting Officer

Chairman and Chief Executive Officer

12/16/2025 3/26/2026 12/17/2026 Sales

Raghib Hussain

President, Products and Technologies

Sandeep Bharathi

President, Data Center Group

12/4/2025 3/26/2026 10/31/2026 Sales

(1) Vesting of future performance shares are estimated based on target achievement.

Willem Meintjes

Chief Financial Officer

1/9/2026 4/15/2026 3/12/2027 Sales

Christopher Koopmans

President and Chief Operating Officer

1/5/2026 4/6/2026 9/30/2026 Sales

(1) Vesting of any future performance shares are estimated based on target achievement.

(2) If the plan covers "net" vested shares, then the current tax rate has been applied.

5 unchanged sentences

We have audited the internal control over financial reporting of Marvell Technology, Inc.

and subsidiaries (the “Company”) 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 (COSO).

In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of February 1, 2025, based on criteria established in Internal Control — Integrated Framework (2013) issued by COSO.

We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated financial statements as of and for the year ended February 1, 2025, of the Company and our report dated March 12, 2025, expressed an unqualified opinion on those financial statements.

and subsidiaries (the “Company”) 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 (COSO).

In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of January 31, 2026, based on criteria established in Internal Control — Integrated Framework (2013) issued by COSO.

We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated financial statements as of and for the year ended January 31, 2026, of the Company and our report dated March 11, 2026, expressed an unqualified opinion on those financial statements.

Basis for Opinion

17 unchanged sentences

March 11, 2026

Unless we file an amendment to this Form 10-K within 120 days after February 1, 2025 to include the Part III information, we intend to incorporate such information by reference to our definitive proxy statement in connection with our 2025 annual meeting of stockholders to be held in June 2025 (the “2025 Proxy Statement”).

Unless we file an amendment to this Form 10-K within 120 days after January 31, 2026 to include the Part III information, we intend to incorporate such information by reference to our definitive proxy statement in connection with our 2026 annual meeting of stockholders to be held in June 2026 (the “2026 Proxy Statement”).

Directors, Executive Officers and Corporate Governance

4 unchanged sentences

We have adopted a Code of Ethics and Business Conduct for Employees, Officers and Directors (the “Code of Ethics”) that applies to all of our directors, officers (including our Chief Executive Officer (our principal executive officer), Chief Financial Officer (our principal financial officer), Corporate Controller (our chief accounting officer) and any person performing similar functions) and employees.

This Code of Ethics was most recently amended in March 2022.

This Code of Ethics was most recently amended in September 2025.

We intend to disclose certain future amendments to certain provisions of our Code of Ethics and waivers of our Code of Ethics granted to executive officers and directors on our website or in a report on Form 8-K within four business days following the date of such amendment or waiver.

9 unchanged sentences

Equity Compensation Plan Information

The following table provides certain information with respect to all of our equity compensation plans in effect February 1, 2025:

The following table provides certain information with respect to all of our equity compensation plans in effect January 31, 2026:

Plan Category (a)

4 unchanged sentences

Equity compensation plans not approved by security holders (4) 25,685 $ 13.96 —

(1) Includes only options and restricted stock units (outstanding under our equity compensation plans, as no stock warrants or other rights were outstanding under our equity compensation plans as of February 1, 2025).

(2) The weighted-average exercise price calculation does not take into account any restricted stock units as those units vest, without any cash consideration or other payment required for such shares.

52 unchanged sentences

001-40357 4.3 9/18/2023

4.13 Fourth Supplemental Indenture, dated as of June 30, 2025, between Marvell Technology, Inc.

Bank Trust Company, National Association (successor in interest to U.S.

Bank National Association), as trustee

8-K 001-40357 4.1 6/30/2025

4.14 Form of Global Note for the 4.750% Senior Notes due 2030 (included as Exhibit A to Exhibit 4.1)

8-K 001-40357 4.2 6/30/2025

4.15 Form of Global Note for the 5.450% Senior Notes due 2035 (included as Exhibit B to Exhibit 4.1)

8-K 001-40357 4.3 6/30/2025

4.13 Base Indenture, dated as of June 22, 2018, by and between Marvell Technology Group Ltd.

13 unchanged sentences

8-K 001-40357 10.1 4/20/2021

10.2** Credit Agreement, dated as of December 7, 2020, among Marvell Technology Group Ltd., Maui HoldCo, Inc., the Guarantors party thereto, the Lenders party thereto and JPMorgan Chase Bank, N.A., as the Administrative Agent

8-K 000-30877 10.1 12/8/2020

10.3.1 First Amendment to Credit Agreement, dated as of April 14, 2023, between Marvell Technology, Inc., the lenders party hereto and JPMorgan Chase Bank, N.A., as the Administrative Agent

8-K 001-40357 10.2 4/17/2023

10.3.2 Second Amendment To Credit Agreement dated as of October 23, 2023, between, among others, Marvell Technology, Inc., a Delaware corporation, the Lenders party hereto and JPMorgan Chase Bank, N.A., as the Administrative Agent under the Credit Agreement.

10.4.1** Amended and Restated Revolving Credit Agreement dated as of April 14, 2023, among Marvell Technology, Inc ., a Delaware corporation, the Lenders party hereto and Bank of America, N.A., as the Administrative Agent.

Second Amended and Restated Revolving Credit Agreement, dated as of June 30, 2025, among Marvell Technology, Inc., the lenders party thereto, and Bank of America, N.A., as the Administrative Agent

8-K 001-40357 10.1

10.4.2 First Amendment To Credit Agreement dated as of October 23, 2023, is made between, among others, Marvell Technology, Inc., a Delaware corporation (The “Borrower”), the lenders party hereto and Bank of America, N.A., as the Administrative Agent Under The Credit Agreement

Marvell Technology Group Ltd.

7 unchanged sentences

Updated Election Deferral Form

Filed herewith

10.5.2.1 3/12/2025

Amended and restated form of stock unit agreement under the 1995 Stock Option Plan

10-Q 001-40357 10.5.3

10.5.4# Form of Relative TSR RSU Grant Notice as amended March 2022

10.3.4# Amended and restated form of stock unit agreement under the 1995 Stock Option Plan as updated March 2025

10-Q 001-40357 10.5.3.2 5/30/2025

7 unchanged sentences

10-Q 001-40357 10.7.11 5/26/2023

10.3.9# Form of Grant Notice for Restricted Stock Units under the 1995 Stock Option Plan

10-Q 001-40357 10.3.9 8/29/2025

10.3.10# Form of Special Equity Award Relative TSR and EPS RSU Grant Notice July 2025

10-Q 001-40357 10.3.10 8/29/2025

Amended and Restated Marvell Technology, Inc.

1 unchanged sentence

10-K 001-40357 10.8.1 3/9/2023

Amended and restated form of subscription agreement under the 2000 E SPP

Amended and restated form of subscription agreement under the 2000 ESPP

10-Q 001-40357 10.6.1

10.7# Offer Letter between the Marvell and Matthew J.

Offer Letter between Marvell and Matthew J.

Murphy and form of Severance Agreement attached thereto as Appendix B

2 unchanged sentences

10-Q 001-40357 10.9.1 5/26/2023

10.8# Cavium, Inc.

2016 Equity Incentive Plan (including forms of grant notice and agreements)

12 unchanged sentences

10-Q 001-40357 10.13 5/30/2025

10.13 5/31/2024

10.12# Marvell Technology Inc.

5 unchanged sentences

10-K 001-40357 10.29 3/9/2023

Offer Letter between Marvell and Raghib Hussain

10-Q 000-30877 10.3 9/12/2018

Innovium, Inc.

6 unchanged sentences

Non-Qualified Deferred Compensation Plan

Filed herewith

10.21 3/12/2025

10.19 Underwriting Agreement, dated June 23, 2025, among Marvell Technology, Inc.

Morgan Securities LLC, BofA Securities, Inc.

and Wells Fargo Securities, LLC, as representatives of the several underwriters named therein

10.20# Senior Executive Retirement Program dated May 28, 2025

10-Q 001-40357 10.20 8/29/2025

10.21 Offer Letter for Sandeep Bharathi President, Data Center Group

10-Q 001-40357 10.21

Celestial AI, Inc.

Amended and Restated 2020 Equity Incentive Plan

333-293205 99.1

XConn Technologies Holdings, Ltd.

2021 Equity Incentive Plan

333-293358 99.1

Insider Trading Prohibition Policy and Guidelines

Filed herewith

21.1 Subsidiaries of Registrant

44 unchanged sentences

/S/ MATTHEW J.

Chairman, President and Chief Executive Officer (Principal Executive Officer)

March 12, 2025

Chairman and Chief Executive Officer

(Principal Executive Officer) March 11, 2026

/S/ WILLEM MEINTJES

Chief Financial Officer (Principal Financial Officer) March 12, 2025

Chief Financial Officer

(Principal Financial Officer) March 11, 2026

Willem Meintjes

/S/ PANTEHA DIXON

Chief Accounting Officer (Principal Accounting Officer) March 12, 2025

Panteha Dixon

/S/ JUSTIN SCARPULLA

Chief Accounting Officer

(Principal Accounting Officer) March 11, 2026

Justin Scarpulla

/S/ SARA ANDREWS

13 unchanged sentences

Marachel Knight

/S/ MICHAEL STRACHAN

Director March 12, 2025

Michael Strachan

/S/ ROBERT E.

/S/ RAJIV RAMASWAMI

Director March 11, 2026

Rajiv Ramaswami

/S/ RICK WALLACE

4 unchanged sentences

Additions Deductions Balance at End of Year

Fiscal year ended February 1, 2025

Fiscal year ended January 31, 2026

Allowance for credit losses $ 2.6 $ 1.9 $ — $ 4.5

3 unchanged sentences

Deferred tax asset valuation allowance $ 1,099.0 $ 77.8 $ ( 0.6 ) $ 1,176.2

Fiscal year ended January 28, 2023

Fiscal year ended February 3, 2024

Allowance for credit losses $ 2.1 $ 0.8 $ ( 0.9 ) $ 2.0

1 unchanged sentence

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

What changed 10-K

Item 9A. Controls and Procedures