What changed in this filing

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Item 1. Financial Statements

2026-05-28 compared with 2025-12-03 · 359 added, 320 removed, 425 unchanged (62% of the section changed)

3 unchanged sentences

(In millions, except par value per share)

2025 February 1,

2026 January 31,

Current assets:

22 unchanged sentences

Stockholders’ equity:

Preferred stock, $ 0.002 par value;

8.0 shares authorized;

2.0 shares issued and outstanding as of May 2, 2026 of Series A Convertible Preferred Stock ( none issued and outstanding as of January 31, 2026)

Common stock, $ 0.002 par value

Additional paid-in capital 16,877.5 12,950.9

Accumulated other comprehensive income 0.4 0.4

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

Retained earnings 1,336.5 1,355.8

Total stockholders’ equity 18,215.8 14,308.4

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(In millions, except per share amounts)

Three Months Ended Nine Months Ended

2025 November 2,

2024 November 1,

2025 November 2,

Three Months Ended

Net revenue $ 2,417.8 $ 1,895.3

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Selling, general and administrative 258.4 186.4

Restructuring related charges, net 9.6 358.3 6.0 366.4

Restructuring related charges (gain), net 10.7 ( 12.3 )

Total operating expenses 921.4 681.8

Operating income (loss) 357.8 ( 702.8 ) 918.5 ( 955.5 )

Operating income 339.4 270.6

Interest expense ( 52.8 ) ( 48.7 )

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

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

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

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

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

Net income (loss) per share — basic $ 2.22 $ ( 0.78 ) $ 2.64 $ ( 1.25 )

Net income (loss) per share — diluted $ 2.20 $ ( 0.78 ) $ 2.61 $ ( 1.25 )

Weighted-average shares:

Other expense, net ( 203.3 ) ( 6.0 )

Interest and other loss, net ( 256.1 ) ( 54.7 )

Income before income taxes 83.3 215.9

Provision for income taxes 48.8 38.0

Net income $ 34.5 $ 177.9

Net income per share — basic $ 0.04 $ 0.21

Net income per share — diluted $ 0.04 $ 0.20

Weighted-average shares outstanding - common stock and preferred stock assuming conversion:

Basic 882.0 864.8

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MARVELL TECHNOLOGY, INC.

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

(In millions)

Three Months Ended Nine Months Ended

2025 November 2,

2024 November 1,

2025 November 2,

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

Other comprehensive income (loss), net of tax

Net change in unrealized gain (loss) on cash flow hedges ( 0.2 ) 0.1 — ( 1.4 )

Other comprehensive income (loss), net of tax ( 0.2 ) 0.1 — ( 1.4 )

Comprehensive income (loss), net of tax $ 1,901.1 $ ( 676.2 ) $ 2,274.0 $ ( 1,086.6 )

Three Months Ended

Net income $ 34.5 $ 177.9

Other comprehensive loss, net of tax

Net change in unrealized loss on cash flow hedges — ( 0.5 )

Other comprehensive loss, net of tax — ( 0.5 )

Comprehensive income, net of tax $ 34.5 $ 177.4

See accompanying notes to unaudited condensed consolidated financial statements

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(In millions, except per share amounts)

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

Shares Amount Total

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

Issuance of common stock in connection with equity incentive plans 1.8 — 0.6 — — 0.6

Tax withholdings related to net share settlement of restricted stock units — — ( 50.2 ) — — ( 50.2 )

Stock-based compensation — — 142.9 — — 142.9

Repurchases of common stock

( 5.6 ) — ( 340.0 ) — — ( 340.0 )

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

Cash dividends declared and paid ($ 0.06 per share)

— — — — ( 51.8 ) ( 51.8 )

Net income — — — — 177.9 177.9

Other comprehensive loss — — — ( 0.5 ) — ( 0.5 )

Balance at May 3, 2025 862.2 $ 1.7 $ 14,294.2 $ ( 0.1 ) $ ( 983.1 ) $ 13,312.7

Issuance of common stock in connection with equity incentive plans 2.6 — 50.5 — — 50.5

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

Stock-based compensation — — 153.1 — — 153.1

Repurchases of common stock

( 2.7 ) — ( 200.0 ) — — ( 200.0 )

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

Cash dividends declared and paid ($ 0.06 per share)

— — — — ( 51.7 ) ( 51.7 )

Preferred Stock Common Stock Additional Paid-in Capital Retained Earnings

Shares Amount Shares Amount Total

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

Net income — — — — — 34.5 34.5

Other comprehensive income — — — 0.7 — 0.7

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

Issuance of Series A Convertible Preferred Stock in connection with a securities purchase agreement, net of issuance cost 2.0 — — — 1,999.6 — 1,999.6

Issuance of common stock in connection with equity incentive plans — — 2.9 — 3.3 — 3.3

Tax withholdings related to net share settlement of restricted stock units — — — — ( 227.2 ) — ( 227.2 )

Stock-based compensation — — 152.2 — — 152.2

Repurchases of common stock, including excise tax

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

Issuance of common stock in connection with acquisitions — — 26.8 0.1 2,097.9 — 2,098.0

Replacement equity awards attributable to pre-acquisition service — — — — 33.4 — 33.4

Vestings of common stock in connection with customer warrant — — — — 10.9 — 10.9

Cash dividends declared and paid ($ 0.06 per share)

— — — — ( 50.8 ) ( 50.8 )

Net income — — — — 1,901.3 1,901.3

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

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

MARVELL TECHNOLOGY, INC.

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY - (Continued)

(In millions, except per share amounts)

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

Shares Amount Total

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 2.2 — 2.2 — — 2.2

Tax withholdings related to net share settlement of restricted stock units — — ( 74.1 ) — — ( 74.1 )

Stock-based compensation — — — — 208.7 — 208.7

3 unchanged sentences

— — — — — ( 53.8 ) ( 53.8 )

Net loss — — — — ( 215.6 ) ( 215.6 )

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

Balance at May 2, 2026 2.0 $ — 875.6 $ 1.8 $ 16,877.5 $ 1,336.5 $ 18,215.8

Issuance of common stock in connection with equity incentive plans 3.2 — 49.3 — — 49.3

Tax withholdings related to net share settlement of restricted stock units — — ( 57.6 ) — — ( 57.6 )

Stock-based compensation — — 155.5 — — 155.5

Repurchases of common stock

( 2.5 ) — ( 175.0 ) — — ( 175.0 )

Cash dividends declared and paid ($ 0.06 per share)

— — — — ( 51.9 ) ( 51.9 )

Net loss — — — — ( 193.3 ) ( 193.3 )

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

Shares Amount Total

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

Net income — — — — 177.9 177.9

Other comprehensive loss — — — ( 0.5 ) — ( 0.5 )

Balance at August 3, 2024 866.2 $ 1.7 $ 14,732.9 $ ( 0.4 ) $ ( 529.3 ) $ 14,204.9

Issuance of common stock in connection with equity incentive plans 1.8 — 0.6 — — 0.6

Tax withholdings related to net share settlement of restricted stock units — — ( 50.2 ) — — ( 50.2 )

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

Stock-based compensation — — 142.9 — — 142.9

3 unchanged sentences

— — — — ( 51.8 ) ( 51.8 )

Net loss — — — — ( 676.3 ) ( 676.3 )

Other comprehensive income — — — 0.1 — 0.1

Balance at November 2, 2024 865.2 $ 1.7 $ 14,629.0 $ ( 0.3 ) $ ( 1,257.5 ) $ 13,372.9

Balance at May 3, 2025 862.2 $ 1.7 $ 14,294.2 $ ( 0.1 ) $ ( 983.1 ) $ 13,312.7

See accompanying notes to unaudited condensed consolidated financial statements

2 unchanged sentences

(In millions)

Nine Months Ended

2025 November 2,

Three Months Ended

Cash flows from operating activities:

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

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

Net income $ 34.5 $ 177.9

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

Depreciation and amortization 95.4 84.2

1 unchanged sentence

Amortization of acquired intangible assets 225.2 245.7

Change in fair value of contingent consideration liability 331.8 —

Change in fair value of forward stock purchase contract ( 81.1 ) —

Restructuring related charges (gains), net — ( 14.0 )

Deferred income taxes 13.8 ( 4.3 )

Gain on sale of business ( 1,830.4 ) —

Other expense, net 23.2 44.1

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Acquisitions, net of cash acquired ( 1,270.9 ) —

Net proceeds from sale of business 2,478.6 —

Other, net 5.7 ( 0.1 )

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

Net cash used in investing activities ( 1,421.4 ) ( 94.1 )

Cash flows from financing activities:

1 unchanged sentence

Proceeds from employee stock plans 3.3 0.6

Proceeds from issuance of preferred stock 2,000.0 —

Tax withholding paid on behalf of employees for net share settlement ( 227.2 ) ( 50.2 )

4 unchanged sentences

Other, net ( 6.6 ) ( 0.2 )

Net cash used in financing activities ( 1,830.5 ) ( 1,019.5 )

Net cash provided by (used in) financing activities 1,987.4 ( 301.2 )

Net increase (decrease) in cash and cash equivalents 1,204.8 ( 62.4 )

6 unchanged sentences

The unaudited condensed consolidated financial statements of Marvell Technology, Inc.

(“MTI”), a Delaware corporation, and its wholly owned subsidiaries (the “Company”), as of and for the three and nine months ended November 1, 2025, have been prepared as required by the U.S.

(“MTI”), a Delaware corporation, and its wholly owned subsidiaries (the “Company”), as of and for the three months ended May 2, 2026, have been prepared as required by the U.S.

Securities and Exchange Commission (the “SEC”).

2 unchanged sentences

GAAP”) have been condensed or omitted as permitted by the SEC.

These unaudited condensed consolidated financial statements and related notes should be read in conjunction with the Company’s fiscal 2025 audited financial statements included in the Company’s Annual Report on Form 10-K for the fiscal year ended February 1, 2025.

These unaudited condensed consolidated financial statements and related notes should be read in conjunction with the Company’s fiscal 2026 audited financial statements included in the Company’s Annual Report on Form 10-K for the fiscal year ended January 31, 2026.

In the opinion of management, the financial statements include all adjustments, including normal recurring adjustments and other adjustments, that are considered necessary for fair presentation of the Company’s financial position and results of operations.

2 unchanged sentences

Certain prior period amounts have been reclassified to conform to current period presentation.

These financial statements should also be read in conjunction with the Company’s critical accounting policies included in the Company’s Annual Report on Form 10-K for the fiscal year ended February 1, 2025 and those included in this Quarterly Report on Form 10-Q below.

These financial statements should also be read in conjunction with the Company’s critical accounting policies included in the Company’s Annual Report on Form 10-K for the fiscal year ended January 31, 2026 and those included in this Quarterly Report on Form 10-Q below.

All dollar amounts in the financial statements and tables in these notes, except per share amounts, are stated in millions of U.S.

5 unchanged sentences

Fiscal 2027 is a 52-week year.

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

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

On February 2, 2026, the Company completed the 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.

The unaudited condensed consolidated financial statements include the operating results of Celestial for the period from date of acquisition through the Company’s first quarter ended May 2, 2026.

See “Note 4 – Business Combinations” and “Note 5 – Goodwill and Acquired Intangible Assets, Net” for more information.

On February 10, 2026, the Company completed the acquisition of XConn Technologies Holdings, Ltd.

(“XConn”), a provider of advanced peripheral component interconnect express (“PCIe”) and compute express link (“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.

The unaudited condensed consolidated financial statements include the operating results of XConn for the period from date of acquisition through the Company’s first quarter ended May 2, 2026.

See “Note 4 – Business Combinations” and “Note 5 – Goodwill and Acquired Intangible Assets, Net” for more information.

Use of Estimates

1 unchanged sentence

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, restructuring, government incentives, income taxes, litigation and other contingencies.

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, contingent consideration, goodwill and other intangible assets, forward stock purchase contract, restructuring, government incentives, 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.

1 unchanged sentence

As events continue to evolve and additional information becomes available, these estimates may change materially in future periods.

Significant Accounting Policies

There have been no material changes during the three months ended May 2, 2026 to our significant accounting policies from the information provided in “Note 2 – Significant Accounting Policies” of the Notes to Consolidated Financial Statements set forth in Part II, Item 8 included in the Company’s Annual Report on Form 10-K for the fiscal year ended January 31, 2026, except as described below.

MARVELL TECHNOLOGY, INC.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS ‑ (Continued)

Derivative Financial Instruments

The Company accounts for its derivative instruments as either assets or liabilities and carries them at fair value.

For derivative instruments that hedge the exposure to variability in expected future cash flows and are designated as cash flow hedges, the effective portion of the gain or loss on the derivative instrument is reported as a component of accumulated other comprehensive income (loss) in the statement of stockholders’ equity and reclassified into earnings in the same period or periods during which the hedged transaction affects earnings.

The ineffective portion of the gain or loss on the derivative instrument is recognized in current earnings.

To receive hedge accounting treatment, cash flow hedges must be highly effective in offsetting changes to expected future cash flows on hedged transactions.

Derivatives that are not designated as hedges are remeasured at fair value at each reporting period through earnings in the statement of operations and through cash provided by operating activities in the statements of cash flows.

Recent Accounting Pronouncements

Accounting Pronouncements Not Yet 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 ASU will be effective for the Company’s annual reporting for fiscal 2026 on a prospective basis, with retrospective application permitted.

Adoption of this new guidance will result in enhanced cash tax and effective tax rate disclosures in the Notes to Consolidated Financial Statements.

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

The Company does not expect the adoption of this new standard to have a material effect on the Company’s results of operations or financial condition.

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

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

MARVELL TECHNOLOGY, INC.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS ‑ (Continued)

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

3 unchanged sentences

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 UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS ‑ (Continued)

Disaggregation of Revenue

1 unchanged sentence

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

Three Months Ended Nine Months Ended

2025 % of Total November 2,

2024 % of Total November 1,

2025 % of Total November 2,

Three Months Ended

2026 % of Total May 3,

2025 % of Total

1 unchanged sentence

Data center $ 1,832.7 76 % $ 1,440.6 76 %

Enterprise networking 237.2 11 % 150.9 10 % 608.3 10 % 455.0 12 %

Carrier infrastructure 167.8 8 % 84.7 6 % 436.3 7 % 232.4 6 %

Consumer 116.6 6 % 96.5 6 % 295.6 5 % 227.4 6 %

Automotive/industrial 35.0 2 % 82.9 5 % 186.7 3 % 236.7 5 %

Communications and other 585.1 24 % 454.7 24 %

$ 2,417.8 $ 1,895.3

The following table summarizes net revenue disaggregated by primary geographical market based on destination of shipment (in millions, except percentages):

Three Months Ended Nine Months Ended

2025 % of Total November 2,

2024 % of Total November 1,

2025 % of Total November 2,

Three Months Ended

2026 % of Total May 3,

2025 % of Total

8 unchanged sentences

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

MARVELL TECHNOLOGY, INC.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS ‑ (Continued)

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

Three Months Ended Nine Months Ended

2025 % of Total November 2,

2024 % of Total November 1,

2025 % of Total November 2,

Three Months Ended

2026 % of Total May 3,

2025 % of Total

6 unchanged sentences

Contract liability balances are comprised of deferred revenue.

The amount of revenue recognized during the nine months ended November 1, 2025 that was included in the deferred revenue balance at February 1, 2025 was not material.

The amount of revenue recognized during the three months ended May 2, 2026 that was included in the deferred revenue balance at January 31, 2026 was not material.

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

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.

MARVELL TECHNOLOGY, INC.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS ‑ (Continued)

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.

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 0.4 million Warrant Shares were vested as of November 1, 2025.

A total of 0.9 million Fiscal 2025 Warrant Shares were vested as of May 2, 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 May 2, 2026.

Business Combinations

The following acquisitions were accounted for as business combinations under ASC 805.

In accordance with U.S.

GAAP requirements for business combinations, the Company allocated the fair value of the purchase consideration, including any contingent consideration, to the tangible assets, liabilities and intangible assets acquired, including in-process research and development (“IPR&D”), generally based on their estimated fair values.

The excess purchase price over those fair values is recorded as goodwill.

The accounting for business combinations requires management to make significant estimates and assumptions, especially with respect to the fair value of intangible assets and contingent consideration.

Acquisition-related costs are expensed in the periods in which such costs are incurred, and recorded in selling, general and administrative expense in the unaudited condensed consolidated statements of operations.

See “Note 5 – Goodwill and Acquired Intangible Assets, Net” for additional information.

On February 2, 2026, the Company completed the acquisition of Celestial AI, Inc.

(“Celestial”), a provider of a Photonic Fabric TM technology platform purpose-built for next-generation scale-up interconnect, for a total purchase consideration of $ 3.5 billion.

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

In accordance with the terms of the Agreement and Plan of Reorganization dated December 2, 2025 (the “Celestial Merger Agreement”), the Company issued shares of its common stock and paid cash in exchange for all outstanding equity of Celestial, including shares of Celestial’s preferred and common stock, employee equity awards and warrants.

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.

Contingent consideration liability was initially measured at fair value at the acquisition date and included as part of consideration transferred.

The contingent consideration liability will be remeasured at fair value at each reporting date with changes recognized in Other expense, net in the Company’s unaudited condensed consolidated statements of operations.

See “Note 6 – Fair Value Measurement” for additional information.

The factors contributing to the recognition of goodwill were based upon the Company's conclusion that there are strategic and synergistic benefits that are expected to be realized from the acquisition.

Goodwill recorded for the Celestial acquisition is not expected to be deductible for tax purposes.

MARVELL TECHNOLOGY, INC.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS ‑ (Continued)

The following table summarizes the total purchase consideration for Celestial (in millions):

Cash consideration $ 1,279.7

Common stock issued ( 24.5 million shares of the Company's common stock)

Stock consideration for replacement equity awards attributable to pre-combination service 12.9

Contingent consideration 315.8

Total purchase consideration 3,537.4

Cash and cash equivalents acquired ( 302.8 )

Total purchase consideration, net of cash acquired $ 3,234.6

The purchase consideration allocation set forth herein is preliminary and may be revised with adjustments to goodwill as additional information becomes available during the measurement period from the closing date of the acquisition to finalize such preliminary estimates.

Any such revisions or changes may be material.

The purchase price allocation for Celestial is as follows (in millions):

Cash and cash equivalents $ 302.8

Goodwill 2,404.4

Acquired intangible assets, net 951.0

Deferred tax liabilities ( 94.3 )

Other, net ( 26.5 )

Total purchase consideration $ 3,537.4

In connection with the Celestial acquisition, the Company recognized $ 29.1 million of acquisition-related transaction costs, which primarily consisted of legal and professional fees, during the three months ended May 2, 2026.

Revenue and earnings of Celestial since the acquisition date were not material.

Unaudited Supplemental Pro Forma Information

The unaudited supplemental pro forma financial information presents the combined results of operations as if Celestial had been acquired as of beginning of fiscal 2026.

The pro forma information includes non-recurring adjustments for (i) amortization and depreciation for property and equipment and technology licenses, (ii) stock-based compensation expense, and (iii) acquisition related costs.

For the three months ended May 2, 2026 and May 3, 2025, pro forma net income was $ 82.2 million and $ 96.8 million, respectively.

The unaudited supplemental pro forma financial information is for illustrative purposes only and is not necessarily indicative of the financial position or results of operations that would have been realized if the Celestial acquisition had been completed on the date indicated, does not reflect synergies that might have been achieved, nor is it indicative of future operating results or financial position.

The pro forma adjustments are based upon currently available information and certain assumptions the Company believes are reasonable under the circumstances.

On February 10, 2026, the Company completed the acquisition of XConn Technologies Holdings, Ltd.

(“XConn”), a provider of advanced PCIe and CXL switching silicon, for a total purchase consideration of $ 469.0 million.

The acquisition of XConn expands the Company's switching portfolio and augments the Company's UALink TM scale-up switch team.

In accordance with the terms of the Agreement and Plan of Reorganization dated January 5, 2026 (the “XConn Merger Agreement”), the Company issued shares of its common stock and paid cash in exchange for all outstanding equity of XConn, including shares of XConn’s preferred and common stock and employee equity awards.

Goodwill recorded for the XConn acquisition is not expected to be deductible for tax purposes.

MARVELL TECHNOLOGY, INC.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS ‑ (Continued)

The following table summarizes the total purchase consideration for XConn (in millions):

Cash consideration $ 272.1

Common stock issued ( 2.1 million shares of the Company's common stock)

Stock consideration for replacement equity awards attributable to pre-combination service 20.5

Settlement of pre-existing contractual relationship 7.5

Total purchase consideration 469.0

Cash acquired ( 0.6 )

Total purchase consideration, net of cash acquired $ 468.4

Any such revisions or changes may be material.

The purchase price allocation for XConn is as follows (in millions):

Goodwill $ 394.9

Acquired intangible assets, net 81.0

Other, net ( 6.9 )

Total purchase consideration $ 469.0

Acquisition-related transaction costs in connection with the XConn acquisition were not material for the three months ended May 2, 2026.

Pro forma financial information, as well as the revenue and earnings of XConn since the acquisition date, were not material for the periods presented.

Goodwill and Acquired Intangible Assets, Net

Goodwill represents the excess of the purchase price over the fair value of the net tangible and identifiable intangible assets acquired in a business combination.

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

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

In connection with the transaction, during the quarter ended November 1, 2025, the Company derecognized $ 524.7 million of goodwill, which was previously classified as assets held for sale based on the relative fair value of the automotive ethernet business.

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

The carrying value of goodwill as of May 2, 2026 and January 31, 2026 was $ 13.9 billion and $ 11.1 billion, respectively.

During the quarter ended May 2, 2026, the Company completed the acquisitions of Celestial and XConn, and an immaterial acquisition, which collectively increased goodwill by approximately $ 2.8 billion.

See “Note 4 – Business Combinations” for further information.

Acquired Intangible Assets, Net

In connection with the Celestial and XConn acquisitions in the first quarter of fiscal 2027, the Company acquired $ 1.0 billion of intangible assets as follows (in millions, except for weighted-average useful life as of acquisition date):

Celestial XConn Total Weighted-Average Useful Life (Years)

Developed technology $ — $ 31.0 $ 31.0 4.0

Customer contracts and related relationships — 4.0 4.0 1.0

In-process research and development 951.0 46.0 997.0 n/a

$ 951.0 $ 81.0 $ 1,032.0

MARVELL TECHNOLOGY, INC.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS ‑ (Continued)

Acquired Intangible Assets, Net

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

November 1, 2025

As of May 2, 2026 and January 31, 2026, net carrying amounts excluding fully amortized intangible assets are as follows (in millions, except for weighted-average remaining amortization period):

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

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Customer contracts and related relationships 2,005.0 ( 1,699.6 ) 305.4 1.2

Trade names 50.0 ( 45.3 ) 4.7 0.5

Total acquired amortizable intangible assets $ 6,661.0 $ ( 5,396.5 ) $ 1,264.5 2.8

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Total acquired intangible assets $ 7,958.0 $ ( 5,396.5 ) $ 2,561.5

February 1, 2025

January 31, 2026

Gross Carrying Amounts Accumulated Amortization and Impairment

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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 7 – 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.

Each IPR&D will be accounted for 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 6 to 13 years.

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

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

Amortization expense for acquired intangible assets for the three and nine months ended November 2, 2024 was $ 264.9 million and $ 805.5 million, respectively.

MARVELL TECHNOLOGY, INC.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS ‑ (Continued)

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

Amortization expense for acquired intangible assets for the three months ended May 2, 2026 and May 3, 2025 was $ 225.2 million and $ 245.7 million, respectively.

The following table presents the estimated future amortization expense of acquired amortizable intangible assets as of May 2, 2026 (in millions):

Fiscal Year Amount

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Thereafter 54.0

MARVELL TECHNOLOGY, INC.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS ‑ (Continued)

Fair Value Measurements

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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 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.

In addition, forward contracts and the severance pay fund are classified within Level 2 of the fair value hierarchy as the valuation inputs are based on quoted prices and market observable data of similar instruments.

The tables below set forth, by level, the Company’s assets that are measured at fair value on a recurring basis.

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 November 1, 2025

Fair Value Measurements at May 2, 2026

Level 1 Level 2 Level 3 Total

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Prepaid expenses and other current assets:

Foreign currency forward contracts — 0.6 — 0.6

Forward stock purchase contract — — 81.1 81.1

Other non-current assets:

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Total assets $ 47.3 $ 668.0 $ 81.1 $ 796.4

MARVELL TECHNOLOGY, INC.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS ‑ (Continued)

The carrying value of investments in non-marketable equity securities recorded to fair value on a non-recurring basis is adjusted for observable transactions for identical or similar investments of the same issuer or for impairment.

These securities relate to equity investments in privately-held companies.

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

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

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

Fair Value Measurements at February 1, 2025

Other non-current liabilities:

Contingent consideration liability

$ — $ — $ 647.6 $ 647.6

Total liabilities $ — $ — $ 647.6 $ 647.6

Fair Value Measurements at January 31, 2026

Level 1 Level 2 Level 3 Total

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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 3.9 — — 3.9

Severance pay fund — 0.7 — 0.7

Total assets $ 25.6 $ 73.4 $ — $ 99.0

MARVELL TECHNOLOGY, INC.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS ‑ (Continued)

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

In addition, the severance pay fund is classified within Level 2 of the fair value hierarchy as the valuation inputs are based on quoted prices and market observable data of similar instruments.

The contingent consideration liability associated with the Celestial acquisition is classified as Level 3 in the fair value hierarchy as the Company uses unobservable inputs in estimating the fair value using the Monte Carlo simulation valuation model.

Critical estimates and inputs used for the valuation of contingent consideration include forecasted revenue, probability of achievement, stock price volatility, the Company’s stock price and other relevant assumptions and inputs.

A significant change in any of these assumptions or relevant inputs could have a material impact to the fair value of the contingent consideration liability.

Under the contingent consideration arrangement, the maximum potential settlement is approximately $ 233.0 million of undiscounted cash consideration and approximately 22.4 million shares of the Company’s common stock.

See “Note 4 – Business Combinations” for further information.

The following table presents the changes in contingent consideration liability (in millions):

Balance at January 31, 2026 $ —

Initial measurement on acquisition date 315.8

Change in fair value 331.8

Balance at May 2, 2026 $ 647.6

In April 2026, the Company entered into a cash‑settled forward stock purchase contract to manage its exposure to changes in the Company’s stock price related to the contingent consideration arrangement associated with the Celestial acquisition.

The contract has a notional amount of $ 300.0 million and a term of twelve months .

The forward stock purchase contract is classified within Level 3 of the fair value hierarchy because the Monte Carlo simulation valuation model uses historical stock price volatility and the Company’s credit spread, both of which are unobservable inputs.

The use of observable inputs in place of the unobservable inputs in the Company’s valuation model would not materially change the fair value.

During the three months ended May 2, 2026, the Company recognized an unrealized gain of $ 81.1 million related to the forward stock purchase contract, which was recorded in Other expense, net in the Company’s unaudited condensed consolidated statements of operations.

These securities relate to equity investments in privately-held companies.

As of May 2, 2026 and January 31, 2026, non-marketable equity investments had a carrying value of $ 140.1 million and $ 129.6 million, respectively, and are included in other non-current assets in the Company’s unaudited condensed consolidated balance sheets.

Unrealized net gain including observable price changes for the three months ended May 2, 2026 and May 3, 2025 were not material.

Fair Value of Debt

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

The estimated aggregate fair value of the unsecured senior notes was $ 4.5 billion at November 1, 2025 and $ 3.4 billion at February 1, 2025, and were classified as Level 2 as there are quoted prices from less active markets for the notes.

The Company classified its senior notes as Level 2 in the fair value hierarchy as there are quoted prices from less active markets for the notes.

The estimated aggregate fair value of the unsecured senior notes was $ 5.0 billion at May 2, 2026 and $ 4.5 billion at January 31, 2026.

See “Note 7 – Debt” for additional information.

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Summary of Borrowings and Outstanding Debt

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

Effective Interest Rate November 1,

2025 February 1,

The following table summarizes the Company’s outstanding debt at May 2, 2026 and January 31, 2026 (in millions):

Effective Interest Rate May 2,

2026 January 31,

Face Value Outstanding:

2026 Term Loan - 5-Year Tranche $ — $ 590.6

Term Loan Total — 590.6

4.875 % MTG/MTI 2028 Senior Notes

4.940 % / 4.988 %

$ 499.9 $ 499.9

1.650 % 2026 Senior Notes

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5.531 % 500.0 500.0

Senior Notes Total 4,499.9 3,499.9

5.300 % 2036 Senior Notes

5.358 % 1,000.0 —

Total borrowings $ 4,999.9 $ 4,499.9

3 unchanged sentences

Non-current portion $ 4,961.3 $ 3,970.8

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

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

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

2026 Term Loan

The Company’s 2026 Term Loan (the “ 5-Year Tranche Loan”) 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.

(1) The weighted-average interest rate on short-term debt outstanding at January 31, 2026 was 1.650 %.

2025 Revolving Credit Facility

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An unused commitment fee is payable quarterly based on unused balances at a rate that is based on the ratings of the Company’s senior unsecured long-term indebtedness.

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

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

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

The annual unused commitment fee rate was 0.125 % at May 2, 2026.

As of May 2, 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.

As of May 2, 2026, the Company was in compliance with its debt covenants for the revolving line of credit agreement.

2026 Senior Unsecured Notes

The 2026 Senior Notes, due on April 15, 2026, which had a remaining principal of $ 500.0 million, were repaid in full during the quarter ended May 2, 2026.

2036 Senior Unsecured Notes

On April 15, 2026, the Company completed an offering of $ 1.0 billion aggregate principal amount of the Company's 5.300 % Senior Notes due 2036 (the "2036 Senior Notes").

MARVELL TECHNOLOGY, INC.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS ‑ (Continued)

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

2030 and 2035 Senior Unsecured Notes

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

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

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

The 2036 Senior Notes have a 10-year term and mature on April 15, 2036.

The stated and effective interest rates for the 2036 Senior Notes are 5.300 % and 5.358 %, respectively.

The Company may redeem the 2036 Senior Notes, in whole or in part, at any time prior to their maturity at the redemption prices set forth in the 2036 Senior Notes.

In addition, upon the occurrence of a change of control repurchase event (which involves the occurrence of both a change of control and a ratings event involving the Senior Notes being rated below investment grade), the Company will be required to make an offer to repurchase the Senior Notes at a price equal to 101 % of the principal amount of the notes, plus accrued and unpaid interest to, but excluding, the repurchase date.

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

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

In addition, upon the occurrence of a change of control repurchase event (which involves the occurrence of both a change of control and a ratings event involving the 2036 Senior Notes being rated below investment grade), the Company will be required to make an offer to repurchase the 2036 Senior Notes at a price equal to 101 % of the principal amount of the 2036 Senior Notes, plus accrued and unpaid interest to, but excluding, the repurchase date.

The indenture governing the 2036 Senior Notes also contains certain limited covenants restricting the Company's ability to incur certain liens, 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 May 2, 2026, the Company had $ 1.0 billion borrowings outstanding from the 2036 Senior Notes.

Interest Expense and Future Contractual Maturities

During the three and nine months ended November 1, 2025, the Company recognized $ 47.9 million and $ 139.5 million, respectively, of interest expense in its unaudited condensed consolidated statements of operations related to interest, amortization of debt issuance costs and accretion of discount associated with the outstanding debt.

During the three and nine months ended November 2, 2024, the Company recognized $ 45.6 million and $ 138.9 million, respectively, of interest expense in its unaudited condensed consolidated statements of operations related to interest, amortization of debt issuance costs and accretion of discount associated with the outstanding debt.

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

During the three months ended May 2, 2026 and May 3, 2025, the Company recognized $ 50.0 million and $ 44.8 million, respectively, of interest expense in its unaudited condensed consolidated statements of operations related to interest, amortization of debt issuance costs and accretion of discount associated with the outstanding debt.

As of May 2, 2026, the aggregate future contractual maturities of the Company’s outstanding debt, at face value, are as follows (in millions):

Fiscal Year Amount

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Total $ 4,999.9

For additional information about the Company's debt, see “Note 7 – Debt” in the Notes to Consolidated Financial Statements within Item 8 of the Company's Annual Report on Form 10-K for the fiscal year ended February 1, 2025.

For additional information about the Company's debt, see “Note 7 – Debt” in the Notes to Consolidated Financial Statements within Part II, Item 8 of the Company's Annual Report on Form 10-K for the fiscal year ended January 31, 2026.

Restructuring

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The Company expects the Fiscal 2025 Plan to be substantially completed by the end of fiscal 2027.

During the three months ended May 2, 2026, the Company recognized net restructuring related charges of $ 8.7 million, primarily related to contractual obligations and other.

During the three months ended May 3, 2025, the Company recognized a net restructuring gain of $ 12.3 million, primarily driven by a gain on the sale of property affected by restructuring actions associated with project and facility reductions to optimize resources, partially offset by employee severance and related costs.

MARVELL TECHNOLOGY, INC.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS ‑ (Continued)

The following table provides a summary of restructuring related charges as presented in the unaudited condensed consolidated statements of operations (in millions):

Three Months Ended Nine Months Ended

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

Restructuring related charges in cost of goods sold

$ 0.5 $ 356.8 $ 0.5 $ 356.8

Restructuring related charges, net in operating expenses

9.6 358.3 6.0 366.4

$ 10.1 $ 715.1 $ 6.5 $ 723.2

The following table presents details of the restructuring related charges as presented in the unaudited condensed consolidated statements of operations (in millions):

Three Months Ended Nine Months Ended

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

Employee severance $ 2.7 $ 6.7 $ 6.4 $ 13.6

Impairment and write-off assets

Acquired intangible assets — 240.1 — 240.1

Purchased technology license — 159.0 — 159.0

Inventories — 62.0 — 62.0

Property and equipment — 34.0 — 34.0

Other non-current assets — 25.2 — 25.2

Recognition of contractual obligations

7.1 114.0 14.5 114.0

0.3 74.1 ( 14.4 ) 75.3

$ 10.1 $ 715.1 $ 6.5 $ 723.2

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

1 unchanged sentence

Other Exit-Related Costs

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

6.4 14.1 20.5

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

Charges 0.8 7.9 8.7

Net cash payments ( 0.5 ) ( 18.3 ) ( 18.8 )

Balance at November 1, 2025 2.8 264.6 267.4

Balance at May 2, 2026 0.7 246.7 247.4

non-current portion — 184.8 184.8

Current portion $ 0.7 $ 61.9 $ 62.6

(1) Restructuring gain related to sale of property of $ 14.0 million recognized during the nine months ended November 1, 2025 was recorded directly to the unaudited condensed consolidated statements of operations and was not included in the restructuring liability balances above.

The current portion of the restructuring liability is comprised of $ 57.2 million and $ 5.4 million included as components of accrued liabilities and accounts payable, respectively, and the non-current portion of the restructuring liability is included as a component of other non-current liabilities in the accompanying unaudited condensed consolidated balance sheets.

MARVELL TECHNOLOGY, INC.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS ‑ (Continued)

Commitments and Contingencies

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

Future unconditional purchase commitments as of November 1, 2025 are as follows (in millions):

Future unconditional purchase commitments as of May 2, 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 November 1, 2025, the Company had approximately $ 101.6 million of commitments for capital expenditures, the majority of which are expected to be paid within the next twelve months.

In addition, as of May 2, 2026, the Company had approximately $ 185.5 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 UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS ‑ (Continued)

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

2 unchanged sentences

The Company currently estimates that it has agreed to purchase level commitments of at least $ 448.1 million of wafers, substrates, and other manufacturing products for the remainder of fiscal 2027 through fiscal 2033 u nder the capacity reservation agreements.

In addition, total fees and refundable deposits payable under these arrangements are $ 23.1 million in fiscal 2027 through fiscal 2028.

In addition, total fees and refundable deposits payable under these arrangements are $ 11.5 million through fiscal 2028.

Such purchase commitments are summarized in the preced ing table.

Subsequent to quarter end, the Company entered into agreements to secure wafer and substrate manufacturing capacity through fiscal years 2030 and 2033, respectively.

In connection with these agreements, the Company committed to pay deposits totaling $ 870.0 million, payable in quarterly installments from the second quarter of fiscal 2027 through the second quarter of fiscal 2028.

In September 2021, the Company entered into a technology licensing agreement with a vendor which provided complete access to the vendor’s intellectual property portfolio for 10 years.

4 unchanged sentences

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

MARVELL TECHNOLOGY, INC.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS ‑ (Continued)

Contingencies and Legal Proceedings

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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.

In the third quarter of fiscal 2025, the Company reserved $ 50.0 million in relation to a contractual disagreement with a customer that was influenced by the restructuring actions initiated by the Fiscal 2025 Plan.

See “Note 7 – Restructuring” for additional information.

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

Indemnities, Commitments and Guarantees

6 unchanged sentences

The Company does, however, accrue for losses for any known contingent liability, including those that may arise from indemnification provisions, when future payment is probable and estimable.

MARVELL TECHNOLOGY, INC.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS ‑ (Continued)

Intellectual Property Indemnification

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

Stockholders ’ Equity

Celestial Acquisition

Following the Celestial acquisition and in accordance with the Celestial Merger Agreement, certain outstanding options to purchase shares of Celestial common stock, each granted under the Celestial AI Amended and Restated 2020 Equity Incentive Plan (“Celestial 2020 EIP”), were assumed by the Company and converted into options to purchase common shares of the Company .

The Company filed a registration statement on February 4, 2026 to register 3.9 million common shares of the Company, issuable under the Celestial 2020 EIP, comprised of 3.1 million common shares issuable pursuant to the converted options under the Celestial 2020 EIP and 0.8 million common shares issuable pursuant to awards that may be granted, issued, purchased and/or settled under the Celestial 2020 EIP.

The Celestial 2020 EIP provided for the grant of incentive stock options, restricted stock, and restricted stock units to employees, directors, and consultants, with awards generally vesting over 3 to 4 years and options generally having a term of 10 years.

The awards under the Celestial 2020 EIP assumed by the Company in the Celestial acquisition were measured at the acquisition date based on the estimated fair value of $ 203.0 million.

A portion of that fair value, $ 12.9 million, which represented the pre-acquisition service provided by employees to Celestial, was included in the total consideration transferred as part of the acquisition.

As of the acquisition date, the remaining portion of the fair value of those awards was $ 190.1 million, representing post-acquisition stock-based compensation expense that will be recognized as these employees provide service over the remaining vesting periods.

XConn Acquisition

Following the XConn acquisition and in accordance with the XConn Merger Agreement, certain outstanding options to purchase shares of XConn common stock, each granted under the XConn Amended and Restated 2021 Equity Incentive Plan (“XConn 2021 EIP”), were assumed by the Company and converted into options to purchase common shares of the Company.

The Company filed a registration statement on February 20, 2026 to register 0.5 million common shares of the Company, issuable under the XConn 2021 EIP, comprised of 0.5 million common shares issuable upon exercise of convertible options under the XConn 2021 EIP, and 0.1 million common shares issuable pursuant to awards that may be granted, issued, purchased and/or settled under the XConn 2021 EIP.

The XConn 2021 EIP provided for the grants incentive share options, nonstatutory share options, share appreciation rights, restricted shares, and restricted stock units to employees, non-employee directors, advisors and consultants with awards generally vest over 3 to 4 years and options generally having a term of 10 years.

The awards under the XConn 2021 EIP assumed by the Company in the XConn acquisition were measured at the acquisition date based on the estimated fair value of $ 35.4 million.

A portion of that fair value, $ 20.5 million, which represented the pre-acquisition service provided by employees to XConn, was included in the total consideration transferred as part of the acquisition.

As of the acquisition date, the remaining portion of the fair value of those awards was $ 15.0 million, representing post-acquisition share-based compensation expense that will be recognized as these employees provide service over the remaining vesting periods.

Preferred and Common Stock

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 shares of preferred stock.

As of May 2, 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.

MARVELL TECHNOLOGY, INC.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS ‑ (Continued)

On March 31, 2026, the Company completed the issuance and sale of 2.0 million shares of Series A Convertible Preferred Stock, par value $ 0.002 per share (the “Series A Preferred Stock”), to NVIDIA Corporation (“NVIDIA”), for an aggregate purchase price of $ 2.0 billion.

Each share of Series A Preferred Stock has a stated value of $ 1,000 and is initially convertible, at the option of the holder, into shares of the Company’s common stock at an initial conversion price of approximately $ 91.84 per share into an aggregate maximum of approximately 21.8 million shares of common stock, subject to the satisfaction of applicable regulatory requirements, including the expiration or termination of any applicable waiting period.

Holders of the Series A Preferred Stock are entitled to receive dividends on an as‑converted basis in the same manner as holders of common stock, if and when such dividends are declared.

In the event of a liquidation, dissolution, or winding up of the Company, holders of the Series A Preferred Stock participate pro rata with holders of common stock on an as‑converted basis.

The Series A Preferred Stock has no redemption or preemptive rights.

As of May 2, 2026, no shares of Series A Preferred Stock had been converted into common stock.

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

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The Company’s quarterly tax provision, and estimate of its annual effective tax rate, is subject to variation due to several factors, including variability in accurately predicting its pre-tax income or loss and the mix of jurisdictions to which they relate, intercompany transactions, changes in tax laws, the applicability of special tax regimes, changes in how the Company does business, discrete items, and acquisitions or divestitures, as well as the integration of acquisitions.

The Company recorded income tax expense of $ 314.1 million and $ 391.0 million for the three and nine months ended November 1, 2025, respectively.

The Company recorded income tax expense of $ 48.8 million and $ 38.0 million for the three months ended May 2, 2026 and May 3, 2025, respectively.

The increase in the Company’s effective tax rate was primarily driven by non-deductible adjustments to contingent consideration liability, net of the tax impacts of the Company’s forward stock purchase contract.

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

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statutory rate, net of the impact of U.S.

taxation of foreign operations, benefits from tax credits, valuation allowance releases as well as discrete tax benefits and expenses for excess deductions and deficiencies on stock-based compensation.

taxation of foreign operations, benefits from tax credits, non-deductible adjustments to contingent consideration liability, net of the tax impacts of the Company’s forward stock purchase contract, valuation allowance releases as well as discrete tax benefits and expenses for excess deductions and deficiencies on stock-based compensation.

The Company is subject to legislation based on the Organization for Economic Cooperation and Development’s 15% global minimum tax regime which applies to the majority of countries in which the Company operates.

As a result of this legislation, the Company’s foreign earnings are generally subject to a minimum tax rate of 15%.

On January 5, 2026, the OECD released a comprehensive package of administrative guidance, including the “side-by-side system” that exempts U.S.

parented multinational businesses from certain provisions of Pillar Two, specifically the Income Inclusion Rule and the Undertaxed Profits Rule.

The OECD guidance provides that the side-by-side system will be effective for fiscal years beginning on or after January 1, 2026.

In certain jurisdictions, local legislative action is needed to effectuate “side by side system” and cannot be considered in the Company’s accounting estimates until enactment.

The effects of any future legislation in this area are not yet reasonably estimable, but if such legislation is enacted in the future could have a significant effect on the Company’s provision for income taxes, the Company’s financial results, and the Company’s earnings and cash flows.

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.

The 2025 Tax Act makes permanent key elements of the 2017 Tax Cuts and Jobs Act and modifies certain provisions of the U.S.

International tax framework.

The Company’s tax provision for the November 1, 2025 period includes the estimated impact of the 2025 Tax Act.

Certain provisions of the 2025 Tax Act become effective in fiscal year 2027.

The Company’s tax provision for the May 2, 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.

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):

Three Months Ended Nine Months Ended

2025 November 2,

2024 November 1,

2025 November 2,

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

Weighted-average shares — basic 855.8 865.7 861.1 865.5

MARVELL TECHNOLOGY, INC.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS ‑ (Continued)

Net Income Per Share

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

Three Months Ended

Common Stock Series A Preferred Stock Consolidated

Basic net income per share:

Allocation of undistributed loss $ ( 19.1 ) $ ( 0.2 ) $ ( 19.3 )

Dividends declared 52.5 1.3 53.8

Net income — basic $ 33.4 $ 1.1 $ 34.5 $ 177.9

Weighted-average shares outstanding — basic 874.1 7.9 882.0 864.8

Net income per share — basic $ 0.04 $ 0.14 $ 0.04 $ 0.21

Diluted net income per share:

Net income — basic $ 33.4 $ 1.1 $ 34.5

Allocation of earnings assuming conversion of preferred stock 1.1 — *

Net income — diluted $ 34.5 $ 1.1 $ 34.5 $ 177.9

Weighted-average shares outstanding — basic 874.1 7.9 882.0 864.8

Effect of dilutive securities:

Stock-based awards

Weighted-average shares — diluted 863.7 865.7 869.9 865.5

Net income (loss) per share

Basic $ 2.22 $ ( 0.78 ) $ 2.64 $ ( 1.25 )

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

Anti-dilutive potential shares 4.5 11.0 4.7 11.1

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

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

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

Stock-based awards and warrant shares 11.3 — 11.3 10.8

Conversion of preferred stock 7.9 — * —

Weighted-average shares outstanding — diluted 893.3 7.9 893.3 875.6

Net income per share — diluted $ 0.04 $ 0.14 $ 0.04 $ 0.20

Anti-dilutive potential common shares 3.0 3.4

* Not applicable, as the effects of the assumed preferred stock conversion is reflected in the numerator and denominator for Consolidated basic net income per share computation.

The Company’s Series A Preferred Stock represents a second class of common stock for purposes of computing net income per share under the two-class method.

This determination reflects that the Series A Preferred Stock does not have any material preferential rights relative to the Company’s common shares, and its rights and privileges are identical to common shares, except for certain voting rights.

See “Note 10 – Stockholders’ Equity” for additional information.

MARVELL TECHNOLOGY, INC.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS ‑ (Continued)

Basic net income per common share is calculated by dividing net income allocated to common stockholders including dividends declared, by the weighted-average number of common shares outstanding during the period.

Potentially dilutive securities are included in the weighted-average number of common shares outstanding for the computation of diluted net income per common share.

The Company applies the treasury stock method for potentially dilutive common shares from stock-based awards, including stock options, restricted stock units, employee stock purchase plan shares and warrant shares.

Convertible preferred stock is included in the calculation of diluted net income per common share using the if-converted method.

Under the if‑converted method, preferred stock dividends declared and the proportionate share of undistributed earnings (loss) previously attributable to preferred stock are added back to net income allocated to common stockholders, as such shares are assumed to have been converted to common stock at the beginning of the period or date of issuance on a weighted-average basis.

In periods of net loss, all potentially dilutive securities are anti-dilutive.

Basic and diluted net income per preferred share is calculated by dividing net income allocated to preferred stockholder divided by the assumed conversion of preferred stock using the if-converted method on a weighted-average basis.

Net income per preferred share was comparatively higher in the period of issuance based on the allocation of undistributed earnings (loss) using weighted-average shares outstanding, and in contrast, dividends were allocated based on shares outstanding as of the date of record.

Segment Information

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Accordingly, the Company operates under a single operating segment.

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

Three Months Ended Nine Months Ended

2025 November 2,

2024 November 1,

2025 November 2,

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

Three Months Ended

$ 2,417.8 $ 1,895.3

Product costs (a) 994.0 761.8

836.4 599.0 2,412.9 1,521.3

Employee compensation and related in operating expenses 416.1 347.9

324.2 333.1 1,010.7 984.9

Amortization of acquired intangible assets 225.2 245.7

229.0 264.9 718.4 805.5

Restructuring related charges, net

10.1 715.1 6.5 723.2

Restructuring related charges (gains), net 8.7 ( 12.3 )

Stock-based compensation 207.6 142.1

152.1 158.4 447.8 449.8

Engineering design related costs 72.6 50.7

71.6 52.4 188.3 153.7

Interest expense 52.8 48.7

51.2 47.2 151.8 144.4

Provision (benefit) for income taxes

314.1 ( 74.2 ) 391.0 ( 9.3 )

Change in fair value of contingent consideration liability, net of forward stock purchase contract 250.7 —

Provision for income taxes 48.8 38.0

Other segment items (b) 106.8 94.8

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

Net income (loss)

$ 1,901.3 $ ( 676.3 ) $ 2,274.0 $ ( 1,085.2 )

Net income $ 34.5 $ 177.9

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

(b) Includes depreciation and amortization expenses, facilities expenses, legal expenses, interest income and other income and expenses, 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 unaudited condensed consolidated financial statements and notes thereto.

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

MARVELL TECHNOLOGY, INC.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS ‑ (Continued)

Supplemental Financial Information (in millions)

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The Company sells certain of its trade accounts receivable on a non-recourse basis to a third-party financial institution pursuant to a factoring arrangement.

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

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

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

Total trade accounts receivable sold under the factoring arrangement were $ 248.8 million and $ 743.2 million for the three and nine months ended November 2, 2024, respectively, of which $ 284.3 million remained subject to servicing by the Company as of November 2, 2024.

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

2025 February 1,

Total trade accounts receivable sold under the factoring arrangement was $ 300.9 million and $ 289.6 million for the three months ended May 2, 2026 and May 3, 2025, respectively.

$ 295.8 million and $ 279.5 million remained subject to servicing by the Company as of May 2, 2026 and May 3, 2025, respectively.

Factoring fees for the sales of receivables were recorded in Other expense, net and were not material for three months ended May 2, 2026 and May 3, 2025.

2026 January 31,

Work-in-process $ 1,166.5 $ 1,105.6

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Inventories $ 1,400.9 $ 1,388.0

2025 February 1,

2026 January 31,

Property and equipment, net:

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Property and equipment, net $ 972.5 $ 935.0

2025 February 1,

2026 January 31,

Other non-current assets:

Prepaid ship and debits $ 572.4 $ 584.2

Operating right-of-use assets 283.7 284.1

Technology licenses 280.6 296.3

Prepayments on supply capacity reservation agreements 263.1 278.8

Operating right-of-use assets 272.4 246.0

Non-marketable equity investments 140.1 129.6

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NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS ‑ (Continued)

2025 February 1,

2026 January 31,

Accrued liabilities:

2 unchanged sentences

Technology license obligations 100.0 84.1

Deferred revenue 63.7 40.1

Accrued restructuring 57.2 55.1

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Accrued interest 39.9 45.7

Deferred revenue 32.2 22.1

Accrued royalties 28.7 25.1

Accrued legal reserve 15.7 11.7

Other 96.8 88.4

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(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.

2025 February 1,

2026 January 31,

Other non-current liabilities:

Contingent consideration liability $ 647.6 $ —

Lease liabilities - non-current 261.4 263.2

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

For the three months ended May 2, 2026, there were no reconciling differences between net income and comprehensive income.

Unrealized Gain (Loss) on Cash Flow Hedges

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Net current-period other comprehensive income (loss), net of tax ( 0.5 )

Balance at November 1, 2025 $ 0.4

Balance at May 3, 2025 $ ( 0.1 )

Consolidated Statements of Cash Flows

The noncash consideration paid for the acquisitions of Celestial and XConn was $ 2.3 billion and $ 196.9 million, respectively, for the three months ended May 2, 2026.

MARVELL TECHNOLOGY, INC.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS ‑ (Continued)

Unrealized Gain (Loss) on Cash Flow Hedges

Balance at February 3, 2024 $ 1.1

Other comprehensive income (loss) before reclassifications ( 0.8 )

Amounts reclassified from accumulated other comprehensive income (loss) ( 0.6 )

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

Balance at November 2, 2024 $ ( 0.3 )

Government Incentives

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

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

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 is recognizing incentive benefits in the unaudited condensed 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 unaudited condensed consolidated balance sheets.

Stock Repurchase Program

On November 17, 2016, the Company announced that its Board of Directors authorized a $ 1.0 billion stock repurchase plan with no fixed expiration.

The stock repurchase program replaced in its entirety the prior $ 3.3 billion stock repurchase program.

On October 16, 2018, the Company announced that its Board of Directors authorized a $ 700.0 million addition to the balance of its existing stock repurchase program.

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.

As of November 1, 2025, $ 5.7 billion remained available for future stock repurchases.

On September 24, 2025, the Company’s Board of Directors authorized a $ 5.0 billion addition to the balance of its existing stock repurchase program (collectively, the Stock Repurchase Program), increasing the total repurchase authority to $ 9.7 billion.

The Company's stock repurchase program commenced in fiscal 2017, and has no fixed expiration.

As of May 2, 2026, $ 5.3 billion remained available for future stock repurchases.

The Company intends to effect stock repurchases in accordance with the conditions of Rule 10b-18 under the Exchange Act, but may also make repurchases in the open market outside of Rule 10b-18 or in privately negotiated transactions.

The stock repurchase program is subject to market conditions and other factors, and does not obligate the Company to repurchase any dollar amount or number of shares of its common stock and the repurchase program may be extended, modified, suspended or discontinued at any time.

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

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

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

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

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

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

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

The 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.

During the three months ended May 2, 2026, the Company repurchased 1.4 million shares of its common stock for $ 200.0 million, including 0.8 million shares of its common stock repurchased for $ 120.0 million pursuant to a 10b5-1 trading plan.

During the three months ended May 3, 2025, the Company repurchased 5.6 million shares of its common stock for $ 340.0 million.

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

The repurchased shares are retired immediately after repurchases are completed.

MARVELL TECHNOLOGY, INC.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS ‑ (Continued)

Subsequent Events

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

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

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

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

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

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

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

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

Subsequent to quarter end through May 26, 2026, the Company repurchased 1.1 million shares of its common stock for $ 200.0 million pursuant to a 10b5-1 trading plan.

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

What changed 10-Q

Item 1. Financial Statements