What changed in this filing

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Item 1. Financial Statements

2026-08-28 compared with 2026-05-28 · 174 added, 128 removed, 656 unchanged (32% of the section changed)

30 unchanged sentences

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)

2.0 shares issued and outstanding as of August 1, 2026 of Series A Convertible Preferred Stock ( none issued and outstanding as of January 31, 2026)

Common stock, $ 0.002 par value

7 unchanged sentences

(In millions, except per share amounts)

Three Months Ended

Three Months Ended Six Months Ended

2026 August 2,

2025 August 1,

2026 August 2,

Net revenue $ 2,739.3 $ 2,006.1 $ 5,157.1 $ 3,901.4

4 unchanged sentences

Selling, general and administrative 257.6 192.8 516.0 379.2

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

Restructuring related charges (gains), net ( 2.8 ) 8.7 7.9 ( 3.6 )

Total operating expenses 995.9 720.5 1,917.3 1,402.3

15 unchanged sentences

(In millions)

Three Months Ended

Three Months Ended Six Months Ended

2026 August 2,

2025 August 1,

2026 August 2,

Net income $ 308.0 $ 194.8 $ 342.5 $ 372.7

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 )

Other comprehensive income, net of tax

Net change in unrealized gain cash flow hedges — 0.7 — 0.2

Other comprehensive income, net of tax — 0.7 — 0.2

Comprehensive income, net of tax $ 308.0 $ 195.5 $ 342.5 $ 372.9

15 unchanged sentences

Repurchases of common stock — — ( 1.4 ) — ( 200.0 ) — ( 200.0 )

— — ( 1.4 ) — ( 200.0 ) — ( 200.0 )

Cash dividends declared and paid ($ 0.06 per share)

1 unchanged sentence

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

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

Net income — — — — — 308.0 308.0

Issuance of common stock in connection with equity incentive plans — — 2.3 — 54.2 — 54.2

Tax withholdings related to net share settlement of restricted stock units — — — — ( 138.0 ) — ( 138.0 )

Vestings of common stock in connection with customer warrant — — — — 11.3 — 11.3

Stock-based compensation — — — — 334.2 — 334.2

Repurchases of common stock — — ( 1.1 ) — ( 200.0 ) — ( 200.0 )

Cash dividends declared and paid ($ 0.06 per share)

— — — — — ( 53.9 ) ( 53.9 )

Balance at August 1, 2026 2.0 $ — 876.8 $ 1.8 $ 16,939.2 $ 1,590.6 $ 18,531.6

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

7 unchanged sentences

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

( 5.6 ) — ( 340.0 ) — — ( 340.0 )

Cash dividends declared and paid ($ 0.06 per share)

1 unchanged sentence

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

Net income — — — — 194.8 194.8

Other comprehensive income — — — 0.7 — 0.7

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 )

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

Stock-based compensation — — 153.1 — — 153.1

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

Cash dividends declared and paid ($ 0.06 per share)

— — — — ( 51.7 ) ( 51.7 )

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

See accompanying notes to unaudited condensed consolidated financial statements

2 unchanged sentences

(In millions)

Three Months Ended

Six Months Ended

2026 August 2,

Cash flows from operating activities:

35 unchanged sentences

Net cash provided by (used in) financing activities 1,601.4 ( 347.1 )

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

Net increase in cash and cash equivalents 1,294.0 276.1

Cash and cash equivalents at beginning of period 2,638.8 948.3

5 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 months ended May 2, 2026, have been prepared as required by the U.S.

(“MTI”), a Delaware corporation, and its wholly owned subsidiaries (the “Company”), as of and for the three and six months ended August 1, 2026, have been prepared as required by the U.S.

Securities and Exchange Commission (the “SEC”).

18 unchanged sentences

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.

The unaudited condensed consolidated financial statements include the operating results of Celestial for the period from date of acquisition through the Company’s second quarter ended August 1, 2026.

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

1 unchanged sentence

(“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.

The unaudited condensed consolidated financial statements include the operating results of XConn for the period from date of acquisition through the Company’s second quarter ended August 1, 2026.

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

7 unchanged sentences

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.

There have been no material changes 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.

36 unchanged sentences

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

Three Months Ended

2026 % of Total May 3,

Three Months Ended Six Months Ended

2026 % of Total August 2,

2025 % of Total August 1,

2026 % of Total August 2,

2025 % of Total

4 unchanged sentences

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

Three Months Ended

2026 % of Total May 3,

Three Months Ended Six Months Ended

2026 % of Total August 2,

2025 % of Total August 1,

2026 % of Total August 2,

2025 % of Total

2 unchanged sentences

Taiwan 456.8 17 % 541.2 27 % 976.5 19 % 868.5 22 %

Singapore 337.3 12 % 141.5 7 % 497.3 10 % 304.6 8 %

United States 190.8 7 % 310.8 15 % 361.3 7 % 616.0 16 %

5 unchanged sentences

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

Three Months Ended

2026 % of Total May 3,

Three Months Ended Six Months Ended

2026 % of Total August 2,

2025 % of Total August 1,

2026 % of Total August 2,

2025 % of Total

6 unchanged sentences

Contract liability balances are comprised of deferred revenue.

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.

The amount of revenue recognized during the six months ended August 1, 2026 that was included in the deferred revenue balance at January 31, 2026 was not material.

MARVELL TECHNOLOGY, INC.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS ‑ (Continued)

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

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

Customer Warrant

3 unchanged sentences

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

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

A total of 1.2 million Fiscal 2025 Warrant Shares were vested as of August 1, 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.

2 unchanged sentences

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.

None of the Fiscal 2026 Warrant Shares have vested as of August 1, 2026.

Business Combinations

13 unchanged sentences

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.

See “Note 6 – Fair Value Measurements” 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.

10 unchanged sentences

Total purchase consideration, net of cash acquired $ 3,230.9

(1) During the second quarter of fiscal 2027, the Company recognized a measurement period adjustment of $ 3.7 million related to the final settlement of the revised holdback liability which reduced cash consideration.

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.

1 unchanged sentence

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

Previously Reported

(Preliminary)

Measurement Period Adjustment August 1, 2026

Cash and cash equivalents $ 302.8 $ — $ 302.8

4 unchanged sentences

Total purchase consideration $ 3,537.4 $ ( 3.7 ) $ 3,533.7

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.

The preliminary amounts presented in the table above pertained to the preliminary purchase price allocation reported in the Company’s Form 10-Q for the quarter ended May 2, 2026.

The measurement period adjustments were associated with a partial release of a holdback and adjustments for other prepayments and accruals, as well as the related impacts on the deferred tax liabilities.

The Company does not believe that the measurement period adjustments have a material impact on its consolidated statements of operations, balance sheets, or cash flows in any periods previously reported.

In connection with the Celestial acquisition, the Company recognized $ 1.0 million and $ 30.1 million of acquisition-related transaction costs, which primarily consisted of legal and professional fees, during the three and six months ended August 1, 2026, respectively.

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

2 unchanged sentences

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.

For the six months ended August 1, 2026 and August 2, 2025, pro forma net income was $ 402.7 million and $ 242.7 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.

MARVELL TECHNOLOGY, INC.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS ‑ (Continued)

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

4 unchanged sentences

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):

13 unchanged sentences

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.

Acquisition-related transaction costs in connection with the XConn acquisition were not material for the six months ended August 1, 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.

1 unchanged sentence

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 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.

The carrying value of goodwill as of August 1, 2026 and January 31, 2026 was $ 13.9 billion and $ 11.1 billion, respectively.

During the first quarter of fiscal 2027, the Company completed the acquisitions of Celestial and XConn, and an immaterial acquisition, which collectively increased goodwill by approximately $ 2.8 billion.

During the second quarter of fiscal 2027, goodwill decreased due to measurement period adjustments.

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

MARVELL TECHNOLOGY, INC.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS ‑ (Continued)

Acquired Intangible Assets, Net

5 unchanged sentences

$ 951.0 $ 81.0 $ 1,032.0

MARVELL TECHNOLOGY, INC.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS ‑ (Continued)

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)

As of August 1, 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):

August 1, 2026

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

Developed technologies $ 3,231.0 $ ( 2,414.6 ) $ 816.4 3.4

14 unchanged sentences

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.

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.

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

Useful lives for these IPR&D projects are expected to range between 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 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):

Amortization expense for acquired intangible assets for the three and six months ended August 1, 2026 was $ 214.9 million and $ 440.1 million, respectively.

Amortization expense for acquired intangible assets for the three and six months ended August 2, 2025 was $ 243.7 million and $ 489.4 million, respectively.

MARVELL TECHNOLOGY, INC.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS ‑ (Continued)

The following table presents the estimated future amortization expense of acquired amortizable intangible assets as of August 1, 2026 (in millions):

Fiscal Year Amount

1 unchanged sentence

Thereafter 54.0

MARVELL TECHNOLOGY, INC.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS ‑ (Continued)

Fair Value Measurements

8 unchanged sentences

The tables do not include assets that are measured at historical cost or any basis other than fair value (in millions):

Fair Value Measurements at May 2, 2026

Fair Value Measurements at August 1, 2026

Level 1 Level 2 Level 3 Total

13 unchanged sentences

Total liabilities $ — $ — $ 749.5 $ 749.5

MARVELL TECHNOLOGY, INC.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS ‑ (Continued)

Fair Value Measurements at January 31, 2026

8 unchanged sentences

Total assets $ 25.6 $ 73.4 $ — $ 99.0

MARVELL TECHNOLOGY, INC.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS ‑ (Continued)

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.

7 unchanged sentences

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

Balance at January 31, 2026 $ —

Three months ended August 1, 2026 Six months ended August 1, 2026

Balance at beginning of period $ 647.6 $ —

Initial measurement on acquisition date — 315.8

Change in fair value 101.9 433.7

Balance at May 2, 2026 $ 647.6

Balance at August 1, 2026 $ 749.5 $ 749.5

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.

2 unchanged sentences

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.

During the three and six months ended August 1, 2026, the Company recognized an unrealized gain of $ 49.9 million and $ 131.0 million, respectively, related to the forward stock purchase contract, which was recorded in Other expense, net in the Company’s unaudited condensed consolidated statements of operations.

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.

1 unchanged sentence

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 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.

As of August 1, 2026 and January 31, 2026, non-marketable equity investments had a carrying value of $ 156.2 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 and six months ended August 1, 2026 and August 2, 2025 w as not material.

Fair Value of Debt

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.

The estimated aggregate fair value of the unsecured senior notes was $ 4.9 billion at August 1, 2026 and $ 4.5 billion at January 31, 2026.

See “Note 7 – Debt” for additional information.

MARVELL TECHNOLOGY, INC.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS ‑ (Continued)

Summary of Borrowings and Outstanding Debt

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

Effective Interest Rate May 2,

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

Effective Interest Rate August 1,

2026 January 31,

31 unchanged sentences

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

The annual unused commitment fee rate was 0.125 % 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 annual unused commitment fee rate was 0.125 % at August 1, 2026.

As of August 1, 2026, the 2025 Revolving Credit Facility was undrawn and is available for draw down through June 30, 2030.

MARVELL TECHNOLOGY, INC.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS ‑ (Continued)

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.

As of August 1, 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.

The 2026 Senior Notes, due on April 15, 2026, which had a remaining principal of $ 500.0 million, were repaid in full during the first quarter of fiscal 2027.

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)

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

3 unchanged sentences

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.

As of August 1, 2026, the Company had $ 1.0 billion borrowings outstanding from the 2036 Senior Notes.

Interest Expense and Future Contractual Maturities

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):

During the three and six months ended August 1, 2026, the Company recognized $ 58.9 million and $ 108.9 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.

During the three and six months August 2, 2025, the Company recognized $ 46.8 million and $ 91.6 million, respectively, of interest expense in its unaudited condensed consolidated statements of operations related to interest, amortization of debt issuance costs and accretion of discount associated with the outstanding debt.

As of August 1, 2026, the aggregate future contractual maturities of the Company’s outstanding debt, at face value, are as follows (in millions):

Fiscal Year Amount

3 unchanged sentences

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.

MARVELL TECHNOLOGY, INC.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS ‑ (Continued)

Restructuring

3 unchanged sentences

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)

During the three months ended August 1, 2026 the Company recognized a net restructuring related gain of $ 3.0 million related to changes in accrual estimates.

During the six months ended August 1, 2026, the Company recognized a net restructuring expense of $ 5.7 million relating to contractual obligation offset by the changes in accrual estimates.

During the three months ended August 2, 2025, the Company recognized net restructuring related charges of $ 8.7 million, mainly comprised of employee severance and related costs, and recognition of contractual obligations.

During the six months ended August 2, 2025, the Company recognized a net restructuring gain of $ 3.6 million, mainly comprised of 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, and recognition of contractual obligations.

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):

4 unchanged sentences

Net cash payments ( 0.8 ) ( 24.0 ) ( 24.8 )

Balance at May 2, 2026 0.7 246.7 247.4

Balance at August 1, 2026 0.4 238.0 238.4

non-current portion — 175.7 175.7

5 unchanged sentences

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

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

Future unconditional purchase commitments as of May 2, 2026, are as follows (in millions):

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

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.

Such purchase commitments are summarized in the following table.

MARVELL TECHNOLOGY, INC.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS ‑ (Continued)

Future unconditional purchase commitments as of August 1, 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 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.

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.

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

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

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 $ 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.

The arrangement provided access to intellectual property over the term of the contract, including existing intellectual property, as well as intellectual property in development, and to be developed in the future.

The contract provided support and maintenance over the term of the contract as well.

In the third quarter of fiscal 2025, the Company ceased use of this arrangement due to restructuring actions taken during the quarter, resulting in recognition of asset impairment charges.

See “Note 8 – Restructuring” for further information.

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

In addition, as of August 1, 2026, the Company had approximately $ 351.6 million of commitments for capital expenditures, the majority of which are expected to be paid within the next twelve months.

Contingencies and Legal Proceedings

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Under the terms of the Company’s Certificate of Incorporation, the Board of Directors may determine the rights, preferences, and terms of the Company’s authorized 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.

As of August 1, 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.

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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.

As of August 1, 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 $ 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 recorded income tax expense of $ 70.3 million and $ 38.9 million for the three months ended August 1, 2026 and August 2, 2025, respectively.

The increase in the Company’s tax provision was primarily driven by an increase in its pre-tax earnings.

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

statutory rate of 21% primarily due to a substantial portion of its earnings, or in some cases, losses being taxed or benefited at rates lower than the U.S.

statutory rate of 21% primarily due to a substantial portion of its earnings taxed at rates lower than the U.S.

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

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 recorded income tax expense of $ 119.1 million and $ 76.9 million for the six months ended August 1, 2026 and August 2, 2025, respectively.

The increase in the Company’s tax provision was primarily driven by an increase in its pre-tax earnings.

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

statutory rate of 21% primarily due to a substantial portion of its earnings taxed at rates lower than the U.S.

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

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.

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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.

In certain jurisdictions, local legislative action is needed to effectuate the “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.

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International tax framework.

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.

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

The Company’s tax provision for the August 1, 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.

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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

Three Months Ended Six Months Ended

2026 August 2,

2025 August 1,

2026 August 2,

Common Stock Series A Preferred Stock Consolidated Common Stock Series A Preferred Stock Consolidated

Basic net income per share:

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

Allocation of undistributed earnings $ 247.9 $ 6.2 $ 254.1 $ 230.9 $ 3.9 $ 234.8

Dividends declared 52.6 1.3 53.9 105.1 2.6 107.7

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* 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.

MARVELL TECHNOLOGY, INC.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS ‑ (Continued)

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.

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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.

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Accordingly, the Company operates under a single operating segment.

MARVELL TECHNOLOGY, INC.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS ‑ (Continued)

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

Three Months Ended Six Months Ended

2026 August 2,

2025 August 1,

2026 August 2,

$ 2,739.3 $ 2,006.1 $ 5,157.1 $ 3,901.4

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(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)

This expense information is based on management’s internal view of expense classification when reviewing aspects of financial and operating performance of the business, and may not be representative of expense classification that is comparable to other peer companies’ internal management views.

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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.

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.

Total trade accounts receivable sold under the factoring arrangement was $ 111.1 million and $ 412.0 million for the three and six months ended August 1, 2026 , respectively, of which $ 111.1 million remained subject to servicing by the Company as of August 1, 2026 .

Total trade accounts receivable sold under the factoring arrangement was $ 237.2 million and $ 526.8 million for the three and six months ended August 2, 2025 , respectively, of which $ 142.0 million remained subject to servicing by the Company as of August 2, 2025.

Factoring fees for the sales of receivables were recorded in Other expense, net and were not material for three and six months ended August 1, 2026 and August 2, 2025.

2026 January 31,

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Inventories $ 1,360.6 $ 1,388.0

MARVELL TECHNOLOGY, INC.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS ‑ (Continued)

2026 January 31,

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Prepaid ship and debits $ 588.0 $ 584.2

Operating right-of-use assets 283.7 284.1

Technology licenses 280.6 296.3

Prepayments on supply capacity reservation agreements 487.0 278.8

Operating lease right-of-use assets 291.6 284.1

Technology licenses 256.9 296.3

Non-marketable equity investments 156.2 129.6

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Other non-current assets $ 2,021.5 $ 1,726.9

MARVELL TECHNOLOGY, INC.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS ‑ (Continued)

2026 January 31,

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Technology license obligations 96.2 84.1

Deferred revenue 63.7 40.1

Accrued restructuring 57.2 55.1

Lease liabilities - current portion 59.3 56.5

Accrued interest 39.9 45.7

Accrued royalties 28.7 25.1

Accrued restructuring 57.3 55.1

Other 271.6 199.3

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Non-current restructuring liabilities 175.7 193.9

Deferred tax liabilities 125.0 20.5

Technology license obligations 123.8 160.4

Non-current income tax payable 85.7 117.4

Deferred tax liabilities 95.7 20.5

Other 37.0 30.2

Other non-current liabilities $ 1,560.6 $ 785.6

MARVELL TECHNOLOGY, INC.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS ‑ (Continued)

Accumulated Other Comprehensive Income (Loss)

For the three and six months ended August 1, 2026, there were no reconciling differences between net income and comprehensive income.

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 0.2

Balance at May 3, 2025 $ ( 0.1 )

Balance at August 2, 2025 $ 0.6

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)

The noncash consideration paid for the acquisitions of Celestial and XConn was $ 2.5 billion for the six months ended August 1, 2026.

Stock Repurchase Program

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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.

As of August 1, 2026, $ 5.1 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, 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.

During the three and six months ended August 1, 2026, the Company repurchased 1.1 million and 2.5 million shares of its common stock for $ 200.0 million and $ 400.0 million, respectively, including 1.1 million and 1.9 million shares repurchased for $ 200.0 million and $ 320.0 million, respectively, pursuant to a 10b5-1 trading plan.

During the three and six months ended August 2, 2025, the Company repurchased 2.7 million and 8.3 million shares of its common stock for $ 200.0 million and $ 540.0 million, respectively.

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.

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.

Subsequent Event

Subsequent to quarter end, the Company issued a warrant to a customer to purchase an aggregate of up to 59.0 million of the Company’s common stock at an exercise price of $ 206.58 per share over a seven year term expiring in August 2033.

The warrant is eligible for vesting from the Company's third quarter of fiscal 2027 through the end of fiscal 2033, upon meeting certain revenue milestone conditions or time-based conditions.

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