10-K – 2026-03-11 – mrvl-20260131.htm

In November 2024, the FASB issued ASU 2024-03, Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses , requiring disaggregated disclosure of certain expense captions into specified categories in the notes to financial statements on an annual and interim basis. The ASU is effective for fiscal years beginning after December 15, 2026 with updates to be applied on a prospective basis with the option to apply the standard retrospectively. Early adoption is permitted. The Company is evaluating the impact that this new standard will have on the Company’s consolidated financial statements.

In May 2025, the FASB issued ASU 2025-04, Compensation—Stock Compensation (Topic 718) and Revenue from Contracts with Customers (Topic 606): Clarifications to Share-Based Consideration Payable to a Customer , to reduce diversity in practice and improve the decision usefulness and operability of the guidance for share-based consideration payable to a customer in conjunction with selling goods or services. The ASU is effective for fiscal years beginning after December 15, 2026 with updates to be applied on a retrospective or modified retrospective basis. Early adoption is permitted. The Company is evaluating the impact that this new standard will have on the Company’s consolidated financial statements.

In September 2025, the FASB issued ASU 2025-06, Intangibles—Goodwill and Other—Internal-Use Software (Subtopic 350-40) : Targeted Improvements to the Accounting for Internal-Use Software . This ASU makes targeted improvements that clarify and modernize the accounting for costs related to internal-use software. ASU 2025-06 is effective for fiscal years beginning after December 15, 2027, and interim periods within those annual periods, on either a prospective, retrospective, or modified basis. Early adoption is permitted. The Company is evaluating the impact that this new standard will have on the Company’s consolidated financial statements.

In December 2025, the FASB issued ASU 2025-10, Government Grants (Topic 832): Accounting for Government Grants Received by Business Entities. This ASU establishes the accounting and presentation for government grants received by a business entity. This ASU will be effective for fiscal years beginning after December 15, 2028, and interim periods within those fiscal years. Early adoption is permitted. This ASU provides for adoption either on a modified prospective, modified retrospective, or retrospective basis. The Company is evaluating the impact that this new standard will have on the Company’s consolidated financial statements.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

Note 3 — Revenue

Disaggregation of Revenue

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

Beginning in the fourth quarter of fiscal 2026, the Company consolidated revenue previously reported separately as enterprise networking, carrier infrastructure, consumer and automotive/industrial end markets into a new communications and other end market, as shown below. The composition of our data center end market remains unchanged.

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

Year Ended
January 31,
2026 % of Total Year Ended
February 1,
2025
% of Total Year Ended
February 3,
2024
% of Total
Net revenue by end market:
Data center $ 6,100.3   74   % $ 4,164.2   72   % $ 2,216.7   40   %
Communications and other 2,094.3   26   % 1,603.1   28   % 3,291.0   60   %

$ 8,194.6   $ 5,767.3   $ 5,507.7  

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

Year Ended
January 31,
2026 % of Total Year Ended
February 1,
2025 % of Total Year Ended
February 3,
2024
% of Total
Net revenue based on destination of shipment:
China $ 2,969.9   36   % $ 2,507.6   43   % $ 2,371.0   43   %
Taiwan 1,657.3   20   % 560.7   10   % 161.9   3   %
United States 1,174.1   14   % 956.9   17   % 795.6   14   %

Other 2,393.3   30   % 1,742.1   30   % 2,179.2   40   %
$ 8,194.6   $ 5,767.3   $ 5,507.7  

These destinations of shipment are not necessarily indicative of the geographic location of the Company’s end customers or the country in which the Company’s end customers sell devices containing the Company’s products. For example, a substantial majority of the product shipments the Company makes to China are for non-China based customers that have factories or contract manufacturing operations located within China and whose products are subsequently shipped out of China. Net revenue for individual countries included in Other did not exceed 10% of the Company’s net revenue for any of the fiscal periods presented.

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

Year Ended
January 31,
2026 % of Total Year Ended
February 1,
2025 % of Total Year Ended
February 3,
2024
% of Total
Net revenue by customer type:
Direct customers $ 4,630.4   57   % $ 3,309.9   57   % $ 3,469.5   63   %
Distributors 3,564.2   43   % 2,457.4   43   % 2,038.2   37   %
$ 8,194.6   $ 5,767.3   $ 5,507.7  

Contract Liabilities

Contract liabilities consist of the Company’s obligation to transfer goods or services to a customer for which the Company has received consideration or the amount is due from the customer. Contract liability balances are comprised of deferred revenue. The amount of revenue recognized during the year ended January 31, 2026, that was included in the deferred revenue balance at February 1, 2025 was not material.
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

As of the end of a reporting period, some of the performance obligations associated with contracts will have been unsatisfied or only partially satisfied. The Company has elected the practical expedient and does not disclose the value of unsatisfied performance obligations for contracts with an original expected duration of one year or less.

Customer Warrants

During fiscal 2025, the Company issued a warrant to a customer for the purchase of up to 4.2 million shares (“Fiscal 2025 Warrant Shares”) of the Company’s common stock at an exercise price of $ 87.77 per share. The warrant has an exercise term of seven years and a vesting term of five years . The 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  0.7  million Fiscal 2025 Warrant Shares were vested as of January 31, 2026.

During fiscal 2026, the Company issued a warrant to a customer for the purchase of up to 1.0 million shares (“Fiscal 2026 Warrant Shares”) of the Company’s common stock at an exercise price of $ 87.00 per share. The warrant has an exercise term of six years and a vesting term of five years . The Fiscal 2026 Warrant Shares vest based on the customer’s achievement of qualifying product revenues are recognized during the vesting term. The grant date fair value of the warrant was determined to be $ 53.02 per share and a total fair value of $ 55.4 million using the Black-Scholes option pricing model. None of the Fiscal 2026 Warrant Shares have vested as of January 31, 2026.

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

Sales Commissions

The Company has elected to apply the practical expedient to expense commissions when incurred as the amortization period is typically one year or less. These costs are recorded in selling, general and administrative expenses in the consolidated statements of operations.

Note 4 —  Restructuring

The Company continuously evaluates its existing operations to increase operational efficiency, decrease costs and increase profitability.

The following table provides a summary of restructuring related charges as presented in the consolidated statements of operations (in millions):
Year Ended
January 31,
2026 February 1,
2025 February 3,
2024
Restructuring related charges in cost of goods sold $ 0.5   $ 357.9   $ —  
Restructuring related charges, net in operating expenses 15.5   353.9   131.1  
Restructuring related charges included in net income (loss) $ 16.0   $ 711.8   $ 131.1  

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

The following table presents details related to the restructuring related charges as presented in the consolidated statements of operations (in millions):
Year Ended
January 31,
2026 February 1,
2025 February 3,
2024
Employee severance and related costs
$ 7.0   $ 26.3   $ 93.9  
Impairment and write-off of assets
Acquired intangible assets —   240.1   —  
Purchased technology licenses
—   159.0   28.6  
Inventories
—   63.1   —  
Property and equipment
—   36.0   —  
Other non-current assets
—   25.2   —  
Recognition of contractual obligations 23.5   114.0   —  

Other, net
( 14.5 ) 48.1   8.6  
$ 16.0   $ 711.8   $ 131.1  

Fiscal 2025 Plan. A restructuring plan was initiated during the third quarter of fiscal 2025 (the “Fiscal 2025 Plan”) to increase research and development investment in the data center end market and reduce investment in new product development in other end markets including the cancellation of certain future product releases. As a result, the Company was required to assess the recoverability of related long-lived assets. On completion of the assessment, the Company determined the carrying values of certain long-lived assets were not recoverable. The Company utilized a discounted cash flow method of valuation to determine the fair value of the associated assets and liabilities and compared to their carrying values, which resulted in recognition of asset impairment charges for acquired intangible assets, purchased technology licenses, and property and equipment. The Company’s assumptions included future expected revenues, expenses, capital expenditures and other costs, discount rate, and whether or not alternative uses were available for affected assets.

The Company recorded restructuring and other related charges of $ 30.0  million for the year ended January 31, 2026 and $ 702.7 million for the year ended February 1, 2025 related to the Fiscal 2025 Plan. Restructuring charges are mainly comprised of impairment and write-off of acquired intangible assets, purchase technology licenses, inventories, property and equipment and other non-current assets, as well as recognition of contractual obligations, severance, other one-time termination benefits, and other costs. The restructuring charges include $ 159.0 million impairment of capitalized purchased technology licenses that the Company had ceased use of in the third quarter of fiscal 2025. In addition, during fiscal 2025, the Company recognized $ 97.8 million of restructuring charges related to payment obligations associated with impaired technology license agreements. See “Note 8 – Commitments and Contingencies” for additional information. The Company expects these restructuring actions to be substantially completed by the end of fiscal 2027.

Fiscal 2024 Plan. A restructuring plan was initiated during the first quarter of fiscal 2024 (the “Fiscal 2024 Plan”) to streamline the organization and optimize resources. Restructuring charges were mainly comprised of severance, other one-time termination benefits, impairment and write-off of purchased technology licenses and equipment, and other costs. The Company recorded restructuring and other related charges of $ 9.1 million for the year ended February 1, 2025 and $ 130.8 million for the year ended February 3, 2024 related to the Fiscal 2024 Plan. As of the end of fiscal 2026, substantially all actions relating to the Fiscal 2024 Plan have been completed.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

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

Prior Restructuring Plans Fiscal 2024 Plan Fiscal 2025 Plan
Other Exit Related Costs
Employee Severance and Related Costs
Other Exit Related Costs
Employee Severance and Related Costs
Other Exit Related Costs
Total

Balance at February 3, 2024 $ 0.8   $ 15.5   $ 0.7   $ —   $ —   $ 17.0  
Charges (1) —   6.9   2.2   19.4   156.8   185.3  
Net cash payments ( 0.8 ) ( 22.4 ) ( 0.7 ) ( 6.5 ) ( 11.4 ) ( 41.8 )
Non-cash items (2) —   —   ( 2.2 ) —   170.8   168.6  
Balance at February 1, 2025 —   —   —   12.9   316.2   329.1  
Charges (3) —   —   —   7.0   23.0   30.0  
Net cash payments —   —   —   ( 19.5 ) ( 82.1 ) ( 101.6 )
Balance at January 31, 2026 —   —   —   0.4   257.1   257.5  
Less: non-current portion —   —   —   —   193.9   193.9  
Current portion $ —   $ —   $ —   $ 0.4   $ 63.2   $ 63.6  

(1) Impairment and other non-cash charges of $ 526.5 million recognized in fiscal 2025 were recorded directly to the consolidated statements of operations and were not included in the restructuring liability balances above.
(2) Includes recognition of restructuring liabilities for contractual obligations as a result of the cease use of related assets.
(3) Restructuring gain related to sale of property of $ 14.0 million recognized in fiscal 2026 was recorded directly to the consolidated statements of operations and was not included in the restructuring liability balances above. The sale of property was affected by a prior restructuring plan associated with project and facility reductions to optimize resources.

The current portion of the restructuring liability at January 31, 2026 is comprised of $ 55.1 million and $ 8.5 million included as components of accrued liabilities and accounts payable, respectively, and the non-current portion of the restructuring liability is included as a component of other non-current liabilities in the accompanying consolidated balance sheets.

Note 5 — Goodwill and Acquired Intangible Assets, Net

Goodwill

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 January 31, 2026 and February 1, 2025 was $ 11.1  billion and $ 11.6 billion, respectively.

On August 14, 2025, the Company completed the sale of its automotive ethernet business to Infineon Technologies AG. In connection with the transaction, during fiscal 2026, the Company derecognized $ 524.7  million of goodwill, which was previously classified as assets held for sale based on the relative fair value of the automotive ethernet business. See “Note 1 – Basis of Presentation” for discussion of the automotive ethernet business divestiture.

The Company has identified that its business operates as a single operating segment and as a single reporting unit for the purpose of goodwill impairment testing. The Company’s annual test for goodwill impairment as of the last day of the fourth quarter of fiscal 2026 did no t result in any impairment charge.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

Acquired Intangible Assets, Net

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

January 31, 2026
Gross Carrying
Amounts Accumulated
Amortization and Impairment
Net Carrying
Amounts Weighted-Average Remaining Amortization Period (Years)
Developed technologies $ 4,625.0   $ ( 3,546.0 ) $ 1,079.0   3.3
Customer contracts and related relationships 2,001.0   ( 1,627.5 ) 373.5   1.4
Trade names 50.0   ( 47.8 ) 2.2   0.2
Total acquired amortizable intangible assets 6,676.0   ( 5,221.3 ) 1,454.7   2.8
In-process research and development 300.0   —  300.0   n/a
Total acquired intangible assets $ 6,976.0   $ ( 5,221.3 ) $ 1,754.7  

February 1, 2025
Gross Carrying
Amounts Accumulated
Amortization and Impairment
Net Carrying
Amounts Weighted-Average Remaining Amortization Period (Years)
Developed technologies $ 5,162.0   $ ( 3,466.1 ) $ 1,695.9   3.6
Customer contracts and related relationships 2,039.0   ( 1,372.5 ) 666.5   2.4
Trade names 50.0   ( 37.8 ) 12.2   1.2
Total acquired amortizable intangible assets 7,251.0   ( 4,876.4 ) 2,374.6   3.3
In-process research and development 336.0   —  336.0   n/a
Total acquired intangible assets $ 7,587.0   $ ( 4,876.4 ) $ 2,710.6  

The Company regularly assesses the results of its business to determine whether events or circumstances exist that indicate whether the carrying amount of the acquired intangible assets may not be recoverable. During fiscal 2025, impairment charges of $ 240.1  million related to certain acquired developed technologies intangible assets were recognized as part of restructuring actions. The gross carrying amounts and accumulated amortization of fully impaired intangible assets were excluded from the table above. See “Note 4 – Restructuring” for further information.

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. The useful life for the IPR&D project is expected to be 9 years. In the event the IPR&D is abandoned, the related assets will be written off.

Amortization for acquired intangible assets was $ 942.0 million during the year ended January 31, 2026. Amortization for acquired intangible assets was $ 1.1 billion during the years ended February 1, 2025 and February 3, 2024.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

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

Fiscal Year Amount
2027 $ 814.0  
2028 284.8  
2029 131.8  
2030 109.5  
2031 50.4  
Thereafter 64.2  
$ 1,454.7  

Note 6 — Fair Value Measurements

Fair value is an exit price representing the amount that would be received in the sale of an asset or paid to transfer a liability in an orderly transaction between market participants. As such, fair value is a market-based measurement that should be determined based on assumptions that market participants would use in pricing an asset or a liability. As a basis for considering such assumptions, the accounting guidance establishes a three-tier value hierarchy, which prioritizes the inputs used in the valuation methodologies in measuring fair value:

Level 1 — Observable inputs that reflect quoted prices for identical assets or liabilities in active markets.
Level 2 — Other inputs that are directly or indirectly observable in the marketplace.
Level 3 — Unobservable inputs that are supported by little or no market activity.

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 January 31, 2026
Level 1 Level 2 Level 3 Total
Items measured at fair value on a recurring basis:
Assets
Cash equivalents:

Time deposits $ —   $ 72.7   $ —   $ 72.7  

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  

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NOTES TO 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 January 31, 2026 and February 1, 2025, non-marketable equity investments had a carrying value of $ 129.6  million and $ 48.2  million, respectively, and are included in other non-current assets in the Company’s consolidated balance sheets. Unrealized net gain including observable price changes for the year ended January 31, 2026 was $ 38.6  million. Unrealized net gains for the years ended February 1, 2025 and February 3, 2024 were not material.

Fair Value Measurements at February 1, 2025
Level 1 Level 2 Level 3 Total
Items measured at fair value on a recurring basis:
Assets
Cash equivalents:

Time deposits $ —   $ 57.2   $ —   $ 57.2  

Prepaid expenses and other current assets:
Foreign currency forward contracts —   0.5   —   0.5  

Other non-current assets:
Marketable equity investments 15.6   —   —   15.6  
Severance pay fund —   0.6   —   0.6  
Total assets $ 15.6   $ 58.3   $ —   $ 73.9  

There were no transfers of assets between levels in either fiscal 2026 or 2025.

Fair Value of Debt

The Company classified the 2026 Senior Notes, MTG/MTI 2028 Senior Notes, 2028 Senior Notes, 2029 Senior Notes, 2030 Senior Notes, 2031 Senior Notes, 2033 Senior Notes, and 2035 Senior Notes as Level 2 in the fair value measurement hierarchy. The estimated aggregate fair value of the unsecured senior notes was $ 4.5  billion at January 31, 2026 and $ 3.4  billion at February 1, 2025, and were classified as Level 2 as there are quoted prices from less active markets for the notes. See “Note 7 – Debt” for additional information.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

Note 7 — Debt

Summary of Borrowings and Outstanding Debt

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

Effective Interest Rate January 31,
2026 February 1,
2025
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
1.839 % 500.0   500.0  
2.450 % 2028 Senior Notes
2.554 % 750.0   750.0  
5.750 % 2029 Senior Notes
5.891 % 500.0   500.0  
4.750 % 2030 Senior Notes
4.880 % 500.0   —  
2.950 % 2031 Senior Notes
3.043 % 750.0   750.0  
5.950 % 2033 Senior Notes
6.082 % 500.0   500.0  
5.450 % 2035 Senior Notes
5.531 % 500.0   —  
Senior Notes Total 4,499.9   3,499.9  
Total borrowings $ 4,499.9   $ 4,090.5  
Less: Unamortized debt discount and issuance cost ( 29.3 ) ( 26.7 )
Net carrying amount of debt $ 4,470.6   $ 4,063.8  
Less: Current portion (1) 499.8   129.5  
Non-current portion $ 3,970.8   $ 3,934.3  

(1) As of January 31, 2026, the current portion of outstanding debt that is due within twelve months includes the 2026 Senior Notes. The Company intends to repay the current balance with operating cash flows. The weighted-average interest rate on short-term debt outstanding at January 31, 2026 and February 1, 2025 was 1.650 % and 5.785 %, respectively.

2024 and 2026 Term Loans

On December 7, 2020, the Company entered into a term loan credit agreement with a lending syndicate led by JP Morgan Chase Bank, N.A (the “2024 and 2026 Term Loan Agreement”) in order to finance the acquisition of Inphi Corporation (“Inphi”). The 2024 and 2026 Term Loan Agreement provides for borrowings of $ 1.8  billion consisting of: (i) $ 875.0  million loan with a 3-year term from the funding date (the “ 3-Year Tranche Loan”) and (ii) $ 875.0  million loan with a 5-year term from the funding date (the “ 5-Year Tranche Loan” and, together with the 3-Year Tranche Loan, the “2024 and 2026 Term Loans”).

On April 14, 2023, the Company entered into an amendment to the 2024 and 2026 Term Loan Agreement. The amendment modifies the existing agreement to, among other things, adopt Secured Overnight Financing Rate (“SOFR”) interest rates and conform the maximum leverage ratio financial covenant with the amended and restated revolving credit agreement.

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

Pursuant to the amended 2024 and 2026 Term Loan Agreement, 5-Year Tranche Loan had a stated floating interest rate which equated to an adjusted term Secured Overnight Financing Rate (“SOFR”) + 137.5 bps. During the first quarter of fiscal 2026, the Company repaid $ 32.8  million of the principal outstanding of the 5-Year Tranche Loan. During the second quarter of fiscal 2026, the 5-Year Tranche Loan, due on April 20, 2026, which had a remaining principal of $ 557.8  million, was repaid in full.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

2025 Revolving Credit Facility

On June 30, 2025, the Company entered into an agreement to amend and restate the credit facility to increase the borrowing capacity to $ 1.5  billion (as so amended and restated, the “2025 Revolving Credit Facility”). The 2025 Revolving Credit Facility has a 5 -year term and a stated floating interest rate which equates to an adjusted term SOFR plus an applicable margin. The borrowings from the 2025 Revolving Credit Facility will be used for general corporate purposes of the Company. The Company may prepay any borrowings at any time without premium or penalty. An unused commitment fee is payable quarterly based on unused balances at a rate that is based on the ratings of the Company’s senior unsecured long-term indebtedness. The annual unused commitment fee rate was 0.125 % at January 31, 2026.

During the second quarter of fiscal 2026, the Company repaid $ 200.0  million on the 2025 Revolving Credit Facility that was outstanding from the first quarter of fiscal 2026. As of January 31, 2026, the 2025 Revolving Credit Facility was undrawn and is available for draw down through June 30, 2030.

The 2025 Revolving Credit Facility requires that the Company and its subsidiaries comply with covenants relating to customary matters. As of January 31, 2026, the Company was in compliance with its debt covenants for the revolving line of credit agreement.

2029 and 2033 Senior Unsecured Notes

On September 18, 2023, the Company completed an offering of (i) $ 500.0  million aggregate principal amount of the Company’s 5.750 % Senior Notes due 2029 (the “2029 Senior Notes”) and (ii) $ 500.0  million aggregate principal amount of the Company’s 5.950 % Senior Notes due 2033 (the “2033 Senior Notes”, and, together with the 2029 Senior Notes, the “2029 and 2033 Senior Notes”).

The 2029 Senior Notes have a 5.5-year term and mature on February 15, 2029, and the 2033 Senior Notes have a 10-year term and mature on September 15, 2033. The Company may redeem the 2029 and 2033 Senior Notes, in whole or in part, at any time prior to their maturity at the redemption prices set forth in 2029 and 2033 Senior Notes. 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 2029 and 2033 Senior Notes being rated below investment grade), the Company will be required to make an offer to repurchase the 2029 and 2033 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 2029 and 2033 Senior Notes also contains certain limited covenants restricting the Company’s ability to incur certain liens, enter into certain sale and leaseback transactions and merge or consolidate with any other entity or convey, transfer or lease all or substantially all of the Company’s properties or assets to another person, which, in each case, are subject to certain qualifications and exceptions. As of January 31, 2026, the Company had $ 1.0  billion borrowings outstanding from 2029 and 2033 Senior Notes.

2026, 2028 and 2031 Senior Unsecured Notes

On April 12, 2021, the Company completed an offering of (i) $ 500.0  million aggregate principal amount of the Company’s 1.650 % Senior Notes due 2026 (the “2026 Senior Notes”), (ii) $ 750.0  million aggregate principal amount of the Company’s 2.450 % Senior Notes due 2028 (the “2028 Senior Notes”) and (iii) $ 750.0  million aggregate principal amount of the Company’s 2.950 % Senior Notes due 2031 (the “2031 Senior Notes”, and, together with the 2026 Senior Notes and the 2028 Senior Notes, the “2026, 2028 and 2031 Senior Notes”). On October 8, 2021, the 2026, 2028 and 2031 Senior Notes issued on April 12, 2021 were exchanged for new notes. The terms of the new notes issued in the exchange are substantially identical to the notes issued in April 2021, except that the new notes are registered under the Securities Act of 1933, as amended (the “Securities Act”) and the transfer restrictions and registration rights applicable to the 2026, 2028 and 2031 Senior Notes issued in April 2021 do not apply to the new notes.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

The 2026 Senior Notes have a 5-year term and mature on April 15, 2026, the 2028 Senior Notes have a 7-year term and mature on April 15, 2028, and the 2031 Senior Notes have a 10-year term and mature on April 15, 2031. The Company may redeem the 2026, 2028 and 2031 Senior Notes, in whole or in part, at any time prior to their respective maturity at the redemption prices set forth in the indenture governing the 2026, 2028 and 2031 Senior Notes. 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 2026, 2028 and 2031 Senior Notes being rated below investment grade), the Company will be required to make an offer to repurchase the 2026, 2028 and 2031 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 2026, 2028 and 2031 Senior Notes also contains certain limited covenants restricting the Company’s ability to incur certain liens, enter into certain sale and leaseback transactions and merge or consolidate with any other entity or convey, transfer or lease all or substantially all of the Company’s properties or assets to another person, which, in each case, are subject to certain qualifications and exceptions. As of January 31, 2026, the Company had $ 2.0  billion borrowings outstanding from 2026, 2028 and 2031 Senior Notes.

MTG / MTI 2028 Senior Unsecured Notes

On June 22, 2018, the Company’s Bermuda-based parent company Marvell Technology Group, Ltd. (“MTG”) completed a public offering of (i) $ 500.0  million aggregate principal amount of 4.200 % Senior Notes due 2023 (the “MTG 2023 Notes”) and (ii) $ 500.0  million aggregate principal amount of 4.875 % Senior Notes due 2028 (the “MTG 2028 Notes” and, together with the MTG 2023 Notes, the “MTG Senior Notes”).

In April 2021, in conjunction with the Company’s U.S. domiciliation, the Company commenced Exchange Offers on April 19, 2021 for the outstanding $ 1.0  billion in aggregate principal amount of the MTG Senior Notes outstanding in exchange for corresponding senior notes to be issued by the Company’s U.S. domiciled parent MTI. MTI made an offer to (i) exchange any and all of the outstanding MTG 2023 Notes for up to an aggregate principal amount of $ 500.0  million of new 4.200 % Senior Notes due 2023 issued by MTI (the “MTI 2023 Notes”) and to (ii) exchange any and all of the outstanding MTG 2028 Notes for up to an aggregate principal amount of $ 500.0  million of new 4.875 % Senior Notes due 2028 issued by MTI (the “MTI 2028 Notes” and, together with the MTI 2023 Notes, the “MTI Senior Notes”). Each new series of MTI Senior Notes have the same interest rate, maturity date, redemption terms and interest payment dates and are subject to substantially similar covenants as the corresponding series of the MTG Senior Notes for which they were offered in exchange.

The settlement of the Exchange Offers occurred on May 4, 2021 with $ 433.9  million aggregate principal amount of the MTG 2023 Notes and $ 479.5  million aggregate principal amount of the MTG 2028 Notes. The exchange was accounted for as a debt modification in accordance with applicable accounting guidance. On December 16, 2021, the MTI Senior Notes issued on May 4, 2021 were exchanged for new notes. The terms of the new notes issued in the exchange are substantially identical to the notes issued in May 2021, except that the new notes are registered under the Securities Act and the transfer restrictions and registration rights applicable to the MTI Senior Notes issued in May 2021 do not apply to the new notes.

The MTI 2023 Notes and MTG 2023 Notes with aggregate principal of $ 500.0  million matured on June 22, 2023 and was repaid.

The MTI 2028 Notes mature on June 22, 2028. The Company may redeem the MTI Senior Notes, in whole or in part, at any time prior to their maturity at the redemption prices set forth in MTI Senior Notes. 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 MTI Senior Notes being rated below investment grade), the Company will be required to make an offer to repurchase the MTI 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 MTI 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.

The MTG 2028 Notes mature on June 22, 2028. The Company may redeem the MTG Senior Notes, in whole or in part, at any time prior to their maturity at the redemption prices set forth in MTG Senior Notes.

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

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

2030 and 2035 Senior Unsecured Notes

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

The 2030 Senior Notes have a 5-year term and mature on July 15, 2030, and the 2035 Senior Notes have a 10-year term and mature on July 15, 2035. The Company may redeem the 2030 and 2035 Senior Notes, in whole or in part, at any time prior to their maturity at the redemption prices set forth in the 2030 and 2035 Senior Notes. In addition, upon the occurrence of a change of control repurchase event (which involves the occurrence of both a change of control and a ratings event involving the 2030 and 2035 Senior Notes being rated below investment grade), the Company will be required to make an offer to repurchase the 2030 and 2035 Senior Notes at a price equal to 101 % of the principal amount of the notes, plus accrued and unpaid interest to, but excluding, the repurchase date. The indenture governing the 2030 and 2035 Senior Notes also contains certain limited covenants restricting the Company’s ability to incur certain liens, enter into certain sale and leaseback transactions and merge or consolidate with any other entity or convey, transfer or lease all or substantially all of the Company’s properties or assets to another person, which, in each case, are subject to certain qualifications and exceptions. As of January 31, 2026, the Company had $ 1.0  billion borrowings outstanding from the 2030 and 2035 Senior Notes.

Interest Expense and Future Contractual Maturities

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

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

Fiscal Year Amount
2027 $ 500.0  
2028 —  
2029 1,249.9  
2030 500.0  
2031 500.0  
Thereafter 1,750.0  
Total $ 4,499.9  

Note 8 — Commitments and Contingencies

Warranty Obligations

The Company generally warrants that its products sold to its customers will conform to its approved specifications and be free from defects in material and workmanship under normal use and conditions for one year . The Company may offer a longer warranty period in limited situations based on product type and negotiated warranty terms with certain customers.

Commitments

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.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

Future unconditional purchase commitments as of January 31, 2026, are as follows (in millions):
Fiscal Year Purchase Commitments to Foundries and Test and Assembly Partners
Technology Services and License Fees

2027 $ 1,871.8   $ 154.6  
2028 476.6   169.4  
2029 68.6   122.3  
2030 66.3   111.7  
2031 64.4   43.4  
Thereafter 118.1   33.9  
Total unconditional purchase commitments $ 2,665.8   $ 635.3  

Technology license fees include the liabilities under agreements for technology licenses between the Company and various vendors.

In addition, as of January 31, 2026, the Company had approximately $ 152.0 million of commitments for capital expenditures, the majority of which are expected to be paid within the next twelve months.

Under the Company’s manufacturing relationships with its foundry partners, cancellation of outstanding purchase orders is allowed but requires payment of all costs and expenses incurred through the date of cancellation, and in some cases, may result in incremental fees, loss of amounts paid in advance, or loss of priority to reserved capacity for a period of time.

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 $ 458.2  million of wafers, substrates, and other manufacturing products for fiscal 2027 through fiscal 2033 under the capacity reservation agreements. In addition, t otal fees and refundable deposits payable under these arrangements ar e $ 23.1  million in fiscal 2027 through fiscal 2028 . Such purchase commitments are summarized in the preceding table.

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 4 – Restructuring” for further information. Aggregate remaining fees of $ 268.5  million as of the cease use date are payable quarterly over the contract term.

Contingencies and Legal Proceedings

The Company currently is, and may from time to time become, subject to claims, lawsuits, governmental inquiries, inspections or investigations and other legal proceedings (collectively, “Legal Matters”) arising in the course of its business. Such Legal Matters, even if not meritorious, could result in the expenditure of significant financial and managerial resources.

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

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 4 – 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.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

The Company is currently unable to predict the final outcome of its pending Legal Matters and therefore cannot determine the likelihood of loss or estimate a range of possible loss, except with respect to amounts where it has determined a loss is both probable and estimable and has made an accrual. The Company evaluates, at least on a quarterly basis, developments in its Legal Matters that could affect the amount of any accrual, as well as any developments that would result in a loss contingency to become both probable and reasonably estimable. The ultimate outcome of its pending Legal Matters involves judgments, estimates and inherent uncertainties. An unfavorable outcome in a Legal Matter could require the Company to pay damages or could prevent the Company from selling some of its products in certain jurisdictions. 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.

Indemnities, Commitments and Guarantees

During its normal course of business, the Company has made certain indemnities, commitments and guarantees under which it may be required to make payments in relation to certain transactions. These indemnities may include indemnities for general commercial obligations, indemnities to various lessors in connection with facility leases for certain claims arising from such facility or lease, and indemnities to directors and officers of the Company to the maximum extent permitted under the laws of Delaware. In addition, the Company has contractual commitments to various customers, which could require the Company to incur costs to repair an epidemic defect with respect to its products outside of the normal warranty period if such defect were to occur. The duration of these indemnities, commitments and guarantees varies, and in certain cases, is indefinite. Some of these indemnities, commitments and guarantees do not provide for any limitation of the maximum potential future payments that the Company could be obligated to make. In general, the Company does not record any liability for these indemnities, commitments and guarantees in the accompanying consolidated balance sheets as the amounts cannot be reasonably estimated and are not considered probable. 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.

Intellectual Property Indemnification

In addition to the above indemnities, the Company has agreed to indemnify certain customers for claims made against the Company’s products where such claims allege infringement of third-party intellectual property rights, including, but not limited to, patents, registered trademarks, and/or copyrights. Under the aforementioned indemnification clauses, the Company may be obligated to defend the customer and pay for the damages awarded against the customer as well as the attorneys’ fees and costs under an infringement claim. The Company’s indemnification obligations generally do not expire after termination or expiration of the agreement containing the indemnification obligation. Generally, but not always, there are limits on and exceptions to the Company’s potential liability for indemnification. Historically the Company has not made significant payments under these indemnification obligations and the Company cannot estimate the amount of potential future payments, if any, that it might be required to make as a result of these agreements. The maximum potential amount of any future payments that the Company could be required to make under these indemnification obligations could be significant.

Note 9 — Leases

The Company’s leases primarily include facility leases and hosting/data center leases, which are all classified as operating leases. For hosting/data center leases, the Company elected the practical expedient to account for the lease and non-lease component as a single lease component.

Lease expense and supplemental cash flow information are as follows (in millions):

Year Ended
January 31,
2026 February 1,
2025 February 3,
2024
Operating lease expense $ 72.2   $ 58.2   $ 62.0  
Cash paid for amounts included in the measurement of operating lease liabilities $ 58.8   $ 49.7   $ 53.5  
Right-of-use assets obtained in exchange for lease obligations
$ 83.8   $ 80.9   $ 34.1  

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

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

Fiscal Year Operating Leases Sublease Income
2027 69.5   5.9  
2028 57.3   4.1  
2029 48.3   2.2  
2030 48.4   2.3  
2031 42.1   1.8  
Thereafter 114.8   —  
Total lease payments 380.4   16.3  
Less: imputed interest 60.7  
Present value of lease liabilities $ 319.7  

Average lease terms and discount rates were as follows:

January 31,
2026 February 1,
2025
Weighted-average remaining lease term (years) 7.0 7.0
Weighted-average discount rate 4.6   % 4.6   %

Note 10 — Stockholders’ Equity

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 but unissued shares of preferred stock.

As of January 31, 2026, the Company is authorized to issue 8.0 million shares of $ 0.002 par value preferred stock and 1.3  billion shares of $ 0.002 par value common stock. As of January 31, 2026 and February 1, 2025, no shares of preferred stock were outstanding.

Restricted Stock Unit Withholdings

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

Cash Dividends on Shares of Common Stock

During fiscal 2026, the Company declared and paid cash dividends of $ 0.24 per share of common stock, or $ 205.1  million, on the Company’s outstanding common stock. During fiscal 2025, the Company declared and paid cash dividends of $ 0.24 per share of common stock, or $ 207.5  million, on the Company’s outstanding common stock. During fiscal 2024, the Company declared and paid cash dividends of $ 0.24 per share of common stock, or $ 206.8  million, on the Company’s outstanding common stock.

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

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

Stock Repurchase Program

On November 17, 2016, the Company announced that its Board of Directors authorized a $ 1.0 billion stock repurchase program 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. 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.

On September 24, 2025, the Company executed an accelerated share repurchase agreement (“ASR Agreement”) with a counterparty financial institution. Pursuant to the terms of the ASR Agreement, the Company made an upfront payment of $ 1.0  billion and received an initial delivery of approximately 10.7 million shares of its common stock, which represented a portion of the prepayment amount. During the fourth quarter of fiscal 2026, the ASR Agreement was settled, and the Company received an additional 1.0 million shares. The cumulative repurchases under this ASR Agreement totaled 11.7  million shares at an average price of $ 85.21 per share.

The Company repurchased 26.6 million shares of its common stock for $ 2.0 billion during fiscal 2026, 9.0 million shares of its common stock for $ 725.0 million during fiscal 2025 and 2.5 million shares of its common stock for $ 150.0 million during fiscal 2024. The repurchased shares of common stock were retired immediately after the repurchases were completed. The Company records all open market repurchases based on their trade date. As of January 31, 2026, a total of 348.5 million shares of common stock have been repurchased to date under the Company’s stock repurchase program for a total $ 7.3  billion in cash and there was $ 5.5  billion remaining available for future stock repurchases.

A summary of the stock repurchase activity under the stock repurchase program is summarized as follows (in millions, except per share amounts):
Shares
Repurchased Weighted-
Average Price
per Share Amount
Repurchased

Cumulative balance at January 28, 2023 310.4   $ 14.12   $ 4,385.0  
Repurchase of common stock under the stock repurchase program 2.5   $ 61.51   150.0  
Cumulative balance at February 3, 2024 312.9   $ 14.49   4,535.0  
Repurchase of common stock under the stock repurchase program 9.0   $ 80.47   725.0  
Cumulative balance at February 1, 2025 321.9   $ 16.34   5,260.0  
Repurchase of common stock under the stock repurchase program 26.6   $ 76.46   2,040.1  
Cumulative balance at January 31, 2026 348.5   $ 20.94   $ 7,300.1  

Note 11 — Equity Compensation and Employee Benefit Plans

Employee Stock Compensation Plans

1995 Stock Option Plan

In April 1995, the Company adopted the 1995 Stock Option Plan (the “Option Plan”). The Option Plan, as amended from time to time, had 383.4 million shares of common stock reserved for issuance thereunder as of January 31, 2026. As of January 31, 2026, approximately 40.5 million shares remained available for future grants under the Option Plan. Under the Option Plan, the Company may issue restricted stock unit (“RSU”) awards, performance-based restricted stock unit (“PRSU”) awards, stock options, and other types of stock awards, all of which may be subject to vesting over a specified service term, generally three to four years .

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

RSUs granted under the Option Plan include time-based RSUs and PRSUs. Time-based RSUs generally vest over a three to four -year service period. The Company grants PRSUs that vest based on the achievement of performance metrics, which can be financial performance, non-financial performance, and/or market conditions, including, but not limited to, the Company’s relative total shareholder return, earnings per share growth, and stock price performance. PRSU awards reflect a target number of shares, and the actual number of shares may range from 0 % to 250 % based on the achievement of the performance metrics specified. In addition to achievement of performance and/or market conditions, PRSUs generally have a three to five year service requirement.

Options granted under the Option Plan generally have a term of 10 years and must be issued at prices equal to the fair market value of the stock on the date of grant. Options generally vest over a three to four-year service period.

In December 2017, the Company’s Executive Compensation Committee approved a deferred stock program, whereby executives of the Company have the option, beginning in 2018, to defer the settlement of time-based and performance-based restricted stock units granted under the Option Plan to a future date. In June 2021, the Company extended the stock deferral program to members of the Board of Directors. A deferral election is irrevocable after the annual submission deadline. The shares of common stock underlying the deferred grants will be distributed at the earliest of the employee’s specified future settlement date or upon separation from service, a change in control, or death or disability.

Outside Director Equity Compensation Policy

In September 2016, the Company’s Board of Directors approved an Outside Director Equity Compensation Policy that governs the grant of equity awards to non-employee directors under the Option Plan. Under the current Outside Director Compensation Policy, each outside director, upon appointment to fill a vacancy on the board or in connection with election at an annual meeting of stockholders, will be granted an RSU award under the Option Plan. The RSU award vests 100 % on the earlier of the date of the next annual meeting of stockholders or the one-year anniversary of the date of grant.

Assumed Employee Stock Compensation Plans

In connection with past acquisitions, the Company assumed equity incentive plans of certain acquired companies (collectively “the Assumed Plans”), and the equity awards assumed in connection with each acquisition were granted from their respective assumed plans. The assumed equity awards will be settled in shares of the Company’s common stock and will retain the terms and conditions under which they were originally granted. No additional equity awards will be granted under the Assumed Plans.

Employee Stock Purchase Plan

Under the 2000 Employee Stock Purchase Plan, as amended and restated on June 23, 2022 (the “ESPP”), participants purchase the Company’s common stock using payroll deductions, which may not exceed 15 % of their total cash compensation. The ESPP provides for a 24 -month offering period, with four six-month purchase periods. Participants are granted the right to purchase common stock at a price per share that is 85 % of the lesser of the fair market value of the common stock at (i) the participant’s enrollment date into the two-year offering period or (ii) the end of each six-month purchase period within the offering period.

Under the ESPP, a total of 1.3 million shares were issued in fiscal 2026 at a weighted-average price of $ 57.20 per share, a total of 2.3 million shares were issued in fiscal 2025 at a weighted-average price of $ 36.34 per share, and a total of 2.4 million shares were issued in fiscal 2024 at a weighted-average price of $ 35.57 per share. As of January 31, 2026, there was $ 74.0  million of unamortized compensation expense related to the ESPP.

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

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

Summary of Stock-Based Compensation Expense

The following table summarizes stock-based compensation expense (in millions):
Year Ended
January 31,
2026 February 1,
2025 February 3,
2024

Cost of goods sold $ 49.2   $ 47.3   $ 49.1  
Research and development 409.0   395.6   411.1  
Selling, general and administrative 132.6   154.5   149.6  

Total stock-based compensation $ 590.8   $ 597.4   $ 609.8  

The income tax benefit recognized from stock-based compensation expense was $ 89.0  million, $ 92.2 million and $ 95.3  million for the years ended January 31, 2026, February 1, 2025 and February 3, 2024, respectively. Stock-based compensation capitalized in inventory was $ 20.0  million at January 31, 2026, $ 16.6 million at February 1, 2025 and $ 18.2  million at February 3, 2024.

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

Restricted Stock and Stock Unit Awards

A summary of restricted stock and stock unit activity for time-based and performance-based awards is as follows (in millions, except per share amounts):
Time-Based Performance-Based

Number of Shares
Weighted-Average Grant Date Fair Value
Number of Shares
Weighted-Average Grant Date Fair Value

Unvested Balance at February 1, 2025
12.4   $ 56.17   5.2   $ 49.19  
Granted 10.9   $ 61.92   1.7   $ 55.84  
Vested ( 8.7 ) $ 52.90   ( 1.0 ) $ 47.76  
Canceled/Forfeited ( 2.4 ) $ 57.73   ( 1.1 ) $ 48.47  
Unvested Balance at January 31, 2026
12.2   $ 63.30   4.8   $ 52.05  

The aggregate intrinsic value of RSUs vested and expected to vest as of January 31, 2026 was $ 966.1 million. The weighted-average grant date fair value for RSUs granted was $ 61.92 , $ 69.93 and $ 41.50 for the years ended January 31, 2026, February 1, 2025 and February 3, 2024, respectively. The total fair value of RSUs vested during the years ended January 31, 2026, February 1, 2025 and February 3, 2024 was $ 459.5  million, $ 491.6  million and $ 523.7  million, respectively. As of January 31, 2026, unamortized compensation expense related to RSUs was $ 721.6 million, which is expected to be recognized over a weighted-average period of 2.2 years.

The aggregate intrinsic value of PRSUs vested and expected to vest as of January 31, 2026 was $ 379.6 million. The weighted-average grant date fair value for PRSUs granted was $ 55.84 , $ 72.61 and $ 37.78 for the years ended January 31, 2026, February 1, 2025 and February 3, 2024, respectively. The total fair value of PRSUs vested during the years ended January 31, 2026, February 1, 2025 and February 3, 2024 was $ 45.9  million, $ 28.6  million and $ 56.0  million, respectively. As of January 31, 2026, unamortized compensation expense related to PRSUs was $ 160.5 million, which is expected to be recognized over a weighted-average period of 1.5 years.

Warrant Shares

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 .

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 .
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

See “Note 3 – Revenue” for additional information.

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

Fiscal 2025 Warrant Shares
Fiscal 2026 Warrant Shares

Balance outstanding at February 1, 2025 4.1   —  
Granted
—   1.0  
Vested
( 0.6 ) —  
Cancelled
—   —  
Balance outstanding at January 31, 2026
3.5   1.0  

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

Valuation of Stock-Based Awards

The expected volatility for awards granted during fiscal 2026, 2025 and 2024 was based on historical stock price volatility.

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

The following weighted-average assumptions were used to calculate the fair value of common stock to be issued under the ESPP on the date of grant using the Black-Scholes option pricing model:
Year Ended
January 31,
2026 February 1,
2025 February 3,
2024
Employee Stock Purchase Plan:
Estimated fair value $ 31.45 $ 38.68 $ 21.44
Expected volatility 68   % 54   % 55   %
Expected term (in years) 1.3 1.2 1.3
Risk-free interest rate 4.0   % 4.3   % 5.0   %
Expected dividend yield 0.3   % 0.2   % 0.4   %

The following weighted-average assumptions were used to calculate the fair value of common stock to be issued under PRSU awards on the date of grant using the Monte Carlo pricing model:
Year Ended
January 31,
2026 February 1,
2025 February 3,
2024
PRSUs:

Expected term (in years) 3.4 3.0 3.5
Expected volatility 60   % 54   % 50   %
Average correlation coefficient of peer companies 0.7 0.7 0.7
Risk-free interest rate 3.9   % 4.6   % 3.7   %
Expected dividend yield 0.4   % 0.3   % 0.6   %

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

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

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

Year Ended

January 31,
2026 February 1,
2025
Warrant Shares:

Estimated fair value $ 53.02 $ 54.44
Expected volatility 57   % 48   %
Expected term (in years) 6.0 7.0
Risk-free interest rate 3.7   % 4.1   %
Expected dividend yield 0.3   % 0.3   %

Employee 401(k) Plans

The Company sponsors a 401(k) savings and investment plan that allows eligible U.S. employees to participate by making pre-tax, Roth and after-tax contributions to the 401(k) plan ranging from 1 % to 75 % of eligible earnings subject to a required annual limit. Effective January 1, 2026, the Company increased its matching contribution from 100 % of 5 % of eligible salary (maximum $ 5,000 ) to 100 % of 6 % of eligible salary with a $ 6,000 maximum contribution. The Company made matching contributions to employees of $ 14.9 million in fiscal 2026, $ 14.7  million in fiscal 2025 and $ 15.5 million in fiscal 2024. As of January 31, 2026, the 401(k) plan offers a variety of investment alternatives, representing different asset classes. Employees may not invest in the Company’s common stock through the 401(k) plan.

The Company also has voluntary defined contribution plans in various non-U.S. locations. In connection with these plans, the Company made contributions on behalf of employees totaling $ 10.4 million, $ 11.0 million and $ 11.4 million during fiscal 2026, 2025 and 2024, respectively.

Note 12 — Income Taxes

The U.S. and non-U.S. components of income (loss) from continuing operations before income taxes consist of the following (in millions):

Year Ended
January 31,
2026 February 1,
2025 February 3,
2024
U.S. operations $ 105.9   $ ( 402.2 ) $ ( 383.3 )
Non-U.S. operations 2,940.7   ( 492.5 ) ( 375.4 )
Income (loss) before income taxes $ 3,046.6   $ ( 894.7 ) $ ( 758.7 )

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

Year Ended
January 31,
2026 February 1,
2025 February 3,
2024
Current income tax provision (benefit):
Federal $ 69.4   $ 30.9   $ ( 1.0 )
State 2.7   0.5   ( 2.1 )
Foreign 262.2   70.8   27.0  
Total current income tax provision
334.3   102.2   23.9  
Deferred income tax provision (benefit):
Federal ( 19.5 ) ( 34.5 ) 186.9  
State 1.7   ( 2.4 ) 4.7  
Foreign 60.0   ( 75.0 ) ( 40.8 )
Total deferred income tax provision (benefit) 42.2   ( 111.9 ) 150.8  
Total provision (benefit) for income taxes $ 376.5   $ ( 9.7 ) $ 174.7  

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

The income tax expense differs from the amount computed by applying the U.S. federal statutory rate of 21% to income before income taxes as follows (in millions, except percentages):
Year Ended
January 31,
2026
U.S. federal statutory tax rate $ 639.8 21.0 %
State taxes, net of federal benefit (1) 4.4 0.1
Foreign tax effect
Singapore
Statutory tax rate difference between Singapore and United States ( 113.7 ) ( 3.7 )
Development and expansion incentive ( 221.7 ) ( 7.3 )
Sale of business ( 117.6 ) ( 3.9 )
Qualified domestic top-up tax 41.4 1.4
Other 15.2 0.5
Other foreign jurisdictions 21.0 0.7

Effect of cross-border tax laws
Subpart F income 139.4 4.6
Global intangible low-taxed income 58.1 1.9
Other ( 22.6 ) ( 0.7 )
Tax credits
Research and development tax credits ( 79.8 ) ( 2.6 )
Other ( 7.5 ) ( 0.2 )
Changes in valuation allowance ( 113.0 ) ( 3.7 )
Nontaxable or nondeductible items
Stock based compensation 12.6 0.4
Other ( 5.8 ) ( 0.2 )
Changes in unrecognized tax benefits 86.3 2.8
Other adjustments
Deemed royalty 40.1 1.3
Other ( 0.1 ) —
Effective tax rate $ 376.5 12.4 %

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

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

As previously disclosed for the years ended February 1, 2025, and February 3, 2024, prior to the adoption of ASU 2023-09, the following is a reconciliation of the difference between the U.S. federal statutory income taxes and the total income tax expense (benefit) as follows (in millions):

Year Ended
February 1,
2025 February 3,
2024

Tax at U.S. statutory rate
$ ( 187.9 ) $ ( 159.3 )
State taxes, net of federal benefit ( 2.0 ) 2.5
Difference in U.S. and non-U.S. tax rates 98.2 69.5
Foreign income inclusion in U.S. 159.7 220.0
Change in federal valuation allowance 36.9 92.4
Federal research and development credits ( 102.8 ) ( 88.0 )

Stock-based compensation ( 36.1 ) ( 0.5 )
Non-deductible compensation 17.1 15.8
Intellectual property transaction
— 15.3
Uncertain tax positions 2.7 1.0

Other 4.5 6.0
Total provision (benefit) for income taxes
$ ( 9.7 ) $ 174.7

The Company recorded an income tax expense of $ 376.5  million and an income tax benefit of $ 9.7  million in fiscal 2026 and 2025, representing effective tax rates of 12.4 % and 1.1 %, respectively. The increase in income tax provision in fiscal 2026 was driven by an increase in earnings, which includes the gain on the sale of the Company’s automotive ethernet business. The income tax expense for fiscal 2026 differs from the U.S. federal statutory rate of 21% as a result of foreign income inclusions in the U.S., a portion of the Company’s earnings or losses being taxed or benefited at rates lower than the U.S. statutory rate, research and development credit generation, and changes in valuation allowance.

The income tax benefit for fiscal 2025 differs from the U.S. federal statutory rate of 21% as a result of foreign income inclusions in the U.S., a portion of the Company’s earnings or losses being taxed or benefited at rates lower than the U.S. statutory rate, research and development credit generation, and deductions related to stock compensation.

The income tax expense for fiscal 2024 differs from the U.S. federal statutory rate of 21% as a result of foreign income inclusions in the U.S., a portion of the Company’s earnings or losses being taxed or benefited at rates lower than the U.S. statutory rate, research and development credit generation, and disallowed deductions related to non-deductible compensation.

The One Big Beautiful Bill Act of 2025 (the “2025 Tax Act”) was signed into law on July 4, 2025. The 2025 Tax Act makes permanent key elements of the 2017 Tax Cuts and Jobs Act, including domestic research cost expensing, 100% bonus depreciation and makes modifications to the U.S. International tax framework. The Company’s tax provision for the January 31, 2026 period includes the impact of the 2025 Tax Act. The Company will continue to evaluate the impact of the 2025 Tax Act on its income taxes.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

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

January 31,
2026 February 1,
2025
Deferred tax assets:
Net operating losses $ 105.3   $ 112.0  
Income tax credits
1,085.5   1,133.0  
Intangible assets 410.2   536.7  

Lease liabilities 44.9   44.2  
Other
102.9   96.3  
Gross deferred tax assets 1,748.8   1,922.2  
Valuation allowance ( 1,113.3 ) ( 1,176.2 )
Total deferred tax assets 635.5   746.0  
Deferred tax liabilities:
Intangible assets ( 184.0 ) ( 274.3 )
Fixed assets ( 67.4 ) ( 41.5 )
Unremitted earnings of non-U.S. subsidiaries ( 20.1 ) ( 25.6 )

Right of use assets ( 38.6 ) ( 37.2 )
Total deferred tax liabilities ( 310.1 ) ( 378.6 )
Net deferred tax assets
$ 325.4   $ 367.4  

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

January 31,
2026 February 1,
2025
Non-current deferred tax assets $ 345.9   $ 401.2  
Non-current deferred tax liabilities ( 20.5 ) ( 33.8 )
Net deferred tax assets
$ 325.4   $ 367.4  

The ultimate realization of deferred tax assets depends upon the generation of future taxable income during the periods in which those assets become deductible or creditable. The Company evaluates the recoverability of its deferred tax assets, weighing all positive and negative evidence, and provides or maintains a valuation allowance for these assets if it is more likely than not that some, or all, of the deferred tax assets will not be realized. If negative evidence exists, sufficient positive evidence is necessary to support a conclusion that a valuation allowance is not needed. The Company considers all available evidence such as its earnings history including the existence of cumulative income or losses, reversals of taxable temporary differences, projected future taxable income, and tax planning strategies. In the U.S., and in certain foreign jurisdictions, the Company has deferred tax assets for which partial valuation allowances have been established. After weighing all available evidence, particularly the earnings history and forecasts of future taxable income in each respective jurisdiction, as well as its history of tax credits expiring unused, the Company determined that negative evidence outweighed positive evidence with respect to the ability to realize federal, certain state, and foreign research and development and other tax credits, as well as certain other foreign deferred tax assets. The valuation allowance decreased by $ 62.9  million from fiscal 2026, for certain federal, state, and foreign tax attributes. The Company maintains a valuation allowance on its U.S. R&D credits based on the factors listed above as well as forecasted R&D credit utilization and expected R&D credit generation in future years. In future periods, it is possible that significant positive or negative evidence could arise that results in a change in the Company’s judgment with respect to the need for a valuation allowance, which could result in a tax benefit, or adversely affect the Company’s income tax provision, in the period of such change in judgment.

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MARVELL TECHNOLOGY, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

As of January 31, 2026, the Company had net operating loss carryforwards available to offset future taxable income of approximately $ 358.7 million, $ 804.6 million, $ 198.1  million and none for U.S. federal, state of California, other U.S. states, and foreign purposes, respectively. If not utilized, the federal loss carryforwards begin to expire in fiscal 2033, and the California carryforwards begin to expire in fiscal 2027. The Company also had federal research and other tax credit carryforwards of approximately $ 663.6 million, which begin to expire in fiscal 2027. As of January 31, 2026, the Company also had California research tax credit carryforwards of approximately $ 792.0 million, which can be carried forward indefinitely. In addition, the Company has research and other tax credit carryforwards of approximately $ 53.7 million in other U.S. states, which begin to expire in fiscal 2027. The Company also has research and other tax credit carryforwards of approximately $ 14.6  million in foreign jurisdictions, which begin to expire in fiscal 2027. The Company’s net operating loss and tax credit carryforwards may be subject to audit and adjusted for changes or modification in tax laws, other authoritative interpretations, or other facts and circumstances.

Utilization of the Company’s U.S. federal and state net operating loss and credit carryforwards may be subject to annual limitations due to ownership change provisions of the Internal Revenue Code of 1986, as amended, and similar state provisions. The annual limitation may result in the expiration of net operating losses and credits before utilization. Future changes in the Company’s stock ownership, some of which are generally outside of the Company’s control, could result in an ownership change under Section 382 and Section 383 and result in a limitation on U.S. tax attributes. The Company has determined that no significant limitation would be placed on the utilization of its net operating loss and tax credit carry-forwards due to prior ownership changes.

The following table reflects changes in the unrecognized tax benefits (in millions):
Year Ended
January 31,
2026 February 1,
2025 February 3,
2024
Unrecognized tax benefits as of the beginning of the period $ 541.7   $ 476.5   $ 317.5  

Increases related to prior year tax positions 101.6   —   —  
Decreases related to prior year tax positions ( 14.1 ) ( 7.7 ) ( 0.8 )
Increases related to current year tax positions 68.3   74.9   163.1  

Settlements ( 102.3 ) ( 0.2 ) ( 1.0 )
Lapse in the statute of limitations ( 1.2 ) ( 1.4 ) ( 1.8 )
Foreign exchange gain
0.6   ( 0.4 ) ( 0.5 )
Gross amounts of unrecognized tax benefits as of the end of the period $ 594.6   $ 541.7   $ 476.5  

The Company has recorded $ 594.6 million of gross unrecognized tax benefits as of January 31, 2026, of which $ 199.6  million would affect the Company’s effective income tax rate if recognized. $ 353.3  million of the Company’s gross unrecognized tax benefits as of January 31, 2026 relate to income tax positions which, if recognized, would increase deferred tax assets that are subject to valuation allowances.

The total amount of interest and penalties accrued was approximately $ 7.0 million, $ 5.8 million, and $ 3.8 million as of January 31, 2026, February 1, 2025, and February 3, 2024, respectively. The consolidated statements of operations for fiscal 2026, 2025, and 2024 included accruals of $ 3.0 million, $ 2.5  million, and $ 1.3  million, respectively, of interest and penalties related to unrecognized tax benefits.

The Company is subject to taxation in the United States and various state and foreign jurisdictions. The Company is subject to income tax audits by the respective tax authorities in all of the jurisdictions in which it operates. The examination of tax liabilities in each of these jurisdictions requires the interpretation and application of complex and sometimes uncertain tax laws and regulations. As of January 31, 2026, the Company is subject to examination in significant jurisdictions including Germany, India, Israel, Singapore, and the United States for fiscal 2003 and after.

The Company maintains a Development and Expansion Incentive (“DEI”) in Singapore through June 30, 2029. To retain the current DEI tax benefits through June 2029 in Singapore, the Company must meet certain operating conditions, headcount and investment requirements, as well as maintain certain activities in Singapore. In fiscal 2026, tax savings associated with this program, after factoring in any qualified domestic minimum top-up tax, were approximately $ 56.4  million, which if paid, would impact the Company’s earnings per share by $ 0.07 . In fiscal 2025 and 2024, no Singapore tax incentive net tax benefits were recorded.

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MARVELL TECHNOLOGY, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

Marvell Israel (M.I.S.L) Ltd., is entitled to certain tax benefits through December 31, 2026 under the Israeli Encouragement of Investments Law (“Encouragement Law”) Special Technology Enterprise Regime, subject to various operating requirements and other conditions. In fiscal 2026, tax savings associated with this program were approximately $ 25.3  million, which if paid, would impact the Company’s earnings per share by $ 0.03 per share. In fiscal 2025, no Israel tax incentive net tax benefits were recorded. In fiscal 2024, tax savings associated with this program were approximately $ 8.7  million, which if paid, would impact the Company’s earnings per share by $ 0.01 per share.

As of January 31, 2026, the Company intends to indefinitely reinvest $ 40.3  million of cumulative undistributed earnings held by certain subsidiaries. The Company has not provided the amount of the unrecognized deferred tax liabilities for temporary differences related to these investments as the determination of such amounts is not practicable.

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

Year Ended
January 31,
2026
U.S. Federal $ 4.1  
U.S. State 1.1  
Foreign
Singapore 61.0  
India 11.5  
Israel 6.6  
Other 7.8  
Total cash paid for income taxes, net of refunds received $ 92.1  

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

Note 13 — Net Income (Loss) Per Share

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

The computations of basic and diluted net income (loss) per share are presented in the following table (in millions, except per share amounts):
Year Ended
January 31,
2026 February 1,
2025 February 3,
2024
Numerator:

     Net income (loss)
$ 2,670.1   $ ( 885.0 ) $ ( 933.4 )
Denominator:
     Weighted-average shares — basic 861.0   865.5   861.3  
Effect of dilutive securities:
     Stock-based awards
8.7   —   —  
     Weighted-average shares — diluted 869.7   865.5   861.3  

Net income (loss) per share:

     Basic $ 3.10   $ ( 1.02 ) $ ( 1.08 )
     Diluted $ 3.07   $ ( 1.02 ) $ ( 1.08 )

Anti-dilutive potential shares
4.3   13.0   10.9  

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MARVELL TECHNOLOGY, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

Potential dilutive securities include dilutive common stock from stock-based awards, including stock options, restricted stock units, employee stock purchase plan shares and warrant shares using the treasury stock method. Under the treasury stock method, potential shares of common stock outstanding are not included in the computation of diluted net income per share, if their effect is anti-dilutive. In periods of net loss, all potential dilutive shares are anti-dilutive.

Note 14 — Segment and Geographic Information

The Company operates in one reportable segment — the design, development and sale of integrated circuits. The chief executive officer was identified as the chief operating decision maker (“CODM”). Based on his direct involvement with the Company’s operations and product development, the CODM is ultimately responsible for and actively involved in the allocation of resources and the assessment of the Company’s performance using consolidated net income (loss) reported on the consolidated statements of operations. The Company’s organizational structure is based along functional lines, with each of the functional department heads, as well as shared resources, reporting directly to the CODM or to a direct report of the CODM. The Company uses a highly-integrated approach in developing its products in that discrete technologies developed by the Company are frequently integrated across many of its products, and substantially all of the Company’s integrated circuits are manufactured under similar manufacturing processes. 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):

Year Ended
January 31,
2026 February 1,
2025 February 3,
2024
Net revenue
$ 8,194.6   $ 5,767.3   $ 5,507.7  
Less:

Product costs (a)
3,322.8   2,246.7   2,136.8  
Employee compensation and related in operating expenses
1,359.0   1,319.9   1,276.1  
Amortization of acquired intangible assets
942.0   1,052.6   1,097.9  
Restructuring related charges, net (b)
16.0   711.8   131.1  
Stock-based compensation
590.8   597.4   609.8  
Engineering design related costs
265.4   219.1   180.4  
Interest expense
202.6   189.4   211.7  
Provision (benefit) for income taxes
376.5   ( 9.7 ) 174.7  
Other segment items (c)
( 1,550.6 ) 325.1   622.6  
Net income (loss)
$ 2,670.1   $ ( 885.0 ) $ ( 933.4 )

(a) Includes material, labor and other product related costs, excluding the other categories above.
(b) Restructuring related charges of $ 0.5 million and $ 357.9 million are included in cost of goods sold, and $ 15.5 million and $ 353.9 million are included in operating expenses for the years ended January 31, 2026 and February 1, 2025, respectively, in the accompanying consolidated statements of operations.
(c) Includes depreciation and amortization expenses, facilities expenses, legal expenses, interest income and other income and expenses, including gain on sale of business. See “Note 1 – Basis of Presentation” for discussion of the automotive ethernet business divestiture.

This expense information is based on management's internal view of expense classification when reviewing aspects of financial and operating performance of the business, and may not be representative of expense classification that is comparable to other peer companies' internal management views. As a result, this expense information should not be considered in isolation or as substitute for analysis of Marvell’s results in conjunction with the accompanying consolidated financial statements and notes thereto.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

The following table presents long-lived asset information by geographic region (in millions):
January 31,
2026 February 1,
2025
Property and equipment, net:
United States $ 495.9   $ 398.6  
Singapore 327.8   321.0  

Other
111.3   70.9  
$ 935.0   $ 790.5  
    

Note 15 — Supplemental Financial Information (in millions)

Consolidated Balance Sheets
January 31,
2026 February 1,
2025
Cash and cash equivalents:

Cash $ 2,566.1   $ 891.1  
Cash equivalents:

Time deposits 72.7   57.2  

Cash and cash equivalents
$ 2,638.8   $ 948.3  

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

January 31,
2026 February 1,
2025
Accounts receivable, net:
Accounts receivable $ 2,191.1   $ 1,031.0  
Less: Allowance for credit losses
( 4.5 ) ( 2.6 )
Accounts receivable, net $ 2,186.6   $ 1,028.4  

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 consolidated statements of cash flows. After the sale of its trade accounts receivable, the Company will collect payment from the customer and remit it to the third-party financial institution. Total trade accounts receivable sold under the factoring arrangement were $ 735.5  million, $ 868.8  million, and $ 335.7  million for the years ended January 31, 2026, February 1, 2025, and February 3, 2024, respectively. $ 108.5  million and $ 101.8  million remained subject to servicing by the Company as of January 31, 2026 and February 1, 2025, respectively. Factoring fees for the sales of receivables were recorded in interest income and other, net and were not material for fiscal 2026, 2025 and 2024.

January 31,
2026 February 1,
2025
Inventories:
Work-in-process $ 1,105.6   $ 709.0  
Finished goods 282.4   320.7  
Inventories $ 1,388.0   $ 1,029.7  

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

January 31,
2026 February 1,
2025
Property and equipment, net:
Machinery and equipment $ 1,825.2   $ 1,570.2  
Land, buildings, and leasehold improvements 338.8   306.6  
Computer software 137.1   126.4  
Furniture and fixtures 41.5   34.3  
2,342.6   2,037.5  
Less: Accumulated depreciation ( 1,407.6 ) ( 1,247.0 )
Property and equipment, net $ 935.0   $ 790.5  

The Company recorded depreciation expense for property and equipment of $ 221.7 million, $ 177.0 million and $ 148.2  million for fiscal 2026, 2025 and 2024, respectively. During fiscal 2026, the Company recorded impairment charges for property and equipment of $ 69.2  million. Other than those disclosed in “Note 4 – Restructuring,” impairment charges for property and equipment were not material in fiscal 2025 and 2024.

January 31,
2026 February 1,
2025
Other non-current assets:

Prepaid ship and debits $ 584.2   $ 516.9  
Technology licenses (1) 296.3   401.3  
Operating right-of-use assets 284.1   246.0  
Prepayments on supply capacity reservation agreements 278.8   307.8  
Non-marketable equity investments 129.6   48.2  
Other 153.9   74.8  
Other non-current assets $ 1,726.9   $ 1,595.0  

(1) Amortization of technology licenses was $ 124.7 million, $ 125.5 million and $ 177.1 million in fiscal 2026, 2025 and 2024, respectively.

January 31,
2026 February 1,
2025
Accrued liabilities:
Variable consideration estimates (1) $ 713.8   $ 517.9  
Accrued income taxes payable 228.3   55.6  
Technology license obligations 84.1   101.8
Lease liabilities - current portion 56.5   48.3  
Accrued restructuring 55.1   91.5  
Accrued interest 45.7   43.5  
Deferred revenue 40.1   22.1  
Accrued royalties 25.1   11.7  

Other 88.4   80.2  
Accrued liabilities $ 1,337.1   $ 972.6  

(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.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

January 31,
2026 February 1,
2025
Other non-current liabilities:
Lease liabilities - non-current $ 263.2   $ 231.0  
Non-current restructuring liabilities 193.9   228.4  
Technology license obligations 160.4   233.8  
Non-current income taxes payable 117.4   73.4  
Deferred tax liabilities 20.5   33.8  
Other 30.2   16.0  
Other non-current liabilities $ 785.6   $ 816.4  

Government Incentives

See “Note 2 – Significant Accounting Policies – Government Incentives” for information on our accounting policies related to government incentives. The amounts recorded on the consolidated financial statements related to grants receivable and refundable investment credits were as follows (in millions):

January 31,
2026
Consolidated Balance Sheets
Prepaid expenses and other current assets
$ 107.3  
Inventories
( 11.8 )
Property and equipment, net
( 3.7 )
Total $ 91.8  

Year Ended
January 31,
2026
Consolidated Statements of Operations
Cost of goods sold $ 68.8  
Research and development 15.1  
Selling, general and administrative 4.4  
Total $ 88.3  

Accumulated Other Comprehensive Income

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

Unrealized Gain (Loss) on Cash Flow Hedges

Balance at February 3, 2024 $ 1.1  
Other comprehensive income (loss) before reclassifications 0.1  
Amounts reclassified from accumulated other comprehensive income (loss) ( 0.8 )
Net current-period other comprehensive income (loss), net of tax ( 0.7 )
Balance at February 1, 2025 0.4  
Other comprehensive income (loss) before reclassifications 1.2  
Amounts reclassified from accumulated other comprehensive income (loss) ( 1.6 )
Net current-period other comprehensive income (loss), net of tax ( 0.4 )
Balance at January 31, 2026 $ —  

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MARVELL TECHNOLOGY, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

Consolidated Statements of Cash Flows

Year Ended
January 31,
2026 February 1,
2025 February 3,
2024
Supplemental Cash Flow Information:
Cash paid for interest $ 177.7   $ 173.4   $ 173.7  

Non-Cash Investing and Financing Activities:

Purchases under technology license obligations $ 11.9   $ 307.5   $ 56.2  

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

Note 16 — Subsequent Events

Subsequent to fiscal 2026 year end, on February 2, 2026, the Company completed the previously announced acquisition of Celestial AI, Inc. (“Celestial”), a provider of a Photonic Fabric TM technology platform purpose-built for next-generation scale-up interconnect. The acquisition of Celestial is expected to accelerate the Company’s connectivity strategy for next-generation AI and cloud data centers. At acquisition close, the Company paid approximately $ 1.3  billion in cash (or $ 1.0  billion, net of cash acquired of approximately $ 300.0  million) and issued approximately 24.5  million shares of its common stock. Contingent on the achievement of specified revenue milestones, the Company may be required to pay additional cash and issue additional shares of its common stock through fiscal 2029.

Subsequent to fiscal 2026 year end, on February 10, 2026, the Company completed the previously announced acquisition of XConn Technologies Holdings, Ltd. (“XConn”), a provider of advanced PCIe and CXL switching silicon, which expands the Company’s switching portfolio and augments the Company’s Ultra Accelerator Link TM (“UALink TM ”) scale-up switch team. At acquisition close, the Company paid approximately $ 280.0  million in cash and issued approximately 2.1  million shares of its common stock.

Due to the timing of the Celestial and XConn acquisitions, it is not practicable to disclose the preliminary allocations of the purchase consideration to the assets acquired and liabilities assumed.
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Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure

None.

Item 9A. Controls and Procedures

Management’s Evaluation of Disclosure Controls and Procedures

Management, with the participation of our principal executive officer and principal financial officer, has evaluated the effectiveness of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) of the Exchange Act) as of January 31, 2026. Disclosure controls and procedures are designed to ensure that information required to be disclosed in the reports we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC and that such information is accumulated and communicated to management, including our principal executive officer and principal financial officer, as appropriate, to allow timely decisions regarding required disclosures. Based on this evaluation, our principal executive officer and principal financial officer concluded that our disclosure controls and procedures were effective as of January 31, 2026.

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

Management’s Report on Internal Control Over Financial Reporting

Management is responsible for establishing and maintaining adequate internal control over financial reporting as defined in Rules 13a-15(f) and 15d-15(f) of the Exchange Act. Internal control over financial reporting consists of policies and procedures that: (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the Company; (2) are designed and operated to provide reasonable assurance regarding the reliability of our financial reporting and our process for the preparation of financial statements for external purposes in accordance with generally accepted accounting principles and that receipts and expenditures of the Company are being made only in accordance with authorizations of management and directors of the Company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the Company’s assets that could have a material effect on the financial statements.

Our internal control over financial reporting is designed by, and under the supervision of the principal executive officer and principal financial officer and effected by the Company’s Board of Directors, management, and others. Because of its inherent limitations, internal control over financial reporting may not prevent or detect all misstatements. Also, projections of any evaluation of effectiveness of future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

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

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

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Inherent Limitations on Effectiveness of Controls

Our management, including our principal executive officer and our principal financial officer, does not expect that our disclosure controls or our internal control over financial reporting will prevent or detect all error and all fraud. A control system, no matter how well designed and operated, can provide only reasonable, not absolute, assurance that the control system’s objectives will be met. The design of a control system must reflect the fact that there are resource constraints and the benefits of controls must be considered relative to their costs. Further, because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that misstatements due to error or fraud will not occur or that all control issues and instances of fraud, if any, have been detected. The design of any system of controls is based in part on certain assumptions about the likelihood of future events and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions. Projections of any evaluation of the effectiveness of controls to future periods are subject to risks. Over time, controls may become inadequate because of changes in conditions or deterioration in the degree of compliance with policies or procedures.

Changes to Internal Control over Financial Reporting

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

Item 9B. Other Information

In the fourth quarter of fiscal 2026, the following trading plans intended to satisfy the Rule 10b5-1 affirmative defense pursuant to Item 408(a)(1) of Regulation S-K were adopted or terminated by an executive officer or director of the Company:

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

Officers
Matthew J. Murphy
Chairman and Chief Executive Officer
Adopted
12/16/2025 3/26/2026 12/17/2026 Sales
97,500
Sandeep Bharathi
President, Data Center Group
Adopted
12/4/2025 3/26/2026 10/31/2026 Sales
96,129
Willem Meintjes
Chief Financial Officer
Adopted
1/9/2026 4/15/2026 3/12/2027 Sales
75,994
Christopher Koopmans
President and Chief Operating Officer
Adopted
1/5/2026 4/6/2026 9/30/2026 Sales
60,000

(1) Vesting of any future performance shares are estimated based on target achievement.
(2) If the plan covers "net" vested shares, then the current tax rate has been applied.

Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections

Not applicable.
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REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the stockholders and the Board of Directors of Marvell Technology, Inc.

Opinion on Internal Control over Financial Reporting

We have audited the internal control over financial reporting of Marvell Technology, Inc. and subsidiaries (the “Company”) as of January 31, 2026, based on criteria established in Internal Control — Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of January 31, 2026, based on criteria established in Internal Control — Integrated Framework (2013) issued by COSO.

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

Basis for Opinion

The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management’s Report on Internal Control Over Financial Reporting. Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.

Definition and Limitations of Internal Control over Financial Reporting

A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

/s/ Deloitte & Touche LLP

San Jose, California
March 11, 2026 
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PART III

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

Item 10.     Directors, Executive Officers and Corporate Governance

The information required by Items 401, 407(c)(3) and 408(b) of Regulation S-K with respect to our directors, director nominees, executive officers and corporate governance is incorporated by reference herein to the information set forth under the captions “Election of Directors,” “Corporate Governance and Matters Related to Our Board,” “Executive Officers of the Company” and “ Insider Trading , Anti-Hedging and Anti-Pledging Policies” in our 2026 Proxy Statement.

Delinquent Section 16(a) Reports

The information required by Item 405 of Regulation S-K is incorporated by reference herein, as applicable, to the information set forth under the caption “Delinquent Section 16(a) Reports” in our 2026 Proxy Statement.

Code of Ethics

We have adopted a Code of Ethics and Business Conduct for Employees, Officers and Directors (the “Code of Ethics”) that applies to all of our directors, officers (including our Chief Executive Officer (our principal executive officer), Chief Financial Officer (our principal financial officer), Corporate Controller (our chief accounting officer) and any person performing similar functions) and employees. This Code of Ethics was most recently amended in September 2025. We intend to disclose certain future amendments to certain provisions of our Code of Ethics and waivers of our Code of Ethics granted to executive officers and directors on our website or in a report on Form 8-K within four business days following the date of such amendment or waiver. Our Code of Ethics is available on our website www.marvell.com. None of the material on our website is part of our Annual Report on Form 10-K or is incorporated by reference herein.

Committees of the Board of Directors

The information required by Items 407(d)(4) and (d)(5) of Regulation S-K concerning our Audit Committee and Audit Committee financial expert is incorporated by reference herein to the information set forth under the caption “Corporate Governance and Matters Related to Our Board” in our 2026 Proxy Statement.

Item 11.     Executive Compensation

The information required by Items 402, 407(e)(4) and 407(e)(5) of Regulation S-K is incorporated by reference herein to the information set forth under the captions “Compensation of Directors,” “Director Compensation Table-Fiscal 2026,” “Executive Compensation” and “Compensation Committee Interlocks and Insider Participation” in our 2026 Proxy Statement.

Item 12.     Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

The information required by Item 403 of Regulation S-K is incorporated by reference herein to the information set forth under the caption “Security Ownership of Certain Beneficial Owners and Management” in our 2026 Proxy Statement.
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Securities Authorized for Issuance under Equity Compensation Plans
Equity Compensation Plan Information
The following table provides certain information with respect to all of our equity compensation plans in effect January 31, 2026:  
Plan Category (a)
Number of Securities to Be Issued Upon Exercise of Outstanding Options, Warrants and Rights (1)
(b)
Weighted-Average Exercise Price of Outstanding Options, Warrants, and Rights (2)
(c)
Number of Securities Remaining Available for Future Issuance under Equity Compensation Plans (Excluding Securities Reflected in Column (a))

Equity compensation plans approved by security holders (3) 16,973,973  $ 9.80  78,364,382 
Equity compensation plans not approved by security holders (4) 25,685  $ 13.96  — 

(1) Includes only options and restricted stock units (outstanding under our equity compensation plans, as no stock warrants or other rights were outstanding under our equity compensation plans as of January 31, 2026).
(2) The weighted-average exercise price calculation does not take into account any restricted stock units as those units vest, without any cash consideration or other payment required for such shares.
(3) Includes our Amended and Restated 1995 Stock Option Plan, our Amended 2000 Employee Stock Purchase Plan (the “2000 ESPP”).
(4) Plans not approved by security holders consists of the Cavium 2007, 2016 and QLogic equity incentive plans which we assumed in our merger with Cavium Inc, Aquantia 2004, 2015 and 2017 equity incentive plans which we assumed in our merger with Aquantia, Inphi 2010 equity incentive plans which we assumed in our merger with Inphi and Innovium 2015 equity incentive plans which we assumed in our merger with Innovium.

Item 13.     Certain Relationships and Related Transactions, and Director Independence

The information required by Item 404 of Regulation S-K is incorporated by reference herein to the information set forth under the caption “Certain Relationships and Related Party Transactions” in our 2026 Proxy Statement.

The information required by Item 407(a) of Regulation S-K is incorporated by reference herein to the information set forth under the caption “Board of Directors and Committees of the Board” in our 2026 Proxy Statement.
 

Item 14.     Principal Accountant Fees and Services

The information required by Item 9(e) of Schedule 14A is incorporated by reference to the information set forth under the caption “Information Concerning Independent Registered Public Accounting Firm” in our 2026 Proxy Statement.

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PART IV

Item 15.     Exhibits and Financial Statement Schedules
(a) The following documents are filed as part of this Annual Report on Form 10-K:
1. Financial Statements:
See the “Index to Consolidated Financial Statements” on page 61 of this Annual Report on Form 10-K.
2. Financial Statement Schedules:
See “Schedule II — Valuation and Qualifying Accounts” on page 116 of this Annual Report on Form 10-K.
All other schedules not listed above have been omitted because they are not applicable or required, or the information required to be set forth therein is included in the Consolidated Financial Statements or Notes thereto.
3. Exhibits.

Exhibit No.
Description Form File Number Incorporated by Reference from Exhibit Number Filed with SEC

2.1** Agreement and Plan of Merger and Reorganization, dated as of October 29, 2020, by and among Marvell Technology Group Ltd., Inphi Corporation, Maui HoldCo, Inc., Maui Acquisition Company Ltd and Indigo Acquisition Corp.
8-K 000-30877 2.1 10/30/2020

2.2 Agreement and Plan of Merger by and among the Company, Kauai Acquisition Corp., and Cavium, Inc. dated as of November 19, 2017
8-K 000-30877 2.1 11/20/2017

2.3 Asset Purchase Agreement between Marvell and NXP dated May 29, 2019
10-Q 000-30877 2.1 9/4/2019

3.1 Second Amended and Restated Certificate of Incorporation of Marvell Technology, Inc.
8-K 001-40357 3.1 3/15/2023

3.2 Amended and Restated Bylaws of Marvell Technology, Inc.
8-K 001-40357 3.2 4/20/2021

4.1 Base Indenture, dated as of April 12, 2021, between Marvell Technology, Inc. and U.S. Bank National Association, as trustee
8-K 000-30877 4.1 4/12/2021

4.2 First Supplemental Indenture, dated as of April 12, 2021, by and among Marvell Technology, Inc., Marvell Technology Group Ltd. and U.S. Bank National Association, as trustee
8-K 000-30877 4.2 4/12/2021

4.3 Form of $500,000,000 1.650% Senior Notes due 2026 (included as Exhibit A to Exhibit 4.2)
8-K 000-30877 4.3 4/12/2021

4.5 Form of $750,000,000 2.450% Senior Notes due 2028 (included as Exhibit B to Exhibit 4.2)
8-K 000-30877 4.4 4/12/2021

4.6 Form of $750,000,000 2.950% Senior Notes due 2031 (included as Exhibit C to Exhibit 4.2)
8-K 000-30877 4.5 4/12/2021

4.7 Second Supplemental Indenture, dated as of May 4, 2021, between Marvell Technology, Inc. and U.S. Bank National Association, as trustee
8-K 001-40357 4.2 5/4/2021

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4.8 Form of $433,817,000 4.200% Senior Notes due 2023 (included as Exhibit A to Exhibit 4.2)
8-K 001-40357 4.3 5/4/2021

4.9 Form of $479,394,000 4.875% Senior Notes due 2028 (included as Exhibit B to Exhibit 4.2)
8-K 001-40357 4.4 5/4/2021

4.10 Third Supplemental Indenture, dated as of September 18, 2023, between Marvell Technology, Inc. and U.S. Bank Trust Company, National Association (successor in interest to U.S. Bank National Association), as trustee
8-K
001-40357 4.1 9/18/2023

4.11 Form of Global Note for the 5.750% Senior Notes due 2029 (included as Exhibit A to Exhibit 4.1)
8-K
001-40357 4.2 9/18/2023

4.12 Form of Global Note for the 5.950% Senior Notes due 2033 (included as Exhibit B to Exhibit 4.1)
8-K
001-40357 4.3 9/18/2023

4.13 Fourth Supplemental Indenture, dated as of June 30, 2025, between Marvell Technology, Inc. and U.S. Bank Trust Company, National Association (successor in interest to U.S. Bank National Association), as trustee
8-K 001-40357 4.1 6/30/2025

4.14 Form of Global Note for the 4.750% Senior Notes due 2030 (included as Exhibit A to Exhibit 4.1)
8-K 001-40357 4.2 6/30/2025

4.15 Form of Global Note for the 5.450% Senior Notes due 2035 (included as Exhibit B to Exhibit 4.1)
8-K 001-40357 4.3 6/30/2025

4.13 Base Indenture, dated as of June 22, 2018, by and between Marvell Technology Group Ltd. and U.S. Bank Trust Company, National Association (as successor to U.S. Bank National Association), as trustee.
8-K 000-30877 4.1 6/22/2018

4.14 First Supplemental Indenture, dated as of June 22, 2018, by and between Marvell Technology Group Ltd. and U.S. Bank Trust Company, National Association (as successor to U.S. Bank National Association), as trustee
8-K 000-30877 4.2 6/22/2018

4.15 Second Supplemental Indenture, dated as of April 15, 2021, by and between Marvell Technology Group Ltd. and U.S. Bank National Association
8-K 000-30877 4.1 4/19/2021

4.16 The description of the Registrant’s Common Stock, par value $0.002 per share, contained in the Registrant’s Registration Statement on Form S-4 initially filed with the Commission on December 22, 2020, as amended
10-K 001-40357 4.12 3/9/2023

10.1 Form of Indemnification Agreement
8-K 001-40357 10.1 4/20/2021

10.2**
Second Amended and Restated Revolving Credit Agreement, dated as of June 30, 2025, among Marvell Technology, Inc., the lenders party thereto, and Bank of America, N.A., as the Administrative Agent
8-K 001-40357 10.1
6/30/2025

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10.3#
Marvell Technology Group Ltd. Amended and Restated 1995 Stock Option Plan (now named the Marvell Technology, Inc. Amended and Restated 1995 Stock Option Plan) (as amended and restated as of April 2, 2021)
S-8 333-255384 4.1 4/20/2021

10.3.1#
Form of Stock Option Agreement and Notice of Grant of Stock Options and Option Agreement for use with 1995 Stock Option Plan (for options granted after September 20, 2013)
8-K 000-30877 10.2 9/26/2013

10.3.2#
Form of Deferral Feature Stock Unit Agreement with Stock Unit Election Form for use with the Amended and Restated 1995 Stock Option Plan
10-K
000-30877
10.3.11 3/29/2018

10.3.2.1#
Updated Election Deferral Form
10-K
001-40357
10.5.2.1 3/12/2025

10.3.3#
Amended and restated form of stock unit agreement under the 1995 Stock Option Plan
10-Q 001-40357 10.5.3
12/4/2024

10.3.4# Amended and restated form of stock unit agreement under the 1995 Stock Option Plan as updated March 2025
10-Q 001-40357 10.5.3.2 5/30/2025

10.3.5#
Form of Relative TSR and EPS RSU Grant Notice
10-Q 001-40357 10.7.8 5/27/2022

10.3.6#
Form of Relative TSR and EPS RSU Grant Notice December 2022
10-K 001-40357 10.7.9 3/9/2023

10.3.7#
Form of Relative TSR and EPS RSU Grant Notice April 2024
10-Q 001-40357 10.5.7 5/31/2024

10.3.8# **
Special Equity Grant Agreement as approved March 2023
10-Q 001-40357 10.7.11 5/26/2023

10.3.9# Form of Grant Notice for Restricted Stock Units under the 1995 Stock Option Plan
10-Q 001-40357 10.3.9 8/29/2025

10.3.10# Form of Special Equity Award Relative TSR and EPS RSU Grant Notice July 2025
10-Q 001-40357 10.3.10 8/29/2025

10.4#
Amended and Restated Marvell Technology, Inc. 2000 Employee Stock Purchase Plan (as approved by stockholders on June 23, 2022)
10-K 001-40357 10.8.1 3/9/2023

10.4.1#
Amended and restated form of subscription agreement under the 2000 ESPP
10-Q 001-40357 10.6.1
12/4/2024

10.5#
Offer Letter between Marvell and Matthew J. Murphy and form of Severance Agreement attached thereto as Appendix B
8-K 000-30877 10.1 6/20/2016

10.5.1#
Severance Agreement with Matt Murphy as amended March 2023
10-Q 001-40357 10.9.1 5/26/2023

10.6#
Cavium, Inc. 2016 Equity Incentive Plan (including forms of grant notice and agreements)
10-Q 000-30877 10.1 12/4/2019

10.7#
Aquantia Corp. 2015 Equity Incentive Plan (including forms of grant notice and agreements)
10-Q 000-30877 10.5 12/4/2019

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10.8#
Aquantia Corp. 2004 Equity Incentive Plan (including forms of grant notice and agreements)
10-Q 000-30877 10.4 12/4/2019

10.9#
Inphi Corporation Amended and Restated 2010 Stock Incentive Plan, as amended and restated on April 14, 2020
S-8 333-255384 4.10 4/20/2021

10.10#
Offer letter with Chris Koopmans
10-Q 000-30877 10.4 9/8/2016

10.11# Fiscal 2026 Named Executive Officer Compensation
10-Q 001-40357 10.13 5/30/2025

10.12# Marvell Technology Inc. Change in Control Severance Plan and Summary Plan Description as amended and restated June 2025
10-Q 001-40357 10.12 8/29/2025

10.13 Warrant to Purchase Common Shares of Marvell dated June 5, 2019
8-K 000-30877 99.1 6/5/2019

10.14#
Promotion to CFO Letter for Willem Meintjes
10-K 001-40357 10.29 3/9/2023

10.15#
Innovium, Inc. Amended 2015 Stock Option and Grant Plan (including forms of grant notice and agreements)
S-8 333-260060 4.1 10/5/2021

10.16#
Offer Letter for the Chief Legal Officer
10-K
001-40357
10.23
3/13/2024

10.17
Underwriting Agreement, dated September 11, 2023, among Marvell Technology, Inc. and J.P. Morgan Securities LLC, BofA Securities, Inc. and Wells Fargo Securities, LLC, as representatives of the several underwriters named therein
8-K
001-40357
1.1
9/18/2023

10.18#
Non-Qualified Deferred Compensation Plan
10-K
001-40357
10.21 3/12/2025

10.19 Underwriting Agreement, dated June 23, 2025, among Marvell Technology, Inc. and J.P. Morgan Securities LLC, BofA Securities, Inc. and Wells Fargo Securities, LLC, as representatives of the several underwriters named therein
8-K
001-40357
1.1
6/30/2025

10.20# Senior Executive Retirement Program dated May 28, 2025
10-Q 001-40357 10.20 8/29/2025

10.21 Offer Letter for Sandeep Bharathi President, Data Center Group
10-Q 001-40357 10.21
12/3/2025

10.22#
Celestial AI, Inc. Amended and Restated 2020 Equity Incentive Plan
S-8
333-293205 99.1
2/04/2026

10.23#
XConn Technologies Holdings, Ltd. 2021 Equity Incentive Plan
S-8
333-293358 99.1
2/10/2026

19
Insider Trading Prohibition Policy and Guidelines
10-K
001-40357
19 3/12/2025

21.1 Subsidiaries of Registrant
Filed herewith

23.1 Consent of Independent Registered Public Accounting Firm - Deloitte & Touche LL P
Filed herewith

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24.1 Power of Attorney (contained in the signature page to this Annual Report)
Filed herewith

31.1 Rule 13a-14(a)/15d-14(a) Certification of the Principal Executive Officer
Filed herewith

31.2 Rule 13a-14(a)/15d-14(a) Certification of the Principal Financial Officer
Filed herewith

32.1* Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 for Principal Executive Officer
Filed herewith

32.2* Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 for Principal Financial Officer
Filed herewith

97 Rule 10D-1 Clawback Policy
10-K
001-40357 97 3/13/2024

101.INS Inline XBRL Instance Document

101.SCH Inline XBRL Taxonomy Extension Schema Document

101.CAL Inline XBRL Taxonomy Extension Calculation Linkbase Document

101.DEF Inline XBRL Taxonomy Extension Definition

101.LAB Inline XBRL Taxonomy Extension Label Linkbase Document

101.PRE Inline XBRL Taxonomy Presentation Linkbase Document

104 Cover Page Interactive Data File - The cover page from this Annual Report on Form 10-K is formatted in iXBRL

#    Management contracts or compensation plans or arrangements in which directors or executive officers are eligible to participate.
*    In accordance with Item 601(b)(32)(ii) of Regulation S-K and SEC Release No. 33-8238 and 34-47986, Final Rule: Management’s Reports on Internal Control Over Financial Reporting and Certification of Disclosure in Exchange Act Periodic Reports, the certifications furnished in Exhibits 32.1 and 32.2 hereto are deemed to accompany this Annual Report Form 10-K and will not be deemed “filed” for purposes of Section 18 of the Exchange Act. Such certifications will not be deemed to be incorporated by reference into any filings under the Securities Act or the Exchange Act, except to the extent that the registrant specifically incorporates it by reference.
**    Pursuant to Item 601(a)(5) of Regulation S-K, certain schedules and similar attachments have been omitted. The registrant hereby agrees to furnish a copy of any omitted schedule or similar attachment to the SEC upon request.

Item 16.     Form 10-K Summary

None.
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SIGNATURES
Pursuant to the requirements of section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

M ARVELL T ECHNOLOGY, INC .

Dated: March 11, 2026
By: / S /    WILLEM MEINTJES        

Willem Meintjes
Chief Financial Officer
(Principal Financial Officer)

POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Matthew J. Murphy and Willem Meintjes, and each of them individually, as his or her attorney-in-fact, each with full power of substitution, for him or her in any and all capacities, to sign any and all amendments to this Annual Report on Form 10-K, and to file the same, with exhibits thereto and all other documents in connection therewith, with the Securities and Exchange Commission, hereby ratifying and confirming all that said attorney-in-fact, or his substitute or substitutes, may do or cause to be done by virtue hereof. Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed by the following persons on behalf of the registrant in the capacities and on the dates indicated.

Name and Signature Title Date

/S/     MATTHEW J. MURPHY
Chairman and Chief Executive Officer
(Principal Executive Officer) March 11, 2026
Matthew J. Murphy

/S/     WILLEM MEINTJES
Chief Financial Officer
(Principal Financial Officer) March 11, 2026
Willem Meintjes

/S/     JUSTIN SCARPULLA
Chief Accounting Officer
(Principal Accounting Officer) March 11, 2026
Justin Scarpulla

/S/     SARA ANDREWS
Director March 11, 2026
Sara Andrews

/S/     TUDOR BROWN
Director March 11, 2026
Tudor Brown

/S/     BRAD BUSS
Director March 11, 2026
Brad Buss

/S/     DANIEL DURN
Director March 11, 2026
Daniel Durn

/S/     REBECCA HOUSE
Director March 11, 2026
Rebecca House

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Name and Signature Title Date

/S/     MARACHEL KNIGHT
Director March 11, 2026
Marachel Knight

/S/     RAJIV RAMASWAMI
Director March 11, 2026
Rajiv Ramaswami

/S/   RICK WALLACE
Director March 11, 2026
Rick Wallace

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SCHEDULE II
VALUATION AND QUALIFYING ACCOUNTS
(In millions)

Balance at Beginning of Year
Additions Deductions Balance at End of Year

Fiscal year ended January 31, 2026

Allowance for credit losses $ 2.6   $ 1.9   $ —   $ 4.5  
Deferred tax asset valuation allowance $ 1,176.2   $ 50.1   $ ( 113.0 ) $ 1,113.3  
Fiscal year ended February 1, 2025

Allowance for credit losses $ 2.0   $ 0.7   $ ( 0.1 ) $ 2.6  
Deferred tax asset valuation allowance $ 1,099.0   $ 77.8   $ ( 0.6 ) $ 1,176.2  
Fiscal year ended February 3, 2024

Allowance for credit losses $ 2.1   $ 0.8   $ ( 0.9 ) $ 2.0  
Deferred tax asset valuation allowance $ 961.7   $ 138.1   $ ( 0.8 ) $ 1,099.0  

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