FULLTEXT DEL 1 AV 2
10-Q – 2025-12-03 – mrvl-20251101.htm
mrvl-20251101 false 2026 Q3 0001835632 01/31 http://fasb.org/us-gaap/2025#OtherAssetsNoncurrent http://fasb.org/us-gaap/2025#OtherAssetsNoncurrent http://fasb.org/us-gaap/2025#OtherLiabilitiesNoncurrent http://fasb.org/us-gaap/2025#OtherLiabilitiesNoncurrent 278 xbrli:shares iso4217:USD iso4217:USD xbrli:shares xbrli:pure mrvl:segment 0001835632 2025-02-02 2025-11-01 0001835632 2025-11-26 0001835632 2025-11-01 0001835632 2025-02-01 0001835632 2025-08-03 2025-11-01 0001835632 2024-08-04 2024-11-02 0001835632 2024-02-04 2024-11-02 0001835632 us-gaap:CommonStockMember 2025-02-01 0001835632 us-gaap:AdditionalPaidInCapitalMember 2025-02-01 0001835632 us-gaap:AccumulatedOtherComprehensiveIncomeMember 2025-02-01 0001835632 us-gaap:RetainedEarningsMember 2025-02-01 0001835632 us-gaap:CommonStockMember 2025-02-02 2025-05-03 0001835632 us-gaap:AdditionalPaidInCapitalMember 2025-02-02 2025-05-03 0001835632 2025-02-02 2025-05-03 0001835632 us-gaap:RetainedEarningsMember 2025-02-02 2025-05-03 0001835632 us-gaap:AccumulatedOtherComprehensiveIncomeMember 2025-02-02 2025-05-03 0001835632 us-gaap:CommonStockMember 2025-05-03 0001835632 us-gaap:AdditionalPaidInCapitalMember 2025-05-03 0001835632 us-gaap:AccumulatedOtherComprehensiveIncomeMember 2025-05-03 0001835632 us-gaap:RetainedEarningsMember 2025-05-03 0001835632 2025-05-03 0001835632 us-gaap:CommonStockMember 2025-05-04 2025-08-02 0001835632 us-gaap:AdditionalPaidInCapitalMember 2025-05-04 2025-08-02 0001835632 2025-05-04 2025-08-02 0001835632 us-gaap:RetainedEarningsMember 2025-05-04 2025-08-02 0001835632 us-gaap:AccumulatedOtherComprehensiveIncomeMember 2025-05-04 2025-08-02 0001835632 us-gaap:CommonStockMember 2025-08-02 0001835632 us-gaap:AdditionalPaidInCapitalMember 2025-08-02 0001835632 us-gaap:AccumulatedOtherComprehensiveIncomeMember 2025-08-02 0001835632 us-gaap:RetainedEarningsMember 2025-08-02 0001835632 2025-08-02 0001835632 us-gaap:CommonStockMember 2025-08-03 2025-11-01 0001835632 us-gaap:AdditionalPaidInCapitalMember 2025-08-03 2025-11-01 0001835632 us-gaap:RetainedEarningsMember 2025-08-03 2025-11-01 0001835632 us-gaap:AccumulatedOtherComprehensiveIncomeMember 2025-08-03 2025-11-01 0001835632 us-gaap:CommonStockMember 2025-11-01 0001835632 us-gaap:AdditionalPaidInCapitalMember 2025-11-01 0001835632 us-gaap:AccumulatedOtherComprehensiveIncomeMember 2025-11-01 0001835632 us-gaap:RetainedEarningsMember 2025-11-01 0001835632 us-gaap:CommonStockMember 2024-02-03 0001835632 us-gaap:AdditionalPaidInCapitalMember 2024-02-03 0001835632 us-gaap:AccumulatedOtherComprehensiveIncomeMember 2024-02-03 0001835632 us-gaap:RetainedEarningsMember 2024-02-03 0001835632 2024-02-03 0001835632 us-gaap:CommonStockMember 2024-02-04 2024-05-04 0001835632 us-gaap:AdditionalPaidInCapitalMember 2024-02-04 2024-05-04 0001835632 2024-02-04 2024-05-04 0001835632 us-gaap:RetainedEarningsMember 2024-02-04 2024-05-04 0001835632 us-gaap:AccumulatedOtherComprehensiveIncomeMember 2024-02-04 2024-05-04 0001835632 us-gaap:CommonStockMember 2024-05-04 0001835632 us-gaap:AdditionalPaidInCapitalMember 2024-05-04 0001835632 us-gaap:AccumulatedOtherComprehensiveIncomeMember 2024-05-04 0001835632 us-gaap:RetainedEarningsMember 2024-05-04 0001835632 2024-05-04 0001835632 us-gaap:CommonStockMember 2024-05-05 2024-08-03 0001835632 us-gaap:AdditionalPaidInCapitalMember 2024-05-05 2024-08-03 0001835632 2024-05-05 2024-08-03 0001835632 us-gaap:RetainedEarningsMember 2024-05-05 2024-08-03 0001835632 us-gaap:AccumulatedOtherComprehensiveIncomeMember 2024-05-05 2024-08-03 0001835632 us-gaap:CommonStockMember 2024-08-03 0001835632 us-gaap:AdditionalPaidInCapitalMember 2024-08-03 0001835632 us-gaap:AccumulatedOtherComprehensiveIncomeMember 2024-08-03 0001835632 us-gaap:RetainedEarningsMember 2024-08-03 0001835632 2024-08-03 0001835632 us-gaap:CommonStockMember 2024-08-04 2024-11-02 0001835632 us-gaap:AdditionalPaidInCapitalMember 2024-08-04 2024-11-02 0001835632 us-gaap:RetainedEarningsMember 2024-08-04 2024-11-02 0001835632 us-gaap:AccumulatedOtherComprehensiveIncomeMember 2024-08-04 2024-11-02 0001835632 us-gaap:CommonStockMember 2024-11-02 0001835632 us-gaap:AdditionalPaidInCapitalMember 2024-11-02 0001835632 us-gaap:AccumulatedOtherComprehensiveIncomeMember 2024-11-02 0001835632 us-gaap:RetainedEarningsMember 2024-11-02 0001835632 2024-11-02 0001835632 us-gaap:DisposalGroupHeldforsaleNotDiscontinuedOperationsMember mrvl:MarvellTechnologysAutomotiveEthernetBusinessMember 2025-08-14 0001835632 us-gaap:DisposalGroupHeldforsaleNotDiscontinuedOperationsMember mrvl:MarvellTechnologysAutomotiveEthernetBusinessMember 2025-08-03 2025-11-01 0001835632 mrvl:DataCenterMember 2025-08-03 2025-11-01 0001835632 mrvl:DataCenterMember us-gaap:ProductConcentrationRiskMember us-gaap:SalesRevenueNetMember 2025-08-03 2025-11-01 0001835632 mrvl:DataCenterMember 2024-08-04 2024-11-02 0001835632 mrvl:DataCenterMember us-gaap:ProductConcentrationRiskMember us-gaap:SalesRevenueNetMember 2024-08-04 2024-11-02 0001835632 mrvl:DataCenterMember 2025-02-02 2025-11-01 0001835632 mrvl:DataCenterMember us-gaap:ProductConcentrationRiskMember us-gaap:SalesRevenueNetMember 2025-02-02 2025-11-01 0001835632 mrvl:DataCenterMember 2024-02-04 2024-11-02 0001835632 mrvl:DataCenterMember us-gaap:ProductConcentrationRiskMember us-gaap:SalesRevenueNetMember 2024-02-04 2024-11-02 0001835632 mrvl:EnterpriseNetworkingMember 2025-08-03 2025-11-01 0001835632 mrvl:EnterpriseNetworkingMember us-gaap:ProductConcentrationRiskMember us-gaap:SalesRevenueNetMember 2025-08-03 2025-11-01 0001835632 mrvl:EnterpriseNetworkingMember 2024-08-04 2024-11-02 0001835632 mrvl:EnterpriseNetworkingMember us-gaap:ProductConcentrationRiskMember us-gaap:SalesRevenueNetMember 2024-08-04 2024-11-02 0001835632 mrvl:EnterpriseNetworkingMember 2025-02-02 2025-11-01 0001835632 mrvl:EnterpriseNetworkingMember us-gaap:ProductConcentrationRiskMember us-gaap:SalesRevenueNetMember 2025-02-02 2025-11-01 0001835632 mrvl:EnterpriseNetworkingMember 2024-02-04 2024-11-02 0001835632 mrvl:EnterpriseNetworkingMember us-gaap:ProductConcentrationRiskMember us-gaap:SalesRevenueNetMember 2024-02-04 2024-11-02 0001835632 mrvl:CarrierInfrastructureMember 2025-08-03 2025-11-01 0001835632 mrvl:CarrierInfrastructureMember us-gaap:ProductConcentrationRiskMember us-gaap:SalesRevenueNetMember 2025-08-03 2025-11-01 0001835632 mrvl:CarrierInfrastructureMember 2024-08-04 2024-11-02 0001835632 mrvl:CarrierInfrastructureMember us-gaap:ProductConcentrationRiskMember us-gaap:SalesRevenueNetMember 2024-08-04 2024-11-02 0001835632 mrvl:CarrierInfrastructureMember 2025-02-02 2025-11-01 0001835632 mrvl:CarrierInfrastructureMember us-gaap:ProductConcentrationRiskMember us-gaap:SalesRevenueNetMember 2025-02-02 2025-11-01 0001835632 mrvl:CarrierInfrastructureMember 2024-02-04 2024-11-02 0001835632 mrvl:CarrierInfrastructureMember us-gaap:ProductConcentrationRiskMember us-gaap:SalesRevenueNetMember 2024-02-04 2024-11-02 0001835632 mrvl:ConsumerMember 2025-08-03 2025-11-01 0001835632 mrvl:ConsumerMember us-gaap:ProductConcentrationRiskMember us-gaap:SalesRevenueNetMember 2025-08-03 2025-11-01 0001835632 mrvl:ConsumerMember 2024-08-04 2024-11-02 0001835632 mrvl:ConsumerMember us-gaap:ProductConcentrationRiskMember us-gaap:SalesRevenueNetMember 2024-08-04 2024-11-02 0001835632 mrvl:ConsumerMember 2025-02-02 2025-11-01 0001835632 mrvl:ConsumerMember us-gaap:ProductConcentrationRiskMember us-gaap:SalesRevenueNetMember 2025-02-02 2025-11-01 0001835632 mrvl:ConsumerMember 2024-02-04 2024-11-02 0001835632 mrvl:ConsumerMember us-gaap:ProductConcentrationRiskMember us-gaap:SalesRevenueNetMember 2024-02-04 2024-11-02 0001835632 mrvl:AutomotiveAndIndustrialMember 2025-08-03 2025-11-01 0001835632 mrvl:AutomotiveAndIndustrialMember us-gaap:ProductConcentrationRiskMember us-gaap:SalesRevenueNetMember 2025-08-03 2025-11-01 0001835632 mrvl:AutomotiveAndIndustrialMember 2024-08-04 2024-11-02 0001835632 mrvl:AutomotiveAndIndustrialMember us-gaap:ProductConcentrationRiskMember us-gaap:SalesRevenueNetMember 2024-08-04 2024-11-02 0001835632 mrvl:AutomotiveAndIndustrialMember 2025-02-02 2025-11-01 0001835632 mrvl:AutomotiveAndIndustrialMember us-gaap:ProductConcentrationRiskMember us-gaap:SalesRevenueNetMember 2025-02-02 2025-11-01 0001835632 mrvl:AutomotiveAndIndustrialMember 2024-02-04 2024-11-02 0001835632 mrvl:AutomotiveAndIndustrialMember us-gaap:ProductConcentrationRiskMember us-gaap:SalesRevenueNetMember 2024-02-04 2024-11-02 0001835632 country:CN 2025-08-03 2025-11-01 0001835632 country:CN us-gaap:GeographicConcentrationRiskMember us-gaap:SalesRevenueNetMember 2025-08-03 2025-11-01 0001835632 country:CN 2024-08-04 2024-11-02 0001835632 country:CN us-gaap:GeographicConcentrationRiskMember us-gaap:SalesRevenueNetMember 2024-08-04 2024-11-02 0001835632 country:CN 2025-02-02 2025-11-01 0001835632 country:CN us-gaap:GeographicConcentrationRiskMember us-gaap:SalesRevenueNetMember 2025-02-02 2025-11-01 0001835632 country:CN 2024-02-04 2024-11-02 0001835632 country:CN us-gaap:GeographicConcentrationRiskMember us-gaap:SalesRevenueNetMember 2024-02-04 2024-11-02 0001835632 country:TW 2025-08-03 2025-11-01 0001835632 country:TW us-gaap:GeographicConcentrationRiskMember us-gaap:SalesRevenueNetMember 2025-08-03 2025-11-01 0001835632 country:TW 2024-08-04 2024-11-02 0001835632 country:TW us-gaap:GeographicConcentrationRiskMember us-gaap:SalesRevenueNetMember 2024-08-04 2024-11-02 0001835632 country:TW 2025-02-02 2025-11-01 0001835632 country:TW us-gaap:GeographicConcentrationRiskMember us-gaap:SalesRevenueNetMember 2025-02-02 2025-11-01 0001835632 country:TW 2024-02-04 2024-11-02 0001835632 country:TW us-gaap:GeographicConcentrationRiskMember us-gaap:SalesRevenueNetMember 2024-02-04 2024-11-02 0001835632 country:US 2025-08-03 2025-11-01 0001835632 country:US us-gaap:GeographicConcentrationRiskMember us-gaap:SalesRevenueNetMember 2025-08-03 2025-11-01 0001835632 country:US 2024-08-04 2024-11-02 0001835632 country:US us-gaap:GeographicConcentrationRiskMember us-gaap:SalesRevenueNetMember 2024-08-04 2024-11-02 0001835632 country:US 2025-02-02 2025-11-01 0001835632 country:US us-gaap:GeographicConcentrationRiskMember us-gaap:SalesRevenueNetMember 2025-02-02 2025-11-01 0001835632 country:US 2024-02-04 2024-11-02 0001835632 country:US us-gaap:GeographicConcentrationRiskMember us-gaap:SalesRevenueNetMember 2024-02-04 2024-11-02 0001835632 mrvl:OtherCountriesMember 2025-08-03 2025-11-01 0001835632 mrvl:OtherCountriesMember us-gaap:GeographicConcentrationRiskMember us-gaap:SalesRevenueNetMember 2025-08-03 2025-11-01 0001835632 mrvl:OtherCountriesMember 2024-08-04 2024-11-02 0001835632 mrvl:OtherCountriesMember us-gaap:GeographicConcentrationRiskMember us-gaap:SalesRevenueNetMember 2024-08-04 2024-11-02 0001835632 mrvl:OtherCountriesMember 2025-02-02 2025-11-01 0001835632 mrvl:OtherCountriesMember us-gaap:GeographicConcentrationRiskMember us-gaap:SalesRevenueNetMember 2025-02-02 2025-11-01 0001835632 mrvl:OtherCountriesMember 2024-02-04 2024-11-02 0001835632 mrvl:OtherCountriesMember us-gaap:GeographicConcentrationRiskMember us-gaap:SalesRevenueNetMember 2024-02-04 2024-11-02 0001835632 us-gaap:SalesChannelDirectlyToConsumerMember 2025-08-03 2025-11-01 0001835632 us-gaap:SalesChannelDirectlyToConsumerMember us-gaap:CustomerConcentrationRiskMember us-gaap:SalesRevenueNetMember 2025-08-03 2025-11-01 0001835632 us-gaap:SalesChannelDirectlyToConsumerMember 2024-08-04 2024-11-02 0001835632 us-gaap:SalesChannelDirectlyToConsumerMember us-gaap:CustomerConcentrationRiskMember us-gaap:SalesRevenueNetMember 2024-08-04 2024-11-02 0001835632 us-gaap:SalesChannelDirectlyToConsumerMember 2025-02-02 2025-11-01 0001835632 us-gaap:SalesChannelDirectlyToConsumerMember us-gaap:CustomerConcentrationRiskMember us-gaap:SalesRevenueNetMember 2025-02-02 2025-11-01 0001835632 us-gaap:SalesChannelDirectlyToConsumerMember 2024-02-04 2024-11-02 0001835632 us-gaap:SalesChannelDirectlyToConsumerMember us-gaap:CustomerConcentrationRiskMember us-gaap:SalesRevenueNetMember 2024-02-04 2024-11-02 0001835632 us-gaap:SalesChannelThroughIntermediaryMember 2025-08-03 2025-11-01 0001835632 us-gaap:SalesChannelThroughIntermediaryMember us-gaap:CustomerConcentrationRiskMember us-gaap:SalesRevenueNetMember 2025-08-03 2025-11-01 0001835632 us-gaap:SalesChannelThroughIntermediaryMember 2024-08-04 2024-11-02 0001835632 us-gaap:SalesChannelThroughIntermediaryMember us-gaap:CustomerConcentrationRiskMember us-gaap:SalesRevenueNetMember 2024-08-04 2024-11-02 0001835632 us-gaap:SalesChannelThroughIntermediaryMember 2025-02-02 2025-11-01 0001835632 us-gaap:SalesChannelThroughIntermediaryMember us-gaap:CustomerConcentrationRiskMember us-gaap:SalesRevenueNetMember 2025-02-02 2025-11-01 0001835632 us-gaap:SalesChannelThroughIntermediaryMember 2024-02-04 2024-11-02 0001835632 us-gaap:SalesChannelThroughIntermediaryMember us-gaap:CustomerConcentrationRiskMember us-gaap:SalesRevenueNetMember 2024-02-04 2024-11-02 0001835632 2024-02-04 2025-02-01 0001835632 us-gaap:DisposalGroupHeldforsaleNotDiscontinuedOperationsMember mrvl:MarvellTechnologysAutomotiveEthernetBusinessMember 2025-11-01 0001835632 us-gaap:DevelopedTechnologyRightsMember 2025-11-01 0001835632 us-gaap:DevelopedTechnologyRightsMember 2025-02-02 2025-11-01 0001835632 mrvl:CustomerContractsAndRelationshipsMember 2025-11-01 0001835632 mrvl:CustomerContractsAndRelationshipsMember 2025-02-02 2025-11-01 0001835632 us-gaap:TradeNamesMember 2025-11-01 0001835632 us-gaap:TradeNamesMember 2025-02-02 2025-11-01 0001835632 us-gaap:InProcessResearchAndDevelopmentMember 2025-11-01 0001835632 us-gaap:DevelopedTechnologyRightsMember 2025-02-01 0001835632 us-gaap:DevelopedTechnologyRightsMember 2024-02-04 2025-02-01 0001835632 mrvl:CustomerContractsAndRelationshipsMember 2025-02-01 0001835632 mrvl:CustomerContractsAndRelationshipsMember 2024-02-04 2025-02-01 0001835632 us-gaap:TradeNamesMember 2025-02-01 0001835632 us-gaap:TradeNamesMember 2024-02-04 2025-02-01 0001835632 us-gaap:InProcessResearchAndDevelopmentMember 2025-02-01 0001835632 srt:MinimumMember us-gaap:InProcessResearchAndDevelopmentMember 2025-02-02 2025-11-01 0001835632 srt:MaximumMember us-gaap:InProcessResearchAndDevelopmentMember 2025-02-02 2025-11-01 0001835632 us-gaap:BankTimeDepositsMember us-gaap:FairValueInputsLevel1Member 2025-11-01 0001835632 us-gaap:BankTimeDepositsMember us-gaap:FairValueInputsLevel2Member 2025-11-01 0001835632 us-gaap:BankTimeDepositsMember us-gaap:FairValueInputsLevel3Member 2025-11-01 0001835632 us-gaap:BankTimeDepositsMember 2025-11-01 0001835632 us-gaap:FairValueInputsLevel1Member 2025-11-01 0001835632 us-gaap:FairValueInputsLevel2Member 2025-11-01 0001835632 us-gaap:FairValueInputsLevel3Member 2025-11-01 0001835632 mrvl:SecuritiesUnderTheNonQualifiedDeferredCompensationPlanMember us-gaap:FairValueInputsLevel1Member 2025-11-01 0001835632 mrvl:SecuritiesUnderTheNonQualifiedDeferredCompensationPlanMember us-gaap:FairValueInputsLevel2Member 2025-11-01 0001835632 mrvl:SecuritiesUnderTheNonQualifiedDeferredCompensationPlanMember us-gaap:FairValueInputsLevel3Member 2025-11-01 0001835632 mrvl:SecuritiesUnderTheNonQualifiedDeferredCompensationPlanMember 2025-11-01 0001835632 mrvl:SeverancePayFundMember us-gaap:FairValueInputsLevel1Member 2025-11-01 0001835632 mrvl:SeverancePayFundMember us-gaap:FairValueInputsLevel2Member 2025-11-01 0001835632 mrvl:SeverancePayFundMember us-gaap:FairValueInputsLevel3Member 2025-11-01 0001835632 mrvl:SeverancePayFundMember 2025-11-01 0001835632 us-gaap:BankTimeDepositsMember us-gaap:FairValueInputsLevel1Member 2025-02-01 0001835632 us-gaap:BankTimeDepositsMember us-gaap:FairValueInputsLevel2Member 2025-02-01 0001835632 us-gaap:BankTimeDepositsMember us-gaap:FairValueInputsLevel3Member 2025-02-01 0001835632 us-gaap:BankTimeDepositsMember 2025-02-01 0001835632 us-gaap:FairValueInputsLevel1Member 2025-02-01 0001835632 us-gaap:FairValueInputsLevel2Member 2025-02-01 0001835632 us-gaap:FairValueInputsLevel3Member 2025-02-01 0001835632 us-gaap:SeniorNotesMember us-gaap:FairValueInputsLevel2Member 2025-11-01 0001835632 us-gaap:SeniorNotesMember us-gaap:FairValueInputsLevel2Member 2025-02-01 0001835632 mrvl:FiveYearTrancheLoanMember mrvl:TermLoanMember 2025-11-01 0001835632 mrvl:FiveYearTrancheLoanMember mrvl:TermLoanMember 2025-02-01 0001835632 mrvl:TermLoanMember 2025-11-01 0001835632 mrvl:TermLoanMember 2025-02-01 0001835632 mrvl:MTGAndMTISeniorNotesDueIn2028Member us-gaap:SeniorNotesMember 2025-11-01 0001835632 mrvl:MTG2028SeniorNotesMember us-gaap:SeniorNotesMember 2025-11-01 0001835632 mrvl:MTI2028SeniorNotesMember us-gaap:SeniorNotesMember 2025-11-01 0001835632 mrvl:MTGAndMTISeniorNotesDueIn2028Member us-gaap:SeniorNotesMember 2025-02-01 0001835632 mrvl:SeniorNotesDue2026Member us-gaap:SeniorNotesMember 2025-11-01 0001835632 mrvl:SeniorNotesDue2026Member us-gaap:SeniorNotesMember 2025-02-01 0001835632 mrvl:SeniorNotesDue2028Member us-gaap:SeniorNotesMember 2025-11-01 0001835632 mrvl:SeniorNotesDue2028Member us-gaap:SeniorNotesMember 2025-02-01 0001835632 mrvl:SeniorNotesDue2029Member us-gaap:SeniorNotesMember 2025-11-01 0001835632 mrvl:SeniorNotesDue2029Member us-gaap:SeniorNotesMember 2025-02-01 0001835632 mrvl:SeniorNotesDue2030Member us-gaap:SeniorNotesMember 2025-11-01 0001835632 mrvl:SeniorNotesDue2030Member us-gaap:SeniorNotesMember 2025-02-01 0001835632 mrvl:SeniorNotesDue2031Member us-gaap:SeniorNotesMember 2025-11-01 0001835632 mrvl:SeniorNotesDue2031Member us-gaap:SeniorNotesMember 2025-02-01 0001835632 mrvl:SeniorNotesDue2033Member us-gaap:SeniorNotesMember 2025-11-01 0001835632 mrvl:SeniorNotesDue2033Member us-gaap:SeniorNotesMember 2025-02-01 0001835632 mrvl:SeniorNotesDue2035Member us-gaap:SeniorNotesMember 2025-11-01 0001835632 mrvl:SeniorNotesDue2035Member us-gaap:SeniorNotesMember 2025-02-01 0001835632 us-gaap:SeniorNotesMember 2025-11-01 0001835632 us-gaap:SeniorNotesMember 2025-02-01 0001835632 mrvl:FiveYearTrancheLoanMember mrvl:TermLoanMember 2025-02-02 2025-08-02 0001835632 mrvl:FiveYearTrancheLoanMember mrvl:TermLoanMember 2025-02-02 2025-05-03 0001835632 mrvl:FiveYearTrancheLoanMember mrvl:TermLoanMember 2025-05-04 2025-08-02 0001835632 mrvl:FiveYearTrancheLoanMember mrvl:TermLoanMember 2025-08-02 0001835632 us-gaap:RevolvingCreditFacilityMember mrvl:A2025RevolvingCreditFacilityMember us-gaap:LineOfCreditMember 2025-06-30 0001835632 us-gaap:RevolvingCreditFacilityMember mrvl:A2025RevolvingCreditFacilityMember us-gaap:LineOfCreditMember 2025-06-30 2025-06-30 0001835632 us-gaap:RevolvingCreditFacilityMember mrvl:A2025RevolvingCreditFacilityMember us-gaap:LineOfCreditMember 2025-06-30 2025-11-01 0001835632 us-gaap:RevolvingCreditFacilityMember mrvl:A2025RevolvingCreditFacilityMember us-gaap:LineOfCreditMember 2025-05-04 2025-08-02 0001835632 mrvl:SeniorNotesDue2030Member us-gaap:SeniorNotesMember 2025-06-30 0001835632 mrvl:SeniorNotesDue2035Member us-gaap:SeniorNotesMember 2025-06-30 0001835632 mrvl:SeniorNotesDue2030Member us-gaap:SeniorNotesMember 2025-06-30 2025-06-30 0001835632 mrvl:SeniorNotesDue2035Member us-gaap:SeniorNotesMember 2025-06-30 2025-06-30 0001835632 us-gaap:SeniorNotesMember 2025-06-30 2025-06-30 0001835632 us-gaap:CostOfSalesMember 2025-08-03 2025-11-01 0001835632 us-gaap:CostOfSalesMember 2024-08-04 2024-11-02 0001835632 us-gaap:CostOfSalesMember 2025-02-02 2025-11-01 0001835632 us-gaap:CostOfSalesMember 2024-02-04 2024-11-02 0001835632 us-gaap:OperatingExpenseMember 2025-08-03 2025-11-01 0001835632 us-gaap:OperatingExpenseMember 2024-08-04 2024-11-02 0001835632 us-gaap:OperatingExpenseMember 2025-02-02 2025-11-01 0001835632 us-gaap:OperatingExpenseMember 2024-02-04 2024-11-02 0001835632 mrvl:AcquiredIntangibleAssetsMember 2025-08-03 2025-11-01 0001835632 mrvl:AcquiredIntangibleAssetsMember 2024-08-04 2024-11-02 0001835632 mrvl:AcquiredIntangibleAssetsMember 2025-02-02 2025-11-01 0001835632 mrvl:AcquiredIntangibleAssetsMember 2024-02-04 2024-11-02 0001835632 us-gaap:IntellectualPropertyMember 2025-08-03 2025-11-01 0001835632 us-gaap:IntellectualPropertyMember 2024-08-04 2024-11-02 0001835632 us-gaap:IntellectualPropertyMember 2025-02-02 2025-11-01 0001835632 us-gaap:IntellectualPropertyMember 2024-02-04 2024-11-02 0001835632 us-gaap:InventoriesMember 2025-08-03 2025-11-01 0001835632 us-gaap:InventoriesMember 2024-08-04 2024-11-02 0001835632 us-gaap:InventoriesMember 2025-02-02 2025-11-01 0001835632 us-gaap:InventoriesMember 2024-02-04 2024-11-02 0001835632 us-gaap:PropertyPlantAndEquipmentMember 2025-08-03 2025-11-01 0001835632 us-gaap:PropertyPlantAndEquipmentMember 2024-08-04 2024-11-02 0001835632 us-gaap:PropertyPlantAndEquipmentMember 2025-02-02 2025-11-01 0001835632 us-gaap:PropertyPlantAndEquipmentMember 2024-02-04 2024-11-02 0001835632 us-gaap:OtherNoncurrentAssetsMember 2025-08-03 2025-11-01 0001835632 us-gaap:OtherNoncurrentAssetsMember 2024-08-04 2024-11-02 0001835632 us-gaap:OtherNoncurrentAssetsMember 2025-02-02 2025-11-01 0001835632 us-gaap:OtherNoncurrentAssetsMember 2024-02-04 2024-11-02 0001835632 us-gaap:ContractTerminationMember 2025-08-03 2025-11-01 0001835632 us-gaap:ContractTerminationMember 2024-08-04 2024-11-02 0001835632 us-gaap:ContractTerminationMember 2025-02-02 2025-11-01 0001835632 us-gaap:ContractTerminationMember 2024-02-04 2024-11-02 0001835632 us-gaap:EmployeeSeveranceMember 2025-02-01 0001835632 us-gaap:OtherRestructuringMember 2025-02-01 0001835632 us-gaap:EmployeeSeveranceMember 2025-02-02 2025-11-01 0001835632 us-gaap:OtherRestructuringMember 2025-02-02 2025-11-01 0001835632 us-gaap:EmployeeSeveranceMember 2025-11-01 0001835632 us-gaap:OtherRestructuringMember 2025-11-01 0001835632 us-gaap:AccruedLiabilitiesMember 2025-11-01 0001835632 us-gaap:AccountsPayableMember 2025-11-01 0001835632 mrvl:PurchaseCommitmentsToFoundriesAndTestAndAssemblyPartnersMember 2025-11-01 0001835632 mrvl:TechnologyServicesAndLicenseAgreementMember 2025-11-01 0001835632 us-gaap:CapitalAdditionsMember 2025-11-01 0001835632 srt:MinimumMember mrvl:ManufacturingSupplyCapacityReservationAgreementsMember 2025-02-02 2025-11-01 0001835632 srt:MaximumMember mrvl:ManufacturingSupplyCapacityReservationAgreementsMember 2025-02-02 2025-11-01 0001835632 mrvl:ManufacturingSupplyCapacityReservationAgreementsMember 2025-02-02 2025-11-01 0001835632 mrvl:ManufacturingSupplyCapacityReservationAgreementsMember 2025-11-01 0001835632 mrvl:TechnologyServicesAndLicenseAgreementMember 2021-09-01 2021-09-30 0001835632 mrvl:TechnologyServicesAndLicenseAgreementMember 2024-11-02 0001835632 us-gaap:StockCompensationPlanMember 2025-08-03 2025-11-01 0001835632 us-gaap:StockCompensationPlanMember 2024-08-04 2024-11-02 0001835632 us-gaap:StockCompensationPlanMember 2025-02-02 2025-11-01 0001835632 us-gaap:StockCompensationPlanMember 2024-02-04 2024-11-02 0001835632 mrvl:ReportableSegmentMember 2025-08-03 2025-11-01 0001835632 mrvl:ReportableSegmentMember 2024-08-04 2024-11-02 0001835632 mrvl:ReportableSegmentMember 2025-02-02 2025-11-01 0001835632 mrvl:ReportableSegmentMember 2024-02-04 2024-11-02 0001835632 us-gaap:MachineryAndEquipmentMember 2025-11-01 0001835632 us-gaap:MachineryAndEquipmentMember 2025-02-01 0001835632 us-gaap:LandBuildingsAndImprovementsMember 2025-11-01 0001835632 us-gaap:LandBuildingsAndImprovementsMember 2025-02-01 0001835632 us-gaap:SoftwareAndSoftwareDevelopmentCostsMember 2025-11-01 0001835632 us-gaap:SoftwareAndSoftwareDevelopmentCostsMember 2025-02-01 0001835632 us-gaap:FurnitureAndFixturesMember 2025-11-01 0001835632 us-gaap:FurnitureAndFixturesMember 2025-02-01 0001835632 us-gaap:AccumulatedGainLossNetCashFlowHedgeParentMember 2025-02-01 0001835632 us-gaap:AccumulatedGainLossNetCashFlowHedgeParentMember 2025-02-02 2025-11-01 0001835632 us-gaap:AccumulatedGainLossNetCashFlowHedgeParentMember 2025-11-01 0001835632 us-gaap:AccumulatedGainLossNetCashFlowHedgeParentMember 2024-02-03 0001835632 us-gaap:AccumulatedGainLossNetCashFlowHedgeParentMember 2024-02-04 2024-11-02 0001835632 us-gaap:AccumulatedGainLossNetCashFlowHedgeParentMember 2024-11-02 0001835632 2016-11-17 0001835632 2016-11-16 0001835632 2018-10-16 0001835632 2024-03-07 0001835632 2025-09-24 0001835632 2025-09-24 2025-09-24 0001835632 us-gaap:SubsequentEventMember 2025-11-21 2025-11-21 0001835632 mrvl:CelestialAIInc.Member us-gaap:SubsequentEventMember 2025-12-02 2025-12-02 0001835632 mrvl:CelestialAIInc.Member us-gaap:SubsequentEventMember 2025-12-02 0001835632 us-gaap:SubsequentEventMember 2025-12-02 0001835632 mrvl:MatthewJ.MurphyMember mrvl:MatthewJ.MurphySeptember2025PlanMember 2025-08-03 2025-11-01 0001835632 mrvl:MatthewJ.MurphyMember mrvl:MatthewJ.MurphySeptember2025PlanMember 2025-11-01 0001835632 mrvl:MatthewJ.MurphyMember mrvl:MatthewJ.MurphyDecember2025PlanMember 2025-08-03 2025-11-01 0001835632 mrvl:MatthewJ.MurphyMember mrvl:MatthewJ.MurphyDecember2025PlanMember 2025-11-01 0001835632 mrvl:SandeepBharathiMember 2025-08-03 2025-11-01 0001835632 mrvl:SandeepBharathiMember 2025-11-01 0001835632 mrvl:WillemMeintjesMember 2025-08-03 2025-11-01 0001835632 mrvl:WillemMeintjesMember 2025-11-01 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended November 1, 2025 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-40357 MARVELL TECHNOLOGY, INC . (Exact name of registrant as specified in its charter) Delaware 85-3971597 (State or other jurisdiction of incorporation or organization) (I.R.S. Employer Identification No.) 1000 N. West Street, Suite 1200 Wilmington , Delaware 19801 ( 302 ) 295-4840 (Address of principal executive offices, zip code and registrant’s telephone number, including area code) Securities registered pursuant to Section 12(b) of the Act: Title of each class Trading Symbol(s) Name of each exchange on which registered Common Stock, par value $0.002 per share MRVL The Nasdaq Global Select Market Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. ☒ Yes ☐ No Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). ☒ Yes ☐ No Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act. Large accelerated filer ☒ Accelerated filer ☐ Non-accelerated filer ¨ Smaller reporting company ☐ Emerging growth company ☐ If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐ Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). ☐ Yes ☒ No The number of shares of common stock of the registrant outstanding as of November 26, 2025 was 848.1 million. Table of Contents TABLE OF CONTENTS Page PART I. FINANCIAL INFORMATION Item 1. Financial Statements: Unaudited Condensed Consolidated Balance Sheets as of November 1 , 2025 and February 1, 2025 2 Unaudited Condensed Consolidated Statements of Operations for the three and nine months ended Nove mber 1 , 2025 and November 2 , 2024 3 Unaudited Condensed Consolidated Statements of Comprehensive Income (Loss) for the three and nine months ended November 1 , 2025 and November 2 , 2024 4 Unaudited Condensed Consolidated Statements of Stockholders’ Equity for the three and nine months ended November 1 , 2025 and November 2 , 2024 5 Unaudited Condensed Consolidated Statements of Cash Flows for the nine months ended November 1 , 2025 and November 2 , 2024 7 Notes to Unaudited Condensed Consolidated Financial Statements 8 Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations 25 Item 3. Quantitative and Qualitative Disclosures About Market Risk 34 Item 4. Controls and Procedures 35 PART II. OTHER INFORMATION Item 1. Legal Proceedings 36 Item 1A. Risk Factors 36 Item 2. Unregistered Sales of Equity Securities and Use of Proceeds 63 Item 5. Other Information 65 Item 6. Exhibits 66 Signatures 70 1 Table of Contents PART I: FINANCIAL INFORMATION Item 1. Financial Statements MARVELL TECHNOLOGY, INC. UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEETS (In millions, except par value per share) November 1, 2025 February 1, 2025 ASSETS Current assets: Cash and cash equivalents $ 2,714.5 $ 948.3 Accounts receivable, net 1,546.3 1,028.4 Inventories 1,014.5 1,029.7 Prepaid expenses and other current assets 237.2 113.9 Total current assets 5,512.5 3,120.3 Property and equipment, net 854.8 790.5 Goodwill 11,062.2 11,586.9 Acquired intangible assets, net 1,978.3 2,710.6 Deferred tax assets 403.5 401.2 Other non-current assets 1,767.7 1,595.0 Total assets $ 21,579.0 $ 20,204.5 LIABILITIES AND STOCKHOLDERS’ EQUITY Current liabilities: Accounts payable $ 633.7 $ 622.2 Accrued liabilities 1,351.1 972.6 Accrued employee compensation 252.4 302.5 Short-term debt 499.5 129.5 Total current liabilities 2,736.7 2,026.8 Long-term debt 3,969.4 3,934.3 Other non-current liabilities 816.3 816.4 Total liabilities 7,522.4 6,777.5 Commitments and contingencies (Note 8) Stockholders’ equity: Common stock, $ 0.002 par value 1.7 1.7 Additional paid-in capital 13,044.0 14,534.1 Accumulated other comprehensive income 0.4 0.4 Retained earnings (Accumulated deficit) 1,010.5 ( 1,109.2 ) Total stockholders’ equity 14,056.6 13,427.0 Total liabilities and stockholders’ equity $ 21,579.0 $ 20,204.5 See accompanying notes to unaudited condensed consolidated financial statements 2 Table of Contents MARVELL TECHNOLOGY, INC. UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (In millions, except per share amounts) Three Months Ended Nine Months Ended November 1, 2025 November 2, 2024 November 1, 2025 November 2, 2024 Net revenue $ 2,074.5 $ 1,516.1 $ 5,975.9 $ 3,949.9 Cost of goods sold 1,004.7 1,166.7 2,943.1 2,485.1 Gross profit 1,069.8 349.4 3,032.8 1,464.8 Operating expenses: Research and development 512.5 488.6 1,539.2 1,451.4 Selling, general and administrative 189.9 205.3 569.1 602.5 Restructuring related charges, net 9.6 358.3 6.0 366.4 Total operating expenses 712.0 1,052.2 2,114.3 2,420.3 Operating income (loss) 357.8 ( 702.8 ) 918.5 ( 955.5 ) Interest expense ( 51.2 ) ( 47.2 ) ( 151.8 ) ( 144.4 ) Interest income and other, net 1,908.8 ( 0.5 ) 1,898.3 5.4 Interest and other income (loss), net 1,857.6 ( 47.7 ) 1,746.5 ( 139.0 ) Income (loss) before income taxes 2,215.4 ( 750.5 ) 2,665.0 ( 1,094.5 ) Provision (benefit) for income taxes 314.1 ( 74.2 ) 391.0 ( 9.3 ) Net income (loss) $ 1,901.3 $ ( 676.3 ) $ 2,274.0 $ ( 1,085.2 ) Net income (loss) per share — basic $ 2.22 $ ( 0.78 ) $ 2.64 $ ( 1.25 ) Net income (loss) per share — diluted $ 2.20 $ ( 0.78 ) $ 2.61 $ ( 1.25 ) Weighted-average shares: Basic 855.8 865.7 861.1 865.5 Diluted 863.7 865.7 869.9 865.5 See accompanying notes to unaudited condensed consolidated financial statements 3 Table of Contents MARVELL TECHNOLOGY, INC. UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS) (In millions) Three Months Ended Nine Months Ended November 1, 2025 November 2, 2024 November 1, 2025 November 2, 2024 Net income (loss) $ 1,901.3 $ ( 676.3 ) $ 2,274.0 $ ( 1,085.2 ) Other comprehensive income (loss), net of tax Net change in unrealized gain (loss) on cash flow hedges ( 0.2 ) 0.1 — ( 1.4 ) Other comprehensive income (loss), net of tax ( 0.2 ) 0.1 — ( 1.4 ) Comprehensive income (loss), net of tax $ 1,901.1 $ ( 676.2 ) $ 2,274.0 $ ( 1,086.6 ) See accompanying notes to unaudited condensed consolidated financial statements 4 Table of Contents MARVELL TECHNOLOGY, INC. UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY (In millions, except per share amounts) Common Stock Additional Paid-in Capital Accumulated Other Comprehensive Income (Loss) Retained Earnings (Accumulated Deficit) Shares Amount Total Balance at February 1, 2025 866.0 $ 1.7 $ 14,534.1 $ 0.4 $ ( 1,109.2 ) $ 13,427.0 Issuance of common stock in connection with equity incentive plans 1.8 — 0.6 — — 0.6 Tax withholdings related to net share settlement of restricted stock units — — ( 50.2 ) — — ( 50.2 ) Stock-based compensation — — 142.9 — — 142.9 Repurchases of common stock ( 5.6 ) — ( 340.0 ) — — ( 340.0 ) Vestings of common stock in connection with customer warrant — — 6.8 — — 6.8 Cash dividends declared and paid ($ 0.06 per share) — — — — ( 51.8 ) ( 51.8 ) Net income — — — — 177.9 177.9 Other comprehensive loss — — — ( 0.5 ) — ( 0.5 ) Balance at May 3, 2025 862.2 $ 1.7 $ 14,294.2 $ ( 0.1 ) $ ( 983.1 ) $ 13,312.7 Issuance of common stock in connection with equity incentive plans 2.6 — 50.5 — — 50.5 Tax withholdings related to net share settlement of restricted stock units — — ( 50.7 ) — — ( 50.7 ) Stock-based compensation — — 153.1 — — 153.1 Repurchases of common stock ( 2.7 ) — ( 200.0 ) — — ( 200.0 ) Vestings of common stock in connection with customer warrant — — 12.3 — — 12.3 Cash dividends declared and paid ($ 0.06 per share) — — — — ( 51.7 ) ( 51.7 ) Net income — — — — 194.8 194.8 Other comprehensive income — — — 0.7 — 0.7 Balance at August 2, 2025 862.1 $ 1.7 $ 14,259.4 $ 0.6 $ ( 840.0 ) $ 13,421.7 Issuance of common stock in connection with equity incentive plans 1.5 — 0.4 — — 0.4 Tax withholdings related to net share settlement of restricted stock units — — ( 62.5 ) — — ( 62.5 ) Stock-based compensation — — 152.2 — — 152.2 Repurchases of common stock, including excise tax ( 15.0 ) — ( 1,312.2 ) — — ( 1,312.2 ) Vestings of common stock in connection with customer warrant — — 6.7 — — 6.7 Cash dividends declared and paid ($ 0.06 per share) — — — — ( 50.8 ) ( 50.8 ) Net income — — — — 1,901.3 1,901.3 Other comprehensive loss — — — ( 0.2 ) — ( 0.2 ) Balance at November 1, 2025 848.6 $ 1.7 $ 13,044.0 $ 0.4 $ 1,010.5 $ 14,056.6 5 Table of Contents MARVELL TECHNOLOGY, INC. UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY - (Continued) (In millions, except per share amounts) Common Stock Additional Paid-in Capital Accumulated Other Comprehensive Income (Loss) Accumulated Deficit Shares Amount Total Balance at February 3, 2024 865.5 $ 1.7 $ 14,845.3 $ 1.1 $ ( 16.7 ) $ 14,831.4 Issuance of common stock in connection with equity incentive plans 2.2 — 2.2 — — 2.2 Tax withholdings related to net share settlement of restricted stock units — — ( 74.1 ) — — ( 74.1 ) Stock-based compensation — — 137.3 — — 137.3 Repurchases of common stock ( 2.2 ) — ( 150.0 ) — — ( 150.0 ) Cash dividends declared and paid ($ 0.06 per share) — — — — ( 51.8 ) ( 51.8 ) Net loss — — — — ( 215.6 ) ( 215.6 ) Other comprehensive loss — — — ( 0.7 ) — ( 0.7 ) Balance at May 4, 2024 865.5 $ 1.7 $ 14,760.7 $ 0.4 $ ( 284.1 ) $ 14,478.7 Issuance of common stock in connection with equity incentive plans 3.2 — 49.3 — — 49.3 Tax withholdings related to net share settlement of restricted stock units — — ( 57.6 ) — — ( 57.6 ) Stock-based compensation — — 155.5 — — 155.5 Repurchases of common stock ( 2.5 ) — ( 175.0 ) — — ( 175.0 ) Cash dividends declared and paid ($ 0.06 per share) — — — — ( 51.9 ) ( 51.9 ) Net loss — — — — ( 193.3 ) ( 193.3 ) Other comprehensive loss — — — ( 0.8 ) — ( 0.8 ) Balance at August 3, 2024 866.2 $ 1.7 $ 14,732.9 $ ( 0.4 ) $ ( 529.3 ) $ 14,204.9 Issuance of common stock in connection with equity incentive plans 1.6 — 0.9 — — 0.9 Tax withholdings related to net share settlement of restricted stock units — — ( 58.6 ) — — ( 58.6 ) Stock-based compensation — — 153.8 — — 153.8 Repurchases of common stock ( 2.6 ) — ( 200.0 ) — — ( 200.0 ) Cash dividends declared and paid ($ 0.06 per share) — — — — ( 51.9 ) ( 51.9 ) Net loss — — — — ( 676.3 ) ( 676.3 ) Other comprehensive income — — — 0.1 — 0.1 Balance at November 2, 2024 865.2 $ 1.7 $ 14,629.0 $ ( 0.3 ) $ ( 1,257.5 ) $ 13,372.9 See accompanying notes to unaudited condensed consolidated financial statements 6 Table of Contents MARVELL TECHNOLOGY, INC. UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (In millions) Nine Months Ended November 1, 2025 November 2, 2024 Cash flows from operating activities: Net income (loss) $ 2,274.0 $ ( 1,085.2 ) Adjustments to reconcile net income (loss) to net cash provided by operating activities: Depreciation and amortization 255.2 225.5 Stock-based compensation 447.8 449.8 Amortization of acquired intangible assets 718.4 805.5 Restructuring related charges (gains), net ( 14.0 ) 524.1 Deferred income taxes ( 2.2 ) ( 106.2 ) Gain on sale of business ( 1,830.4 ) — Other expense, net 85.1 42.1 Changes in assets and liabilities, net of acquisitions: Accounts receivable ( 518.0 ) 123.7 Prepaid expenses and other assets ( 283.5 ) 176.2 Inventories ( 19.3 ) ( 60.2 ) Accounts payable ( 79.1 ) 109.8 Accrued employee compensation ( 68.0 ) 11.9 Accrued liabilities and other non-current liabilities 410.8 ( 49.8 ) Net cash provided by operating activities 1,376.8 1,167.2 Cash flows from investing activities: Purchases of technology licenses ( 3.4 ) ( 6.2 ) Purchases of property and equipment ( 239.8 ) ( 214.7 ) Proceeds from sales of property and equipment 27.4 0.5 Acquisitions, net of cash acquired — ( 10.4 ) Net proceeds from sale of business 2,478.6 — Other, net ( 42.9 ) 0.4 Net cash provided by (used in) investing activities 2,219.9 ( 230.4 ) Cash flows from financing activities: Repurchases of common stock ( 1,840.0 ) ( 525.0 ) Proceeds from employee stock plans 51.5 52.4 Tax withholding paid on behalf of employees for net share settlement ( 163.4 ) ( 190.3 ) Dividend payments to stockholders ( 154.3 ) ( 155.6 ) Payments on technology license obligations ( 102.0 ) ( 124.4 ) Proceeds from borrowings 1,198.6 — Principal payments of debt ( 790.6 ) ( 76.6 ) Other, net ( 30.3 ) — Net cash used in financing activities ( 1,830.5 ) ( 1,019.5 ) Net increase (decrease) in cash and cash equivalents 1,766.2 ( 82.7 ) Cash and cash equivalents at beginning of period 948.3 950.8 Cash and cash equivalents at end of period $ 2,714.5 $ 868.1 See accompanying notes to unaudited condensed consolidated financial statements 7 Table of Contents MARVELL TECHNOLOGY, INC. NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS Note 1. Basis of Presentation The unaudited condensed consolidated financial statements of Marvell Technology, Inc. (“MTI”), a Delaware corporation, and its wholly owned subsidiaries (the “Company”), as of and for the three and nine months ended November 1, 2025, have been prepared as required by the U.S. Securities and Exchange Commission (the “SEC”). Certain information and footnote disclosures normally included in financial statements prepared in accordance with U.S. generally accepted accounting principles (“U.S. GAAP”) have been condensed or omitted as permitted by the SEC. These unaudited condensed consolidated financial statements and related notes should be read in conjunction with the Company’s fiscal 2025 audited financial statements included in the Company’s Annual Report on Form 10-K for the fiscal year ended February 1, 2025. In the opinion of management, the financial statements include all adjustments, including normal recurring adjustments and other adjustments, that are considered necessary for fair presentation of the Company’s financial position and results of operations. All inter-company accounts and transactions have been eliminated. Operating results for the periods presented herein are not necessarily indicative of the results that may be expected for the entire year. Certain prior period amounts have been reclassified to conform to current period presentation. These financial statements should also be read in conjunction with the Company’s critical accounting policies included in the Company’s Annual Report on Form 10-K for the fiscal year ended February 1, 2025 and those included in this Quarterly Report on Form 10-Q below. All dollar amounts in the financial statements and tables in these notes, except per share amounts, are stated in millions of U.S. dollars unless otherwise noted. The Company’s fiscal year is the 52- or 53-week period ending on the Saturday closest to January 31. Accordingly, every fifth or sixth fiscal year will have a 53-week period. The additional week in a 53-week year is added to the fourth quarter, making such quarter consist of 14 weeks. Fiscal 2025 had a 52-week year. Fiscal 2026 is a 52-week year. On August 14, 2025, the Company completed the sale of its automotive ethernet business to Infineon Technologies AG for $ 2.5 billion in cash. During the three months ended November 1, 2025, the Company recorded a pre-tax gain on sale of $ 1.8 billion, which is included in interest income and other, net in the Unaudited Condensed Consolidated Statements of Operations. Use of Estimates The preparation of condensed consolidated financial statements in conformity with U.S. GAAP requires management to make estimates, judgments and assumptions that affect the reported amounts of assets, liabilities, revenues and expenses, and related disclosure of contingent assets and liabilities. On an ongoing basis, the Company evaluates its estimates, including those related to revenue recognition, provisions for sales returns and allowances, inventory excess and obsolescence, goodwill and other intangible assets, restructuring, government incentives, income taxes, litigation and other contingencies. Actual results could differ from these estimates and such differences could affect the results of operations reported in future periods. In the current macroeconomic environment, these estimates could require increased judgment and carry a higher degree of variability and volatility. As events continue to evolve and additional information becomes available, these estimates may change materially in future periods. Note 2. Recent Accounting Pronouncements Accounting Pronouncements Not Yet Effective In December 2023, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures to improve income tax disclosures to enhance transparency and decision usefulness of income tax disclosure. This ASU will be effective for the Company’s annual reporting for fiscal 2026 on a prospective basis, with retrospective application permitted. Adoption of this new guidance will result in enhanced cash tax and effective tax rate disclosures in the Notes to Consolidated Financial Statements. The Company is evaluating the impact that this new standard will have on the Company’s consolidated financial statement disclosures. The Company does not expect the adoption of this new standard to have a material effect on the Company’s results of operations or financial condition. In November 2024, the FASB issued ASU 2024-03, Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-40): 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. 8 Table of Contents MARVELL TECHNOLOGY, INC. NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS ‑ (Continued) In May 2025, the FASB issued ASU 2025-04, Compensation—Stock Compensation (Topic 718) and Revenue from Contracts with Customers (Topic 606): 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. Note 3. Revenue Disaggregation of Revenue The majority of the Company’s revenue is generated from sales of the Company’s products. The following table summarizes net revenue disaggregated by end market (in millions, except percentages): Three Months Ended Nine Months Ended November 1, 2025 % of Total November 2, 2024 % of Total November 1, 2025 % of Total November 2, 2024 % of Total Net revenue by end market: Data center $ 1,517.9 73 % $ 1,101.1 73 % $ 4,449.0 75 % $ 2,798.4 71 % Enterprise networking 237.2 11 % 150.9 10 % 608.3 10 % 455.0 12 % Carrier infrastructure 167.8 8 % 84.7 6 % 436.3 7 % 232.4 6 % Consumer 116.6 6 % 96.5 6 % 295.6 5 % 227.4 6 % Automotive/industrial 35.0 2 % 82.9 5 % 186.7 3 % 236.7 5 % $ 2,074.5 $ 1,516.1 $ 5,975.9 $ 3,949.9 The following table summarizes net revenue disaggregated by primary geographical market based on destination of shipment (in millions, except percentages): Three Months Ended Nine Months Ended November 1, 2025 % of Total November 2, 2024 % of Total November 1, 2025 % of Total November 2, 2024 % of Total Net revenue based on destination of shipment: China $ 838.7 40 % $ 658.4 43 % $ 2,131.0 36 % $ 1,774.8 45 % Taiwan 318.9 15 % 198.5 13 % 1,187.4 20 % 279.6 7 % United States 294.3 14 % 256.0 17 % 910.3 15 % 675.4 17 % Other 622.6 31 % 403.2 27 % 1,747.2 29 % 1,220.1 31 % $ 2,074.5 $ 1,516.1 $ 5,975.9 $ 3,949.9 These destinations of shipment are not necessarily indicative of the geographic location of the Company’s end customers or the country in which the Company’s end customers sell devices containing the Company’s products. For example, a substantial majority of the shipments made to China relate to sales to non-China based customers that have factories or contract manufacturing operations located within China. 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. 9 Table of Contents MARVELL TECHNOLOGY, INC. NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS ‑ (Continued) The following table summarizes net revenue disaggregated by customer type (in millions, except percentages): Three Months Ended Nine Months Ended November 1, 2025 % of Total November 2, 2024 % of Total November 1, 2025 % of Total November 2, 2024 % of Total Net revenue by customer type: Direct customers $ 1,145.7 55 % $ 895.4 59 % $ 3,406.4 57 % $ 2,229.2 56 % Distributors 928.8 45 % 620.7 41 % 2,569.5 43 % 1,720.7 44 % $ 2,074.5 $ 1,516.1 $ 5,975.9 $ 3,949.9 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 nine months ended November 1, 2025 that was included in the deferred revenue balance at February 1, 2025 was not material. As of the end of a reporting period, some of the performance obligations associated with contracts will have been unsatisfied or only partially satisfied. The Company has elected the practical expedient and does not disclose the value of unsatisfied performance obligations for contracts with an original expected duration of one year or less. Customer Warrant During fiscal 2025, the Company issued a warrant to a customer for the purchase of up to 4.2 million shares (“Warrant Shares”) of the Company’s common stock at an exercise price of $ 87.77 per share. The warrant has an exercise term of seven years and a vesting term of five years . The Warrant Shares vest primarily based on the customer’s achievement of qualifying product revenue milestones and are recognized as a reduction to revenue as qualifying revenues are recognized during the five year vesting term. The grant date fair value of the Warrant was determined to be $ 54.44 per share and a total fair value of $ 227.6 million using the Black-Scholes option pricing model. A total of 0.4 million Warrant Shares were vested as of November 1, 2025. Note 4. 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 November 1, 2025 and February 1, 2025 was $ 11.1 billion and $ 11.6 billion, respectively. On August 14, 2025, the Company completed the sale of its automotive ethernet business to Infineon Technologies AG. In connection with the transaction, during the quarter ended November 1, 2025, the Company derecognized $ 524.7 million of goodwill, which was previously classified as assets held for sale based on the relative fair value of the automotive ethernet business. See “Note 1 – Basis of Presentation” for discussion of the automotive ethernet business divestiture. 10 Table of Contents MARVELL TECHNOLOGY, INC. NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS ‑ (Continued) Acquired Intangible Assets, Net As of November 1, 2025 and February 1, 2025, net carrying amounts excluding fully amortized intangible assets are as follows (in millions, except for weighted-average remaining amortization period): November 1, 2025 Gross Carrying Amounts Accumulated Amortization and Impairment Net Carrying Amounts Weighted-Average Remaining Amortization Period (Years) Developed technologies $ 4,722.0 $ ( 3,516.2 ) $ 1,205.8 3.3 Customer contracts and related relationships 2,001.0 ( 1,555.2 ) 445.8 1.7 Trade names 50.0 ( 45.3 ) 4.7 0.5 Total acquired amortizable intangible assets $ 6,773.0 $ ( 5,116.7 ) $ 1,656.3 2.9 In-process research and development 322.0 — 322.0 n/a Total acquired intangible assets $ 7,095.0 $ ( 5,116.7 ) $ 1,978.3 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 7 – Restructuring” for further information. The intangible assets are amortized on a straight-line basis over the estimated useful lives, except for certain customer contracts and related relationships, which are amortized using an accelerated method of amortization over the expected customer lives, which more closely align with the pattern of realization of economic benefits expected to be obtained. The in-process research and development (“IPR&D”) will be accounted for as an indefinite-lived intangible asset and will not be amortized until the underlying project reaches technological feasibility and commercial production, at which point, the IPR&D is reclassified as an amortizable acquired intangible asset and amortized over the asset’s estimated useful life. Useful lives for these IPR&D projects are expected to range between 8 to 9 years. In the event the IPR&D is abandoned, the related assets will be written off. Amortization expense for acquired intangible assets for the three and nine months ended November 1, 2025 was $ 229.0 million and $ 718.4 million, respectively. Amortization expense for acquired intangible assets for the three and nine months ended November 2, 2024 was $ 264.9 million and $ 805.5 million, respectively. 11 Table of Contents MARVELL TECHNOLOGY, INC. NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS ‑ (Continued) The following table presents the estimated future amortization expense of acquired amortizable intangible assets as of November 1, 2025 (in millions): Fiscal Year Amount Remainder of 2026 $ 223.3 2027 811.3 2028 282.1 2029 129.0 2030 106.8 Thereafter 103.8 $ 1,656.3 Note 5. 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 November 1, 2025 Level 1 Level 2 Level 3 Total Items measured at fair value on a recurring basis: Assets Cash equivalents: Time deposits $ — $ 686.1 $ — $ 686.1 Prepaid expenses and other current assets: Foreign currency forward contracts — 0.6 — 0.6 Other non-current assets: Marketable equity investments 15.8 — — 15.8 Securities under the NQDC plan 3.0 — — 3.0 Severance pay fund — 0.7 — 0.7 Total assets $ 18.8 $ 687.4 $ — $ 706.2 12 Table of Contents MARVELL TECHNOLOGY, INC. NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS ‑ (Continued) The carrying value of investments in non-marketable equity securities recorded to fair value on a non-recurring basis is adjusted for observable transactions for identical or similar investments of the same issuer or for impairment. These securities relate to equity investments in privately-held companies. These items measured at fair value on a non-recurring basis are classified as Level 3 in the fair value hierarchy because the value is estimated based on valuation methods using the observable transaction price at the transaction date and other unobservable inputs such as volatility, rights and obligations of the securities held. As of November 1, 2025 and February 1, 2025, non-marketable equity investments had a carrying value of $ 128.4 million and $ 48.2 million, respectively, and are included in other non-current assets in the Company’s unaudited condensed consolidated balance sheets. Unrealized net gain including observable price changes for the three and nine months ended November 1, 2025 was $ 42.7 million and $ 37.4 million, respectively. Unrealized net gain for the three and nine months ended November 2, 2024 was no t material. Fair Value Measurements at February 1, 2025 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 Fair Value of Debt The Company classified the 2026 Senior Notes, 2028 Senior Notes, 2029 Senior Notes, 2030 Senior Notes, 2031 Senior Notes, 2033 Senior Notes and 2035 Senior Notes as Level 2 in the fair value measurement hierarchy. The estimated aggregate fair value of the unsecured senior notes was $ 4.5 billion at November 1, 2025 and $ 3.4 billion at February 1, 2025, and were classified as Level 2 as there are quoted prices from less active markets for the notes. See “Note 6 – Debt” for additional information. 13 Table of Contents MARVELL TECHNOLOGY, INC. NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS ‑ (Continued) Note 6. Debt Summary of Borrowings and Outstanding Debt The following table summarizes the Company’s outstanding debt at November 1, 2025 and February 1, 2025 (in millions): Effective Interest Rate November 1, 2025 February 1, 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 ( 31.0 ) ( 26.7 ) Net carrying amount of debt $ 4,468.9 $ 4,063.8 Less: Current portion (1) 499.5 129.5 Non-current portion $ 3,969.4 $ 3,934.3 (1) As of November 1, 2025, the current portion of outstanding debt that is due within twelve months includes the 2026 Senior Notes. The Company intends to repay the current balance with operating cash flows. The weighted-average interest rate on short-term debt outstanding at November 1, 2025 and February 1, 2025 was 1.650 % and 5.785 %, respectively. 2026 Term Loan The Company’s 2026 Term Loan (the “ 5-Year Tranche Loan”) had a stated floating interest rate which equated to an adjusted term Secured Overnight Financing Rate (“SOFR”) + 137.5 bps. During the first quarter of fiscal 2026, the Company repaid $ 32.8 million of the principal outstanding of the 5-Year Tranche Loan. During the second quarter of fiscal 2026, the 5-Year Tranche Loan, due on April 20, 2026, which had a remaining principal of $ 557.8 million, was repaid in full. 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 November 1, 2025. During the second quarter of fiscal 2026, the Company repaid $ 200.0 million on the 2025 Revolving Credit Facility that was outstanding from the first quarter of fiscal 2026. As of November 1, 2025, the 2025 Revolving Credit Facility was undrawn and is available for draw down through June 30, 2030. 14 Table of Contents MARVELL TECHNOLOGY, INC. NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS ‑ (Continued) As of November 1, 2025, the Company was in compliance with its debt covenants for the revolving line of credit agreement. 2030 and 2035 Senior Unsecured Notes On June 30, 2025, the Company completed an offering of (i) $ 500.0 million aggregate principal amount of the Company’s 4.750 % Senior Notes due 2030 (the “2030 Senior Notes”) and (ii) $ 500.0 million aggregate principal amount of the Company’s 5.450 % Senior Notes due 2035 (the “2035 Senior Notes”, and, together with the 2030 Senior Notes, the “Senior Notes”). The 2030 Senior Notes have a 5-year term and mature on July 15, 2030, and the 2035 Senior Notes have a 10-year term and mature on July 15, 2035. The stated and effective interest rates for the 2030 Senior Notes are 4.750 % and 4.880 %, respectively. The stated and effective interest rates for the 2035 Senior Notes are 5.450 % and 5.531 %, respectively. The Company may redeem the Senior Notes, in whole or in part, at any time prior to their maturity at the redemption prices set forth in the Senior Notes. In addition, upon the occurrence of a change of control repurchase event (which involves the occurrence of both a change of control and a ratings event involving the Senior Notes being rated below investment grade), the Company will be required to make an offer to repurchase the Senior Notes at a price equal to 101 % of the principal amount of the notes, plus accrued and unpaid interest to, but excluding, the repurchase date. The indenture governing the Senior Notes also contains certain limited covenants restricting the Company’s ability to incur certain liens, enter into certain sale and leaseback transactions and merge or consolidate with any other entity or convey, transfer or lease all or substantially all of the Company’s properties or assets to another person, which, in each case, are subject to certain qualifications and exceptions. As of November 1, 2025, the Company had $ 1.0 billion borrowings outstanding from the Senior Notes. Interest Expense and Future Contractual Maturities During the three and nine months ended November 1, 2025, the Company recognized $ 47.9 million and $ 139.5 million, respectively, of interest expense in its unaudited condensed consolidated statements of operations related to interest, amortization of debt issuance costs and accretion of discount associated with the outstanding debt. During the three and nine months ended November 2, 2024, the Company recognized $ 45.6 million and $ 138.9 million, respectively, of interest expense in its unaudited condensed consolidated statements of operations related to interest, amortization of debt issuance costs and accretion of discount associated with the outstanding debt. As of November 1, 2025, the aggregate future contractual maturities of the Company’s outstanding debt, at face value, are as follows (in millions): Fiscal Year Amount Remainder of 2026 $ — 2027 500.0 2028 — 2029 1,249.9 2030 500.0 Thereafter 2,250.0 Total $ 4,499.9 For additional information about the Company's debt, see “Note 7 – Debt” in the Notes to Consolidated Financial Statements within Item 8 of the Company's Annual Report on Form 10-K for the fiscal year ended February 1, 2025. Note 7. Restructuring The Company continuously evaluates its existing operations to increase operational efficiency, decrease costs and increase profitability. 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. Restructuring charges were mainly comprised of impairment and write-off of acquired intangible assets, purchased 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 Company expects the Fiscal 2025 Plan to be substantially completed by the end of fiscal 2027. 15 Table of Contents MARVELL TECHNOLOGY, INC. NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS ‑ (Continued) The following table provides a summary of restructuring related charges as presented in the unaudited condensed consolidated statements of operations (in millions): Three Months Ended Nine Months Ended November 1, 2025 November 2, 2024 November 1, 2025 November 2, 2024 Restructuring related charges in cost of goods sold $ 0.5 $ 356.8 $ 0.5 $ 356.8 Restructuring related charges, net in operating expenses 9.6 358.3 6.0 366.4 $ 10.1 $ 715.1 $ 6.5 $ 723.2 The following table presents details of the restructuring related charges as presented in the unaudited condensed consolidated statements of operations (in millions): Three Months Ended Nine Months Ended November 1, 2025 November 2, 2024 November 1, 2025 November 2, 2024 Employee severance $ 2.7 $ 6.7 $ 6.4 $ 13.6 Impairment and write-off assets Acquired intangible assets — 240.1 — 240.1 Purchased technology license — 159.0 — 159.0 Inventories — 62.0 — 62.0 Property and equipment — 34.0 — 34.0 Other non-current assets — 25.2 — 25.2 Recognition of contractual obligations 7.1 114.0 14.5 114.0 Other, net 0.3 74.1 ( 14.4 ) 75.3 $ 10.1 $ 715.1 $ 6.5 $ 723.2 The following table sets forth a reconciliation of the beginning and ending restructuring liability balances by major type of cost associated with the restructuring charges (in millions): Employee Severance and Related Costs Other Exit-Related Costs Total Balance at February 1, 2025 $ 12.9 $ 316.2 $ 329.1 Charges (1) 6.4 14.1 20.5 Net cash payments ( 16.5 ) ( 65.7 ) ( 82.2 ) Balance at November 1, 2025 2.8 264.6 267.4 Less: non-current portion — 202.9 202.9 Current portion $ 2.8 $ 61.7 $ 64.5 (1) Restructuring gain related to sale of property of $ 14.0 million recognized during the nine months ended November 1, 2025 was recorded directly to the unaudited condensed consolidated statements of operations and was not included in the restructuring liability balances above. The current portion of the restructuring liability is comprised of $ 56.0 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 unaudited condensed consolidated balance sheets. 16 Table of Contents MARVELL TECHNOLOGY, INC. NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS ‑ (Continued) 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. Future unconditional purchase commitments as of November 1, 2025 are as follows (in millions): Fiscal Year Purchase Commitments to Foundries and Test and Assembly Partners Technology Services and License Fees Remainder of 2026 $ 539.4 $ 26.2 2027 1,091.8 156.1 2028 119.5 165.5 2029 68.4 119.8 2030 66.3 111.7 Thereafter 182.4 77.3 Total unconditional purchase commitments $ 2,067.8 $ 656.6 Technology license fees include the liabilities under agreements for technology licenses between the Company and various vendors. In addition, as of November 1, 2025, the Company had approximately $ 101.6 million of commitments for capital expenditures, the majority of which are expected to be paid within the next twelve months. 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 $ 477.5 million of wafers, substrates, and other manufacturing products for the remainder of fiscal 2026 through fiscal 2033 u nder the capacity reservation agreements. In addition, total fees and refundable deposits payable under these arrangements are $ 23.1 million in fiscal 2027 through fiscal 2028. Such purchase commitments are summarized in the preced ing 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 7 – Restructuring” for further information. Aggregate remaining fees of $ 268.5 million as of the cease use date are payable quarterly over the contract term. 17 Table of Contents MARVELL TECHNOLOGY, INC. NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS ‑ (Continued) 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. 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. In the third quarter of fiscal 2025, the Company reserved $ 50.0 million in relation to a contractual disagreement with a customer that was influenced by the restructuring actions initiated by the Fiscal 2025 Plan. See “Note 7 – Restructuring” for additional information. In the fourth quarter of fiscal 2025, the matter was resolved for an amount that was not materially different than initially estimated. Indemnities, Commitments and Guarantees 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 unaudited condensed 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. 18 Table of Contents MARVELL TECHNOLOGY, INC. NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS ‑ (Continued) Note 9. Income Tax The Company’s tax provision for interim periods is determined using an estimate of its annual effective tax rate, adjusted for discrete items, if any, that arise during the period. Each quarter, the Company updates its estimate of the annual effective tax rate, and if the estimated annual effective tax rate changes, the Company makes a cumulative adjustment in such period. The Company’s quarterly tax provision, and estimate of its annual effective tax rate, is subject to variation due to several factors, including variability in accurately predicting its pre-tax income or loss and the mix of jurisdictions to which they relate, intercompany transactions, changes in tax laws, the applicability of special tax regimes, changes in how the Company does business, discrete items, and acquisitions or divestitures, as well as the integration of acquisitions. The Company recorded income tax expense of $ 314.1 million and $ 391.0 million for the three and nine months ended November 1, 2025, respectively. The Company’s estimated effective tax rate for the year differs from the U.S. statutory rate of 21% primarily due to a substantial portion of its earnings, or in some cases, losses being taxed or benefited at rates lower than the U.S. statutory rate, net of the impact of U.S. taxation of foreign operations, benefits from tax credits, valuation allowance releases as well as discrete tax benefits and expenses for excess deductions and deficiencies on stock-based compensation. 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 November 1, 2025 period includes the estimated impact of the 2025 Tax Act. The Company will continue to evaluate the impact of the 2025 Tax Act on its income taxes. Note 10. Net Income (Loss) Per Share The Company reports both basic net income (loss) per share, which is based on the weighted-average number of common stock outstanding during the period, and diluted net income (loss) per share, which is based on the weighted-average number of common stock outstanding and potentially dilutive shares outstanding during the period. The computations of basic and diluted net income (loss) per share are presented in the following table (in millions, except per share amounts): Three Months Ended Nine Months Ended November 1, 2025 November 2, 2024 November 1, 2025 November 2, 2024 Numerator: Net income (loss) $ 1,901.3 $ ( 676.3 ) $ 2,274.0 $ ( 1,085.2 ) Denominator: Weighted-average shares — basic 855.8 865.7 861.1 865.5 Effect of dilutive securities: Stock-based awards 7.9 — 8.8 — Weighted-average shares — diluted 863.7 865.7 869.9 865.5 Net income (loss) per share Basic $ 2.22 $ ( 0.78 ) $ 2.64 $ ( 1.25 ) Diluted $ 2.20 $ ( 0.78 ) $ 2.61 $ ( 1.25 ) Anti-dilutive potential shares 4.5 11.0 4.7 11.1 Potential dilutive securities include dilutive common stock from stock-based awards, including stock options, restricted stock units, employee stock purchase plan shares, warrant shares and unsettled shares under accelerated share repurchase agreements using the treasury stock method. Under the treasury stock method, potential shares outstanding are not included in the computation of diluted net income per share if their effect is anti-dilutive. In periods of net loss, all potential dilutive shares are anti-dilutive. 19 Table of Contents MARVELL TECHNOLOGY, INC. NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS ‑ (Continued) Note 11. Segment 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 unaudited condensed 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): Three Months Ended Nine Months Ended November 1, 2025 November 2, 2024 November 1, 2025 November 2, 2024 Net revenue $ 2,074.5 $ 1,516.1 $ 5,975.9 $ 3,949.9 Less: Product costs (a) 836.4 599.0 2,412.9 1,521.3 Employee compensation and related in operating expenses 324.2 333.1 1,010.7 984.9 Amortization of acquired intangible assets 229.0 264.9 718.4 805.5 Restructuring related charges, net 10.1 715.1 6.5 723.2 Stock-based compensation 152.1 158.4 447.8 449.8 Engineering design related costs 71.6 52.4 188.3 153.7 Interest expense 51.2 47.2 151.8 144.4 Provision (benefit) for income taxes 314.1 ( 74.2 ) 391.0 ( 9.3 ) Other segment items (b) ( 1,815.5 ) 96.5 ( 1,625.5 ) 261.6 Net income (loss) $ 1,901.3 $ ( 676.3 ) $ 2,274.0 $ ( 1,085.2 ) (a) Includes material, labor and other product related costs, excluding the other categories above. (b) Includes depreciation and amortization expenses, facilities expenses, legal expenses, interest income and other income and expenses, including gain on sale of business. See “Note 1 – Basis of Presentation” for discussion of the automotive ethernet business divestiture. This expense information is based on management's internal view of expense classification when reviewing aspects of financial and operating performance of the business, and may not be representative of expense classification that is comparable to other peer companies' internal management views. As a result, this expense information should not be considered in isolation or as substitute for analysis of Marvell’s results in conjunction with the accompanying unaudited condensed consolidated financial statements and notes thereto. 20 Table of Contents MARVELL TECHNOLOGY, INC. NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS ‑ (Continued) Note 12. Supplemental Financial Information (in millions) Consolidated Balance Sheets Accounts Receivable, net The Company sells certain of its trade accounts receivable on a non-recourse basis to a third-party financial institution pursuant to a factoring arrangement. The Company accounts for these transactions as sales of receivables and presents cash proceeds as cash provided by operating activities in the unaudited condensed consolidated statements of cash flows. After the sale of its trade accounts receivable, the Compa ny will collect payment from the customer and remit it to the third-party financial institution. Total trade accounts receivable sold under the factoring arrangement was $ 100.3 million and $ 627.1 million for the three and nine months ended November 1, 2025, respectively, of which $ 100.3 million remained subject to servicing by the Company as of November 1, 2025. Total trade accounts receivable sold under the factoring arrangement were $ 248.8 million and $ 743.2 million for the three and nine months ended November 2, 2024, respectively, of which $ 284.3 million remained subject to servicing by the Company as of November 2, 2024. Factoring fees for the sales of receivables were recorded in interest income and other, net and were not material. November 1, 2025 February 1, 2025 Inventories: Work-in-process $ 765.5 $ 709.0 Finished goods 249.0 320.7 Inventories $ 1,014.5 $ 1,029.7 November 1, 2025 February 1, 2025 Property and equipment, net: Machinery and equipment $ 1,706.6 $ 1,570.2 Land, buildings, and leasehold improvements 332.0 306.6 Computer software 133.8 126.4 Furniture and fixtures 39.9 34.3 2,212.3 2,037.5 Less: Accumulated depreciation ( 1,357.5 ) ( 1,247.0 ) Property and equipment, net $ 854.8 $ 790.5 November 1, 2025 February 1, 2025 Other non-current assets: Prepaid ship and debits $ 637.1 $ 516.9 Technology licenses 316.6 401.3 Prepayments on supply capacity reservation agreements 293.6 307.8 Operating right-of-use assets 272.4 246.0 Non-marketable equity investments 128.4 48.2 Other 119.6 74.8 Other non-current assets $ 1,767.7 $ 1,595.0 21 Table of Contents MARVELL TECHNOLOGY, INC. NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS ‑ (Continued) November 1, 2025 February 1, 2025 Accrued liabilities: Variable consideration estimates (1) $ 650.5 $ 517.9 Accrued income tax payable 333.6 55.6 Technology license obligations 77.9 101.8 Accrued restructuring 56.0 91.5 Lease liabilities - current portion 53.6 48.3 Accrued interest 40.1 43.5 Deferred revenue 32.2 22.1 Accrued royalties 25.2 11.7 Accrued legal reserve 15.7 11.7 Other 66.3 68.5 Accrued liabilities $ 1,351.1 $ 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. November 1, 2025 February 1, 2025 Other non-current liabilities: Lease liabilities - non-current $ 255.0 $ 231.0 Non-current restructuring liabilities 202.9 228.4 Technology license obligations 176.2 233.8 Non-current income tax payable 117.8 73.4 Deferred tax liabilities 33.9 33.8 Other 30.5 16.0 Other non-current liabilities $ 816.3 $ 816.4 Accumulated Other Comprehensive Income (Loss) The changes in accumulated other comprehensive income (loss), net of tax, by components for the comparative periods are presented in the following table (in millions): Unrealized Gain (Loss) on Cash Flow Hedges Balance at February 1, 2025 $ 0.4 Other comprehensive income (loss) before reclassifications 1.1 Amounts reclassified from accumulated other comprehensive income (loss) ( 1.1 ) Net current-period other comprehensive income (loss), net of tax — Balance at November 1, 2025 $ 0.4 22 Table of Contents MARVELL TECHNOLOGY, INC. NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS ‑ (Continued) Unrealized Gain (Loss) on Cash Flow Hedges Balance at February 3, 2024 $ 1.1 Other comprehensive income (loss) before reclassifications ( 0.8 ) Amounts reclassified from accumulated other comprehensive income (loss) ( 0.6 ) Net current-period other comprehensive income (loss), net of tax ( 1.4 ) Balance at November 2, 2024 $ ( 0.3 ) Government Incentives On May 1, 2025, the Company received notification that its application for government incentives in a foreign jurisdiction in which the Company operates had been approved by the necessary government agencies. The Company is accounting for the benefit as a government incentive and has elected to reduce qualifying cost of sales and operating expenditures by the incentives earned, recognized in the same line item on the unaudited condensed consolidated statements of operations for which the incentive is intended to compensate. For incentives related to the purchase of qualifying expenditures that are subject to capitalization, the Company has elected to reduce the cost basis of the underlying capitalized assets by the associated incentives and is recognizing incentive benefits in the unaudited condensed consolidated statements of operations in accordance with the cost recovery of the assets. Government incentives earned prior to being received are recognized in prepaid expenses and other current assets on the Company’s unaudited condensed consolidated balance sheets. Stock Repurchase Program On November 17, 2016, the Company announced that its Board of Directors authorized a $ 1.0 billion stock repurchase plan with no fixed expiration. The stock repurchase program replaced in its entirety the prior $ 3.3 billion stock repurchase program. On October 16, 2018, the Company announced that its Board of Directors authorized a $ 700.0 million addition to the balance of its existing stock repurchase program. On March 7, 2024, the Company announced that its Board of Directors authorized a $ 3.0 billion addition to the balance of its existing stock repurchase program. On September 24, 2025, the Company announced that its Board of Directors authorized a $ 5.0 billion addition to the balance of its existing stock repurchase program. As of November 1, 2025, $ 5.7 billion remained available for future stock repurchases. The Company intends to effect stock repurchases in accordance with the conditions of Rule 10b-18 under the Exchange Act, but may also make repurchases in the open market outside of Rule 10b-18 or in privately negotiated transactions. The stock repurchase program is subject to market conditions and other factors, and does not obligate the Company to repurchase any dollar amount or number of shares of its common stock and the repurchase program may be extended, modified, suspended or discontinued at any time. On September 24, 2025, the Company executed an accelerated share repurchase agreement (“ASR Agreement”) with a counterparty financial institution. Pursuant to the terms of the ASR Agreement, the Company made an upfront payment of $ 1.0 billion and received an initial delivery of approximately 10.7 million shares of its common stock, which represented a portion of the prepayment amount. The final number of shares to be delivered upon settlement of the ASR Agreement will be based on the volume-weighted average price of the Company’s common stock during the term, less an agreed-upon discount. Subsequent to quarter end, the ASR Agreement was partially settled, and the Company received an additional 0.5 million shares on November 21, 2025. Final settlement of the ASR Agreement is expected to occur in the fourth quarter of fiscal 2026. During the three and nine months ended November 1, 2025, the Company repurchased 15.0 million and 23.3 million shares of its common stock for $ 1.3 billion and $ 1.8 billion, respectively. During the three and nine months ended November 2, 2024, the Company repurchased 2.6 million and 7.3 million shares of its common stock for $ 200.0 million and $ 525.0 million, respectively. The Company records all repurchases, as well as investment purchases and sales, based on their trade date. The repurchased shares are retired immediately after repurchases are completed. 23 Table of Contents MARVELL TECHNOLOGY, INC. NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS ‑ (Continued) Note 13. Subsequent Events Subsequent to quarter end, on December 2, 2025, the Company announced its intent to acquire Celestial AI Inc. (“Celestial”), a provider of a photonic fabric platform purpose-built for next-generation scale-up interconnect. The Company will issue Celestial shareholders a mix of cash and shares of the Company’s common stock to be determined. This represents approximately $ 3.25 billion in transaction value upon acquisition close and may increase up to a total of approximately $ 5.5 billion in transaction value depending on the achievement of earn-out milestones after acquisition close. The acquisition is expected to close in the first quarter of calendar 2026, subject to regulatory approval as well as other customary closing conditions. In connection with the Celestial acquisition, the Company issued a warrant to a customer for the purchase of up to 1.0 million warrant shares of the Company’s common stock at an exercise price of $ 87.00 per share. The warrant has an exercise term of six years and a vesting term of five years . The warrant shares vest primarily based on the customer’s achievement of qualifying product revenue milestones. 24 Table of Contents Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations This Quarterly Report on Form 10-Q contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), which are subject to the “safe harbor” created by those sections. These statements involve known and unknown risks, uncertainties and other factors, which may cause our actual results to differ materially from those implied by the forward-looking statements. Words such as “anticipates,” “expects,” “intends,” “plans,” “projects,” “believes,” “seeks,” “estimates,” “forecasts,” “targets,” “may,” “can,” “will,” “would” and similar expressions identify such forward-looking statements. Forward-looking statements are subject to risks and uncertainties that could cause actual results to differ materially from those indicated in the forward-looking statements. Factors that could cause actual results to differ materially from those predicted include, but are not limited to: • risks related to our ability to design, develop and introduce new and enhanced products, in particular in the Artificial Intelligence (“AI”), Cloud and 5G markets, in a timely and effective manner, as well as our ability to anticipate and adapt to changes in technology; • risks related to our dependence on a few customers for a significant portion of our revenue, particularly as our major customers comprise an increasing percentage of our revenue, as well as risks related to a significant portion of our sales being concentrated in the data center end market, and risks related to the gain or loss of design wins with our key customers; • risks related to changes in general macroeconomic conditions such as economic slowdowns, inflation, stagflation, high or rising interest rates, financial institution instability, and recessions; • risks related to tariffs and trade restrictions with China, Russia and other foreign nations including risks related to the ability of our customers, particularly in jurisdictions such as China that may be subject to trade restrictions (including the need to obtain export licenses) to develop their own solutions, vertically integrate which may reduce the need for our products, or acquire fully developed solutions from third parties; • risks related to our ability to execute on changes in strategy and realize the expected benefits from restructuring activities; • risks related to cancellations, rescheduling or deferrals of significant customer orders or shipments, as well as the ability of our customers to manage inventory; • risks related to our ability to successfully integrate and to realize anticipated benefits or synergies, on a timely basis or at all, in connection with our past, current, or any future acquisitions, divestitures, significant investments or strategic transactions; • risks related to the highly competitive nature of the end markets we serve, particularly within the semiconductor and infrastructure industries; • risks related to our ability to maintain a competitive cost structure for our manufacturing, assembly, testing and packaging processes and our reliance on third parties to produce our products; • risks related to our ability to attract, retain and motivate a highly skilled workforce, especially engineering, managerial, sales and marketing employees; • risks related to any current and future litigation, regulatory investigations, or contractual disputes with customers that could result in substantial costs and a diversion of management’s attention and resources that are needed to successfully maintain and grow our business; • risks related to our ability to scale our business; • cybersecurity risks; • risks related to our debt obligations; • risks related to the extension of lead time due to supply chain disruptions, component shortages that impact the costs and production of our products and kitting process, and constrained availability from other electronic suppliers impacting our customers’ ability to ship their products, which in turn may adversely impact our sales to those customers; • risks related to the specific conditions in the end markets we address, including seasonality and volatility in the technology sector and semiconductor industry; • risks related to failures to qualify our products or our suppliers’ manufacturing lines; 25 Table of Contents • risks related to failures to protect our intellectual property, particularly outside the United States; • risks related to the potential impact of significant events or natural disasters or the effects of climate change (such as drought, flooding, wildfires, increased storm severity, sea level rise, and power outages), particularly in certain regions in which we operate or own buildings, such as Santa Clara, California, and where our third-party manufacturing partners or suppliers operate, such as Taiwan and elsewhere in the Pacific Rim; • risks related to our sustainability programs; • risks related to the impact of the COVID-19 pandemic or other future pandemics, on the global economy and on our customers, suppliers, employees and business; and • risks related to failures of our customers to agree to pay for NRE (non-recurring engineering) costs, failure to pay enough to cover the costs we incur in connection with NREs or non-payment of previously agreed NRE costs due to us. Additional factors which could cause actual results to differ materially include those set forth in the following discussion, as well as the risks discussed in Part II, Item 1A, “Risk Factors,” and other sections of this Quarterly Report on Form 10-Q. These forward-looking statements speak only as of the date hereof. We undertake no obligation to update any forward-looking statements. Overview We are a leading supplier of data infrastructure semiconductor solutions, spanning the data center core to network edge. We are a fabless supplier of high-performance semiconductor products with core strengths in developing and scaling complex System-on-a-Chip architectures, integrating analog, mixed-signal and digital signal processing functionality. Leveraging leading intellectual property and deep system-level expertise, as well as highly innovative security firmware, our solutions are empowering the data economy and enabling the data center, enterprise networking, carrier infrastructure, consumer, and automotive/industrial end markets. Net revenue in the third quarter of fiscal 2026 was $2.1 billion and was 37% higher than net revenue in the third quarter of fiscal 2025. This was due to increases in sales from the data center end market by 38%, from the enterprise networking end market by 57%, from the carrier infrastructure end market by 98%, and from the consumer end market by 21%. The increase was partially offset by a decrease in sales from the automotive/industrial end market by 58%, primarily due to the divestiture of our automotive ethernet business at the beginning of the third quarter of fiscal 2026. Strong revenue growth from our data center market driven by AI related demand for our custom products and electro-optics portfolio. Additionally, following a period of inventory correction, we have continued to see revenue recovery in our carrier infrastructure and enterprise networking end markets, with both end markets growing significantly compared to the third quarter of fiscal 2025. We continue to monitor the environment for potential long-term impact on supply and demand from tariffs. On August 14, 2025, we completed the sale of our automotive ethernet business to Infineon Technologies AG for $2.5 billion in cash. During the three months ended November 1, 2025, we recorded a pre-tax gain on sale of $1.8 billion, which is included in interest income and other, net in the Unaudited Condensed Consolidated Statements of Operations. See “Note 1 – Basis of Presentation” in the Notes to Unaudited Condensed Consolidated Financial Statements for further information. Subsequent to quarter end, on December 2, 2025, we announced our intent to acquire Celestial AI Inc. (“Celestial”), a provider of a photonic fabric platform purpose-built for next-generation scale-up interconnect. We will issue Celestial shareholders a mix of cash and shares of our common stock to be determined. This represents approximately $3.25 billion in transaction value upon acquisition close and may increase up to a total of approximately $5.5 billion in transaction value depending on the achievement of earn-out milestones after acquisition close. The acquisition is expected to close in the first quarter of calendar 2026, subject to regulatory approval as well as other customary closing conditions. 26 Table of Contents Government Incentives and Grants. We continue to benefit from lower income tax rates in certain jurisdictions through statutory elections or agreements with governmental agencies, which may include a commitment to maintain, or increase, headcount and business investment levels in those jurisdictions. The tax benefits associated with these reduced income tax rates are recorded through our income tax provision for the periods in which such incentive tax rates are effective. However, changes in international taxation, notably the enactment by numerous countries of minimum tax legislation modeled after the Organization for Economic Cooperation and Development’s Pillar Two tax framework, could significantly reduce the income tax benefit associated with these tax incentives. In addition, certain jurisdictions in which we operate are pursuing alternative incentive programs, which operate within the Pillar Two tax framework. On May 1, 2025, we received notification that our application for government incentives in a foreign jurisdiction in which we operate had been approved by the necessary government agencies. For the duration of the incentive period from February 2, 2025, through February 1, 2030, qualifying expenditures and certain qualifying purchases will result in the generation of credits that will reduce qualifying cost of sales and operating expenses by the incentives earned, and the credits may be used to offset income taxes payable or be refunded in cash. We believe there is reasonable assurance that we will meet the conditions of the incentive agreement and that the credits will ultimately be received and thus have recognized benefits associated with qualifying expenditures incurred in the current fiscal year. Ultimate realization of the incentives is subject to satisfying certain minimum investment levels over the course of the incentive period and government agency reviews and audits of qualifying expenditures. We cannot guarantee that we will achieve the agreed upon investment levels over the incentive period and any failure to meet these investment levels or any change in the current law or government regulations may result in a clawback of some or all of the incentives and a corresponding reversal of any benefit recognized. Capital Return Program. We remain committed to delivering stockholder value through our stock repurchase and dividend programs. Under the program authorized by our Board of Directors, we may repurchase shares of our common stock in the open-market or through privately negotiated transactions. On September 24, 2025, we executed an accelerated share repurchase agreement (“ASR Agreement”) with a counterparty financial institution to repurchase shares of our common stock in exchange for an upfront payment of $1.0 billion. See “Note 12 – Supplemental Financial Information” in the Notes to Unaudited Condensed Consolidated Financial Statements for additional information. The extent to which we repurchase our stock and the timing of such repurchases will depend upon market conditions, legal rules and regulations, and other corporate considerations, as determined by our management team. During the nine months ended November 1, 2025, we repurchased 23.3 million shares of our common stock for $1.8 billion. As of November 1, 2025, $5.7 billion remained available for future stock repurchases. We returned $2.0 billion to stockholders in the nine months ended November 1, 2025 through $1.8 billion in repurchases of shares of our common stock and $154.3 million in cash dividends. Cash and Short-Term Investments. Our cash and cash equivalents were $2.7 billion at November 1, 2025, which were $1.8 billion higher than our balance at February 1, 2025 of $948.3 million. Sales and Customer Composition. Our accounts receivable was concentrated with three customers at November 1, 2025, who represented a total of 70% of gross accounts receivable, compared with four customers at November 2, 2024, who represented a total of 67% of gross accounts receivable. Net revenue attributable to significant customers including both distributor and direct customers whose revenues represented 10% or more of total net revenue is presented in the following table: Three Months Ended Nine Months Ended November 1, 2025 November 2, 2024 November 1, 2025 November 2, 2024 Direct Customer: Customer A 11% 13% 14% * Distributor: Distributor A 38% 33% 36% 35% *Less than 10% of net revenue. We regularly monitor the creditworthiness of our distributor and direct customers, and believe these distributors’ sales to diverse end customers and geographies further serve to mitigate our exposure to credit risk. 27 Table of Contents Most of our sales are made to customers with operations located outside of the United States, primarily in Asia, and a majority of our products are manufactured outside the United States. Sales shipped to customers with operations in Asia represented approximately 77% and 76% of our net revenue in the three and nine months ended November 1, 2025, respectively, and approximately 74% and 75% of our net revenue in the three and nine months ended November 2, 2024, respectively. Because many manufacturers and manufacturing subcontractors of our customers are located in Asia, we expect that most of our net revenue will continue to be represented by sales to our customers in that region. For risks related to our global operations, see Part II, Item 1A, “Risk Factors,” including but not limited to the risk detailed under the caption “We face additional risks due to the extent of our global operations since a majority of our products, and those of many of our customers, are manufactured and sold outside of the United States. The occurrence of any or a combination of the additional risks described below would significantly and negatively impact our business and results of operations.” The development process for our products is long, which may cause us to experience a delay between the time we incur expenses and the time revenue is generated from these expenditures. We anticipate that the rate of new orders may vary significantly from quarter to quarter. For risks related to our sales cycle, see Part II, Item 1A, “Risk Factors,” including but not limited to the risk detailed under the caption “We are subject to order and shipment uncertainties. If we are unable to accurately predict customer demand, we may hold excess or obsolete inventory, which would reduce our gross margin. Conversely, we may have insufficient inventory or be unable to obtain the supplies or contract manufacturing capacity to meet demand, which would result in lost revenue opportunities and potential loss of market share as well as damaged customer relationships.” To secure capacity over the long term, we have entered into capacity reservation arrangements with certain foundries and partners. See “Note 8 – Commitments and Contingencies” in the Notes to Unaudited Condensed Consolidated Financial Statements for additional information. Critical Accounting Policies and Estimates There have been no material changes during the three months ended November 1, 2025 to our critical accounting policies and estimates from the information provided in the “Critical Accounting Policies and Estimates” section of Part II, Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of Operations” included in our Annual Report on Form 10-K for the fiscal year ended February 1, 2025. In the current macroeconomic environment, our estimates could require increased judgment and carry a higher degree of variability and volatility. We continue to monitor and assess our estimates in light of developments, and as events continue to evolve and additional information becomes available, our estimates may change materially in future periods. Results of Operations The following table sets forth information derived from our Unaudited Condensed Consolidated Statements of Operations expressed as a percentage of net revenue: Three Months Ended Nine Months Ended November 1, 2025 November 2, 2024 November 1, 2025 November 2, 2024 Net revenue 100.0 % 100.0 % 100.0 % 100.0 % Cost of goods sold 48.4 77.0 49.2 62.9 Gross profit 51.6 23.0 50.8 37.1 Operating expenses: Research and development 24.6 32.2 25.8 36.7 Selling, general and administrative 9.2 13.6 9.5 15.3 Restructuring related charges, net 0.5 23.6 0.1 9.3 Total operating expenses 34.3 69.4 35.4 61.3 Operating income (loss) 17.3 (46.4) 15.4 (24.2) Interest and other income (loss), net 89.5 (3.1) 29.2 (3.5) Income (loss) before income taxes 106.8 (49.5) 44.6 (27.7) Provision (benefit) for income taxes 15.1 (4.9) 6.5 (0.2) Net income (loss) 91.7 % (44.6) % 38.1 % (27.5) % 28 Table of Contents Three and nine months ended November 1, 2025 and November 2, 2024 Net Revenue Three Months Ended Nine Months Ended November 1, 2025 November 2, 2024 % Change November 1, 2025 November 2, 2024 % Change (in millions, except percentage) Net revenue $ 2,074.5 $ 1,516.1 36.8% $ 5,975.9 $ 3,949.9 51.3% Our net revenue for the three months ended November 1, 2025 increased by $558.4 million, or 37%, compared to net revenue for the three months ended November 2, 2024. This was primarily due to a 38% increase in sales from the data center end market which benefited from strong AI related demand. Sales from the enterprise networking end market and the carrier infrastructure end market also increased by 57% and 98%, respectively, which have both continued to recover due to normalizing customer inventory levels and strong adoption of our products. The increase was partially offset by a decrease in sales from the automotive/industrial end market by 58%, primarily due to the divestiture of our automotive ethernet business at the beginning of the third quarter of fiscal 2026. Our net revenue for the nine months ended November 1, 2025 increased by $2.0 billion, or 51%, compared to net revenue for the nine months ended November 2, 2024. This was primarily due to a 59% increase in sales from the data center end market which benefited from strong AI related demand. Sales from the carrier infrastructure end market and the enterprise networking end market also increased by 88% and 34%, respectively, which have both continued to recover due to normalizing customer inventory levels and strong adoption of our products. The increase was partially offset by a decrease in sales from the automotive/industrial end market by 21%, primarily due to the divestiture of our automotive ethernet business at the beginning of the third quarter of fiscal 2026. Cost of Goods Sold and Gross Profit Three Months Ended Nine Months Ended November 1, 2025 November 2, 2024 % Change November 1, 2025 November 2, 2024 % Change (in millions, except percentage) Cost of goods sold $ 1,004.7 $ 1,166.7 (13.9)% $ 2,943.1 $ 2,485.1 18.4% % of net revenue 48.4 % 77.0 % 49.2 % 62.9 % Gross profit $ 1,069.8 $ 349.4 206.2% $ 3,032.8 $ 1,464.8 107.0% % of net revenue 51.6 % 23.0 % 50.8 % 37.1 % Cost of goods sold as a percentage of net revenue decreased for the three and nine months ended November 1, 2025 compared to the three and nine months ended November 2, 2024, which was primarily due to impairment charges of $356.8 million for acquired intangible assets, inventories, property and equipment, and other non-current assets associated with restructuring actions during the quarter ended November 2, 2024. The decreases in cost of goods sold as a percentage of net revenue were also due to better cost absorption driven by higher revenues, partially offset by a shift in product mix. As a result, gross margin for the three and nine months ended November 1, 2025 increased by 28.6 and 13.7 percentage points, respectively, compared to the three and nine months ended November 2, 2024. See “Note 7 – Restructuring” in the Notes to Unaudited Condensed Consolidated Financial Statements for further information. Research and Development Three Months Ended Nine Months Ended November 1, 2025 November 2, 2024 % Change November 1, 2025 November 2, 2024 % Change (in millions, except percentage) Research and development $ 512.5 $ 488.6 4.9% $ 1,539.2 $ 1,451.4 6.0% % of net revenue 24.6 % 32.2 % 25.8 % 36.7 % Research and development expense increased by $23.9 million and $87.8 million, respectively, in the three and nine months ended November 1, 2025 compared to the three and nine months ended November 2, 2024. The increases were primarily due to higher overall spending to support our R&D initiatives, including $15.8 million and $26.8 million, respectively, of higher engineering design related costs driven by impairment charges for property and equipment. 29 Table of Contents Selling, General and Administrative Three Months Ended Nine Months Ended November 1, 2025 November 2, 2024 % Change November 1, 2025 November 2, 2024 % Change (in millions, except percentage) Selling, general and administrative $ 189.9 $ 205.3 (7.5)% $ 569.1 $ 602.5 (5.5)% % of net revenue 9.2 % 13.6 % 9.5 % 15.3 % Selling, general and administrative expense decreased by $15.4 million and $33.4 million, respectively, in the three and nine months ended November 1, 2025 compared to the three and nine months ended November 2, 2024. The decreases were primarily due to lower amortization expense for acquired intangible assets. Restructuring Related Charges, Net Three Months Ended Nine Months Ended November 1, 2025 November 2, 2024 % Change November 1, 2025 November 2, 2024 % Change (in millions, except percentage) Restructuring related charges, net $ 9.6 $ 358.3 (97.3)% $ 6.0 $ 366.4 (98.4)% % of net revenue 0.5 % 23.6 % 0.1 % 9.3 % We recognized net restructuring related charges of $9.6 million and $6.0 million in the three and nine months ended November 1, 2025 as we continued to evaluate our existing operations to increase operational efficiency, decrease costs and increase profitability. See “Note 7 – Restructuring” in the Notes to Unaudited Condensed Consolidated Financial Statements for further information. Interest and Other Income (Loss), Net Three Months Ended Nine Months Ended November 1, 2025 November 2, 2024 % Change November 1, 2025 November 2, 2024 % Change (in millions, except percentage) Interest expense $ (51.2) $ (47.2) 8.5% $ (151.8) $ (144.4) 5.1% Interest income and other, net 1,908.8 (0.5) * 1,898.3 5.4 * Interest and other income (loss), net $ 1,857.6 $ (47.7) * $ 1,746.5 $ (139.0) * % of net revenue 89.5 % (3.1) % 29.2 % (3.5) % *Not meaningful. Interest and other income (loss), net increased by $1.9 billion in the three and nine months ended November 1, 2025 compared to the three and nine months ended November 2, 2024. The increases were primarily due to the $1.8 billion gain on sale of our automotive ethernet business in the third quarter of fiscal 2026. The increases were also driven by higher net gains recognized from equity investments, as well as higher interest income. Provision (benefit) for income taxes Three Months Ended Nine Months Ended November 1, 2025 November 2, 2024 % Change November 1, 2025 November 2, 2024 % Change (in millions, except percentage) Provision (benefit) for income taxes $ 314.1 $ (74.2) * $ 391.0 $ (9.3) * *Not meaningful. 30 Table of Contents Our income tax expense for the three months ended November 1, 2025 was $314.1 million compared to a tax benefit of $74.2 million for the three months ended November 2, 2024. The increase in the provision for income taxes for three months ended November 1, 2025 as compared to the three months ended November 2, 2024, was driven by an increase in earnings, resulting primarily from the sale of our automotive ethernet business, in the current period against losses in the November 2, 2024 period. The recorded tax expense is based on year-to-date pretax results, forecasted pretax results, forecasted annual tax expense and discrete adjustments for the respective periods. Our income tax expense for the nine months ended November 1, 2025 was $391.0 million compared to a tax benefit of $9.3 million for the nine months ended November 2, 2024. The increase in the provision for income taxes for nine months ended November 1, 2025 as compared to the nine months ended November 2, 2024, was driven by an increase in earnings, resulting primarily from the sale of our automotive ethernet business, in the current period against losses in the November 2, 2024 period. The recorded tax expense is based on year-to-date pretax results, forecasted pretax results, forecasted annual tax expense and discrete adjustments for the respective periods. 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. Our tax provision for the November 1, 2025 period includes the estimated impact of the 2025 Tax Act. We will continue to evaluate the impact of the 2025 Tax Act on our income taxes. Our provision for incomes taxes may be affected by changes in the geographic mix of earnings with different applicable tax rates, acquisitions or divestitures, changes in the realizability of deferred tax assets, accruals related to contingent tax liabilities and period-to-period changes in such accruals, the results of income tax audits, the expiration of statutes of limitations, the implementation of tax planning strategies, tax rulings, court decisions, settlements with tax authorities and changes in tax laws and regulations. It is also possible that significant negative evidence may become available that causes us to conclude that a valuation allowance is needed on certain of our deferred tax assets, which would adversely affect our income tax provision in the period of such change in judgment. We are subject to legislation based on the Organization for Economic Cooperation and Development’s 15% global minimum tax regime which applies to the majority of countries in which we operate. As a result of this legislation, our foreign earnings are generally subject to a minimum tax rate of 15%. On June 28, 2025, the G7 released a joint statement that it had reached an understanding with the U.S. on a side-by-side system that would exempt U.S. parented multinational businesses from certain provisions of Pillar Two; however, no agreement regarding implementation of the proposal has yet been reached. The effects of any future legislation in this area are not yet reasonably estimable, but if such legislation is enacted in the future, could have a significant effect on our provision for income taxes, our financial results, and our earnings and cash flows. 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. We evaluate the recoverability of these assets, weighing all positive and negative evidence, and provide or maintain 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. We consider all available evidence such as our earnings history including the existence of cumulative income or losses, reversals of taxable temporary differences, projected future taxable income, and tax planning strategies. In future periods, it is possible that significant positive or negative evidence could arise that results in a change in our judgment with respect to the need for a valuation allowance, which could result in a tax benefit, or adversely affect our income tax provision, in the period of such change in judgment. We also continue to evaluate potential changes to our legal structure in response to guidelines and requirements in various international tax jurisdictions where we conduct business. Additionally, please see the information in Part II, Item 1A, “Risk Factors” under the caption “Changes in existing taxation benefits, tax rules or tax practices may adversely affect our financial results.” Liquidity and Capital Resources Our principal source of liquidity as of November 1, 2025 consisted of approximately $2.7 billion of cash and cash equivalents, of which approximately $1.4 billion was held by subsidiaries outside of the United States, a portion of which are deemed to be indefinitely reinvested. We manage our worldwide cash requirements by, among other things, reviewing available funds held by our foreign subsidiaries and the cost effectiveness by which those funds can be accessed in the United States. As of November 1, 2025, we had total borrowings outstanding of $4.5 billion, consisting of senior notes outstanding, of which $499.5 million is due within twelve months. 31 Table of Contents During the first quarter of fiscal 2026, we 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. On June 30, 2025, we 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. During the second quarter of fiscal 2026, we repaid $200.0 million on the 2025 Revolving Credit Facility that was outstanding from the first quarter of fiscal 2026. As of November 1, 2025, the 2025 Revolving Credit Facility was undrawn and is available for draw down through June 30, 2030. On June 30, 2025, we completed a debt offering and issued (i) $500.0 million of Senior Notes with a 5-year term due in 2030 (“2030 Senior Notes”) and (ii) $500.0 million of Senior Notes with a 10-year term due in 2035 (“2035 Senior Notes”). For a description of our contractual obligations including debt and purchase commitments, see “Note 6 – Debt,” and “Note 8 – Commitments and Contingencies” in the Notes to Unaudited Condensed Consolidated Financial Statements. We generally expect to satisfy these commitments with cash on hand and cash provided by operating activities. We may elect to factor trade accounts receivable from time to time as part of our overall liquidity and working capital management strategy. During the three and nine months ended November 1, 2025, we generated cash from operations from the sale of certain trade accounts receivable on a non-recourse basis to a third-party financial institution pursuant to a factoring arrangement. See “Note 12 – Supplemental Financial Information” in the Notes to Unaudited Condensed Consolidated Financial Statements for additional information. On August 14, 2025, we completed the sale of our automotive ethernet business to Infineon Technologies AG for $2.5 billion in cash. During the three months ended November 1, 2025, we recorded a pre-tax gain on sale of $1.8 billion, which is included in interest income and other, net in the Unaudited Condensed Consolidated Statements of Operations. See “Note 1 – Basis of Presentation” in the Notes to Unaudited Condensed Consolidated Financial Statements for further information. We believe that our existing cash and cash equivalents, together with cash generated from operations, and funds from our 2025 Revolving Credit Facility will be sufficient to cover our working capital needs, capital expenditures, investment requirements, any declared dividends, repurchases of our common stock, commitments (including those discussed in “Note 8 – Commitments and Contingencies” in the Notes to Unaudited Condensed Consolidated Financial Statements), and the income tax related to the sale of our automotive ethernet business, for at least the next twelve months. Our capital requirements will depend on many factors, including our rate of sales growth, market acceptance of our products, costs of securing access to adequate manufacturing capacity, the timing and extent of research and development projects and increases in operating expenses, all of which are subject to uncertainty. To the extent that our existing cash and cash equivalents, together with cash generated from operations, and funds available under our 2025 Revolving Credit Facility are insufficient to fund our future activities, we may need to raise additional funds through public or private debt or equity financing. We may also acquire additional businesses, purchase assets or enter into other strategic arrangements in the future, which could also require us to seek debt or equity financing. Additional equity financing or convertible debt financing may be dilutive to our current stockholders. If we elect to raise additional funds, we may not be able to obtain such funds on a timely basis or on acceptable terms, if at all. In addition, the equity or debt securities that we issue may have rights, preferences or privileges senior to our common stock. Future payment of a regular quarterly cash dividend on our common stock and our planned repurchases of common stock will be subject to, among other things, the best interests of the Company and our stockholders, our results of operations, cash balances and future cash requirements, financial condition, developments in ongoing litigation, statutory requirements under Delaware law, U.S. securities laws and regulations, market conditions and other factors that our Board of Directors may deem relevant. Our dividend payments and repurchases of common stock may change from time to time, and we cannot provide assurance that we will continue to declare dividends or repurchase stock at all or in any particular amounts. 32 Table of Contents Cash Flows from Operating Activities Net cash provided by operating activities for the nine months ended November 1, 2025 was $1.4 billion. We had a net income of $2.3 billion adjusted for the following non-cash items: gain on sale of our automotive ethernet business of $1.8 billion, amortization of acquired intangible assets of $718.4 million, stock-based compensation expense of $447.8 million, depreciation and amortization of $255.2 million, restructuring related gains of $14.0 million, deferred income tax benefit of $2.2 million, and $85.1 million of net loss from other non-cash items. Cash outflow from working capital of $557.1 million for the nine months ended November 1, 2025 was primarily driven by increases in accounts receivable, and prepaid expenses and other assets, and decreases in accounts payable and accrued employee compensation, partially offset by an increase in accrued liabilities and other non-current liabilities. The increase in accounts receivable was primarily due to higher sales and the impact of decreased factoring of receivables. The increase in prepaid expenses and other assets was primarily driven by higher prepaid ship and debits due to higher inventory balances at distributors, and from receivables for government incentives earned. The decrease in accounts payable was due to the timing of payments. The decrease in accrued employee compensation was due to timing of bonus payout of our annual employee bonus plan. The increase in accrued liabilities and other non-current liabilities was primarily driven by an increase in income tax payable mainly from taxes on gain from sale of business, and higher ship and debit claims accrual. Net cash provided by operating activities for the nine months ended November 2, 2024 was $1.2 billion. We had a net loss of $1.1 billion adjusted for the following non-cash items: amortization of acquired intangible assets of $805.5 million, restructuring related impairment charges of $524.1 million, stock-based compensation expense of $449.8 million, depreciation and amortization of $225.5 million, deferred income tax benefit of $106.2 million, and $42.1 million of net loss from other non-cash items. Cash inflow from working capital of $311.6 million for the nine months ended November 2, 2024 was primarily driven by decreases in prepaid expenses and other assets, and accounts receivable, and increase in accounts payable, partially offset by a decrease in accrued liabilities and other non-current liabilities. The decrease in prepaid expenses and other assets was primarily driven by a decrease in prepaid ship and debits due to lower inventory balances at distributors as a result of increased sell through, and a decrease in prepaid corporate income tax, partially offset by payments on supply capacity reservation agreements, net of refunds. The decrease in accounts receivable was primarily due to higher factored receivables and higher distribution sales reserves. The increase in accounts payable was primarily due to payment timing management. The decrease in accrued liabilities and other non-current liabilities was primarily driven by lower ship and debit claims accrual due to lower inventory balances at distributors as a result of increased sell through, payments of accruals, partially offset by increases in restructuring accruals. Cash Flows from Investing Activities For the nine months ended November 1, 2025, net cash provided by investing activities of $2.2 billion was primarily driven by net proceeds from sale of our automotive ethernet business of $2.5 billion, and proceeds from sales of property and equipment of $27.4 million, partially offset by purchases of property and equipment of $239.8 million. For the nine months ended November 2, 2024, net cash used in investing activities of $230.4 million was primarily driven by purchases of property and equipment of $214.7 million. Cash Flows from Financing Activities For the nine months ended November 1, 2025, net cash used in financing activities of $1.8 billion was primarily attributable to $1.8 billion repurchases of common stock, $790.6 million repayment of debt principal, $163.4 million for tax withholding payments on behalf of employees for net share settlements, $154.3 million for payment of our quarterly dividends, and $102.0 million payments on technology license obligations, partially offset by $1.2 billion proceeds from borrowings and $51.5 million in proceeds from the issuance of common stock under our employee stock plans. For the nine months ended November 2, 2024, net cash used in financing activities of $1.0 billion was primarily attributable to $525.0 million repurchases of common stock, $190.3 million for tax withholding payments on behalf of employees for net share settlements, $155.6 million for payment of our quarterly dividends, $124.4 million payments on technology license obligations, and $76.6 million repayment of debt principal, partially offset by $52.4 million in proceeds from the issuance of common stock under our employee stock plans. Indemnification Obligations See “Note 8 – Commitments and Contingencies” in the Notes to Unaudited Condensed Consolidated Financial Statements set forth in Part I, Item 1 of this Quarterly Report on Form 10-Q. 33 Table of Contents Item 3. Quantitative and Qualitative Disclosures About Market Risk Interest Rate Risk . With our outstanding debt, we are exposed to various forms of market risk. We maintain an investment policy that requires minimum credit ratings, diversification of credit risk and limits the long-term interest rate risk by requiring effective maturities of generally less than five years. We typically invest our excess cash primarily in highly liquid debt instruments including money market funds and time deposits. Investments in both fixed rate and floating rate interest earning securities carry a degree of interest rate risk. Fixed rate securities may have their fair market value adversely impacted due to a rise in interest rates, while floating rate securities may produce less income than predicted if interest rates fall. There were no such investments on hand at November 1, 2025, aside from cash and cash equivalents. Foreign Currency Exchange Risk . All of our sales and the majority of our expenses are denominated in U.S. dollars. Since we operate in many countries, a percentage of our international operational expenses are denominated in foreign currencies and exchange volatility could positively or negatively impact those operating costs. Increases in the value of the U.S. dollar relative to other currencies could make our products more expensive, which could negatively impact our ability to compete. Conversely, decreases in the value of the U.S. dollar relative to other currencies could result in our suppliers raising their prices to continue doing business with us. Additionally, we may hold certain assets and liabilities, including potential tax liabilities, in local currency on our consolidated balance sheets. These tax liabilities would be settled in local currency. Therefore, foreign exchange gains and losses from remeasuring the tax liabilities are recorded to interest and other income (loss), net. We do not believe that foreign exchange volatility has a significant effect on our current business or results of operations. However, fluctuations in currency exchange rates could have a greater effect on our business or results of operations in the future to the extent our expenses increasingly become denominated in foreign currencies. We may enter into foreign currency forward and option contracts with financial institutions to protect against foreign exchange risks associated with certain existing assets and liabilities, certain firmly committed transactions, forecasted future cash flows and net investments in foreign subsidiaries. However, we may choose not to hedge certain foreign exchange exposures for a variety of reasons, including, but not limited to, accounting considerations and the prohibitive economic cost of hedging particular exposures. To provide an assessment of the foreign currency exchange risk associated with our foreign currency exposures within operating expense, we performed a sensitivity analysis to determine the effect that an adverse change in exchange rates would have on our financial statements. If the U.S. dollar weakened by 10%, our operating expenses could increase by approximately 2%. 34 Table of Contents Item 4. 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). 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 November 1, 2025. Changes in Internal Control Over Financial Reporting No changes 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 November 1, 2025 that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting. Inherent Limitation 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. 35 Table of Contents PART II. OTHER INFORMATION Item 1. Legal Proceedings The information under the caption “Contingencies and Legal Proceedings” as set forth in “Note 8 – Commitments and Contingencies” of our Notes to Unaudited Condensed Consolidated Financial Statements, included in Part I, Item 1, is incorporated herein by reference. For additional discussion of certain risks associated with legal proceedings, see Part II, Item 1A, “Risk Factors,” immediately below. Item 1A. Risk Factors Investing in our common stock involves a high degree of risk. You should carefully consider the material risks and uncertainties described below and all information contained in this report before you decide to purchase our common stock. Many of these risks and uncertainties are beyond our control, including business cycles and seasonal trends of the computing, infrastructure, semiconductor and related industries and end markets. A manifestation of any of the following risks and uncertainties could, in circumstances we may or may not be able to accurately predict, render us unable to conduct our business as currently planned and materially and adversely affect our reputation, business, prospects, financial condition, cash flows, liquidity and operating results. In addition, the trading price of our common stock could decline due to the occurrence of any of these risks, and you could lose all or part of your investment. It is not possible to predict or identify all such risks and uncertainties; our operations could also be affected by risks or uncertainties that are not presently known to us or that we currently do not consider to present significant risks to our operations. Therefore, you should not consider the following discussion to be a complete statement of all the potential risks or uncertainties that we face. SUMMARY OF FACTORS THAT MAY AFFECT OUR FUTURE RESULTS The following summarizes the principal factors that make an investment in the Company speculative or risky. This summary should be read in conjunction with the remainder of this “Risk Factors” section and should not be relied upon as an exhaustive summary of the material risks facing our business. The occurrence of any of these risks could harm our business, financial condition, results of operations and/or growth prospects or cause our actual results to differ materially from those contained in forward-looking statements we have made in this report and those we may make from time to time. You should consider all of the risk factors described in our public filings when evaluating our business. • risks related to our ability to design, develop and introduce new and enhanced products, in particular in the Artificial Intelligence (“AI”), Cloud and 5G markets, in a timely and effective manner, as well as our ability to anticipate and adapt to changes in technology; • risks related to our dependence on a few customers for a significant portion of our revenue, particularly as our major customers comprise an increasing percentage of our revenue, as well as risks related to a significant portion of our sales being concentrated in the data center end market, and risks related to the gain or loss of design wins with our key customers; • risks related to changes in general macroeconomic conditions such as economic slowdowns, inflation, stagflation, high or rising interest rates, financial institution instability, and recessions; • risks related to tariffs and trade restrictions with China, Russia and other foreign nations including risks related to the ability of our customers, particularly in jurisdictions such as China that may be subject to trade restrictions (including the need to obtain export licenses) to develop their own solutions, vertically integrate which may reduce the need for our products, or acquire fully developed solutions from third parties; • risks related to our ability to execute on changes in strategy and realize the expected benefits from restructuring activities; • risks related to cancellations, rescheduling or deferrals of significant customer orders or shipments, as well as the ability of our customers to manage inventory; • risks related to our ability to successfully integrate and to realize anticipated benefits or synergies, on a timely basis or at all, in connection with our past, current, or any future acquisitions, divestitures, significant investments or strategic transactions; • risks related to the highly competitive nature of the end markets we serve, particularly within the semiconductor and infrastructure industries; • risks related to our ability to maintain a competitive cost structure for our manufacturing, assembly, testing and packaging processes and our reliance on third parties to produce our products; 36 Table of Contents • risks related to our ability to attract, retain and motivate a highly skilled workforce, especially engineering, managerial, sales and marketing employees; • risks related to any current and future litigation, regulatory investigations, or contractual disputes with customers that could result in substantial costs and a diversion of management’s attention and resources that are needed to successfully maintain and grow our business; • risks related to our ability to scale our business; • cybersecurity risks; • risks related to our debt obligations; • risks related to the extension of lead time due to supply chain disruptions, component shortages that impact the costs and production of our products and kitting process, and constrained availability from other electronic suppliers impacting our customers’ ability to ship their products, which in turn may adversely impact our sales to those customers; • risks related to the specific conditions in the end markets we address, including seasonality and volatility in the technology sector and semiconductor industry; • risks related to failures to qualify our products or our suppliers’ manufacturing lines; • risks related to failures to protect our intellectual property, particularly outside the United States; • risks related to the potential impact of significant events or natural disasters or the effects of climate change (such as drought, flooding, wildfires, increased storm severity, sea level rise, and power outages), particularly in certain regions in which we operate or own buildings, such as Santa Clara, California, and where our third-party manufacturing partners or suppliers operate, such as Taiwan and elsewhere in the Pacific Rim; • risks related to our sustainability programs; • risks related to the impact of the COVID-19 pandemic or other future pandemics, on the global economy and on our customers, suppliers, employees and business; and • risks related to failures of our customers to agree to pay for NRE (non-recurring engineering) costs, failure to pay enough to cover the costs we incur in connection with NREs or non-payment of previously agreed NRE costs due to us. Our quarterly results of operations have fluctuated in the past and could do so in the future. Because our results of operations are difficult to predict, you should not rely on quarterly comparisons of our results of operations as an indication of our future performance. Due to fluctuations in our quarterly results of operations and other factors, the price at which our common stock will trade is likely to continue to be highly volatile. Accordingly, you may not be able to resell your common stock at or above the price you paid. In future periods, our stock price could decline if, among other factors, our revenue or operating results are below our estimates or the estimates or expectations of securities analysts and investors. Our stock is traded on the Nasdaq Global Select Market under the ticker symbol “MRVL”. As a result of stock price volatility, we may be subject to securities class action litigation. Any litigation could result in substantial costs and a diversion of management’s attention and resources that are needed to successfully maintain and grow our business. 37 Table of Contents CHANGES IN PRODUCT DEMAND CAN ADVERSELY AFFECT OUR FINANCIAL RESULTS Unfavorable or uncertain conditions in the AI, Cloud and 5G markets may cause fluctuations in our rate of revenue growth or financial results. World-wide markets for our AI, Cloud and 5G products may not evolve in the manner or in the time periods we anticipate. If domestic and global economic conditions worsen, overall spending on our AI, Cloud and 5G products may be reduced, which would adversely impact demand for our products in these markets. In addition, unfavorable developments with evolving laws and regulations worldwide related to these products and suppliers may limit global adoption, impede our strategy, and negatively impact our long-term expectations in this area. Even if the AI, Cloud and 5G markets evolve in the manner or in the time periods we anticipate, if we do not have timely, competitively priced, market-accepted products available to meet our customers’ need in these markets, we may miss a significant opportunity and our business, financial condition, results of operations and cash flows could be materially and adversely affected. In addition, as a result of the fact that the markets for AI, Cloud and 5G are still evolving, demand for these products may be unpredictable and may vary significantly from one period to another. In addition, these markets may not develop as anticipated if AI training and inference costs drop dramatically due to customer adoption of less expensive alternative technologies. See also, “Our sales are concentrated in a few large customers. If we lose or experience a significant reduction in sales to any of these key customers, if any of these key customers experience a significant decline in market share, or if any of these customers experience significant financial difficulties, our revenue may decrease substantially and our results of operations and financial condition may be harmed.” See also, “Adverse changes in the political, regulatory and economic policies of governments in connection with trade with China and Chinese customers have reduced the demand for our products and damaged our business” for additional risks related to export restrictions that may impact certain customers in the AI, Cloud and 5G markets. Our sales are concentrated in a few large customers. If we lose or experience a significant reduction in sales to any of these key customers, if any of these key customers experience a significant decline in market share, or if any of these customers experience significant financial difficulties, our revenue may decrease substantially and our results of operations and financial condition may be harmed. We receive a significant amount of our revenue from a limited number of customers which are comprised of both distributors and direct customers. For example, during fiscal 2025, there were two customers (one distributor and one direct customer) whose revenues represented 10% or more of total net revenue. In addition, net revenue from our ten (10) largest customers, inclusive of our distributor and direct customers, represented 81% of our total net revenue for the fiscal year ended February 1, 2025. Sales to our largest customers have fluctuated significantly from period to period and year to year and will likely continue to fluctuate in the future, primarily due to the timing and number of design wins with customers, the continued diversification of our customer base as we expand into new markets, adverse changes in the political and economic policies of the U.S. or other governments (such as changes in export policies), and natural disasters or other issues. The loss of any of our large customers or a significant reduction in sales we make to them would likely harm our financial condition and results of operations. For example, some of our large customers depend on rapid and continuous innovation and will select partners who can help them deliver innovation at their pace and if we are unable to deliver on these timelines we may miss significant business opportunities. To the extent one or more of our large customers experience financial challenges, bankruptcy or insolvency, this could have a material adverse effect on our sales and our ability to collect on receivables, which could harm our financial condition and results of operations. See also, “Management’s Discussion and Analysis of Financial Condition and Results of Operations - Sales and Customer Composition” for information on our significant customers for the current quarterly reporting period. 38 Table of Contents If we are unable to increase the number of large customers in key markets, then our operating results in the foreseeable future would be expected to continue to depend on sales to a relatively small number of customers, as well as the ability of these customers to sell products that incorporate our products. In the future, these customers may decide not to purchase our products at all, purchase fewer products than they did in the past, or alter their purchasing patterns in some other way, particularly because: • a significant portion of our sales are made on a purchase order basis, which allows our customers to cancel, change or delay product purchase commitments with relatively short notice to us; • customers may purchase similar products from our competitors; • customers may discontinue sales or lose market share in the markets for which they purchase our products; • customers, particularly in jurisdictions such as China that may be subject to trade restrictions or tariffs, may develop their own solutions, vertically integrate which may reduce the need for our products, or acquire fully developed solutions from third-parties; or • customers may be subject to severe business disruptions, including, but not limited to, those driven by recessions, financial instability, actual or threatened public health emergencies, such as the COVID-19 pandemic, other global or regional macroeconomic developments, or natural disasters. In addition, there has been a trend toward customer consolidation in the semiconductor industry through business combinations, including mergers, asset acquisitions and strategic partnerships (for example, Cisco acquired Acacia Communications in 2021). Mergers or restructuring among our customers, or their end customers, could increase our customer concentration with a particular customer or reduce total demand as the combined entities reevaluate their business and consolidate their suppliers. Such future developments, particularly in those end markets that account for more significant portions of our revenues, could harm our business and our results of operations. In addition, we may be unable to negotiate as favorable terms with larger customers whether those customers resulted from customer consolidation, merger integrations or other reasons, and any such less favorable terms could harm our business and our results of operations. Given their dependence on semiconductor products to operate their data centers and to ensure continuity of supply and reduce direct costs, some large customers may begin developing and making their own semiconductor solutions which could result in a loss of business for Marvell. In addition, our sales have recently been, and in the future may continue to be, concentrated in our data center end market. Sales into this end market have fluctuated significantly from period to period and year to year and will likely continue to fluctuate in the future. Customers in this end market may decide in the future not to purchase our products at all, purchase fewer products than they did in the past, or alter their purchasing patterns in some other way. A significant reduction in sales to this end market would greatly reduce our revenues and harm our financial condition and results of operations. Please see “Note 3 – Revenue” of our Notes to Unaudited Condensed Consolidated Financial Statements set forth in Part I, Item 1 of this Quarterly Report on Form 10-Q for a more detailed description of sales into our data center end market. We face risks related to recessions, inflation, stagflation and other macroeconomic conditions. Customer demand for our products may be impacted by weak macroeconomic conditions, inflation, stagflation, recessionary or lower-growth environments, high or rising interest rates, equity market volatility or other negative economic factors in the U.S. or other nations. For example, under these conditions or expectation of such conditions, our customers may cancel orders, delay purchasing decisions or reduce their use of our services. In addition, these economic conditions have resulted in the past, and could result in the future, in higher inventory levels and the resulting excess capacity charges from our manufacturing partners if we need to slow production to reduce inventory levels. Further, in the event of a recession or threat of a recession our manufacturing partners, suppliers, distributors, and other third-party partners may suffer their own financial and economic challenges and as a result they may demand pricing accommodations, delay payment, or become insolvent, which could harm our ability to meet our customer demands or collect revenue or otherwise could harm our business. Similarly, disruptions in financial and/or credit markets may impact our ability to manage normal commercial relationships with our manufacturing partners, customers, suppliers and creditors and might cause us to not be able to continue to access preferred sources of liquidity when we would like, and our borrowing costs could increase. Thus, if general macroeconomic conditions, or conditions in the semiconductor industry, or conditions in our customer end markets deteriorate or experience a sustained period of weakness or slower growth, our business and financial results could be materially and adversely affected. 39 Table of Contents In addition to the above risks related to economic conditions, the U.S. has implemented a series of tariffs targeting various nations and industries. These announcements have triggered global reactions, affecting markets, slowing global economic growth, and heightening concerns about broader financial instability. Tariffs and escalations of trade tensions between the U.S. and its trading partners, especially China, and the decoupling of global economies could result in a global economic slowdown and long-term changes to global trade. See also, “Adverse changes in the political, regulatory and economic policies of governments in connection with trade with China and Chinese customers have reduced the demand for our products and damaged our business” and “ Changes to U.S. or foreign tax, trade policy, government incentives, tariff and import/export regulations may have a material adverse effect on our business, financial condition and results of operations. ” In addition, we are also subject to risk from inflation and increasing market prices of certain components, supplies, and commodity raw materials, which are incorporated into our end products or used by our manufacturing partners or suppliers to manufacture our end products. These components, supplies and commodities have from time to time become restricted, or general market factors and conditions have in the past and may in the future affect pricing of such components, supplies and commodities (such as inflation or supply chain constraints). As trade tensions escalate, our and our customers’ global supply chains may face disruptions, reducing international trade efficiency. See also, “Our gross margin and results of operations may be adversely affected in the future by a number of factors, including decreases in our average selling prices of products over time, shifts in our product mix, or price increases of certain components or third-party services due to inflation, supply chain constraints, or for other reasons.” We are subject to order and shipment uncertainties. If we are unable to accurately predict customer demand, we may hold excess or obsolete inventory, which would reduce our gross margin. Conversely, we may have insufficient inventory or be unable to obtain the supplies or contract manufacturing capacity to meet demand, which would result in lost revenue opportunities and potential loss of market share as well as damaged customer relationships. We typically sell products pursuant to purchase orders rather than long-term purchase commitments. Some of our customers have, and others may in the future, cancel or defer purchase orders on short notice without incurring a significant penalty. In addition, customers who have purchase commitments may not honor those commitments. Due to their inability to predict demand or for other reasons, during the last few years some of our customers have accumulated excess inventories and, as a consequence, they either have deferred or they may defer future purchases of our products. We cannot accurately predict what or how many products our customers will need in the future. Anticipating demand is difficult because our customers face unpredictable demand for their own products and are increasingly focused more on cash preservation and tighter inventory management. We place orders with our suppliers based on forecasts of customer demand and, in some instances, may establish buffer inventories to accommodate anticipated demand. Our forecasts are based on multiple assumptions, each of which may introduce error into our estimates. For example, our ability to accurately forecast customer demand may be impaired by the delays inherent in our customer’s product development processes, which may include extensive qualification and testing of components included in their products, including ours. In many cases, they design their products to use components from multiple suppliers. This creates the risk that our customers may decide to cancel or change product plans for products incorporating our semiconductor solutions prior to completion, which makes it even more difficult to forecast customer demand. In addition, while many of our customers are subject to purchase orders or other agreements that do not allow for cancellation, there can be no assurance that these customers will honor these contract terms and cancellation of these orders may adversely affect our business operations and demand forecast which is the basis for us to have products made. Our products are incorporated into complex devices and systems, which creates supply chain cross-dependencies. Due to cross dependencies, supply chain disruptions have in the past and may in the future negatively impact the demand for our products. We have a limited ability to predict the timing of a supply chain correction. As we have a broad product portfolio and diversified products with many different SKUs, significant supply chain disruptions will cause us to have more work-in-process inventories that we hold to provide us with more flexibility to support our customers. If we cannot predict future customer demand or supply chain disruptions, then we may hold excess or obsolete inventory. Moreover, significant supply chain disruption may negatively impact the timing of our product shipments and revenue shipment linearity which may impact and extend our cash conversion cycle. In addition, the market share of our customers could be adversely impacted on a long-term basis due to any protracted supply chain disruption, which could negatively affect our results of operations. See also, “We rely on our manufacturing partners for the manufacture, assembly, testing and packaging of our products, and the failure of any of these third-party vendors to deliver products or otherwise perform as requested or to be able to fulfill our orders could damage our relationships with our customers, decrease our sales and limit our ability to grow our business” for additional information on the impacts of supply chain cross-dependencies on our business. 40 Table of Contents If we overestimate customer demand, our excess or obsolete inventory may increase significantly, which would reduce our gross margin and adversely affect our financial results. The risk of obsolescence and/or excess inventory is heightened for semiconductor solutions due to the rapidly changing market for these types of products. Conversely, if we underestimate customer demand or if insufficient manufacturing capacity is available, we would miss revenue opportunities and potentially lose market share and damage our customer relationships. In addition, any future significant cancellations or deferrals of product orders or the return of previously sold products could materially and adversely affect our profit margins, increase product obsolescence and restrict our ability to fund our operations. We operate in intensely competitive markets. Our failure to compete effectively would harm our results of operations. The semiconductor industry is extremely competitive. We currently compete with a number of large domestic and international companies in the business of designing semiconductor solutions and related applications, some of which have greater financial, technical and management resources than us. In addition, efforts to introduce new products into markets with entrenched competitors will expose us to additional competitive pressures. For example, we are facing, and expect we will continue to face, significant competition in the infrastructure, cloud and data center and networking markets. Additionally, customer expectations and requirements have been evolving rapidly. For example, customers now expect us to provide turnkey solutions and commit to future roadmaps that have technical risks. Some of our competitors may be better situated to meet changing customer needs and secure design wins. Increasing competition in the markets in which we operate may negatively impact our revenue and gross margins. For example, competitors with greater financial resources may be able to offer lower prices than us, or they may offer additional products, services or other incentives that we may not be able to match. We also may experience discriminatory or anti-competitive practices by our competitors that could impede our growth, cause us to incur additional expense or otherwise negatively affect our business. In addition, some of these competitors may use their market power to dissuade our customers from purchasing from us. In addition, many of our competitors operate and maintain their own fabrication facilities and have longer operating histories, greater name recognition, larger customer bases, and greater sales, marketing and distribution resources than we do. Moreover, the semiconductor industry has experienced increased consolidation over the past several years. For example, AMD acquired Xilinx, Inc. in February 2022 and Pensando Systems in May 2022, Qualcomm acquired Veonner in April 2022, and Broadcom acquired VMware in November 2023. Consolidation among our competitors has led, and in the future could lead, to a changing competitive landscape, capabilities and market share, which could put us at a competitive disadvantage and harm our results of operations. Our gross margin and results of operations may be adversely affected in the future by a number of factors, including decreases in our average selling prices of products over time, shifts in our product mix, or price increases of certain components or third-party services due to inflation, supply chain constraints, or for other reasons. The products we develop and sell are primarily used for high-volume applications. While prices of our products have increased at times due to inflation and additional costs resulting from securing an increase in supply, the prices of our products have historically decreased. We expect that the average unit selling prices of our products will continue to be subject to significant pricing pressures. In addition, our more recently introduced products tend to have higher associated costs because of initial overall development and production expenses. Therefore, over time, we may not be able to maintain or improve our gross margin. Our financial results could suffer if we are unable to offset any reductions in our average selling prices by other cost reductions through efficiencies, introduction of higher margin products and other means. To attract new customers or retain existing customers, we may offer certain price concessions to certain customers, which could cause our average selling prices and gross margin to decline. In the past, we have reduced the average selling prices of our products in anticipation of future competitive pricing pressures, new product introductions by us or by our competitors and other factors. We expect to continue to have to reduce prices of existing products in the future. Moreover, because of the wide price differences across the markets we serve, the mix and types of performance capabilities of our products sold may affect the average selling prices of our products and have a substantial impact on our revenue and margin. We may enter new markets in which a significant amount of competition exists, and this may require us to sell our products with lower gross margin than we earn in our established businesses. If we are successful in growing revenue in these markets, our overall margin may decline. Fluctuations in the mix and types of our products may also affect the extent to which we are able to recover the fixed costs and investments associated with a particular product, and as a result may harm our financial results. 41 Table of Contents Additionally, because we do not operate our own manufacturing, assembly, testing or packaging facilities, we are not able to reduce our costs as rapidly as companies that operate their own facilities and our costs may even increase, which could also reduce our gross margin. Our margin could also be impacted, for example, by the following factors: increased costs (including increased costs caused by tariffs, inflation, higher interest rates, or supply chain constraints); loss of cost savings if parts ordering does not correctly anticipate product demand or if the financial health of either our manufacturers partners or our suppliers deteriorates; excess inventory, or inventory holding and obsolescence charges. In addition, we are subject to risks from fluctuating market prices of certain components, which are incorporated into our products or used by our suppliers to manufacture our products. Supplies of these components may from time to time become restricted, or general market factors and conditions such as inflation or supply chain constraints have in the past affected, currently affect and may in the future affect pricing of such commodities. For example, during the first few quarters of fiscal 2023 supply shortages in the semiconductor industry of multi-layer complex substrates, IC packaging capacity and fab constraints resulted in increased lead times, inability to meet demand, and increased costs. Any increase in the price of components used in our products will adversely affect our margin. We may enter into new markets, including markets with different business models, as a result of our acquisitions or for other reasons that may reduce our gross margin and operating margin. For example, for certain products we use an ASIC model to offer end-to-end solutions for intellectual property, design team, fab and packaging to deliver a tested, yielded product to customers. This business model tends to have a lower gross margin. In addition, the costs related to this type of business model typically include significant NRE costs that customers pay based on the completion of milestones. Our operating margin may decline if our customers do not agree to pay for NREs, if they do not pay enough to cover the costs we incur in connection with NREs, or non-payment of previously agreed NRE costs. In addition, our operating margin may decline if we are unable to sell products in sufficient volumes to cover the development costs that we have incurred. In addition, the ASIC business model requires us to use third-party intellectual property and we may lose business or experience reputational harm if third parties, including customers, lose confidence in our ability to protect their intellectual property rights. With respect to risks related to our use of third-party intellectual property, see also, “ We have been named as a party to several legal proceedings and may be named in additional ones in the future, including litigation involving our patents and other intellectual property, which could subject us to liability, require us to indemnify our customers, require us to obtain or renew licenses, require us to stop selling our products or force us to redesign our products. ” WE ARE VULNERABLE TO PRODUCT DEVELOPMENT AND MANUFACTURING-RELATED RISKS We rely on our manufacturing partners for the manufacture, assembly, testing and packaging of our products, and the failure of any of these third-party vendors to deliver products or otherwise perform as requested or to be able to fulfill our orders could damage our relationships with our customers, decrease our sales and limit our ability to grow our business. We do not have our own manufacturing, assembly or packaging facilities and have very limited in-house testing facilities. Therefore, we currently rely on several third-party manufacturing partners to produce our products. We also currently rely on several third-party assembly, testing and packaging subcontractors to assemble, package and test our products. This exposes us to a variety of risks, including the following: Regional Concentration Most of our products are manufactured by third-party foundries located in Taiwan, and other sources are located in China, Germany, South Korea, Singapore and the United States. In addition, most of our third-party assembly, testing and packaging facilities are located in China, Malaysia, Singapore, Taiwan and Canada. Because of the geographic concentration of most of these third-party foundries, as well as most of our assembly, testing and packaging subcontractors, we are exposed to the risk that their operations may be disrupted by regional events including, for example, droughts, earthquakes (particularly in Taiwan and elsewhere in the Pacific Rim close to fault lines), tsunamis or typhoons, severe storms, power outages, or by actual or threatened public health emergencies such as the COVID-19 pandemic and future pandemics, or by political, social or economic instability, or by geopolitical tensions and conflicts. For example, we were impacted by COVID outbreaks in Asia in the first half of fiscal 2023 that resulted in closed factories, clogged ports and a shortage of workers as officials imposed lockdowns and mass testing requirements. In the case of such an event, our revenue, cost of goods sold and results of operations may be negatively impacted. In addition, there are limited numbers of alternative foundries capable of producing advanced technologies and identifying and implementing alternative manufacturing facilities would be time consuming. Although there is a movement in the U.S. to build more foundries locally and the U.S. government is providing funds or other incentives for certain companies to do so, we do not expect that such foundries will be available to us to produce certain types of advanced technologies any time soon, if ever. If we need to utilize alternate manufacturing facilities, either in Taiwan or elsewhere, we could experience significant expenses and delays in product shipments, which could harm our results of operations. 42 Table of Contents No Guarantee of Capacity or Supply The ability of each of our manufacturing partners to provide us with materials and services is limited by its available capacity and existing obligations. When demand is strong, availability of our partners’ capacity may be constrained or not available, and with certain exceptions our vendors are not obligated to perform services or supply products to us for any specific period, in any specific quantities, or at any specific price, except as may be provided in a particular purchase order. We place our orders on the basis of our customers’ purchase orders or our forecast of customer demand, and most of our manufacturing partners can allocate capacity to the production of other companies’ products and reduce deliveries to us on short notice. It is possible that their customers that are larger and better financed than we are or that have long-term agreements with our main foundries may induce them to reallocate capacity to those customers. Most of our manufacturing partners may reallocate capacity to their customers offering them a better margin or rate of return than provided by us. This reallocation could impair our ability to secure the supply of components that we need. Moreover, if any of our third-party manufacturing partners or other suppliers are unable to secure the necessary raw materials from their suppliers, lose benefits under material agreements, experience power outages or labor shortages, or lack sufficient capacity to manufacture our products, encounter financial difficulties or suffer any other disruption or reduction in efficiency, we may encounter supply delays or disruptions, which could harm our business or results of operations.