10-Q – 2026-05-28 – mrvl-20260502.htm

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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 May 2, 2026
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 May 21, 2026 was 874.8 million.

Table of Contents

TABLE OF CONTENTS
 
    Page
PART I. FINANCIAL INFORMATION

Item 1. Financial Statements:

Unaudited Condensed Consolidated Balance Sheets as of May 2, 2026 and January 31, 2026
2

Unaudited Condensed Consolidated Statements of Operations for the three months ended May 2, 2026 and May 3, 2025
3

Unaudited Condensed Consolidated Statements of Comprehensive Income for the three months ended May 2, 2026 and May 3, 2025
4

Unaudited Condensed Consolidated Statements of Stockholders’ Equity for the three months ended May 2, 2026 and May 3, 2025
5

Unaudited Condensed Consolidated Statements of Cash Flows for the three months ended May 2, 2026 and May 3, 2025
6

Notes to Unaudited Condensed Consolidated Financial Statements
7

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
27

Item 3. Quantitative and Qualitative Disclosures About Market Risk
36

Item 4. Controls and Procedures
37

PART II. OTHER INFORMATION

Item 1. Legal Proceedings
38

Item 1A. Risk Factors
38

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
68

Item 5. Other Information
69

Item 6. Exhibits
70

Signatures
74

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)
 
May 2,
2026 January 31,
2026
ASSETS
Current assets:
Cash and cash equivalents $ 3,843.6   $ 2,638.8  

Accounts receivable, net 1,871.7   2,186.6  
Inventories 1,400.9   1,388.0  
Prepaid expenses and other current assets 347.8   247.2  

Total current assets 7,464.0   6,460.6  
Property and equipment, net 972.5   935.0  
Goodwill 13,883.5   11,062.2  
Acquired intangible assets, net 2,561.5   1,754.7  
Deferred tax assets 319.8   345.9  
Other non-current assets 1,743.2   1,726.9  
Total assets $ 26,944.5   $ 22,285.3  

LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Accounts payable $ 709.7   $ 1,073.8  
Accrued liabilities 1,335.6   1,337.1  
Accrued employee compensation 231.5   309.8  

Short-term debt —   499.8  
Total current liabilities 2,276.8   3,220.5  
Long-term debt 4,961.3   3,970.8  
Other non-current liabilities 1,490.6   785.6  
Total liabilities 8,728.7   7,976.9  
Commitments and contingencies (Note 9)
Stockholders’ equity:
Preferred stock, $ 0.002 par value; 8.0 shares authorized; 2.0 shares issued and outstanding as of May 2, 2026 of Series A Convertible Preferred Stock ( none issued and outstanding as of January 31, 2026)
—   —  
Common stock, $ 0.002 par value
1.8   1.7  
Additional paid-in capital 16,877.5   12,950.9  

Retained earnings 1,336.5   1,355.8  
Total stockholders’ equity 18,215.8   14,308.4  
Total liabilities and stockholders’ equity $ 26,944.5   $ 22,285.3  

See accompanying notes to unaudited condensed consolidated financial statements
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MARVELL TECHNOLOGY, INC.
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(In millions, except per share amounts)
 
  Three Months Ended
  May 2,
2026 May 3,
2025
Net revenue $ 2,417.8   $ 1,895.3  
Cost of goods sold 1,157.0   942.9  
Gross profit 1,260.8   952.4  
Operating expenses:
Research and development 652.3   507.7  
Selling, general and administrative 258.4   186.4  

Restructuring related charges (gain), net 10.7   ( 12.3 )
Total operating expenses 921.4   681.8  
Operating income 339.4   270.6  
Interest expense ( 52.8 ) ( 48.7 )
Other expense, net ( 203.3 ) ( 6.0 )
Interest and other loss, net ( 256.1 ) ( 54.7 )
Income before income taxes 83.3   215.9  
Provision for income taxes 48.8   38.0  
Net income $ 34.5   $ 177.9  

Net income per share — basic $ 0.04   $ 0.21  

Net income per share — diluted $ 0.04   $ 0.20  

Weighted-average shares outstanding - common stock and preferred stock assuming conversion:
Basic 882.0   864.8  
Diluted 893.3   875.6  

See accompanying notes to unaudited condensed consolidated financial statements
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MARVELL TECHNOLOGY, INC.
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
(In millions)
 
  Three Months Ended
May 2,
2026 May 3,
2025
Net income $ 34.5   $ 177.9  
Other comprehensive loss, net of tax

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

Other comprehensive loss, net of tax —   ( 0.5 )
Comprehensive income, net of tax $ 34.5   $ 177.4  

See accompanying notes to unaudited condensed consolidated financial statements
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MARVELL TECHNOLOGY, INC.
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY
(In millions, except per share amounts)

Preferred Stock Common Stock Additional Paid-in Capital Retained Earnings
Shares Amount Shares Amount Total
Balance at January 31, 2026 —   $ —   847.3   $ 1.7   $ 12,950.9   $ 1,355.8   $ 14,308.4  
Net income —  —  —  —  —  34.5   34.5  

Issuance of Series A Convertible Preferred Stock in connection with a securities purchase agreement, net of issuance cost 2.0   —  —  —  1,999.6   —  1,999.6  
Issuance of common stock in connection with equity incentive plans —  —  2.9   —  3.3   —  3.3  
Tax withholdings related to net share settlement of restricted stock units —  —  —  —  ( 227.2 ) —  ( 227.2 )
Issuance of common stock in connection with acquisitions —  —  26.8   0.1   2,097.9   —  2,098.0  
Replacement equity awards attributable to pre-acquisition service —  —  —  —  33.4   —  33.4  
Vestings of common stock in connection with customer warrant —  —  —  —  10.9   —  10.9  
Stock-based compensation —  —  —  —  208.7   —  208.7  
Repurchases of common stock
—  —  ( 1.4 ) —  ( 200.0 ) —  ( 200.0 )
Cash dividends declared and paid ($ 0.06 per share)
—  —  —  —  —  ( 53.8 ) ( 53.8 )
Balance at May 2, 2026 2.0   $ —   875.6   $ 1.8   $ 16,877.5   $ 1,336.5   $ 18,215.8  

Common Stock Additional Paid-in Capital Accumulated Other Comprehensive Income (Loss) Retained Earnings (Accumulated Deficit)
Shares Amount Total
Balance at February 1, 2025 866.0   $ 1.7   $ 14,534.1   $ 0.4   $ ( 1,109.2 ) $ 13,427.0  
Net income —  —  —  —  177.9   177.9  
Other comprehensive loss —  —  —  ( 0.5 ) —  ( 0.5 )
Issuance of common stock in connection with equity incentive plans 1.8   —  0.6   —  —  0.6  
Tax withholdings related to net share settlement of restricted stock units —  —  ( 50.2 ) —  —  ( 50.2 )

Vestings of common stock in connection with customer warrant —  —  6.8   —  —  6.8  
Stock-based compensation —  —  142.9   —  —  142.9  
Repurchases of common stock
( 5.6 ) —  ( 340.0 ) —  —  ( 340.0 )
Cash dividends declared and paid ($ 0.06 per share)
—  —  —  —  ( 51.8 ) ( 51.8 )
Balance at May 3, 2025 862.2   $ 1.7   $ 14,294.2   $ ( 0.1 ) $ ( 983.1 ) $ 13,312.7  

See accompanying notes to unaudited condensed consolidated financial statements

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MARVELL TECHNOLOGY, INC.
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(In millions)

  Three Months Ended
  May 2,
2026 May 3,
2025
Cash flows from operating activities:
Net income $ 34.5   $ 177.9  
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization 95.4   84.2  
Stock-based compensation 207.6   142.1  
Amortization of acquired intangible assets 225.2   245.7  

Change in fair value of contingent consideration liability 331.8   —  
Change in fair value of forward stock purchase contract ( 81.1 ) —  
Restructuring related charges (gains), net —   ( 14.0 )

Deferred income taxes 13.8   ( 4.3 )

Other expense, net 23.2   44.1  

Changes in assets and liabilities, net of acquisitions:
Accounts receivable 314.9   ( 115.6 )
Prepaid expenses and other assets ( 28.5 ) 24.1  
Inventories ( 11.4 ) ( 69.9 )
Accounts payable ( 355.9 ) ( 37.4 )
Accrued employee compensation ( 84.4 ) ( 117.6 )
Accrued liabilities and other non-current liabilities ( 46.3 ) ( 26.4 )

Net cash provided by operating activities 638.8   332.9  
Cash flows from investing activities:

Purchases of technology licenses ( 0.5 ) ( 1.1 )
Purchases of property and equipment ( 155.7 ) ( 118.8 )
Proceeds from sales of property and equipment —   25.9  
Acquisitions, net of cash acquired ( 1,270.9 ) —

Other, net 5.7   ( 0.1 )
Net cash used in investing activities ( 1,421.4 ) ( 94.1 )
Cash flows from financing activities:
Repurchases of common stock ( 200.0 ) ( 340.0 )
Proceeds from employee stock plans 3.3   0.6  
Proceeds from issuance of preferred stock 2,000.0   —  
Tax withholding paid on behalf of employees for net share settlement ( 227.2 ) ( 50.2 )
Dividend payments to stockholders ( 53.8 ) ( 51.8 )
Payments on technology license obligations ( 27.2 ) ( 26.8 )
Proceeds from borrowings 998.9   200.0  
Principal payments of debt ( 500.0 ) ( 32.8 )

Other, net ( 6.6 ) ( 0.2 )
Net cash provided by (used in) financing activities 1,987.4   ( 301.2 )
Net increase (decrease) in cash and cash equivalents 1,204.8   ( 62.4 )
Cash and cash equivalents at beginning of period 2,638.8   948.3  
Cash and cash equivalents at end of period $ 3,843.6   $ 885.9  

See accompanying notes to unaudited condensed consolidated financial statements
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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 months ended May 2, 2026, 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 2026 audited financial statements included in the Company’s Annual Report on Form 10-K for the fiscal year ended January 31, 2026. In the opinion of management, the financial statements include all adjustments, including normal recurring adjustments and other adjustments, that are considered necessary for fair presentation of the Company’s financial position and results of operations. 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 January 31, 2026 and those included in this Quarterly Report on Form 10-Q below. All dollar amounts in the financial statements and tables in these notes, except per share amounts, are stated in millions of U.S. 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 2026 had a 52-week year. Fiscal 2027 is a 52-week year.

On February 2, 2026, the Company completed the acquisition of Celestial AI, Inc. (“Celestial”), a provider of a Photonic Fabric TM technology platform purpose-built for next-generation scale-up interconnect. The acquisition of Celestial is expected to accelerate the Company’s connectivity strategy for next-generation AI and cloud data centers. The unaudited condensed consolidated financial statements include the operating results of Celestial for the period from date of acquisition through the Company’s first quarter ended May 2, 2026. See “Note 4 – Business Combinations” and “Note 5 – Goodwill and Acquired Intangible Assets, Net” for more information.

On February 10, 2026, the Company completed the acquisition of XConn Technologies Holdings, Ltd. (“XConn”), a provider of advanced peripheral component interconnect express (“PCIe”) and compute express link (“CXL”) switching silicon, which expands the Company’s switching portfolio and augments the Company’s Ultra Accelerator Link TM (“UALink TM ”) scale-up switch team. The unaudited condensed consolidated financial statements include the operating results of XConn for the period from date of acquisition through the Company’s first quarter ended May 2, 2026. See “Note 4 – Business Combinations” and “Note 5 – Goodwill and Acquired Intangible Assets, Net” for more information.

Use of Estimates

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, contingent consideration, goodwill and other intangible assets, forward stock purchase contract, restructuring, government incentives, income taxes, litigation and other contingencies. Actual results could differ from these estimates and such differences could affect the results of operations reported in future periods. 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.

Significant Accounting Policies

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

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MARVELL TECHNOLOGY, INC.
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS ‑ (Continued)

Derivative Financial Instruments

The Company accounts for its derivative instruments as either assets or liabilities and carries them at fair value. For derivative instruments that hedge the exposure to variability in expected future cash flows and are designated as cash flow hedges, the effective portion of the gain or loss on the derivative instrument is reported as a component of accumulated other comprehensive income (loss) in the statement of stockholders’ equity and reclassified into earnings in the same period or periods during which the hedged transaction affects earnings. The ineffective portion of the gain or loss on the derivative instrument is recognized in current earnings. To receive hedge accounting treatment, cash flow hedges must be highly effective in offsetting changes to expected future cash flows on hedged transactions. Derivatives that are not designated as hedges are remeasured at fair value at each reporting period through earnings in the statement of operations and through cash provided by operating activities in the statements of cash flows.

Note 2. Recent Accounting Pronouncements

Accounting Pronouncements Not Yet Effective

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

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

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

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

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MARVELL TECHNOLOGY, INC.
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS ‑ (Continued)

Note 3. Revenue

Disaggregation of Revenue

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

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

Three Months Ended
May 2,
2026 % of Total May 3,
2025 % of Total
Net revenue by end market:
Data center $ 1,832.7   76   % $ 1,440.6   76   %
Communications and other 585.1   24   % 454.7   24   %
$ 2,417.8   $ 1,895.3  

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

Three Months Ended
May 2,
2026 % of Total May 3,
2025 % of Total
Net revenue based on destination of shipment:
China $ 1,057.9   44   % $ 708.9   37   %
Taiwan 519.7   21   % 327.3   17   %
United States 170.5   7   % 305.2   16   %
Other 669.7   28   % 553.9   30   %
$ 2,417.8   $ 1,895.3  

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.

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

Three Months Ended
May 2,
2026 % of Total May 3,
2025 % of Total
Net revenue by customer type:
Direct customers $ 1,188.9   49   % $ 1,069.3   56   %
Distributors 1,228.9   51   % 826.0   44   %
$ 2,417.8   $ 1,895.3  

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

As of the end of a reporting period, some of the performance obligations associated with contracts will have been unsatisfied or only partially satisfied. The Company has elected the practical expedient and does not disclose the value of unsatisfied performance obligations for contracts with an original expected duration of one year or less.
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MARVELL TECHNOLOGY, INC.
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS ‑ (Continued)

Customer Warrant

During fiscal 2025, the Company issued a warrant to a customer for the purchase of up to 4.2 million shares (“Fiscal 2025 Warrant Shares”) of the Company’s common stock at an exercise price of $ 87.77 per share. The warrant has an exercise term of seven years and a vesting term of five years . The Fiscal 2025 Warrant Shares vest primarily based on the customer’s achievement of qualifying product revenue milestones and are recognized as a reduction to revenue as qualifying revenues are recognized during the vesting term. The grant date fair value of the warrant was determined to be $ 54.44 per share and a total fair value of $ 227.6 million using the Black-Scholes option pricing model. A total of 0.9 million Fiscal 2025 Warrant Shares were vested as of May 2, 2026.

During fiscal 2026, the Company issued a warrant to a customer for the purchase of up to 1.0  million shares (“Fiscal 2026 Warrant Shares”) of the Company’s common stock at an exercise price of $ 87.00 per share. The warrant has an exercise term of six years and a vesting term of five years . The Fiscal 2026 Warrant Shares vest based on the customer’s achievement of qualifying product revenues are recognized during the vesting term. The grant date fair value of the warrant was determined to be $ 53.02 per share and a total fair value of $ 55.4  million using the Black-Scholes option pricing model. None of the Fiscal 2026 Warrant Shares have vested as of May 2, 2026.

Note 4. Business Combinations

The following acquisitions were accounted for as business combinations under ASC 805. In accordance with U.S. GAAP requirements for business combinations, the Company allocated the fair value of the purchase consideration, including any contingent consideration, to the tangible assets, liabilities and intangible assets acquired, including in-process research and development (“IPR&D”), generally based on their estimated fair values. The excess purchase price over those fair values is recorded as goodwill. The accounting for business combinations requires management to make significant estimates and assumptions, especially with respect to the fair value of intangible assets and contingent consideration. Acquisition-related costs are expensed in the periods in which such costs are incurred, and recorded in selling, general and administrative expense in the unaudited condensed consolidated statements of operations. See “Note 5 – Goodwill and Acquired Intangible Assets, Net” for additional information.

Celestial AI

On February 2, 2026, the Company completed the acquisition of Celestial AI, Inc. (“Celestial”), a provider of a Photonic Fabric TM technology platform purpose-built for next-generation scale-up interconnect, for a total purchase consideration of $ 3.5  billion. The acquisition of Celestial is expected to accelerate the Company’s connectivity strategy for next-generation AI and cloud data centers. In accordance with the terms of the Agreement and Plan of Reorganization dated December 2, 2025 (the “Celestial Merger Agreement”), the Company issued shares of its common stock and paid cash in exchange for all outstanding equity of Celestial, including shares of Celestial’s preferred and common stock, employee equity awards and warrants.

Contingent on the achievement of specified revenue milestones, the Company may be required to pay additional cash and issue additional shares of its common stock through fiscal 2029. Contingent consideration liability was initially measured at fair value at the acquisition date and included as part of consideration transferred. The contingent consideration liability will be remeasured at fair value at each reporting date with changes recognized in Other expense, net in the Company’s unaudited condensed consolidated statements of operations. See “Note 6 – Fair Value Measurement” for additional information.

The factors contributing to the recognition of goodwill were based upon the Company's conclusion that there are strategic and synergistic benefits that are expected to be realized from the acquisition. Goodwill recorded for the Celestial acquisition is not expected to be deductible for tax purposes.

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MARVELL TECHNOLOGY, INC.
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS ‑ (Continued)

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

Cash consideration $ 1,279.7  
Common stock issued ( 24.5 million shares of the Company's common stock)
1,929.0  
Stock consideration for replacement equity awards attributable to pre-combination service 12.9  
Contingent consideration 315.8  
Total purchase consideration 3,537.4  
Less: Cash and cash equivalents acquired ( 302.8 )
Total purchase consideration, net of cash acquired $ 3,234.6  

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

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

Cash and cash equivalents $ 302.8  
Goodwill 2,404.4  
Acquired intangible assets, net 951.0  
Deferred tax liabilities ( 94.3 )
Other, net ( 26.5 )
Total purchase consideration $ 3,537.4  

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

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

Unaudited Supplemental Pro Forma Information

The unaudited supplemental pro forma financial information presents the combined results of operations as if Celestial had been acquired as of beginning of fiscal 2026. The pro forma information includes non-recurring adjustments for (i) amortization and depreciation for property and equipment and technology licenses, (ii) stock-based compensation expense, and (iii) acquisition related costs. For the three months ended May 2, 2026 and May 3, 2025, pro forma net income was $ 82.2 million and $ 96.8 million, respectively.

The unaudited supplemental pro forma financial information is for illustrative purposes only and is not necessarily indicative of the financial position or results of operations that would have been realized if the Celestial acquisition had been completed on the date indicated, does not reflect synergies that might have been achieved, nor is it indicative of future operating results or financial position. The pro forma adjustments are based upon currently available information and certain assumptions the Company believes are reasonable under the circumstances.

XConn

On February 10, 2026, the Company completed the acquisition of XConn Technologies Holdings, Ltd. (“XConn”), a provider of advanced PCIe and CXL switching silicon, for a total purchase consideration of $ 469.0 million. The acquisition of XConn expands the Company's switching portfolio and augments the Company's UALink TM scale-up switch team. In accordance with the terms of the Agreement and Plan of Reorganization dated January 5, 2026 (the “XConn Merger Agreement”), the Company issued shares of its common stock and paid cash in exchange for all outstanding equity of XConn, including shares of XConn’s preferred and common stock and employee equity awards.

The factors contributing to the recognition of goodwill were based upon the Company's conclusion that there are strategic and synergistic benefits that are expected to be realized from the acquisition. Goodwill recorded for the XConn acquisition is not expected to be deductible for tax purposes.

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MARVELL TECHNOLOGY, INC.
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS ‑ (Continued)

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

Cash consideration $ 272.1  
Common stock issued ( 2.1 million shares of the Company's common stock)
168.9  
Stock consideration for replacement equity awards attributable to pre-combination service 20.5  
Settlement of pre-existing contractual relationship 7.5  
Total purchase consideration 469.0  
Less: Cash acquired ( 0.6 )
Total purchase consideration, net of cash acquired $ 468.4  

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

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

Goodwill $ 394.9  
Acquired intangible assets, net 81.0  
Other, net ( 6.9 )
Total purchase consideration $ 469.0  

Acquisition-related transaction costs in connection with the XConn acquisition were not material for the three months ended May 2, 2026. Pro forma financial information, as well as the revenue and earnings of XConn since the acquisition date, were not material for the periods presented.

Note 5. Goodwill and Acquired Intangible Assets, Net

Goodwill

Goodwill represents the excess of the purchase price over the fair value of the net tangible and identifiable intangible assets acquired in a business combination. The carrying value of goodwill as of May 2, 2026 and January 31, 2026 was $ 13.9  billion and $ 11.1  billion, respectively. During the quarter ended May 2, 2026, the Company completed the acquisitions of Celestial and XConn, and an immaterial acquisition, which collectively increased goodwill by approximately $ 2.8  billion. See “Note 4 – Business Combinations” for further information.

Acquired Intangible Assets, Net

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

Celestial XConn Total Weighted-Average Useful Life (Years)
Developed technology $ —   $ 31.0   $ 31.0   4.0
Customer contracts and related relationships —   4.0   4.0   1.0
In-process research and development 951.0   46.0   997.0   n/a
$ 951.0   $ 81.0   $ 1,032.0  

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MARVELL TECHNOLOGY, INC.
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS ‑ (Continued)

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

May 2, 2026
Gross Carrying Amounts Accumulated Amortization and Impairment Net Carrying Amounts Weighted-Average Remaining Amortization Period (Years)
Developed technologies $ 4,656.0   $ ( 3,696.9 ) $ 959.1   3.3
Customer contracts and related relationships 2,005.0   ( 1,699.6 ) 305.4   1.2

Total acquired amortizable intangible assets $ 6,661.0   $ ( 5,396.5 ) $ 1,264.5   2.8
In-process research and development 1,297.0   —  1,297.0   n/a
Total acquired intangible assets $ 7,958.0   $ ( 5,396.5 ) $ 2,561.5  

January 31, 2026
Gross Carrying Amounts Accumulated Amortization and Impairment
Net Carrying Amounts Weighted-Average Remaining Amortization Period (Years)
Developed technologies $ 4,625.0   $ ( 3,546.0 ) $ 1,079.0   3.3
Customer contracts and related relationships 2,001.0   ( 1,627.5 ) 373.5   1.4
Trade names 50.0   ( 47.8 ) 2.2   0.2

Total acquired amortizable intangible assets $ 6,676.0   $ ( 5,221.3 ) $ 1,454.7   2.8
In-process research and development
300.0   —  300.0   n/a
Total acquired intangible assets $ 6,976.0   $ ( 5,221.3 ) $ 1,754.7  

The intangible assets are amortized on a straight-line basis over the estimated useful lives, except for certain customer contracts and related relationships, which are amortized using an accelerated method of amortization over the expected customer lives, which more closely align with the pattern of realization of economic benefits expected to be obtained. Each IPR&D will be accounted for an indefinite-lived intangible asset and will not be amortized until the underlying project reaches technological feasibility and commercial production, at which point, the IPR&D is reclassified as an amortizable acquired intangible asset and amortized over the asset’s estimated useful life. Useful lives for these IPR&D projects are expected to range between 6 to 13 years. In the event the IPR&D is abandoned, the related assets will be written off.

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

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

Fiscal Year Amount
Remainder of 2027 $ 600.2  
2028 292.7  
2029 139.6  
2030 117.2  
2031 60.8  
Thereafter 54.0  
$ 1,264.5  

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MARVELL TECHNOLOGY, INC.
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS ‑ (Continued)

Note 6. Fair Value Measurements

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

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

The fair value hierarchy also requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value.

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

Time deposits $ —   $ 667.2   $ —   $ 667.2  

Prepaid expenses and other current assets:
Forward stock purchase contract —   —   81.1   81.1  

Other non-current assets:
Marketable equity investments 40.3   —   —   40.3  
Securities under the NQDC plan
7.0   —   —   7.0  
Severance pay fund —   0.8   —   0.8  
Total assets $ 47.3   $ 668.0   $ 81.1   $ 796.4  
Liabilities
Other non-current liabilities:
Contingent consideration liability
$ —   $ —   $ 647.6   $ 647.6  
Total liabilities $ —   $ —   $ 647.6   $ 647.6  

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

Time deposits $ —   $ 72.7   $ —   $ 72.7  

Other non-current assets:
Marketable equity investments 21.7   —   —   21.7  
Securities under the NQDC plan 3.9   —   —   3.9  
Severance pay fund —   0.7   —   0.7  
Total assets $ 25.6   $ 73.4   $ —   $ 99.0  

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MARVELL TECHNOLOGY, INC.
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS ‑ (Continued)

The Company’s Level 1 assets include marketable equity investments and securities under the Company’s non-qualified deferred compensation (“NQDC”) plan, which are classified as other non-current assets and valued primarily using quoted market prices. The Company’s Level 2 assets include time deposits, as the market inputs used to value these instruments consist of market yield. In addition, the severance pay fund is classified within Level 2 of the fair value hierarchy as the valuation inputs are based on quoted prices and market observable data of similar instruments.

The contingent consideration liability associated with the Celestial acquisition is classified as Level 3 in the fair value hierarchy as the Company uses unobservable inputs in estimating the fair value using the Monte Carlo simulation valuation model. Critical estimates and inputs used for the valuation of contingent consideration include forecasted revenue, probability of achievement, stock price volatility, the Company’s stock price and other relevant assumptions and inputs. A significant change in any of these assumptions or relevant inputs could have a material impact to the fair value of the contingent consideration liability. Under the contingent consideration arrangement, the maximum potential settlement is approximately $ 233.0  million of undiscounted cash consideration and approximately 22.4  million shares of the Company’s common stock. See “Note 4 – Business Combinations” for further information.

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

Balance at January 31, 2026 $ —  
Initial measurement on acquisition date 315.8  
Change in fair value 331.8  
Balance at May 2, 2026 $ 647.6  

In April 2026, the Company entered into a cash‑settled forward stock purchase contract to manage its exposure to changes in the Company’s stock price related to the contingent consideration arrangement associated with the Celestial acquisition. The contract has a notional amount of $ 300.0  million and a term of twelve months . The forward stock purchase contract is classified within Level 3 of the fair value hierarchy because the Monte Carlo simulation valuation model uses historical stock price volatility and the Company’s credit spread, both of which are unobservable inputs. The use of observable inputs in place of the unobservable inputs in the Company’s valuation model would not materially change the fair value. During the three months ended May 2, 2026, the Company recognized an unrealized gain of $ 81.1  million related to the forward stock purchase contract, which was recorded in Other expense, net in the Company’s unaudited condensed consolidated statements of operations.

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 May 2, 2026 and January 31, 2026, non-marketable equity investments had a carrying value of $ 140.1  million and $ 129.6  million, respectively, and are included in other non-current assets in the Company’s unaudited condensed consolidated balance sheets. Unrealized net gain including observable price changes for the three months ended May 2, 2026 and May 3, 2025 were not material.

Fair Value of Debt

The Company classified its senior notes as Level 2 in the fair value hierarchy as there are quoted prices from less active markets for the notes. The estimated aggregate fair value of the unsecured senior notes was $ 5.0 billion at May 2, 2026 and $ 4.5  billion at January 31, 2026. See “Note 7 – Debt” for additional information.

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MARVELL TECHNOLOGY, INC.
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS ‑ (Continued)

Note 7. Debt

Summary of Borrowings and Outstanding Debt

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

Effective Interest Rate May 2,
2026 January 31,
2026
Face Value Outstanding:

4.875 % MTG/MTI 2028 Senior Notes
4.940 % / 4.988 %
$ 499.9   $ 499.9  

1.650 % 2026 Senior Notes
1.839 % —   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   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   500.0  
5.300 % 2036 Senior Notes
5.358 % 1,000.0   —  

Total borrowings $ 4,999.9   $ 4,499.9  
Less: Unamortized debt discount and issuance cost ( 38.6 ) ( 29.3 )
Net carrying amount of debt $ 4,961.3   $ 4,470.6  
Less: Current portion (1) —   499.8  

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

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

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 May 2, 2026.

As of May 2, 2026, the 2025 Revolving Credit Facility was undrawn and is available for draw down through June 30, 2030.

The 2025 Revolving Credit Facility requires that the Company and its subsidiaries comply with covenants relating to customary matters. As of May 2, 2026, the Company was in compliance with its debt covenants for the revolving line of credit agreement.

2026 Senior Unsecured Notes

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

2036 Senior Unsecured Notes

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

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MARVELL TECHNOLOGY, INC.
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS ‑ (Continued)

The 2036 Senior Notes have a 10-year term and mature on April 15, 2036. The stated and effective interest rates for the 2036 Senior Notes are 5.300 % and 5.358 %, respectively. The Company may redeem the 2036 Senior Notes, in whole or in part, at any time prior to their maturity at the redemption prices set forth in the 2036 Senior Notes. In addition, upon the occurrence of a change of control repurchase event (which involves the occurrence of both a change of control and a ratings event involving the 2036 Senior Notes being rated below investment grade), the Company will be required to make an offer to repurchase the 2036 Senior Notes at a price equal to 101 % of the principal amount of the 2036 Senior Notes, plus accrued and unpaid interest to, but excluding, the repurchase date. The indenture governing the 2036 Senior Notes also contains certain limited covenants restricting the Company's ability to incur certain liens, merge or consolidate with any other entity or convey, transfer or lease all or substantially all of the Company's properties or assets to another person, which, in each case, are subject to certain qualifications and exceptions. As of May 2, 2026, the Company had $ 1.0 billion borrowings outstanding from the 2036 Senior Notes.

Interest Expense and Future Contractual Maturities

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

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

Fiscal Year Amount
Remainder of 2027 $ —  
2028 —  
2029 1,249.9  
2030 500.0  
2031 500.0  
Thereafter 2,750.0  
Total $ 4,999.9  

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

Note 8.  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.

During the three months ended May 2, 2026, the Company recognized net restructuring related charges of $ 8.7 million, primarily related to contractual obligations and other. During the three months ended May 3, 2025, the Company recognized a net restructuring gain of $ 12.3 million, primarily driven by a gain on the sale of property affected by restructuring actions associated with project and facility reductions to optimize resources, partially offset by employee severance and related costs.

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MARVELL TECHNOLOGY, INC.
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS ‑ (Continued)

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 January 31, 2026 $ 0.4   $ 257.1   $ 257.5  
Charges 0.8   7.9   8.7  
Net cash payments ( 0.5 ) ( 18.3 ) ( 18.8 )

Balance at May 2, 2026 0.7   246.7   247.4  
Less: non-current portion —   184.8   184.8  
Current portion $ 0.7   $ 61.9   $ 62.6  

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

Note 9. 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 May 2, 2026, are as follows (in millions):

Fiscal Year Purchase Commitments to Foundries and Test and Assembly Partners
Technology Services and License Fees

Remainder of 2027 $ 2,265.2   $ 139.0  
2028 174.4   196.1  
2029 68.4   145.2  
2030 66.3   131.7  
2031 64.4   63.4  
Thereafter 118.1   33.9  
Total unconditional purchase commitments $ 2,756.8   $ 709.3  

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

In addition, as of May 2, 2026, the Company had approximately $ 185.5  million of commitments for capital expenditures, the majority of which are expected to be paid within the next twelve months.

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.

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MARVELL TECHNOLOGY, INC.
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS ‑ (Continued)

The Company entered into manufacturing supply capacity reservation agreements with foundries and test and assembly suppliers in prior fiscal years. Under these arrangements, the Company agreed to pay capacity fees or refundable deposits to the suppliers in exchange for reserved manufacturing production capacity over the term of the agreements, which ranges from 4 to 10 years. In addition, the Company committed to certain purchase levels that were in line with the capacity reserved. The Company currently estimates that it has agreed to purchase level commitments of at least $ 448.1  million of wafers, substrates, and other manufacturing products for the remainder of fiscal 2027 through fiscal 2033 u nder the capacity reservation agreements. In addition, total fees and refundable deposits payable under these arrangements are $ 11.5  million through fiscal 2028. Such purchase commitments are summarized in the preced ing table. Subsequent to quarter end, the Company entered into agreements to secure wafer and substrate manufacturing capacity through fiscal years 2030 and 2033, respectively. In connection with these agreements, the Company committed to pay deposits totaling $ 870.0  million, payable in quarterly installments from the second quarter of fiscal 2027 through the second quarter of fiscal 2028.

In September 2021, the Company entered into a technology licensing agreement with a vendor which provided complete access to the vendor’s intellectual property portfolio for 10 years. The arrangement provided access to intellectual property over the term of the contract, including existing intellectual property, as well as intellectual property in development, and to be developed in the future. The contract provided support and maintenance over the term of the contract as well. In the third quarter of fiscal 2025, the Company ceased use of this arrangement due to restructuring actions taken during the quarter, resulting in recognition of asset impairment charges. See “Note 8 – Restructuring” for further information. Aggregate remaining fees of $ 268.5  million as of the cease use date are payable quarterly over the contract term.

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.

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.

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MARVELL TECHNOLOGY, INC.
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS ‑ (Continued)

Intellectual Property Indemnification

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

Note 10. Stockholders ’ Equity

Celestial Acquisition

Following the Celestial acquisition and in accordance with the Celestial Merger Agreement, certain outstanding options to purchase shares of Celestial common stock, each granted under the Celestial AI Amended and Restated 2020 Equity Incentive Plan (“Celestial 2020 EIP”), were assumed by the Company and converted into options to purchase common shares of the Company . The Company filed a registration statement on February 4, 2026 to register 3.9 million common shares of the Company, issuable under the Celestial 2020 EIP, comprised of 3.1 million common shares issuable pursuant to the converted options under the Celestial 2020 EIP and 0.8 million common shares issuable pursuant to awards that may be granted, issued, purchased and/or settled under the Celestial 2020 EIP. The Celestial 2020 EIP provided for the grant of incentive stock options, restricted stock, and restricted stock units to employees, directors, and consultants, with awards generally vesting over 3 to 4 years and options generally having a term of 10 years.

The awards under the Celestial 2020 EIP assumed by the Company in the Celestial acquisition were measured at the acquisition date based on the estimated fair value of $ 203.0  million. A portion of that fair value, $ 12.9  million, which represented the pre-acquisition service provided by employees to Celestial, was included in the total consideration transferred as part of the acquisition. As of the acquisition date, the remaining portion of the fair value of those awards was $ 190.1  million, representing post-acquisition stock-based compensation expense that will be recognized as these employees provide service over the remaining vesting periods.

XConn Acquisition

Following the XConn acquisition and in accordance with the XConn Merger Agreement, certain outstanding options to purchase shares of XConn common stock, each granted under the XConn Amended and Restated 2021 Equity Incentive Plan (“XConn 2021 EIP”), were assumed by the Company and converted into options to purchase common shares of the Company. The Company filed a registration statement on February 20, 2026 to register 0.5 million common shares of the Company, issuable under the XConn 2021 EIP, comprised of 0.5 million common shares issuable upon exercise of convertible options under the XConn 2021 EIP, and 0.1 million common shares issuable pursuant to awards that may be granted, issued, purchased and/or settled under the XConn 2021 EIP. The XConn 2021 EIP provided for the grants incentive share options, nonstatutory share options, share appreciation rights, restricted shares, and restricted stock units to employees, non-employee directors, advisors and consultants with awards generally vest over 3 to 4 years and options generally having a term of 10 years.

The awards under the XConn 2021 EIP assumed by the Company in the XConn acquisition were measured at the acquisition date based on the estimated fair value of $ 35.4  million. A portion of that fair value, $ 20.5  million, which represented the pre-acquisition service provided by employees to XConn, was included in the total consideration transferred as part of the acquisition. As of the acquisition date, the remaining portion of the fair value of those awards was $ 15.0  million, representing post-acquisition share-based compensation expense that will be recognized as these employees provide service over the remaining vesting periods.

Preferred and Common Stock

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

As of May 2, 2026, the Company is authorized to issue 8.0  million shares of $ 0.002 par value preferred stock and 1.3  billion shares of $ 0.002 par value common stock.
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MARVELL TECHNOLOGY, INC.
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS ‑ (Continued)

On March 31, 2026, the Company completed the issuance and sale of 2.0 million shares of Series A Convertible Preferred Stock, par value $ 0.002 per share (the “Series A Preferred Stock”), to NVIDIA Corporation (“NVIDIA”), for an aggregate purchase price of $ 2.0 billion. Each share of Series A Preferred Stock has a stated value of $ 1,000 and is initially convertible, at the option of the holder, into shares of the Company’s common stock at an initial conversion price of approximately $ 91.84 per share into an aggregate maximum of approximately 21.8  million shares of common stock, subject to the satisfaction of applicable regulatory requirements, including the expiration or termination of any applicable waiting period. Holders of the Series A Preferred Stock are entitled to receive dividends on an as‑converted basis in the same manner as holders of common stock, if and when such dividends are declared. In the event of a liquidation, dissolution, or winding up of the Company, holders of the Series A Preferred Stock participate pro rata with holders of common stock on an as‑converted basis. The Series A Preferred Stock has no redemption or preemptive rights. As of May 2, 2026, no shares of Series A Preferred Stock had been converted into common stock.

Note 11. 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 $ 48.8 million and $ 38.0 million for the three months ended May 2, 2026 and May 3, 2025, respectively. The increase in the Company’s effective tax rate was primarily driven by non-deductible adjustments to contingent consideration liability, net of the tax impacts of the Company’s forward stock purchase contract. The Company’s estimated effective tax rate for the year differs from the U.S. 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, non-deductible adjustments to contingent consideration liability, net of the tax impacts of the Company’s forward stock purchase contract, valuation allowance releases as well as discrete tax benefits and expenses for excess deductions and deficiencies on stock-based compensation.

The Company is subject to legislation based on the Organization for Economic Cooperation and Development’s 15% global minimum tax regime which applies to the majority of countries in which the Company operates. As a result of this legislation, the Company’s foreign earnings are generally subject to a minimum tax rate of 15%. On January 5, 2026, the OECD released a comprehensive package of administrative guidance, including the “side-by-side system” that exempts U.S. parented multinational businesses from certain provisions of Pillar Two, specifically the Income Inclusion Rule and the Undertaxed Profits Rule. The OECD guidance provides that the side-by-side system will be effective for fiscal years beginning on or after January 1, 2026. In certain jurisdictions, local legislative action is needed to effectuate “side by side system” and cannot be considered in the Company’s accounting estimates until enactment. The effects of any future legislation in this area are not yet reasonably estimable, but if such legislation is enacted in the future could have a significant effect on the Company’s provision for income taxes, the Company’s financial results, and the Company’s earnings and cash flows.

The One Big Beautiful Bill Act of 2025 (the “2025 Tax Act”) was signed into law on July 4, 2025. The 2025 Tax Act makes permanent key elements of the 2017 Tax Cuts and Jobs Act and modifies certain provisions of the U.S. International tax framework. Certain provisions of the 2025 Tax Act become effective in fiscal year 2027. The Company’s tax provision for the May 2, 2026 period includes the impact of the 2025 Tax Act. The Company will continue to evaluate the impact of the 2025 Tax Act on its income taxes.

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MARVELL TECHNOLOGY, INC.
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS ‑ (Continued)

Note 12. Net Income Per Share

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

  Three Months Ended
  May 2,
2026 May 3,
2025
Common Stock Series A Preferred Stock Consolidated
Basic net income per share:
Numerator:
Allocation of undistributed loss $ ( 19.1 ) $ ( 0.2 ) $ ( 19.3 )
Dividends declared 52.5   1.3   53.8  
Net income — basic $ 33.4   $ 1.1   $ 34.5   $ 177.9  

Denominator:
Weighted-average shares outstanding — basic 874.1   7.9   882.0   864.8  

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

Diluted net income per share:
Numerator:
Net income — basic $ 33.4   $ 1.1   $ 34.5  
Allocation of earnings assuming conversion of preferred stock 1.1   —   *

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

Denominator:
Weighted-average shares outstanding — basic 874.1   7.9   882.0   864.8  
Effect of dilutive securities:
Stock-based awards and warrant shares 11.3   —   11.3   10.8  
Conversion of preferred stock 7.9   —   * —  
Weighted-average shares outstanding — diluted 893.3   7.9   893.3   875.6  

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

Anti-dilutive potential common shares 3.0   3.4  

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

The Company’s Series A Preferred Stock represents a second class of common stock for purposes of computing net income per share under the two-class method. This determination reflects that the Series A Preferred Stock does not have any material preferential rights relative to the Company’s common shares, and its rights and privileges are identical to common shares, except for certain voting rights. See “Note 10 – Stockholders’ Equity” for additional information.

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MARVELL TECHNOLOGY, INC.
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS ‑ (Continued)

Basic net income per common share is calculated by dividing net income allocated to common stockholders including dividends declared, by the weighted-average number of common shares outstanding during the period. Potentially dilutive securities are included in the weighted-average number of common shares outstanding for the computation of diluted net income per common share. The Company applies the treasury stock method for potentially dilutive common shares from stock-based awards, including stock options, restricted stock units, employee stock purchase plan shares and warrant shares. Convertible preferred stock is included in the calculation of diluted net income per common share using the if-converted method. Under the if‑converted method, preferred stock dividends declared and the proportionate share of undistributed earnings (loss) previously attributable to preferred stock are added back to net income allocated to common stockholders, as such shares are assumed to have been converted to common stock at the beginning of the period or date of issuance on a weighted-average basis. In periods of net loss, all potentially dilutive securities are anti-dilutive.

Basic and diluted net income per preferred share is calculated by dividing net income allocated to preferred stockholder divided by the assumed conversion of preferred stock using the if-converted method on a weighted-average basis. Net income per preferred share was comparatively higher in the period of issuance based on the allocation of undistributed earnings (loss) using weighted-average shares outstanding, and in contrast, dividends were allocated based on shares outstanding as of the date of record.

Note 13. 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 inclusive of significant segment expenses and other expense information provided to the CODM (in millions):

Three Months Ended
May 2,
2026 May 3,
2025
Net revenue
$ 2,417.8   $ 1,895.3  
Less:

Product costs (a) 994.0   761.8  
Employee compensation and related in operating expenses 416.1   347.9  
Amortization of acquired intangible assets 225.2   245.7  
Restructuring related charges (gains), net 8.7   ( 12.3 )
Stock-based compensation 207.6   142.1  
Engineering design related costs 72.6   50.7  
Interest expense 52.8   48.7  
Change in fair value of contingent consideration liability, net of forward stock purchase contract 250.7   —  
Provision for income taxes 48.8   38.0  
Other segment items (b) 106.8   94.8  
Net income $ 34.5   $ 177.9  

(a) Includes material, labor and other product related costs, excluding the other categories above.
(b) Includes depreciation and amortization expenses, facilities expenses, legal expenses, interest income and other income and expenses.
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MARVELL TECHNOLOGY, INC.
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS ‑ (Continued)

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

Note 14. 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. Total trade accounts receivable sold under the factoring arrangement was $ 300.9 million and $ 289.6  million for the three months ended May 2, 2026 and May 3, 2025, respectively. $ 295.8 million and $ 279.5  million remained subject to servicing by the Company as of May 2, 2026 and May 3, 2025, respectively. Factoring fees for the sales of receivables were recorded in Other expense, net and were not material for three months ended May 2, 2026 and May 3, 2025.

May 2,
2026 January 31,
2026
Inventories:
Work-in-process $ 1,166.5   $ 1,105.6  
Finished goods 234.4   282.4  
               Inventories $ 1,400.9   $ 1,388.0  

May 2,
2026 January 31,
2026
Property and equipment, net:
Machinery and equipment $ 1,909.1   $ 1,825.2  
Land, buildings, and leasehold improvements 344.4   338.8  
Computer software 142.4   137.1  
Furniture and fixtures 44.2   41.5  
2,440.1   2,342.6  
Less: Accumulated depreciation ( 1,467.6 ) ( 1,407.6 )
               Property and equipment, net $ 972.5   $ 935.0  

May 2,
2026 January 31,
2026
Other non-current assets:
Prepaid ship and debits $ 572.4   $ 584.2  
Operating right-of-use assets 283.7   284.1  
Technology licenses 280.6   296.3  
Prepayments on supply capacity reservation agreements 263.1   278.8  

Non-marketable equity investments 140.1   129.6  
Other 203.3   153.9  
               Other non-current assets $ 1,743.2   $ 1,726.9  

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MARVELL TECHNOLOGY, INC.
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS ‑ (Continued)

  May 2,
2026 January 31,
2026
Accrued liabilities:
Variable consideration estimates (1) $ 702.2   $ 713.8  
Accrued income tax payable 192.6   228.3  
Technology license obligations 100.0   84.1  
Deferred revenue 63.7   40.1  
Accrued restructuring 57.2   55.1  
Lease liabilities - current portion 54.5   56.5  
Accrued interest 39.9   45.7  
Accrued royalties 28.7   25.1  

Other 96.8   88.4  
               Accrued liabilities $ 1,335.6   $ 1,337.1  

(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.

May 2,
2026 January 31,
2026
Other non-current liabilities:

Contingent consideration liability $ 647.6   $ —  
Lease liabilities - non-current 261.4   263.2  
Non-current restructuring liabilities 184.8   193.9  
Technology license obligations 145.2   160.4  
Non-current income tax payable 119.8   117.4  
Deferred tax liabilities 95.7   20.5  
Other 36.1   30.2  
               Other non-current liabilities $ 1,490.6   $ 785.6  

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):

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

Unrealized Gain (Loss) on Cash Flow Hedges

Balance at February 1, 2025 $ 0.4  
Other comprehensive income (loss) before reclassifications ( 0.4 )
Amounts reclassified from accumulated other comprehensive income (loss) ( 0.1 )
Net current-period other comprehensive income (loss), net of tax ( 0.5 )
Balance at May 3, 2025 $ ( 0.1 )

Consolidated Statements of Cash Flows

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

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MARVELL TECHNOLOGY, INC.
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS ‑ (Continued)

Stock Repurchase Program

On September 24, 2025, the Company’s Board of Directors authorized a $ 5.0  billion addition to the balance of its existing stock repurchase program (collectively, the Stock Repurchase Program), increasing the total repurchase authority to $ 9.7  billion. The Company's stock repurchase program commenced in fiscal 2017, and has no fixed expiration. As of May 2, 2026, $ 5.3  billion remained available for future stock repurchases. The Company intends to effect stock repurchases in accordance with the conditions of Rule 10b-18 under the Exchange Act, but may also make repurchases in the open market outside of Rule 10b-18 or in privately negotiated transactions. The stock repurchase program is subject to market conditions, legal rules and regulations, and other factors, and does not obligate the Company to repurchase any dollar amount or number of shares of its common stock and the repurchase program may be extended, modified, suspended or discontinued at any time.

During the three months ended May 2, 2026, the Company repurchased 1.4 million shares of its common stock for $ 200.0  million, including 0.8 million shares of its common stock repurchased for $ 120.0  million pursuant to a 10b5-1 trading plan. During the three months ended May 3, 2025, the Company repurchased 5.6  million shares of its common stock for $ 340.0  million. The Company records all repurchases, as well as investment purchases and sales, based on their trade date. The repurchased shares are retired immediately after repurchases are completed.

Subsequent to quarter end through May 26, 2026, the Company repurchased 1.1  million shares of its common stock for $ 200.0  million pursuant to a 10b5-1 trading plan.
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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 Data Center and Communications 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; as well as risks related to global economic conditions such as the current armed conflict in Israel and the Middle East;
• risks related to the potential impact of AI on our business model and products;
• risks related to our ability to scale our business;
• 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 tariffs and trade restrictions with China 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 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 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 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;
• cybersecurity risks;
• risks related to our debt obligations;
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• 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 issuance of preferred stock;
• 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. Unless required by law, 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 and communications and other end markets.

Net revenue in the first quarter of fiscal 2027 was $2.4 billion and was 28% higher than net revenue in the first quarter of fiscal 2026. This was due to increases in sales from the data center end market by 27%, and from the communications and other end market by 29%. The increase was partially offset by a decrease in sales from our automotive ethernet product portfolio 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 was driven by AI-related demand for a broad range of our products, including electro-optics, custom, storage, and switching. We have continued to see revenue recovery in our communications and other end market driven by normalizing customer inventory levels.

On February 2, 2026, we completed the acquisition of Celestial AI, Inc., a provider of a Photonic Fabric TM technology platform purpose-built for next-generation scale-up interconnect. The acquisition of Celestial is expected to accelerate our connectivity strategy for next-generation AI and cloud data centers.

On February 10, 2026, we completed the acquisition of XConn Technologies Holdings, Ltd., a provider of advanced PCIe and CXL switching silicon. The acquisition of XConn expands our switching portfolio and augments our UALink TM scale-up switch team.

The unaudited condensed consolidated financial statements include the operating results of Celestial and XConn for the period from the dates of acquisition through our first quarter ended May 2, 2026. See “Note 4 – Business Combinations” and “Note 5 – Goodwill and Acquired Intangible Assets, Net” in the Notes to Unaudited Condensed Consolidated Financial Statements for additional information.

During the first quarter of fiscal 2027, Marvell and NVIDIA Corporation (“NVIDIA”) announced a strategic partnership to connect our custom XPUs and compatible scale-up networking with NVIDIA’s AI infrastructure ecosystem. On March 31, 2026, we completed the issuance of Series A Convertible Preferred Stock to NVIDIA for an aggregate purchase price of $2.0 billion. See “Note 10 – Stockholders’ Equity” in the Notes to Unaudited Condensed Consolidated Financial Statements for additional information.

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We continue to monitor the environment for potential impacts on supply and demand from tariffs and other geo-political events.

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 have enacted alternative incentive programs, which operate within the Pillar Two tax framework. We have entered into agreements with governmental agencies to secure such incentives and we record the benefit associated with these incentives as earned when there is reasonable assurance that we will meet the conditions of the incentive agreements and that the incentives will ultimately be received.

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. 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 three months ended May 2, 2026, we repurchased 1.4 million shares of our common stock for $200.0 million. As of May 2, 2026, $5.3 billion remained available for future stock repurchases. Subsequent to quarter end through May 26, 2026, we repurchased 1.1 million shares of our common stock for $200.0 million pursuant to a 10b5-1 trading plan.

We returned $253.8 million to stockholders in the three months ended May 2, 2026 through $200.0 million in repurchases of shares of our common stock and $53.8 million in cash dividends.

Cash and Short-Term Investments. Our cash and cash equivalents were $3.8 billion at May 2, 2026, which were $1.2 billion higher than our balance at January 31, 2026 of $2.6 billion.

Sales and Customer Composition. Our accounts receivable were concentrated with three customers at May 2, 2026, who represented a total of 75% of gross accounts receivable, compared with five customers at May 3, 2025, who represented a total of 72% 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
May 2,
2026 May 3,
2025
Direct Customer:
Customer A
16% 16%

Distributor:
Distributor A 45% 36%

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.

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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 83% and 74% of our net revenue in the three months ended May 2, 2026 and May 3, 2025, 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 9 – 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 May 2, 2026 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 January 31, 2026.

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
May 2,
2026 May 3,
2025
Net revenue 100.0  % 100.0  %
Cost of goods sold 47.9  49.7 
Gross profit 52.1  50.3 
Operating expenses:
Research and development 27.0  26.8 
Selling, general and administrative 10.7  9.8 
Restructuring related charges, net 0.4  (0.6)
Total operating expenses 38.1  36.0 
Operating income 14.0  14.3 

Interest and other loss, net (10.6) (2.9)

Income before income taxes 3.4  11.4 
Provision for income taxes 2.0  2.0 
Net income 1.4  % 9.4  %

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Three months ended May 2, 2026 and May 3, 2025

Net Revenue

  Three Months Ended  
May 2,
2026 May 3,
2025 %
Change

  (in millions, except percentage)
Net revenue $ 2,417.8  $ 1,895.3  28%

Our net revenue for the three months ended May 2, 2026 increased by $522.5 million, or 28%, compared to net revenue for the three months ended May 3, 2025. This was primarily due to a 27% increase in sales from the data center end market which benefited from strong AI-related demand. Sales from the communications and other end market also increased by 29%, which has continued to recover due to normalizing customer inventory levels, partially offset by a decrease in sales from our automotive ethernet product portfolio 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
May 2,
2026 May 3,
2025 %
Change

  (in millions, except percentage)
Cost of goods sold $ 1,157.0  $ 942.9  23%
% of net revenue 47.9  % 49.7  %
Gross profit $ 1,260.8  $ 952.4  32%
% of net revenue 52.1  % 50.3  %

Cost of goods sold as a percentage of net revenue decreased for the three months ended May 2, 2026 compared to the three months ended May 3, 2025, which was primarily 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 months ended May 2, 2026 increased by 1.8 percentage points, compared to the three months ended May 3, 2025.

Research and Development

  Three Months Ended  
May 2,
2026 May 3,
2025 %
Change

  (in millions, except percentage)
Research and development $ 652.3  $ 507.7  28%
% of net revenue 27.0  % 26.8  %

Research and development expense increased by $144.6 million in the three months ended May 2, 2026 compared to the three months ended May 3, 2025. The increase was primarily due to higher overall spending to support our R&D initiatives, including increased employee compensation and related costs, primarily driven by growth in headcount including the addition of new employees from our recent acquisitions. The increase is also due to higher acquisition related costs of $22.3 million.

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Selling, General and Administrative

  Three Months Ended  
May 2,
2026 May 3,
2025 %
Change

  (in millions, except percentage)
Selling, general and administrative $ 258.4  $ 186.4  39%
% of net revenue 10.7  % 9.8  %

Selling, general and administrative expense increased by $72.0 million in the three months ended May 2, 2026 compared to the three months ended May 3, 2025. The increase was primarily due to higher acquisition related costs of $42.6 million, as well as an increase in employee compensation and related costs, primarily driven by increased headcount including the addition of new employees from our recent acquisitions.

Restructuring Related Charges (Gains), Net

  Three Months Ended
May 2,
2026 May 3,
2025 %
Change

  (in millions, except percentage)
Restructuring related charges (gains), net $ 10.7  $ (12.3) *
% of net revenue 0.4  % (0.6) %

*Not meaningful.

We recognized net restructuring related charges of $10.7 million in the three months ended May 2, 2026 as we continued to evaluate our existing operations to increase operational efficiency, decrease costs and increase profitability. See “Note 8 – Restructuring” in the Notes to Unaudited Condensed Consolidated Financial Statements for further information.

Interest and Other Loss, Net

  Three Months Ended  
May 2,
2026 May 3,
2025 %
Change

  (in millions, except percentage)
Interest expense $ (52.8) $ (48.7) 8%
Other expense, net (203.3) (6.0) *
Interest and other loss, net $ (256.1) $ (54.7) *
% of net revenue (10.6) % (2.9) %

*Not meaningful.

Interest and other loss, net increased by $201.4 million in the three months ended May 2, 2026 compared to the three months ended May 3, 2025. The increase was primarily due to a $331.8 million increase in fair value of the contingent consideration liability associated with the Celestial acquisition, partially offset by an unrealized gain of $81.1 million from the forward stock purchase contract and higher net unrealized gains from equity investments in the three months ended May 2, 2026.

Provision for income taxes

  Three Months Ended  
May 2,
2026 May 3,
2025 %
Change

  (in millions, except percentage)
Provision for income taxes $ 48.8  $ 38.0  28%

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Our income tax expense for the three months ended May 2, 2026 was $48.8 million compared to a tax expense of $38.0 million for the three months ended May 3, 2025. T hese amounts differed from the U.S. federal statutory tax rate of 21%, primarily due to a substantial portion of earnings or 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, and discrete tax benefits and expenses for excess deductions and deficiencies on stock-based compensation. Income tax expense for the three months ended May 2, 2026 also differs from the U.S. statutory rate of 21% due to non-deductible adjustments to contingent consideration liability, net of the tax impacts of our forward stock purchase contract. The recorded tax expense is based on year-to-date pre-tax results, forecasted pre-tax 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 and modifies certain provisions of the U.S. International tax framework. Certain provisions of the 2025 Tax Act become effective in fiscal year 2027. Our tax provision for the May 2, 2026 period includes the 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 income 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 January 5, 2026, the OECD released a comprehensive package of administrative guidance, including the “side-by-side system” that exempts U.S. parented multinational businesses from certain provisions of Pillar Two, specifically the Income Inclusion Rule and the Undertaxed Profits Rule. The OECD guidance provides that the side-by-side system will be effective for fiscal years beginning on or after January 1, 2026. In certain jurisdictions, local legislative action is needed to effectuate “side by side system” and cannot be considered in our accounting estimate until enactment. The effects of any future legislation in this area are not yet reasonably estimable, but if such legislation is enacted in the future could have a significant effect on our provision for income taxes, our financial results, and our earnings and cash flows.

We are subject to the examination of our income tax returns by the Internal Revenue Service and other tax authorities. The outcome of these audits cannot be predicted with certainty. Management regularly assesses the likelihood of adverse outcomes resulting from these examinations to determine the adequacy of our provision for income taxes. If any issues addressed in our tax audits are resolved in a manner not consistent with management’s expectations, we could be required to adjust our provision for income taxes in the period such resolution occurs.

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. See also Part II, Item 1A, “Risk Factors” of this Quarterly Report on Form 10-Q, under the caption “Changes in existing taxation benefits, tax rules or tax practices may adversely affect our financial results.”

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Liquidity and Capital Resources

Our principal source of liquidity as of May 2, 2026 consisted of approximately $3.8 billion of cash and cash equivalents, of which approximately $1.6 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.

During the fiscal quarter ended May 2, 2026, we completed the acquisitions of Celestial and XConn in which we paid cash, net of cash acquired and holdback amounts, of $1.0 billion, and $270.2 million, respectively and also issued a total of 26.8 million shares of our common stock. For the Celestial acquisition, contingent on the achievement of specified revenue milestones, we may be required to pay additional cash and issue additional shares of our common stock through fiscal 2029. See “Note 4 – Business Combinations” and “Note 5 – Goodwill and Acquired Intangible Assets, Net” in the Notes to Unaudited Condensed Consolidated Financial Statements for more information.

On March 31, 2026, we completed the issuance and sale of 2.0 million shares of our Series A Convertible Preferred Stock to NVIDIA for an aggregate purchase price of $2.0 billion in cash. The shares of Series A Convertible Preferred Stock are initially convertible in the aggregate into a maximum of approximately 21.8 million shares of our common stock. See “Note 10 – Stockholders’ Equity” in the Notes to Unaudited Condensed Consolidated Financial Statements for additional information.

As of May 2, 2026, we had total borrowings outstanding of $5.0 billion, consisting of senior notes outstanding.

On April 15, 2026, we completed a debt offering and issued $1.0 billion Senior Notes with a 10-year term due in 2036 ("2036 Senior Notes"). We used a portion of the net proceeds from the 2036 Senior Notes to repay the $500.0 million 2026 Senior Notes at maturity.

We have a revolving credit facility with a borrowing capacity of up to $1.5 billion and a 5-year term (“2025 Revolving Credit Facility”). As of May 2, 2026, the 2025 Revolving Credit Facility was undrawn and is available for draw down through June 30, 2030.

Subsequent to quarter end, we entered into agreements to secure long-term wafer and substrate manufacturing capacity, in which we committed to pay deposits totaling $870.0 million, payable in quarterly installments from the second quarter of fiscal 2027 through the second quarter of fiscal 2028. For a description of our contractual obligations including debt and purchase commitments, see “Note 7 – Debt,” and “Note 9 – 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 months ended May 2, 2026, 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 14 – Supplemental Financial Information” in the Notes to Unaudited Condensed Consolidated Financial Statements for additional 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 9 – 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.

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Future payment of a regular quarterly cash dividend on our common and preferred 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.

Cash Flows from Operating Activities

Net cash provided by operating activities for the three months ended May 2, 2026 was $638.8 million. We had a net income of $34.5 million adjusted for the following non-cash items: change in fair value of contingent consideration liability of $331.8 million, amortization of acquired intangible assets of $225.2 million, stock-based compensation expense of $207.6 million, depreciation and amortization of $95.4 million, unrealized gain on forward stock purchase contract of $81.1 million, deferred income tax of $13.8 million, and $23.2 million of net loss from other non-cash items. Cash outflow from working capital of $211.6 million for the three months ended May 2, 2026 was primarily driven by decreases in accounts payable, accrued employee compensation, and accrued liabilities and other non-current liabilities, partially offset by a decrease in accounts receivable. The decrease in accounts payable was primarily due to the timing of payments. The decrease in accrued employee compensation was primarily due to bonus payout of our annual employee bonus plan. The decrease in accrued liabilities and other non-current liabilities was primarily driven by decreases in income tax payable and stock rotation accruals, partially offset by higher ship and debit claims accrual. The decrease in accounts receivable was primarily due to increased factoring of receivables and more ratable billings and collections during the quarter.

Net cash provided by operating activities for the three months ended May 3, 2025 was $332.9 million. We had a net income of $177.9 million adjusted for the following non-cash items: amortization of acquired intangible assets of $245.7 million, stock-based compensation expense of $142.1 million, depreciation and amortization of $84.2 million, restructuring related gains of $14.0 million, deferred income tax benefit of $4.3 million, and $44.1 million of net loss from other non-cash items. Cash outflow from working capital of $342.8 million for the three months ended May 3, 2025 was primarily driven by a decrease in accrued employee compensation, and increases in accounts receivable and inventories. The decrease in accrued employee compensation was due to bonus payout of our annual employee bonus plan. The increase in accounts receivable was primarily due to higher sales and lower distribution sales reserves, partially offset by higher factored receivables. Inventories grew sequentially in support of expected revenue growth.

Cash Flows from Investing Activities

For the three months ended May 2, 2026, net cash used in investing activities of $1.4 billion was primarily driven by acquisitions, net of cash acquired of $1.3 billion, and purchases of property and equipment of $155.7 million.

For the three months ended May 3, 2025, net cash used in investing activities of $94.1 million was primarily driven by purchases of property and equipment of $118.8 million, partially offset by proceeds from sales of property and equipment of $25.9 million.

Cash Flows from Financing Activities

For the three months ended May 2, 2026, net cash provided by financing activities of $2.0 billion was primarily attributable to $2.0 billion proceeds from issuance of preferred stock, and $1.0 billion proceeds from borrowings, partially offset by $500.0 million repayment of debt principal, $227.2 million for tax withholding payments on behalf of employees for net share settlements, $200.0 million repurchases of common stock, $53.8 million for payment of our quarterly dividends, and $27.2 million payments on technology license obligations.

For the three months ended May 3, 2025, net cash used in financing activities of $301.2 million was primarily attributable to $340.0 million repurchases of common stock, $51.8 million for payment of our quarterly dividends, $50.2 million for tax withholding payments on behalf of employees for net share settlements, $32.8 million repayment of debt principal, and $26.8 million payments on technology license obligations, partially offset by $200.0 million proceeds from borrowings.

Indemnification Obligations

See “Note 9 – 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.

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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 May 2, 2026, 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 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%.
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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 May 2, 2026.

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 May 2, 2026 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.

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PART II. OTHER INFORMATION

Item 1. Legal Proceedings

The information under the caption “Contingencies and Legal Proceedings” as set forth in “Note 9 – 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 Data Center and Communications 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, as well as risks related to global economic conditions such as the current armed conflict in Israel and the Middle East;
• risks related to the potential impact of AI on our business model and products;
• risks related to our ability to scale our business;
• 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 tariffs and trade restrictions with China 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 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 our ability to execute on changes in strategy and realize the expected benefits from restructuring activities;
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• 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 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;
• cybersecurity risks;
• risks related to our debt obligations;
• 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 issuance of preferred stock;
• 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.

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CHANGES IN PRODUCT DEMAND CAN ADVERSELY AFFECT OUR FINANCIAL RESULTS

Unfavorable or uncertain conditions in the Data Center and Communications markets may cause fluctuations in our rate of revenue growth or financial results.

World-wide markets for our data center and communications related 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 data center and communications 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 data center and communications 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 data center and communication products 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. Further, the current level of capital expenditure (capex) on AI infrastructure may not be sustainable over the long term and a significant reduction in AI-related spending will likely harm our financial results. In addition, in the future our customers may decelerate or reallocate their capital expenditures for other uses, which could delay or reduce the demand for our products and negatively impact our revenue. In addition, rapidly evolving technologies, including AI, could change the business needs of our customers in the data center and communications markets in ways we are not yet able to predict. AI systems may make unforeseen or unintended discoveries that may disrupt our customers’ existing products, services, or business strategy and potentially render some of our customers current offerings and products obsolete which may have a material adverse effect on our revenue and profitability. 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 data center and communications 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 2026, 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 82% of our total net revenue for fiscal 2026. 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.

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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.

Advances in artificial intelligence could disrupt our business model and materially adversely affect our results of operations and financial condition.

Rapid advances in artificial intelligence (“AI”) and machine learning (“ML”) technologies, including generative AI, could fundamentally alter the semiconductor industry and disrupt our business model and operations. AI-driven tools and platforms are increasingly being deployed across the integrated circuit (“IC”) development lifecycle, including in chip architecture design, electronic design automation (“EDA”), layout optimization, verification, testing, and process node development. If AI-enabled efficiencies substantially reduce the complexity, cost, or time required to design, develop, and manufacture semiconductor products, our competitive position could be materially and adversely affected.

AI-driven design tools may lower traditional barriers to entry in the semiconductor industry by enabling new market participants, including technology companies that have not historically engaged in chip design, to develop high-performance, custom semiconductor solutions in-house with reduced reliance on third-party chip suppliers. This trend toward internal chip development, sometimes referred to as "insourcing" or "vertical integration," could reduce demand for our products and erode our market share. In particular, large cloud computing providers, automotive original equipment manufacturers, and other technology-focused enterprises have already begun investing in proprietary chip design capabilities, and advancements in AI may accelerate this trend.

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AI and ML technologies may enable our existing competitors to achieve design and manufacturing efficiencies that we are unable to match, thereby diminishing or eliminating our current technological or cost advantages. Competitors that more effectively integrate AI into their IC development workflows may be able to bring products to market faster, at lower cost, or with superior performance characteristics compared to our offerings. If we fail to adopt and integrate AI technologies into our own design and development processes at a pace consistent with or faster than our competitors, our products could become less competitive, which would have a material adverse effect on our revenue and profitability.

AI-generated efficiencies may compress product development cycles across the industry, which could shorten the useful commercial life of our existing products and reduce the return on our research and development investments. As AI tools enable more rapid iteration and optimization of chip designs, customers may expect faster product refresh cycles, placing additional pressure on our research and development resources and potentially leading to accelerated inventory obsolescence.

Our investment in AI-related capabilities may not yield the anticipated benefits. Developing, acquiring, or integrating AI-driven tools and talent into our operations will require significant capital expenditures and operational resources, and there is no assurance that these investments will generate a return sufficient to justify their cost. Additionally, the deployment of AI technologies in our design and manufacturing processes may introduce new and unforeseen risks, including design errors, security vulnerabilities, intellectual property concerns, and regulatory compliance challenges that could increase our costs, expose us to liability, or delay product launches. See also, “ Costs related to defective products could have a material adverse effect on us ” and “ Cybersecurity risks could adversely affect our business and disrupt our operations ” for additional information.

AI technologies may disrupt the broader semiconductor supply chain and ecosystem in ways that are difficult to predict. For example, AI-driven advances in chiplet-based architectures, advanced packaging, or novel materials science could render certain of our existing product lines, manufacturing processes, or intellectual property less valuable or obsolete. Furthermore, the increasing use of AI in semiconductor design raises complex and evolving questions around intellectual property ownership, patentability, and trade secret protection, and the legal frameworks governing these issues remain uncertain and may develop in ways that are unfavorable to our business. See also, “ We may be unable to protect our intellectual property, which would negatively affect our ability to compete ” for additional information.

We cannot predict the pace or trajectory of AI development or the extent to which AI-driven disruption will affect the semiconductor industry. If we are unable to anticipate and adapt to these changes in a timely and effective manner, our business, financial condition, results of operations, and competitive position could be materially and adversely affected.

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.

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. ”

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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.

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.

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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.

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