Marvell Technology (MRVL) 10-K risk factor changes: FY2024 vs FY2023

- risks related to changes in general [removed: economic] [added: macroeconomic] conditions such as economic slowdowns, inflation, stagflation, rising interest rates, [added: financial institution instability,] and recessions or political conditions, such as the tariffs and trade restrictions with China, Russia and other foreign nations, and specific conditions in the end markets we address, including the continuing volatility in the technology sector and semiconductor industry and the U.S. National Science and Technology Council’s designation of semiconductors as a critical and emerging technology;

- 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; [added: and]

- risks related to our ability to design, develop and introduce new and enhanced products, in particular in the [removed: 5G and] [added: 5G,] Cloud [added: and Artificial Intelligence (“AI”)] markets, in a timely and effective manner, as well as our ability to anticipate and adapt to changes in technology;

- 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 [removed: third party] [added: third-party] manufacturing partners or suppliers operate, such as Taiwan and elsewhere in the Pacific Rim;

- risks related to our [removed: Environmental, Social and Governance (ESG)] [added: sustainability] programs; [removed: and]

We face risks related to recessions, inflation, stagflation and other [removed: economic conditions][added: macroeconomic conditions.]

Customer demand for our products may be impacted by weak [removed: economic] [added: macroeconomic] conditions, inflation, stagflation, recessionary or lower-growth environments, rising interest rates, equity market volatility or other negative economic factors in the U.S. or other nations.

In addition, these economic conditions [added: have resulted in the past, and] could result in [added: the future, in] higher inventory levels and the [removed: possibility of] resulting excess capacity charges from our manufacturing partners if we need to slow production to reduce inventory levels.

See also, [removed: “Our] [added: *“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 [removed: reasons.”][added: reasons.”*]

Unfavorable or uncertain conditions in the [removed: 5G and] [added: 5G,] Cloud [added: and AI] markets may cause fluctuations in our rate of revenue growth or financial results.

World-wide markets for our [removed: 5G and] [added: 5G,] Cloud [added: and AI] products may not develop in the manner or in the time periods we anticipate.

If domestic and global economic conditions continue to worsen, overall spending on our [removed: 5G and] [added: 5G,] Cloud [added: and AI] products may be reduced, which would adversely impact demand for our products in these markets.

Even if the [removed: 5G and] [added: 5G,] Cloud [added: and AI] markets develop 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’ planned roll-out of 5G wireless communication [removed: systems or] [added: systems,] Cloud systems, [added: or products for the AI market,] 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 [removed: 5G] [added: 5G, Cloud,] and [removed: Cloud] [added: AI] are still [removed: developing,] [added: emerging,] demand for these products may be unpredictable and may vary significantly from one period to another.

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 [removed: political] [added: political, regulatory] and economic policies of [removed: the U.S. government] [added: governments] in connection with trade with China [added: 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 [removed: 5G and] [added: 5G,] Cloud [added: and AI] markets.

For example, during fiscal [removed: 2023,] [added: 2024,] we had one [removed: distributor,] [added: distributor] whose revenue as a percentage of our net revenue was 10% or greater of total net revenues.

In addition, net revenue from our ten (10) largest customers, including this distributor, represented [removed: 63%] [added: 72%] of our net revenue for the fiscal year ended [removed: January 28, 2023.][added: February 3, 2024.]

Conversely, we may have insufficient inventory or be unable to obtain the supplies or contract manufacturing capacity to meet [removed: that demand] [added: demand,] which would result in lost revenue opportunities and potential loss of market share as well as damaged customer relationships.

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 [added: that] we hold to [removed: ensure we have] [added: provide us with more] flexibility to support our customers.

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 [added: 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.

The risk of obsolescence and/or excess inventory is heightened for semiconductor solutions [removed: designed for consumer electronics] due to the rapidly changing market for these types of products.

The semiconductor industry, and specifically the storage, [removed: networking and] [added: networking,] infrastructure [removed: markets, is] [added: and AI markets are] extremely competitive.

For example, NVIDIA Corporation acquired Mellanox Technologies in April 2020, Infineon acquired Cypress Semiconductors in April 2020, Renesas Electronics Corporation acquired Dialog Semiconductor in August 2021, [added: Analog Devices acquired Maxim Integrated Products in 2021,] AMD acquired Xilinx, Inc. in February 2022 and Pensando Systems in May [removed: 2022 and] [added: 2022,] Qualcomm acquired Veonner in [removed: 2022.][added: April 2022, and Broadcom acquired VMware in November 2023.]

For example, during the first few quarters of fiscal [removed: year] 2023 supply shortages in the semiconductor industry of multi-layer complex substrates, IC packaging capacity and fab constraints resulted in increased lead times, inability to meet demand, and increased costs.

[removed: Entry] [added: We may enter] into new markets, [removed: such as] [added: including] markets with different business models, as a result of our acquisitions [added: or for other reasons that] may reduce our gross margin and operating margin.

In addition, the costs related to this type of business model typically include significant NRE [removed: (non-recurring engineering)] costs that customers pay based on the completion of milestones.

With respect to risks related to our use of third-party intellectual property, see also, [removed: “We] [added: “*We] have been named as a party to several legal proceedings and may be named in additional ones in the future, including litigation involving our patents and other intellectual property, which could subject us to liability, require us to indemnify our customers, require us to obtain or renew licenses, require us to stop selling our products or force us to redesign our [removed: products.”][added: products.*”]

We face risks related to [removed: the COVID-19 pandemic] [added: global pandemics,] which [removed: has, and] may [removed: continue in the future to,] significantly disrupt and adversely impact our manufacturing, research and development, operations, sales and financial results.

Our business [removed: has been, and may continue to be,] [added: was] adversely impacted by the effects of the COVID-19 pandemic [removed: or other] [added: and may be similarly adversely impacted by] future pandemics.

In addition to global and domestic macroeconomic effects, during fiscal [removed: years] 2022 and [added: fiscal] 2023 the COVID-19 pandemic and related adverse public health measures caused disruption to our global operations and sales.

Our third-party manufacturing partners, suppliers, distributors, sub-contractors and customers [removed: have been, and may continue to be,] [added: were] disrupted by worker absenteeism, quarantines and restrictions on their employees’ ability to work; office and factory closures; disruptions to ports and other shipping infrastructure; border closures; and other travel or health-related restrictions.

Although the pandemic related restrictions above have eased in [removed: many] [added: most] places, [removed: the ongoing pandemic, including large outbreaks,] resurgences of COVID-19 in various regions and appearances of new variants of the virus, has resulted, and may continue to result, in their full or partial reinstitution.

In addition, although many countries have vaccinated large segments of their population, during fiscal [removed: year 2023] [added: 2023, the] COVID-19 [added: pandemic] continued to disrupt business activities, trade, and supply chains in many countries.

Any failure of, or delay in, these efforts could negatively impact performance [removed: our] [added: and] financial results.

Our long-term strategy has included in the past, and may continue to include in the future, identifying and acquiring, investing in or merging with suitable companies, or divesting [removed: of] certain business lines, assets or activities.

Our use of cash to fund our acquisitions has reduced our liquidity and may (i) limit our flexibility in responding to other business [removed: opportunities] [added: opportunities,] and (ii) increase our vulnerability to adverse economic and industry conditions.

[removed: Regional Concentration][added: *Regional Concentration*]

Because of the geographic concentration of [added: most of] these third-party foundries, as well as our assembly, testing and packaging subcontractors, we are exposed to the risk that their operations may be disrupted by regional events including, for example, droughts, earthquakes (particularly in Taiwan and elsewhere in the Pacific Rim close to fault lines), tsunamis or typhoons, severe storms, power outages, or by actual or threatened public health emergencies such as the COVID-19 pandemic and future pandemics, or by political, social or economic instability, or by geopolitical tensions and conflicts.

[removed: No] [added: *No] Guarantee of Capacity or [removed: Supply][added: Supply*]

We have in the past including in the first few quarters of fiscal [removed: year] 2023, and may in the future, experience a number of industry-wide supply constraints affecting the type of high complexity products we provide for data infrastructure.

- cybersecurity risks;

See also, “*Management’s Discussion and Analysis of Financial Condition and Results of Operations - Sales and Customer Composition.*”

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 their own semiconductor solutions with the use of generally available intellectual property licensed from third-parties which could result in a loss of business for Marvell.

This strategy, and our willingness to use cash to pay for such transactions, may be adversely impacted by increasing interest rates.

Moreover, while Israel’s declaration of war on Hamas, a U.S. designated Foreign Terrorist Organization, and current armed conflict in Israel and the Gaza Strip is not expected to have a material impact on us, we are unable to predict the full impact this conflict will have on us or our operations in Israel due to impacts on the supply chain, global and domestic economies, interest rates and stock markets.

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.

See also, *“Cybersecurity risks could adversely affect our business and disrupt our operations.”*

Moreover, to the extent the governments of China, the United States or other countries seek to promote use of domestically produced products or to reduce the dependence upon or use of products from another (sometimes referred to as “decoupling”), they may adopt or apply regulations or policies that have the effect of reducing business opportunities for us.

Such actions may take the form of specific restrictions on particular customers, products, technology areas, or business combinations.

For example, in the area of investments and mergers and acquisitions, the United States has recently announced new requirements for approval by the United States government of outbound investments; and the approval by China regulatory authorities is required for business combinations of companies that conduct business in China over specific thresholds, regardless of where those businesses are based.

Restrictions may also be imposed based on whether the supplier is considered unreliable or a security risk.

For example, the Chinese government adopted a law that would restrict purchases from suppliers deemed to be “unreliable suppliers”.

In May 2023, the Cyberspace Administration of China banned the sale of Micron Technology, Inc.’s products to certain entities in China and stated that such products pose significant security risks to China's critical information infrastructure supply chain and national security.

Then in July 2023, China announced restrictions on the export of gallium and geranium, both of which are used in the manufacture of semiconductors, stating that such restrictions are intended to protect China’s national security.

While we don’t expect these recently announced restrictions to materially impact us, any export restrictions reducing our ability to manufacture our products can adversely impact our revenues, profits and results of operations.

Concerns that semiconductors are necessary for national security, manufacturing and critical infrastructure, as well as concerns of their potential use to restrict human rights, has led to increased U.S. export restrictions impacting sales of semiconductors and semiconductor technology to China or specific customers in China.

In addition, certain existing export licenses to China may be revoked due to changes in U.S. government policy.

Export restrictions reducing our sales of products to China, have in the past and can adversely impact our revenues, profits and results of operations.

This can adversely affect accurately assessing our current and future demand for our products and our business.

- transportation delays such as the blockage of the Suez Canal affecting the flow of trade out of Asia, port closures and similar logistical issues;

For example, we are subject to risks related to Israel’s declaration of war on Hamas, a U.S. designated Foreign Terrorist Organization and the current armed conflict in Israel and the Gaza Strip.

We have employees in Israel.

These employees may be impacted by: (1) disruptions to operations and business continuity, including physical damage or impaired access to company facilities, offices or technology, and disruptions in access to electricity, gasoline or water, and (2) workforce disruptions, including the mobilization of employees who are members of the Israeli military reserves to active duty, disrupted communication with employees in the conflict zone and restrictions on movement in areas subject to armed conflict.

While these disruptions are not currently expected to have a material impact on us, at this time we are unable to predict the full impact this conflict will have on us and our employees in the future.

As of February 3, 2024, we had a total of $4.2 billion debt outstanding, which consisted of $3.5 billion of senior notes outstanding and $700.0 million outstanding under our 2026 Term Loan.

We also had $1.0 billion of availability under our 2023 Revolving Credit Facility.

Since closing our acquisition of Inphi in April 2021, we have been domiciled in the United States.

These laws implement new tax provisions and provide for various incentives and tax credits.

On February 16, 2024, Singapore announced in its budget that it plans to implement aspects of Pillar Two, including a 15% minimum top up tax for periods beginning on or after January 1, 2025, and Singapore also announced that it plans to implement certain new tax credit regimes that could reduce future Singapore income taxes.

No legislation in Singapore has been enacted at this time regarding Pillar Two or the aforementioned tax credits, and the effects of any future legislation on us are not currently estimable, but if enacted, could be material to our financial results, earnings, and cash flows.

We do not believe Pillar Two has any material effect on us at this time, and 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 material effect on our provision for income taxes, our financial results, and our earnings and cash flows.

During fiscal 2024, we made changes to our business to streamline our organization and optimize resources, which resulted in recognition of $131.1 million of restructuring related charges.

Further, governments and courts are considering new issues in intellectual property law with respect to works created by AI technology, which could result in different intellectual property rights in development processes, procedures and technologies we create with AI technology, which could have a material adverse effect on our business.

In addition, several U.S. states having enacted or proposed “anti-ESG” policies or legislation.

While these policies and related legislation are generally targeted to investment advisory firms and mutual funds, if these investors viewed our sustainability practices including our climate-related goals and commitments, as being in contradiction of such “anti-ESG” policies, such investors may not invest in the Company and it could negatively affect the price of our common stock.

After our domestication, we requested and have now received partial release from some of these obligations.

New technology trends, such as AI, require us to keep pace with evolving regulations and industry standards.

In the United States, the European Union, and China, there are various current and proposed regulatory frameworks relating to the use of AI in products and services.

We expect that the legal and regulatory environment relating to emerging technologies such as AI will continue to develop and could increase the cost of doing business, and create compliance risks and potential liability, all which may have a material adverse effect on our financial condition and results of operations.

As AI capabilities improve and become increasingly commonplace, we may see cyberattacks leveraging AI technology.

In addition, MaxLinear, Inc. announced plans to acquire Silicon Motion in May 2022 and Broadcom announced plans to acquire VMware in May 2022.

WE ARE SUBJECT TO RISKS ASSOCIATED WITH THE CORONAVIRUS (COVID-19) PANDEMIC

Depending on the magnitude of such effects on our manufacturing, assembling, testing, and packaging activities or the operations of our manufacturing partners, suppliers, distributors, sub-contractors and customers, our supply chain, manufacturing and product shipments will be delayed, which could adversely affect our business, operations and customer relationships.

We expect lingering impacts related to COVID-19 to continue for the foreseeable future.

For example, we were impacted by COVID outbreaks in Asia during the first half of fiscal 2023 that resulted in closed factories, clogged ports and a shortage of workers as officials imposed lockdowns and mass testing requirements.

In addition to operational and customer impacts, the COVID-19 pandemic has had, and is expected to continue to have, (and future pandemics are expected to have) a significant impact on the economies and financial markets of many countries including an economic downturn, which has affected and may in the future affect demand for our products and impact our operating results in both the near and long term.

There can be no assurance that any decreases in sales resulting from the COVID-19 pandemic (or any future pandemic) will be offset by increased sales in subsequent periods.

Our ongoing efforts to manage these and other potential impacts of the COVID-19 pandemic (and any impacts of future pandemics) may be unsuccessful.

As the COVID-19 pandemic reaches endemic stages, due to the continued uncertainty regarding its severity and duration (including resurgences or mutations of the virus), related public health measures and macroeconomic impacts, at this time we are unable to predict its full impact on our business, financial condition, operating results and cash flows.

For example, Intel Corporation announced in February 2022 of its intent to acquire Tower Semiconductor.

Of these shortages, ABF substrates and specific wafer process nodes were the most constrained and most of these suppliers are located in Japan and Taiwan.

See also, *“We may be unable to protect our intellectual property, which would negatively affect our ability* *to compete.”*

As a result, the Chinese government adopted a law with respect to unreliable suppliers.

Being designated as an unreliable supplier would have an adverse impact on our business and operations.

In addition, any customers in China that are subject to trade restrictions or tariffs, may develop their own products or solutions instead of purchasing from us or they may acquire products or solutions from our competitors or other third-party sources that are not subject to the U.S. tariffs and trade restrictions.

If export restrictions related to Chinese customers are sustained for a long period of time, or increased, or if other export restrictions are imposed, it will have an adverse impact on our revenues and results of operations.

In addition, companies in the semiconductor industry, including us, have been impacted by rules and regulations related to business activities in China, or other locations, due to concerns that semiconductors are necessary for U.S. national security, manufacturing and critical infrastructure, and compliance with these rules and regulations may adversely affect our revenues and results of operations.

- transportation and port related delays;

As a result of the closing of our transaction with Inphi, we are now domiciled in the United States and not Bermuda.

For example, during the second quarter of fiscal 2021, we made changes to the scope of our server processor product line in response to changes in the associated market.

We transitioned our product offering from standard server processors to the broad server market to focus only on customized server processors for a few targeted customers.

This change in strategy required us to assess whether the carrying value of the associated assets would be recoverable.

As a result of the assessment, we determined the carrying amount of certain impacted assets are not recoverable, which resulted in recognition of $119.0 million of restructuring related charges associated with the server processor product line during the second quarter of fiscal 2021.

Now that we are domiciled in the United States, we have requested to be released from some of the above FOCI-related obligations.

We can offer no assurance that such a request will be granted in a timely manner or at all.

We paid the cash portion of the consideration for the Inphi acquisition and other fees and expenses required to be paid in connection with the transaction from cash on hand and borrowings.

On the closing date of the Inphi acquisition, the entire principal amount was funded and incurred in respect of the $1.75 billion senior unsecured term loan facility, comprised of a $875.0 million 3-year term loan tranche (the “3-Year Tranche Loan”) and a $875.0 million 5-year term loan tranche (the “5-Year Tranche Loan,” and collectively with the 3-Year Tranche Loan, the “2024 and 2026 Term Loans”).

The 2024 and 2026 Term Loans are evidenced by a credit agreement, dated December 7, 2020 (the “2024 and 2026 Term Loan Agreement”).

As of January 28, 2023, the Company had a balance of $1.5 billion on the term loan facility.

In addition to the 2024 and 2026 Term Loan Agreement, on December 7, 2020, we entered into a revolving credit agreement (“2020 Revolving Credit Facility” and together with the 2024 and 2026 Term Loan Agreement, the “Credit Agreements”), which provides for a $750.0 million revolving credit facility.

As of January 28, 2023, the revolving credit facility is undrawn.

On April 12, 2021, we completed a private offering of (i) $500.0 million aggregate principal amount of 2026 Senior Notes, (ii) $750.0 million aggregate principal amount of 2028 Senior Notes and (iii) $750.0 million aggregate principal amount of 2031 Senior Notes (collectively, the “Senior Notes”).

In addition, on May 4, 2021, we completed a private exchange offer where we exchanged most of the notes issued by Marvell Technology Group Ltd. (collectively, the “MTG Senior Notes”) for $433.9 million aggregate principal amount of 2023 Senior Notes and $479.5 million aggregate principal amount of 2028 Senior Notes issued by us (the “MTI Senior Notes”) (together with the Senior Notes, the “Notes”).

As of January 28, 2023, we had $2.0 billion aggregate principal amount of Senior Notes outstanding and $913.2 million in aggregate principal amount of the MTI Senior Notes outstanding and $86.7 million aggregate principal amount of the MTG Senior Notes outstanding.

On October 8, 2021 and December 16, 2021, we completed registered exchange offers for each series of Notes.

The terms of the new notes issued in the exchange offers are substantially identical to the Notes, except that the new notes are registered under the Securities Act of 1933 and the transfer restrictions and registration rights applicable to the Notes do not apply to the new notes.

An aggregate of $1.3 billion of shares of stock have been repurchased under that program as of January 28, 2023, including 0.9 million shares of our common stock repurchased for $50.0 million pursuant to a 10b5-1 trading plan.

Net revenue in fiscal [removed: 2023] [added: 2024] was [removed: $5.9] [added: $5.5] billion and was [removed: 33% higher] [added: 7.0% lower] than net revenue of [removed: $4.5] [added: $5.9] billion in fiscal [removed: 2022.][added: 2023.]

This was due to [removed: an increase] [added: a decrease] in sales from a majority of our end markets.

Sales [removed: increased] [added: decreased] from the data center end market by [removed: 35%,] [added: 8%,] from the enterprise networking end market by [removed: 51%,] [added: 10%,] from the [removed: carrier infrastructure] [added: consumer] end market by [removed: 32%,] [added: 11%,] and from the [removed: automotive/industrial] [added: carrier infrastructure] end market by [removed: 43% compared to fiscal 2022.][added: 3%.]

See “Note 6 – Commitments and Contingencies” in the Notes to [removed: the] Consolidated Financial Statements for additional information.

See also Part I, Item IA, “Risk Factors,” including, but not limited to, the risk detailed under the caption “*Adverse changes in the [removed: political] [added: political, regulatory] and economic policies of [removed: the U.S. government] [added: governments] in connection with trade with China and Chinese customers have reduced the demand for our products and damaged our [removed: business.*”][added: business.*”]

Fiscal [removed: 2023, fiscal 2022] [added: 2023] and fiscal [removed: 2021] [added: 2022] each had a 52-week period.

During [removed: our fiscal] [added: the] year ended [removed: January 28, 2023,] [added: February 3, 2024,] we repurchased [removed: 2.3] [added: 2.5] million shares of our common stock for [removed: $115.0] [added: $150.0] million, including [removed: 0.9] [added: 0.8] million shares of our common stock repurchased for $50.0 million pursuant to a 10b5-1 trading [removed: plan during the second quarter of fiscal 2023.][added: plan.]

As of [removed: January 28, 2023, $449.5] [added: February 3, 2024, $299.5] million remained available [removed: under our stock repurchase program] for future stock repurchases.

See “Note 11 – Stockholders’ Equity” in the Notes to [removed: the] Consolidated Financial Statements for further information.

As of [removed: January 28, 2023,] [added: February 3, 2024,] a total of [removed: 310.4] [added: 312.9] million shares have been repurchased since inception of our current and previous stock repurchase programs for an aggregate total of [removed: $4.4] [added: $4.5] billion in cash.

We returned [removed: $319.4] [added: $356.8] million to stockholders in fiscal [removed: 2023] [added: 2024] through [removed: $115.0] [added: $150.0] million in repurchases of shares of common stock and [removed: $204.4] [added: $206.8] million in cash dividends.

*Cash and Short-Term Investments.* Our cash and cash equivalents were [removed: $911.0] [added: $950.8] million at [removed: January 28, 2023,] [added: February 3, 2024,] which were [removed: $297.5] [added: $39.8] million higher than our balance at [removed: our fiscal year ended] January [removed: 29, 2022] [added: 28, 2023] of [removed: $613.5] [added: $911.0] million.

Most of our sales are made to customers with operations located outside of the United States, primarily in Asia, and [added: a] majority of our products are manufactured outside the United States.

Sales shipped to customers with operations in Asia represented approximately [removed: 75%] [added: 70%] of our net revenue in fiscal [removed: 2023, 78%] [added: 2024, 75%] of our net revenue in fiscal [removed: 2022] [added: 2023] and [removed: 80%] [added: 78%] of our net revenue in fiscal [removed: 2021.][added: 2022.]

For risks related to our sales cycle, see Part I, Item 1A, “Risk Factors,” including but not limited to the risk detailed under the [removed: caption,] [added: caption] “*We are subject to order and shipment uncertainties.

Conversely, we may have insufficient [removed: inventory,] [added: inventory] or be unable to obtain the supplies or contract manufacturing capacity to meet [removed: that demand,] [added: demand] which would result in lost revenue opportunities and potential loss of market share as well as damaged customer relationships.”*

On an ongoing basis, we evaluate our estimates, including those related to revenue recognition, [removed: income taxes,] [added: provisions for sales returns and allowances, inventory excess and obsolescence,] goodwill and other intangible assets, [removed: and] business [removed: combinations.][added: combinations, restructuring, income taxes, litigation, and other contingencies.]

In the [added: current] macroeconomic [removed: environment affected by COVID-19, our] [added: environment, these] estimates could require increased judgment and carry a higher degree of variability and volatility.

A portion of our net revenue is derived from sales through third-party logistics providers who maintain warehouses in close proximity to our [removed: customer’s] [added: customers’] facilities.

[removed: *Inventories.*] [added: *Inventories.*] We value our inventory at the lower of cost or net realizable value, cost being determined under the first-in, first-out method.

This process involves estimating our actual tax [removed: exposure] [added: expense] together with assessing temporary differences resulting from the differing treatment of certain items for tax return and financial statement purposes.

Evaluating the need for a valuation allowance for deferred tax assets requires judgment and analysis of all [removed: the] [added: available] positive and negative [removed: evidence available,] [added: evidence,] including recent earnings history and cumulative losses in recent years, reversals of deferred tax liabilities, projected future taxable income, and tax planning strategies to determine whether all or some portion of the deferred tax assets will not be realized.

Forming a conclusion that a valuation allowance is not needed is difficult when there is negative evidence such as cumulative losses in recent [removed: years, and as a result, in jurisdictions with cumulative losses, we have provided for a full valuation allowance on deferred tax assets.][added: years.]

Valuation allowances have been provided primarily against [removed: the] U.S. [added: federal] and state research and development credits and certain acquired net operating losses and deferred tax assets of foreign subsidiaries.

Taxes due on Global Intangible Low-Taxed Income [removed: (GILTI) exclusions] [added: (“GILTI”) inclusions] in U.S. are recognized as a current period expense when incurred.

Our effective tax rate is highly dependent upon the geographic distribution of our worldwide earnings or losses, [added: the] tax laws and regulations in various jurisdictions, [removed: tax incentives,] the availability of tax [added: incentives, tax] credits and loss carryforwards, and the effectiveness of our tax planning strategies, which includes our estimates of the fair value of our intellectual property.

Changes in [added: judgment regarding the] recognition or measurement [removed: with respect to our] [added: of] uncertain tax positions are reflected in the period in which [removed: a] [added: the] change [removed: in judgment] occurs.

We believe we have adequately provided for in our financial statements additional taxes that we estimate to be required [added: to be paid] as a result of such examinations.

[removed: Any unpaid] [added: Unpaid] tax liabilities, including the interest and penalties, are released pursuant to a final settlement with tax authorities, completion of audit or expiration of various statutes of [removed: limitation.][added: limitations.]

The material jurisdictions in which we [removed: are] [added: may be] subject to [removed: potential] examination by tax authorities throughout the world include China, India, Israel, Singapore, Germany, and the United States.

[removed: *Long-lived] [added: *Long-Lived] Assets and Intangible Assets.* We assess the impairment of long-lived assets and intangible assets whenever events or changes in circumstances indicate that the carrying [removed: value] [added: amount] of [removed: such] [added: long-lived] assets may not be recoverable.

Whenever events or changes in circumstances suggest that the carrying amount of long-lived assets and intangible assets may not be recoverable, we estimate the future cash [removed: flows] [added: flows, undiscounted and without interest charges,] expected to be generated by the asset from its use or eventual disposition.

If the sum of the expected [added: undiscounted] future cash flows is less than the carrying amount of those assets, we recognize an impairment loss based on the excess of the carrying amount over the fair value of the assets.

[removed: We review goodwill] [added: Goodwill is measured and tested] for impairment annually on the last business day of our fiscal fourth quarter, and more frequently, if an event occurs or circumstances change that indicate the fair value of the reporting unit may be below its carrying amount.

When testing goodwill for impairment, we first assess qualitative factors to determine whether it is more likely than not that the fair value of a reporting unit is less than its carrying [removed: value] [added: amount] or we may determine to proceed directly to the quantitative impairment test.

If we assess qualitative factors and conclude that it is more likely than not that the fair value of a reporting unit is less than its carrying amount, or if we determine not to use [added: the] qualitative assessment, then a quantitative impairment test is performed.

As of the last day of the fourth quarter of fiscal [removed: 2023,] [added: 2024,] we performed our annual impairment assessment for testing goodwill.

A [removed: step one] [added: quantitative] assessment was performed.

Years Ended [removed: January 28, 2023] [added: February 3, 2024] and January [removed: 29, 2022][added: 28, 2023]

| | | | [removed: January 28, 2023] [added: February 3, 2024] | | | | | | January [removed: 29, 2022] [added: 28, 2023] | | | | | | | | |

Fiscal 2024 had a 53-week period.

The decreases were partially offset by an increase in sales from the automotive/industrial end market by 9% compared to fiscal 2023.

We have seen these inventory corrections continue to impact our storage customers, as well as enterprise networking and our wired carrier customers.

In addition, we have continued to see low demand from our OEM customers in China.

Starting in the first quarter of fiscal 2024, we have seen a strong increase in demand for our optical products, driven by AI applications.

*Restructuring*.

In the first quarter of fiscal 2024, we initiated a restructuring plan to streamline our organization and optimize resources.

The restructuring and other related charges recorded were $131.1 million for the year ended February 3, 2024.

Subsequent to fiscal year end, in March 2024, our Board of Directors increased the repurchase program mentioned above and authorized an additional $3.0 billion to that repurchase program.

We generally warrant that our products sold to our customers will conform to our approved specifications and be free from defects in material and workmanship under normal use and conditions for one year.

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

Our net revenue for fiscal 2024 decreased by $411.9 million compared to net revenue for fiscal 2023.

This was due to a decrease in sales from a majority of our end markets.

Sales decreased from the data center end market by 8%, from the enterprise networking end market by 10%, from the consumer end market by 11%, and from the carrier infrastructure end market by 3%.

The decreases were partially offset by an increase in sales from the automotive/industrial end market by 9% compared to fiscal 2023.

The overall decrease in net revenue of 7% for fiscal 2024 was primarily driven by lower unit shipments related to storage products, partially offset by higher average selling prices for certain products as well as an increase in demand for our optical products, driven by AI applications.

| | | | February 3, 2024 | | | | | | January 28, 2023 | | | | | | % Change in 2024 | | |

Cost of goods sold as a percentage of net revenue increased for fiscal 2024 compared to fiscal 2023, which includes charges of $251.0 million for product related claim matters that were fully resolved in the fourth quarter of fiscal 2024, as well as a shift in product mix.

Refer to “Note 6 - Commitments and Contingencies” in the Notes to Consolidated Financial Statements for further information on the product related claim matters.

| | | | February 3, 2024 | | | | | | January 28, 2023 | | | | | | % Change in 2024 | | |

The increase was primarily due to $57.4 million of higher engineering design costs and $45.6 million of higher employee compensation related costs.

| | | | February 3, 2024 | | | | | | January 28, 2023 | | | | | | % Change in 2024 | | |

The increase was primarily due to an increase in equity awards granted in fiscal 2024 as compared to prior years, as well as an increase in expense associated with our employee stock purchase plan.

| | | | February 3, 2024 | | | | | | January 28, 2023 | | | | | | % Change in 2024 | | |

| | | | February 3, 2024 | | | | | | January 28, 2023 | | | | | | | | |

We recorded total restructuring related charges of $131.1 million in fiscal 2024 as a result of our restructuring plan to streamline our organization and optimize resources.

Refer to “Note 10 – Restructuring” in the Notes to Consolidated Financial Statements for further information.

| | | | February 3, 2024 | | | | | | January 28, 2023 | | | | | | % Change in 2024 | | |

| | | | February 3, 2024 | | | | | | January 28, 2023 | | | | | | % Change in 2024 | | |

Refer to “Note 4 – Debt” in the Notes to Consolidated Financial Statements for further information.

| | | | February 3, 2024 | | | | | | January 28, 2023 | | | | | | % Change in 2024 | | |

Other income, net was relatively flat in fiscal 2024 compared to fiscal 2023.

| | | | February 3, 2024 | | | | | | January 28, 2023 | | | | | | % Change in 2024 | | |

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

Further, during fiscal 2024, guidance was issued by the U.S. Internal Revenue Service in connection with the capitalization of research and development expenditures.

As a result of this guidance, certain costs are currently deductible rather than capitalizable, which resulted in a reduction to our income tax payable and an increase in our deferred tax assets for which we maintain a full valuation allowance.

Additionally, please see the information in “Item 1A.

On April 14, 2023, we entered into an amendment to the 2024 and 2026 Term Loan Agreement.

The amendment modifies the existing agreement to, among other things, adopt Secured Overnight Financing Rate (“SOFR”) interest rates and conform the maximum leverage ratio financial covenant with the amended and restated revolving credit agreement.

During the quarter ended October 28, 2023, we repaid in full the 3-Year Tranche Loan, due on April 19, 2024 (“2024 Term Loan”), which had a remaining principal of $735.0 million.

The sales from our consumer end market were relatively flat for fiscal 2023 compared to fiscal 2022.

Starting in fiscal 2022 and through the first half of fiscal 2023, in response to a large increase in demand from our customers for our products in a majority of our end markets as they continued to invest in data infrastructure, our operations team continued to increase production with our global supply chain partners to alleviate supply constraints.

However, with the start of a broad inventory correction in the semiconductor industry, supply constraints have now mostly resolved.

In the fourth quarter, we saw the largest impact from our storage customers.

In addition, demand for our products has come down significantly from our OEM customers in China, as they deal with a changing macroeconomic situation.

We continue to monitor the impact of COVID-19 on our business.

As part of our response to the effects of COVID-19, we adopted a hybrid work policy where most of our employees have the option to split their time between working from home and the office.

We continue to expect lingering impacts with respect to COVID-19 on our business, for a further discussion of the uncertainties and business risks associated with the COVID-19 pandemic, see Part I, Item 1A, “Risk Factors,” including but not limited to the risk detailed under the caption “*We face risks related to the COVID-19 pandemic which currently has, and may continue in the future to, significantly disrupt and adversely impact our manufacturing, research and development, operations, sales and financial results.*”

We resumed our stock repurchase program in the first quarter of fiscal 2023, which had been temporarily suspended in fiscal 2021 to preserve cash during the COVID-19 pandemic.

Our products carry a standard one-year warranty, with certain exceptions in which the warranty period can extend to more than one year based on contractual agreements.

Warranty expenses were not material for the periods presented.

Our net revenue for fiscal 2023 increased by $1.5 billion compared to net revenue for fiscal 2022.

The sales from the consumer end market were relatively flat for fiscal 2023 compared to fiscal 2022.

The overall increase in revenue of 33% for fiscal 2023 was primarily driven by relatively higher sales of products with higher average selling prices associated with higher content and more features.

In addition, the overall increase in net revenue was also driven by an increase in demand for our products and the year-over-year impact of acquisitions made in fiscal 2022, with both factors contributing to higher sales of products and higher unit shipments.

Cost of goods sold as a percentage of net revenue decreased for fiscal 2023 compared to fiscal 2022 primarily due to lower amortization of inventory fair value adjustment and acquired intangible assets as a percentage of net revenue.

The increase was primarily due to $255.1 million of higher employee personnel-related costs, including $99.2 million of higher stock-based compensation expense, as a result of headcount increases, including the addition of new employees from our recent acquisitions, $42.0 million of higher engineering design costs, and $24.9 million higher depreciation and amortization costs.

The decrease was primarily due to a $97.9 million decrease in transaction and integration costs associated with our acquisitions of Inphi and Innovium, Inc. (“Innovium”) that were incurred in the prior year.

In addition, our employee personnel-related costs were lower by $13.7 million due to lower stock based compensation expense mainly related to accelerated vesting of Inphi equity awards incurred in the prior year as part of the Inphi acquisition.

The increase was mainly due to additional equity awards assumed as part of the Inphi and Innovium acquisitions as described in “Note 7 – Business Combinations” and “Note 12 – Employee Benefit Plans” in the Notes to the Consolidated Financial Statements.

The decrease in stock-based compensation expense under selling, general and administrative expense was mainly related to accelerated vesting of Inphi/Innovium equity awards incurred in the prior year as part of the Inphi and Innovium acquisitions.

| | | | January 28, 2023 | | | | | | January 29, 2022 | | | | | | January 30, 2021 | | |

*Fiscal 2023 vs Fiscal 2022*: We recorded total restructuring related charges of $21.6 million in fiscal 2023 as we integrated the acquired businesses and continued to evaluate our existing operations to increase operational efficiency, decrease costs and improve profitability.

*Fiscal 2022 vs Fiscal 2021*: During the second quarter of fiscal 2021, we made changes to the scope of our server processor product line in response to changes in the associated market.

We transitioned our product offering from standard server processors to the broad server market to focus only on customized server processors for a few targeted customers.

This change in strategy required us to assess whether the carrying value of the associated assets would be recoverable.

As a result of the assessment, we determined the carrying amount of certain impacted assets were not recoverable, which resulted in recognition of $119.0 million of restructuring related charges associated with the server processor product line during the second quarter of fiscal 2021.

The charges included $50.3 million in impairment of acquired intangibles, $36.0 million in impairment of purchased IP licenses and $32.7 million in equipment and inventory impairment and other related restructuring charges.

The remaining restructuring charges of $61.4 million include approximately $36.9 million in severance and related costs and $24.5 million in other costs.

The severance costs primarily relate to the employee separation costs in connection with the acquisitions.

The other costs primarily relate to the remaining payments under lease obligations upon vacating certain worldwide office locations, and ongoing operating expenses of vacated facilities.

Other income, net increased by $9.7 million in fiscal 2023 compared to fiscal 2022.

The increase was primarily due to gains from equity investments and exchange rate fluctuations.

The income tax benefit for fiscal 2022 differed from the U.S. federal statutory rate of 21% primarily due to tax benefits of stock-based compensation, offset by foreign income inclusions in the U.S. and non-deductible compensation.

We continue to evaluate potential changes to our legal entity structure in response to guidelines and requirements in various international tax jurisdictions where we conduct business, as well as changes to our business, and acquisitions and divestitures.

As of January 28, 2023, we had $2.0 billion aggregate principal amount of Senior Notes outstanding and $1.0 billion in aggregate principal amount of the MTG/MTI Senior Notes outstanding.

The notes are registered under the Securities Act.

Such increases were partially offset by cash inflows due to an increase in accounts payable, an increase in accrued liabilities and other non-current liabilities and an increase in accrued employee compensation.

The increase in accounts receivable was driven primarily by the increase in revenue and stable collections.

The increase in inventories is due to strong organic revenue growth and business acquisitions during the year as well as higher materials and manufacturing prices.

With our outstanding debt, we are exposed to various forms of market risk, including the potential losses arising from adverse changes in interest rates on our outstanding [removed: 2024 and] 2026 Term [removed: Loans.][added: Loan.]

See “Note 4 – Debt” in our Notes to [removed: the] Consolidated Financial Statements for further information.

A hypothetical increase or decrease in the interest rate by 1 percentage point may result in an increase or decrease in annual interest expense by approximately [removed: $15.1] [added: $6.4] million.

We typically invest our excess cash primarily in highly liquid debt instruments [removed: of the U.S. government and its agencies,] [added: including] money market [removed: mutual funds, corporate debt securities and municipal debt securities that are classified as available-for-sale] [added: funds] and time deposits.

There were no such investments on hand at [removed: January 28, 2023,] [added: February 3, 2024,] aside from cash and cash equivalents.

We currently carry debt that relies on one-month LIBOR as the benchmark rate.

The one-month LIBOR is expected to cease publication after June 30, 2023.

To the extent the one-month LIBOR ceases to exist, the 2024 and 2026 Term Loans and 2020 Revolving Credit Facility contemplate an alternative benchmark rate without the need for any amendment thereto.

These investments are recorded on our consolidated balance sheets at fair market value with their related unrealized gain or loss reflected as a component of accumulated other comprehensive income (loss) in the consolidated statement of stockholders’ equity.

| Data center | | | •Cloud and on-premise Artificial intelligence [removed: (AI)] [added: (“AI”)] systems •Cloud and on-premise ethernet switching •Cloud and on-premise network-attached storage [removed: (NAS)] [added: (“NAS”)] •Cloud and on-premise [added: AI] servers •Cloud and on-premise [added: general-purpose servers •Cloud and on-premise] storage area networks •Cloud and on-premise storage systems •Data center interconnect [removed: (DCI)] [added: (“DCI”)] | | |

| Enterprise networking | | | •Campus and small medium enterprise routers •Campus and small medium enterprise ethernet switches •Campus and small medium enterprise wireless access points [removed: (WAPs)] [added: (“WAPs”)] •Network appliances (firewalls, and load balancers) •Workstations | | |

| Carrier infrastructure | | | •Broadband access systems •Ethernet switches •Optical transport systems •Routers •Wireless radio access network [removed: (RAN)] [added: (“RAN”)] systems | | |

| Consumer | | | •Broadband gateways and routers •Gaming consoles •Home data storage •Home wireless access points [removed: (WAPs)] [added: (“WAPs”)] •Personal Computers [removed: (PCs)] [added: (“PCs”)] •Printers •Set-top boxes | | |

| Automotive/industrial | | | •Advanced driver-assistance systems [removed: (ADAS)] [added: (“ADAS”)] •Autonomous vehicles [removed: (AV)] [added: (“AV”)] •In-vehicle networking •Industrial ethernet switches •United States military and government solutions •Video surveillance | | |

| | | | [removed: January 28, 2023] [added: February 3, 2024] | | | | | | [added: January 28, 2023] | | | | | | January 29, 2022 | | | [removed: | | | | | | | | | January 30, 2021 | | | | | | | | |]

| Data center | | | $ | [removed: 2,408.8] [added: 2,216.7] | | | | | [removed: 41] [added: 40] | | % | | | | $ | [removed: 1,784.7] [added: 2,408.8] | | | | | [removed: 40] [added: 41] | | % | | | | $ | [removed: 1,040.8] [added: 1,784.7] | | | | | [removed: 35] [added: 40] | | % |

| Enterprise networking | | | [removed: 1,369.2] [added: 1,228.4] | | | | | | [removed: 23] [added: 22] | | % | | | | [removed: 907.7] [added: 1,369.2] | | | | | | [removed: 20] [added: 23] | | % | | | | [removed: 636.0] [added: 907.7] | | | | | | [removed: 22] [added: 20] | | % |

| Carrier infrastructure | | | [removed: 1,084.0] [added: 1,051.9] | | | | | | [removed: 18] [added: 19] | | % | | | | [removed: 820.4] [added: 1,084.0] | | | | | | 18 | | % | | | | [removed: 599.4] [added: 820.4] | | | | | | [removed: 20] [added: 18] | | % |

| Consumer | | | [removed: 701.1] [added: 622.4] | | | | | | [removed: 12] [added: 11] | | % | | | | [removed: 700.0] [added: 701.1] | | | | | | [removed: 16] [added: 12] | | % | | | | [removed: 574.7] [added: 700.0] | | | | | | [removed: 19] [added: 16] | | % |

| Automotive/industrial | | | [removed: 356.5] [added: 388.3] | | | | | | [removed: 6] [added: 8] | | % | | | | [removed: 249.6] [added: 356.5] | | | | | | 6 | | % | | | | [removed: 118.0] [added: 249.6] | | | | | | [removed: 4] [added: 6] | | % |

| Total | | | $ | [removed: 5,919.6] [added: 5,507.7] | | | | | | | | | | | $ | [removed: 4,462.4] [added: 5,919.6] | | | | | | | | | | | $ | [removed: 2,968.9] [added: 4,462.4] | | | | | | | |

We develop custom SoC (System-on-a-Chip) solutions tailored to individual customer specifications that deliver system-level differentiation for next-generation carrier, networking, data center, [removed: machine learning,] [added: artificial intelligence,] automotive, aerospace and defense applications.

In combination with our drivers, TIAs and silicon photonics, our suite of electro-optical products performs a wide range of functions such as amplifying, encoding, multiplexing, demultiplexing, and retiming [removed: signals at speeds beyond 800 Gbps.][added: signals.]

Our Brightlane automotive Ethernet products provide the in-vehicle connectivity for key applications such as advanced driver assistance systems [removed: (ADAS),] [added: (“ADAS”),] central gateways, body domain controllers, vehicle cameras, and in-vehicle infotainment.

Our QLogic Fibre Channel product family comprises of host bus adapters [removed: (HBAs)] [added: (“HBAs”)] and controllers for server and storage system connectivity.

These products accelerate enterprise and data center applications, deliver a highly resilient infrastructure, enable greater server virtualization density along with an advanced set of data center diagnostic, orchestration and quality of service capabilities to optimize [removed: IT] [added: information technology (“IT”)] productivity.

We offer highly integrated semiconductors that provide single or multiple core processors, along with intelligent Layer 2 through 7 processing of the OSI (Open Systems Interconnection) stack which is the framework that governs network communications within enterprise, [removed: datacenter,] [added: data center,] storage, and carrier markets.

Our OCTEON data processor units [removed: (DPUs)] [added: (“DPUs”)] and multi-core infrastructure processor families provide integrated Layer 4 through 7 data and security processing with additional capabilities at Layers 2 and 3 at line speeds.

The OCTEON DPUs and processors are targeted for use in a wide variety of carrier, data center, and enterprise equipment, including routers, switches, security UTM appliances, content-aware switches, application-aware gateways, wireless access points, 3G/4G/5G wireless base stations, storage arrays, smart network interface controllers, network functions virtualization [removed: (NFV)] [added: (“NFV”)] and software-defined networking [removed: (SDN)] [added: (“SDN”)] infrastructure.

It [removed: address] [added: addresses] the high-performance security requirements for private key management and administration.

For information regarding our revenue by geographic area, and property and equipment by geographic area, please see “Note 15 – Segment and Geographic Information” in our Notes to [removed: the] Consolidated Financial Statements set forth in Part II, Item 8 of this Annual Report on Form 10-K.

We seek to complement and support our direct sales force with manufacturers’ representatives for our products in North [removed: America and Europe.][added: America.]

During fiscal [removed: 2023, 2022] [added: 2024, 2023] and [removed: 2021,] [added: 2022,] there was no net revenue attributable to a customer, other than one distributor, whose revenues as a percentage of net revenue was 10% or greater of total net revenues.

| | | | [added: February 3, 2024 | | | | | | % of Total | | | | | |] January 28, 2023 | | | | | | [added: % of Total | | | | | |] January 29, 2022 | | | | | | [removed: January 30, 2021] [added: % of Total] | | |

| Distributor A | | | [removed: 20] [added: 24] | | % | | | | [removed: 15] [added: 20] | | % | | | | [removed: 13] [added: 15] | | % |

We typically place firm orders with our suppliers up to [removed: 52] [added: 26] weeks prior to the anticipated delivery [removed: date] [added: to our customer] and [removed: typically prior] [added: may make further supply commitments up] to [removed: an order for the product.][added: 52 weeks to secure capacity.]

To secure capacity over the long term, we have entered into and expect to continue to enter into capacity reservation arrangements with certain foundries and [removed: partners for substrates.][added: substrate partners.]

Our research and development efforts are directed largely to the development of high-performance analog, mixed-signal, digital signal processing and [removed: embedded microprocessor integrated] [added: accelerated compute] circuits [added: based on known microprocessor architectures] with [removed: the smallest die size] [added: highest performance] and lowest [removed: power.][added: power consumption.]

We are also subject to environmental rules and regulations in multiple jurisdictions, such as the [removed: EU] [added: European Union (“EU”)] Directive on Restriction of Hazardous Substances [removed: (RoHS),] [added: (“RoHS”),] the EU Regulation, Evaluation and Authorization of Chemicals SVHC Substances Directive, the EU Waste Electrical and Electronic Equipment Directive [removed: (WEEE Directive),] [added: (“WEEE Directive”),] China’s regulation on Management Methods for Controlling Pollution Caused by Electronic Information Products, and California Safe Drinking Water and Toxic Enforcement Act of 1986.

Our future revenue growth and overall success depend in large part on our ability to protect our intellectual [removed: property.][added: property (“IP”).]

As of [removed: January 28, 2023,] [added: February 3, 2024,] we have over 10,000 issued patents and pending patent applications in the United States and other countries, covering various aspects of our technology.

The expiration of our patents [removed: range] [added: ranges] from [removed: 2023] [added: 2024] to [removed: 2042,] [added: 2043,] and none of the patents expiring in the near future are expected to be material to our IP portfolio as we are not substantially dependent on any single patent or group of related patents.

See “Risk Factors” under Item 1A of this Annual Report on Form 10-K and “Note 6 – Commitments and Contingencies” in our Notes to [removed: the] Consolidated Financial Statements set forth in Part II, Item 8, of this Annual Report on Form 10-K for further discussion of the risks associated with patent litigation matters.

Companies that compete directly with our businesses include, but are not limited to, Advanced Micro Devices, Inc.(“AMD”), [added: Alchip Technologies (“Alchip”), Alphawave Semi (“Alphawave”),] Astera Labs, Inc., Broadcom Inc.(“Broadcom”), Cisco Systems, Inc.(“Cisco”), Credo Technology Group Holding Ltd, Intel Corporation, [added: Global Unichip Corporation (“GUC”),] MACOM Technology Solutions Holdings, Inc., MediaTek Inc., Microchip Technology Inc., Montage Technology, Nvidia Corporation, NXP Semiconductors N.V., Phison Electronics Corporation, Qualcomm Incorporated (“Qualcomm”), Rambus, Inc., Realtek Semiconductor Corporation, Semtech Corporation, Silicon Motion Technology Corporation, and Socionext Inc. We expect increased competition in the future from both emerging and established companies, as well as from alliances among competitors, customers or other third parties, any of which could acquire significant market share.

We work hard to [removed: attract the industry’s best talent,] provide opportunities to learn and grow, and create an environment where our employees feel motivated, appreciated and engaged, and have a pathway to building a long-term career at Marvell.

The Nominating and Governance Committee has oversight of our approach to human capital and inclusion and diversity as part of its broader focus on [removed: Environmental, Social, and Governance (“ESG”).][added: sustainability.]

The Company employed [removed: 7,448] [added: 6,577] people as of [removed: January 28, 2023.][added: February 3, 2024.]

As of [removed: January 28, 2023,] [added: February 3, 2024,] our global workforce was comprised of approximately: [removed: 99.6%] [added: 99%] full time employees and [removed: 0.4%] [added: 1%] part time employees.

Our employees sit across three geographical regions: [removed: 48.6%] [added: 51%] of employees are based in the Americas, [removed: 40.4%] [added: 37%] are in APAC (which includes India) and [removed: 11.0%] [added: 12%] are in EMEA.

These custom offerings are built on our proven ASIC platform which leverages a broad suite of differentiated Marvell intellectual property including ultra-high-speed SerDes, ARM compute, security, storage, and advanced packaging, including die to die interconnects and chiplets.

We have successfully executed multiple 5 nanometer (“nm”) designs in the last few years, and are progressing through 3nm designs now and investing in the advanced 2nm generation platform.

Our comprehensive Ethernet switch portfolio addresses enterprise campus, enterprise data center, industrial, carrier, cloud and AI system applications.

The feature-rich Prestera® switch portfolio includes silicon optimized for each market and use case, with capacities ranging from 12Gbps to 12.8Tbps.

The high-bandwidth Teralynx® switch portfolio is optimized for cloud data centers, with capacities up to 51.2Tbps, and beyond.

Our Ethernet physical-layer transceiver portfolio addresses all the critical speeds ranging from 10Mbps to 1.6Tbps including the emerging Multi-Gigabit (“M-Gig”) speeds.

Our M-Gig products offer increased data rates over existing cabling infrastructure, supporting data rates beyond 1Gbps and up to 10Gbps.

Our automotive products are being used and adopted across the broad spectrum of vehicle types: internal combustion engine (“ICE”) vehicles, battery electric vehicles (“BEVs”), plug-in hybrid electric vehicles (“PHEVs”), fuel cell electric vehicles (“FCEVs”) and traditional hybrids (“HEVs”).

| | | | | | | | | | | | | | | | | | |

| | | | | | | | | | | | | | | | | | |

| | | | | | | | | | | | | | | | | | |

Net revenue attributable to Distributor A increased due to the four module makers whose business activity increased in fiscal 2024 as they were involved in supporting data center sales to hyperscale customers.

We continue to monitor the creditworthiness of our customers and distributors and believe these distributors’ sales to diverse end customers and geographies further serve to mitigate our exposure to credit risk.

Occasionally, orders may be placed in advance of receiving a binding order from our customers.

We often maintain substantial inventories to meet short lead time orders for multi-year product runs.

Our portfolio of products is based on foundational intellectual property on leading edge Advanced CMOS processes in 5nm and 3nm.

Our development will also include state-of-the-art improvements of available process technologies in 2nm and below geometries.

Advanced packaging technologies are also critical for reducing and optimizing overall system costs.

Advanced packaging techniques like Chip on Wafer on Substrate (“CoWoS”), Integrated fanout (“InFo”) along with advanced substrates, thermal solutions enable large 2.5D/3D interposers for complex accelerated compute ASICs.

Sustainability

We are strengthening the company by acting on our highest priority sustainability topics.

By integrating environmental and social considerations into our operations, supply chain and product design, we aim to deliver innovative semiconductor solutions that reduce impacts throughout our full value chain and meet customer expectations.

Our sustainability initiatives are a corporate priority and strongly supported by our Board of Directors and leadership team.

The following sections provide an overview of Human Capital and Climate Change management.

More information can be found on the Environmental, Social and Governance (“ESG”) section of our website and in our annual ESG Report.

Information contained on our website or in our annual ESG Report is not incorporated by reference into this or any other report we file with the SEC.

See “Risk Factors” under Item 1A of this Annual Report on Form 10-K for a discussion of risks and uncertainties we face related to sustainability.

We believe that engaged and supported employees lead to innovation and collaboration, enabling our company to maintain a leadership position in our industry.

Our ability to attract and retain the best talent from diverse backgrounds and establish a culture that embraces integrity, respect and inclusion is key to our goal to be a great place of work.

Attracting and Retaining the Best Talent

We continue to invest in attracting and recruiting the best talent from across the world.

By developing new sourcing strategies, we are striving for continuous flow of talent, despite the competitive market in technical talent.

Our annual internship program has been a strong source of talent for our company.

We also attract a diverse workforce through our university recruiting program, which helps us hire students across all degree levels from a number of universities around the world.

This strategy helps provide us with a diversity of knowledge and unique approaches to solving technological challenges.

We are actively focused on retaining our people through our rewards, benefits, employee engagement and development programs, as well as by fostering an inclusive culture where our employees feel appreciated and purposeful.

We are committed to offering our employees a comprehensive benefits package, competitive compensation, a range of wellness offerings, flexibility in hybrid work options and a safe work environment.

Our efforts at retention also include measuring and evaluating employee turnover rates to obtain insights into employee dissatisfaction and to influence our actions and improve our internal policies.

Growing and Developing Our People

At Marvell, we pride ourselves on a culture of continuous learning, where we invest in the professional growth and careers of our employees.

These custom offerings leverage our broad portfolio of technologies being used in our standard products.

Our Ethernet switch product portfolio ranges from low-power, five-port switches to highly integrated, multi-terabit Ethernet devices that can be interconnected to form massive network solutions.

Net revenue attributable to Distributor A increased due to the change of four large module makers from direct to distribution accounts to align with our support business model in Asia.

Starting in fiscal 2022 and through the first half of fiscal 2023, in response to a large increase in demand from our customers for our products in a majority of our end markets as they continued to invest in data infrastructure, our operations team continued to increase production with our global supply chain partners to alleviate supply constraints.

However, with the start of a broad inventory correction in the semiconductor industry, supply constraints have now mostly resolved.

Our products typically have long multi-year lifecycles and we often maintain substantial inventories because the semiconductor industry is characterized by short lead time orders and quick delivery schedules.

Cyber Security and Information Security Risk Oversight

The Company has a Cyber Security Governance Committee composed of executives and subject matter experts who meet no less than quarterly to review the Company’s information security, programs, policies, and projects.

The Company’s Internal Audit Group reviews the cyber security governance and controls annually.

In addition, at least quarterly the Audit Committee reviews reports on cyber security from the Chief Information Officer, the Chief Information Security Officer and other members of the Company’s management team.

We regularly perform risk assessments relating to cyber security and technology risks.

More specifically, an independent third party performs a quarterly penetration test of Marvell’s IT infrastructure.

In addition to quarterly penetration testing, at least once a year, we bring in an independent third party security firm to perform additional tests and audits.

Risks identified in this process are analyzed to determine the impact on the Company and the likelihood of occurrence.

Such risks are continuously monitored.

We conduct information security training as part of our ongoing compliance program, and every employee of the Company is required to participate in such training.

We install and regularly update anti-malware and endpoint detection and response (EDR software) on all IT-managed systems and workstations to detect and prevent malicious code from impacting our systems.

The Company has not experienced a material security breach in the last three years, and as a result, we have not incurred any net expenses from such a breach.

We have not been penalized or paid any amount under an information security breach settlement over the last three years.

Further, the Company periodically assesses its insurance coverage and has determined not to purchase cyber related insurance.

We believe that attracting, retaining and motivating a workforce with the ability to support our leading position in semiconductor innovation is essential to effectively execute our strategy.

Accordingly, we believe our success depends on our ability to attract, retain and motivate the highly skilled talent necessary to scale our business.

We believe the people who work here are our greatest resource, and we encourage and empower all individuals employed at Marvell to excel to their greatest potential.

We seek to create an environment that fuels collaboration and innovation, inspires our employees to give their best, and enables our business to thrive.

At Marvell, we focus on employee retention by seeking to foster an environment where people can learn, develop, and advance their careers with us over the long term.

We regularly monitor employee turnover, as given the nature of our business, our success depends upon highly trained personnel with the technical skills necessary to execute on our business objectives.

We believe the combination of competitive compensation and career growth and development opportunities help to increase employee tenure and reduce voluntary turnover.

Intern and entry level professional new hires are an important part of our overall talent pipeline and strategy, as students and entry level professionals often have knowledge in the latest research and innovations, and we want Marvell to benefit from that knowledge.

Competitive Compensation and Benefits

We believe we provide comprehensive, market-competitive compensation and benefits, including affordable health and wellness coverage, globally and consider them a key priority for attracting and keeping top talent.

Each year, we benchmark our compensation and benefits programs against our industry peers to help ensure we maintain competitiveness in each of our markets.

We seek to align our executives’ long-term equity compensation with our stockholders’ interests by linking realizable pay with performance.

Culture, Engagement and Development

We seek to take a holistic approach to helping employees feel engaged, connected and supported — from employee and family events, to learning and development, to weekly Company-wide emails from our CEO.

One of the ways we measure levels of engagement is through our annual Voice of the Employee Survey.

We offer a variety of employee training programs, including management training programs aligned with the level of managers, technical training, mandatory compliance trainings and voluntary professional development opportunities.

In addition, we organize a wide range of employee events designed to foster a sense of community at Marvell.

The COVID-19 pandemic has presented challenges for all individuals and businesses.

Our leadership has continued to engage and support employees through the pandemic in a range of ways, including sending frequent communication and resources, providing a number of four day “recharge weekends,” and surveying employees on the experience of working from home.

See the Health and Safety section below for more details.

The information set forth under “Note 6 – Commitments and Contingencies” in our Notes to [removed: the] Consolidated Financial Statements set forth in Part II, Item 8 of this Annual Report on Form 10-K is incorporated herein by reference.

For the fiscal year ended [removed: January 28, 2023][added: February 3, 2024]

[removed: ][added: ]

| Common stock, $0.002 par value per share | | | [removed: MRVL] [added: MRVL] | | | The Nasdaq Global Select Market | | |

The aggregate market value of the registrant’s common stock held by non-affiliates of the registrant was [removed: $47,253,245,480] [added: $55,800,186,642] based upon the closing price of [removed: $55.68] [added: $64.91] per share on the Nasdaq Global Select Market on July [removed: 29, 2022] [added: 28, 2023] (the last business day of the registrant’s most recently completed second quarter).

As of March [removed: 2, 2023,] [added: 6, 2024,] there were [removed: 856.9] [added: 866.0] million shares of the registrant’s common stock outstanding.

Portions of Part III of this Form 10-K are incorporated by reference from the registrant’s definitive proxy statement for its [removed: 2023] [added: 2024] annual meeting of stockholders, which will be filed with the Securities and Exchange Commission within 120 days after the end of the fiscal year covered by this Form 10-K.

| Item 1. | | | [removed: [Business](#i41d96c2ed51d40e79bfebb9a6bd5462f_16)] [added: [Business](#if0e597c39c1c4b3989c47497e483195e_16)] | | | [removed: [3](#i41d96c2ed51d40e79bfebb9a6bd5462f_16)] [added: [3](#if0e597c39c1c4b3989c47497e483195e_16)] | | |

| Item 1A. | | | [Risk [removed: Factors](#i41d96c2ed51d40e79bfebb9a6bd5462f_19)] [added: Factors](#if0e597c39c1c4b3989c47497e483195e_19)] | | | [removed: [14](#i41d96c2ed51d40e79bfebb9a6bd5462f_19)] [added: [15](#if0e597c39c1c4b3989c47497e483195e_19)] | | |

| Item 1B. | | | [Unresolved Staff [removed: Comments](#i41d96c2ed51d40e79bfebb9a6bd5462f_22)] [added: Comments](#if0e597c39c1c4b3989c47497e483195e_22)] | | | [removed: [39](#i41d96c2ed51d40e79bfebb9a6bd5462f_22)] [added: [41](#if0e597c39c1c4b3989c47497e483195e_22)] | | |

| Item 2. | | | [removed: [Properties](#i41d96c2ed51d40e79bfebb9a6bd5462f_25)] [added: [Properties](#if0e597c39c1c4b3989c47497e483195e_25)] | | | [removed: [39](#i41d96c2ed51d40e79bfebb9a6bd5462f_25)] [added: [43](#if0e597c39c1c4b3989c47497e483195e_25)] | | |

| Item 3. | | | [Legal [removed: Proceedings](#i41d96c2ed51d40e79bfebb9a6bd5462f_28)] [added: Proceedings](#if0e597c39c1c4b3989c47497e483195e_28)] | | | [removed: [39](#i41d96c2ed51d40e79bfebb9a6bd5462f_28)] [added: [43](#if0e597c39c1c4b3989c47497e483195e_28)] | | |

| Item 4. | | | [Mine Safety [removed: Disclosures](#i41d96c2ed51d40e79bfebb9a6bd5462f_31)] [added: Disclosures](#if0e597c39c1c4b3989c47497e483195e_31)] | | | [removed: [39](#i41d96c2ed51d40e79bfebb9a6bd5462f_31)] [added: [43](#if0e597c39c1c4b3989c47497e483195e_31)] | | |

| Item 5. | | | [Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity [removed: Securities](#i41d96c2ed51d40e79bfebb9a6bd5462f_37)] [added: Securities](#if0e597c39c1c4b3989c47497e483195e_37)] | | | [removed: [40](#i41d96c2ed51d40e79bfebb9a6bd5462f_37)] [added: [44](#if0e597c39c1c4b3989c47497e483195e_37)] | | |

| Item 6. | | | [removed: [Reserved](#i41d96c2ed51d40e79bfebb9a6bd5462f_40)] [added: [Reserved](#if0e597c39c1c4b3989c47497e483195e_40)] | | | [removed: [41](#i41d96c2ed51d40e79bfebb9a6bd5462f_40)] [added: [45](#if0e597c39c1c4b3989c47497e483195e_40)] | | |

| Item 7. | | | [Management’s Discussion and Analysis of Financial Condition and Results of [removed: Operations](#i41d96c2ed51d40e79bfebb9a6bd5462f_43)] [added: Operations](#if0e597c39c1c4b3989c47497e483195e_43)] | | | [removed: [42](#i41d96c2ed51d40e79bfebb9a6bd5462f_43)] [added: [46](#if0e597c39c1c4b3989c47497e483195e_43)] | | |

| Item 7A. | | | [Quantitative and Qualitative Disclosures About Market [removed: Risk](#i41d96c2ed51d40e79bfebb9a6bd5462f_58)] [added: Risk](#if0e597c39c1c4b3989c47497e483195e_58)] | | | [removed: [53](#i41d96c2ed51d40e79bfebb9a6bd5462f_58)] [added: [56](#if0e597c39c1c4b3989c47497e483195e_58)] | | |

| Item 8. | | | [Financial Statements and Supplementary [removed: Data](#i41d96c2ed51d40e79bfebb9a6bd5462f_61)] [added: Data](#if0e597c39c1c4b3989c47497e483195e_61)] | | | [removed: [54](#i41d96c2ed51d40e79bfebb9a6bd5462f_61)] [added: [58](#if0e597c39c1c4b3989c47497e483195e_61)] | | |

| Item 9. | | | [Changes in and Disagreements with Accountants on Accounting and Financial [removed: Disclosure](#i41d96c2ed51d40e79bfebb9a6bd5462f_145)] [added: Disclosure](#if0e597c39c1c4b3989c47497e483195e_145)] | | | [removed: [98](#i41d96c2ed51d40e79bfebb9a6bd5462f_145)] [added: [99](#if0e597c39c1c4b3989c47497e483195e_145)] | | |

| Item 9A. | | | [Controls and [removed: Procedures](#i41d96c2ed51d40e79bfebb9a6bd5462f_148)] [added: Procedures](#if0e597c39c1c4b3989c47497e483195e_148)] | | | [removed: [98](#i41d96c2ed51d40e79bfebb9a6bd5462f_148)] [added: [99](#if0e597c39c1c4b3989c47497e483195e_148)] | | |

| Item 9B. | | | [Other [removed: Information](#i41d96c2ed51d40e79bfebb9a6bd5462f_151)] [added: Information](#if0e597c39c1c4b3989c47497e483195e_151)] | | | [removed: [99](#i41d96c2ed51d40e79bfebb9a6bd5462f_151)] [added: [100](#if0e597c39c1c4b3989c47497e483195e_151)] | | |

| Item 9C. | | | [Disclosure Regarding Foreign Jurisdictions that Prevent [removed: Inspections](#i41d96c2ed51d40e79bfebb9a6bd5462f_154)] [added: Inspections](#if0e597c39c1c4b3989c47497e483195e_154)] | | | [removed: [99](#i41d96c2ed51d40e79bfebb9a6bd5462f_154)] [added: [100](#if0e597c39c1c4b3989c47497e483195e_154)] | | |

| [PART [removed: III](#i41d96c2ed51d40e79bfebb9a6bd5462f_160)] [added: III](#if0e597c39c1c4b3989c47497e483195e_160)] | | | | | | | | |

| Item 10. | | | [Directors, Executive Officers and Corporate [removed: Governance](#i41d96c2ed51d40e79bfebb9a6bd5462f_163)] [added: Governance](#if0e597c39c1c4b3989c47497e483195e_163)] | | | [removed: [101](#i41d96c2ed51d40e79bfebb9a6bd5462f_163)] [added: [102](#if0e597c39c1c4b3989c47497e483195e_163)] | | |

| Item 11. | | | [Executive [removed: Compensation](#i41d96c2ed51d40e79bfebb9a6bd5462f_166)] [added: Compensation](#if0e597c39c1c4b3989c47497e483195e_166)] | | | [removed: [101](#i41d96c2ed51d40e79bfebb9a6bd5462f_166)] [added: [102](#if0e597c39c1c4b3989c47497e483195e_166)] | | |

| Item 12. | | | [Security Ownership of Certain Beneficial Owners and Management and Related [removed: S](#i41d96c2ed51d40e79bfebb9a6bd5462f_169)[tock](#i41d96c2ed51d40e79bfebb9a6bd5462f_169)[holder Matters](#i41d96c2ed51d40e79bfebb9a6bd5462f_169)] [added: S](#if0e597c39c1c4b3989c47497e483195e_169)[tock](#if0e597c39c1c4b3989c47497e483195e_169)[holder Matters](#if0e597c39c1c4b3989c47497e483195e_169)] | | | [removed: [101](#i41d96c2ed51d40e79bfebb9a6bd5462f_169)] [added: [102](#if0e597c39c1c4b3989c47497e483195e_169)] | | |

| Item 13. | | | [Certain Relationships and Related Transactions, and Director [removed: Independence](#i41d96c2ed51d40e79bfebb9a6bd5462f_172)] [added: Independence](#if0e597c39c1c4b3989c47497e483195e_172)] | | | [removed: [102](#i41d96c2ed51d40e79bfebb9a6bd5462f_172)] [added: [103](#if0e597c39c1c4b3989c47497e483195e_172)] | | |

| Item 14. | | | [Principal Accountant Fees and [removed: Services](#i41d96c2ed51d40e79bfebb9a6bd5462f_175)] [added: Services](#if0e597c39c1c4b3989c47497e483195e_175)] | | | [removed: [102](#i41d96c2ed51d40e79bfebb9a6bd5462f_175)] [added: [103](#if0e597c39c1c4b3989c47497e483195e_175)] | | |

| [PART [removed: IV](#i41d96c2ed51d40e79bfebb9a6bd5462f_178)] [added: IV](#if0e597c39c1c4b3989c47497e483195e_178)] | | | | | | | | |

| Item 15. | | | [removed: [Exhibits](#i41d96c2ed51d40e79bfebb9a6bd5462f_181) [and](#i41d96c2ed51d40e79bfebb9a6bd5462f_181)] [added: [Exhibits](#if0e597c39c1c4b3989c47497e483195e_181) [and](#if0e597c39c1c4b3989c47497e483195e_181)] [Financial Statement [removed: Schedules](#i41d96c2ed51d40e79bfebb9a6bd5462f_181)] [added: Schedules](#if0e597c39c1c4b3989c47497e483195e_181)] | | | [removed: [103](#i41d96c2ed51d40e79bfebb9a6bd5462f_181)] [added: [104](#if0e597c39c1c4b3989c47497e483195e_181)] | | |

| Item 16. | | | [Form 10-K [removed: Summary](#i41d96c2ed51d40e79bfebb9a6bd5462f_184)] [added: Summary](#if0e597c39c1c4b3989c47497e483195e_184)] | | | [removed: [108](#i41d96c2ed51d40e79bfebb9a6bd5462f_184)] [added: [108](#if0e597c39c1c4b3989c47497e483195e_184)] | | |

| | | | [removed: [Signatures](#i41d96c2ed51d40e79bfebb9a6bd5462f_187)] [added: [Signatures](#if0e597c39c1c4b3989c47497e483195e_187)] | | | [removed: [109](#i41d96c2ed51d40e79bfebb9a6bd5462f_187)] [added: [109](#if0e597c39c1c4b3989c47497e483195e_187)] | | |

| | | | [Schedule [removed: II](#i41d96c2ed51d40e79bfebb9a6bd5462f_190)] [added: II](#if0e597c39c1c4b3989c47497e483195e_190)] | | | [removed: [111](#i41d96c2ed51d40e79bfebb9a6bd5462f_190)] [added: [111](#if0e597c39c1c4b3989c47497e483195e_190)] | | |

*•*risks related to changes in general [removed: economic] [added: macroeconomic] conditions such as economic slowdowns, inflation, stagflation, rising interest rates, [added: financial institution instability,] and recessions or political conditions, such as the tariffs and trade restrictions with China, Russia and other foreign nations, and specific conditions in the end markets we address, including the continuing volatility in the technology sector and semiconductor industry and the U.S. National Science and Technology Council’s designation of semiconductors as a critical and emerging technology;

- risks related to the impact of the COVID-19 pandemic or other future pandemics, on the global economy and on our [removed: manufacturing partners,] customers, suppliers, employees and business; [added: and]

- risks related to the extension of lead time due to supply chain disruptions, component shortages that impact the [removed: cost] [added: 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 design, develop and introduce new and enhanced products, in particular in the [removed: 5G and] [added: 5G,] Cloud [removed: markets,] [added: and Artificial Intelligence (“AI”) markets] in a timely and effective manner, as well as our ability to anticipate and adapt to changes in technology;

- risks related to any current and future litigation, regulatory [removed: investigations] [added: 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;

[removed: *•*risks] [added: - risks] related to seasonality or volatility related to sales into the infrastructure, semiconductor and related industries and end markets;

- risks related to the potential impact of significant events or natural disasters or the effects of climate change (such as [removed: droughts,] [added: 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 [removed: third party] [added: third-party] manufacturing partners or suppliers operate, such as Taiwan and elsewhere in the Pacific Rim;

- risks related to our [removed: Environmental, Social and Governance (ESG)] [added: sustainability] programs; [removed: and]

If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements.

Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b).

| [PART I](#if0e597c39c1c4b3989c47497e483195e_13) | | | | | | | | |

| Item 1C. | | | [Cybersecurity](#if0e597c39c1c4b3989c47497e483195e_1823) | | | [41](#if0e597c39c1c4b3989c47497e483195e_1823) | | |

| [PART II](#if0e597c39c1c4b3989c47497e483195e_34) | | | | | | | | |

- cybersecurity risks;

| [PART I](#i41d96c2ed51d40e79bfebb9a6bd5462f_13) | | | | | | | | |

| [PART II](#i41d96c2ed51d40e79bfebb9a6bd5462f_34) | | | | | | | | |

Cybersecurity Risk Management and Strategy

We recognize the importance of assessing, identifying, and managing risks associated with cybersecurity threats, as such term is defined in Item 106(a) of Regulation S-K, and have implemented processes for our systems taking guidance from recognized cybersecurity frameworks, such as U.S. National Institute of Standards and Technology (“NIST”) Cyber Security Framework (“CSF”) in an effort to mitigate risks.

As part of these proactive measures, we maintain a Cybersecurity Incident Response and Escalation Process with defined roles, responsibilities, and reporting protocols that is periodically reviewed, tested, and updated.

The Company has an Executive Cyber Response and Disclosure Committee (consisting of senior executives from the business, finance, operations and legal functions), which is responsible for determining what actions are necessary to respond to cybersecurity events, with input from the Chief Information Security Officer and other subject matter experts directly participating in incident response efforts.

Identifying and assessing cybersecurity risk is integrated into our overall risk management systems and processes.

Additionally, on a quarterly basis, our Audit Committee receives reports from the Chief Information Officer, Chief Information Security Officer, and other members of management.

As part of its annual assessment, the Audit Committee evaluates significant risks related to our business including cybersecurity risks, and provides such information to our Board of Directors.

Our Internal Audit Group also reviews our cybersecurity governance and controls annually.

Our cybersecurity risk management program encompasses periodic risk assessments, designed to help identify cybersecurity risks to our critical systems, information, services, and our broader enterprise IT environment.

More specifically, an independent third-party performs a regular penetration test of Marvell’s IT infrastructure.

In addition to our penetration testing, an independent third-party security firm is engaged to perform additional security controls testing and provide an independent report to our executive team.

This external assessment provides us and our Audit Committee with a comprehensive evaluation of our security posture.

Our information security team plays a pivotal role in managing our cybersecurity risk.

They oversee security controls and orchestrate our response to incidents—whether they originate internally or from our vendors, suppliers or other third parties that we conduct business with.

As part of our vendor selection process, we evaluate cybersecurity risks in appropriate situations.

Furthermore, we conduct tabletop exercises periodically.

These simulations allow us to test our response strategies across various business functions, allowing preparedness for real-world incidents.

When risks are identified through our processes, we analyze their potential impact on the Company and assess the likelihood of occurrence.

Our monitoring efforts help us to timely mitigate and remediate risks and incidents.

As part of our commitment to security awareness, information security training is mandatory for every employee and contractor.

This ongoing compliance program reinforces best practices and helps to foster a security-conscious culture.

To safeguard our systems, we regularly install and update anti-malware and endpoint detection and response software across all IT-managed systems and workstations.

These measures help detect and prevent malicious code from compromising our infrastructure.

We also engage third-party providers to bolster our cybersecurity risk management and strategy.

Some provide ongoing assistance, including threat monitoring, mitigation strategies, and updates on emerging trends.

Others provide targeted expertise, such as security assessments and forensic analysis.

Cybersecurity Governance

Our Board of Directors considers cybersecurity and other information technology risk as part of its risk oversight function.

The Audit Committee receives quarterly reports from our Chief Information Security Officer (“CISO”) on our cybersecurity risks and risk management program.

Our cybersecurity team, led by our CISO, who reports directly to our Executive Vice President and Chief Operations Officer, is responsible for assessing and managing risks from cybersecurity threats.

The CISO and his team have primary responsibility for our overall cybersecurity risk management program and supervise both our internal cybersecurity personnel and any retained external cybersecurity experts.

Our CISO has over 20 years of security experience managing global security organizations including architecture, operations, strategy, applications, infrastructure, support and execution.

The information security team collectively have decades of relevant experience in the industry and many hold various cybersecurity certifications such as a Certified Information Systems Security Professional or Certified Information Security Manager.

Further, we invest in regular, ongoing cybersecurity training for our team.

The CISO reports such cybersecurity threats and incidents to the Audit Committee.

These reports may be included in, or in addition to, his regular quarterly reports to the Audit Committee.

In addition, pursuant to our internal procedures, in the event of a significant cybersecurity incident, members of senior management will report such threats and incidents in a timely manner directly to the Audit Committee and, when appropriate, to the full Board of Directors.

We, like other technology companies operating in the current environment, have experienced cybersecurity incidents, but in the last three years we have not experienced an incident which has been determined to be material.

For additional information regarding whether any risks from cybersecurity threats are reasonably likely to materially affect our company, including our business strategy, results of operations, or financial condition, please refer to *“Cybersecurity risks could adversely affect our business and disrupt our operations”* in Item 1A, “Risk Factors,” in this annual report on Form 10-K.

The following table presents the approximate square footage of our significant owned and leased facilities as of [removed: January 28, 2023:][added: February 3, 2024:]

| United States | | | | | | Research and design, sales and marketing, administration and operations | | | | | | 983,000 | | | | | | [removed: 692,000] [added: 439,000] | | |

| India | | | | | | Research and design | | | | | | — | | | | | | [removed: 263,000] [added: 313,000] | | |

| Israel | | | | | | Research and design | | | | | | — | | | | | | [removed: 220,000] [added: 291,000] | | |

| Taiwan | | | | | | Research and design | | | | | | — | | | | | | [removed: 98,000] [added: 94,000] | | |

| Singapore | | | | | | Operations, and research and design | | | | | | — | | | | | | [removed: 60,000] [added: 71,000] | | |

| China | | | | | | Research and design, and sales and marketing | | | | | | 116,000 | | | | | | [removed: 46,000] [added: 16,000] | | |

| | | | | | | Total | | | | | | 1,099,000 | | | | | | [removed: 1,435,000] [added: 1,280,000] | | |

(1)Lease terms expire in various years from [removed: 2023] [added: 2024] through [removed: 2032;] [added: 2037;] provided, however, that we have the option to extend certain leases past the current lease term.

We have ceased-use lease facilities and subleased facilities of approximately [removed: 283,000] [added: 323,000] square feet in the United States that are excluded from the table above.

As of April 20, 2021, shares of Marvell Technology, [removed: Inc] [added: Inc.] began trading under the symbol MRVL.

As of March [removed: 2, 2023,] [added: 6, 2024,] the approximate number of record holders of our common stock was [removed: 590] [added: 563] (not including beneficial owners of stock held in street name).

The graph below compares the cumulative total stockholder return of our common stock with the cumulative total return of the S&P 500 Index and the Philadelphia Semiconductor Index [added: (“PHLX”)] since February [removed: 3, 2018] [added: 2, 2019] through [removed: January 28, 2023.][added: February 3, 2024.]

The graph compares a $100 investment on February [removed: 3, 2018] [added: 2, 2019] in our common stock with a $100 investment on February [removed: 3, 2018] [added: 2, 2019] in each index and assumes that any dividends were reinvested.

[removed: ][added: ]

| | | | | | | | | | [removed: 2/3/2018] | | | | | | 2/2/2019 | | | | | | 2/1/2020 | | | | | | 1/30/2021 | | | | | | 1/29/2022 | | | | | | 1/28/2023 | | | [added: | | | 2/3/2024 | | |]

| Information prior to April 20, 2021 is for Marvell Technology Group, Ltd. | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | [added: | | | | | |]

Our Board of Directors declared quarterly cash dividends of $0.06 per share payable to holders of our common stock in each quarter of fiscal [removed: 2023, 2022] [added: 2024, 2023] and [removed: 2021.][added: 2022.]

As a result, we paid total cash dividends of [removed: $204.4] [added: $206.8] million in fiscal [removed: 2023, $191.0] [added: 2024, $204.4] million in fiscal [removed: 2022,] [added: 2023,] and [removed: $160.6] [added: $191.0] million in fiscal [removed: 2021.][added: 2022.]

| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| Marvell Technology, Inc. | | | | | | | | | | | | | | | $ | 100.00 | | | | | $ | 131.92 | | | | | $ | 284.34 | | | | | $ | 367.87 | | | | | $ | 246.73 | | | | | $ | 378.29 | |

| S&P 500 | | | | | | | | | | | | | | | 100.00 | | | | | | 121.56 | | | | | | 142.53 | | | | | | 172.46 | | | | | | 161.03 | | | | | | 199.42 | | |

| PHLX Semiconductor | | | | | | | | | | | | | | | 100.00 | | | | | | 141.76 | | | | | | 232.45 | | | | | | 269.10 | | | | | | 243.43 | | | | | | 363.11 | | |

There were no sales of unregistered equity securities during fiscal 2024.

The following table presents details of our stock repurchases during the three months ended February 3, 2024 (in millions, except per share data):

| | | | | | | | | | | | | | | | | | | | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| Period (1) | | | | | | Total Number of Shares Purchased | | | | | | Average Price Paid per Share | | | | | | Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs | | | | | | Approximate Dollar Value of Shares that May Yet be Purchased Under the Plan or Programs (2) | | |

| October 29, 2023 to November 25, 2023 | | | | | | — | | | | | | $ | — | | | | | — | | | | | | $ | 399.5 | |

| November 26, 2023 to December 23, 2023 | | | | | | — | | | | | | $ | — | | | | | — | | | | | | $ | 399.5 | |

| December 24, 2023 to February 3, 2024 | | | | | | 1.6 | | | | | | $ | 62.72 | | | | | 1.6 | | | | | | $ | 299.5 | |

| Total | | | | | | 1.6 | | | | | | $ | 62.72 | | | | | 1.6 | | | | | | | | |

(1)The monthly periods presented above for the three months ended February 3, 2024, are based on our fiscal accounting periods which followed a 4-4-6 week fiscal accounting period for the three months ended February 3, 2024.

(2)On November 17, 2016, we announced that our Board of Directors had authorized a $1.0 billion stock repurchase plan with no fixed expiration.

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

On October 16, 2018, we announced that our Board of Directors authorized a $700.0 million addition to the balance of our existing stock repurchase plan.

Our existing stock repurchase program had approximately $304.0 million of repurchase authority remaining as of October 16, 2018 prior to the approved addition.

We intend 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 will be subject to market conditions and other factors and does not obligate us to repurchase any dollar amount or number of shares of our common stock and the repurchase program may be extended, modified, suspended or discontinued at any time.

Subsequent to fiscal year end, in March 2024, our Board of Directors increased the repurchase program mentioned above and authorized an additional $3.0 billion to that repurchase program.

From August 2010 when our Board of Directors initially authorized a stock repurchase program through February 3, 2024, a total of 312.9 million shares have been repurchased under the Company’s stock repurchase program for a total $4.5 billion in cash and $299.5 million remains available for future stock repurchases.

Subsequent to fiscal year end, with the additional authorized $3.0 billion to the repurchase program, $3.3 billion remains available for future stock repurchases as of March 6, 2024.

| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| Marvell Technology, Inc. | | | | | | | | | 100.00 | | | | | | 83.15 | | | | | | 109.69 | | | | | | 236.42 | | | | | | 305.88 | | | | | | 205.15 | | |

| S&P 500 | | | | | | | | | 100.00 | | | | | | 99.94 | | | | | | 121.49 | | | | | | 142.45 | | | | | | 172.36 | | | | | | 160.94 | | |

| PHLX Semiconductor | | | | | | | | | 100.00 | | | | | | 99.56 | | | | | | 141.14 | | | | | | 231.43 | | | | | | 267.92 | | | | | | 242.36 | | |

We did not purchase any shares of our common stock for the three months ended January 28, 2023.

We have $449.5 million of repurchase authority remaining under our current share repurchase program.

| [Report of Independent Registered Public Accounting [removed: Firm](#i41d96c2ed51d40e79bfebb9a6bd5462f_64)] [added: Firm](#if0e597c39c1c4b3989c47497e483195e_64)] (PCAOB ID No.34) | | | [removed: [55](#i41d96c2ed51d40e79bfebb9a6bd5462f_64)] [added: [59](#if0e597c39c1c4b3989c47497e483195e_64)] | | |

| [Consolidated Balance Sheets as of [removed: January 28, 2023] [added: February](#if0e597c39c1c4b3989c47497e483195e_67) [](#if0e597c39c1c4b3989c47497e483195e_67)[3, 2024] and January [removed: 29, 2022](#i41d96c2ed51d40e79bfebb9a6bd5462f_67)] [added: 28, 2023](#if0e597c39c1c4b3989c47497e483195e_67)] | | | [removed: [57](#i41d96c2ed51d40e79bfebb9a6bd5462f_67)] [added: [61](#if0e597c39c1c4b3989c47497e483195e_67)] | | |

| [Consolidated Statements of [removed: Operations](#i41d96c2ed51d40e79bfebb9a6bd5462f_70) [and] Comprehensive [removed: Loss](#i41d96c2ed51d40e79bfebb9a6bd5462f_70) [for] [added: Loss for] the years ended [added: February 3, 2024,] January 28, [removed: 2023, January 29, 2022] [added: 2023] and January [removed: 30, 2021](#i41d96c2ed51d40e79bfebb9a6bd5462f_70)] [added: 29, 2022](#if0e597c39c1c4b3989c47497e483195e_73)] | | | [removed: [58](#i41d96c2ed51d40e79bfebb9a6bd5462f_70)] [added: [63](#if0e597c39c1c4b3989c47497e483195e_73)] | | |

| [removed: [Consolidated Statements] [added: [Consolidated](#if0e597c39c1c4b3989c47497e483195e_76) [Statements] of Stockholders’ Equity for the [removed: years ended] [added: years](#if0e597c39c1c4b3989c47497e483195e_76) [ended February 3, 2024,] January 28, [removed: 2023, January 29, 2022] [added: 2023] and January [removed: 30, 2021](#i41d96c2ed51d40e79bfebb9a6bd5462f_76)] [added: 29, 2022](#if0e597c39c1c4b3989c47497e483195e_76)] | | | [removed: [59](#i41d96c2ed51d40e79bfebb9a6bd5462f_76)] [added: [64](#if0e597c39c1c4b3989c47497e483195e_76)] | | |

| [removed: [Consolidated Statements of Cash Flows] [added: [Consolidated](#if0e597c39c1c4b3989c47497e483195e_79) [Statements of](#if0e597c39c1c4b3989c47497e483195e_79) [Cash](#if0e597c39c1c4b3989c47497e483195e_79) [Flows] for the [removed: years ended] [added: years](#if0e597c39c1c4b3989c47497e483195e_79) [](#if0e597c39c1c4b3989c47497e483195e_79)[ended February 3, 2024,] January 28, [removed: 2023, January 29, 2022] [added: 2023] and January [removed: 30, 2021](#i41d96c2ed51d40e79bfebb9a6bd5462f_79)] [added: 29, 2022](#if0e597c39c1c4b3989c47497e483195e_79)] | | | [removed: [60](#i41d96c2ed51d40e79bfebb9a6bd5462f_79)] [added: [65](#if0e597c39c1c4b3989c47497e483195e_79)] | | |

| [Notes to Consolidated Financial [removed: Statements](#i41d96c2ed51d40e79bfebb9a6bd5462f_82)] [added: Statements](#if0e597c39c1c4b3989c47497e483195e_82)] | | | [removed: [61](#i41d96c2ed51d40e79bfebb9a6bd5462f_82)] [added: [66](#if0e597c39c1c4b3989c47497e483195e_82)] | | |

We have audited the accompanying consolidated balance sheets of Marvell Technology, Inc. and subsidiaries (the [removed: “Company”)] [added: "Company")] as of [added: February 3, 2024 and] January 28, 2023, [removed: and January 29, 2022,] the related consolidated statements of operations, comprehensive loss, [removed: stockholders’] [added: stockholders'] equity, and cash flows, for each of the three years in the period ended [removed: January 28, 2023,] [added: February 3, 2024,] and the related notes and the schedules listed in the Index at Item 15 (collectively referred to as the [removed: “financial statements”).][added: "financial statements").]

In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of [added: February 3, 2024, and] January 28, 2023, and [removed: January 29, 2022, and] the results of its operations and its cash flows for each of the three years in the period ended [removed: January 28, 2023,] [added: February 3, 2024,] in conformity with accounting principles generally accepted in the United States of America.

We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the [removed: Company’s] [added: Company's] internal control over financial reporting as of [removed: January 28, 2023,] [added: February 3, 2024,] based on criteria established in *Internal [removed: Control—Integrated] [added: Control — Integrated] Framework (2013)* issued by the Committee of Sponsoring Organizations of the Treadway Commission and our report dated March [removed: 9, 2023,] [added: 13, 2024,] expressed an unqualified opinion on the [removed: Company’s] [added: Company's] internal control over financial reporting.

Inventories – Management [removed: Judgements] [added: Judgments] Regarding Excess and Obsolete Inventory Reserves — Refer to Note 2 to the financial [removed: statements][added: statements.]

Management writes down excess inventories based upon [removed: a] regular analysis of inventory on hand compared to forecasted demand.

Management’s estimates of forecasted demand are based upon analysis and assumptions including, but not limited to, expected product lifecycles and development plans, expected customer orders, projected [added: and current] market conditions, [removed: and] historical usage by [removed: product.][added: product, and customer backlog.]

As of [removed: January 28, 2023,] [added: February 3, 2024,] the Company’s consolidated inventories balance was [removed: $1,068] [added: $864.4] million.

We identified inventory valuation as a critical audit matter because of the significant assumptions management makes with regards to estimating the excess write-down and the potential [removed: amplification] [added: impact] of those judgments in periods of market uncertainty.

- We tested the effectiveness of internal controls over management’s provisions for excess [added: and obsolete] inventories, including internal controls designed to review and approve forecasted demand and the underlying assumptions regarding expected product lifecycles, product development plans, expected customer orders, projected [added: and current] market conditions, and historical usage by product.

- We made inquiries of business unit managers throughout the period as well as executives, [removed: sales,] [added: sales] and [added: marketing, and] operations personnel about the expected product lifecycles and product development plans and historical usage by product and compared expectations to actual developments over the period.

[Table of [removed: Contents](#i41d96c2ed51d40e79bfebb9a6bd5462f_7)][added: Contents](#if0e597c39c1c4b3989c47497e483195e_7)]

| | | | [added: | | |] January [removed: 28, 2023] [added: 29, 2022] | | | | | | [removed: January 29, 2022] | | | [added: | | |]

| Cash and cash equivalents | | | $ | [removed: 911.0] [added: 950.8] | | | | | $ | [removed: 613.5] [added: 911.0] | |

| Accounts receivable, net | | | [removed: 1,192.2] [added: 1,121.6] | | | | | | [removed: 1,048.6] [added: 1,192.2] | | |

| Inventories | | | [removed: 1,068.3] [added: 864.4] | | | | | | [removed: 720.3] [added: 1,068.3] | | |

| Prepaid expenses and other current assets | | | [removed: 109.6] [added: 125.9] | | | | | | [removed: 111.0] [added: 109.6] | | |

| Total current assets | | | [removed: 3,281.1] [added: 3,062.7] | | | | | | [removed: 2,493.4] [added: 3,281.1] | | |

| Property and equipment, net | | | [removed: 577.4] [added: 756.0] | | | | | | [removed: 462.8] [added: 577.4] | | |

| Goodwill | | | 11,586.9 | | | | | | [removed: 11,511.1] [added: 11,586.9] | | |

| Acquired intangible assets, net | | | [removed: 5,102.0] [added: 4,004.1] | | | | | | [removed: 6,153.4] [added: 5,102.0] | | |

| Deferred tax assets | | | [removed: 465.9] [added: 311.9] | | | | | | [removed: 493.5] [added: 465.9] | | |

| Other non-current assets | | | [removed: 1,508.8] [added: 1,506.9] | | | | | | [removed: 994.4] [added: 1,508.8] | | |

| Total assets | | | $ | [removed: 22,522.1] [added: 21,228.5] | | | | | $ | [removed: 22,108.6] [added: 22,522.1] | |

| Accounts payable | | | $ | [removed: 465.8] [added: 411.3] | | | | | $ | [removed: 461.5] [added: 465.8] | |

| Accrued liabilities | | | [removed: 1,092.0] [added: 1,032.9] | | | | | | [removed: 622.6] [added: 1,092.0] | | |

| Accrued employee compensation | | | [removed: 244.5] [added: 262.7] | | | | | | [removed: 241.3] [added: 244.5] | | |

| Short-term debt | | | [removed: 584.4] [added: 107.3] | | | | | | [removed: 63.2] [added: 584.4] | | |

| Total current liabilities | | | [removed: 2,386.7] [added: 1,814.2] | | | | | | [removed: 1,388.6] [added: 2,386.7] | | |

| Long-term debt | | | [removed: 3,907.7] [added: 4,058.6] | | | | | | [removed: 4,484.8] [added: 3,907.7] | | |

| Other non-current liabilities | | | [removed: 590.5] [added: 524.3] | | | | | | [removed: 533.1] [added: 590.5] | | |

| Total liabilities | | | [removed: 6,884.9] [added: 6,397.1] | | | | | | [removed: 6,406.5] [added: 6,884.9] | | |

| Common stock, $0.002 par value; [removed: 1,250] [added: 1.3 billion] shares authorized; [removed: 856.1] [added: 865.5] and [removed: 846.7] [added: 856.1] shares issued and outstanding in fiscal [removed: 2023] [added: 2024] and [removed: 2022,] [added: 2023,] respectively | | | 1.7 | | | | | | 1.7 | | |

| Additional paid-in capital | | | [removed: 14,512.0] [added: 14,845.3] | | | | | | [removed: 14,209.0] [added: 14,512.0] | | |

| Retained earnings [added: (Accumulated deficit)] | | | [removed: 1,123.5] [added: (16.7)] | | | | | | [removed: 1,491.4] [added: 1,123.5] | | |

| [Consolidated Statements of Operations](#if0e597c39c1c4b3989c47497e483195e_70) [for the years ended February](#if0e597c39c1c4b3989c47497e483195e_70) [3, 2024, January 28, 2023 and January 29, 2022](#if0e597c39c1c4b3989c47497e483195e_70) | | | [62](#if0e597c39c1c4b3989c47497e483195e_70) | | |

March 13, 2024

[Table of Contents](#if0e597c39c1c4b3989c47497e483195e_7)

CONSOLIDATED STATEMENTS OF OPERATIONS

[Table of Contents](#if0e597c39c1c4b3989c47497e483195e_7)

| Other comprehensive income, net of tax: | | | | | | | | | | | | | | | | | |

| Net change in unrealized gain on cash flow hedges | | | 1.1 | | | | | | — | | | | | | — | | |

| Other comprehensive income, net of tax | | | 1.1 | | | | | | — | | | | | | — | | |

[Table of Contents](#if0e597c39c1c4b3989c47497e483195e_7)

| Net loss | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | (933.4) | | | | | | (933.4) | | |

| Balance at February 3, 2024 | | | 865.5 | | | | | | $ | 1.7 | | | | | $ | 14,845.3 | | | | | $ | 1.1 | | | | | $ | (16.7) | | | | | $ | 14,831.4 | |

[Table of Contents](#if0e597c39c1c4b3989c47497e483195e_7)

(In millions)

| Net loss | | | $ | (933.4) | | | | | $ | (163.5) | | | | | $ | (421.0) | |

See accompanying Notes to Consolidated Financial Statements.

[Table of Contents](#if0e597c39c1c4b3989c47497e483195e_7)

Fiscal 2024 had a 53-week period.

| | | | February 3, 2024 | | | | | | January 28, 2023 | | | | | | January 29, 2022 | | |

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.

Comprehensive loss, net of tax is comprised of net loss and net change in unrealized gains and losses, on cash flow hedges for fiscal 2024.

Forming a conclusion that a valuation allowance is not needed is difficult when there is negative evidence such as cumulative losses in recent years.

There can be no assurance that the Company will accurately predict the outcome of audits, and the amounts ultimately paid on resolution of audits could be materially different than the amounts previously included in the Company’s income tax expense and therefore, could have a material impact on its tax provision, results of operations, and cash flows.

*Accounting Pronouncements Not Yet Effective*

In November 2023, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2023-07, *Segment Reporting (Topic 280)* to improve reportable segment disclosures.

The update requires disclosure of incremental segment information on an annual and interim basis.

The ASU is effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024, and requires retrospective application to all prior periods presented in the financial statements.

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 2023, the FASB issued ASU 2023-09, *Income Taxes (Topic 740)* to improve income tax disclosures to enhance transparency and decision usefulness of income tax disclosure.

The ASU is effective for fiscal years beginning after December 15, 2024 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.

| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| | | | Year Ended February 3, 2024 | | | | | | % of Total | | | | | | Year Ended January 28, 2023 | | | | | | % of Total | | | | | | Year Ended January 29, 2022 | | | | | | % of Total | | |

| 5.750% 2029 Senior Notes | | | | | | 500.0 | | | | | | — | | |

| 5.950% 2033 Senior Notes | | | | | | 500.0 | | | | | | — | | |

On April 14, 2023, the Company entered into an amendment to the 2024 and 2026 Term Loan Agreement.

| | | | | | |

March 9, 2023

MARVELL TECHNOLOGY, INC.

| | | | | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| Balance at February 1, 2020 | | | 663.5 | | | | | | $ | 1.4 | | | | | $ | 6,135.9 | | | | | | | | | | | | | | | | | $ | 2,541.3 | | | | | $ | 8,678.6 | |

| Payment of equity and debt financing costs | | | — | | | | | | (11.8) | | | | | | (38.0) | | |

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

Please see “Note 8 – Goodwill and Acquired Intangible Assets, Net” for further details regarding impairment of acquisition-related identified intangible assets.

The Company’s products carry a standard one-year warranty, with certain exceptions in which the warranty period can extend to more than one year based on contractual agreements.

Warranty expenses were not material for the periods presented.

Advertising Expense

Advertising costs are expensed as incurred.

Comprehensive loss, net of tax is comprised of net loss.

*Accounting Pronouncements Recently Adopted*

In October 2021, the FASB issued an accounting standards update that requires contract assets and contract liabilities acquired in a business combination to be recognized and measured by the acquirer on the acquisition date in accordance with ASC 606, Revenue from Contracts with Customers.

The guidance should be applied prospectively to acquisitions occurring on or after the effective date.

The new standard was early adopted by the Company on January 30, 2022 and did not have a material effect on the Company’s consolidated financial statements.

The Company intends to repay the amount with operating cash flow.

In December 2020, the Company executed a debt agreement to obtain a 3-year $875.0 million term loan and a 5-year $875.0 million term loan.

The Company also executed a debt agreement to obtain a 5-year $750.0 million revolving credit facility in December 2020, replacing its previous $500 million revolving credit facility.

On May 4, 2021, in conjunction with the U.S. domiciliation, the Company exchanged certain existing senior notes due in 2023 and 2028 that were previously issued by the Bermuda-domiciled Marvell Technology Group Ltd. (the “MTG Senior Notes”) with like notes that are now issued by the Delaware-domiciled Marvell Technology, Inc. (the “MTI Senior Notes”).

Below is further discussion of the terms of the various debt agreements.

The 5-Year Tranche Loan has a stated floating interest rate which equates to reserve-adjusted LIBOR + 137.5 bps.

The effective interest rate for the 5-Year Tranche Loan was 4.665% as of January 28, 2023.

The 3-Year Tranche Loan does not require any scheduled principal payments prior to final maturity but does permit the Company to make early principal payments without premium or penalty.

As of January 28, 2023, the Company had $1.5 billion 2024 and 2026 Term Loan borrowings outstanding, and was in compliance with its debt covenants.

Borrowings from the 2020 Revolving Credit Facility are intended for general corporate use, which may include among other things, the financing of acquisitions, the refinancing of other indebtedness and the payment of transaction expenses related to the foregoing.

During the quarter ended October 29, 2022, the Company repaid the remaining outstanding amount of $70.0 million.

The Company currently carries debt that relies on one-month LIBOR as the benchmark rate.

The one-month LIBOR is expected to cease publication after June 30, 2023.

To the extent the one-month LIBOR ceases to exist, the 2024 and 2026 Term Loans and 2020 Revolving Credit Facility agreements contemplate an alternative benchmark rate without the need for any amendment thereto.

As of January 28, 2023, the Company had $2.0 billion Senior Notes borrowings outstanding.

As of January 28, 2023, the Company had $1.0 billion MTG/MTI Senior Notes borrowings outstanding.

| 2024 | | | | | | $ | 587.5 | |

| 2025 | | | | | | 844.4 | | |

| Thereafter | | | | | | 1,999.9 | | |

| Total | | | | | | $ | 4,522.4 | |

Management, with the participation of our principal executive officer and principal financial officer, has evaluated the effectiveness of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) of the Exchange Act) as of [removed: January 28, 2023.][added: February 3, 2024.]

Based on this evaluation, our principal executive officer and principal financial officer concluded that our disclosure controls and procedures were effective as of [removed: January 28, 2023.][added: February 3, 2024.]

Under the supervision and with the participation of our management, including our principal executive officer and principal financial officer, we conducted an evaluation of the effectiveness of our internal control over financial reporting as of [removed: January 28, 2023] [added: February 3, 2024] using the criteria for effective internal control over financial reporting as described in “Internal Control-Integrated Framework,” issued by the Committee of Sponsoring Organization of the Treadway Commission (2013 framework) (the COSO Criteria).

Based on this assessment, management concluded that our internal control over financial reporting was effective as of [removed: January 28, 2023.][added: February 3, 2024.]

The effectiveness of our internal control over financial reporting as of [removed: January 28, 2023] [added: February 3, 2024] has been audited by Deloitte & Touche LLP, our independent registered public accounting firm, as stated in its report that is included herein.

No change in the Company’s internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) of the Exchange Act) occurred during the three months ended [removed: January 28, 2023] [added: February 3, 2024] that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting.

We adopted a hybrid work policy where most of our employees have the option to split their time between working from home and the office.

In addition, we continue to monitor and assess the potential impact of the COVID-19 situation on our internal controls to minimize the impact on their design and operating effectiveness.

We believe that our internal controls over financial reporting are being executed effectively and continue to be effective.

In the fourth quarter of fiscal 2024, the following trading plans were adopted or terminated by an executive officer or director of the Company:

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| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| Name | | | | | | Title | | | | | | Adopted or Terminated | | | | | | Adoption/Termination Date | | | | | | Plan Start Date | | | | | | Plan End Date | | | | | | Transactions | | | | | | Shares | | |

| Officers | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| Mark Casper | | | | | | Chief Legal Officer | | | | | | Adopted | | | | | | 1/19/2024 | | | | | | 4/19/2024 | | | | | | 4/14/2025 | | | | | | Sales | | | | | | 10,000 | | |

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None

We have audited the internal control over financial reporting of Marvell Technology, Inc. and subsidiaries (the “Company”) as of [removed: January 28, 2023,] [added: February 3, 2024,] based on criteria established in *Internal [removed: Control—Integrated] [added: Control* *—* *Integrated] Framework (2013)* issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).

In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of [removed: January 28, 2023,] [added: February 3, 2024,] based on criteria established in *Internal [removed: Control—Integrated] [added: Control* *—* *Integrated] Framework (2013)* issued by COSO.

We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated financial statements as of and for the year ended [removed: January 28, 2023,] [added: February 3, 2024,] of the Company and our report dated March [removed: 9, 2023,] [added: 13, 2024,] expressed an unqualified opinion on those financial statements.

Unless we file an amendment to this Form 10-K within 120 days after [removed: January 28, 2023] [added: February 3, 2024] to include the Part III information, we intend to incorporate such information by reference to our definitive proxy statement in connection with our [removed: 2023] [added: 2024] annual meeting of stockholders to be held in June [removed: 2023] [added: 2024] (the [removed: “2023] [added: “2024] Proxy Statement”).

March 13, 2024

March 9, 2023

The information required by Items [removed: 401 and] [added: 401,] 407(c)(3) [added: and 408(b)] of Regulation S-K with respect to our directors, director nominees, executive officers and corporate governance is incorporated by reference herein to the information set forth under the captions “Election of Directors,” “Corporate Governance and Matters Related to Our [removed: Board” and] [added: Board,”] “Executive Officers of the Company” [added: and “Insider Trading, Anti-Hedging and Anti-Pledging Policies”] in our [removed: 2023] [added: 2024] Proxy Statement.

The information required by Item 405 of Regulation S-K is incorporated by reference herein, as applicable, to the information set forth under the caption “Delinquent Section 16(a) Reports” in our [removed: 2023] [added: 2024] Proxy Statement.

The information required by Items 407(d)(4) and (d)(5) of Regulation S-K concerning our Audit Committee and Audit Committee financial expert is incorporated by reference herein to the information set forth under the caption “Corporate Governance and Matters Related to Our Board” in our [removed: 2023] [added: 2024] Proxy Statement.

The information required by Items 402, 407(e)(4) and 407(e)(5) of Regulation S-K is incorporated by reference herein to the information set forth under the captions “Compensation of Directors,” “Director Compensation Table-Fiscal [removed: 2023,”] [added: 2024,”] “Executive Compensation” and “Compensation Committee Interlocks and Insider Participation” in our [removed: 2023] [added: 2024] Proxy Statement.

The information required by Item 403 of Regulation S-K is incorporated by reference herein to the information set forth under the caption “Security Ownership of Certain Beneficial Owners and Management” in our [removed: 2023] [added: 2024] Proxy Statement.

The following table provides certain information with respect to all of our equity compensation plans in effect [removed: January 28, 2023:][added: February 3, 2024:]

| Plan Category | | | | | | (a) Number of Securities to Be Issued Upon Exercise of Outstanding Options, Warrants and Rights (1) | | | | | | (b) Weighted- Average Exercise Price of Outstanding Options, Warrants, and Rights (2) | | | | | | [removed: (c) Number of Securities Remaining Available] [added: (c) Number of Securities Remaining Available] for [removed: Future Issuance] [added: Future Issuance] under [removed: Equity Compensation Plans (Excluding Securities Reflected] [added: Equity Compensation Plans (Excluding Securities Reflected] in Column [removed: (a)] [added: (a))] | | |

| Equity compensation plans not approved by security holders (4) | | | | | | [removed: 3,761,649] [added: 921,554] | | | | | | $ | [removed: 12.40] [added: 13.78] | | | | | — | | |

(1)Includes only options and restricted stock units (outstanding under our equity compensation plans, as no stock warrants or other rights were outstanding as of [removed: January 28, 2023).][added: February 3, 2024).]

| Equity compensation plans approved by security holders (3) | | | | | | 20,525,575 | | | | | | $ | 33.38 | | | | | 92,039,616 | | |

| Equity compensation plans approved by security holders (3) | | | | | | 16,776,002 | | | | | | $ | 19.28 | | | | | 107,174,498 | | |

The information required by Item 404 of Regulation S-K is incorporated by reference herein to the information set forth under the caption “Certain Relationships and Related Party Transactions” in our [removed: 2023] [added: 2024] Proxy Statement.

The information required by Item 407(a) of Regulation S-K is incorporated by reference herein to the information set forth under the caption “Board of Directors and Committees of the Board” in our [removed: 2023] [added: 2024] Proxy Statement.

The information required by Item 9(e) of Schedule 14A is incorporated by reference to the information set forth under the caption “Information Concerning Independent Registered Public Accounting Firm” in our [removed: 2023] [added: 2024] Proxy Statement.

See the “Index to Consolidated Financial Statements” on page [removed: 54] [added: 58] of this Annual Report on Form 10-K.

| Exhibit No. | | | | | | Description | | | | | | Form | | | | | | File Number | | | | | | Incorporated by Reference from Exhibit Number | | | | | | Filed with SEC | | | [added: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |]

| 2.1 | | | | | | [Agreement and Plan of Merger and Reorganization, dated as of October 29, 2020, by and among Marvell Technology Group Ltd., Inphi Corporation, Maui HoldCo, Inc., Maui Acquisition Company Ltd and Indigo Acquisition Corp.](http://www.sec.gov/Archives/edgar/data/0001058057/000119312520282762/d42915dex21.htm) | | | | | | 8-K | | | | | | 000-30877 | | | | | | 2.1 | | | | | | 10/30/2020 | | | [added: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |]

| 2.2 | | | | | | [Agreement and Plan of Merger by and among the Company, Kauai Acquisition Corp., and Cavium, Inc. dated as of November 19, 2017](http://www.sec.gov/Archives/edgar/data/1058057/000119312517348220/d454219dex21.htm) | | | | | | 8-K | | | | | | 000-30877 | | | | | | 2.1 | | | | | | 11/20/2017 | | | [added: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |]

| 2.3 | | | | | | [Asset Purchase Agreement between Marvell and NXP dated May 29, 2019](http://www.sec.gov/Archives/edgar/data/0001058057/000105805719000024/q22010q08032019exhibit21.htm) | | | | | | 10-Q | | | | | | 000-30877 | | | | | | 2.1 | | | | | | 9/4/2019 | | | [added: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |]

| 3.1 | | | | | | [removed: [Amended] [added: [Second Amended] and Restated Certificate of Incorporation of Marvell Technology, [removed: Inc.](https://www.sec.gov/Archives/edgar/data/1835632/000119312521122938/d136815dex31.htm)] [added: Inc.](http://www.sec.gov/Archives/edgar/data/1835632/000119312523071340/d483967dex31.htm)] | | | | | | 8-K | | | | | | 001-40357 | | | | | | 3.1 | | | | | | [removed: 4/20/2021] [added: 3/15/2023] | | | [added: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |]

| 3.2 | | | | | | [Amended and Restated Bylaws of Marvell Technology, [removed: Inc.](https://www.sec.gov/Archives/edgar/data/1835632/000119312521122938/d136815dex32.htm)] [added: Inc.](http://www.sec.gov/Archives/edgar/data/1835632/000119312521122938/d136815dex32.htm)] | | | | | | 8-K | | | | | | 001-40357 | | | | | | 3.2 | | | | | | 4/20/2021 | | | [added: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |]

| [removed: 4.1] [added: 4.7] | | | | | | [removed: [First] [added: [Second] Supplemental Indenture, dated as of [removed: April 20,] [added: May 4,] 2021, [removed: by and among] [added: between] Marvell Technology, [removed: Inc., Inphi Corporation] [added: Inc.] and [removed: Wells Fargo Bank,] [added: U.S. Bank] National Association, as [removed: trustee](http://www.sec.gov/Archives/edgar/data/0001835632/000119312521123305/d282209dex41.htm)] [added: trustee](http://www.sec.gov/Archives/edgar/data/0001835632/000119312521150119/d168758dex42.htm)] | | | | | | 8-K | | | | | | 001-40357 | | | | | | [removed: 4.1] [added: 4.2] | | | | | | [removed: 4/21/2021] [added: 5/4/2021] | | | [added: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |]

| 4.2 | | | | | | [First Supplemental Indenture, dated as of April [removed: 20,] [added: 12,] 2021, by and among Marvell Technology, Inc., [removed: Inphi Corporation] [added: Marvell Technology Group Ltd.] and U.S. Bank National Association, as [removed: trustee](http://www.sec.gov/Archives/edgar/data/0001835632/000119312521123305/d282209dex42.htm)] [added: trustee](http://www.sec.gov/Archives/edgar/data/0001058057/000119312521113298/d124916dex42.htm)] | | | | | | 8-K | | | | | | [removed: 001-40357] [added: 000-30877] | | | | | | 4.2 | | | | | | [removed: 4/21/2021] [added: 4/12/2021] | | | [added: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |]

| [removed: 4.3] [added: 4.1] | | | | | | [Base Indenture, dated as of April 12, 2021, between Marvell Technology, Inc. and U.S. Bank National Association, as trustee](http://www.sec.gov/Archives/edgar/data/0001058057/000119312521113298/d124916dex41.htm) | | | | | | 8-K | | | | | | 000-30877 | | | | | | 4.1 | | | | | | 4/12/2021 | | | [added: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |]

| [removed: 4.4] [added: 4.15] | | | | | | [removed: [First] [added: [Second] Supplemental Indenture, dated as of April [removed: 12,] [added: 15,] 2021, by and [removed: among Marvell Technology, Inc.,] [added: between] Marvell Technology Group Ltd. and U.S. Bank National [removed: Association, as trustee](http://www.sec.gov/Archives/edgar/data/0001058057/000119312521113298/d124916dex42.htm)] [added: Association](http://www.sec.gov/Archives/edgar/data/0001058057/000119312521120469/d107622dex41.htm)] | | | | | | 8-K | | | | | | 000-30877 | | | | | | [removed: 4.2] [added: 4.1] | | | | | | [removed: 4/12/2021] [added: 4/19/2021] | | | [added: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |]

| [removed: 4.5] [added: 4.3] | | | | | | [Form of $500,000,000 1.650% Senior Notes due 2026 (included as Exhibit A to Exhibit 4.2)](http://www.sec.gov/Archives/edgar/data/0001058057/000119312521113298/d124916dex42.htm) | | | | | | 8-K | | | | | | 000-30877 | | | | | | 4.3 | | | | | | 4/12/2021 | | | [added: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |]

| [removed: 4.6] [added: 4.5] | | | | | | [Form of $750,000,000 2.450% Senior Notes due 2028 (included as Exhibit B to Exhibit 4.2)](http://www.sec.gov/Archives/edgar/data/0001058057/000119312521113298/d124916dex42.htm) | | | | | | 8-K | | | | | | 000-30877 | | | | | | 4.4 | | | | | | 4/12/2021 | | | [added: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |]

| [removed: 4.7] [added: 4.6] | | | | | | [Form of $750,000,000 2.950% Senior Notes due 2031 (included as Exhibit C to Exhibit 4.2)](http://www.sec.gov/Archives/edgar/data/0001058057/000119312521113298/d124916dex42.htm) | | | | | | 8-K | | | | | | 000-30877 | | | | | | 4.5 | | | | | | 4/12/2021 | | | [added: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |]

| [removed: 4.8] [added: 4.10] | | | | | | [removed: [Second] [added: [Third] Supplemental Indenture, dated as of [removed: May 4, 2021,] [added: September 18, 2023,] between Marvell Technology, Inc. and U.S. Bank [added: Trust Company,] National [removed: Association,] [added: Association (successor in interest to U.S. Bank National Association),] as [removed: trustee](http://www.sec.gov/Archives/edgar/data/0001835632/000119312521150119/d168758dex42.htm)] [added: trustee](http://www.sec.gov/Archives/edgar/data/1835632/000119312523236966/d550936dex41.htm)] | | | | | | 8-K | | | | | | 001-40357 | | | | | | [removed: 4.2] [added: 4.1] | | | | | | [removed: 5/4/2021] [added: 9/18/2023] | | | [added: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |]

| [removed: 4.9] [added: 4.8] | | | | | | [Form of $433,817,000 4.200% Senior Notes due 2023 (included as Exhibit A to Exhibit 4.2)](http://www.sec.gov/Archives/edgar/data/0001835632/000119312521150119/d168758dex42.htm) | | | | | | 8-K | | | | | | 001-40357 | | | | | | 4.3 | | | | | | 5/4/2021 | | | [added: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |]

| [removed: 4.10] [added: 4.9] | | | | | | [Form of $479,394,000 4.875% Senior Notes due 2028 (included as Exhibit B to Exhibit 4.2)](http://www.sec.gov/Archives/edgar/data/0001835632/000119312521150119/d168758dex42.htm) | | | | | | 8-K | | | | | | 001-40357 | | | | | | 4.4 | | | | | | 5/4/2021 | | | [added: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |]

| [removed: 4.11] [added: 4.13] | | | | | | [removed: [Second Supplemental] [added: [Base] Indenture, dated as of [removed: April 15, 2021,] [added: June 22, 2018,] by and between Marvell Technology Group Ltd. and U.S. Bank [added: Trust Company,] National [removed: Association](http://www.sec.gov/Archives/edgar/data/0001058057/000119312521120469/d107622dex41.htm)] [added: Association (as successor to U.S. Bank National Association), as trustee.](http://www.sec.gov/Archives/edgar/data/1058057/000119312518201053/d583855dex41.htm)] | | | | | | 8-K | | | | | | 000-30877 | | | | | | 4.1 | | | | | | [removed: 4/19/2021] [added: 6/22/2018] | | | [added: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |]

| [removed: 4.12] [added: 4.16] | | | | | | [The description of the Registrant’s Common Stock, par value $0.002 per share, contained in the Registrant’s Registration Statement on Form S-4 initially filed with the Commission on December 22, 2020, as [removed: amended;](https://www.sec.gov/Archives/edgar/data/1835632/000183563223000013/mrvl-01282023exhibit412.htm)] [added: amended](http://www.sec.gov/Archives/edgar/data/1835632/000183563223000013/mrvl-01282023exhibit412.htm)] | | | | | | [added: 10-K] | | | | | | [added: 001-40357] | | | | | | [added: 4.12] | | | | | | [removed: Filed Herewith] [added: 3/9/2023] | | | [added: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |]

| 10.1 | | | | | | [Form of Indemnification [removed: Agreement](https://www.sec.gov/Archives/edgar/data/1835632/000119312521122938/d136815dex101.htm)] [added: Agreement](http://www.sec.gov/Archives/edgar/data/1835632/000119312521122938/d136815dex101.htm)] | | | | | | 8-K | | | | | | 001-40357 | | | | | | 10.1 | | | | | | 4/20/2021 | | | [added: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |]

| 10.2 | | | | | | [Credit Agreement, dated as of December 7, 2020, among Marvell Technology Group Ltd., Maui HoldCo, Inc., the Guarantors party thereto, the Lenders party thereto and JPMorgan Chase Bank, N.A., as the Administrative Agent](http://www.sec.gov/Archives/edgar/data/0001058057/000119312520312706/d84972dex101.htm) | | | | | | 8-K | | | | | | 000-30877 | | | | | | 10.1 | | | | | | 12/8/2020 | | | [added: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |]

| [removed: 10.6] [added: 10.24] | | | | | | [removed: [Registration Rights] [added: [Underwriting] Agreement, dated [removed: as of April 12, 2021, by and] [added: September 11, 2023,] among Marvell Technology, [removed: Inc., Marvell Technology Group Ltd.] [added: Inc.] and J.P. Morgan [removed: Securities,] [added: Securities] LLC, BofA Securities, Inc. and Wells Fargo Securities, LLC, as representatives of the [removed: initial purchasers of the Notes](http://www.sec.gov/Archives/edgar/data/0001058057/000119312521113298/d124916dex101.htm)] [added: several underwriters named therein](http://www.sec.gov/Archives/edgar/data/1835632/000119312523236966/d550936dex11.htm)] | | | | | | 8-K | | | | | | [removed: 000-30877] [added: 001-40357] | | | | | | [removed: 10.1] [added: 1.1] | | | | | | [removed: 4/12/2021] [added: 9/18/2023] | | | [added: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |]

| [removed: 10.7#] [added: 10.5#] | | | | | | [Marvell Technology Group Ltd. Amended and Restated 1995 Stock Option Plan (now named the Marvell Technology, Inc. Amended and Restated 1995 Stock Option Plan) (as amended and restated as of April 2, 2021)](http://www.sec.gov/Archives/edgar/data/0001835632/000119312521123014/d141152dex41.htm) | | | | | | S-8 | | | | | | 333-255384 | | | | | | 4.1 | | | | | | 4/20/2021 | | | [added: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |]

| [removed: 10.7.1#] [added: 10.5.1#] | | | | | | [Form of Stock Option Agreement and Notice of Grant of Stock Options and Option Agreement for use with 1995 Stock Option Plan (for options granted after September 20, 2013)](http://www.sec.gov/Archives/edgar/data/1058057/000119312513380091/d603994dex102.htm) | | | | | | 8-K | | | | | | 000-30877 | | | | | | 10.2 | | | | | | 9/26/2013 | | | [added: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |]

| [removed: 10.7.2#] [added: 10.5.2#] | | | | | | [Form of [removed: Performance Award Agreement and Notice of Grant of Performance Award and Award] [added: Deferral Feature Stock Unit] Agreement [added: with Stock Unit Election Form] for use with the Amended and Restated 1995 Stock Option [removed: Plan](http://www.sec.gov/Archives/edgar/data/1058057/000119312514227243/d713602dex102.htm)] [added: Plan](http://www.sec.gov/Archives/edgar/data/1058057/000105805718000009/mrvl-2032018x10kexhibit103.htm)] | | | | | | [removed: 10-Q] [added: 10-K] | | | | | | 000-30877 | | | | | | [removed: 10.2] [added: 10.3.11] | | | | | | [removed: 6/5/2014] [added: 3/29/2018] | | | [added: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |]

| [removed: 10.7.3#] [added: 10.5.8#] | | | | | | [removed: [Form] [added: [Amended and restated form] of [removed: Deferral Feature Stock Unit Agreement with Stock Unit Election Form for use with] [added: stock unit agreement under] the [removed: Amended and Restated] 1995 Stock Option [removed: Plan](http://www.sec.gov/Archives/edgar/data/1058057/000105805718000009/mrvl-2032018x10kexhibit103.htm)] [added: Plan as amended June 2021](http://www.sec.gov/Archives/edgar/data/1835632/000183563221000022/mrvl-7312021exhibit1021.htm)] | | | | | | [removed: 10-K] [added: 10-Q] | | | | | | [removed: 000-30877] [added: 001-40357] | | | | | | [removed: 10.3.11] [added: 10.21] | | | | | | [removed: 3/29/2018] [added: 8/27/2021] | | | [added: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |]

| [removed: 10.7.6#] [added: 10.6.1#] | | | | | | [Amended and restated form of [removed: stock unit] [added: subscription] agreement under the [removed: 1995 Stock Option Plan] [added: 2000 ESPP] as amended June [removed: 2021](http://www.sec.gov/Archives/edgar/data/1835632/000183563221000022/mrvl-7312021exhibit1021.htm)] [added: 2021](http://www.sec.gov/Archives/edgar/data/1835632/000183563221000022/mrvl-7312021exhibit1022.htm)] | | | | | | 10-Q | | | | | | 001-40357 | | | | | | [removed: 10.21] [added: 10.22] | | | | | | 8/27/2021 | | | [added: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |]

| [removed: 10.7.7#] [added: 10.5.3#] | | | | | | [Form of Relative TSR RSU Grant Notice as amended March 2022](http://www.sec.gov/Archives/edgar/data/1835632/000183563222000028/mrvl-4302022exhibit1077.htm) | | | | | | 10-Q | | | | | | 001-40357 | | | | | | 10.7.7 | | | | | | 5/27/2022 | | | [added: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |]

| [removed: 10.7.8#] [added: 10.5.4#] | | | | | | [Form of Relative TSR and EPS RSU Grant Notice](http://www.sec.gov/Archives/edgar/data/1835632/000183563222000028/mrvl-4302022exhibit1078.htm) | | | | | | 10-Q | | | | | | 001-40357 | | | | | | 10.7.8 | | | | | | 5/27/2022 | | | [added: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |]

| [removed: 10.7.9#] [added: 10.5.5#] | | | | | | [Form of Relative TSR and EPS RSU Grant Notice December [removed: 2022](https://www.sec.gov/Archives/edgar/data/1835632/000183563223000013/mrvl-01282023exhibit1079.htm)] [added: 2022](http://www.sec.gov/Archives/edgar/data/1835632/000183563223000013/mrvl-01282023exhibit1079.htm)] | | | | | | [added: 10-K] | | | | | | [added: 001-40357] | | | | | | [added: 10.7.9] | | | | | | [removed: Filed Herewith] [added: 3/9/2023] | | | [added: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |]

| [removed: 10.8.1#] [added: 10.6#] | | | | | | [removed: [Marvell Technology](https://www.sec.gov/Archives/edgar/data/1835632/000183563223000013/mrvl-01282023exhibit1081.htm) [Inc.](https://www.sec.gov/Archives/edgar/data/1835632/000183563223000013/mrvl-01282023exhibit1081.htm) [2000] [added: [Amended and Restated Marvell Technology, Inc. 2000] Employee Stock [removed: Purchase](https://www.sec.gov/Archives/edgar/data/1835632/000183563223000013/mrvl-01282023exhibit1081.htm) [Plan] [added: Purchase Plan] (as approved by [removed: shareholders](https://www.sec.gov/Archives/edgar/data/1835632/000183563223000013/mrvl-01282023exhibit1081.htm) [as](https://www.sec.gov/Archives/edgar/data/1835632/000183563223000013/mrvl-01282023exhibit1081.htm) [of] [added: stockholders on] June 23, [removed: 2022)](https://www.sec.gov/Archives/edgar/data/1835632/000183563223000013/mrvl-01282023exhibit1081.htm)] [added: 2022)](http://www.sec.gov/Archives/edgar/data/1835632/000183563223000013/mrvl-01282023exhibit1081.htm)] | | | | | | [added: 10-K] | | | | | | [added: 001-40357] | | | | | | [added: 10.8.1] | | | | | | [removed: Filed Herewith] [added: 3/9/2023] | | | [added: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |]

| [removed: 10.9#] [added: 10.7#] | | | | | | [Offer Letter between the Marvell and Matthew J. Murphy and form of Severance Agreement attached thereto as Appendix B](http://www.sec.gov/Archives/edgar/data/1058057/000119312516626575/d215915dex101.htm) | | | | | | 8-K | | | | | | 000-30877 | | | | | | 10.1 | | | | | | 6/20/2016 | | | [added: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |]

| [removed: 10.9.1#] [added: 10.7.1#] | | | | | | [Severance Agreement with Matt Murphy as [removed: amended](https://www.sec.gov/Archives/edgar/data/1835632/000183563223000013/mrvl-01282023exhibit1091.htm) [2022](https://www.sec.gov/Archives/edgar/data/1835632/000183563223000013/mrvl-01282023exhibit1091.htm)] [added: amended March 2023](http://www.sec.gov/Archives/edgar/data/1835632/000183563223000029/mrvl-04292023exhibit1091.htm)] | | | | | | [added: 10-Q] | | | | | | [added: 001-40357] | | | | | | [added: 10.9.1] | | | | | | [removed: Filed Herewith] [added: 5/26/2023] | | | [added: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |]

| [removed: 10.10#] [added: 10.8#] | | | | | | [Cavium, Inc. 2016 Equity Incentive Plan (including forms of grant notice and agreements)](http://www.sec.gov/Archives/edgar/data/0001058057/000105805719000032/q32010q11022019exhibit101.htm) | | | | | | 10-Q | | | | | | 000-30877 | | | | | | 10.1 | | | | | | 12/4/2019 | | | [added: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |]