Item 15. Exhibits and Financial Statement Schedules Copy as markdown (a)The following documents are filed as part of this Annual Report on Form 10-K:
1.Financial Statements:
See the “Index to Consolidated Financial Statements” on page 58 of this Annual Report on Form 10-K.
2.Financial Statement Schedules:
See “Schedule II — Valuation and Qualifying Accounts” on page 111 of this Annual Report on Form 10-K:
All other schedules not listed above have been omitted because they are not applicable or required, or the information required to be set forth therein is included in the Consolidated Financial Statements or Notes thereto.
3.Exhibits.
Exhibit No. Description Form File Number Incorporated by Reference from Exhibit Number Filed with SEC 2.1** Agreement and Plan of Merger and Reorganization, dated as of October 29, 2020, by and among Marvell Technology Group Ltd., Inphi Corporation, Maui HoldCo, Inc., Maui Acquisition Company Ltd and Indigo Acquisition Corp. 8-K 000-30877 2.1 10/30/2020 2.2 Agreement and Plan of Merger by and among the Company, Kauai Acquisition Corp., and Cavium, Inc. dated as of November 19, 2017 8-K 000-30877 2.1 11/20/2017 2.3 Asset Purchase Agreement between Marvell and NXP dated May 29, 2019 10-Q 000-30877 2.1 9/4/2019 3.1 Second Amended and Restated Certificate of Incorporation of Marvell Technology, Inc. 8-K 001-40357 3.1 3/15/2023 3.2 Amended and Restated Bylaws of Marvell Technology, Inc. 8-K 001-40357 3.2 4/20/2021 4.1 Base Indenture, dated as of April 12, 2021, between Marvell Technology, Inc. and U.S. Bank National Association, as trustee 8-K 000-30877 4.1 4/12/2021 4.2 First Supplemental Indenture, dated as of April 12, 2021, by and among Marvell Technology, Inc., Marvell Technology Group Ltd. and U.S. Bank National Association, as trustee 8-K 000-30877 4.2 4/12/2021 4.3 Form of $500,000,000 1.650% Senior Notes due 2026 (included as Exhibit A to Exhibit 4.2) 8-K 000-30877 4.3 4/12/2021 4.5 Form of $750,000,000 2.450% Senior Notes due 2028 (included as Exhibit B to Exhibit 4.2) 8-K 000-30877 4.4 4/12/2021 4.6 Form of $750,000,000 2.950% Senior Notes due 2031 (included as Exhibit C to Exhibit 4.2) 8-K 000-30877 4.5 4/12/2021 4.7 Second Supplemental Indenture, dated as of May 4, 2021, between Marvell Technology, Inc. and U.S. Bank National Association, as trustee 8-K 001-40357 4.2 5/4/2021
4.8 Form of $433,817,000 4.200% Senior Notes due 2023 (included as Exhibit A to Exhibit 4.2) 8-K 001-40357 4.3 5/4/2021 4.9 Form of $479,394,000 4.875% Senior Notes due 2028 (included as Exhibit B to Exhibit 4.2) 8-K 001-40357 4.4 5/4/2021 4.10 Third Supplemental Indenture, dated as of September 18, 2023, between Marvell Technology, Inc. and U.S. Bank Trust Company, National Association (successor in interest to U.S. Bank National Association), as trustee 8-K 001-40357 4.1 9/18/2023 4.11 Form of Global Note for the 5.750% Senior Notes due 2029 (included as Exhibit A to Exhibit 4.1) 8-K 001-40357 4.2 9/18/2023 4.12 Form of Global Note for the 5.950% Senior Notes due 2033 (included as Exhibit B to Exhibit 4.1) 8-K 001-40357 4.3 9/18/2023 4.13 Base Indenture, dated as of June 22, 2018, by and between Marvell Technology Group Ltd. and U.S. Bank Trust Company, National Association (as successor to U.S. Bank National Association), as trustee. 8-K 000-30877 4.1 6/22/2018 4.14 First Supplemental Indenture, dated as of June 22, 2018, by and between Marvell Technology Group Ltd. and U.S. Bank Trust Company, National Association (as successor to U.S. Bank National Association), as trustee 8-K 000-30877 4.2 6/22/2018 4.15 Second Supplemental Indenture, dated as of April 15, 2021, by and between Marvell Technology Group Ltd. and U.S. Bank National Association 8-K 000-30877 4.1 4/19/2021 4.16 The description of the Registrant’s Common Stock, par value $0.002 per share, contained in the Registrant’s Registration Statement on Form S-4 initially filed with the Commission on December 22, 2020, as amended 10-K 001-40357 4.12 3/9/2023 10.1 Form of Indemnification Agreement 8-K 001-40357 10.1 4/20/2021 10.2** 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 8-K 000-30877 10.1 12/8/2020 10.3.1 First Amendment to Credit Agreement, dated as of April 14, 2023, between Marvell Technology, Inc., the lenders party hereto and JPMorgan Chase Bank, N.A., as the Administrative Agent 8-K 001-40357 10.2 4/17/2023 10.3.2 Second Amendment To Credit Agreement dated as of October 23, 2023, between, among others, Marvell Technology, Inc., a Delaware corporation, the Lenders party hereto and JPMorgan Chase Bank, N.A., as the Administrative Agent under the Credit Agreement. 10-Q 001-40357 10.3.2 12/1/2023
10.4.1** Amended and Restated Revolving Credit Agreement dated as of April 14, 2023, among Marvell Technology, Inc.., a Delaware corporation, the Lenders party hereto and Bank of America, N.A., as the Administrative Agent. 8-K 001-40357 10.1 4/17/2023 10.4.2 First Amendment To Credit Agreement dated as of October 23, 2023, is made between, among others, Marvell Technology, Inc., a Delaware corporation (The “Borrower”), the lenders party hereto and Bank of America, N.A., as the Administrative Agent Under The Credit Agreement 10-Q 001-40357 10.4.2 12/1/2023 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) S-8 333-255384 4.1 4/20/2021 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) 8-K 000-30877 10.2 9/26/2013 10.5.2# Form of Deferral Feature Stock Unit Agreement with Stock Unit Election Form for use with the Amended and Restated 1995 Stock Option Plan 10-K 000-30877 10.3.11 3/29/2018 10.5.3# Form of Relative TSR RSU Grant Notice as amended March 2022 10-Q 001-40357 10.7.7 5/27/2022 10.5.4# Form of Relative TSR and EPS RSU Grant Notice 10-Q 001-40357 10.7.8 5/27/2022 10.5.5# Form of Relative TSR and EPS RSU Grant Notice December 2022 10-K 001-40357 10.7.9 3/9/2023 10.5.6# Form of Relative TSR and EPS RSU Grant Notice April 2023 10-Q 001-40357 10.7.10 5/26/2023 10.5.7# ** Special Equity Grant Agreement as approved March 2023 10-Q 001-40357 10.7.11 5/26/2023 10.5.8# Amended and restated form of stock unit agreement under the 1995 Stock Option Plan as amended June 2021 10-Q 001-40357 10.21 8/27/2021 10.6# Amended and Restated Marvell Technology, Inc. 2000 Employee Stock Purchase Plan (as approved by stockholders on June 23, 2022) 10-K 001-40357 10.8.1 3/9/2023 10.6.1# Amended and restated form of subscription agreement under the 2000 ESPP as amended June 2021 10-Q 001-40357 10.22 8/27/2021 10.7# Offer Letter between the Marvell and Matthew J. Murphy and form of Severance Agreement attached thereto as Appendix B 8-K 000-30877 10.1 6/20/2016 10.7.1# Severance Agreement with Matt Murphy as amended March 2023 10-Q 001-40357 10.9.1 5/26/2023
10.8# Cavium, Inc. 2016 Equity Incentive Plan (including forms of grant notice and agreements) 10-Q 000-30877 10.1 12/4/2019 10.9# Aquantia Corp. 2015 Equity Incentive Plan (including forms of grant notice and agreements) 10-Q 000-30877 10.5 12/4/2019 10.10# Aquantia Corp. 2004 Equity Incentive Plan (including forms of grant notice and agreements) 10-Q 000-30877 10.4 12/4/2019 10.11# Inphi Corporation Amended and Restated 2010 Stock Incentive Plan, as amended and restated on April 14, 2020 S-8 333-255384 4.10 4/20/2021 10.12# Offer letter with Loi Nguyen 10-Q 001-40357 10.17 6/9/2021 10.13# Offer letter with Chris Koopmans 10-Q 000-30877 10.4 9/8/2016 10.14# Fiscal 2024 Named Executive Officer Compensation 10-Q 001-40357 10.19 5/26/2023 10.15# Marvell Technology Inc. Change in Control Severance Plan and Summary Plan Description as amended and restated June 2023 10-Q 001-40357 10.21 8/25/2023 10.16 Warrant to Purchase Common Shares of Marvell dated June 5, 2019 8-K 000-30877 99.1 6/5/2019 10.17# Offer Letter between Marvell and Mitchell Gaynor 10-Q 000-30877 10.3 9/8/2016 10.18# Severance Agreement between the Company and Mitchell Gaynor 10-K 000-30877 10.23 3/28/2017 10.19# Promotion to CFO Letter for Willem Meintjes 10-K 001-40357 10.29 3/9/2023 10.20# Offer Letter between Marvell and Raghib Hussain 10-Q 000-30877 10.3 9/12/2018 10.21# Offer Letter for Dean Jarnac and promotion summary of terms 10-Q 000-30877 10.9 12/4/2019 10.22# Innovium, Inc. Amended 2015 Stock Option and Grant Plan (including forms of grant notice and agreements) S-8 333-260060 4.1 10/5/2021 10.23# O ffer Letter for th e Chief Legal Officer Filed herewith 10.24 Underwriting Agreement, dated September 11, 2023, among Marvell Technology, Inc. and J.P. Morgan Securities LLC, BofA Securities, Inc. and Wells Fargo Securities, LLC, as representatives of the several underwriters named therein 8-K 001-40357 1.1 9/18/2023 21.1 Subsidiaries of Registrant Filed herewith 23.1 Consent of Independent Registered Public Accounting Firm - Deloitte & Touche LL PFiled herewith 24.1 Power of Attorney (contained in the signature page to this Annual Report) Filed herewith
Management contracts or compensation plans or arrangements in which directors or executive officers are eligible to participate.
In accordance with Item 601(b)(32)(ii) of Regulation S-K and SEC Release No. 33-8238 and 34-47986, Final Rule: Management’s Reports on Internal Control Over Financial Reporting and Certification of Disclosure in Exchange Act Periodic Reports, the certifications furnished in Exhibits 32.1 and 32.2 hereto are deemed to accompany this Annual Report Form 10-K and will not be deemed “filed” for purposes of Section 18 of the Exchange Act. Such certifications will not be deemed to be incorporated by reference into any filings under the Securities Act or the Exchange Act, except to the extent that the registrant specifically incorporates it by reference.
** Pursuant to Item 601(a)(5) of Regulation S-K, certain schedules and similar attachments have been omitted. The registrant hereby agrees to furnish a copy of any omitted schedule or similar attachment to the SEC upon request
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