Marvell Technology (MRVL) 10-K risk factor changes: FY2025 vs FY2024

- risks related to [added: tariffs and trade restrictions with China, Russia and other foreign nations including risks related to] the ability of our customers, particularly in jurisdictions such as China that may be subject to trade restrictions (including the need to obtain export licenses) to develop their own [removed: solutions] [added: solutions, vertically integrate which may reduce the need for our products,] or acquire fully developed solutions from [removed: third-parties;][added: third parties;]

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

- risks related to [added: the specific conditions in the end markets we address, including] seasonality [removed: or] [added: and] volatility [removed: related to sales into] [added: in] the [removed: infrastructure, semiconductor and related industries] [added: technology sector] and [removed: end markets;][added: semiconductor industry;]

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

Thus, if general macroeconomic conditions, or conditions in the semiconductor industry, or conditions in our customer end markets [removed: continue to] deteriorate or experience a sustained period of weakness or slower growth, our business and financial results could be materially and adversely affected.

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

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

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

Even if the [removed: 5G,] [added: AI,] Cloud and [removed: AI] [added: 5G] markets [removed: develop] [added: evolve] in the manner or in the time periods we anticipate, if we do not have timely, competitively priced, market-accepted products available to meet our customers’ [removed: planned roll-out of 5G wireless communication systems, Cloud systems, or products for the AI market,] [added: need in these markets,] we may miss a significant opportunity and our business, financial condition, results of operations and cash flows could be materially and adversely affected.

In addition, as a result of the fact that the markets for [removed: 5G, Cloud,] [added: AI, Cloud] and [removed: AI] [added: 5G] are still [removed: emerging,] [added: evolving,] 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 political, regulatory and economic policies of governments in connection with trade with China and Chinese customers have reduced the demand for our products and damaged our business”* for additional risks related to export restrictions that may impact certain customers in the [removed: 5G,] [added: AI,] Cloud and [removed: AI] [added: 5G] markets.

We receive a significant amount of our revenue from a limited number of [added: customers which are comprised of both distributors and direct] customers.

In addition, net revenue from our ten (10) largest customers, [removed: including this distributor,] [added: inclusive of our distributor and direct customers,] represented [removed: 72%] [added: 81%] of our [added: total] net revenue for the fiscal year ended February [removed: 3, 2024.][added: 1, 2025.]

Sales to our largest customers have fluctuated significantly from period to period and year to year and will likely continue to fluctuate in the future, primarily due to the timing and number of design wins with [removed: each customer,] [added: customers,] the continued diversification of our customer base as we expand into new markets, adverse changes in the political and economic policies of the U.S. or other governments (such as changes in export policies), and natural disasters or other issues.

- customers, particularly in jurisdictions such as China that may be subject to trade restrictions or tariffs, may develop their own [removed: solutions] [added: solutions, vertically integrate which may reduce the need for our products,] or acquire fully developed solutions from third-parties; or

In addition, there has been a trend toward customer consolidation in the semiconductor industry through business combinations, including mergers, asset acquisitions and strategic partnerships (for example, [removed: Western Digital acquired SanDisk in 2017, Toshiba Corporation sold control of a portion of its semiconductor business in 2018, and] Cisco acquired Acacia Communications in 2021).

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 [added: and making] their own semiconductor solutions [removed: with the use of generally available intellectual property licensed from third-parties] which could result in a loss of business for Marvell.

Due to their inability to predict demand or [added: for] other reasons, during the last few years some of our customers have accumulated excess inventories and, as a consequence, they either have deferred or they may defer future purchases of our products.

In addition, the market share of our customers could be adversely impacted on a long-term basis due to any [removed: continued] [added: protracted] supply chain disruption, which could negatively affect our results of operations.

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

[removed: Our] [added: In addition,] efforts to introduce new products into markets with entrenched competitors will expose us to additional competitive pressures.

For example, we are facing, and expect we will continue to face, significant competition in the infrastructure, [removed: networking] [added: cloud] and [removed: SSD storage] [added: data center and networking] markets.

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

While prices of our products have increased [removed: recently] [added: at times] due to inflation and additional costs resulting from securing an increase in supply, the prices of our products have historically decreased.

Therefore, over time, we may not be able to maintain or improve our gross [removed: margins.][added: margin.]

To attract new customers or retain existing customers, we may offer certain price concessions to certain customers, which could cause our average selling prices and gross [removed: margins] [added: margin] to decline.

Moreover, because of the wide price differences across the markets we serve, the mix and types of performance capabilities of our products sold may affect the average selling prices of our products and have a substantial impact on our revenue and [removed: gross] margin.

We may enter new markets in which a significant amount of competition exists, and this may require us to sell our products with lower gross [removed: margins] [added: margin] than we earn in our established businesses.

If we are successful in growing revenue in these markets, our overall [removed: gross] margin may decline.

Additionally, because we do not operate our own manufacturing, assembly, testing or packaging facilities, we are not able to reduce our costs as rapidly as companies that operate their own facilities and our costs may even increase, which could also reduce our gross [removed: margins.][added: margin.]

Our [removed: gross] margin could also be impacted for example by the following factors: increased costs (including increased costs caused by tariffs, inflation, higher interest rates, or supply chain constraints); loss of cost savings if parts ordering does not correctly anticipate product demand or if the financial health of either our manufacturers partners or our suppliers deteriorates; excess inventory, or inventory holding and obsolescence charges.

Supplies of these components may from time to time become restricted, or general market factors and conditions such as inflation or supply chain constraints have in the past [removed: affected] [added: affected, currently affect] and may in the future affect pricing of such commodities.

Any increase in the price of components used in our products will adversely affect our [removed: gross margins.][added: margin.]

As a result, we have had to, and expect in the future to continue to need to, appropriately scale our business, internal systems and [removed: organization,] [added: organization] and to continue to improve our operational, financial and management controls, reporting systems and procedures, to serve our growing customer base.

This strategy, and our willingness to use cash to pay for such transactions, may be adversely impacted by [added: high or] increasing interest rates.

These circumstances could delay the achievement of our strategic objectives or cause us to incur additional expense, or we may sell a business [added: or other assets] at a price or on terms that are less favorable than we had anticipated, resulting in a loss on the transaction.

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.

In addition, [removed: substantially all] [added: most] of our third-party assembly, testing and packaging facilities are located in China, Malaysia, Singapore, Taiwan and Canada.

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

Although there is a movement in the U.S. to build more foundries locally and the U.S. government is providing funds or other incentives for certain companies to do so, we do not expect that such foundries will be available to us to produce [added: certain types of] advanced technologies any time soon, if ever.

- risks related to our dependence on a few customers for a significant portion of our revenue, particularly as our major customers comprise an increasing percentage of our revenue, as well as risks related to a significant portion of our sales being concentrated in the data center end market, and risks related to the gain or loss of design wins with our key customers;

- risks related to changes in general macroeconomic conditions such as economic slowdowns, inflation, stagflation, high or rising interest rates, financial institution instability, and recessions;

In addition, these markets may not develop as anticipated if AI training and inference costs drop dramatically due to customer adoption of less expensive alternative technologies.

For example, during fiscal 2025, there were two customers (one distributor and one direct customer) whose revenues represented 10% or more of total net revenue.

For example, some of our large customers depend on rapid and continuous innovation and will select partners who can help them deliver innovation at their pace and if we are unable to deliver on these timelines we may miss significant business opportunities.

See also, “Note 2 – Significant Accounting Policies - Concentration of Credit Risk and Significant Customers” of our Notes to Consolidated Financial Statements set forth in Part II, Item 8 of this Annual Report on Form 10-K for information on our significant customers for the current reporting period.

In addition, our sales have recently been, and in the future may continue to be, concentrated in our data center end market.

Sales into this end market have fluctuated significantly from period to period and year to year and will likely continue to fluctuate in the future.

Customers in this end market may decide in the future not to purchase our products at all, purchase fewer products than they did in the past, or alter their purchasing patterns in some other way.

A significant reduction in sales to this end market would greatly reduce our revenues and harm our financial condition and results of operations.

Please see “Note 3 – Revenue” of our Notes to Consolidated Financial Statements set forth in Part II, Item 8 of this Annual Report on Form 10-K for a more detailed description of sales into our data center end market.

In addition, China has responded, seemingly in retaliation to a 10% tariff on imported goods, by announcing antitrust probes against certain U.S. technology companies.

While we are not currently the subject of such an antitrust probe, there can be no assurance that such a probe will not be initiated in the future, which may result in substantial costs and may divert our attention and resources.

In January 2025, the AI Diffusion Rule and the Foundry Due Diligence Rule were issued.

While we do not expect these January 2025 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.

For example, on May 14, 2024, the Biden administration announced new tariffs on certain goods to encourage China to eliminate unfair trade practices regarding technology transfer, intellectual property, and innovation.

The Biden administration directed increases in tariffs on a significant amount of imports from China across certain strategic sectors including semiconductors.

As a result, the tariff rate on certain types of semiconductors increased from 25% to 50% in 2024.

In addition, the Trump administration has recently announced new tariffs on imports from Canada, China and Mexico.

For example, the U.S. Federal Trade Commission recently announced new HSR rules that are expected to greatly expand disclosure requirements and require significantly more time to prepare filings.

In addition, we may be subject to losses of access to all or part our systems because of our use of third-party services or software, which losses may not always be the result of malicious activity, and we cannot guarantee that any such future outages will not materially impact the Company.

In addition, if our credit ratings are downgraded, the cost of current or future borrowings under our Credit Agreements may rise and our ability to obtain additional financing or refinance our existing debt may be negatively affected.

Many countries have implemented legislation and other guidance to align their international rules with the OECD’s legal framework, including enacting a minimum tax rate of at least 15% as part of the OECD’s “Pillar Two” initiative.

On October 15, 2024, Singapore enacted legislation implementing aspects of Pillar Two, including a 15% minimum top up tax for periods beginning on or after January 1, 2025.

We expect this legislation to result in an increase to our effective tax rate, and the impact could be significant to our financial results, earnings, and cash flows.

On July 29, 2024, the Israeli Ministry of Finance announced that it intends to implement Qualified Domestic Minimum Top-up Tax (“QDMTT”) in Israel, which will be effective for our fiscal year 2027.

No legislation in Israel has been enacted at this time regarding Pillar Two.

The tax benefits associated with these reduced income tax rates are recorded through our income tax provision for the periods in which such incentive tax rates are effective.

For example, a restructuring plan was initiated during the third quarter of fiscal 2025 to increase research and development investment in the data center end market and reduce the investment in new product development in other end markets including the cancellation of certain future product releases.

As a result, we were required to assess the recoverability of related long-lived assets.

On completion of the assessment, the Company determined the carrying values of certain long-lived assets were not recoverable.

We utilized a discounted cash flow method of valuation to determine the fair value of the associated assets and liabilities compared to their carrying values, which resulted in recognition of asset impairment charges for acquired intangible assets, purchased technology licenses, and property and equipment.

We recognized $711.8 million of restructuring related charges during fiscal 2025.

We are, and expect to continue to be, subject to various proposed, new, and evolving sustainability laws and requirements including both voluntary and mandatory disclosure requirements that may impact how we and our business partners, suppliers and customers conduct business.

If our sustainability practices are deemed to be in contradiction of such “anti-ESG” policies we could be subjected to government investigations or lawsuits that could negatively impact the Company and affect the price of our common stock.

In addition, social activists have recently been successful in pressuring certain public companies to eliminate or cut back on their diversity, equity and inclusion initiatives and their sustainability initiatives.

To the extent we are subject to such activism, it may require us to incur costs or may otherwise adversely impact our business.

These regulations and requirements include supply chain restrictions that may prohibit the sourcing of materials, supplies, or services from foreign entities including those located in or organized in China.

We previously adopted a hybrid work policy for our employees, but more recently adopted a policy requiring employees to return to working full time in the office as of June 2, 2025.

See “Note 10 – Stockholders’ Equity” in the Notes to Consolidated Financial Statements for further information.

- risks related to changes in general macroeconomic conditions such as economic slowdowns, inflation, stagflation, rising interest rates, 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 our dependence on a few customers for a significant portion of our revenue including risks related to severe financial hardship or bankruptcy or other attrition of one or more of our major customers, particularly as our major customers comprise an increasing percentage of our revenue;

- risks related to gain or loss of a design win or key customer;

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

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

Our indebtedness and these negative covenants will also have the effect, among other things, of limiting our ability to obtain additional financing, if needed, limiting our flexibility in the conduct of our business and making us more vulnerable to economic downturns and adverse competitive and industry conditions.

In addition, a breach of the negative covenants could result in an event of default with respect to the indebtedness, which, if not cured or waived, could result in the indebtedness becoming immediately due and payable and could have a material adverse effect on our business, financial condition or operating results.

Our technology is transitioning from planar to FINFET transistors.

This transition may result in longer qualification cycles and lower yields.

See also, *“Research and Development”* under Item 7 of Part II, “Management’s Discussion and Analysis of Financial Condition and Results of Operations.”

Adverse changes to our debt ratings could negatively affect our ability to raise additional capital.

We receive debt ratings from the major credit rating agencies in the United States.

Factors that may impact our credit ratings include debt levels, planned asset purchases or sales and near-term and long-term production growth opportunities.

Liquidity, asset quality, cost structure, reserve mix and commodity pricing levels could also be considered by the rating agencies.

The applicable margins with respect to the loans incurred under the Credit Agreements will vary based on the applicable public ratings assigned to the indebtedness by Moody's Investors Service, Inc., Standard & Poor's Financial Services LLC, Fitch’s and any successor to each such rating agency business.

A ratings downgrade could adversely impact our ability to access debt markets in the future and increase the cost of current or future debt and may adversely affect our share price.

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

In 2021, the OECD announced that more than 140 member jurisdictions (including the United States, Singapore, and Bermuda) have politically committed to potential changes to the international corporate tax system, including enacting a minimum tax rate of at least 15% as part of the OECD’s “Pillar Two” initiative.

Such proposed changes have not generally been enacted into law in most of the primary jurisdictions in which we operate.

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.

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 the quarter ended April 30, 2022, the Singapore Economic Development Board agreed to extend our Development and Expansion Incentive by five years until June 30, 2029.

In addition, Marvell Israel (M.I.S.L) Ltd., is entitled to certain tax benefits under the Israeli Encouragement of Investments Law (“Encouragement Law”) Special Technology Enterprise Regime, which includes reduced corporate income tax rates, subject to various operating requirements and other conditions.

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.

In addition, we license technology from Arm Limited that is included in a majority of our products and would be adversely impacted if the pricing for, or availability of, the relevant technology is changed in an adverse manner.

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.

We have adopted a hybrid work policy for our employees, where employees have the option to split their time between home and the office.

However, certain types of activities such as new product innovation, critical business decision making, brainstorming sessions, providing sensitive employee feedback, and onboarding new employees may be less effective in a hybrid work environment.

Our hybrid work environment may also negatively impact social interactions between employees that build camaraderie and may, therefore, negatively impact our office culture.

In May 2012, we declared our first quarterly cash dividend and in October 2018, we announced that our Board of Directors had authorized a $700.0 million addition to our previously existing $1.0 billion stock repurchase program.

An aggregate of $1.4 billion of shares of stock have been repurchased under that program as of February 3, 2024.

We are a fabless [removed: semiconductor] supplier of high-performance [removed: standard and semi-custom] [added: semiconductor] products with core strengths in developing and scaling complex System-on-a-Chip architectures, integrating analog, mixed-signal and digital signal processing functionality.

Fiscal [removed: 2023] [added: 2025] and fiscal [removed: 2022] [added: 2023] each had a 52-week period.

Net revenue in fiscal [removed: 2024] [added: 2025] was [removed: $5.5] [added: $5.8] billion and was [removed: 7.0% lower] [added: 5% higher] than net revenue of [removed: $5.9] [added: $5.5] billion in fiscal [removed: 2023.][added: 2024.]

[removed: Sales decreased] [added: The increase was partially offset by decreases in sales] from the [removed: data center] [added: carrier infrastructure] end market by [removed: 8%,] [added: 68%,] from the enterprise networking end market by [removed: 10%,] [added: 49%,] from the consumer end market by [removed: 11%,] [added: 49%] and from the [removed: carrier infrastructure] [added: automotive/industrial] end market by [removed: 3%.][added: 17%.]

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

See “Note [removed: 6] [added: 8] – Commitments and Contingencies” in the Notes to Consolidated Financial Statements for additional information.

See “Note [removed: 10 -] [added: 4 –] Restructuring” in the Notes to Consolidated Financial Statements for further information.

During the year ended February [removed: 3, 2024,] [added: 1, 2025,] we repurchased [removed: 2.5 million shares of our common stock for $150.0 million, including 0.8] [added: 9.0] million shares of our common stock [removed: repurchased] for [removed: $50.0 million pursuant to a 10b5-1 trading plan.][added: $725.0 million.]

As of February [removed: 3, 2024, $299.5 million] [added: 1, 2025, $2.6 billion] remained available for future stock repurchases.

[removed: Subsequent to fiscal year end, in] [added: On] March [added: 7,] 2024, [added: we announced that] our Board of Directors [removed: increased the repurchase program mentioned above and] authorized [removed: an additional] [added: a] $3.0 billion [added: addition] to [removed: that] [added: the balance of our existing stock] repurchase program.

See “Note [removed: 11] [added: 10] – Stockholders’ Equity” in the Notes to Consolidated Financial Statements for further information.

We returned [removed: $356.8] [added: $932.5] million to stockholders in fiscal [removed: 2024] [added: 2025] through [removed: $150.0] [added: $725.0] million in repurchases of shares of [added: our] common stock and [removed: $206.8] [added: $207.5] million in cash dividends.

*Cash and Short-Term Investments.* Our cash and cash equivalents were [removed: $950.8] [added: $948.3] million at February [removed: 3, 2024,] [added: 1, 2025,] which were [removed: $39.8] [added: $2.5] million [removed: higher] [added: lower] than our balance at [removed: January 28, 2023] [added: February 3, 2024] of [removed: $911.0] [added: $950.8] million.

*Sales and Customer Composition.* We regularly monitor the creditworthiness of our [removed: customers] [added: distributor] and [removed: distributors] [added: direct customers,] and believe these distributors’ sales to diverse end customers and geographies further serve to mitigate our exposure to credit risk.

Sales shipped to customers with operations in Asia represented approximately [removed: 70%] [added: 75%] of our net revenue in fiscal [removed: 2024, 75%] [added: 2025, 70%] of our net revenue in fiscal [removed: 2023] [added: 2024] and [removed: 78%] [added: 75%] of our net revenue in fiscal [removed: 2022.][added: 2023.]

The occurrence of any or a combination of the additional risks described below would significantly and negatively impact our business and results of [removed: operations.”*][added: operations.*”]

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

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

A change in the assessment of the realizability of deferred tax assets may [removed: materially impact] [added: significantly affect] our tax provision in the period in which a change of assessment occurs.

There can be no assurance that we will accurately predict the outcome of audits, and the amounts ultimately paid on resolution of audits could be [removed: materially] [added: significantly] different than the amounts previously included in our income tax expense and therefore, could have a [removed: material impact] [added: significant effect] on our tax provision, results of operations, and cash flows.

Consequently, taxing authorities may impose tax assessments or judgments against us that could [removed: materially impact] [added: significantly affect] our tax liability and/or our effective income tax rate.

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

Changes to these estimates or judgments may have a [removed: material] [added: significant] effect on our income tax provision in a future period.

As of the last day of the fourth quarter of fiscal [removed: 2024,] [added: 2025,] we performed our annual impairment assessment for testing goodwill.

Years Ended February [removed: 3, 2024] [added: 1, 2025] and [removed: January 28, 2023][added: February 3, 2024]

| | | | February [removed: 3, 2024] [added: 1, 2025] | | | | | | [removed: January 28, 2023] [added: February 3, 2024] | | | | | | | | |

| Cost of goods sold | | | [removed: 58.4] [added: 58.7] | | | | | | [removed: 49.5] [added: 58.4] | | | | | | | | |

| Gross profit | | | [removed: 41.6] [added: 41.3] | | | | | | [removed: 50.5] [added: 41.6] | | | | | | | | |

| Research and development | | | [removed: 34.4] [added: 33.9] | | | | | | [removed: 30.1] [added: 34.4] | | | | | | | | |

| Selling, general and administrative | | | [removed: 15.1] [added: 13.8] | | | | | | [removed: 14.3] [added: 15.1] | | | | | | | | |

| Restructuring related charges | | | [removed: 2.4] [added: 6.1] | | | | | | [removed: 0.4] [added: 2.4] | | | | | | | | |

| Total operating expenses | | | [removed: 51.9] [added: 53.8] | | | | | | [removed: 46.5] [added: 51.9] | | | | | | | | |

| Operating [removed: income (loss)] [added: loss] | | | [removed: (10.3)] [added: (12.5)] | | | | | | [removed: 4.0] [added: (10.3)] | | | | | | | | |

| [removed: Income (loss)] [added: Loss] before income taxes | | | [removed: (13.7)] [added: (15.5)] | | | | | | [removed: 1.4] [added: (13.7)] | | | | | | | | |

| Provision [added: (benefit)] for income taxes | | | [removed: 3.2] [added: (0.2)] | | | | | | [removed: 4.2] [added: 3.2] | | | | | | | | |

| Net loss | | | [removed: (16.9)] [added: (15.3)] | | % | | | | [removed: (2.8)] [added: (16.9)] | | % | | | | | | |

| | | | February [removed: 3, 2024] [added: 1, 2025] | | | | | | [removed: January 28, 2023] [added: February 3, 2024] | | | | | | % Change in [removed: 2024] [added: fiscal 2025] | | |

| Net revenue | | | $ | [removed: 5,507.7] [added: 5,767.3] | | | | | $ | [removed: 5,919.6] [added: 5,507.7] | | | | | [removed: (7.0)] [added: 4.7] | | % |

Our net revenue for fiscal [removed: 2024 decreased] [added: 2025 increased] by [removed: $411.9] [added: $259.6] million compared to net revenue for fiscal [removed: 2023.][added: 2024.]

| | | | February [removed: 3, 2024] [added: 1, 2025] | | | | | | [removed: January 28, 2023] [added: February 3, 2024] | | | | | | % Change in [removed: 2024] [added: fiscal 2025] | | |

This was due to an 88% increase in sales from the data center end market compared to fiscal 2024.

We have seen strong revenue growth from our data center end market, driven by robust demand for our interconnect and custom compute products from AI applications.

In addition, following a period of inventory correction, we have started to see demand stabilize in our enterprise networking and carrier infrastructure end markets.

*Government Incentives and Grants.* We continue to benefit from lower income tax rates in certain jurisdictions through statutory elections or agreements with governmental agencies, which may include a commitment to maintain, or increase, headcount and business investment levels in those jurisdictions.

The tax benefits associated with these reduced income tax rates are recorded through our income tax provision for the periods in which such incentive tax rates are effective.

However, changes in international taxation, notably the enactment by numerous countries of minimum tax legislation modeled after the Organization for Economic Cooperation and Development’s Pillar Two tax framework, could significantly reduce the income tax benefit associated with these tax incentives.

In addition, certain jurisdictions in which we operate are pursuing alternative incentive programs, which operate within the Pillar Two tax framework.

If we enter into such an incentive, it could have a significant effect on our future operating results and cash flows.

We are currently in negotiation for such incentives with a governmental agency, and if agreement is reached, the incentive could have a significant effect on our operating results beginning in fiscal 2026 and continuing for the duration of the agreed-upon incentive period.

We continuously evaluate our existing operations to increase operational efficiency, decrease costs and increase profitability.

A restructuring plan was initiated during the third quarter of fiscal 2025 to increase research and development investment in the data center end market and reduce investment in new product development in other end markets including the cancellation of certain future product releases.

We recognized $711.8 million of restructuring related charges for the year ended February 1, 2025, mainly comprised of impairment and write-off of acquired intangible assets, purchased technology licenses, inventories, property and equipment, and other non-current assets, as well as recognition of future contractual obligations, severance, other one-time termination benefits, and other costs.

Subsequent to fiscal 2025 year end through March 11, 2025, we repurchased 0.7 million shares of our common stock for $45.0 million.

| Interest and other loss, net | | | (3.0) | | | | | | (3.4) | | | | | | | | |

This was primarily due to an 88% increase in sales from the data center end market which benefited from strong AI demand.

The increase was partially offset by a decrease in sales from the carrier infrastructure end market by 68%, from the enterprise networking end market by 49%, from the consumer end market by 49%, and from the automotive/industrial end market by 17%, which have been navigating inventory corrections and soft industry demand.

Cost of goods sold as a percentage of net revenue was relatively flat for fiscal 2025 compared to fiscal 2024.

Cost of goods sold in fiscal 2025 was impacted by impairment charges of $357.9 million for acquired intangible assets, inventories, property and equipment, and other non-current assets associated with restructuring actions during fiscal 2025.

| | | | February 1, 2025 | | | | | | February 3, 2024 | | | | | | % Change in fiscal 2025 | | |

The increases were partially offset by a decrease in stock-based compensation of $15.5 million.

| | | | February 1, 2025 | | | | | | February 3, 2024 | | | | | | % Change in fiscal 2025 | | |

The decrease was primarily due to charges for an intellectual property matter during fiscal 2024, as well as $22.7 million of lower depreciation and amortization expense.

The decreases were partially offset by higher employee compensation and related costs of $9.8 million.

| | | | February 1, 2025 | | | | | | February 3, 2024 | | | | | | | | |

We recognized $353.9 million of restructuring related charges in fiscal 2025 as we continued to evaluate our existing operations to increase operational efficiency, decrease costs and increase profitability.

Restructuring charges for fiscal 2025 were mainly comprised of impairment and write-off of purchased technology licenses and property and equipment, as well as recognition of future contractual obligations, severance, other one-time termination benefits, and other costs.

*Interest and Other Loss, Net*

| | | | February 1, 2025 | | | | | | February 3, 2024 | | | | | | % Change in fiscal 2025 | | |

| Interest income and other, net | | | 15.0 | | | | | | 20.7 | | | | | | (27.5) | | % |

| Interest and other loss, net | | | $ | (174.4) | | | | | $ | (191.0) | | | | | (8.7) | | % |

Interest and other loss, net decreased by $16.6 million in fiscal 2025 compared to fiscal 2024.

The net decrease was primarily due to a decrease in interest expense and an increase in interest income.

The decrease was partially offset by higher factoring fees for the sales of receivables in fiscal 2025 as compared to fiscal 2024, as well as lower net gains recognized from equity investments.

| | | | February 1, 2025 | | | | | | February 3, 2024 | | | | | | % Change in fiscal 2025 | | |

Several countries in which we operate have enacted, or have committed to enact, legislation based on the Organization for Economic Cooperation and Development’s 15% global minimum tax regime.

The enacted legislation did not have a significant effect on our provision for income taxes for fiscal 2025.

However, Singapore has enacted legislation based on the Pillar Two tax framework, including a 15% minimum top up tax, for years beginning on or after January 1, 2025.

This legislation is effective for us in fiscal 2026 and could significantly affect our provision for income taxes beginning in fiscal 2026.

We have a revolving credit facility with a borrowing capacity of $1.0 billion and a 5-year term (“2023 Revolving Credit Facility”).

The decrease in accounts receivable was primarily due to better shipment linearity and increase in distribution reserves on stronger demand.

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

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

During the second half of fiscal 2023, in response to a softening demand environment, customers started requesting to push out shipments and reschedule orders to manage their inventory.

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.

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.

As of February 3, 2024, a total of 312.9 million shares have been repurchased since inception of our current and previous stock repurchase programs for an aggregate total of $4.5 billion in cash.

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

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

| | | | Year Ended | | | | | | | | | | | | | | |

| Legal settlement | | | — | | | | | | 1.7 | | | | | | | | |

| Interest income | | | 0.2 | | | | | | 0.1 | | | | | | | | |

| Interest expense | | | (3.8) | | | | | | (2.9) | | | | | | | | |

| Other income, net | | | 0.2 | | | | | | 0.2 | | | | | | | | |

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.

| | | | (in millions, except percentages) | | | | | | | | | | | | | | |

*Legal Settlement*

| Legal settlement | | | $ | — | | | | | $ | 100.0 | | | | | * | | |

*Not meaningful

We recorded a charge of $100.0 million in fiscal 2023 related to the settlement of a contractual dispute.

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.

*Interest Income*

| Interest income | | | $ | 8.8 | | | | | $ | 5.3 | | | | | 66.0 | | % |

| % of net revenue | | | 0.2 | | % | | | | 0.1 | | % | | | | | | |

Interest income increased by $3.5 million in fiscal 2024 compared to fiscal 2023 due to higher interest rates on our invested cash.

| Interest expense | | | $ | (211.7) | | | | | $ | (170.6) | | | | | 24.1 | | % |

| % of net revenue | | | (3.8) | | % | | | | (2.9) | | % | | | | | | |

Interest expense increased by $41.1 million in fiscal 2024 compared to fiscal 2023.

The increase was primarily due to higher interest expense associated with the 2024 and 2026 Term Loans, as well as interest expense associated with the 2029 and 2033 Senior Notes issued during the third quarter of fiscal 2024.

*Other Income, net*

| Other income, net | | | $ | 11.9 | | | | | $ | 12.4 | | | | | (4.0)% | | |

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

The income tax expense for fiscal 2023 differed from the U.S. federal statutory rate of 21% primarily due to the remeasurement of Singapore deferred taxes upon extension of our tax incentive in Singapore, tax benefits attributable to reduction in tax reserves as a result of settled income tax audits in combination with the lapsing of statute of limitations, offset by foreign income inclusions in the U.S., and a tax expense related to the recapture of Israel corporate income taxes.

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

See “Note 13 – Income Taxes” in the Notes to Consolidated Financial Statements for further information.

In December 2020, to fund the Inphi acquisition, we executed the 2024 and 2026 Term Loan Agreement to obtain the 2024 and 2026 Term Loans.

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.

See “Note [removed: 4] [added: 7] – Debt” in [removed: our] [added: the] Notes to Consolidated Financial Statements for further information.

A hypothetical increase or decrease in the interest rate by 1 percentage point [removed: may] [added: could] result in an increase or decrease in annual interest expense by approximately [removed: $6.4] [added: $5.1] million.

There were no such investments on hand at February [removed: 3, 2024,] [added: 1, 2025,] aside from cash and cash equivalents.

Additionally, we may hold certain assets and liabilities, including potential tax liabilities, in local currency on our consolidated balance [removed: sheet.][added: sheets.]

Therefore, foreign exchange gains and losses from remeasuring the tax liabilities are recorded to interest and other [removed: income,] [added: loss,] net.

We do not believe that foreign exchange volatility has a [removed: material impact] [added: significant effect] on our current business or results of operations.

To provide an assessment of the foreign currency exchange risk associated with our foreign currency exposures within operating expense, we performed a sensitivity analysis to determine the [removed: impact] [added: effect] that an adverse change in exchange rates would have on our financial statements.

If the U.S. dollar weakened by 10%, our operating [removed: expense] [added: expenses] could increase by approximately 2%.

We are a fabless [removed: semiconductor] supplier of high-performance [removed: standard and semi-custom] [added: semiconductor] products with core strengths in developing and scaling complex System-on-a-Chip architectures, integrating analog, mixed-signal and digital signal processing functionality.

| | | | February [removed: 3, 2024] [added: 1, 2025] | | | | | | % of Total | | | | | | [removed: January 28, 2023] [added: February 3, 2024] | | | | | | % of Total | | | | | | January [removed: 29, 2022] [added: 28, 2023] | | | | | | % of Total | | |

| Data center | | | $ | [removed: 2,216.7] [added: 4,164.2] | | | | | [removed: 40] [added: 72] | | % | | | | $ | [removed: 2,408.8] [added: 2,216.7] | | | | | [removed: 41] [added: 40] | | % | | | | $ | [removed: 1,784.7] [added: 2,408.8] | | | | | [removed: 40] [added: 41] | | % |

| Enterprise networking | | | [removed: 1,228.4] [added: 626.4] | | | | | | [removed: 22] [added: 11] | | % | | | | [removed: 1,369.2] [added: 1,228.4] | | | | | | [removed: 23] [added: 22] | | % | | | | [removed: 907.7] [added: 1,369.2] | | | | | | [removed: 20] [added: 23] | | % |

| Carrier infrastructure | | | [removed: 1,051.9] [added: 338.2] | | | | | | [removed: 19] [added: 6] | | % | | | | [removed: 1,084.0] [added: 1,051.9] | | | | | | [removed: 18] [added: 19] | | % | | | | [removed: 820.4] [added: 1,084.0] | | | | | | 18 | | % |

| Consumer | | | [removed: 622.4] [added: 316.1] | | | | | | [removed: 11] [added: 5] | | % | | | | [removed: 701.1] [added: 622.4] | | | | | | [removed: 12] [added: 11] | | % | | | | [removed: 700.0] [added: 701.1] | | | | | | [removed: 16] [added: 12] | | % |

| Automotive/industrial | | | [removed: 388.3] [added: 322.4] | | | | | | [removed: 8] [added: 6] | | % | | | | [removed: 356.5] [added: 388.3] | | | | | | [removed: 6] [added: 8] | | % | | | | [removed: 249.6] [added: 356.5] | | | | | | 6 | | % |

| Total | | | $ | [removed: 5,507.7] [added: 5,767.3] | | | | | | | | | | | $ | [removed: 5,919.6] [added: 5,507.7] | | | | | | | | | | | $ | [removed: 4,462.4] [added: 5,919.6] | | | | | | | |

We serve these five end markets with a broad portfolio of semiconductor solutions based on our compute, networking, security, [removed: electro-optics,] [added: interconnects,] and storage technologies, which are essential and differentiating for these markets.

Our portfolio of solutions integrate multiple analog, mixed-signal and digital intellectual property components incorporating hardware, firmware and software technologies and our system knowledge to provide our customers [removed: highly-integrated] [added: highly integrated] solutions for their end products.

Our current product offerings include custom Application Specific Integrated Circuits (“ASICs”), [removed: electro-optics,] [added: interconnects,] ethernet solutions, fibre channel adapters, processors and storage controllers.

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

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, [added: silicon photonics] and advanced packaging, including die to die [removed: interconnects] [added: interconnects, chiplets, co-packaged optics (“CPO”)] and [removed: chiplets.][added: custom high-bandwidth memory (“HBM”).]

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

We offer a complete portfolio of high-speed [removed: optical communication] [added: interconnect] semiconductor solutions for inside cloud data centers, between cloud data centers and in carrier networks.

Our [removed: electro-optical] [added: interconnect] products include PAM (pulse amplitude [removed: modulation) and] [added: modulation),] coherent [added: and coherent-lite] DSPs (digital signal processors), laser drivers, TIAs (trans-impedance amplifiers), silicon [removed: photonics and] [added: photonics, CPO (co-packaged optics), LPO (linear pluggable optics) chipsets,] DCI (data center [removed: interconnect)] [added: interconnect), AEC (active electrical cable) DSPs and PCIe retimer] solutions.

Our low-power and low-latency PAM [added: and coherent-lite optical] DSPs implement equalization, estimation, clock recovery, carrier recovery, forward error correction, and coded modulation to enable ultra-fast data transmission speeds.

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

[removed: These products] [added: The PAM DSPs] are key enablers for inter-connecting servers, routers, switches, storage and other infrastructure equipment that process, store and transport data [removed: traffic.][added: traffic inside data centers.]

For information regarding our revenue by geographic area, and property and equipment by geographic area, please see “Note [removed: 15] [added: 14] – Segment and Geographic Information” in our Notes to Consolidated Financial Statements set forth in Part II, Item 8 of this Annual Report on Form 10-K.

Our target customers are original equipment manufacturers (“OEMs”) and original design manufacturers, both of which design and manufacture end market [removed: devices.][added: devices, and distributors for these products.]

Net revenue attributable to significant [removed: distributors] [added: customers including both distributor and direct customers] whose revenues [removed: as a percentage of net revenue was] [added: represented] 10% or [removed: greater] [added: more] of total net [removed: revenues] [added: revenue] is presented in the following table:

| | | | February [removed: 3, 2024] [added: 1, 2025] | | | | | | [removed: January 28, 2023] [added: February 3, 2024] | | | | | | January [removed: 29, 2022] [added: 28, 2023] | | |

| Distributor A | | | [removed: 24] [added: 34] | | % | | | | [removed: 20] [added: 24] | | % | | | | [removed: 15] [added: 20] | | % |

We continue to monitor the creditworthiness of our [removed: customers] [added: distributor] and [removed: distributors] [added: direct customers,] and believe [removed: these] [added: the] distributors’ sales to diverse end customers and geographies further serve to mitigate our exposure to credit risk.

Our development will also include state-of-the-art improvements of available process technologies in 2nm and below [removed: geometries.][added: geometries which includes gate all around transistor architecture and new innovations leveraging back side power.]

Advanced packaging techniques like Chip on Wafer on Substrate (“CoWoS”), Integrated fanout (“InFo”) along with advanced substrates, thermal solutions enable large [removed: 2.5D/3D] [added: 2.5D/3D/3.5D] interposers for complex accelerated compute ASICs.

See our discussion of research and development expenses in Part II, Item 7, [removed: Management’s] [added: “Management’s] Discussion and Analysis of Financial Condition and Results of [removed: Operations,] [added: Operations”] of this Annual Report on Form 10-K for further information.

The vast majority of our integrated circuits are fabricated using [removed: widely] available CMOS processes, which is intended to provide greater flexibility to engage independent foundries to manufacture integrated circuits at lower costs.

[removed: These] [added: The remaining] measures and arrangements may materially and adversely affect our operating results due to the increased cost of compliance with these measures.

Primarily as a result of our acquisition of Avera, we are now a party to certain contracts with the U.S. [removed: government] [added: government, federal prime contractors] and [removed: its] [added: federal] subcontractors.

Our contracts with [added: these] government entities are subject to various procurement regulations and other requirements relating to their formation, administration and performance.

In addition, each of our manufacturing subcontractors certifies to us compliance with ISO [removed: 14001:2004,] [added: 14001:2015,] the international standard related to environmental management.

As of February [removed: 3, 2024,] [added: 1, 2025,] 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 ranges from [removed: 2024] [added: 2025] to [removed: 2043,] [added: 2045,] 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 [removed: 6] [added: 8] – Commitments and Contingencies” in our Notes to 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, [removed: Inc.(“AMD”),] [added: Inc. (“AMD”),] Alchip Technologies (“Alchip”), Alphawave Semi (“Alphawave”), Astera Labs, Inc., Broadcom [removed: Inc.(“Broadcom”),] [added: Inc. (“Broadcom”),] Cisco Systems, [removed: Inc.(“Cisco”),] [added: Inc. (“Cisco”),] Credo Technology Group Holding Ltd, Intel Corporation, 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.

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

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

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

*Interconnects*

The coherent lite DSPs address the emerging market for distributed campus data center interconnects spanning up to 20 km with high bandwidth and low latency as the industry shifts from large-scale facilities to campus-based data centers due to power and space constraints.

Our CPO solutions leverage advanced silicon photonics technology, integrating hundreds of components such as waveguides, modulators, photodetectors, modulator drivers, trans-impedance amplifiers, microcontrollers, and various passive components into a single, unified device.

This integration enhances performance, bandwidth, and energy efficiency for optical connectivity.

Our CPO solutions are designed for next-generation data center compute and connectivity applications, enabling high-bandwidth, low-latency connections.

Additionally, our LPO chipsets, comprising of optimized TIAs and laser drivers, address next-generation short-reach, compute fabric connectivity requirements inside AI datacenters for connections that have a predictable and controlled channel.

LPO modules enabled by our chipsets provide higher bandwidth and greater reach than copper cable interconnects, with optimal latency and power consumption.

Our AEC DSPs are utilized in active electrical cables to enable high-bandwidth copper data transmission within data centers, specifically for scale-up and scale-out AI and general-purpose server connectivity.

AECs address the issue of signal degradation in high-speed copper connections by implementing advanced signal processing techniques such as equalization, clock recovery, forward error correction, and coded modulation.

We partner with industry-leading cable manufacturers to deliver optimized, tailor-made AECs that meet the unique requirements of each of our hyperscale data center customers.

Our PCIe retimers leverage our industry-leading PAM technology to enable high-bandwidth copper and optical PCIe data transmission within server systems, connecting AI accelerators, GPUs, CPUs, and other server components.

These retimers address signal degradation by regenerating the signal, ensuring reliable communication over the physical distances required for connections between GPUs and CPUs within an AI server, between GPUs on different boards, or between CPUs and a pool of shared memory enabled by CXL, among other use cases.

| Direct Customer: | | | | | | | | | | | | | | | | | |

| Customer A | | | 13 | | % | | | | * | | | | | | * | | |

*Less than 10% of net revenue.

Net revenue attributable to Distributor A increased in fiscal 2025 and 2024 as they support customers in the data center end market, which has continued to experience robust demand.

The subcontractor location varies as we are party to several contracts with the U.S. government, federal prime contractors, and federal subcontractors that prohibit or otherwise restrict production, assembly and testing in foreign countries or by certain foreign entities.

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

These regulations and requirements include supply chain restrictions that may prohibit the sourcing of materials, supplies, or services from foreign entities including those located in or organized in China.

We are also working with our suppliers in the responsible sourcing of “conflict minerals” such as cobalt, tin, tantalum, tungsten and gold.

The Nominating and Governance Committee has general oversight of the Company’s approach to sustainability as it relates to human capital.

Our global voluntary turnover rate for fiscal 2025 was approximately 5%.

Marvell gives employees the opportunity to have an outsized impact and play a significant role in developing innovative technologies, while continuously advancing their careers.

We value everyone's unique perspectives, ideas and skills to help us solve problems, deliver on our current and future business priorities and develop innovative products that meet our customer’s needs.

We have a variety of offerings, including workshops, coaching and mentoring programs and other learning resources.

To help our employees develop their careers outside their core area of expertise, we also have our Employee Mobility Policy in place, which makes it easier to transfer to different open positions within the Company.

Inclusion

Our goal is to help our employees thrive and advance in a supportive environment designed to foster wellbeing and unlock creativity and innovation.

This includes providing competitive benefits, aligned with employee input, to help cultivate and sustain wellness across all areas of life.

As our operations primarily include offices and engineering labs, we are focused on injury and illness prevention, emergency preparedness, fire and life safety, ergonomics and lab safety.

Addressing climate change-related issues is an important priority for Marvell and our stakeholders, in particular our customers.

The COO is also a member of the Sustainability Committee.

The COO works closely with the Chief Legal Officer, who ultimately raises the issue to the Board as part of its sustainability updates, both in the Nominating and Governance Committee’s quarterly updates and in the periodic updates to the Board of Directors.

Recognizing that downstream Scope 3 product-use emissions represent the largest component of our emissions profile, we are focusing on product power efficiency.

Power optimization is not just essential for tackling our carbon footprint — it is a business imperative.

Our customers demand products that allow them to consume less power for more performance.

Although power has always been part of our innovation and R&D process, this has become an even greater priority for the company.

We are also working collaboratively with our suppliers around greenhouse gas emission reduction to build climate resilience and to drive decarbonization at a value chain level, impacting the emissions of both our suppliers and customers.

*Electro-optics*

During fiscal 2024, 2023 and 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.

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

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.

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 are also working to establish a “conflict-free” supply chain, including ethical sourcing of certain minerals for our products.

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

The Nominating and Governance Committee has oversight of our approach to human capital and inclusion and diversity as part of its broader focus on sustainability.

As of February 3, 2024, our global workforce was comprised of approximately: 99% full time employees and 1% part time employees.

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

We have a variety of offerings including workshops, coaching, mentoring and educational resources, to develop employees so that they have the skills they need to deliver on our current and future business priorities.

Engineers and technical professionals make up the majority of our employee population.

To support and develop our engineers, we offer avenues to pursue either technical or managerial career tracks at Marvell.

We have also developed a suite of programs and events that provide opportunities for engineers to learn new skills, mentor colleagues and participate in activities that build our technical community around the world.

Inclusion and Diversity

Our Inclusion and Diversity (“I&D”) approach is centered around three key aspects:

- Interconnected across the company: Embedding inclusivity in every function and in everything we do

- Full participation and responsibility: Empowering every employee to do their part toward creating a welcoming and inclusive environment

- Globally aligned and locally relevant: Applying our global strategic framework to specific regional and local site needs

Our efforts focus on four I&D business outcomes:

- Activate and empower leaders

- Create an inclusive best place to work

- Cultivate a diverse workforce

- Lead in the marketplace and community

The mental, emotional and physical wellbeing of our employees is a top priority for our company.

To create a safe workplace where people thrive, we continue to listen to our employees and evolve with their needs.

We work to provide support during times of mental stress or emotional challenges through a range of mental health resources.

Another way we support employees is through paid time off for wellness.

For example, we provide three recharge weekends throughout the year for our global employees, that allow them to focus on self-care, minimizing the risk of burnout and boosting productivity.

Across the globe, many of our offices host events dedicated to employee fitness.

We continue to introduce programs to support working parents, both globally and by country.

We work to prevent injury by focusing on ergonomics, internal audits and inspections, training and reporting mechanisms.

In addition, we measure levels of engagement in individual teams by gathering feedback from employees through a Manager 180 Survey.

How we work at Marvell is central to our culture.

Our hybrid model allows flexibility for employees to work from home some of the time, while maintaining Marvell offices as a destination to collaborate, socialize with their teams, and engage customers.

Our goal is to foster a dynamic workplace for our employees working from homes and offices all over the world, enabled by technology and powered by our core behaviors.

We are working on climate change mitigation and adaptation strategies in our direct operations and supply chain, to improve our resilience to potential risks and align our strategies with the goals of the Paris Agreement.

The COO is also a member of the executive-level Sustainability Committee, and, in that capacity, is responsible for elevating climate topics to Marvell’s senior leadership and, ultimately, to the Board’s Nominating and Governance and Audit Committees.

The Nominating and Governance Committee has oversight of our climate strategy and sustainability matters and receives quarterly updates on our sustainability performance.

The information set forth under “Note [removed: 6] [added: 8] – Commitments and Contingencies” in our Notes to 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 February [removed: 3, 2024][added: 1, 2025]

[removed: ][added: ]

The aggregate market value of the registrant’s common stock held by non-affiliates of the registrant was [removed: $55,800,186,642] [added: $51,191,375,327] based upon the closing price of [removed: $64.91] [added: $59.25] per share on the Nasdaq Global Select Market on [removed: July 28, 2023] [added: August 2, 2024] (the last business day of the registrant’s most recently completed second quarter).

As of March [removed: 6, 2024,] [added: 5, 2025,] there were [removed: 866.0] [added: 866.1] 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: 2024] [added: 2025] 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](#if0e597c39c1c4b3989c47497e483195e_16)] [added: [Business](#i61ae024be9f8482fab7e89a5249d5267_16)] | | | [removed: [3](#if0e597c39c1c4b3989c47497e483195e_16)] [added: [3](#i61ae024be9f8482fab7e89a5249d5267_16)] | | |

| Item 1A. | | | [Risk [removed: Factors](#if0e597c39c1c4b3989c47497e483195e_19)] [added: Factors](#i61ae024be9f8482fab7e89a5249d5267_19)] | | | [removed: [15](#if0e597c39c1c4b3989c47497e483195e_19)] [added: [14](#i61ae024be9f8482fab7e89a5249d5267_19)] | | |

| Item 1B. | | | [Unresolved Staff [removed: Comments](#if0e597c39c1c4b3989c47497e483195e_22)] [added: Comments](#i61ae024be9f8482fab7e89a5249d5267_22)] | | | [removed: [41](#if0e597c39c1c4b3989c47497e483195e_22)] [added: [40](#i61ae024be9f8482fab7e89a5249d5267_22)] | | |

| Item 1C. | | | [removed: [Cybersecurity](#if0e597c39c1c4b3989c47497e483195e_1823)] [added: [Cybersecurity](#i61ae024be9f8482fab7e89a5249d5267_25)] | | | [removed: [41](#if0e597c39c1c4b3989c47497e483195e_1823)] [added: [40](#i61ae024be9f8482fab7e89a5249d5267_25)] | | |

| Item 2. | | | [removed: [Properties](#if0e597c39c1c4b3989c47497e483195e_25)] [added: [Properties](#i61ae024be9f8482fab7e89a5249d5267_28)] | | | [removed: [43](#if0e597c39c1c4b3989c47497e483195e_25)] [added: [42](#i61ae024be9f8482fab7e89a5249d5267_28)] | | |

| Item 3. | | | [Legal [removed: Proceedings](#if0e597c39c1c4b3989c47497e483195e_28)] [added: Proceedings](#i61ae024be9f8482fab7e89a5249d5267_31)] | | | [removed: [43](#if0e597c39c1c4b3989c47497e483195e_28)] [added: [42](#i61ae024be9f8482fab7e89a5249d5267_31)] | | |

| Item 4. | | | [Mine Safety [removed: Disclosures](#if0e597c39c1c4b3989c47497e483195e_31)] [added: Disclosures](#i61ae024be9f8482fab7e89a5249d5267_34)] | | | [removed: [43](#if0e597c39c1c4b3989c47497e483195e_31)] [added: [42](#i61ae024be9f8482fab7e89a5249d5267_34)] | | |

| Item 5. | | | [Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity [removed: Securities](#if0e597c39c1c4b3989c47497e483195e_37)] [added: Securities](#i61ae024be9f8482fab7e89a5249d5267_40)] | | | [removed: [44](#if0e597c39c1c4b3989c47497e483195e_37)] [added: [43](#i61ae024be9f8482fab7e89a5249d5267_40)] | | |

| Item 6. | | | [removed: [Reserved](#if0e597c39c1c4b3989c47497e483195e_40)] [added: [\[Reserved\]](#i61ae024be9f8482fab7e89a5249d5267_43)] | | | [removed: [45](#if0e597c39c1c4b3989c47497e483195e_40)] [added: [45](#i61ae024be9f8482fab7e89a5249d5267_43)] | | |

| Item 7. | | | [Management’s Discussion and Analysis of Financial Condition and Results of [removed: Operations](#if0e597c39c1c4b3989c47497e483195e_43)] [added: Operations](#i61ae024be9f8482fab7e89a5249d5267_46)] | | | [removed: [46](#if0e597c39c1c4b3989c47497e483195e_43)] [added: [46](#i61ae024be9f8482fab7e89a5249d5267_46)] | | |

| Item 7A. | | | [Quantitative and Qualitative Disclosures About Market [removed: Risk](#if0e597c39c1c4b3989c47497e483195e_58)] [added: Risk](#i61ae024be9f8482fab7e89a5249d5267_61)] | | | [removed: [56](#if0e597c39c1c4b3989c47497e483195e_58)] [added: [56](#i61ae024be9f8482fab7e89a5249d5267_61)] | | |

| Item 8. | | | [Financial Statements and Supplementary [removed: Data](#if0e597c39c1c4b3989c47497e483195e_61)] [added: Data](#i61ae024be9f8482fab7e89a5249d5267_64)] | | | [removed: [58](#if0e597c39c1c4b3989c47497e483195e_61)] [added: [57](#i61ae024be9f8482fab7e89a5249d5267_64)] | | |

| Item 9. | | | [Changes in and Disagreements with Accountants on Accounting and Financial [removed: Disclosure](#if0e597c39c1c4b3989c47497e483195e_145)] [added: Disclosure](#i61ae024be9f8482fab7e89a5249d5267_145)] | | | [removed: [99](#if0e597c39c1c4b3989c47497e483195e_145)] [added: [97](#i61ae024be9f8482fab7e89a5249d5267_145)] | | |

| Item 9A. | | | [Controls and [removed: Procedures](#if0e597c39c1c4b3989c47497e483195e_148)] [added: Procedures](#i61ae024be9f8482fab7e89a5249d5267_148)] | | | [removed: [99](#if0e597c39c1c4b3989c47497e483195e_148)] [added: [97](#i61ae024be9f8482fab7e89a5249d5267_148)] | | |

| Item 9B. | | | [Other [removed: Information](#if0e597c39c1c4b3989c47497e483195e_151)] [added: Information](#i61ae024be9f8482fab7e89a5249d5267_151)] | | | [removed: [100](#if0e597c39c1c4b3989c47497e483195e_151)] [added: [98](#i61ae024be9f8482fab7e89a5249d5267_151)] | | |

| Item 9C. | | | [Disclosure Regarding Foreign Jurisdictions that Prevent [removed: Inspections](#if0e597c39c1c4b3989c47497e483195e_154)] [added: Inspections](#i61ae024be9f8482fab7e89a5249d5267_157)] | | | [removed: [100](#if0e597c39c1c4b3989c47497e483195e_154)] [added: [98](#i61ae024be9f8482fab7e89a5249d5267_157)] | | |

| Item 10. | | | [Directors, Executive Officers and Corporate [removed: Governance](#if0e597c39c1c4b3989c47497e483195e_163)] [added: Governance](#i61ae024be9f8482fab7e89a5249d5267_166)] | | | [removed: [102](#if0e597c39c1c4b3989c47497e483195e_163)] [added: [100](#i61ae024be9f8482fab7e89a5249d5267_166)] | | |

| Item 11. | | | [Executive [removed: Compensation](#if0e597c39c1c4b3989c47497e483195e_166)] [added: Compensation](#i61ae024be9f8482fab7e89a5249d5267_169)] | | | [removed: [102](#if0e597c39c1c4b3989c47497e483195e_166)] [added: [100](#i61ae024be9f8482fab7e89a5249d5267_169)] | | |

| Item 12. | | | [Security Ownership of Certain Beneficial Owners and Management and Related [removed: S](#if0e597c39c1c4b3989c47497e483195e_169)[tock](#if0e597c39c1c4b3989c47497e483195e_169)[holder Matters](#if0e597c39c1c4b3989c47497e483195e_169)] [added: S](#i61ae024be9f8482fab7e89a5249d5267_172)[tock](#i61ae024be9f8482fab7e89a5249d5267_172)[holder Matters](#i61ae024be9f8482fab7e89a5249d5267_172)] | | | [removed: [102](#if0e597c39c1c4b3989c47497e483195e_169)] [added: [100](#i61ae024be9f8482fab7e89a5249d5267_172)] | | |

| Item 13. | | | [Certain Relationships and Related Transactions, and Director [removed: Independence](#if0e597c39c1c4b3989c47497e483195e_172)] [added: Independence](#i61ae024be9f8482fab7e89a5249d5267_175)] | | | [removed: [103](#if0e597c39c1c4b3989c47497e483195e_172)] [added: [101](#i61ae024be9f8482fab7e89a5249d5267_175)] | | |

| Item 14. | | | [Principal Accountant Fees and [removed: Services](#if0e597c39c1c4b3989c47497e483195e_175)] [added: Services](#i61ae024be9f8482fab7e89a5249d5267_178)] | | | [removed: [103](#if0e597c39c1c4b3989c47497e483195e_175)] [added: [101](#i61ae024be9f8482fab7e89a5249d5267_178)] | | |

| Item 15. | | | [removed: [Exhibits](#if0e597c39c1c4b3989c47497e483195e_181) [and](#if0e597c39c1c4b3989c47497e483195e_181)] [added: [Exhibits](#i61ae024be9f8482fab7e89a5249d5267_184) [and](#i61ae024be9f8482fab7e89a5249d5267_184)] [Financial Statement [removed: Schedules](#if0e597c39c1c4b3989c47497e483195e_181)] [added: Schedules](#i61ae024be9f8482fab7e89a5249d5267_184)] | | | [removed: [104](#if0e597c39c1c4b3989c47497e483195e_181)] [added: [102](#i61ae024be9f8482fab7e89a5249d5267_184)] | | |

| Item 16. | | | [Form 10-K [removed: Summary](#if0e597c39c1c4b3989c47497e483195e_184)] [added: Summary](#i61ae024be9f8482fab7e89a5249d5267_187)] | | | [removed: [108](#if0e597c39c1c4b3989c47497e483195e_184)] [added: [106](#i61ae024be9f8482fab7e89a5249d5267_187)] | | |

- risks related to [added: tariffs and trade restrictions with China, Russia and other foreign nations including risks related to] the ability of our customers, particularly in jurisdictions such as China that may be subject to trade restrictions (including the need to obtain export licenses) to develop their own [removed: solutions] [added: solutions, vertically integrate which may reduce the need for our products,] or acquire fully developed solutions from [removed: third-parties;][added: third parties;]

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

- risks related to [added: the specific conditions in the end markets we address, including] seasonality [removed: or] [added: and] volatility [removed: related to sales into] [added: in] the [removed: infrastructure, semiconductor and related industries] [added: technology sector] and [removed: end markets;][added: semiconductor industry;]

| [PART I](#i61ae024be9f8482fab7e89a5249d5267_13) | | | | | | | | |

| [PART II](#i61ae024be9f8482fab7e89a5249d5267_37) | | | | | | | | |

| [PART III](#i61ae024be9f8482fab7e89a5249d5267_163) | | | | | | | | |

| [PART IV](#i61ae024be9f8482fab7e89a5249d5267_181) | | | | | | | | |

| | | | [Signatures](#i61ae024be9f8482fab7e89a5249d5267_190) | | | [107](#i61ae024be9f8482fab7e89a5249d5267_190) | | |

| | | | [Schedule II](#i61ae024be9f8482fab7e89a5249d5267_193) | | | [109](#i61ae024be9f8482fab7e89a5249d5267_193) | | |

- risks related to our dependence on a few customers for a significant portion of our revenue, particularly as our major customers comprise an increasing percentage of our revenue, as well as risks related to a significant portion of our sales being concentrated in the data center end market, and risks related to the gain or loss of design wins with our key customers;

- risks related to changes in general macroeconomic conditions such as economic slowdowns, inflation, stagflation, high or rising interest rates, financial institution instability, and recessions;

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

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

| [PART III](#if0e597c39c1c4b3989c47497e483195e_160) | | | | | | | | |

| [PART IV](#if0e597c39c1c4b3989c47497e483195e_178) | | | | | | | | |

| | | | [Signatures](#if0e597c39c1c4b3989c47497e483195e_187) | | | [109](#if0e597c39c1c4b3989c47497e483195e_187) | | |

| | | | [Schedule II](#if0e597c39c1c4b3989c47497e483195e_190) | | | [111](#if0e597c39c1c4b3989c47497e483195e_190) | | |

*•*risks related to changes in general macroeconomic conditions such as economic slowdowns, inflation, stagflation, rising interest rates, 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 our dependence on a few customers for a significant portion of our revenue including risks related to severe financial hardship or bankruptcy or other attrition of one or more of our major customers, particularly as our major customers comprise an increasing percentage of our revenue;

- risks related to gain or loss of a design win or key customer;

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 [removed: Information] Security Officer [added: (“CSO”)] and other subject matter experts directly participating in incident response efforts.

Additionally, on a quarterly basis, our Audit Committee receives reports from the Chief Information Officer, [removed: Chief Information Security Officer,] [added: CSO,] and other members of management.

Our Internal Audit [removed: Group] [added: team] also reviews our cybersecurity governance and controls annually.

More specifically, an independent third-party performs a regular penetration test of [removed: Marvell’s] [added: our] IT infrastructure.

These simulations allow us to test our response strategies across various business functions, [removed: allowing] [added: increasing] preparedness for real-world incidents.

The [added: Board of Directors receives an annual briefing, and the] Audit Committee receives quarterly reports from our [removed: Chief Information Security Officer (“CISO”)] [added: CSO] on our cybersecurity risks and risk management program.

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

The [removed: CISO] [added: CSO] 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 [removed: CISO] [added: CSO] has over 20 years of security experience managing global security organizations including architecture, operations, strategy, applications, infrastructure, support and execution.

The [removed: CISO] [added: CSO] reports [removed: such] cybersecurity threats and incidents to the Audit Committee.

Furthermore, we conduct an annual full board briefing on cybersecurity, ensuring that our Board of Directors is regularly informed of the evolving landscape of cybersecurity risks and mitigation strategies.

The following table presents the approximate square footage of our significant owned and leased facilities as of February [removed: 3, 2024:][added: 1, 2025:]

| United States | | | | | | Research and design, sales and marketing, administration and operations | | | | | | 983,000 | | | | | | [removed: 439,000] [added: 430,000] | | |

| India | | | | | | Research and design | | | | | | — | | | | | | [removed: 313,000] [added: 311,000] | | |

| Israel | | | | | | Research and design | | | | | | — | | | | | | [removed: 291,000] [added: 187,000] | | |

| Taiwan | | | | | | Research and design | | | | | | — | | | | | | [removed: 94,000] [added: 113,000] | | |

| Singapore | | | | | | Operations, and research and design | | | | | | — | | | | | | [removed: 71,000] [added: 93,000] | | |

| Canada | | | | | | Research and design | | | | | | — | | | | | | [removed: 56,000] [added: 97,000] | | |

| China | | | | | | Research and design, and sales and marketing | | | | | | 116,000 | | | | | | [removed: 16,000] [added: 14,000] | | |

| | | | | | | Total | | | | | | 1,099,000 | | | | | | [removed: 1,280,000] [added: 1,245,000] | | |

(1)Lease terms expire in various years from [removed: 2024] [added: 2025] through 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: 323,000] [added: 223,000] square feet in the United States that are excluded from the table above.

As of March [removed: 6, 2024,] [added: 5, 2025,] the approximate number of record holders of our common stock was [removed: 563] [added: 359] (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 (“PHLX”) since February [removed: 2, 2019] [added: 1, 2020] through February [removed: 3, 2024.][added: 1, 2025.]

The graph compares a $100 investment on February [removed: 2, 2019] [added: 1, 2020] in our common stock with a $100 investment on February [removed: 2, 2019] [added: 1, 2020] in each index and assumes that any dividends were reinvested.

![Item 5 - [removed: Marvell FY2024 10-k] [added: Stock Price] Performance [removed: Graph.jpg](https://www.sec.gov/Archives/edgar/data/1835632/000183563224000009/mrvl-20240203_g2.jpg)][added: Graph 1.jpg](https://www.sec.gov/Archives/edgar/data/1835632/000183563225000057/mrvl-20250201_g2.jpg)]

| | | | | | | | | | | | | | | | [removed: 2/2/2019] | | | | | | 2/1/2020 | | | | | | 1/30/2021 | | | | | | 1/29/2022 | | | | | | 1/28/2023 | | | | | | 2/3/2024 | | | [added: | | | 2/1/2025 | | |]

| [removed: Information] [added: *Information] prior to April 20, 2021 is for Marvell Technology Group, [removed: Ltd.] [added: 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: 2024, 2023] [added: 2025, 2024] and [removed: 2022.][added: 2023.]

As a result, we paid total cash dividends of [removed: $206.8] [added: $207.5] million in fiscal [removed: 2024, $204.4] [added: 2025, $206.8] million in fiscal [removed: 2023,] [added: 2024,] and [removed: $191.0] [added: $204.4] million in fiscal [removed: 2022.][added: 2023.]

The following table presents details of our stock repurchases during the three months ended February [removed: 3, 2024] [added: 1, 2025] (in millions, except per share data):

(1)The monthly periods presented above for the three months ended February [removed: 3, 2024,] [added: 1, 2025,] are based on our fiscal accounting periods which followed a [removed: 4-4-6] [added: 4-4-5] week fiscal accounting [removed: period for the three months ended February 3, 2024.][added: period.]

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

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 [removed: plan.][added: program.]

The stock repurchase program will be subject to market [removed: conditions] [added: conditions, legal rules] and [added: regulations, 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.

[removed: Subsequent to fiscal year end, in] [added: On] March [added: 7,] 2024, [added: we announced that] our Board of Directors [removed: increased the repurchase program mentioned above and] authorized [removed: an additional] [added: a] $3.0 billion [added: addition] to [removed: that] [added: the balance of its existing stock] repurchase program.

From August 2010 when our Board of Directors initially authorized a stock repurchase program through February [removed: 3, 2024,] [added: 1, 2025,] a total of [removed: 312.9] [added: 321.9] million shares have been repurchased under the Company’s stock repurchase program for a total [removed: $4.5] [added: $5.3] billion in cash and [removed: $299.5 million] [added: $2.6 billion] remains available for future stock repurchases.

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

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

| Marvell Technology, Inc. | | | | | | | | | | | | | | | | | | | | | $ | 100.00 | | | | | $ | 215.54 | | | | | $ | 278.86 | | | | | $ | 187.03 | | | | | $ | 286.76 | | | | | $ | 480.68 | |

| S&P 500 | | | | | | | | | | | | | | | | | | | | | $ | 100.00 | | | | | $ | 117.25 | | | | | $ | 141.87 | | | | | $ | 132.47 | | | | | $ | 164.06 | | | | | $ | 202.59 | |

| PHLX Semiconductor | | | | | | | | | | | | | | | | | | | | | $ | 100.00 | | | | | $ | 163.98 | | | | | $ | 189.83 | | | | | $ | 171.72 | | | | | $ | 256.15 | | | | | $ | 298.96 | |

On December 2, 2024, the Company announced that it has expanded its strategic collaboration with a customer, and in connection therewith the Company and the customer entered into a warrant and related transaction agreement under which, among other things, the Company agreed to issue to an affiliate of the customer (“Warrantholder”), a warrant (the “Warrant”) to acquire up to 4.2 million shares (the “Warrant Shares”) of Company common stock.

Approximately 3.9 million Warrant Shares vest based on Company revenue through January 5, 2030 from Customer purchases of Company products, indirectly or directly, of which approximately 2.7 million Warrant Shares are for revenue from the Company’s custom artificial intelligence products and approximately 1.2 million Warrant Shares are for revenue from the Company’s other products.

The balance of the Warrant Shares either vested upon issuance of the Warrant or are subject to time-based vesting.

Subject to certain conditions, including vesting, the Warrant has a seven-year term and may be exercised, in whole or in part and for cash or on a net exercise basis, at any time before December 2, 2031, at a purchase price per share of Common Stock equal to $87.77 (the “Exercise Price”).

The Exercise Price and the Warrant Shares issuable are subject to customary antidilution adjustments.

The Warrant and the Warrant Shares have not been registered under the Act, in reliance on the exemption from registration provided by Section 4(a)(2) of the Securities Act and rules and regulations of the U.S. Securities and Exchange Commission promulgated thereunder.

After the issuance of the Warrant, the customer sent the Company a notice of request to file shelf registration statement in accordance with the terms of the transaction agreement.

| November 3, 2024 to November 30, 2024 | | | | | | — | | | | | | $ | — | | | | | — | | | | | | $ | 2,774.5 | |

| December 1, 2024 to December 28, 2024 | | | | | | 0.2 | | | | | | $ | 112.21 | | | | | 0.2 | | | | | | $ | 2,754.5 | |

| December 29, 2024 to February 1, 2025 | | | | | | 1.5 | | | | | | $ | 117.03 | | | | | 1.5 | | | | | | $ | 2,574.5 | |

| Total | | | | | | 1.7 | | | | | | $ | 116.53 | | | | | 1.7 | | | | | | | | |

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

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

| 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 | | |

Sales of unregistered equity securities made during fiscal 2022 were disclosed on our Quarterly Reports on Form 10-Q for the quarters ended May 1, 2021; July 31, 2021; and October 30, 2021.

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.

| 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 | | | | | | | | |

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.

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.

| [Report of Independent Registered Public Accounting [removed: Firm](#if0e597c39c1c4b3989c47497e483195e_64)] [added: Firm](#i61ae024be9f8482fab7e89a5249d5267_67)] (PCAOB ID No.34) | | | [removed: [59](#if0e597c39c1c4b3989c47497e483195e_64)] [added: [58](#i61ae024be9f8482fab7e89a5249d5267_67)] | | |

| [Consolidated Balance Sheets as of [removed: February](#if0e597c39c1c4b3989c47497e483195e_67) [](#if0e597c39c1c4b3989c47497e483195e_67)[3, 2024] [added: February 1, 2025] and [removed: January 28, 2023](#if0e597c39c1c4b3989c47497e483195e_67)] [added: February 3, 2024](#i61ae024be9f8482fab7e89a5249d5267_70)] | | | [removed: [61](#if0e597c39c1c4b3989c47497e483195e_67)] [added: [60](#i61ae024be9f8482fab7e89a5249d5267_70)] | | |

| [Consolidated Statements of [removed: Operations](#if0e597c39c1c4b3989c47497e483195e_70) [for] [added: Operations for] the years ended [removed: February](#if0e597c39c1c4b3989c47497e483195e_70) [3, 2024, January 28, 2023] [added: February 1, 2025, February 3, 2024] and January [removed: 29, 2022](#if0e597c39c1c4b3989c47497e483195e_70)] [added: 28, 2023](#i61ae024be9f8482fab7e89a5249d5267_73)] | | | [removed: [62](#if0e597c39c1c4b3989c47497e483195e_70)] [added: [61](#i61ae024be9f8482fab7e89a5249d5267_73)] | | |

| [Consolidated Statements of Comprehensive Loss for the years ended February [added: 1, 2025, February] 3, [removed: 2024, January 28, 2023] [added: 2024] and January [removed: 29, 2022](#if0e597c39c1c4b3989c47497e483195e_73)] [added: 28, 2023](#i61ae024be9f8482fab7e89a5249d5267_76)] | | | [removed: [63](#if0e597c39c1c4b3989c47497e483195e_73)] [added: [62](#i61ae024be9f8482fab7e89a5249d5267_76)] | | |

| [removed: [Consolidated](#if0e597c39c1c4b3989c47497e483195e_76) [Statements] [added: [Consolidated Statements] of Stockholders’ Equity for the [removed: years](#if0e597c39c1c4b3989c47497e483195e_76) [ended] [added: years ended] February [added: 1, 2025, February] 3, [removed: 2024, January 28, 2023] [added: 2024] and January [removed: 29, 2022](#if0e597c39c1c4b3989c47497e483195e_76)] [added: 28, 2023](#i61ae024be9f8482fab7e89a5249d5267_79)] | | | [removed: [64](#if0e597c39c1c4b3989c47497e483195e_76)] [added: [63](#i61ae024be9f8482fab7e89a5249d5267_79)] | | |

| [removed: [Consolidated](#if0e597c39c1c4b3989c47497e483195e_79) [Statements of](#if0e597c39c1c4b3989c47497e483195e_79) [Cash](#if0e597c39c1c4b3989c47497e483195e_79) [Flows] [added: [Consolidated Statements of Cash Flows] for the [removed: years](#if0e597c39c1c4b3989c47497e483195e_79) [](#if0e597c39c1c4b3989c47497e483195e_79)[ended] [added: years ended] February [added: 1, 2025, February] 3, [removed: 2024, January 28, 2023] [added: 2024] and January [removed: 29, 2022](#if0e597c39c1c4b3989c47497e483195e_79)] [added: 28, 2023](#i61ae024be9f8482fab7e89a5249d5267_82)] | | | [removed: [65](#if0e597c39c1c4b3989c47497e483195e_79)] [added: [64](#i61ae024be9f8482fab7e89a5249d5267_82)] | | |

| [Notes to Consolidated Financial [removed: Statements](#if0e597c39c1c4b3989c47497e483195e_82)] [added: Statements](#i61ae024be9f8482fab7e89a5249d5267_85)] | | | [removed: [66](#if0e597c39c1c4b3989c47497e483195e_82)] [added: [65](#i61ae024be9f8482fab7e89a5249d5267_85)] | | |

We have audited the accompanying consolidated balance sheets of Marvell Technology, Inc. and subsidiaries (the "Company") as of February [removed: 3, 2024] [added: 1, 2025] and [removed: January 28, 2023,] [added: February 3, 2024,] the related consolidated statements of operations, comprehensive loss, stockholders' equity, and cash flows, for each of the three years in the period ended February [removed: 3, 2024,] [added: 1, 2025,] and the related notes and the schedules listed in the Index at Item 15 (collectively referred to as the "financial statements").

In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of February [added: 1, 2025, and February] 3, 2024, and [removed: January 28, 2023, and] the results of its operations and its cash flows for each of the three years in the period ended February [removed: 3, 2024,] [added: 1, 2025,] 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 Company's internal control over financial reporting as of February [removed: 3, 2024,] [added: 1, 2025,] based on criteria established in *Internal Control — Integrated Framework (2013)* issued by the Committee of Sponsoring Organizations of the Treadway Commission and our report dated March [removed: 13, 2024,] [added: 12, 2025,] expressed an unqualified opinion on the Company's internal control over financial reporting.

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

As of February [removed: 3, 2024,] [added: 1, 2025,] the Company’s consolidated inventories balance was [removed: $864.4] [added: $1,029.7] 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 impact of those [removed: judgments in periods of market uncertainty.][added: judgments.]

Specifically, due to [removed: the ongoing] [added: assumptions related to forecasted demand and] market [removed: uncertainty, including the business impact of the macroeconomic environment,] [added: conditions,] performing audit procedures to evaluate the reasonableness of management’s estimates of forecasted demand required a high degree of auditor judgment and increased audit effort.

- We selected a sample of inventory products and tested the forecasted demand by comparing internal and external information (e.g., historical usage, contracts, communications with customers, [removed: macroeconomic] [added: market] conditions, etc.) with the Company’s forecast.

| | | | February [added: 1, 2025 | | | | | | February] 3, 2024 | | | | | | January 28, 2023 | | |

| Cash and cash equivalents | | | $ | [removed: 950.8] [added: 948.3] | | | | | $ | [removed: 911.0] [added: 950.8] | |

| Accounts receivable, net | | | [removed: 1,121.6] [added: 1,028.4] | | | | | | [removed: 1,192.2] [added: 1,121.6] | | |

| Inventories | | | [removed: 864.4] [added: 1,029.7] | | | | | | [removed: 1,068.3] [added: 864.4] | | |

| Prepaid expenses and other current assets | | | [removed: 125.9] [added: 113.9] | | | | | | [removed: 109.6] [added: 125.9] | | |

| Total current assets | | | [removed: 3,062.7] [added: 3,120.3] | | | | | | [removed: 3,281.1] [added: 3,062.7] | | |

| Property and equipment, net | | | [removed: 756.0] [added: 790.5] | | | | | | [removed: 577.4] [added: 756.0] | | |

| Acquired intangible assets, net | | | [removed: 4,004.1] [added: 2,710.6] | | | | | | [removed: 5,102.0] [added: 4,004.1] | | |

| Deferred tax assets | | | [removed: 311.9] [added: 401.2] | | | | | | [removed: 465.9] [added: 311.9] | | |

| Other non-current assets | | | [removed: 1,506.9] [added: 1,595.0] | | | | | | [removed: 1,508.8] [added: 1,506.9] | | |

| Total assets | | | $ | [removed: 21,228.5] [added: 20,204.5] | | | | | $ | [removed: 22,522.1] [added: 21,228.5] | |

| Accounts payable | | | $ | [removed: 411.3] [added: 622.2] | | | | | $ | [removed: 465.8] [added: 411.3] | |

| Accrued liabilities | | | [removed: 1,032.9] [added: 972.6] | | | | | | [removed: 1,092.0] [added: 1,032.9] | | |

| Accrued employee compensation | | | [removed: 262.7] [added: 302.5] | | | | | | [removed: 244.5] [added: 262.7] | | |

| Short-term debt | | | [removed: 107.3] [added: 129.5] | | | | | | [removed: 584.4] [added: 107.3] | | |

| Total current liabilities | | | [removed: 1,814.2] [added: 2,026.8] | | | | | | [removed: 2,386.7] [added: 1,814.2] | | |

| Long-term debt | | | [removed: 4,058.6] [added: 3,934.3] | | | | | | [removed: 3,907.7] [added: 4,058.6] | | |

| Other non-current liabilities | | | [removed: 524.3] [added: 816.4] | | | | | | [removed: 590.5] [added: 524.3] | | |

| Total liabilities | | | [removed: 6,397.1] [added: 6,777.5] | | | | | | [removed: 6,884.9] [added: 6,397.1] | | |

| Commitments and contingencies (Note [removed: 6)] [added: 8)] | | | | | | | | | | | |

| Common stock, $0.002 par value; 1.3 billion shares authorized; [removed: 865.5] [added: 866.0] and [removed: 856.1] [added: 865.5] shares issued and outstanding in fiscal [removed: 2024] [added: 2025] and [removed: 2023,] [added: 2024,] respectively | | | 1.7 | | | | | | 1.7 | | |

| Additional paid-in capital | | | [removed: 14,845.3] [added: 14,534.1] | | | | | | [removed: 14,512.0] [added: 14,845.3] | | |

| Accumulated other comprehensive income | | | [removed: 1.1] [added: 0.4] | | | | | | [removed: —] [added: 1.1] | | |

| [removed: Retained earnings (Accumulated deficit)] [added: Accumulated deficit] | | | [removed: (16.7)] [added: (1,109.2)] | | | | | | [removed: 1,123.5] [added: (16.7)] | | |

| Total stockholders’ equity | | | [removed: 14,831.4] [added: 13,427.0] | | | | | | [removed: 15,637.2] [added: 14,831.4] | | |

March 12, 2025

| | | | February 1, 2025 | | | | | | February 3, 2024 | | |

| Interest income and other, net | | | 15.0 | | | | | | 20.7 | | | | | | 17.7 | | |

| Net loss | | | $ | (885.0) | | | | | $ | (933.4) | | | | | $ | (163.5) | |

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

| Repurchase of common stock | | | (9.0) | | | | | | — | | | | | | (725.0) | | | | | | — | | | | | | — | | | | | | (725.0) | | |

| Vestings of common stock in connection with customer warrant | | | — | | | | | | — | | | | | | 5.4 | | | | | | — | | | | | | — | | | | | | 5.4 | | |

| Other comprehensive loss | | | — | | | | | | — | | | | | | — | | | | | | (0.7) | | | | | | — | | | | | | (0.7) | | |

| Balance at February 1, 2025 | | | 866.0 | | | | | | $ | 1.7 | | | | | $ | 14,534.1 | | | | | $ | 0.4 | | | | | $ | (1,109.2) | | | | | $ | 13,427.0 | |

| Net loss | | | $ | (885.0) | | | | | $ | (933.4) | | | | | $ | (163.5) | |

| Other expense, net | | | 65.9 | | | | | | 54.9 | | | | | | 62.7 | | |

| Direct Customer: | | | | | | | | | | | | | | | | | |

| Customer A | | | 13 | | % | | | | * | | | | | | * | | |

*Less than 10% of net revenue.

*Accounting Pronouncements Recently Adopted*

The Company adopted this standard for the fiscal year ended February 1, 2025.

See “Note 14 – Segment and Geographic Information” for further information.

The adoption of this standard did not have a significant effect on the Company’s results of operations or financial condition.

In November 2024, the FASB issued ASU 2024-03, Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-40) requiring disaggregated disclosure of certain expense captions into specified categories in the notes to financial statements on an annual and interim basis.

The ASU is effective for fiscal years beginning after December 15, 2026 with updates to be applied on a prospective basis with the option to apply the standard retrospectively.

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

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

| Other | | | 563.3 | | | | | | 10 | | % | | | | 741.7 | | | | | | 14 | | % | | | | 887.8 | | | | | | 14 | | % | | | | | | | | | | | | |

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

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

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

| | | | Year Ended February 1, 2025 | | | | | | % of Total | | | | | | Year Ended February 3, 2024 | | | | | | % of Total | | | | | | Year Ended January 28, 2023 | | | | | | % of Total | | |

| | | | $ | 5,767.3 | | | | | | | | | | | $ | 5,507.7 | | | | | | | | | | | $ | 5,919.6 | | | | | | | |

Customer Warrant

During fiscal 2025, the Company issued a warrant to a customer for the purchase of up to 4.2 million shares (“Warrant Shares”) of the Company’s common stock at an exercise price of $87.77 per share.

The warrant has an exercise term of seven years and a vesting term of five years.

The Warrant Shares vest primarily based on the customer’s achievement of qualifying product revenue milestones and are recognized as a reduction to revenue as qualifying revenues are recognized during the five year vesting term.

The grant date fair value of the Warrant was determined to be $54.44 per share and a total fair value of $227.6 million using the Black-Scholes option pricing model.

A total of 0.1 million Warrant Shares were vested as of February 1, 2025.

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

| | | | February 1, 2025 | | | | | | February 3, 2024 | | | | | | January 28, 2023 | | |

| Restructuring related charges included in cost of goods sold | | | $ | 357.9 | | | | | $ | — | | | | | $ | — | |

| Restructuring related charges included in operating expenses | | | 353.9 | | | | | | 131.1 | | | | | | 21.6 | | |

| Restructuring related charges included in net loss | | | $ | 711.8 | | | | | $ | 131.1 | | | | | $ | 21.6 | |

| | | | February 1, 2025 | | | | | | February 3, 2024 | | | | | | January 28, 2023 | | |

| | | | | | |

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

March 13, 2024

[Table of Contents](#if0e597c39c1c4b3989c47497e483195e_7)

MARVELL TECHNOLOGY, INC.

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

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

| Interest income | | | 8.8 | | | | | | 5.3 | | | | | | 0.8 | | |

| Other income, net | | | 11.9 | | | | | | 12.4 | | | | | | 2.7 | | |

| Balance at January 30, 2021 | | | 675.4 | | | | | | $ | 1.4 | | | | | $ | 6,331.0 | | | | | $ | — | | | | | $ | 2,103.4 | | | | | $ | 8,435.8 | |

| Issuance of common stock in connection with acquisitions | | | 146.2 | | | | | | 0.3 | | | | | | 6,889.8 | | | | | | — | | | | | | — | | | | | | 6,890.1 | | |

| Equity related issuance cost | | | — | | | | | | — | | | | | | (8.2) | | | | | | — | | | | | | — | | | | | | (8.2) | | |

| Replacement equity awards attributable to pre-acquisition service | | | — | | | | | | — | | | | | | 115.6 | | | | | | — | | | | | | — | | | | | | 115.6 | | |

| Conversion feature of convertible notes | | | — | | | | | | — | | | | | | 244.2 | | | | | | — | | | | | | — | | | | | | 244.2 | | |

| Impact of repurchase of convertible notes | | | 7.1 | | | | | | — | | | | | | 234.3 | | | | | | — | | | | | | — | | | | | | 234.3 | | |

| Conversion of convertible notes to common stock | | | 6.4 | | | | | | — | | | | | | 144.2 | | | | | | — | | | | | | — | | | | | | 144.2 | | |

| Amortization of deferred debt issuance costs and debt discounts | | | 10.7 | | | | | | 10.3 | | | | | | 21.6 | | |

| Other expense, net | | | 44.2 | | | | | | 52.4 | | | | | | 69.0 | | |

| Payment for repurchases and settlement of convertible notes | | | — | | | | | | — | | | | | | (181.2) | | |

| Proceeds from capped calls | | | — | | | | | | — | | | | | | 160.3 | | |

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

During fiscal 2024, 2023, and 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.

IPR&D is initially capitalized at fair value as an intangible asset with an indefinite life and assessed for impairment thereafter.

When an IPR&D project is completed, the IPR&D is reclassified as an amortizable purchased intangible asset and amortized over the asset’s estimated useful life.

| Philippines | | | 74.6 | | | | | | 1 | | % | | | | 171.5 | | | | | | 3 | | % | | | | 213.4 | | | | | | 5 | | % | | | | | | | | | | | | |

| Others | | | 667.1 | | | | | | 13 | | % | | | | 716.3 | | | | | | 11 | | % | | | | 478.4 | | | | | | 10 | | % | | | | | | | | | | | | |

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

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

| 2026 Term Loan - 5-Year Tranche | | | | | | 700.0 | | | | | | 787.5 | | |

| 4.200% MTG/MTI 2023 Senior Notes | | | | | | — | | | | | | 500.0 | | |

During the quarter ended April 29, 2023, the Company drew down $200.0 million on the 2023 Revolving Credit Facility.

During the quarter ended July 29, 2023, the Company drew down $50.0 million on the 2023 Revolving Credit Facility and repaid $50.0 million in the same quarter.

During the quarter ended October 28, 2023, the Company repaid $200.0 million of the 2023 Revolving Credit Facility which was outstanding from the first quarter of fiscal 2024 and also drew down and repaid an additional $50.0 million from the 2023 Revolving Credit Facility.

| | | | | | | | | |

| 2025 | | | | | | $ | 109.4 | |

| Thereafter | | | | | | 1,750.0 | | |

| Total | | | | | | $ | 4,199.9 | |

| 2025 | | | | | | $ | 47.8 | | | | | $ | 5.5 | |

| Thereafter | | | | | | 86.7 | | | | | | 4.1 | | |

| 2025 | | | | | | $ | 820.5 | | | | | $ | 149.9 | |

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 February [removed: 3, 2024.][added: 1, 2025.]

Based on this evaluation, our principal executive officer and principal financial officer concluded that our disclosure controls and procedures were effective as of February [removed: 3, 2024.][added: 1, 2025.]

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 February [removed: 3, 2024] [added: 1, 2025] 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 February [removed: 3, 2024.][added: 1, 2025.]

The effectiveness of our internal control over financial reporting as of February [removed: 3, 2024] [added: 1, 2025] 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 February [removed: 3, 2024] [added: 1, 2025] that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting.

In the fourth quarter of fiscal [removed: 2024,] [added: 2025,] the following trading plans [added: intended to satisfy the Rule 10b5-1 affirmative defense pursuant to Item 408(a)(1) of Regulation S-K] were adopted or terminated by an executive officer or director of the Company:

| Name | | | | | | Title | | | | | | Adopted or Terminated | | | | | | Adoption/Termination Date | | | | | | Plan Start Date | | | | | | Plan End Date | | | | | | Transactions | | | | | | Shares [added: (1)(2)] | | |

| [removed: Mark Casper] [added: Panteha Dixon] | | | | | | Chief [removed: Legal] [added: Accounting] Officer | | | | | | Adopted | | | | | | [removed: 1/19/2024] [added: 12/5/2024] | | | | | | [removed: 4/19/2024] [added: 3/17/2025] | | | | | | [removed: 4/14/2025] [added: 12/31/2025] | | | | | | Sales | | | | | | [removed: 10,000] [added: 14,679] | | |

| Raghib Hussain | | | | | | President, Products and Technologies | | | | | | Adopted | | | | | | 1/17/2025 | | | | | | 4/21/2025 | | | | | | 12/31/2026 | | | | | | Sales | | | | | | 200,000 | | |

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

(1)Vesting of future performance shares are estimated based on target achievement.

(2)If the plan covers "net" vested shares, then the current tax rate has been applied.

We have audited the internal control over financial reporting of Marvell Technology, Inc. and subsidiaries (the “Company”) as of February [removed: 3, 2024,] [added: 1, 2025,] based on criteria established in *Internal Control* *—* *Integrated Framework (2013)* issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).

In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of February [removed: 3, 2024,] [added: 1, 2025,] based on criteria established in *Internal Control* *—* *Integrated Framework (2013)* issued by COSO.

We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated financial statements as of and for the year ended February [removed: 3, 2024,] [added: 1, 2025,] of the Company and our report dated March [removed: 13, 2024,] [added: 12, 2025,] expressed an unqualified opinion on those financial statements.

Unless we file an amendment to this Form 10-K within 120 days after February [removed: 3, 2024] [added: 1, 2025] to include the Part III information, we intend to incorporate such information by reference to our definitive proxy statement in connection with our [removed: 2024] [added: 2025] annual meeting of stockholders to be held in June [removed: 2024] [added: 2025] (the [removed: “2024] [added: “2025] Proxy Statement”).

March 12, 2025

March 13, 2024

The information required by Items 401, 407(c)(3) and 408(b) of Regulation S-K with respect to our directors, director nominees, executive officers and corporate governance is incorporated by reference herein to the information set forth under the captions “Election of Directors,” “Corporate Governance and Matters Related to Our Board,” “Executive Officers of the Company” and “Insider Trading, Anti-Hedging and Anti-Pledging Policies” in our [removed: 2024] [added: 2025] 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: 2024] [added: 2025] 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: 2024] [added: 2025] 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: 2024,”] [added: 2025,”] “Executive Compensation” and “Compensation Committee Interlocks and Insider Participation” in our [removed: 2024] [added: 2025] 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: 2024] [added: 2025] Proxy Statement.

The following table provides certain information with respect to all of our equity compensation plans in effect February [removed: 3, 2024:][added: 1, 2025:]

| Plan Category | | | | | | [removed: (a) Number] [added: (a) Number] of Securities to Be Issued Upon Exercise of Outstanding Options, Warrants and Rights (1) | | | | | | [removed: (b) Weighted- Average] [added: (b) Weighted-Average] Exercise Price of Outstanding Options, Warrants, and Rights (2) | | | | | | (c) Number [removed: of Securities Remaining Available] [added: 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 (a)) | | |

| Equity compensation plans approved by security holders (3) | | | | | | [removed: 20,525,575] [added: 17,575,601] | | | | | | $ | [removed: 33.38] [added: 62.15] | | | | | [removed: 92,039,616] [added: 85,214,306] | | |

| Equity compensation plans not approved by security holders (4) | | | | | | [removed: 921,554] [added: 207,506] | | | | | | $ | [removed: 13.78] [added: 14.33] | | | | | — | | |

(1)Includes only options and restricted stock units (outstanding under our equity compensation plans, as no stock warrants or other rights were outstanding [added: under our equity compensation plans] as of February [removed: 3, 2024).][added: 1, 2025).]

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: 2024] [added: 2025] 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: 2024] [added: 2025] 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: 2024] [added: 2025] Proxy Statement.

See the “Index to Consolidated Financial Statements” on page [removed: 58] [added: 57] of this Annual Report on Form 10-K.

See “Schedule II — Valuation and Qualifying Accounts” on page [removed: 111] [added: 109] of this Annual Report on Form 10-K:

| 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 [removed: Corp.](http://www.sec.gov/Archives/edgar/data/0001058057/000119312520282762/d42915dex21.htm)] [added: Corp.](https://www.sec.gov/Archives/edgar/data/0001058057/000119312520282762/d42915dex21.htm)] | | | | | | 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, [removed: 2017](http://www.sec.gov/Archives/edgar/data/1058057/000119312517348220/d454219dex21.htm)] [added: 2017](https://www.sec.gov/Archives/edgar/data/1058057/000119312517348220/d454219dex21.htm)] | | | | | | 8-K | | | | | | 000-30877 | | | | | | 2.1 | | | | | | 11/20/2017 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

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

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

| 3.2 | | | | | | [Amended and Restated Bylaws of Marvell Technology, [removed: Inc.](http://www.sec.gov/Archives/edgar/data/1835632/000119312521122938/d136815dex32.htm)] [added: Inc.](https://www.sec.gov/Archives/edgar/data/1835632/000119312521122938/d136815dex32.htm)] | | | | | | 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 [removed: trustee](http://www.sec.gov/Archives/edgar/data/0001058057/000119312521113298/d124916dex41.htm)] [added: trustee](https://www.sec.gov/Archives/edgar/data/0001058057/000119312521113298/d124916dex41.htm)] | | | | | | 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 [removed: trustee](http://www.sec.gov/Archives/edgar/data/0001058057/000119312521113298/d124916dex42.htm)] [added: trustee](https://www.sec.gov/Archives/edgar/data/0001058057/000119312521113298/d124916dex42.htm)] | | | | | | 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 [removed: 4.2)](http://www.sec.gov/Archives/edgar/data/0001058057/000119312521113298/d124916dex42.htm)] [added: 4.2)](https://www.sec.gov/Archives/edgar/data/0001058057/000119312521113298/d124916dex42.htm)] | | | | | | 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 [removed: 4.2)](http://www.sec.gov/Archives/edgar/data/0001058057/000119312521113298/d124916dex42.htm)] [added: 4.2)](https://www.sec.gov/Archives/edgar/data/0001058057/000119312521113298/d124916dex42.htm)] | | | | | | 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 [removed: 4.2)](http://www.sec.gov/Archives/edgar/data/0001058057/000119312521113298/d124916dex42.htm)] [added: 4.2)](https://www.sec.gov/Archives/edgar/data/0001058057/000119312521113298/d124916dex42.htm)] | | | | | | 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 [removed: trustee](http://www.sec.gov/Archives/edgar/data/0001835632/000119312521150119/d168758dex42.htm)] [added: trustee](https://www.sec.gov/Archives/edgar/data/0001835632/000119312521150119/d168758dex42.htm)] | | | | | | 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 [removed: 4.2)](http://www.sec.gov/Archives/edgar/data/0001835632/000119312521150119/d168758dex42.htm)] [added: 4.2)](https://www.sec.gov/Archives/edgar/data/0001835632/000119312521150119/d168758dex42.htm)] | | | | | | 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 [removed: 4.2)](http://www.sec.gov/Archives/edgar/data/0001835632/000119312521150119/d168758dex42.htm)] [added: 4.2)](https://www.sec.gov/Archives/edgar/data/0001835632/000119312521150119/d168758dex42.htm)] | | | | | | 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 [removed: trustee](http://www.sec.gov/Archives/edgar/data/1835632/000119312523236966/d550936dex41.htm)] [added: trustee](https://www.sec.gov/Archives/edgar/data/1835632/000119312523236966/d550936dex41.htm)] | | | | | | 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 [removed: 4.1)](http://www.sec.gov/Archives/edgar/data/1835632/000119312523236966/d550936dex41.htm#ex4_1toc550936_33)] [added: 4.1)](https://www.sec.gov/Archives/edgar/data/1835632/000119312523236966/d550936dex41.htm#ex4_1toc550936_33)] | | | | | | 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 [removed: 4.1)](http://www.sec.gov/Archives/edgar/data/1835632/000119312523236966/d550936dex41.htm#ex4_1toc550936_34)] [added: 4.1)](https://www.sec.gov/Archives/edgar/data/1835632/000119312523236966/d550936dex41.htm#ex4_1toc550936_34)] | | | | | | 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 [removed: trustee.](http://www.sec.gov/Archives/edgar/data/1058057/000119312518201053/d583855dex41.htm)] [added: trustee.](https://www.sec.gov/Archives/edgar/data/1058057/000119312518201053/d583855dex41.htm)] | | | | | | 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 [removed: trustee](http://www.sec.gov/Archives/edgar/data/1058057/000119312518201053/d583855dex42.htm)] [added: trustee](https://www.sec.gov/Archives/edgar/data/1058057/000119312518201053/d583855dex42.htm)] | | | | | | 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 [removed: Association](http://www.sec.gov/Archives/edgar/data/0001058057/000119312521120469/d107622dex41.htm)] [added: Association](https://www.sec.gov/Archives/edgar/data/0001058057/000119312521120469/d107622dex41.htm)] | | | | | | 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 [removed: amended](http://www.sec.gov/Archives/edgar/data/1835632/000183563223000013/mrvl-01282023exhibit412.htm)] [added: amended](https://www.sec.gov/Archives/edgar/data/1835632/000183563223000013/mrvl-01282023exhibit412.htm)] | | | | | | 10-K | | | | | | 001-40357 | | | | | | 4.12 | | | | | | 3/9/2023 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| 10.1 | | | | | | [Form of Indemnification [removed: Agreement](http://www.sec.gov/Archives/edgar/data/1835632/000119312521122938/d136815dex101.htm)] [added: Agreement](https://www.sec.gov/Archives/edgar/data/1835632/000119312521122938/d136815dex101.htm)] | | | | | | 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 [removed: Agent](http://www.sec.gov/Archives/edgar/data/0001058057/000119312520312706/d84972dex101.htm)] [added: Agent](https://www.sec.gov/Archives/edgar/data/0001058057/000119312520312706/d84972dex101.htm)] | | | | | | 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 [removed: Agent](http://www.sec.gov/Archives/edgar/data/1835632/000119312523103639/d837395dex102.htm)] [added: Agent](https://www.sec.gov/Archives/edgar/data/1835632/000119312523103639/d837395dex102.htm)] | | | | | | 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 [removed: Agreement.](http://www.sec.gov/Archives/edgar/data/1835632/000183563223000046/mrvl-10282023exhibit1032.htm)] [added: Agreement.](https://www.sec.gov/Archives/edgar/data/1835632/000183563223000046/mrvl-10282023exhibit1032.htm)] | | | | | | 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, [removed: Inc..,] [added: Inc](https://www.sec.gov/Archives/edgar/data/1835632/000119312523103639/d837395dex101.htm)[.,] a Delaware corporation, the Lenders party hereto and Bank of America, N.A., as the Administrative [removed: Agent.](http://www.sec.gov/Archives/edgar/data/1835632/000119312523103639/d837395dex101.htm)] [added: Agent.](https://www.sec.gov/Archives/edgar/data/1835632/000119312523103639/d837395dex101.htm)] | | | | | | 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 [removed: Agreement](http://www.sec.gov/Archives/edgar/data/1835632/000183563223000046/mrvl-10282023exhibit1042.htm)] [added: Agreement](https://www.sec.gov/Archives/edgar/data/1835632/000183563223000046/mrvl-10282023exhibit1042.htm)] | | | | | | 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, [removed: 2021)](http://www.sec.gov/Archives/edgar/data/0001835632/000119312521123014/d141152dex41.htm)] [added: 2021)](https://www.sec.gov/Archives/edgar/data/0001835632/000119312521123014/d141152dex41.htm)] | | | | | | 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, [removed: 2013)](http://www.sec.gov/Archives/edgar/data/1058057/000119312513380091/d603994dex102.htm)] [added: 2013)](https://www.sec.gov/Archives/edgar/data/1058057/000119312513380091/d603994dex102.htm)] | | | | | | 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 [removed: Plan](http://www.sec.gov/Archives/edgar/data/1058057/000105805718000009/mrvl-2032018x10kexhibit103.htm)] [added: Plan](https://www.sec.gov/Archives/edgar/data/1058057/000105805718000009/mrvl-2032018x10kexhibit103.htm)] | | | | | | 10-K | | | | | | 000-30877 | | | | | | 10.3.11 | | | | | | 3/29/2018 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| [removed: 10.5.3#] [added: 10.5.4#] | | | | | | [Form of Relative TSR RSU Grant Notice as amended March [removed: 2022](http://www.sec.gov/Archives/edgar/data/1835632/000183563222000028/mrvl-4302022exhibit1077.htm)] [added: 2022](https://www.sec.gov/Archives/edgar/data/1835632/000183563222000028/mrvl-4302022exhibit1077.htm)] | | | | | | 10-Q | | | | | | 001-40357 | | | | | | 10.7.7 | | | | | | 5/27/2022 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| [removed: 10.5.4#] [added: 10.5.5#] | | | | | | [Form of Relative TSR and EPS RSU Grant [removed: Notice](http://www.sec.gov/Archives/edgar/data/1835632/000183563222000028/mrvl-4302022exhibit1078.htm)] [added: Notice](https://www.sec.gov/Archives/edgar/data/1835632/000183563222000028/mrvl-4302022exhibit1078.htm)] | | | | | | 10-Q | | | | | | 001-40357 | | | | | | 10.7.8 | | | | | | 5/27/2022 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| [removed: 10.5.5#] [added: 10.5.6#] | | | | | | [Form of Relative TSR and EPS RSU Grant Notice December [removed: 2022](http://www.sec.gov/Archives/edgar/data/1835632/000183563223000013/mrvl-01282023exhibit1079.htm)] [added: 2022](https://www.sec.gov/Archives/edgar/data/1835632/000183563223000013/mrvl-01282023exhibit1079.htm)] | | | | | | 10-K | | | | | | 001-40357 | | | | | | 10.7.9 | | | | | | 3/9/2023 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| [removed: 10.5.6#] [added: 10.5.7#] | | | | | | [Form of Relative TSR and EPS RSU Grant Notice April [removed: 2023](http://www.sec.gov/Archives/edgar/data/1835632/000183563223000029/mrvl-04292023exhibit10710.htm)] [added: 2024](https://www.sec.gov/Archives/edgar/data/1835632/000183563224000063/mrvl-542024exhibit1057.htm)] | | | | | | 10-Q | | | | | | 001-40357 | | | | | | [removed: 10.7.10] [added: 10.5.7] | | | | | | [removed: 5/26/2023] [added: 5/31/2024] | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| [removed: 10.5.7#] [added: 10.5.8#] | | | | | | [Special Equity Grant Agreement as approved March [removed: 2023](http://www.sec.gov/Archives/edgar/data/1835632/000183563223000029/mrvl-04292023exhibit10711.htm)] [added: 2023](https://www.sec.gov/Archives/edgar/data/1835632/000183563223000029/mrvl-04292023exhibit10711.htm)] | | | | | | 10-Q | | | | | | 001-40357 | | | | | | 10.7.11 | | | | | | 5/26/2023 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| [removed: 10.5.8#] [added: 10.5.3#] | | | | | | [Amended and restated form of stock unit agreement under the 1995 Stock Option [removed: Plan as amended June 2021](http://www.sec.gov/Archives/edgar/data/1835632/000183563221000022/mrvl-7312021exhibit1021.htm)] [added: Plan](https://www.sec.gov/Archives/edgar/data/1835632/000183563224000200/mrvl-1122024exhibit1053.htm)] | | | | | | 10-Q | | | | | | 001-40357 | | | | | | [removed: 10.21] [added: 10.5.3] | | | | | | [removed: 8/27/2021] [added: 12/4/2024] | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

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

| 10.6.1# | | | | | | [Amended and restated form of subscription agreement under the [removed: 2000 ESPP as amended June 2021](http://www.sec.gov/Archives/edgar/data/1835632/000183563221000022/mrvl-7312021exhibit1022.htm)] [added: 2000](https://www.sec.gov/Archives/edgar/data/1835632/000183563224000200/mrvl-1122024exhibit1061.htm) [E](https://www.sec.gov/Archives/edgar/data/1835632/000183563224000200/mrvl-1122024exhibit1061.htm)[SPP](https://www.sec.gov/Archives/edgar/data/1835632/000183563224000200/mrvl-1122024exhibit1061.htm)] | | | | | | 10-Q | | | | | | 001-40357 | | | | | | [removed: 10.22] [added: 10.6.1] | | | | | | [removed: 8/27/2021] [added: 12/4/2024] | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

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

| 10.5.2.1# | | | | | | [Updated](https://www.sec.gov/Archives/edgar/data/1835632/000183563225000057/mrvl-212025exhibit10521.htm) [Election Deferral Form](https://www.sec.gov/Archives/edgar/data/1835632/000183563225000057/mrvl-212025exhibit10521.htm) | | | | | | | | | | | | | | | | | | | | | | | | Filed herewith | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| 10.21# | | | | | | [Non-Qualified Deferred Compensation Plan](https://www.sec.gov/Archives/edgar/data/1835632/000183563225000057/mrvl-212025exhibit1021.htm) | | | | | | | | | | | | | | | | | | | | | | | | Filed herewith | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| 19 | | | | | | [Insider Trading Prohibition Policy and Guidelines](https://www.sec.gov/Archives/edgar/data/1835632/000183563225000057/mrvl-212025exhibit19.htm) | | | | | | | | | | | | | | | | | | | | | | | | Filed herewith | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

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

| 10.12# | | | | | | [Offer letter with Loi Nguyen](http://www.sec.gov/Archives/edgar/data/1835632/000183563221000010/mrvl-512021exhibit1017.htm) | | | | | | 10-Q | | | | | | 001-40357 | | | | | | 10.17 | | | | | | 6/9/2021 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| 10.18# | | | | | | [Severance Agreement between the Company and Mitchell Gaynor](http://www.sec.gov/Archives/edgar/data/1058057/000162828017002968/mrvl-1282017x10kexhibit1023.htm) | | | | | | 10-K | | | | | | 000-30877 | | | | | | 10.23 | | | | | | 3/28/2017 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| 10.20# | | | | | | [Offer Letter between Marvell and Raghib Hussain](http://www.sec.gov/Archives/edgar/data/1058057/000105805718000020/raghibofferletterfinal-exh.htm) | | | | | | 10-Q | | | | | | 000-30877 | | | | | | 10.3 | | | | | | 9/12/2018 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| 10.21# | | | | | | [Offer Letter for Dean Jarnac and promotion summary of terms](http://www.sec.gov/Archives/edgar/data/1058057/000105805719000032/q32010q11022019exhibit.htm) | | | | | | 10-Q | | | | | | 000-30877 | | | | | | 10.9 | | | | | | 12/4/2019 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| Dated: March [removed: 13, 2024] [added: 12, 2025] | | | | | | By: | | | [removed: | | |] /S/ WILLEM MEINTJES | | | [added: | | |]

| | | | | | | | | | [removed: | | |] Willem Meintjes Chief Financial Officer (Principal Financial Officer) | | | [added: | | |]

| /S/ MATTHEW J. MURPHY | | | | | | [removed: Chair,] [added: Chairman,] President and Chief Executive Officer (Principal Executive Officer) | | | | | | March [removed: 13, 2024] [added: 12, 2025] | | |

| /S/ WILLEM MEINTJES | | | | | | Chief Financial Officer (Principal Financial Officer) | | | | | | March [removed: 13, 2024] [added: 12, 2025] | | |

| /S/ PANTEHA DIXON | | | | | | Chief Accounting Officer (Principal Accounting Officer) | | | | | | March [removed: 13, 2024] [added: 12, 2025] | | |

| /S/ SARA ANDREWS | | | | | | Director | | | | | | March [removed: 13, 2024] [added: 12, 2025] | | |

| /S/ TUDOR BROWN | | | | | | Director | | | | | | March [removed: 13, 2024] [added: 12, 2025] | | |

| /S/ BRAD BUSS | | | | | | Director | | | | | | March [removed: 13, 2024] [added: 12, 2025] | | |

| /S/ REBECCA HOUSE | | | | | | Director | | | | | | March [removed: 13, 2024] [added: 12, 2025] | | |

| /S/ MARACHEL KNIGHT | | | | | | Director | | | | | | March [removed: 13, 2024] [added: 12, 2025] | | |

| /S/ MICHAEL STRACHAN | | | | | | Director | | | | | | March [removed: 13, 2024] [added: 12, 2025] | | |

| /S/ ROBERT E. SWITZ | | | | | | Director | | | | | | March [removed: 13, 2024] [added: 12, 2025] | | |

| Allowance for [removed: doubtful accounts] [added: credit losses] | | | $ | 2.1 | | | | | $ | 0.8 | | | | | $ | (0.9) | | | | | $ | 2.0 | |

| Allowance for [removed: doubtful accounts] [added: credit losses] | | | $ | 3.0 | | | | | $ | 1.2 | | | | | $ | (2.1) | | | | | $ | 2.1 | |

| Fiscal year ended [removed: January 29, 2022] [added: February 1, 2025] | | | | | | | | | | | | | | | | | | | | | | | |

| Deferred tax asset valuation allowance | | | $ | [removed: 749.5] [added: 1,099.0] | | | | | $ | [removed: 253.9] [added: 77.8] | | | | | $ | [removed: —] [added: (0.6)] | | | | | $ | [removed: 1,003.4] [added: 1,176.2] | |

| /S/ DANIEL DURN | | | | | | Director | | | | | | March 12, 2025 | | |

| Daniel Durn | | | | | | | | | | | | | | |

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| /S/ RICK WALLACE | | | | | | Director | | | | | | March 12, 2025 | | |

| Rick Wallace | | | | | | | | | | | | | | |

| Allowance for credit losses | | | $ | 2.0 | | | | | $ | 0.7 | | | | | $ | (0.1) | | | | | $ | 2.6 | |

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| /S/ FORD TAMER | | | | | | Director | | | | | | March 13, 2024 | | |

| Ford Tamer | | | | | | | | | | | | | | |

| Allowance for doubtful accounts | | | $ | 2.1 | | | | | $ | 1.5 | | | | | $ | (0.6) | | | | | $ | 3.0 | |